Knight-Swift Transportation Holdings Inc.
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 30, 2025
KNX$58.41-1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-30.
0001492691-24-000091
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-30.
0001492691-25-000042
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 287 previous paragraphs and 254 current paragraphs.
130 unchanged; 87 reworded; 35 added; 67 removed; 3 previous and 2 current paragraphs rearranged.
Tables are not compared: 33 previous and 33 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
•Truckload — 96.3% operating ratio during the quarter ended March 31, 2025. The Adjusted Operating Ratio 1 was 95.6%, with a 4.2% year-over-year decrease in revenue, excluding fuel surcharge and intersegment transactions. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, increased year-over-year for the first time in 10 quarters, improving 1.5%.
Current report
•LTL — 96.4% operating ratio during the quarter ended March 31, 2025. The Adjusted Operating Ratio 1 deteriorated 420 basis points year-over-year to 94.2%, due to start-up costs and early-stage operations at recently opened facilities as well as some lingering costs from the integration of the DHE Acquisition. We opened seven new locations during the first quarter, as we continue to invest in our network.
Current report
•Logistics —96.4% operating ratio during the quarter ended March 31, 2025. The Adjusted Operating Ratio 1 was 95.5% with a gross margin of 18.1%. Revenue increased 11.8% year-over-year. Revenue per load increased 11.7% and load count was flat.
Current report
•All Other Segments — Operating income increased to $6.0 million during the quarter ended March 31, 2025 from a $20.4 million operating loss during the comparable period of 2024, largely as a result of our warehousing business and leasing businesses and reflects improvement from the prior year period, which had included a $19.5 million operating loss for the third-party insurance business we exited during the first quarter of 2024.
Current report
Market Trends and Company Outlook
Current report
Market Trends
Current report
Early in the first quarter, several indicators, both internal and external, were pointing to positive momentum in the truckload market. Our early bid season results were positive and volumes remained healthy following the fourth quarter. In February, severe weather in areas of the country not well positioned to handle snow and ice contributed to a slowdown in volumes. We were expecting a nice seasonal volume rebound in March. However, fluid trade policy spurred a more cautious tone among shippers that brought a pause to the momentum in the market. The increased uncertainty among shippers and growing concern among consumers resulted in lower volumes and an absence of the typical seasonal build in March, further impacting current rate negations. Further, the progress we are making on contractual rates may not be as visible in our second quarter results if the market experiences reduced volume and the spot market remains weak.
Current report
We are staying close with our customers as the situation unfolds, and they are generally expressing a few different approaches at this point. Some are pressing forward with little change, meeting product as they see strength in their underlying sales. Some have already cut back or are in the process of cutting back on purchases, mostly centered around China, while still others are in wait-and-see mode, where they're drawing down inventory to support sales in the near term. At this point, our customers are expressing more concern around cost impacts of tariffs and less concern regarding demand from their customers. These strategies could create negative disruptions in volume in the near term. However, if consumer spending remains steady, goods will have to move at some point and that may create opportunities for carriers that are proven to be nimble with scale like many of our Knight-Swift truckload brands. We recognize our customers' plans can change as clarity develops, so we are focused on controlling what we can control. For example, we are tightening our equipment fleet by selling underutilized tractors and trailers that we expect will lead to lower depreciation and greater utilization of our remaining assets.
Current report
During the first half of April, market conditions have largely been stable with where we exited the first quarter, but there is a wide range of possible paths forward from here. There could be a lull in volumes if shippers were to adjust supply chains or there could be a pull forward in anticipation of a return of reciprocal tariffs. Changes in trade policy could create the need for shippers to react quickly in managing inventory levels, which could benefit the fast flexible nature of truckload service. On the other hand, concerns of recession risks could cause shippers to trim inventories and to aggressively prioritize the lowest short-term cost over all other factors.
Current report
The LTL industry is not immune to the wait-and-see attitude dampening freight demand, but we are not expecting the same potential for volatility in LTL demand in the second quarter as we do for Truckload. Also, we believe our significant LTL network expansion over the past year positions us for differentiated growth.
Current report
Company Outlook
Current report
•Truckload Segment revenue up low single-digit percent sequentially in second quarter with operating margins relatively stable sequentially,
Current report
•Revenue per loaded mile fairly flat sequentially as contract rate improvement is offset by weakness in spot rates,
Current report
•Tractor count down low single-digit percent sequentially in second quarter but offset by improvement in miles per tractor.
Current report
•Adjusted Operating Ratio modestly improves sequentially in second quarter to the low 90’s as shipment count growth improves optimization, efficiency, and cost absorption.
Current report
•Logistics Segment revenue down low single-digit percent sequentially in second quarter,
Current report
•Adjusted Operating Ratio remains fairly stable with first quarter levels.
Current report
•Intermodal Segment load count and operating margin fairly stable sequentially in second quarter.
Current report
•Net interest expense fairly stable sequentially into the second quarter,
Current report
•Contributor —$21.5 million increase in operating income within our Truckload segment primarily due to a 1.5% increase in revenue per loaded mile.
Current report
•Contributor — $2.7 million increase in operating income within our Logistics segment due to a 11.7 % increase in revenue per load.
Current report
•Contributor — $2.0 million increase in other income, net, primarily due to current quarter income within our portfolio of investments.
