Good afternoon. My name is Franz, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Knight-Swift Transportation Second Quarter 2018 Earnings Call. All lines have been placed on mute to prevent any background noise. Speakers for today's call will be Dave Jackson, President and CEO; Kevin Knight, Executive Chairman; and Adam Miller, CFO. Mr. Miller, the meeting is now yours.

Thank you, Franz; and good afternoon, everyone, and thank you for joining the call. We have slides to accompany the call posted on our Investor website, which is investor.knight-swift.com/events. Our call is scheduled to go until 5:30 PM Eastern Time, and will be structured similarly to our calls in the past. Following our commentary, we'll hope to answer as many questions as time will allow. If we're not able to get your question due to time restrictions, you may call 602-606-6349. During this call, we plan to cover topics on and any questions specific to the results of the second quarter, provide an update on the merger and provide guidance for the next two quarters. The rules for questions remain the same as in the past, one question per participant. If you have a second question, please feel free to get back into the queue to ask your question. We'll try to answer as many questions as time allows for. To begin, I'll first refer you to the disclosures on page 2 and 3 of the presentation. I'll also read the following: This conference call and presentation may contain forward-looking statements made by the company that involve risks, assumptions and uncertainties that are difficult to predict. Investors are directed to the information contained in Item 1A Risk Factors, or Part 1 of the company's Annual Report on Form 10-K filed with the United States SEC for a discussion of the risks that may affect the company's future operating results. Actual results may differ. We'll now move to slide 4 to discuss the results of the second quarter. The table on slide 4 compares second quarter revenue and earnings results on a year-over-year basis. An important item to note, however, is that, due to the accounting requirements associated with the merger…

Thanks, Adam, and hello, everyone. I'm going to start with slide 7, hopefully to provide a bit of strategic context now that we are Knight-Swift Transportation Holdings Inc., which combines the largest and most efficient truckload carrier network with a proven model for industry-leading profitability. Our approach to improving returns and growing net income has been leveraged to every previous acquisition, including, for example, Fayard/Fastway Systems, Edwards Brothers, Roads West, Barr-Nunn, and most recently Abilene. The Knight-Swift merger has likewise recognized significantly improved returns and net income through the first three quarters since the transaction. The accountability created through the organizational alignment, the visibility created through the internal financial reporting and the use of proprietary technology to evaluate rates, lanes and commitments have led to significant, and most importantly, long-term sustainable returns and income improvements. The network created by Swift is unmatched in several ways. It's taken over 50 years to build and create. Knight is 28 years in progress with a similar decentralized network and is the most recent company to do so. These types of decentralized heavily transactional terminals and service centers are not easily replicated. And few, if any, have even tried in the last two decades. Irregular-route truckload transportation consists of the largest portion of all truckload transportation in the country. It also is the most difficult to operate. It's by far the most in demand and creates the most value for the supply chain. We love our regular route and the competitive barriers that it creates due to its complexity and operational demands. We've seen dramatic improvement in this segment for each company and expect to see Swift results align more closely to Knight's over time. The dedicated truckload marketplace was very competitive throughout the downturn in part due to many carriers leaving the more…

Thanks, Dave. I appreciate everybody being on the call with us today. I remember back prior to the merger, my biggest concern was how would Knight perform when so many of us are over helping the good folks at Swift reach their profit potential. And I feel an enormous amount of gratitude for the good work that is being done at Knight. Maybe I'll walk you back in history, just a little bit if I could. When we went public, Alex. Brown took us public, and John Larkin and Rob Irwin (14:10) are the guys that took us public at Alex. Brown. And I remember at the time, we were 250 trucks, give or take. And the number one question that I got on a road show was, okay, you guys can do this when you're at 250 trucks, what are you going to do when you've got 500 trucks? Or what are you going to do when you got 1,000 trucks? How are you going to operate it in 80% OR with that much equipment? Because all your competitors are telling us that the reason you're able to do it is because you're so small. And I simply answered, I don't know why we wouldn't. I don't know how we couldn't. And so I just I can't help, but reflect back on how that was. I remember when we were on that road show John and Rob (15:06) said, hey, what do we do with our folks that we take around is, we keep tracking how many 10% orders you get. And so we're going to give you a batting average. And I said, hey, that's way too easy. I said I'd much rather we go free throw percentage because free throw percentage is much higher than a batting…

Thank you, Kevin. So if you move on to slide 11. So we've decided to revert back to our similar past practices and we're now introducing guidance for the next two quarters. So based on the current truckload market and recent trends, our expected ranges for the third quarter of 2018 is $0.56 to $0.60 of adjusted EPS. Our expected range for adjusted EPS in the fourth quarter of 2018 is $0.68 to $0.72. When I lay out some of the assumptions made by management to come up with these estimates, we expect rates to continue to improve sequentially for both our OTR and dedicated fleets in both Knight and Swift. We expect sequential adjusted operating ratio improvement in each of the Swift segments. We expect the Knight Trucking segment adjusted operating ratio to remain in the high-70s as Dave previously noted. We expect truck count to stabilize in the back half for Swift and to remain essentially flat from the second quarter truck count at Knight. We expect both company driver wages and owner operator expenses to remain inflationary. We expect Logistics to continue to grow profitably, and we expect gain on sale to trend down slightly during the back half of the year. And again, as I previously noted, our tax rate we assume that to be around 24% for the back half of the year. So these estimates represent management's best estimates based on current information available. Actual results may differ materially from these estimates. We would refer you to the Risk Factors section of the company's Annual Report for a discussion of the risk that may affect results. So this concludes our prepared remarks. And again, we'd like to remind you this call will end at 5:30 Eastern Time. We'll answer as many questions as time will allow. If we don't get your question, feel free to call 602-606-6349. We'll do our best to follow up promptly and we'll now turn it over for question.

Good, Franz. We're ready for that first question.

Your first question comes from the line from Ken Hoexter from Bank of America. You may ask your question.

Great. Good afternoon. Thank you for the outlook, Adam, and for the details there. But maybe, if we can dig into what went wrong at part of Swift and I mean particularly within the Refrigerated side, just given the focus that management has had on the operational turn, it seems like you've taken a bit of a step back on the Refrigerated side. You noted that there are some things you're working on. Maybe you can discuss in a little bit greater detail to understand how to fix it and the timeframe to get there.

Yes. So maybe I'll touch a little bit on the Swift results and we'll dive into Refrigerated and, Kevin, feel free to jump in if you have any additional comments. Look, we're not looking at Swift as, say, something went wrong with Swift. If we look at all of our segments other than Refrigerated, we've made some meaningful improvements in our operating ratio. We are able to convert the rate improvement that we've made to improvements in the operating ratio and did so at levels that most in our space those who have reported thus far haven't been able to do. We may have lost a few more trucks than we would have liked. But as Kevin noted, we're evaluating our business and we're building a stronger foundation with our driver base and we feel confident that we're able to stabilize that in the back half of the year. In Refrigerated, we did a deeper dive into that business. There's different chunks in how that's made up. And there's one piece that that clearly hasn't been working. And we've got a team around the table that is highly engaged with our customers. We have a clear path of what we want to achieve and we're around the table with them on a regular basis to develop a pathway to be able to implement some of those changes in the coming quarters, which we expect to improve the results in that business.

Yeah, and, Ken, I would just add, I think we were very clear from the beginning that we expected that our work at Swift to get Swift where we want to get Swift and where the people at Swift want to get Swift would take two or three years. And the fact of the matter is we got off to a very good start in the fourth quarter of last year, because we had a very strong market, but we weren't really addressing any of the foundational issues yet. And so – but we had a plan that once we come into the first part of the year we've got to address these foundational issues to make sure that Swift can see its way to the promised land. So that's basically what we've done. And there is – as far as I'm concerned, there's nothing going wrong at Swift. So everything that I'm involved with I feel like we're making very good progress on, and I believe that our people are extremely engaged and basically have a good clear understanding of what our expectations are from a return on invested capital perspective, from an OR perspective and really what we need to do in order to get there. So you might see it as though maybe there's something wrong, but I sure as heck don't.

Right. And just to add that, I think it was encouraging to see the sequential improvement that we saw from April to May and then from May to June and again to reiterate we expect that momentum to continue into the third quarter.

Perhaps maybe I wasn't clear enough. I wasn't talking about Swift overall, Kevin and Adam. I'm more specific to Refrigerated segment where you had a 98% OR up from 94.7%. I'm just trying to understand you mentioned there were a couple of things you were working on to fix it. It seems like you are admitting that even that OR was not on track.

Yeah. Well, I would say that OR is not on track. But in my mind, all ORs weren't ever going to be on track and there would be setbacks along the way. So yeah, I am absolutely with you, Ken. That OR Refrigerated is not on track, but we're doing everything we need to do to make sure that we get the returns on that business where we need to get them.

