What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-22 · 397 added, 574 removed, 1426 unchanged (41% of the section changed)

15 unchanged sentences

Note 4 Acquisitions

Note 5 Investments

Note 5 Equity Investments

Note 6 Trade Receivables, net

Note 8 Notes Receivable, net

Note 7 Assets Held for Sale

22 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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.

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, 2024, 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 20, 2025 and expressed an unqualified opinion.

Basis for opinion

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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

projecting the estimated ultimate loss related to a claim, less actual costs paid to date.

Auto liability unpaid claim liabilities are determined by projecting the estimated ultimate loss related to a claim, less actual costs paid to date.

These estimates rely on the assumption that historical claim patterns are an accurate representation for future claims that have been incurred but not completely paid.

1 unchanged sentence

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 the operating effectiveness of controls over auto liability claims, including the completeness and accuracy of claim expenses and payments and management’s review over actuarial calculations.

• We tested management’s process for determining the auto liability 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.

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,

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.

Fair value of mandatorily redeemable contingent consideration liability

As described in Note 21 to the consolidated financial statements, the Company’s mandatorily redeemable contingent consideration liability was $132.3 million as of December 31, 2024.

The fair value of the liability is based on Monte Carlo simulations that measure the present value of the expected future payment to be made in accordance with provisions outlined in the purchase agreement.

Management estimates the future payment using the earnout formula specified in the purchase agreement and the related financial projections.

In determining the inputs to the earnout formula fair value, management estimates the financial projections and volatility of such projections.

The payment is discounted to present value using a risk-adjusted discount rate.

The principal considerations for our determination that the valuation of the liability is a critical audit matter is that management utilized significant judgment and specialized skills in the estimation of the liability.

In turn, auditing management’s judgments regarding the assigned fair value involved a high degree of subjectivity due to the estimation uncertainty and complex valuation model used in the determination of fair value.

Our audit procedures related to the mandatorily redeemable contingent consideration liability included the following, among others.

• We tested the operating effectiveness of controls relating to management’s valuation of the liability, including the development of the financial projections, volatility and discount rate.

• We tested managements process for estimating the fair value of the liability by evaluating the valuation method and testing the completeness and accuracy of the underlying data provided by management, including evaluating the reasonableness of the financial projections, volatility and discount rate.

• Utilizing the assistance of valuation specialists with specialized skill and knowledge we developed an independent calculation for comparison to management’s fair value of the liability.

/s/ GRANT THORNTON LLP

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Operating lease liabilities – current portion 120,715 144,921

Accounts receivable securitization – current portion 458,983 —

Total current liabilities 1,706,751 1,825,287

49 unchanged sentences

Interest expense ( 171,158 ) ( 127,100 ) ( 50,803 )

Other income (expenses), net 37,659 ( 25,958 ) 28,905

Total other (expenses) income, net ( 67,864 ) ( 71,322 ) 8,938

Other income (expense), net 60,260 37,659 ( 25,958 )

Total other expenses, net ( 94,342 ) ( 67,864 ) ( 71,322 )

Income before income taxes 149,046 270,289 1,020,506

1 unchanged sentence

Net income 116,086 215,521 771,118

Net loss (income) attributable to noncontrolling interest 1,628 207 ( 360 )

Net loss attributable to noncontrolling interest 1,540 1,628 207

Net income attributable to Knight-Swift $ 117,626 $ 217,149 $ 771,325

23 unchanged sentences

Common stock issued to the Board 18 — 873 873 873

Common stock issued with ACT acquisition 219 2 9,998 10,000 10,000

Common stock issued under ESPP 84 1 4,047 4,048 4,048

5 unchanged sentences

Net income 771,325 771,325 ( 207 ) 771,118

Other comprehensive income ( 563 ) ( 563 ) ( 563 )

Noncontrolling interest 10,281 10,281

Other comprehensive loss ( 1,873 ) ( 1,873 ) ( 1,873 )

Investment in noncontrolling interest 186 186

Net acquisition of remaining ownership interest, previously noncontrolling ( 3,279 ) ( 3,279 ) ( 2,471 ) ( 5,750 )

Balances – December 31, 2022 160,706 $ 1,607 $ 4,392,266 $ 2,553,567 $ ( 2,436 ) $ 6,945,004 $ 10,277 $ 6,955,281

1 unchanged sentence

Common stock issued to the Board 18 — 977 977 977

Xpress assumed equity awards 1,462 1,462 1,462

Common stock issued under ESPP 79 1 4,067 4,068 4,068

Company shares repurchased ( 6,001 ) ( 60 ) ( 299,881 ) ( 299,941 ) ( 299,941 )

Shares withheld – RSU settlement ( 19,932 ) ( 19,932 ) ( 19,932 )

4 unchanged sentences

Other comprehensive income 1,606 1,606 1,606

Noncontrolling interest 186 186

Investment in noncontrolling interest 8,281 8,281

Distribution to 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

1 unchanged sentence

Common stock issued to the Board 24 — 1,206 1,206 1,206

Xpress assumed equity awards 1,462 1,462 1,462

Common stock issued under ESPP 80 2 4,116 4,118 4,118

5 unchanged sentences

Other comprehensive income 388 388 388

Noncontrolling interest 8,281 8,281

Investment in noncontrolling interest 2,900 2,900

Distribution to noncontrolling interest ( 9,005 ) ( 9,005 ) ( 10,213 ) ( 19,218 )

Balances – December 31, 2024 161,896 $ 1,619 $ 4,446,726 $ 2,661,064 $ ( 442 ) $ 7,108,967 $ 7,838 $ 7,116,805

3 unchanged sentences

Consolidated Statements of Cash Flows

2023 2022 2021

2024 2023 (recast) 2022 (recast)

(In thousands)

7 unchanged sentences

Non-cash lease expense 171,849 121,831 41,943

(Gain) loss on equity securities ( 2,096 ) 52,274 ( 3,931 )

