KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC., 10-Q filed on 5/3/2023
Quarterly Report
v3.23.1
Document and Entity Information - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2023
Apr. 26, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2023  
Document Transition Report false  
Entity File Number 001-35007  
Entity Registrant Name Knight-Swift Transportation Holdings Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-5589597  
Entity Address, Address Line One 2002 West Wahalla Lane  
Entity Address, City or Town Phoenix  
Entity Address, State or Province AZ  
Entity Address, Postal Zip Code 85027  
City Area Code 602  
Local Phone Number 269-2000  
Title of 12(b) Security Common Stock $0.01 Par Value  
Trading Symbol KNX  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   161,030
Amendment Flag false  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0001492691  
Current Fiscal Year End Date --12-31  
v3.23.1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 191,245 $ 196,770
Cash and cash equivalents – restricted [1] 204,348 185,792
Restricted investments, held-to-maturity, amortized cost 4,076 7,175
Trade receivables, net of allowance for doubtful accounts of $27,836 and $22,980, respectively 800,415 842,294
Contract balance – revenue in transit 15,097 15,859
Prepaid expenses 105,429 108,081
Assets held for sale 48,259 40,602
Income tax receivable 30,221 58,974
Other current assets 43,546 38,025
Total current assets 1,442,636 1,493,572
Gross property and equipment 5,840,683 5,740,383
Less: accumulated depreciation and amortization (1,960,593) (1,905,340)
Property and equipment, net 3,880,090 3,835,043
Operating lease right-of-use-assets 197,950 192,358
Goodwill 3,519,339 3,519,339
Intangible assets, net 1,760,561 1,776,569
Other long-term assets 142,428 134,785
Total assets 10,943,004 10,951,666
Current liabilities:    
Accounts payable 214,574 220,849
Accrued payroll and purchased transportation 154,471 171,381
Accrued liabilities 81,952 81,528
Claims accruals – current portion 342,530 311,822
Finance lease liabilities and long-term debt – current portion 72,875 71,466
Operating lease liabilities – current portion 39,409 36,961
Total current liabilities 905,811 894,007
Revolving line of credit 0 43,000
Long-term debt – less current portion 1,016,261 1,024,668
Finance lease liabilities – less current portion 335,582 344,377
Operating lease liabilities – less current portion 153,336 149,992
Accounts receivable securitization 383,601 418,561
Claims accruals – less current portion 196,045 201,838
Deferred tax liabilities 906,577 907,893
Other long-term liabilities 10,197 12,049
Total liabilities 3,907,410 3,996,385
Commitments and contingencies (Notes 3, 7, 8, and 9)
Stockholders’ equity:    
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued $ 0 $ 0
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 10,000 10,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value $0.01 per share; 500,000 shares authorized; 161,009 and 160,706 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. $ 1,610 $ 1,607
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 500,000 500,000
Common stock, shares issued (in shares) 161,009 160,706
Common stock, shares outstanding (in shares) 161,009 160,706
Accumulated other comprehensive loss $ (1,346) $ (2,436)
Additional paid-in capital 4,401,276 4,392,266
Retained earnings 2,623,373 2,553,567
Total Knight-Swift stockholders' equity 7,024,913 6,945,004
Noncontrolling interest 10,681 10,277
Total stockholders’ equity 7,035,594 6,955,281
Total liabilities and stockholders’ equity $ 10,943,004 $ 10,951,666
Common Class A [Member]    
Stockholders’ equity:    
Common stock, shares outstanding (in shares) 161,009 160,706
[1] Reflects cash and cash equivalents that are primarily restricted for claims payments.
v3.23.1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Total revenue $ 1,636,932 $ 1,826,989
Operating expenses:    
Salaries, wages, and benefits 536,742 536,056
Fuel 187,759 190,489
Operations and maintenance 99,311 95,883
Insurance and claims 138,039 98,192
Operating taxes and licenses 25,890 29,037
Communications 5,749 5,870
Depreciation and amortization of property and equipment 155,966 145,044
Amortization of intangibles 16,183 16,166
Rental expense 15,068 13,401
Purchased transportation 280,729 386,446
Impairments 0 810
Miscellaneous operating expenses 30,709 11,509
Total operating expenses 1,492,145 1,528,903
Operating income 144,787 298,086
Other (expenses) income:    
Interest income 5,049 461
Interest expense (23,091) (6,680)
Other income (expenses), net 9,703 (14,405)
Total other (expenses) income, net (8,339) (20,624)
Income before income taxes 136,448 277,462
Income tax expense 32,735 69,174
Net income 103,713 208,288
Net loss attributable to noncontrolling interest 571 49
Net income attributable to Knight-Swift 104,284 208,337
Other comprehensive income (loss) 1,090 (372)
Comprehensive income $ 105,374 $ 207,965
Earnings per share:    
Basic (in dollars per share) $ 0.65 $ 1.26
Diluted (in dollars per share) 0.64 1.25
Dividends declared per share: (in dollars per share) $ 0.14 $ 0.12
Weighted average shares outstanding:    
Basic (in shares) 160,915 165,377
Diluted (in shares) 161,900 166,499
Revenue, excluding truckload and LTL fuel surcharge    
Total revenue $ 1,450,293 $ 1,647,878
Truckload and LTL fuel surcharge    
Total revenue $ 186,639 $ 179,111
v3.23.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Cash flows from operating activities:      
Net income $ 103,713 $ 208,288  
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]      
Depreciation and amortization of property, equipment, and intangibles 172,149 161,210  
Gain on sale of property and equipment (20,879) (34,801)  
Impairments 0 810  
Deferred income taxes (1,316) 4,246  
Non-cash lease expense 10,651 9,490  
(Gain) loss on equity securities (1,364) 20,849  
Other adjustments to reconcile net income to net cash provided by operating activities 14,777 11,380  
Increase (decrease) in cash resulting from changes in:      
Trade receivables 35,614 (28,007)  
Income tax receivable 28,753 692  
Accounts payable 11,960 22,074  
Accrued liabilities and claims accrual 8,194 89,289  
Operating lease liabilities (10,489) (9,267)  
Other assets and liabilities (6,604) 607  
Net cash provided by operating activities 345,159 456,860  
Cash flows from investing activities:      
Proceeds from maturities of held-to-maturity investments 3,620 1,881  
Purchases of held-to-maturity investments (525) (4,372)  
Proceeds from sale of property and equipment, including assets held for sale 59,345 60,532  
Purchases of property and equipment (260,339) (164,974)  
Expenditures on assets held for sale (360) (43)  
Net cash, restricted cash, and equivalents invested in acquisitions (275) (1,291)  
Other cash flows from investing activities 1,229 (1,920)  
Net cash used in investing activities (197,305) (110,187)  
Cash flows from financing activities:      
Repayment of finance leases and long-term debt (22,946) (48,843)  
Repayments on revolving lines of credit, net (43,000) (95,000)  
Repayment of accounts receivable securitization (35,000) 0  
Proceeds from common stock issued 1,086 1,220  
Repurchases of the Company's common stock 0 (144,881)  
Dividends paid (22,983) (20,137)  
Other cash flows from financing activities (11,748) (15,608)  
Net cash used in financing activities (134,591) (323,249)  
Net increase in cash, restricted cash, and equivalents 13,263 23,424  
Cash, restricted cash, and equivalents at beginning of period 385,345 350,023 $ 350,023
Cash, restricted cash, and equivalents at end of period 398,608 373,447 $ 385,345
Cash paid during the period for:      
Interest 21,920 5,928  
Income taxes 1,295 1,778  
Other Significant Noncash Transactions [Line Items]      
Equipment acquired included in accounts payable 15,232 11,643  
Purchase price adjustment on acquisition 0 2,163  
Right-of-use assets obtained in exchange for operating lease liabilities 16,281 3,314  
Property and equipment obtained in exchange for finance lease liabilities 7,174 0  
Financing provided to independent contractors for equipment sold      
Other Significant Noncash Transactions [Line Items]      
Other non-cash investing and financing activities 2,349 1,536  
Transfers from property and equipment to assets held for sale [Member]      
Other Significant Noncash Transactions [Line Items]      
Other non-cash investing and financing activities $ 40,666 $ 16,986  
v3.23.1
Condensed Consolidated Statements of Cash Flows (Unaudited) Reconciliation of Cash, Restricted Cash, and Cash Equivalents - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Mar. 31, 2022
Dec. 31, 2021
Statement of Cash Flows [Abstract]        
Cash and cash equivalents $ 191,245 $ 196,770 $ 242,860 $ 261,001
Cash and cash equivalents – restricted [1] 204,348 185,792 128,774 87,241
Other long-term assets [1] $ 3,015 $ 2,783 $ 1,813 $ 1,781
[1] Reflects cash and cash equivalents that are primarily restricted for claims payments.
