Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 19, 2018 | Jun. 30, 2017 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | KNX | ||
Entity Registrant Name | Knight-Swift Transportation Holdings Inc. | ||
Entity Central Index Key | 1,492,691 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,126,210,355 | ||
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 | 178,189,491 | ||
Class B Common Stock [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 76,649 | $ 8,021 | |
Cash and cash equivalents — restricted | 73,657 | 0 | |
Restricted investments, held to maturity, amortized cost | 22,232 | 0 | |
Trade receivables, net of allowance for doubtful accounts of $14,829 and $2,727, respectively | 574,265 | 133,846 | |
Equipment sales receivable | 8,925 | 8,321 | |
Current portion of notes receivable | 4,742 | 560 | |
Prepaid expenses | 58,525 | 13,244 | |
Assets held for sale | 25,153 | 9,634 | |
Income tax receivable | 55,114 | 8,406 | |
Other current assets | 23,945 | 8,159 | |
Total current assets | 923,207 | 190,191 | |
Property and equipment: | |||
Revenue and service equipment | 2,197,158 | 910,042 | |
Land and land improvements | 216,676 | 54,106 | |
Buildings and building improvements | 357,409 | 145,866 | |
Furniture and fixtures | 43,131 | 20,241 | |
Shop and Service Equipment | 22,864 | 16,859 | |
Leasehold Improvements, Gross | 9,905 | 4,735 | |
Total property and equipment | 2,847,143 | 1,151,849 | |
Less: accumulated depreciation and amortization | (462,922) | (348,991) | |
Property and equipment, net | 2,384,221 | 802,858 | |
Notes receivable, long-term | 11,060 | 3,047 | |
Goodwill | [1] | 2,887,867 | 47,031 |
Intangible assets, net | 1,440,903 | 2,575 | |
Other long-term assets, restricted cash, and investments | 36,184 | 32,823 | |
Total assets | 7,683,442 | 1,078,525 | |
Current liabilities: | |||
Accounts payable | 119,867 | 18,006 | |
Accrued payroll and purchased transportation | 107,017 | 25,017 | |
Accrued liabilities | 186,076 | 16,722 | |
Claims accruals – current portion | 147,285 | 18,633 | |
Long-term debt – current portion | 30 | 0 | |
Capital lease obligations – current portion | 48,972 | 0 | |
Dividend payable – current portion | 303 | 272 | |
Total current liabilities | 609,550 | 78,650 | |
Revolving line of credit | 125,000 | 18,000 | |
Long-term debt – less current portion | 364,771 | 0 | |
Capital lease obligations – less current portion | 127,132 | 0 | |
Accounts receivable securitization | 305,000 | 0 | |
Claims accruals – less current portion | 206,144 | 13,290 | |
Deferred income taxes | 679,077 | 178,000 | |
Long-term dividend payable and other long-term liabilities | 26,398 | 1,854 | |
Total liabilities | 2,443,072 | 289,794 | |
Commitments and contingencies (notes 17, 18, and 19) | |||
Stockholders’ equity: | |||
Preferred stock | 0 | 0 | |
Class A common stock | 1,780 | 802 | |
Class B common stock | 0 | 0 | |
Additional paid-in capital | 4,219,214 | 223,267 | |
Retained earnings | 1,016,738 | 562,404 | |
Total Knight-Swift Stockholders' Equity | 5,237,732 | 786,473 | |
Noncontrolling interest | 2,638 | 2,258 | |
Total stockholders’ equity | 5,240,370 | 788,731 | |
Total liabilities and stockholders’ equity | $ 7,683,442 | $ 1,078,525 | |
[1] | Except for the net accumulated amortization related to deferred tax assets in the Knight Trucking segment, the net carrying amount and gross carrying amount are equal since there are no accumulated impairment losses. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable, Current | $ 14,829 | $ 2,727 |
Preferred Stock [Member] | ||
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 | 177,998,000 | 80,228,706 |
Common stock, shares outstanding | 177,998,000 | 80,228,706 |
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 | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Consolidated Income Statements
Consolidated Income Statements - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating revenue: | |||
Revenue before fuel surcharge | $ 2,179,873 | $ 1,028,148 | $ 1,061,739 |
Fuel surcharge revenue | 245,580 | 89,886 | 121,225 |
Total revenue | 2,425,453 | 1,118,034 | 1,182,964 |
Operating expenses: | |||
Salaries, wages, and benefits | 688,543 | 333,929 | 334,069 |
Fuel | 274,956 | 129,696 | 152,752 |
Operations and maintenance | 164,307 | 76,246 | 80,855 |
Insurance and claims | 95,199 | 34,441 | 33,632 |
Operating taxes and licenses | 40,544 | 18,728 | 18,911 |
Communications | 10,691 | 4,182 | 4,095 |
Depreciation and amortization of property and equipment | 193,733 | 115,660 | 110,523 |
Amortization of intangibles | 13,372 | 500 | 500 |
Rental expense | 74,224 | 5,036 | 4,695 |
Purchased transportation | 594,113 | 233,863 | 246,864 |
Impairments | 16,844 | 0 | 0 |
Miscellaneous operating expenses, net | 41,781 | 17,274 | 18,068 |
Merger-related Costs | 16,516 | 0 | 0 |
Total operating expenses | 2,224,823 | 969,555 | 1,004,964 |
Operating income | 200,630 | 148,479 | 178,000 |
Other income (expenses): | |||
Interest income | 1,207 | 309 | 460 |
Interest expense | (8,686) | (897) | (998) |
Other income, net | 558 | 4,939 | 9,042 |
Total other (expenses) income, net | (6,921) | 4,351 | 8,504 |
Income before income taxes | 193,709 | 152,830 | 186,504 |
Income tax (benefit) expense | (291,716) | 57,592 | 68,047 |
Net Income | 485,425 | 95,238 | 118,457 |
Net income attributable to noncontrolling interest | (1,133) | (1,375) | (1,739) |
Net income attributable to Knight-Swift | $ 484,292 | $ 93,863 | $ 116,718 |
Basic earnings per share | $ 4.38 | $ 1.17 | $ 1.43 |
Diluted earnings per share | 4.34 | 1.16 | 1.42 |
Dividends Declared Per Share | $ 0.24 | $ 0.24 | $ 0.24 |
Shares used in per share calculations | |||
Basic | 110,657 | 80,362 | 81,491 |
Diluted | 111,697 | 81,228 | 82,467 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Statement of Comprehensive Income [Abstract] | ||||||
Net Income | $ 485,425 | $ 95,238 | $ 118,457 | |||
Realized gains from available-for-sale securities reclassified to net income | [1] | 0 | (2,771) | (5,273) | ||
Unrealized gains (losses) from changes in fair value of available-for-sale securities | 0 | 198 | [2] | (4,385) | [2] | |
Other comprehensive income (loss), net of tax | 0 | (2,573) | (9,658) | |||
Comprehensive income, net of income taxes | 485,425 | 92,665 | 108,799 | |||
Comprehensive income attributable to noncontrolling interest | 0 | (1,375) | (1,739) | |||
Comprehensive income attributable to Knight-Swift | $ 485,425 | 91,290 | 107,060 | |||
Income tax expense related to realized gains from available-for-sale securities reclassified to net income | 1,723 | 3,318 | ||||
Income tax expense (benefit) related to unrealized gains (losses) from changes in fair value of available-for-sale securities | $ 104 | $ (2,870) | ||||
[1] | Net of current income tax expense of $1,723 and $3,318 in 2016 and 2015, respectively. | |||||
[2] | Net of deferred income tax expense (benefit) of $104 and $(2,870) in 2016 and 2015, respectively. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Parent [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2014 | $ 679,275 | $ 818 | $ 185,184 | $ 479,527 | $ 12,231 | $ 677,760 | $ 1,515 |
Beginning balance, shares at Dec. 31, 2014 | 81,842 | ||||||
Issuance of common stock to employees | 9,931 | $ 8 | 9,923 | 9,931 | |||
Issuance of common stock to employees, shares | 720 | ||||||
Issuance of common stock to the board of directors | 354 | $ 0 | 354 | 354 | |||
Issuance of common stock to the board of directors, shares | 12 | ||||||
Company shares repurchased | (45,345) | $ (16) | (45,329) | ||||
Company shares repurchased, shares | (1,607) | ||||||
Shares withheld – restricted stock unit settlement | (1,843) | (1,843) | (1,843) | ||||
Excess tax benefit of stock option exercises | 3,175 | 3,175 | 3,175 | ||||
Stock-based compensation expense | 7,012 | 7,012 | 7,012 | ||||
Cash dividends paid and dividends accrued | (19,706) | (19,706) | (19,706) | ||||
Net income Attributable to Knight-Swift | 116,718 | 116,718 | 116,718 | ||||
Other comprehensive income (loss), net of tax | (9,658) | (9,658) | (9,658) | ||||
Distribution to noncontrolling interest | (1,280) | (1,280) | |||||
Net income attributable to noncontrolling interest | (1,739) | (1,739) | |||||
Ending balance at Dec. 31, 2015 | 740,372 | $ 810 | 205,648 | 529,367 | 2,573 | 738,398 | 1,974 |
Ending balance, shares at Dec. 31, 2015 | 80,967 | ||||||
Issuance of common stock to employees | 13,188 | $ 8 | 13,180 | 13,188 | |||
Issuance of common stock to employees, shares | 832 | ||||||
Issuance of common stock to the board of directors | 398 | $ 0 | 398 | 398 | |||
Issuance of common stock to the board of directors, shares | 15 | ||||||
Company shares repurchased | (39,873) | $ (16) | (39,857) | ||||
Company shares repurchased, shares | (1,585) | ||||||
Shares withheld – restricted stock unit settlement | (1,631) | (1,631) | (1,631) | ||||
Excess tax benefit of stock option exercises | 1,847 | ||||||
Stock-based compensation expense | 4,041 | 4,041 | 4,041 | ||||
Cash dividends paid and dividends accrued | (19,338) | (19,338) | (19,338) | ||||
Net income Attributable to Knight-Swift | 93,863 | 93,863 | 93,863 | ||||
Other comprehensive income (loss), net of tax | (2,573) | (2,573) | (2,573) | ||||
Distribution to noncontrolling interest | (1,091) | (1,091) | |||||
Net income attributable to noncontrolling interest | (1,375) | (1,375) | |||||
Ending balance at Dec. 31, 2016 | 788,731 | $ 802 | 223,267 | 562,404 | 0 | 786,473 | 2,258 |
Ending balance, shares at Dec. 31, 2016 | 80,229 | ||||||
2017 Merger reverse split of Swift shares | $ 3,976,905 | $ 971 | 3,975,832 | 3,976,803 | 102 | ||
2017 Merger reverse split of Swift shares, shares | 97,031 | ||||||
Issuance of common stock to employees | $ 13,158 | $ 7 | 13,151 | 13,158 | |||
Issuance of common stock to employees, shares | 718 | ||||||
Issuance of common stock to the board of directors | 398 | $ 0 | 398 | 398 | |||
Issuance of common stock to the board of directors, shares | 12 | ||||||
Shares issued under employee stock purchase plan | 324 | 324 | 324 | ||||
Shares issued under employee stock purchase plan, shares | 8 | ||||||
Shares withheld – restricted stock unit settlement | (4,709) | (4,709) | (4,709) | ||||
Excess tax benefit of stock option exercises | 1,833 | ||||||
Stock-based compensation expense | 6,242 | 6,242 | 6,242 | ||||
Cash dividends paid and dividends accrued | (25,249) | (25,249) | (25,249) | ||||
Net income Attributable to Knight-Swift | 484,292 | 484,292 | 484,292 | ||||
Other comprehensive income (loss), net of tax | 0 | ||||||
Distribution to noncontrolling interest | (855) | (855) | |||||
Net income attributable to noncontrolling interest | (1,133) | (1,133) | |||||
Ending balance at Dec. 31, 2017 | $ 5,240,370 | $ 1,780 | $ 4,219,214 | $ 1,016,738 | $ 0 | $ 5,237,732 | $ 2,638 |
Ending balance, shares at Dec. 31, 2017 | 177,998 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Cash Flows [Abstract] | |||
Net Income | $ 485,425 | $ 95,238 | $ 118,457 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of property, equipment, and intangibles | 207,105 | 116,160 | 111,023 |
Amortization of debt issuance costs and other | 209 | 0 | 0 |
Gain on sale of equipment | (8,939) | (8,124) | (15,346) |
Earn-out on sold investment | 0 | 0 | (208) |
Gain from available-for-sale securities | 0 | (4,494) | (8,591) |
Impairments | 16,844 | 0 | 0 |
Deferred income taxes | (305,584) | 5,454 | 21,532 |
Provision for doubtful accounts and notes receivables | 5,245 | 882 | 1,359 |
Non-cash compensation expense for issuance of common stock to certain members of the Board | 398 | 398 | 354 |
Excess tax benefit from stock-based compensation | 0 | 0 | (3,175) |
Stock-based compensation expense | 6,242 | 4,041 | 7,012 |
Income from investment in Transportation Resource Partners | (1,413) | (533) | (422) |
Transportation Resource Partners impairment | 56 | 86 | 177 |
Increase (decrease) in cash resulting from changes in: | |||
Trade receivables and equipment sales receivable | (48,454) | (11,099) | 10,266 |
Other Current Assets | 259 | 6,056 | (870) |
Prepaid Expenses | (1,163) | 4,076 | 103 |
Income Taxes Receivable | (39,122) | 33,561 | (22,535) |
Other long-term assets | (4,469) | 695 | (1,236) |
Accounts payable | (29,890) | 3,788 | (8,543) |
Accrued liabilities and claims accrual | 35,820 | (2,831) | (3,592) |
Net cash provided by operating activities | 318,569 | 243,354 | 205,765 |
Cash flows from investing activities: | |||
Increase in cash and cash equivalents — restricted | (10,215) | (6) | (18) |
Proceeds from maturities of held-to-maturity investments | 10,730 | 0 | 0 |
Purchases of held-to-maturity investments | (10,893) | 0 | 0 |
Proceeds from sale of available-for-sale securities | 0 | 7,403 | 12,528 |
Proceeds from sale of property and equipment, including assets held for sale | 82,731 | 65,595 | 72,246 |
Purchases of property and equipment | (387,191) | (154,596) | (221,660) |
Proceeds from notes receivable | 3,778 | 1,797 | 1,779 |
Expenditures on assets held for sale | (1,553) | 0 | 0 |
Payments received on equipment sale receivables | 1,505 | 0 | 0 |
Cash payments to Transportation Resource Partners | (1,172) | (21,709) | (70) |
Cash proceeds from Transportation Resource Partners | 9,846 | 496 | 360 |
Investment in Barr-Nunn Transportation | 0 | 0 | (3,500) |
Cash and cash equivalents received with 2017 Merger | 28,493 | 0 | 0 |
Net cash used in investing activities | (273,941) | (101,020) | (138,335) |
Cash flows from financing activities: | |||
Repayment of long-term debt and capital leases | (503,153) | 0 | 0 |
Proceeds from long-term debt | 400,000 | 0 | 0 |
Repayments on old Knight Revolver, net | (18,000) | (94,000) | (22,400) |
Borrowing on new Revolver, net | 125,000 | 0 | 0 |
Borrowings under accounts receivable securitization | 40,000 | 0 | 0 |
Payment of deferred loan costs | (2,312) | 0 | 0 |
Proceeds from common stock issued | 13,483 | 13,188 | 9,930 |
Share withholding for taxes due on equity awards | (4,709) | (1,631) | 0 |
Payments to repurchase company's common stock | 0 | (39,873) | (45,345) |
Dividends paid | (25,454) | (19,597) | (19,885) |
Cash distribution to noncontrolling interest holder | (855) | (1,091) | (1,280) |
Excess tax benefits from stock-based compensation | 0 | 0 | 3,175 |
Net cash provided by (used in) financing activities | 24,000 | (143,004) | (75,805) |
Net increase (decrease) in cash and cash equivalents | 68,628 | (670) | (8,375) |
Cash and cash equivalents at beginning of period | 8,021 | 8,691 | 17,066 |