Non-cash adjustment to fair value of convertible note — — ( 12,631 )

Loss (gain) on equity securities 11,554 ( 2,096 ) 52,274

Other adjustments to reconcile net income to net cash provided by operating activities ( 21,842 ) 62,005 46,632

14 unchanged sentences

Net cash, restricted cash, and equivalents invested in acquisitions ( 185,491 ) ( 458,288 ) ( 31,291 )

Investment in convertible note — — ( 35,000 )

Other cash flows from investing activities 6,490 4,233 ( 5,060 )

Other cash flows (used in) provided by investing activities ( 8,496 ) 6,490 4,233

Net cash used in investing activities ( 759,122 ) ( 1,228,025 ) ( 646,184 )

2 unchanged sentences

Proceeds from long-term debt 150,000 250,000 —

Borrowings (repayments) on revolving lines of credit, net 24,000 ( 217,000 ) 50,000

Borrowings on revolving lines of credit 552,000 466,000 332,500

Repayments on revolving lines of credit ( 387,000 ) ( 442,000 ) ( 549,500 )

Borrowings under accounts receivable securitization 28,800 197,000 140,000

3 unchanged sentences

Dividends paid ( 104,153 ) ( 91,149 ) ( 78,304 )

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

Other cash flows used in financing activities ( 12,693 ) ( 25,150 ) ( 31,701 )

Net cash (used in) provided by financing activities ( 139,397 ) 150,690 ( 754,347 )

Net (decrease) increase in cash, restricted cash, and equivalents ( 99,456 ) 84,341 35,322

Cash, restricted cash, and equivalents at beginning of period 469,686 385,345 350,023

15 unchanged sentences

Contingent consideration associated with acquisitions and investments — 174,107 1,717

Value of common stock issued for acquisition — — 10,000

Xpress assumed equity awards — 1,462 —

3 unchanged sentences

Property and equipment obtained in exchange for finance lease liabilities 200,498 181,693 152,509

Property and equipment obtained in exchange for finance lease liabilities reclassified from operating lease liabilities — 6,462 42,298

Property and equipment obtained in exchange for debt and finance lease liabilities reclassified from operating lease liabilities 22,790 — 6,462

Reconciliation of Cash, Restricted Cash, and Equivalents:

24 unchanged sentences

The Company's four reportable segments are Truckload, LTL, Logistics, and Intermodal.

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:

The Company recently completed the following acquisitions:

• The operating assets, and assumption of certain liabilities, of DHE on July 30, 2024.

The results are included within the LTL segment.

• 100.0 % of U.S.

7 unchanged sentences

The results are included within the Logistics segment.

• 79.44 % of Eleos on February 1, 2021 .

• 100.0 % of Eleos, 79.44 % on February 1, 2021 and the remaining percentage in 2024.

The results are included within the All Other Segments.

10 unchanged sentences

Similarly, references to "quarters", including "first", "second", "third", and "fourth" pertain to calendar quarters.

Changes in Presentation

Consolidated Statements of Cash Flows — Beginning in the fourth quarter of 2024, the Company presents gross borrowings on its revolving lines of credit and gross repayments on its revolving lines of credit as separate items.

Prior period amounts have been reclassified to align with the current period presentation.

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

Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement winter weather.

Table of Contents Glossary of Terms

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather.

maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather.

These factors typically lead to lower operating profitability, as compared to other parts of the year.

Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas).

However, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility is becoming more tempered.

However, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility has become somewhat 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.

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.

Recently Adopted Accounting Pronouncements

Segment Reporting (ASC 280) — Improvements to Reportable Segment Disclosures

Summary of the Standard — 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 titles and positions of the CODMs, and other items.

Current Period Impact of Adoption — In accordance with ASU 2023-07 the Company has expanded its segment disclosures to provide greater transparency into segment-level performance.

Refer to Note 2 and Note 23 for updated segment disclosures.

There were various other ASUs that became effective during 2024 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

11 unchanged sentences

• valuation of net assets acquired in business combination;

• valuation of contingent consideration agreements;

• valuation allowance for deferred income tax assets;

1 unchanged sentence

• valuation of financial instruments.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Segments — The Company uses the "management approach" to determine its reportable segments, as well as to determine the basis of reporting the operating segment information.

1 unchanged sentence

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.

The Company's CODMs 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.

3 unchanged sentences

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.

Additionally, the Company's CODMs 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.

Table of Contents Glossary of Terms

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

See Note 23 for additional disclosures regarding the Company's segments.

3 unchanged sentences

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.

35 unchanged sentences

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 .

Refer to Note 8 for the results of the Company's annual evaluation as of June 30, 2024.

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.

16 unchanged sentences

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.

Based on results of operations of this business, including the continued unfavorable development of insurance reserves, the Company ceased all third-party insurance operations and canceled any remaining policies as of March 31, 2024.

As a result, we do not expect this business to have a material impact to our results moving forward.

Self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage.

128 unchanged sentences

Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact

December 2023 ASU No.

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 2024 ASU 2024-04:

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.

Debt—Debt with Conversion and Other Options (Subtopic 470-20)

The amendments in this ASU aim to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20.

The amendments clarify when and how companies should recognize expenses related to incentives offered to investors to convert their convertible debt or preferred stock into common stock earlier than they otherwise would.

January 2025 Currently under evaluation, but not expected to be material

October 2023 ASU No.

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.

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.

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.

November 2024 ASU 2024-03:

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

The amendments in this ASU require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

The amendments require that at each interim and annual reporting period an entity:

1) disclose the amounts of purchases of inventory, employee compensation, etc., recognized as part of oil- and gas-producing activities included in each relevant expense caption;

2) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements;

3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively;

4) disclose the total amount of selling expenses and, in annual reporting periods, and entity's definition of "selling expenses."

January 2026, Prospective adoption Currently under evaluation, but not expected to be material

July 2023 ASU No.

