Document and Entity Information
Document and Entity Information - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jul. 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 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 $0.01 Par Value | |
Trading Symbol | KNX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 161,294 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001492691 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 228,957 | $ 196,770 | |
Cash and cash equivalents – restricted | [1] | 251,438 | 185,792 |
Restricted investments, held-to-maturity, amortized cost | 3,082 | 7,175 | |
Trade receivables, net of allowance for doubtful accounts of $25,693 and $22,980, respectively | 712,197 | 842,294 | |
Contract balance – revenue in transit | 13,608 | 15,859 | |
Prepaid expenses | 100,896 | 108,081 | |
Assets held for sale | 59,310 | 40,602 | |
Income tax receivable | 17,303 | 58,974 | |
Acquisition escrow | 444,657 | 0 | |
Other current assets | 53,662 | 38,025 | |
Total current assets | 1,885,110 | 1,493,572 | |
Gross property and equipment | 5,980,256 | 5,740,383 | |
Less: accumulated depreciation and amortization | (2,018,107) | (1,905,340) | |
Property and equipment, net | 3,962,149 | 3,835,043 | |
Operating lease right-of-use-assets | 200,708 | 192,358 | |
Goodwill | 3,519,339 | 3,519,339 | |
Intangible assets, net | 1,744,056 | 1,776,569 | |
Other long-term assets | 126,530 | 134,785 | |
Total assets | 11,437,892 | 10,951,666 | |
Current liabilities: | |||
Accounts payable | 223,482 | 220,849 | |
Accrued payroll and purchased transportation | 159,066 | 171,381 | |
Accrued liabilities | 81,766 | 81,528 | |
Claims accruals – current portion | 366,238 | 311,822 | |
Finance lease liabilities and long-term debt – current portion | 73,304 | 71,466 | |
Operating lease liabilities – current portion | 41,565 | 36,961 | |
Total current liabilities | 945,421 | 894,007 | |
Revolving line of credit | 210,000 | 43,000 | |
Long-term debt – less current portion | 1,265,204 | 1,024,668 | |
Finance lease liabilities – less current portion | 333,009 | 344,377 | |
Operating lease liabilities – less current portion | 153,765 | 149,992 | |
Accounts receivable securitization | 338,641 | 418,561 | |
Claims accruals – less current portion | 205,605 | 201,838 | |
Deferred tax liabilities | 899,891 | 907,893 | |
Other long-term liabilities | 5,313 | 12,049 | |
Total liabilities | 4,356,849 | 3,996,385 | |
Commitments and contingencies (Notes 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; 161,276 and 160,706 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. | $ 1,613 | $ 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) | 161,276 | 160,706 | |
Common stock, shares outstanding (in shares) | 161,276 | 160,706 | |
Accumulated other comprehensive loss | $ (815) | $ (2,436) | |
Additional paid-in capital | 4,412,069 | 4,392,266 | |
Retained earnings | 2,657,415 | 2,553,567 | |
Total Knight-Swift stockholders' equity | 7,070,282 | 6,945,004 | |
Noncontrolling interest | 10,761 | 10,277 | |
Total stockholders’ equity | 7,081,043 | 6,955,281 | |
Total liabilities and stockholders’ equity | $ 11,437,892 | $ 10,951,666 | |
Common Class A [Member] | |||
Stockholders’ equity: | |||
Common stock, shares outstanding (in shares) | 161,276 | 160,706 | |
[1]Reflects cash and cash equivalents that are primarily restricted for claims payments. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 1,552,979 | $ 1,961,131 | $ 3,189,911 | $ 3,788,120 |
Operating expenses: | ||||
Salaries, wages, and benefits | 533,237 | 549,956 | 1,069,979 | 1,086,012 |
Fuel | 168,300 | 257,146 | 356,059 | 447,635 |
Operations and maintenance | 101,380 | 106,724 | 200,691 | 202,607 |
Insurance and claims | 137,306 | 102,084 | 275,345 | 200,276 |
Operating taxes and licenses | 28,332 | 30,204 | 54,222 | 59,241 |
Communications | 6,184 | 5,744 | 11,933 | 11,614 |
Depreciation and amortization of property and equipment | 156,381 | 147,482 | 312,347 | 292,526 |
Amortization of intangibles | 16,505 | 16,215 | 32,688 | 32,381 |
Rental expense | 16,073 | 13,492 | 31,141 | 26,893 |
Purchased transportation | 258,259 | 384,910 | 538,988 | 771,356 |
Impairments | 0 | 0 | 0 | 810 |
Miscellaneous operating expenses | 36,992 | 21,396 | 67,701 | 32,905 |
Total operating expenses | 1,458,949 | 1,635,353 | 2,951,094 | 3,164,256 |
Operating income | 94,030 | 325,778 | 238,817 | 623,864 |
Other (expenses) income: | ||||
Interest income | 5,508 | 675 | 10,557 | 1,136 |
Interest expense | (24,354) | (9,345) | (47,445) | (16,025) |
Other income (expenses), net | 9,679 | (25,576) | 19,382 | (39,981) |
Total other (expenses) income, net | (9,167) | (34,246) | (17,506) | (54,870) |
Income before income taxes | 84,863 | 291,532 | 221,311 | 568,994 |
Income tax expense | 21,959 | 72,090 | 54,694 | 141,264 |
Net income | 62,904 | 219,442 | 166,617 | 427,730 |
Net loss attributable to noncontrolling interest | 422 | 50 | 993 | 99 |
Net income attributable to Knight-Swift | 63,326 | 219,492 | 167,610 | 427,829 |
Other comprehensive income (loss) | 531 | (1,862) | 1,621 | (2,234) |
Comprehensive income | $ 63,857 | $ 217,630 | $ 169,231 | $ 425,595 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.39 | $ 1.35 | $ 1.04 | $ 2.61 |
Diluted (in dollars per share) | 0.39 | 1.35 | 1.04 | 2.60 |
Dividends declared per share: (in dollars per share) | $ 0.14 | $ 0.12 | $ 0.28 | $ 0.24 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 161,116 | 162,365 | 161,018 | 163,863 |
Diluted (in shares) | 161,940 | 163,166 | 161,917 | 164,801 |
Revenue, excluding truckload and LTL fuel surcharge | ||||
Total revenue | $ 1,390,448 | $ 1,694,531 | $ 2,840,741 | $ 3,342,409 |
Truckload and LTL fuel surcharge | ||||
Total revenue | $ 162,531 | $ 266,600 | $ 349,170 | $ 445,711 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||
Net income | $ 62,904 | $ 219,442 | $ 166,617 | $ 427,730 | |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||||
Depreciation and amortization of property, equipment, and intangibles | 345,035 | 324,907 | |||
Gain on sale of property and equipment | (35,180) | (57,808) | |||
Impairments | 0 | 0 | 0 | 810 | |
Deferred income taxes | (8,002) | (2,439) | |||
Non-cash lease expense | 22,138 | 19,795 | |||
(Gain) loss on equity securities | (1,870) | 50,937 | |||
Other adjustments to reconcile net income to net cash provided by operating activities | 36,277 | 25,603 | |||
Increase (decrease) in cash resulting from changes in: | |||||
Trade receivables | 126,429 | (103,740) | |||
Income tax receivable | 41,671 | (5,971) | |||
Accounts payable | 5,072 | 2,060 | |||
Accrued liabilities and claims accrual | 46,408 | 50,822 | |||
Operating lease liabilities | (22,187) | (19,772) | |||
Other assets and liabilities | (218) | 7,050 | |||
Net cash provided by operating activities | 722,190 | 719,984 | |||
Cash flows from investing activities: | |||||
Proceeds from maturities of held-to-maturity investments | 3,620 | 4,306 | |||
Purchases of held-to-maturity investments | (30) | (6,399) | |||
Proceeds from sale of property and equipment, including assets held for sale | 98,755 | 104,239 | |||
Purchases of property and equipment | (517,856) | (295,522) | |||
Expenditures on assets held for sale | (634) | (449) | |||
Net cash, restricted cash, and equivalents invested in acquisitions | 0 | (1,291) | |||
Other cash flows from investing activities | 155 | (9,190) | |||
Net cash used in investing activities | (415,990) | (204,306) | |||
Cash flows from financing activities: | |||||
Repayments of finance leases and long-term debt | (38,148) | (66,440) | |||
Proceeds from long-term debt | 250,000 | 0 | |||
Borrowings (repayments) on revolving lines of credit, net | 167,000 | (131,000) | |||
Repayments of accounts receivable securitization | (80,000) | 0 | |||
Proceeds from common stock issued | 3,222 | 5,057 | |||
Repurchases of the Company's common stock | 0 | (299,941) | |||
Dividends paid | (45,940) | (39,721) | |||
Other cash flows from financing activities | (19,510) | (20,316) | |||
Net cash provided by (used in) financing activities | 236,624 | (552,361) | |||
Net increase (decrease) in cash, restricted cash, and equivalents | 542,824 | (36,683) | |||
Cash, restricted cash, and equivalents at beginning of period | 385,345 | 350,023 | $ 350,023 | ||
Cash, restricted cash, and equivalents at end of period | $ 928,169 | $ 313,340 | 928,169 | 313,340 | $ 385,345 |
Cash paid during the period for: | |||||
Interest | 45,851 | 14,097 | |||
