Knight-Swift Transportation Holdings Inc 8-K, filed Oct 21, 2026
Knight-Swift Transportation Holdings Inc. (KNX)
8-K
2026-10-21
For: 2026-10-21
View Original
Added on
October 22, 2026
About this 8-K
Knight-Swift Transportation Holdings Inc filed this 8-K on October 21, 2026.
Knight-Swift reported third quarter 2026 revenue of $2.2 billion, up 14.2%, and Adjusted EPS of $0.83; fourth-quarter Adjusted EPS guidance is $0.78 to $0.84. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2026
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of principal executive offices and zip code)
(602 ) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||||||||||||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION | ||||
On October 21, 2026 , Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended September 30, 2026. A copy of the Press Release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report that is furnished under Item 2.02, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits
| Exhibit | Description | |||||||
Exhibit 104 | Cover Page Interactive Data File | |||||||
The information in Items 2.02 and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached earnings presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Knight-Swift Transportation Holdings Inc. | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| Date: | /s/ Andrew Hess | ||||||||||||||||
| Andrew Hess | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
| Exhibit 99.1 | ||||||||
October 21, 2026
Phoenix, Arizona
Knight-Swift Transportation Holdings Inc. Reports Third Quarter 2026 Revenue and Earnings | ||
Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift" or the "Company"), one of the largest and most diversified freight transportation companies, operating the largest full truckload fleet in North America, today reported third quarter 2026 net income attributable to Knight-Swift of $118.3 million and Adjusted Net Income Attributable to Knight-Swift1 of $135.9 million. GAAP earnings per diluted share for the third quarter of 2026 were $0.72, compared to $0.05 for the third quarter of 2025. Adjusted EPS1 was $0.83 for the third quarter of 2026, compared to $0.32 for the third quarter of 2025.
| Key Financial Highlights | ||
| Quarter Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (Dollars in thousands, except per share data) | |||||||||||||||||
| Total revenue | $ | 2,200,926 | $ | 1,927,057 | 14.2 | % | |||||||||||
| Revenue, excluding truckload and LTL fuel surcharge | $ | 1,852,830 | $ | 1,720,889 | 7.7 | % | |||||||||||
| Operating income | $ | 178,705 | $ | 50,326 | 255.1 | % | |||||||||||
Adjusted Operating Income 1 | $ | 198,548 | $ | 105,951 | 87.4 | % | |||||||||||
| Net income attributable to Knight-Swift | $ | 118,266 | $ | 7,861 | 1,404.5 | % | |||||||||||
Adjusted Net Income Attributable to Knight-Swift 1 | $ | 135,865 | $ | 51,281 | 164.9 | % | |||||||||||
| Earnings per diluted share | $ | 0.72 | $ | 0.05 | 1,340.0 | % | |||||||||||
Adjusted EPS 1 | $ | 0.83 | $ | 0.32 | 159.4 | % | |||||||||||
1See GAAP to non-GAAP reconciliation in the schedules following this release.
During the third quarter of 2026, consolidated total revenue was $2.2 billion, a 14.2% increase from the third quarter of 2025, while consolidated revenue, excluding truckload and LTL fuel surcharge, grew 7.7%. Consolidated operating income was $178.7 million, a 255.1% increase compared to the same quarter last year. Adjusted Operating Income was $198.5 million, an 87.4% increase year-over-year. The consolidated operating ratio for the quarter improved 550 basis points year-over-year to 91.9%, and the Adjusted Operating Ratio1 improved 450 basis points to 89.3%.
•Truckload — Revenue, excluding fuel surcharge and intersegment transactions, increased 6.5% year-over-year driven by a 9.7% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions. Adjusted Operating Ratio of 89.2% was 700 basis points better year-over-year, primarily driven by pricing improvement, growth in loaded miles per tractor, and a 170 basis point reduction in empty miles percentage.
•LTL — Revenue, excluding fuel surcharge, increased 0.4% year-over-year and Adjusted Operating Ratio of 91.4% increased 80 basis points. Tonnage per day grew 3.3% on a 4.8% increase in weight per shipment, and length of haul grew 6.2% year-over-year.
•Logistics — Revenue decreased 1.0% year-over-year while Adjusted Operating Income of $9.6 million grew 19.6% and Adjusted Operating Ratio improved 120 basis points to 93.1%. Revenue per load increased 46.7% while load count declined 32.6% as we maintain a disciplined approach to profitability and carrier selection. Gross margin of 18.9% increased 110 basis points year-over-year and 350 basis points sequentially from second quarter levels as contract pricing resets in line with tighter capacity conditions.
•Intermodal — Revenue grew 30.6% year-over-year and Adjusted Operating Ratio improved 200 basis points to 97.8%. Revenue per load grew 15.2%, or 5.5% excluding fuel surcharge, and load count improved 13.3% year-over-year to the highest level in over five years.
Our GAAP and non-GAAP results for the quarter include certain items that impact the comparability of year-over-year results. These items include a $22.8 million reduction in interest expense and a 19.6 percentage point decrease in the effective tax rate on our GAAP results year-over-year. Additionally, operating income for the current quarter includes $6.3 million of costs for the new accounts receivable securitization program whereas costs of the prior arrangement were reported in interest expense prior to 2026. Further, our GAAP results for the prior year quarter include a loss contingency of $11.2 million, a $2.0 million write-off of debt issuance costs, and $34.8 million of impairment charges (primarily from combining our less-than-truckload (LTL) brands under one trade name), each of which, except the loss contingency, were excluded from our non-GAAP results as shown in the reconciliation schedules following this release.
Adam Miller, CEO of Knight-Swift, commented, "The Truckload market was largely consistent with normal seasonality in the third quarter, and contractual volumes remained generally stable. Customers continue to seek reliable, quality carriers for one-way service, which is creating strong demand for our capacity, especially approaching the holiday shopping season. Industry capacity remains under pressure, and sourcing quality drivers is as challenging as it has been in years. Our training academy network is one of the largest in the country, and leveraging this advantage will be key to our success. On the pricing front, our spot pricing trended better than public indicators in the quarter, staying well above contractual rates that continued to accelerate throughout the period. Similarly, our tender rejection rates continue to run at levels two to three times that of the broader market measures. We believe our scale, trailer pool flexibility, leading one-way presence, driver training capabilities, and long history of investments in safety enhance our value proposition to shippers in the current landscape. While fuel and driver-related costs were sequential headwinds in the quarter, our ongoing efforts around pricing and cost control helped us navigate these headwinds and achieve meaningful margin improvement. We expect that ongoing cost inflation and constraints on capacity will require further meaningful rate growth in 2027 to support margin repair and investment in fleet assets.
"Beyond the truckload market, the LTL market saw solid demand and pricing conditions that are growing more supportive, partly from the tightening in the truckload market. We are encouraged by steady gains in rate renewals, ongoing improvements in freight mix, and progress driving network efficiencies. Our Logistics segment improved earnings and operating margins as contractual pricing gains and the seasonal easing in capacity costs allowed gross margins to recover. Our Intermodal segment posted strong volume growth and mid-single-digit pricing improvement before fuel surcharges, driving further margin progress. We intend to build on that momentum through continued excellence in service combined with disciplined growth and cost management.
"We anticipate a solid truckload peak season, as consumers have remained resilient, inventory levels have been well-managed, and capacity remains under pressure. We have put more peak season project arrangements in place than at any time since the pandemic. While we cannot control how much volume manifests under these arrangements, we are focused on seating our trucks and increasing utilization in order to make the most of the opportunities. Similar to our outlook last quarter, we expect momentum across our businesses to keep building as rates continue to be reset, as we maintain our cost and operational initiatives, and as we anticipate more seasonal spot and project opportunities than we have seen in recent years."
Other Income (Expense) — We recorded $0.1 million of income within "Other income (expense), net" in the third quarter of 2026, compared to $3.6 million of income in the third quarter of 2025.
Income Taxes — The effective tax rate on our GAAP results was 27.4% for the third quarter of 2026, compared to 47.0% for the third quarter of 2025. The effective tax rate on our non-GAAP results was 25.6% for the third quarter of 2026, compared to 29.6% for the third quarter of 2025.
Dividend — On August 6, 2026, our board of directors declared a quarterly cash dividend of $0.20 per share of our common stock. The dividend was payable to the Company's stockholders of record as of September 4, 2026, and was paid on September 21, 2026.
| 2 | |||||||
| Segment Financial Performance | ||
Truckload Segment
| Quarter Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (Dollars in thousands) | |||||||||||||||||
| Total revenue | $ | 1,410,251 | $ | 1,236,634 | 14.0 | % | |||||||||||
| Revenue, excluding fuel surcharge and intersegment transactions | $ | 1,154,886 | $ | 1,084,363 | 6.5 | % | |||||||||||
| Operating income | $ | 123,082 | $ | 35,901 | 242.8 | % | |||||||||||
Adjusted Operating Income 1 | $ | 124,634 | $ | 41,227 | 202.3 | % | |||||||||||
| Operating ratio | 91.3 | % | 97.1 | % | (580 | bps) | |||||||||||
Adjusted Operating Ratio 1 | 89.2 | % | 96.2 | % | (700 | bps) | |||||||||||
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our diverse Truckload segment consists of our irregular route, dedicated, refrigerated, expedited, flatbed, and cross-border truckload operations across our brands with approximately 14,500 irregular route tractors and nearly 5,900 dedicated tractors.
