United States securities and exchange commission logo
June 8, 2020
Adam W. Miller
Chief Financial Officer
Knight-Swift Transportation Holdings Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027
Re: Knight-Swift
Transportation Holdings Inc.
Form 10-K for
Fiscal Year Ended December 31, 2019
Form 8-K dated
April 22, 2020
File No. 001-35007
Dear Mr. Miller:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Segments, page 83
1. We note that you
reorganized your segment presentation in 2019 to "reflect management's
revised reporting
structure." Tell us about your revised reporting structure and provide us
with additional detail
regarding the statement that your segments are identified based on
financial information
used by management to make operating decisions. In addition,
explain how the changes
in your reporting structure led to your current segment
presentation. Refer to
FASB ASC 280-10-50-1. In addition, please clarify the factors
used to identify your
reportable segments pursuant to FASB ASC 280-10-50-21.
2. Please provide us with
an analysis of each of the aggregation criteria per FASB ASC 280-
10-50-11 for your
reportable segments (i.e., Trucking, Logistics, and Intermodal).
Adam W. Miller
Knight-Swift Transportation Holdings Inc.
June 8, 2020
Page 2
3. Disclosure in your Form 10-K states that, based on the unique nature
of your operating
structure, certain revenue-generating assets are interchangeable
between segments.
Provide us with additional detail explaining this statement and
address the requirement to
disclose total assets for each reportable segment pursuant to FASB ASC
280-10-50-22.
Form 8-K dated April 22, 2020
Exhibit 99.2
Appendix
Non-GAAP Reconciliation, page 26
4. It appears that you have made adjustments in calculating a non-GAAP
measure identified
as EBITDA beyond those which are typical (e.g., amortization of
intangibles,
impairments, other non-cash gains / losses, net). Revise to present
EBITDA or rename the
non-GAAP measure you have presented. For additional guidance, refer to
question
103.01 of the Compliance and Disclosure Interpretations regarding
Non-GAAP Financial
Measures.
5. You present a non-GAAP measure identified as earnings before interest,
taxes,
depreciation and amortization, and rent (EBITDAR) which excludes
equipment rental
expense. Tell us how you considered question 100.01 of the Compliance
and Disclosure
Interpretations regarding Non-GAAP Financial Measures as equipment
rental expense
appears to be a normal, recurring cash operating expense necessary to
operate your
business. With your response, tell us how the adjustment for equipment
rental expense
(defined in your Form 8-K as "rental expenses paid for leases on our
revenue equipment")
differs from rental expense presented as part of your statement of
comprehensive income.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 with any questions.
FirstName LastNameAdam W. Miller Sincerely,
Comapany NameKnight-Swift Transportation Holdings Inc.
Division of Corporation
Finance
June 8, 2020 Page 2 Office of Energy &
Transportation
FirstName LastName