Key Takeaways Knight-Swift stock has plunged 27.6% over the year, underperforming the trucking industry's 23.4% decline.Earnings estimates for KNX have been revised lower, reflecting a decline in broker confidence.Knight-Swift expects its third-quarter 2025 adjusted earnings to be in the range of 36-42 cents per share.Shares of Knight-Swift Transportation Holdings Inc. (KNX) have had an unimpressive run in a year. Shares of this company have plunged 27.6% in the same period, underperforming the transportati ...

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Group 1: Earnings Estimates and Market Outlook - Susquehanna Financial Group has cut earnings estimates for asset-based truckload carriers by mid-single- to low-double-digit percentages ahead of the third-quarter earnings season, indicating a soft market outlook [1] - Analyst Bascome Majors has reduced fourth-quarter forecasts for most truckload-related companies, projecting that the truckload market is unlikely to see upward price and margin momentum in the near term [2] - Third-quarter earnings-per-share estimates were cut by 12% for Schneider National and 11% for Werner Enterprises, with smaller reductions of 6% for J.B. Hunt and 5% for Knight-Swift [3] Group 2: Market Conditions and Consumer Spending - Concerns have been raised regarding consumer spending through the holiday season, with July being noted as the peak for container imports [4] - The Contract Load Accepted Volume Index indicates potential mid- to high-single-digit declines in spot rates for the fourth quarter if current trends continue [5] - The National Truckload Index shows that spot rates are slightly ahead of year-ago levels, suggesting a stable but cautious market environment [6] Group 3: Future Projections and Industry Dynamics - Fourth-quarter earnings estimates were cut by high-single digits, with Werner experiencing a 16% reduction, and 2026 estimates were also revised down by 9% to 17% [7] - Despite the downward revisions, there is a more constructive outlook for next year as the truckload supply side is expected to rationalize more rapidly into 2026 [7] - Knight-Swift Transportation's rating was downgraded to "neutral" due to the lower EPS outlook, with a new share price target set at $43, down from $52 [8]

Core Viewpoint - Knight-Swift Transportation Holdings Inc. has secured a new $2.5 billion credit facility to consolidate its debt under more favorable terms, despite facing revenue challenges in the second quarter of 2025 [2][3]. Group 1: Credit Facility - On July 8, 2025, Knight-Swift acquired a new $2.5 billion unsecured credit facility, replacing a previous $2.3 billion credit facility and a $250 million term loan [2]. - The new facility includes a $1.5 billion revolving line of credit and two term loans, with maturity dates extending to 2030 [2]. - This move is expected to consolidate the company's current debt under more favorable terms [2]. Group 2: Q2 Earnings Report - On July 23, 2025, Knight-Swift reported a net income of $34.2 million and an adjusted net income of $57.2 million for Q2 [3]. - The company experienced a decline in revenue due to softness in demand on the West Coast, particularly with a 13.8% year-over-year decline in the Intermodal segment [3]. Group 3: Investor Interest - Following the earnings report, the company's EVP Operations, Michael Liu, sold 3,420 shares valued at $148,462 [4]. - Knight-Swift has the backing of 43 hedge funds and an analyst forecast indicating a 20.62% upside potential, attracting investors in the freight market [4]. Group 4: Company Background - Knight-Swift Transportation Holdings Inc. was formed by the 2017 merger of Knight Transportation and Swift Transportation, and is headquartered in Arizona [5]. - It is currently one of the largest full truckload carriers in the industry [5].