Demand for our Truckload service remained strong throughout the quarter as industry capacity remains under pressure and shippers continue to align with quality carriers. Truckload segment revenue, excluding fuel surcharge and intersegment transactions, grew 6.5% year-over-year, the strongest organic growth in over four years, driven by a 9.7% improvement in revenue per loaded mile, excluding fuel surcharge and intersegment transactions, which was partially offset by a 3.0% decrease in loaded miles year-over-year. In our over-the-road service, revenue per loaded mile, excluding fuel and intersegment transactions, increased mid-teens percent year-over-year. Adjusted Operating Ratio improved 700 basis points year-over-year to 89.2% as our ongoing efforts around driver training, pricing, and cost control helped us navigate driver and fuel cost headwinds in the quarter. Adjusted Operating Income improved 202.3% year-over-year, largely as a result of the improvement in pricing and a 170 basis point reduction in empty miles percentage as we improve the efficiency of our network. After the tightening driver market pressured our seated truck count during the second quarter, our targeted investments in recruiting, training, and driver pay helped to stabilize our seated truck count in July, which held through the quarter. We are preparing further measures to improve our driver development and enhance utilization to maximize our opportunities, given that margins are progressing according to plan and our load rejection rates continue to run at levels that are two to three times the public indicators. Total miles per tractor declined 0.9% year-over-year, largely due to the reduction in empty miles as loaded miles per tractor increased year-over-year for the eighth consecutive quarter.
U.S. Xpress continues to improve profitability, with pricing gains in its over-the-road division outpacing the legacy brands. We anticipate another supportive bid cycle through 2027, which should allow us to close the remaining pricing gap. After the previous quarter marked the first profitable quarter since the acquisition for the U.S. Xpress over-the-road division, this division reached a mid-90s Adjusted Operating Ratio in the third quarter. This helped to bring U.S. Xpress' total trucking Adjusted Operating Ratio into the low 90s while the legacy brands achieved an 88.0% Adjusted Operating Ratio in the quarter. Across our truckload segment, we are focused on closely monitoring market pricing and demand development, intentionally deploying capacity, intensely managing costs, increasing our seated truck percentage, and enhancing utilization in order to deliver even more quality service to our customers and maximize the opportunities provided by an improving market.
| 3 | |||||||
LTL Segment
| Quarter Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (Dollars in thousands) | |||||||||||||||||
| Total revenue | $ | 434,517 | $ | 394,501 | 10.1 | % | |||||||||||
| Revenue, excluding fuel surcharge | $ | 341,703 | $ | 340,489 | 0.4 | % | |||||||||||
| Operating income (loss) | $ | 24,941 | $ | (1,693) | N/A | ||||||||||||
Adjusted Operating Income 1 | $ | 29,373 | $ | 32,056 | (8.4 | %) | |||||||||||
| Operating ratio | 94.3 | % | 100.4 | % | (610 | bps) | |||||||||||
Adjusted Operating Ratio 1 | 91.4 | % | 90.6 | % | 80 | bps | |||||||||||
1See GAAP to non-GAAP reconciliation in the schedules following this release.
The LTL market demand was generally stable, with more supportive pricing conditions beginning to emerge from the truckload market tightening. Revenue, excluding fuel surcharge, increased 0.4% year-over-year, as a 4.0% increase in revenue per shipment, excluding fuel surcharge, was partially offset by a 1.4% decrease in LTL shipments per day and a decline in revenue from dedicated services. We continued our efforts to improve network efficiency, freight mix, and service delivery through the quarter, and progress here helped drive a 2.9% sequential increase in shipment count over second quarter levels, as compared to a typical modest seasonal decrease. Improvements in freight mix produced 3.3% growth in daily tonnage, 4.8% growth in weight per shipment, and a 6.2% increase in length of haul year-over-year. Revenue per hundredweight, excluding fuel surcharge, fell 0.7%, driven by the increase in weight per shipment as our network and freight mix continue to evolve from a regional base to a national profile. Renewal rates continued their trend of mid single-digit percentage increases. The Adjusted Operating Ratio increased slightly by 80 basis points year-over-year to 91.4%, and Adjusted Operating Income declined $2.7 million primarily driven by a $4.6 million decrease in gains on sale.
We believe ongoing bid events with new and existing customers will provide further opportunities to grow shipment volume, improve our freight mix, and drive operational efficiencies. Our near-term focus is to drive both revenue and margin expansion in the business through strong service, disciplined pricing, and cost efficiency. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
Logistics Segment
| Quarter Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (Dollars in thousands) | |||||||||||||||||
| Revenue | $ | 138,974 | $ | 140,404 | (1.0 | %) | |||||||||||
| Operating income | $ | 8,421 | $ | 6,837 | 23.2 | % | |||||||||||
Adjusted Operating Income 1 | $ | 9,571 | $ | 8,001 | 19.6 | % | |||||||||||
| Operating ratio | 93.9 | % | 95.1 | % | (120 | bps) | |||||||||||
Adjusted Operating Ratio 1 | 93.1 | % | 94.3 | % | (120 | bps) | |||||||||||
1See GAAP to non-GAAP reconciliation in the schedules following this release.
Logistics segment revenue decreased 1.0% year-over-year, as a 46.7% increase in revenue per load was offset by a 32.6% decline in load count. Adjusted Operating Income grew 19.6% year-over-year to $9.6 million despite the slight revenue decrease as we maintained a disciplined approach to profitability and carrier selection. The Adjusted Operating Ratio of 93.1% improved 120 basis points year-over-year, as ongoing progress resetting contractual pricing catches up to the increased capacity costs. Gross margin of 18.9% improved 110 basis points year-over-year and 350 basis points sequentially.
We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.
| 4 | |||||||
Intermodal Segment
| Quarter Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (Dollars in thousands) | |||||||||||||||||
| Revenue | $ | 122,876 | $ | 94,083 | 30.6 | % | |||||||||||
| Operating income (loss) | $ | 2,757 | $ | (2,298) | N/A | ||||||||||||
Adjusted Operating Income 1 | $ | 2,757 | $ | 156 | 1,667.3 | % | |||||||||||
| Operating ratio | 97.8 | % | 102.4 | % | (460 | bps) | |||||||||||
Adjusted Operating Ratio 1 | 97.8 | % | 99.8 | % | (200 | bps) | |||||||||||
1 See GAAP to non-GAAP reconciliation in the schedules following this release.
The Intermodal segment grew revenue 30.6% and improved its Adjusted Operating Ratio 200 basis points year-over-year through a 13.3% increase in load count, a 15.2% increase in revenue per load, and improvements in cost and network efficiency. Core pricing improved throughout the quarter, as revenue per load increased 5.5% year-over-year when excluding fuel surcharge revenue. On a sequential basis, load count grew 2.6%, and revenue per load grew 5.7%, driving 8.4% revenue growth and a 160 basis point improvement in the operating ratio over the second quarter levels. Customer demand remains robust, driven by our strong service levels and conversion opportunities supported by tight trucking capacity and high fuel prices. 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.
All Other Segments
| Quarter Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (Dollars in thousands) | |||||||||||||||||
| Revenue | $ | 126,002 | $ | 88,880 | 41.8 | % | |||||||||||
| Operating income | $ | 19,504 | $ | 11,579 | 68.4 | % | |||||||||||
All Other Segments include warehousing and support services provided to our customers, independent contractors, and third-party carriers, including equipment leasing, trailer parts manufacturing, insurance, equipment maintenance, and warranty services. All Other Segments also include certain corporate expenses (such as legal settlements and accruals, as well as $11.5 million in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions). Additionally, beginning January 1, 2026, All Other Segments also includes the cost of our accounts receivable securitization program that was formerly reported in interest expense.
Revenue within our All Other Segments for the third quarter increased 41.8%, driven by growth in warehousing and independent contractor support services. Operating income grew 68.4% year-over-year as a result of this growth and because the inclusion of $6.3 million of costs for the accounts receivable securitization program in the current period as cited above were less impactful than the loss contingency of $11.2 million included in the prior year period.
| 5 | |||||||
| Consolidated Liquidity, Capital Resources, and Earnings Guidance | ||
Cash Flow Sources (Uses)
| Year-to-Date September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Net cash provided by operating activities | $ | 799,881 | $ | 543,431 | $ | 256,450 | |||||||||||
| Net cash used in investing activities | (427,856) | (424,510) | (3,346) | ||||||||||||||
| Net cash used in financing activities | (362,736) | (189,137) | (173,599) | ||||||||||||||
Net increase (decrease) in cash, restricted cash, and equivalents 1 | $ | 9,289 | $ | (70,216) | $ | 79,505 | |||||||||||
| Net capital expenditures | $ | (426,676) | $ | (407,339) | $ | (19,337) | |||||||||||
1"Net increase (decrease) in cash, restricted cash, and equivalents" is derived from changes within "Cash and cash equivalents," "Cash and cash equivalents – restricted," and the long-term portion of restricted cash included in "Other long-term assets" in the condensed consolidated balance sheets.
