Intermodal Segment
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| Quarter Ended September 30, |
| 2026 | | 2025 | | Change |
| (Dollars in thousands) |
| Revenue | $ | 122,876 | | | $ | 94,083 | | | 30.6 | % |
| Operating income (loss) | $ | 2,757 | | | $ | (2,298) | | | N/A |
Adjusted Operating Income 1 | $ | 2,757 | | | $ | 156 | | | 1,667.3 | % |
| Operating ratio | 97.8 | % | | 102.4 | % | | (460 | bps) |
Adjusted Operating Ratio 1 | 97.8 | % | | 99.8 | % | | (200 | bps) |
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1 See GAAP to non-GAAP reconciliation in the schedules following this release.
The Intermodal segment grew revenue 30.6% and improved its Adjusted Operating Ratio 200 basis points year-over-year through a 13.3% increase in load count, a 15.2% increase in revenue per load, and improvements in cost and network efficiency. Core pricing improved throughout the quarter, as revenue per load increased 5.5% year-over-year when excluding fuel surcharge revenue. On a sequential basis, load count grew 2.6%, and revenue per load grew 5.7%, driving 8.4% revenue growth and a 160 basis point improvement in the operating ratio over the second quarter levels. Customer demand remains robust, driven by our strong service levels and conversion opportunities supported by tight trucking capacity and high fuel prices. We remain focused on delivering excellent service and driving appropriate returns through cost control, network balance, equipment utilization, and growing our load count with disciplined pricing.
All Other Segments
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| Quarter Ended September 30, |
| 2026 | | 2025 | | Change |
| (Dollars in thousands) |
| Revenue | $ | 126,002 | | | $ | 88,880 | | | 41.8 | % |
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| Operating income | $ | 19,504 | | | $ | 11,579 | | | 68.4 | % |
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All Other Segments include warehousing and support services provided to our customers, independent contractors, and third-party carriers, including equipment leasing, trailer parts manufacturing, insurance, equipment maintenance, and warranty services. All Other Segments also include certain corporate expenses (such as legal settlements and accruals, as well as $11.5 million in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions). Additionally, beginning January 1, 2026, All Other Segments also includes the cost of our accounts receivable securitization program that was formerly reported in interest expense.
Revenue within our All Other Segments for the third quarter increased 41.8%, driven by growth in warehousing and independent contractor support services. Operating income grew 68.4% year-over-year as a result of this growth and because the inclusion of $6.3 million of costs for the accounts receivable securitization program in the current period as cited above were less impactful than the loss contingency of $11.2 million included in the prior year period.
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| Consolidated Liquidity, Capital Resources, and Earnings Guidance |
Cash Flow Sources (Uses)
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| Year-to-Date September 30, |
| 2026 | | 2025 | | Change |
| (In thousands) |
| Net cash provided by operating activities | $ | 799,881 | | | $ | 543,431 | | | $ | 256,450 | |
| Net cash used in investing activities | (427,856) | | | (424,510) | | | (3,346) | |
| Net cash used in financing activities | (362,736) | | | (189,137) | | | (173,599) | |
Net increase (decrease) in cash, restricted cash, and equivalents 1 | $ | 9,289 | | | $ | (70,216) | | | $ | 79,505 | |
| Net capital expenditures | $ | (426,676) | | | $ | (407,339) | | | $ | (19,337) | |
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1"Net increase (decrease) in cash, restricted cash, and equivalents" is derived from changes within "Cash and cash equivalents," "Cash and cash equivalents – restricted," and the long-term portion of restricted cash included in "Other long-term assets" in the condensed consolidated balance sheets.
Liquidity and Capitalization — As of September 30, 2026, we had a balance of $1.7 billion of unrestricted cash and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.1 billion as of September 30, 2026. Free Cash Flow2 for the year-to-date period ended September 30, 2026, was $373.2 million, reflecting $799.9 million in operating cash flows and $426.7 million of cash capital expenditures, net of disposal proceeds. From a financing perspective, during the year-to-date period ended September 30, 2026 we issued $1.5 billion face amount of convertible 1.0% bonds due November 2031, and we made $626.0 million of net payments on our 2025 Revolver, $826.0 million in payments on outstanding term loans, $91.9 million in payments on our finance lease liabilities and $113.5 million in payments on operating lease liabilities. Additionally, we had a net increase of $78.3 million in the outstanding investment in the accounts receivable securitization program.
Equipment and Capital Expenditures — Gain on sale of operating assets was $22.6 million in the third quarter of 2026, compared to $20.9 million in the same quarter of 2025. The average age of the tractor fleet within our Truckload segment was 2.8 years in the third quarter of 2026, compared to 2.7 years in the same quarter of 2025. The average age of the tractor fleet within our LTL segment was 3.9 years in the third quarter of 2026 and 3.9 years in the same quarter of 2025. We expect net cash capital expenditures for full-year 2026 will be in the range of $600 million - $625 million, which is a reduction from the previous range of $600 million - $650 million. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and exclude acquisitions.