Core Insights - Knight-Swift Transportation Holdings Inc. (KNX) reported second-quarter 2025 adjusted earnings of 35 cents per share, beating the Zacks Consensus Estimate by a penny and improving 45.8% year over year, within the guided range of 30-38 cents [1][10] - Total revenues reached $1.86 billion, slightly missing the Zacks Consensus Estimate by 0.4% but improving 0.8% year over year; revenues excluding truckload and LTL fuel surcharge grew 1.9% year over year to $1.67 billion [1] Financial Performance - Total operating expenses decreased 0.3% year over year to $1.78 billion [2] - Truckload segment revenues totaled $1.07 billion, down 2.7% year over year due to a 2.8% decrease in loaded miles; adjusted segmental operating income grew 87.5% year over year to $58.40 million, with an adjusted operating ratio falling 260 basis points to 94.6% [3] - The Less-Than-Truckload (LTL) segment generated revenues of $337.72 million, up 28.4% year over year, driven by a 21.7% increase in shipments per day; adjusted segmental operating income decreased 36.8% year over year to $23.35 million, with an adjusted operating ratio rising 720 basis points to 93.1% [4][5] - Logistics segment revenues amounted to $128.29 million, down 2.6% year over year, with an adjusted operating income increase of 13.3% year over year to $6.71 million [5] - Intermodal revenues totaled $84.06 million, down 13.8% year over year, with a segment operating ratio increasing 230 basis points to 104.1% [6] - Revenues from All Other Segments increased 9% year over year to $74.44 million, attributed to warehousing and leasing businesses [7] Liquidity and Guidance - Knight-Swift ended the second quarter with cash and cash equivalents of $216.32 million, up from $209.48 million in the prior quarter; long-term debt decreased to $1.39 billion from $1.41 billion [8] - For Q3 2025, KNX expects adjusted earnings per share in the range of 36-42 cents, with truckload segment revenues expected to increase in the low single-digit percent sequentially and LTL segment revenues projected to grow between 20% and 25% year over year [11][12]

[PART I FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements reflect stable total assets at $12.5 billion and increased net income and EPS for H1 2025 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Summary (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $1,444,018 | $1,448,741 | | **Property and equipment, net** | $4,616,069 | $4,703,385 | | **Goodwill** | $3,962,142 | $3,962,142 | | **Total Assets** | **$12,523,435** | **$12,698,532** | | **Total Current Liabilities** | $1,625,012 | $1,706,751 | | **Total Liabilities** | $5,390,517 | $5,581,727 | | **Total Stockholders' Equity** | $7,132,918 | $7,116,805 | | **Total Liabilities and Stockholders' Equity** | **$12,523,435** | **$12,698,532** | [Condensed Consolidated Statements of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Income Statement Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $1,861,940 | $1,846,654 | $3,686,302 | $3,669,121 | | **Operating Income** | $72,616 | $63,460 | $139,279 | $84,015 | | **Net Income Attributable to Knight-Swift** | $34,243 | $20,300 | $64,882 | $17,665 | | **Diluted EPS** | $0.21 | $0.13 | $0.40 | $0.11 | | **Dividends Declared per Share** | $0.18 | $0.16 | $0.36 | $0.32 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary - Year-to-Date (in thousands) | Cash Flow Activity | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $325,929 | $310,700 | | **Net cash used in investing activities** | ($189,617) | ($258,841) | | **Net cash used in financing activities** | ($161,586) | ($182,288) | | **Net decrease in cash, restricted cash, and equivalents** | ($25,274) | ($130,429) | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company operates four reportable segments: Truckload, LTL, Logistics, and Intermodal. As of June 30, 2025, the company operated an average of **21,610 tractors** in its Truckload segment and **4,108 tractors** in its LTL segment[22](index=22&type=chunk) - On July 30, 2024, the company acquired the operating assets of Dependable Highway Express, Inc. (DHE) for a total consideration of **$185.0 million**, funded by borrowing on the 2021 Revolver. The goodwill from this acquisition is expected to be tax-deductible[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - The effective tax rate for Q2 2025 was **29.2%**, down from **37.2%** in Q2 2024. For the year-to-date period, the rate was **27.5%** in 2025 compared to **32.4%** in 2024, primarily impacted by an increase in pre-tax income[37](index=37&type=chunk) - On July 8, 2025, the company entered into a new **$2.5 billion** unsecured credit facility (the "2025 Debt Agreement"), which replaced the 2021 Debt Agreement and the 2023 Term Loan. This new facility includes a **$1.5 billion** revolver and two term loans totaling **$1.0 billion**[59](index=59&type=chunk)[63](index=63&type=chunk) - As of June 30, 2025, the company had outstanding commitments to purchase revenue equipment of **$416.4 million** for the remainder of 2025[67](index=67&type=chunk) - No share repurchases were made during the quarter or year-to-date periods ended June 30, 2025. The company has **$200.0 million** remaining under its 2022 share repurchase plan[74](index=74&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports significant operating