Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 15, 2016 | Jun. 30, 2015 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SWFT | ||
Entity Registrant Name | SWIFT TRANSPORTATION Co | ||
Entity Central Index Key | 1,492,691 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,019,622,829 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Class A Common Stock [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 85,617,553 | ||
Class B Common Stock [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,991,938 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | $ 107,590 | $ 105,132 | |
Restricted cash | 55,241 | 45,621 | |
Restricted investments, held to maturity, amortized cost | 23,215 | 24,510 | |
Accounts receivable, net | 422,421 | 478,999 | |
Equipment sales receivable | 0 | 288 | |
Income tax refund receivable | 11,664 | 18,455 | |
Inventories and supplies | 18,426 | 18,992 | |
Assets held for sale | 9,084 | 2,907 | |
Prepaid taxes, licenses, insurance and other | 48,149 | 51,441 | |
Current portion of notes receivable | 9,817 | 9,202 | |
Total current assets | 705,607 | 755,547 | |
Property and equipment, at cost: | |||
Revenue and service equipment | 2,278,618 | 2,061,835 | |
Land | 131,693 | 122,835 | |
Facilities and improvements | 269,769 | 268,025 | |
Furniture and office equipment | 99,519 | 67,740 | |
Total property and equipment | 2,779,599 | 2,520,435 | |
Less: accumulated depreciation and amortization | 1,128,499 | 978,305 | |
Net property and equipment | 1,651,100 | 1,542,130 | |
Other assets | 29,353 | 41,855 | |
Intangible assets, net | 283,119 | 299,933 | |
Goodwill | 253,256 | 253,256 | |
Total assets | 2,922,435 | 2,892,721 | |
Current liabilities: | |||
Accounts payable | 121,827 | 160,186 | |
Accrued liabilities | 97,313 | 98,719 | |
Current portion of claims accruals | 84,429 | 81,251 | |
Current portion of long-term debt | 35,582 | 31,445 | |
Current portion of capital lease obligations | 59,794 | 42,902 | |
Fair value of interest rate swaps | 0 | 6,109 | |
Total current liabilities | 398,945 | 420,612 | |
Revolving line of credit | [1] | 200,000 | 57,000 |
Long-term debt, less current portion | 645,290 | 871,615 | |
Capital lease obligations, less current portion | 222,001 | 158,104 | |
Claims accruals, less current portion | 149,281 | 143,693 | |
Deferred income taxes | 463,832 | 437,389 | |
Accounts receivable securitization | 225,000 | 334,000 | |
Other liabilities | 959 | 14 | |
Total liabilities | $ 2,305,308 | $ 2,422,427 | |
Commitments and contingencies (notes 13, 14 and 15) | |||
Stockholders’ equity: | |||
Preferred stock, par value $0.01 per share; Authorized 10,000,000 shares; none issued | $ 0 | $ 0 | |
Additional paid-in capital | 754,589 | 781,124 | |
Accumulated deficit | 139,033 | 310,017 | |
Accumulated other comprehensive income (loss) | 81 | (2,336) | |
Noncontrolling interest | 102 | 102 | |
Total stockholders’ equity | 617,127 | 470,294 | |
Total liabilities and stockholders’ equity | 2,922,435 | 2,892,721 | |
Class A Common Stock [Member] | |||
Stockholders’ equity: | |||
Common stock | 878 | 911 | |
Class B Common Stock [Member] | |||
Stockholders’ equity: | |||
Common stock | $ 510 | $ 510 | |
[1] | (1)The Company also had outstanding letters of credit, primarily related to workers' compensation and self-insurance liabilities of $95.0 million under the New Revolver at December 31, 2015 and $100.3 million under the Old Revolver at December 31, 2014. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 87,808,801 | 91,103,643 |
Common stock, shares outstanding | 87,808,801 | 91,103,643 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 50,991,938 | 50,991,938 |
Common stock, shares outstanding | 50,991,938 | 50,991,938 |
Consolidated Income Statements
Consolidated Income Statements - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue, excluding fuel surcharge revenue | $ 3,781,976 | $ 3,535,391 | $ 3,326,714 |
Fuel surcharge revenue | 447,346 | 763,333 | 791,481 |
Operating revenue | 4,229,322 | 4,298,724 | 4,118,195 |
Operating expenses: | |||
Salaries, wages and employee benefits | 1,111,946 | 970,683 | 903,990 |
Operating supplies and expenses | 387,735 | 342,073 | 319,023 |
Fuel | 416,782 | 591,855 | 640,000 |
Purchased transportation | 1,180,403 | 1,321,268 | 1,255,646 |
Rental expense | 240,501 | 229,290 | 180,328 |
Insurance and claims | 179,545 | 159,246 | 142,179 |
Depreciation and amortization of property and equipment | 251,735 | 221,122 | 226,008 |
Amortization of intangibles | 16,814 | 16,814 | 16,814 |
Impairments | 0 | 2,308 | 0 |
Gain on disposal of property and equipment | 32,453 | 27,682 | 22,664 |
Communication and utilities | 31,606 | 29,871 | 25,593 |
Operating taxes and licenses | 74,604 | 71,806 | 74,319 |
Total operating expenses | 3,859,218 | 3,928,654 | 3,761,236 |
Operating income | 370,104 | 370,070 | 356,959 |
Other expenses (income): | |||
Interest expense | 38,350 | 80,064 | 99,534 |
Derivative interest expense | 3,972 | 6,495 | 3,852 |
Interest income | 2,526 | 2,909 | 2,474 |
Merger and acquisition expense | 0 | 0 | 4,913 |
Loss on debt extinguishment | 9,567 | 39,909 | 5,540 |
Non-cash impairments of non-operating assets | 1,480 | 0 | 0 |
Loss (gain) on sale of real property | 133 | 0 | (6,876) |
Legal Settlement | 6,000 | 0 | 0 |
Other income, net | 3,658 | 4,115 | 3,934 |
Total other expenses (income), net | 53,318 | 119,444 | 100,555 |
Income before income taxes | 316,786 | 250,626 | 256,404 |
Income tax expense | 119,209 | 89,474 | 100,982 |
Net income | $ 197,577 | $ 161,152 | $ 155,422 |
Net income | |||
Basic earnings per share | $ 1.39 | $ 1.14 | $ 1.11 |
Diluted earnings per share | $ 1.38 | $ 1.12 | $ 1.09 |
Shares used in per share calculations | |||
Basic (in shares) | 142,018 | 141,431 | 140,179 |
Diluted (in shares) | 143,668 | 143,475 | 142,221 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 197,577 | $ 161,152 | $ 155,422 |
Accumulated losses on derivatives reclassified to derivative interest expense | 3,886 | 6,218 | 3,143 |
Change in fair value of interest rate swaps | 0 | 0 | (145) |
Other comprehensive income before income taxes | 3,886 | 6,218 | 2,998 |
Income tax effect of items within other comprehensive income | 1,469 | 2,392 | 958 |
Other comprehensive income, net of income taxes | 2,417 | 3,826 | 2,040 |
Total comprehensive income | $ 199,994 | $ 164,978 | $ 157,462 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Class A Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Class A Common Stock [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interest [Member] | Central's Stockholder Loans Receivable, Pre-acquisition [Member] | Central Refrigerated Service, Inc. [Member] | Central Refrigerated Service, Inc. [Member]Additional Paid-in Capital [Member] |
Beginning balance at Dec. 31, 2012 | $ 290,204 | $ 871 | $ 525 | $ 920,827 | $ (601,777) | $ (8,202) | $ 102 | $ (22,142) | |||||
Beginning balance, shares at Dec. 31, 2012 | 87,055,664 | 52,495,236 | |||||||||||
Exercise of stock options | $ 12,985 | $ 12 | 12,973 | ||||||||||
Exercise of stock options, shares | 1,210,184 | 1,210,184 | |||||||||||
Central non-cash exercise of stock options | $ 0 | 3,415 | (3,415) | ||||||||||
Stock-based compensation expense | 3,670 | 3,670 | $ 887 | $ 887 | |||||||||
Excess tax benefit from stock-based compensation | 187 | 187 | |||||||||||
Grant of restricted Class A common stock | 86 | $ 0 | 86 | ||||||||||
Grant of restricted Class A common stock, shares | 10,480 | ||||||||||||
Shares issued under employee stock purchase plan | 960 | $ 0 | 960 | ||||||||||
Shares issued under employee stock purchase plan, shares | 73,365 | ||||||||||||
Conversion of Class B commons stock to Class A common stock | 0 | ||||||||||||
Number of common shares converted | (53,298) | (53,298) | |||||||||||
Issuance of Central Refrigerated stockholders' loan receivable, pre-acquisition | 30,000 | 30,000 | |||||||||||
Distribution of Central Refrigerated stockholders, pre-acquisition | 2,499 | 2,499 | |||||||||||
Acquisition of Central, a common control entity, net of repayment of stockholders' loans receivable, pre-acquisition | 150,302 | 183,597 | 33,295 | ||||||||||
Net settlements of distribution to Central stockholders in satisfaction of stockholders' loans receivable, pre-acquisition | 0 | (22,315) | (22,315) | ||||||||||
Interest on Central Refrigerated stockholders' loans receivable, pre-acquisition | 53 | 53 | |||||||||||
Repurchase and cancellation of Class A Common Stock | $ 0 | ||||||||||||
Repurchase and cancellation of Class A Common Stock, shares | 0 | ||||||||||||
Net income | $ 155,422 | 155,422 | |||||||||||
Other comprehensive income, net of income taxes | 2,040 | 2,040 | |||||||||||
Ending balance at Dec. 31, 2013 | 283,587 | $ 883 | $ 525 | 759,408 | (471,169) | (6,162) | 102 | 0 | |||||
Ending balance, shares at Dec. 31, 2013 | 88,402,991 | 52,441,938 | |||||||||||
Exercise of stock options | $ 11,488 | $ 11 | 11,477 | ||||||||||
Exercise of stock options, shares | 1,100,998 | 1,100,998 | |||||||||||
Stock-based compensation expense | $ 5,080 | 5,080 | |||||||||||
Excess tax benefit from stock-based compensation | 3,730 | 3,730 | |||||||||||
Grant of restricted Class A common stock | 315 | $ 1 | 314 | ||||||||||
Grant of restricted Class A common stock, shares | 98,866 | ||||||||||||
Shares issued under employee stock purchase plan | 1,116 | $ 1 | 1,115 | ||||||||||
Shares issued under employee stock purchase plan, shares | 50,788 | ||||||||||||
Conversion of Class B commons stock to Class A common stock | 0 | $ (15) | $ (15) | ||||||||||
Number of common shares converted | (1,450,000) | (1,450,000) | |||||||||||
Repurchase and cancellation of Class A Common Stock | $ 0 | ||||||||||||
Repurchase and cancellation of Class A Common Stock, shares | 0 | ||||||||||||
Net income | $ 161,152 | 161,152 | |||||||||||
Other comprehensive income, net of income taxes | 3,826 | 3,826 | |||||||||||
Ending balance at Dec. 31, 2014 | 470,294 | $ 911 | $ 510 | 781,124 | (310,017) | (2,336) | 102 | 0 | |||||
Ending balance, shares at Dec. 31, 2014 | 91,103,643 | 50,991,938 | |||||||||||
Common stock issued under stock plans | $ 6,953 | $ 8 | 6,945 | ||||||||||
Common stock issued under stock plans, shares | 821,412 | ||||||||||||
Exercise of stock options, shares | 665,531 | ||||||||||||
Stock-based compensation expense | $ 6,525 | 6,525 | |||||||||||
Excess tax benefit from stock-based compensation | 2,147 | 2,147 | |||||||||||
Shares issued under employee stock purchase plan | $ 1,214 | $ 1 | 1,213 | ||||||||||
Shares issued under employee stock purchase plan, shares | 59,556 | ||||||||||||
Number of common shares converted | 0 | ||||||||||||
Repurchase and cancellation of Class A Common Stock | $ 70,000 | $ 70,000 | $ 42 | 43,365 | $ 43,400 | 26,593 | $ 26,600 | ||||||
Repurchase and cancellation of Class A Common Stock, shares | 4,200,000 | (4,175,810) | |||||||||||
Net income | 197,577 | 197,577 | |||||||||||
Other comprehensive income, net of income taxes | 2,417 | 2,417 | |||||||||||
Ending balance at Dec. 31, 2015 | $ 617,127 | $ 878 | $ 510 | $ 754,589 | $ (139,033) | $ 81 | $ 102 | $ 0 | |||||
Ending balance, shares at Dec. 31, 2015 | 87,808,801 | 50,991,938 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 197,577 | $ 161,152 | $ 155,422 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of property, equipment and intangibles | 268,549 | 237,936 | 242,822 |
Amortization of debt issuance costs, original issue discount, and losses on terminated swaps | 5,937 | 10,407 | 7,247 |
Gain on disposal of property and equipment less write-off of totaled tractors | 30,195 | 23,236 | 21,574 |
Gain on sale of real property | 0 | 3,018 | 6,876 |
Impairments | 1,480 | 2,308 | 0 |
Equity losses of investee | 0 | 0 | 537 |
Deferred income taxes | 26,476 | (3,980) | 102,290 |
Provision for losses on accounts receivable | 8,004 | 2,844 | 1,370 |
Non-cash loss on debt extinguishment and write-offs of deferred financing costs and original issue discount | 9,567 | 11,994 | 5,540 |
Non-cash equity compensation | 6,525 | 5,396 | 4,645 |
Excess tax benefits from stock-based compensation | 2,147 | 3,730 | 187 |
Income effect of mark-to-market adjustment of interest rate swaps | 87 | (155) | 805 |
Interest on Central stockholders' loan receivable, pre-acquisition | 0 | 0 | 53 |
Increase (decrease) in cash resulting from changes in: | |||
Accounts receivable | 48,574 | (63,407) | (16,613) |
Inventories and supplies | 566 | (562) | (912) |
Prepaid expenses and other current assets | 17,741 | 17,802 | (12,013) |
Other assets | 7,785 | 14,745 | 6,296 |
Accounts payable, accrued and other liabilities | 2,972 | 29,285 | 4,758 |
Net cash provided by operating activities | 569,498 | 395,781 | 473,504 |
Cash flows from investing activities: | |||
(Increase) decrease in restricted cash | (9,620) | 5,212 | 845 |
Proceeds from maturities of investments | 33,015 | 29,783 | 25,217 |
Purchases of investments | 31,930 | 28,921 | 28,756 |
Proceeds from sale of property and equipment | 116,330 | 133,020 | 119,158 |
Capital expenditures | 342,615 | 305,966 | 318,271 |
Payments received on notes receivable | 4,252 | 5,481 | 3,868 |
Expenditures on assets held for sale | 25,937 | 4,053 | 18,415 |
Payments received on assets held for sale | 14,410 | 25,326 | 53,486 |
Payments received on equipment sale receivables | 288 | 368 | 1,450 |
Acquisition of Central, net of debt repayment | 0 | 0 | 150,302 |
Net cash used in investing activities | 241,807 | 139,750 | 311,720 |
Cash flows from financing activities: | |||
Repayment of long-term debt and capital leases | 979,816 | 1,224,628 | 236,388 |
Proceeds from long-term debt | 684,504 | 900,000 | 26,267 |
Net borrowings on revolving line of credit | 143,000 | 40,000 | 14,469 |
Borrowings under accounts receivable securitization | 75,000 | 119,000 | 184,000 |
Repayment of accounts receivable securitization | 184,000 | 49,000 | 124,000 |
Issuance of Central stockholders' loan receivable, pre-acquisition | 0 | 0 | 30,000 |
Distribution to Central stockholders, pre-acquisition | 0 | 0 | 2,499 |
Payment of deferred loan costs | 4,235 | 11,783 | 2,183 |
Proceeds from common stock issued | 8,167 | 12,604 | 13,945 |
Repurchase of Class A common stock | 70,000 | 0 | 0 |
Excess tax benefits from stock-based compensation | 2,147 | 3,730 | 187 |
Net cash used in financing activities | 325,233 | 210,077 | 156,202 |
Net increase in cash and cash equivalents | 2,458 | 45,954 | 5,582 |
Cash and cash equivalents at beginning of period | 105,132 | 59,178 | 53,596 |
Cash and cash equivalents at end of period | 107,590 | 105,132 | 59,178 |
Cash paid during the period for: | |||
Interest | 45,390 | 89,341 | 103,238 |
Income taxes | 78,522 | 82,776 | 20,625 |
Non-cash investing activities: | |||
Equipment purchase accrual | 447 | 35,831 | 7,710 |
Notes receivable from sale of assets | 7,670 | 5,431 | 8,089 |
Equipment Sales Receivables | 0 | 288 | 1,252 |
Non-cash financing activities: | |||
Capital Lease Obligations Incurred | 145,338 | 101,581 | 85,094 |
Accrued deferred loan costs | 105 | 177 | 0 |
Insurance premium and software notes payable | 7,658 | 37 | 9,198 |
Non-cash distribution to Central stockholders in satisfaction of stockholders' loan receivable, pre-acquisition | 0 | 0 | 22,315 |
Non-cash exercise of Central stock options in exchange for stockholders' loans receivable, pre-acquisition | 0 | 0 | 3,415 |
Cancellation of Central stockholders' loans receivable at closing of acquisition | $ 0 | $ 0 | $ 33,295 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business and Basis of Presentation [Text Block] | Description of Business and Basis of Presentation Certain acronyms and terms used throughout this Annual Report on Form 10-K are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document. Description of Business Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. As of December 31, 2015 , the Company's fleet of revenue equipment included 19,864 tractors (comprised of 15,211 company tractors and 4,653 owner-operator tractors), 65,233 trailers and 9,150 intermodal containers. The Company’s four reportable segments are Truckload, Dedicated, Swift Refrigerated (formerly Central Refrigerated) and Intermodal. Basis of Presentation General — The accompanying consolidated financial statements include the accounts of Swift Transportation Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity, the Company applies the equity method of accounting. In management's opinion, the accompanying financial statements were prepared in accordance with principles generally accepted in the United States and include all adjustments necessary for the fair presentation of the periods presented. Central Acquisition — On August 6, 2013, the Company entered into a stock purchase agreement with the stockholders of Central, pursuant to which the Company acquired all of the outstanding capital stock of Central for aggregate consideration of approximately $225.0 million . The Company paid approximately $189.0 million in cash to the stockholders of Central and assumed approximately $36.0 million of capital lease obligations and other debt. Cash consideration was primarily funded from borrowings on the Company's then-existing credit facilities, including $85.0 million from the Company's revolving line of credit and $100.0 million from the Company's accounts receivable securitization facility. Pursuant to the stock purchase agreement, within 90 days after the closing date, the Company prepared a final closing statement setting forth the final estimate of the purchase price. As a result of this process and calculation, the purchase price was increased by $2.4 million . At closing, a portion of the purchase price was placed in escrow to secure payment of any post-closing adjustments to the purchase price and to secure the seller’s indemnification obligations to the Company. Jerry Moyes, Swift's CEO and controlling stockholder, also contributed into escrow 1,131,862 shares of Swift Class B common stock to further secure such indemnification obligations. Mr. Moyes was the majority stockholder of Central prior to the Central Acquisition. Given Mr. Moyes’ interests in the temperature-controlled truckload industry, our Board established a special committee comprised solely of independent and disinterested directors in May of 2011 to evaluate Swift’s expansion of its temperature-controlled operations. The special committee evaluated alternative business opportunities, including organic growth and various acquisition targets, and negotiated the transaction contemplated by the stock purchase agreement, with the assistance of its independent financial advisors. Upon the unanimous recommendation of the special committee, the Central Acquisition was approved by the Board (with Mr. Moyes not participating in the vote). Given Mr. Moyes' controlling interest in both Swift and Central, the Central Acquisition was accounted for using the guidance for transactions between entities under common control as described in ASC Topic 805, Business Combinations . In accordance with ASC Topic 805-30, the Company has recognized the assets and liabilities of Central at their carrying amounts at the date of transfer. Changes in Presentation Beginning in 2015, the Company made the following changes in presentation: • Excess tax benefits from stock-based compensation are separately presented within "Net cash provided by operating activities" in the consolidated statements of cash flows. The prior period presentation has been retrospectively adjusted to reclassify the amount out of "Accounts payable, accrued and other liabilities" and into the new line item "Excess tax benefits from stock-based compensation." The change in presentation has no net impact on "Net cash provided by operating activities." • Gross amounts of investment in securities activities are presented as "Proceeds from maturities of investments" and "Purchases of investments" in the consolidated statements of cash flows. The prior period presentation has been retrospectively adjusted to accommodate this gross presentation. The change in presentation has no net impact on "Net cash used in investing activities." • "Operating revenue" in the consolidated income statements is disaggregated into the line items "Revenue, excluding fuel surcharge revenue" and "Fuel surcharge revenue." The change in presentation has no net impact on "Operating revenue." • Current deferred income taxes have been reclassified to noncurrent deferred income taxes on the consolidated balance sheet, pursuant to ASU 2015-17. See further details at Note 3. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies [Text Block] | Summary of Significant Accounting Policies Use of Estimates — The preparation of the consolidated financial statements, in accordance with US-GAAP, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant items subject to such estimates and assumptions include: • carrying amount of property and equipment, intangibles and goodwill; • valuation allowances for receivables, inventories and deferred income tax assets; • valuation of financial instruments; • calculation of share-based compensation; • estimates of claims accruals; and • contingent obligations. Segments — The Company uses the "management approach" to determine its reportable segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that management uses to make operating decisions. The CODMs use operating revenues, operating expense categories, operating ratios, operating income and key operating statistics to evaluate performance and allocate resources to the Company’s operations. Operating income is the measure of segment profit or loss management uses to evaluate segment performance and allocate resources, which is consistent with US-GAAP for segment reporting. It is the Company’s measure of segment performance. Operating income should not be viewed as a substitute for US-GAAP net income (loss). Management believes the presentation of operating income enhances the understanding of the Company's performance by highlighting the results of operations and the underlying profitability drivers of the business segments. Operating income is defined as operating revenues less operating expenses, before income tax expense. Based on the unique nature of the Company's operating structure, revenue-generating assets are interchangeable between segments. Therefore, the Company does not prepare separate balance sheets by segment, as assets are not separately identifiable by segment. The Company allocates depreciation and amortization expense on its property and equipment to the segments based on the actual utilization of the asset by the segment during the period. Cash and Cash Equivalents — The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Restricted Cash — The Company’s wholly-owned captive insurance companies, Red Rock and Mohave, maintain certain operating bank accounts, working trust accounts and investment accounts. The cash and short-term investments within the accounts are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies. Therefore, these cash and short-term investments are classified as "Restricted cash" in the consolidated balance sheets. Restricted Investments — The Company's investments are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies. The Company accounts for its investments in accordance with ASC Topic 320, Investments – Debt and Equity Securities . Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates the determination on a quarterly basis. As of December 31, 2015 , all of the Company’s investments in fixed-maturity securities were classified as held-to-maturity, as the Company has the positive intent and ability to hold these securities to maturity. Held-to-maturity securities are carried at amortized cost. The amortized cost of debt securities is adjusted using the effective interest rate method for amortization of premiums and accretion of discounts. Amortization and accretion is reported in "Other expenses (income)" in the consolidated income statements. Management periodically evaluates restricted investments for impairment. The assessment of whether impairments have occurred is based on management’s case-by-case evaluation of the underlying reasons for the decline in estimated fair value. Management accounts for other-than-temporary impairments of debt securities in accordance with ASC Topic 320, Investments – Debt and Equity Securities . This guidance requires the Company to evaluate whether it intends to sell an impaired debt security or whether it is more likely than not that it will be required to sell an impaired debt security before recovery of the amortized cost basis. If either of these criteria are met, an impairment equal to the difference between the debt security’s amortized cost and its estimated fair value is recognized in earnings. For impaired debt securities that do not meet these criteria, the Company determines if a credit loss exists with respect to the impaired security. If a credit loss exists, the credit loss component of the impairment (i.e., the difference between the security’s amortized cost and the present value of projected future cash flows expected to be collected) is recognized in earnings and the remaining portion of the impairment is recognized as a component of AOCI. Inventories and Supplies — Inventories and supplies primarily consist of spare parts, tires, fuel and supplies and are stated at lower of cost or market. Cost is determined using the first-in, first-out method. Property and Equipment — Property and equipment are stated at cost. Costs to construct significant assets include capitalized interest incurred during the construction and development period. Expenditures for replacements and improvements are capitalized. Maintenance and repairs are expensed as incurred. Depreciation on property and equipment is calculated on a straight-line basis over the following estimated useful lives: Category Range Facilities and improvements 3 to 40 years Revenue and service equipment 3 to 20 years Furniture and office equipment 3 to 5 years Net gains on the disposal of property and equipment are presented in the consolidated income statements within operating income. Tires on purchased revenue equipment are capitalized along with the related equipment cost when the vehicle is placed in service and depreciated over the life of the vehicle. Replacement tires are classified as inventory and expensed when placed in service. Management evaluates its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC Topic 360, Property, Plant and Equipment . When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Intangible Assets other than Goodwill — The Company’s intangible assets other than goodwill primarily consist of acquired customer relationships and trade names. Amortization of acquired customer relationships is calculated on the 150% declining balance method over the estimated useful life of 15 years . The customer relationship contributed to the Company at May 9, 2007 is amortized over 15 years on a straight-line basis. The trade name has an indefinite useful life and is not amortized, but is tested for impairment at least annually, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value. Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with ASC Topic 350, Intangibles – Goodwill and Other. When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value, which is generally determined using discounted future cash flows. Goodwill — Management evaluates goodwill on an annual basis as of November 30 th , or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a two -step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their carrying values. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, then management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. Any amount by which the carrying value of the goodwill exceeds its implied fair value is recognized as an impairment loss. Refer to Note 8 for discussion of the results of the Company's annual evaluation as of November 30, 2015 . Claims Accruals — The Company is self-insured for a portion of its auto liability, workers’ compensation, property damage, cargo damage risk and employer medical expense prior to January 1, 2015. This self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage. The Company accrues for the cost of the uninsured portion of pending claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical claims development trends. The actual cost to settle our self-insured claim liabilities may differ from our reserve estimates due to legal costs, claims that have been incurred but not reported and various other uncertainties, including the inherent difficulty in estimating the severity of the claims and the potential judgment or settlement amount to dispose of the claim. Fair Value Measurements — See Note 24 for accounting policies and financial information relating to fair value measurements. Revenue Recognition — The Company recognizes operating revenues and the related direct costs of such revenue as of the date the freight is delivered, in accordance with ASC Topic 605-20-25-13, Services for Freight-in-Transit at the End of a Reporting Period. The Company recognizes operating lease revenue from leasing tractors and related equipment to owner-operators. Operating lease revenue from rental operations is recognized as earned, which is straight-lined per the rent schedules in the lease agreements. Losses from lease defaults are recognized as offsets to revenue. Stock-based Compensation — The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires that all share-based payments to employees and non-employee directors, including grants of employee stock options, be recognized in the financial statements based upon a grant-date fair value of an award. The Company calculates the number of awards expected to vest as awards granted, less expected forfeitures over the life of the award (estimated at grant date). Compensation expense is recorded based on amortization of the grant-date fair value over a graded vesting period. Unless a material deviation from the assumed forfeiture rate is observed during the term in which the awards are expensed, any adjustment necessary to reflect differences in actual experience is recognized in the period the award becomes payable or exercisable. See Note 17 for additional information relating to the Company’s stock compensation plan. Income Taxes — Management accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss and tax credit carryforwards, as well as differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided against deferred tax assets if the Company determines it is more likely than not that such assets will not ultimately be realized. The Company does not recognize a tax benefit for uncertain tax positions unless it concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in the management's judgment, is greater than 50% likely to be realized. The Company records interest and penalties related to unrecognized tax positions in "Income tax expense" in the consolidated income statements. Derivative Instruments — All financial derivative instruments are recorded on our consolidated balance sheets at estimated fair value. Derivatives not designated as hedges are adjusted to fair value through the Company’s consolidated income statements. Depending on the nature of a derivative that is designated as a hedge, effective changes in its fair value either offset the change in fair value of the hedged assets, liabilities or firm commitments through the Company’s consolidated income statements, or are recorded in AOCI until the hedged item is recorded in the Company’s consolidated income statements. Any portion of a change in a derivative's estimated fair value that is considered to be ineffective, or is excluded from the measurement of effectiveness, is recorded immediately in income. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2015, FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which amends ASC Topic 740, Income Taxes . The amendments in this ASU simplify balance sheet presentation by establishing the requirement that deferred income taxes must be classified as noncurrent. The amendments in this ASU do not change the requirement that deferred tax liabilities and assets should be presented on a net basis. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this ASU may be applied to all deferred tax liabilities and assets either prospectively or retrospectively to all periods presented. The Company early-adopted the guidance at December 31, 2015 and retrospectively adjusted the December 31, 2014 presentation by reclassifying a $43.3 million net current deferred tax asset ($44.9 million from the current asset "Deferred income taxes," net of a $1.6 million current deferred tax liability from "Accrued liabilities") into the net noncurrent liability "Deferred income taxes." In August 2015, FASB issued ASU 2015-14, Deferral of the Effective Date , which amends ASC Topic 606, Revenue from Contracts with Customers. ASC Topic 606 was established by previously-issued ASU 2014-09, discussed below. For public business entities, the amendments in ASU 2015-14 defer the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. Early adoption of ASU 2014-09 is permitted. In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers , which established ASC Topic 606. The new revenue recognition standard eliminates all industry-specific guidance and provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The amendments in this ASU may be applied retrospectively to each period presented, or as a cumulative effect adjustment as of the date of adoption. Management is currently evaluating the accounting, transition and disclosure requirements of the standard and expects to know the financial statement impact upon adoption in 2018. In July 2015, FASB issued ASU 2015-11, Simplifying the Measurement of Inventory , which amends ASC Topic 330, Inventory. The amendments in this ASU simplify subsequent measurement of inventory for all inventory measurement methods, except for last-in-first-out and retail inventory methods. Current guidance requires entities to measure inventory at the lower of cost or market. However, market could be the replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The new guidance requires entities to measure inventory at the lower of cost and net realizable value, instead of the previously issued guidance of lower of cost or market. FASB defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments should be applied prospectively. Although early adoption is permitted, the Company expects to adopt this guidance at the beginning of 2017. However, due to the nature of the Company's inventory balances (spare parts, tires, fuel and supplies), inventory is predominantly stated at cost, which is consistently below net realizable value. As such, the amendments in this ASU are not expected to have a material impact on the Company's financial position or results of operations upon adoption. In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which amends ASC Subtopic 835-30, Interest — Imputation of Interest. The amendments in this ASU simplify the presentation of debt issuance costs and align the presentation with debt discounts. Entities will be required to present debt issuance costs as a direct deduction from the face amount of the related note, rather than as a deferred charge. In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update) , which also amends ASC Subtopic 835-30, Interest — Imputation of Interest . The SEC determined that ASU 2015-03 (discussed above) did not address costs related to line-of-credit arrangements. The amendments in ASU 2015-15 clarify that entities may defer and present debt issuance costs as an asset, and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments in these ASUs require retrospective application, with related disclosures for a change in accounting principle. Upon adoption, the Company will comply with these disclosure requirements by providing the nature and reason for the change, the transition method, a description of the adjusted prior period information and the effect of the change on the financial statement line items. For public business entities, the amendments in these ASUs will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years. Early adoption is permitted; however, the Company expects to adopt this guidance at the beginning of 2016. Upon adoption, the amended guidance will affect Swift's classification of debt issuance costs, which are currently classified in "Other assets" in the consolidated balance sheets. In accordance with the amendments in ASU 2015-15, debt issuance costs associated with the revolving line of credit will remain within "Other assets" in the consolidated balance sheets. All other debt issuance costs will be reclassified, in accordance with the amendments in ASU 2015-03. This reclassification of debt issuance costs will effectively decrease "Other assets" by approximately $2.6 million and correspondingly decrease the long-term debt balances by the same amount. In February 2015, FASB issued ASU 2015-02, Amendments to the Consolidation Analysis , which amends ASC Topic 810, Consolidation , by changing the analysis that reporting entities are required to perform to determine whether certain types of legal entities should be consolidated. The amendments in this ASU focus on limited partnerships and similar legal entities (such as limited liability companies); however, all legal entities are subject to reevaluation under the revised consolidation model. The revised consolidation model modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, and eliminates the presumption that a general partner should consolidate a limited partnership. It also affects the consolidation analysis of reporting entities that are involved with variable interest entities, especially those that have fee arrangements and related-party relationships. The amendments in the ASU also affect certain investment funds. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years. Early adoption is permitted. Entities may use a retrospective approach, or a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the year of adoption. The Company is currently evaluating the accounting, transition and disclosure requirements of the standard; however, the amendments in this ASU are not expected to have a material impact on the Company's financial position or results of operations upon adoption. |
Restricted Investments
Restricted Investments | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Investments [Abstract] | |
Restricted Investments | Restricted Investments These investments are used to pay insurance claim losses incurred by the Company’s captive insurance companies, Red Rock and Mohave, and are restricted by insurance regulations. The following table presents the cost or amortized cost, gross unrealized gains and losses, and estimated fair value of the Company’s restricted investments (in thousands): December 31, 2015 Gross Unrealized Cost or Amortized Cost Gains Temporary Estimated Fair Value United States corporate securities $ 16,686 $ 2 $ (27 ) $ 16,661 Municipal bonds 4,904 1 (1 ) 4,904 Negotiable certificates of deposit 1,625 — — 1,625 Total restricted investments $ 23,215 $ 3 $ (28 ) $ 23,190 December 31, 2014 Gross Unrealized Cost or Amortized Cost Gains Temporary Estimated Fair Value United States corporate securities $ 20,892 $ 2 $ (10 ) $ 20,884 Foreign corporate securities 1,503 — — 1,503 Negotiable certificates of deposit 2,115 — — 2,115 Total restricted investments $ 24,510 $ 2 $ (10 ) $ 24,502 Refer to Note 24 for additional information regarding fair value measurements of restricted investments. As of December 31, 2015 , the contractual maturities of the restricted investments were one year or less. There were 36 securities and 24 securities that were in an unrealized loss position for less than twelve months as of December 31, 2015 and 2014 , respectively. The Company did not recognize any impairment losses for the years ended December 31, 2015 , 2014 or 2013. |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable balances were as follows (in thousands): December 31, 2015 2014 Trade customers $ 415,219 $ 457,823 Equipment manufacturers 6,801 7,725 Other 18,329 23,375 Total accounts receivable 440,349 488,923 Less: Allowance for doubtful accounts (17,928 ) (9,924 ) Accounts receivable, net $ 422,421 $ 478,999 The following schedule presents the rollforward of the allowance for doubtful accounts (in thousands): December 31, 2015 2014 2013 Beginning balance $ 9,924 $ 7,504 $ 7,432 Provision 8,004 2,844 1,370 Recoveries — 89 35 Write-offs — (513 ) (1,333 ) Ending balance $ 17,928 $ 9,924 $ 7,504 See Note 11 for a discussion of the Company’s accounts receivable securitization program and the related accounting treatment. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Assets Held for Sale | Assets Held for Sale Assets held for sale balances were (in thousands): December 31, 2015 2014 Land and facilities $ 288 $ 288 Revenue equipment 8,796 2,619 Assets held for sale $ 9,084 $ 2,907 As of December 31, 2015 and 2014 , assets held for sale are carried at the lower of depreciated cost or estimated fair value, less expected selling costs when the required criteria, as defined by ASC Topic 360, Property, Plant and Equipment, are satisfied. Depreciation ceases on the date that the held for sale criteria are met. The Company expects to sell these assets within the next 12 months . The Company did not recognize any impairment losses for the years ended December 31, 2015 , 2014 or 2013 . During the year ended December 31, 2015 , the Company sold zero operating properties classified as held for sale. During the year ended December 31, 2014 , the Company sold five operating properties classified as held for sale with a carrying value of $14.5 million . As a result, the Company recognized $3.0 million in (pre-tax) gain on disposal of property and equipment in the consolidated income statements. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Notes Receivable | Notes Receivable Notes receivable are included in "Current portion of notes receivable" and "Other assets" in the consolidated balance sheets and were comprised of (in thousands): December 31, 2015 2014 Notes receivable due from owner-operators, with interest rates at 15%, secured by revenue equipment. Terms range from several months to three years $ 15,725 $ 13,642 Other 24 1,933 Total notes receivable 15,749 15,575 Less: current portion (9,817 ) (9,202 ) Long-term notes receivable $ 5,932 $ 6,373 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets [Text Block] | Goodwill and Other Intangible Assets The following presents the components of goodwill by reportable segment as of December 31, 2015 and 2014 (in thousands): Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Truckload $ 376,998 $ (190,394 ) $ 186,604 Dedicated 130,742 (64,090 ) 66,652 Total $ 507,740 $ (254,484 ) $ 253,256 There were no impairments identified during annual goodwill impairment testing in 2015 , 2014 or 2013 . Intangible asset balances were as follows (in thousands): December 31, 2015 2014 Customer Relationships: Gross carrying value $ 275,324 $ 275,324 Accumulated amortization (173,242 ) (156,428 ) Customer relationships, net 102,082 118,896 Trade Name: Gross carrying value 181,037 181,037 Intangible assets, net 283,119 299,933 In conjunction with the 2007 Transactions, definite-lived intangible assets with a gross carrying value of $261.2 million were recorded. The following table presents amortization for the years ended December 31, 2015 , 2014 , and 2013 related to intangible assets recognized in conjunction with the 2007 Transactions and the previous intangible assets existing prior to the 2007 Transactions (in thousands): Year Ended December 31, 2015 2014 2013 Amortization of intangible assets related to the 2007 Transactions $ 15,648 $ 15,648 $ 15,648 Amortization related to intangible assets existing prior to the 2007 Transactions 1,166 1,166 1,166 Amortization of intangibles $ 16,814 $ 16,814 $ 16,814 Management anticipates that the composition and amount of amortization associated with intangible assets as of December 31, 2015 will remain consistent at $16.8 million through 2017, and will decrease to $16.3 million in 2018, of which $0.7 million will represent the final amortization of the intangible assets existing prior to the 2007 Transactions. Amortization of intangible assets is expected to be $15.6 million in both 2019 and 2020. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities The following table presents the composition of accrued liabilities (in thousands): December 31, 2015 2014 Employee compensation $ 55,750 $ 50,398 Owner-operator lease purchase reserve 5,271 10,418 Income tax accrual (1) 2,043 1,931 Accrued owner-operator expenses 6,711 6,507 Deferred revenue 1,740 1,504 Fuel and property taxes 4,076 3,812 Accrued interest expense 1,532 4,216 Other 20,190 19,933 Accrued liabilities $ 97,313 $ 98,719 ____________ (1) Refer to Note 3, regarding the reclassification of deferred income taxes, per ASU 2015-17. |
Claims Accruals
Claims Accruals | 12 Months Ended |
Dec. 31, 2015 | |
Liability for Claims and Claims Adjustment Expense [Abstract] | |
Claims Accruals | Claims Accruals Claims accruals represent accruals for the uninsured portion of outstanding claims at year-end. The current portion reflects the amount of claims expected to be paid in the following year. The Company’s insurance program for workers’ compensation, group medical liability, auto and collision liability, physical damage and cargo damage involves self-insurance with varying risk retention levels. Claims accruals were comprised of the following (in thousands): December 31, 2015 2014 Auto and collision liability $ 123,086 $ 112,548 Workers’ compensation liability 92,608 82,439 Owner-operator claims liability 12,304 13,233 Group medical and other liability (1) 364 12,064 Cargo damage liability 5,348 4,660 Claims accrual 233,710 224,944 Less: current portion (84,429 ) (81,251 ) Long-term claim accruals $ 149,281 $ 143,693 ____________ (1) Effective January 1, 2015, the Company is fully insured on its group medical benefits, subject to contributed premiums. Prior to January 1, 2015, the Company had a $500 thousand specific deductible with an aggregating individual deductible of $150 thousand beginning January 1, 2013, of each employee health care claim, as well as commercial insurance for the balance. |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 12 Months Ended |
Dec. 31, 2015 | |
Transfers and Servicing of Financial Assets [Abstract] | |
Accounts Receivable Securitization | Accounts Receivable Securitization On December 10, 2015, SRCII, a wholly-owned subsidiary of the Company, entered into the 2015 RSA, which further amends the 2013 RSA. The parties to the 2015 RSA include SRCII as the seller, Swift Transportation Services, LLC as the servicer, the various conduit purchasers, the various related committed purchasers, the various purchaser agents, the various letters of credit participants, and PNC Bank, National Association as the issuing bank of letters of credit and as administrator. Pursuant to the 2015 RSA, the Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to SRCII. In turn, SRCII sells a variable percentage ownership interest in the eligible accounts receivable to the various purchasers. The facility qualifies for treatment as a secured borrowing under ASC Topic 860, Transfers and Servicing. As such, outstanding amounts are classified as liabilities on the Company’s consolidated balance sheets. The following table summarizes the key differences between the current and previous securitization programs (dollar amounts in thousands): 2015 RSA 2013 RSA Effective December 2015 June 2013 Borrowing capacity (1) $ 400,000 $ 375,000 Final maturity date January 10, 2019 July 13, 2016 Unused commitment fee rate 15 basis points 35 basis points Program fees on outstanding balances one-month LIBOR + 90 basis points one-month LIBOR + 95 basis points ____________ (1) The 2015 RSA has an accordion option to increase the maximum borrowing capacity by up to an additional $75.0 million , subject to participation by the Purchasers. The 2013 RSA borrowing capacity included a $50.0 million accordion option, which was exercised in September 2014. As of December 31, 2015 and 2014, interest accrued on the aggregate principal balance at a rate of 1.0% and 0.8% , respectively. Program fees and unused commitment fees are recorded in "Interest expense" in the consolidated income statements. The Company incurred program fees of $3.5 million , $3.5 million and $3.1 million , during the years ended December 31, 2015 , 2014 and 2013 , respectively. The 2015 RSA is subject to customary fees and contains various customary affirmative and negative covenants, representations and warranties, and default and termination provisions. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries. |
Debt And Financing
Debt And Financing | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt And Financing Transactions | Debt and Financing Other than the Company’s accounts receivable securitization as discussed in Note 11 and its outstanding capital lease obligations as discussed in Note 13 , the Company's long-term debt consisted of the following (in thousands): December 31, 2015 2014 2015 Agreement: New Term Loan A, due July 2020 $ 669,750 $ — 2014 Agreement: Old Term Loan A, due June 2019 — 500,000 2014 Agreement: Term Loan B, due June 2021, net of $920 OID — 396,080 Other 11,122 6,980 Long-term debt 680,872 903,060 Less: current portion of long-term debt (35,582 ) (31,445 ) Long-term debt, less current portion $ 645,290 $ 871,615 December 31, 2015 2014 Long-term debt $ 680,872 $ 903,060 Revolving line of credit (1) 200,000 57,000 Long-term debt, including revolving line of credit $ 880,872 $ 960,060 ____________ (1) The Company also had outstanding letters of credit, primarily related to workers' compensation and self-insurance liabilities of $95.0 million under the New Revolver at December 31, 2015 and $100.3 million under the Old Revolver at December 31, 2014 . Credit Agreements 2015 Agreement — On July 27, 2015, the Company entered into the 2015 Agreement, which replaced the 2014 Agreement, including the $450.0 million Old Revolver ( zero outstanding at closing), $500.0 million Old Term Loan A ( $485.0 million outstanding at closing), and $400.0 million Term Loan B ( $395.0 million outstanding at closing). The 2015 Agreement includes a New Revolver and a New Term Loan A. Upon closing, the $680.0 million in proceeds from the New Term Loan A, a $200.0 million draw on the New Revolver and $4.9 million cash on hand were used to pay off the then-outstanding balances of the Old Term Loan A and Term Loan B, including accrued interest and fees under the 2014 Agreement, as well as certain transactional fees associated with the 2015 Agreement. The following table presents the key terms of the 2015 Agreement (dollars in thousands): 2015 Agreement New Term Loan A New Revolver (2) Maximum borrowing capacity $680,000 $600,000 Final maturity date July 27, 2020 July 27, 2020 Interest rate base LIBOR LIBOR LIBOR floor —% —% Interest rate minimum margin (1) 1.50% 1.50% Interest rate maximum margin (1) 2.25% 2.25% Minimum principal payment — amount (3) $6,625 $— Minimum principal payment — frequency Quarterly Once Minimum principal payment — commencement date (3) December 31, July 27, ____________ (1) The interest rate margin for the New Term Loan A and New Revolver is 1.75% , which is lower than the 2014 Agreement's Term Loan B. Beginning December 31, 2015, the interest rate margin for the New Term Loan A and New Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2015 , interest accrued at 2.12% on the New Term Loan A and 2.08% on the New Revolver. (2) The commitment fee for the unused portion of the New Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.25% to 0.35% . As of December 31, 2015 , commitment fees on the unused portion of the New Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.75% . (3) Commencing in March 2017, the minimum quarterly payment amount on the New Term Loan A is $12.3 million , at which it remains until final maturity. The New Revolver and New Term Loan A of the 2015 Agreement contain certain financial covenants with respect to a maximum leverage ratio and a minimum consolidated interest coverage ratio. The 2015 Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock buybacks, and equipment financing. In addition to the financial covenants, the 2015 Agreement includes customary events of default, including a change in control default and certain affirmative and negative covenants, including, but not limited to, restrictions, subject to certain exceptions, on incremental indebtedness, asset sales, certain restricted payments (including dividends and stock repurchases), certain incremental investments or advances, transactions with affiliates, engaging in additional business activities, and prepayments of certain other indebtedness. Borrowings under the 2015 Agreement are secured by substantially all of the assets of the Company and are guaranteed by Swift Transportation Company, IEL, Swift Refrigerated Transportation, LLC (formerly Central Refrigerated Transportation, LLC) and its subsidiaries, Swift Transportation Co., LLC and its domestic subsidiaries other than its captive insurance subsidiaries, driver academy subsidiary, and its bankruptcy-remote special purpose subsidiary. 2014 Agreement — The Company entered into the 2014 Agreement on June 9, 2014, which included the Old Term Loan A, a first lien Term Loan B tranche, and the Old Revolver. The 2014 Agreement replaced the then-existing revolving credit line, as well as the first lien term loan B-1 and B-2 tranches of the 2013 Agreement, which had outstanding principal balances at closing of $229.0 million and $370.9 million , respectively. Upon closing, the Company drew $164.0 million on the Old Revolver and $50.0 million on the Old Term Loan A. The Company subsequently drew the remaining $450.0 million available on the Old Term Loan A to facilitate redemption of the Senior Notes in November 2014. The following table presents the key terms of the 2014 Agreement (dollars in thousands): 2014 Agreement Old Term Loan A Term Loan B Old Revolver Maximum borrowing capacity $500,000 $400,000 $450,000 Final maturity date June 9, 2019 June 9, 2021 June 9, 2019 Interest rate base LIBOR LIBOR LIBOR LIBOR floor —% 0.75% —% Interest rate minimum margin (1) 1.50% 3.00% 1.50% Interest rate maximum margin (1) 2.25% 3.00% 2.25% Minimum principal payment — amount (2) $5,625 $1,000 $— Minimum principal payment — frequency Quarterly Quarterly Once Minimum principal payment — commencement date (2) March 31, 2015 June 30, 2014 June 30, 2019 ____________ (1) Interest rate margins on the Old Term Loan A and Old Revolver were based on the Company's consolidated leverage ratio. Additionally, after December 31, 2014, interest rate margins on the Term Loan B were determined by the Company's consolidated leverage ratio, ranging from 2.75% to 3.00% . As of December 31, 2014, interest accrued at 2.16% and 3.75% on the Old Term Loan A and Term Loan B, respectively. The commitment fee for the unused portion of the Old Revolver was also based on the Company's consolidated leverage ratio, and ranged from 0.25% to 0.35% . As of December 31, 2014, commitment fees on the unused portion of the Old Revolver accrued at 0.30% and letter of credit fees accrued at 2.00% . (2) Commencing in March 2017, the minimum principal payment amount on the Old Term Loan A would have been $11.3 million . Senior Notes In November 2014, the Company redeemed, in full, the remaining $428.1 million face value of its Senior Notes. This was primarily funded with the proceeds from the Company’s Old Term Loan A. The Company paid 105.0% of face value, plus accrued and unpaid interest, to call the Senior Notes. While the redeemed Senior Notes incurred interest at 10.0% , the source of funds from the Old Term Loan A incurred interest at LIBOR plus applicable margin of 1.50% to 2.25% . The November 2014 redemption followed a series of open market purchases that occurred in the first nine months of 2014, in which the Company used cash on hand to repurchase $71.9 million in principal of the Senior Notes. Including the November 2014 redemption, the Company repurchased the entire $500.0 million in principal of the Senior Notes during 2014, at an average price of 105.58% of face value. Payment of principal and interest on the Senior Notes was previously guaranteed by certain of the Company’s 100% owned domestic subsidiaries. Pursuant to the terms of the indenture governing the Senior Notes, the guarantees were subject to release at which time the subsidiaries no longer had indebtedness that would have required a guarantee. Thus, the Company's redemption of the Senior Notes on November 15, 2014, released the related guarantee. Central Debt As discussed in Note 1 , the Company completed the Central Acquisition on August 6, 2013. As of December 31, 2014, Central had an outstanding principal balance of $1.2 million for various notes payable to finance companies secured by revenue equipment with due dates through May 2015. Additionally, at the closing of the Central Acquisition, the Company repaid a Central note payable to a bank secured by real estate with a due date of March 2016 including outstanding principal and accrued interest of $3.4 million . As of December 31, 2015, all outstanding principal balances were paid in full. Deferred Loan Costs and Loss on Debt Extinguishment Deferred loan costs, reported in "Other assets" in the Company's consolidated balance sheets, were $4.3 million and $10.4 million as of December 31, 2015 and 2014 , respectively. The Company incurred $9.6 million in losses on debt extinguishment during the year ended December 31, 2015 , reflecting the write-off of the unamortized OID and deferred financing fees related to the 2014 Agreement, which was replaced by the 2015 Agreement. For the year ended December 31, 2014 , the Company incurred $39.9 million in losses on debt extinguishment related to the Company's redemption of its Senior Notes and the replacement of the 2013 Agreement with the 2014 Agreement. For the year ended December 31, 2013 , the Company incurred $5.5 million in losses on debt extinguishment related to the Company's replacement of the 2012 Agreement with the 2013 Agreement and repaying certain outstanding Central debt in full at closing of the Central Acquisition. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | Leases The Company finances a portion of its revenue equipment under capital and operating leases and certain terminals under operating leases. Capital Leases (as Lessee) — The Company’s capital leases are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not receive proceeds of the contracted residual value from the manufacturer, the Company is still obligated to make the balloon payment at the end of the lease term. Certain leases contain renewal or fixed price purchase options. The present value of obligations under capital leases is included under "Current portion of capital lease obligations" and "Capital lease obligations, less current portion" in the consolidated balance sheets. As of December 31, 2015 , the leases were collateralized by revenue equipment with a cost of $357.8 million and accumulated amortization of $90.1 million . As of December 31, 2014 , the leases were collateralized by revenue equipment with a cost of $270.6 million and accumulated amortization of $68.0 million . Amortization of the equipment under capital leases is included in "Depreciation and amortization of property and equipment" in the Company’s consolidated income statements. Operating Leases (as Lessee) — The revenue equipment leases generally include a purchase option exercisable at the completion of the lease. From time to time, the Company guarantees certain residual values under its operating lease agreements for revenue equipment. At the termination of these operating leases, the Company would be responsible for the excess, if any, of the guarantee amount above the fair market value of the equipment. As of December 31, 2015 and 2014 , the Company had no liability for the estimated fair value of guarantees. Rent expense related to operating leases was $240.5 million , $229.3 million and $180.3 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. As of December 31, 2015 , annual future minimum lease commitments for all noncancelable leases were (in thousands): Operating Capital 2016 $ 214,790 $ 66,894 2017 172,735 76,108 2018 106,284 47,631 2019 49,250 57,512 2020 22,727 8,055 Thereafter 47,503 46,845 Total minimum lease payments $ 613,289 $ 303,045 Less: amounts representing interest (21,250 ) Present value of minimum lease payments 281,795 Less: current portion (59,794 ) Capital lease obligations, long-term $ 222,001 Operating Leases (as Lessor) — The Company’s wholly-owned financing subsidiaries lease revenue equipment to the Company’s owner-operators under operating leases. Annual future minimum lease payments receivable under operating leases for the periods noted below were (in thousands): 2016 $ 120,194 2017 93,547 2018 42,076 2019 5,827 2020 — Thereafter — Total $ 261,644 Lease classification is determined based on minimum rental payments per the agreement, including residual value guarantees, when applicable, as well as receivables due to the Company upon default or cross-default. When owner-operators default on their leases, the Company typically re-leases the equipment to other owner-operators. As such, future minimum lease payments reflect original leases and re-leases. |