Liquidity and Capitalization — As of September 30, 2026, we had a balance of $1.7 billion of unrestricted cash and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.1 billion as of September 30, 2026. Free Cash Flow2 for the year-to-date period ended September 30, 2026, was $373.2 million, reflecting $799.9 million in operating cash flows and $426.7 million of cash capital expenditures, net of disposal proceeds. From a financing perspective, during the year-to-date period ended September 30, 2026 we issued $1.5 billion face amount of convertible 1.0% bonds due November 2031, and we made $626.0 million of net payments on our 2025 Revolver, $826.0 million in payments on outstanding term loans, $91.9 million in payments on our finance lease liabilities and $113.5 million in payments on operating lease liabilities. Additionally, we had a net increase of $78.3 million in the outstanding investment in the accounts receivable securitization program.
Equipment and Capital Expenditures — Gain on sale of operating assets was $22.6 million in the third quarter of 2026, compared to $20.9 million in the same quarter of 2025. The average age of the tractor fleet within our Truckload segment was 2.8 years in the third quarter of 2026, compared to 2.7 years in the same quarter of 2025. The average age of the tractor fleet within our LTL segment was 3.9 years in the third quarter of 2026 and 3.9 years in the same quarter of 2025. We expect net cash capital expenditures for full-year 2026 will be in the range of $600 million - $625 million, which is a reduction from the previous range of $600 million - $650 million. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and exclude acquisitions.
______________
2 See GAAP to non-GAAP reconciliations in the schedules following this release.
Guidance — We expect that Adjusted EPS1 will range from $0.78 to $0.84 for the fourth quarter of 2026. In general, this guidance for the fourth quarter assumes current conditions continue with pressured capacity and stable demand and that we experience typical seasonal demand patterns in the truckload and LTL markets. Our expected Adjusted EPS1 range is based on the current truckload, LTL, and general market conditions, recent trends, and the current beliefs, assumptions, and expectations of management, as listed below. Actual results may differ from our expectations.
Truckload
•Truckload Segment revenue, excluding fuel surcharge, up low double-digit percent with Adjusted Operating Ratio improving 650 - 750 basis points year-over-year in fourth quarter.
LTL
•LTL Segment revenue, excluding fuel surcharge, up high single to low double-digit percent with Adjusted Operating Ratio improving 100 - 200 basis points year-over-year in fourth quarter.
| 6 | |||||||
Logistics
•Logistics Segment revenue flat and Adjusted Operating Ratio improving 300 - 400 basis points year-over-year in fourth quarter.
Intermodal
•Intermodal Segment revenue up 25% - 30% with Adjusted Operating Ratio improving 150 - 250 basis points year-over-year in fourth quarter.
All Other
•All Other Segments operating results, before including the $11.5 million quarterly intangible asset amortization, to be a loss of approximately $13 million to $17 million in fourth quarter, which includes approximately $6.5 million of AR securitization cost that was reported as interest expense in 2025.
Additional
•Gain on sale to be in the range of $17 million to $21 million in fourth quarter,
•Net interest expense stable sequentially in fourth quarter,
•"Other income, net" below the line expected to be roughly $1 million to $3 million in fourth quarter,
•Net cash capital expenditures for full-year 2026 expected range of $600 million - $625 million,
•Expected effective tax rate on adjusted income before taxes of approximately 24.7% to 25.7% for fourth quarter.
The factors described under "Forward-Looking Statements," among others, could cause actual results to materially vary from this guidance. Further, we cannot estimate on a forward-looking basis, the impact of certain income and expense items on our earnings per share, because these items, which could be significant, may be infrequent, are difficult to predict, and may be highly variable. As a result, we do not provide a corresponding GAAP measure for, or reconciliation to, our Adjusted EPS1 guidance.
_____________
1Our calculation of Adjusted EPS starts with GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization (which is expected to be approximately $0.34 for full-year 2026), as well as non-cash impairments and certain other unusual items, if any.
| Conference Call | ||
Knight-Swift will host a conference call to discuss the earnings release, the results of operations, and other matters following its earnings press release on Wednesday, October 21, 2026, at 5:30 p.m. EDT. An online, real-time webcast of the quarterly conference call will be available on the Company's website at investor.knight-swift.com. Please note that since the call is expected to begin promptly as scheduled, you will need to join a few minutes before that time. Slides to accompany this call will also be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the slides or listen to the webcast, please visit investor.knight-swift.com, "Knight-Swift Q3 2026 Earnings."
| 7 | |||||||
| Other Information | ||
| About Knight-Swift | ||
Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
| Investor Relations Contact Information | ||
Adam Miller, Chief Executive Officer, Andrew Hess, Chief Financial Officer, or Brad Stewart, Treasurer & SVP Investor Relations: (602) 606-6349
| Forward-Looking Statements | ||
This press release contains statements that may constitute forward-looking statements, usually identified by words such as "anticipates," "believes," "estimates," "plans,'' "projects," "expects," "hopes," "intends," "strategy," "design", ''focus," "outlook," "foresee," "will," "could," "should," "may," "feel", "goal," "opportunity," "continue," "remain," or similar expressions. Such statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of or guidance regarding earnings, earnings per share, Adjusted EPS, revenues, expenses, operating ratio, Adjusted Operating Ratio, cash flows, dividends, share repurchases, leverage ratio, capital expenditures (including the nature and funding thereof), gain on sale, tax rates, capital structure, capital allocation, liquidity, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed acquisition plans, new services, or growth strategies or opportunities; any statements regarding future economic, industry, or Company conditions, environment, or performance, including, without limitation, expectations regarding future trade policy or tariffs, supply or demand, volume, capacity, rates, costs, inflation, or seasonality; future performance or growth of any of our reportable segments, including expected revenues, costs, utilization, or rates within our Truckload segment, expected network, door count, volumes, capacity, revenue, costs, or margin within our LTL segment, expected freight portfolio, pricing, profitability, or return on capital assets within our Logistics segment, and expected pricing, costs, freight portfolio, equipment utilization, or volumes within our Intermodal segment; any statements under “Guidance”; and any statements of belief and any statement of assumptions underlying any of the foregoing.
Forward-looking statements are inherently uncertain, and are based upon the current beliefs, assumptions, and expectations of management and current market conditions, which are subject to significant risks and uncertainties as set forth in the Risk Factors section of Knight-Swift's Annual Report on Form 10-K for the year ended December 31, 2025, Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and various disclosures in our press releases, stockholder reports, and Current Reports on Form 8-K. If the risks or uncertainties ever materialize, or the beliefs, assumptions, or expectations prove incorrect, our business and results of operations may differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof, and we disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
| 8 | |||||||
| Financial Statements | ||
| Condensed Consolidated Statements of Comprehensive Income (Unaudited) | ||
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Revenue, excluding truckload and LTL fuel surcharge | $ | 1,852,830 | $ | 1,720,889 | $ | 5,255,249 | $ | 5,026,053 | |||||||||||||||
Truckload and LTL fuel surcharge | 348,096 | 206,168 | 891,612 | 587,306 | |||||||||||||||||||
| Total revenue | 2,200,926 | 1,927,057 | 6,146,861 | 5,613,359 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Salaries, wages, and benefits | 772,285 | 755,278 | 2,269,796 | 2,231,519 | |||||||||||||||||||
| Fuel | 335,519 | 221,807 | 874,218 | 632,619 | |||||||||||||||||||
| Operations and maintenance | 145,048 | 142,437 | 409,959 | 414,779 | |||||||||||||||||||
| Insurance and claims | 101,497 | 116,497 | 310,818 | 294,003 | |||||||||||||||||||
| Operating taxes and licenses | 35,461 | 33,263 | 107,590 | 102,154 | |||||||||||||||||||
| Communications | 7,325 | 7,047 | 21,012 | 21,811 | |||||||||||||||||||
