Knight-Swift Transportation Holdings Inc. Files 2023 Annual Report

TL;DR

<b>Knight-Swift Transportation Holdings Inc. has filed its 2023 10-K annual report detailing its financial performance and operations.</b>

AI Summary

Knight-Swift Transportation Holdings Inc. (KNX) filed a Annual Report (10-K) with the SEC on February 22, 2024. Knight-Swift Transportation Holdings Inc. filed its 10-K report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 2200 South 75th Avenue, Phoenix, AZ 85043. Knight-Swift Transportation Holdings Inc. was formerly known as SWIFT TRANSPORTATION Co. The filing includes financial data for the fiscal years 2023, 2022, and 2021.

Why It Matters

For investors and stakeholders tracking Knight-Swift Transportation Holdings Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Knight-Swift's financial health and operational strategies for the fiscal year 2023, crucial for investors assessing the company's performance and future outlook. The detailed financial statements and risk factors within the report offer insights into the company's revenue streams, operational costs, and potential challenges in the trucking industry.

Risk Assessment

Risk Level: medium — Knight-Swift Transportation Holdings Inc. shows moderate risk based on this filing. The company operates in the highly competitive trucking industry, which is subject to economic fluctuations, fuel price volatility, and regulatory changes, all of which can impact financial performance.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Knight-Swift's performance drivers and potential headwinds in the transportation sector.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-02-22 — Filing Date (Date of submission)
• 2023 — Fiscal Year (Primary year covered by the report)
• 2022 — Previous Fiscal Year (Comparative year)
• 2021 — Prior Fiscal Year (Comparative year)

Key Players & Entities

• Knight-Swift Transportation Holdings Inc. (company) — Filer name
• SWIFT TRANSPORTATION Co (company) — Former company name
• 2200 SOUTH 75TH AVENUE (location) — Business address
• PHOENIX (location) — Business address city
• AZ (location) — Business address state
• 85043 (location) — Business address zip
• 602-269-9700 (phone) — Business phone

FAQ

Risk Factors

• Economic Conditions [medium — market]: Adverse economic conditions, including recessions, could negatively impact demand for transportation services and affect operating results.
• Fuel Price Volatility [medium — market]: Fluctuations in fuel prices can significantly impact operating costs and profitability, as fuel is a major expense for trucking companies.
• Government Regulations [medium — regulatory]: The trucking industry is subject to extensive government regulations concerning safety, emissions, and driver hours, which can increase compliance costs and operational complexity.
• Driver Shortages and Retention [medium — operational]: A shortage of qualified truck drivers and difficulties in retaining them can disrupt operations and increase labor costs.
• Interest Rate Changes [low — financial]: Changes in interest rates can affect the cost of debt financing and the company's overall financial leverage.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2024-02-22: Filing Date — Date the 10-K report was officially submitted to the SEC.

Key Financial Figures

• $0.01 — hange on which registered Common Stock $0.01 Par Value KNX New York Stock Exchange
• $7.1 billion — buting to consolidated total revenue of $7.1 billion and consolidated operating income of $0
• $0.3 billion — on and consolidated operating income of $0.3 billion. During 2023, the Truckload segment ope

Filing Documents

• knx-20231231.htm (10-K) — 3626KB
• knx-ex4112312023.htm (EX-4.1) — 68KB
• knx-ex105012312023.htm (EX-10.50) — 1089KB
• knx-ex21112312023.htm (EX-21.1) — 14KB
• knx-ex23112312023.htm (EX-23.1) — 2KB
• knx-ex31112312023.htm (EX-31.1) — 10KB
• knx-ex31212312023.htm (EX-31.2) — 10KB
• knx-ex32112312023.htm (EX-32.1) — 6KB
• knx-ex32212312023.htm (EX-32.2) — 6KB
• knx-ex97112312023.htm (EX-97.1) — 28KB
• knx-20231231_g1.jpg (GRAPHIC) — 92KB
• knx-20231231_g10.jpg (GRAPHIC) — 112KB
• knx-20231231_g2.gif (GRAPHIC) — 13KB
• knx-20231231_g3.gif (GRAPHIC) — 184KB
• knx-20231231_g4.jpg (GRAPHIC) — 15KB
• knx-20231231_g5.gif (GRAPHIC) — 44KB
• knx-20231231_g6.gif (GRAPHIC) — 134KB
• knx-20231231_g7.gif (GRAPHIC) — 5KB
• knx-20231231_g8.gif (GRAPHIC) — 21KB
• knx-20231231_g9.jpg (GRAPHIC) — 15KB
• 0001492691-24-000015.txt (&nbsp;) — 20121KB
• knx-20231231.xsd (EX-101.SCH) — 92KB
• knx-20231231_cal.xml (EX-101.CAL) — 109KB
• knx-20231231_def.xml (EX-101.DEF) — 579KB
• knx-20231231_lab.xml (EX-101.LAB) — 1235KB
• knx-20231231_pre.xml (EX-101.PRE) — 856KB
• knx-20231231_htm.xml (XML) — 2929KB