Presentation of Financial

Statements (ASC 205),

Income Statement—

Comprehensive Income

Distinguishing Liabilities

from Equity (ASC 480),

Equity (ASC 505), and

Compensation—Stock

Compensation (ASC

The amendments in this ASU reflect alignment to

Staff Accounting Bulletin No.

120 ("SAB 120") that

was issued by the SEC in November 2021.

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

July 2023, Prospective adoption No material impact

March 2024 ASU No.

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.

Codification Improvements - Amendments to Remove References to the Concepts Statements The amendments in this ASU contain amendments to the Codification that remove references to various Concepts Statements.

In most cases, the references are extraneous and not required to understand or apply the guidance.

In other instances, the references were used in prior Statements to provide guidance in certain topical areas.

January 2025, Prospective or retrospective

Currently under evaluation, but not expected to be material

Compensation - Stock Compensation (Topic 718)

The amendments in this ASU improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718.

January 2025, Prospective or retrospective

Currently under evaluation, but not expected to be material

December 2023 ASU 2023-09:

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

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 or retrospective Currently under evaluation, but not expected to be material

3 unchanged sentences

Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact

November 2023 ASU 2023-07:

Segment Reporting (ASC 280) — Improvements to Reportable Segment Disclosures 1

No material impact

June 2022 ASU No.

2 unchanged sentences

January 2024, Prospective No material impact

March 2022 ASU No.

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.

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.

1 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.

Note 4 — Acquisitions

On July 30, 2024 , the Company, through a wholly owned subsidiary, acquired the operating assets and assumed certain liabilities of the regional LTL division of Dependable Highway Express, Inc.

based in Los Angeles, California.

The total purchase price consideration of $ 185.0 million, including net working capital adjustments, was funded through borrowing on the 2021 Revolver on the transaction date.

At closing, $ 1.5 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations and remains subject to further adjustments.

The goodwill recognized represents expected synergies from combining the operations of DHE with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition.

The goodwill is expected to be deductible for tax purposes.

Purchase Price Allocation

The purchase price allocation for DHE is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, and among other things may be pending the completion of the valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, assessment of lease agreements, assessment of certain liabilities, and assessment of other tax related items as applicable.

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.

Table of Contents Glossary of Terms

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

Note 4 — Acquisitions

July 30, 2024 Opening Balance Sheet as Reported at September 30, 2024 Adjustments July 30, 2024 Opening Balance Sheet as Reported at December 31, 2024

Fair value of the consideration transferred $ 184,986 $ — $ 184,986

Other current assets 445 — 445

Property and equipment 29,796 — 29,796

Operating lease right-of-use assets 15,448 — 15,448

Identifiable intangible assets 1

72,400 1,000 73,400

Other noncurrent assets 98 — 98

Total assets 118,187 1,000 119,187

Claims accruals – current and noncurrent portions ( 4,000 ) — ( 4,000 )

Operating lease liabilities – current and noncurrent portions ( 12,400 ) — ( 12,400 )

Total liabilities ( 16,400 ) — ( 16,400 )

Goodwill $ 83,199 $ ( 1,000 ) $ 82,199

1 Includes $ 57.9 million in customer relationships and $ 15.5 million in trade names.

In 2024, the Company acquired the remaining 20.56 % non-controlling interest of Eleos.

On July 1, 2023 , the Company acquired Chattanooga, Tennessee-based U.S.

7 unchanged sentences

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.

Cash was funded from the 2023 Term Loan, as well as existing Knight-Swift liquidity.

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.

The Class A membership interests are 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.

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.

In addition, the Company had a call right, exercisable only within the first 15 months after closing, at an exercise price of approximately $ 140 million.

As of December 31, 2024, the call right expired.

The Class B membership interests will be repurchased by the Company for $ 40 million if U.S.

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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.

During 2024, the Company recognized mark-to-market adjustments related to the Class A and Class B purchase price obligations resulting in the mandatorily redeemable Class A obligation decreasing $ 1.8 million and the Class B contingent consideration obligation decreasing $ 34.8 million.

The total mark-to-market adjustment totaled $ 36.6 million and is recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.

As of December 31, 2024, the mandatorily redeemable Class A contingent obligation totaling $ 132.3 million and the Class B contingent consideration obligation totaling $ 5.2 million are both included in "Other long-term liabilities" in the Company's consolidated balance sheet.

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 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 consolidated balance sheet.

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The purchase of the equity interests of U.S.

Xpress results in the historical tax basis of U.S.

Xpress resulted 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.

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During 2024, the Company's consolidated operating results included U.S.

Xpress' total revenue of $ 1.6 billion and a net loss of $ 46.6 million.

Xpress' net loss during 2024 included $ 9.2 million related to the amortization of intangible assets acquired in the U.S.

Xpress Acquisition.

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.

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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.

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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.

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

The purchase price was allocated based on estimated fair values of the assets and liabilities acquired as of the acquisition date.

The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the July 1, 2023 acquisition date.

July 1, 2023 Opening Balance Sheet as Reported at December 31, 2023 Adjustments July 1, 2023 Opening Balance Sheet as Reported at June 30, 2024

Fair value of the consideration transferred $ 632,109 $ — $ 632,109

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Identifiable intangible assets 1

348,000 — 348,000

Other noncurrent assets 28,457 — 28,457

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Total stockholders' equity ( 391 ) — ( 391 )

Goodwill $ 322,344 $ 30,644 $ 352,988

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 .

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Pro Forma Information — The following unaudited pro forma information combines the historical operations of the Company and U.S.

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Earnings per share – diluted 0.89 4.47

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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.

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The Company did not complete any other material acquisitions during 2024 and 2023.

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.

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Note 5 — 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.