| Depreciation and amortization of property and equipment | 180,190 | 179,036 | 535,160 | 533,053 | |||||||||||||||||||
| Amortization of intangibles | 18,493 | 19,246 | 56,229 | 57,738 | |||||||||||||||||||
| Rental expense | 40,667 | 41,647 | 129,595 | 127,709 | |||||||||||||||||||
| Purchased transportation | 328,154 | 284,386 | 928,929 | 827,402 | |||||||||||||||||||
| Impairments | — | 34,805 | 882 | 45,417 | |||||||||||||||||||
| Miscellaneous operating expenses | 57,582 | 41,282 | 190,533 | 135,550 | |||||||||||||||||||
| Total operating expenses | 2,022,221 | 1,876,731 | 5,834,721 | 5,423,754 | |||||||||||||||||||
| Operating income | 178,705 | 50,326 | 312,140 | 189,605 | |||||||||||||||||||
| Other (expenses) income: | |||||||||||||||||||||||
| Interest income | 1,901 | 2,690 | 5,531 | 8,760 | |||||||||||||||||||
| Interest expense | (18,174) | (40,934) | (72,154) | (122,015) | |||||||||||||||||||
| Other income (expense) , net | 97 | 3,638 | (19,003) | 27,826 | |||||||||||||||||||
| Total other (expenses) income, net | (16,176) | (34,606) | (85,626) | (85,429) | |||||||||||||||||||
| Income before income taxes | 162,529 | 15,720 | 226,514 | 104,176 | |||||||||||||||||||
| Income tax expense | 44,463 | 7,388 | 66,711 | 31,684 | |||||||||||||||||||
| Net income | 118,066 | 8,332 | 159,803 | 72,492 | |||||||||||||||||||
| Net loss (income) attributable to noncontrolling interest | 200 | (471) | 335 | 251 | |||||||||||||||||||
| Net income attributable to Knight-Swift | $ | 118,266 | $ | 7,861 | $ | 160,138 | $ | 72,743 | |||||||||||||||
| Other comprehensive (loss) income | (130) | (96) | 443 | 258 | |||||||||||||||||||
| Comprehensive income | $ | 118,136 | $ | 7,765 | $ | 160,581 | $ | 73,001 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.73 | $ | 0.05 | $ | 0.98 | $ | 0.45 | |||||||||||||||
| Diluted | $ | 0.72 | $ | 0.05 | $ | 0.98 | $ | 0.45 | |||||||||||||||
| Dividends declared per share: | $ | 0.20 | $ | 0.18 | $ | 0.60 | $ | 0.54 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 162,758 | 162,305 | 162,587 | 162,137 | |||||||||||||||||||
| Diluted | 163,300 | 162,647 | 163,244 | 162,537 | |||||||||||||||||||
| 9 | |||||||
| Condensed Consolidated Balance Sheets (Unaudited) | ||
| September 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 254,156 | $ | 220,420 | |||||||
| Cash and cash equivalents – restricted | 63,873 | 82,381 | |||||||||
Trade receivables, net of allowance for doubtful accounts of $4,509 and $30,647, respectively | 479,791 | 305,324 | |||||||||
| Contract balance – revenue in transit | 17,138 | 9,642 | |||||||||
| Prepaid expenses | 105,259 | 113,985 | |||||||||
| Assets held for sale | 47,074 | 72,985 | |||||||||
| Income tax receivable | 43,174 | 45,895 | |||||||||
| Other current assets | 28,649 | 36,894 | |||||||||
| Total current assets | 1,039,114 | 887,526 | |||||||||
| Property and equipment, net | 4,853,124 | 4,717,725 | |||||||||
| Operating lease right-of-use assets | 271,786 | 314,571 | |||||||||
| Goodwill | 3,934,741 | 3,934,741 | |||||||||
| Intangible assets, net | 1,879,267 | 1,935,699 | |||||||||
| Other long-term assets | 163,537 | 165,174 | |||||||||
| Total assets | $ | 12,141,569 | $ | 11,955,436 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 318,331 | $ | 200,835 | |||||||
| Accrued payroll and purchased transportation | 231,383 | 194,910 | |||||||||
| Accrued liabilities | 71,722 | 66,638 | |||||||||
| Claims accruals – current portion | 257,129 | 246,882 | |||||||||
Finance lease liabilities and long-term debt – current portion | 167,645 | 194,406 | |||||||||
| Operating lease liabilities – current portion | 96,550 | 127,538 | |||||||||
| Total current liabilities | 1,142,760 | 1,031,209 | |||||||||
| Revolving line of credit | — | 626,000 | |||||||||
Long-term debt – less current portion | 180,177 | 1,027,793 | |||||||||
| Convertible senior notes | 1,467,377 | — | |||||||||
| Finance lease liabilities – less current portion | 507,721 | 502,042 | |||||||||
| Operating lease liabilities – less current portion | 187,089 | 207,788 | |||||||||
| Claims accruals – less current portion | 404,916 | 359,546 | |||||||||
| Deferred tax liabilities | 931,303 | 904,075 | |||||||||
| Other long-term liabilities | 237,589 | 205,117 | |||||||||
| Total liabilities | 5,058,932 | 4,863,570 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | 1,628 | 1,623 | |||||||||
| Additional paid-in capital | 4,421,607 | 4,480,725 | |||||||||
| Accumulated other comprehensive loss | (273) | (716) | |||||||||
| Retained earnings | 2,650,102 | 2,600,822 | |||||||||
| Total Knight-Swift stockholders' equity | 7,073,064 | 7,082,454 | |||||||||
| Noncontrolling interest | 9,573 | 9,412 | |||||||||
| Total stockholders’ equity | 7,082,637 | 7,091,866 | |||||||||
| Total liabilities and stockholders’ equity | $ | 12,141,569 | $ | 11,955,436 | |||||||
| 10 | |||||||
| Segment Operating Statistics (Unaudited) | ||
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Truckload | |||||||||||||||||||||||||||||||||||
Average revenue per tractor | $ | 56,419 | $ | 50,864 | 10.9 | % | $ | 159,307 | $ | 149,014 | 6.9 | % | |||||||||||||||||||||||
| Non-paid empty miles percentage | 12.1 | % | 13.8 | % | (170 | bps) | 12.6 | % | 14.0 | % | (140) | bps | |||||||||||||||||||||||
| Average length of haul (miles) | 378 | 368 | 2.7 | % | 376 | 370 | 1.6 | % | |||||||||||||||||||||||||||
| Miles per tractor | 21,143 | 21,337 | (0.9 | %) | 62,460 | 62,697 | (0.4 | %) | |||||||||||||||||||||||||||
| Average tractors | 20,470 | 21,319 | (4.0 | %) | 20,734 | 21,513 | (3.6 | %) | |||||||||||||||||||||||||||
Average trailers 1 | 81,003 | 84,044 | (3.6 | %) | 81,751 | 85,140 | (4.0 | %) | |||||||||||||||||||||||||||
LTL 2 | |||||||||||||||||||||||||||||||||||
| Shipments per day | 24,681 | 25,028 | (1.4 | %) | 23,935 | 24,437 | (2.1 | %) | |||||||||||||||||||||||||||
| Weight per shipment (pounds) | 1,053 | 1,005 | 4.8 | % | 1,049 | 990 | 6.0 | % | |||||||||||||||||||||||||||
| Average length of haul (miles) | 715 | 673 | 6.2 | % | 703 | 660 | 6.5 | % | |||||||||||||||||||||||||||
| Revenue per shipment | $ | 246.55 | $ | 215.07 | 14.6 | % | $ | 238.49 | $ | 212.84 | 12.1 | % | |||||||||||||||||||||||
| Revenue xFSC per shipment | $ | 192.70 | $ | 185.27 | 4.0 | % | $ | 191.54 | $ | 184.30 | 3.9 | % | |||||||||||||||||||||||
| Revenue per hundredweight | $ | 23.42 | $ | 21.39 | 9.5 | % | $ | 22.73 | $ | 21.50 | 5.7 | % | |||||||||||||||||||||||
| Revenue xFSC per hundredweight | $ | 18.30 | $ | 18.43 | (0.7 | %) | $ | 18.26 | $ | 18.61 | (1.9 | %) | |||||||||||||||||||||||
Average tractors 3 | 4,344 | 4,221 | 2.9 | % | 4,297 | 4,146 | 3.6 | % | |||||||||||||||||||||||||||
Average trailers 4 | 11,627 | 11,016 | 5.5 | % | 11,454 | 10,985 | 4.3 | % | |||||||||||||||||||||||||||
| Logistics | |||||||||||||||||||||||||||||||||||
Revenue per load - Brokerage only | $ | 2,885 | $ | 1,967 | 46.7 | % | $ | 2,532 | $ | 1,980 | 27.9 | % | |||||||||||||||||||||||
| Gross margin - Brokerage only | 18.9 | % | 17.8 | % | 110 | bps | 17.0 | % | 18.2 | % | (120) | bps | |||||||||||||||||||||||
| Intermodal | |||||||||||||||||||||||||||||||||||
Average revenue per load | $ | 3,065 | $ | 2,660 | 15.2 | % | $ | 2,874 | $ | 2,607 | 10.2 | % | |||||||||||||||||||||||
| Load count | 40,090 | 35,375 | 13.3 | % | 114,788 | 103,268 | 11.2 | % | |||||||||||||||||||||||||||
| Average tractors | 633 | 573 | 10.5 | % | 616 | 599 | 2.8 | % | |||||||||||||||||||||||||||
| Average containers | 12,480 | 12,535 | (0.4 | %) | 12,496 | 12,541 | (0.4 | %) | |||||||||||||||||||||||||||
1Third quarter 2026 and 2025 includes 7,285 and 9,486 trailers, respectively, related to leasing activities recorded within our All Other Segments. The year-to-date period ending September 30, 2026 and 2025 includes 8,092 and 9,457 trailers, respectively, related to leasing activities recorded within our All Other Segments. Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.
2Operating statistics within the LTL segment exclude dedicated and other businesses.
3Our LTL tractor fleet includes 637 and 677 tractors from ACT's dedicated and other businesses for the third quarter of 2026 and 2025, respectively. Our LTL tractor fleet includes 644 and 668 tractors from ACT's dedicated and other businesses for the year-to-date period ending September 30, 2026 and 2025, respectively.
4Our LTL trailer fleet includes 1,409 and 1,236 trailers from ACT's dedicated and other businesses for the third quarter of 2026 and 2025, respectively. Our LTL trailer fleet includes 1,358 and 1,097 trailers from ACT's dedicated and other businesses for the year-to-date period ending September 30, 2026 and 2025, respectively.
| 11 | |||||||
| Non-GAAP Financial Measures and Reconciliations | ||
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "Adjusted Operating Expenses," "Adjusted EPS," "Adjusted Operating Ratio," and "Free Cash Flow," as we define them, are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the board of directors focus on Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. Management and the board of directors use Free Cash Flow as a key measure of our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.
Adjusted Net Income Attributable to Knight-Swift, Adjusted Operating Income, Adjusted Operating Expenses, Adjusted EPS, Adjusted Operating Ratio, and Free Cash Flow, are not substitutes for their comparable GAAP financial measures, such as net income, cash flows from operating activities, operating margin, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.
| 12 | |||||||
Non-GAAP Reconciliation (Unaudited): | ||
Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 | ||
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Total revenue | $ | 2,200,926 | $ | 1,927,057 | $ | 6,146,861 | $ | 5,613,359 | |||||||||||||||
| Total operating expenses | (2,022,221) | (1,876,731) | (5,834,721) | (5,423,754) | |||||||||||||||||||
| Operating income | $ | 178,705 | $ | 50,326 | $ | 312,140 | $ | 189,605 | |||||||||||||||
| Operating ratio | 91.9 | % | 97.4 | % | 94.9 | % | 96.6 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Total revenue | $ | 2,200,926 | $ | 1,927,057 | $ | 6,146,861 | $ | 5,613,359 | |||||||||||||||
| Truckload and LTL fuel surcharge | (348,096) | (206,168) | (891,612) | (587,306) | |||||||||||||||||||
| Revenue, excluding truckload and LTL fuel surcharge | 1,852,830 | 1,720,889 | 5,255,249 | 5,026,053 | |||||||||||||||||||
| Total operating expenses | 2,022,221 | 1,876,731 | 5,834,721 | 5,423,754 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Truckload and LTL fuel surcharge | (348,096) | (206,168) | (891,612) | (587,306) | |||||||||||||||||||
Amortization of intangibles 2 | (18,643) | (19,550) | (56,664) | (58,799) | |||||||||||||||||||
Impairments 3 | — | (34,805) | (882) | (45,417) | |||||||||||||||||||
Legal accruals and loss contingencies 4 | (1,200) | (509) | (2,499) | (770) | |||||||||||||||||||
Pre-acquisition U.S. Xpress tax assessment increase 5 | — | — | (8,228) | — | |||||||||||||||||||
Severance 6 | — | (761) | (18,715) | (1,702) | |||||||||||||||||||
Restructuring expense 7 | — | — | (200) | — | |||||||||||||||||||
| Adjusted Operating Expenses | 1,654,282 | 1,614,938 | 4,855,921 | 4,729,760 | |||||||||||||||||||
| Adjusted Operating Income | $ | 198,548 | $ | 105,951 | $ | 399,328 | $ | 296,293 | |||||||||||||||
| Adjusted Operating Ratio | 89.3 | % | 93.8 | % | 92.4 | % | 94.1 | % | |||||||||||||||
1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income.
3 "Impairments" reflects the non-cash impairment:
•First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment).
•Third quarter 2025 impairments reflect the non-cash impairments of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), as well as certain discontinued software projects (within the Intermodal Segment), and certain real property leases (within the Truckload Segment). Second quarter 2025 impairments reflect non-cash impairments related to certain real property owned and leased (within the Truckload Segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).
4 "Legal accruals" are included in "Insurance and claims" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•Third quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements. During the second quarter of 2026, the Company recorded estimated legal expense for various legal matters and reduced the estimated amount reserved for a loss contingency related to our third-party carrier insurance business (within the All Other Segments). First quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements.
•First and third quarter 2025 legal expense reflects the increased estimated exposure for accrued legal matters based on recent settlement agreements.
5 During the second quarter of 2026, the Company increased its estimate related to a pre-acquisition U.S. Xpress tax assessment (within the Truckload Segment) which is included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
6 "Severance expense" is included within "Salaries, wages, and benefits" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
| 13 | |||||||
7 "Restructuring expense" reflects costs incurred with the wind-down of Abilene Motor Express and is included within "Operations and maintenance" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
Non-GAAP Reconciliation (Unaudited): | ||
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 | ||
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in thousands, except per share data) | |||||||||||||||||||||||
| GAAP: Net income attributable to Knight-Swift | $ | 118,266 | $ | 7,861 | $ | 160,138 | $ | 72,743 | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Income tax expense attributable to Knight-Swift | 44,463 | 7,388 | 66,711 | 31,684 | |||||||||||||||||||
| Income before income taxes attributable to Knight-Swift | 162,729 | 15,249 | 226,849 | 104,427 | |||||||||||||||||||
Amortization of intangibles 2 | 18,643 | 19,550 | 56,664 | 58,799 | |||||||||||||||||||
Impairments 3 | — | 34,805 | 882 | 45,417 | |||||||||||||||||||
Legal accruals and loss contingencies 4 | 1,200 | 509 | 2,499 | 770 | |||||||||||||||||||
Pre-acquisition U.S. Xpress tax assessment increase 5 | — | — | 8,228 | — | |||||||||||||||||||
Severance expense 6 | — | 761 | 18,715 | 1,702 | |||||||||||||||||||
Restructuring expense 7 | — | — | 200 | — | |||||||||||||||||||
Write-off of deferred debt issuance costs 8 | — | 2,020 | 1,514 | 2,020 | |||||||||||||||||||
USX purchase price obligation mark-to-market adjustment 9 | — | — | 22,810 | — | |||||||||||||||||||
| Adjusted income before income taxes | 182,572 | 72,894 | 338,361 | 213,135 | |||||||||||||||||||
Provision for income tax expense at effective rate 10 | (46,707) | (21,613) | (85,482) | (59,303) | |||||||||||||||||||
| Non-GAAP: Adjusted Net Income Attributable to Knight-Swift | $ | 135,865 | $ | 51,281 | $ | 252,879 | $ | 153,832 | |||||||||||||||
Note: Because the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP: Earnings per diluted share | $ | 0.72 | $ | 0.05 | $ | 0.98 | $ | 0.45 | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Income tax expense attributable to Knight-Swift | 0.27 | 0.05 | 0.41 | 0.19 | |||||||||||||||||||
| Income before income taxes attributable to Knight-Swift | 1.00 | 0.09 | 1.39 | 0.64 | |||||||||||||||||||
Amortization of intangibles 2 | 0.11 | 0.12 | 0.35 | 0.36 | |||||||||||||||||||
Impairments 3 | — | 0.21 | 0.01 | 0.28 | |||||||||||||||||||
Legal accruals and loss contingencies 4 | 0.01 | — | 0.02 | — | |||||||||||||||||||
Pre-acquisition U.S. Xpress tax assessment increase 5 | — | — | 0.05 | — | |||||||||||||||||||
Severance expense 6 | — | — | 0.11 | 0.01 | |||||||||||||||||||
Restructuring expense 7 | — | — | — | — | |||||||||||||||||||
Write-off of deferred debt issuance costs 8 | — | 0.01 | 0.01 | 0.01 | |||||||||||||||||||
USX purchase price obligation mark-to-market adjustment 9 | — | — | 0.14 | — | |||||||||||||||||||
| Adjusted income before income taxes | 1.12 | 0.45 | 2.07 | 1.31 | |||||||||||||||||||
Provision for income tax expense at effective rate 10 | (0.29) | (0.13) | (0.52) | (0.36) | |||||||||||||||||||
| Non-GAAP: Adjusted EPS | $ | 0.83 | $ | 0.32 | $ | 1.55 | $ | 0.95 | |||||||||||||||
1Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net (loss) income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.
2Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
| 14 | |||||||
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7.
8"Write-off of deferred debt issuance costs" reflects the following:
•During the second quarter 2026 the Company made a full repayment of the Term A-2 loan and the partial paydown of the Term A-1 loan associated with the Senior Convertible Notes transaction.
•During third quarter 2025 the Company replaced the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement.
9Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress.
10For the third quarter of 2026, an adjusted effective tax rate of 25.6% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2026, an adjusted effective tax rate of 25.3% was applied in our Adjusted EPS calculation. For the third quarter of 2025, an adjusted effective tax rate of 29.6% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2025, an adjusted effective tax rate of 27.8% was applied in our Adjusted EPS calculation.
| 15 | |||||||
Non-GAAP Reconciliation (Unaudited): | ||
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 | ||
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||
| Truckload Segment | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Total revenue | $ | 1,410,251 | $ | 1,236,634 | $ | 3,959,760 | $ | 3,643,220 | |||||||||||||||
| Total operating expenses | (1,287,169) | (1,200,733) | (3,710,475) | (3,517,299) | |||||||||||||||||||
| Operating income | $ | 123,082 | $ | 35,901 | $ | 249,285 | $ | 125,921 | |||||||||||||||
| Operating ratio | 91.3 | % | 97.1 | % | 93.7 | % | 96.5 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Total revenue | $ | 1,410,251 | $ | 1,236,634 | $ | 3,959,760 | $ | 3,643,220 | |||||||||||||||
| Fuel surcharge | (255,282) | (152,156) | (656,428) | (437,023) | |||||||||||||||||||
| Intersegment transactions | (83) | (115) | (270) | (451) | |||||||||||||||||||
| Revenue, excluding fuel surcharge and intersegment transactions | 1,154,886 | 1,084,363 | 3,303,062 | 3,205,746 | |||||||||||||||||||
| Total operating expenses | 1,287,169 | 1,200,733 | 3,710,475 | 3,517,299 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Fuel surcharge | (255,282) | (152,156) | (656,428) | (437,023) | |||||||||||||||||||
| Intersegment transactions | (83) | (115) | (270) | (451) | |||||||||||||||||||
Amortization of intangibles 2 | (1,552) | (1,775) | (4,654) | (5,325) | |||||||||||||||||||
Impairments 3 | — | (3,551) | (50) | (14,163) | |||||||||||||||||||
Legal accruals 4 | — | — | — | (82) | |||||||||||||||||||
Pre-acquisition U.S. Xpress tax assessment increase 5 | — | — | (8,228) | — | |||||||||||||||||||
Severance 6 | — | — | — | (625) | |||||||||||||||||||
Restructuring expense 7 | — | — | (200) | — | |||||||||||||||||||
| Adjusted Operating Expenses | 1,030,252 | 1,043,136 | 3,040,645 | 3,059,630 | |||||||||||||||||||
| Adjusted Operating Income | $ | 124,634 | $ | 41,227 | $ | 262,417 | $ | 146,116 | |||||||||||||||
| Adjusted Operating Ratio | 89.2 | % | 96.2 | % | 92.1 | % | 95.4 | % | |||||||||||||||
1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7.
