Knight-Swift Transportation Holdings Inc.
For the period ended Sep 30, 2025. Filed Oct 29, 2025.
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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.
Sep 30, 2025 · Filed Oct 29, 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 2025-06-30; filed 2025-07-30.
0001492691-25-000060
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0001492691-25-000074
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 279 previous paragraphs and 287 current paragraphs.
155 unchanged; 90 reworded; 40 added; 29 removed; 5 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 (40)
Current report
•integration efforts related to prior acquisitions and any future effects of such acquisitions, and
Current report
•Intermodal —102.8% operating ratio during the year-to-date period ended September 30, 2025, as year-over-year load count decreased 6.9%, partially offset by a 0.3% increase in revenue per load.
Current report
Freight markets remain volatile, with shippers cautious and demand patterns diverging from historical norms. While overall demand in the truckload market has been steady through early October, we have seen more proactive customer engagement around peak season projects, including interest from clients who were previously inactive. The usual seasonal uptick has yet to materialize, but early bid season results show stable demand, less lane turnover, and modest rate improvements. Customers appear to be consolidating their carrier base, increasingly favoring reliable, asset-based providers.
Current report
On the capacity front, regulatory changes, particularly around driver qualifications and non-domiciled CDLs, are expected to reduce lower-cost market capacity. Carrier downsizing, failures among mid-sized operators, and large carriers shifting toward dedicated services are further tightening supply. Private fleet growth is also slowing as replacement costs rise, which may constrain capacity in the one-way market, where we are most active. Sustained regulatory enforcement could shift the supply-demand balance by 2026, creating a more favorable environment for our truckload segment and supporting margin growth.
Current report
Our Logistics business is central to our strategy as customers seek integrated, flexible solutions. By leveraging technology-enabled power-only services and our extensive trailer pools, we believe we are positioned to provide scalable capacity and responsive service. We expect continued investment in technology and process efficiency will further differentiate our offering and support margin improvement as shippers prioritize reliability and asset-backed solutions.
Current report
In Intermodal, we are optimizing cost structure and network management while strengthening rail partnerships. This segment is well-placed to serve customers seeking alternative transportation modes and longer-haul solutions, especially as supply chain strategies evolve. Enhanced equipment utilization and streamlined operations should drive service improvements and cost competitiveness, with new rail efficiencies expected to support volume growth.
Current report
Our LTL business is building momentum, supported by unified AAA Cooper branding across the network. We are expanding our LTL footprint and customer base, focusing on operational execution and cost efficiency. As facility expansion moderates, we are prioritizing optimization of existing locations and leveraging bid activity to drive shipment volume and efficiency. We believe industry trends favoring regional coverage and integrated solutions position our LTL segment for continued growth.
Current report
Despite near-term uncertainty, we believe we are well-positioned to capitalize on emerging opportunities and expect market conditions to improve over the medium term.
Current report
•Truckload Segment revenue fairly stable sequentially with operating margins improving 250 - 350 basis points sequentially,
Current report
•Revenue per loaded mile improves low single-digit percent sequentially on seasonal opportunities,
Current report
•Tractor count stable and utilization down modestly sequentially.
Current report
•Similar Adjusted Operating Ratio as prior year fourth quarter.
Current report
•Logistics Segment revenue and Adjusted Operating Income increase mid-teens percent sequentially.
Current report
•Net interest expense declines modestly sequentially in fourth quarter,
Current report
Operating Results: Third Quarter 2025 compared to Third Quarter 2024
Current report
•Contributor — $26.2 million decrease in operating income within our LTL segment primarily due to the $28.8 million trade name impairment as a result of our decision to combine our LTL brands under the AAA Cooper trade name.
Current report
•Contributor —$9.5 million decrease in operating income within our Truckload segment largely as a result of $12.0 million of higher insurance and claims costs at U.S. Xpress.
Current report
•Offset — $6.7 million decrease in consolidated income tax expense, was primarily due to a decrease in pretax income which was partially offset by an increase in deferred tax expense following the merger of certain subsidiaries. Our effective tax rate for the third quarter of 2025 was 47.0%, compared to 32.0% for the third quarter of 2024.
Current report
Operating Results: Year-To-Date September 30, 2025 Compared to Year-To-Date September 30, 2024
Current report
•Contributor —$33.9 million increase in operating income within our Truckload segment primarily due to a 0.4% year-over-year reduction in our Adjusted Operating Expenses per mile.