income growth in H1 2025, driven by Truckload improvements, while LTL expansion costs pressured margins amid soft freight demand [Executive Summary](index=31&type=section&id=Executive%20Summary) - Consolidated operating income increased **65.8%** to **$139.3 million**, and net income attributable to Knight-Swift increased **267.3%** to **$64.9 million** for the first half of 2025 compared to the same period in 2024[112](index=112&type=chunk) - **Truckload:** Achieved a **96.3%** operating ratio (**95.1% adjusted**) in H1 2025, with a **1.3%** reduction in Adjusted Operating Expenses per mile[113](index=113&type=chunk) - **LTL:** Operating ratio was **95.8%** (**93.6% adjusted**) in H1 2025. Margins were negatively impacted by start-up costs from opening ten new locations[113](index=113&type=chunk) - **Logistics:** Achieved a **96.0%** operating ratio (**95.2% adjusted**) in H1 2025, with revenue increasing **4.4%** year-over-year[113](index=113&type=chunk) - **Intermodal:** Experienced a **103.0%** operating ratio in H1 2025, with declines in both revenue per load (**-1.3%**) and load count (**-4.3%**)[113](index=113&type=chunk) - Generated **$325.9 million** in operating cash flow and **$153.7 million** in Free Cash Flow during H1 2025. As of June 30, 2025, the company had **$216.3 million** in unrestricted cash[113](index=113&type=chunk) [Market Trends and Company Outlook](index=33&type=section&id=Market%20Trends%20and%20Company%20Outlook) - The second quarter experienced unprecedented trade actions, causing volatility and a general softness in freight demand, especially on the West coast, which differed from typical seasonal trends[117](index=117&type=chunk)[118](index=118&type=chunk) - The company is expanding its LTL network and seeing robust volume growth, but this expansion, along with integration costs, is currently pressuring margins[119](index=119&type=chunk) - **Q3 2025 Outlook:** - **Truckload:** Revenue up low single-digits sequentially - **LTL:** Revenue (ex-fuel) growth of **20-25%** YoY; Adjusted Operating Ratio to improve **100-200 bps** sequentially - **Logistics:** Revenue and Adjusted Operating Ratio to be fairly stable sequentially - **Intermodal:** Load count to improve high single-digits sequentially; operating loss to improve[121](index=121&type=chunk)[122](index=122&type=chunk)[127](index=127&type=chunk) - Full-year 2025 net cash capital expenditures are expected to be in the range of **$525 million** to **$575 million**[127](index=127&type=chunk) [Results of Operations — Segment Review](index=36&type=section&id=Results%20of%20Operations%20%E2%80%94%20Segment%20Review) Segment Operating Income (Loss) - Q2 2025 vs Q2 2024 (in thousands) | Segment | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **Truckload** | $45,420 | $23,483 | | **LTL** | $18,333 | $33,049 | | **Logistics** | $5,547 | $4,759 | | **Intermodal** | ($3,429) | ($1,717) | | **All Other Segments** | $6,745 | $3,886 | | **Total Operating Income** | **$72,616** | **$63,460** | - **Truckload (Q2):** Adjusted Operating Ratio improved **260 bps** to **94.6%** YoY, driven by a **2.6%** reduction in Adjusted Operating Expenses per mile. Miles per tractor improved **4.0%** YoY[147](index=147&type=chunk) - **LTL (Q2):** Revenue (ex-fuel) grew **28.4%** YoY, with shipments per day up **21.7%**. Adjusted Operating Ratio was **93.1%**, a **110 bps** sequential improvement from Q1 2025, but down from **85.9%** in Q2 2024 due to expansion costs[154](index=154&type=chunk) - **Logistics (Q2):** Adjusted Operating Ratio was **94.8%**. Revenue decreased **2.6%** YoY as an **11.7%** decline in load count was mostly offset by a **10.6%** increase in revenue per load[163](index=163&type=chunk) - **Intermodal (Q2):** Operating ratio increased to **104.1%**. The segment was significantly impacted by a **12.4%** decrease in load count and a **1.6%** decline in revenue per load[168](index=168&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) Sources of Liquidity as of June 30, 2025 (in thousands) | Source | Amount | | :--- | :--- | | Cash and cash equivalents, excluding restricted cash | $216,320 | | Availability under 2021 Revolver | $784,961 | | Availability under 2023 RSA | $270 | | **Total unrestricted liquidity** | **$1,001,551** | - Expected net cash capital expenditures for full-year 2025 are projected to be between **$525 million** and **$575 million**, primarily for replacing equipment and investing in the terminal network[247](index=247&type=chunk) - On July 8, 2025, the company replaced its 2021 Revolver with a new 2025 Revolver maturing in 2030. As of that date, **$810.0 million** was available under the new facility[248](index=248&type=chunk) - The company had a working capital deficit of **$181.0 million** as of June 30, 2025, primarily due to the current classification of the 2023 RSA, which it intends to refinance before its October 2025 maturity[253](index=253&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports that there have been no material changes from the market risks previously disclosed in its 2024 Annual Report on Form 10-K - There have been no material changes from the market risks discussed in the section entitled "Quantitative and Qualitative Disclosures About Market Risk" set forth in Part II, Item 7A of our 2024 Annual Report[263](index=263&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded the company's disclosure controls were effective as of June 30, 2025, with no material changes to internal controls during the quarter - The principal executive officer and principal financial officer have concluded that the company's disclosure controls and procedures are effective as of the end of the period covered by the report[264](index=264&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[265](index=265&type=chunk) [PART II OTHER INFORMATION](index=64&type=section&id=PART%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) Information regarding the company's legal proceedings is incorporated by reference from Note 9 of the condensed consolidated financial statements - Information about legal proceedings is detailed in Note 9 of the financial statements[269](index=269&type=chunk) [Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2024 Annual Report - The company refers to the risk factors described in its 2024 Annual Report, indicating no material changes[270](index=270&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase common stock in Q2 2025, retaining **$200.0 million** for future repurchases under its 2022 plan - No shares were repurchased during the period from April 1, 2025, to June 30, 2025[271](index=271&type=chunk) - As of June 30, 2025, the approximate dollar value of shares that may yet be purchased under the plan is **$200,041,000**[271](index=271&type=chunk) [Other Information](index=64&type=section&id=Item%205.%20Other%20Information) During the second quarter of 2025, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025[272](index=272&type=chunk) [Exhibits](index=65&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and CFO as required by the Sarbanes-Oxley Act of 2002 - Exhibits filed include CEO and CFO certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act[275](index=275&type=chunk)

Financial Data and Key Metrics Changes - Revenue, excluding fuel surcharge, increased by 1.9% year over year, while adjusted operating income improved by 17.2% or $15.2 million year over year [12] - GAAP earnings per diluted share for the second quarter were $0.21, a 61.5% year over year increase, and adjusted EPS was $0.35, a 45.8% year over year increase [12] - Consolidated adjusted operating ratio was 93.8%, which was 80 basis points better than the prior year [12] Business Line Data and Key Metrics Changes - Truckload revenue, excluding fuel surcharge, decreased by 2.7% year over year, with loaded miles declining by 2.8% [14] - The LTL segment grew revenue, excluding fuel surcharge, by 28.4% year over year, driven by a 21.7% increase in shipments per day [20] - The Logistics segment experienced a revenue decline of 2.6% year over year, driven by an 11.7% decrease in load count [26] - The Intermodal segment saw a revenue decline of 13.8% year over year, with a 12.4% decrease in load count [27] Market Data and Key Metrics Changes - There was a general softness in freight demand for most of the quarter, especially on the West Coast, although a mild lift in freight opportunities was noted near the end of the quarter [6][7] - The effective tax rate was 29.2% on GAAP results and 28% on non-GAAP results, both lower year over year but higher than previously projected [12] Company Strategy and Development Direction - The company is focused on maintaining strong service levels while expanding its LTL network and customer base, despite pressures on margins due to expansion costs [9] - The company is committed to disciplined pricing and intense cost control to position itself for current volatility and potential opportunities [17] - Multiple initiatives are underway to accelerate the normalization of operational fundamentals and regain efficiencies in cost performance [9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in being well-positioned to capitalize on future opportunities despite uncertainty in the freight market [10] - The company anticipates that as freight flows normalize, realized revenue per mile will recover [14] - Management noted that discussions with customers regarding potential projects during peak season are encouraging, indicating that one-way capacity is becoming more valuable [10] Other Important Information - The company opened three new service centers and replaced another with a larger facility during the quarter, focusing on growing existing investments [24] - The company projects adjusted EPS for the third quarter to be in the range of $0.36 to $0.42, assuming stable conditions and some seasonality [30] Q&A Session Summary Question: General outlook on supply and demand equilibrium - Management noted that capacity is slowly exiting the market, and demand appears stable, with some early signs of strength in July [36][40] Question: Truckload earnings growth outlook - Management expects mid-cycle margins in the truckload segment to operate in the mid-80s, with potential for improvement as the market stabilizes [46][48] Question: LTL segment performance and cost management - Management highlighted the importance of optimizing costs and leveraging technology to improve margins in the LTL segment [56][62] Question: Fourth quarter guidance and CapEx adjustments - Management refrained from providing specific fourth quarter guidance due to uncertainty but indicated that CapEx adjustments are primarily related to facility and IT investments [70][72] Question: Impact of brokers on market pricing - Management acknowledged that increased transparency in the market is leading to faster cycles, with brokers playing a role in the dynamics of supply and demand [100][102]