Income taxes | 16,870 | 154,819 | |||
Other Significant Noncash Transactions [Line Items] | |||||
Equipment acquired included in accounts payable | 30,789 | 3,085 | |||
Purchase price adjustment on acquisition | 0 | 2,163 | |||
Contingent consideration associated with acquisitions and investments | 0 | 1,717 | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 30,564 | 37,897 | |||
Property and equipment obtained in exchange for finance lease liabilities | 19,797 | 101,904 | |||
Financing provided to independent contractors for equipment sold | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Other non-cash investing and financing activities | 3,778 | 0 | |||
Transfers from property and equipment to assets held for sale [Member] | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Other non-cash investing and financing activities | $ 80,947 | $ 29,510 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) Reconciliation of Cash, Restricted Cash, and Cash Equivalents - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 228,957 | $ 196,770 | $ 198,021 | $ 261,001 | |
Cash and cash equivalents – restricted | [1] | 251,438 | 185,792 | 111,449 | 87,241 |
Acquisition escrow | 444,657 | 0 | |||
Other long-term assets | [1] | 3,117 | 2,783 | 3,870 | 1,781 |
U.S. Xpress | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Acquisition escrow | [2] | $ 444,657 | $ 0 | $ 0 | $ 0 |
[1]Reflects cash and cash equivalents that are primarily restricted for claims payments.[2]Reflects restricted cash for the U.S. Xpress acquisition which closed on July 1, 2023. |
Condensed Consolidated Statem_4
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) | 607 | |||||||
Common stock issued to employees | 2,375 | 2,369 | 2,375 | 6 | ||||
Common stock issued to the Board (Shares) | 18 | |||||||
Common stock issued to the Board | 873 | 873 | 873 | 0 | ||||
Common stock issued under ESPP (Shares) | 35 | |||||||
Common stock issued under ESPP | $ 1,809 | 1,809 | 1,809 | 0 | ||||
Company shares repurchased (Shares) | (6,001) | (6,001) | ||||||
Company shares repurchased | $ (299,941) | (299,881) | (299,941) | (60) | ||||
Shares withheld – RSU settlement | (20,316) | (20,316) | (20,316) | |||||
Employee stock-based compensation expense | $ 16,952 | 16,952 | 16,952 | |||||
Dividends declared per share: (in dollars per share) | $ 0.24 | |||||||
Cash dividends paid and dividends accrued | $ (39,441) | (39,441) | (39,441) | |||||
Net income | 427,829 | 427,829 | 427,829 | |||||
Net loss attributable to noncontrolling interest | (99) | 99 | ||||||
Net income | 427,730 | |||||||
Other comprehensive loss | (2,234) | |||||||
Ending balance, shares at Jun. 30, 2022 | 160,639 | |||||||
Ending balance, value at Jun. 30, 2022 | 6,631,257 | 4,372,916 | 2,249,333 | (2,797) | 6,621,058 | 10,199 | 1,606 | |
Beginning balance, shares at Mar. 31, 2022 | 163,635 | |||||||
Beginning balance, value at Mar. 31, 2022 | 6,580,943 | 4,360,889 | 2,209,104 | (935) | 6,570,694 | 10,249 | 1,636 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued to employees (Shares) | 243 | |||||||
Common stock issued to employees | 1,964 | 1,961 | 1,964 | 3 | ||||
Common stock issued to the Board (Shares) | 18 | |||||||
Common stock issued to the Board | 873 | 873 | 873 | 0 | ||||
Common stock issued under ESPP (Shares) | 21 | |||||||
Common stock issued under ESPP | $ 1,000 | 1,000 | 1,000 | 0 | ||||
Company shares repurchased (Shares) | (3,278) | (3,278) | ||||||
Company shares repurchased | $ (155,060) | (155,027) | (155,060) | (33) | ||||
Shares withheld – RSU settlement | (4,708) | (4,708) | (4,708) | |||||
Employee stock-based compensation expense | $ 8,193 | 8,193 | 8,193 | |||||
Dividends declared per share: (in dollars per share) | $ 0.12 | |||||||
Cash dividends paid and dividends accrued | $ (19,528) | (19,528) | (19,528) | |||||
Net income | 219,492 | 219,492 | 219,492 | |||||
Net loss attributable to noncontrolling interest | (50) | 50 | ||||||
Net income | 219,442 | |||||||
Other comprehensive loss | (1,862) | (1,862) | (1,862) | |||||
Ending balance, shares at Jun. 30, 2022 | 160,639 | |||||||
Ending balance, value at Jun. 30, 2022 | $ 6,631,257 | 4,372,916 | 2,249,333 | (2,797) | 6,621,058 | 10,199 | 1,606 | |
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) | 512 | |||||||
Common stock issued to employees | 163 | 158 | 163 | 5 | ||||
Common stock issued to the Board (Shares) | 18 | |||||||
Common stock issued to the Board | 977 | 977 | 977 | 0 | ||||
Common stock issued under ESPP (Shares) | 40 | |||||||
Common stock issued under ESPP | 2,082 | 2,081 | 2,082 | 1 | ||||
Shares withheld – RSU settlement | (18,271) | (18,271) | (18,271) | |||||
Employee stock-based compensation expense | $ 16,587 | 16,587 | 16,587 | |||||
Dividends declared per share: (in dollars per share) | $ 0.28 | |||||||
Cash dividends paid and dividends accrued | $ (45,491) | (45,491) | (45,491) | |||||
Net income | 167,610 | 167,610 | 167,610 | |||||
Net loss attributable to noncontrolling interest | (993) | 993 | ||||||
Net income | 166,617 | |||||||
Other comprehensive loss | 1,621 | 1,621 | 1,621 | |||||
Investment in noncontrolling interest | 1,716 | 1,716 | ||||||
Distribution to noncontrolling interest | $ (239) | (239) | ||||||
Ending balance, shares at Jun. 30, 2023 | 161,276 | 161,276 | ||||||
Ending balance, value at Jun. 30, 2023 | $ 7,081,043 | 4,412,069 | 2,657,415 | (815) | 7,070,282 | 10,761 | 1,613 | |
Beginning balance, shares at Mar. 31, 2023 | 161,009 | |||||||
Beginning balance, value at Mar. 31, 2023 | 7,035,594 | 4,401,276 | 2,623,373 | (1,346) | 7,024,913 | 10,681 | 1,610 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued to employees (Shares) | 230 | |||||||
Common stock issued to employees | 117 | 115 | 117 | 2 | ||||
Common stock issued to the Board (Shares) | 18 | |||||||
Common stock issued to the Board | 977 | 977 | 977 | 0 | ||||
Common stock issued under ESPP (Shares) | 19 | |||||||
Common stock issued under ESPP | 1,042 | 1,041 | 1,042 | 1 | ||||
Shares withheld – RSU settlement | (6,523) | (6,523) | (6,523) | |||||
Employee stock-based compensation expense | $ 8,660 | 8,660 | 8,660 | |||||
Dividends declared per share: (in dollars per share) | $ 0.14 | |||||||
Cash dividends paid and dividends accrued | $ (22,761) | (22,761) | (22,761) | |||||
Net income | 63,326 | 63,326 | 63,326 | |||||
Net loss attributable to noncontrolling interest | (422) | 422 | ||||||
Net income | 62,904 | |||||||
Other comprehensive loss | 531 | 531 | 531 | |||||
Investment in noncontrolling interest | 741 | 741 | ||||||
Distribution to noncontrolling interest | $ (239) | (239) | ||||||
Ending balance, shares at Jun. 30, 2023 | 161,276 | 161,276 | ||||||
Ending balance, value at Jun. 30, 2023 | $ 7,081,043 | $ 4,412,069 | $ 2,657,415 | $ (815) | $ 7,070,282 | $ 10,761 | $ 1,613 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited)(Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Parenthetical - allowance for doubtful accounts | $ 25,693 | $ 22,980 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 6 Months Ended |
Jun. 30, 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 year-to-date period ended June 30, 2023, the Company operated an average of 18,002 tractors (comprised of 16,128 company tractors and 1,874 independent contractor tractors) and 79,700 trailers within the Truckload segment and leasing activities within the non-reportable segments. The LTL segment operated an average of 3,163 tractors and 8,419 trailers. Additionally, the Intermodal segment operated an average of 631 tractors and 12,835 intermodal containers. As of June 30, 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. 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. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Date Issued Reference Description Expected Adoption Date and Method Financial 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 retrospective Currently under evaluation, but not expected to be material July 2023 ASU No. 2023-03: Presentation of Financial Statements (ASC 205), Income Statement—Reporting Comprehensive Income (ASC 220), Distinguishing Liabilities from Equity (ASC 480), Equity (ASC 505), and Compensation—Stock Compensation (ASC 718) The amendments in this ASU reflect alignment to Staff Accounting Bulletin No. 120 ("SAB 120") that was issued by the SEC in November 2021. SAB 120 provides guidance to entities issuing share-based awards shortly before announcing material, nonpublic information. The guidance indicates that entities should consider such material nonpublic information to adjust the observable market if the effect of the release of the material nonpublic information is expected to affect the share price and the share-based awards are non-routine in nature. July 2023, prospective adoption Currently under evaluation, but not expected to be material |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions U.S. Xpress On July 1, 2023, the Company closed on the acquisition of Chattanooga, Tennessee-based U.S. Xpress Enterprises, Inc. ("U.S. Xpress"). The transaction was partially funded using the $444.7 million recorded as "Acquisition Escrow" on the Company's condensed consolidated balance sheet as of June 30, 2023, which was financed through the Company's existing credit facilities and the 2023 Term Loan. The Company has not completed the initial accounting for this transaction as it is still in the preliminary stages of assessing the fair value of the underlying tangible and intangible assets. The results of U.S. Xpress will be included in our consolidated results beginning in the third quarter of 2023. See Note 6 for more information about the Company's credit facilities and the 2023 Term Loan. The Company did not complete any other material acquisitions during the year-to-date period ended June 30, 2023. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Tax Rate — The quarter-to-date June 30, 2023 and June 30, 2022 effective tax rates were 25.9% and 24.7%, respectively. The year-to-date June 30, 2023 and June 30, 2022 effective tax rates were 24.7% and 24.8%, 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 — During the quarter, the IRS concluded its audit of one of the Company's subsidiaries' previously filed amended federal income tax return. As a result, the Company no longer has unrecognized tax benefits. Interest and Penalties — The Company had no accrued interest and penalties related to unrecognized tax benefits as of June 30, 2023 . Accrued interest and penalties related to unrecognized tax benefits were approximately $0.2 million as of December 31, 2022. Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2019 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. |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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 date October 3, 2022 Final maturity date October 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 1 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. 2 The 2022 RSA commitment fee rates 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. Availability under the 2022 RSA is calculated as follows: June 30, 2023 December 31, 2022 (In thousands) Borrowing base, based on eligible receivables $ 381,000 $ 456,400 Less: outstanding borrowings 1 (339,000) (419,000) Availability under accounts receivable securitization facilities $ 42,000 $ 37,400 1 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 June 30, 2023 and December 31, 2022, respectively. Interest accrued on the aggregate principal balance at a rate of 6.1% and 5.1% as of June 30, 2023 and December 31, 2022, respectively. |
Debt And Financing
Debt And Financing | 6 Months Ended |
Jun. 30, 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: June 30, 2023 December 31, 2022 (In thousands) 2021 Term Loan A-2, due September 3, 2024, net 1 2 199,828 199,755 2021 Term Loan A-3, due September 3, 2026, net 1 2 798,882 798,705 2023 Term Loan, due September 3, 2026, net 1 3 249,002 — Prudential Notes, net 1 28,206 35,960 Other 2,009 3,042 Total long-term debt, including current portion 1,277,927 1,037,462 Less: current portion of long-term debt (12,723) (12,794) Long-term debt, less current portion $ 1,265,204 $ 1,024,668 June 30, 2023 December 31, 2022 (In thousands) Total long-term debt, including current portion $ 1,277,927 $ 1,037,462 2021 Revolver, due September 3, 2026 1 4 210,000 43,000 Long-term debt, including revolving line of credit $ 1,487,927 $ 1,080,462 1 Refer to Note 12 for information regarding the fair value of debt. 2 As of June 30, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.1 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. 3 As of June 30, 2023, the carrying amount of the 2023 Term Loan was net of $1.0 million in deferred loan costs. 4 The Company also had outstanding letters of credit of $11.3 million and $15.8 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities at June 30, 2023 and December 31, 2022, respectively. The Company also had outstanding letters of credit of $245.8 million and $173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of June 30, 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 Company's prior debt agreements. The following table presents the key terms of the 2021 Debt Agreement: 2021 Term Loan A-2 2021 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 date September 3, 2024 September 3, 2026 September 3, 2026 Interest rate margin reference rate BSBY BSBY BSBY 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 — frequency Once Quarterly Once Minimum principal payment — commencement date September 3, 2024 September 30, 2024 September 3, 2026 1 The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2023, interest accrued at 5.98% on the 2021 Term Loan A-2, 6.11% on the 2021 Term Loan A-3, and 6.17% on the 2021 Revolver. 2 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 June 30, 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 June 30, 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). 2023 Term Loan — On June 22, 2023, the Company entered into the $250.0 million 2023 Term Loan (an unsecured credit facility) with a group of banks. The 2023 Term Loan matures on September 3, 2026. There are no scheduled principal payments due until maturity. The 2023 Term Loan contains terms similar to the 2021 Debt Agreement. The proceeds received from the 2023 Term Loan were used to pay fees, commissions and expenses in connection with the Company's acquisition of U.S. Xpress. The interest rate applicable to the 2023 Term Loan is subject to a leverage-based grid and as of June 30, 2023 is equal to SOFR plus the 0.1% SOFR adjustment plus 1.375%. As of June 30, 2023, interest accrued at 6.58% on the 2023 Term Loan. 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 fro m 4.05% to 4.40% a nd 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 June 30, 2023, ACT had $98.2 million available for issuance under the agreement. Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments. |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plan | Defined Benefit Pension Plan Net periodic pension income and benefits paid during the quarters ended June 30, 2023 and 2022 were immaterial. Assumptions A weighted-average discount rate of 4.86% was used to determine benefit obligations as of June 30, 2023. The following weighted-average assumptions were used to determine net periodic pension cost: Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Discount rate 4.65 % 3.38 % 4.76 % 2.89 % Expected long-term rate of return on pension plan assets 6.00 % 6.00 % 6.00 % 6.00 % Refer to Note 12 for additional information regarding fair value measurements of the Company's investments. |
Purchase Commitments
Purchase Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | Purchase Commitments As of June 30, 2023, the Company had outstanding commitments to purchase revenue equipment of $533.2 million in the remainder of 2023 ($351.4 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 June 30, 2023, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $47.4 million in the remainder of 2023, $15.9 million from 2024 through 2025, $1.0 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. |
Contingencies and Legal Proceed
Contingencies and Legal Proceedings | 6 Months Ended |
Jun. 30, 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 $11.0 million, relating to the Company's outstanding legal proceedings as of June 30, 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 instituted Court 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 June 30, 2023. The Company paid this settlement on July 10, 2023. 1 Individually and on behalf of all others similarly situated. |
Share Repurchase Plans
Share Repurchase Plans | 6 Months Ended |
Jun. 30, 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 Company made no share repurchases during the quarter and year-to-date periods ended June 30, 2023. $0 The following table presents the Company's repurchases of its common stock during 2022 under the respective share repurchase plans, excluding advisory fees: Share Repurchase Plan Quarter-to-Date June 30, 2022 Year-to-Date June 30, 2022 Board Approval Date Authorized Amount Shares Amount Shares Amount (shares and dollars in thousands) November 24, 2020 $250,000 98 $ 5,101 2,821 $ 149,982 April 19, 2022 1 $350,000 3,180 $ 149,959 3,180 $ 149,959 3,278 $ 155,060 6,001 $ 299,941 1 $200.0 million remained available under the 2022 Knight-Swift Repurchase Plan as of June 30, 2023 and December 31, 2022. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 6 Months Ended |
Jun. 30, 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-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 (In thousands) Basic weighted average common shares outstanding 161,116 162,365 161,018 163,863 Dilutive effect of equity awards 824 801 899 938 Diluted weighted average common shares outstanding 161,940 163,166 161,917 164,801 Anti-dilutive shares excluded from earnings per diluted share 1 110 575 61 341 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. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 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: June 30, 2023 December 31, 2022 Condensed Consolidated Balance Sheets Caption Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Equity method investments Other long-term assets $ 90,095 $ 90,095 $ 103,517 $ 103,517 Investments in equity securities Other long-term assets 3,054 3,054 1,668 1,668 Convertible note Other current assets 11,936 11,936 11,341 11,341 Financial Liabilities: 2021 Term Loan A-2, due September 2024 1 Long-term debt – less current portion 199,828 200,000 199,755 200,000 2021 Term Loan A-3, due September 2026 1 Long-term debt – less current portion 798,882 800,000 798,705 800,000 2023 Term Loan, due September 2026 2 Long-term debt – less current portion 249,002 250,000 — — 2021 Revolver, due September 2026 Revolving line of credit 210,000 210,000 43,000 43,000 2021 Prudential Notes 3 Finance lease liabilities and long-term debt 28,206 28,242 35,960 36,014 2022 RSA, due October 2025 4 Accounts receivable securitization 338,641 339,000 418,561 419,000 Contingent consideration Accrued liabilities, Other long-term liabilities 1,717 1,717 4,217 4,217 1 As of June 30, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.1 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 June 30, 2023, the carrying amount of the 2023 Term Loan was net of $1.0 million in deferred loan costs. 3 As of June 30, 2023, the carrying amount of the 2021 Prudential Notes was net of approximately $36,000 i n deferred loan costs and included $1.4 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. 4 The carrying amount of the 2022 RSA was net of $0.4 million in deferred loan costs as of June 30, 2023 and December 31, 2022. 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 June 30, 2023 and December 31, 2022: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Unrealized Gain (Loss) Position (In thousands) As of June 30, 2023 Convertible notes 1 $ 11,936 $ — $ — $ 11,936 $ 1,936 Investments in equity securities 2 3,054 3,054 — — (49,532) 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) 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. • Quarter-to-date Gain (Loss) Activities: The Company recognized unrealized gains of $0.3 million during the quarters ended June 30, 2023 and 2022. • Year-to-date Gain (Loss) Activities: The Company recognized unrealized gains of $0.6 million during the year-to-date periods ended June 30, 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. • Quarter-to-date Gain (Loss) Activities: During the quarter ended June 30, 2023, the Company recognized unrealized gains of $0.1 million from the Company's various investments in equity securities. During the quarter ended June 30, 2022, the Company recognized a loss of $30.7 million, which consisted of $35.1 million in unrealized losses, primarily from mark-to-market adjustments of the Company's equity investment in Embark. This was partially offset by $4.4 million in realized gains from the Company's other investments in equity securities. • Year-to-date Gain (Loss) Activities: During the year-to-date period ended June 30, 2023, the Company recognized unrealized gains of $1.4 million from the Company's various investments in equity securities. During the year-to-date period ended June 30, 2022, the Company recognized a loss of $51.5 million, which consisted of $55.9 million, primarily from mark-to-market adjustments of the Company's investment in Embark. This was partially offset by $4.4 million realized gains from the Company's other investments in equity securities. 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 June 30, 2023 and December 31, 2022: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (Loss) (In thousands) As of June 30, 2023 Contingent consideration 1 $ 1,717 $ — $ — $ 1,717 $ 2,500 As of December 31, 2022 Contingent consideration 1 $ 4,217 $ — $ — $ 4,217 $ — 1 Contingent consideration is associated with acquisitions and investments. The Company recognized a gain of $2.5 million during the quarter and year-to-date periods ended June 30, 2023 and did not recognize any gains (losses) in the quarter and year-to-date periods ended June 30, 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 June 30, 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 Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total 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 June 30, 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, are reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. The Company recorded net gains on disposals of: • $14.3 million and $23.0 million for the quarters ended June 30, 2023 and 2022, respectively. • $35.2 million and $57.8 million for the year-to-date periods ended June 30, 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 Level 1 Inputs Level 2 Inputs Level 3 Inputs (In thousands) As of June 30, 2023 US equity funds $ 7,469 $ 7,469 $ — $ — International equity funds 3,680 3,680 — — Fixed income funds 42,824 42,824 — — Cash and cash equivalents 576 576 — — Total pension plan assets $ 54,549 $ 54,549 $ — $ — As of December 31, 2022 US equity funds $ 10,901 $ 10,901 $ — $ — International equity funds 4,828 4,828 — — Fixed income funds 34,728 34,728 — — Cash and cash equivalents 2,078 2,078 — — Total pension plan assets $ 52,535 $ 52,535 $ — $ — |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift (In thousands) Facility and Equipment Leases $ — $ 21 $ — $ 108 $ — $ 46 $ — $ 186 Other Services $ — $ 259 $ 33 $ 9 $ 27 $ 393 $ 38 $ 18 June 30, 2023 December 31, 2022 Receivable Payable Receivable Payable (In thousands) Certain affiliates 1 $ — $ 53 $ 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. |
Information by Segment and Geog
Information by Segment and Geography | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Information by Segment and Geography | Financial Information by Segment and Geography Segment Information Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Revenue: (In thousands) Truckload $ 953,659 $ 1,188,809 $ 1,965,904 $ 2,269,340 LTL 267,105 283,847 522,409 538,972 Logistics 119,943 248,662 258,226 530,701 Intermodal 104,327 132,871 214,899 242,093 Subtotal $ 1,445,034 $ 1,854,189 $ 2,961,438 $ 3,581,106 Non-reportable segments 130,110 128,112 272,096 245,751 Intersegment eliminations (22,165) (21,170) (43,623) (38,737) Total revenue $ 1,552,979 $ 1,961,131 $ 3,189,911 $ 3,788,120 Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Operating income (loss): (In thousands) Truckload $ 67,911 $ 206,296 $ 183,810 $ 411,413 LTL 30,238 43,767 56,820 70,144 Logistics 9,566 43,749 22,386 83,350 Intermodal (6,632) 14,172 (1,530) 29,342 Subtotal $ 101,083 $ 307,984 $ 261,486 $ 594,249 Non-reportable segments (7,053) 17,794 (22,669) 29,615 Operating income $ 94,030 $ 325,778 $ 238,817 $ 623,864 Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Depreciation and amortization of property and equipment: (In thousands) Truckload $ 116,430 $ 112,719 $ 233,232 $ 223,068 LTL 16,820 15,321 33,008 30,581 Logistics 987 546 2,030 1,142 Intermodal 4,777 4,236 9,209 8,100 Subtotal $ 139,014 $ 132,822 $ 277,479 $ 262,891 Non-reportable segments 17,367 14,660 34,868 29,635 Depreciation and amortization of property and equipment $ 156,381 $ 147,482 $ 312,347 $ 292,526 Geographical Information In the aggregate, total revenue from the Company's international operations was less than 5.0% of consolidated total revenue for the quarter and year-to-date periods ended June 30, 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 June 30, 2023 and December 31, 2022. |