Cash and cash equivalents at end of period | 76,649 | 8,021 | 8,691 |
Cash paid during the period for: | |||
Interest | 9,286 | 941 | 1,037 |
Income taxes | 51,817 | 18,467 | 65,594 |
Non-cash investing activities and financing activities | |||
Equipment acquired included in accounts payable | 8,361 | 3,619 | 4,251 |
Equipment sales receivables | 350 | 0 | 0 |
Financing provided to independent contractors for equipment sold | 3,316 | 1,310 | 787 |
Transfer from property and equipment to assets held for sale | 45,016 | 30,755 | 49,786 |
Capital lease additions | 15,020 | 0 | 0 |
Net Dividend Accrued for Restricted Stock Units | $ 73 | $ 103 | $ 178 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation [Text Block] | Introduction and Basis of Presentation Certain acronyms and terms used throughout this Annual Report are specific to Knight-Swift, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document. Description of Business Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. As of December 31, 2017, the Company's fleet of revenue equipment included 23,069 tractors (comprised of 18,381 company tractors and 4,688 independent contractor tractors), 74,949 trailers, and 9,122 intermodal containers. The Company's six reportable segments are Knight Trucking, Knight Logistics, Swift Truckload, Swift Dedicated, Swift Refrigerated, and Swift Intermodal. 2017 Merger On September 8, 2017, the Company became Knight-Swift Transportation Holdings Inc. upon the effectiveness of the 2017 Merger. Immediately upon the consummation of the 2017 Merger, former Knight stockholders and former Swift stockholders owned approximately 46.0% and 54.0% , respectively, of the Company. Upon closing of the 2017 Merger, the shares of Knight common stock that previously traded under the ticker symbol "KNX" ceased trading and were delisted from the NYSE. The shares of Class A common stock commenced trading on the NYSE on a post-reverse split basis under the ticker symbol "KNX" on September 11, 2017. The Company accounted for the 2017 Merger using the acquisition method of accounting in accordance with GAAP. GAAP requires that either Knight or Swift is designated as the acquirer for accounting and financial reporting purposes ("Accounting Acquirer"). Based on the evidence available, Knight was designated as the Accounting Acquirer while Swift was the acquirer for legal purposes. Therefore, Knight’s historical results of operations replaced Swift’s historical results of operations for all periods prior to the 2017 Merger. More specifically, the accompanying consolidated financial statements for periods prior to the 2017 Merger are those of Knight and its subsidiaries, and for periods subsequent to the 2017 Merger, also include Swift. In identifying Knight as the Accounting Acquirer, management took into account the structure of the 2017 Merger, the composition of the combined company's board of directors and the designation of certain senior management positions of the combined company, among other factors. See Note 4 for further details of the 2017 Merger, including discussion of the purchase price allocation applied, as well as Note 21 for further discussion related to the treatment of the Swift equity awards assumed pursuant to the 2017 Merger. Basis of Presentation The consolidated financial statements and footnotes included in this Annual Report should be read in conjunction with the consolidated financial statements and footnotes included in Knight's 2016 Annual Report. The consolidated financial statements include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries. In management's opinion, these consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair presentation of the periods presented. With respect to transactional/durational data, references to years, such as "2017", "2016", "2015", "2014", and "2013" pertain to calendar years. Similarly, references to quarters, such as "first", "second", "third", and "fourth" pertain to calendar quarters. Note regarding comparability — Based on the structure of the 2017 Merger, the historical financial statements of Knight are the historical financial statements of the combined company for all periods prior to the 2017 Merger. The Company's 2017 results of operations include the results of operations of Swift after September 8, 2017. Results for periods on and prior to September 8, 2017 reflect only those of Knight and do not include the results of operations of Swift. Accordingly, comparisons between the Company's 2017 results and prior periods may not be meaningful. Joint ventures — The financial activities of the following entities with which the Company has joint ventures are consolidated. The noncontrolling interest for these entities is presented as a separate component of the consolidated financial statements. • In 2014, Knight formed an Arizona limited liability company, now known as Kold Trans, LLC, for the purpose of expanding its refrigerated trucking business. Knight is entitled to 80.0% of the profits of the entity and has effective control over the management of the entity. • In 2010, Knight partnered with a non-related investor to form an Arizona limited liability company for the purpose of sourcing commercial vehicle parts. Knight acquired a 52.0% ownership interest in this entity. Equity and cost method investments — Refer to Note 7 for basis of presentation disclosures regarding Knight's equity and cost method investments in Transportation Resource Partners. Changes in Presentation Beginning in 2017, the Company made the following changes in presentation: • Equipment sales receivables are separately presented within "Total current assets" in the consolidated balance sheets. The prior period presentation has been retrospectively adjusted to reclassify the amount out of "Trade receivables, net of allowance for doubtful accounts" and into the new line item "Equipment sales receivable." The change in presentation has no net impact on "Total current assets." • Rental expenses related to revenue equipment are separately presented within "Total operating expenses" in the consolidated income statements. The prior period presentation has been retrospectively adjusted to reclassify the amount out of "Miscellaneous operating expenses" and into the new line item "Rental expense." The change in presentation has no net impact on "Total operating expenses." Seasonality In the transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather impeding operations. At the same time, operating expenses generally increase, and tractor productivity of the Company's fleet, independent contractors, and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold-weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. During this period, the profitability of the Company's operations is generally lower than during other parts of the year. Additionally, the Company has seen surges between Thanksgiving and Christmas resulting from holiday shopping trends toward delivery of gifts purchased over the Internet, as well as the impact of shorter holiday seasons (Thanksgiving holiday recently falling closer to Christmas). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 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 stock-based compensation; • estimates of claims accruals; • leases, 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. Certain of the Company's operating segments have been aggregated into reportable segments. The management approach focuses on financial information that management uses to make operating decisions. The Company's chief operating decision makers use total revenue, 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 that management uses to evaluate segment performance and allocate resources, which is consistent with GAAP for segment reporting. Operating income should not be viewed as a substitute for 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 "Total revenue" less "Operating expenses." Based on the unique nature of the Company's operating structure, certain revenue-generating assets are interchangeable between segments. Additionally, the Company's chief operating decision makers do not review assets or liabilities by segment to make operating decisions. The Company allocates depreciation and amortization expense of its property and equipment to the segments based on the actual utilization of the asset by the segment during the period. See Note 25 for additional disclosures regarding the Company's segments. Cash and Cash Equivalents — Cash and cash equivalents are comprised of cash, money market funds, and highly liquid instruments with insignificant interest rate risk and original maturities of three months or less. Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation ("FDIC") limits or may be invested in sweep accounts that are not insured by the institution, the FDIC, or any other government agency. 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 "Cash and cash equivalents – restricted" 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 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, 2017 , 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 are reported in "Other income, net" 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 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 loss 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 accumulated other comprehensive income. See Note 6 for additional disclosures regarding the Company's restricted investments. Inventories and Supplies — Inventories and supplies, which are included in "Other current assets" in the consolidated balance sheets, primarily consist of spare parts, tires, fuel, and supplies and are stated at lower of cost or net realizable value. Depending on the class of inventory, cost is determined using the first-in, first-out method or average cost. Property and Equipment — Property and equipment is stated at cost less accumulated depreciation. 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 of property and equipment is calculated on a straight-line basis down to the salvage value, as applicable, over the following estimated useful lives: Category: Range (in years) Revenue equipment 4 — 20 Shop and service equipment 2 — 10 Land improvements 5 — 15 Buildings and building improvements 10 — 40 Furniture and fixtures 3 — 10 Leasehold improvements Life of the lease Net gains on the disposal of property and equipment are presented in the consolidated income statements within miscellaneous operating expenses, net. 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 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 from the 2017 Merger, as well as intangibles from Knight's 2014 acquisition of Barr-Nunn Transportation, Inc. and certain of its affiliates. Amortization of acquired customer relationships is calculated on a straight-line basis over the estimated useful life, which ranges from 5 years to 20 years . The trade names have indefinite useful lives and are not amortized, but are 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 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 discounted 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. See Notes 4 and 11 for additional disclosures regarding the Company's intangible assets. Goodwill — Management evaluates goodwill on an annual basis as of June 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 quantitative 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 quantitative impairment test. The second step of the quantitative 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 11 for discussion of the results of the Company's annual evaluation as of June 30, 2017 . See Notes 4 and 11 for additional disclosures regarding the Company's goodwill. Claims Accruals — The Company is self-insured for a portion of its risk related to auto liability, workers' compensation, property damage, and cargo damage. 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 self-insured claim liabilities may differ from the Company's 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. See Notes 13 and 19 for additional disclosures regarding the Company's claims accruals. Operating Leases — In accordance with ASC 840, Leases , property and equipment held under operating leases, and liabilities related thereto, are off-balance sheet. All expenses related to operating leases are reflected in the consolidated income statements in "Rental expense." At lease inception, management determines whether the lease should be classified as operating or capital lease, based on the guidance set forth in ASC 840. Additionally at lease inception, management determines the useful life and estimates residual values of the related equipment. Future minimum lease payments used in determining lease classification represent the minimum rental payments called for over the lease term, inclusive of residual value guarantees (if applicable) and amounts that would be required to be paid, if any, by the Company upon default for leases containing subjective acceleration or cross default clauses. In connection with various operating leases, we issued residual value guarantees, which provide that if we do not purchase the leased equipment from the lessor at the end of the lease term, we are liable to the lessor for an amount equal to the shortage (if any) between the proceeds from the sale of the equipment and an agreed value. To the extent we believe any manufacturer will refuse or be unable to meet its obligation, we recognize additional rental expense to the extent we believe the fair market value at the lease termination will be less than our obligation to the lessor. We believe that proceeds from the sale of equipment under operating leases would exceed the payment obligation on substantially all operating leases. See Note 17 for additional disclosures regarding the Company's operating leases. Fair Value Measurements — See Note 23 for accounting policies and financial information relating to fair value measurements. Contingencies — See Note 19 for accounting policies and financial information related to contingencies. Revenue Recognition — In accordance with ASC 605-20-25-13, Services for Freight-in-Transit at the End of a Reporting Period, the Company currently recognizes operating revenue and the related direct costs of such revenue when persuasive evidence of an arrangement exists, the fee is fixed and determinable, and collectability is probable, all of which occur as of the date the freight is delivered. Credit terms for customer accounts are generally on a net 30 day basis. The Company establishes an allowance for doubtful accounts based on historical experience and any known trends or uncertainties related to customer billing and account collectability. The Company reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. Uncollectible accounts are written off when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. The Company recognizes operating lease revenue from leasing tractors and related equipment to independent contractors. 