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2 See GAAP to non-GAAP reconciliations in the schedules following this release.
Guidance — We expect that Adjusted EPS1 will range from $0.78 to $0.84 for the fourth quarter of 2026. In general, this guidance for the fourth quarter assumes current conditions continue with pressured capacity and stable demand and that we experience typical seasonal demand patterns in the truckload and LTL markets. Our expected Adjusted EPS1 range is based on the current truckload, LTL, and general market conditions, recent trends, and the current beliefs, assumptions, and expectations of management, as listed below. Actual results may differ from our expectations.
Truckload
•Truckload Segment revenue, excluding fuel surcharge, up low double-digit percent with Adjusted Operating Ratio improving 650 - 750 basis points year-over-year in fourth quarter.
LTL
•LTL Segment revenue, excluding fuel surcharge, up high single to low double-digit percent with Adjusted Operating Ratio improving 100 - 200 basis points year-over-year in fourth quarter.
Logistics
•Logistics Segment revenue flat and Adjusted Operating Ratio improving 300 - 400 basis points year-over-year in fourth quarter.
Intermodal
•Intermodal Segment revenue up 25% - 30% with Adjusted Operating Ratio improving 150 - 250 basis points year-over-year in fourth quarter.
All Other
•All Other Segments operating results, before including the $11.5 million quarterly intangible asset amortization, to be a loss of approximately $13 million to $17 million in fourth quarter, which includes approximately $6.5 million of AR securitization cost that was reported as interest expense in 2025.
Additional
•Gain on sale to be in the range of $17 million to $21 million in fourth quarter,
•Net interest expense stable sequentially in fourth quarter,
•"Other income, net" below the line expected to be roughly $1 million to $3 million in fourth quarter,
•Net cash capital expenditures for full-year 2026 expected range of $600 million - $625 million,
•Expected effective tax rate on adjusted income before taxes of approximately 24.7% to 25.7% for fourth quarter.
The factors described under "Forward-Looking Statements," among others, could cause actual results to materially vary from this guidance. Further, we cannot estimate on a forward-looking basis, the impact of certain income and expense items on our earnings per share, because these items, which could be significant, may be infrequent, are difficult to predict, and may be highly variable. As a result, we do not provide a corresponding GAAP measure for, or reconciliation to, our Adjusted EPS1 guidance.
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1Our calculation of Adjusted EPS starts with GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization (which is expected to be approximately $0.34 for full-year 2026), as well as non-cash impairments and certain other unusual items, if any.
Knight-Swift will host a conference call to discuss the earnings release, the results of operations, and other matters following its earnings press release on Wednesday, October 21, 2026, at 5:30 p.m. EDT. An online, real-time webcast of the quarterly conference call will be available on the Company's website at investor.knight-swift.com. Please note that since the call is expected to begin promptly as scheduled, you will need to join a few minutes before that time. Slides to accompany this call will also be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the slides or listen to the webcast, please visit investor.knight-swift.com, "Knight-Swift Q3 2026 Earnings."
Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
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| Investor Relations Contact Information |
Adam Miller, Chief Executive Officer, Andrew Hess, Chief Financial Officer, or Brad Stewart, Treasurer & SVP Investor Relations: (602) 606-6349
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| Forward-Looking Statements |
This press release contains statements that may constitute forward-looking statements, usually identified by words such as "anticipates," "believes," "estimates," "plans,'' "projects," "expects," "hopes," "intends," "strategy," "design", ''focus," "outlook," "foresee," "will," "could," "should," "may," "feel", "goal," "opportunity," "continue," "remain," or similar expressions. Such statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of or guidance regarding earnings, earnings per share, Adjusted EPS, revenues, expenses, operating ratio, Adjusted Operating Ratio, cash flows, dividends, share repurchases, leverage ratio, capital expenditures (including the nature and funding thereof), gain on sale, tax rates, capital structure, capital allocation, liquidity, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed acquisition plans, new services, or growth strategies or opportunities; any statements regarding future economic, industry, or Company conditions, environment, or performance, including, without limitation, expectations regarding future trade policy or tariffs, supply or demand, volume, capacity, rates, costs, inflation, or seasonality; future performance or growth of any of our reportable segments, including expected revenues, costs, utilization, or rates within our Truckload segment, expected network, door count, volumes, capacity, revenue, costs, or margin within our LTL segment, expected freight portfolio, pricing, profitability, or return on capital assets within our Logistics segment, and expected pricing, costs, freight portfolio, equipment utilization, or volumes within our Intermodal segment; any statements under “Guidance”; and any statements of belief and any statement of assumptions underlying any of the foregoing.
