KNX 10-K Annual Report Dec. 31, 2021 | Alphaminr
Knight-Swift Transportation Holdings Inc.
ALPHAMINR

KNX 10-K Fiscal year ended Dec. 31, 2021

Balance Sheet
Cash Flow
Income Statement
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Introduction and Basis Of PresentationNote 2 Summary Of Significant Accounting PoliciesNote 3 Recently Issued Accounting PronouncementsNote 4 AcquisitionsNote 5 InvestmentsNote 6 Equity InvestmentsNote 7 Trade Receivables, NetNote 8 Notes Receivable, NetNote 9 Assets Held For SaleNote 10 Goodwill and Other Intangible AssetsNote 11 Accrued Payroll and Purchased TransportationNote 12 Claims AccrualsNote 13 Income TaxesNote 14 Accounts Receivable SecuritizationNote 15 Debt and FinancingNote 16 LeasesNote 17 Defined Benefit Pension PlanNote 18 Purchase CommitmentsNote 19 Contingencies and Legal ProceedingsNote 20 Share Repurchase PlansNote 21 Stock-based CompensationNote 22 Weighted Average Shares OutstandingNote 23 Fair Value MeasurementNote 24 Related Party TransactionsNote 25 Information By Segment, Geography, and Customer ConcentrationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9cdisclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. 10-k Summary

Exhibits

2.1* Agreement and Plan of Merger, dated as of April 9, 2017, by and among Swift Transportation Company, Bishop Merger Sub, Inc., and Knight Transportation, Inc. Incorporated by reference to Exhibit 2.1 of Form8-K filed on April 13, 2017 2.2* Stock Purchase Agreement, dated as of July 5, 2021, by and among AAA Cooper Transportation, the Stockholders of AAA Cooper Transportation, Knight-Swift Transportation Holdings Inc., and Reid B. Dove, in his capacity as Sellers Representative Incorporated by reference to Exhibit2.2of Form10-Q for the quarter endedSeptember 30, 2021 3.1 Fourth Amended and Restated Certificate of Incorporation of Knight-Swift Transportation Holdings Inc. Incorporated by reference to Exhibit 3.1 of Form10-Q for the quarter ended June 30, 2020 3.2 Fourth Amended and Restated By-laws of Knight-Swift Transportation Holdings Inc. Incorporated by reference to Exhibit 3.1 of Form 8-K filed on February 9, 2022 4.1 Description of the Registrants Securities Filed herewith 10.1 Credit Facility by and among, Knight-Swift Transportation Holdings Inc., the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, and Bank of America, N.A. and PNC Bank National Association as Co-Syndication Agents, dated September 29, 2017 Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2017 10.2** Knight Transportation, Inc. 2012 Equity Compensation Plan Incorporated by reference to Appendix A to Knight's Definitive Proxy Statement on Schedule 14A filed April 6, 2012. 10.3** Knight Transportation, Inc. Form of Stock Option Grant Agreement - Amended and Restated 2003 Stock Option and Equity Compensation Plan or 2012 Equity Compensation Plan Incorporated by reference to Exhibit 10.5 to Knight's Report on Form 10-K for the year ended December 31, 2012 10.4** Knight Transportation, Inc. Amended and Restated 2015 Omnibus Incentive Plan Incorporated by reference to Exhibit 99.1 to Knight's Report on Form 8-K filed on April 29, 2015 10.5** Knight Transportation, Inc. Amended and Restated 2003 Stock Option and Equity Compensation Plan Incorporated by reference to Appendix B of Knight's Definitive Proxy Statement on Schedule 14A filed April 10, 2009 10.6** Swift Transportation Company 2007 Omnibus Incentive Plan, effective October 10, 2007, as amended and restated on December 15, 2010 Incorporated by reference to Exhibit 10.5 of Form 10-K for the year ended December 31, 2010 10.7** Swift Corporation Form of Option Award Notice 2007 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.6 to Form S-1 Registration Statement No. 333-168257 filed on July 22, 2010 10.8** Swift Transportation Co., Inc. Retirement Plan, effective January 1, 1992, amended and restated on January 1, 2007 Incorporated by reference to Exhibit 10.7 to Form S-1 Registration Statement No. 333-168257 filed on July 22, 2010 10.9** Swift Transportation Company Form of Option Award Notice - 2007 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.2 of Form 8-K filed on February 28, 2013 10.10** Swift Transportation Company Form of Restricted Stock Grant Award Notice - 2014 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.13 of Form 10-K for the year ended December 31, 2015 10.11** Swift Transportation Company Form of Restricted Stock Unit Award Notice - 2014 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 2015 10.12** Swift Transportation Company Form of Non-Qualified Stock Option Award Notice - 2014 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.15 