Purchase Commitments
Purchase Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | Purchase Commitments As of December 31, 2015 , the Company had commitments outstanding to acquire revenue equipment in 2016 for approximately $681.8 million ( $484.1 million of which were tractor commitments) and in 2017 to 2018 for approximately $190.9 million (all of which were tractor commitments). The Company has the option to cancel tractor purchase orders with 60 to 90 days ' notice prior to the scheduled production, although the notice period has lapsed for approximately 10.1% of the tractor commitments outstanding as of December 31, 2015 . These purchases are expected to be financed by the combination of operating leases, capital leases, debt, proceeds from sales of existing equipment and cash flows from operations. On October 27, 2015, management announced that the Company would not further grow its tractor fleet in the remainder of 2015 and in 2016. As such, the Company canceled the purchase and trade of 450 trucks. The impact of these cancellations is included in the outstanding purchase commitment amounts, discussed above. New tractors received under 2016 purchase commitments are intended to replace older tractors in our fleet. As of December 31, 2015 , the Company had outstanding purchase commitments of approximately $13.3 million for facilities and non-revenue equipment. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures. |
Contingencies and Legal Proceed
Contingencies and Legal Proceedings | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies and Legal Proceedings The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers compensation, auto collision and liability, and physical damage and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on the Company. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals and/or (v) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period. Arizona Owner-operator Class Action Litigation On January 30, 2004 , a class action lawsuit was filed by Leonel Garza on behalf of himself and all similarly-situated persons against Swift Transportation: Garza v. Swift Transportation Co., Inc. , Case No. CV7-472 (the "Garza Complaint"). The putative class originally involved certain owner-operators who contracted with the Company under a 2001 Contractor Agreement that was in place for one year. The putative class is alleging that the Company should have reimbursed owner-operators for actual miles driven rather than the contracted and industry standard remuneration based upon dispatched miles. The trial court denied plaintiff’s petition for class certification. The plaintiff appealed and on August 6, 2008, the Arizona Court of Appeals issued an unpublished Memorandum Decision reversing the trial court’s denial of class certification and remanding the case back to the trial court. On November 14, 2008, the Company filed a petition for review to the Arizona Supreme Court regarding the issue of class certification as a consequence of the denial of the Motion for Reconsideration by the Court of Appeals. On March 17, 2009, the Arizona Supreme Court granted the Company’s petition for review, and on July 31, 2009, the Arizona Supreme Court vacated the decision of the Court of Appeals, opining that the Court of Appeals lacked automatic appellate jurisdiction to reverse the trial court’s original denial of class certification and remanded the matter back to the trial court for further evaluation and determination. Thereafter, the plaintiff renewed the motion for class certification and expanded it to include all persons who were employed by Swift as employee drivers or who contracted with Swift as owner-operators on or after January 30, 1998, in each case who were compensated by reference to miles driven. On November 4, 2010, the Maricopa County trial court entered an order certifying a class of owner-operators and expanding the class to include employees. Upon certification, the Company filed a motion to compel arbitration, as well as filing numerous motions in the trial court urging dismissal on several other grounds including, but not limited to the lack of an employee as a class representative, and because the named owner-operator class representative only contracted with the Company for a three-month period under a one-year contract that no longer exists. In addition to these trial court motions, the Company also filed a petition for special action with the Arizona Court of Appeals, arguing that the trial court erred in certifying the class because the trial court relied upon the Court of Appeals ruling that was previously overturned by the Arizona Supreme Court. On April 7, 2011, the Arizona Court of Appeals declined jurisdiction to hear this petition for special action and the Company filed a petition for review to the Arizona Supreme Court. On August 31, 2011, the Arizona Supreme Court declined to review the decision of the Arizona Court of Appeals. In April 2012, the trial court issued the following rulings with respect to certain motions filed by Swift: (1) denied Swift’s motion to compel arbitration; (2) denied Swift’s request to decertify the class; (3) granted Swift’s motion that there is no breach of contract; and (4) granted Swift’s motion to limit class size based on statute of limitations. On November 13, 2014, the court denied plaintiff's motion to add new class representatives for the employee class and therefore the employee class remains without a plaintiff class representative. On March 18, 2015, the court denied Swift's two motions for summary judgment (1) to dismiss any claims related to the employee class since there is no class representative; and (2) to dismiss plaintiff's claim of breach of a duty of good faith and fair dealing. On July 14, 2015, the court granted Swift's motion to decertify the entire class. On December 23, 2015, Plaintiff filed a Petition for Special Action with the Arizona Court of appeals. That petition has been fully briefed and oral argument is scheduled for February 17, 2016. Ninth Circuit Owner-Operator Misclassification Class Action Litigation On December 22, 2009 , a class action lawsuit was filed against Swift Transportation and IEL: Virginia VanDusen, John Doe 1 and Joseph Sheer , individually and on behalf of all other similarly-situated persons v. Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew , Case No. 9-CIV-10376 filed in the United States District Court for the Southern District of New York (the "Sheer Complaint"). The putative class involves owner-operators alleging that Swift Transportation misclassified owner-operators as independent contractors in violation of the federal Fair Labor Standards Act ("FLSA"), and various New York and California state laws and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL. At present, in addition to the named plaintiffs, approximately 450 other current or former owner-operators have joined this lawsuit. Upon Swift’s motion, the matter was transferred from the United States District Court for the Southern District of New York to the United States District Court in Arizona. On May 10, 2010, the plaintiffs filed a motion to conditionally certify an FLSA collective action and authorize notice to the potential class members. On September 23, 2010, plaintiffs filed a motion for a preliminary injunction seeking to enjoin Swift and IEL from collecting payments from plaintiffs who are in default under their lease agreements and related relief. On September 30, 2010, the district court granted Swift’s motion to compel arbitration and ordered that the class action be stayed, pending the outcome of arbitration. The district court further denied plaintiff’s motion for preliminary injunction and motion for conditional class certification. The district court also denied plaintiff’s request to arbitrate the matter as a class. The plaintiff filed a petition for a writ of mandamus to the Ninth Circuit Court of Appeals asking that the district court’s September 30, 2010 order be vacated. On July 27, 2011, the Ninth Circuit Court of Appeals denied the plaintiff’s petition for writ of mandamus and thereafter the district court denied plaintiff’s motion for reconsideration and certified its September 30, 2010 order. The plaintiffs filed an interlocutory appeal to the Ninth Circuit Court of Appeals to overturn the district court’s September 30, 2010 order to compel arbitration, alleging that the agreement to arbitrate is exempt from arbitration under Section 1 of the Federal Arbitration Act ("FAA") because the class of plaintiffs allegedly consists of employees exempt from arbitration agreements. On November 6, 2013, the Ninth Circuit Court of Appeals reversed and remanded, stating its prior published decision, "expressly held that a district court must determine whether an agreement for arbitration is exempt from arbitration under Section 1 of the FAA as a threshold matter." As a consequence of this determination by the Ninth Circuit Court of Appeals being different from a decision of the Eighth Circuit Court of Appeals on a similar issue, on February 4, 2014, the Company filed a petition for writ of certiorari to the United States Supreme Court to address whether the district court or arbitrator should determine whether the contract is an employment contract exempt from Section 1 of the Federal Arbitration Act. On June 16, 2014, the United States Supreme Court denied the Company’s petition for writ of certiorari. The matter remains pending in the district court and is currently in discovery. The Company also filed a writ of mandamus and appeal from the district court's order that effectively denied the Company's motion to compel arbitration. The Ninth Circuit held oral argument on November 16, 2015 and the parties await a decision from the Court. The Company intends to vigorously defend against any proceedings. The final disposition of this case and the impact of such final disposition cannot be determined at this time. California Wage, Meal and Rest Employee Class Actions On March 22, 2010 , a class action lawsuit was filed by John Burnell , individually and on behalf of all other similarly-situated persons against Swift Transportation: John Burnell and all others similarly-situated v. Swift Transportation Co., Inc. , filed in the Superior Court of California, County of San Bernardino (the "Burnell Complaint"). On September 3, 2010, upon motion by Swift, the matter was removed to the United States District Court for the Central District of California, Case No. EDCV10-809-VAP. The putative class includes drivers who worked for Swift during the four years preceding the date of filing alleges that Swift failed to pay the California minimum wage, failed to provide proper meal and rest periods and failed to timely pay wages upon separation from employment. On April 9, 2013, the Company filed a motion for judgment on the pleadings, requesting dismissal of plaintiff's claims related to alleged meal and rest break violations under the California Labor Code alleging that such claims are preempted by the Federal Aviation Administration Authorization Act. On April 5, 2012 , the Company was served with a class action lawsuit, alleging facts similar to those as set forth in the Burnell Complaint: James R. Rudsell , on behalf of himself and all others similarly-situated v. Swift Transportation Co. of Arizona, LLC and Swift Transportation Company , in the Superior Court of California, County of San Bernardino (the "Rudsell Complaint"). On May 3, 2012, upon motion by Swift, the matter was removed to the United States District Court for the Central District of California, Case No. EDCV12-00692-VAP. The Rudsell Complaint was stayed on April 29, 2013, pending a resolution of the Burnell Complaint. On September 25, 2014 , a class action lawsuit was filed by Lawrence Peck on behalf of himself and all other similarly-situated persons against Swift Transportation: Peck v. Swift Transportation Co. of Arizona, LLC in the Superior Court of California, County of Riverside (the "Peck Complaint"). The putative class, which includes current and former non-exempt employee truck drivers who performed services in California within the four-year statutory period, alleges that Swift failed to pay for all hours worked (specifically that pay-per-mile fails to compensate drivers for non-driving related services), failed to pay overtime, failed to properly reimburse work-related expenses, failed to timely pay wages and failed to provide accurate wage statements. On October 24, 2014, upon motion by Swift, the matter was removed to the United States District Court for the Central District of California, Case No. 14-CV-02206-VAP. The Peck Complaint was stayed on April 6, 2015, pending a resolution of the earlier filed cases. On February 27, 2015 , Sadashiv Mares filed a complaint alleging five Causes of Action arising under California state law on behalf of himself and a putative class against Swift Transportation Co. of Arizona, LLC , in the Superior Court of California, County of Alameda (the "Mares Complaint"). On July 13, 2015, upon motion by Swift, the matter was removed to the United States District Court for the Northern District of California, Case No. 2:15-CV-03253-JSW. Upon the Parties stipulation, on October 17, 2015, the case was transferred to the United States District Court for the Central District of California, Case No. 2:15-CV-07920-VAP. Swift has filed a Motion to Dismiss or, in the Alternative, to stay the Mares Complaint, based on the similarities between the Mares Complaint and the Burnell, Rudsell and Peck Complaints, which is currently pending before the Court. On April 15, 2015 , a complaint was filed in the Superior Court of California, County of San Bernardino: Rafael McKinsty et al . v. Swift Transportation Co. of Arizona, LLC , et al. (the "McKinsty Complaint"). The McKinsty Complaint, a purported class action, alleges violation of California rest break laws and is similar to the Burnell, Rudsell, Peck and Mares Complaints. On July 2, 2015, upon motion by Swift, the matter was removed to the United States District Court for the Central District of California, Case No. 15-CV-1317-VAP. The McKinsty Complaint was stayed on August 19, 2015, pending a resolution of the earlier filed cases. On October 15, 2015 , a class action lawsuit was filed in the Superior Court of California, County of Riverside: Thor Nilsen v. Swift Transportation Co. of Arizona, LLC (the "Nilsen Complaint"). The Nilsen Complaint alleges violations of California law similar to the Burnell, Rudsell, Peck, Mares, and McKinsty Complaints. On December 9, 2015, upon motion by Swift, the matter was removed to the United States District Court for the Central District of California, Case No. 15-CV-02504-VAP. The Parties are currently discussing a stay of the Nilsen Complaint, pending a resolution of the earlier filed cases. The issue of class certification must first be resolved before the court will address the merits of these cases, and the Company retains all of its defenses against liability and damages, pending a determination of class certification. A class certification briefing schedule has been set in the Burnell Complaint, and a class certification hearing is scheduled on April 25, 2016. The Company intends to vigorously defend against certification of the class in all of these matters, as well as the merits of these matters, should the classes be certified. The final disposition of these cases and the impact of such final dispositions of these cases cannot be determined at this time. Delaware Fair Labor Standards Act Class Action Litigation On December 29, 2015 , a class action lawsuit was filed by Pamela Julian , individually and on behalf of all other similarly-situated persons against Swift Transportation, Inc., et al. in the United States District Court for the District of Delaware, Case No. 1:15-CV-01212-UNA. The complaint alleges that Swift violated the FLSA by failing to pay its trainee drivers minimum wage for all work performed and by failing to pay overtime. Swift expects to file a responsive pleading to the complaint. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend against the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time. Washington Overtime Class Action On September 9, 2011 , a class action lawsuit was filed by Troy Slack and several other drivers on behalf of themselves, and all similarly-situated persons, against Swift Transportation: Troy Slack, et al. v. Swift Transportation Co. of Arizona, LLC and Swift Transportation Corporation in the State Court of Washington, Pierce County (the "Slack Complaint"). The Slack Complaint was removed to federal court on October 12, 2011, case number 11-2-114380. The putative class includes all current and former Washington state-based employee drivers during the three-year statutory period prior to the filing of the lawsuit, and through the present, and alleges that they were not paid minimum wage and overtime in accordance with Washington state law and that they suffered unlawful deductions from wages. On November 23, 2013, the court entered an order on plaintiffs' motion to certify the class. The court only certified the class as it pertains to "dedicated" drivers and did not certify any other class, including any class related to over-the-road drivers. The parties dispute the definition of "dedicated" as used by the court and a class notice has not yet been issued. On September 2, 2015, new counsel was appointed for Plaintiffs and on November 16, 2015, new legal counsel was substituted for the Company. As a result of the substitution of counsel for both parties, the court has extended all existing dates by ten months. The matter is now anticipated to move into discovery. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend against the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time. Indiana Fair Credit Reporting Act Class Action Litigation On March 18, 2015 , a class action lawsuit was filed by Melvin Banks , individually and on behalf of all other similarly-situated persons against Central Refrigerated Service, Inc. in the United States District Court for the Northern District of Indiana, Case No. 2:15-CV-00105. The complaint alleges that Central violated the Fair Credit Reporting Act by failing to provide job applicants with adverse action notices and copies of their consumer reports and statements of rights. At this time, the size of the potential class is unknown. The matter is now anticipated to move into discovery. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend against the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time. Utah Collective and Individual Arbitration On June 1, 2012 , Gabriel Cilluffo, Kevin Shire and Bryan Ratterree filed a putative class and collective action lawsuit against Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes (collectively referred to herein as the "Central Parties"), Case No. ED CV 12-00886 in the United States District Court for the Central District of California. Through this action, the plaintiffs alleged that the Central Parties misclassified owner-operator drivers as independent contractors and were therefore liable to these drivers for minimum wages and other employee benefits under the FLSA. The complaint also alleged a federal forced labor claim under 18 U.S.C. § 1589 and 1595, as well as fraud and other state-law claims. Pursuant to the plaintiffs' owner-operator agreements, the district court issued an Order compelling arbitration and directed that the plaintiffs' causes of action under the FLSA should proceed to collective arbitration, while their forced labor, fraud and state law claims would proceed as separate individual arbitrations. A collective arbitration was subsequently initiated with the American Arbitration Association ("AAA"). Notice of the collective arbitration was sent to more than 3,000 owner-operators who worked for Central Refrigerated Service, Inc. and leased a vehicle from Central Leasing, Inc. on or after June 1, 2009. The parties are currently conducting discovery. No trial date has been set by the arbitrator. In addition to the collective arbitration that is pending before the AAA, the three named plaintiffs, along with approximately 400 other owner-operators, have initiated a series of individual, bilateral proceedings against the Central Parties with the AAA. Discovery is commencing in these individual cases, which are pending before approximately 30 separate arbitrators. Trial dates for these arbitrations are expected to begin in late 2016. Upon the acquisition of Central Refrigerated by Swift Transportation Company, the plaintiffs in both the collective and individual actions were allowed to amend their complaints in June 2015 to include Swift Transportation Company as a defendant. The Company and the Central Parties intend to vigorously defend against the merits of plaintiffs' claims in both the collective and individual arbitration proceedings. The final disposition of this case and the impact cannot be determined at this time. California Class and Collective Action for Pre-employment Physical Testing On October 6, 2014 Robin Anderson filed a putative class and collective action against Central Refrigerated Service, Inc. , ("Central Refrigerated") Case No. 5:14-CV 02062 in the United States District Court for the Central District of California (the "Anderson Complaint"). In this action, plaintiff alleges that pre-employment tests of physical strength administered by a third party on behalf of Central Refrigerated had an unlawfully discriminatory impact on female applicants and applicants over the age of 40. The suit seeks damages under Title VII of the Civil Rights Act of 1964, the Age Discrimination Act, and parallel California state law provisions, including the California Fair Employment and Housing Act. Upon the acquisition of Central Refrigerated by Swift Transportation Company, Plaintiff was allowed to amend her complaint in October 2015 to include Swift Transportation Company and Workwell Systems, Inc. as additional defendants. Workwell Systems, Inc. is the company that provided the physical testing service used by Central Refrigerated. The litigation is still at a very preliminary stage and plaintiff has not yet effected service on the newly added defendants. Discovery has not yet commenced in the case and no trial date has been set. There is not currently any information available regarding the number of potential members of the putative class or collective actions. Central Refrigerated and Swift intend to vigorously defend against the merits of plaintiff’s claims. The final disposition of this case and the impact cannot be determined at this time. Demand for Inspection of Books and Records In February 2016, the Company received several shareholder demands, requesting to inspect the Company’s books and records, pursuant to Section 220 of the Delaware General Corporation Law. The demands relate to the shareholders’ alleged investigation pertaining to whether the Board and Jerry Moyes have breached their fiduciary duties with respect to matters that have been publicly disclosed concerning the Company's securities trading policy, limitations on the pledging of Company stock on margin and share repurchases. The Company is in the process of responding to the shareholders’ requests. Any future disposition or resolution of these matters cannot be determined at this time. Environmental The Company's tractors and trailers are involved in motor vehicle accidents, experience damage, mechanical failures and cargo issues as an incidental part of its normal ordinary course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of December 31, 2015, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $0.4 million in the aggregate for all current and prior year claims. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company has typically used pay-fixed/receive-variable interest rate swaps to reduce the Company’s aggregate exposure to interest rate risk. The Company does not enter into derivative agreements for speculative purposes. Swift Interest Rate Swaps In April 2011, as contemplated by the then-existing credit facility, the Company entered into two forward-starting interest rate swap agreements with a notional amount of $350.0 million . These interest rate swaps were effective in January 2013 and had a maturity date of July 2015 . On April 27, 2011 ("designation date"), the Company designated and qualified these interest rate swaps as cash flow hedges. Subsequent to the designation date, the effective portion of the changes in estimated fair value of the designated swaps was recorded in AOCI, and thereafter reclassified to derivative interest expense in the periods that the interest on the hedged debt affected earnings. The Company began accruing for hedged interest in January 2013. Refer to Note 24 for amounts and the Company's methodology related to fair value of interest rate swaps. On March 7, 2013, the Company entered into the 2013 Agreement, as discussed in Note 12 . Due to the incorporation of a new interest rate floor provision in the 2013 Agreement, the Company concluded, as of February 28, 2013, that the outstanding interest rate swaps were no longer highly effective in achieving offsetting changes in cash flows related to the hedged interest payments. As a result, the Company de-designated the hedges as of February 28, 2013 ("de-designation date"), at which time the effective portion of the change in fair value of interest rate swaps (previously recorded in AOCI) was, and will continue to be, amortized as derivative interest expense over the period of the originally designated hedged interest payments through July 2015. Following the de-designation date, changes in fair value of the interest rate swaps are immediately recognized as derivative interest expense in the consolidated income statements. Effects on Income and AOCI The final settlement of the Company's interest rate swaps occurred in July 2015. The following table presents pre-tax losses from changes in fair value of the Company's interest rate swaps included in AOCI and earnings (in thousands): Year Ended December 31, 2015 2014 2013 Losses recognized in AOCI from cash flow hedges (effective portion) $ — $ — $ 145 Loss reclassified from AOCI into net income from cash flow hedges (effective portion) $ 3,886 $ 6,218 $ 3,143 Loss recognized in income from de-designated derivative contracts 86 277 709 Derivative interest expense $ 3,972 $ 6,495 $ 3,852 Losses (benefits) on cash flow hedging, reclassified out of AOCI into the consolidated income statements were as follows (in thousands): Year Ended December 31, Reclassified to: 2015 2014 2013 Interest rate swaps Derivative interest expense $ 3,886 $ 6,218 $ 3,143 Income tax benefit Income tax expense (1,469 ) (2,220 ) (1,226 ) Net income $ 2,417 $ 3,998 $ 1,917 Activities related to AOCI, net of tax, are presenting in the consolidated statement of stockholder's equity, and primarily pertain to derivative financial instruments. The tax effects are presented in the consolidated statements of comprehensive income. Activities related to foreign currency transactions were immaterial for the years ended December 31, 2015 , 2014 and 2013 . |
Equity and Stock-based Compensa
