What the changes say
- Fuel recovery, shortages, and rail capacity disruptions receive more detailed treatment, including surcharge lag and potential service interruptions.
- 2025 goodwill and tradename impairments totaling $71.8 million are now disclosed as evidence of intangible-asset risk.
- Labor disruption exposure expands to rail employees and U.S. ports, while broader litigation and insurance uncertainty is emphasized.
- Regulatory discussion adds softened driver requirements and the 2025 OBBBA, while environmental-and-societal language replaces broader ESG terminology.
What changed since the prior 10-K
New
- NewStrategic Risk
and financial condition if we are unable to pass increased costs on to customers through rate increases or fuel surcharges
Diesel price spikes, regional costs, surcharge recovery lags, and widespread fuel shortages could reduce results if costs cannot be passed through.
- NewOperational Risk
could create cargo claims, and could reduce the reliability, timeliness, efficiency, and overall attractiveness of our rail-based intermodal services
Rail strikes, price increases, limited railroad contracts, capacity constraints, and third-party provider instability could disrupt or eliminate intermodal services.
- NewOperational Risk
If the independent contractors we contract with were ever re-classified as employees, the magnitude of this risk would increase. "Industry Regulation" in Part I, Item 1 of this Annual Report, provides discussion of labor and employment laws applicable to our business and operations
Port strikes or prolonged labor disputes could disrupt imported freight and domestic supply chains, while contractor reclassification would increase labor exposure.
- NewOperational Risk
rest periods, overtime eligibility, and failure to pay for all hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the defendants
Class actions, regulatory claims, inadequate reserves or insurance, and rising premiums could make litigation costs exceed expected amounts.
Dropped
- DroppedOperational Risk
forced to incur substantial expense to retrofit existing engines or make capital expenditures to update our fleet. As a result, our business, results of operations, and financial condition could be negatively affected
- DroppedOperational Risk
These legal proceedings have resulted, and may result in the future, in the payment of substantial settlements or damages and increases in our insurance costs
Reworded
- 87% rewrittenStrategic Risk
If fuel prices increase significantly or fuel availability becomes scarce, our results of operations could be adversely affected
The current text is truncated and omits prior references to financial condition, customer pass-through, and fuel-surcharge limitations.
- 73% rewrittenFinancial Risk
We could determine that our goodwill and other indefinite-lived intangibles are impaired, thus recognizing a related impairment loss
The company reports $28.8 million of tradename impairments tied to MME and DHE rebranding and $43.0 million tied to ending Abilene operations.
- 71% rewrittenOperational Risk
We depend on third-party capacity providers, and service instability from these transportation providers could increase our operating costs and reduce our ability to offer intermodal and brokerage services, which could adversely affect our revenue, results of operations, and customer relationships
The discussion adds rail work stoppages, insufficient network capacity, weather, and accidents as reasons for higher costs or unstable intermodal service.
- 59% rewrittenOperational Risk
Compliance with various environmental laws and regulations to which our operations are subject may increase our costs of operations, and non-compliance with such laws and regulations could result in substantial fines or penalties
No substantive change; the same spills, hazardous-substance releases, contamination, and regulatory violations remain identified.
- 56% rewrittenOperational Risk
Increasing attention on environmental and societal matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks
The discussion narrows from ESG, including diversity and inclusion, to environmental and societal matters.
Was: Increasing attention on environmental, social, and governance (ESG) matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks
- 49% rewrittenFinancial Risk
Changes in taxation could lead to an increase of our tax exposure and could affect the Company’s financial results
The 2025 OBBBA is now identified, including permanent bonus depreciation and interest limitations, with regulations still needed to assess full effects.
- 48% rewrittenOperational Risk
Difficulties attracting and retaining qualified driving associates or increases in driving associate compensation could have a materially adverse effect on our profitability and the ability to maintain or grow our fleet
The heading now expressly identifies higher driving-associate compensation as a potential profitability and fleet-growth risk; the supporting discussion is unchanged.
- 47% rewrittenOperational Risk
We operate in a highly regulated industry, and changes in existing regulations or violations of existing or future regulations could have a materially adverse effect on our operations and profitability
The company adds that softened driver requirements could increase freight-market supply and adversely alter supply-demand balance.
- 43% rewrittenOperational Risk
Litigation may adversely affect our business, financial condition, and results of operations
- 40% rewrittenOperational Risk
Changes to trade regulation, export controls, quotas, duties or tariffs, caused by the changing US and geopolitical environments or otherwise, may increase our costs and adversely affect our business
Was: Changes to trade regulation, quotas, duties or tariffs, caused by the changing US and geopolitical environments or otherwise, may increase our costs and adversely affect our business
- 39% rewrittenStrategic Risk
Global conflicts could adversely impact our business and financial results
- 31% rewrittenStrategic Risk
We operate in a highly competitive and fragmented industry, and numerous competitive factors could limit growth opportunities and could have a materially adverse effect on our results of operations
- 28% rewrittenOperational Risk
In addition, we suffer from a high turnover rate of driving associates and independent contractors. This high turnover rate requires us to spend significant resources on recruiting and retention
- 28% rewrittenOperational Risk
"Seasonality" in Part I, Item 1 of this Annual Report, discusses in detail how seasonality could impact our operations
- 26% rewrittenOperational Risk
Insuring risk through our captive insurance companies could adversely impact our operations
- 23% rewritten
Strategic Operational Compliance Financial
- 20% rewrittenOperational Risk
Developments in labor and employment law and any unionizing efforts by employees or employees of related businesses could have a materially adverse effect on our results of operations
Was: Developments in labor and employment law and any unionizing efforts by employees could have a materially adverse effect on our results of operations
All 42 risk factors
Headings as the filing states them, in filing order.
Other
- 01Strategic Operational Compliance Financial23% rewritten
Strategic Risk
- 02Our business is subject to economic, credit, business, and regulatory factors that are largely beyond our control, any of which could have a materially adverse effect on our results of operations
- 03We operate in a highly competitive and fragmented industry, and numerous competitive factors could limit growth opportunities and could have a materially adverse effect on our results of operations31% rewritten
- 04KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC
- 05Declines in demand for our used revenue equipment could result in decreased equipment sales, resale values, and gains on sales of assets
- 06If fuel prices increase significantly or fuel availability becomes scarce, our results of operations could be adversely affected87% rewritten
- 07and financial condition if we are unable to pass increased costs on to customers through rate increases or fuel surchargesNew
- 08Global conflicts could adversely impact our business and financial results39% rewritten
- 09We are subject to certain risks arising from doing business in Mexico
- 10We may not make acquisitions in the future, or if we do, we may not be successful in our acquisition strategy
Operational Risk
- 11We may not grow substantially in the future and we may not be successful in sustaining or improving our profitability
- 12We derive a significant portion of our revenues from our major customers, the loss of one or more of which could have a materially adverse effect on our business
- 13Retail and discount retail customers account for a substantial portion of our freight. Accordingly, our results may be more susceptible to trends in unemployment and retail sales than carriers that do not have this concentration
- 14We depend on third-party capacity providers, and service instability from these transportation providers could increase our operating costs and reduce our ability to offer intermodal and brokerage services, which could adversely affect our revenue, results of operations, and customer relationships71% rewritten
- 15could create cargo claims, and could reduce the reliability, timeliness, efficiency, and overall attractiveness of our rail-based intermodal servicesNew
- 16Insurance and claims expenses could significantly reduce our earnings
- 17Insuring risk through our captive insurance companies could adversely impact our operations26% rewritten
- 18If we are unable to recruit, develop, and retain our key employees, our business, financial condition, and results of operations could be adversely affected
- 19Difficulties attracting and retaining qualified driving associates or increases in driving associate compensation could have a materially adverse effect on our profitability and the ability to maintain or grow our fleet48% rewritten
- 20In addition, we suffer from a high turnover rate of driving associates and independent contractors. This high turnover rate requires us to spend significant resources on recruiting and retention28% rewritten
- 21Our leasing arrangements with independent contractors expose us to risks that we do not face with our company driving associates
- 22We have operations and business lines in ancillary areas that may increase risk or impair our financial position
- 23The impact of climate change, weather, and other catastrophic events and seasonality could have a materially adverse effect on our infrastructure, results of operations and profitability or make our results of operations and profitability more volatile
- 24"Seasonality" in Part I, Item 1 of this Annual Report, discusses in detail how seasonality could impact our operations28% rewritten
- 25We operate in a highly regulated industry, and changes in existing regulations or violations of existing or future regulations could have a materially adverse effect on our operations and profitability47% rewritten
- 26Receipt of an unfavorable DOT safety rating or an unfavorable ranking under the CSA program could have a material adverse effect on our profitability and operations
- 27Ineffective internal controls could have a negative impact on our business, results of operations, and our reputation
- 28Compliance with various environmental laws and regulations to which our operations are subject may increase our costs of operations, and non-compliance with such laws and regulations could result in substantial fines or penalties59% rewritten
- 29Developments in labor and employment law and any unionizing efforts by employees or employees of related businesses could have a materially adverse effect on our results of operations20% rewritten
- 30If the independent contractors we contract with were ever re-classified as employees, the magnitude of this risk would increase. "Industry Regulation" in Part I, Item 1 of this Annual Report, provides discussion of labor and employment laws applicable to our business and operationsNew
- 31If our independent contractors are deemed by regulators or the judicial process to be employees, our business, financial condition, and results of operations could be adversely affected
- 32Litigation may adversely affect our business, financial condition, and results of operations43% rewritten
- 33rest periods, overtime eligibility, and failure to pay for all hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the defendantsNew
- 34Changes to trade regulation, export controls, quotas, duties or tariffs, caused by the changing US and geopolitical environments or otherwise, may increase our costs and adversely affect our business40% rewritten
- 35Increasing attention on environmental and societal matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks56% rewritten
Financial Risk
- 36We have significant ongoing capital requirements that could affect our profitability if our capital investments do not match customer demand, we are unable to generate sufficient cash from operations, or we are unable to obtain financing on favorable terms
- 37In the future, we may need to obtain additional financing that may not be available or, if it is available, may result in a reduction in the percentage ownership of our then-existing stockholders
- 38Our debt agreements contain restrictions that limit our flexibility in operating our business
- 39We could determine that our goodwill and other indefinite-lived intangibles are impaired, thus recognizing a related impairment loss73% rewritten
- 40If our investments in entities are not successful or decrease in market value, we may be required to write off or lose the value of a portion or all of our investments, which could have a materially adverse effect on our results of operations
- 41Changes in taxation could lead to an increase of our tax exposure and could affect the Company’s financial results49% rewritten
- 42We may change our dividend policy at any time
Other Knight-Swift Transportation Holdings 10-Ks
- FY2024 10-K risk factors40 risks
Knight-Swift faces extreme cyclicality, intense freight rate competition, and high operational capital requirements across its truckload and LTL networks.
Filed Feb 20, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.