| 16 | |||||||
Non-GAAP Reconciliation (Unaudited): | ||
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued) | ||
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||
LTL Segment | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Total revenue | $ | 434,517 | $ | 394,501 | $ | 1,223,029 | $ | 1,133,756 | |||||||||||||||
| Total operating expenses | (409,576) | (396,194) | (1,179,994) | (1,104,422) | |||||||||||||||||||
| Operating income (loss) | $ | 24,941 | $ | (1,693) | $ | 43,035 | $ | 29,334 | |||||||||||||||
| Operating ratio | 94.3 | % | 100.4 | % | 96.5 | % | 97.4 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Total revenue | $ | 434,517 | $ | 394,501 | $ | 1,223,029 | $ | 1,133,756 | |||||||||||||||
| Fuel surcharge | (92,814) | (54,012) | (235,184) | (150,283) | |||||||||||||||||||
| Revenue, excluding fuel surcharge | 341,703 | 340,489 | 987,845 | 983,473 | |||||||||||||||||||
| Total operating expenses | 409,576 | 396,194 | 1,179,994 | 1,104,422 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Fuel surcharge | (92,814) | (54,012) | (235,184) | (150,283) | |||||||||||||||||||
Amortization of intangibles 2 | (4,432) | (4,949) | (14,008) | (14,996) | |||||||||||||||||||
Impairments 3 | — | (28,800) | — | (28,800) | |||||||||||||||||||
| Adjusted Operating Expenses | 312,330 | 308,433 | 930,802 | 910,343 | |||||||||||||||||||
| Adjusted Operating Income | $ | 29,373 | $ | 32,056 | $ | 57,043 | $ | 73,130 | |||||||||||||||
| Adjusted Operating Ratio | 91.4 | % | 90.6 | % | 94.2 | % | 92.6 | % | |||||||||||||||
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
| 17 | |||||||
Non-GAAP Reconciliation (Unaudited): | ||
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued) | ||
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||
| Logistics Segment | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Revenue | $ | 138,974 | $ | 140,404 | $ | 406,278 | $ | 410,323 | |||||||||||||||
| Total operating expenses | (130,553) | (133,567) | (390,407) | (392,796) | |||||||||||||||||||
| Operating income | $ | 8,421 | $ | 6,837 | $ | 15,871 | $ | 17,527 | |||||||||||||||
| Operating ratio | 93.9 | % | 95.1 | % | 96.1 | % | 95.7 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Revenue | $ | 138,974 | $ | 140,404 | $ | 406,278 | $ | 410,323 | |||||||||||||||
| Total operating expenses | 130,553 | 133,567 | 390,407 | 392,796 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
Amortization of intangibles 2 | (1,150) | (1,164) | (3,473) | (3,492) | |||||||||||||||||||
| Adjusted Operating Expenses | 129,403 | 132,403 | 386,934 | 389,304 | |||||||||||||||||||
| Adjusted Operating Income | $ | 9,571 | $ | 8,001 | $ | 19,344 | $ | 21,019 | |||||||||||||||
| Adjusted Operating Ratio | 93.1 | % | 94.3 | % | 95.2 | % | 94.9 | % | |||||||||||||||
| Quarter Ended September 30, | Year-to-Date September 30, | ||||||||||||||||||||||
| Intermodal Segment | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| GAAP Presentation | (Dollars in thousands) | ||||||||||||||||||||||
| Revenue | $ | 122,876 | $ | 94,083 | $ | 329,853 | $ | 269,251 | |||||||||||||||
| Total operating expenses | (120,119) | (96,381) | (327,867) | (276,790) | |||||||||||||||||||
| Operating income (loss) | $ | 2,757 | $ | (2,298) | $ | 1,986 | $ | (7,539) | |||||||||||||||
| Operating ratio | 97.8 | % | 102.4 | % | 99.4 | % | 102.8 | % | |||||||||||||||
| Non-GAAP Presentation | |||||||||||||||||||||||
| Revenue | $ | 122,876 | $ | 94,083 | $ | 329,853 | $ | 269,251 | |||||||||||||||
| Total operating expenses | 120,119 | 96,381 | 327,867 | 276,790 | |||||||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
Impairments 3 | — | (2,454) | — | (2,454) | |||||||||||||||||||
| Adjusted Operating Expenses | 120,119 | 93,927 | 327,867 | 274,336 | |||||||||||||||||||
| Adjusted Operating Income (Loss) | $ | 2,757 | $ | 156 | $ | 1,986 | $ | (5,085) | |||||||||||||||
| Adjusted Operating Ratio | 97.8 | % | 99.8 | % | 99.4 | % | 101.9 | % | |||||||||||||||
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions.
3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
| 18 | |||||||
Non-GAAP Reconciliation (Unaudited): | ||
Free Cash Flow 1 | ||
| Year-to-Date September 30, 2026 | |||||
| GAAP: Cash flows from operations | $ | 799,881 | |||
| Adjusted for: | |||||
| Proceeds from sale of property and equipment, including assets held for sale | 190,071 | ||||
| Purchases of property and equipment | (616,747) | ||||
| Non-GAAP: Free cash flow | $ | 373,205 | |||
1Pursuant to the requirements of Regulation G, this table reconciles GAAP cash flows from operations to non-GAAP Free Cash Flow.
| 19 | |||||||
Third Quarter 2026 Earnings October 21, 2026 Exhibit 99.2
2 This presentation, including documents incorporated herein by reference, will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Please review our disclosures in filings with the United States Securities and Exchange Commission. Non-GAAP Financial Data This presentation includes the use of adjusted operating income, operating ratio, adjusted operating ratio, adjusted earnings per share, adjusted income before taxes and adjusted operating expenses, which are financial measures that are not in accordance with United States generally accepted accounting principles (“GAAP”). Each such measure is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors and lenders. While management believes such measures are useful for investors, they should not be used as a replacement for financial measures that are in accordance with GAAP. In addition, our use of these non-GAAP measures should not be interpreted as indicating that these or similar items could not occur in future periods. In addition, adjusted operating ratio excludes truckload and LTL segment fuel surcharges from revenue and nets these surcharges against fuel expense. Disclosure
3 Q3 2026 Comparative Results Total Revenue 14.2% Revenue xFSC 7.7% Operating Income 255.1% Adj. Operating Inc. 1 87.4% Net Income Adj. Net Income 1 164.9% Earnings Per Share Adj. EPS 1 159.4% Pricing gains and cost control drove substantial earnings growth 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation (Adjusted Net Income / EPS uses normalized tax rate) 1,404.5% 1,340.0%
4 $1,154.9M $124.6M 89.2% ~14,500 irregular route and ~5,900 dedicated tractors $341.7M $29.4M 91.4% 179 service centers ~6,900 door count $139.0M $9.6M 93.1% Gross margin 18.9% $122.9M $2.8M 97.8% 633 tractors 12,480 containers 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation 2 Excludes Trucking and LTL fuel Surcharge and intersegment transactions Q3 2026 Revenue Diversification Q3 2026 Segment Overview OTR 45% / Dedicated 16% LTL 18% Truckload 61% Revenue xFSC2 Adjusted Op Income1 Adjusted OR1 Truckload Less-than- Truckload Logistics Intermodal KNX 1.9B2
5 (Dollars in millions) Total revenue $1,410.3 $1,236.6 14.0 % Revenue xFSC $1,154.9 $1,084.4 6.5 % Operating income $123.1 $35.9 242.8 % Adjusted Operating Income 1 $124.6 $41.2 202.3 % Operating ratio 91.3% 97.1% (580 bps) Adjusted Operating Ratio 1 89.2% 96.2% (700 bps) Truckload Financial Metrics Average revenue per tractor $56,419 $50,864 10.9 % Average tractors 20,470 21,319 (4.0 %) Average trailers 2 81,003 84,044 (3.6 %) Miles per tractor 21,143 21,337 (0.9 %) Operating Performance - Truckload Pricing and network efficiency drove significant margin improvement Q3 2026 Q3 2025 Change Truckload Operating Statistics Q3 2026 Q3 2025 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. 2 Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability. • Revenue, excluding fuel surcharge, increased 6.5%, driven by a 9.7% improvement in revenue per loaded mile, including over-the-road rates up mid-teens year-over-year • Adjusted Operating Ratio improved 700 basis points year- over year to 89.2% • Achieved a 170 basis point year-over-year reduction in empty miles percentage • Loaded miles per tractor has improved year-over-year for 8 quarters in a row. • US Xpress continues to improve profitability, with its over- the-road division reaching a mid-90s Adjusted Operating Ratio and total trucking operating in the low 90s