Forward-looking statements are inherently uncertain, and are based upon the current beliefs, assumptions, and expectations of management and current market conditions, which are subject to significant risks and uncertainties as set forth in the Risk Factors section of Knight-Swift's Annual Report on Form 10-K for the year ended December 31, 2025, Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and various disclosures in our press releases, stockholder reports, and Current Reports on Form 8-K. If the risks or uncertainties ever materialize, or the beliefs, assumptions, or expectations prove incorrect, our business and results of operations may differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof, and we disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
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| Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
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| Quarter Ended September 30, | | Year-to-Date September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| (In thousands, except per share data) |
| Revenue: | | | | | | | |
| Revenue, excluding truckload and LTL fuel surcharge | $ | 1,852,830 | | | $ | 1,720,889 | | | $ | 5,255,249 | | | $ | 5,026,053 | |
Truckload and LTL fuel surcharge | 348,096 | | | 206,168 | | | 891,612 | | | 587,306 | |
| Total revenue | 2,200,926 | | | 1,927,057 | | | 6,146,861 | | | 5,613,359 | |
| Operating expenses: | | | | | | | |
| Salaries, wages, and benefits | 772,285 | | | 755,278 | | | 2,269,796 | | | 2,231,519 | |
| Fuel | 335,519 | | | 221,807 | | | 874,218 | | | 632,619 | |
| Operations and maintenance | 145,048 | | | 142,437 | | | 409,959 | | | 414,779 | |
| Insurance and claims | 101,497 | | | 116,497 | | | 310,818 | | | 294,003 | |
| Operating taxes and licenses | 35,461 | | | 33,263 | | | 107,590 | | | 102,154 | |
| Communications | 7,325 | | | 7,047 | | | 21,012 | | | 21,811 | |
| Depreciation and amortization of property and equipment | 180,190 | | | 179,036 | | | 535,160 | | | 533,053 | |
| Amortization of intangibles | 18,493 | | | 19,246 | | | 56,229 | | | 57,738 | |
| Rental expense | 40,667 | | | 41,647 | | | 129,595 | | | 127,709 | |
| Purchased transportation | 328,154 | | | 284,386 | | | 928,929 | | | 827,402 | |
| Impairments | — | | | 34,805 | | | 882 | | | 45,417 | |
| Miscellaneous operating expenses | 57,582 | | | 41,282 | | | 190,533 | | | 135,550 | |
| Total operating expenses | 2,022,221 | | | 1,876,731 | | | 5,834,721 | | | 5,423,754 | |
| Operating income | 178,705 | | | 50,326 | | | 312,140 | | | 189,605 | |
| Other (expenses) income: | | | | | | | |
| Interest income | 1,901 | | | 2,690 | | | 5,531 | | | 8,760 | |
| Interest expense | (18,174) | | | (40,934) | | | (72,154) | | | (122,015) | |
| Other income (expense) , net | 97 | | | 3,638 | | | (19,003) | | | 27,826 | |
| Total other (expenses) income, net | (16,176) | | | (34,606) | | | (85,626) | | | (85,429) | |
| Income before income taxes | 162,529 | | | 15,720 | | | 226,514 | | | 104,176 | |
| Income tax expense | 44,463 | | | 7,388 | | | 66,711 | | | 31,684 | |
| Net income | 118,066 | | | 8,332 | | | 159,803 | | | 72,492 | |
| Net loss (income) attributable to noncontrolling interest | 200 | | | (471) | | | 335 | | | 251 | |
| Net income attributable to Knight-Swift | $ | 118,266 | | | $ | 7,861 | | | $ | 160,138 | | | $ | 72,743 | |
| Other comprehensive (loss) income | (130) | | | (96) | | | 443 | | | 258 | |
| Comprehensive income | $ | 118,136 | | | $ | 7,765 | | | $ | 160,581 | | | $ | 73,001 | |
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| Earnings per share: | | | | | | | |
| Basic | $ | 0.73 | | | $ | 0.05 | | | $ | 0.98 | | | $ | 0.45 | |
| Diluted | $ | 0.72 | | | $ | 0.05 | | | $ | 0.98 | | | $ | 0.45 | |
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| Dividends declared per share: | $ | 0.20 | | | $ | 0.18 | | | $ | 0.60 | | | $ | 0.54 | |
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| Weighted average shares outstanding: | | | | | | | |
| Basic | 162,758 | | | 162,305 | | | 162,587 | | | 162,137 | |
| Diluted | 163,300 | | | 162,647 | | | 163,244 | | | 162,537 | |
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| Condensed Consolidated Balance Sheets (Unaudited) |
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| September 30, 2026 | | December 31, 2025 |
| (In thousands) |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 254,156 | | | $ | 220,420 | |
| Cash and cash equivalents – restricted | 63,873 | | | 82,381 | |
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Trade receivables, net of allowance for doubtful accounts of $4,509 and $30,647, respectively | 479,791 | | | 305,324 | |
| Contract balance – revenue in transit | 17,138 | | | 9,642 | |