Current report
•Contributor — $3.6 million increase in operating income within our Logistics segment due to an 8.3% increase in revenue per load, partially offset by a 6.0% decrease in load count.
Current report
•Offset — $9.4 million increase in consolidated income tax expense, was primarily due to the increase in pretax income, and an increase in deferred tax expense following the merger of certain subsidiaries. Our effective tax rate for the year-to-date period ended September 30, 2025 was 30.4%, compared to 32.2% for the year-to-date period ended September 30, 2024.
Current report
We are also excited to share that we are adopting the strong and historically significant AAA Cooper brand across our entire LTL business. The consolidated branding recognizes that we are already one business, operating seamlessly on one system through one network to present a cohesive solution to our customers, while simplifying administration and communication. We are pleased with the growth of our LTL business and continue to focus on building out our network and improving margins.
Current report
Comparison Between the Quarters Ended September 30, 2025 and 2024 —Our LTL segment grew revenue, excluding fuel surcharge, 21.5% as shipments per day increased 14.2% year-over-year, as we lapped the acquisition of DHE on July 30, 2024. Revenue per hundredweight, excluding fuel surcharge, increased 6.1%, while revenue per shipment, excluding fuel surcharge, increased by 6.6%. Weight per shipment increased 0.4% for the first year-over-year increase in this metric since our 2021 entry into this business. The $1.7 million operating loss is due to the $28.8 million trade name impairment as a result of our decision to combine our LTL brands under the AAA Cooper trade name. Adjusted Operating Income increased 10.1%, marking the first year-over-year improvement in five quarters as volumes remained sequentially stable while operational and cost initiatives begin to gain traction. The Adjusted Operating Ratio was 90.6% for the third quarter, which was an improvement of 250 basis points from the second quarter, counter to the typical seasonal degradation.
Current report
2 Includes 527 and 566 company-owned tractors for the third quarter of 2025 and 2024, respectively.
Current report
Comparison Between the Quarters Ended September 30, 2025 and 2024 —The Intermodal segment produced an operating loss of $2.3 million, which includes a $2.5 million impairment charge for a software project. Excluding this charge, the Adjusted Operating Ratio improved 160 basis points year-over-year to 99.8%, driven by a 3.5% increase in revenue per load as well as cost reductions and improvements in network balance. Revenue declined 8.4% year-over-year as a result of an 11.5% decrease in load count, partially offset by the increase in revenue per load. On a sequential basis, the Adjusted Operating Ratio improved 430 basis points on an 11.9% increase in revenue driven by an 8.2% growth in load count and a 3.4% increase in revenue per load over the second quarter results as bid awards continue taking effect. We remain focused on delivering excellent service and driving appropriate returns through cost control, network balance, equipment utilization, and growing our load count with disciplined pricing.
Current report
Comparison Between Quarters Ended September 30, 2025 and 2024 — Consolidated insurance and claims expense increased by $30.0 million for the third quarter of 2025, as compared to the same period last year. This increase was primarily due to an increase in the loss contingency of $11.2 million related to the 2024 exit from the third-party carrier insurance business; and $12.0 million of higher insurance and claims costs at U.S. Xpress primarily driven by settlement of two large 2023 U.S. Xpress auto liability claims, one of which occurred prior to our July 2023 acquisition and the other shortly thereafter.
Current report
Comparison Between the Quarters Ended September 30, 2025 and 2024 —The $10.9 million decrease in purchased transportation for the third quarter of 2025 is primarily due to decreases in intermodal and logistics loads, as well as loaded miles hauled by independent contractors.
Current report
Comparison Between the Quarters Ended September 30, 2025 and 2024 — The $3.5 million decrease in interest expense is primarily driven by lower interest rates during the third quarter of 2025 when compared to the third quarter of 2024.
Current report
Comparison Between the Quarters Ended September 30, 2025 and 2024 —The $6.7 million decrease in consolidated income tax expense was primarily due to a decrease in pretax income which was partially offset by an increase in deferred tax expense following the merger of certain subsidiaries. Our effective tax rate for the third quarter of 2025 was 47.0%, compared to 32.0% for the third quarter of 2024.
Current report
Comparison Between Year-to-Date September 30, 2025 and 2024 —The $9.4 million increase in consolidated income tax expense was primarily due to the increase in pretax income, and an increase in deferred tax expense following the merger of certain subsidiaries. Our effective tax rate for the year-to-date period ended September 30, 2025 was 30.4%, compared to 32.2% for the year-to-date period ended September 30, 2024.