Current report
•Offset — $14.0 million increase in consolidated income tax expense, primarily due to increase in pretax income. Our effective tax rate for the first quarter of 2025 was 25.4%, compared to 55.1% for the first quarter of 2024.
Current report
3 Includes 19,840 and 21,120 average company-owned tractors for the first quarter of 2025 and 2024, respectively.
Current report
Comparison Between the Quarters Ended March 31, 2025 and 2024 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 4.2% year-over-year, driven by a 5.4% decrease in loaded miles, primarily in our dedicated services. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, increased 1.5% year-over-year, which was the first year-over-year increase in 10 quarters. The first quarter Adjusted Operating Ratio improved 170 basis points year-over-year to 95.6%, reflecting improvements of 100 basis points for U.S. Xpress and 200 basis points for our legacy trucking businesses. Notably, the U.S. Xpress trucking business achieved a quarterly operating profit for the first time since our July 2023 acquisition. Miles per tractor improved 0.8% year-over-year as our efforts to drive productivity and sell underutilized assets overcame the drop in volumes. Adjusted Operating Expenses per mile decreased 0.9% year-over-year as we continue to execute our cost reduction initiatives to improve our cost structure. We are focused on disciplined pricing and cost control that we expect will position our business to continue to respond to volatile market conditions.
Current report
During the first quarter, we opened seven additional service centers, growing our door count 3.6% year-to-date. We anticipate our pace of facility expansion will be lower in 2025 than in 2024 and believe ongoing bid activities will provide further opportunities to grow shipment volume and improve efficiencies. Our focus for 2025 is to drive both revenue and margin expansion in the business. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
Current report
2 Includes 576 and 552 company-owned tractors for the first quarter of 2025 and 2024, respectively.
Current report
Comparison Between Quarters Ended March 31, 2025 and 2024 — Operations and maintenance expense decreased by $2.3 million for the first quarter of 2025, as compared to the same period last year. The decrease was due to the decrease in miles driven by company driving associates discussed above and lower driving associate hiring expense, partially offset by costs related to integrating new facilities into our expanding LTL network.
Current report
Comparison Between Quarters Ended March 31, 2025 and 2024 — Consolidated depreciation and amortization of property and equipment decreased $4.4 million for the first quarter of 2025, as compared to the same period last year. This decrease is primarily due to decreases in tractor and trailer depreciation as a result of the decrease in tractor and trailer counts in our Truckload segment, partially offset by increases in equipment counts for our LTL segment.
Current report
•First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).
Current report
Non-GAAP Reconciliation: Consolidated Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio
Current report
•$566.9 million: Finance lease obligations
Current report
•$15.2 million: Other
Current report
•$597.4 million: Finance lease obligations
Current report
Comparison Between Quarter Ended March 31, 2025 and 2024 —The $72.2 million increase in net cash provided by operating activities is primarily related to a $161.1 million cash payment made during quarter ended March 31, 2024 for an agreement to transfer certain outstanding insurance reserves. The increase in net cash provided by operating activities also included a $46.1 million increase in operating income for quarter ended March 31, 2025. and was partially offset by changes to our net working capital.
Removed paragraphs (67)
Previous report
•Truckload — 97.6% operating ratio during the year-to-date period ended September 30, 2024. The Adjusted Operating Ratio 1 was 96.7%, with a 14.9% year-over-year increase in revenue, excluding fuel surcharge and intersegment transactions, as a result of the inclusion of the truckload business of U.S. Xpress. Adjusted Operating Ratio worsened by 520 basis points year-over-year primarily due to the 4.8% decline in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, and the 1.3% increase in cost per mile largely due to inflationary prices.
Previous report
•LTL — 91.5% operating ratio during the year-to-date period ended September 30, 2024. The Adjusted Operating Ratio 1 increased 330 basis points year-over-year to 88.5%, primarily as a result of incremental operating, maintenance, and labor costs as we expand. We opened 34 new locations during the year-to-date period of 2024, and we acquired the assets of DHE effective July 30,2024, as we continue to grow our network.
Previous report
•Logistics —96.5% operating ratio during the year-to-date period ended September 30, 2024. The Adjusted Operating Ratio 1 was 95.7% with a gross margin of 17.5% while revenue, excluding intersegment transactions, decreased 2.7%, including the U.S. Xpress logistics business. Load count decreased 11.5% due to the soft demand environment.
Previous report
•All Other Segments — Operating loss decreased to $10.3 million during the year-to-date period ended September 30, 2024 from $28.1 million during the comparable period of 2023, largely as a result of exiting the third-party insurance business.
Previous report
Market Trends and Outlook
Previous report
The national unemployment rate was 4.1%1 as of September 30, 2024, as compared to 3.8% as of September 30, 2023. The US gross domestic product, which is the broadest measure of goods and services produced across the economy, increased by 3.0%2 on a quarter-over-quarter basis, per the most recent third-party forecasts. The increase, compared to the prior quarter increase of 1.6%, primarily reflected increases in consumer spending, private inventory investment, and nonresidential fixed investments. These were partially offset by increased imports. The most recent US employment cost index indicates a quarter-over-quarter increase of 4.1%1 and a sequential increase of 0.9%1.
Previous report
•Truckload Segment revenue up slightly sequentially in the fourth quarter and down low-to-mid single-digit percent sequentially into the first quarter with operating margins improving modestly sequentially in the fourth quarter and declining modestly sequentially into the first quarter,
Previous report
•Tractor count down low single-digit percent sequentially in the fourth and first quarters.
Previous report
•Adjusted operating ratios in the high 80's as we continue to absorb costs from our network expansion.
Previous report
•Logistics Segment revenue up high single-digit percent sequentially in the fourth quarter and declining high-teens percent sequentially in the first quarter, with Adjusted Operating Ratios in the mid-90’s.
Previous report
•Intermodal Segment load count down mid-to-high single-digit percent sequentially in the fourth quarter before growing low single-digit percent sequentially in the first quarter with approximately break-even operating margins.
Previous report
•Net interest expense down modestly sequentially in the fourth quarter and first quarter,
Previous report
1 Source: bls.gov
Previous report
2 Source: bea.gov
Previous report
•Contributor —$3.0 million decrease in operating income within our Truckload segment primarily due to a 5.7% decline in loaded miles, partially offset by a 1.3% decrease in cost per mile.
Previous report
•Contributor — $3.7 million decrease in operating income within our Logistics segment due to the 21.1% decrease in load count, partially offset by a 13.6% increase in revenue per load.
Previous report
•Contributor — $8.3 million decrease in other income, net, primarily due the $12.1 million loss on investment as a result of the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024.
Previous report
•Contributor — $15.4 million increase in consolidated income tax expense, primarily due to a partial release in the third quarter of 2023 of the valuation allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits. Our effective tax rate for the third quarter of 2024 was 32.0%, compared to (2.1)% for the third quarter of 2023.
Previous report
Operating Results: Year-To-Date September 30, 2024 Compared to Year-To-Date September 30, 2023
Previous report
The $179.7 million decrease in net income attributable to Knight-Swift to $48.1 million during the year-to-date period ended September 30, 2024 from $227.8 million during the same period last year includes the following:
Previous report
•Contributor —$140.2 million decrease in operating income within our Truckload segment primarily due to a 4.8% decline in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, and a 1.3% increase in cost per mile.
Previous report
•Contributor — $11.2 million decrease in operating income within our LTL segment due to severe winter weather experienced during the first quarter of 2024 and start-up costs and early stage operations at our recently opened facilities.
Previous report
•Contributor — $18.8 million decrease in operating income within our Logistics segment due to an 11.5% decline in load count.
Previous report
•Contributor — $2.0 million increase in operating loss within our Intermodal segment, driven by a 10.0% decrease in revenue per load, partially offset by a 1.3% increase in load count.
Previous report
•Contributor — $39.3 million increase in consolidated interest expense primarily driven by higher debt balances related to the U.S. Xpress and DHE acquisitions and higher interest rates.
Previous report
•Contributor — $13.8 million decrease in other income, net, primarily due the $12.1 million loss on investment as a result of the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024.
Previous report
•Offset — $31.2 million decrease in consolidated income tax expense, primarily due to a reduction of pre-tax income which was partially offset by the partial release in the third quarter of 2023 of the valuation allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits. This resulted in an effective tax rate of 32.2% for the year-to-date period ended September 30, 2024, and 19.1% for the year-to-date period ended September 30, 2023.
Previous report
2 Defined under "Operating Statistics," above. In order to improve comparability, average tractors of 18,541 is used as the denominator in the average revenue per tractor and total miles per tractor calculations for year-to-date 2023, reflecting the pro-rata portion of the year for which U.S. Xpress' results of operations were reported following the close of the U.S. Xpress Acquisition.
Previous report
3 Includes 20,688 and 21,676 average company-owned tractors for the third quarter of 2024 and 2023, respectively. Includes 20,838 and 17,977 average company-owned tractors for the year-to date periods September 30, 2024 and 2023, respectively.
Previous report
Comparison Between the Quarters Ended September 30, 2024 and 2023 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 6.1% year-over-year, driven by a 5.7% decrease in loaded miles as we lapped the acquisition of U.S. Xpress at the beginning of the quarter. The third quarter Adjusted Operating Ratio was 95.6% in an environment that remained challenging. On a sequential basis, the Adjusted Operating Ratio of our legacy trucking businesses improved 250 basis points over the second quarter, while stable margins at U.S. Xpress negatively impacted this segment's Adjusted Operating Ratio by 220 basis points for the quarter. Third quarter revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was flat year-over-year and increased slightly over the second quarter. The sequential improvement in revenue per loaded mile was achieved through positive rate changes in bid awards and our spot activity which continues to be at a premium to our average contractual revenue per loaded mile.
Previous report
Cost per mile improved 1.3% year-over-year as we continue to focus on what we can control. We are working diligently to improve our cost structure and equipment utilization to mitigate pressure on margins through this prolonged freight cycle while remaining disciplined on pricing and capacity commitments to position our business to respond when market conditions improve.
Previous report
Comparison Between Year-to-Date September 30, 2024 and 2023 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions, was $3.3 billion, an increase of 14.9% year-over-year, reflecting a 7.1% decline in the legacy truckload business prior to the inclusion of U.S. Xpress. Adjusted Operating Ratio was 96.7%, largely driven by a 4.8% decrease in revenue per loaded mile, excluding fuel surcharge and intersegment transactions and a 1.3% increase in cost per mile, net of fuel surcharge recovery.
Previous report
2 Defined under "Operating Statistics," above.
Previous report
During the quarter, we opened 16 additional service centers following 18 openings in the first half of the year. We expect to open 4 more service centers by the end of 2024. Also, our DHE acquisition represents approximately 10% growth in both service centers and door count for our LTL network. Overall, our organic and inorganic expansion activities in 2024 should add nearly 1,500 doors, representing a 32.2% increase to our door count from the beginning of the year. We believe this meaningfully impacts the reach of our service offering and increases the density of our network. We believe the investments we are making in our network during 2024 bring opportunities to service additional freight and customers, though the associated set-up costs and initial operational inefficiencies are near-term headwinds to improving margins. Our focus for 2025 will be to have these locations continue to scale, particularly as they participate in the next bid cycle, to help drive growth and margin expansion in the business. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
Previous report
Comparison Between Year-to-Date September 30, 2024 and 2023 —The LTL segment produced an 88.5% Adjusted Operating Ratio during the year-to-date period ending September 30, 2024, as revenue, excluding fuel surcharge, increased 14.9%. Adjusted Operating Income decreased 10.5% due to severe winter weather experienced during the first quarter of 2024 and start-up costs and early stage operations at our recently opened facilities. Average shipments per day increased 8.7%. Revenue per hundredweight, excluding fuel surcharge, increased 11.8%, while revenue per shipment, excluding fuel surcharge, increased 6.8%, reflecting a 4.6% decrease in weight per shipment.
Previous report
2 Defined under "Operating Statistics," above.
Previous report
Comparison Between Year-to-Date September 30, 2024 and 2023 —The Logistics segment Adjusted Operating Ratio was 95.7%, with agross margin of 17.5% in the year-to-date period ending September 30, 2024, down from 19.0% in the same period of the prior year. Logistics load count decreased 11.5%, reflecting the inclusion of U.S. Xpress logistics volumes. Revenue per load increased by 8.8% year-over-year, largely driven by the inclusion of U.S. Xpress logistics in the current period, as it has a different business mix.
Previous report
2 Includes 566 and 612 company-owned tractors for the third quarter of 2024 and 2023, respectively.
Previous report
Includes 558 and 583 company-owned tractors for the year-to-date periods ended September 30, 2024 and 2023, respectively.
Previous report
Comparison Between Year-to-Date September 30, 2024 and 2023 —The Intermodal segment operated with a 102.8% operating ratio, while total revenue decreased 8.8% year-over-year to $288.2 million. The drop in revenue was driven by a 10.0% decline in revenue per load, offset by a 1.3% increase in load count year-over-year.
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Reworded paragraphs (87)
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•economic conditions and growth, including future inflation, consumer spending, supply chain conditions, labor supply and relations, and US Gross Domestic Product ("GDP") changes,
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•economic conditions and growth, including future inflation, consumer spending, supply chain conditions, inventory levels or management, labor supply and relations, and trade policy,
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Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "will," "would," "should," "expects," "estimates," "designed," "likely," "foresee," "goals," "seek," "target," "forecast," "projects," "anticipates," "plans," "intends," "hopes," "strategy," "potential," "objective," "mission," "continue," "outlook," "feel," and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to materially differ from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" in our 2023 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.
Current wording
Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "will," "would," "should," "expects," "estimates," "designed," "likely," "foresee," "goals," "seek," "target," "forecast," "projects," "anticipates," "plans," "intends," "hopes," "strategy," "potential," "objective," "pursue," "continue," "outlook," "feel," and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to materially differ from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" in our 2024 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.
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Consolidated operating income decreased 48.3% to $165.4 million during the year-to-date period ended September 30, 2024, as compared to the same period last year. Net income attributable to Knight-Swift decreased 78.9% to $48.1 million.
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Consolidated operating income increased 224.3% to $66.7 million during the quarter ended March 31, 2025, as compared to the same period last year. Net income attributable to Knight-Swift increased 1262.8% to $30.6 million.
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•Intermodal —102.8% operating ratio during the year-to-date period ended September 30, 2024, as revenue per load declined 10.0% year-over-year and load count increased 1.3%.
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•Intermodal —102.0% operating ratio during the quarter ended March 31, 2025, as revenue per load declined 1.1% year-over-year and load count increased 4.6%.
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•Liquidity and Capital —During the year-to-date period ended September 30, 2024, we generated $524.7 million in operating cash flows and Free Cash Flow 1 of $116.2 million, which was negatively impacted by our decision to transfer $161.1 million of third-party insurance claim liabilities to another insurance company as discussed during the previous quarter, funded by transferring the corresponding restricted cash held in trust for payment of the third-party insurance claims. The use of restricted cash in this transaction does not impact the availability of operating cash for the needs of our ongoing businesses. We paid down $112.3 million in finance lease liabilities, $147.0 million in operating lease liabilities, and made $92.2 million of net repayments on our 2021 Revolver and 2023 RSA. As of September 30, 2024, we had a balance of $166.3 million in unrestricted cash and cash equivalents, $1.4 billion face value outstanding on the 2021 Term Loans and 2023 Term Loan, and $7.1 billion of stockholders' equity. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.
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•Liquidity and Capital —During the quarter ended March 31, 2025, we generated $109.4 million in operating cash flows and Free Cash Flow 1 of $70.0 million. We paid down $30.6 million in finance lease liabilities, $35.5 million in operating lease liabilities, and had $23.0 million of net borrowings our 2021 Revolver and 2023 RSA. As of March 31, 2025, we had a balance of $209.5 million in unrestricted cash and cash equivalents, $2.6 billion face value outstanding debt, net of unrestricted cash, and $7.1 billion of stockholders' equity. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants. See discussion under "Liquidity and Capital Resources" for additional information.
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2 Our tractor fleet within the Truckload segment had a weighted average age of 2.6 years and 2.5 years as of September 30, 2024 and 2023, respectively.
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2 Our tractor fleet within the Truckload segment had a weighted average age of 2.8 years and 2.6 years as of March 31, 2025 and 2024, respectively.
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3 Our average trailers includes 8,510 and 8,432 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2024 and 2023, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 9.1 years and 9.1 years as of September 30, 2024 and 2023, respectively. Our average trailers includes 8,718 and 8,599 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods September 30, 2024 and 2023, respectively.
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3 Our average trailers includes 9,657 and 8,769 trailers related to leasing activities recorded within our All Other Segments for the quarters ended March 31, 2025 and 2024, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 8.8 years and 8.4 years as of March 31, 2025 and 2024, respectively.
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4 Our LTL tractor fleet had a weighted average age of 4.2 years and 4.3 years as of September 30, 2024 and 2023, respectively. Our LTL tractor fleet includes 615 and 609 tractors from ACT's and MME's dedicated and other businesses for the quarters ended September 30, 2024 and 2023, respectively. Our LTL tractor fleet includes 613 and 610 tractors from ACT's and MME's dedicated and other businesses for the year-to-date period September 30, 2024 and 2023, respectively.
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4 Our LTL tractor fleet had a weighted average age of 4.0 years and 4.3 years as of March 31, 2025 and 2024, respectively. Our LTL tractor fleet includes 668 and 611 tractors from ACT's and MME's dedicated and other businesses for the quarters ended March 31, 2025 and 2024, respectively.
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5 Our LTL trailer fleet had a weighted average age of 8.5 years as of September 30, 2024 and 2023. Our LTL trailer fleet includes 843 and 777 trailers from ACT's and MME's dedicated and other businesses for the quarters ended September 30, 2024 and 2023, respectively. Our LTL trailer fleet includes 831 and 778 trailers from ACT's and MME's dedicated and other businesses for the year-to-date periods September 30, 2024 and 2023, respectively.
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5 Our LTL trailer fleet had a weighted average age of 7.8 years and 8.6 years as of March 31, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,015 and 821 trailers from ACT's and MME's dedicated and other businesses for the quarters ended March 31, 2025 and 2024, respectively.
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Our Company outlook for the fourth quarter of 2024 and the first quarter of 2025 includes the following:
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Our Company outlook for the second quarter of 2025 includes the following:
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•LTL Segment with high-teens percent growth in revenue, excluding fuel surcharge, year-over-year in both fourth and first quarters driven by shipment count growth from our expanding network, the inclusion of DHE, and yield improvement,
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•LTL Segment revenue, excluding fuel surcharge, growth between 25% - 30% year-over-year in second quarter driven by shipment count growth from our expanding network, the inclusion of DHE, and yield improvement,
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•All Other Segment operating income, before including the $11.7 million quarterly intangible asset amortization, approximately break-even for the fourth quarter as some of these services experience their typical seasonal slowdown, and $16 million to $21 million for the first quarter.
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•All Other Segment operating income, before including the $11.7 million quarterly intangible asset amortization, of approximately $8 million to $12 million in second quarter.
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•Equipment gains to be in the range of $5 million to $10 million per quarter,
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•Gain on sale to be in the range of $18 million to $23 million in the second quarter,
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•Net cash capital expenditures for the full year 2024 expected range of $525 million - $575 million,
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•Net cash capital expenditures for the full year 2025 expected range of $575 million - $625 million,
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•Expected effective tax rate on adjusted income before taxes of approximately 26% to 27% for fourth quarter 2024 and approximately 26% to 28% for full year 2025.
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•Expected effective tax rate on adjusted income before taxes of approximately 24.5% to 25.5% for full year 2025.
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In addition to the above, we expect the Truckload segment will continue to pursue opportunities, as we implement a decentralized operating model within our new U.S. Xpress locations, and the Logistics segment will continue to provide value to our customers through our power-only and traditional brokerage service offerings. Our ACT and MME teams are working together to further build out a super-regional network, which we expanded in the third quarter of 2024 with the DHE Acquisition, that we expect will provide additional yield and revenue opportunities. The Intermodal segment continues to build out its network that aligns with our new rail partners as we pursue a more diversified portfolio of customers. Our All Other Segments are further expanding to complement our other service offerings.
Current wording
In addition to the above, we expect the Truckload segment will continue to pursue opportunities, as we continue to implement a decentralized operating model within our new U.S. Xpress locations, and the Logistics segment will continue to provide value to our customers through our power-only and traditional brokerage service offerings. Our ACT and MME teams are working together to further build out a super-regional network, which we expanded in 2024 through organic expansion and with the DHE Acquisition, that we expect will provide additional yield and revenue opportunities. We expect the pace of our LTL facility expansion will be lower in 2025 than in 2024 as we focus on ongoing bid activities that we believe will provide further opportunities to grow shipment volumes and improve efficiencies in our LTL segment. The Intermodal segment continues to build out its network that aligns with our new rail partners as we pursue a more diversified portfolio of customers. Our All Other Segments are further expanding to complement our other service offerings.
Previous wording
We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment, terminal improvements, or terminal expansions during 2024. With significant tightening in the insurance markets, we may also experience changes in premiums, retention limits, and excess coverage limits in the remainder of 2024. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of truckload and LTL fuel surcharge revenue, may increase in the future, particularly during periods of sharply rising fuel prices. In periods of declining prices the opposite is true. Overall, we remain committed to long-term profitability as we continue to leverage opportunities across the Knight-Swift brands, and efficiently deploy our assets, while maintaining a relentless focus on cost control. This includes seeking acquisition opportunities to improve earnings, gain customers, and reach more professional drivers, as illustrated by the acquisition of U.S. Xpress and our intention to expand the geographic footprint of our LTL network, as illustrated by the DHE Acquisition.
Current wording
We anticipate that depreciation and amortization expense will increase, as a percentage of revenue, excluding truckload and LTL fuel surcharge, as we intend to purchase, rather than enter into operating leases, for a majority of our revenue equipment or terminal improvements during 2025. With significant tightening in the insurance markets, we may also experience changes in premiums, retention limits, and excess coverage limits in the remainder of 2025. While fuel expense is generally offset by fuel surcharge revenue, our fuel expense, net of truckload and LTL fuel surcharge revenue, may increase in the future, particularly during periods of sharply rising fuel prices. In periods of declining prices the opposite is true. Overall, we remain committed to long-term profitability as we continue to leverage opportunities across the Knight-Swift brands, and efficiently deploy our assets, while maintaining a relentless focus on cost control. This includes seeking acquisition opportunities to improve earnings, gain customers, and reach more professional drivers, as illustrated by the acquisition of U.S. Xpress and our intention to further expand the geographic footprint of our LTL network, as illustrated by the DHE Acquisition.
Previous wording
Note: The reported results do not include U.S. Xpress' operating results prior to its acquisition by the Company on July 1, 2023 in accordance with the accounting treatment applicable to the transaction. The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior period results may not be meaningful.
Current wording
Note: The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior period results may not be meaningful.
Previous wording
Operating Results: Third Quarter 2024 compared to Third Quarter 2023
Current wording
Operating Results: First Quarter 2025 compared to First Quarter 2024
Previous wording
The $29.7 million decrease in net income attributable to Knight-Swift to $30.5 million during the third quarter of 2024 from $60.2 million during the same period last year includes the following:
Current wording
The $33.3 million increase in net income attributable to Knight-Swift to $30.6 million during the first quarter of 2025 from a $2.6 million loss during the same period last year includes the following:
Previous wording
•Offset — $3.1 million decrease in operating loss within our Intermodal segment, driven by a 7.2% increase in load count, partially offset by a 5.3% decrease in revenue per load.
Current wording
•Contributor — $3.1 million decrease in operating loss within our Intermodal segment, driven by a 4.6% increase in load count, partially offset by a 1.1% decrease in revenue per load.
Previous wording
•Offset — $11.6 million increase in operating income within the All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.
Current wording
•Contributor — $26.5 million increase in operating income within the All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter of 2024.
Previous wording
•Contributor — $5.0 million increase in consolidated interest expense primarily driven by higher debt balances related to the DHE acquisition and higher interest rates.
Current wording
•Contributor — $1.0 million decrease in consolidated interest expense primarily driven by lower interest rates, partially offset by higher overall debt balances.
Previous wording
•Contributor — $7.7 million decrease in operating income within our LTL segment primarily due to start-up costs and early stage operations at the recently opened facilities.
Current wording
•Offset — $7.6 million decrease in operating income within our LTL segment primarily due to start-up costs and early-stage operations at the recently opened facilities.
Previous wording
•Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 16,300 irregular route and 6,500 dedicated tractors.
Current wording
•Our truckload services include irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base with approximately 15,800 irregular route and 6,100 dedicated tractors.
Previous wording
•Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the acquisitions of MME and the LTL division of DHE, provides our customers with regional LTL transportation service through our growing network of over 160 facilities and a door count of approximately 6,000. Our LTL segment operates approximately 3,700 tractors and approximately 9,900 trailers and also provides national coverage to our customers by utilizing partner carriers for areas outside of our direct network.
Current wording
•Our LTL business, which was initially established in 2021 through the ACT Acquisition and later the MME and DHE acquisitions, provides our customers with super-regional LTL transportation service through our growing network of approximately 170 facilities and a door count of approximately 6,300. Our LTL segment operates approximately 4,000 tractors and approximately 11,000 trailers, including equipment used for dedicated and other businesses. The LTL segment also provides national coverage to our customers by utilizing partner carriers for areas outside of our direct network.
Previous wording
•Our Logistics and Intermodal segments provide a multitude of shipping solutions, including additional sources of truckload capacity and alternative transportation modes, by utilizing our vast network of third-party capacity providers and rail providers, as well as certain logistics and freight management services. We offer power-only services through our Logistics segment leveraging our fleet of nearly 91,000 trailers.
Current wording
•Our Logistics and Intermodal segments provide a multitude of shipping solutions, including additional sources of truckload capacity and alternative transportation modes, by utilizing our vast network of third-party capacity providers and rail providers, as well as certain logistics and freight management services. We offer power-only services through our Logistics segment leveraging our fleet of nearly 90,000 trailers.
Previous wording
We generate revenue in the Truckload segment primarily through irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border service operations across our brands. We operated approximately 16,300 irregular route tractors and approximately 6,500 dedicated route tractors in use during the quarter ended September 30, 2024. Generally, we are paid a predetermined rate per mile or per load for our truckload services. Additional revenues are generated by charging for tractor and trailer detention, loading and unloading activities, dedicated services, and other specialized services, as well as through the collection of fuel surcharge revenue to mitigate the impact of increases in the cost of fuel. The main factors that affect the revenue generated by our Truckload segment are rate per mile from our customers, the percentage of miles for which we are compensated, and the number of loaded miles we generate with our equipment.
Current wording
We generate revenue in the Truckload segment primarily through irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border service operations across our brands. Generally, we are paid a predetermined rate per mile or per load for our truckload services. Additional revenues are generated by charging for tractor and trailer detention, loading and unloading activities, dedicated services, and other specialized services, as well as through the collection of fuel surcharge revenue to mitigate the impact of increases in the cost of fuel. The main factors that affect the revenue generated by our Truckload segment are rate per mile from our customers, the percentage of miles for which we are compensated, and the number of loaded miles we generate with our equipment.
Previous wording
4 Our average trailers includes 8,510 and 8,432 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2024 and 2023, respectively. Our average trailers includes 8,718 and 8,599 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods September 30, 2024 and 2023, respectively.
Current wording
4 Our average trailers includes 9,657 and 8,769 trailers related to leasing activities recorded within our All Other Segments for the quarters ended March 31, 2025 and 2024, respectively.
Previous wording
Dothan, Alabama-based ACT and Bismarck, North Dakota-based MME, both acquired in 2021, and the LTL division of DHE, acquired in 2024, comprise our LTL segment. We provide regional direct service and serve our customers' national transportation needs by utilizing key partner carriers for coverage areas outside of our network. We primarily generate revenue by transporting freight for our customers through our core LTL services.
Current wording
Our LTL segment provides super-regional direct service and serves our customers' national transportation needs by utilizing key partner carriers for coverage areas outside of our network. We primarily generate revenue by transporting freight for our customers through our core LTL services.
Previous wording
Our most significant expense is related to direct costs associated with the transportation of our freight moves including direct salary, wage and benefit costs, fuel expense, and depreciation expense associated with revenue equipment costs. Other expenses associated with revenue generation that can fluctuate and impact operating results are insurance and claims expenses, as well as maintenance costs of our revenue equipment. These expenses can be influenced by multiple factors including our safety performance, equipment age, and other factors. A key component of lowering our operating costs is labor efficiency within our network. We continue to focus on technological advances to improve the customer experience and reduce our operating costs.
Current wording
Our most significant expenses are related to direct costs associated with the transportation of our freight moves including direct salary, wage and benefit costs, fuel expense, and depreciation expense associated with revenue equipment costs. Other expenses associated with revenue generation that can fluctuate and impact operating results are insurance and claims expense, as well as maintenance costs of our revenue equipment. These expenses can be influenced by multiple factors including our safety performance, equipment age, and other factors. A key component to lowering our operating costs is labor efficiency within our network. We continue to focus on technological advances to improve the customer experience and reduce our operating costs.
Previous wording
3 Our LTL tractor fleet includes 615 and 609 tractors from ACT's and MME's dedicated and other businesses for the third quarter of 2024 and 2023, respectively. Our LTL tractor fleet includes 613 and 610 tractors from ACT's and MME's dedicated and other businesses for the year-to-date periods September 30, 2024 and 2023, respectively.
Current wording
3 Our LTL tractor fleet includes 668 and 611 tractors from ACT's and MME's dedicated and other businesses for the first quarter of 2025 and 2024, respectively.
Previous wording
4 Our LTL trailer fleet includes 843 and 777 trailers from ACT's and MME's dedicated and other businesses for the third quarter of 2024 and 2023, respectively. Our LTL trailer fleet includes 831 and 778 trailers from ACT's and MME's dedicated and other businesses for the year-to-date periods September 30, 2024 and 2023, respectively.
Current wording
4 Our LTL trailer fleet includes 1,015 and 821 trailers from ACT's and MME's dedicated and other businesses for the first quarter of 2025 and 2024, respectively.
Previous wording
Comparison Between the Quarters Ended September 30, 2024 and 2023 —Our LTL segment grew revenue, excluding fuel surcharge, 16.7% as shipments per day increased 11.1% year-over-year. Our previously announced acquisition of DHE on July 30, 2024 contributed approximately 7.5% to each of these improvements and added the key Southwest markets of California, Arizona, and Nevada to our network. Revenue per hundredweight, excluding fuel surcharge, increased 9.2%, while revenue per shipment, excluding fuel surcharge, increased by 4.8%, reflecting a 3.9% decrease in weight per shipment. This segment produced an 89.6% Adjusted Operating Ratio during the third quarter, and Adjusted Operating Income decreased 19.5% year-over-year due to start-up costs and sub-scale operations at our recently opened facilities.
Current wording
Comparison Between the Quarters Ended March 31, 2025 and 2024 —Our LTL segment grew revenue, excluding fuel surcharge, 26.7% as shipments per day increased 24.2% year-over-year, which includes the acquisition of DHE on July 30, 2024. Revenue per hundredweight, excluding fuel surcharge, increased 9.3%, while revenue per shipment, excluding fuel surcharge, increased by 6.5%, reflecting a 2.5% decrease in weight per shipment. This segment produced a 94.2% Adjusted Operating Ratio during the first quarter, while Adjusted Operating Income decreased 26.8% year-over-year primarily due to early-stage operations at our recently opened facilities as well as some lingering costs from the integration of DHE, which was completed during the fourth quarter of 2024. While the weather events pressured volumes and costs in January and February, March volumes grew significantly year-over-year as new business awards are being realized in our expanded network.
Previous wording
Comparison Between the Quarters Ended September 30, 2024 and 2023 —The Logistics segment Adjusted Operating Ratio was 94.5%, with agross margin of 17.8% in the third quarter of 2024. Logistics load count was down 21.1% year-over-year as we lapped the acquisition of the U.S. Xpress logistics business at the beginning of the quarter, though load count improved 5.5% over the second quarter. Revenue per load increased year-over-year by 13.6% in the third quarter. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.
Current wording
Comparison Between the Quarters Ended March 31, 2025 and 2024 —The Logistics segment Adjusted Operating Ratio was 95.5%, with agross margin of 18.1% in the first quarter of 2025. Revenue increased 11.8% year-over-year, driven by an 11.7% increase in revenue per load as load count was flat. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.
Previous wording
Comparison Between the Quarters Ended September 30, 2024 and 2023 —The Intermodal segment improved its operating ratio to 101.4% while growing total revenue 1.4% year-over-year. This is the first year-over-year revenue increase in six quarters and was driven by a 7.2% increase in load count, partially offset by a 5.3% decline in revenue per load. We remain focused on growing our load count with disciplined pricing across a diverse group of customers.
Current wording
Comparison Between the Quarters Ended March 31, 2025 and 2024 —The Intermodal segment improved its operating ratio 360 basis points year-over-year to 102.0% while growing revenue 3.5% year-over-year. The revenue increase was driven by a 4.6% increase in load count, partially offset by a 1.1% decline in revenue per load year-over-year. We remain focused on growing our load count with disciplined pricing across a diverse group of customers.
Previous wording
Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services, as well as insurance prior to the first quarter of 2024. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and $11.7 million in quarterly amortization of intangibles related to the 2017 Merger and various acquisitions).
Current wording
Our All Other Segments include support services provided to our customers and third-party carriers including equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services, and insurance for independent contractors, as well as insurance for affiliated carriers through the first quarter of 2024. Our All Other Segments also include certain corporate expenses (such as legal settlements and accruals, certain impairments, and $11.7 million in quarterly amortization of intangibles related to the 2017 Merger and various acquisitions).
Previous wording
Comparison Between the Quarters Ended September 30, 2024 and 2023 —The $6.2 million operating income within our All Other Segments is primarily driven by the warehousing and equipment leasing businesses. Revenue within our All Other Segments declined 42.8% year-over-year, largely as a result of winding down our third-party insurance program, which ceased operation at the end of the first quarter of 2024.
Current wording
Comparison Between the Quarters Ended March 31, 2025 and 2024 —Revenue within our All Other Segments for the first quarter declined 15.9% year-over-year, largely as a result of winding down our third-party carrier insurance program in the first quarter of 2024. The $6.0 million operating income within our All Other Segments is primarily driven by our warehousing business and leasing businesses and reflects improvement from the prior year period, which had included a $19.5 million operating loss for the third-party insurance business.
Previous wording
Note: The reported results do not include U.S. Xpress' operating results prior to its acquisition by the Company on July 1, 2023 in accordance with the accounting treatment applicable to the transaction. The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior periods may not be meaningful.
Current wording
Note: The reported results do not include the LTL operations of DHE prior to its acquisition by the Company on July 30, 2024 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's current and prior periods may not be meaningful.
Previous wording
Comparison Between the Quarters Ended September 30, 2024 and 2023 —The $15.8 million increase in consolidated salaries, wages, and benefits for the third quarter of 2024, as compared to the third quarter of 2023, is primarily due to a $24.6 million increase in LTL wages as a result of service center expansion, the DHE Acquisition, and labor to support increased shipment count from expansion efforts. This was partially offset by a $12.8 million decrease in Truckload driver mileage pay primarily due to the 5.7% decrease in loaded miles.
Current wording
Comparison Between the Quarters Ended March 31, 2025 and 2024 —The $28.8 million increase in consolidated salaries, wages, and benefits for the first quarter of 2025, as compared to the first quarter of 2024, is primarily due to a $38.4 million increase in LTL wages as a result of service center expansion, the DHE Acquisition, and labor to support increased shipment count from expansion efforts. This was partially offset by a $9.9 million decrease in Truckload driving associate mileage pay primarily due to a 4.7% decrease in total miles driven by company driving associates in our Truckload segment.
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
2 "Impairments" reflects the non-cash impairment:
Current report — wording carried from elsewhere
4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 4.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
•Offset — $17.7 million decrease in operating loss within the All Other Segments, largely as a result of exiting the third-party insurance business at the end of the first quarter.
Previous report — wording carried elsewhere
Non-GAAP Reconciliation: Consolidated Adjusted Operating Income and Adjusted Operating Ratio
Previous report — wording carried elsewhere
4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5.