| Prepaid expenses | 105,259 | | | 113,985 | |
| Assets held for sale | 47,074 | | | 72,985 | |
| Income tax receivable | 43,174 | | | 45,895 | |
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| Other current assets | 28,649 | | | 36,894 | |
| Total current assets | 1,039,114 | | | 887,526 | |
| Property and equipment, net | 4,853,124 | | | 4,717,725 | |
| Operating lease right-of-use assets | 271,786 | | | 314,571 | |
| Goodwill | 3,934,741 | | | 3,934,741 | |
| Intangible assets, net | 1,879,267 | | | 1,935,699 | |
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| Other long-term assets | 163,537 | | | 165,174 | |
| Total assets | $ | 12,141,569 | | | $ | 11,955,436 | |
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| LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 318,331 | | | $ | 200,835 | |
| Accrued payroll and purchased transportation | 231,383 | | | 194,910 | |
| Accrued liabilities | 71,722 | | | 66,638 | |
| Claims accruals – current portion | 257,129 | | | 246,882 | |
Finance lease liabilities and long-term debt – current portion | 167,645 | | | 194,406 | |
| Operating lease liabilities – current portion | 96,550 | | | 127,538 | |
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| Total current liabilities | 1,142,760 | | | 1,031,209 | |
| Revolving line of credit | — | | | 626,000 | |
Long-term debt – less current portion | 180,177 | | | 1,027,793 | |
| Convertible senior notes | 1,467,377 | | | — | |
| Finance lease liabilities – less current portion | 507,721 | | | 502,042 | |
| Operating lease liabilities – less current portion | 187,089 | | | 207,788 | |
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| Claims accruals – less current portion | 404,916 | | | 359,546 | |
| Deferred tax liabilities | 931,303 | | | 904,075 | |
| Other long-term liabilities | 237,589 | | | 205,117 | |
| Total liabilities | 5,058,932 | | | 4,863,570 | |
| Stockholders’ equity: | | | |
| Common stock | 1,628 | | | 1,623 | |
| Additional paid-in capital | 4,421,607 | | | 4,480,725 | |
| Accumulated other comprehensive loss | (273) | | | (716) | |
| Retained earnings | 2,650,102 | | | 2,600,822 | |
| Total Knight-Swift stockholders' equity | 7,073,064 | | | 7,082,454 | |
| Noncontrolling interest | 9,573 | | | 9,412 | |
| Total stockholders’ equity | 7,082,637 | | | 7,091,866 | |
| Total liabilities and stockholders’ equity | $ | 12,141,569 | | | $ | 11,955,436 | |
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| Segment Operating Statistics (Unaudited) |
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| Quarter Ended September 30, | | Year-to-Date September 30, |
| 2026 | | 2025 | | Change | | 2026 | | 2025 | | Change |
| Truckload | | | | | | | | | | | |
Average revenue per tractor | $ | 56,419 | | | $ | 50,864 | | | 10.9 | % | | $ | 159,307 | | | $ | 149,014 | | | 6.9 | % |
| Non-paid empty miles percentage | 12.1 | % | | 13.8 | % | | (170 | bps) | | 12.6 | % | | 14.0 | % | | (140) | bps |
| Average length of haul (miles) | 378 | | | 368 | | | 2.7 | % | | 376 | | | 370 | | | 1.6 | % |
| Miles per tractor | 21,143 | | | 21,337 | | | (0.9 | %) | | 62,460 | | | 62,697 | | | (0.4 | %) |
| Average tractors | 20,470 | | | 21,319 | | | (4.0 | %) | | 20,734 | | | 21,513 | | | (3.6 | %) |
Average trailers 1 | 81,003 | | | 84,044 | | | (3.6 | %) | | 81,751 | | | 85,140 | | | (4.0 | %) |
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LTL 2 | | | | | | | | | | | |
| Shipments per day | 24,681 | | | 25,028 | | | (1.4 | %) | | 23,935 | | | 24,437 | | | (2.1 | %) |
| Weight per shipment (pounds) | 1,053 | | | 1,005 | | | 4.8 | % | | 1,049 | | | 990 | | | 6.0 | % |
| Average length of haul (miles) | 715 | | | 673 | | | 6.2 | % | | 703 | | | 660 | | | 6.5 | % |
| Revenue per shipment | $ | 246.55 | | | $ | 215.07 | | | 14.6 | % | | $ | 238.49 | | | $ | 212.84 | | | 12.1 | % |
| Revenue xFSC per shipment | $ | 192.70 | | | $ | 185.27 | | | 4.0 | % | | $ | 191.54 | | | $ | 184.30 | | | 3.9 | % |
| Revenue per hundredweight | $ | 23.42 | | | $ | 21.39 | | | 9.5 | % | | $ | 22.73 | | | $ | 21.50 | | | 5.7 | % |
| Revenue xFSC per hundredweight | $ | 18.30 | | | $ | 18.43 | | | (0.7 | %) | | $ | 18.26 | | | $ | 18.61 | | | (1.9 | %) |
Average tractors 3 | 4,344 | | | 4,221 | | | 2.9 | % | | 4,297 | | | 4,146 | | | 3.6 | % |
Average trailers 4 | 11,627 | | | 11,016 | | | 5.5 | % | | 11,454 | | | 10,985 | | | 4.3 | % |
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| Logistics | | | | | | | | | | | |
Revenue per load - Brokerage only | $ | 2,885 | | | $ | 1,967 | | | 46.7 | % | | $ | 2,532 | | | $ | 1,980 | | | 27.9 | % |
| Gross margin - Brokerage only | 18.9 | % | | 17.8 | % | | 110 | bps | | 17.0 | % | | 18.2 | % | | (120) | bps |
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| Intermodal | | | | | | | | | | | |
Average revenue per load | $ | 3,065 | | | $ | 2,660 | | | 15.2 | % | | $ | 2,874 | | | $ | 2,607 | | | 10.2 | % |
| Load count | 40,090 | | | 35,375 | | | 13.3 | % | | 114,788 | | | 103,268 | | | 11.2 | % |
| Average tractors | 633 | | | 573 | | | 10.5 | % | | 616 | | | 599 | | | 2.8 | % |
| Average containers | 12,480 | | | 12,535 | | | (0.4 | %) | | 12,496 | | | 12,541 | | | (0.4 | %) |
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1Third quarter 2026 and 2025 includes 7,285 and 9,486 trailers, respectively, related to leasing activities recorded within our All Other Segments. The year-to-date period ending September 30, 2026 and 2025 includes 8,092 and 9,457 trailers, respectively, related to leasing activities recorded within our All Other Segments. Starting with the fourth quarter of 2025, the Company is excluding its chassis trailers from its average trailer calculation. Prior period information has been recast for comparability.
2Operating statistics within the LTL segment exclude dedicated and other businesses.
3Our LTL tractor fleet includes 637 and 677 tractors from ACT's dedicated and other businesses for the third quarter of 2026 and 2025, respectively. Our LTL tractor fleet includes 644 and 668 tractors from ACT's dedicated and other businesses for the year-to-date period ending September 30, 2026 and 2025, respectively.
4Our LTL trailer fleet includes 1,409 and 1,236 trailers from ACT's dedicated and other businesses for the third quarter of 2026 and 2025, respectively. Our LTL trailer fleet includes 1,358 and 1,097 trailers from ACT's dedicated and other businesses for the year-to-date period ending September 30, 2026 and 2025, respectively.
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| Non-GAAP Financial Measures and Reconciliations |
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "Adjusted Operating Expenses," "Adjusted EPS," "Adjusted Operating Ratio," and "Free Cash Flow," as we define them, are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the board of directors focus on Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. Management and the board of directors use Free Cash Flow as a key measure of our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.
Adjusted Net Income Attributable to Knight-Swift, Adjusted Operating Income, Adjusted Operating Expenses, Adjusted EPS, Adjusted Operating Ratio, and Free Cash Flow, are not substitutes for their comparable GAAP financial measures, such as net income, cash flows from operating activities, operating margin, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.
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Non-GAAP Reconciliation (Unaudited): |
Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 |
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| Quarter Ended September 30, | | Year-to-Date September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 2,200,926 | | | $ | 1,927,057 | | | $ | 6,146,861 | | | $ | 5,613,359 | |
| Total operating expenses | (2,022,221) | | | (1,876,731) | | | (5,834,721) | | | (5,423,754) | |
| Operating income | $ | 178,705 | | | $ | 50,326 | | | $ | 312,140 | | | $ | 189,605 | |
| Operating ratio | 91.9 | % | | 97.4 | % | | 94.9 | % | | 96.6 | % |
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| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 2,200,926 | | | $ | 1,927,057 | | | $ | 6,146,861 | | | $ | 5,613,359 | |
| Truckload and LTL fuel surcharge | (348,096) | | | (206,168) | | | (891,612) | | | (587,306) | |
| Revenue, excluding truckload and LTL fuel surcharge | 1,852,830 | | | 1,720,889 | | | 5,255,249 | | | 5,026,053 | |
| | | | | | | |
| Total operating expenses | 2,022,221 | | | 1,876,731 | | | 5,834,721 | | | 5,423,754 | |
| Adjusted for: | | | | | | | |
| Truckload and LTL fuel surcharge | (348,096) | | | (206,168) | | | (891,612) | | | (587,306) | |
Amortization of intangibles 2 | (18,643) | | | (19,550) | | | (56,664) | | | (58,799) | |
Impairments 3 | — | | | (34,805) | | | (882) | | | (45,417) | |
Legal accruals and loss contingencies 4 | (1,200) | | | (509) | | | (2,499) | | | (770) | |
| | | | | | | |
Pre-acquisition U.S. Xpress tax assessment increase 5 | — | | | — | | | (8,228) | | | — | |
Severance 6 | — | | | (761) | | | (18,715) | | | (1,702) | |
Restructuring expense 7 | — | | | — | | | (200) | | | — | |
| Adjusted Operating Expenses | 1,654,282 | | | 1,614,938 | | | 4,855,921 | | | 4,729,760 | |
| Adjusted Operating Income | $ | 198,548 | | | $ | 105,951 | | | $ | 399,328 | | | $ | 296,293 | |
| Adjusted Operating Ratio | 89.3 | % | | 93.8 | % | | 92.4 | % | | 94.1 | % |
| | | | | | | |
1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income.