6 Truckload Cost Performance Rate is outpacing current cost inflation, driving 68% flow-through to margin restoration in Q3 Q1 2026 Q2 2026 Q3 2026 Revenue per total mile¹ excl. fuel surcharge Cost per mile² adjusted, net of fuel surcharge n/m 50% 68% Cost per mile growth held at 3.3% to 3.8% while revenue per total mile accelerated to +12.2% YTD +3.5%: ~1.3 pts from fewer miles, ~2.2 pts from cost inflation4 Managing Cost Through the Cycle KNX TL Cost per mile: annual growth Held flat from 2023 to 2025 as rates fell Dedicated steady; OTR investable again Dedicated rate has largely kept pace with modest cost growth, keeping margins stable; in OTR, we took out cost through the downturn and are reinvesting as rates recover Driver pay and fuel are the main sources of inflation Pay managed tactically: up mid-single digits; recruiting cost a modest impact; fuel reflects diesel's spike and surcharge timing, largely transitory Offsetting with cost discipline and efficiency Fixed costs held flat via fewer non-driver roles, real estate rationalization, AI automation, and lower vendor costs, offsetting higher equipment depreciation 1 Revenue, excluding fuel surcharge and intersegment transactions, per total mile. 2 Adjusted Operating Expenses (non-GAAP), net of fuel surcharge, per total mile; see GAAP to non-GAAP reconciliation in the schedules following this presentation. 3 Flow- through = 1 − (cost per mile % change ÷ revenue per mile % change); n/m = not meaningful. 4 Nine months ended September 30, 2026 vs. 2025; fewer-miles impact = prior-year fixed costs spread over current-year miles. 5 Compound annual growth rate, fiscal 2019 to fiscal 2025; includes U.S. Xpress from July 2023. 1 2 3 Rate flow-through to margin³ +2.5% +7.2% +12.2% +3.4% +3.3% +3.8% KNX TL Rate vs. Cost per Mile: Year-over-Year Change +4.5% +3.5%
7 LTL shipments per day 24,681 25,028 (1.4 %) LTL weight per shipment 1,053 1,005 4.8 % LTL revenue xFSC per hundredweight $18.30 $18.43 (0.7 %) LTL revenue xFSC per shipment $192.70 $185.27 4.0 % Operating Performance - Less-Than-Truckload Improved freight mix and sequential volume growth supported LTL performance (Dollars in millions) Total revenue $434.5 $394.5 10.1 % Revenue xFSC $341.7 $340.5 0.4 % Operating income (loss) $24.9 $(1.7) N/A Adjusted Operating Income 1 $29.4 $32.1 (8.4 %) Operating ratio 94.3% 100.4% (610 bps) Adjusted Operating Ratio 1 91.4% 90.6% 80 bps LTL Financial Metrics LTL Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. • Adjusted Operating Ratio increased 80 basis points to 91.4%, primarily reflecting a $4.6 million year-over-year decrease in gains on sale • Shipment count increased 2.9% sequentially from the second quarter, outperforming typical seasonal trends • Improved freight mix drove 3.3% growth in daily tonnage, reflecting a 4.8% increase in weight per shipment and a 6.2% increase in length of haul • Contract renewal rates continued to increase in the mid-single- digit percentage range Q3 2026 Q3 2025 Change Q3 2026 Q3 2025 Change
8 • Revenue was relatively flat year-over-year as the 46.7% increase in revenue per load was offset by a 32.6% decline in load count as we maintained a disciplined approach to profitability and carrier selection. • Adjusted operating income increased nearly 20% year-over- year and Adjusted Operating Ratio improved 120 basis points to 93.1%. • Gross margin increased 110 basis points year-over-year and 350 basis points sequentially to 18.9%. • The logistics business is positioned to benefit from meaningful fleet overflow opportunities and is participating in seasonal projects complementing the service offering to our asset customers Operating Performance - Logistics Pricing discipline and gross margin recovery improved profitability (Dollars in millions) Revenue ex intersegment $139.0 $140.4 (1.0 %) Operating income $8.4 $6.8 23.2 % Adjusted Operating Income 1 $9.6 $8.0 19.6 % Operating ratio 93.9% 95.1% (120 bps) Adjusted Operating Ratio 1 93.1% 94.3% (120 bps) Logistics Financial Metrics Revenue per load $2,885 $1,967 46.7 % Gross margin 18.9% 17.8% 110 bps Logistics Operating Statistics 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Q3 2026 Q3 2025 Change Q3 2026 Q3 2025 Change
9 • Revenue increased 30.6% year-over-year, supported by both positive volume and rate momentum. • New business captured and customer volume growth drove a 13.3% increase in load count year-over-year • Revenue per load increased 15.2% while revenue per load excluding fuel surcharge increased 5.5% year-over-year • Network efficiency and cost discipline allowing margin expansion as the adjusted operating ratio improved 200 basis points year-over year to 97.8% Operating Performance - Intermodal Volume and core pricing growth drove continued margin progress (Dollars in millions) Revenue $122.9 $94.1 30.6 % Operating income (loss) $2.8 $(2.3) N/A Adjusted Operating Income 1 $2.8 $0.2 1,667.3 % Operating ratio 97.8% 102.4% (460 bps) Adjusted Operating Ratio 1 97.8% 99.8% (200 bps) Intermodal Financial Metrics Average revenue per load $3,065 $2,660 15.2 % Load count 40,090 35,375 13.3 % Average tractors 633 573 10.5 % Average containers 12,480 12,535 (0.4 %) Intermodal Operating Statistics Q3 2026 Q3 2025 Change Q3 2026 Q3 2025 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation.
10 • Revenue increased 41.8% year over year, driven primarily by growth in warehousing services and services provided to independent contractors • Operating income increased 68.4% year over year, reflecting revenue growth and a more favorable comparison between $6.3M of accounts receivable securitization costs in the current quarter and the $11.2M loss contingency in the prior-year quarter • All Other Segments includes $11.5M in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions Operating Performance - All Other Segments Warehousing and independent contractor services drove strong growth (Dollars in millions) Revenue $126.0 $88.9 41.8 % Operating income $19.5 $11.6 68.4 % All Other Financial Metrics Q3 2026 Q3 2025 Change
11 EPS Guidance Expect Adjusted EPS to be in the range of $0.78 - $0.84 in Q4 2026 Truckload Up low double digit % year-over-year excluding fuel surcharge Segment Guidance Assumptions Less-than- Truckload Logistics Intermodal Up high single to low double digit % year-over-year excluding fuel surcharge Revenue Adjusted Operating Ratio Improving 650 - 750 basis points year-over-year Improving 100 - 200 basis points year-over-year Flat year-over-year Improving 300 - 400 basis points year-over-year Up 25% to 30% year-over-year Improving 150 - 250 basis points year-over-year All Other Segments Other Guidance Assumptions Operating loss of $13M to $17M before inclusion of $11.5M of quarterly intangible amortization - reflects warehousing seasonal pattern, footprint expansion, and approximately $6M of AR securitization cost that was reported as interest expense in 2025 Gain on Sale Net interest expense Flat sequentially Net cash capital expenditures 2026 full year $600M - $625M $17M - $21M Other Income, net $1M - $3M Expected effective tax rate Q4 adjusted income 24.7% - 25.7%
Appendix
13 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, 2026 2025 2026 2025 GAAP Presentation (Dollars in thousands) Total revenue $ 2,200,926 $ 1,927,057 $ 6,146,861 $ 5,613,359 Total operating expenses (2,022,221) (1,876,731) (5,834,721) (5,423,754) Operating income $ 178,705 $ 50,326 $ 312,140 $ 189,605 Operating ratio 91.9 % 97.4 % 94.9 % 96.6 % Non-GAAP Presentation Total revenue $ 2,200,926 $ 1,927,057 $ 6,146,861 $ 5,613,359 Truckload and LTL fuel surcharge (348,096) (206,168) (891,612) (587,306) Revenue, excluding truckload and LTL fuel surcharge 1,852,830 1,720,889 5,255,249 5,026,053 Total operating expenses 2,022,221 1,876,731 5,834,721 5,423,754 Adjusted for: Truckload and LTL fuel surcharge (348,096) (206,168) (891,612) (587,306) Amortization of intangibles 2 (18,643) (19,550) (56,664) (58,799) Impairments 3 — (34,805) (882) (45,417) Legal accruals and loss contingencies 4 (1,200) (509) (2,499) (770) Pre-acquisition U.S. Xpress tax assessment increase 5 — — (8,228) — Severance expense 6 — (761) (18,715) (1,702) Restructuring expense 7 — — (200) — Adjusted Operating Expenses 1,654,282 1,614,938 4,855,921 4,729,760 Adjusted Operating Income $ 198,548 $ 105,951 $ 399,328 $ 296,293 Adjusted Operating Ratio 89.3 % 93.8 % 92.4 % 94.1 % Non-GAAP Reconciliation
14 Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income. 3 "Impairments" reflects the non-cash impairment: • First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment). • Third quarter 2025 impairments reflect the non-cash impairments of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), as well as certain discontinued software projects (within the Intermodal Segment), and certain real property leases (within the Truckload Segment). Second quarter 2025 impairments reflect non-cash impairments related to certain real property owned and leased (within the Truckload Segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment). 4 "Legal accruals" are included in "Insurance and claims" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following: • Third quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements. During the second quarter of 2026, the Company recorded estimated legal expense for various legal matters and reduced the estimated amount reserved for a loss contingency related to our third-party carrier insurance business (within the All Other Segments). First quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements. • First and third quarter 2025 legal expense reflects the increased estimated exposure for accrued legal matters based on recent settlement agreements. 5 During the second quarter of 2026, the Company increased its estimate related to a pre-acquisition U.S. Xpress tax assessment (within the Truckload Segment) which is included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. 6 "Severance expense" is included within "Salaries, wages, and benefits" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. 7 "Restructuring expense" reflects costs incurred with the wind-down of Abilene Motor Express and is included within "Operations and maintenance" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. Non-GAAP Reconciliation
