ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
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, 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 ExhibitKnight-Swift Transportation Holdings Inc. Press Release Announcing 99.1 Financial Results for the Quarter EndedDecember 31, 2019 ExhibitKnight-Swift Transportation Holdings Inc. Fourth Quarter 2019 99.2 Earnings Presentation Exhibit Cover Page Interactive Data File 104
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 the
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