Financial Data and Key Metrics Changes - Revenue, excluding fuel surcharge, increased by 1.9% year over year, while adjusted operating income improved by 17.2% or $15.2 million year over year [10] - GAAP earnings per diluted share for Q2 2025 were $0.21, a 61.5% year over year increase, and adjusted EPS was $0.35, a 45.8% year over year increase [10] - Consolidated adjusted operating ratio was 93.8%, which was 80 basis points better than the prior year [10] Business Line Data and Key Metrics Changes - Truckload revenue, excluding fuel surcharge, decreased by 2.7% year over year, with loaded miles declining 2.8% [12] - The LTL segment grew revenue, excluding fuel surcharge, by 28.4% year over year, driven by a 21.7% increase in shipments per day [18] - The Logistics segment experienced a revenue decline of 2.6% year over year, driven by an 11.7% decrease in load count [23] - Intermodal segment revenue declined 13.8% year over year, impacted by a 12.4% decrease in load count [25] Market Data and Key Metrics Changes - There was a general softness in freight demand for most of the quarter, especially on the West Coast, although a mild lift in freight opportunities was noted near the end of the quarter [5][6] - The fluid policy environment has made forecasting more challenging, but discussions with customers regarding potential projects during peak season are ongoing [8] Company Strategy and Development Direction - The company is focused on maintaining competitive advantages through industry-leading scale and flexibility in its over-the-road model while driving costs out of its businesses [7] - Ongoing expansion of the LTL network and customer base is a priority, with a commitment to maintaining strong service levels [7] - The company is implementing multiple initiatives to normalize operational fundamentals and regain efficiencies in cost performance [7] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in being well-positioned to capitalize on future opportunities despite current market challenges [9] - The company anticipates that as freight flows normalize, realized revenue per mile will recover [12] - Management noted that while the market remains soft, there are signs of potential strength in the latter part of the quarter [38] Other Important Information - The effective tax rate was 29.2% on GAAP results and 28% on non-GAAP results, both lower year over year but higher than previously projected [11] - The company is projecting adjusted EPS for Q3 2025 to be in the range of $0.36 to $0.42, assuming stable conditions and some seasonality [28] Q&A Session Summary Question: General market equilibrium and inventory concerns - Management noted that capacity is slowly exiting the market, and demand appears stable, with some discussions about potential peak projects [34][39] Question: Truckload earnings growth outlook - Management expects mid-cycle margins in the truckload segment to operate in the mid-80s, with opportunities for margin improvement as the market stabilizes [44][46] Question: LTL segment growth and cost management - Management highlighted the importance of optimizing costs and leveraging technology to improve margins in the LTL segment while continuing to grow the customer base [56][60] Question: Fourth quarter earnings expectations - Management refrained from providing specific guidance for Q4 due to uncertainty but indicated that adjustments in revenue recognition could lead to more consistent revenue generation [67] Question: Impact of brokers on market pricing - Management acknowledged increased market transparency due to brokers and third-party data, which can lead to faster cycles in pricing adjustments [96][100]

Company Performance - Knight-Swift Transportation Holdings reported quarterly earnings of $0.35 per share, exceeding the Zacks Consensus Estimate of $0.34 per share, and up from $0.24 per share a year ago, representing an earnings surprise of +2.94% [1] - The company posted revenues of $1.86 billion for the quarter ended June 2025, which missed the Zacks Consensus Estimate by 0.38%, and is slightly up from $1.85 billion year-over-year [2] - Over the last four quarters, Knight-Swift has surpassed consensus EPS estimates four times but has only topped consensus revenue estimates once [2] Stock Performance - Knight-Swift shares have declined approximately 14.8% since the beginning of the year, contrasting with the S&P 500's gain of 7.3% [3] - The current Zacks Rank for Knight-Swift is 3 (Hold), indicating that the shares are expected to perform in line with the market in the near future [6] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $0.42 on revenues of $1.96 billion, and for the current fiscal year, it is $1.52 on revenues of $7.63 billion [7] - The outlook for the Transportation - Truck industry is currently in the bottom 8% of over 250 Zacks industries, which may impact Knight-Swift's stock performance [8]

Knight - Swift Transportation Second Quarter 2025 Earnings Disclosure This presentation, including documents incorporated herein by reference, will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks ...