Knight-Swift Transportation Holdings Inc. (KNX) Q2 2026 Earnings Call Transcript

Good afternoon. My name is Jillian Robinson, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Knight-Swift Transportation 2nd Quarter 2026 Earnings Call. All lines have been placed on mute to prevent any background noise. If you would like to ask a question, please press star 1 to raise your hand. To withdraw your question, press star 1 again. If at any time during this call you require immediate assistance, please press star 0 for the operator. Speakers from today's call will be Adam Miller, Chief Executive Officer, Andrew Hess, Chief Financial Officer, Brad Stewart, Treasurer and Senior VP of Investor Relations. Mr. Stewart, the meeting is now yours.

Thank you, Jillian. Good afternoon, everyone, and thank you for joining our second quarter 2026 earnings call. Today, we plan to discuss topics related to the results of the quarter, current market conditions, and our earnings guidance. We have slides to accompany this call, which are posted on our investor website. Our call is scheduled to last one hour. Following our commentary, we will answer questions related to these topics. In order to get to as many participants as possible, we limit the questions to one per participant if you have a second question please feel free to get back in the queue we will answer as many questions as time allows and if we are not able to get to your question due to time restrictions you may call 602-606-6349 to begin i will first refer you to the disclosures on slide two of the presentation and note the following this conference call and presentation may contain forward-looking statements made by the company that involve risks assumptions and uncertainties that are difficult to predict investors are directed to the information contained in Item 1, A, Risk Factors, or Part 1, of the company's annual report on Form 10K filed with the United States SEC for discussion of the risks that may affect the company's future operating results. Actual results may differ. Now I'll hand a call over to Adam for some opening remarks.

Thank you, Brad, and good afternoon, everyone. So the truckload freight market has rapidly progressed over the past few months, with spot rates trading well ahead of normal seasonality, tender rejection rates reaching levels not seen since 2021, and contractual bid activity growing increasingly supportive. This has continued to be largely supply-driven, though signs of improving demand are starting to emerge. We believe our business is positioned particularly well for environments such as this, with our leading over-the-road scale, agility in the market to optimized yield, collaborative cross-brand solutions to meet shippers' needs, an industry-leading academy network and training infrastructure to source professional drivers, and an intense cultural focus on cost and excellence and execution to convert opportunities into earnings. Further, we believe demand for our truckload service offering is outpacing the market, as evidenced by our tender rejection rates running roughly twice the level of public indications in the second quarter. Realized revenue per mile was just beginning to recover in the second quarter as contract rate improvement in the period was largely driven by bids priced early in the year. Revenue per mile accelerated in June as the more recent bids reflecting the tighter backdrop started taking effect. These bid outcomes largely brought double-digit percentage gains in pricing. In the third quarter, the planned annual bid events typically wind down, though mini-bid and turn-back bid activity is persisting, if not increasing, in recent weeks. Additionally, we continue working on rate reviews on existing business to address rates that are below market where the next scheduled bid is too far out to be sustainable. We believe the efforts of the FMCSA and DOT, including initiatives to prevent and revoke invalidly issued CDLs, prevent cabotage, shut down non-compliant CDL schools, and address hour of service abuses are in the early stages and will continue for some time. This cleanup effort should, in our view, have an outsized impact on the one-way truckload market, particularly on the lowest price capacity. The service that was under the most pressure over the past few years is now benefiting the most from capacity exiting the system, a dynamic we expect will continue. Beyond the regulatory-driven pressure on supply, we believe the recent Montgomery ruling by the Supreme Court will add to the tightening in the truckload market as marginal carriers will likely be squeezed out through a combination of higher insurance costs and higher shipper and or broker selection standards. Given our long-standing commitment to safety and our significant investments made in support of it over many years that the Montgomery ruling should not add cost to our asset-based business, but should rather bring some future opportunities to it. And so as for brokers, which we have a brokerage business as well, the Montgomery ruling could structurally change the economic incentives for a large share of the brokerage space that all too often have pursued the cheapest possible capacity with less regard for carrier safety and quality and it will likely take time for cost pressures from insurance and litigation to drive behavior change for many but shipper behavior could bring that about sooner to the extent shippers stiffen requirements or allocate freight differently to mitigate risk some shippers are starting to ask for higher insurance limits from brokers and carriers ask questions about carrier vetting practices or even insist on having the right to approve broker carriers before they can be assigned. On the insurance front, our view has been that premiums for broker liability insurance will climb over time as underwriters work through a re-evaluation of the risk and as litigation emerges. Our brokerage insurance actually expired in June, and we were in market working towards renewal when the Montgomery ruling came out, and that significantly impacted our renewal efforts. we have seen firsthand some of the changes that are just starting to develop in the insurance market. In addition to a significant reduction in insurance capacity, insurers are seeking to introduce exclusions regarding carrier vetting practices into the policies, which if not strictly followed would lead to a lack of coverage altogether for an accident. The good news is that feedback from insurers was that our carrier vetting is as rigorous as they've seen, But despite this, our premium rates increased to multiples of our prior coverage within just a few weeks of the Montgomery decision. So we expect insurance costs in the space will continue to climb. Improvements in carrier vetting will noticeably pressure the carrier base and gross margins for brokers who will need to make meaningful changes to their approach. While we regularly review our vetting approach and will continue to evaluate whether further refinements are feasible and effective, we believe our standards are already more stringent than most and are reflected in the size of our carrier base and our purchase transportation costs. The situation is very fluid, and shippers, carriers, and brokers will navigate their respective risks and decisions as they see fit, but we believe the incremental opportunities for our business are greater than the incremental costs, especially for our asset division. Shippers continue to reduce usage of brokers and align with quality asset-based capacity. Our customers also generally have solid outlooks for their respective businesses in the near term, and discussions about peak season demand support have continued. With the tightening in-market conditions, recruiting and retaining quality drivers have become more challenging. The constrained driver market is affecting over-the-road dedicated LTL and DRAGE markets to varying degrees. We believe we have an advantage with our terminal network, academies to source developed drivers, a diverse service offering. The truckload market is most affected, and we are making thoughtful, targeted investments to aid our efforts starting in the third quarter, generally in the form of hiring and productivity incentives. We continue to closely monitor the driver market conditions, as well as our own metrics around seated tractors, utilization, and pay as a percentage of revenue to gauge appropriate actions as we balance the need to restore margins with opportunities for growth. We are encouraged by the momentum in the market and strong early progress in our core truckload business. We remain focused on increasing our seated truck percentage and optimizing yield. We are continually refining our cyclical playbook and have been preparing for this phase, which is typically a pivotal point. We have worked intentionally towards reducing costs, preparing to scale efficiently, investing in recruiting and training capacity, and driving collaboration and technology towards maximizing opportunities in order to enhance the contributions of our operational and market management strategies. And with the acquisitions over the past five years, we have a larger revenue base to work with than we have entering any prior upcycle. With that, I'll turn the call over to Andrew and Brad to review the results and our guidance.