Equity and Stock-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity and Stock-based Compensation | Equity and Stock-based Compensation Common Stock Holders of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to two votes per share on any matter to be voted on by our stockholders. Holders of Class A and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by law, except that a separate vote of each class would be required for: • any merger or consolidation in which holders of shares of Class A common stock receive consideration that is not identical to holders of shares of Class B common stock; • any amendment of Swift Transportation Company’s amended and restated certificate of incorporation or amended and restated bylaws that alters the relative rights of its common stockholders; and • any increase in the authorized number of shares of Class B common stock or the issuance of shares of Class B common stock, other than such increase or issuance required to effect a stock split, stock dividend, or recapitalization pro rata with any increase or issuance of Class A common stock. Stock Plans On March 28, 2014, the Board adopted the 2014 Stock Plan, which replaced the 2007 Stock Plan. The 2014 Stock Plan became effective upon stockholder approval on May 8, 2014, after which date no new awards would be granted under the 2007 Stock Plan. The 2007 Stock Plan continues to govern all awards granted under the 2007 Stock Plan until such awards have been exercised, forfeited, canceled or have otherwise expired or terminated. The 2014 Stock Plan generally contains the same features, terms and conditions as the 2007 Stock Plan. Additionally, the 2014 Stock Plan did not increase the number of shares of stock available for grant. The 2014 Stock Plan permits the payment of cash incentive compensation and authorizes the granting of stock options, stock appreciation rights, restricted stock and RSUs, performance shares and performance share units, cash-based awards, and stock-based awards to the Company's employees and non-employee directors for up to 12.0 million shares of Class A common stock. As of December 31, 2015, the aggregate number of shares remaining available under the 2014 Stock Plan was 4.9 million . Stock-based Compensation Expense Stock-based compensation expense, which is included in "Salaries, wages and employee benefits" in the consolidated income statements is comprised of the following (in thousands): Year Ended December 31, 2015 2014 2013 Stock options $ 1,333 $ 3,007 $ 3,359 Restricted stock shares and RSUs 3,939 1,600 887 Performance shares 1,253 789 399 Total stock-based compensation expense $ 6,525 $ 5,396 $ 4,645 Income tax benefit $ 2,453 $ 1,926 $ 1,788 During 2010, the Company repriced approximately 4.3 million outstanding options that had exercise prices above the IPO price. These options were repriced down to the IPO price of $11.00 per share and were held by approximately 1,100 employees. This resulted in $5.6 million of incremental equity compensation expense recognized over the remaining service period of the repriced options through August 2013. The following table presents the total unrecognized stock-based compensation expense and the expected weighted average period over which these expenses will be recognized: December 31, 2015 Expense Weighted Average Period (In thousands) (In years) Stock options $ 1,628 0.87 Restricted stock shares and RSUs $ 6,742 1.05 Performance shares $ 1,650 0.83 Stock Options Stock options are the contingent right of award holders to purchase shares of Swift Transportation Company Class A common stock at a stated price for a limited time. For options granted prior to the Company's IPO in December 2010, the exercise price of options granted equaled or exceeded the estimated fair value of the common stock on the grant date. The estimated fair value of the common stock prior to the Company’s IPO in each case was determined by management based upon a number of factors, including the Company's discounted projected cash flows, comparative multiples of similar companies, the lack of liquidity of the Company's common stock and certain risks the Company faced at the time of the valuation. Options granted prior to the Company's IPO that had an exercise price that exceeded the IPO price of $11.00 were repriced to the IPO price at the time of the IPO. For options granted after the Company’s IPO, the exercise price of options granted equaled the fair value of the Company’s common stock determined by the closing price of the Company’s Class A common stock quoted on the NYSE on the grant date. All options have a ten -year contractual term. The options issued prior to the Company's IPO were granted to two categories of employees. The options granted to the first category of employees vest upon the occurrence of the earliest of: (i) a sale or a change in control of the Company or, (ii) a five -year vesting period at a rate of 33 1/3% following the third anniversary date of the grant. The options granted to the second category of employees vest upon the later of (i) the occurrence of an initial public offering of the Company or (ii) a five -year vesting period at a rate of 33 1/3% following the third anniversary date of the grant. To the extent vested, both types of options become exercisable simultaneous with the closing of the earlier of (i) an initial public offering, (ii) a sale, or (iii) a change in control of the Company. The options granted in 2013 and later have a vesting period of three years at a rate of 33 1/3% per year. A summary of the activity related to stock options for the year ended December 31, 2015 was as follows: Shares Under Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (In years) (In thousands) Outstanding at January 1, 2015 3,764,874 $ 11.34 4.68 $ 65,089 Granted 195,017 $ 24.84 Exercised (665,531 ) $ 10.45 Expired (25,542 ) $ 11.37 Forfeited (44,565 ) $ 16.83 Outstanding at December 31, 2015 3,224,253 $ 11.01 4.04 $ 9,051 Aggregate number of stock options expected to vest at a future date as of December 31, 2015 429,266 $ 13.18 8.10 $ 275 Exercisable at December 31, 2015 2,720,513 $ 10.63 3.30 $ 8,691 ____________ (1) The aggregate intrinsic value was computed using the closing share price on December 31, 2015 of $13.82 and on December 31, 2014 of $28.63 , as applicable. The fair value of each stock option grant is estimated on the grant date using the Black-Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the grant date. The following table presents the weighted average assumptions used to determine the fair value of stock options issued: Year Ended December 31, 2015 2014 2013 Dividend yield —% —% —% Risk-free rate of return 1.41% 1.28% 1.04% Expected volatility 37.22% 40.00% 40.80% Expected term (in years) 5.8 5.8 5.8 Weighted average fair value of stock options granted $6.96 $6.79 $5.90 The dividend yield assumption is based on anticipated dividend payouts. The risk-free interest rate assumption is based on the United States Treasury yield curve at the grant date with maturity dates approximately equal to the expected life at the grant date. The Company estimates the expected volatility and expected option life assumption consistent with ASC Topic 718, Compensation – Stock Compensation . Expected volatility is based upon an analysis of historical prices of similar market capitalized trucking group participants within the Dow Jones Total United States Market Index over the expected term of the options. The Company chose a daily measurement interval for historical volatility as it believes this better depicts the nature of employee option exercise decisions being based on shorter-term trends in the price of the underlying shares, rather than on monthly price movements. As a result of the inability to predict the expected future employee exercise behavior, the Company estimated the expected term of the options using a simplified method based on contractual and vesting terms of the options. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. The following table summarizes stock option exercise information for the years presented (in thousands, except share data): Year Ended December 31, 2015 2014 2013 Number of stock options exercised 665,531 1,100,998 1,210,184 Intrinsic value of stock options exercised $ 9,695 $ 15,830 $ 8,773 Cash received upon exercise of stock options $ 6,953 $ 11,488 $ 12,985 Income tax benefit $ 2,147 $ 3,730 $ 187 The following table is a rollforward of the Company's nonvested stock options: Stock Options Shares Weighted Average Fair Value Nonvested at January 1, 2015 988,338 $ 4.02 Granted 195,017 $ 6.96 Vested (635,050 ) $ 5.02 Forfeited (44,565 ) $ 6.77 Nonvested at December 31, 2015 503,740 $ 6.92 The total fair value of the shares vested during the years ended December 31, 2015 , 2014 and 2013 was $3.2 million , $3.2 million and $4.0 million , respectively. Restricted Stock Awards Restricted stock awards are shares of Swift's Class A common stock that are subject to forfeiture until the lapse of defined restrictions, including time-based restrictions. Restricted stock awards, which are granted in the form of restricted stock shares and RSUs, are accounted for as equity awards. Accordingly, the estimated fair value of restricted stock awards is based upon the closing price of the Company’s Class A common stock on the grant date. Restricted Stock Share — This is typically the form of restricted stock award granted to the Board. Directors on the board are entitled to vote during the vesting period. For awards granted in 2014 and thereafter, the forfeiture restrictions associated with restricted stock shares lapse on the first anniversary of the grant date with respect to an equal installment of shares. For awards granted prior to 2014, the forfeiture restrictions associated with restricted stock shares lapse on each of the first three anniversaries of the grant date with respect to an equal installment of shares. Additionally, restricted stock shares are not transferable for a period of four years from the grant date, other than for applicable tax withholdings. RSU — This is typically the form of restricted stock award granted to Company employees. An RSU represents a right to receive a common share of stock when the unit vests. RSU recipients cannot vote during the vesting period. Employees forfeit their units if their employment terminates before the vesting date. The following table presents grants of restricted stock awards and the respective plans under which they were granted: Year Ended December 31, 2015 2014 2013 (2014 Stock Plan) (2007 Stock Plan) Restricted stock shares granted to the Board 16,601 17,102 10,480 RSUs granted to company employees 212,272 203,968 254,533 Total restricted stock awards granted 228,873 221,070 265,013 The following table is a rollforward of nonvested restricted stock awards: Restricted Stock Awards Number of Awards Weighted Average Fair Value Nonvested at January 1, 2015 374,309 $ 19.95 Granted 228,873 $ 24.43 Vested (1) (158,304 ) $ 19.44 Forfeited (26,597 ) $ 21.69 Nonvested at December 31, 2015 (2) 418,281 $ 22.54 ____________ (1) Includes 19,024 shares of restricted stock previously issued to Board members, but that vested during 2015. (2) Includes 19,221 shares of restricted stock previously issued to Board members, but not yet vested as of December 31, 2015. Performance Shares Beginning in 2013, the Company granted certain members of executive management performance shares. These awards provide each grantee a number of shares of Swift's Class A common stock at the end of a three -year period, based on certain performance criteria established by the compensation committee of the Board. The performance criteria are designed to focus management's attention on the Company's key long-term financial goals, and are measured over the three -year period. The following table is a rollforward of nonvested performance shares: Performance Shares Shares Weighted Average Fair Value Nonvested at January 1, 2015 165,940 $ 17.23 Granted 58,960 $ 23.86 Vested (1) — $ — Forfeited (9,567 ) $ 18.40 Nonvested at December 31, 2015 215,333 $ 18.99 ____________ (1) The performance period for the performance share awards granted in February 2013 ended on December 31, 2015. The Board will approve the final vesting of these awards subsequent to December 31, 2015, based on the results of the three -year performance period. 2012 Employee Stock Purchase Plan In 2012, the Company’s Board adopted and its stockholders approved the Swift Transportation Company 2012 ESPP. The 2012 ESPP is intended to qualify under Section 423 of the Internal Revenue Code and is considered noncompensatory. Pursuant to the 2012 ESPP, the Company is authorized to issue up to 2.0 million shares of its Class A common stock to eligible employees who participate in the plan. Employees are eligible to participate in the 2012 ESPP following at least 90 days of employment with the Company or any of its participating subsidiaries. Under the terms of the 2012 ESPP, eligible employees may elect to purchase common stock through payroll deductions, not to exceed 15% of their gross cash compensation. The purchase price of the common stock is 95% of the common stock’s fair market value quoted on the NYSE on the last trading day of each offering period. There are four three -month offering periods corresponding to the calendar quarters. Each eligible employee is restricted to purchasing a maximum of $6,250 of common stock during an offering period, determined by the fair market value of the common stock as of the first day of the offering period, and $25,000 of common stock during a calendar year. Employees who own 5% or more of the total voting power or value of all classes of common stock are restricted from participating in the 2012 ESPP. During the year ended December 31, 2015 , the Company issued 59,556 shares, under the 2012 ESPP at an average price per share of $20.38 . As of December 31, 2015 , the Company is authorized to issue an additional 1.8 million shares under the 2012 ESPP. Related Party Common Stock Transactions Amended M Capital II VPF and Cactus VPF — On October 30, 2015, M Capital II and another Moyes Affiliate, Cactus Holding I, entered into the Amended M Capital II VPF and the Cactus VPF, respectively. The purposes of these two VPF contracts were to (i) extend the maturity date of M Capital II’s then-existing VPF with Citibank N.A. entered into on October 29, 2013 and maturing on November 4, 2015 through November 6, 2015 and (ii) generate cash proceeds for the repayment of certain stock-secured obligations of Cactus Holding II, a Moyes Affiliate, and thereby effect the release of certain shares of Class B Common Stock pledged in connection with the same. Cactus Holding I entered into the Cactus VPF contract in respect of 3.3 million shares of the Company's Class B Common Stock, which were pledged by Cactus Holding I as security for its obligations under the Cactus VPF contract. Under the Cactus VPF contract, Cactus Holding I is required to deliver to Citigroup Global Markets Inc. ("CGMI") a variable amount of stock or cash during a three trading day period at the maturity of the contract on November 21, 2016 through November 24, 2016. In connection with the Cactus VPF contract, Cactus Holding I received $48.3 million from CGMI. In connection with the Amended M Capital II VPF, M Capital II paid Citibank N.A $18.5 million . The source of these funds was a cash payment from CGMI in connection with the Cactus VPF Contract. Under the Amended M Capital II VPF contract, M Capital II is required to deliver to Citibank N.A. a variable amount of stock or cash during a three trading day period at the maturity of the contract on November 21, 2016 through November 24, 2016. The number of shares of the Company's Class B Common Stock subject to the Amended M Capital VPF remains unchanged at 13.7 million . The Amended M Capital II VPF and the Cactus VPF contracts allow Mr. Moyes and the Moyes Affiliates to retain the same number of shares and voting percentage as they had prior to these VPF contracts. In addition, Mr. Moyes and the Moyes Affiliates are able to participate in any price appreciation of the Company’s common stock. The Amended M Capital II VPF Contract generally permits M Capital II to participate in any price appreciation in the Company’s common stock between $22.00 and $26.40 per share. Under the then-existing VPF, M Capital II was generally permitted to participate in any price appreciation in the Company's common stock between $22.54 and $34.00 per share. The Cactus VPF Contract generally permits Cactus Holding I to participate in any price appreciation in the Company's common stock between $22.00 and $26.40 per share. In connection with the Amended M Capital II VPF transaction, 26.0 million shares of Class B Common Stock are collateralized by Citibank, N.A. to secure M Capital II’s obligations under the VPF Contract. Cactus II Pledging — In July 2011 and December 2011, Cactus Holding Company II, LLC ("Cactus II"), an entity controlled by Mr. Moyes, pledged 12.0 million shares of Class B common stock on margin as collateral for personal loan arrangements entered into by Cactus II and relating to Mr. Moyes. In connection with these December 2011 transactions, Cactus II converted 6.6 million of the 12.0 million pledged shares of Class B common stock into shares of Class A common stock on a one-for-one basis. During 2012, the Moyes Affiliates converted an additional 1.1 million shares of Class B common stock to Class A common stock and sold 4.8 million of these pledged Class A shares to a counter-party pursuant to a sale and repurchase agreement with a full recourse obligation to repurchase the securities at the same price on the fourth anniversary of sale. As of December 31, 2015 , the Moyes Affiliates had pledged on margin 9.1 million shares. During 2014 and 2013 , the Moyes Affiliates converted shares of common stock on a one-for-one basis as follows: Transaction Date Converted from Class B Converted to May 30, 2014 (1,450,000 ) 1,450,000 December 31, 2013 (53,298 ) 53,298 There were no shares converted in 2015. Central's Stockholder Loans Receivable, Pre-acquisition Upon closing of the Central Acquisition on August 6, 2013, Central's majority stockholder repaid $30.0 million on an unsecured promissory note to Central that was originally loaned on March 8, 2013. |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Repurchase Agreements [Abstract] | |
Share Repurchase Agreement | Share Repurchase Program On September 25, 2015 , the Company announced that the Board authorized a $100.0 million repurchase of the Company's outstanding Class A common stock. In November 2015, the Company repurchased and canceled 4.2 million shares of its outstanding Class A common stock for $70.0 million . The excess of the purchase price over par value was allocated $43.4 million to "Additional paid-in capital" and $26.6 million to "Accumulated deficit" in the consolidated balance sheet. As of December 31, 2015, $30.0 million remained available under the repurchase agreement. In January 2016, the Company repurchased $30.0 million of its outstanding Class A common stock, thus completing the share repurchase program. There were no share repurchase transactions in 2014 or 2013. On February 22, 2016, the Company announced that the Board authorized up to an additional $150.0 million repurchase of the Company’s outstanding Class A common stock, subject to free cash flow availability after fleet reinvestment and certain debt reduction targets. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Weighted Average Shares Outstanding | Weighted Average Shares Outstanding Basic and diluted earnings per share, as presented in the consolidated income statements, are calculated by dividing net income by the respective weighted average common shares outstanding during the period. The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding (in thousands): December 31, 2015 2014 2013 Basic weighted average common shares outstanding 142,018 141,431 140,179 Dilutive effect of stock options 1,650 2,044 2,042 Diluted weighted average common shares outstanding 143,668 143,475 142,221 Anti-dilutive shares excluded from diluted earnings per share (1) 354 162 174 ____________ (1) Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of the Company's common shares during the period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents the Company's income tax expense (benefit) (in thousands): Year Ended December 31, 2015 2014 2013 Current expense (benefit): Federal $ 76,737 $ 81,117 $ (224 ) State 8,826 8,861 5,143 Foreign 8,783 4,107 1,530 94,346 94,085 6,449 Deferred expense (benefit): Federal 24,097 (4,189 ) 85,512 State 3,419 1,975 4,273 Foreign (2,653 ) (2,397 ) 4,748 $ 24,863 (4,611 ) 94,533 Income tax expense $ 119,209 $ 89,474 $ 100,982 Rate Reconciliation — The Company’s effective tax rate was 37.6% , 35.7% and 39.4% , for the years ended December 31, 2015 , 2014 and 2013 , respectively. Expected tax expense is computed by applying the United States federal corporate income tax rate of 35.0% to earnings before income taxes. Actual tax expense differs from expected tax expense as follows (in thousands): Year Ended December 31, 2015 2014 2013 Computed "expected" tax expense $ 110,875 $ 87,719 $ 89,742 Increase (decrease) in income taxes resulting from: State income taxes, net of federal income tax benefit 8,745 6,866 6,912 Central pre-affiliation earnings taxed as S-Corp — — (4,986 ) Foreign tax rate change in deferred items — — 5,023 Other (411 ) (5,111 ) 4,291 Income tax expense $ 119,209 $ 89,474 $ 100,982 Deferred Income Taxes — As discussed in Note 3 , the Company early-adopted ASU 2015-17. Accordingly, net deferred income taxes at December 31, 2015 are classified as noncurrent and the December 31, 2014 presentation was retrospectively adjusted to conform to this presentation. The components of the net deferred tax asset (liability) included in "Deferred income taxes" in the consolidated balance sheets were (in thousands): December 31, 2015 2014 Deferred tax assets: Self-insurance accruals $ 66,949 $ 61,305 Allowance for doubtful accounts 11,448 9,561 Amortization of stock options 8,923 9,598 Other 18,352 25,239 Total deferred tax assets, net 105,672 105,703 Deferred tax liabilities: Property and equipment, principally due to differences in depreciation (434,802 ) (401,963 ) Prepaid taxes, licenses and permits deducted for tax purposes (14,083 ) (13,170 ) Cancellation of debt (5,622 ) (7,503 ) Intangible assets (110,546 ) (115,115 ) Other (4,451 ) (5,341 ) Total deferred tax liabilities (569,504 ) (543,092 ) Net deferred tax liability $ (463,832 ) $ (437,389 ) Valuation Allowance — As of December 31, 2015 , the Company had federal and state net operating loss carryforwards remaining, with estimated tax effects of $0.4 million and $0.6 million , respectively. The federal and state net operating losses will expire at various times between 2016 and 2030 . The Company has not established a valuation allowance as it has been determined that, based upon available evidence, a valuation allowance is not required. Management asserts that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. All other deferred tax assets are expected to be realized and utilized by continued profitability in future periods. Cumulative Undistributed Foreign Earnings — United States income and foreign withholding taxes have not been provided on approximately $25.3 million of cumulative undistributed earnings of foreign subsidiaries. The earnings are considered to be permanently reinvested outside the United States. As such, the Company is not required to provide United States income taxes on these earnings until they are repatriated in the form of dividends or otherwise. Unrecognized Tax Benefits — The Company's unrecognized tax benefits as of December 31, 2015 would favorably impact our effective tax rate if subsequently recognized. The following is a rollforward of our unrecognized tax benefits (in thousands): Year Ended December 31, 2015 2014 2013 Unrecognized tax benefits at beginning of year $ 1,739 $ 2,385 $ 2,385 Increases for tax positions taken prior to beginning of year — 95 — Decreases for tax positions taken prior to beginning of year — (741 ) — Unrecognized tax benefits at end of year $ 1,739 $ 1,739 $ 2,385 The Company does not anticipate a decrease of unrecognized tax benefits during the next twelve months. Tax Examinations — During the year ended December 31, 2014, the Company concluded its California examination, as well as various other state examinations for certain of its subsidiaries. The conclusion of these examinations resulted in $0.8 million of additional tax payments and $0.4 million of interest and penalties during 2014 . Additional tax payments, as well as interest and penalties related to various state and federal tax examinations concluded during the years ended December 31, 2015 and 2013 were immaterial. Other state jurisdictions are currently conducting examinations for years ranging from 2011 to 2013 . At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Years subsequent to 2011 remain subject to examination. Interest and Penalties — The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties as of December 31, 2015 , 2014 and 2013 , were approximately $1.4 million , $1.3 million and $1.5 million , respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. Regulatory Developments — In December 2014, United States President, Barack Obama, signed the TIPA Act. Among other things, TIPA extended 50% bonus depreciation and the WOTC. During the first three quarters of 2014, the Company did not include 50% bonus depreciation or WOTC in its income tax provision, as these items were not allowed under the previous tax code. Income tax calculations performed for the year ended December 31, 2014 included the full year's adjustment for 50% bonus depreciation and WOTC, as TIPA allowed for retrospective inclusion. In December 2015, President Obama signed the PATH Act of 2015. Among other things, PATH extended 50% bonus depreciation and WOTC. During the first three quarters of 2015, the Company did not include 50% bonus depreciation or WOTC in its income tax provision, as these items were not allowed under the previous tax regime. Income tax calculations performed for the year ended December 31, 2015 include the full year's adjustment for 50% bonus depreciation and WOTC, as PATH allowed for retrospective inclusion. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits | Employee Benefits The Company maintains a 401(k) benefit plan available to all employees who are 21 years of age or older and have completed six months of service. Under the plan, the Company has the option to match employee discretionary contributions up to 3% of an employee’s compensation. Employees’ rights to employer contributions vest after five years from their date of employment. For the years ended December 31, 2015 , 2014 and 2013 , the Company’s employee benefits expense for matching contributions, included in "Salaries, wages and employee benefits" in the consolidated income statements, was approximately $5.6 million , $4.7 million and $5.5 million , respectively. As of December 31, 2015 and 2014 , the Company owed $5.9 million and $4.9 million in matching contributions, respectively, to the plan in respect of such matching contributions. The accrued balance is included in "Accrued liabilities" in the consolidated balance sheets. |
Key Customer
Key Customer | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Key Customer | Key Customer Services provided to the Company’s largest customer, Wal-Mart, generated 12% , 11% and 11% of operating revenue in 2015 , 2014 and 2013 , respectively. Operating revenue generated by Wal-Mart is reported in the Truckload, Dedicated, Swift Refrigerated and Intermodal operating segments. No other customer accounted for 10% or more of operating revenue in the reporting period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The following table presents Swift's transactions with companies controlled by and/or affiliated with its related parties (in thousands): Year Ended December 31, 2015 2014 2013 Provided by Swift Received by Swift Provided by Swift Received by Swift Provided by Swift Received by Swift Freight Services: Thermo King (1) $ 4 $ — $ — $ — $ — $ — Central Freight Lines (2) 237 25 25 24 15 47 SME Industries (2) 978 — 185 — 99 — Other Affiliates (2) — — 14 — 61 — Total $ 1,219 $ 25 $ 224 $ 24 $ 175 $ 47 Facility and Equipment Leases: Thermo King (1) $ 12 $ — $ — $ — $ — $ — Central Freight Lines (2) 1,090 435 843 400 716 399 Other Affiliates (2) 20 1 20 228 20 200 Total $ 1,122 $ 436 $ 863 $ 628 $ 736 $ 599 Other Services: Thermo King (1) $ 1 $ 518 $ — $ 184 $ — $ — Central Freight Lines (2) 142 — 388 — 1,000 — Swift Aircraft Management (2) — 636 — 699 — 876 Other Affiliates (2) 1 139 4 73 159 132 Total $ 144 $ 1,293 $ 392 $ 956 $ 1,159 $ 1,008 ____________ (1) Thermo King West, Inc. and Thermo King Chesapeake, Inc. are owned by William Riley III, a member of Swift's Board. Transactions associated with the Thermo King affiliated entities primarily consist of parts and equipment purchases by Swift. Swift also provided freight services, equipment leasing and other services to the Thermo King affiliated entities. (2) Transactions with Central Freight Lines ("Central Freight") and other companies controlled by and/or affiliated with Jerry Moyes, Swift's CEO and majority shareholder, include freight services, facility leases, equipment leases, and other services. • Freight Services Provided by Swift — The rates the Company charges for freight services to each of these companies for transportation services are market rates, which are comparable to rates charged to third-party customers. These transportation services provided to affiliates provide the Company with an additional source of operating revenue at its normal freight rates. • Freight Services Received by Swift — Transportation services received from Central Freight represent LTL freight services rendered to haul parts and equipment to Company shop locations. The rates paid to Central Freight for these loads are comparable to market rates charged by other unaffiliated LTL carriers. • Other Services Provided by Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Swift — Executive air transport, fuel storage, event fees, equipment purchases, miscellaneous repair services, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. In 2015, the Company purchased bulk diesel fuel totaling $63 thousand from Common Market Trading LLC, which is also included in other services received by Swift from other affiliates. Common Market Trading LLC was initially owned by both Jerry Moyes and his brother, Ronald Moyes, but wholly owned by Ronald Moyes as of October 20, 2015. Receivables and Payables pertaining to these related party transactions were (in thousands): As of December 31, 2015 2014 Receivable Payable Receivable Payable Central Freight Lines $ 3 $ 3 $ 93 $ 1 Thermo King 4 46 — 23 Other Affiliates 84 29 23 — Total $ 91 $ 78 $ 116 $ 24 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement ASC Topic 820, Fair Value Measurements and Disclosures, requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of December 31, 2015 and 2014 , the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different. The tables below exclude certain financial instruments. The excluded financial instruments are as follows: cash and cash equivalents, restricted cash, net accounts receivable, income tax refund receivable and accounts payable. The estimated fair value of these financial instruments approximate carrying value as they are short-term in nature. Additionally, for notes payable under revolving lines of credit, fair value approximates the carrying value due to the variable interest rate. For capital leases, the carrying value approximates the fair value. The table below also excludes financial instruments reported at estimated fair value on a recurring basis. See "Recurring Fair Value Measurements." All remaining balance sheet amounts excluded from the table below are not considered financial instruments subject to this disclosure. The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments (in thousands): As of December 31, 2015 2014 Carrying Estimated Carrying Estimated Financial Assets: Restricted investments (1) $ 23,215 $ 23,190 $ 24,510 $ 24,502 Financial Liabilities: 2015 Agreement: New Term Loan A, due July 2020 (2) 669,750 669,750 — — 2014 Agreement: Old Term Loan A, due June 2019 (2) — — 500,000 500,000 2014 Agreement: Term Loan B, due June 2021, net of $920 OID (2) — — 396,080 390,436 Accounts receivable securitization 225,000 225,000 334,000 334,000 Revolving line of credit (3) 200,000 200,000 57,000 57,000 ____________ The carrying amounts of the final instruments shown in the table are included in the consolidated balance sheets, as follows: (1) Restricted investments are included in "Restricted investments, held to maturity, amortized cost." (2) The New Term Loan A, Old Term Loan A and Term Loan B are included in "Current portion of long-term debt" and "Long-term debt, less current portion." (3) The New Revolver (due July 2020) and Old Revolver (due June 2019) are included in "Revolving line of credit." The estimated fair values of the financial instruments shown in the above table as of December 31, 2015 and 2014 , represent management’s best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The estimated fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the estimated fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. These judgments are developed by the Company based on the best information available under the circumstances. The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument. Restricted Investments — The estimated fair value of the Company’s restricted investments is based on quoted prices in active markets that are readily and regularly obtainable. Term Loans — The estimated fair value of the Term Loan B was determined by bid prices in trades between qualified institutional buyers. Securitization of Accounts Receivable — The Company’s securitization of accounts receivable consists of borrowings outstanding pursuant to the Company’s 2015 RSA and 2013 RSA as of December 31, 2015 and 2014 , respectively, as discussed in Note 11 . Its fair value is estimated by discounting future cash flows using a discount rate commensurate with the uncertainty involved. Derivative Financial Instruments — As of December 31, 2014, interest rate swaps represent the only major category of assets or liabilities included in the consolidated balance sheets that are measured by estimating fair value on a recurring basis. The fair values of the interest rate swaps was based on valuations provided by third parties, derivative pricing models, and credit spreads derived from the trading levels of the Company’s first lien term loan as of December 31, 2014 . The Company’s interest rate swaps were not actively traded, but are valued using valuation models and credit valuation adjustments, both of which used significant inputs that were observable in active markets over the terms of the instruments the Company held, and accordingly, the Company classified these valuation techniques as Level 2 in the hierarchy. Interest rate yield curves and credit spreads derived from trading levels of the Company’s first lien term loan were the significant inputs into these valuation models. These inputs were observable in active markets over the terms of the instruments the Company held. The Company considered the effect of its own credit standing and that of its counterparties in the valuations of its derivative financial instruments. Fair Value Hierarchy — ASC Topic 820 establishes a framework for measuring fair value in accordance with US-GAAP and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 further specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: • Level 1 — Valuation techniques in which all significant inputs are quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. • Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices from markets that are not active for assets or liabilities that are identical or similar to the assets or liabilities being measured. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. • Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. When available, the Company uses quoted market prices to determine the estimated fair value of an asset or liability. If quoted market prices are not available, the Company measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the estimated fair value measurement in its entirety. Recurring Fair Value Measurements — As of December 31, 2015 and 2014 , no assets of the Company were measured at estimated fair value on a recurring basis. As of December 31, 2015, no liabilities of the Company were measured at estimated fair value on a recurring basis. The following table presents information about inputs into the estimated fair value measurements of each major category of the Company’s liabilities that were measured at estimated fair value on a recurring basis in periods subsequent to their initial recognition as of December 31, 2014 (in thousands): Fair Value Measurements at Reporting Date Using Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs As of December 31, 2014 Interest rate swaps $ 6,109 $ — $ 6,109 $ — Nonrecurring Fair Value Measurements — As of December 31, 2015 and 2014, none of the Company's liabilities were measured at estimated fair value on a nonrecurring basis. The following table presents assets measured at estimated fair value on a nonrecurring basis, (in thousands): Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses As of December 31, 2015 Note receivable $ — $ — $ — $ — $ (1,480 ) As of December 31, 2014 Other assets $ — $ — $ — $ — $ (2,308 ) In September 2013, the Company agreed to advance up to $2.3 million , pursuant to an unsecured promissory note, to an independent fleet contractor that transported freight on Swift's behalf. In March 2015, management became aware that the independent contractor violated various covenants outlined in the unsecured promissory note, which created an event of default that made the principal and accrued interest immediately due and payable. As a result of this event of default, as well as an overall decline in the independent contractor's financial condition, management re-evaluated the fair value of the unsecured promissory note. At March 31, 2015, management determined that the remaining balance due from the independent contractor to the Company was not collectible, which resulted in a $1.5 million pre-tax adjustment that was recorded in "Non-cash impairments of non-operating assets" in the Company's consolidated income statements. Fair value of assets measured on a nonrecurring basis as of December 31, 2014 represents certain operations software that was replaced, and for which the carrying value was determined to be fully impaired during the three months ended September 30, 2014. |
Segments and Geography
Segments and Geography | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segments and Geography | Segments and Geography Segment Information During 2015 , we operated four reportable segments: Truckload, Dedicated, Swift Refrigerated (formerly Central Refrigerated) and Intermodal. Truckload — The truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada. This service utilizes both company and owner-operator tractors with dry van, flatbed, and other specialized trailing equipment. Dedicated — Through the dedicated segment, the Company devotes use of equipment to specific customers and offers tailored solutions under long-term contracts. This dedicated segment utilizes refrigerated, dry van, flatbed and other specialized trailing equipment. Swift Refrigerated — This segment primarily consists of shipments for customers that require temperature-controlled trailers. These shipments include one-way movements over irregular routes, as well as dedicated truck operations. Intermodal — The intermodal segment includes revenue generated by moving freight over the rail in the Company's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations. Non-reportable Segment — The other non-reportable segment includes the Company's logistics and freight brokerage services, as well as support services provided by its subsidiaries to customers and owner-operators, including repair and maintenance shop services, equipment leasing, and insurance. Intangible asset amortization related to the 2007 Transactions is also included in this other non-reportable segment. Intersegment Eliminations — Certain operating segments provide transportation and related services for other affiliates outside their reportable segment. Revenues for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results. Set forth in the tables below is certain financial information with respect to the Company’s reportable segments (in thousands): Operating Revenues Year Ended December 31, 2015 2014 2013 Truckload $ 2,204,114 $ 2,301,010 $ 2,313,035 Dedicated 927,657 892,078 738,929 Swift Refrigerated 380,251 417,980 452,531 Intermodal 390,572 401,577 376,075 Subtotal 3,902,594 4,012,645 3,880,570 Non-reportable segment 407,781 342,969 287,853 Intersegment eliminations (81,053 ) (56,890 ) (50,228 ) Consolidated operating revenue $ 4,229,322 $ 4,298,724 $ 4,118,195 Operating Income Year Ended December 31, 2015 2014 2013 Truckload $ 257,007 $ 258,072 $ 225,963 Dedicated 82,735 75,794 83,520 Swift Refrigerated 17,080 14,035 17,682 Intermodal 4,128 8,298 5,619 Subtotal 360,950 356,199 332,784 Non-reportable segment 9,154 13,871 24,175 Consolidated operating income $ 370,104 $ 370,070 $ 356,959 Depreciation and Amortization of Property and Equipment Year Ended December 31, 2015 2014 2013 Truckload $ 121,144 $ 113,875 $ 127,404 Dedicated 62,221 53,682 45,568 Swift Refrigerated 16,160 12,510 13,926 Intermodal 13,723 10,875 9,268 Subtotal 213,248 190,942 196,166 Non-reportable segment 38,487 30,180 29,842 Consolidated depreciation and amortization of property and equipment $ 251,735 $ 221,122 $ 226,008 Geographical Information In aggregate, operating revenue from the Company's foreign operations was less than 5.0% of consolidated operating revenue for each of the years ended December 31, 2015 , 2014 and 2013 . Additionally, long-lived assets on the balance sheets of the Company's foreign subsidiaries were less than 5.0% of consolidated Total assets as of December 31, 2015 and 2014 . |
Quarterly Result Of Operations
Quarterly Result Of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) In management's opinion, the following summarized financial information fairly presents the Company's results of operations for the quarters noted. These results are not necessarily indicative of future quarterly results. First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2015 Operating revenue $ 1,015,144 $ 1,059,404 $ 1,064,973 $ 1,089,801 Operating income 75,000 98,476 74,921 121,707 Net income 37,840 50,954 36,281 72,502 Basic earnings per share 0.27 0.36 0.25 0.52 Diluted earnings per share 0.26 0.35 0.25 0.51 2014 Operating revenue $ 1,008,446 $ 1,075,898 $ 1,074,880 $ 1,139,500 Operating income 46,170 94,022 97,411 132,467 Net income 12,305 40,198 50,158 58,491 Basic earnings per share 0.09 0.28 0.35 0.41 Diluted earnings per share 0.09 0.28 0.35 0.41 |
Description of Business and B34
Description of Business and Basis of Presentation, Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Presentation General — The accompanying consolidated financial statements include the accounts of Swift Transportation Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity, the Company applies the equity method of accounting. |
Basis of Accounting, Policy [Policy Text Block] | In management's opinion, the accompanying financial statements were prepared in accordance with principles generally accepted in the United States and include all adjustments necessary for the fair presentation of the periods presented. |
Changes in Presentation | Changes in Presentation Beginning in 2015, the Company made the following changes in presentation: • Excess tax benefits from stock-based compensation are separately presented within "Net cash provided by operating activities" in the consolidated statements of cash flows. The prior period presentation has been retrospectively adjusted to reclassify the amount out of "Accounts payable, accrued and other liabilities" and into the new line item "Excess tax benefits from stock-based compensation." The change in presentation has no net impact on "Net cash provided by operating activities." • Gross amounts of investment in securities activities are presented as "Proceeds from maturities of investments" and "Purchases of investments" in the consolidated statements of cash flows. The prior period presentation has been retrospectively adjusted to accommodate this gross presentation. The change in presentation has no net impact on "Net cash used in investing activities." • "Operating revenue" in the consolidated income statements is disaggregated into the line items "Revenue, excluding fuel surcharge revenue" and "Fuel surcharge revenue." The change in presentation has no net impact on "Operating revenue." • Current deferred income taxes have been reclassified to noncurrent deferred income taxes on the consolidated balance sheet, pursuant to ASU 2015-17. See further details at Note 3. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates — The preparation of the consolidated financial statements, in accordance with US-GAAP, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant items subject to such estimates and assumptions include: • carrying amount of property and equipment, intangibles and goodwill; • valuation allowances for receivables, inventories and deferred income tax assets; • valuation of financial instruments; • calculation of share-based compensation; • estimates of claims accruals; and • contingent obligations. |
Segments, Policy [Policy Text Block] | Segments — The Company uses the "management approach" to determine its reportable segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that management uses to make operating decisions. The CODMs use operating revenues, operating expense categories, operating ratios, operating income and key operating statistics to evaluate performance and allocate resources to the Company’s operations. Operating income is the measure of segment profit or loss management uses to evaluate segment performance and allocate resources, which is consistent with US-GAAP for segment reporting. It is the Company’s measure of segment performance. Operating income should not be viewed as a substitute for US-GAAP net income (loss). Management believes the presentation of operating income enhances the understanding of the Company's performance by highlighting the results of operations and the underlying profitability drivers of the business segments. Operating income is defined as operating revenues less operating expenses, before income tax expense. Based on the unique nature of the Company's operating structure, revenue-generating assets are interchangeable between segments. Therefore, the Company does not prepare separate balance sheets by segment, as assets are not separately identifiable by segment. The Company allocates depreciation and amortization expense on its property and equipment to the segments based on the actual utilization of the asset by the segment during the period. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents — The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Restricted Cash — The Company’s wholly-owned captive insurance companies, Red Rock and Mohave, maintain certain operating bank accounts, working trust accounts and investment accounts. The cash and short-term investments within the accounts are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies. Therefore, these cash and short-term investments are classified as "Restricted cash" in the consolidated balance sheets. |
Restricted Investments, Policy [Policy Text Block] | Restricted Investments — The Company's investments are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies. The Company accounts for its investments in accordance with ASC Topic 320, Investments – Debt and Equity Securities . Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates the determination on a quarterly basis. As of December 31, 2015 , all of the Company’s investments in fixed-maturity securities were classified as held-to-maturity, as the Company has the positive intent and ability to hold these securities to maturity. Held-to-maturity securities are carried at amortized cost. The amortized cost of debt securities is adjusted using the effective interest rate method for amortization of premiums and accretion of discounts. Amortization and accretion is reported in "Other expenses (income)" in the consolidated income statements. Management periodically evaluates restricted investments for impairment. The assessment of whether impairments have occurred is based on management’s case-by-case evaluation of the underlying reasons for the decline in estimated fair value. Management accounts for other-than-temporary impairments of debt securities in accordance with ASC Topic 320, Investments – Debt and Equity Securities . This guidance requires the Company to evaluate whether it intends to sell an impaired debt security or whether it is more likely than not that it will be required to sell an impaired debt security before recovery of the amortized cost basis. If either of these criteria are met, an impairment equal to the difference between the debt security’s amortized cost and its estimated fair value is recognized in earnings. For impaired debt securities that do not meet these criteria, the Company determines if a credit loss exists with respect to the impaired security. If a credit loss exists, the credit loss component of the impairment (i.e., the difference between the security’s amortized cost and the present value of projected future cash flows expected to be collected) is recognized in earnings and the remaining portion of the impairment is recognized as a component of AOCI. |
Inventories and Supplies, Policy [Policy Text Block] | Inventories and Supplies — Inventories and supplies primarily consist of spare parts, tires, fuel and supplies and are stated at lower of cost or market. Cost is determined using the first-in, first-out method. |
Property and Equipment, Policy [Policy Text Block] | Property and Equipment — Property and equipment are stated at cost. Costs to construct significant assets include capitalized interest incurred during the construction and development period. Expenditures for replacements and improvements are capitalized. Maintenance and repairs are expensed as incurred. Depreciation on property and equipment is calculated on a straight-line basis over the following estimated useful lives: Category Range Facilities and improvements 3 to 40 years Revenue and service equipment 3 to 20 years Furniture and office equipment 3 to 5 years Net gains on the disposal of property and equipment are presented in the consolidated income statements within operating income. Tires on purchased revenue equipment are capitalized along with the related equipment cost when the vehicle is placed in service and depreciated over the life of the vehicle. Replacement tires are classified as inventory and expensed when placed in service. Management evaluates its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC Topic 360, Property, Plant and Equipment . When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Intangible Assets other than Goodwill, Policy [Policy Text Block] | Intangible Assets other than Goodwill — The Company’s intangible assets other than goodwill primarily consist of acquired customer relationships and trade names. Amortization of acquired customer relationships is calculated on the 150% declining balance method over the estimated useful life of 15 years . The customer relationship contributed to the Company at May 9, 2007 is amortized over 15 years on a straight-line basis. The trade name has an indefinite useful life and is not amortized, but is tested for impairment at least annually, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value. Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with ASC Topic 350, Intangibles – Goodwill and Other. When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value, which is generally determined using discounted future cash flows. |
Goodwill, Policy [Policy Text Block] | Goodwill — Management evaluates goodwill on an annual basis as of November 30 th , or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a two -step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their carrying values. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, then management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. Any amount by which the carrying value of the goodwill exceeds its implied fair value is recognized as an impairment loss. Refer to Note 8 for discussion of the results of the Company's annual evaluation as of November 30, 2015 . |
Claims Accruals, Policy [Policy Text Block] | Claims Accruals — The Company is self-insured for a portion of its auto liability, workers’ compensation, property damage, cargo damage risk and employer medical expense prior to January 1, 2015. This self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage. The Company accrues for the cost of the uninsured portion of pending claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical claims development trends. The actual cost to settle our self-insured claim liabilities may differ from our reserve estimates due to legal costs, claims that have been incurred but not reported and various other uncertainties, including the inherent difficulty in estimating the severity of the claims and the potential judgment or settlement amount to dispose of the claim. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition — The Company recognizes operating revenues and the related direct costs of such revenue as of the date the freight is delivered, in accordance with ASC Topic 605-20-25-13, Services for Freight-in-Transit at the End of a Reporting Period. The Company recognizes operating lease revenue from leasing tractors and related equipment to owner-operators. Operating lease revenue from rental operations is recognized as earned, which is straight-lined per the rent schedules in the lease agreements. Losses from lease defaults are recognized as offsets to revenue. |
Stock-based Compensation, Policy [Policy Text Block] | Stock-based Compensation — The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires that all share-based payments to employees and non-employee directors, including grants of employee stock options, be recognized in the financial statements based upon a grant-date fair value of an award. The Company calculates the number of awards expected to vest as awards granted, less expected forfeitures over the life of the award (estimated at grant date). Compensation expense is recorded based on amortization of the grant-date fair value over a graded vesting period. Unless a material deviation from the assumed forfeiture rate is observed during the term in which the awards are expensed, any adjustment necessary to reflect differences in actual experience is recognized in the period the award becomes payable or exercisable. See Note 17 for additional information relating to the Company’s stock compensation plan. |
Income Taxes, Policy [Policy Text Block] | Income Taxes — Management accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss and tax credit carryforwards, as well as differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided against deferred tax assets if the Company determines it is more likely than not that such assets will not ultimately be realized. The Company does not recognize a tax benefit for uncertain tax positions unless it concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in the management's judgment, is greater than 50% likely to be realized. The Company records interest and penalties related to unrecognized tax positions in "Income tax expense" in the consolidated income statements. |
Derivative Instruments, Policy [Policy Text Block] | Derivative Instruments — All financial derivative instruments are recorded on our consolidated balance sheets at estimated fair value. Derivatives not designated as hedges are adjusted to fair value through the Company’s consolidated income statements. Depending on the nature of a derivative that is designated as a hedge, effective changes in its fair value either offset the change in fair value of the hedged assets, liabilities or firm commitments through the Company’s consolidated income statements, or are recorded in AOCI until the hedged item is recorded in the Company’s consolidated income statements. Any portion of a change in a derivative's estimated fair value that is considered to be ineffective, or is excluded from the measurement of effectiveness, is recorded immediately in income. |
Contingencies and Legal Proce36
Contingencies and Legal Proceedings Contingencies and Legal Proceedings (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Legal Proceedings, Policy [Policy Text Block] | The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers compensation, auto collision and liability, and physical damage and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on the Company. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals and/or (v) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period. |
Restricted Investments (Tables)
Restricted Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Investments [Abstract] | |
Amortized Cost, Gross Unrealized Gains And Losses, Estimated Fair Value Of Fixed Maturity Securities | The following table presents the cost or amortized cost, gross unrealized gains and losses, and estimated fair value of the Company’s restricted investments (in thousands): December 31, 2015 Gross Unrealized Cost or Amortized Cost Gains Temporary Estimated Fair Value United States corporate securities $ 16,686 $ 2 $ (27 ) $ 16,661 Municipal bonds 4,904 1 (1 ) 4,904 Negotiable certificates of deposit 1,625 — — 1,625 Total restricted investments $ 23,215 $ 3 $ (28 ) $ 23,190 December 31, 2014 Gross Unrealized Cost or Amortized Cost Gains Temporary Estimated Fair Value United States corporate securities $ 20,892 $ 2 $ (10 ) $ 20,884 Foreign corporate securities 1,503 — — 1,503 Negotiable certificates of deposit 2,115 — — 2,115 Total restricted investments $ 24,510 $ 2 $ (10 ) $ 24,502 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable balances were as follows (in thousands): December 31, 2015 2014 Trade customers $ 415,219 $ 457,823 Equipment manufacturers 6,801 7,725 Other 18,329 23,375 Total accounts receivable 440,349 488,923 Less: Allowance for doubtful accounts (17,928 ) (9,924 ) Accounts receivable, net $ 422,421 $ 478,999 Notes receivable are included in "Current portion of notes receivable" and "Other assets" in the consolidated balance sheets and were comprised of (in thousands): December 31, 2015 2014 Notes receivable due from owner-operators, with interest rates at 15%, secured by revenue equipment. Terms range from several months to three years $ 15,725 $ 13,642 Other 24 1,933 Total notes receivable 15,749 15,575 Less: current portion (9,817 ) (9,202 ) Long-term notes receivable $ 5,932 $ 6,373 |
Schedule Of Allowance For Doubtful Accounts | The following schedule presents the rollforward of the allowance for doubtful accounts (in thousands): December 31, 2015 2014 2013 Beginning balance $ 9,924 $ 7,504 $ 7,432 Provision 8,004 2,844 1,370 Recoveries — 89 35 Write-offs — (513 ) (1,333 ) Ending balance $ 17,928 $ 9,924 $ 7,504 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Schedule Of Assets Held for Sale | Assets held for sale balances were (in thousands): December 31, 2015 2014 Land and facilities $ 288 $ 288 Revenue equipment 8,796 2,619 Assets held for sale $ 9,084 $ 2,907 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable balances were as follows (in thousands): December 31, 2015 2014 Trade customers $ 415,219 $ 457,823 Equipment manufacturers 6,801 7,725 Other 18,329 23,375 Total accounts receivable 440,349 488,923 Less: Allowance for doubtful accounts (17,928 ) (9,924 ) Accounts receivable, net $ 422,421 $ 478,999 Notes receivable are included in "Current portion of notes receivable" and "Other assets" in the consolidated balance sheets and were comprised of (in thousands): December 31, 2015 2014 Notes receivable due from owner-operators, with interest rates at 15%, secured by revenue equipment. Terms range from several months to three years $ 15,725 $ 13,642 Other 24 1,933 Total notes receivable 15,749 15,575 Less: current portion (9,817 ) (9,202 ) Long-term notes receivable $ 5,932 $ 6,373 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following presents the components of goodwill by reportable segment as of December 31, 2015 and 2014 (in thousands): Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Truckload $ 376,998 $ (190,394 ) $ 186,604 Dedicated 130,742 (64,090 ) 66,652 Total $ 507,740 $ (254,484 ) $ 253,256 |
Schedule of Intangible Assets, net [Table Text Block] | Intangible asset balances were as follows (in thousands): December 31, 2015 2014 Customer Relationships: Gross carrying value $ 275,324 $ 275,324 Accumulated amortization (173,242 ) (156,428 ) Customer relationships, net 102,082 118,896 Trade Name: Gross carrying value 181,037 181,037 Intangible assets, net 283,119 299,933 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The following table presents amortization for the years ended December 31, 2015 , 2014 , and 2013 related to intangible assets recognized in conjunction with the 2007 Transactions and the previous intangible assets existing prior to the 2007 Transactions (in thousands): Year Ended December 31, 2015 2014 2013 Amortization of intangible assets related to the 2007 Transactions $ 15,648 $ 15,648 $ 15,648 Amortization related to intangible assets existing prior to the 2007 Transactions 1,166 1,166 1,166 Amortization of intangibles $ 16,814 $ 16,814 $ 16,814 |
Accrued Liabilities Accrued Lia
Accrued Liabilities Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | The following table presents the composition of accrued liabilities (in thousands): December 31, 2015 2014 Employee compensation $ 55,750 $ 50,398 Owner-operator lease purchase reserve 5,271 10,418 Income tax accrual (1) 2,043 1,931 Accrued owner-operator expenses 6,711 6,507 Deferred revenue 1,740 1,504 Fuel and property taxes 4,076 3,812 Accrued interest expense 1,532 4,216 Other 20,190 19,933 Accrued liabilities $ 97,313 $ 98,719 ____________ (1) Refer to Note 3, regarding the reclassification of deferred income taxes, per ASU 2015-17. |
Claims Accruals Claims Accruals
Claims Accruals Claims Accruals (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Liability for Claims and Claims Adjustment Expense [Abstract] | |
Schedule of Claims Accruals | Claims accruals were comprised of the following (in thousands): December 31, 2015 2014 Auto and collision liability $ 123,086 $ 112,548 Workers’ compensation liability 92,608 82,439 Owner-operator claims liability 12,304 13,233 Group medical and other liability (1) 364 12,064 Cargo damage liability 5,348 4,660 Claims accrual 233,710 224,944 Less: current portion (84,429 ) (81,251 ) Long-term claim accruals $ 149,281 $ 143,693 ____________ (1) Effective January 1, 2015, the Company is fully insured on its group medical benefits, subject to contributed premiums. Prior to January 1, 2015, the Company had a $500 thousand specific deductible with an aggregating individual deductible of $150 thousand beginning January 1, 2013, of each employee health care claim, as well as commercial insurance for the balance. |