Since 2003, the Company has entered into partnership agreements with entities that make privately-negotiated equity investments, includin g 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 a greements, 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:

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4.2 % $ 116,065 $ 4,900 $ —

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 4

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17.8 % $ 224,160 $ 40,000 $ 30,095

1 The Company's share of the results is included within "Other (expenses) income, net" in the consolidated statements of comprehensive income.

1 The Company's share of the results is included within "Other income (expenses), 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.

This guidance requires the use of the equity method for recording investments

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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.

Knight's ownership interest reflects its ultimate ownership of the portfolio companies underlying the 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:

$ 0.5 million in 2025, $ 1.0 million from 2026 through 2027, $ 1.0 million from 2028 through 2029, and $ 1.4 million thereafter.

7 The Company entered into the agreement in 2023.

5 Management anticipates that the following amounts will be due:

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During 2023, Embark was acquired in an all-cash transaction with former shareholders receiving the proceeds.

This resulted in a

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net realized loss of $ 0.1 million for 2023 and a full liquidation of the Embark investment.

Other Equity Method Investments

This resulted in a net realized loss of $ 0.1 million for 2023 and a full liquidation of the Embark investment.

Other Equity 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.

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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.

During the year ended December 31, 2024, the Company recognized a $ 12.1 million realized loss on a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024, which is recorded in "Other income (expense), net" in the consolidated statements of comprehensive income.

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Net Investment Balances

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TRP V Coinvest – equity method investment 5,009 6,922

Embark – equity investment — 1,032

TRP VI - equity method investment 9,865 —

Other equity method investments – equity method investment 1

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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.

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Note 6 — Trade Receivables, net

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Provision 2,913 19,116 13,078

Recoveries ( 743 ) — —

Write-offs directly against the reserve ( 1,806 ) ( 2,431 ) ( 994 )

Write-offs for revenue adjustments ( 2,025 ) ( 1,520 ) ( 11,517 )

1,313 750 950

Ending balance $ 37,797 $ 39,458 $ 22,980

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.

Represents measurement period adjustment during 2022 related to the MME acquisition.

See Note 4 for further details regarding these acquisitions.

See Note 12 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:

(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

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Revenue equipment held for sale totaled $ 73.3 million and $ 83.4 million as of December 31, 2024 and 2023, respectively.

Land and facilities held for sale totaled $ 9.7 million as of December 31, 2024.

The Company had no land and facilities held for sale as of December 31, 2023.

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 $ 34.4 million during 2024, $ 64.7 million during 2023, and $ 92.9 million during 2022.

During 2024, the Company incurred impairment losses of $ 12.4 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.

During 2023, t he 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 , the Company did not recognize impairment losses related to assets held for sale.

Note 8 — Goodwill and Other Intangible Assets

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Goodwill balance at beginning of period $ 3,848,798 $ 3,519,339 $ 3,515,135

Adjustments relating to deferred tax assets — — ( 9 )

Acquisition and measurement period adjustments 1

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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 MME and DHE acquisitions was allocated to the LTL segment.

The goodwill associated with the Eleos and other acquisitions were allocated to the All Other Segments.

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Goodwill $ 3,962,142 $ 3,848,798

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.

1 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 2024, 2023, or 2022.

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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.

Definite-lived intangible assets related to acquisitions other than the 2017 Merger are amortized over a weighted-average amortization period of 19.4 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.

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Accrued payroll and purchased transportation $ 194,875 $ 164,884

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 .

1 Accrued payroll includes accruals related to the Knight-Swift 401(k) Retirement Plan (the "401(k) Plan") which is offered by the Company to its employees.

Eligible employees must be at least 18 years of age, have completed ninety days of service, and belong to an Eligible Class of Employees (as defined in the 401(k) Plan) with the Company in order to participate in the 401(k) Plan.

Employees earn vested interests in their employer contribution accounts over a period of five years based upon their years of service.

The Employer may make discretionary matching contributions to the 401(k) Plan.

The Company's employee benefits expense for matching contributions related to the 401(k) plans was approximately $ 31.5 million, $ 31.3 million, and $ 29.6 million in 2024, 2023, and 2022, respectively.

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Mandatorily redeemable contingent consideration 1

$ — $ 134,107

Other 64,100 86,243

Accrued liabilities $ 64,100 $ 220,350

1 As of December 31, 2024, the mandatorily redeemable contingent consideration is included in "Other long-term liabilities" in the Company's consolidated balance sheet.

Refer to Note 4 for further information regarding the contingent consideration related to the U.S.

Xpress Acquisition.

Note 10 — Claims Accruals

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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.

In 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 results of operations of this business, including the continued unfavorable development of insurance reserves, the Company decided to initiate exiting this business during the fourth quarter of 2023 and ceased all third-party insurance operations and canceled any remaining policies as of March 31, 2024.

As a result, we do not expect this business to have a material impact to our results moving forward.

During 2024, the Company finalized the terms for transactions with the insurer under the third-party reinsurance agreement covering auto liability associated with the Company's third-party carrier insurance business.

The first agreement finalized on February 14, 2024, effectively transferred $ 161.1 million in third-party auto liability insurance claim liabilities to the insurer for policy periods from October 1, 2020 through March 31, 2023.

The transfer of these liabilities was funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims.

A second agreement finalized on December 28, 2024, effectively transferred the remaining $ 77.2 million in third-party auto liability insurance claim liabilities to the insurer for the policy period of April 1, 2023 through March 31, 2024.

The transfer of these liabilities will be funded by conveying to the insurer the corresponding restricted cash held in trust for payment of the third-party insurance claims in installments from December 30, 2024 through October 1, 2025.

The Company remains responsible for potential additional premiums and aggregate reinsurance amounts above agreed loss development thresholds depending upon the ultimate development of claims.

See Note 2 for accounting policy regarding the Company's claims accruals.

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Income tax expense $ 32,960 $ 54,768 $ 249,388

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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 2024, 2023, and 2022.