15 1 Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7. 8 "Write-off of deferred debt issuance costs" reflects the following: • During the second quarter 2026 the Company made a full repayment of the Term A-2 loan and the partial paydown of the Term A-1 loan associated with the Senior Convertible Notes transaction. • During third quarter 2025 the Company replaced the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement. 9 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress. 10 For the third quarter of 2026, an adjusted effective tax rate of 25.6% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2026, an adjusted effective tax rate of 25.3% was applied in our Adjusted EPS calculation. For the third quarter of 2025, an adjusted effective tax rate of 29.6% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2025, an adjusted effective tax rate of 27.8% was applied in our Adjusted EPS calculation. Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, 2026 2025 2026 2025 (Dollars in thousands, except per share data) GAAP: Net income attributable to Knight-Swift $ 118,266 $ 7,861 $ 160,138 $ 72,743 Adjusted for: Income tax expense attributable to Knight-Swift 44,463 7,388 66,711 31,684 Income before income taxes attributable to Knight-Swift 162,729 15,249 226,849 104,427 Amortization of intangibles 2 18,643 19,550 56,664 58,799 Impairments 3 — 34,805 882 45,417 Legal accruals and loss contingencies 4 1,200 509 2,499 770 Pre-acquisition U.S. Xpress tax assessment increase 5 — — 8,228 — Severance expense 6 — 761 18,715 1,702 Restructuring expense 7 — — 200 — Write-off of deferred debt issuance costs 8 — 2,020 1,514 2,020 USX purchase price obligation mark-to-market adjustment 9 — — 22,810 — Adjusted income before income taxes 182,572 72,894 338,361 213,135 Provision for income tax expense at effective rate 10 (46,707) (21,613) (85,482) (59,303) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 135,865 $ 51,281 $ 252,879 $ 153,832 Non-GAAP Reconciliation
16 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, 2026 2025 2026 2025 GAAP: Earnings per diluted share $ 0.72 $ 0.05 $ 0.98 $ 0.45 Adjusted for: Income tax expense attributable to Knight-Swift 0.27 0.05 0.41 0.19 Income before income taxes attributable to Knight-Swift 1.00 0.09 1.39 0.64 Amortization of intangibles 2 0.11 0.12 0.35 0.36 Impairments 3 — 0.21 0.01 0.28 Legal accruals and loss contingencies 4 0.01 — 0.02 — Pre-acquisition U.S Xpress tax assessment increase 5 — — 0.05 — Severance expense 6 — — 0.11 0.01 Restructuring expense 7 — — — — Write-off of deferred debt issuance costs 8 — 0.01 0.01 0.01 USX purchase price obligation mark-to-market adjustment 9 — — 0.14 — Adjusted income before income taxes 1.12 0.45 2.07 1.31 Provision for income tax expense at effective rate 10 (0.29) (0.13) (0.52) (0.36) Non-GAAP: Adjusted EPS $ 0.83 $ 0.32 $ 1.55 $ 0.95 Note: Because the numbers reflected in the table above are calculated on a per share basis, they may not foot due to rounding. 1 Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7. 8 Write-off of deferred debt issuance costs" reflect the following: • During the second quarter 2026 the Company made a full repayment of the Term A-2 loan and the partial paydown of the Term A-1 loan associated with the Senior Convertible Notes transaction. • During third quarter 2025 the Company replaced the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement. 9 Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress. 10 For the third quarter of 2026, an adjusted effective tax rate of 25.6% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2026, an adjusted effective tax rate of 25.3% was applied in our Adjusted EPS calculation. For the third quarter of 2025, an adjusted effective tax rate of 29.6% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2025, an adjusted effective tax rate of 27.8% was applied in our Adjusted EPS calculation. djusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 (Una di ) Non-GAAP Reconciliation
17 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, Truckload Segment 2026 2025 2026 2025 GAAP Presentation (Dollars in thousands) Total revenue $ 1,410,251 $ 1,236,634 $ 3,959,760 $ 3,643,220 Total operating expenses (1,287,169) (1,200,733) (3,710,475) (3,517,299) Operating income $ 123,082 $ 35,901 $ 249,285 $ 125,921 Operating ratio 91.3 % 97.1 % 93.7 % 96.5 % Non-GAAP Presentation Total revenue $ 1,410,251 $ 1,236,634 $ 3,959,760 $ 3,643,220 Fuel surcharge (255,282) (152,156) (656,428) (437,023) Intersegment transactions (83) (115) (270) (451) Revenue, excluding fuel surcharge and intersegment transactions 1,154,886 1,084,363 3,303,062 3,205,746 Total operating expenses 1,287,169 1,200,733 3,710,475 3,517,299 Adjusted for: Fuel surcharge (255,282) (152,156) (656,428) (437,023) Intersegment transactions (83) (115) (270) (451) Amortization of intangibles 2 (1,552) (1,775) (4,654) (5,325) Impairments 3 — (3,551) (50) (14,163) Legal accruals 4 — — — (82) Pre-acquisition U.S Xpress tax assessment increase 5 — — (8,228) — Severance 6 — — — (625) Restructuring expense 7 — — (200) — Adjusted Operating Expenses 1,030,252 1,043,136 3,040,645 3,059,630 Adjusted Operating Income $ 124,634 $ 41,227 $ 262,417 $ 146,116 Adjusted Operating Ratio 89.2 % 96.2 % 92.1 % 95.4 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. 4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4. 5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7. Non-GAAP Reconciliation
18 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, LTL Segment 2026 2025 2026 2025 GAAP Presentation (Dollars in thousands) Total revenue $ 434,517 $ 394,501 $ 1,223,029 $ 1,133,756 Total operating expenses (409,576) (396,194) (1,179,994) (1,104,422) Operating income (loss) $ 24,941 $ (1,693) $ 43,035 $ 29,334 Operating ratio 94.3 % 100.4 % 96.5 % 97.4 % Non-GAAP Presentation Total revenue $ 434,517 $ 394,501 $ 1,223,029 $ 1,133,756 Fuel surcharge (92,814) (54,012) (235,184) (150,283) Revenue, excluding fuel surcharge 341,703 340,489 987,845 983,473 Total operating expenses 409,576 396,194 1,179,994 1,104,422 Adjusted for: Fuel surcharge (92,814) (54,012) (235,184) (150,283) Amortization of intangibles 2 (4,432) (4,949) (14,008) (14,996) Impairments 3 — (28,800) — (28,800) Adjusted Operating Expenses 312,330 308,433 930,802 910,343 Adjusted Operating Income $ 29,373 $ 32,056 $ 57,043 $ 73,130 Adjusted Operating Ratio 91.4 % 90.6 % 94.2 % 92.6 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition. 3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. Non-GAAP Reconciliation
19 Quarter Ended September 30, Year-to-Date September 30, Logistics Segment 2026 2025 2026 2025 GAAP Presentation (Dollars in thousands) Revenue $ 138,974 $ 140,404 $ 406,278 $ 410,323 Total operating expenses (130,553) (133,567) (390,407) (392,796) Operating income $ 8,421 $ 6,837 $ 15,871 $ 17,527 Operating ratio 93.9 % 95.1 % 96.1 % 95.7 % Non-GAAP Presentation Revenue $ 138,974 $ 140,404 $ 406,278 $ 410,323 Total operating expenses 130,553 133,567 390,407 392,796 Adjusted for: Amortization of intangibles 2 (1,150) (1,164) (3,473) (3,492) Adjusted Operating Expenses 129,403 132,403 386,934 389,304 Adjusted Operating Income $ 9,571 $ 8,001 $ 19,344 $ 21,019 Adjusted Operating Ratio 93.1 % 94.3 % 95.2 % 94.9 % Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions. Non-GAAP Reconciliation
20 Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, Intermodal Segment 2026 2025 2026 2025 GAAP Presentation (Dollars in thousands) Revenue $ 122,876 $ 94,083 $ 329,853 $ 269,251 Total operating expenses (120,119) (96,381) (327,867) (276,790) Operating income (loss) $ 2,757 $ (2,298) $ 1,986 $ (7,539) Operating ratio 97.8 % 102.4 % 99.4 % 102.8 % Non-GAAP Presentation Revenue $ 122,876 $ 94,083 $ 329,853 $ 269,251 Total operating expenses 120,119 96,381 327,867 276,790 Adjusted for: Impairments 2 — (2,454) — (2,454) Adjusted Operating Expenses 120,119 93,927 327,867 274,336 Adjusted Operating Income (Loss) $ 2,757 $ 156 $ 1,986 $ (5,085) Adjusted Operating Ratio 97.8 % 99.8 % 99.4 % 101.9 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3. Non-GAAP Reconciliation