Accounts Receivable Securitiz44
Accounts Receivable Securitization (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Transfers and Servicing of Financial Assets [Abstract] | |
Accounts Receivable Securitization [Table Text Block] | The following table summarizes the key differences between the current and previous securitization programs (dollar amounts in thousands): 2015 RSA 2013 RSA Effective December 2015 June 2013 Borrowing capacity (1) $ 400,000 $ 375,000 Final maturity date January 10, 2019 July 13, 2016 Unused commitment fee rate 15 basis points 35 basis points Program fees on outstanding balances one-month LIBOR + 90 basis points one-month LIBOR + 95 basis points |
Debt And Financing (Tables)
Debt And Financing (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balances by Instrument [Table Text Block] | Other than the Company’s accounts receivable securitization as discussed in Note 11 and its outstanding capital lease obligations as discussed in Note 13 , the Company's long-term debt consisted of the following (in thousands): December 31, 2015 2014 2015 Agreement: New Term Loan A, due July 2020 $ 669,750 $ — 2014 Agreement: Old Term Loan A, due June 2019 — 500,000 2014 Agreement: Term Loan B, due June 2021, net of $920 OID — 396,080 Other 11,122 6,980 Long-term debt 680,872 903,060 Less: current portion of long-term debt (35,582 ) (31,445 ) Long-term debt, less current portion $ 645,290 $ 871,615 December 31, 2015 2014 Long-term debt $ 680,872 $ 903,060 Revolving line of credit (1) 200,000 57,000 Long-term debt, including revolving line of credit $ 880,872 $ 960,060 ____________ (1) The Company also had outstanding letters of credit, primarily related to workers' compensation and self-insurance liabilities of $95.0 million under the New Revolver at December 31, 2015 and $100.3 million under the Old Revolver at December 31, 2014 |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table presents the key terms of the 2015 Agreement (dollars in thousands): 2015 Agreement New Term Loan A New Revolver (2) Maximum borrowing capacity $680,000 $600,000 Final maturity date July 27, 2020 July 27, 2020 Interest rate base LIBOR LIBOR LIBOR floor —% —% Interest rate minimum margin (1) 1.50% 1.50% Interest rate maximum margin (1) 2.25% 2.25% Minimum principal payment — amount (3) $6,625 $— Minimum principal payment — frequency Quarterly Once Minimum principal payment — commencement date (3) December 31, July 27, ____________ (1) The interest rate margin for the New Term Loan A and New Revolver is 1.75% , which is lower than the 2014 Agreement's Term Loan B. Beginning December 31, 2015, the interest rate margin for the New Term Loan A and New Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2015 , interest accrued at 2.12% on the New Term Loan A and 2.08% on the New Revolver. (2) The commitment fee for the unused portion of the New Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.25% to 0.35% . As of December 31, 2015 , commitment fees on the unused portion of the New Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.75% . (3) Commencing in March 2017, the minimum quarterly payment amount on the New Term Loan A is $12.3 million , at which it remains until final maturity. |
Schedule of Debt [Table Text Block] | The following table presents the key terms of the 2014 Agreement (dollars in thousands): 2014 Agreement Old Term Loan A Term Loan B Old Revolver Maximum borrowing capacity $500,000 $400,000 $450,000 Final maturity date June 9, 2019 June 9, 2021 June 9, 2019 Interest rate base LIBOR LIBOR LIBOR LIBOR floor —% 0.75% —% Interest rate minimum margin (1) 1.50% 3.00% 1.50% Interest rate maximum margin (1) 2.25% 3.00% 2.25% Minimum principal payment — amount (2) $5,625 $1,000 $— Minimum principal payment — frequency Quarterly Quarterly Once Minimum principal payment — commencement date (2) March 31, 2015 June 30, 2014 June 30, 2019 ____________ (1) Interest rate margins on the Old Term Loan A and Old Revolver were based on the Company's consolidated leverage ratio. Additionally, after December 31, 2014, interest rate margins on the Term Loan B were determined by the Company's consolidated leverage ratio, ranging from 2.75% to 3.00% . As of December 31, 2014, interest accrued at 2.16% and 3.75% on the Old Term Loan A and Term Loan B, respectively. The commitment fee for the unused portion of the Old Revolver was also based on the Company's consolidated leverage ratio, and ranged from 0.25% to 0.35% . As of December 31, 2014, commitment fees on the unused portion of the Old Revolver accrued at 0.30% and letter of credit fees accrued at 2.00% . (2) Commencing in March 2017, the minimum principal payment amount on the Old Term Loan A would have been $11.3 million . |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of future minimum lease commitments [Table Text Block] | As of December 31, 2015 , annual future minimum lease commitments for all noncancelable leases were (in thousands): Operating Capital 2016 $ 214,790 $ 66,894 2017 172,735 76,108 2018 106,284 47,631 2019 49,250 57,512 2020 22,727 8,055 Thereafter 47,503 46,845 Total minimum lease payments $ 613,289 $ 303,045 Less: amounts representing interest (21,250 ) Present value of minimum lease payments 281,795 Less: current portion (59,794 ) Capital lease obligations, long-term $ 222,001 |
Schedule of future minimum lease payments receivable [Table Text Block] | Annual future minimum lease payments receivable under operating leases for the periods noted below were (in thousands): 2016 $ 120,194 2017 93,547 2018 42,076 2019 5,827 2020 — Thereafter — Total $ 261,644 |
Derivative Financial Instrume47
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) [Table Text Block] | The following table presents pre-tax losses from changes in fair value of the Company's interest rate swaps included in AOCI and earnings (in thousands): Year Ended December 31, 2015 2014 2013 Losses recognized in AOCI from cash flow hedges (effective portion) $ — $ — $ 145 Loss reclassified from AOCI into net income from cash flow hedges (effective portion) $ 3,886 $ 6,218 $ 3,143 Loss recognized in income from de-designated derivative contracts 86 277 709 Derivative interest expense $ 3,972 $ 6,495 $ 3,852 |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Losses (benefits) on cash flow hedging, reclassified out of AOCI into the consolidated income statements were as follows (in thousands): Year Ended December 31, Reclassified to: 2015 2014 2013 Interest rate swaps Derivative interest expense $ 3,886 $ 6,218 $ 3,143 Income tax benefit Income tax expense (1,469 ) (2,220 ) (1,226 ) Net income $ 2,417 $ 3,998 $ 1,917 |
Equity and Stock-based Compen48
Equity and Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Compensation Expense Related To Stock-Based Compensation | Stock-based compensation expense, which is included in "Salaries, wages and employee benefits" in the consolidated income statements is comprised of the following (in thousands): Year Ended December 31, 2015 2014 2013 Stock options $ 1,333 $ 3,007 $ 3,359 Restricted stock shares and RSUs 3,939 1,600 887 Performance shares 1,253 789 399 Total stock-based compensation expense $ 6,525 $ 5,396 $ 4,645 Income tax benefit $ 2,453 $ 1,926 $ 1,788 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block] | The following table presents the total unrecognized stock-based compensation expense and the expected weighted average period over which these expenses will be recognized: December 31, 2015 Expense Weighted Average Period (In thousands) (In years) Stock options $ 1,628 0.87 Restricted stock shares and RSUs $ 6,742 1.05 Performance shares $ 1,650 0.83 |
Summary Of Activity Related To Stock Options | A summary of the activity related to stock options for the year ended December 31, 2015 was as follows: Shares Under Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (In years) (In thousands) Outstanding at January 1, 2015 3,764,874 $ 11.34 4.68 $ 65,089 Granted 195,017 $ 24.84 Exercised (665,531 ) $ 10.45 Expired (25,542 ) $ 11.37 Forfeited (44,565 ) $ 16.83 Outstanding at December 31, 2015 3,224,253 $ 11.01 4.04 $ 9,051 Aggregate number of stock options expected to vest at a future date as of December 31, 2015 429,266 $ 13.18 8.10 $ 275 Exercisable at December 31, 2015 2,720,513 $ 10.63 3.30 $ 8,691 ____________ (1) The aggregate intrinsic value was computed using the closing share price on December 31, 2015 of $13.82 and on December 31, 2014 of $28.63 , as applicable. |
Weighted Average Assumptions | The following table presents the weighted average assumptions used to determine the fair value of stock options issued: Year Ended December 31, 2015 2014 2013 Dividend yield —% —% —% Risk-free rate of return 1.41% 1.28% 1.04% Expected volatility 37.22% 40.00% 40.80% Expected term (in years) 5.8 5.8 5.8 Weighted average fair value of stock options granted $6.96 $6.79 $5.90 |
Summary Of Exercise Of Stock Options | The following table summarizes stock option exercise information for the years presented (in thousands, except share data): Year Ended December 31, 2015 2014 2013 Number of stock options exercised 665,531 1,100,998 1,210,184 Intrinsic value of stock options exercised $ 9,695 $ 15,830 $ 8,773 Cash received upon exercise of stock options $ 6,953 $ 11,488 $ 12,985 Income tax benefit $ 2,147 $ 3,730 $ 187 |
Rollforward of Company's Nonvested Stock Options | The following table is a rollforward of the Company's nonvested stock options: Stock Options Shares Weighted Average Fair Value Nonvested at January 1, 2015 988,338 $ 4.02 Granted 195,017 $ 6.96 Vested (635,050 ) $ 5.02 Forfeited (44,565 ) $ 6.77 Nonvested at December 31, 2015 503,740 $ 6.92 |
Schedule of Grants of Restricted Stock [Table Text Block] | The following table presents grants of restricted stock awards and the respective plans under which they were granted: Year Ended December 31, 2015 2014 2013 (2014 Stock Plan) (2007 Stock Plan) Restricted stock shares granted to the Board 16,601 17,102 10,480 RSUs granted to company employees 212,272 203,968 254,533 Total restricted stock awards granted 228,873 221,070 265,013 |
Rollforward of Nonvested Restricted Stock Awards [Table Text Block] | The following table is a rollforward of nonvested restricted stock awards: Restricted Stock Awards Number of Awards Weighted Average Fair Value Nonvested at January 1, 2015 374,309 $ 19.95 Granted 228,873 $ 24.43 Vested (1) (158,304 ) $ 19.44 Forfeited (26,597 ) $ 21.69 Nonvested at December 31, 2015 (2) 418,281 $ 22.54 ____________ (1) Includes 19,024 shares of restricted stock previously issued to Board members, but that vested during 2015. (2) Includes 19,221 shares of restricted stock previously issued to Board members, but not yet vested as of December 31, 2015. |
Rollforward of Nonvested Performance Shares [Table Text Block] | The following table is a rollforward of nonvested performance shares: Performance Shares Shares Weighted Average Fair Value Nonvested at January 1, 2015 165,940 $ 17.23 Granted 58,960 $ 23.86 Vested (1) — $ — Forfeited (9,567 ) $ 18.40 Nonvested at December 31, 2015 215,333 $ 18.99 ____________ (1) The performance period for the performance share awards granted in February 2013 ended on December 31, 2015. The Board will approve the final vesting of these awards subsequent to December 31, 2015, based on the results of the three -year performance period. |
Schedule of Moyes Affiliates Converted Shares of Common Stock [Table Text Block] | During 2014 and 2013 , the Moyes Affiliates converted shares of common stock on a one-for-one basis as follows: Transaction Date Converted from Class B Converted to May 30, 2014 (1,450,000 ) 1,450,000 December 31, 2013 (53,298 ) 53,298 |
Weighted Average Shares Outst49
Weighted Average Shares Outstanding (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Calculation Of Basic And Diluted Earnings Per Share Attributable To Stockholders | The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding (in thousands): December 31, 2015 2014 2013 Basic weighted average common shares outstanding 142,018 141,431 140,179 Dilutive effect of stock options 1,650 2,044 2,042 Diluted weighted average common shares outstanding 143,668 143,475 142,221 Anti-dilutive shares excluded from diluted earnings per share (1) 354 162 174 ____________ (1) Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of the Company's common shares during the period. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense (Benefit) | The following table presents the Company's income tax expense (benefit) (in thousands): Year Ended December 31, 2015 2014 2013 Current expense (benefit): Federal $ 76,737 $ 81,117 $ (224 ) State 8,826 8,861 5,143 Foreign 8,783 4,107 1,530 94,346 94,085 6,449 Deferred expense (benefit): Federal 24,097 (4,189 ) 85,512 State 3,419 1,975 4,273 Foreign (2,653 ) (2,397 ) 4,748 $ 24,863 (4,611 ) 94,533 Income tax expense $ 119,209 $ 89,474 $ 100,982 |
Schedule Of Effective Income Tax Rate Reconciliation | Actual tax expense differs from expected tax expense as follows (in thousands): Year Ended December 31, 2015 2014 2013 Computed "expected" tax expense $ 110,875 $ 87,719 $ 89,742 Increase (decrease) in income taxes resulting from: State income taxes, net of federal income tax benefit 8,745 6,866 6,912 Central pre-affiliation earnings taxed as S-Corp — — (4,986 ) Foreign tax rate change in deferred items — — 5,023 Other (411 ) (5,111 ) 4,291 Income tax expense $ 119,209 $ 89,474 $ 100,982 |
Components Of Net Deferred Tax Asset (Liability) | The components of the net deferred tax asset (liability) included in "Deferred income taxes" in the consolidated balance sheets were (in thousands): December 31, 2015 2014 Deferred tax assets: Self-insurance accruals $ 66,949 $ 61,305 Allowance for doubtful accounts 11,448 9,561 Amortization of stock options 8,923 9,598 Other 18,352 25,239 Total deferred tax assets, net 105,672 105,703 Deferred tax liabilities: Property and equipment, principally due to differences in depreciation (434,802 ) (401,963 ) Prepaid taxes, licenses and permits deducted for tax purposes (14,083 ) (13,170 ) Cancellation of debt (5,622 ) (7,503 ) Intangible assets (110,546 ) (115,115 ) Other (4,451 ) (5,341 ) Total deferred tax liabilities (569,504 ) (543,092 ) Net deferred tax liability $ (463,832 ) $ (437,389 ) |
Reconciliation Of Unrecognized Tax Benefits | The following is a rollforward of our unrecognized tax benefits (in thousands): Year Ended December 31, 2015 2014 2013 Unrecognized tax benefits at beginning of year $ 1,739 $ 2,385 $ 2,385 Increases for tax positions taken prior to beginning of year — 95 — Decreases for tax positions taken prior to beginning of year — (741 ) — Unrecognized tax benefits at end of year $ 1,739 $ 1,739 $ 2,385 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule Of Services Received And Provided By Company | The following table presents Swift's transactions with companies controlled by and/or affiliated with its related parties (in thousands): Year Ended December 31, 2015 2014 2013 Provided by Swift Received by Swift Provided by Swift Received by Swift Provided by Swift Received by Swift Freight Services: Thermo King (1) $ 4 $ — $ — $ — $ — $ — Central Freight Lines (2) 237 25 25 24 15 47 SME Industries (2) 978 — 185 — 99 — Other Affiliates (2) — — 14 — 61 — Total $ 1,219 $ 25 $ 224 $ 24 $ 175 $ 47 Facility and Equipment Leases: Thermo King (1) $ 12 $ — $ — $ — $ — $ — Central Freight Lines (2) 1,090 435 843 400 716 399 Other Affiliates (2) 20 1 20 228 20 200 Total $ 1,122 $ 436 $ 863 $ 628 $ 736 $ 599 Other Services: Thermo King (1) $ 1 $ 518 $ — $ 184 $ — $ — Central Freight Lines (2) 142 — 388 — 1,000 — Swift Aircraft Management (2) — 636 — 699 — 876 Other Affiliates (2) 1 139 4 73 159 132 Total $ 144 $ 1,293 $ 392 $ 956 $ 1,159 $ 1,008 ____________ (1) Thermo King West, Inc. and Thermo King Chesapeake, Inc. are owned by William Riley III, a member of Swift's Board. Transactions associated with the Thermo King affiliated entities primarily consist of parts and equipment purchases by Swift. Swift also provided freight services, equipment leasing and other services to the Thermo King affiliated entities. (2) Transactions with Central Freight Lines ("Central Freight") and other companies controlled by and/or affiliated with Jerry Moyes, Swift's CEO and majority shareholder, include freight services, facility leases, equipment leases, and other services. • Freight Services Provided by Swift — The rates the Company charges for freight services to each of these companies for transportation services are market rates, which are comparable to rates charged to third-party customers. These transportation services provided to affiliates provide the Company with an additional source of operating revenue at its normal freight rates. • Freight Services Received by Swift — Transportation services received from Central Freight represent LTL freight services rendered to haul parts and equipment to Company shop locations. The rates paid to Central Freight for these loads are comparable to market rates charged by other unaffiliated LTL carriers. • Other Services Provided by Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Swift — Executive air transport, fuel storage, event fees, equipment purchases, miscellaneous repair services, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. In 2015, the Company purchased bulk diesel fuel totaling $63 thousand from Common Market Trading LLC, which is also included in other services received by Swift from other affiliates. Common Market Trading LLC was initially owned by both Jerry Moyes and his brother, Ronald Moyes, but wholly owned by Ronald Moyes as of October 20, 2015. Receivables and Payables pertaining to these related party transactions were (in thousands): As of December 31, 2015 2014 Receivable Payable Receivable Payable Central Freight Lines $ 3 $ 3 $ 93 $ 1 Thermo King 4 46 — 23 Other Affiliates 84 29 23 — Total $ 91 $ 78 $ 116 $ 24 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts And Estimated Fair Values Of Financial Instruments | The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments (in thousands): As of December 31, 2015 2014 Carrying Estimated Carrying Estimated Financial Assets: Restricted investments (1) $ 23,215 $ 23,190 $ 24,510 $ 24,502 Financial Liabilities: 2015 Agreement: New Term Loan A, due July 2020 (2) 669,750 669,750 — — 2014 Agreement: Old Term Loan A, due June 2019 (2) — — 500,000 500,000 2014 Agreement: Term Loan B, due June 2021, net of $920 OID (2) — — 396,080 390,436 Accounts receivable securitization 225,000 225,000 334,000 334,000 Revolving line of credit (3) 200,000 200,000 57,000 57,000 ____________ The carrying amounts of the final instruments shown in the table are included in the consolidated balance sheets, as follows: (1) Restricted investments are included in "Restricted investments, held to maturity, amortized cost." (2) The New Term Loan A, Old Term Loan A and Term Loan B are included in "Current portion of long-term debt" and "Long-term debt, less current portion." (3) The New Revolver (due July 2020) and Old Revolver (due June 2019) are included in "Revolving line of credit |
Liabilities That Were Measured At Estimated Fair Value On Recurring Basis | The following table presents information about inputs into the estimated fair value measurements of each major category of the Company’s liabilities that were measured at estimated fair value on a recurring basis in periods subsequent to their initial recognition as of December 31, 2014 (in thousands): Fair Value Measurements at Reporting Date Using Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs As of December 31, 2014 Interest rate swaps $ 6,109 $ — $ 6,109 $ — |
Assets That Were Measured At Estimated Fair Value On Non-Recurring Basis | The following table presents assets measured at estimated fair value on a nonrecurring basis, (in thousands): Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses As of December 31, 2015 Note receivable $ — $ — $ — $ — $ (1,480 ) As of December 31, 2014 Other assets $ — $ — $ — $ — $ (2,308 ) |
Segments and Geography (Tables)
Segments and Geography (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Segments | Set forth in the tables below is certain financial information with respect to the Company’s reportable segments (in thousands): Operating Revenues Year Ended December 31, 2015 2014 2013 Truckload $ 2,204,114 $ 2,301,010 $ 2,313,035 Dedicated 927,657 892,078 738,929 Swift Refrigerated 380,251 417,980 452,531 Intermodal 390,572 401,577 376,075 Subtotal 3,902,594 4,012,645 3,880,570 Non-reportable segment 407,781 342,969 287,853 Intersegment eliminations (81,053 ) (56,890 ) (50,228 ) Consolidated operating revenue $ 4,229,322 $ 4,298,724 $ 4,118,195 Operating Income Year Ended December 31, 2015 2014 2013 Truckload $ 257,007 $ 258,072 $ 225,963 Dedicated 82,735 75,794 83,520 Swift Refrigerated 17,080 14,035 17,682 Intermodal 4,128 8,298 5,619 Subtotal 360,950 356,199 332,784 Non-reportable segment 9,154 13,871 24,175 Consolidated operating income $ 370,104 $ 370,070 $ 356,959 Depreciation and Amortization of Property and Equipment Year Ended December 31, 2015 2014 2013 Truckload $ 121,144 $ 113,875 $ 127,404 Dedicated 62,221 53,682 45,568 Swift Refrigerated 16,160 12,510 13,926 Intermodal 13,723 10,875 9,268 Subtotal 213,248 190,942 196,166 Non-reportable segment 38,487 30,180 29,842 Consolidated depreciation and amortization of property and equipment $ 251,735 $ 221,122 $ 226,008 |
Quarterly Result of Operation54
Quarterly Result of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Results of Operations (Unaudited) | First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2015 Operating revenue $ 1,015,144 $ 1,059,404 $ 1,064,973 $ 1,089,801 Operating income 75,000 98,476 74,921 121,707 Net income 37,840 50,954 36,281 72,502 Basic earnings per share 0.27 0.36 0.25 0.52 Diluted earnings per share 0.26 0.35 0.25 0.51 2014 Operating revenue $ 1,008,446 $ 1,075,898 $ 1,074,880 $ 1,139,500 Operating income 46,170 94,022 97,411 132,467 Net income 12,305 40,198 50,158 58,491 Basic earnings per share 0.09 0.28 0.35 0.41 Diluted earnings per share 0.09 0.28 0.35 0.41 |
Description of Business and B55
Description of Business and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2015SegmentVehicle | |
Description of Business [Abstract] | |
Number Of Company Operated National Terminal Network And Tractor Fleet | 19,864 |
Number Of Tractors Driven By Company Drivers | 15,211 |
Number Of Owner Operator Tractors | 4,653 |
Number of Reportable Segments | Segment | 4 |
Number Of Fleet Of Trailers | 65,233 |
Number Of Intermodal Containers | 9,150 |
Description of Business and B56
Description of Business and Basis of Presentation (Central Acquisition) (Details) - Central Refrigerated Service, Inc. [Member] - USD ($) $ in Millions | Dec. 31, 2013 | Aug. 06, 2013 |
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | $ 225 | |
Payments to Acquire Businesses, Gross | 189 | |
Business Combination, Consideration Transferred, Liabilities Incurred | 36 | |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | $ 2.4 | |
Revolving Credit Facility [Member] | ||
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | 85 | |
2013 RSA [Member] | ||
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 100 | |
Chief Executive Officer [Member] | Class B Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Business Combinations, Equity Interests Issued and Issuable, Held In Escrow | 1,131,862 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Percentage Of Income Tax Positions Likely To Be Realized | 50.00% |
Percentage Of Amortizable Goodwill And Intangible Asset | 150.00% |
Minimum [Member] | Land, Buildings and Improvements [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Land, Buildings and Improvements [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 20 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Recently Issued Accounting Pr58
Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Millions | Jan. 01, 2016 | Dec. 31, 2015 |
accounting standards update 2015 17 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Name | ASU 2015-17, Balance Sheet Classification of Deferred Taxes | |
New Accounting Pronouncement or Change in Accounting Principle, Description | amends ASC Topic 740, Income Taxes. The amendments in this ASU simplify balance sheet presentation by establishing the requirement that deferred income taxes must be classified as noncurrent. The amendments in this ASU do not change the requirement that deferred tax liabilities and assets should be presented on a net basis. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this ASU may be applied to all deferred tax liabilities and assets either prospectively or retrospectively to all periods presented. The Company early-adopted the guidance at December 31, 2015 and retrospectively adjusted the December 31, 2014 presentation by reclassifying a $43.3 million net current deferred tax asset ($44.9 million from the current asset "Deferred income taxes," net of a $1.6 million current deferred tax liability from "Accrued liabilities") into the net noncurrent liability "Deferred income taxes." | |
accounting standards update 2015 14 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Name | ASU 2015-14, Deferral of the Effective Date | |
New Accounting Pronouncement or Change in Accounting Principle, Description | which amends ASC Topic 606, Revenue from Contracts with Customers. ASC Topic 606 was established by previously-issued ASU 2014-09, discussed below. For public business entities, the amendments in ASU 2015-14 defer the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. Early adoption of ASU 2014-09 is permitted. | |
accounting standards update 2014-09 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Name | ASU 2014-09, Revenue from Contracts with Customers | |
New Accounting Pronouncement or Change in Accounting Principle, Description | which established ASC Topic 606. The new revenue recognition standard eliminates all industry-specific guidance and provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The amendments in this ASU may be applied retrospectively to each period presented, or as a cumulative effect adjustment as of the date of adoption. Management is currently evaluating the accounting, transition and disclosure requirements of the standard and expects to know the financial statement impact upon adoption in 2018. | |
accounting standards update 2015 11 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Name | ASU 2015-11, Simplifying the Measurement of Inventory | |
New Accounting Pronouncement or Change in Accounting Principle, Description | amends ASC Topic 330, Inventory. The amendments in this ASU simplify subsequent measurement of inventory for all inventory measurement methods, except for last-in-first-out and retail inventory methods. Current guidance requires entities to measure inventory at the lower of cost or market. However, market could be the replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The new guidance requires entities to measure inventory at the lower of cost and net realizable value, instead of the previously issued guidance of lower of cost or market. FASB defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments should be applied prospectively. Although early adoption is permitted, the Company expects to adopt this guidance at the beginning of 2017. However, due to the nature of the Company's inventory balances (spare parts, tires, fuel and supplies), inventory is predominantly stated at cost, which is consistently below net realizable value. As such, the amendments in this ASU are not expected to have a material impact on the Company's financial position or results of operations upon adoption. | |
accounting standards update 2015 03 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Name | ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs | |
New Accounting Pronouncement or Change in Accounting Principle, Description | amends ASC Subtopic 835-30, Interest — Imputation of Interest. The amendments in this ASU simplify the presentation of debt issuance costs and align the presentation with debt discounts. Entities will be required to present debt issuance costs as a direct deduction from the face amount of the related note, rather than as a deferred charge. | |
accounting standards update 2015 15 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Name | ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update) | |
New Accounting Pronouncement or Change in Accounting Principle, Description | which also amends ASC Subtopic 835-30, Interest — Imputation of Interest. The SEC determined that ASU 2015-03 (discussed above) did not address costs related to line-of-credit arrangements. The amendments in ASU 2015-15 clarify that entities may defer and present debt issuance costs as an asset, and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments in these ASUs require retrospective application, with related disclosures for a change in accounting principle. Upon adoption, the Company will comply with these disclosure requirements by providing the nature and reason for the change, the transition method, a description of the adjusted prior period information and the effect of the change on the financial statement line items. For public business entities, the amendments in these ASUs will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years. Early adoption is permitted; however, the Company expects to adopt this guidance at the beginning of 2016. Upon adoption, the amended guidance will affect Swift's classification of debt issuance costs, which are currently classified in "Other assets" in the consolidated balance sheets. In accordance with the amendments in ASU 2015-15, debt issuance costs associated with the revolving line of credit will remain within "Other assets" in the consolidated balance sheets. All other debt issuance costs will be reclassified, in accordance with the amendments in ASU 2015-03. This reclassification of debt issuance costs will effectively decrease "Other assets" | |
accounting standards update 2015 02 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Name | ASU 2015-02, Amendments to the Consolidation Analysis, | |