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 718, Compensation – Stock Compensation. ASC 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 fair value of performance units is estimated using the Monte Carlo Simulation valuation model. Equity awards settled in cash are remeasured at each reporting period and are recognized as a liability in the consolidated balance sheets during the vesting period until settlement. The fair value of stock options is estimated using the Black-Scholes option-valuation model. 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 on a straight-line basis, by amortizing the grant-date fair value over the requisite service period of the entire award. 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 21 for additional information relating to the Company's stock compensation plan. Income Taxes — Management accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences of events that have been included in the consolidated financial statements. Additionally, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and respective tax bases of assets and liabilities (using enacted tax rates in effect for the year in which the differences are expected to reverse). 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. Net deferred incomes taxes are classified as noncurrent in the consolidated balance sheets. 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. In making such determinations, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. Unrecognized tax benefits are defined as the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to ASC 740, Income Taxes. 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 (including resolutions of any related appeals or litigation processes) 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 expected incurred interest and penalties related to unrecognized tax positions in "Income tax (benefit) expense" in the consolidated income statements. 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. See Note 14 for additional disclosures regarding the Company's income taxes. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements , Not Yet Adopted Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact January 2017 2017-04: Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment The amendments in this ASU are intended to simplify subsequent measurement of goodwill. The key amendment in the ASU eliminates Step 2 from the goodwill impairment test, in which entities measured a goodwill impairment loss by comparing the implied fair value to the carrying amount of a reporting unit's goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value with the carrying amount of a reporting unit and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. January 2020, prospective Currently under evaluation; not expected to be material January 2017 2017-03: Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323) – Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings The amendments in this ASU that are relevant to the Company pertain to disclosures around the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments in this ASU indicate that the SEC staff expects that if an entity cannot reasonably estimate the impact of an ASU on the financial statements, then the entity should consider additional qualitative disclosures to assist the reader in assessing the significance of the standard's impact on its financial statements. Immediate None - The Company's recently issued accounting pronouncements disclosures are aligned with the amendments in this ASU. November 2016 2016-18: S tatement of Cash Flows – (Topic 230) Restricted Cash (a Consensus of the FASB Emerging Issues Task Force) The amendments in this ASU require transfers between cash and equivalents and restricted cash and equivalents, as well as direct cash receipts into and cash payments made from restricted cash and equivalents to be explained in the statement of cash flows. Restricted cash and restricted cash equivalents are to be included in the beginning and ending cash and cash equivalent balance totals on the statement of cash flows. January 2018; Retrospective Material impact in cash flow presentation to reclassify restricted cash to "net increase/decrease in cash, restricted cash, and equivalents," and adjust the beginning and ending balances. October 2016 2016-16: Income Taxes (Topic 740) – Intra-entity Transfers of Assets Other than Inventory This ASU states that entities should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs (as compared to current GAAP, which prohibits the recognition of current and deferred income taxes for intra-entity asset transfer until the asset has been sold to an outside party). January 2018, Modified Retrospective Currently under evaluation; not expected to be material since the Company's fixed assets are not typically transferred between legal entities for consideration. August 2016 2016-15: Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments This ASU has several amendments, which are designed to reduce existing diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU addresses eight specific cash flow issues, of which the following are expected to be applicable to the Company: 1) debt prepayment and extinguishment costs, 2) proceeds from settlement of insurance claims, 3) proceeds from settlement of corporate-owned life insurance policies, 4) beneficial interests in securitization transactions, and 5) separately identifiable cash flows and application of the predominance principle. January 2018, Retrospective Currently under evaluation; not expected to be material. Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact June 2016 2016-13: Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments The purpose of this ASU is to amend the current incurred loss impairment methodology with a new methodology that reflects expected credit losses and requires a broader range of reasonable and supportable information to inform credit loss estimates. This is the final credit accounting standard, out of a series, with detailed guidance on the new loss reserve model, Current Expected Credit Loss ("CECL"). Among other provisions, the amendments in the ASU require a financial asset (or group of assets) measured at amortized cost basis to be presented at the net amount expected to be collected. Entities are no longer required to wait until a loss is probable to record it. January 2020, Adoption method varies by amendment Currently under evaluation; not expected to be material. May 2016 2016-12: Revenue from Contracts with Customers (Topic 606) – Narrow-scope Improvements and Practical Expedients The amendments in this ASU clarify certain aspects regarding the collectability criterion, sales taxes collected from customers, noncash consideration, contract modifications, and completed contracts at transition. It additionally clarifies that retrospective application only requires disclosure of the accounting change effect on prior periods presented, not on the period of adoption. January 2018, Modified retrospective Currently under evaluation (1) April 2016 2016-10: Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing The amendments in this ASU clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments do not change the core principle of the guidance. January 2018, Modified retrospective Currently under evaluation (1) March 2016 2016-08: Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net) The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations, but do not change the core principle of the guidance. January 2018, Modified retrospective Currently under evaluation (1) February 2016 2016-02: Leases (Topic 842) The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected by the new guidance. January 2019, Modified retrospective Currently under evaluation; expected to be material, but not yet quantifiable. January 2016 2016-01: Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities The amendments in this ASU address various aspects of recognition, measurement, presentation, and disclosure of financial instruments. They additionally establish ASC 321 – Investments – Equity Securities , which applies to investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures, and limited liability companies. January 2018, Modified retrospective Currently under evaluation August 2015 2015-14: Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date This ASU deferred the effective date of ASU 2014-09 (Topic 606) to annual reporting periods beginning after December 15, 2017. January 2018, Modified retrospective Currently under evaluation (1) ____________ (1) ASC 606, Revenue from Contracts with Customers — The Company established an ASC 606 implementation team, which includes support from external experts, to evaluate and implement the standard. The diagnostic phase of assessing the financial and business impacts of implementing the standard is complete and included identifying revenue sources within the Company's lines of business, reviewing a sample of contracts, analyzing the impact on systems, and developing a preliminary assessment. As the diagnostic phase was being finalized, management was concurrently designing and developing solutions in preparation for the implementation phase of the standard. Additionally, management developed internal controls to ensure that the Company properly evaluated the company's material contracts under the five-step model in ASC 606. As of March 1, 2018, management is implementing the necessary changes in accounting, reporting, sales, information technology, internal controls, and other business processes to ensure compliance with the new guidance. Management identified the following key considerations with respect to accounting and reporting under the new standard: • identification of what constitutes a contract in the Company's business practices, • variability in individual contracts, such as customer-specific terms that may vary from the master agreement, • principal versus agent determinations, • timing of revenue recognition (for example, point-in-time versus over time and/or accelerated versus deferred), • single versus multiple performance obligations, including the timing of when such performance obligations are satisfied, • new/changed estimates and management judgments (for example, system estimation of in-transit accruals versus manual estimation), • disaggregation of revenue by category within segments, and • others. The Company considered its various operating segments, determining that the key segments affected will be its four trucking segments (Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated), as well as its intermodal, logistics, and shop businesses. The Company's other streams of revenue within Swift's non-reportable segments (specifically its leasing and captive insurance subsidiaries) were determined to be out of scope. The most notable impact on the Company of the new standard pertains to recognizing revenue at a point in time versus over time. Under ASC 605, the Company recognized revenue at the point in time that the freight was delivered. Beginning in the first quarter of 2018, under ASC 606, the Company will recognize revenue that is in-transit at period end, as estimated in days. As such, timing of revenue recognition (as well as the related variable costs) between reportable periods will change, but the net impact on the Company's results of operations on each reportable period is expected to be immaterial. Management expects to continue recognizing revenue on a gross basis, consistent with past practices. Additionally, there was no change in management's determination of principal versus agent for its recognition of revenue under ASC 606, compared to ASC 605. Since the Company is applying the modified retrospective approach of adoption, a cumulative-effect adjustment to retained earnings will be recorded in the first quarter of 2018, and the prior year information will not be adjusted. Based on the information currently available, management expects a cumulative-effect adjustment to retained earnings in the first quarter of 2018 to be in the range of $3.0 million to $6.0 million , which reflects the operating revenue impact, net of related variable costs and income taxes. Management is currently evaluating the impact on its accounting policies and other required disclosures that will be effective in the Quarterly Report on Form 10-Q for the first quarter of 2018. Management is expecting updates to the Company's footnote disclosures around revenue recognition, as the new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers, as well as significant management judgment used in measurement and recognition of revenue. Management is not expecting any changes in financial statement classification. Additionally, no impact on the Company's debt covenants is expected. Since management is continuing to evaluate the impact of the standard, disclosures around these preliminary assessments are subject to change. |
Merger and Purchase Price Alloc