of Form 10-K for the year ended December 31, 2015 10.13** Swift Transportation Company Form of Performance Unit Award Notice - 2014 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.16 of Form 10-K for the year ended December 31, 2015 10.14 Amended and Restated Receivables Purchase Agreement by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers from time to time party thereto, the various Related Committed Purchasers from time to time party thereto, the various Purchase Agents from time to time party thereto, the various LC Participants from time to time party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated June 14, 2013 Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2013 10.15 First Amendment to Amended and Restated Receivables Purchase Agreement by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers party thereto, the various Related Committed Purchasers party thereto, the various Purchase Agents party thereto, the various LC Participants party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated September 25, 2013 Incorporated by reference to Exhibit 10.19 of Form 10-K for the year ended December 31, 2015 10.16 Second Amendment to Amended and Restated Receivables Purchase Agreement by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers party thereto, the various Related Committed Purchasers party thereto, the various Purchase Agents party thereto, the various LC Participants party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated March 31, 2015 Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2015 10.17 Third Amendment to Amended and Restated Receivables Purchase Agreement by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers party thereto, the various Related Committed Purchasers party thereto, the various Purchase Agents party thereto, the various LC Participants party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated December 10, 2015 Incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2015 10.18** Swift Transportation Company Deferred Compensation Plan, as amended and restated Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended March 31, 2016 10.19** First Amendment to Swift Transportation Company Deferred Compensation Plan, as amended and restated Incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended March 31, 2016 10.20** Second Amendment to Swift Transportation Company Deferred Compensation Plan, as amended and restated Incorporated by reference to Exhibit 10.25 of Form 10-K for the year ended December 31, 2018 10.21** Third Amendment to Swift Transportation Company Deferred Compensation Plan, as amended and restated Incorporated by reference to Exhibit 10.26 of Form 10-K for the year ended December 31, 2018 10.22 Stockholders Agreement, dated as of April 9, 2017 among Swift Transportation Company, Jerry Moyes, Vickie Moyes, Jerry and Vickie Moyes Family Trust Dated 12/11/87, an Arizona grantor trust, LynDee Moyes Nester, Michael Moyes, and the Persons that may join from time to time Incorporated by reference to Exhibit 10.3 of Form 8-K filed on April 13, 2017 10.23 Stockholders Agreement, dated as of April 9, 2017, among Swift Transportation Company, Gary J. Knight, The Gary J. Knight Revocable Living Trust dated May 19, 1993, as amended, and the Persons that may join from time to time Incorporated by reference to Exhibit 10.4 of Form 8-K filed on April 13, 2017 10.24 Stockholders Agreement, dated as of April 9, 2017, among Swift Transportation Company, Kevin P. Knight, The Kevin and Sydney Knight Revocable Living Trust dated March 25, 1994, as amended, and the Persons that may join from time to time Incorporated by reference to Exhibit 10.5 of Form 8-K filed on April 13, 2017 10.25 Letter Agreement, dated as of April 9, 2017, by and between Swift Transportation Company and Jerry Moyes Incorporated by reference to Exhibit 10.6 of Form 8-K filed on April 13, 2017 10.26** Swift Transportation Company Form of Restricted Stock Unit Award Notice (Executive) - 2014 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.2 of Form 8-K filed on May 31, 2017 10.27** Swift Transportation Company Form of Restricted Stock Unit Award Notice (Standard) - 2014 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.3 of Form 8-K filed on May 31, 2017 10.28** Knight-Swift Transportation Holdings Inc. Amended and Restated 2012 Employee Stock Purchase Plan Incorporated by reference to Exhibit 10.39 of Form 10-K for the year ended December 31, 2017 10.30** Knight-Swift Transportation Holdings Inc. Form of Restricted Stock Unit Award Notice - 2014 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.41 of Form 10-K for the year ended December 31, 2017 10.31 Third Omnibus Amendment and Consent, by and among the Originators party thereto, Knight-Swift Transportation Holdings Inc., as successor by merger with Swift Transportation Company, Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the Conduit Purchasers party thereto, the Related Committed Purchasers party thereto, the Purchaser Agents party thereto, the LC Participants party thereto and PNC Bank, National Association, as LC Bank and as administrator Incorporated by reference to Exhibit 10.42 of Form 10-K for the year ended December 31, 2017 10.32 Fourth Amendment to Amended and Restated Receivables Purchase Agreement, by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers party thereto, the various Related Committed Purchasers party thereto, the various Purchase Agents party thereto, the various LC Participants party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated July 11, 2018 Incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2018 10.33** Form of RSU Award Notice 2018 (Share Settled) Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2019 10.34** Form of PU Award Notice 2018 (Share Settled) Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2019 10.35** Form of RSU Award Notice 2018 (Cash Settled) Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2019 10.36** Form of PU Award Notice 2018 (Cash Settled) Incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2019 10.37** Form of RSU Award Notice 2019 (Share Settled) Incorporated by reference to Exhibit 10.42 of Form 10-K for the year ended December 31, 2019 10.38** Form of Relative PU Award Notice 2019 (Share Settled) Incorporated by reference to Exhibit 10.43 of Form 10-K for the year ended December 31, 2019 10.39** Form of Target PU Award Notice 2019 (Share Settled) Incorporated by reference to Exhibit 10.44 of Form 10-K for the year ended December 31, 2019 10.40** Form of RSU Award Notice 2019 (Cash Settled) Incorporated by reference to Exhibit 10.45 of Form 10-K for the year ended December 31, 2019 10.41** Form of Relative PU Award Notice 2019 (Cash Settled) Incorporated by reference to Exhibit 10.46 of Form 10-K for the year ended December 31, 2019 10.42** Form of Target PU Award Notice 2019 (Cash Settled) Incorporated by reference to Exhibit 10.47 of Form 10-K for the year ended December 31, 2019 10.43 First Amendment to the Knight-Swift Transportation Holding Inc. Amended and Restated 2012 Employee Stock Purchase Plan Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2020 10.44** Form of RSU Award Notice 2020 Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2020 10.45 First Amendment to Credit Facility, dated October 2, 2020 Incorporated by reference to Exhibit 10.45 of form 10-K for the year ended December 31, 2020 10.46** Form of Target PU Award Notice 2020 (Share Settled) Incorporated by reference to Exhibit 10.46 of form 10-K for the year ended December 31, 2020 10.47 Fifth Amendment to Amended and Restated Receivables Purchase Agreement, by and among Swift Receivables Company II, LLC, Swift Transportation Services, LLC, the various Conduit Purchasers party thereto, the various Related Committed Purchasers party thereto, the various Purchase Agents party thereto, the various LC Participants party thereto, and PNC Bank, National Association, as administrator and LC Bank, dated April 23, 2021. Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2021 10.48* Credit Agreement, dated as of July 6, 2021, by and among Knight-Swift Transportation Holdings Inc. and Bank of America, N.A. Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2021 10.49* Credit Agreement, dated as of September 3, 2021, by and among Knight-Swift Transportation Holdings Inc., the lenders thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender, and Wells Fargo Bank, National Association and PNC Bank National Association, as Co-Syndication Agents Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2021 21.1 Subsidiaries of Knight-Swift Transportation Holdings Inc. Filed herewith 23.1 Consent of Grant Thornton LLP 23.1 31.1 Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by David A. Jackson, the Company's Chief Executive Officer (principal executive officer) Filed herewith 31.2 Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Adam W. Miller, the Company's Chief Financial Officer (principal financial officer) Filed herewith 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by David A. Jackson, the Company's Chief Executive Officer Furnished herewith 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Adam W. Miller, the Company's Chief Financial Officer Furnished herewith