New Accounting Pronouncement or Change in Accounting Principle, Description | amends ASC Topic 810, Consolidation, by changing the analysis that reporting entities are required to perform to determine whether certain types of legal entities should be consolidated. The amendments in this ASU focus on limited partnerships and similar legal entities (such as limited liability companies); however, all legal entities are subject to reevaluation under the revised consolidation model. The revised consolidation model modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, and eliminates the presumption that a general partner should consolidate a limited partnership. It also affects the consolidation analysis of reporting entities that are involved with variable interest entities, especially those that have fee arrangements and related-party relationships. The amendments in the ASU also affect certain investment funds. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years. Early adoption is permitted. Entities may use a retrospective approach, or a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the year of adoption. The Company is currently evaluating the accounting, transition and disclosure requirements of the standard; however, the amendments in this ASU are not expected to have a material impact on the Company's financial position or results of operations upon adoption. | |
Subsequent Event [Member] | accounting standards update 2015 15 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 2.6 |
Restricted Investments (Detail)
Restricted Investments (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Schedule of Restricted Investments [Line Items] | ||
Restricted investments, held to maturity, amortized cost | $ 23,215 | $ 24,510 |
Restricted held to maturity investments | 1 year | |
Securities with unrealized losses for less than 12 months | 36 | 24 |
Duration of securities in unrealized loss position | 12 months | |
United States corporate securities | ||
Schedule of Restricted Investments [Line Items] | ||
Restricted investments, held to maturity, amortized cost | $ 16,686 | $ 20,892 |
Gross Unrealized, Gains | 2 | 2 |
Gross Unrealized, Temporary Losses | 27 | 10 |
Estimated Fair Value | 16,661 | 20,884 |
Foreign corporate securities | ||
Schedule of Restricted Investments [Line Items] | ||
Restricted investments, held to maturity, amortized cost | 1,503 | |
Gross Unrealized, Gains | 0 | |
Gross Unrealized, Temporary Losses | 0 | |
Estimated Fair Value | 1,503 | |
Municipal bonds | ||
Schedule of Restricted Investments [Line Items] | ||
Restricted investments, held to maturity, amortized cost | 4,904 | |
Gross Unrealized, Gains | 1 | |
Gross Unrealized, Temporary Losses | 1 | |
Estimated Fair Value | 4,904 | |
Negotiable certificate of deposits | ||
Schedule of Restricted Investments [Line Items] | ||
Restricted investments, held to maturity, amortized cost | 1,625 | 2,115 |
Gross Unrealized, Gains | 0 | 0 |
Gross Unrealized, Temporary Losses | 0 | 0 |
Estimated Fair Value | 1,625 | 2,115 |
Total restricted investments | ||
Schedule of Restricted Investments [Line Items] | ||
Restricted investments, held to maturity, amortized cost | 23,215 | 24,510 |
Gross Unrealized, Gains | 3 | 2 |
Gross Unrealized, Temporary Losses | 28 | 10 |
Estimated Fair Value | $ 23,190 | $ 24,502 |
Accounts Receivable, net (Sched
Accounts Receivable, net (Schedule Of Accounts Receivable) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable, gross | $ 440,349 | $ 488,923 | ||
Less: Allowance for doubtful accounts | (17,928) | (9,924) | $ (7,504) | $ (7,432) |
Accounts receivable, net | 422,421 | 478,999 | ||
Trade Customers [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable, gross | 415,219 | 457,823 | ||
Equipment Manufacturers [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable, gross | 6,801 | 7,725 | ||
Other [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable, gross | $ 18,329 | $ 23,375 |
Accounts Receivable, net (Sch61
Accounts Receivable, net (Schedule Of Allowance For Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Receivables [Abstract] | |||
Beginning balance | $ 9,924 | $ 7,504 | $ 7,432 |
Provision | (8,004) | (2,844) | (1,370) |
Recoveries | 0 | (89) | (35) |
Write-offs | 0 | (513) | (1,333) |
Ending balance | $ 17,928 | $ 9,924 | $ 7,504 |
Assets Held for Sale (Schedule
Assets Held for Sale (Schedule Of Assets Held For Sale) (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 9,084 | $ 2,907 |
Land And Facilities [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 288 | 288 |
Revenue Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 8,796 | $ 2,619 |
Assets Held for Sale (Narrative
Assets Held for Sale (Narrative) (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)property | Dec. 31, 2014USD ($)property | Dec. 31, 2013USD ($) | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |||
Period of time assets are expected to be sold, months | 12 months | ||
Number of properties sold | property | 0 | 5 | |
Asset held for sale | $ 14,500 | ||
Gain on sale of real property | $ 0 | $ 3,018 | $ 6,876 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total notes receivable | $ 15,749 | $ 15,575 |
Current portion of notes receivable | (9,817) | (9,202) |
Long-term notes receivable | 5,932 | 6,373 |
Owner Operator Relationship [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total notes receivable | 15,725 | 13,642 |
Other Relationship [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total notes receivable | $ 24 | $ 1,933 |
Goodwill and Other Intangible65
Goodwill and Other Intangible Assets Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | |||
Goodwill, Gross | $ 507,740,000 | $ 507,740,000 | |
Goodwill, Impaired, Accumulated Impairment Loss | 254,484,000 | 254,484,000 | |
Goodwill | 253,256,000 | 253,256,000 | |
Goodwill, Impairment Loss | 0 | 0 | $ 0 |
Truckload [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 376,998,000 | 376,998,000 | |
Goodwill, Impaired, Accumulated Impairment Loss | 190,394,000 | 190,394,000 | |
Goodwill | 186,604,000 | 186,604,000 | |
Dedicated [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 130,742,000 | 130,742,000 | |
Goodwill, Impaired, Accumulated Impairment Loss | 64,090,000 | 64,090,000 | |
Goodwill | $ 66,652,000 | $ 66,652,000 |
Goodwill and Other Intangible66
Goodwill and Other Intangible Assets Schedule of Intangible Assets, net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2007 |
Schedule of Intangible Assets, net [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 275,324 | $ 275,324 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 173,242 | 156,428 | |
Finite-Lived Intangible Assets, Net | 102,082 | 118,896 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 181,037 | 181,037 | |
Intangible assets, net | $ 283,119 | $ 299,933 | |
2007 Going private transaction [Member] | |||
Schedule of Intangible Assets, net [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 261,200 |
Goodwill and Other Intangible67
Goodwill and Other Intangible Assets Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Finite-Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | $ 16,814 | $ 16,814 | $ 16,814 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 16,800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 16,800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 16,300 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 15,600 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 15,600 | ||
2007 Going private transaction [Member] | |||
Schedule of Finite-Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 15,648 | 15,648 | 15,648 |
Prior To Two Thousand Seven Going Private Transaction [Member] | |||
Schedule of Finite-Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 1,166 | $ 1,166 | $ 1,166 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | $ 700 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Accrued Liabilities [Abstract] | |||
Employee compensation | $ 55,750 | $ 50,398 | |
Owner-operator lease purchase reserve | 5,271 | 10,418 | |
Income tax accrual (1) | [1] | 2,043 | 1,931 |
Accrued owner-operator expenses | 6,711 | 6,507 | |
Deferred revenue | 1,740 | 1,504 | |
Fuel and property taxes | 4,076 | 3,812 | |
Accrued interest expense | 1,532 | 4,216 | |
Other | 20,190 | 19,933 | |
Accrued liabilities | $ 97,313 | $ 98,719 | |
[1] | (1)Refer to Note 3, regarding the reclassification of deferred income taxes, per ASU 2015-17. |
Claims Accruals (Details)
Claims Accruals (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014USD ($)$ / insurance_claim | Dec. 31, 2015USD ($) | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | |||
Self Insurance Reserve | $ 224,944 | $ 233,710 | |
Current portion of claims accruals | 81,251 | 84,429 | |
Claims accruals, less current portion | $ 143,693 | 149,281 | |
Group Medical Specific Deductible | $ / insurance_claim | 500,000 | ||
Group Medical Aggregating Individual Deductible | $ / insurance_claim | 150,000 | ||
Auto And Collision Liability [Member] | |||
Liability for Claims and Claims Adjustment Expense [Line Items] | |||
Self Insurance Reserve | $ 112,548 | 123,086 | |
Workers Compensation Liability [Member] | |||
Liability for Claims and Claims Adjustment Expense [Line Items] | |||
Self Insurance Reserve | 82,439 | 92,608 | |
Owner Operator Claims Liability [Member] | |||
Liability for Claims and Claims Adjustment Expense [Line Items] | |||
Self Insurance Reserve | 13,233 | 12,304 | |
Group Medical Liability [Member] | |||
Liability for Claims and Claims Adjustment Expense [Line Items] | |||
Self Insurance Reserve | [1] | 12,064 | 364 |
Cargo Damage Liability [Member] | |||
Liability for Claims and Claims Adjustment Expense [Line Items] | |||
Self Insurance Reserve | $ 4,660 | $ 5,348 | |
[1] | (1)Effective January 1, 2015, the Company is fully insured on its group medical benefits, subject to contributed premiums. Prior to January 1, 2015, the Company had a $500 thousand specific deductible with an aggregating individual deductible of $150 thousand beginning January 1, 2013, of each employee health care claim, as well as commercial insurance for the balance. |
Accounts Receivable Securitiz70
Accounts Receivable Securitization (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Schedule of Accounts Receivable Securitization [Line Items] | ||||
Debt Instrument, Collateral Fee | $ 3,500 | $ 3,500 | $ 3,100 | |
2015 RSA [Member] | ||||
Schedule of Accounts Receivable Securitization [Line Items] | ||||
Borrowing capacity | [1] | $ 400,000 | ||
Final maturity date | Jan. 10, 2019 | |||
Unused commitment fee rate | 15 basis points | |||
Unused commitment fee rate | 0.15% | |||
Program fees on outstanding balances | one-month LIBOR + 90 basis points | |||
Program fees on outstanding balances, base rate | 0.90% | |||
Debt Instrument, Interest Rate During Period | 1.00% | |||
Accordion Option Accounts Receivable Securitization | $ 75,000 | |||
2013 RSA [Member] | ||||
Schedule of Accounts Receivable Securitization [Line Items] | ||||
Borrowing capacity | $ 375,000 | |||
Final maturity date | Jul. 13, 2016 | |||
Unused commitment fee rate | 35 basis points | |||
Unused commitment fee rate | 0.35% | |||
Program fees on outstanding balances | one-month LIBOR + 95 basis points | |||
Program fees on outstanding balances, base rate | 0.95% | |||
Debt Instrument, Interest Rate During Period | 0.80% | |||
Accordion Option Accounts Receivable Securitization | $ 50,000 | |||
[1] | (1)The 2015 RSA has an accordion option to increase the maximum borrowing capacity by up to an additional $75.0 million, subject to participation by the Purchasers. The 2013 RSA borrowing capacity included a $50.0 million accordion option, which was exercised in September 2014. |
Debt And Financing Schedule of
Debt And Financing Schedule of Debt Balances by Instrument (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 680,872 | $ 903,060 | |
Other | 11,122 | 6,980 | |
Less: current portion | (35,582) | (31,445) | |
Long-term debt, less current portion | 645,290 | 871,615 | |
Revolving line of credit | [1] | 200,000 | 57,000 |
Long Term debt, Including Revolving Line of Credit | 880,872 | 960,060 | |
Letters of Credit Outstanding, Amount | 95,000 | 100,300 | |
2015 Agreement, Term Loan A [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 669,750 | 0 | |
2014 Agreement, Term Loan A [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 500,000 | |
2014 Agreement, Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 396,080 | |
Debt Instrument, Unamortized Discount | $ 0 | $ 920 | |
[1] | (1)The Company also had outstanding letters of credit, primarily related to workers' compensation and self-insurance liabilities of $95.0 million under the New Revolver at December 31, 2015 and $100.3 million under the Old Revolver at December 31, 2014. |
Debt And Financing Schedule o72
Debt And Financing Schedule of Debt Terms (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2020 | Jul. 27, 2015 | ||
2014 Agreement, Term Loan A [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||||
Final maturity date | Jun. 9, 2019 | |||||||
Interest rate base | LIBOR | |||||||
Debt Instrument, LIBOR Floor Rate | 0.00% | |||||||
Interest rate minimum margin (1) | [1] | 1.50% | ||||||
Interest rate maximum margin (1) | [1] | 2.25% | ||||||
Minimum principal payment — amount (3) | $ 5,625,000 | [2] | $ 11,300,000 | |||||
Minimum principal payment — frequency | Quarterly | |||||||
Minimum principal payment — commencement date (3) | [2] | Mar. 31, 2015 | ||||||
Debt Instrument, Interest Rate During Period | 2.16% | |||||||
2015 Agreement, Term Loan A [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 680,000,000 | $ 680,000,000 | ||||||
Final maturity date | Jul. 27, 2020 | |||||||
Interest rate base | LIBOR | |||||||
Debt Instrument, LIBOR Floor Rate | 0.00% | |||||||
Interest rate minimum margin (1) | [3] | 1.50% | ||||||
Interest rate maximum margin (1) | [3] | 2.25% | ||||||
Minimum principal payment — amount (3) | [4] | $ 6,625,000 | ||||||
Minimum principal payment — frequency | Quarterly | |||||||
Minimum principal payment — commencement date (3) | [4] | Dec. 31, 2015 | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Debt Instrument, Interest Rate During Period | 2.12% | |||||||
2015 Agreement, Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 600,000,000 | $ 600,000,000 | ||||||
Final maturity date | Jul. 27, 2020 | |||||||
Interest rate base | LIBOR | |||||||
Debt Instrument, LIBOR Floor Rate | 0.00% | |||||||
Interest rate minimum margin (1) | [3] | 1.50% | ||||||
Interest rate maximum margin (1) | [5] | 2.25% | ||||||
Minimum principal payment — amount (3) | [4] | $ 0 | ||||||
Minimum principal payment — frequency | Once | |||||||
Minimum principal payment — commencement date (3) | [4] | Jul. 27, 2020 | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Debt Instrument, Interest Rate During Period | 2.08% | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||
Line of Credit Facility, Commitment Fee Percentage | 1.75% | |||||||
2014 Agreement, Term Loan B [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | 400,000,000 | |||||
Final maturity date | Jun. 9, 2021 | |||||||
Interest rate base | LIBOR | |||||||
Debt Instrument, LIBOR Floor Rate | 0.75% | |||||||
Interest rate minimum margin (1) | 2.75% | 3.00% | [1] | |||||
Interest rate maximum margin (1) | 3.00% | 3.00% | [1] | |||||
Minimum principal payment — amount (3) | $ 1,000,000 | |||||||
Minimum principal payment — frequency | Quarterly | |||||||
Minimum principal payment — commencement date (3) | Jun. 30, 2014 | |||||||
Debt Instrument, Interest Rate During Period | 3.75% | |||||||
2014 Agreement, Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | |||||
Final maturity date | Jun. 9, 2019 | |||||||
Interest rate base | LIBOR | |||||||
Debt Instrument, LIBOR Floor Rate | 0.00% | |||||||
Interest rate minimum margin (1) | [1] | 1.50% | ||||||
Interest rate maximum margin (1) | [1] | 2.25% | ||||||
Minimum principal payment — amount (3) | $ 0 | |||||||
Minimum principal payment — frequency | Once | |||||||
Minimum principal payment — commencement date (3) | Jun. 30, 2019 | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||||
Line of Credit Facility, Commitment Fee Percentage | 2.00% | |||||||
Minimum [Member] | 2015 Agreement, Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||
Minimum [Member] | 2014 Agreement, Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||
Maximum [Member] | 2015 Agreement, Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | |||||||
Maximum [Member] | 2014 Agreement, Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | |||||||
Future min quarterly principal payment second step up [Member] | 2015 Agreement, Term Loan A [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum principal payment — amount (3) | $ 12,300,000 | |||||||
[1] | (1)Interest rate margins on the Old Term Loan A and Old Revolver were based on the Company's consolidated leverage ratio. Additionally, after December 31, 2014, interest rate margins on the Term Loan B were determined by the Company's consolidated leverage ratio, ranging from 2.75% to 3.00%. As of December 31, 2014, interest accrued at 2.16% and 3.75% on the Old Term Loan A and Term Loan B, respectively.The commitment fee for the unused portion of the Old Revolver was also based on the Company's consolidated leverage ratio, and ranged from 0.25% to 0.35%. As of December 31, 2014, commitment fees on the unused portion of the Old Revolver accrued at 0.30% and letter of credit fees accrued at 2.00%. | |||||||
[2] | (2)Commencing in March 2017, the minimum principal payment amount on the Old Term Loan A would have been $11.3 million. | |||||||
[3] | (1)The interest rate margin for the New Term Loan A and New Revolver is 1.75%, which is lower than the 2014 Agreement's Term Loan B. Beginning December 31, 2015, the interest rate margin for the New Term Loan A and New Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2015, interest accrued at 2.12% on the New Term Loan A and 2.08% on the New Revolver. | |||||||
[4] | (3)Commencing in March 2017, the minimum quarterly payment amount on the New Term Loan A is $12.3 million, at which it remains until final maturity. | |||||||
[5] | (2)The commitment fee for the unused portion of the New Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.25% to 0.35%. As of December 31, 2015, commitment fees on the unused portion of the New Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.75%. |
Debt And Financing (Narrative)
Debt And Financing (Narrative) (Details) - USD ($) $ in Thousands | Jul. 27, 2015 | Aug. 06, 2013 | Nov. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 09, 2014 | ||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from long-term debt | $ 684,504 | $ 900,000 | $ 26,267 | |||||||||
Net borrowings on revolving line of credit | 143,000 | 40,000 | 14,469 | |||||||||
Repayments of Long-term Debt | $ 4,900 | |||||||||||
Long-term Debt | 680,872 | 903,060 | ||||||||||
Deferred Finance Costs, Net | 4,300 | 10,400 | ||||||||||
Gains (Losses) on Extinguishment of Debt | (9,567) | (39,909) | $ (5,540) | |||||||||
2014 Agreement, Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 450,000 | $ 450,000 | ||||||||||
Extinguishment of Debt, Amount | 0 | |||||||||||
Proceeds from long-term debt | $ 164,000 | |||||||||||
Interest rate minimum margin (1) | [1] | 1.50% | ||||||||||
Interest rate maximum margin (1) | [1] | 2.25% | ||||||||||
2014 Agreement, Term Loan A [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 500,000 | $ 500,000 | ||||||||||
Extinguishment of Debt, Amount | 485,000 | |||||||||||
Proceeds from long-term debt | $ 450,000 | $ 50,000 | ||||||||||
Long-term Debt | 0 | $ 500,000 | ||||||||||
Interest rate minimum margin (1) | [1] | 1.50% | ||||||||||
Interest rate maximum margin (1) | [1] | 2.25% | ||||||||||
2014 Agreement, Term Loan B [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 400,000 | $ 400,000 | ||||||||||
Extinguishment of Debt, Amount | 395,000 | |||||||||||
Long-term Debt | $ 0 | $ 396,080 | ||||||||||
Interest rate minimum margin (1) | 2.75% | 3.00% | [1] | |||||||||
Interest rate maximum margin (1) | 3.00% | 3.00% | [1] | |||||||||
2015 Agreement, Term Loan A [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 680,000 | |||||||||||
Proceeds from long-term debt | 680,000 | |||||||||||
Long-term Debt | $ 669,750 | $ 0 | ||||||||||
Interest rate minimum margin (1) | [2] | 1.50% | ||||||||||
Interest rate maximum margin (1) | [2] | 2.25% | ||||||||||
2015 Agreement, Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 600,000 | |||||||||||
Net borrowings on revolving line of credit | $ 200,000 | |||||||||||
Interest rate minimum margin (1) | [2] | 1.50% | ||||||||||
Interest rate maximum margin (1) | [3] | 2.25% | ||||||||||
First Lien Term Loan B 1 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | $ 229,000 | |||||||||||
First Lien Term Loan B 2 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | $ 370,900 | |||||||||||
Senior Second Priority Secured Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Repurchase Amount | $ 428,100 | $ 71,900 | $ 71,900 | |||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||
Debt Instrument, Redemption Price, Percentage | 105.00% | 105.58% | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Notes Payable, Due May Two Thousand Fifteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt | $ 1,200 | |||||||||||
Notes Payable, Due March Two Thousand Sixteen [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of Long-term Debt | $ 3,400 | |||||||||||
[1] | (1)Interest rate margins on the Old Term Loan A and Old Revolver were based on the Company's consolidated leverage ratio. Additionally, after December 31, 2014, interest rate margins on the Term Loan B were determined by the Company's consolidated leverage ratio, ranging from 2.75% to 3.00%. As of December 31, 2014, interest accrued at 2.16% and 3.75% on the Old Term Loan A and Term Loan B, respectively.The commitment fee for the unused portion of the Old Revolver was also based on the Company's consolidated leverage ratio, and ranged from 0.25% to 0.35%. As of December 31, 2014, commitment fees on the unused portion of the Old Revolver accrued at 0.30% and letter of credit fees accrued at 2.00%. | |||||||||||
[2] | (1)The interest rate margin for the New Term Loan A and New Revolver is 1.75%, which is lower than the 2014 Agreement's Term Loan B. Beginning December 31, 2015, the interest rate margin for the New Term Loan A and New Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2015, interest accrued at 2.12% on the New Term Loan A and 2.08% on the New Revolver. | |||||||||||
[3] | (2)The commitment fee for the unused portion of the New Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.25% to 0.35%. As of December 31, 2015, commitment fees on the unused portion of the New Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.75%. |
Leases (Detail)
Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases, Capital [Abstract] | |||
Capital Leases, Net Investment in Direct Financing Leases | $ 357,800 | $ 270,600 | |
Accumulated amortization | 90,100 | 68,000 | |
Rental expense | 240,501 | 229,290 | $ 180,328 |
Non Cancelable Operating Leases, Future Minimum Payments Due [Abstract] | |||
2,016 | 214,790 | ||
2,017 | 172,735 | ||
2,018 | 106,284 | ||
2,019 | 49,250 | ||
2,020 | 22,727 | ||
Thereafter | 47,503 | ||
Total minimum lease payments | 613,289 | ||
Non Cancelable Capital Leases, Future Minimum Payments Due | |||
2,016 | 66,894 | ||
2,017 | 76,108 | ||
2,018 | 47,631 | ||
2,019 | 57,512 | ||
2,020 | 8,055 | ||
Thereafter | 46,845 | ||
Total minimum lease payments | 303,045 | ||
Less: amounts representing interest | (21,250) | ||
Present value of minimum lease payments | 281,795 | ||
Less: current portion | (59,794) | (42,902) | |
Capital lease obligations, long-term | 222,001 | $ 158,104 | |
Operating Leases as Lessor [Abstract] | |||
2,016 | 120,194 | ||
2,017 | 93,547 | ||
2,018 | 42,076 | ||
2,019 | 5,827 | ||
2,020 | 0 | ||
Thereafter | 0 | ||
Total | $ 261,644 |
Purchase Commitments (Details)
Purchase Commitments (Details) $ in Millions | Oct. 27, 2015 | Dec. 31, 2015USD ($) |
Commitments [Line Items] | ||
Percentage of options lapsed to cancel tractor purchase orders | 10.10% | |
Number of Tractor Orders Canceled | 450 | |
Minimum [Member] | ||
Commitments [Line Items] | ||
Option to cancel tractor purchase orders | 60 days | |
Maximum [Member] | ||
Commitments [Line Items] | ||
Option to cancel tractor purchase orders | 90 days | |
Capital Addition Purchase Commitments [Member] | ||
Commitments [Line Items] | ||
Purchase Commitment, Due in Next Twelve Months | $ 681.8 | |
Purchase Obligation, Due in Second and Third Year | 190.9 | |
Capital Addition Purchase Commitments of Tractors [Member] | ||
Commitments [Line Items] | ||
Purchase Commitment, Due in Next Twelve Months | 484.1 | |
Purchase Obligation, Due in Second and Third Year | 190.9 | |
Non revenue equipment purchase commitments [Member] | ||
Commitments [Line Items] | ||
Purchase Commitment, Due in Next Twelve Months | $ 13.3 |
Contingencies and Legal Proce76
Contingencies and Legal Proceedings (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Arizona owner operator class action 1 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | January 30, 2004 |
Loss Contingency, Name of Plaintiff | Leonel Garza |
Loss Contingency, Name of Defendant | Swift Transportation Co., Inc. |
Ninth circuit owner operator misclassification class action 1 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | December 22, 2009 |
Loss Contingency, Name of Plaintiff | Virginia VanDusen, John Doe 1 and Joseph Sheer |
Loss Contingency, Name of Defendant | Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew |
Loss Contingency, Number of Plaintiffs | 450 |
California Wage Meal And Rest Employee Class Action 1 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | March 22, 2010 |
Loss Contingency, Name of Plaintiff | John Burnell |
Loss Contingency, Name of Defendant | Swift Transportation Co., Inc. |
California Wage Meal And Rest Employee Class Action 5 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | April 5, 2012 |
Loss Contingency, Name of Plaintiff | James R. Rudsell |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC and Swift Transportation Company |
California Wage Meal and Rest Employee Class Action 2 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | September 25, 2014 |
Loss Contingency, Name of Plaintiff | Lawrence Peck |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC |
California Wage Meal And Rest Employee Class Action 3 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | February 27, 2015 |
Loss Contingency, Name of Plaintiff | Swift Transportation Co. of Arizona, LLC |
Loss Contingency, Name of Defendant | Sadashiv Mares |
California Wage Meal And Rest Employee Class Action 4 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | April 15, 2015 |
Loss Contingency, Name of Plaintiff | Rafael McKinsty et al |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC |
California Wage Meal And Rest Employee Class Action 6 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | October 15, 2015 |
Loss Contingency, Name of Plaintiff | Thor Nilsen |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC |
Delaware Fair Labor Standards Act Class Action [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | December 29, 2015 |
Loss Contingency, Name of Plaintiff | Pamela Julian |
Loss Contingency, Name of Defendant | Swift Transportation, Inc., et al. |
Washington Overtime Class Action [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | September 9, 2011 |
Loss Contingency, Name of Plaintiff | Troy Slack, et al. |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC and Swift Transportation Corporation |
Indiana Fair Credit Reporting Act Class Action Litigation [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | March 18, 2015 |
Loss Contingency, Name of Plaintiff | Melvin Banks |
Loss Contingency, Name of Defendant | Central Refrigerated Service, Inc. |
Utah Collective And Individual Arbitration 1 [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | June 1, 2012 |
Loss Contingency, Name of Plaintiff | Gabriel Cilluffo, Kevin Shire and Bryan Ratterree |
Loss Contingency, Name of Defendant | Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes |
Loss Contingency, Number of Plaintiffs | 400 |
notice of arbitration sent to owner operators | 3,000 |
Loss Contingency, Number of Named Plaintiffs | 3 |
California Class and Collective Action for Pre-Employment Physical Testing [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | October 6, 2014 |
Loss Contingency, Name of Plaintiff | Robin Anderson |
Other environmental [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Range of Possible Loss, Maximum | $ 0.4 |
Defendant Central Refrigerated [Member] | California Class and Collective Action for Pre-Employment Physical Testing [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Name of Defendant | Central Refrigerated Service, Inc. |
Defendant Swift Transportation Company [Member] | California Class and Collective Action for Pre-Employment Physical Testing [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Name of Defendant | Swift Transportation Company |
Defendant Workwell Systems [Member] | California Class and Collective Action for Pre-Employment Physical Testing [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Name of Defendant | Workwell Systems, Inc. |
Derivative Financial Instrume77
Derivative Financial Instruments (Narrative) (Detail) - Interest Rate Swap [Member] $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Apr. 30, 2011USD ($)Agreement | |
Derivative [Line Items] | ||
Number of Interest Rate Derivatives Held | Agreement | 2 | |
Derivative, Notional Amount | $ | $ 350 | |
Interest Rate Swap Agreement Effective Date | Jan. 1, 2013 | |
Derivative, Maturity Date | Jul. 1, 2015 |
Derivative Financial Instrume78
Derivative Financial Instruments (Effects on Income and AOCI) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||
Losses recognized in AOCI from cash flow hedges (effective portion) | $ 0 | $ 0 | $ 145 | ||||||||
Loss recognized in income from de-designated derivative contracts | 86 | 277 | 709 | ||||||||
Derivative interest expense | 3,972 | 6,495 | 3,852 | ||||||||
Income tax expense | 119,209 | 89,474 | 100,982 | ||||||||
Net income | $ 72,502 | $ 36,281 | $ 50,954 | $ 37,840 | $ 58,491 | $ 50,158 | $ 40,198 | $ 12,305 | 197,577 | 161,152 | 155,422 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||
Net income | 2,417 | 3,998 | 1,917 | ||||||||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||
Loss reclassified from AOCI into net income from cash flow hedges (effective portion) | 3,886 | 6,218 | 3,143 | ||||||||
Income tax expense | $ (1,469) | $ (2,220) | $ (1,226) |
Equity and Stock-based Compen79
Equity and Stock-based Compensation (Stock Based Compensation Expense) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 6,525 | $ 5,396 | $ 4,645 |
Income tax benefit | 2,453 | 1,926 | 1,788 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,333 | 3,007 | 3,359 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 3,939 | 1,600 | 887 |
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 1,253 | $ 789 | $ 399 |
Equity and Stock-based Compen80
Equity and Stock-based Compensation (Compensation Costs Not Yet Recognized) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Share Compensation Expense, Nonvested Awards | $ 1,628 |
Weighted Average Period | 10 months 13 days |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Share Compensation Expense, Award | $ 6,742 |
Weighted Average Period | 1 year 18 days |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Share Compensation Expense, Award | $ 1,650 |
Weighted Average Period | 9 months 29 days |
Equity and Stock-based Compen81
Equity and Stock-based Compensation (Summary Of Activity Related To Stock Options) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares Under Option | |||
Outstanding | 3,764,874 | ||
Granted | 195,017 | ||
Exercised | (665,531) | (1,100,998) | (1,210,184) |
Expired | (25,542) | ||
Forfeited | (44,565) | ||
Outstanding | 3,224,253 | 3,764,874 | |
Aggregate number of stock options expected to vest at a future date | 429,266 | ||
Exercisable | 2,720,513 | ||
Weighted Average Exercise Price | |||
Outstanding | $ 11.34 | ||
Granted | 24.84 | ||
Exercised | 10.45 | ||
Expired | 11.37 | ||
Forfeited | 16.83 | ||
Outstanding | 11.01 | $ 11.34 | |
Aggregate number of stock options expected to vest at a future date | 13.18 | ||
Exercisable | $ 10.63 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding | 4 years 14 days | 4 years 247 days | |
Aggregate number of stock options expected to vest at a future date | 8 years 1 month 6 days | ||
Exercisable | 3 years 3 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 65,089 | ||
Outstanding | 9,051 | $ 65,089 | |
Aggregate number of stock options expected to vest at a future date | 275 | ||
Exercisable | $ 8,691 | ||
Share Price | $ 13.82 | $ 28.63 |
Equity and Stock-based Compen82
Equity and Stock-based Compensation (Weighted Average Assumptions) (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free rate of return | 1.41% | 1.28% | 1.04% |
Expected volatility | 37.22% | 40.00% | 40.80% |
Expected term (in years) | 5 years 9 months 18 days | 5 years 9 months 18 days | 5 years 9 months 18 days |
Weighted average fair value of stock options granted | $ 6.96 | $ 6.79 | $ 5.90 |
Equity and Stock-based Compen83
Equity and Stock-based Compensation (Summary Of Exercise Of Stock Options) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | |||
Exercise of stock options, shares | 665,531 | 1,100,998 | 1,210,184 |
Intrinsic value of stock options exercised | $ 9,695 | $ 15,830 | $ 8,773 |
Cash received upon exercise of stock options | 6,953 | 11,488 | 12,985 |
Income tax benefit (deficiency) | $ 2,147 | $ 3,730 | $ 187 |
Equity and Stock-based Compen84
Equity and Stock-based Compensation (Status of Nonvested Stock Options) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | |||
Granted | 195,017 | ||
Stock Options [Member] | |||
Shares | |||
Nonvested beginning balance | 988,338 | ||
Granted | 195,017 | ||
Vested | (635,050) | ||
Forfeited | (44,565) | ||
Nonvested ending balance | 503,740 | 988,338 | |
Weighted Average Fair Value | |||
Nonvested beginning balance | $ 4.02 | ||
Granted | 6.96 | ||
Vested | 5.02 | ||
Forfeited | 6.77 | ||
Nonvested ending balance | $ 6.92 | $ 4.02 | |
Total fair value of shares vested | $ 3.2 | $ 3.2 | $ 4 |
Equity and Stock-based Compen85
Equity and Stock-based Compensation (Restricted Stock Award Grant) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 195,017 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 228,873 | ||
2014 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 228,873 | 221,070 | |
2007 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 265,013 | ||
Director [Member] | 2014 Plan [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 16,601 | 17,102 | |
Director [Member] | 2007 Plan [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 10,480 | ||
Management [Member] | 2014 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 212,272 | 203,968 | |
Management [Member] | 2007 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 254,533 |
Equity and Stock-based Compen86
Equity and Stock-based Compensation Equity and Stock-based Compensation (Rollforward of Nonvested Restricted Stock Awards) (Details) | 12 Months Ended | |
Dec. 31, 2015$ / sharesshares | ||
Class of Stock [Line Items] | ||
Granted | 195,017 | |
Restricted Stock Units (RSUs) [Member] | ||
Class of Stock [Line Items] | ||
Nonvested beginning balance | 374,309 | |
Nonvested beginning balance | $ / shares | $ 19.95 | |
Granted | 228,873 | |
Granted | $ / shares | $ 24.43 | |
Vested | 158,304 | [1] |
Vested | $ / shares | $ 19.44 | [1] |
Forfeited | (26,597) | |
Forfeited | $ / shares | $ 21.69 | |
Nonvested ending balance | 418,281 | [2] |
Nonvested ending balance | $ / shares | $ 22.54 | [2] |
Director [Member] | Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Vested | 19,024 | [1] |
Nonvested ending balance | 19,221 | [2] |
[1] | (1)Includes 19,024 shares of restricted stock previously issued to Board members, but that vested during 2015. | |
[2] | (2)Includes 19,221 shares of restricted stock previously issued to Board members, but not yet vested as of December 31, 2015. |
Equity and Stock-based Compen87
Equity and Stock-based Compensation (Rollforward of Nonvested Performance Shares) (Details) | 12 Months Ended | |
Dec. 31, 2015$ / sharesshares | ||
Class of Stock [Line Items] | ||
Granted | 195,017 | |
Performance Shares [Member] | ||
Class of Stock [Line Items] | ||
Requisite service period for performance shares | 3 years | |
Nonvested beginning balance | 165,940 | |
Nonvested beginning balance | $ / shares | $ 17.23 | |
Granted | 58,960 | |
Granted | $ / shares | $ 23.86 | |
Vested | 0 | [1] |
Vested | $ / shares | $ 0 | [1] |
Forfeited | (9,567) | |
Forfeited | $ / shares | $ 18.40 | |
Nonvested ending balance | $ / shares | $ 18.99 | |
Nonvested ending balance | 215,333 | |
[1] | (1)The performance period for the performance share awards granted in February 2013 ended on December 31, 2015. The Board will approve the final vesting of these awards subsequent to December 31, 2015, based on the results of the three-year performance period. |
Equity and Stock-based Compen88
Equity and Stock-based Compensation (Moyes Affiliates Conversion of Class A and Class B Stock) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Conversion of Stock [Line Items] | |||
Conversion basis of common shares | one-for-one | One-for-one | |
Number of common shares converted | 0 | ||
Common Stock [Member] | Converted from Class B [Member] | |||
Conversion of Stock [Line Items] | |||
Number of common shares converted | (1,450,000) | (53,298) | |
Common Stock [Member] | Conversion to Class A [Member] | |||
Conversion of Stock [Line Items] | |||
Number of common shares converted | (1,450,000) | (53,298) |
Equity and Stock-based Compen89
Equity and Stock-based Compensation (Narrative) (Detail) | Oct. 30, 2015USD ($)$ / sharesshares | Mar. 08, 2013USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013USD ($) | Dec. 31, 2012$ / sharesshares | Dec. 31, 2011shares | Dec. 31, 2010Employees | Mar. 31, 2014shares | Dec. 21, 2010$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of common shares converted | 0 | |||||||||
Share Price | $ / shares | $ 13.82 | $ 28.63 | ||||||||
Options outstanding | 3,224,253 | 3,764,874 | ||||||||
Exercise Price | $ / shares | $ 11.01 | $ 11.34 | ||||||||
Number of categories of employees for stock options | 2 | |||||||||
Stock option plan, vesting period | 3 years | |||||||||
Conversion basis of common shares | one-for-one | One-for-one | ||||||||
Maximum purchasing power of common stock for an employee during offering period | $ | $ 6,250 | |||||||||
Maximum purchasing power of common stock for an employee during a calendar year | $ | $ 25,000 | |||||||||
Maximum percent of total voting power or value of all classes of common stock which restricts from participation of ESPP | 5.00% | |||||||||
trading window | 3 days | |||||||||
2012 ESPP [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized for issuance | 2,000,000 | |||||||||
Employment period for eligibility of employees participation | 90 days | |||||||||
Percentage of payroll deductions from employees compensation | 15.00% | |||||||||
Percentage of fair market value of the purchase price | 95.00% | |||||||||
Number of shares purchased by the employees | 59,556 | |||||||||
Weighted-average fair value of the shares purchased | $ / shares | $ 20.38 | |||||||||
Number of additional shares authorized for issuance | 1,800,000 | |||||||||
Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Maximum contractual term for the options granted | 10 years | 10 years | ||||||||
Stock option plan, vesting period | 5 years | |||||||||
Vesting rights rate | 33.00% | 33.30% | ||||||||
IPO [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options outstanding | 4,300,000 | |||||||||
Exercise Price | $ / shares | $ 11 | $ 11 | ||||||||
Number of employees holding options | Employees | 1,100 | |||||||||
Additional equity compensation expense | $ | $ 5,600,000 | |||||||||
Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option plan, vesting period | 3 years | |||||||||
Non-transferable period for selling shares | 4 years | |||||||||
Performance Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Requisite service period for performance shares | 3 years | |||||||||
Class A Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Voting rights per share | $ / shares | $ 1 | |||||||||
Number of shares issued per share converted | $ / shares | $ 1 | |||||||||
Class A Common Stock [Member] | 2014 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized for issuance | 12,000,000 | |||||||||
Number of shares remaining available | 4,900,000 | |||||||||
Class B Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Voting rights per share | $ / shares | $ 2 | |||||||||
Majority Shareholder [Member] | Central Refrigerated Service, Inc. [Member] | Central Refrigerated Stockholder Loans Receivable, March 2013 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Loans granted under Stockholder Loan Agreement | $ | $ 30,000,000 | |||||||||
Cactus VPF Contract [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Related Party Transaction, Description of Transaction | Under the Cactus VPF contract, Cactus Holding I is required to deliver to Citigroup Global Markets Inc. ("CGMI") a variable amount of stock or cash | |||||||||
Related Party Transaction, Amounts of Transaction | $ | $ 48,300,000 | |||||||||
Cactus VPF Contract [Member] | Class B Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number Securities Pledged | 3,300,000 | |||||||||
Cactus VPF Contract [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | $ / shares | $ 22 | |||||||||
Cactus VPF Contract [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | $ / shares | $ 26.40 | |||||||||
Amended M Capital I VPF Contract [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Related Party Transaction, Description of Transaction | Under the Amended M Capital II VPF contract, M Capital II is required to deliver to Citibank N.A. a variable amount of stock or cash | |||||||||
trading window | 3 days | |||||||||
Related Party Transaction, Amounts of Transaction | $ | $ 18,500,000 | |||||||||
Amended M Capital I VPF Contract [Member] | Class B Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares collateralized | 26,000,000 | |||||||||
Number Securities Pledged | 13,700,000 | |||||||||
Amended M Capital I VPF Contract [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | $ / shares | $ 22 | |||||||||
Amended M Capital I VPF Contract [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | $ / shares | 26.40 | |||||||||
Previous M Capital VPF Contract [Member] | Class A Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares sold by Moyes Affiliates | 4,800,000 | |||||||||
Conversion of Stock, Shares Converted | 6,600,000 | |||||||||
Number of common shares converted | 1,100,000 | |||||||||
Previous M Capital VPF Contract [Member] | Class B Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number Securities Pledged | 9,100,000 | 12,000,000 | ||||||||
Previous M Capital VPF Contract [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | $ / shares | 22.54 | |||||||||
Previous M Capital VPF Contract [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Price | $ / shares | $ 34 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 22, 2016 | Sep. 24, 2015 | ||
Class of Stock [Line Items] | |||||||
Stock Repurchase Program, Authorized Amount | $ 100,000 | ||||||
Repurchase and cancellation of Class A Common Stock, shares | 0 | 0 | |||||
Repurchase and cancellation of Class A Common Stock | $ 70,000 | $ 0 | $ 0 | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 30,000 | ||||||
Class A Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase and cancellation of Class A Common Stock, shares | 4,200,000 | ||||||
Repurchase and cancellation of Class A Common Stock | $ 70,000 | ||||||
Class A Common Stock [Member] | Subsequent Event [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Repurchase Program, Authorized Amount | $ 150,000 | ||||||
Repurchase and cancellation of Class A Common Stock | $ 30,000 | ||||||
Additional Paid-in Capital [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase and cancellation of Class A Common Stock | 43,365 | ||||||
Additional Paid-in Capital [Member] | Class A Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase and cancellation of Class A Common Stock | 43,400 | ||||||
Accumulated Deficit [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase and cancellation of Class A Common Stock | 26,593 | ||||||
Accumulated Deficit [Member] | Class A Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase and cancellation of Class A Common Stock | $ 26,600 | ||||||
Performance Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Vested | [1] | 0 | |||||
Vested | [1] | $ 0 | |||||
[1] | (1)The performance period for the performance share awards granted in February 2013 ended on December 31, 2015. The Board will approve the final vesting of these awards subsequent to December 31, 2015, based on the results of the three-year performance period. |
Weighted Average Shares Outst91
Weighted Average Shares Outstanding (Calculation Of Basic And Diluted Earnings Per Share Attributable To Stockholders) (Detail) - shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Basic: | ||||
Basic weighted average common shares outstanding | 142,018 | 141,431 | 140,179 | |
Diluted: | ||||
Dilutive effect of stock options | 1,650 | 2,044 | 2,042 | |
Diluted weighted average shares outstanding | 143,668 | 143,475 | 142,221 | |
Anti-dilutive shares excluded from the diluted earnings per share | [1] | 354 | 162 | 174 |
[1] | (1)Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of the Company's common shares during the period. |
Income Taxes (Income Tax Expens
Income Taxes (Income Tax Expense (Benefit) ) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current expense (benefit): | |||
Federal | $ 76,737 | $ 81,117 | $ (224) |
State | 8,826 | 8,861 | 5,143 |
Foreign | 8,783 | 4,107 | 1,530 |
Current expense (benefit), Total | 94,346 | 94,085 | 6,449 |
Deferred expense (benefit): | |||
Federal | 24,097 | (4,189) | 85,512 |
State | 3,419 | 1,975 | 4,273 |
Foreign | (2,653) | (2,397) | 4,748 |
Deferred expense (benefit), Total | 24,863 | (4,611) | 94,533 |
Income tax expense (benefit) | $ 119,209 | $ 89,474 | $ 100,982 |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate Reconciliation, Percent | 37.60% | 35.70% | 39.40% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ 110,875 | $ 87,719 | $ 89,742 |
State income taxes, net of federal income tax benefit | 8,745 | 6,866 | 6,912 |
Central pre-affiliation earnings taxed as S-Corp | 0 | 0 | (4,986) |
Foreign tax rate change in deferred items | 0 | 0 | 5,023 |
Other | (411) | (5,111) | 4,291 |
Income tax expense (benefit) | $ 119,209 | $ 89,474 | $ 100,982 |
Income Taxes (Components Of Net
Income Taxes (Components Of Net Deferred Tax Asset (Liability) ) (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Self insurance accruals | $ 66,949 | $ 61,305 |
Allowance for doubtful accounts | 11,448 | 9,561 |
Amortization of stock options | 8,923 | 9,598 |
Other | 18,352 | 25,239 |
Deferred Tax Assets, Net of Valuation Allowance | 105,672 | 105,703 |
Deferred tax liabilities: | ||
Property and equipment, principally due to differences in depreciation | (434,802) | (401,963) |
Prepaid taxes, licenses and permits deducted for tax purposes | (14,083) | (13,170) |
Cancellation of debt | (5,622) | (7,503) |
Intangible assets | (110,546) | (115,115) |
Other | (4,451) | (5,341) |
Total deferred tax liabilities | (569,504) | (543,092) |
Net deferred tax liability | $ (463,832) | $ (437,389) |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Unrecognized Tax Benefits) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 1,400 | $ 1,300 | $ 1,500 |
Unrecognized tax benefits at beginning of year | 1,739 | 2,385 | 2,385 |
Increases for tax positions taken prior to beginning of year | 0 | 95 | 0 |
Decreases for tax positions taken prior to beginning of year | 0 | (741) | 0 |
Unrecognized tax benefits at end of year | $ 1,739 | $ 1,739 | $ 2,385 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Tax Credit Carryforward [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Federal | $ 0.4 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 0.6 |
Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal and State Operating Loss Carryforwards, Expiration Date | Dec. 31, 2030 |
Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Federal and State Operating Loss Carryforwards, Expiration Date | Jan. 1, 2016 |
Income Taxes Income Taxes Other
Income Taxes Income Taxes Other (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Examination [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 37.60% | 35.70% | 39.40% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Cumulative Undistributed Earnings Of Foreign Subsidiaries | $ 25.3 | ||
Income Tax Examination, Increase (Decrease) in Liability from Prior Year | 0 | $ 0.8 | $ 0 |
Income Tax Examination, Penalties and Interest Expense | $ 0 | $ 0.4 | $ 0 |
Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination, Year under Examination | 2,011 | ||
Open Tax Year | 2,011 | ||
Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination, Year under Examination | 2,013 |
Employee Benefits (Detail)
Employee Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
401(k) benefit plan, eligible age for employee | 21 years | ||
401(k) benefit plan, eligible criteria | 6 months | ||
Employee maximum contribution rate | 3.00% | ||
Employees' rights to employer contributions vesting period | 5 years | ||
Employer expenses | $ 5.6 | $ 4.7 | $ 5.5 |
Employer owed contribution | $ 5.9 | $ 4.9 |
Key Customer (Detail)
Key Customer (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | |||
Entity wide revenue, major customer, percentage | 10.00% | ||
Operating Revenue [Member] | Wal-Mart And Subsidiaries [Member] | |||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | |||
Entity wide revenue, major customer, percentage | 12.00% | 11.00% | 11.00% |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Services Received And Provided By Company) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Accounts Receivable, Related Parties | $ 91 | $ 116 | |
Accounts Payable, Related Parties | 78 | 24 | |
Thermo King | |||
Related Party Transaction [Line Items] | |||
Accounts Receivable, Related Parties | 4 | 0 | |
Accounts Payable, Related Parties | 46 | 23 | |
Central Freight Lines, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Receivable, Related Parties | 3 | 93 | |
Accounts Payable, Related Parties | 3 | 1 | |
Other Affiliated Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Receivable, Related Parties | 84 | 23 | |
Accounts Payable, Related Parties | 29 | 0 | |
Common Market Trading LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Purchases from Related Party | 63 | ||
Freight Services [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 1,219 | 224 | $ 175 |
Related Party Transaction, Purchases from Related Party | 25 | 24 | 47 |
Freight Services [Member] | Thermo King | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 4 | 0 | 0 |
Related Party Transaction, Purchases from Related Party | 0 | 0 | 0 |
Freight Services [Member] | Central Freight Lines, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 237 | 25 | 15 |
Related Party Transaction, Purchases from Related Party | 25 | 24 | 47 |
Freight Services [Member] | SME Industries [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 978 | 185 | 99 |
Related Party Transaction, Purchases from Related Party | 0 | 0 | 0 |
Freight Services [Member] | Other Affiliated Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 0 | 14 | 61 |
Related Party Transaction, Purchases from Related Party | 0 | 0 | 0 |
Facility Leases [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 1,122 | 863 | 736 |
Related Party Transaction, Purchases from Related Party | 436 | 628 | 599 |
Facility Leases [Member] | Thermo King | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 12 | 0 | 0 |
Related Party Transaction, Purchases from Related Party | 0 | 0 | 0 |
Facility Leases [Member] | Central Freight Lines, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 1,090 | 843 | 716 |
Related Party Transaction, Purchases from Related Party | 435 | 400 | 399 |
Facility Leases [Member] | Other Affiliated Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 20 | 20 | 20 |
Related Party Transaction, Purchases from Related Party | 1 | 228 | 200 |
Other Services [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 144 | 392 | 1,159 |
Related Party Transaction, Purchases from Related Party | 1,293 | 956 | 1,008 |
Other Services [Member] | Thermo King | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 1 | 0 | 0 |
Related Party Transaction, Purchases from Related Party | 518 | 184 | 0 |
Other Services [Member] | Central Freight Lines, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 142 | 388 | 1,000 |
Related Party Transaction, Purchases from Related Party | 0 | 0 | 0 |
Other Services [Member] | Swift Aircraft Management [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 0 | 0 | 0 |
Related Party Transaction, Purchases from Related Party | 636 | 699 | 876 |
Other Services [Member] | Other Affiliated Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 1 | 4 | 159 |
Related Party Transaction, Purchases from Related Party | $ 139 | $ 73 | $ 132 |
Fair Value Measurement (Carryin
Fair Value Measurement (Carrying Amounts And Estimated Fair Values Of Financial Instruments) (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Carrying Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Assets | [1] | $ 23,215 | $ 24,510 |
Carrying Value [Member] | 2015 Agreement, Term Loan A [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [2] | 669,750 | 0 |
Carrying Value [Member] | 2014 Agreement, Term Loan A [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [2] | 0 | 500,000 |
Carrying Value [Member] | 2014 Agreement, Term Loan B [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [2] | 0 | 396,080 |
Carrying Value [Member] | Accounts receivable securitization [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [3] | 225,000 | 334,000 |
Carrying Value [Member] | Revolving Credit Facility [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [4] | 200,000 | 57,000 |
Estimated Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Assets | [1] | 23,190 | 24,502 |
Estimated Fair Value [Member] | 2015 Agreement, Term Loan A [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [2] | 669,750 | 0 |
Estimated Fair Value [Member] | 2014 Agreement, Term Loan A [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [2] | 0 | 500,000 |
Estimated Fair Value [Member] | 2014 Agreement, Term Loan B [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [2] | 0 | 390,436 |
Estimated Fair Value [Member] | Accounts receivable securitization [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [3] | 225,000 | 334,000 |
Estimated Fair Value [Member] | Revolving Credit Facility [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Financial Liabilities | [4] | $ 200,000 | $ 57,000 |
[1] | (1)Restricted investments are included in "Restricted investments, held to maturity, amortized cost." | ||
[2] | (2)The New Term Loan A, Old Term Loan A and Term Loan B are included in "Current portion of long-term debt" and "Long-term debt, less current portion." | ||
[3] | (3) | ||
[4] | The New Revolver (due July 2020) and Old Revolver (due June 2019) are included in "Revolving line of credit |
Fair Value Measurement (Liabili
Fair Value Measurement (Liabilities That Were Measured At Estimated Fair Value On Recurring Basis) (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $ 0 | $ 6,109 |
Fair Value Measurements at Reporting Date Using Level 1 Inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | 0 | |
Fair Value Measurements at Reporting Date Using Level 2 Inputs [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | 6,109 | |
Fair Value Measurements at Reporting Date Using Level 3 Inputs [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $ 0 |
Fair Value Measurement (Assets
Fair Value Measurement (Assets That Were Measured At Estimated Fair Value On Nonrecurring Basis) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 19, 2013 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes receivable | $ 2,300 | |||
Notes receivable | $ (1,480) | $ 0 | $ 0 | |
Other assets | 0 | $ (2,308) | $ 0 | |
Fair Value, Measurements, Nonrecurring [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes receivable | 0 | |||
Notes receivable | (1,480) | |||
Other assets | 0 | |||
Other assets | (2,308) | |||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value Measurements at Reporting Date Using Level 1 Inputs | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes receivable | 0 | |||
Other assets | 0 | |||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value Measurements at Reporting Date Using Level 2 Inputs [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes receivable | 0 | |||
Other assets | 0 | |||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value Measurements at Reporting Date Using Level 3 Inputs [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes receivable | 0 | |||
Other assets | $ 0 |
Segments and Geography (Summary
Segments and Geography (Summary Of Financial Information By Segments) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 1,089,801 | $ 1,064,973 | $ 1,059,404 | $ 1,015,144 | $ 1,139,500 | $ 1,074,880 | $ 1,075,898 | $ 1,008,446 | $ 4,229,322 | $ 4,298,724 | $ 4,118,195 |
Operating income (loss) | $ 121,707 | $ 74,921 | $ 98,476 | $ 75,000 | $ 132,467 | $ 97,411 | $ 94,022 | $ 46,170 | 370,104 | 370,070 | 356,959 |
Depreciation and amortization of property and equipment | 251,735 | 221,122 | 226,008 | ||||||||
Truckload [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 2,204,114 | 2,301,010 | 2,313,035 | ||||||||
Operating income (loss) | 257,007 | 258,072 | 225,963 | ||||||||
Depreciation and amortization of property and equipment | 121,144 | 113,875 | 127,404 | ||||||||
Dedicated [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 927,657 | 892,078 | 738,929 | ||||||||
Operating income (loss) | 82,735 | 75,794 | 83,520 | ||||||||
Depreciation and amortization of property and equipment | 62,221 | 53,682 | 45,568 | ||||||||
Swift Refrigerated [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 380,251 | 417,980 | 452,531 | ||||||||
Operating income (loss) | 17,080 | 14,035 | 17,682 | ||||||||
Depreciation and amortization of property and equipment | 16,160 | 12,510 | 13,926 | ||||||||
Intermodal [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 390,572 | 401,577 | 376,075 | ||||||||
Operating income (loss) | 4,128 | 8,298 | 5,619 | ||||||||
Depreciation and amortization of property and equipment | 13,723 | 10,875 | 9,268 | ||||||||
Subtotal [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 3,902,594 | 4,012,645 | 3,880,570 | ||||||||
Operating income (loss) | 360,950 | 356,199 | 332,784 | ||||||||
Depreciation and amortization of property and equipment | 213,248 | 190,942 | 196,166 | ||||||||
Non-reportable segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 407,781 | 342,969 | 287,853 | ||||||||
Operating income (loss) | 9,154 | 13,871 | 24,175 | ||||||||
Depreciation and amortization of property and equipment | 38,487 | 30,180 | 29,842 | ||||||||
Intersegment Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ (81,053) | $ (56,890) | $ (50,228) |
Segments and Geography (Narrati
Segments and Geography (Narrative) (Detail) - Segment | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting [Abstract] | |||
Number of Reportable Segments | 4 | ||
Percentage of foreign operations total revenue | 5.00% | 5.00% | 5.00% |
Long lived assets of foreign operations | 5.00% | 5.00% |
Quarterly Result of Operatio106
Quarterly Result of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Operating Revenue | $ 1,089,801 | $ 1,064,973 | $ 1,059,404 | $ 1,015,144 | $ 1,139,500 | $ 1,074,880 | $ 1,075,898 | $ 1,008,446 | $ 4,229,322 | $ 4,298,724 | $ 4,118,195 |
Operating income | 121,707 | 74,921 | 98,476 | 75,000 | 132,467 | 97,411 | 94,022 | 46,170 | 370,104 | 370,070 | 356,959 |
Net income | $ 72,502 | $ 36,281 | $ 50,954 | $ 37,840 | $ 58,491 | $ 50,158 | $ 40,198 | $ 12,305 | $ 197,577 | $ 161,152 | $ 155,422 |
Basic earnings per share | $ 0.52 | $ 0.25 | $ 0.36 | $ 0.27 | $ 0.41 | $ 0.35 | $ 0.28 | $ 0.09 | $ 1.39 | $ 1.14 | $ 1.11 |
Diluted earnings per share | $ 0.51 | $ 0.25 | $ 0.35 | $ 0.26 | $ 0.41 | $ 0.35 | $ 0.28 | $ 0.09 | $ 1.38 | $ 1.12 | $ 1.09 |