Merger and Purchase Price Allocation Merger and Purchase Price Allocation | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Merger and Purchase Price Allocation | Merger and Purchase Price Allocation 2017 Merger On September 8, 2017, pursuant to the Agreement and Plan of Merger, dated as of April 9, 2017, by Swift Transportation Company, Bishop Merger Sub, Inc., a direct wholly owned subsidiary of Swift ("Merger Sub"), and Knight Transportation, Inc., Merger Sub merged with and into Knight, with Knight surviving as a direct wholly owned subsidiary of Swift (the "2017 Merger"). Immediately prior to the effective time of the 2017 Merger (the "Effective Time"), the certificate of incorporation of the Company was amended and restated (the "Amended Company Charter") to reflect, among other things, that: (1) the Company's corporate name changed from "Swift Transportation Company" to "Knight-Swift Transportation Holdings Inc."; and (2) each issued and outstanding share of Class B common stock, par value $0.01 per share, of Swift was converted (the "Class B Conversion") into one share of Class A common stock, par value $0.01 per share, of Swift and immediately thereafter, each issued and outstanding share of Swift Class A common stock (including each share of Swift Class A common stock into which the shares Swift Class B common stock was converted pursuant to the Class B Conversion) was, by means of a reverse stock split (the "Reverse Split"), consolidated into 0.72 of a share of Class A common stock of the Company. No fractional shares of Class A common stock were issued in the Reverse Split, and, in connection with the Reverse Split, holders of Class A common stock became entitled to receive cash in lieu of any fractional shares in accordance with the Amended Company Charter. At the Effective Time, each share of Knight common stock, par value $0.01 per share, of Knight ("Knight Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares held in the treasury of Knight or owned or held, directly or indirectly, by Swift or any wholly owned subsidiary of Swift or Knight, in each case not held in a fiduciary capacity on behalf of a third-party) was converted into the right to receive one share of the Company's Class A common stock. Upon the closing of the 2017 Merger, the shares of Knight common stock that previously traded under the ticker symbol "KNX" on the NYSE ceased trading on, and were delisted from, the NYSE. Shares of the Company's Class A common stock commenced trading on the NYSE, on a post-Reverse Split basis, under the ticker symbol "KNX" on September 11, 2017. In 2017, the Company recorded $16.5 million of direct and incremental costs associated with 2017 Merger-related activities, primarily incurred for legal and professional fees, which were recorded in the "Merger-related costs" line in the consolidated income statements. In association with the 2017 Merger, the Company incurred merger-related bonuses and accelerated stock compensation expense totaling $5.6 million , which is recorded in the "Salaries, wages, and benefits" line in the consolidated income statements. Additionally, the Company incurred $0.9 million in merger-related statutory filing fees and miscellaneous expense, and $0.1 million in independent contractor retention expenses recorded within the "Miscellaneous operating expenses, net" and "Purchased transportation" lines in the consolidated income statements. Purchase Price Allocation Following the consummation of the 2017 Merger, Knight and Swift stockholders own approximately 46% and 54% , respectively, of the Company. Based on Knight's $40.85 per share closing price on September 8, 2017 and the fair value of Swift equity awards, consisting of outstanding stock options and certain unvested restricted stock units, and noncontrolling interest assumed by the Company totaling $13.2 million , the 0.72 of a combined company share that the Swift stockholders received in respect of each class A share of Swift had an aggregate fair value of approximately $4.0 billion . The purchase price allocation for the 2017 Merger is open for adjustments and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, pending the finalization of certain identified contingent liabilities and the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed and assessment of other tax related items. Management expects that, as more information is obtained, the purchase price allocation disclosed below may change. Any future adjustments to the purchase price allocation, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date. The following table summarizes the total fair value consideration transferred: (In thousands, except ratio and stock price) Number of Swift shares outstanding at September 8, 2017 134,765 Swift share consolidation ratio 0.72 Swift shares outstanding post-Reverse Split and immediately prior to the 2017 Merger 97,031 Closing price of Knight on September 8, 2017 $ 40.85 Fair value of equity portion of the 2017 Merger consideration $ 3,963,712 Fair value of Swift equity awards and noncontrolling interest assumed 13,193 Total fair value of consideration transferred $ 3,976,905 The following is a summary of the allocation of purchase consideration (which is open for adjustments) to the estimated fair value of Swift's assets acquired and liabilities assumed in the 2017 Merger: September 9, 2017 Opening Balance Sheet as Reported at September 30, 2017 Fourth Quarter 2017 Adjustments Adjusted September 9, 2017 Opening Balance Sheet as Reported at December 31, 2017 (In thousands) Fair value of the consideration transferred $ 3,976,905 $ — $ 3,976,905 Cash and cash equivalents $ 28,484 $ — $ 28,484 Restricted cash and fixed maturity securities 85,615 — 85,615 Trade and other receivables 411,767 — 411,767 Prepaid expenses 44,564 — 44,564 Other current assets 19,736 — 19,736 Property and equipment 1,522,123 — 1,522,123 Identifiable intangible assets (1) 1,285,900 165,800 1,451,700 Other noncurrent assets 18,537 — 18,537 Total assets 3,416,726 165,800 3,582,526 Accounts payable (188,411 ) — (188,411 ) Accrued liabilities (232,280 ) — (232,280 ) Claims accruals (306,846 ) — (306,846 ) Long-term debt and capital lease obligations (894,681 ) — (894,681 ) Deferred tax liabilities (1) (741,405 ) (64,392 ) (805,797 ) Other long-term liabilities (18,452 ) — (18,452 ) Total liabilities (2,382,075 ) (64,392 ) (2,446,467 ) Goodwill (1) $ 2,942,254 $ (101,408 ) $ 2,840,846 ____________ (1) Adjustments made to identifiable intangible assets, goodwill, and deferred tax liabilities pertain to management's re-evaluation of the royalty rate used associated with certain trade names. The goodwill is primarily attributable to Swift's existing workforce and the synergies expected to arise after the 2017 Merger. These acquired capabilities, when combined with Knight's business, will result in opportunities that allow us to provide services under contracts that could not have been pursued individually by either Knight or Swift. As noted above, the purchase price allocation is open for adjustments, but the Company has allocated goodwill to its reportable segments (as presented in Note 11). The goodwill will not be deductible for tax purposes. The estimated fair value of the acquired identifiable intangible assets is based on a valuation completed for Swift, along with related tangible assets, using a combination of the income method and comparable market transactions. Following are the details of the preliminary purchase price allocated to the identifiable intangible assets acquired: Estimated Life Estimated Fair Value as of September 9, 2017 Adjustments Adjusted Estimated Fair Value as of September 9, 2017 (years) (thousands) Customer relationships 10 - 20 years $ 817,200 $ (700 ) $ 816,500 Trade name indefinite 468,700 166,500 635,200 Total identifiable intangible assets $ 1,285,900 $ 165,800 $ 1,451,700 See (1), above for nature of the adjustments made to intangible assets. The Company assumed certain claims and contingent liabilities, including legal reserves, at the acquisition date. The fair value of these liabilities is open for adjustments and as additional information is obtained, the fair value of these liabilities may change. The Company's 2017 consolidated financial statements include Swift's results of operations after September 8, 2017 (closing of the 2017 Merger) through December 31, 2017 . During 2017, Swift's total revenue and net income included within the Company's consolidated operating results was $1.3 billion and $95.7 million , respectively. Swift's net income for this period includes a $16.8 million impairment charge primarily related to termination of implementation of Swift's ERP system, as well as $12.9 million related to the amortization of intangibles acquired in the 2017 Merger. The following unaudited pro forma information combines the historical operations of Knight and Swift, giving effect to the 2017 Merger and related transactions as if they had been consummated on January 1, 2016, the beginning of the previous period. 2017 2016 (in thousands, except per share data) Total revenue $ 5,136,261 $ 5,149,551 Net income attributable to Knight-Swift $ 529,922 $ 223,209 Diluted earnings per share $ 2.97 $ 1.25 The unaudited pro forma condensed combined financial information has been presented for comparative purposes only and includes certain adjustments such as recognition of assets acquired at estimated fair values and related depreciation and amortization, elimination of transaction costs incurred by Knight and by Swift during the periods presented that were directly related to the 2017 Merger, and related income tax effects of these items. As a result of the 2017 Merger, both Knight and Swift incurred certain merger-related expenses, including professional legal and advisory fees, acceleration of share-based compensation, bonus incentives, severance payments, filing fees and other miscellaneous expenses. These merger-related expenses for both Knight and Swift totaled $57.0 million in 2017 and are eliminated from presentation of the unaudited pro forma net income presented above. The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that Knight and Swift would have achieved had the companies been combined during the periods presented in the unaudited pro forma condensed combined financial statements and is not intended to project the future results of operations that the combined company may achieve after the 2017 Merger. The unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the 2017 Merger and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings. |
Marketable Securities Marketabl
Marketable Securities Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
Marketable Securities [Abstract] | |
Marketable Securities | Marketable Securities Historically, Knight, from time to time, held certain marketable equity securities classified as available-for-sale securities, which are recorded at fair value with unrealized gains and losses, net of tax, as a component of "Accumulated other comprehensive income (loss)" in stockholders' equity on the accompanying consolidated balance sheets. Realized gains and losses on available-for-sale securities are included in the determination of net income. Management uses specific identification to determine the cost of securities sold, or amounts reclassified out of accumulated other comprehensive income into earnings and included in "Other income" in the accompanying income statements. The following table shows realized gains during 2017, 2016 , and 2015 , on certain securities that were classified as available-for-sale: 2017 2016 2015 (In thousands) Realized Gains: Sales proceeds $ — $ 7,403 $ 12,528 Cost of securities sold — 2,909 3,937 Realized gain $ — $ 4,494 $ 8,591 Realized gain, net of taxes $ — $ 2,771 $ 5,273 Knight disposed of its holdings in available-for-sale equity investments in 2016, leaving no balance on the accompanying consolidated balance sheets as of December 31, 2017 or December 31, 2016 . Refer to Note 23 for additional information regarding fair value measurements of the Company's marketable securities. |
Restricted Investments
Restricted Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Restricted Investments | Restricted Investments The following table presents the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company's restricted investments: December 31, 2017 Gross Unrealized Cost or Amortized Cost Gains Temporary Estimated Fair Value (In thousands) United States corporate securities $ 15,982 $ — $ (14 ) $ 15,968 Municipal bonds 4,970 — (10 ) 4,960 Negotiable certificates of deposit 1,280 — — 1,280 Restricted investments, held to maturity $ 22,232 $ — $ (24 ) $ 22,208 The Company did not have any held-to-maturity restricted investments as of December 31, 2016. As of December 31, 2017 , the contractual maturities of the restricted investments were one year or less. There were 32 securities that were in an unrealized loss position for less than twelve months as of December 31, 2017 . The Company did not recognize any impairment losses related to restricted investments during 2017, 2016, or 2015. Refer to Note 2 for accounting policy and Note 23 for additional information regarding fair value measurements of restricted investments. |
Transportation Resource Partner
Transportation Resource Partners Transportation Resource Partners | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Transportation Resource Partners | Transportation Resource Partners From 2003 through 2016, Knight has entered into partnership agreements with entities that make privately-negotiated equity investments, including Transportation Resource Partners ("TRP"), Transportation Resource Partners III, LP ("TRP III"), TRP Capital Partners, LP ("TRP IV"), TRP CoInvest Partners, (NTI) I, LP ("TRP Coinvestment NTI"), and TRP CoInvest Partners, (QLS) I, LP ("TRP Coinvestment QLS"). In these agreements, Knight committed to invest in return for an ownership percentage. The following table presents ownership and commitment information for Knight's investments in TRP partnerships: December 31, 2017 Knight's Ownership Interest (4) Total Commitment (All Partners) Knight's Contracted Commitment Knight's Remaining Commitment (Dollars in thousands) TRP – cost method investment 2.3 % $ 260,000 $ 5,500 $ — TRP III – equity method investment (1) 4.8 % $ 245,000 $ 15,000 $ 1,739 TRP IV – cost method investment (2) 4.1 % $ 116,000 $ 4,900 $ 2,075 TRP Coinvestment NTI – equity method investment (3) 8.3 % $ 120,000 $ 10,000 $ — TRP Coinvestment QLS – equity method investment (3) 25.0 % $ 39,000 $ 9,735 $ — ____________ (1) Management anticipates that the following amounts will be due: $0.9 million in 2018 and $0.8 million from 2019 through 2020. (2) Management anticipates that the following amounts will be due: $1.3 million in 2018, $0.5 million from 2019 through 2020, $0.2 million from 2021 through 2022, and $0.1 million from 2023 through 2024. (3) The TRP Coinvestments are unconsolidated majority interests. Management considered the criteria set forth in ASC 323, Investments – Equity Method and Joint Ventures , to establish the appropriate accounting treatment for these investments. This guidance requires the use of the equity method for recording investments in limited partnerships where the "so minor" interest is not met. As such, the investments are being accounted for under the equity method. Knight's ownership interest reflects its ultimate ownership of the portfolio companies underlying the TRP Coinvestment NTI and TRP Coinvestment QLS legal entities. (4) Knight's share of the results is included within "Other Income" in the consolidated income statements. Net investment balances included in "Other long-term assets, restricted cash and investments" in the consolidated balance sheets were as follows: December 31, 2017 2016 (in thousands) TRP – cost method investment $ 211 $ 214 TRP III – equity method investment 1,973 5,882 TRP IV – cost method investment 2,577 1,882 TRP Coinvestment NTI – equity method investment 7,579 10,000 TRP Coinvestment QLS – equity method investment 8,054 9,735 Total carrying value $ 20,394 $ 27,713 |