Introduction and Basis of Pre_2
Introduction and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 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. |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Accounting Pronouncements | Date Issued Reference Description Expected Adoption Date and Method Financial 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 retrospective Currently under evaluation, but not expected to be material July 2023 ASU No. 2023-03: Presentation of Financial Statements (ASC 205), Income Statement—Reporting Comprehensive Income (ASC 220), Distinguishing Liabilities from Equity (ASC 480), Equity (ASC 505), and Compensation—Stock Compensation (ASC 718) The amendments in this ASU reflect alignment to Staff Accounting Bulletin No. 120 ("SAB 120") that was issued by the SEC in November 2021. SAB 120 provides guidance to entities issuing share-based awards shortly before announcing material, nonpublic information. The guidance indicates that entities should consider such material nonpublic information to adjust the observable market if the effect of the release of the material nonpublic information is expected to affect the share price and the share-based awards are non-routine in nature. July 2023, prospective adoption Currently under evaluation, but not expected to be material |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization (Tables) | 6 Months Ended |
Jun. 30, 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 date October 3, 2022 Final maturity date October 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 1 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. 2 The 2022 RSA commitment fee rates 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. Availability under the 2022 RSA is calculated as follows: June 30, 2023 December 31, 2022 (In thousands) Borrowing base, based on eligible receivables $ 381,000 $ 456,400 Less: outstanding borrowings 1 (339,000) (419,000) Availability under accounts receivable securitization facilities $ 42,000 $ 37,400 1 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 June 30, 2023 and December 31, 2022, respectively. Interest accrued on the aggregate principal balance at a rate of 6.1% and 5.1% as of June 30, 2023 and December 31, 2022, respectively. |
Debt And Financing (Tables)
Debt And Financing (Tables) | 6 Months Ended |
Jun. 30, 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: June 30, 2023 December 31, 2022 (In thousands) 2021 Term Loan A-2, due September 3, 2024, net 1 2 199,828 199,755 2021 Term Loan A-3, due September 3, 2026, net 1 2 798,882 798,705 2023 Term Loan, due September 3, 2026, net 1 3 249,002 — Prudential Notes, net 1 28,206 35,960 Other 2,009 3,042 Total long-term debt, including current portion 1,277,927 1,037,462 Less: current portion of long-term debt (12,723) (12,794) Long-term debt, less current portion $ 1,265,204 $ 1,024,668 June 30, 2023 December 31, 2022 (In thousands) Total long-term debt, including current portion $ 1,277,927 $ 1,037,462 2021 Revolver, due September 3, 2026 1 4 210,000 43,000 Long-term debt, including revolving line of credit $ 1,487,927 $ 1,080,462 1 Refer to Note 12 for information regarding the fair value of debt. 2 As of June 30, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.1 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. 3 As of June 30, 2023, the carrying amount of the 2023 Term Loan was net of $1.0 million in deferred loan costs. 4 The Company also had outstanding letters of credit of $11.3 million and $15.8 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities at June 30, 2023 and December 31, 2022, respectively. The Company also had outstanding letters of credit of $245.8 million and $173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of June 30, 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-2 2021 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 date September 3, 2024 September 3, 2026 September 3, 2026 Interest rate margin reference rate BSBY BSBY BSBY 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 — frequency Once Quarterly Once Minimum principal payment — commencement date September 3, 2024 September 30, 2024 September 3, 2026 1 The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2023, interest accrued at 5.98% on the 2021 Term Loan A-2, 6.11% on the 2021 Term Loan A-3, and 6.17% on the 2021 Revolver. 2 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 June 30, 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%. |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Defined Benefit Plan, Assumptions | The following weighted-average assumptions were used to determine net periodic pension cost: Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Discount rate 4.65 % 3.38 % 4.76 % 2.89 % Expected long-term rate of return on pension plan assets 6.00 % 6.00 % 6.00 % 6.00 % |
Contingencies and Legal Proce_2
Contingencies and Legal Proceedings (Tables) | 6 Months Ended |
Jun. 30, 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 instituted Court 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 June 30, 2023. The Company paid this settlement on July 10, 2023. 1 Individually and on behalf of all others similarly situated. |
Share Repurchase Plans (Tables)
Share Repurchase Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Share Repurchases | The following table presents the Company's repurchases of its common stock during 2022 under the respective share repurchase plans, excluding advisory fees: Share Repurchase Plan Quarter-to-Date June 30, 2022 Year-to-Date June 30, 2022 Board Approval Date Authorized Amount Shares Amount Shares Amount (shares and dollars in thousands) November 24, 2020 $250,000 98 $ 5,101 2,821 $ 149,982 April 19, 2022 1 $350,000 3,180 $ 149,959 3,180 $ 149,959 3,278 $ 155,060 6,001 $ 299,941 1 $200.0 million remained available under the 2022 Knight-Swift Repurchase Plan as of June 30, 2023 and December 31, 2022. |
Weighted Average Shares Outst_2
Weighted Average Shares Outstanding (Tables) | 6 Months Ended |
Jun. 30, 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-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 (In thousands) Basic weighted average common shares outstanding 161,116 162,365 161,018 163,863 Dilutive effect of equity awards 824 801 899 938 Diluted weighted average common shares outstanding 161,940 163,166 161,917 164,801 Anti-dilutive shares excluded from earnings per diluted share 1 110 575 61 341 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. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 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: June 30, 2023 December 31, 2022 Condensed Consolidated Balance Sheets Caption Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Equity method investments Other long-term assets $ 90,095 $ 90,095 $ 103,517 $ 103,517 Investments in equity securities Other long-term assets 3,054 3,054 1,668 1,668 Convertible note Other current assets 11,936 11,936 11,341 11,341 Financial Liabilities: 2021 Term Loan A-2, due September 2024 1 Long-term debt – less current portion 199,828 200,000 199,755 200,000 2021 Term Loan A-3, due September 2026 1 Long-term debt – less current portion 798,882 800,000 798,705 800,000 2023 Term Loan, due September 2026 2 Long-term debt – less current portion 249,002 250,000 — — 2021 Revolver, due September 2026 Revolving line of credit 210,000 210,000 43,000 43,000 2021 Prudential Notes 3 Finance lease liabilities and long-term debt 28,206 28,242 35,960 36,014 2022 RSA, due October 2025 4 Accounts receivable securitization 338,641 339,000 418,561 419,000 Contingent consideration Accrued liabilities, Other long-term liabilities 1,717 1,717 4,217 4,217 1 As of June 30, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.1 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 June 30, 2023, the carrying amount of the 2023 Term Loan was net of $1.0 million in deferred loan costs. 3 As of June 30, 2023, the carrying amount of the 2021 Prudential Notes was net of approximately $36,000 i n deferred loan costs and included $1.4 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. 4 The carrying amount of the 2022 RSA was net of $0.4 million in deferred loan costs as of June 30, 2023 and December 31, 2022. |
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 June 30, 2023 and December 31, 2022: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Unrealized Gain (Loss) Position (In thousands) As of June 30, 2023 Convertible notes 1 $ 11,936 $ — $ — $ 11,936 $ 1,936 Investments in equity securities 2 3,054 3,054 — — (49,532) 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) 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. • Quarter-to-date Gain (Loss) Activities: The Company recognized unrealized gains of $0.3 million during the quarters ended June 30, 2023 and 2022. • Year-to-date Gain (Loss) Activities: The Company recognized unrealized gains of $0.6 million during the year-to-date periods ended June 30, 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. • Quarter-to-date Gain (Loss) Activities: During the quarter ended June 30, 2023, the Company recognized unrealized gains of $0.1 million from the Company's various investments in equity securities. During the quarter ended June 30, 2022, the Company recognized a loss of $30.7 million, which consisted of $35.1 million in unrealized losses, primarily from mark-to-market adjustments of the Company's equity investment in Embark. This was partially offset by $4.4 million in realized gains from the Company's other investments in equity securities. • Year-to-date Gain (Loss) Activities: During the year-to-date period ended June 30, 2023, the Company recognized unrealized gains of $1.4 million from the Company's various investments in equity securities. During the year-to-date period ended June 30, 2022, the Company recognized a loss of $51.5 million, which consisted of $55.9 million, primarily from mark-to-market adjustments of the Company's investment in Embark. This was partially offset by $4.4 million realized gains from the Company's other investments in equity securities. Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs (In thousands) As of June 30, 2023 US equity funds $ 7,469 $ 7,469 $ — $ — International equity funds 3,680 3,680 — — Fixed income funds 42,824 42,824 — — Cash and cash equivalents 576 576 — — Total pension plan assets $ 54,549 $ 54,549 $ — $ — As of December 31, 2022 US equity funds $ 10,901 $ 10,901 $ — $ — International equity funds 4,828 4,828 — — Fixed income funds 34,728 34,728 — — Cash and cash equivalents 2,078 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 June 30, 2023 and December 31, 2022: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (Loss) (In thousands) As of June 30, 2023 Contingent consideration 1 $ 1,717 $ — $ — $ 1,717 $ 2,500 As of December 31, 2022 Contingent consideration 1 $ 4,217 $ — $ — $ 4,217 $ — 1 Contingent consideration is associated with acquisitions and investments. The Company recognized a gain of $2.5 million during the quarter and year-to-date periods ended June 30, 2023 and did not recognize any gains (losses) in the quarter and year-to-date periods ended June 30, 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) | 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 Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total 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). |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift (In thousands) Facility and Equipment Leases $ — $ 21 $ — $ 108 $ — $ 46 $ — $ 186 Other Services $ — $ 259 $ 33 $ 9 $ 27 $ 393 $ 38 $ 18 June 30, 2023 December 31, 2022 Receivable Payable Receivable Payable (In thousands) Certain affiliates 1 $ — $ 53 $ 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. |
Information by Segment and Ge_2
Information by Segment and Geography (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Segments | Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Revenue: (In thousands) Truckload $ 953,659 $ 1,188,809 $ 1,965,904 $ 2,269,340 LTL 267,105 283,847 522,409 538,972 Logistics 119,943 248,662 258,226 530,701 Intermodal 104,327 132,871 214,899 242,093 Subtotal $ 1,445,034 $ 1,854,189 $ 2,961,438 $ 3,581,106 Non-reportable segments 130,110 128,112 272,096 245,751 Intersegment eliminations (22,165) (21,170) (43,623) (38,737) Total revenue $ 1,552,979 $ 1,961,131 $ 3,189,911 $ 3,788,120 Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Operating income (loss): (In thousands) Truckload $ 67,911 $ 206,296 $ 183,810 $ 411,413 LTL 30,238 43,767 56,820 70,144 Logistics 9,566 43,749 22,386 83,350 Intermodal (6,632) 14,172 (1,530) 29,342 Subtotal $ 101,083 $ 307,984 $ 261,486 $ 594,249 Non-reportable segments (7,053) 17,794 (22,669) 29,615 Operating income $ 94,030 $ 325,778 $ 238,817 $ 623,864 Quarter-to-Date June 30, Year-to-Date June 30, 2023 2022 2023 2022 Depreciation and amortization of property and equipment: (In thousands) Truckload $ 116,430 $ 112,719 $ 233,232 $ 223,068 LTL 16,820 15,321 33,008 30,581 Logistics 987 546 2,030 1,142 Intermodal 4,777 4,236 9,209 8,100 Subtotal $ 139,014 $ 132,822 $ 277,479 $ 262,891 Non-reportable segments 17,367 14,660 34,868 29,635 Depreciation and amortization of property and equipment $ 156,381 $ 147,482 $ 312,347 $ 292,526 |
Introduction and Basis of Pre_3
Introduction and Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2023 Segment Vehicle | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operational tractors in fleet | 18,002 |
Number of company tractors | 16,128 |
Number of independent contractor tractors | 1,874 |
Number of trailers | 79,700 |
Number of LTL tractors | 3,163 |
Number of LTL trailers | 8,419 |
Number of intermodal tractors | 631 |
Number of intermodal containers | 12,835 |
Number of reportable segments | Segment | 4 |
Recently Issued Accounting Pr_3
Recently Issued Accounting Pronouncements (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update 2023-01 | |
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 |
Accounting Standards Update 2023-03 | |
Recently Issued Accounting Pronouncements [Line Items] | |
New Accounting Pronouncement or change in Accounting Principle, Description | The amendments in this ASU reflect alignment to Staff Accounting Bulletin No. 120 ("SAB 120") that was issued by the SEC in November 2021. SAB 120 provides guidance to entities issuing share-based awards shortly before announcing material, nonpublic information. The guidance indicates that entities should consider such material nonpublic information to adjust the observable market if the effect of the release of the material nonpublic information is expected to affect the share price and the share-based awards are non-routine in nature. |
New Accounting Pronouncement Adoption Method and Date | July 2023, prospective adoption |
New Accounting Pronouncement Financial Statement Impact | Currently under evaluation, but not expected to be material |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Acquisition escrow | $ 444,657 | $ 0 | ||||
U.S. Xpress | ||||||
Business Acquisition [Line Items] | ||||||
Subsequent Event, Date | Jul. 01, 2023 | |||||
Acquisition escrow | [1] | $ 444,657 | $ 0 | $ 0 | $ 0 | |
[1]Reflects restricted cash for the U.S. Xpress acquisition which closed on July 1, 2023. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | |||||
Effective tax rate | 25.90% | 24.70% | 24.70% | 24.80% | |
Deferred Tax Assets, Valuation Allowance | $ 0 | $ 0 | |||
Accrued interest and penalties | $ 0 | $ 0 | $ 0.2 | ||
Year subject to examination | 2017 | ||||
State and Local Jurisdiction [Member] | Minimum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Year under income tax examination | 2019 | ||||
State and Local Jurisdiction [Member] | Maximum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Year under income tax examination | 2021 |
Accounts Receivable Securitiz_3
Accounts Receivable Securitization (Details) - 2022 RSA - USD ($) $ in Thousands | Jun. 30, 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 | $ 381,000 | $ 456,400 | ||
Accounts receivable securitization | [4] | (339,000) | (419,000) | |
Availability under accounts receivable securitization facilities | 42,000 | 37,400 | ||
Deferred loan costs | $ 400 | $ 400 | ||
Debt Instrument, Interest Rate During Period | 6.10% | 5.10% | ||
[1]The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.[2]The 2022 RSA commitment fee rates 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 $0.4 million as of June 30, 2023 and December 31, 2022, respectively. Interest accrued on the aggregate principal balance at a rate of 6.1% and 5.1% as of June 30, 2023 and December 31, 2022, respectively. |
Debt And Financing (Details)
Debt And Financing (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 22, 2023 | Sep. 03, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||||
Long-Term Debt | $ 1,277,927 | $ 1,037,462 | ||||
Less: current portion of long-term debt | (12,723) | (12,794) | ||||
Long-term debt – less current portion | 1,265,204 | 1,024,668 | ||||
Revolving line of credit | 210,000 | 43,000 | ||||
Long-term Debt | 1,487,927 | 1,080,462 | ||||
Letters of Credit Outstanding, Amount | 245,800 | 173,100 | ||||
2021 Term Loan A-2 | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | [1],[2] | 199,828 | 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 | 5.98% | |||||
2021 Term Loan A-2 | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 0.75% | ||||
2021 Term Loan A-2 | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 1.38% | ||||
2021 Term Loan A-3 | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | [1],[2] | $ 798,882 | 798,705 | |||
Deferred loan costs | $ 1,100 | 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 | 6.11% | |||||
2021 Term Loan A-3 | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 0.88% | ||||
2021 Term Loan A-3 | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 1.50% | ||||
2023 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | [2],[4] | $ 249,002 | 0 | |||
Deferred loan costs | $ 1,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | |||||
Final maturity date | Sep. 03, 2026 | |||||
Program fees on outstanding balances | SOFR | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | |||||
Minimum principal payment — amount | $ 0 | |||||
Debt Instrument, Interest Rate During Period | 6.58% | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |||||
2021 Prudential Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | [2] | $ 28,206 | 35,960 | |||
Debt Instrument, Unused Borrowing Capacity, Amount | 98,200 | |||||
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 | 2,009 | 3,042 | ||||
2021 Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Letters of Credit Outstanding, Amount | $ 11,300 | 15,800 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | [5] | $ 1,100,000 | ||||
Final maturity date | [5] | Sep. 03, 2026 | ||||
Program fees on outstanding balances | [5] | BSBY | ||||
Minimum principal payment — amount | [5] | $ 0 | ||||
Minimum principal payment — frequency | [5] | Once | ||||
Minimum principal payment — commencement date | [5] | Sep. 03, 2026 | ||||
Debt Instrument, Interest Rate During Period | 6.17% | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% | |||||
Line of Credit Facility, Commitment Fee Percentage | 1% | |||||
2021 Revolver | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [3],[5] | 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 | [3],[5] | 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],[6] | $ 210,000 | 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 | 1,100 | $ 1,300 | ||||
Loans Payable [Member] | 2023 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Deferred loan costs | $ 1,000 | |||||
Loans Payable [Member] | 2021 Prudential Notes | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000 | |||||
[1]As of June 30, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.1 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 interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2023, interest accrued at 5.98% on the 2021 Term Loan A-2, 6.11% on the 2021 Term Loan A-3, and 6.17% on the 2021 Revolver.[4]As of June 30, 2023, the carrying amount of the 2023 Term Loan was net of $1.0 million in deferred loan costs.[5]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 June 30, 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%.[6]The Company also had outstanding letters of credit of $11.3 million and $15.8 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities at June 30, 2023 and December 31, 2022, respectively. The Company also had outstanding letters of credit of $245.8 million and $173.1 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of June 30, 2023 and December 31, 2022, respectively. |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Discount Rate (Point in Time) | 4.86% | 4.86% | ||
Discount Rate (Period of Time) | 4.65% | 3.38% | 4.76% | 2.89% |
Expected long-term rate of return on pension plan assets | 6% | 6% | 6% | 6% |
Purchase Commitments (Details)
Purchase Commitments (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Capital Addition Purchase Commitments Total Revenue Equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, to be Paid, Year One | $ 533.2 |
Purchase Obligation, to be Paid, Year Two | 0 |
Purchase Obligation, to be Paid, Year Three | 0 |
Purchase Obligation, Due in Fourth and Fifth Year | 0 |
Purchase Obligation, Due after Fifth Year | 0 |
Capital Addition Purchase Commitments of Tractors [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, to be Paid, Year One | 351.4 |
Capital Addition Purchase Commitments Non revenue equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | 47.4 |
Purchase Obligation, Due in Second and Third Year | 15.9 |
Purchase Obligation, Due in Fourth and Fifth Year | 1 |
Purchase Obligation, Due after Fifth Year | $ 0 |
Contingencies and Legal Proce_3
Contingencies and Legal Proceedings (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency accrual | $ 11 | |
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 June 30, 2023. The Company paid this settlement on July 10, 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. |
Share Repurchase Plans (Details
Share Repurchase Plans (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Apr. 19, 2022 | Nov. 24, 2020 | |||
Class of Stock [Line Items] | |||||||||
Share repurchase, shares | 3,278 | 6,001 | |||||||
Company shares repurchased | $ 155,060 | $ 299,941 | |||||||
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 | 98 | 2,821 | |||||||
Company shares repurchased | $ 5,101 | $ 149,982 | |||||||
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 | $ 200,000 | ||||||
Share repurchase, shares | 0 | 3,180 | [1] | 0 | 3,180 | [1] | |||
Company shares repurchased | $ 0 | $ 149,959 | [1] | $ 0 | $ 149,959 | [1] | |||
[1]$200.0 million remained available under the 2022 Knight-Swift Repurchase Plan as of June 30, 2023 and December 31, 2022. |
Weighted Average Shares Outst_3
Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Earnings Per Share [Abstract] | |||||
Basic weighted average common shares outstanding | 161,116 | 162,365 | 161,018 | 163,863 | |
Dilutive effect of equity awards | 824 | 801 | 899 | 938 | |
Diluted weighted average common shares outstanding | 161,940 | 163,166 | 161,917 | 164,801 | |
Anti-dilutive shares excluded from diluted earnings per share | [1] | 110 | 575 | 61 | 341 |
[1]Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented. |
Fair Value Measurement - Estima
Fair Value Measurement - Estimated Fair Values (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Financial Assets: | |||
Equity method investments | $ 90,095 | $ 103,517 | |
Equity method investments (Estimated Fair Value) | 90,095 | 103,517 | |
Investments in equity securities | 3,054 | 1,668 | |
Convertible note | 11,936 | 11,341 | |
Financial Liabilities: | |||
Term loan Carrying Value | 1,487,927 | 1,080,462 | |
Revolving line of credit | 210,000 | 43,000 | |
Accounts receivable securitization | 338,641 | 418,561 | |
Business Combination, Contingent Consideration, Liability | 1,717 | 4,217 | |
2021 Term Loan A-2 | |||
Financial Liabilities: | |||
Term loan Carrying Value | [1] | 199,828 | 199,755 |
Term loan, Fair Value | [1] | 200,000 | 200,000 |
2021 Term Loan A-3 | |||
Financial Liabilities: | |||
Term loan Carrying Value | [1] | 798,882 | 798,705 |
Term loan, Fair Value | [1] | 800,000 | 800,000 |
2023 Term Loan | |||
Financial Liabilities: | |||
Term loan Carrying Value | [2] | 249,002 | 0 |
Term loan, Fair Value | [2] | 250,000 | 0 |
2021 Revolver | |||
Financial Liabilities: | |||
Revolving line of credit | 210,000 | 43,000 | |
2021 Prudential Notes | |||
Financial Liabilities: | |||
Term loan Carrying Value | [3] | 28,206 | 35,960 |
Term loan, Fair Value | [3] | 28,242 | 36,014 |
Debt Instrument, Fair Value Disclosure | 1,400 | 1,700 | |
Deferred loan costs | 36 | 100 | |
2022 RSA | |||
Financial Liabilities: | |||
Accounts receivable securitization | [4] | 338,641 | 418,561 |
Debt Instrument, Fair Value Disclosure | [4] | 339,000 | 419,000 |
Deferred loan costs | $ 400 | $ 400 | |
[1] As of June 30, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.2 million and $1.1 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 As of June 30, 2023, the carrying amount of the 2021 Prudential Notes was net of approximately $36,000 i n deferred loan costs and included $1.4 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. The carrying amount of the 2022 RSA was net of $0.4 million in deferred loan costs as of June 30, 2023 and December 31, 2022. |
Fair Value Measurement - Recurr
Fair Value Measurement - Recurring and Nonrecurring Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Convertible note | $ 11,936 | $ 11,936 | $ 11,341 | |||||
Debt and Equity Securities, Gain (Loss) | 1,870 | $ (50,937) | ||||||
Business Combination, Contingent Consideration, Liability | 1,717 | 1,717 | 4,217 | |||||
Asset Impairment Charges | 0 | $ 0 | 0 | (810) | ||||
Gain (Loss) on Disposition of Property Plant Equipment | 35,180 | 57,808 | ||||||
Equipment [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Gain (Loss) on Disposition of Property Plant Equipment | 14,300 | 23,000 | 35,200 | 57,800 | ||||
Fair Value, Recurring [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Convertible note | [1] | 11,936 | 11,936 | 11,341 | ||||
Gross Unrealized Gains | [1] | 1,936 | 1,936 | 1,341 | ||||
Assets, Fair Value Disclosure | [2] | 3,054 | 3,054 | 1,668 | ||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | [2] | (49,532) | (50,918) | |||||
Gain (Loss) on Investments | 300 | 300 | 600 | 600 | ||||
Debt and Equity Securities, Gain (Loss) | 100 | (30,700) | 1,400 | (51,500) | ||||
Debt and Equity Securities, Unrealized Gain (Loss) | (35,100) | (55,900) | ||||||
Debt and Equity Securities, Realized Gain (Loss) | 4,400 | 4,400 | ||||||
Business Combination, Contingent Consideration, Liability | [3] | 1,717 | 1,717 | 4,217 | ||||
Contingent Consideration Gain (Loss) | $ 0 | (2,500) | [3] | $ 0 | 0 | [3] | ||
Total pension plan assets | 54,549 | 54,549 | 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 | 7,469 | 7,469 | 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 | 3,680 | 3,680 | 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 | 42,824 | 42,824 | 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 | 576 | 576 | 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 | 0 | ||||
Assets, Fair Value Disclosure | [2] | 3,054 | 3,054 | 1,668 | ||||
Business Combination, Contingent Consideration, Liability | [3] | 0 | 0 | 0 | ||||
Total pension plan assets | 54,549 | 54,549 | 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 | 7,469 | 7,469 | 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 | 3,680 | 3,680 | 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 | 42,824 | 42,824 | 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 | 576 | 576 | 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 | 0 | ||||
Assets, Fair Value Disclosure | [2] | 0 | 0 | 0 | ||||
Business Combination, Contingent Consideration, Liability | [3] | 0 | 0 | 0 | ||||
Total pension plan assets | 0 | 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 | 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 | 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 | 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 | 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] | 11,936 | 11,936 | 11,341 | ||||
Assets, Fair Value Disclosure | [2] | 0 | 0 | 0 | ||||
Business Combination, Contingent Consideration, Liability | [3] | 1,717 | 1,717 | 4,217 | ||||
Total pension plan assets | 0 | 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 | 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 | 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 | 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 | 0 | |||||
Fair Value, Nonrecurring [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Assets, Fair Value Disclosure | 0 | 0 | ||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 | $ 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. • Quarter-to-date Gain (Loss) Activities: The Company recognized unrealized gains of $0.3 million during the quarters ended June 30, 2023 and 2022. • Year-to-date Gain (Loss) Activities: The Company recognized unrealized gains of $0.6 million during the year-to-date periods ended June 30, 2023 and 2022. 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. • Quarter-to-date Gain (Loss) Activities: During the quarter ended June 30, 2023, the Company recognized unrealized gains of $0.1 million from the Company's various investments in equity securities. During the quarter ended June 30, 2022, the Company recognized a loss of $30.7 million, which consisted of $35.1 million in unrealized losses, primarily from mark-to-market adjustments of the Company's equity investment in Embark. This was partially offset by $4.4 million in realized gains from the Company's other investments in equity securities. • Year-to-date Gain (Loss) Activities: During the year-to-date period ended June 30, 2023, the Company recognized unrealized gains of $1.4 million from the Company's various investments in equity securities. During the year-to-date period ended June 30, 2022, the Company recognized a loss of $51.5 million, which consisted of $55.9 million, primarily from mark-to-market adjustments of the Company's investment in Embark. This was partially offset by $4.4 million realized gains from the Company's other investments in equity securities. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | ||||||
Total revenue | $ 1,552,979 | $ 1,961,131 | $ 3,189,911 | $ 3,788,120 | ||
Costs and Expenses | 1,458,949 | 1,635,353 | 2,951,094 | 3,164,256 | ||
Trade receivables, net of allowance for doubtful accounts of $25,693 and $22,980, respectively | 712,197 | 712,197 | $ 842,294 | |||
Accounts payable | 223,482 | 223,482 | 220,849 | |||
Certain Affiliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Trade receivables, net of allowance for doubtful accounts of $25,693 and $22,980, respectively | [1] | 0 | 0 | 24 | ||
Accounts payable | [1] | 53 | 53 | $ 39 | ||
Certain Affiliates [Member] | Facility and Equipment Leases [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenue | 0 | 0 | 0 | 0 | ||
Costs and Expenses | 21 | 108 | 46 | 186 | ||
Certain Affiliates [Member] | Other Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenue | 0 | 33 | 27 | 38 | ||
Costs and Expenses | $ 259 | $ 9 | $ 393 | $ 18 | ||
[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. |
Information by Segment and Ge_3
Information by Segment and Geography - Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 1,552,979 | $ 1,961,131 | $ 3,189,911 | $ 3,788,120 |
Operating income | 94,030 | 325,778 | 238,817 | 623,864 |
Depreciation and amortization of property and equipment | 156,381 | 147,482 | 312,347 | 292,526 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,445,034 | 1,854,189 | 2,961,438 | 3,581,106 |
Operating income | 101,083 | 307,984 | 261,486 | 594,249 |
Depreciation and amortization of property and equipment | 139,014 | 132,822 | 277,479 | 262,891 |
Operating Segments [Member] | Truckload [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 953,659 | 1,188,809 | 1,965,904 | 2,269,340 |
Operating income | 67,911 | 206,296 | 183,810 | 411,413 |
Depreciation and amortization of property and equipment | 116,430 | 112,719 | 233,232 | 223,068 |
Operating Segments [Member] | LTL | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 267,105 | 283,847 | 522,409 | 538,972 |
Operating income | 30,238 | 43,767 | 56,820 | 70,144 |
Depreciation and amortization of property and equipment | 16,820 | 15,321 | 33,008 | 30,581 |
Operating Segments [Member] | Logistics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 119,943 | 248,662 | 258,226 | 530,701 |
Operating income | 9,566 | 43,749 | 22,386 | 83,350 |
Depreciation and amortization of property and equipment | 987 | 546 | 2,030 | 1,142 |
Operating Segments [Member] | Intermodal [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 104,327 | 132,871 | 214,899 | 242,093 |
Operating income | (6,632) | 14,172 | (1,530) | 29,342 |
Depreciation and amortization of property and equipment | 4,777 | 4,236 | 9,209 | 8,100 |
Non-reportable segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 130,110 | 128,112 | 272,096 | 245,751 |
Operating income | (7,053) | 17,794 | (22,669) | 29,615 |
Depreciation and amortization of property and equipment | 17,367 | 14,660 | 34,868 | 29,635 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ (22,165) | $ (21,170) | $ (43,623) | $ (38,737) |
Information by Segment and Ge_4
Information by Segment and Geography - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | |||||
Percentages Of Foreign Operations Consolidated Revenue | 5% | 5% | 5% | 5% | |
Long lived assets of foreign operations | 5% | 5% | 5% |