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State income taxes, net of federal income tax benefit ( 1,654 ) 10,578 32,786

Release of Valuation Allowance ( 14,604 ) — —

Other 2,033 2,296 3,151

Addition/(release) of valuation allowance 628 ( 14,604 ) —

Nondeductible per-diem paid to drivers 2,954 2,406 —

Effect of rates different than statutory 3,156 1,721 2,217

Mark-to-market adjustment ( 7,690 ) — —

Other, net 4,266 ( 2,094 ) 79

Income tax expense $ 32,960 $ 54,768 $ 249,388

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Deferred Income Taxes — The components of the net deferred tax asset (liability) included in "Deferred tax liabilities" in the consolidated balance sheets were:

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Allowance for doubtful accounts 16,354 16,733

Bonus accrual 2,136 2,331

Claims accrual 136,779 127,850

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Vacation accrual 5,788 6,430

Unrealized gain/loss on investment — 11,815

Other 896 3,979

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Intangible assets ( 426,185 ) ( 430,948 )

Investments ( 4,918 ) ( 316 )

Property and equipment, principally due to differences in depreciation ( 748,950 ) ( 766,053 )

2 unchanged sentences

Foreign accruals ( 4,250 ) ( 3,760 )

Unrecognized tax benefit ( 1,677 ) ( 1,677 )

Other — ( 2 )

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Deferred income taxes $ ( 919,814 ) $ ( 951,749 )

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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.

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.

The Company has a valuation allowance of $ 11.1 million and $ 10.4 million at December 31, 2024 and December 31, 2023, respectively, to offset the tax benefit of capital loss and certain state operating loss carryforwards.

In 2024, $ 3.0 million of the valuation allowance was reversed primarily due to the utilization and expiration of the Company's capital loss carryforward.

In addition, $ 3.6 million in valuation allowance was established to offset the tax benefit of certain separate company state operating loss carryforwards.

2024 2023 2022

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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.

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Unrecognized Tax Benefits — The Company's unrecognized tax benefits as of December 31, 2024 would favorably impact the Company's effective tax rate if subsequently recognized.

Management does not expect a decrease in unrecognized tax benefits during the next twelve months.

See Note 2 for accounting policy related to the Company's income taxes.

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Unrecognized tax benefits at end of year $ 1,677 $ 1,677 $ 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.

Interest and Penalties — There were no accrued interest and penalties as of December 31, 2024 and December 31, 2023.

Tax Examinations — Certain of the Company's subsidiaries are currently under examination by federal and state jurisdictions for tax years ranging from 2009 to 2022 .

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As of December 31, 2024, 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.

The 2023 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and

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The following table summarizes the key terms of the 2023 RSA and 2022 RSA (dollars in thousands):

2023 RSA 2022 RSA

default and termination provisions customary for facilities of this type.

The Company was in compliance with these covenants as of December 31, 2024.

Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries.

The following table summarizes the key terms of the 2023 RSA (dollars in thousands):

(Dollars in thousands)

Effective date October 23, 2023 October 3, 2022

Final maturity date October 1, 2025 October 1, 2025

Effective date October 23, 2023

Final maturity date October 1, 2025

Borrowing capacity $ 575,000

Accordion option 1

$ 100,000 $ 100,000

Unused commitment fee rate 2

20 to 40 basis points 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

one month SOFR + credit spread adjustment 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:

3 As identified within the 2023 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR.

Availability under the 2023 RSA is calculated as follows:

(In thousands)

2 unchanged sentences

( 459,200 ) ( 527,000 )

outstanding letters of credit ( 27,167 ) —

Availability under accounts receivable securitization facilities $ 14,333 $ 600

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.

1 As of December 31, 2024, outstanding borrowings are included in "Accounts receivable securitization – current portion" in the consolidated balance sheets and are offset by $ 0.2 million of deferred loan costs.

As of December 31, 2023, outstanding borrowings are included in "Accounts receivable securitization – less current portion" in the consolidated balance sheets and are offset by $ 0.5 million of deferred loan costs.

Interest accrued on the aggregate principal balance at a rate of 5.5 % and 6.3 %, as of December 31, 2024 and 2023, respectively.

1 unchanged sentence

The Company's accounts receivable securitization incurred program fees of $ 28.9 million in 2024, $ 24.8 million in 2023, and $ 9.3 million in 2022.

Refer to Note 23 for information regarding the fair value of the 2023 RSA and 2022 RSA.

Refer to Note 21 for information regarding the fair value of the 2023 RSA.

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Note 13 — Debt and Financing

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2023 Term Loan, due September 3, 2026, net 1 3

249,459 249,135

Revenue equipment installment notes 1 4

192,255 279,339

Prudential Notes, net 1

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Long-term debt, less current portion $ 1,445,313 $ 1,223,021

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(In thousands)

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3 As of December 31, 2024, the carrying amount of the 2023 Term Loan was net of $ 0.5 million in deferred loan costs.

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.

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The Company also had outstanding letters of credit of $ 246.0 million and $ 264.3 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of December 31, 2024 and December 31, 2023, respectively.

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Credit Agreements

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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:

On August 6, 2024, the Company entered into the First Amendment to the 2021 Debt Agreement (the "2024 Amendment") which, among other things, extended the maturity of the Company's 2021 Term Loan A-2 from September 3, 2024 to September 3, 2026, increased the size of the 2021 Term Loan A-2 from $ 200 million to $ 350 million, aligned the applicable margin for the 2021 Term Loan A-2 with that of the rest of the credit facility, transitioned the reference rate for the credit facility from BSBY to SOFR, and made other conforming changes.

The following table presents the key terms of the 2021 Debt Agreement, as amended by the 2024 Amendment:

2021 Term Loan A-2 2021 Term Loan A-3 2021 Revolver 2

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Final maturity date September 3, 2026 September 3, 2026 September 3, 2026

Interest rate margin reference rate BSBY BSBY BSBY

Interest rate margin reference rate SOFR + credit spread adjustment 10 basis points SOFR + credit spread adjustment 10 basis points SOFR + credit spread adjustment 10 basis points

Interest rate minimum margin 1

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As of December 31, 2024, commitment fees on the unused portion of the 2021 Revolver accrued at 0.20 % and outstanding letter of credit fees accrued at 1.50 %.

