April 10, 2017
Dear Swift Owner/Operator:
This morning, we announced that Swift Transportation and Knight Transportation have reached an
agreement to operate under common ownership. Both companies will continue to run independently and
will maintain separate brands. Bringing together these two long-standing, industry-leading trucking
companies means a combined strength of resources, allowing us to improve safety and better our
customer and driver experiences. The joint press release we issued this morning provides further details
about the transaction. It is now available, along with FAQs, on our O/O portal and on our website.
Swift is offering an Independent Contractor Capacity Retention Bonus to all eligible Swift independent
contractors in recognition of your commitment to the success of this business. Those eligible will include
all independent contractors with active ICOAs – Independent Contractor Operating Agreements –
between May 1, 2017 and the close of the transaction. It is anticipated the transaction will close in the
third quarter of 2017. Please see Independent Contractor Capacity Retention Bonus letter for more
Also, I want you to know that I have chosen to pursue other opportunities following the close of the
transaction. Likewise, our CFO, Ginnie Henkels, has chosen to step down at that time. I want to assure
you that Knight’s leadership team is committed to the same principles and level of integrity that we live by
every day, and I have confidence that they will continue working toward our vision.
Once the transaction is completed, Kevin Knight, Knight’s current Executive Chairman, will assume the
role of Swift President. Ginnie and I will continue at Swift until the close of the transaction to ensure a
seamless transition. I’m proud of all we have accomplished together, and promise that I will continue to
root all of you on in the future.
For the sake of open communication and transparency, I invite all of you to join Ginnie and me on a
Company-wide conference call, this afternoon, at 4:30 PM (ET)/1:30 PM (PT). The call-in number is (844)
236-5642, in the U.S., and (562) 508-4617, outside the U.S. The event passcode is 4785913.
To maximize efficiency, I will address the organization and then answer your pre-submitted questions.
Please submit all questions in the form of an email to AskRichard@Swifttrans.com, prior to 3:00 PM
(ET)/12:00 PM (PT), today. That will allow me to answer as many questions as possible.
If you receive any questions from other Independent Contractors, please refer them to the press release
on our website or have them email communications@Swifttrans.com.
I thank you for your continued hard work and dedication to SWIFT and I want you to know that I am
confident that SWIFT’s future holds even greater opportunities for you, in the future.
President & CEO
Additional Information and Where to Find It
Investors and security holders are urged to carefully review and consider each of Swift Transportation
Company’s (the “Company”) and Knight Transportation, Inc.’s (“Knight”) public filings with the Securities
and Exchange Commission (the “SEC”), including but not limited to their Annual Reports on Form 10-K,
their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The
documents filed by the Company with the SEC may be obtained free of charge at Company’s website at
http://investor.swifttrans.com/ or at the SEC’s website at http://www.sec.gov. These documents may also be
obtained free of charge from the Company by requesting them in writing to 2200 S. 75th Ave., Phoenix,
AZ 85043, or by telephone at 1-800-800-2200. The documents filed by Knight with the SEC may be
obtained free of charge at Knight’s website at http://www.knighttrans.com or at the SEC’s website at
http://www.sec.gov. These documents may also be obtained free of charge from Knight by requesting them in
writing to 20002 N 19th Ave, Phoenix, AZ 85027, or by telephone at 602-269-9700.
In connection with the proposed transaction, the Company intends to file a registration statement on Form
S-4 with the SEC which will include a joint proxy statement of Knight and the Company and a prospectus
of the Company, and each party will file other documents regarding the proposed transaction with the
SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF THE COMPANY AND KNIGHT ARE URGED TO CAREFULLY READ THE ENTIRE
REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, WHEN THEY
BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive
joint proxy statement/prospectus will be sent to the shareholders of each party seeking the required
shareholder approval. Investors and security holders will be able to obtain the registration statement and
the joint proxy statement/prospectus free of charge from the SEC’s website or from the Company or
Knight as described above. The contents of the websites referenced above are not deemed to be
incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Certain Information Regarding Participants
The Company and its directors and executive officers may be deemed participants in the solicitation of
proxies in connection with the proposed transaction. You can find information about the Company’s
directors and executive officers in its definitive proxy statement for the 2016 Annual Meeting of
Stockholders, which was filed with the SEC on April 22, 2016, and in other documents filed with the SEC
by the Company and its directors and executive officers. Additional information regarding the interests of
these directors and executive officers in the proposed transaction will be included in the registration
statement, joint proxy statement/prospectus or other documents filed with the SEC if any when they
become available. You may obtain these documents (when they become available) free of charge at the
SEC’s web site at http://www.sec.gov and from the Company as described above.
No Offer or Solicitations
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the U.S. Securities Act of 1933, as amended.