Current report
4 "Transaction fees" reflects certain legal and professional fees associated with the July 30, 2024 acquisition of DHE. The transaction fees are included within "Miscellaneous operating expenses" in the condensed statements of comprehensive income.
Current report
6 "Change in fair value of deferred earnout" reflects the expense for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses."
Current report
7 "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024.
Current report
8 "Write-off of deferred debt issuance costs" was incurred from replacing the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement.
Current report
5 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5.
Current report
6 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 6.
Current report
•$698.1 million: 2025 Term Loan A-1, due July 8, 2030, net of $1.9 million in deferred loan costs
Current report
•$593.8 million: Finance lease obligations
Current report
•$14.2 million: Other
Removed paragraphs (29)
Previous report
•the U.S. Xpress transaction, including integration efforts and any future effects of the acquisition, and
Previous report
•Intermodal —103.0% operating ratio during the first half of 2025, as revenue per load declined 1.3% year-over-year and load count decreased 4.3%.
Previous report
The second quarter saw unprecedented trade actions, which brought a range of responses by shippers and volatility in freight flows that differed meaningfully from normal patterns and typical seasonal trends in the Truckload market. This called for agility from our businesses, and our people responded, demonstrating the flexibility of our over-the-road capacity and network in order to mitigate pressure on miles and earnings.
Previous report
While the import "cliff" that many anticipated did not prove to be as stark, there was a general softness in freight demand for most of the quarter, especially on the West coast. We did experience a mild lift in freight opportunities and projects near the end of the quarter but short of a normal seasonal build in freight volumes we typically see in a second quarter. While we continue to drive cost out of our businesses, we are careful not to sacrifice the competitive advantage we have through our industry-leading scale and the flexibility our over-the-road model provides, allowing us to deliver distinctive value to our customers.
Previous report
We are continuing to grow our LTL network, customer base, and volumes, and we are committed to doing this while maintaining strong service levels. We are encouraged to see customers responding to our service offering, awarding us robust growth at a time when industry volumes remain under pressure. At the same time, the costs of expansion and integration, and our efforts to ramp staffing levels and fleet assets in anticipation of further growth are putting pressure on margins. We have multiple initiatives underway to accelerate the normalization of our operational fundamentals and the regaining of efficiencies in our cost performance even as our network and freight portfolio grow rapidly.
Previous report
The fluid policy environment makes forecasting even more difficult than normal. We are staying close with our customers as the situation unfolds, delivering solid service and bringing our capacity and creativity to bear in responding to disruptions created by the shifting landscape. Changes in trade policy can create the need for shippers to react quickly in managing inventory levels, which could benefit the fast, flexible nature of our truckload service. As we begin to navigate the third quarter, we are in early discussions with a few customers regarding potential projects during peak season. It is too early to know if these discussions will materialize into additional business, but these types of conversations provide encouragement that one-way capacity is becoming less plentiful and more valuable when it can be provided with scale. We cannot say when the freight market will finally turn, but we are confident that we are well-positioned to make the most of the opportunities that the next cycle will bring given our larger Truckload business, our heavy mix of one-way truckload service, our growing LTL business, our agile and efficient Logistics business which complements our asset model, and the progress we continue to make structurally cutting cost out of our organization.
Previous report
•Truckload Segment revenue up low single-digit percent sequentially with operating margins slightly improved sequentially,
Previous report
•Revenue per loaded mile recovers slightly sequentially as freight mix normalizes,
Previous report
•Tractor count and utilization largely stable sequentially.
Previous report
•Adjusted Operating Ratio improves 100 - 200 basis points sequentially as cost initiatives and operating leverage overcome normal seasonal degradation.
Previous report
•Operating loss improves sequentially driven by cost initiatives and volume leverage.
Previous report
•Net interest expense fairly stable sequentially in third quarter,
Previous report
Operating Results: Second Quarter 2025 compared to Second Quarter 2024
Previous report
•Contributor —$21.9 million increase in operating income within our Truckload segment primarily due to a 2.6% year-over-year reduction in our Adjusted Operating Expenses per mile.
Previous report
•Contributor — $0.8 million increase in operating income within our Logistics segment due to a 100 basis point improvement in gross margin percentage.
Previous report
•Offset — $2.2 million increase in consolidated income tax expense, primarily due to increase in pretax income. Our effective tax rate for the second quarter of 2025 was 29.2%, compared to 37.2% for the second quarter of 2024.
Previous report
Operating Results: First Half 2025 compared to First Half 2024
Previous report
•Contributor —$43.4 million increase in operating income within our Truckload segment primarily due to a 1.3% year-over-year reduction in our Adjusted Operating Expenses per mile.
Previous report
•Offset — $22.3 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 report
•Offset — $16.2 million increase in consolidated income tax expense, primarily due to increase in pretax income. Our effective tax rate for the first half of 2025 was 27.5%, compared to 32.4% for the first half of 2024.
Previous report
Comparison Between the Quarters Ended June 30, 2025 and 2024 —Our LTL segment grew revenue, excluding fuel surcharge, 28.4% as shipments per day increased 21.7% year-over-year, which includes the acquisition of DHE on July 30, 2024. Revenue per hundredweight, excluding fuel surcharge, increased 9.9%, while revenue per shipment, excluding fuel surcharge, increased by 7.1%. Weight per shipment decreased 2.6% year-over-year but was flat with the first quarter. Average length of haul continues to climb, rising 13.8% year-over-year and 4.2% sequentially, as we win new business across our expanding network. This segment produced a 93.1% Adjusted Operating Ratio during the second quarter, which was an improvement of 110 basis points from the first quarter of 2025. Adjusted Operating Income decreased 36.8% year-over-year due to the decline in operating margin primarily attributable to early-stage operations at our recently opened facilities as well as continued costs related to the integration of DHE. While the LTL segment continues to post strong growth in customers and freight volumes across the expanding network, we are taking actions to accelerate the realization of cost efficiencies and to better align our resources with shifting volumes and freight flows. We anticipate that progress on these initiatives will partially offset the normal seasonal pattern of operating margin degradation in the second half of the year.
Previous report
2 Includes 551 and 555 company-owned tractors for the second quarter of 2025 and 2024, respectively.
Previous report
Comparison Between the Quarters Ended June 30, 2025 and 2024 —The Intermodal segment operating ratio increased 230 basis points year-over-year to 104.1%, driven by a 13.8% decline in revenue, partially offset by reductions in cost and improvements in network balance. The revenue decrease was the result of a 12.4% decrease in load count and a 1.6% decline in revenue per load year-over-year. This segment was the most impacted by the decline in import volumes on the West coast, however, we expect load count to grow sequentially as a result of new customer awards and a return of normalized volumes of existing customers. During the quarter we converted to private chassis in five markets, which we expect will improve the cost structure of this business. We remain focused on creating a balanced network, reducing empty moves, and growing our load count with disciplined pricing.
Previous report
Comparison Between the Quarters Ended June 30, 2025 and 2024 — The $0.4 million increase in interest expense is primarily driven by higher average debt balances during the second quarter of 2025 when compared to the second quarter of 2024.
Previous report
Comparison Between the Quarters Ended June 30, 2025 and 2024 —The $2.2 million increase in consolidated income tax expense was primarily due to the increase in pretax income. Our effective tax rate for the second quarter of 2025 was 29.2%, compared to 37.2% for the second quarter of 2024.
Previous report
Comparison Between Year-to-Date June 30, 2025 and 2024 —The $16.2 million increase in consolidated income tax expense was primarily due to the increase in pretax income. Our effective tax rate for the first half of 2025 was 27.5%, compared to 32.4% for the first half of 2024.
Previous report
•$249.6 million: 2023 Term Loan, due September 2026, net of $0.4 million in deferred loan costs
Previous report
•$530.9 million: Finance lease obligations
Previous report
•$14.8 million: Other
Reworded paragraphs (90)
Previous wording
•future insurance claims, coverage, coverage limits, premiums, and self-insured retention limits, including the potential impact of adverse developments in our prior period claims,
Current wording
•future insurance claims, coverage, coverage limits, premiums, and self-insured retention limits, including the potential impact of adverse developments in our prior period claims, and charges related to the exit from our third-party carrier insurance business,
Previous wording
Consolidated operating income increased 65.8% to $139.3 million during the first half of 2025, as compared to the same period last year. Net income attributable to Knight-Swift increased 267.3% to $64.9 million.
Current wording
Consolidated operating income increased 14.6% to $189.6 million during the year-to-date period ended September 30, 2025, as compared to the same period last year. Net income attributable to Knight-Swift increased 51.1% to $72.7 million.
Previous wording
•Truckload — 96.3% operating ratio during the first half of 2025. The Adjusted Operating Ratio 1 was 95.1%, with a 3.4% year-over-year decrease in revenue, excluding fuel surcharge and intersegment transactions. Cost-reduction efforts led to a 1.3% reduction in our Adjusted Operating Expenses per mile for the first half of 2025, compared to the first half of 2024.
Current wording
•Truckload — 96.5% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio 1 was 95.4%, with a 3.0% year-over-year decrease in revenue, excluding fuel surcharge and intersegment transactions. Cost-reduction efforts led to a 0.4% reduction in our Adjusted Operating Expenses per mile for the year-to-date period ended September 30, 2025, compared to the year-to-date period ended September 30, 2024.
Previous wording
•LTL — 95.8% operating ratio during the first half of 2025. The Adjusted Operating Ratio 1 deteriorated 570 basis points year-over-year to 93.6%, 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 ten new locations during the first half of 2025, as we continue to invest in our network.
Current wording
•LTL — 97.4% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio 1 deteriorated 410 basis points year-over-year to 92.6%, 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 eleven new locations during the year-to-date period ended September 30, 2025, as we continue to invest in our network.
Previous wording
•Logistics —96.0% operating ratio during the first half of 2025. The Adjusted Operating Ratio 1 was 95.2% with a gross margin of 18.5%. Revenue increased 4.4% year-over-year. Revenue per load increased 11.0% and was partially offset by a 5.8% decline in load count.
Current wording
•Logistics —95.7% operating ratio during the year-to-date period ended September 30, 2025. The Adjusted Operating Ratio 1 was 94.9% with a gross margin of 18.2%. Revenue increased 2.1% year-over-year. Revenue per load increased 8.3% and was partially offset by a 6.0% decline in load count.
Previous wording
•All Other Segments — Operating income increased to $12.8 million during the first half of 2025 from a $16.6 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 wording
•All Other Segments — Operating income increased to $24.4 million during the year-to-date period ended September 30, 2025 from a $10.3 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 partially offset by the $14.0 million loss contingency in 2025.
Previous wording
•Liquidity and Capital —During the first half of 2025, we generated $325.9 million in operating cash flows and Free Cash Flow 1 of $153.7 million. We paid down $81.5 million in finance lease liabilities, $75.4 million in operating lease liabilities, and had $45.0 million of net borrowings on our 2021 Revolver and 2023 RSA. As of June 30, 2025, we had a balance of $216.3 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.
Current wording
•Liquidity and Capital —During the year-to-date period ended September 30, 2025, we generated $543.4 million in operating cash flows and Free Cash Flow 1 of $136.1 million. We paid down $112.4 million in finance lease liabilities, $118.8 million in operating lease liabilities, and had $471.0 million of net borrowings on our 2025 Revolver, 2021 Revolver, and 2023 RSA, $360.0 million of which was used to pay down outstanding term loan balances, during the year-to-date period ended September 30, 2025. On July 8, 2025, the Company entered into a $2.5 billion 2025 Debt Agreement, replacing the Company's previous $2.3 billion 2021 Debt Agreement and the Company’s previous $250 million 2023 Term Loan. As of September 30, 2025, we had a balance of $192.7 million in unrestricted cash and cash equivalents, $2.7 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.
Previous wording
2 Our tractor fleet within the Truckload segment had a weighted average age of 2.7 years and 2.7 years as of June 30, 2025 and 2024, respectively.
Current wording
2 Our tractor fleet within the Truckload segment had a weighted average age of 2.7 years and 2.6 years as of September 30, 2025 and 2024, respectively.
Previous wording
3 Our average trailers includes 9,965 and 8,876 trailers related to leasing activities recorded within our All Other Segments for the quarters ended June 30, 2025 and 2024, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 9.5 years and 9.1 years as of June 30, 2025 and 2024, respectively. Our average trailers includes 9,811 and 8,822 trailers related to leasing activities recorded within our non-reportable segments for the year-to-date periods June 30, 2025 and 2024, respectively.
Current wording
3 Our average trailers includes 9,965 and 8,510 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2025 and 2024, respectively. Our trailer fleet within the Truckload segment had a weighted average age of 9.5 years and 9.1 years as of September 30, 2025 and 2024, respectively. Our average trailers includes 9,862 and 8,718 trailers related to leasing activities recorded within our non-reportable segments for the year-to-date periods September 30, 2025 and 2024, respectively.
Previous wording
4 Our LTL tractor fleet had a weighted average age of 4.5 years and 4.2 years as of June 30, 2025 and 2024, respectively. Our LTL tractor fleet includes 660 and 612 tractors from ACT's and MME's dedicated and other businesses for the quarters ended June 30, 2025 and 2024, respectively. Our LTL tractor fleet includes 664 and 612 tractors from ACT's and MME's dedicated and other businesses for the year-to-date periods June 30, 2025 and 2024, respectively.
Current wording
4 Our LTL tractor fleet had a weighted average age of 3.9 years and 4.2 years as of September 30, 2025 and 2024, respectively. Our LTL tractor fleet includes 677 and 615 tractors from ACT's dedicated and other businesses for the quarters ended September 30, 2025 and 2024, respectively. Our LTL tractor fleet includes 668 and 613 tractors from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.
Previous wording
5 Our LTL trailer fleet had a weighted average age of 8.2 years and 8.6 years as of June 30, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,039 and 829 trailers from ACT's and MME's dedicated and other businesses for the quarters ended June 30, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,027 and 825 trailers from ACT's and MME's dedicated and other businesses for the year-to-date periods June 30, 2025 and 2024, respectively.
Current wording
5 Our LTL trailer fleet had a weighted average age of 8.0 years and 8.5 years as of September 30, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,236 and 843 trailers from ACT's dedicated and other businesses for the quarters ended September 30, 2025 and 2024, respectively. Our LTL trailer fleet includes 1,097 and 831 trailers from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.
Previous wording
Our Company outlook for the third quarter of 2025 includes the following:
Current wording
Our Company outlook for the fourth quarter of 2025 includes the following:
Previous wording
•LTL Segment revenue, excluding fuel surcharge, growth between 20% - 25% year-over-year in third quarter as we lap the DHE acquisition in July,
Current wording
•LTL Segment revenue, excluding fuel surcharge, growth between 10% - 15% year-over-year in fourth quarter,
Previous wording
•Intermodal Segment load count improves high single-digit percent sequentially,
Current wording
•Intermodal Segment load count improves mid single-digit percent sequentially,
Previous wording
•Logistics Segment revenue and Adjusted Operating Ratio fairly stable sequentially.
Current wording
•Adjusted Operating Ratio fairly stable sequentially.
Previous wording
•All Other Segment operating income, before including the $11.7 million quarterly intangible asset amortization, approximately $15 million to $20 million in third quarter, with a fourth quarter sequential step-down similar to prior year trends.
Current wording
•All Other Segments operating income, before including the $11.7 million quarterly intangible asset amortization, approximately break even in fourth quarter.
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•Gain on sale to be in the range of $18 million to $23 million in third quarter,
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•Gain on sale to be in the range of $18 million to $23 million in fourth quarter,
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•Net cash capital expenditures for the full year 2025 expected range of $525 million - $575 million,
Current wording
•Net cash capital expenditures for full-year 2025 expected range of $475 million - $525 million,
Previous wording
•Expected effective tax rate on adjusted income before taxes of approximately 27% to 28% for third quarter.
Current wording
•Expected effective tax rate on adjusted income before taxes of approximately 23% to 24% for fourth quarter.
Previous 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. With our mid-2024 acquisition of DHE and the continued organic expansion of our ACT, MME, and DHE brands, we expect additional yield and revenue opportunities from our growing super-regional LTL transportation network. 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.
Current wording
In addition to the above, we expect the Truckload segment will continue to pursue opportunities, and the Logistics segment will continue to provide value to our customers through our power-only and traditional brokerage service offerings. With our mid-2024 acquisition of DHE and the continued organic expansion of our AAA Cooper brand, we expect additional yield and revenue opportunities from our growing super-regional LTL transportation network. 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 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.
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. Additionally, we anticipate that our equipment suppliers may need to raise prices in response to recently announced tariffs. 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
The $13.9 million increase in net income attributable to Knight-Swift to $34.2 million during the second quarter of 2025 from $20.3 million during the same period last year includes the following:
Current wording
The $22.6 million decrease in net income attributable to Knight-Swift to $7.9 million during the third quarter of 2025 from $30.5 million during the same period last year includes the following:
Previous wording
•Offset — $1.7 million increase in operating loss within our Intermodal segment, driven by a 12.4% decrease in load count, and a 1.6% decrease in revenue per load.