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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.

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As of December 31, 2024, interest accrued at 6.21 % on the 2023 Term Loan.

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Xpress's Revenue Equipment Installment Notes — In connection with the U.S.

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The interest rates as of December 31, 2024 range from 2.0 % to 7.17 %.

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").

2021 Prudential Notes — Through the ACT Acquisition, 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 have interest rates ranging from 4.05 % to 4.40 % and various maturity dates ranging from January 2025 through January 2028.

The 2021 Prudential Notes previously 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.

As of December 31, 2024, ACT was in compliance with the covenants under the 2021 Prudential Notes.

See Note 21 for fair value disclosures regarding the Company's debt instruments.

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Note 14 — Leases

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Revenue equipment leases

Weighted average remaining lease term 3.9 years 3.8 years 1.0 year 3.8 years

Weighted average remaining lease term 3.6 years 3.6 years 3.9 years 3.8 years

Weighted average discount rate 5.0 % 4.4 % 4.9 % 3.6 %

Real estate and other leases

Weighted average remaining lease term 8.8 years 9.3 years 10.0 years —

Weighted average remaining lease term 8.3 years 8.3 years 8.8 years 9.3 years

Weighted average discount rate 4.4 % 4.2 % 4.1 % 4.2 %

Maturity Analysis of Lease Liabilities (as Lessee) — Future minimum lease payments for all noncancelable leases were:

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Maturity Analysis of Lease Liabilities (as Lessee) — Future minimum lease payments for all noncancellable leases were:

December 31, 2024

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Lease liabilities – less current portion $ 274,549 $ 457,303

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Supplemental Cash Flow Lease Disclosures — The following table sets forth cash paid for amounts included in the measurement of lease liabilities:

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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.

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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.

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2 Represents non-operating income earned from leasing real estate to third parties.

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Maturity Analysis of Future Lease Revenues (as Lessor) — Future minimum lease revenues for all noncancelable leases were:

Maturity Analysis of Future Lease Revenues (as Lessor) — Future minimum lease revenues for all noncancellable leases were:

December 31, 2024

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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.

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fair value of plan assets 33,788 $ 35,423

Unfunded status

Overfunded status

$ ( 1,071 ) $ ( 22 )

Accrued pension liability recognized 1

$ 1,238 $ 847

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.

"Other comprehensive income (loss)" in the consolidated statements of comprehensive income included a $ 0.1 million gain during 2024 and a $ 1.4 million gain and $ 0.5 million for partial settlement of the plan related to a retiree annuity purchase durin g 2023.

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.

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Other information concerning the defined benefit pension plan is summarized below:

(In thousands)

Net periodic pension (expense) income $ ( 7 ) $ 1,264

Net periodic pension income (expense) $ 391 $ ( 7 )

Benefits paid 1,363 $ 3,050

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Expected long-term rate of return on pension plan assets 6.00 % 6.00 %

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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.

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Asset category:

Equity securities — % 30 %

Debt securities 100 % 100 %

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Refer to Note 21 for additional information regarding fair value measurements of the Company's investments.

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.

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ACT did not contribute to the pension plan during 2024.

ACT is not expecting to recognize any net loss within "Other comprehensive loss" in the consolidated statements of comprehensive income during 2025.

The following benefit payments are expected to be paid in each of the fiscal years as follows:

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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

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in the two-year period 2027 through 2028, and none thereafter.

As of December 31, 2024, the Company had outstanding purchase commitments to acquire facilities and non-revenue equipment of $ 104.3 million in 2025, $ 26.4 million in the two-year period 2026 through 2027, and $ 8.6 million in the two-year period 2028 through 2029, and none thereafter.

Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

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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

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John Burnell 1

Swift Transportation Co., Inc March 22, 2010

United States District Court for the Central District of California

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.

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

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.

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

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

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

Based on management's present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is

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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.

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.

not likely to have a materially adverse impact on our overall financial position, operating results, or cash flows.

However, there are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict.

Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop.

The Company's financial position, cash flows or results of operations could be materially affected in any particular period by future claims or the adverse development or ultimate resolution of one or more of these contingencies.

The Company has made accruals with respect to its legal matters where appropriate, as well as legal fees which are included in "Accrued liabilities" in the consolidated balance sheets.

The Company has recorded an aggregate accrual of approximately $ 6.8 million and $ 4.8 million relating to the Company's outstanding legal proceedings as of December 31, 2024 and 2023, respectively.

Other Environmental

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As of December 31, 2024, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $ 1.4 million in the aggregate for all current and prior year claims.

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Note 18 — 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 .

In 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").

The Company made no share repurchases during 2024 and 2023.

As of December 31, 2024 and December 31, 2023, the Company had $ 200.0 million remaining under the 2022 Knight-Swift Share Repurchase Plan.

Note 19 — Stock-based Compensation

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Xpress Legacy Plan until such awards have been exercised, forfeited, canceled, or have otherwise expired or terminated.

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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.

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See Note 2 regarding the Company's accounting policy for stock-based compensation.

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Stock-based Compensation Expense

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(In thousands)

Stock options $ — $ — $ 232

Restricted stock units 22,887 27,543 21,091

Performance units 670 379 12,837

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 $ 23,557 $ 27,922 $ 33,928

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$ 4,768 $ 6,166 $ 4,201

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.

1 The income tax benefit is calculated by applying the statutory tax rate to stock-based compensation expense for equity awards.

Unrecognized Stock-based Compensation Expense

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(In thousands) (In years)

Equity awards – Restricted stock units 53,484 2.1

Equity awards – Performance units 12,441 2.4

Restricted stock units 48,567 2.0

Performance units 9,273 2.4

Total unrecognized stock-based compensation expense $ 57,840 2.1

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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

( 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.

