Knight Swift Transportation : 8-K

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FORM 8-K

Knight-Swift Transportation Holdings Inc. - KNX

Filed: January 17, 2019 (period: January 17, 2019)

Report of unscheduled material events or corporate changes.

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2019

___________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________________________________

Delaware

(State or other jurisdiction of incorporation)

001-35007 (Commission File Number)

20-5589597

(IRS Employer Identification No.)

20002 North 19th Avenue, Phoenix, Arizona

(Address of principal executive offices)

85027 (Zip Code)

[phone]

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 17, 2019, Knight-Swift Transportation Holdings Inc., a Delaware corporation (the "Company"), announced updates to its earnings guidance for the fourth quarter of 2018 and the first quarter of 2019 and announced earnings guidance for the second quarter of 2019.

The information in this Current Report that is furnished under this Item 2.02, including the exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit

Description

Exhibit 99

Press Release: Knight-Swift Transportation Holdings Inc. Announces Updated Earnings Guidance

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Knight-Swift Transportation Holdings Inc.

(Registrant)

Date:

January 17, 2019

/s/ Adam W. Miller Adam W. Miller

Chief Financial Officer

EXHIBIT 99

KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

ANNOUNCES UPDATED EARNINGS GUIDANCE

PHOENIX, ARIZONA - January 17, 2019 - Knight-Swift Transportation Holdings Inc. (NYSE: KNX) today announced updates to its earnings guidance for the fourth quarter of 2018 and the first quarter of 2019 and announced earnings guidance for the second quarter of 2019.

• • Based on preliminary results, the company now expects Adjusted EPS for the fourth quarter of 2018 will range from $0.91 to $0.93 (which is an update from the previously announced expectation of $0.71 to $0.75).

• • The company now expects Adjusted EPS for the first quarter of 2019 will range from $0.52 to $0.55 (which is an update from the previously announced expectation of $0.50 to $0.54).

• • The company expects Adjusted EPS for the second quarter of 2019 will range from $0.62 to $0.66.

Adjusted EPS reflects US GAAP diluted earnings per share after adding back the after-tax impact of intangible amortization expense, impairments, and severance expense associated with certain organizational changes at Swift.

The updates to the expected Adjusted EPS range for the fourth quarter of 2018 and first quarter of 2019 are based on several factors that positively affected earnings across the company's reportable segments, including increases in revenue per loaded mile, excluding fuel surcharge, improved safety results, lower fuel costs, and meaningful improvements in the adjusted operating ratios across the Swift reportable segments.

Knight-Swift Transportation Holdings Inc. is a provider of multiple truckload transportation and logistics services using a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating North America's largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.

This press release contains certain statements that may be considered 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 such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to expected Adjusted EPS. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Adjusted EPS is subject to various risks and uncertainties, including, but not limited to current beliefs, assumptions, and expectations of management, and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Readers should review and consider the factors that may affect future results and other disclosures in the Risk Factors section of Knight-Swift Transportation Holdings Inc.'s Annual Reports on Form 10-K for the year ended December 31, 2017, and various disclosures in our Quarterly Reports on Form 10-Q, press releases, stockholder reports, and other filings with the SEC. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein.

Contact: David Jackson, President and CEO, or Adam Miller, CFO - [phone]