3 "Impairments" reflects the non-cash impairment:
•First quarter 2026 reflects non-cash impairments related to certain intangible assets (within the All Other Segments) and assets held for sale (within the Truckload segment).
•Third quarter 2025 impairments reflect the non-cash impairments of tradenames associated with the decision to rebrand the MME and DHE brands of our LTL businesses under the AAA Cooper brand (within the LTL segment), as well as certain discontinued software projects (within the Intermodal Segment), and certain real property leases (within the Truckload Segment). Second quarter 2025 impairments reflect non-cash impairments related to certain real property owned and leased (within the Truckload Segment). First quarter 2025 reflects non-cash impairments related to certain real property leases (within the Truckload segment).
4 "Legal accruals" are included in "Insurance and claims" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•Third quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements. During the second quarter of 2026, the Company recorded estimated legal expense for various legal matters and reduced the estimated amount reserved for a loss contingency related to our third-party carrier insurance business (within the All Other Segments). First quarter 2026 legal expense reflects the net increased estimated exposure for accrued legal matters based on recent settlement agreements.
•First and third quarter 2025 legal expense reflects the increased estimated exposure for accrued legal matters based on recent settlement agreements.
5 During the second quarter of 2026, the Company increased its estimate related to a pre-acquisition U.S. Xpress tax assessment (within the Truckload Segment) which is included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
6 "Severance expense" is included within "Salaries, wages, and benefits" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
7 "Restructuring expense" reflects costs incurred with the wind-down of Abilene Motor Express and is included within "Operations and maintenance" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
| | |
Non-GAAP Reconciliation (Unaudited): |
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| (Dollars in thousands, except per share data) |
| GAAP: Net income attributable to Knight-Swift | $ | 118,266 | | | $ | 7,861 | | | $ | 160,138 | | | $ | 72,743 | |
| Adjusted for: | | | | | | | |
| Income tax expense attributable to Knight-Swift | 44,463 | | | 7,388 | | | 66,711 | | | 31,684 | |
| Income before income taxes attributable to Knight-Swift | 162,729 | | | 15,249 | | | 226,849 | | | 104,427 | |
Amortization of intangibles 2 | 18,643 | | | 19,550 | | | 56,664 | | | 58,799 | |
Impairments 3 | — | | | 34,805 | | | 882 | | | 45,417 | |
Legal accruals and loss contingencies 4 | 1,200 | | | 509 | | | 2,499 | | | 770 | |
| | | | | | | |
Pre-acquisition U.S. Xpress tax assessment increase 5 | — | | | — | | | 8,228 | | | — | |
Severance expense 6 | — | | | 761 | | | 18,715 | | | 1,702 | |
Restructuring expense 7 | — | | | — | | | 200 | | | — | |
| | | | | | | |
Write-off of deferred debt issuance costs 8 | — | | | 2,020 | | | 1,514 | | | 2,020 | |
USX purchase price obligation mark-to-market adjustment 9 | — | | | — | | | 22,810 | | | — | |
| Adjusted income before income taxes | 182,572 | | | 72,894 | | | 338,361 | | | 213,135 | |
Provision for income tax expense at effective rate 10 | (46,707) | | | (21,613) | | | (85,482) | | | (59,303) | |
| Non-GAAP: Adjusted Net Income Attributable to Knight-Swift | $ | 135,865 | | | $ | 51,281 | | | $ | 252,879 | | | $ | 153,832 | |
| | | | | | | |
Note: Because the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| GAAP: Earnings per diluted share | $ | 0.72 | | | $ | 0.05 | | | $ | 0.98 | | | $ | 0.45 | |
| Adjusted for: | | | | | | | |
| Income tax expense attributable to Knight-Swift | 0.27 | | | 0.05 | | | 0.41 | | | 0.19 | |
| Income before income taxes attributable to Knight-Swift | 1.00 | | | 0.09 | | | 1.39 | | | 0.64 | |
Amortization of intangibles 2 | 0.11 | | | 0.12 | | | 0.35 | | | 0.36 | |
Impairments 3 | — | | | 0.21 | | | 0.01 | | | 0.28 | |
Legal accruals and loss contingencies 4 | 0.01 | | | — | | | 0.02 | | | — | |
| | | | | | | |
Pre-acquisition U.S. Xpress tax assessment increase 5 | — | | | — | | | 0.05 | | | — | |
Severance expense 6 | — | | | — | | | 0.11 | | | 0.01 | |
Restructuring expense 7 | — | | | — | | | — | | | — | |
| | | | | | | |
Write-off of deferred debt issuance costs 8 | — | | | 0.01 | | | 0.01 | | | 0.01 | |
USX purchase price obligation mark-to-market adjustment 9 | — | | | — | | | 0.14 | | | — | |
| Adjusted income before income taxes | 1.12 | | | 0.45 | | | 2.07 | | | 1.31 | |
Provision for income tax expense at effective rate 10 | (0.29) | | | (0.13) | | | (0.52) | | | (0.36) | |
| Non-GAAP: Adjusted EPS | $ | 0.83 | | | $ | 0.32 | | | $ | 1.55 | | | $ | 0.95 | |
| | | | | | | |
1Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net (loss) income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.
2Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 2.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7.
8"Write-off of deferred debt issuance costs" reflects the following:
•During the second quarter 2026 the Company made a full repayment of the Term A-2 loan and the partial paydown of the Term A-1 loan associated with the Senior Convertible Notes transaction.
•During third quarter 2025 the Company replaced the 2021 Debt Agreement and 2023 Debt Agreement with the 2025 Debt Agreement.
9Mark-to-market adjustment related to certain purchase price obligations associated with the acquisition of U.S. Xpress.
10For the third quarter of 2026, an adjusted effective tax rate of 25.6% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2026, an adjusted effective tax rate of 25.3% was applied in our Adjusted EPS calculation. For the third quarter of 2025, an adjusted effective tax rate of 29.6% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2025, an adjusted effective tax rate of 27.8% was applied in our Adjusted EPS calculation.
| | |
Non-GAAP Reconciliation (Unaudited): |
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
| Truckload Segment | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 1,410,251 | | | $ | 1,236,634 | | | $ | 3,959,760 | | | $ | 3,643,220 | |
| Total operating expenses | (1,287,169) | | | (1,200,733) | | | (3,710,475) | | | (3,517,299) | |
| Operating income | $ | 123,082 | | | $ | 35,901 | | | $ | 249,285 | | | $ | 125,921 | |
| Operating ratio | 91.3 | % | | 97.1 | % | | 93.7 | % | | 96.5 | % |
| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 1,410,251 | | | $ | 1,236,634 | | | $ | 3,959,760 | | | $ | 3,643,220 | |
| Fuel surcharge | (255,282) | | | (152,156) | | | (656,428) | | | (437,023) | |
| Intersegment transactions | (83) | | | (115) | | | (270) | | | (451) | |
| Revenue, excluding fuel surcharge and intersegment transactions | 1,154,886 | | | 1,084,363 | | | 3,303,062 | | | 3,205,746 | |
| | | | | | | |
| Total operating expenses | 1,287,169 | | | 1,200,733 | | | 3,710,475 | | | 3,517,299 | |
| Adjusted for: | | | | | | | |
| Fuel surcharge | (255,282) | | | (152,156) | | | (656,428) | | | (437,023) | |
| Intersegment transactions | (83) | | | (115) | | | (270) | | | (451) | |
Amortization of intangibles 2 | (1,552) | | | (1,775) | | | (4,654) | | | (5,325) | |
Impairments 3 | — | | | (3,551) | | | (50) | | | (14,163) | |
Legal accruals 4 | — | | | — | | | — | | | (82) | |
Pre-acquisition U.S. Xpress tax assessment increase 5 | — | | | — | | | (8,228) | | | — | |
Severance 6 | — | | | — | | | — | | | (625) | |
Restructuring expense 7 | — | | | — | | | (200) | | | — | |
| Adjusted Operating Expenses | 1,030,252 | | | 1,043,136 | | | 3,040,645 | | | 3,059,630 | |
| Adjusted Operating Income | $ | 124,634 | | | $ | 41,227 | | | $ | 262,417 | | | $ | 146,116 | |
| Adjusted Operating Ratio | 89.2 | % | | 96.2 | % | | 92.1 | % | | 95.4 | % |
| | | | | | | |
1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 6.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 7.
| | |
Non-GAAP Reconciliation (Unaudited): |
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
LTL Segment | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 434,517 | | | $ | 394,501 | | | $ | 1,223,029 | | | $ | 1,133,756 | |
| Total operating expenses | (409,576) | | | (396,194) | | | (1,179,994) | | | (1,104,422) | |
| Operating income (loss) | $ | 24,941 | | | $ | (1,693) | | | $ | 43,035 | | | $ | 29,334 | |
| Operating ratio | 94.3 | % | | 100.4 | % | | 96.5 | % | | 97.4 | % |
| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 434,517 | | | $ | 394,501 | | | $ | 1,223,029 | | | $ | 1,133,756 | |
| Fuel surcharge | (92,814) | | | (54,012) | | | (235,184) | | | (150,283) | |
| | | | | | | |
| Revenue, excluding fuel surcharge | 341,703 | | | 340,489 | | | 987,845 | | | 983,473 | |
| | | | | | | |
| Total operating expenses | 409,576 | | | 396,194 | | | 1,179,994 | | | 1,104,422 | |
| Adjusted for: | | | | | | | |
| Fuel surcharge | (92,814) | | | (54,012) | | | (235,184) | | | (150,283) | |
| | | | | | | |
Amortization of intangibles 2 | (4,432) | | | (4,949) | | | (14,008) | | | (14,996) | |
Impairments 3 | — | | | (28,800) | | | — | | | (28,800) | |
| | | | | | | |
| Adjusted Operating Expenses | 312,330 | | | 308,433 | | | 930,802 | | | 910,343 | |
| Adjusted Operating Income | $ | 29,373 | | | $ | 32,056 | | | $ | 57,043 | | | $ | 73,130 | |
| Adjusted Operating Ratio | 91.4 | % | | 90.6 | % | | 94.2 | % | | 92.6 | % |
| | | | | | | |
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT, MME, and DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
| | |
Non-GAAP Reconciliation (Unaudited): |
Segment Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio 1 — (Continued) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
| Logistics Segment | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP Presentation | (Dollars in thousands) |
| Revenue | $ | 138,974 | | | $ | 140,404 | | | $ | 406,278 | | | $ | 410,323 | |
| Total operating expenses | (130,553) | | | (133,567) | | | (390,407) | | | (392,796) | |
| Operating income | $ | 8,421 | | | $ | 6,837 | | | $ | 15,871 | | | $ | 17,527 | |
| Operating ratio | 93.9 | % | | 95.1 | % | | 96.1 | % | | 95.7 | % |
| Non-GAAP Presentation | |
| Revenue | $ | 138,974 | | | $ | 140,404 | | | $ | 406,278 | | | $ | 410,323 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total operating expenses | 130,553 | | | 133,567 | | | 390,407 | | | 392,796 | |
| Adjusted for: | | | | | | | |
| | | | | | | |
| | | | | | | |
Amortization of intangibles 2 | (1,150) | | | (1,164) | | | (3,473) | | | (3,492) | |
| | | | | | | |
| | | | | | | |
| Adjusted Operating Expenses | 129,403 | | | 132,403 | | | 386,934 | | | 389,304 | |
| Adjusted Operating Income | $ | 9,571 | | | $ | 8,001 | | | $ | 19,344 | | | $ | 21,019 | |
| Adjusted Operating Ratio | 93.1 | % | | 94.3 | % | | 95.2 | % | | 94.9 | % |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
| Intermodal Segment | 2026 | | 2025 | | 2026 | | 2025 |
| GAAP Presentation | (Dollars in thousands) |
| Revenue | $ | 122,876 | | | $ | 94,083 | | | $ | 329,853 | | | $ | 269,251 | |
| Total operating expenses | (120,119) | | | (96,381) | | | (327,867) | | | (276,790) | |
| Operating income (loss) | $ | 2,757 | | | $ | (2,298) | | | $ | 1,986 | | | $ | (7,539) | |
| Operating ratio | 97.8 | % | | 102.4 | % | | 99.4 | % | | 102.8 | % |
| Non-GAAP Presentation | |
| Revenue | $ | 122,876 | | | $ | 94,083 | | | $ | 329,853 | | | $ | 269,251 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total operating expenses | 120,119 | | | 96,381 | | | 327,867 | | | 276,790 | |
| Adjusted for: | | | | | | | |
| | | | | | | |
Impairments 3 | — | | | (2,454) | | | — | | | (2,454) | |
| Adjusted Operating Expenses | 120,119 | | | 93,927 | | | 327,867 | | | 274,336 | |
| Adjusted Operating Income (Loss) | $ | 2,757 | | | $ | 156 | | | $ | 1,986 | | | $ | (5,085) | |
| Adjusted Operating Ratio | 97.8 | % | | 99.8 | % | | 99.4 | % | | 101.9 | % |
| | | | | | | |
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the U.S. Xpress and UTXL acquisitions.
3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income, Adjusted Operating Expenses, and Adjusted Operating Ratio – footnote 3.
| | |
Non-GAAP Reconciliation (Unaudited): |
Free Cash Flow 1 |
| | | | | |
| Year-to-Date September 30, 2026 |
| |
| GAAP: Cash flows from operations | $ | 799,881 | |
| Adjusted for: | |
| Proceeds from sale of property and equipment, including assets held for sale | 190,071 | |
| Purchases of property and equipment | (616,747) | |
| Non-GAAP: Free cash flow | $ | 373,205 | |
| |
1Pursuant to the requirements of Regulation G, this table reconciles GAAP cash flows from operations to non-GAAP Free Cash Flow.