v3.23.1
Condensed Consolidated Statement Of Stockholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent
Total Knight-Swift Equity [Member]
Noncontrolling Interest [Member]
Common Class A [Member]
Common Class A [Member]
Common Stock
Beginning balance, shares at Dec. 31, 2021             165,980  
Beginning balance, value at Dec. 31, 2021 $ 6,543,450 $ 4,350,913 $ 2,181,142 $ (563) $ 6,533,152 $ 10,298   $ 1,660
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Common stock issued to employees (Shares)             364  
Common stock issued to employees 411 408     411     3
Common stock issued under ESPP (Shares)             14  
Common stock issued under ESPP 809 809     809     0
Company shares repurchased (Shares)             (2,723)  
Company shares repurchased (144,881)   (144,854)   (144,881)     (27)
Shares withheld – RSU settlement (15,608)   (15,608)   (15,608)      
Employee stock-based compensation expense $ 8,759 8,759     8,759      
Dividends declared per share: (in dollars per share) $ 0.12              
Cash dividends paid and dividends accrued $ (19,913)   (19,913)   (19,913)      
Net income 208,337   208,337   208,337      
Net loss attributable to noncontrolling interest (49)         49    
Net income 208,288              
Other comprehensive loss (372)     (372) (372)      
Ending balance, shares at Mar. 31, 2022             163,635  
Ending balance, value at Mar. 31, 2022 $ 6,580,943 4,360,889 2,209,104 (935) 6,570,694 10,249   1,636
Beginning balance, shares at Dec. 31, 2022 160,706           160,706  
Beginning balance, value at Dec. 31, 2022 $ 6,955,281 4,392,266 2,553,567 (2,436) 6,945,004 10,277   1,607
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Common stock issued to employees (Shares)             282  
Common stock issued to employees 46 43     46     3
Common stock issued under ESPP (Shares)             21  
Common stock issued under ESPP 1,040 1,040     1,040     0
Shares withheld – RSU settlement (11,748)   (11,748)   (11,748)      
Employee stock-based compensation expense $ 7,927 7,927     7,927      
Dividends declared per share: (in dollars per share) $ 0.14              
Cash dividends paid and dividends accrued $ (22,730)   (22,730)   (22,730)      
Net income 104,284   104,284   104,284      
Net loss attributable to noncontrolling interest (571)         571    
Net income 103,713              
Other comprehensive loss 1,090     1,090 1,090      
Investment in noncontrolling interest $ 975         975    
Ending balance, shares at Mar. 31, 2023 161,009           161,009  
Ending balance, value at Mar. 31, 2023 $ 7,035,594 $ 4,401,276 $ 2,623,373 $ (1,346) $ 7,024,913 $ 10,681   $ 1,610
v3.23.1
Condensed Consolidated Balance Sheets (Unaudited)(Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Receivables [Abstract]    
Parenthetical - allowance for doubtful accounts $ 27,836 $ 22,980
v3.23.1
Introduction and Basis of Presentation
 3 Months Ended
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Introduction and Basis of Presentation Introduction and Basis of Presentation
Certain acronyms and terms used throughout this Quarterly Report are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.
Description of Business
Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the quarter ended March 31, 2023, the Company operated an average of 18,152 tractors (comprised of 16,262 company tractors and 1,890 independent contractor tractors) and 79,490 trailers within the Truckload segment and leasing activities within the non-reportable segments. The LTL segment operated an average of 3,163 tractors and 8,387 trailers. Additionally, the Intermodal segment operated an average of 607 tractors and 12,829 intermodal containers. As of March 31, 2023, the Company's four reportable segments were Truckload, LTL, Logistics, and Intermodal.
Basis of Presentation
The condensed consolidated financial statements and footnotes included in this Quarterly Report include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries and should be read in conjunction with the consolidated financial statements and footnotes included in Knight-Swift's 2022 Annual Report. In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented.
With respect to transactional/durational data, references to years pertain to calendar years. Similarly, references to quarters pertain to calendar quarters.
Changes in Presentation
Beginning in the second quarter of 2022, the Company separately disclosed "(Gain) loss on equity securities" in the condensed consolidated statement of cash flows. Accordingly, the amounts presented in the Company's year-to-date March 31, 2022 condensed consolidated statement of cash flows were reclassified from "Other adjustments to reconcile net income to net cash provided by operating activities" to "(Gain) loss on equity securities" to align with the current year presentation.
Seasonality
In the full truckload transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather. At the same time, operating expenses generally increase, and tractor productivity of the Company's Truckload fleet, independent contractors and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. These factors typically lead to lower operating profitability, as compared to other parts of the year. Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet, as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas). However, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility is becoming more tempered. Additionally, macroeconomic trends and cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry.
v3.23.1
Recently Issued Accounting Pronouncements
 3 Months Ended
Mar. 31, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements
Date IssuedReferenceDescriptionExpected Adoption Date and MethodFinancial Statement Impact
March 2023
ASU No. 2023-01: Leases (ASC 842), Common Control Arrangements
The amendments in this ASU require that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements and that leasehold improvements associated with common control leases be accounted for as a transfer between entities under common control through an adjustment to equity if the lessee no longer controls the use of the asset.January 2024, Prospective or retrospectiveCurrently under evaluation, but not expected to be material
v3.23.1
Acquisitions
 3 Months Ended
Mar. 31, 2023
Business Combinations [Abstract]  
Acquisitions Acquisitions
U.S. Xpress
On March 21, 2023, the Company announced an agreement under which Knight-Swift will acquire U.S. Xpress for a total enterprise value of approximately $808 million, excluding transaction costs. The transaction has been unanimously approved by the Board and a special committee of the independent directors of the U.S. Xpress board of directors. Work continues to complete this process, with closing now anticipated to occur early third quarter of 2023, subject to customary closing conditions.
The Company did not complete any other material acquisitions during the quarter ended March 31, 2023.
v3.23.1
Income Taxes
 3 Months Ended
Mar. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Effective Tax Rate — The quarter ended March 31, 2023 and March 31, 2022 effective tax rates were 24.0% and 24.9%, respectively.
Valuation Allowance — The Company has not established a valuation allowance as it has been determined that, based upon available evidence, a valuation allowance is not required. Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.
Unrecognized Tax Benefits — Management believes it is reasonably possible that a decrease of up to $1.7 million in unrecognized tax benefits relating to federal deductions may be necessary within the next twelve months.
Interest and Penalties — Accrued interest and penalties related to unrecognized tax benefits were approximately $0.2 million as of March 31, 2023 and December 31, 2022.
Tax Examinations — Certain of the Company's subsidiaries are currently under examination by Federal and various state jurisdictions for tax years ranging from 2014 to 2021. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company's effective tax rate. Years subsequent to 2017 remain subject to examination.
v3.23.1
Accounts Receivable Securitization
 3 Months Ended
Mar. 31, 2023
Transfers and Servicing [Abstract]  
Accounts Receivable Securitization Accounts Receivable Securitization
On October 3, 2022, the Company entered into the 2022 RSA, which further amended the 2021 RSA. The 2022 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent. The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheets. As of March 31, 2023, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating.
The 2022 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. The Company was in compliance with these covenants as of March 31, 2023. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries.
The following table summarizes the key terms of the 2022 RSA (dollars in thousands):
2022 RSA
(Dollars in thousands)
Effective dateOctober 3, 2022
Final maturity dateOctober 1, 2025
Borrowing capacity$475,000 
Accordion option 1
$100,000 
Unused commitment fee rate 2
20 to 40 basis points
Program fees on outstanding balances 3
one month SOFR + credit adjustment spread 10 basis points + 82.5 basis points
1The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.
2The 2022 RSA commitment fees rate are based on the percentage of the maximum borrowing capacity utilized.
3As identified within the 2022 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for SOFR.
Availability under the 2022 RSA is calculated as follows:
March 31, 2023December 31, 2022
(In thousands)
Borrowing base, based on eligible receivables$396,700 $456,400 
Less: outstanding borrowings 1
(384,000)(419,000)
Availability under accounts receivable securitization facilities$12,700 $37,400 
1Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets and are offset by deferred loan costs of $0.4 million as of March 31, 2023 and December 31, 2022. Interest accrued on the aggregate principal balance at a rate of 5.6% and 5.1% as of March 31, 2023 and December 31, 2022, respectively.
Refer to Note 12 for information regarding the fair value of the 2022 RSA.
v3.23.1
Debt And Financing
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Debt and Financing Debt and Financing
Other than the Company's accounts receivable securitization as discussed in Note 5, the Company's long-term debt consisted of the following:
March 31, 2023December 31, 2022
(In thousands)
2021 Term Loan A-2, due September 3, 2024, net 1 2
199,792 199,755 
2021 Term Loan A-3, due September 3, 2026, net 1 2
798,793 798,705 
Prudential Notes, net 1
27,955 35,960 
Other2,527 3,042 
Total long-term debt, including current portion1,029,067 1,037,462 
Less: current portion of long-term debt(12,806)(12,794)
Long-term debt, less current portion$1,016,261 $1,024,668 
March 31, 2023December 31, 2022
(In thousands)
Total long-term debt, including current portion$1,029,067 $1,037,462 
2021 Revolver, due September 3, 2026 1 3
— 43,000 
Long-term debt, including revolving line of credit$1,029,067 $1,080,462 
1Refer to Note 12 for information regarding the fair value of debt.
2As of March 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.2 million in deferred loan costs, respectively. As of December 31, 2022, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.3 million in deferred loan costs, respectively.
3The Company also had outstanding letters of credit of $11.4 million and $15.8 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities at March 31, 2023 and December 31, 2022, respectively. The Company also had outstanding letters of credit of $177.9 million and $173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of March 31, 2023 and December 31, 2022, respectively.
Credit Agreements
2021 Debt Agreement — On September 3, 2021, the Company entered into the $2.3 billion 2021 Debt Agreement (an unsecured credit facility), with a group of banks, replacing the 2017 Debt Agreement and the July 2021 Term Loan. The following table presents the key terms of the 2021 Debt Agreement:
2021 Term Loan A-22021 Term Loan A-3
2021 Revolver 2
2021 Debt Agreement Terms(Dollars in thousands)
Maximum borrowing capacity$200,000$800,000$1,100,000
Final maturity dateSeptember 3, 2024September 3, 2026September 3, 2026
Interest rate margin reference rateBSBYBSBYBSBY
Interest rate minimum margin 1
0.75%0.88%0.88%
Interest rate maximum margin 1
1.38%1.50%1.50%
Minimum principal payment — amount$—$10,000$—
Minimum principal payment — frequencyOnceQuarterlyOnce
Minimum principal payment — commencement dateSeptember 3, 2024September 30, 2024September 3, 2026
1The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of March 31, 2023, interest accrued at 5.46% on the 2021 Term Loan A-2 and 5.59% on the 2021 Term Loan A-3 and 2021 Revolver.
2The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of March 31, 2023, commitment fees on the unused portion of the 2021 Revolver accrued at 0.1% and outstanding letter of credit fees accrued at 1.0%.
Pursuant to the 2021 Debt Agreement, the 2021 Revolver and the 2021 Term Loans contain certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2021 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2021 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2021 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2021 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of March 31, 2023, the Company was in compliance with the covenants under the 2021 Debt Agreement.
Borrowings under the 2021 Debt Agreement are made by Knight-Swift Transportation Holdings Inc. and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary).
ACT's Prudential Notes — The 2021 Prudential Notes allow ACT to borrow up to $125.0 million, less amounts currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The 2021 Prudential Notes have interest rates ranging from 4.05% to 4.40% and various maturity dates ranging from October 2023 through January 2028. The 2021 Prudential Notes are unsecured and contain usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2021 Debt Agreement. As of March 31, 2023, ACT had $98.6 million available for issuance under the agreement.
Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments.
v3.23.1
Defined Benefit Pension Plan
 3 Months Ended
Mar. 31, 2023
Retirement Benefits [Abstract]  
Defined Benefit Pension Plan Defined Benefit Pension Plan
Net periodic pension income and benefits paid during the quarters ended March 31, 2023 and 2022 were immaterial.
Assumptions
A weighted-average discount rate of 4.65% was used to determine benefit obligations as of March 31, 2023.
The following weighted-average assumptions were used to determine net periodic pension cost:
Quarter Ended March 31,
20232022
Discount rate4.92 %2.55 %
Expected long-term rate of return on pension plan assets6.00 %6.00 %
Refer to Note 12 for additional information regarding fair value measurements of the Company's investments.
v3.23.1
Purchase Commitments
 3 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Purchase Commitments Purchase Commitments
As of March 31, 2023, the Company had outstanding commitments to purchase revenue equipment of $912.9 million in the remainder of 2023 ($622.1 million of which were tractor commitments), and none thereafter. These purchases may be financed through any combination of finance leases, operating leases, debt, proceeds from sales of existing equipment, and cash flows from operations.
As of March 31, 2023, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $40.0 million in the remainder of 2023, $14.7 million from 2024 through 2025, $0.9 million from 2026 through 2027, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.
v3.23.1
Contingencies and Legal Proceedings
 3 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Contingencies and Legal Proceedings Contingencies and Legal Proceedings
Legal Proceedings
The Company is party to certain legal proceedings incidental to its business. The majority of these claims relate to bodily injury, property damage, cargo and workers' compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.
Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with pending legal matters that may be material to the Company. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies.
The Company has made accruals with respect to its legal matters where appropriate, which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $9.6 million, relating to the Company's outstanding legal proceedings as of March 31, 2023.
EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS
California Wage, Meal, and Rest Class Actions
The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements.
Plaintiff(s)Defendant(s)Date institutedCourt or agency currently pending in
John Burnell 1
Swift Transportation Co., Inc
March 22, 2010
United States District Court for the Central District of California
James R. Rudsell 1
Swift Transportation Co. of Arizona, LLC and Swift Transportation Company
April 5, 2012
United States District Court for the Central District of California
Recent Developments and Current Status
In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. Two objectors appealed the court’s decision granting final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2023.
1    Individually and on behalf of all others similarly situated.
v3.23.1
Share Repurchase Plans
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Share Repurchase Plans Share Repurchase Plans
On April 25, 2022, the Company announced that the Board approved the repurchase of up to $350.0 million of the Company's outstanding common stock (the "2022 Knight-Swift Share Repurchase Plan"). With the adoption of the 2022 Knight-Swift Share Repurchase Plan, the Company terminated the 2020 Knight-Swift Share Repurchase Plan, which had approximately $42.8 million of authorized purchases remaining upon termination.
The following table presents the Company's repurchases of its common stock under the respective share repurchase plans, excluding advisory fees:
Share Repurchase PlanQuarter Ended March 31, 2023
Board Approval DateAuthorized AmountSharesAmount
(shares and dollars in thousands)
April 19, 2022 1
$350,000— $— 
Quarter Ended March 31, 2022
Board Approval DateAuthorized AmountSharesAmount
(shares and dollars in thousands)
November 24, 2020$250,0002,723 $144,881 
1    $200.0 million remained available under the 2022 Knight-Swift Repurchase Plan as of March 31, 2023 and December 31, 2022.
v3.23.1
Weighted Average Shares Outstanding
 3 Months Ended
Mar. 31, 2023
Earnings Per Share [Abstract]  
Weighted Average Shares Outstanding Weighted Average Shares Outstanding
Earnings per share, basic and diluted, as presented in the condensed consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period.
The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:
Quarter Ended March 31,
 20232022
(In thousands)
Basic weighted average common shares outstanding160,915 165,377 
Dilutive effect of equity awards985 1,122 
Diluted weighted average common shares outstanding161,900 166,499 
Anti-dilutive shares excluded from earnings per diluted share 1
7 239 
1    Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented.
v3.23.1
Fair Value Measurement
 3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:
 March 31, 2023December 31, 2022
Condensed Consolidated Balance Sheets CaptionCarrying
Value		Estimated
Fair Value		Carrying
Value		Estimated
Fair Value
(In thousands)
Financial Assets:
Equity method investments
Other long-term assets$104,300 $104,300 $103,517 $103,517 
Investments in equity securities
Other long-term assets2,968 2,968 1,668 1,668 
Convertible noteOther current assets11,637 11,637 11,341 11,341 
Financial Liabilities:
2021 Term Loan A-2, due September, 2024 1
Long-term debt – less current portion199,792 200,000 199,755 200,000 
2021 Term Loan A-3, due September 2026 1
Long-term debt – less current portion798,793 800,000 798,705 800,000 
2021 Revolver, due September 2026Revolving line of credit— — 43,000 43,000 
2021 Prudential Notes 2
Finance lease liabilities and long-term debt
– current portion,
Long-term debt – less current portion		27,955 28,000 35,960 36,014 
2022 RSA, due October 2025 3
Accounts receivable securitization383,601 384,000 418,561 419,000 
Contingent considerationAccrued liabilities, Other long-term liabilities4,217 4,217 4,217 4,217 
1As of March 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.2 million in deferred loan costs, respectively. As of December 31, 2022, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.3 million in deferred loan costs, respectively.
2As of March 31, 2023, the carrying amount of the 2021 Prudential Notes was net of approximately $45,000 in deferred loan costs and included $1.6 million in fair value adjustments. As of December 31, 2022, the carrying amount of the 2021 Prudential Notes was net of $0.1 million in deferred loan costs and included $1.7 million in fair value adjustments.
3The carrying amount of the 2022 RSA was net of $0.4 million in deferred loan costs as of March 31, 2023 and December 31, 2022, respectively.
Recurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of assets measured on a recurring basis as of March 31, 2023 and December 31, 2022:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsUnrealized Gain (Loss) Position
(In thousands)
As of March 31, 2023
Convertible notes 1
$11,637 $— $— $11,637 $1,637 
Investments in equity securities 2
2,968 2,968 — — (49,618)
As of December 31, 2022
Convertible notes 1
$11,341 $— $— $11,341 $1,341 
Investments in equity securities 2
1,668 1,668 — — (50,918)
1Convertible notes — The condensed consolidated statements of comprehensive income include the fair value activities from the Company's convertible notes within "Other income (expenses), net". The estimated fair value is based on probability-weighted discounted cash flow analysis of the corresponding pay-off/redemption. The Company recognized unrealized gains of $0.3 million during the quarters ended March 31, 2023 and 2022.
2Investments in equity securities — The condensed consolidated statements of comprehensive income include the fair value activities from the Company's investments in equity securities within "Other income (expenses), net". The estimated fair value is based on quoted prices in active markets that are readily and regularly obtainable. During the quarter ended March 31, 2023, the Company recognized unrealized gains of $1.3 million from the Company's various investments in equity securities. During the quarter ended March 31, 2022, the Company recognized a loss of $20.8 million from its investments in equity securities, which consisted of $20.8 million in unrealized losses and no realized gains.
Recurring Fair Value Measurements (Liabilities) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of March 31, 2023 and December 31, 2022:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Gain (Loss)
(In thousands)
As of March 31, 2023
Contingent consideration 1
$4,217 $— $— $4,217 $— 
As of December 31, 2022
Contingent consideration 1
$4,217 $— $— $4,217 $— 
1Contingent consideration is associated with acquisitions and investments. The Company did not recognize any gains (losses) during the quarters ended March 31, 2023 and 2022 related to the revaluation of these liabilities. Refer to Note 3 for information regarding material components of these liabilities.
Nonrecurring Fair Value Measurements (Assets) — As of March 31, 2023, the Company had no major categories of assets estimated at fair value that were measured on a nonrecurring basis.
The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of December 31, 2022:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Loss
(In thousands)
As of December 31, 2022
Buildings 1
$— $— $— $— $(810)
1    Reflects the non-cash impairment of building improvements (within the non-reportable segments).
Nonrecurring Fair Value Measurements (Liabilities) — As of March 31, 2023 and December 31, 2022, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.
Gain on Sale of Revenue Equipment — Net gains on disposals, including disposals of property and equipment classified as assets held for sale, reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income, were $20.9 million and $34.8 million for the quarters ended March 31, 2023 and 2022, respectively.
Fair Value of Pension Plan Assets — The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels.
Fair Value Measurements at Reporting Date Using:
Estimated
Fair Value		Level 1 InputsLevel 2 InputsLevel 3 Inputs
(In thousands)
As of March 31, 2023
US equity funds$6,901 $6,901 $— $— 
International equity funds3,588 3,588 — — 
Fixed income funds43,564 43,564 — — 
Cash and cash equivalents898 898 — — 
Total pension plan assets$54,951 $54,951 $— $— 
As of December 31, 2022
US equity funds$10,901 $10,901 $— $— 
International equity funds4,828 4,828 — — 
Fixed income funds34,728 34,728 — — 
Cash and cash equivalents2,078 2,078 — — 
Total pension plan assets$52,535 $52,535 $— $— 
v3.23.1
Related Party Transactions
 3 Months Ended
Mar. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Quarter Ended March 31,
20232022
Provided by Knight-SwiftReceived by Knight-SwiftProvided by Knight-SwiftReceived by Knight-Swift
(In thousands)
Facility and Equipment Leases
$— $25 $— $78 
Other Services
$27 $134 $5 $9 
March 31, 2023December 31, 2022
ReceivablePayableReceivablePayable
(In thousands)
Certain affiliates 1
$23 $46 $24 $39 
1"Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Audit Committee of the Board prior to completing transactions. Transactions with these entities generally include facility and equipment leases, equipment sales, and other services.
v3.23.1
Information by Segment and Geography
 3 Months Ended
Mar. 31, 2023
Segment Reporting [Abstract]  
Information by Segment and Geography Financial Information by Segment and Geography
Segment Information
Quarter Ended March 31,
20232022
Revenue:(In thousands)
Truckload$1,012,245 $1,080,531 
LTL255,304 255,125 
Logistics138,283 282,039 
Intermodal110,572 109,222 
Subtotal$1,516,404 $1,726,917 
Non-reportable segments141,986 117,639 
Intersegment eliminations(21,458)(17,567)
Total revenue$1,636,932 $1,826,989 
 Quarter Ended March 31,
20232022
Operating income (loss):(In thousands)
Truckload$115,899 $205,117 
LTL26,582 26,377 
Logistics12,820 39,601 
Intermodal5,102 15,170 
Subtotal$160,403 $286,265 
Non-reportable segments(15,616)11,821 
Operating income$144,787 $298,086 
 Quarter Ended March 31,
20232022
Depreciation and amortization of property and equipment:(In thousands)
Truckload$116,802 $110,349 
LTL16,188 15,260 
Logistics1,043 596 
Intermodal4,432 3,864 
Subtotal$138,465 $130,069 
Non-reportable segments17,501 14,975 
Depreciation and amortization of property and equipment$155,966 $145,044 
Geographical Information
In the aggregate, total revenue from the Company's international operations was less than 5.0% of consolidated total revenue for the quarters ended March 31, 2023 and 2022. Additionally, long-lived assets on the Company's international subsidiary balance sheets were less than 5.0% of consolidated total assets as of March 31, 2023 and December 31, 2022.
v3.23.1
Introduction and Basis of Presentation (Policies)
 3 Months Ended
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented.
v3.23.1
Recently Issued Accounting Pronouncements (Tables)
 3 Months Ended
Mar. 31, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Recently Issued Accounting Pronouncements
Date IssuedReferenceDescriptionExpected Adoption Date and MethodFinancial Statement Impact
March 2023
ASU No. 2023-01: Leases (ASC 842), Common Control Arrangements
The amendments in this ASU require that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements and that leasehold improvements associated with common control leases be accounted for as a transfer between entities under common control through an adjustment to equity if the lessee no longer controls the use of the asset.January 2024, Prospective or retrospectiveCurrently under evaluation, but not expected to be material
v3.23.1
Accounts Receivable Securitization (Tables)
 3 Months Ended
Mar. 31, 2023
Transfers and Servicing [Abstract]  
Schedule of Servicing Liabilities at Fair Value [Table Text Block]
The following table summarizes the key terms of the 2022 RSA (dollars in thousands):
2022 RSA
(Dollars in thousands)
Effective dateOctober 3, 2022
Final maturity dateOctober 1, 2025
Borrowing capacity$475,000 
Accordion option 1
$100,000 
Unused commitment fee rate 2
20 to 40 basis points
Program fees on outstanding balances 3
one month SOFR + credit adjustment spread 10 basis points + 82.5 basis points
1The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.
2The 2022 RSA commitment fees rate are based on the percentage of the maximum borrowing capacity utilized.
3As identified within the 2022 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for SOFR.
Availability under the 2022 RSA is calculated as follows:
March 31, 2023December 31, 2022
(In thousands)
Borrowing base, based on eligible receivables$396,700 $456,400 
Less: outstanding borrowings 1
(384,000)(419,000)
Availability under accounts receivable securitization facilities$12,700 $37,400 
1Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets and are offset by deferred loan costs of $0.4 million as of March 31, 2023 and December 31, 2022. Interest accrued on the aggregate principal balance at a rate of 5.6% and 5.1% as of March 31, 2023 and December 31, 2022, respectively.
v3.23.1
Debt And Financing (Tables)
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Debt Balances by Instrument
Other than the Company's accounts receivable securitization as discussed in Note 5, the Company's long-term debt consisted of the following:
March 31, 2023December 31, 2022
(In thousands)
2021 Term Loan A-2, due September 3, 2024, net 1 2
199,792 199,755 
2021 Term Loan A-3, due September 3, 2026, net 1 2
798,793 798,705 
Prudential Notes, net 1
27,955 35,960 
Other2,527 3,042 
Total long-term debt, including current portion1,029,067 1,037,462 
Less: current portion of long-term debt(12,806)(12,794)
Long-term debt, less current portion$1,016,261 $1,024,668 
March 31, 2023December 31, 2022
(In thousands)
Total long-term debt, including current portion$1,029,067 $1,037,462 
2021 Revolver, due September 3, 2026 1 3
— 43,000 
Long-term debt, including revolving line of credit$1,029,067 $1,080,462 
1Refer to Note 12 for information regarding the fair value of debt.
2As of March 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.2 million in deferred loan costs, respectively. As of December 31, 2022, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.3 million in deferred loan costs, respectively.
3The Company also had outstanding letters of credit of $11.4 million and $15.8 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities at March 31, 2023 and December 31, 2022, respectively. The Company also had outstanding letters of credit of $177.9 million and $173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of March 31, 2023 and December 31, 2022, respectively.
Schedule of Long-term Debt Instruments The following table presents the key terms of the 2021 Debt Agreement:
2021 Term Loan A-22021 Term Loan A-3
2021 Revolver 2
2021 Debt Agreement Terms(Dollars in thousands)
Maximum borrowing capacity$200,000$800,000$1,100,000
Final maturity dateSeptember 3, 2024September 3, 2026September 3, 2026
Interest rate margin reference rateBSBYBSBYBSBY
Interest rate minimum margin 1
0.75%0.88%0.88%
Interest rate maximum margin 1
1.38%1.50%1.50%
Minimum principal payment — amount$—$10,000$—
Minimum principal payment — frequencyOnceQuarterlyOnce
Minimum principal payment — commencement dateSeptember 3, 2024September 30, 2024September 3, 2026
1The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of March 31, 2023, interest accrued at 5.46% on the 2021 Term Loan A-2 and 5.59% on the 2021 Term Loan A-3 and 2021 Revolver.
2The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of March 31, 2023, commitment fees on the unused portion of the 2021 Revolver accrued at 0.1% and outstanding letter of credit fees accrued at 1.0%.
v3.23.1
Defined Benefit Pension Plan (Tables)
 3 Months Ended
Mar. 31, 2023
Retirement Benefits [Abstract]  
Defined Benefit Plan, Assumptions
The following weighted-average assumptions were used to determine net periodic pension cost:
Quarter Ended March 31,
20232022
Discount rate4.92 %2.55 %
Expected long-term rate of return on pension plan assets6.00 %6.00 %
v3.23.1
Contingencies and Legal Proceedings (Tables)
 3 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Loss Contingencies by Contingency
EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS
California Wage, Meal, and Rest Class Actions
The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements.
Plaintiff(s)Defendant(s)Date institutedCourt or agency currently pending in
John Burnell 1
Swift Transportation Co., Inc
March 22, 2010
United States District Court for the Central District of California
James R. Rudsell 1
Swift Transportation Co. of Arizona, LLC and Swift Transportation Company
April 5, 2012
United States District Court for the Central District of California
Recent Developments and Current Status
In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. Two objectors appealed the court’s decision granting final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2023.
1    Individually and on behalf of all others similarly situated.
v3.23.1
Share Repurchase Plans (Tables)
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Schedule of Share Repurchases
The following table presents the Company's repurchases of its common stock under the respective share repurchase plans, excluding advisory fees:
Share Repurchase PlanQuarter Ended March 31, 2023
Board Approval DateAuthorized AmountSharesAmount
(shares and dollars in thousands)
April 19, 2022 1
$350,000— $— 
Quarter Ended March 31, 2022
Board Approval DateAuthorized AmountSharesAmount
(shares and dollars in thousands)
November 24, 2020$250,0002,723 $144,881 
1    $200.0 million remained available under the 2022 Knight-Swift Repurchase Plan as of March 31, 2023 and December 31, 2022.
v3.23.1
Weighted Average Shares Outstanding (Tables)
 3 Months Ended
Mar. 31, 2023
Earnings Per Share [Abstract]  
Calculation Of Basic And Diluted Earnings Per Share Attributable To Stockholders
The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:
Quarter Ended March 31,
 20232022
(In thousands)
Basic weighted average common shares outstanding160,915 165,377 
Dilutive effect of equity awards985 1,122 
Diluted weighted average common shares outstanding161,900 166,499 
Anti-dilutive shares excluded from earnings per diluted share 1
7 239 
1    Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented.
v3.23.1
Fair Value Measurement (Tables)
 3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value by Balance Sheet Grouping
The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:
 March 31, 2023December 31, 2022
Condensed Consolidated Balance Sheets CaptionCarrying
Value		Estimated
Fair Value		Carrying
Value		Estimated
Fair Value
(In thousands)
Financial Assets:
Equity method investments
Other long-term assets$104,300 $104,300 $103,517 $103,517 
Investments in equity securities
Other long-term assets2,968 2,968 1,668 1,668 
Convertible noteOther current assets11,637 11,637 11,341 11,341 
Financial Liabilities:
2021 Term Loan A-2, due September, 2024 1
Long-term debt – less current portion199,792 200,000 199,755 200,000 
2021 Term Loan A-3, due September 2026 1
Long-term debt – less current portion798,793 800,000 798,705 800,000 
2021 Revolver, due September 2026Revolving line of credit— — 43,000 43,000 
2021 Prudential Notes 2
Finance lease liabilities and long-term debt
– current portion,
Long-term debt – less current portion		27,955 28,000 35,960 36,014 
2022 RSA, due October 2025 3
Accounts receivable securitization383,601 384,000 418,561 419,000 
Contingent considerationAccrued liabilities, Other long-term liabilities4,217 4,217 4,217 4,217 
1As of March 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.2 million in deferred loan costs, respectively. As of December 31, 2022, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.3 million in deferred loan costs, respectively.
2As of March 31, 2023, the carrying amount of the 2021 Prudential Notes was net of approximately $45,000 in deferred loan costs and included $1.6 million in fair value adjustments. As of December 31, 2022, the carrying amount of the 2021 Prudential Notes was net of $0.1 million in deferred loan costs and included $1.7 million in fair value adjustments.
3The carrying amount of the 2022 RSA was net of $0.4 million in deferred loan costs as of March 31, 2023 and December 31, 2022, respectively.
Recurring Fair Value Measurements (Assets) The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of assets measured on a recurring basis as of March 31, 2023 and December 31, 2022:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsUnrealized Gain (Loss) Position
(In thousands)
As of March 31, 2023
Convertible notes 1
$11,637 $— $— $11,637 $1,637 
Investments in equity securities 2
2,968 2,968 — — (49,618)
As of December 31, 2022
Convertible notes 1
$11,341 $— $— $11,341 $1,341 
Investments in equity securities 2
1,668 1,668 — — (50,918)
1Convertible notes — The condensed consolidated statements of comprehensive income include the fair value activities from the Company's convertible notes within "Other income (expenses), net". The estimated fair value is based on probability-weighted discounted cash flow analysis of the corresponding pay-off/redemption. The Company recognized unrealized gains of $0.3 million during the quarters ended March 31, 2023 and 2022.
2Investments in equity securities — The condensed consolidated statements of comprehensive income include the fair value activities from the Company's investments in equity securities within "Other income (expenses), net". The estimated fair value is based on quoted prices in active markets that are readily and regularly obtainable. During the quarter ended March 31, 2023, the Company recognized unrealized gains of $1.3 million from the Company's various investments in equity securities. During the quarter ended March 31, 2022, the Company recognized a loss of $20.8 million from its investments in equity securities, which consisted of $20.8 million in unrealized losses and no realized gains.
The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels.
Fair Value Measurements at Reporting Date Using:
Estimated
Fair Value		Level 1 InputsLevel 2 InputsLevel 3 Inputs
(In thousands)
As of March 31, 2023
US equity funds$6,901 $6,901 $— $— 
International equity funds3,588 3,588 — — 
Fixed income funds43,564 43,564 — — 
Cash and cash equivalents898 898 — — 
Total pension plan assets$54,951 $54,951 $— $— 
As of December 31, 2022
US equity funds$10,901 $10,901 $— $— 
International equity funds4,828 4,828 — — 
Fixed income funds34,728 34,728 — — 
Cash and cash equivalents2,078 2,078 — — 
Total pension plan assets$52,535 $52,535 $— $— 
Recurring Fair Value Measurements (Liabilities) The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of March 31, 2023 and December 31, 2022:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Gain (Loss)
(In thousands)
As of March 31, 2023
Contingent consideration 1
$4,217 $— $— $4,217 $— 
As of December 31, 2022
Contingent consideration 1
$4,217 $— $— $4,217 $— 
1Contingent consideration is associated with acquisitions and investments. The Company did not recognize any gains (losses) during the quarters ended March 31, 2023 and 2022 related to the revaluation of these liabilities. Refer to Note 3 for information regarding material components of these liabilities.
Nonrecurring Fair Value Measurements (Assets) As of March 31, 2023, the Company had no major categories of assets estimated at fair value that were measured on a nonrecurring basis.
The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of December 31, 2022:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Loss
(In thousands)
As of December 31, 2022
Buildings 1
$— $— $— $— $(810)
1    Reflects the non-cash impairment of building improvements (within the non-reportable segments).
v3.23.1
Related Party Transactions (Tables)
 3 Months Ended
Mar. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
Quarter Ended March 31,
20232022
Provided by Knight-SwiftReceived by Knight-SwiftProvided by Knight-SwiftReceived by Knight-Swift
(In thousands)
Facility and Equipment Leases
$— $25 $— $78 
Other Services
$27 $134 $5 $9 
March 31, 2023December 31, 2022
ReceivablePayableReceivablePayable
(In thousands)
Certain affiliates 1
$23 $46 $24 $39 
1"Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Audit Committee of the Board prior to completing transactions. Transactions with these entities generally include facility and equipment leases, equipment sales, and other services.
v3.23.1
Information by Segment and Geography (Tables)
 3 Months Ended
Mar. 31, 2023
Segment Reporting [Abstract]  
Summary Of Financial Information By Segments
Quarter Ended March 31,
20232022
Revenue:(In thousands)
Truckload$1,012,245 $1,080,531 
LTL255,304 255,125 
Logistics138,283 282,039 
Intermodal110,572 109,222 
Subtotal$1,516,404 $1,726,917 
Non-reportable segments141,986 117,639 
Intersegment eliminations(21,458)(17,567)
Total revenue$1,636,932 $1,826,989 
 Quarter Ended March 31,
20232022
Operating income (loss):(In thousands)
Truckload$115,899 $205,117 
LTL26,582 26,377 
Logistics12,820 39,601 
Intermodal5,102 15,170 
Subtotal$160,403 $286,265 
Non-reportable segments(15,616)11,821 
Operating income$144,787 $298,086 
 Quarter Ended March 31,
20232022
Depreciation and amortization of property and equipment:(In thousands)
Truckload$116,802 $110,349 
LTL16,188 15,260 
Logistics1,043 596 
Intermodal4,432 3,864 
Subtotal$138,465 $130,069 
Non-reportable segments17,501 14,975 
Depreciation and amortization of property and equipment$155,966 $145,044 
v3.23.1
Introduction and Basis of Presentation (Details)
 3 Months Ended
Mar. 31, 2023
Vehicle
Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of operational tractors in fleet 18,152
Number of company tractors 16,262
Number of independent contractor tractors 1,890
Number of trailers 79,490
Number of LTL tractors 3,163
Number of LTL trailers 8,387
Number of intermodal tractors 607
Number of intermodal containers 12,829
Number of reportable segments | Segment 4
v3.23.1
Recently Issued Accounting Pronouncements (Details) - Accounting Standards Spdate 2023-01
 3 Months Ended
Mar. 31, 2023
Recently Issued Accounting Pronouncements [Line Items]  
New Accounting Pronouncement or change in Accounting Principle, Description The amendments in this ASU require that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements and that leasehold improvements associated with common control leases be accounted for as a transfer between entities under common control through an adjustment to equity if the lessee no longer controls the use of the asset.
New Accounting Pronouncement Adoption Method and Date January 2024, Prospective or retrospective
New Accounting Pronouncement Financial Statement Impact Currently under evaluation, but not expected to be material
v3.23.1
Acquisitions - Narrative (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2023
USD ($)
U.S. Xpress  
Business Acquisition [Line Items]  
Business Combination, Consideration Transferred $ 808
v3.23.1
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Income Tax Contingency [Line Items]      
Effective tax rate 24.00% 24.90%  
Deferred Tax Assets, Valuation Allowance $ 0.0    
Decrease in Unrecognized Tax Benefits is Reasonably Possible 1.7    
Accrued interest and penalties $ 0.2   $ 0.2
Year subject to examination 2017    
State and Local Jurisdiction [Member] | Minimum [Member]      
Income Tax Contingency [Line Items]      
Year under income tax examination 2014    
State and Local Jurisdiction [Member] | Maximum [Member]      
Income Tax Contingency [Line Items]      
Year under income tax examination 2021    
v3.23.1
Accounts Receivable Securitization (Details) - 2022 RSA - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Oct. 03, 2022
Servicing Liabilities at Fair Value [Line Items]      
Effective date     Oct. 03, 2022
Final maturity date     Oct. 01, 2025
Receivables Sales Agreement, Borrowing Capacity     $ 475,000
Accordion Option Accounts Receivable Securitization [1]     $ 100,000
Unused commitment fee rate [2]     20 to 40 basis points
Program fees on outstanding balances [3]     one month SOFR + credit adjustment spread 10 basis points + 82.5 basis points
Borrowing base, based on eligible receivables $ 396,700 $ 456,400  
Accounts receivable securitization [4] (384,000) (419,000)  
Availability under accounts receivable securitization facilities 12,700 37,400  
Deferred loan costs $ 400 $ 400  
Debt Instrument, Interest Rate During Period 5.60% 5.10%  
[1] The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.
[2] The 2022 RSA commitment fees rate are based on the percentage of the maximum borrowing capacity utilized.
[3] As identified within the 2022 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for SOFR.
[4] Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets and are offset by deferred loan costs of $0.4 million as of March 31, 2023 and December 31, 2022. Interest accrued on the aggregate principal balance at a rate of 5.6% and 5.1% as of March 31, 2023 and December 31, 2022, respectively.
v3.23.1
Debt And Financing (Details) - USD ($)
$ in Thousands
Mar. 31, 2023
Sep. 03, 2021
Dec. 31, 2022
Debt Instrument [Line Items]      
Long-Term Debt $ 1,029,067   $ 1,037,462
Less: current portion of long-term debt (12,806)   (12,794)
Long-term debt – less current portion 1,016,261   1,024,668
Revolving line of credit 0   43,000
Long-term Debt 1,029,067   1,080,462
Letters of Credit Outstanding, Amount 177,900   173,100
2021 Term Loan A-2      
Debt Instrument [Line Items]      
Long-Term Debt [1],[2] 199,792   199,755
Deferred loan costs $ 200   200
Line of Credit Facility, Maximum Borrowing Capacity   $ 200,000  
Final maturity date   Sep. 03, 2024  
Program fees on outstanding balances   BSBY  
Minimum principal payment — amount   $ 0  
Minimum principal payment — frequency   Once  
Minimum principal payment — commencement date   Sep. 03, 2024  
Debt Instrument, Interest Rate During Period 5.46%    
2021 Term Loan A-2 | Minimum [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage [2]   0.75%  
2021 Term Loan A-2 | Maximum [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage [2]   1.38%  
2021 Term Loan A-3      
Debt Instrument [Line Items]      
Long-Term Debt [1],[2] $ 798,793   798,705
Deferred loan costs $ 1,200   1,300
Line of Credit Facility, Maximum Borrowing Capacity   $ 800,000  
Final maturity date   Sep. 03, 2026  
Program fees on outstanding balances   BSBY  
Minimum principal payment — amount   $ 10,000  
Minimum principal payment — frequency   Quarterly  
Minimum principal payment — commencement date   Sep. 30, 2024  
Debt Instrument, Interest Rate During Period 5.59%    
2021 Term Loan A-3 | Minimum [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage [2]   0.88%  
2021 Term Loan A-3 | Maximum [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage [2]   1.50%  
2021 Prudential Notes      
Debt Instrument [Line Items]      
Long-Term Debt [2] $ 27,955   35,960
Debt Instrument, Unused Borrowing Capacity, Amount 98,600    
2021 Prudential Notes | Minimum [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage   4.05%  
2021 Prudential Notes | Maximum [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage   4.40%  
Other Debt      
Debt Instrument [Line Items]      
Secured Debt, Other 2,527   3,042
2021 Revolver      
Debt Instrument [Line Items]      
Letters of Credit Outstanding, Amount $ 11,400   15,800
Line of Credit Facility, Maximum Borrowing Capacity   $ 1,100,000  
Final maturity date   Sep. 03, 2026  
Program fees on outstanding balances   BSBY  
Minimum principal payment — amount   $ 0  
Minimum principal payment — frequency   Once  
Minimum principal payment — commencement date   Sep. 03, 2026  
Debt Instrument, Interest Rate During Period 5.59%    
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.10%    
Line of Credit Facility, Commitment Fee Percentage 1.00%    
2021 Revolver | Minimum [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage [2],[3]   0.88%  
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage   0.10%  
2021 Revolver | Maximum [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage [2],[3]   1.50%  
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage   0.20%  
Line of Credit | 2021 Revolver      
Debt Instrument [Line Items]      
Revolving line of credit [2],[4] $ 0   43,000
Loans Payable [Member]      
Debt Instrument [Line Items]      
Line of Credit Facility, Maximum Borrowing Capacity   $ 2,300,000  
Loans Payable [Member] | 2021 Term Loan A-2      
Debt Instrument [Line Items]      
Deferred loan costs 200   200
Loans Payable [Member] | 2021 Term Loan A-3      
Debt Instrument [Line Items]      
Deferred loan costs $ 1,200   $ 1,300
Loans Payable [Member] | 2021 Prudential Notes      
Debt Instrument [Line Items]      
Line of Credit Facility, Maximum Borrowing Capacity   $ 125,000  
[1] As of March 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.2 million in deferred loan costs, respectively. As of December 31, 2022, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.3 million in deferred loan costs, respectively.
[2] Refer to Note 12 for information regarding the fair value of debt.
[3] The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of March 31, 2023, commitment fees on the unused portion of the 2021 Revolver accrued at 0.1% and outstanding letter of credit fees accrued at 1.0%.
[4] The Company also had outstanding letters of credit of $11.4 million and $15.8 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities at March 31, 2023 and December 31, 2022, respectively. The Company also had outstanding letters of credit of $177.9 million and $173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of March 31, 2023 and December 31, 2022, respectively.
v3.23.1
Defined Benefit Pension Plan (Details)
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Retirement Benefits [Abstract]    
Discount Rate (Point in Time) 4.65%  
Discount Rate (Period of Time) 4.92% 2.55%
Expected long-term rate of return on pension plan assets 6.00% 6.00%
v3.23.1
Purchase Commitments (Details)
$ in Millions
Mar. 31, 2023
USD ($)
Capital Addition Purchase Commitments Total Revenue Equipment [Member]  
Long-term Purchase Commitment [Line Items]  
Purchase Obligation, to be Paid, Year One $ 912.9
Purchase Obligation, to be Paid, Year Two 0.0
Purchase Obligation, to be Paid, Year Three 0.0
Purchase Obligation, Due in Fourth and Fifth Year 0.0
Purchase Obligation, Due after Fifth Year 0.0
Capital Addition Purchase Commitments of Tractors [Member]  
Long-term Purchase Commitment [Line Items]  
Purchase Obligation, to be Paid, Year One 622.1
Capital Addition Purchase Commitments Non revenue equipment [Member]  
Long-term Purchase Commitment [Line Items]  
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year 40.0
Purchase Obligation, Due in Second and Third Year 14.7
Purchase Obligation, Due in Fourth and Fifth Year 0.9
Purchase Obligation, Due after Fifth Year $ 0.0
v3.23.1
Contingencies and Legal Proceedings (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2023
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Loss contingency accrual $ 9.6
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [Member]  
Loss Contingencies [Line Items]  
Loss contingency, allegations The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements.
Loss contingency, opinion of counsel In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. Two objectors appealed the court’s decision granting final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2023.
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [Member] | California Wage, Meal, and Rest Class Action 1 [Member]  
Loss Contingencies [Line Items]  
Loss contingency, name of plaintiffs John Burnell 1 [1]
Loss contingency, name of defendant Swift Transportation Co., Inc
Lawsuit filing date March 22, 2010
Loss contingency, domicile of litigation United States District Court for the Central District of California
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [Member] | California Wage, Meal, and Rest Class Action 2 [Member]  
Loss Contingencies [Line Items]  
Loss contingency, name of plaintiffs James R. Rudsell 1 [1]
Loss contingency, name of defendant Swift Transportation Co. of Arizona, LLC and Swift Transportation Company
Lawsuit filing date April 5, 2012
Loss contingency, domicile of litigation United States District Court for the Central District of California
[1] Individually and on behalf of all others similarly situated.
v3.23.1
Share Repurchase Plans (Details) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Apr. 19, 2022
Nov. 24, 2020
Class of Stock [Line Items]          
Company shares repurchased   $ 144,881      
Knight-Swift Share Repurchase Plan, November 24, 2020          
Class of Stock [Line Items]          
Share repurchase plan, authorized amount, value         $ 250,000
Share repurchase plan, remaining authorized amount, value       $ 42,800  
Share repurchase, shares   2,723      
Company shares repurchased   $ 144,881      
Knight-Swift Share Repurchase Plan, April 19, 2022          
Class of Stock [Line Items]          
Share repurchase plan, authorized amount, value       $ 350,000  
Share repurchase plan, remaining authorized amount, value $ 200,000   $ 200,000    
Share repurchase, shares [1] 0        
Company shares repurchased [1] $ 0        
[1] $200.0 million remained available under the 2022 Knight-Swift Repurchase Plan as of March 31, 2023 and December 31, 2022.
v3.23.1
Weighted Average Shares Outstanding (Details) - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Earnings Per Share [Abstract]    
Basic weighted average common shares outstanding 160,915 165,377
Dilutive effect of equity awards 985 1,122
Diluted weighted average common shares outstanding 161,900 166,499
Anti-dilutive shares excluded from diluted earnings per share [1] 7 239
[1] Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented.
v3.23.1
Fair Value Measurement - Estimated Fair Values (Details) - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Financial Assets:    
Equity method investments $ 104,300 $ 103,517
Equity method investments (Estimated Fair Value) 104,300 103,517
Investments in equity securities 2,968 1,668
Convertible note 11,637 11,341
Financial Liabilities:    
Term loan Carrying Value 1,029,067 1,080,462
Revolving line of credit 0 43,000
Accounts receivable securitization 383,601 418,561
Business Combination, Contingent Consideration, Liability 4,217 4,217
2021 Term Loan A-2    
Financial Liabilities:    
Term loan Carrying Value [1] 199,792 199,755
Term loan, Fair Value [1] 200,000 200,000
2021 Term Loan A-3    
Financial Liabilities:    
Term loan Carrying Value [1] 798,793 798,705
Term loan, Fair Value [1] 800,000 800,000
2021 Revolver    
Financial Liabilities:    
Revolving line of credit 0 43,000
2021 Prudential Notes    
Financial Liabilities:    
Term loan Carrying Value [2] 27,955 35,960
Term loan, Fair Value [2] 28,000 36,014
Debt Instrument, Fair Value Disclosure 1,600 1,700
Deferred loan costs 45 100
2022 RSA    
Financial Liabilities:    
Accounts receivable securitization [3] 383,601 418,561
Debt Instrument, Fair Value Disclosure [3] 384,000 419,000
Deferred loan costs $ 400 $ 400
[1] As of March 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.2 million in deferred loan costs, respectively. As of December 31, 2022, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.3 million in deferred loan costs, respectively.
[2] As of March 31, 2023, the carrying amount of the 2021 Prudential Notes was net of approximately $45,000 in deferred loan costs and included $1.6 million in fair value adjustments. As of December 31, 2022, the carrying amount of the 2021 Prudential Notes was net of $0.1 million in deferred loan costs and included $1.7 million in fair value adjustments.
[3] The carrying amount of the 2022 RSA was net of $0.4 million in deferred loan costs as of March 31, 2023 and December 31, 2022, respectively.
v3.23.1
Fair Value Measurement - Recurring and Nonrecurring Measurements (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible note $ 11,637   $ 11,341
Debt and Equity Securities, Gain (Loss) 1,364 $ (20,849)  
Business Combination, Contingent Consideration, Liability 4,217   4,217
Asset Impairment Charges 0 (810)  
Gain (Loss) on Disposition of Property Plant Equipment 20,879 34,801  
Equipment [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Gain (Loss) on Disposition of Property Plant Equipment 20,900 34,800  
Fair Value, Recurring [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible note [1] 11,637   11,341
Gross Unrealized Gains [1] 1,637   1,341
Assets, Fair Value Disclosure [2] 2,968   1,668
Fair Value, Option, Changes in Fair Value, Gain (Loss) [2] (49,618)   (50,918)
Gain (Loss) on Investments 300 300  
Debt and Equity Securities, Gain (Loss) 1,300 (20,800)  
Debt and Equity Securities, Unrealized Gain (Loss)   (20,800)  
Debt and Equity Securities, Realized Gain (Loss)   0  
Business Combination, Contingent Consideration, Liability [3] 4,217   4,217
Contingent Consideration Gain (Loss) 0 [3] $ 0 0 [3]
Total pension plan assets 54,951   52,535
Fair Value, Recurring [Member] | US equity funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 6,901   10,901
Fair Value, Recurring [Member] | International equity funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 3,588   4,828
Fair Value, Recurring [Member] | Fixed income funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 43,564   34,728
Fair Value, Recurring [Member] | Cash and cash equivalents      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 898   2,078
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible note [1] 0   0
Assets, Fair Value Disclosure [2] 2,968   1,668
Business Combination, Contingent Consideration, Liability [3] 0   0
Total pension plan assets 54,951   52,535
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | US equity funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 6,901   10,901
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | International equity funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 3,588   4,828
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fixed income funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 43,564   34,728
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Cash and cash equivalents      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 898   2,078
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible note [1] 0   0
Assets, Fair Value Disclosure [2] 0   0
Business Combination, Contingent Consideration, Liability [3] 0   0
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | US equity funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | International equity funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fixed income funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Cash and cash equivalents      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Convertible note [1] 11,637   11,341
Assets, Fair Value Disclosure [2] 0   0
Business Combination, Contingent Consideration, Liability [3] 4,217   4,217
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | US equity funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | International equity funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fixed income funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Cash and cash equivalents      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Nonrecurring [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Assets, Fair Value Disclosure 0    
Financial and Nonfinancial Liabilities, Fair Value Disclosure $ 0   0
Building and Building Improvements | Fair Value, Nonrecurring [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [4]     0
Asset Impairment Charges [4]     (810)
Building and Building Improvements | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [4]     0
Building and Building Improvements | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [4]     0
Building and Building Improvements | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [4]     $ 0
[1] Convertible notes — The condensed consolidated statements of comprehensive income include the fair value activities from the Company's convertible notes within "Other income (expenses), net". The estimated fair value is based on probability-weighted discounted cash flow analysis of the corresponding pay-off/redemption. The Company recognized unrealized gains of $0.3 million during the quarters ended March 31, 2023 and 2022.
[2] Investments in equity securities — The condensed consolidated statements of comprehensive income include the fair value activities from the Company's investments in equity securities within "Other income (expenses), net". The estimated fair value is based on quoted prices in active markets that are readily and regularly obtainable. During the quarter ended March 31, 2023, the Company recognized unrealized gains of $1.3 million from the Company's various investments in equity securities. During the quarter ended March 31, 2022, the Company recognized a loss of $20.8 million from its investments in equity securities, which consisted of $20.8 million in unrealized losses and no realized gains.
[3] Contingent consideration is associated with acquisitions and investments. The Company did not recognize any gains (losses) during the quarters ended March 31, 2023 and 2022 related to the revaluation of these liabilities. Refer to Note 3 for information regarding material components of these liabilities.
[4] Reflects the non-cash impairment of building improvements (within the non-reportable segments).
v3.23.1
Related Party Transactions (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Related Party Transaction [Line Items]      
Total revenue $ 1,636,932 $ 1,826,989  
Costs and Expenses (1,492,145) (1,528,903)  
Trade receivables, net of allowance for doubtful accounts of $27,836 and $22,980, respectively 800,415   $ 842,294
Accounts payable 214,574   220,849
Certain Affiliates [Member]      
Related Party Transaction [Line Items]      
Trade receivables, net of allowance for doubtful accounts of $27,836 and $22,980, respectively [1] 23   24
Accounts payable [1] 46   $ 39
Certain Affiliates [Member] | Facility and Equipment Leases [Member]      
Related Party Transaction [Line Items]      
Total revenue 0 0  
Costs and Expenses (25) (78)  
Certain Affiliates [Member] | Other Services [Member]      
Related Party Transaction [Line Items]      
Total revenue 27 5  
Costs and Expenses $ (134) $ (9)  
[1] "Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Audit Committee of the Board prior to completing transactions. Transactions with these entities generally include facility and equipment leases, equipment sales, and other services.
v3.23.1
Information by Segment and Geography - Segment Financial Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Segment Reporting Information [Line Items]    
Total revenue $ 1,636,932 $ 1,826,989
Operating income 144,787 298,086
Depreciation and amortization of property and equipment 155,966 145,044
Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Total revenue 1,516,404 1,726,917
Operating income 160,403 286,265
Depreciation and amortization of property and equipment 138,465 130,069
Operating Segments [Member] | Truckload [Member]    
Segment Reporting Information [Line Items]    
Total revenue 1,012,245 1,080,531
Operating income 115,899 205,117
Depreciation and amortization of property and equipment 116,802 110,349
Operating Segments [Member] | LTL    
Segment Reporting Information [Line Items]    
Total revenue 255,304 255,125
Operating income 26,582 26,377
Depreciation and amortization of property and equipment 16,188 15,260
Operating Segments [Member] | Logistics [Member]    
Segment Reporting Information [Line Items]    
Total revenue 138,283 282,039
Operating income 12,820 39,601
Depreciation and amortization of property and equipment 1,043 596
Operating Segments [Member] | Intermodal [Member]    
Segment Reporting Information [Line Items]    
Total revenue 110,572 109,222
Operating income 5,102 15,170
Depreciation and amortization of property and equipment 4,432 3,864
Non-reportable segments [Member]    
Segment Reporting Information [Line Items]    
Total revenue 141,986 117,639
Operating income (15,616) 11,821
Depreciation and amortization of property and equipment 17,501 14,975
Intersegment Eliminations [Member]    
Segment Reporting Information [Line Items]    
Total revenue $ (21,458) $ (17,567)
v3.23.1
Information by Segment and Geography - Narrative (Details)
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Segment Reporting [Abstract]      
Percentages Of Foreign Operations Consolidated Revenue 5.00% 5.00%  
Long lived assets of foreign operations 5.00%   5.00%