Most stock options granted by the Company could not be exercised until at least one year after the grant date and had a five to ten-year contractual term.

Stock options were generally forfeited upon termination of employment for reasons other than death, disability, or retirement.

As of December 31, 2024 and 2023, the Company had no stock options outstanding.

The following table summarizes stock option exercise information for the years presented:

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Income tax benefit $ 44 $ 63

The total fair value of the shares vested during 2021 was $ 0.6 million.

Restricted Stock Units

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Granted 520,331 49.66

Assumed restricted stock grants from U.S.

Xpress Acquisition 251,358 54.80

( 527,094 ) 46.13

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2 Includes 185,782 shares withheld for taxes which were excluded from the "Common stock issued to employees" activity within the consolidated statements of stockholders' equity.

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Performance Units

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( 103,915 ) $ 43.41

Forfeited ( 178,090 ) $ 59.32

Unvested performance units at December 31, 2024 2

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1 Includes 37,941 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).

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2 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, as well as certain units granted in 2024, is January 1, 2024 to December 31, 2026 (three full calendar years).

The performance measurement period for units granted in 2024 is January 1, 2025 to December 31, 2027 (three full calendar years).

All performance units will vest one month following the expiration of the performance measurement period.

All performance units, if and to the extent earned, 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:

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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.

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Non-compensatory Stock Plan:

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As of December 31, 2024, the Company is authorized to issue an additional 0.7 million shares under the 2012 ESPP.

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Note 20 — Weighted Average Shares Outstanding

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These judgments are developed by the Company based on the best information available under the circumstances.

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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.

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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.

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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.

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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.

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The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:

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Financial Assets:

Restricted investments, held-to-maturity 1

Restricted investments, held-to-maturity, amortized cost $ 530 $ 529 $ 7,175 $ 7,130

Equity method investments 1

Other long-term assets 104,640 104,640 102,252 102,252

Investments in equity securities

Other long-term assets — — 1,668 1,668

Convertible note Other long-term assets — — 11,341 11,341

Financial Liabilities:

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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 — —

– current portion,

Accounts receivable securitization – less current portion 458,983 459,200 526,508 527,000

Mandatorily redeemable contingent consideration 7

Accrued liabilities 134,107 134,107 — —

Accrued liabilities, Other long-term liabilities 132,287 132,287 134,107 134,107

Contingent consideration 7

Accrued liabilities, Other long-term liabilities 5,203 5,203 40,859 40,859

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.

1 Level 2 inputs used to estimate the fair value.

2 As of December 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 are net of $ 0.9 million and $ 0.6 million in deferred loan costs, respectively.

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.

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.

3 As of December 31, 2024, the carrying amount of the 2023 Term Loan is net of $ 0.5 million in deferred loan costs.

As of December 31, 2023, the carrying amount of the 2023 Term Loan is net of $ 0.9 million in deferred loan costs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

4 As of December 31, 2024, the carrying amount of the revenue equipment installment notes included $ 0.6 million in fair value adjustments.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, 2024, the carrying amount of the 2021 Prudential Notes is net of $ 10,000 in deferred loan costs and $ 0.6 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.

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.

6 The carrying amount of the 2023 RSA is net of $ 0.2 million in deferred loan costs as of December 31, 2024.

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Xpress Acquisition.

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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 (Assets) — As of December 31, 2024 and December 31, 2023, the Company had no major categories of assets estimated at fair value that were measured on a recurring basis.

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, 2024 and 2023.

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As of December 31, 2023

Mandatorily redeemable contingent consideration 1

134,107 — — 134,107 —

Contingent consideration 1

40,859 — — 40,859 3,359

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.

1 The Company measures contingent consideration liabilities at fair value each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy.

The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount.

The significant unobservable inputs used in the fair value measurements are forecasted operating income and net income over the earnout period, and the probability outcome percentages assigned to each scenario.

Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earnout liabilities.

Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations .

The following is a rollforward for the summary of changes in the fair value of the Company's contingent consideration liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions:

Beginning balance $ 174,966 $ 4,218

Change in fair value of contingent consideration (a)

Fair value of contingent consideration issuances (b)

Settlement of contingent consideration (c)

( 859 ) ( 3,359 )

Ending balance $ 137,490 $ 174,966

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

(a) The fair values of the mandatorily redeemable contingent consideration and other contingent consideration related to the U.S.

Xpress Acquisition are based on Monte Carlo simulations that measure the present value of the expected future payments to be made in accordance with the provisions outlined in the purchase agreement, which is a Level 3 fair value measurement.

In determining fair value, the Company estimates the future performance using financial projections developed by management about operating income and net income and the volatility associated with operating income and net income.

As of December 31, 2024, the Company used volatility rates of 38.0 % and 41.0 % for operating income and net income, respectively.

The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections.

These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S.

Xpress to achieve the targets.

As of December 31, 2024 the Company used a discount rate of 5.7 %.

Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.

Based on the Company’s ongoing assessment of the fair value of the contingent consideration the Company recorded a net decrease in the estimated fair value of such liabilities of $ 36.6 million during 2024 which was recognized as a gain and is recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.

(b) Refer to Note 4 for information regarding the initial measurement of the contingent consideration related to the U.S.

Xpress Acquisition.

These gains were related to the settlement of certain contingent consideration agreements and are recorded in "Miscellaneous operating expenses" in the Company's consolidated statement of comprehensive income .

2 As of December 31, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.

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, 2024 and 2023:

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$ — $ — $ — $ — $ ( 288 )

Operating lease right-of-use assets 2

$ — $ — $ — $ — $ ( 5,974 )

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$ — $ — $ — $ — $ ( 187 )

— — — — ( 469 )

— — — — ( 1,580 )

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).

2 Reflects the non-cash impairment related to the market value of facility leases (within the Truckload segment and the LTL segment).