Thanks, Adam. The charts on slide three compare our consolidated second quarter revenue and earnings results on a year-over-year basis. Consolidated revenue excluding truckload and LTL fuel surcharge increased 5.5% and operating income grew 32.2 million or 44.4% year over year. Adjusted operating income grew 47.2 million or 45.5% year over year. The improvement in earnings was primarily driven by pricing and network efficiency gains across our asset-based businesses. Gap earnings per diluted share for the second quarter of 2026 were $0.26, a 23.8% increase year-over-year. Adjusted EPS was $0.63 for the second quarter of 2026, an 80% increase year-over-year. Our consolidated adjusted operating ratio was 91.4% at 240 basis point improvement year over year. The effective tax rate on our gap results was 34.1% and our non-gap effective tax rate was 24.4% for the second quarter. Slide four illustrates the revenue and adjusted operating income for each of our segments for the quarter. Altive share of our various services offerings remained largely consistent quarter over quarter with intermodal gaining slightly over the first quarter as it grew revenue 21.2 sequentially. All reportable segments other than logistics improved their operating margins and income contribution earlier. Now we will discuss each of our segments starting with our truckload segment on slide 5. Our truckload segment grew revenue excluding fuel surcharge by 2.8 percent and grew adjusted operating income by 69.4% year-over-year through discipline, network management, and strategic deployment of capacity. Revenue per loaded mile, excluding fuel surcharge and intersection transactions, increased 5.5% year-over-year for the quarter. Network efficiency gains amplified the margin opportunity as a 140 basis point reduction in deadhead miles produced even greater improvement in revenue per total mile. The adjusted operating ratio improved 360 basis points year-over-year to 91%, yielding the best adjusted operating margin for the combined truckload segment in over three years. Year-over-year rate improvement progressed through the quarter, driven by spot and project opportunities that developed within the quarter. As Adam noted, rate improvement accelerated in June as more recent bids started taking effect, with truckload revenue per loaded mile excluding fuel surcharge increasing 8.4 percent and revenue excluding fuel surcharge per tractor increasing 10.1 percent year over year. Results for the over-the-road service were even stronger as this is the most capacity constrained part of the market. US Express is making greater rate gains than our legacy brands which was a key pillar in our thesis with the acquisition given the relative starting points on the pricing portfolios we're excited to finally be in an improving market where we can act fully act to reset rates which is what we had called out as the biggest synergy opportunity this rate progress helped bring the US Express over-the-road division to its first profitable quarter since the acquisition. An important milestone for what was the most challenged part of the business at acquisition. With the normal bid season winding down at this point in the calendar, we are focused on ongoing opportunities to drive rate recovery as mini-bids, turn-back bids, and rate reviews continue. While our total miles per tractor declined year-over-year for the first time in eight quarters, this was primarily due to the reduction in empty miles as we drove network efficiencies. Loaded miles per tractor improved year-over-year for the seventh consecutive quarter. Importantly, the strengthening rate backdrop and improving network efficiencies have ongoing implications for our business. With driver availability becoming a utilization of volume headwind, we are taking targeted actions in Q3 on driver pay with the goal of improving seed to truck count and opportunity capture. We remain focused on margin restoration alongside these efforts and are calibrating investments based on sustainable rate gains. Now on to slide six for a discussion of our LTL business. While the LTL sector has not seen the same sharp tightening as truckload, Demand that has been generally stable is seeing pockets of improvement, in addition to some indirect benefits from truckload tightness. Our freight mix continues to improve, and rate renewals have remained steady at a mid-single-digit pace. We are focused on optimizing freight mix and network efficiency in efforts to improve margin, while protecting service and positioning us for further growth. LTL revenues, gluten fuel surcharge declined 1.4% year over year, driven by a 3.7% decrease in shipments per day as we metered certain volumes as part of our initiatives around freight mix and network efficiency. Improvements in freight mix drove 4% growth in our daily tonnage, 7.9% growth in our weight per shipment, and a 5.3% increase in our length of haul year over year. Additionally, both daily shipments and tonnage trends showed momentum as the quarter progressed. Revenue per hundred weight excluding fuel surcharge fell 4.2%, driven by the strong increase in weight per shipment, while revenue per shipment excluding fuel surcharge increased 3.4% year-over-year. The adjusted operating ratio improved 100 basis points year-over-year to 92.1%, and adjusted operating income grew 13.3 percent while we anticipate that fuel will be a quarter over quarter headwind in q3 based on recent trends we aim to offset this margin headwind with further efficiency gains volume recovery and pricing progress we expect that over time growing into our network investments maturing freight mix improvement in network density and continuously Carelessly refining our operational cost execution will allow us to drive sustained methodical improvement in operating margin. Now I'll turn it over to Brad for discussion of our logistics segment on slide 7.