Current wording
•Contributor — $0.9 million increase in operating loss within our Intermodal segment, driven by a $2.5 million impairment for certain software as well as a 11.5% decrease in load count, partially offset by a 3.5% increase in revenue per load.
Previous wording
•Contributor — $2.9 million increase in operating income within the All Other Segments, driven by a 9.0% increase in revenue primarily driven by our warehousing and leasing businesses.
Current wording
•Offset — $5.4 million increase in operating income within the All Other Segments, driven by a 29.9% increase in revenue primarily driven by our warehousing and leasing businesses.
Previous wording
•Offset — $0.4 million increase in consolidated interest expense primarily driven by higher overall debt balances.
Current wording
•Offset — $3.5 million decrease in consolidated interest expense primarily driven by lower average interest rates.
Previous wording
•Contributor — $8.3 million increase in other income, net, primarily due to current quarter income within our portfolio of investments.
Current wording
•Offset — $0.5 million increase in other income, net, primarily due to current quarter income within our portfolio of investments.
Previous wording
•Contributor — $3.5 million increase in operating income within our Logistics segment due to a 11.0% increase in revenue per load.
Current wording
•Offset — $0.2 million increase in operating income within our Logistics segment due to a 3.6% increase in revenue per load.
Previous wording
The $47.2 million increase in net income attributable to Knight-Swift to $64.9 million during the first half of 2025 from $17.7 million during the same period last year includes the following:
Current wording
The $24.6 million increase in net income attributable to Knight-Swift to $72.7 million during the year-to-date period ended September 30, 2025 from $48.1 million during the same period last year includes the following:
Previous wording
•Contributor — $1.4 million decrease in operating loss within our Intermodal segment.
Current wording
•Contributor — $0.5 million decrease in operating loss within our Intermodal segment.
Previous wording
•Contributor — $29.3 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 — $34.7 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 — $10.3 million increase in other income, net, primarily due to income within our portfolio of investments.
Current wording
•Contributor — $10.8 million increase in other income, net, primarily due to income within our portfolio of investments.
Previous wording
•Contributor — $0.6 million decrease in consolidated interest expense primarily driven by lower interest rates, partially offset by higher overall debt balances.
Current wording
•Contributor — $4.1 million decrease in consolidated interest expense primarily driven by lower interest rates.
Previous wording
•Offset — $14.7 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 — $48.6 million decrease in operating income within our LTL segment primarily due to the tradename impairment mentioned above, and start-up costs and early-stage operations at recently opened facilities.
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 90,000 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 89,000 trailers.
Previous wording
3 Includes 19,317 and 20,706 average company-owned tractors for the second quarter of 2025 and 2024, respectively. Includes 19,578 and 20,913 average company-owned tractors for the year-to date periods June 30, 2025 and 2024, respectively.
Current wording
3 Includes 19,265 and 20,688 average company-owned tractors for the third quarter of 2025 and 2024, respectively. Includes 19,474 and 20,838 average company-owned tractors for the year-to-date periods September 30, 2025 and 2024, respectively.
Previous wording
4 Our average trailers includes 9,965 and 8,876 trailers related to leasing activities recorded within our All Other Segments for the quarters ended June 30, 2025 and 2024, respectively. Our average trailers includes 9,811 and 8,822 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods June 30, 2025 and 2024, respectively.
Current wording
4 Our average trailers includes 9,965 and 8,510 trailers related to leasing activities recorded within our All Other Segments for the quarters ended September 30, 2025 and 2024, respectively. Our average trailers includes 9,862 and 8,718 trailers related to leasing activities recorded within our All Other Segments for the year-to-date periods September 30, 2025 and 2024, respectively.
Previous wording
Comparison Between the Quarters Ended June 30, 2025 and 2024 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 2.7% year-over-year, driven by a 2.8% decrease in loaded miles. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was flat year-over-year but down 1.4% from the first quarter of 2025 as a result of mix changes and spot market weakness given the lull in import-driven demand during the quarter. The second quarter Adjusted Operating Ratio improved 260 basis points year-over-year to 94.6%, reflecting improvements of 300 basis points for U.S. Xpress and 250 basis points for our legacy trucking businesses. Miles per tractor improved 4.0% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. Our cost-reduction efforts led to a 2.6% year-over-year reduction in our Adjusted Operating Expenses per mile as we continue to make tangible progress improving our cost structure. We are focused on disciplined pricing, cost control, and quality service that we expect will position our business to continue to respond to volatile market conditions.