3 Reflects the non-cash impairment of certain revenue equipment held for sale and other equipment (within the Truckload segment and the All Other Segments).

4 Reflects the non-cash impairment of software (within the All Other Segments).

3 unchanged sentences

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.

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Fair Value Measurements at Reporting Date Using:

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As of December 31, 2023

US equity funds $ 10,901 $ 10,901 $ — $ —

International equity funds 4,828 4,828 — —

Fixed income funds 34,536 34,536 — —

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— 34 27 410 94 35

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Receivables and payables pertaining to related party transactions were:

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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.

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 and the acquisition of MME in 2021, the U.S.

Xpress Acquisition in 2023, and the DHE Acquisition in 2024.

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.

Based on these events as well as the information reviewed by the CODMs, identified as the Executive Chairman of the Board, the Chief Executive Officer, and the Chief Financial Officer, 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.

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

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.

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.

Our LTL segment, established in 2021 through the ACT Acquisition and later the acquisitions of MME and DHE, is comprised of one operating segment and provides our customers with regional LTL transportation services through a network of approximately 170 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.

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

All Other Segments

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Such intersegment revenues and expenses are eliminated in Knight-Swift's consolidated results.

See Note 2 for additional disclosures regarding the Company's accounting policies about segment disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED

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 %)

Operating income (loss) by segment:

Truckload LTL Logistics Intermodal All Other Segments 2

Eliminations Total

(In thousands)

Total revenue $ 5,034,941 $ 1,235,547 $ 570,001 $ 387,232 $ 266,496 $ ( 84,139 ) $ 7,410,078

Salaries, wages, and benefits 1,786,201 681,697 27,195 60,850 268,617 ( 2,573 ) 2,821,987

Fuel 749,067 102,723 — 17,322 2,034 — 871,146

Operations and maintenance 519,485 75,389 10,993 28,568 ( 67,929 ) ( 19,623 ) 546,883

Insurance and claims 316,342 51,988 5,869 3,968 37,485 — 415,652

Depreciation and amortization of property and equipment 545,773 79,944 3,445 22,257 66,103 — 717,522

Purchased transportation 453,020 16,961 470,289 241,904 11,212 ( 22,580 ) 1,170,806

Other segment items 3

496,708 139,455 28,898 21,821 ( 24,825 ) ( 39,363 ) 622,694

Total operating expense 4,866,596 1,148,157 546,689 396,690 292,697 ( 84,139 ) 7,166,690

Operating income (loss) $ 168,345 $ 87,390 $ 23,312 $ ( 9,458 ) $ ( 26,201 ) $ — $ 243,388

(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

Operating ratio 96.7 % 92.9 % 95.9 % 102.4 % 109.8 % 100.0 % 96.7 %

2023 (recast)

Operating income (loss) by segment:

Truckload LTL Logistics Intermodal All Other Segments 2 4

Eliminations Total

(In thousands)

Total revenue $ 4,698,655 $ 1,082,454 $ 582,250 $ 410,549 $ 462,061 $ ( 94,203 ) $ 7,141,766

Salaries, wages, and benefits 1,544,819 584,836 24,961 56,978 270,330 ( 2,165 ) 2,479,759

Fuel 757,841 100,926 — 17,009 2,662 ( 31 ) 878,407

Operations and maintenance 455,919 57,566 10,629 36,430 ( 64,178 ) ( 22,875 ) 473,491

Insurance and claims 270,560 32,394 2,424 4,948 299,210 — 609,536

Depreciation and amortization of property and equipment 504,378 67,144 4,165 19,621 69,654 — 664,962

Purchased transportation 452,242 17,710 469,909 264,213 20,663 ( 33,901 ) 1,190,836

Other segment items 3

414,919 102,998 26,744 21,857 ( 24,665 ) ( 35,231 ) 506,622

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.

Total operating expense 4,400,678 963,574 538,832 421,056 573,676 ( 94,203 ) 6,803,613

Operating income (loss) $ 297,977 $ 118,880 $ 43,418 $ ( 10,507 ) $ ( 111,615 ) $ — $ 338,153

Operating ratio 93.7 % 89.0 % 92.5 % 102.6 % 124.2 % 100.0 % 95.3 %

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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 %

2022 (recast)

Operating income by segment:

Truckload LTL Logistics Intermodal All Other Segments 2

Eliminations Total

(In thousands)

Total revenue $ 4,531,115 $ 1,069,554 $ 920,707 $ 485,786 $ 516,735 $ ( 95,315 ) $ 7,428,582

Salaries, wages, and benefits 1,265,931 548,758 27,197 51,967 283,448 ( 3,368 ) 2,173,933

Fuel 749,605 124,884 — 17,152 3,962 — 895,603

Operations and maintenance 395,801 52,592 8,823 44,396 ( 54,881 ) ( 23,859 ) 422,872

Insurance and claims 201,032 32,143 1,580 3,698 217,464 1 455,918

Depreciation and amortization of property and equipment 453,562 61,819 2,407 16,727 60,466 — 594,981

Purchased transportation 436,636 19,953 711,389 283,028 32,568 ( 38,637 ) 1,444,937

Other segment items 3

281,967 102,796 35,369 20,651 ( 62,821 ) ( 29,452 ) 348,510

Total operating expense 3,784,534 942,945 786,765 437,619 480,206 ( 95,315 ) 6,336,754

Operating income $ 746,581 $ 126,609 $ 133,942 $ 48,167 $ 36,529 $ — $ 1,091,828

Operating ratio 83.5 % 88.2 % 85.5 % 90.1 % 92.9 % 100.0 % 85.3 %

1 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

2 The credits within All Other Segments represent allocations within corporate to the other segments.

3 Other segment items for each reportable segment include operating taxes and licenses, communications, amortization of intangibles, rental expense, impairments, and other miscellaneous operating expenses.

4 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.

Geographical Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data