Business

Item 1. Business 6

Risk Factors

Item 1A. Risk Factors 25

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 37

Cybersecurity

Item 1C. Cybersecurity 38

Properties

Item 2. Properties 41

Legal Proceedings

Item 3. Legal Proceedings 43

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 43 PART II

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43

Reserved

Item 6. Reserved 44

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 45

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 73

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 74

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 127

Controls and Procedures

Item 9A. Controls and Procedures 127

Other Information

Item 9B. Other Information 130

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 130 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 130

Executive Compensation

Item 11. Executive Compensation 130

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 130

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 131

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 131 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 132

Form 10-K Summary

Item 16. Form 10-K Summary 136

Signatures

Signatures 137 1 Table of Contents KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. 2023 ANNUAL REPORT ON FORM 10-K GLOSSARY OF TERMS The following glossary provides definitions for certain acronyms and terms used in this Annual Report on Form 10-K. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Term Definition Knight-Swift/the Company/Management/We/Us/Our Unless otherwise indicated or the context otherwise requires, these terms represent Knight-Swift Transportation Holdings Inc. and its subsidiaries. Annual Report Annual Report on Form 10-K 2012 ESPP Employee Stock Purchase Plan, effective beginning in 2012, amended and restated in 2018 2014 Stock Plan The Company's second amended and restated 2014 Omnibus Incentive Plan 2017 Merger The September 8, 2017 merger of Knight and Swift, pursuant to which we became Knight-Swift Transportation Holdings Inc. 2021 Debt Agreement The Company's unsecured credit agreement, entered into on September 3, 2021, consisting of the 2021 Revolver and 2021 Term Loans, which are defined below 2021 Prudential Notes The unsecured Second Amended and Restated Note Purchase and Private Shelf Agreement, entered into on September 3, 2021, maturing October 2023 through January 2028 2021 Revolver Revolving line of credit under the 2021 Debt Agreement, maturing on September 3, 2026 2021 Term Loans The Company's term loans under the 2021 Debt Agreement, collectively consisting of the 2021 Term Loan A-1, 2021 Term Loan A-2 and 2021 Term Loan A-3 2021 Term Loan A-1 The Company's term loan under the 2021 Debt Agreement, which matured on December 3, 2022 2021 Term Loan A-2 The Company's term loan under the 2021 Debt Agreement, maturing on September 3, 2024 2021 Term Loan A-3 The Company's term loan under the 2021 Debt Agreement, maturing on September 3, 2026 2023 Term Loan The Company's term loan entered into on June 22, 2023, matur

BUSINESS

ITEM 1. BUSINESS Certain acronyms and terms used throughout this Annual Report are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document. Company Overview Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and other complementary services. Our objective is to operate our business with industry-leading margins, continued organic growth and growth through acquisitions while providing safe, high-quality, cost-effective solutions for our customers. Knight-Swift uses a nationwide network of business units and terminals in the US and Mexico to serve customers throughout North America. In addition to operating one of the country's largest truckload fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors. During 2023, we covered 1.6 billion loaded miles for shippers throughout North America, contributing to consolidated total revenue of $7.1 billion and consolidated operating income of $0.3 billion. During 2023, the Truckload segment operated an average of 20,948 tractors (comprised of 18,821 company tractors and 2,127 independent contractor tractors) and 87,865 trailers. Our LTL segment operated an average of 3,201 tractors and 8,482 trailers. Additionally, the Intermodal segment operated an average of 639 tractors and 12,730 intermodal containers. Our four reportable segments are Truckload, LTL, Logistics, and Intermodal. We have historically grown through a combination of organic growth, and through mergers and acquisitions (discussed below). M