All right. Thank you.

Your next question comes from the line of Ravi Shanker. Your line is open. Ravi Shanker - Morgan Stanley & Co. LLC: Thanks. Good evening, everyone. Can I just follow up on that a little bit more, because I think this is important to try and get a sense of what those initiatives are in the Refrigerated business and just for us to understand how long it will take to fix that remaining 20% of the business, if you will, that you highlight as not running at full strength? So can you give us any color on what exactly is wrong and what are the steps you are taking and is this a matter of a few months, a few quarters, a few years, or just how structural changes are?

Yeah. First off, Ravi, we won't discuss the specifics. But, what I will say is that basically, we have identified the areas that need support in that business. And we know the things that we need to do in order to get that business where it needs to get. So literally, if we do really well, we'll get it where it needs to be in two to three or four quarters. If it takes us a little longer, it might take us a year or two. But I don't expect that it will. But we're just – these are very important customers of ours. We're very good in that segment of our business. We've improved the operating ratio in our Refrigerated business by over 300 basis points with the exception of this specific section of the business that I'm talking about. And so you just got to hang in there. You just got to bear with us as we continue to do our work. Ravi Shanker - Morgan Stanley & Co. LLC: Okay. And just as a follow-up. Can you just talk about again overall given the current environment and where rates are right now and the strength of the market right now? Can you just talk about what you're seeing heading into peak season while at the same time having this bit of a overhang on tariffs? How would you characterize the overall pricing and volume environment as we go into peak season here?

Yeah, go ahead.

Hey, Ravi. I'll just – I'll jump in there. We continue to see things very strong. In the broader economy, things continue to move very quickly. We haven't seen impact from tariffs at least in our business or in a way that we can correlate changes that are anything other than what you seasonally would see. So far every season since the fourth quarter, since early in the fourth quarter, has been much stronger than the normal seasonality. So on the demand side, it hasn't looked this good in a long, long time over a decade. You'd have to go back to the last time that we saw economic expansion which was over 10 years ago. So that outlook looks really good. I think when we talk about 80% of our business that is really exceeding expectation represents the largest group of trucks in the whole country and really is a multiple of the next closest. And for that to perform at the low 80s, for us to be sitting here a year later with 5% more total revenue and 47% more net income or operating income than what we would have had a year ago and for a firm 25% the size of the largest player to come in and do this. Boy, there's a lot of very exciting positive things. We expected on April 10, 2017 when we had the announcement, we expected to make meaningful progress over a three-year timeframe. We've had three quarters and we've arguably done at least two years' worth of progress, maybe more, in three quarters. And the good news is, we could have never expected the kind of positive freight demand, the positive larger macroeconomy on top of all the scarcity and barriers that have been created on the supply side. And so the outlook continues to be very positive. You have to remember that on September 8, when we closed the deal, we found Swift already overcommitted, arguably committed to more loads than it had trucks possible to fulfill. And so some of those were more of the one-year persuasion, and others were over a longer period of time. And so the Refrigerated business has more than its fair share of more complex arrangements and agreements. And so we'll continue to address that and the good news that gives us even more confidence than just the fact that we're – experience is in our wheelhouse, we know how to do this, what gives us even more confidence is the fact that we're in an environment that we've maybe never seen this good.

Yeah. And I would just add, Ravi, from Swift's perspective, I think our momentum is really good on the rate front, and we don't see anything that is going to change that. I think we just feel very positive about what's going to happen from a market perspective at Swift over the next couple of quarters as we work our way through peak. Ravi Shanker - Morgan Stanley & Co. LLC: Great. Thank you.

Your next question comes from the line of Brad Delco from Stephens. Your line is open.

Yeah, good afternoon, Dave, Adam and Kevin.

Hello, Brad.

Dave, I just want to ask the obvious question here. When we see multiples contract, it's essentially a perception of earnings risk, and I think one of the unique things about Knight is that it has a pretty high variable cost structure and we haven't really seen a lot of earnings declines even in like the economic recessions we saw in 2008 and 2009. I believe the market is saying that they think if things were to slow down that we would see a lot of earnings risk at Swift, which is now a little bit more than half of your operating income. So maybe could you or Kevin or both comment on what the variable versus fixed costs are at Knight and Swift and how quickly can we get Swift to resemble what we've seen historically with Knight?