Thanks, Andrew. The logistics segment grew revenue 8.9% year over year, driven by a 29.6% increase in revenue per load, partially offset by a 16.4% decline in load count as we maintain a disciplined approach to profitability and carrier quality. Tightness in third-party carrier capacity continued through the second quarter, as gross margin of 15.4% for the second quarter declined 350 basis points year-over-year and 120 basis points from first quarter levels. The adjusted operating ratio was 96.4%, and 160 basis point degradation year-over-year. As contractual pricing is reset through bid activity and proactive rate reviews, we expect to grow volumes at appropriate gross margins moving forward. Also, over time, we expect our logistics business to benefit from share gains as brokers with less robust safety and compliance infrastructure are pressured out of the market following the Montgomery ruling as noted earlier. This team continues to leverage technology to take cost efficiencies to a new level, as well as to improve our responsiveness and ability to capture opportunities in the marketplace. which we expect will contribute to earnings in 2026. Now on to slide 8 for discussion of our intermodal business. The intermodal segment grew revenue 34.9% and improved its operating ratio of 470 basis points year-over-year through a 19.6% increase in load count, a 12.8% increase in revenue per load, and improvements in costs and network efficiency. On a sequential basis, load count grew 9.7% and revenue per load grew 10.4% over the first quarter levels. Load count improved progressively throughout the quarter, and core pricing also improved throughout the quarter as revenue per load increased 2.4% year-over-year before factoring in fuel surcharge revenue fluctuations. In addition, MIX was a headwind to pricing as we've increased our backhaul volumes to improve network balance. While outside drainage service is affected by the constrained driver market, we outsource only a low single-digit percentage of our drainage needs, which should provide some insulation from the tightening and drainage capacity. Though the intermodal pricing environment remains more competitive than truckload, we are encouraged by ongoing opportunities to leverage our strong service performance and our truckload relationships to continue growing our volumes at improving rates. Our pipeline is strong and supported by mini-bid and turn-back bid activities, as well as modal conversion opportunities. We remain focused on delivering excellent service and driving appropriate returns through growing our load count with disciplined pricing, through cost control, network balance, and equipment utilization. And slide 9 illustrates our all other segments. This category includes warehousing activities and support services provided to our customers, independent contractors, and third-party carriers such as equipment sales and rentals, insurance, and maintenance. Additionally, beginning January 1st of 2026, all other segments also includes the cost of our accounts receivable securitization program that was reported below the line in interest expense in prior years. For the quarter, revenue increased 41.8% year-over-year, reaching the highest mark in over three years, driven by growth in warehousing and trader leasing services. While the operating businesses in this category grew their income contribution year-over-year, operating results overall declined to an operating loss due to the inclusion of $5.8 million of costs for the accounts receivable securitization program, as well as an $18.2 million severance charge primarily related to the retirement of our former executive chairman. On slide 10, we highlight our convertible bonds issuance during the second quarter and the benefits to our company. We've been monitoring the convert market for a long time and viewed this as an attractive opportunity to provide immediate meaningful earnings accretion, increase our flexibility, and support our ongoing e-leveraging efforts. This instrument allowed us to monetize our combination of strong credit and stock volatility while our stock was trading near all-time highs. By issuing bonds at 1% to pay off floating rate debt around 5%, we expect to generate annual savings of approximately $44 million pre-tax after accounting for deal costs. Beyond the immediate interest savings, the convert also helped us to extend maturities, reduce floating rate exposure, and reduce the outstanding capital among our banking relationships. Additionally, as we are bullish on the opportunities ahead for our company, we used $107 million of the proceeds to purchase a call spread that increased the effective conversion price from roughly $80 per share to $105 per share. As a result, shareholders receive the benefit of the interest savings today, while dilution remains limited until the stock appreciates substantially. And as illustrated on the slide, if the stock were to appreciate 87% from issuance to a hypothetical share price of $115, dilution would be approximately 1% of our current shares outstanding. Now, on slide 11, we have outlined our guidance and the key assumptions, which are also stated in the earnings release. actual results may differ from our expectations. Based on our assumptions, we project our adjusted EPS for the third quarter of 2026 to be in the range of $0.71 to $0.77. Our projections reflect recent trends in volumes, spot rates, bid activity, and driver hiring, as well as expectations for continued seasonal patterns for both truckload and LTO services. The key assumptions underpinning this guidance are listed on this slide. Now, this concludes our prepared remarks. And before I turn it over for questions, just want to remind everyone to keep it to one question per participant. Thank you. Jillian, we will now open the line for questions.

Thank you. We will now begin the question and answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Ken Hoekster with Bank of America. Ken, your line is open. Please go ahead.

Great. Thanks. And good afternoon. Thanks for uh adam brad um andrew thanks for the outlook details maybe just delve into the utilization or miles per tractor that the deadhead impact right so you know how do you adjust that and then the timing of rolling in the the out-of-date contracts with with the new pricing maybe just talk scale or or speed with which we could see that both of those ends utilization and pricing start to really roll in. Thanks.

Yeah, no, we appreciate that, Ken. Well, you know, anytime you go through bid season, you're going to have some level of churn where you're losing some of the incumbent business and you're picking up new lanes. And so when we, you know, when we have maybe a greater amount of freight being awarded to us than really we can handle, we have an opportunity to kind of pick and choose the lanes that create some additional efficiency in our network. And so we've been going through that process as we've been getting awards from our customers. And then even on the spot market, there's more opportunities there to fill in empty lanes that we've had historically. And so every business has just been going through and trying to build some efficiency into their network. And that'll be something that we'll be continually doing as we find more opportunities and get more awards for our customers. In terms of the pace of how the rates are playing out, I think as we touched on in the prepared remarks, we saw that really accelerate in June. We had a lot of the bid activity get implemented in June, and we'll have some additional activity get implemented in July. But quite honestly, there's going to be an ongoing process, and we're constantly getting these mini-bids or even churn bids where a customer has gone and awarded business, and you've had carriers who've had to reject a certain amount of awards because of the lack of available capacity or just a lack of a fit in their network, and then they have to go source some additional capacity to not be in the spot market. We're seeing a lot of those. Obviously, the spot market is robust, and so we are, you know, creating a greater amount of exposure to the spot markets. I think this year we started the year probably, you know, around 10%. We're now kind of mid-teens in terms of our spot market exposure. And then you also have projects that will build, and sometimes those can come without notice. Sometimes they're planned. We had a good amount of projects that built into the back half of June as, you know, customers were needing capacity going into the 4th of July holiday. That slows a little bit as you come out of the holiday, but I would expect that to pick up probably in September, and then that really leads to what we believe would be a strong peak season. So I expect some normal seasonality to play out, but also I do think there's just, you know, the robust spot market and mini bid activity that allows us to continually improve rate. And then, hey, once you get through what we believe will be a strong fourth quarter peak season, you're kind of right back into bid season where you're able to address rates that may be outside of the market.

And just on your point on deadhead, empty miles, we really may point to two factors that are allowing, enabling us to drive this improvement. First, we've been in the process and development and have been implementing in the last few months some enhanced planning tools that are significant in our ability to reduce our empty mile percent. We've seen that really take traction and so the momentum on our our empty miles has has been building over the last few quarters but but in an environment like this in a good market we have an opportunity to really build a more efficient network and so wonder we're taking kind of the fundamental changes we've made in our structural processes on how we plan to along with the market where you have an opportunity that's that those are sustainable changes for the foreseeable future that we think are going to enable us to do that and so that's obviously creating some noise on our total miles per truck but when you look at our loaded miles per truck we are on a healthy trend that continues just to build so our biggest opportunity is going to be seating trucks that are not active for unseated trucks where we we do have a lot of opportunity there obviously we put a lot of that cost into the system so it's going to lever really well as we are able to put those trucks to work thanks Andrew thanks I appreciate it your next question comes from the line of Scott group with wolf research Scott your line is open please go ahead hey thanks afternoon so Adam you talked about ELD and hours of service and enforcement it feels like we haven't really seen that yet so maybe talk about what could be coming because I think that could be a next you

another big sort of opportunity on the capacity side. And then I guess just along those lines, listening to you, it sounds like with Montgomery and all these regulations, it sounds like you think large asset-based carriers should be the beneficiaries here. It's been a really long time, but do you see opportunity to start growing your fleet organically? Okay.

Yeah, so let me hit that, Scott. So first question on these hours of service enforcement. I think this administration has a lot of things on their agenda that they plan to push to clean up the environment. There have been a lot of ELDs that have been self-certified in our industry that we don't believe can stand the rigors of real compliance. And I think we've seen this you know, administration going through and invalidating some of these devices and being much more strict on roadside inspections. And so I think that's just going to be part of the equation of just managing noncompliant carriers out there. And I think they're in the early innings of really pushing that. I think there's just a lot of ELD providers out there to work through, just like there would be CDL schools. There's so many out there that they're cracking down on that were created that, again, were self-certified, and I know that's important to this administration. So, I think those will be, you know, areas that will just continue to push out the non-compliant carriers, which typically, you know, are those that are much cheaper in terms of how they price their capacity. In terms of Montgomery, I do believe the quality asset-based carriers would be, you know, a large beneficiary from this ruling as we've had many customers reach out to divert some volume that was with brokers to the asset-based carriers. And we've also had customers who use our brokerage who want to understand how do we vet carriers and what are the things that we look at as important to ensure that, you know, we're We're putting a safe carrier and, more importantly, a safe driver behind the wheel that's hauling their freight. And we've done a lot on that front, even before the Montgomery ruling, that I think has put us in a good position relative to many in the space. But, hey, we continue to look through that and to ensure that we're mitigating risk best as possible, but, you know, being balanced with having capacity available for our customers. It's certainly with where the freight market is. I've always said in transportation and trucking, you either have freight or you have drivers. It's rare that you have them at the same time. And so clearly we're focused on maximizing the opportunities in the market today with the freight that's available. And we are looking towards how do we maximize the utilization of our existing equipment. And then once we feel like we're in a good position there, we would like to grow the fleet. Driver availability, quality driver availability will be the one relegating factor. And so we're trying to put together some really thoughtful approaches to how we incentivize drivers in our company, how we recruit drivers for our different companies. I know a big question is, what happens with driver pay as the rate market improves? And we're committed to preserving rate best we can to enhance margins because there's a lot of margins that we have to get back into our business. And I think a lot of our peers are in the same place on that front. Now, I think the good news is the last up cycle we had, we were competing against government incentives and we are competing against a very tight labor market where that is, you know, I think that this market is very different than there and then. And so we don't have to spend as much to incentivize drivers to come to our company. So we've already done some things that are very tactful and very strategic in where we're going to put dollars around, you know, production incentives, some, you know, maybe some sign-on bonuses and just key markets, not broad-based, not near the expense we would have done during the last upcycle. And we're taking different approaches, business by business and learning from them. And then at some point, we'll maybe harmonize them to what got the best results and the greatest return based on the investment. Yeah, but you're right. Ultimately, we want to be able to grow organically in this market. But hey, we've got some utilization to improve before we get to that point. But I like to think that we'd be able to achieve that and begin to grow.

Thank you.

Your next question comes from the line of Brian Ozenbeck with JP Morgan. Brian, your line is now open. Please go ahead.

All right. Thanks very much for taking the question uh maybe a first quick follow-up for adam um do you think that some of these heated tractors can be filled here in a near term is that something it's not like there's some approaches already in flight so do you feel like you'll get some progress there and i know it's maybe a sensitive number but any relative new percentage you can give us in terms of where you have been historically with unseated tractors might be helpful to figure out where that trend's going and then maybe for andrew if we can hear just a little bit more about the LTL trends, you know, what was the month, how was that progressing? Were there any capacity constraints that you ran into there that we're sort of hearing across different parts of the industry? And then I guess lastly, the fuel headwind comment got a lot of attention. So maybe you can just walk through what you expect on that. Thanks so much, guys.

Yeah, look, I'd say from a seed attractor standpoint, we're just going to make incremental progress there would be my expectation, Brian. I'd say overall for our company, it's stable. You have some businesses that have seen some good progress and others that have seen a little bit of pressure there. But overall, it's been relatively stable. We don't give a percentage out there, so it doesn't differ much from where we've been over the last year or two. But it's definitely a focus of ours given the amount of freight opportunities that we I mean, we're rejecting twice as much as the industry, and so those are going to be freight opportunities that we could could leverage in our market if we had more seated trucks and so now that we have uh the ability to do a little bit on the driver pay front um that can help support you know bringing more drivers in and and you know enhancing our recruiting i think it's a good opportunity for us and and so we're we're highly focused on that hey brian on uh ltl uh intra-quarter trends.

Let me just give you some of the numbers so you have them, then I'll give some context around it. But if you look at our shipments per day, which we described are down year over year, we've had this great mix change with higher weight shipments. But April, we were down 6.5% year over year. May, we were down 3.2%. And in June, we were down 1.3%. So we saw our shipments per day grow from April to May to June. We implied it in the discussion in our comments earlier, but early in the quarter, we metered some of our demand to protect service as we wanted to make sure we were balanced on our inbound and outbound freight. And so we restricted for a period of time early in the quarter, our demand to make sure that we could maintain service. We feel like that we were able to open that up as we got into the middle of the quarter. And so we see a good environment in LTL. We hope to build off of the volumes that we experienced in Q2 and grow into Q3. The comments on fuel is, I was just saying, it is an unpredictable line of our P&L. We know that it helped us some in Q2. What we're seeing early in the quarter would say maybe not, but that is a line we can't really foresee. There is a high degree of variability, and so we're just going to watch how that plays out. We just wanted to introduce the idea that that is an uncertain line that could provide benefit or cost into Q3. Okay.

Thanks so much, guys. Appreciate it.

Your next question comes from the line of Jonathan Chappelle with Evercore ISI. Jonathan, your line is open.

Thank you. Good afternoon. Adam, you mentioned in the prior answer, I don't think it was asked directly, but you answered it anyway, about the driver pay and kind of relative. It's a big question that's being asked right now. I just want to kind of simplify it, if you can. Can you compare and contrast the driver wage inflation potential today versus what it was in late 20, early 21?

And then to take the next step forward, how do you see either overall industry or night upside margin potential or call it peak margin potential, given the similarities and potential differences of wage inflation versus price well again like like i mentioned you know we're it's a it's a very different labor market you know this go around than we saw in 2021 where we were competing with government you know incentives and our stimulus and just an overall very tight labor market uh where there were other you know significant number of opportunities alternatives for you know that vocational labor. Drivers are always tight. They always have been. We did a lot in pay in 2021. So we caught up quite a bit of where we were lacking as an industry. We haven't taken any of that back. Even though rates went back 20%, driver pay is held as a per mile basis and has put pressure on margin as a result of that. So I think there's a lot of rate to get back. And there's some room on driver pay, certainly, but not near the extent that we had in 20 and 21. And so I do think we'll see margins, I would believe, improve faster in this cycle because of that, but we're starting at a much lower level, right, clearly. So I don't know that I'm really willing to say that the peak of margin changes from historical patterns versus this market because, again, where we are starting that but we're in the early innings of this of this shift in the market and what's unique about it is it's supply driven largely again we saw kind of a couple anecdotes of demand starting to improve certainly not broad-based yet so because it's supply driven it does feel like it could be a bit more durable but it could be a little bit more linear in terms of how it you know we see the results improve uh then maybe when it's really you know uh driven by a significant increase in consumer demand because when demand jumps up shippers really need capacity because they're missing sales and it's new opportunity for shippers and so they're a bit more willing to give pay to rate increases to get that capacity in a market today it's we're moving the same goods for the same sales just a lot fewer trucks to to service that and so you know you have to really negotiate and push to get the rates that you need to support your fleet and and to get the return so again i don't know how this all plays out down the road in terms of peak margins but uh i definitely feel like we'll have an opportunity to to flow through the rate increases to to improve our margin while doing a little bit for for drivers where it makes sense and the markets where we need it jonathan i would just point to thanks adam our pro our pro jonathan is

kind of five prong in terms of outside of driver pay but like five things that you know we're doing as we as we look at how we navigate a tighter driver market so we we put money to work in marketing that would be the first we've built up our recruiter base uh as we've been going through this year so we put money kind of ahead of those areas to focus on third i would say we we are leveraging tools we haven't had in the past um ai tools including others to help us be more efficient our recruiting and our training retaining and rehiring fourth is leveraging our academy network and in something that we've probably not done as well in the past is leveraging between our brands our academy network to help all of our brands benefit from from the academy network we have and the fifth is we've got we're so much more in terms of the tools we have around driver pay we've deploy new tools about how we pay our owner operators that are market-based pay. We've got better tools around market intelligence. So the decisions that we're going to be making around driver pay, like Adam mentioned, are going to be tactical, data-based, market-based, specific to the fleet needs. Our approach is going to be more precise than blunt, which we've done in the past. We think that's going to help us be really smart how we deploy resources and driver pay to accomplish both things, grow our fleet and capture margin recovery. Got it. Thank you.

Our next question comes from the line of Ravi Shankar with Morgan Stanley. Ravi, your line is open. Please go ahead.

Great. Thanks. Good afternoon. Adam, how are your shipper customers talking about TL versus intermodal right now. I think we're seeing a bit of a switch to intermodal. Do you think this is opportunistic given the gap in rates? Do you think it switches back to TL when demand tightens up? And how do you think about, I mean, how agnostic or not are you to that switch? Thank you.

Yeah, I think it's been, for us, been maybe more anecdotal than anything, Robby. I haven't seen a a wide uh shift from from a wide group of customers but there are certainly some where they have a longer length of haul or it's a great fit where the freight is close to the ramp pairs where you know the gap has grown enough to where they'll give up some transit time or service to do to move intermodally and we're seeing some of that but it's i don't think it's material to the to the the amount of opportunities we have on the truckload side, but it has helped with some of the growth in our intermodal business. So, I mean, we're open to it because a lot of this stuff is the longer length of haul. Much of this freight, we probably wouldn't have been hauling anyways in our truckload fleet because of how regional our fleet is. And so we're very open to it. But again, I think it's still relatively small to the amount of freight that's moving by truck today.

Your next question comes from the line of Chris Weatherby. with Wells Fargo. Chris, your line is open.

Thank you. Thanks. Good afternoon, guys. I guess maybe a little shorter term, try to hone in a little bit on the third quarter truckload guidance. I guess revenue up mid-single digits year over year. I think you talked about the exit rate on a revenue per truck basis being in the 10% range. So I guess I'm just kind of curious about some of the moving parts there. We talked a little bit about seated tractors before. Do we assume that we actually will see more slippage sequentially in terms of the total fleet count. I just want to get a sense of how we should think about squaring that revenue per tractor number relative to the potential total revenue number. Just get a sense of how you're thinking about the puts and takes, and if there's any sort of updates you might want to give in terms of what that June number might look like as we transition over into July or the third quarter. Thank you.

Yeah, Andy, do you want to hit on some of the guidance updates?

Yeah, so yeah, I think I, let me give you a couple of the dynamics that are going on there. as you look at the q2 to q3 so we expect the rate uh momentum that we saw coming out of q2 will continue uh we we obviously at the end of the quarter we saw a lot of project activity seasonal activity that came with very healthy spot rates as you move into q3 you see some of those go down that is typical in the july august period you know we think there's there's some indication that those will be strong as we enter the back period of Q3, but we'll have to see. What we're seeing otherwise is a building contract volume. We still have a lot of the rates that have been negotiated going into effect in July and August, and so we'll continue to see that rate build, and that is what's driving the incremental EPS contribution to the business. Now, you know, we'll have – there's some factors that may act as a little bit of headwind. I talked about fuel. We'll have to see where fuel rates go, but that certainly could – is something we're watching carefully because it could be very impactful, particularly on the timing of that. Q2 was a large quarter for us on gains. We expect that would be a less based on the amount of inventory we expect to sell in the third quarter. that's going to provide us some some degree of sequential cost pressure and and then driver pay we talked about may provide a little bit of cost pressure although we think it's it's relatively small at this point because of the approach we're taking so those are factors i'll consider and i think you know we're going to see that benefit clearly in our one-way business i would say for the rest of our portfolio, our dedicated business, LTL, intermodal logistics, the Q2 to Q3 is more steady in terms of contribution. And so obviously those parts of the business aren't going to contribute sequentially a significantly different EPS contribution. So those are the dynamics I would point you to for the sequential look on the quarters.

Yeah. And Chris, I know you mentioned about truck count. I mean, we feel like truck count is going to be stable sequentially, miles picking up a little bit just from seasonality. So I think that would be part of the equation as well. But, you know, hey, we expect the truckload business in the aggregate, including our dedicated, to operate in the high 80s. It's been quite a few quarters since we've been there. So we feel encouraged about that. And, hey, we feel we'll build from there into fourth quarter.

Very helpful, guys.

Your next question comes from the line of Ari Rosa from Citigroup. Ari, your line is open. Please go ahead.

Yeah. Hi. Good afternoon. So, Adam, maybe you're the best person to ask this question. I think it's similar to Chris's question just now. But if we look at truckload revenue, ex-fuel up about 3% year-over-year in second quarter and the guide for mid-single-digit growth in third quarter, compare that against the spot rate, which we're seeing up significantly above that. I understand, obviously, there's a big difference between spot and contract, but looking at the last cycle, obviously, we were getting to double-digit type of increases on revenue per load mile. What's the cadence or what's the expectation on when that can flow through or when we might expect that? Just given the kind of severe tightening that's happened in capacity, I don't want the question to sound overly critical, but I guess I'm just surprised that that number isn't a bit higher or accelerating faster. and i understand you guys gave some of the guidance on you know that's accelerating or accelerated through the quarter but you know should we expect that getting to like double digits as we think about you know beyond third quarter thanks all right are you to clarify you're saying which metric double digits about revenue per mile or just overall truckload revenue revenue yeah revenue per load mile specifically yeah no so we you know we we came out of the quarter we

mentioned June, we were on a revenue per total mile over 10% on a loaded basis, over 8% on a year-over-year basis. Now, we did have some projects in June, which we, you know, that drives a lot of premium freight. And look, we're still, you know, 70 plus percent on the contract side, 50% in spot, and you have some backup that we take. And so when you look at the spot rates, I mean, that's not really the market that we operate in, and it's small relative to the overall, but our goal is to have good, sustainable contract rates and have flexibility to do projects and take advantage of a spot where it makes sense for our business. Now, do I feel like, you know, you always take a little bit of a step back seasonally from projects as you grow past the 4th of July. You know, July is still strong, just your normal business, but you may not have premium projects. We believe that will build into the back half of the quarter, particularly into September. And so I think rates could start to trend that, you know, in that double-digit range as you get into September.

And then I feel like if things play out as expected, fourth quarter would really see a ramp up as you would expect to have a good amount of projects and a heavy amount of spot opportunities and even some backup opportunities as we go into the fourth quarter. are you not we we are securing for the most part double digit rates in our in our bids and in negotiations so that is the rate we're getting but you got to you got to remember a third of our fleet are dedicated and that's going to follow a different cadence we think the benefit will will come to dedicated of this of this market but that doesn't happen in such a short time so i think those are factors you got to make sure you include as you model the projection in the short term.

Okay, fair enough. Thanks for the time.

Your next question comes from the line of Tom Wadowitz with UBS. Tom, your line is open. Please go ahead.

Yeah, good afternoon. So I know you've gotten a bunch of kind of questions on price that are kind of near term. Maybe, Adam, if I take a step back from that and say, you know, we've got a couple cycles to look at and, you know, how much did spot rates go up? How much did contract rates go up and say, you know, 2013-14, 17, 18, and then the COVID cycle. Does this cycle we're in right now feel to you like, or you're crystal ball, that it's a lot more like the COVID cycle? And if that's the case, do you think that it's reasonable to think your rate's up, call it high single digits for the year this year, and then you can get to mid-teens next year?

And I guess in COVID, you probably got even more than more rate than that over two years but how you know your best look on how this cycle plays out maybe from a kind of you know two-year basis to your uh perspective thank you yeah so sometimes i want to refrain from giving any kind of future guidance beyond what we gave for third quarter you know what i would tell you is again this cycle feels a bit different because it's more supply driven than demand and so as i mentioned on the when it's driven by demand, I think rate can come even faster, but it can be fleeting when that demand shifts like we saw during COVID. I think the rate will progress and it may be a little bit slower than previous cycles and how it progresses, but I think it's going to be more durable. The real question, if we start to get demand, if you get some good seasonality in a fourth quarter and that can continue into next year, then I think you layer that on top of the supply constraints and what I think is going to continue, then, yeah, you're in a place where you could see rate move at a very rapid pace. But, you know, I think there's still a lot of things that have to play out for that to come into effect. But so right now it's, hey, we're giving guidance as we have for the third quarter. We don't have guidance up for fourth, but I could say I feel pretty bullish about how that could play out. But I don't know that I'd put a number to it yet, Tom. It's still kind of early innings on that.

Would you compare it to a prior cycle? I mean, I guess you're saying it's rates happening a little slower. To me, it feels like rates happening really fast. So I don't know. I mean, do you think it's fair to compare it to the COVID cycle or you don't want to do that?

I guess what I would say during the COVID cycle, rates happened really fast because customers had all these sales that they were potentially losing if they didn't move the goods, right? And they had a lot of incremental demand, right? So we've seen rates move. We've felt this thing turn over a quarter ago, well over that, and we didn't really start to see the real impact here until probably the late second quarter. I believe that's going to continue. I think it's somewhat like a 2018 where you had ELDs that went into affect that restrained capacity but I feel like this is going to be even more durable than that we've just never seen the FMCSA and the DOT with the push that they're making on cleaning up our industry and taking the non-compliant of the bad actors out of it so I don't think this cycle is anything that I can really compare to over the past other than I feel like it's going to be more durable based on what this administration is doing And I do feel like it probably raises the floor of where rates can go to when you have, you know, obviously when the cycle begins to turn the other direction, assuming when we don't go back to allowing maybe some bad actors into our space.

Great. Thank you.

And since I know we got disconnected for a minute there, I think we'll do one more question, and then I think we got to jump for follow-ups here.

Your next question comes from the line of Richa Harnain with Dutch Bank. Richa, your line is open. Please go ahead.

Hi, thanks for squeezing me in, guys. Okay, so just some clarification questions. I'll try to make it quick. Sorry to beat a dead horse, but just the guidance, revenue up only mid-single digits, that's XFIL and Q3 year over year. Rate should be up more than that. So is utilization going to be down again year over year, and is that leading to the more muted top line, I assume. And then, you know, you still have OR improving 700 bps. So, without as much utilization, I would just want to understand better what's driving that strong operating leverage assumption. Is it just rate or are there, you know, big cost out actions embedded? And then, lastly, on the question regarding driver pay, I think you said, you know, Adam, in the past on these calls, at the high end, something like 30% of rate is typically shared with drivers in an up cycle. Is that a good rule of thumb to consider this cycle or given all the creativity? You know, Andrew, I think you described it pretty well. You're taking on to improve, you know, conditions for drivers or whatever. Maybe it could be less than that. Just trying to understand on that nuance. Thanks.

Well, that was a long question to squeeze in there, but we'll try to cover that. So on the driver pay front, I know I shared that that's what we've done historically i don't feel like we're going to we're in a position right now that that's what we would have to do with with the rate that we're picking up we're going to have to take more of that rate to improve the margin because of where that starting point is so it's going to be you know much you know on the lower end of that or even below the row end that we typically do at um with that 25 to 30 percent because that the driver pays percentage revenue has crept up over the years because we haven't reduced driver pay while we've seen rate you know reduce. And so we're going to have to get some of that back. So I would not model that much flowing through the driver pay based on the rate that we pick up. You know, I think we talked quite a bit about the, you know, the guidance there, you know, from the miles per tractor standpoint. I mean, we think that's pretty flat sequentially. We do expect rate to continue to build. And as Andrew mentioned, the dedicated piece of the business, that will take more time to build as you go through contracts as they as they renew and so we'll have some opportunity there but that'll be a little slower part of it but on the over the road side of the business we expect to see that momentum continue uh to build for the business so just just be clear we guided the truck count to be relatively stable into q3 but but we're lower than last year so you were comparing year over year that's also contributing to to the revenue number but utilization is going to be relatively in line perfect thank you okay well hey we appreciate you hanging with us i know we had some disruption on the the call but appreciate you staying with us um julian i don't know if you have anything else to close out no that concludes today's call everyone thank you so much for attending, you may now disconnect.