ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
OnJanuary 27, 2021 ,Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter endedDecember 31, 2020 . A copy of the Press Release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 7.01 of this Current Report is incorporated herein by reference. ITEM 7.01 REGULATION FD DISCLOSURE The information in this Current Report that is furnished under Items 2.02 and 7.01, including the exhibits 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. OnSeptember 8, 2017 , pursuant to the Agreement and Plan of Merger, dated as ofApril 9, 2017 , bySwift Transportation Company ("Swift"),Bishop Merger Sub, Inc. , a direct wholly-owned subsidiary of Swift, ("Merger Sub"), andKnight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight surviving as a direct wholly-owned subsidiary of Swift (the "2017 Merger"). Knight was the accounting acquirer and Swift was the legal acquirer in the 2017 Merger. In accordance with the accounting treatment applicable to the 2017 Merger, throughout Exhibit 99.2, the reported results do not include the results of operations of Swift and its subsidiaries on and prior to the 2017 Merger date ofSeptember 8, 2017 (the "2017 Merger Date"). However, where indicated, certain unaudited historical information of Swift and its subsidiaries on and prior to the 2017 Merger Date, including their results of operations and certain operating statistics (collectively, the "Swift Historical Information"), has been provided in Exhibit 99.2. Management believes that presentation of the Swift Historical Information will be useful to investors. The Swift Historical Information has not been prepared in accordance with the rules of theSecurities and Exchange Commission , including Article 11 of Regulation S-X, and it therefore does not reflect any of the pro forma adjustments that would be required by Article 11 of Regulation S-X. The Swift Historical Information does not purport to indicate the results that would have been obtained had the Swift and Knight businesses been operated together during the periods presented, or which may be realized in the future. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Description Exhibit 99.1Knight-Swift Transportation Holdings Inc. Press Release Announcing Financial Results for the Quarter EndedDecember 31, 2020 Exhibit 99.2Knight-Swift Transportation Holdings Inc.
Fourth Quarter 2020 Earnings
Presentation Exhibit 104 Cover Page Interactive Data File The information in Items 2.02, 7.01, and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached earnings presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with theSecurities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
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