You got a few questions in there, Brad. So I'll answer the ones that I heard and maybe Kevin can clean up the rest. I think that over time, Knight has enjoyed a premium multiple to earnings. And I think that's largely been predicated on the fact that it had return on invested capital that was typically double-digits and exceeded the weighted average cost of capital. Swift historically has not exceeded its weighted average cost of capital. And so, looking at a forward P/E there over the last 10 or 15 years, Swift has been more like 13 times a forward P/E and Knight has been closer to 21 times. The stock seems to right now favor the Swift valuation. Now I will tell you that Swift valuation looking – when you look at return on invested capital, which looks at net income after tax, that ROIC would have been at closer to a 39% to 40% historic tax rate where it now is a 24% to 25%. So arguably, the ROIC profile of even the previous earnings should merit maybe even more of a multiple. But that being said, I think we understand – I don't think it's justified, but I think we understand that there might be some uncertainty or even risk that some individuals might feel with a deal of the size that we did. Hopefully, every quarter gives people a little bit of confidence that the trajectory of this business is much more in line with the kind of returns that have been historically aligned with Knight Transportation and not with Swift. And so when you see – we heard the issues and Kevin gave the great anecdote earlier, but we heard the issues before, is Knight just going to become mediocre from a returns and it's been nothing close to that. And I think that that speaks to the strong foundation that has been created at Knight. And so it is with that same experience and that same outlook that we're working through things over at Swift.

Maybe I could add, Dave. Brad, you talked about the variable cost structure of the business and really most of what we're going to see in improving our cost model at Swift, it just takes time. When you've got driver hire costs that are significantly higher than at Knight, it takes time to improve on that. When you have less efficiency in your head count, it takes time to improve on that. When you talk about transforming the quality of your driver ranks that takes time to improve on that. When you talk about all of the cost savings that we've put into effect, well many of those costs play out over a four-year period, which is our equipment trade cycle, those things take a little bit of time. So basically, with the things we have in place right now, we are going to continue to see costs in very difficult areas to achieve cost savings, support that lower variable cost model that we have. And just from my perspective, before the analyst community determined what our earnings estimate should be, if when we did this merger, if you'd have told me we were going to make $0.44 in the first quarter and $0.56 in the second quarter, I'd have signed up. But you guys just got a little ahead of yourself. So I don't know how else to explain it. You got way ahead of me. I know that. So, but hey, Brad, we're doing the right things, we're addressing the right issues. And hey, for those of you who have been with us for the last 28 years, I think your confidence level should be really high.

Great. Great. Thanks guys for the color there.

Thanks, Brad.

Your next comes from the line of Tom Wadewitz from UBS. Your line is open.

Hi, Tom.

Hey, Kevin, Dave, Adam. Appreciate the time. I wanted to see – I think one of the things is just the attrition in drivers at Swift Truckload. I think at the end of the first quarter you said that it was stabilizing and then there was some further attrition in second quarter. Can you give us some numbers that would just a little more visibility to the progression, perhaps like a driver count at the end of May, June at the present something like that?

Yeah. I'm not going to give you what you asked for, but I'll give you something. And first off, Tom, the first conference call we had, we had some attrition and everybody said there was concern. And I said, hey guys, you got to give us two or three quarters. Now, I don't know what I said last conference call for sure, but my thought has always been it's going to take two to three quarters to do this. Now, through that process, as we started that foundational improvement that I've talked about in terms of our market dynamics, of course we found pieces of business that just weren't working. And if we didn't get a certain amount of rate, they weren't going to work. And so what we chose to do is we chose to present that rate and what happened is the customer chose to say, hey, I'd rather take my chances on the Street. So that certainly contributed to what you saw this quarter. To put it in perspective, we exited several large dedicated buildings, and those exits are complete now. And so basically, that should give you just a little bit of comfort. But the most important number to me is in the last six weeks, the number of potential drivers coming into our system versus exiting our system is zero. We've had as many people come in as we've had come out. That is a first for Swift in many years. And that even includes the number of our drivers that are transferring into our independent contractor program. So considering we're in the summer gold rooms, and considering this is usually a difficult time of year as far as drivers are concerned, we're very optimistic. Now I got to tell you. We are working around…

Yeah. Well, that's helpful. I appreciate it. I hope you don't mind if I ask one follow-on. You had mentioned, Kevin, in your comment on with Street expectations that were – got a bit out of hand. So it sounds like you do have a pretty good idea of what the forward look might be. When you look at 2019, I think the Street – the $2.78, it could be that things are slower this year but you still get there. I don't know if this is probably an unfair question. But do you think that people are ahead to where you're going to be in 2019? Or do you think that's been the realm of possibilities that you could get to bearing in mind that maybe it's a little slower second half this year than we have been modeling?