Current wording
Comparison Between the Quarters Ended September 30, 2025 and 2024 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 2.1% year-over-year, driven by a 2.3% decrease in loaded miles. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was stable year-over-year and sequentially recovered part of the dip seen in the second quarter. Adjusted Operating Income declined $7.3 million year-over-year, largely as a result of $12.0 million of higher insurance and claims costs at U.S. Xpress ($0.05 negative impact to Adjusted EPS) primarily driven by settling two large U.S. Xpress accident claims from 2023, one of which occurred prior to our July 2023 acquisition and the other shortly thereafter. These accidents occurred prior to integration of U.S. Xpress' hiring, safety, and claims management practices which have since begun to produce meaningful improvements in safety metrics. The third quarter combined Adjusted Operating Ratio was 60 basis points higher year-over-year as the settlements noted above offset ongoing progress on our cost structure. Excluding U.S. Xpress, the legacy truckload brands operated at a 93.7% Adjusted Operating Ratio. Miles per tractor improved 4.2% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. We continue to make tangible progress improving our cost structure to position our business to generate meaningful returns as market conditions recover.
Previous wording
Comparison Between Year-to-Date June 30, 2025 and 2024 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions declined 3.4% year-over-year, driven by a 4.1% decrease in loaded miles. Adjusted Operating Ratio improved 220 basis points during the first half of 2025 to 95.1%, reflecting improvements of 200 basis points for U.S. Xpress and 220 basis points for our legacy trucking businesses. Miles per tractor improved 2.4% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. Our cost-reduction efforts led to a 1.3% year-over-year reduction in our Adjusted Operating Expenses per mile.
Current wording
Comparison Between Year-to-Date September 30, 2025 and 2024 —Truckload segment revenue, excluding fuel surcharge and intersegment transactions declined 3.0% year-over-year, driven by a 3.5% decrease in loaded miles. Adjusted Operating Ratio improved 130 basis points during the year-to-date period ended September 30, 2025, to 95.4%, reflecting improvements of 90 basis points for U.S. Xpress and 140 basis points for our legacy trucking businesses. Miles per tractor improved 3.0% year-over-year as a result of our efforts to drive productivity and reduce underutilized assets. Our cost-reduction efforts led to a 0.4% year-over-year reduction in our Adjusted Operating Expenses per mile.
Previous wording
3 Our LTL tractor fleet includes 660 and 612 tractors from ACT's and MME's dedicated and other businesses for the second quarter of 2025 and 2024, respectively. Our LTL tractor fleet includes 664 and 612 tractors from ACT's and MME's dedicated and other businesses for the year-to-date periods June 30, 2025 and 2024, respectively.
Current wording
3 Our LTL tractor fleet includes 677 and 615 tractors from ACT's dedicated and other businesses for the third quarter of 2025 and 2024, respectively. Our LTL tractor fleet includes 668 and 613 tractors from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.
Previous wording
4 Our LTL trailer fleet includes 1,039 and 829 trailers from ACT's and MME's dedicated and other businesses for the second quarter of 2025 and 2024, respectively. Our LTL trailer fleet includes 1,027 and 825 trailers from ACT's and MME's dedicated and other businesses for the year-to-date periods June 30, 2025 and 2024, respectively.
Current wording
4 Our LTL trailer fleet includes 1,236 and 843 trailers from ACT's dedicated and other businesses for the third quarter of 2025 and 2024, respectively. Our LTL trailer fleet includes 1,097 and 831 trailers from ACT's dedicated and other businesses for the year-to-date periods September 30, 2025 and 2024, respectively.
Showing the first 40 of 90 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 5.
Current report — wording carried from elsewhere
1 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
Comparison Between Quarters Ended June 30, 2025 and 2024 — Consolidated insurance and claims expense decreased by $20.2 million for the second quarter of 2025, as compared to the same period last year. This decrease was primarily due to a 2.5% decrease in total miles driven year-over-year, improvements within our current year experience as a result of lower frequency and severity of claims, and positive development within certain prior year losses.
Previous report — wording carried elsewhere
2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.
Previous report — wording carried elsewhere
2 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 2.
Previous report — wording carried elsewhere
4 See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS footnote 4.
Previous report — wording carried elsewhere
•$759.6 million: 2021 Term Loan A-3, due September 2026, net of $0.4 million in deferred loan costs