Yeah. No, I'm going to answer, Tom, because you asked me the question, but then I'm going to ask Adam to make sure I didn't say something I shouldn't have said. But no, I don't think the expectations for 2019 are outside the realm of possibilities. So no, I think we're okay. Adam?

Yeah. Obviously we're not giving any guidance out. We've given our guidance for the back half of the year. But we certainly look at where the Street has us for 2019. And based on where it's at, we don't think it's unreasonable. Now, certainly, we'll provide and update on that. We'll start to give guidance into the first quarter the next quarter. But hey, we feel like we have a really good momentum. We like where we're at from a synergy perspective. We've got our businesses – businesses making year-over-year improvement. We have one segment, the Refrigerated segment where we feel like there's a lot of opportunity and we have a good pathway to improve that business. And we think there's a lot of upside from where we're at.

Thanks, Tom.

Okay. Great. Thank you for the time. I appreciate it.

Your next question comes from the line of Amit Mehrotra from Deutsche Bank. Your line is open.

Thanks, operator. Hi, everybody. So just – I understand the commentary around the 80% of the business is performing well. But when we look at truckload specifically for Swift – sorry, Swift Truckload, the OR of 87.4% is actually higher than what Swift is able to do on a standalone basis in the second quarters of each year 2013, 2014 and 2015. So I fully appreciate the year-on-year improvement. That's great. But given all the changes you've made with respect to the pricing and the reorganization of the sales force in terms of how they report, plus the underlying demand in pricing environment, I just would have imagined this is something even better given the seasonal tailwind. So if you could just helpful us with that and ultimately when you look at 2019 that 87.4% OR, where do you see that trending to on a sustainable basis would be helpful as well. Thanks very much.

Yeah. First off, Amit, what you got to understand in 2013 and 2014, is you had fuel prices headed south; you had gain on sale headed north like we had never seen. And so at the end of the day, you can go back and look at numbers four or five years old, but it's just a different day, it's a different environment. What we do is we look forward and we look at where we are today. And for us, the day of dawning was where Swift was in September 8, 2017. And so that's basically how we look at it. So in terms of – from what we inherited to where – to the progress that we're making, we feel like it's good progress and we feel like we're on course, and we feel like we'll continue to make more progress. So, Adam, you look like you have something you want to talk about.

Well, just in terms of just truckload, if we look at our operating income on a year-over-year basis, that's improved 48% even on the smaller fleet that was mentioned earlier. And Kevin noted we didn't we didn't merge with Swift from 2013, 2014 and 2015. We merged with the Swift and had a different set of commitments, a difficult driver market and a different cost structure that they had then and we've gone through a very extensive process to make improvements in that business. And we have good momentum. And we expect that to continue to improve like we saw the second quarter play out with incremental improvements throughout the year.

Yeah. And, Amit, I would just add, we wouldn't have got Swift on par value. You understand what I'm saying or close to par value in 2013 or 2014. So we got what we got.

Yeah.

(57:09)

And the 87.4% OR, does that trend down to the low 80s as we look out next year, I mean do you...?

We sure hope so.

Yeah, Amit, if you look at the trends, Swift has seen historically from the second quarter to the third quarter, typically OR has increased. So they deteriorate from second quarter to third quarter. We expect to improve the cadence of that earnings. We expect to see the operating ratio to continue to improve from second to third quarter.

So, Amit, I'm feeling left out of this. So let me jump in here, that 87.4% that you quote was an improvement year-over-year of 560 basis points of the truckload companies that have released at least prior to today, because some may have already snuck out here at the same time ours did. But there's only one company that improved their OR better than that in the entire industry. And it was Knight Transportation that improved just shy of 700 basis points on the OR. So what you're seeing, in fact, what we saw in that truckload space is we saw the Swift business actually drop even more to the bottom line from an OR from their rate improvement than even Knight did. And so when you look at those fundamentals, there are some very strong things that are happening within the business. So we appreciate...

Let me stop there, because I think there's a minute before I'll get one more question in so I'll hop off. Thank you for answering my questions.

Okay. So unfortunately, we have additional people in the queue that we have run out of time as it is now 5:30 Eastern Time. We appreciate those of you that have joined our call today and for your interest in our company. Have a wonderful evening.

This concludes today's conference call. Thank you for participating. You may now disconnect.