Trade Receivables, net
Trade Receivables, net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Trades Receivables, net | Trade Receivables, net Trade receivables balances were as follows: December 31, 2017 2016 (In thousands) Trade customers $ 565,732 $ 123,555 Equipment manufacturers 6,017 468 Other 17,345 12,550 Trade receivables 589,094 136,573 Less: Allowance for doubtful accounts (14,829 ) (2,727 ) Trade receivables, net $ 574,265 $ 133,846 The following is a rollforward of the allowance for doubtful accounts for trade receivables: 2017 2016 2015 (In thousands) Beginning balance $ 2,727 $ 3,106 $ 3,355 Provision 4,671 909 1,333 Write-offs directly against the reserve (1,583 ) — — Write-offs for revenue adjustments (3,758 ) (1,288 ) (1,582 ) Other (1) 12,772 — — Ending balance $ 14,829 $ 2,727 $ 3,106 ____________ (1) Increase in allowance for doubtful accounts relates to trade receivables assumed from Swift as part of the 2017 Merger. See Note 4 for further details regarding the 2017 Merger. See Note 15 for a discussion of the Company's accounts receivable securitization program and the related accounting treatment. |
Notes Receivable, net
Notes Receivable, net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Notes Receivable, net | Trade Receivables, net Trade receivables balances were as follows: December 31, 2017 2016 (In thousands) Trade customers $ 565,732 $ 123,555 Equipment manufacturers 6,017 468 Other 17,345 12,550 Trade receivables 589,094 136,573 Less: Allowance for doubtful accounts (14,829 ) (2,727 ) Trade receivables, net $ 574,265 $ 133,846 The following is a rollforward of the allowance for doubtful accounts for trade receivables: 2017 2016 2015 (In thousands) Beginning balance $ 2,727 $ 3,106 $ 3,355 Provision 4,671 909 1,333 Write-offs directly against the reserve (1,583 ) — — Write-offs for revenue adjustments (3,758 ) (1,288 ) (1,582 ) Other (1) 12,772 — — Ending balance $ 14,829 $ 2,727 $ 3,106 ____________ (1) Increase in allowance for doubtful accounts relates to trade receivables assumed from Swift as part of the 2017 Merger. See Note 4 for further details regarding the 2017 Merger. See Note 15 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, 2017 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | Assets Held for Sale As of December 31, 2017 and 2016 , 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 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 twelve months . Revenue equipment held for sale totaled $25.2 million and $9.6 million as of December 31, 2017 and 2016 , respectively. The Company had no land or facilities classified as held for sale as of December 31, 2017 or 2016 . Refer to Note 23 for discussion about the Company's impairment losses pertaining to assets held for sale in 2017. The Company did not recognize any impairment losses in 2016 or 2015 . In 2017, 2016, and 2015, the Company sold no operating properties classified as held for sale. Accordingly, there was no gain or loss on disposal of properties recognized. Gain on disposals of property and equipment recognized in the income statements for those years pertain to revenue equipment. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amounts of goodwill were as follows: December 31, 2017 2016 (In thousands) Goodwill at beginning of period $ 47,031 $ 47,050 Amortization relating to deferred tax assets (10 ) (19 ) Goodwill related to 2017 Merger 2,840,846 — Goodwill at end of period $ 2,887,867 $ 47,031 The following presents the components of goodwill by segment as of December 31, 2017 and 2016 : December 31, 2017 2016 Net Carrying Amount (1) Net Carrying Amount (1) (In thousands) Swift – Truckload $ 1,150,012 $ — Swift – Dedicated 779,335 — Swift – Refrigerated 650,613 — Swift – Intermodal 175,594 — Swift – Non-reportable 85,292 — Knight – Trucking 47,021 47,031 Goodwill $ 2,887,867 $ 47,031 ____________ (1) Except for the net accumulated amortization related to deferred tax assets in the Knight Trucking segment, the net carrying amount and gross carrying amount are equal since there are no accumulated impairment losses. There were no impairments identified during annual goodwill impairment testing in 2017 , 2016 , or 2015 . Intangible asset balances were as follows: December 31, 2017 2016 (In thousands) Customer relationships and non-compete: Gross carrying value $ 820,200 $ 3,700 Accumulated amortization (14,497 ) (1,125 ) Customer relationships and non-compete, net 805,703 2,575 Trade name: Gross carrying value 635,200 — Intangible assets, net $ 1,440,903 $ 2,575 The following table presents amortization of intangible assets related to the 2017 Merger and intangible assets existing prior to the 2017 Merger: 2017 2016 2015 (In thousands) Amortization of intangible assets related to the 2017 Merger $ 12,872 $ — $ — Amortization of intangible assets existing prior to the 2017 Merger 500 500 500 Amortization of intangibles $ 13,372 $ 500 $ 500 Identifiable intangible assets subject to amortization have been recorded at fair value. Intangible assets related to acquisitions prior to 2017 are amortized over a weighted-average amortization period of 7.6 years . The Company's customer relationship intangible assets related to the 2017 Merger are being amortized over a weighted average amortization period of 19.9 years . As of December 31, 2017 , management anticipates that the composition and amount of amortization associated with intangible assets will be $41.9 million in each of 2018 and 2019, $41.8 million in each of 2020 and 2021, and $41.7 million in 2022. 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. See Note 2 for accounting policies regarding goodwill and other intangible assets. |
Accrued Payroll and Purchased T
Accrued Payroll and Purchased Transportation and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Payroll and Purchased Transportation and Accrued Liabilities The following table presents the composition of accrued payroll and purchased transportation: December 31, 2017 2016 (In thousands) Accrued payroll (1) $ 58,438 $ 7,877 Accrued purchased transportation 48,579 17,140 Accrued payroll and purchased transportation $ 107,017 $ 25,017 ____________ (1) Accrued payroll includes accruals related to the various 401(k) plans the Company offers to its employees. In order to qualify for these plans, employees must meet the minimum age requirement ( 18 – 21 years) and have completed six months of service with the Company. Employees' rights to employer contributions are fully vested after five years from their date of employment. The plans offer either mandatory matching contributions, capped at $1,600 annually per employee, or discretionary matching contributions, capped at 3% of an employee's compensation. The Company's employee benefits expense for matching contributions related to the 401(k) plans was approximately $3.9 million , $1.2 million , and $0.8 million in 2017, 2016, and 2015, respectively. This expense was included in "Salaries, wages, and benefits" in the consolidated income statements. As of December 31, 2017 and 2016 , the balance included $6.8 million and $0.1 million , respectively, in respect to matching contributions for the 401(k) plans. The following table presents the composition of accrued liabilities: December 31, 2017 2016 (In thousands) Accrued legal (1) 121,453 3,006 Other 64,623 13,716 Accrued liabilities $ 186,076 $ 16,722 ____________ (1) See Note 19 for further details regarding the Company's legal accruals. |
Claims Accruals
Claims Accruals | 12 Months Ended |
Dec. 31, 2017 | |
Liability for Claims and Claims Adjustment Expense [Abstract] | |
Claims Accruals | Claims Accruals Claims accruals represent 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, auto and collision liability, physical damage, independent contractor claims, and cargo damage involves self-insurance with varying risk retention levels. Claims accruals were comprised of the following: December 31, 2017 2016 (In thousands) Auto reserves $ 204,400 $ 21,474 Workers’ compensation reserves 126,563 7,935 Independent contractor claims reserves 15,236 — Cargo damage reserves 4,047 — Employee medical reserves 3,183 2,514 Claims accruals 353,429 31,923 Less: current portion of claims accruals (147,285 ) (18,633 ) Claims accruals, less current portion $ 206,144 $ 13,290 See Note 2 for accounting policy regarding the Company's claims accruals. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents the Company's income tax expense: 2017 2016 2015 (In thousands) Current expense: Federal $ 4,868 $ 43,638 $ 41,549 State 8,337 8,500 4,966 Foreign 133 — — 13,338 52,138 46,515 Deferred (benefit) expense: Federal (323,326 ) 6,789 19,666 State 17,731 (1,335 ) 1,866 Foreign 541 — — (305,054 ) 5,454 21,532 Income tax (benefit) expense $ (291,716 ) $ 57,592 $ 68,047 Rate Reconciliation — 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: 2017 2016 2015 (In thousands) Computed "expected" tax expense $ 67,798 $ 53,490 $ 65,277 Increase (decrease) in income taxes resulting from: State income taxes, net of federal income tax benefit 4,871 4,657 4,441 Statutory rate change effect on deferred taxes (367,000 ) — — Other 2,615 (555 ) (1,671 ) Income tax (benefit) expense $ (291,716 ) $ 57,592 $ 68,047 Deferred Income Taxes — The components of the net deferred tax asset (liability) included in "Deferred income taxes" in the consolidated balance sheets were: December 31, 2017 2016 (In thousands) Deferred tax assets: Claims accrual $ 70,564 $ 11,355 Allowance for doubtful accounts 5,117 1,133 Amortization of stock options 4,717 3,101 Accrued liabilities 37,654 1,388 Vacation accrual 3,585 — Other 7,227 2,345 Total deferred tax assets 128,864 19,322 Valuation allowance — — Total deferred tax assets, net 128,864 19,322 Deferred tax liabilities: Property and equipment, principally due to differences in depreciation (429,917 ) (192,363 ) Prepaid taxes, licenses, and permits deducted for tax purposes (10,217 ) (2,737 ) Intangible assets (365,564 ) — Other (2,243 ) (2,222 ) Deferred tax liabilities (807,941 ) (197,322 ) Deferred income taxes $ (679,077 ) $ (178,000 ) Valuation Allowance — As of December 31, 2017 , the Company had a federal net operating loss carryforward with estimated tax effects of $0.2 million . The federal net operating loss will expire at various times between 2030 and 2032 . As of December 31, 2017, the Company had state income tax credit carryforwards for which a deferred tax asset was recorded in the amount of $1.8 million and expires in the year 2021. 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 like ly 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 — As of December 31, 2017, foreign withholding taxes have not been provided on approximately $58.7 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 withholding 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, 2017 would favorably impact the Company's effective tax rate if subsequently recognized. See Note 2 for accounting policy related to the Company's income taxes. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2017, 2016 and 2015 is as follows: 2017 2016 2015 (In thousands) Unrecognized tax benefits at beginning of year $ 729 $ — $ — Increases for tax positions taken prior to beginning of year 5,432 729 — Increases for tax positions taken in the current year 935 — — Unrecognized tax benefits at end of year $ 7,096 $ 729 $ — Increases for tax positions include the impact from tax positions acquired through the 2017 Merger of $6.1 million . The Company believes it is reasonably possible that a decrease of up to $0.7 million in unrecognized tax benefits related to federal tax credit claims for refunds may be necessary within the coming year due to settlement of the claims with the relevant taxing authority. Interest and Penalties — Accrued interest and penalties as of December 31, 2017 were approximately $0.3 million . The Company had no interest and penalties accrued as of December 31, 2016 or 2015. Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2011 to 2016 . 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 2012 remain subject to examination. Regulatory Developments — On December 22, 2017, the United States enacted significant changes to US tax law following the passage and signing of H.R.1, "An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018" (previously known as "The Tax Cuts and Jobs Act" and hereafter "the Act"). The new tax law is complex and includes various changes which may impact the Company. Management estimates that the Act will have a net beneficial impact of $364.2 million , discussed below. • The Company is subject to the provisions of ASC 740-10, Income Taxes , which requires that the effect on deferred tax assets and liabilities as a result of a change in statutory tax rate be recognized in the period in which the tax rate change was enacted. The Company currently expects the enacted reduction in the US corporate income tax rate, to result in a one-time, non-cash decrease to income tax expense of $367.0 million in 2017. • The Act requires a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits ("E&P"). A proportional deduction on the deemed repatriation will result in a repatriation transition tax of 15.5% for cash and liquid assets and 8.0% for non-liquid assets. The tax will be assessed regardless of whether or not the Company has cash in its foreign subsidiaries and regardless of whether the Company brings back the earnings. The tax is determined based on the greater of E&P as of two measurement dates (November 2, 2017 or December 31, 2017). The amount of cash and liquid assets is determined based on the greater of the amounts calculated using the two alternative measurement periods. The estimated Transition Tax for 2017 is $2.8 million . Due to the complexities involved in accounting for the enactment of the Act, SEC Staff Accounting Bulletin ("SAB") 118 allows taxpayers to provide a provisional estimate of the impacts of the Act on the income tax provision for 2017. The accounting for the statutory rate change and Transition Tax described above is estimated using provisional amounts and is not yet complete. We will continue to assess our provision for income taxes as future guidance is issued but do not currently anticipate significant revisions will be necessary. Any such revisions will be treated in accordance with the measurement period guidance outline in SAB No. 118. |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 12 Months Ended |
Dec. 31, 2017 | |
Transfers and Servicing of Financial Assets [Abstract] | |
Accounts Receivable Securitization | Accounts Receivable Securitization On December 10, 2015, Swift Receivables Company II, LLC ("SRCII") , a wholly-owned subsidiary of Swift, entered into the Third Amendment to Amended and Restated Receivables Sale Agreement ("2015 RSA"), with unrelated financial entities ("The Purchasers"), which further amends the Second Amended and Restated Receivables Sale Agreement. 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 860, Transfers and Servicing . As such, outstanding amounts are classified as liabilities in the Company's consolidated balance sheets. Refer to Note 23 for information regarding the fair value of the 2015 RSA. The following table summarizes the key attributes of the current securitization program: 2015 RSA (Dollars in thousands) Effective December 2015 Borrowing capacity (1) $400,000 Final maturity date January 10, 2019 Unused commitment fee rate 35 basis points Program fees on outstanding balances one-month LIBOR + 90 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. As of December 31, 2017 , interest accrued on the aggregate principal balance at a rate of 2.1% . Program fees and unused commitment fees are recorded in "Interest expense" in the consolidated income statements. The Company incurred program fees of $2.2 million during December 31, 2017 . The 2015 RSA is subject to customary fees and contains various customary affirmative and negative covenants, representations and warranties, and default and termination provisions. The Company was in compliance with these covenants as of December 31, 2017. 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, 2017 | |
Debt Disclosure [Abstract] | |
Debt And Financing | Debt and Financing Other than the Company's accounts receivable securitization as discussed in Note 15 and its outstanding capital lease obligations as discussed in Note 17 , the Company's long-term debt consisted of the following: December 31, 2017 2016 (In thousands) Term Loan, due October 2020, net of $645 deferred loan costs (1) $ 364,355 $ — Other long-term debt, including current portion 446 — Total long-term debt, including current portion 364,801 — Less: current portion of long-term debt (30 ) — Long-term debt, less current portion $ 364,771 $ — December 31, 2017 2016 (In thousands) Total long-term debt, including current portion $ 364,801 $ — Knight Revolver, due August 2019 (1) (2) — 18,000 Revolver, due October 2022 (1) (3) 125,000 — Long-term debt, including revolving line of credit $ 489,801 $ 18,000 ____________ (1) Refer to Note 23 for information regarding the fair value of debt. (2) Knight also had outstanding letters of credit under the Knight Revolver of $31.3 million at December 31, 2016 , issued to various regulatory authorities and insurance carriers in connection with Knight's self-insurance programs. (3) The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $122.3 million at December 31, 2017 . Credit Agreements 2017 Debt Agreement — On September 29, 2017 , Knight-Swift entered into the $1.2 billion 2017 Debt Agreement (which is an unsecured credit facility), with a group of banks, replacing Swift's previous secured 2015 Debt Agreement, and Knight's unsecured 2013 Debt Agreement. The 2017 Debt Agreement includes an $800.0 million Revolver maturing October 2022 , $85.0 million of which was drawn at closing, and a $400.0 million Term Loan maturing October 2020 . There are no scheduled principal payments on the Term Loan until its maturity. The 2015 Debt Agreement included a $600.0 million revolving line of credit maturing July 2020 ( $35.0 million outstanding as of the closing of the 2017 Debt Agreement) and a $680.0 million Term Loan A ( $450.0 million face value outstanding as of closing). Additionally, prior to the 2017 Merger, the 2013 Debt Agreement included a $300.0 million Knight Revolver maturing August 2019 , with no balance outstanding as of the closing of the 2017 Debt Agreement. Upon closing of the 2017 Debt Agreement, proceeds from the $400.0 million Term Loan, $85.0 million drawn from the Revolver, and $3.4 million cash on hand were used to pay off the then-outstanding balances and accrued interest and fees under the 2015 Debt Agreement, as well as certain transaction fees and expenses associated with the 2017 Debt Agreement. Under the 2017 Debt Agreement, the interest rate on the Revolver and the Term Loan is subject to a leverage-based pricing grid and equaled the LIBOR rate plus 1.125% at closing, which is 0.375% lower than the rate applicable under the Swift 2015 Debt Agreement and 0.50% higher than the rate applicable under the 2013 Debt Agreement as of the closing of the 2017 Debt Agreement. The following table presents the key terms of the 2017 Debt Agreement: Term Loan Revolver (2) 2017 Debt Agreement Terms: (Dollars in thousands) Maximum borrowing capacity $400,000 $800,000 Final maturity date October 2, 2020 October 3, 2022 Interest rate base LIBOR LIBOR Interest rate minimum margin (1) 0.88% 0.88% Interest rate maximum margin (1) 1.50% 1.50% Minimum principal payment — amount $— $— Minimum principal payment — frequency Once Once Minimum principal payment — commencement date October 2, October 3, ____________ (1) The interest rate margin for the Term Loan and Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2017 , interest accrued at 2.694% on the Term Loan and 2.687% on the Revolver. (2) The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.07% to 0.20% . As of December 31, 2017 , commitment fees on the unused portion of the Revolver accrued at 0.125% and outstanding letter of credit fees accrued at 1.125% . Pursuant to the 2017 Debt Agreement, the Revolver and the Term Loan contain certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2017 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases and equipment financing. In addition to the financial covenants, the 2017 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2017 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2017 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which would be restricted only if a default or event of default had occurred and was continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of December 31, 2017, the Company was in compliance with the debt covenants that the 2017 Debt Agreement was subject to. Borrowings under the 2017 Debt Agreement are guaranteed by Knight-Swift Transportation Holdings Inc., Swift Transportation Company, Interstate Equipment Leasing, LLC, Knight Transportation, Inc. and the Company's domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary). Knight Revolver — Prior to the closing of the 2017 Debt Agreement, the 2013 Debt Agreement included the $300.0 million Knight Revolver, which permitted revolving borrowings and letters of credit. The scheduled maturity of the Knight Revolver was August 1, 2019 , which was accelerated to December 31, 2017 in connection with the closing of the 2017 Merger. Knight incurred interest on borrowings under the Knight Revolver at either the prime rate or LIBOR plus 0.625% , determined by Knight at the time of borrowing. There were no outstanding borrowings under the Knight Revolver as of December 31, 2017 as a result of its cancellation pursuant to the 2017 Debt Agreement, compared to $18.0 million as of December 31, 2016 , recorded within the "Revolving line of credit" of the Company's consolidated balance sheets . Excluding commitment fees incurred for the unused portion of the Knight Revolver, the weighted average variable annual percentage rate for 2017 and 2016 was 1.40% , and 1.32% , respectively. The Knight Revolver was subject to commitment fees for any unused portion at a rate of 0.8% . See Note 23 for fair value disclosures regarding the Company's debt instruments. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
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 "Capital lease obligations – current portion" and "Capital lease obligations, less current portion" in the consolidated balance sheets. As of December 31, 2017 , the leases were collateralized by revenue equipment with a cost of $173.7 million and accumulated amortization of $9.4 million . Knight had no capital leases as of December 31, 2016 and 2015 , therefore no revenue equipment was held as collateral during those periods. 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) — Operating leases generally include tractors, trailers, chassis, and facilities. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time. The tractor lease agreements generally stipulate maximum miles and provide for mileage penalties for excess miles. These leases generally run for a period of three to five years for tractors and five to seven years for trailers. Operating and Capital Leases (as Lessee) — As of December 31, 2017 , annual future minimum lease payments for all noncancelable leases were: Operating Capital (In thousands) 2018 $ 180,777 $ 53,425 2019 122,950 59,618 2020 76,582 15,146 2021 40,547 30,846 2022 22,487 18,529 Thereafter 36,957 10,919 Future minimum lease payments $ 480,300 $ 188,483 Less: amounts representing interest (12,379 ) Present value of minimum lease payments 176,104 Less: current portion (48,972 ) Capital lease obligations, less current portion $ 127,132 Operating Leases (as Lessor) — The Company's wholly-owned financing subsidiaries lease revenue equipment to the Company's independent contractors under operating leases. Annual future minimum lease payments receivable under operating leases for the periods noted below were: (In thousands) 2018 $ 75,130 2019 40,573 2020 21,914 2021 7,504 2022 239 Thereafter — Future minimum lease payments receivable $ 145,360 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 independent-contractors default on their leases, the Company typically re-leases the equipment to other independent-contractors. As such, future minimum lease payments reflect original leases and re-leases. |
Purchase Commitments
Purchase Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | Purchase Commitments As of December 31, 2017 , the Company had outstanding commitments to acquire revenue equipment in 2018 of $229.6 million ( $195.4 million of which were tractor commitments) and none thereafter. These purchases may be financed through any combination of operating leases, capital leases, debt, proceeds from sales of existing equipment, and cash flows from operations. As of December 31, 2017 , the Company had outstanding purchase commitments to acquire facilities and non-revenue equipment in 2018 of $6.0 million and none thereafter. 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, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Legal Proceedings | Contingencies and Legal Proceedings Accounting Policy 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, physical damage, and cargo damage, as well as certain class action litigation in which plaintiffs allege failure to provide meal and rest breaks, unpaid wages, unauthorized deductions, and other items. The Company accrues for the uninsured portion of claims losses and the gross amount of other losses when the likelihood of the loss is probable and the amount of the loss is reasonably estimable. These accruals are based on management's best estimate within a possible range of loss. When there is no amount within the range of loss that appears to be a better estimate than any other amount, then management accrues to the low end of the range. Legal fees are expensed as incurred. When it is reasonably possible that exposure exists in excess of the related accrual (which could be no accrual), management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined (because, among other reasons, (1) the proceedings are in various stages that do not allow for assessment; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of pending appeals; and/or (5) there are significant factual issues to be resolved). If the likelihood of a loss is remote, the Company does not accrue for the loss. However, if the likelihood of a loss is remote, but it is at least reasonably possible that one or more future confirming events may materially change management's estimate within twelve months from the date of the financial statements, management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined. Legal Proceedings Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with the Company's pending legal matters. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. The Company has made accruals with respect to its legal matters where appropriate, which are reflected in the consolidated financial statements. The Company has recorded an aggregate accrual of approximately $121.5 million relating to the Company's outstanding legal proceedings as of December 31, 2017. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period. EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS Washington Overtime Class Actions The plaintiffs allege one or more of the following, pertaining to Washington state-based driving associates: that Swift 1) failed to pay minimum wage; 2) failed to pay overtime; 3) failed to pay all wages due at established pay periods; 4) failed to provide proper meal and rest periods; 5) failed to provide accurate wage statements; and 6) unlawfully deducted from employee wages. The plaintiffs seek unpaid wages, exemplary damages, interest, other costs, and attorneys’ fees. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Troy Slack (1) Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation September 9, 2011 United States District Court for the Western District of Washington Recent Developments and Current Status On August 29, 2017, the parties in the Slack case reached a settlement. The parties are currently disputing the scope of the settlement release. The likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. ___________ (1) Individually and on behalf of all others similarly situated. INDEPENDENT CONTRACTOR MATTERS Ninth Circuit Independent Contractors Misclassification Class Action The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood (1) Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew December 22, 2009 Unites States District Court of Arizona and Ninth Circuit Court of Appeals Recent Developments and Current Status In January 2017, the district court issued an order finding that the plaintiffs had signed contracts of employment and thus the case could properly proceed in court, instead of arbitration. Swift has appealed this decision to the Ninth Circuit and the parties have discussed settlement. Based on the above, the likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. Utah Collective and Individual Arbitration The plaintiffs allege that the Central Parties (defined below) misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Gabriel Ciluffo, Kevin Shire, and Bryan Ratterree (1) Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes (the "Central Parties"), as well as Swift Transportation Company June 1, 2012 American Arbitration Association Recent Developments and Current Status In October 2016, the arbitrator ruled that approximately 1,300 Central Refrigerated Service, Inc. drivers should have been classified as employees, not independent contractors. The arbitrator ruled that damages could ultimately be assessed in a collective proceeding and denied Swift's motion to decertify the collective proceeding. On April 14, 2017, the parties reached a settlement of the matter. The parties are currently pursuing court approval of that settlement. The likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. ___________ (1) Individually and on behalf of all others similarly situated. Self Insurance The Company is insured against auto liability ("AL") claims under a primary self-insured retention ("SIR") policy. Knight's AL claims have SIRs ranging from $1.0 million to $3.0 million per occurrence and in some years, depending on the applicable policy year, Knight has been responsible for aggregate losses up to $1.5 million within the primary AL layer. For the policy period March 1, 2017 to March 1, 2018, Knight's SIR is $1.0 million , subject to an annual aggregate limit. For the policy period March 1, 2016 to March 1, 2017, Knight's SIR was $2.5 million with no additional aggregate limits or deductibles within the primary AL policy. The Company secured excess liability coverage up to $130.0 million per occurrence for the Knight policy periods March 1, 2017 to March 1, 2018, and March 1, 2016 to March 1, 2017. Knight also carries a $2.5 million aggregate deductible for any loss or losses within the excess coverage layer. Swift AL claims have $250.0 million of coverage per occurrence ( $350.0 million aggregated limits through October 31, 2016), subject to a $10.0 million SIR per-occurrence. The Company is self-insured for workers' compensation coverage. In the first quarter of 2016, the Knight self-retention level was increased from a maximum of $0.5 million per occurrence to a maximum $1.0 million per occurrence. Swift maintains statutory coverage limits, subject to a $5.0 million SIR for each accident or disease. Additionally, through Knight, the Company also maintains primary and excess coverage for employee medical expenses and hospitalization, with self-insured retention of $0.2 million per claimant in 2017 and 2016. Since January 1, 2015, Swift was fully insured on its medical benefits, subject to contributed premiums. |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Programs In 2011, Knight's board of directors unanimously authorized the repurchase of up to 10.0 million shares of Knight common stock (the "Knight Repurchase Plan"). There were 1.6 million share repurchases under the Knight Repurchase Plan in each of 2016 and 2015. There were no repurchases in 2017. In connection with the 2017 Merger, the Knight Repurchase Plan was terminated. In February 2016, Swift's board of directors authorized the repurchase of up to $150.0 million of Swift Class A common stock (the "Swift Repurchase Plan"). Following the 2017 Merger, the Swift Repurchase Plan remained in effect. As of December 31, 2017, approximately $62.9 million remained available under the Swift Repurchase Plan to repurchase shares of the Company's Class A common stock. The Company did not repurchase any shares of its Class A common stock under the Swift Repurchase Plan from September 9, 2017 through December 31, 2017. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation | Stock-based Compensation 2017 Merger Impact — Refer to Note 4 for a summary of the 2017 Merger transaction. Accounting Perspective — Pursuant to the Merger Agreement, the following stock transactions occurred on September 8, 2017 (the "Merger Date"): (1) each outstanding Swift stock option fully vested as a result of the 2017 Merger, was converted into a stock option to acquire the Company's shares using a 0.72-for-one share consolidation ratio and adjusting the exercise price using the same consolidation ratio; (2) each outstanding unvested Swift restricted stock award fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one share consolidation ratio; (3) each outstanding unvested Swift restricted stock unit (except for the awards granted in May 2017 that excluded acceleration of vesting related to mergers within the award notices) fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one share consolidation ratio; and (4) each outstanding unvested Swift performance share unit (except for one director) fully vested as a result of the 2017 Merger, and was converted into the Company's Class A common stock, using the 0.72-for-one consolidation ratio. Except for the conversion of stock options, unvested restricted stock awards, unvested restricted stock units, and unvested performance units discussed herein, the material terms of the awards remained unchanged. Prior to the closing of the 2017 Merger, Swift had various unvested equity awards outstanding, of which the vesting was accelerated as of the Merger Date (with the exceptions noted above). In accordance with authoritative guidance on accounting for stock-based compensation, the Company revalued the awards upon the 2017 Merger closing and allocated the revised fair value between purchase consideration and continuing compensation expense, based on the ratio of service performed through the Merger Date over the total service period of the awards. The total value of Swift awards earned as of the Merger Date included as purchase consideration was $13.1 million . The revised fair value allocated to post-merger services resulted in incremental expense, which is recognized over the remaining service period of the awards. The total value of Swift awards not earned as of the Merger Date was $6.3 million , which is being expensed over the remaining future vesting period. Of this amount, $1.0 million was recorded within "Salaries, wages, and benefits" in the 2017 consolidated income statements. Refer to Note 4 to the consolidated financial statements for further information regarding the 2017 Merger. Legal Perspective — Pursuant to the Merger Agreement, the following stock transactions occurred on the Merger Date: (1) each outstanding vested and unvested Knight stock option was assumed by the Company and automatically converted into a stock option to acquire an equal number of Company shares; (2) each outstanding vested and unvested Knight restricted stock unit was assumed by the Company and automatically converted into a restricted stock unit award of the Company; and (3) each outstanding vested and unvested Knight performance unit was assumed by the Company and automatically converted into a performance unit award of the Company. Except for the conversion of stock options, restricted stock awards, restricted stock unit awards, and performance unit awards discussed herein, the material terms of the awards remained unchanged. Certain of the Knight performance unit awards vested upon the consummation of the 2017 Merger, as described below. Compensatory Stock Plans Before the 2017 Merger, Knight and Swift granted stock-based awards under their respective stock-based compensation plans, discussed below. 2014 Stock Plan — Currently, the 2014 Stock Plan, as amended and restated, is the combined company’s only compensatory stock-based incentive plan. The previous 2014 stock plan replaced Swift's 2007 Omnibus Incentive Plan when it was adopted by Swift's board of directors in March 2014 and then approved by the Swift stockholders in May 2014. The previous 2014 stock plan was amended and restated to rename the plan and for other administrative changes relating to the 2017 Merger. The terms of the 2014 Stock Plan, as amended and restated, remain substantially the same as the previous 2014 stock plan. The 2014 Stock Plan, as amended and restated, permits the payment of cash incentive compensation and authorizes the granting of stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance units, cash-based awards, and stock-based awards to the Company's employees and non-employee directors. As of December 31, 2017 , the aggregate number of shares remaining available under the 2014 Stock Plan was approximately 2.9 million . Legacy Plans — In connection with the 2017 Merger, the registered securities under the Knight Amended and Restated 2003 Stock Option Plan, the Knight 2012 Equity Compensation Plan, the Knight Amended and Restated 2015 Omnibus Incentive Plan, and the Swift 2007 Omnibus Incentive Plan (collectively, the "Legacy Plans") were deregistered. As such, no future awards may be granted under these Legacy Plans. Outstanding awards granted under the Legacy Plans were assumed by the combined company and continue to be governed by such Legacy Plans until such awards have been exercised, forfeited, canceled, or have otherwise expired or terminated. See Note 2 regarding the Company's accounting policy for stock-based compensation. Stock-based Compensation Expense Stock-based compensation expense, net of forfeitures, which is included in "Salaries, wages, and benefits" in the consolidated income statements is comprised of the following: 2017 2016 2015 (In thousands) Stock options $ 1,788 $ 1,734 $ 1,061 Restricted stock units and restricted stock awards 4,004 1,506 4,038 Performance units 450 801 1,913 Stock-based compensation expense – equity awards $ 6,242 $ 4,041 $ 7,012 Stock-based compensation expense – liability awards (1) 148 — — Total stock-based compensation expense, net of forfeitures 6,390 4,041 7,012 Income tax benefit $ 2,415 $ 1,515 $ 2,630 ____________ (1) Includes awards granted to executive management in November 2017 that ultimately settle in cash upon fulfilling a requisite service period (for restricted stock units) and fulfilling a requisite service period and achieving performance targets (for performance units). Unrecognized Stock-based Compensation Expense 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, 2017 Expense Weighted Average Period (In thousands) (In years) Equity awards – Stock options $ 3,878 1.8 Equity awards – Restricted stock units and restricted stock awards 19,156 2.3 Equity awards – Performance units 1,303 3.1 Liability awards – Restricted stock units and performance units 3,169 2.7 Total unrecognized stock-based compensation expense $ 27,506 2.3 Stock Award Grants 2017 2016 2015 Stock options 497,421 569,480 590,141 Restricted stock units and restricted stock awards 266,958 17,000 13,950 Performance units 44,244 177,741 165,720 Equity awards granted 808,623 764,221 769,811 Liability awards granted (1) 77,620 — — Total stock awards granted 886,243 764,221 769,811 ____________ (1) Includes 46,572 performance units and 31,048 restricted stock units. Stock Options Stock options are the contingent right of award holders to purchase shares of the Company's Class A common stock at a stated price for a limited time. The exercise price of options granted equals the fair value of the Company's Class A common stock determined by the closing price of the Company's Class A common stock quoted on the NYSE on the grant date. Most stock options granted by the Company cannot be exercised until at least one year after the grant date and have a five to ten -year contractual term. Stock options are forfeited upon termination of employment for reasons other than death, disability, or retirement. A summary of 2017 stock option activity follows: Stock options outstanding: Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (In years) (In thousands) Stock options outstanding at December 31, 2016 1,737,400 $ 23.19 2.9 $ 17,200 Granted 497,421 33.35 Assumed Swift stock options from 2017 Merger 528,466 21.93 Exercised (589,020 ) 21.44 Expired (24,552 ) 24.44 Forfeited (190,424 ) 27.96 Stock options outstanding at December 31, 2017 1,959,291 $ 25.48 3.2 $ 35,779 Aggregate number of stock options expected to vest at a future date as of December 31, 2017 969,965 29.00 3.5 $ 14,283 Exercisable at December 31, 2017 918,594 $ 21.29 2.8 $ 20,428 ____________ (1) The aggregate intrinsic value was computed using the closing share price on December 29, 2017 of $43.72 and on December 30, 2016 of $32.83 , as applicable. The fair value of each stock option grant is estimated on the grant date using the Black-Scholes option-valuation model. The following table presents the weighted average assumptions used in the fair value computation: Stock option fair value assumptions: 2017 2016 2015 Dividend yield (1) 0.72% 0.99% 0.8% Risk-free rate of return (2) 1.49% 0.90% 0.98% Expected volatility (3) 27.95% 27.91% 25.88% Expected term (in years) (4) 3.2 2.7 2.7 Weighted average fair value of stock options granted $6.78 $4.28 $5.00 ____________ (1) The dividend yield assumption is based on Knight's historical experience and anticipated future dividend payouts. (2) The risk-free interest rate assumption is based on the United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the stock option award. (3) Expected volatility of the Company's Class A common stock is determined based on Knight's historical data. (4) The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and was determined based on an analysis of historical exercise behavior. The following table summarizes stock option exercise information for the years presented: Stock option exercises 2017 2016 2015 (In thousands, except share data) Number of stock options exercised 589,020 708,244 594,673 Intrinsic value of stock options exercised $ 8,792 $ 7,100 $ 8,300 Cash received upon exercise of stock options $ 13,159 $ 13,188 $ 9,930 Income tax benefit $ 1,833 $ 1,847 $ 3,175 The following table is a rollforward of the Company's unvested stock options: Unvested stock options: Shares Weighted Average Fair Value Unvested stock options at December 31, 2016 1,131,773 $ 4.39 Granted 497,421 6.78 Vested (398,073 ) 4.18 Forfeited (190,424 ) 5.10 Unvested stock options at December 31, 2017 1,040,697 $ 5.49 The total fair value of the shares vested during the years ended December 31, 2017 , 2016 , and 2015 was $1.7 million , $1.4 million , and $0.8 million , respectively. Restricted Stock Units A restricted stock unit represents a right to receive a common share of stock when the unit vests. Restricted stock unit recipients do not have voting rights with respect to the shares underlying unvested awards. Employees forfeit their units if their employment terminates before the vesting date. The following table is a rollforward of unvested restricted stock units, including restricted stock units classified as equity and those classified as liabilities: Unvested restricted stock units: Number of Awards Weighted Average Fair Value (1) Unvested restricted stock units at December 31, 2016 686,786 $ 16.46 Granted 298,006 36.44 Assumed Swift restricted stock units from 2017 Merger 168,488 40.85 Vested (126,871 ) 16.77 Forfeited (46,692 ) 23.59 Unvested restricted stock units at December 31, 2017 979,717 $ 26.59 ____________ (1) The fair value of each restricted stock unit is based on the closing market price on the grant date, except for the Swift restricted stock unit awards assumed, which were re-measured at the Merger Date. Performance Units The Company issues performance units to selected key employees, that may be earned based on achieving performance targets approved by the compensation committee annually. The initial award is subject to an adjustment determined by the Company's performance achieved over a three-year performance period when compared to the objective performance standards adopted by the compensation committee. Furthermore, the performance units have additional service requirements subsequent to the achievement of the performance targets. Performance units do not earn dividend equivalents. Performance units granted prior to the 2017 Merger were accelerated on September 8, 2017, the 2017 Merger date, pursuant to the terms of the award agreements. On the 2017 Merger date, awards granted in 2014, 2015, and 2016 were accelerated, but only the performance measurement period for the 2014 award was complete allowing for the final award to be expensed and paid out. The performance period for the 2015 and 2016 awards ended December 31, 2017. The performance criteria were not met based on the performance period results ended December 31, 2017, therefore, no expense was recorded, and no payout was made related to the 2015 or 2016 awards. Beginning in 2013, Swift granted performance units to certain members of executive management. These awards provided 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 Swift's compensation committee. The following table is a rollforward of unvested performance units, including performance units classified as equity and those classified as liabilities: Unvested performance units: Shares Weighted Average Fair Value Unvested performance units at December 31, 2016 508,478 $ 25.60 Granted (1) 90,816 $ 40.81 Assumed Swift performance units from 2017 Merger 56,817 $ 40.85 Shares earned above target 21,117 $ 23.85 Vested (519,483 ) $ 25.53 Forfeited (10,112 ) $ 25.40 Unvested performance units at December 31, 2017 147,633 $ 35.34 ____________ (1) The performance measurement period for performance units granted in 2017 is January 1, 2018 to December 31, 2020 (three full calendar years). These awards will vest one month following the expiration of the performance measurement period. The following table presents the weighted average assumptions used in the fair value computation for performance units, including performance units classified as equity and those classified as liabilities: Performance unit fair value assumptions: 2017 2016 2015 Dividend yield (1) 0.59 % 0.99 % 0.80 % Expected volatility (2) 31.28 % 27.95 % 23.18 % Average peer volatility (2) 28.45 % 34.37 % 30.70 % Average peer correlation coefficient (3) 0.60 0.60 0.49 Risk-free interest rate (4) 1.88 % 0.89 % 0.78 % Expected term (in years) (5) 3.1 2.8 2.6 Weighted-average fair value of performance units granted $ 40.81 $ 23.89 $ 29.30 ____________ (1) The dividend yield, used to project stock price to the end of the performance period, is based on the Knight's historical experience and future expectation of dividend payouts. Total stockholder return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a 0% dividend yield. (2) Management (or peer company) estimated volatility using Knight's (or peer company's) historical share price performance over the remaining performance period as of the grant date. (3) The correlation coefficients are used to model the way in which each entity tends to move in relation to each other; the correlation assumptions were developed using the same stock price data as the volatility assumptions. (4) The risk-free interest rate assumption is based on United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the performance award. (5) Since the Monte Carlo Simulation valuation is an open form model that uses an expected life commensurate with the performance period, the expected life of the performance units was assumed to be the period from the grant date to the end of the performance period. Non-compensatory Stock Plan: ESPP In 2012, Swift's board of directors adopted, and its stockholders approved, the Swift Transportation Company 2012 ESPP (the "2012 ESPP"). The 2012 ESPP continues to be administered by the Company following the 2017 Merger, 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 1.4 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 Class A common stock through payroll deductions, not to exceed 15% of their gross cash compensation. The purchase price of the Class A common stock is 95% of the Class A 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 Class A common stock during an offering period, determined by the fair market value of the Class A common stock as of the first day of the offering period, and $25,000 of Class A common stock during a calendar year. Employees who own 5% or more of the total voting power or value of Class A common stock are restricted from participating in the 2012 ESPP. The 2012 ESPP was amended and restated in January 2018 to be a Knight-Swift plan, thus permitting Knight employees to participate in the plan in addition to Swift employees. The terms and definitions of the amended and restated 2012 ESPP remain substantially the same as the original 2012 ESPP. In 2017, the Company issued eight thousand shares under the 2012 ESPP at an average discounted price per share of $39.47 . As of December 31, 2017 , the Company is authorized to issue an additional 1.2 million shares under the 2012 ESPP. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 12 Months Ended |
Dec. 31, 2017 | |
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 attributable to Knight-Swift 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: December 31, 2017 2016 2015 (In thousands) Basic weighted average common shares outstanding 110,657 80,362 81,491 Dilutive effect of equity awards 1,040 866 976 Diluted weighted average common shares outstanding 111,697 81,228 82,467 Anti-dilutive shares excluded from diluted earnings per share (1) 98 886 388 ____________ (1) Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of Knight's common stock (for 2015 and 2016) and the Company's Class A common stock (for 2017). |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement ASC 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, 2017 and 2016 , 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: December 31, 2017 2016 Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Restricted investments (1) $ 22,232 $ 22,208 $ — $ — Money market funds (2) 1,427 1,427 1,385 1,385 Debt securities – municipal securities (2) 1,887 1,887 1,903 1,903 Financial Liabilities: Term Loan, due October 2020 (3) 364,355 365,000 — — 2015 RSA, due January 2019 305,000 305,000 — — Knight Revolver, due August 2019 — — 18,000 18,000 Revolver, due October 2022 125,000 125,000 — — ____________ 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) These instruments are trading securities and are included within "Other long-term assets, restricted cash and investments." (3) The Term Loan is included in "Current portion of long-term debt" and "Long-term debt, less current portion." The carrying value is net of $0.6 million deferred loan costs as of December 31, 2017 . The estimated fair values of the financial instruments shown in the above table as of December 31, 2017 and 2016 , 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, Money Market Funds, and Debt Securities — The estimated fair value of the Company's restricted investments is based on quoted prices in active markets that are readily and regularly obtainable. See Note 6 for additional investments disclosures. Term Loans — The estimated fair value of the Term Loan approximates the face value. See Note 16 for additional debt disclosures. Securitization of Accounts Receivable — The Company's securitization of accounts receivable consists of borrowings outstanding pursuant to the 2015 RSA as of December 31, 2017 and 2016 , as discussed in Note 15 . The estimated fair value of the 2015 RSA approximates the face value. Fair Value Hierarchy — ASC 820 establishes a framework for measuring fair value in accordance with GAAP and expands financial statement disclosure requirements for fair value measurements. ASC 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 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 — The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a recurring basis as of December 31, 2017 and 2016 : Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs (In thousands) As of December 31, 2017 Money market funds $ 1,427 $ 1,427 $ — $ — Debt securities – municipal securities 1,887 — 1,887 — As of December 31, 2016 Money market funds 1,385 1,385 — — Debt securities – municipal securities 1,903 — 1,903 — As of December 31, 2017 and 2016 , there were no major categories of liabilities included in the Company's consolidated balance sheets at estimated fair value that were measured on a recurring basis. Nonrecurring Fair Value Measurements — The following table presents assets measured at estimated fair value on a nonrecurring basis as of December 31, 2017 : Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses (In thousands) As of December 31, 2017 Software (1) $ — $ — $ — $ — $ (16,746 ) Equipment (2) 350 — — 350 (98 ) _____________ (1) The Company terminated the implementation of the Swift ERP system in 2017. This resulted in a pre-tax impairment loss of $16.7 million , which was recorded in "Impairments" within operating income in the consolidated income statement (within Swift's non-reportable segments). (2) Management reassessed the fair value of certain Interstate Equipment Leasing, LLC tractors as of December 31, 2017 , which had a total book value of $0.4 million , determining that there was a pre-tax impairment loss of $0.1 million in 2017. The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement (within Swift's non-reportable segments). As of December 31, 2016 there were no assets included in the Company's consolidated balance sheets at estimated fair value that were measured on a nonrecurring basis. As of December 31, 2017 and 2016 there were no liabilities included in the Company's consolidated balance sheets at estimated fair value that were measured on a nonrecurring basis. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties: 2017 2016 Provided by Knight-Swift Received by Knight-Swift Provided by Knight Received by Knight (In thousands) Freight Services: Central Freight Lines (1) $ 161 $ — $ — $ — SME Industries (1) 275 — — — Total $ 436 $ — $ — $ — Facility and Equipment Leases: Central Freight Lines (1) $ 245 $ 92 $ — $ — Other Services: Updike Distribution and Logistics (2) $ 2,771 $ — $ 1,433 $ — Other Affiliates (1) 48 604 — — Total $ 2,819 $ 604 $ 1,433 $ — ____________ (1) Entities affiliated with, Board member, Jerry Moyes include Central Freight Lines, SME Industries, and Compensi Services. Transactions with these entities that are controlled by and/or are otherwise affiliated with Jerry Moyes, include freight services, facility leases, equipment sales, and other services. • Freight Services Provided by Knight-Swift — The Company charges for freight services to each of these companies for transportation services. • Freight Services Received by Knight-Swift — Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees 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 conjunction with Swift's September 8, 2016 announcement that Jerry Moyes would retire from his position as Chief Executive Officer effective December 31, 2016, Swift entered into an agreement with Mr. Moyes to memorialize the terms of his retirement, which was assumed by Knight-Swift. Swift contracted with Mr. Moyes to serve as a non-employee consultant from January 1, 2017 through December 31, 2019 , during which time Swift will pay Mr. Moyes a monthly consulting fee of $0.2 million in cash. The following is a rollforward of the accrued liability for the consulting fees: (In thousands) Accrued consulting fees – Jerry Moyes, balance at September 9, 2017 (1a) $ 5,050 Additions to accrual — Less: payments (600 ) Accrued consulting fees – Jerry Moyes, balance at December 31, 2017 (1a) $ 4,450 ____________ (1a) The balance is included in "Long-term dividend payable and other long-term liabilities" (noncurrent) and "Accrued liabilities" (current) in the consolidated balance sheets, based on the timing of the expected payments. (2) Knight has an arrangement with Updike Distribution and Logistics, a company that is owned by the father and three brothers of Executive Vice President of Sales and Marketing, James Updike, Jr. The arrangement allows Updike Distribution and Logistics to purchase fuel from Knight's vendors at cost, plus an administrative fee. Knight had no related party transactions during 2015. Receivables and payables pertaining to related party transactions were: December 31, 2017 Receivable Payable (In thousands) Central Freight Lines $ 213 $ — SME Industries 79 — Total $ 292 $ — As of December 31, 2016, Knight had no receivable or payable pertaining to related party transactions. |
Information by Segment, Geograp
Information by Segment, Geography, and Customer Concentration | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Information by Segment, Geography, and Customer Concentration | Information by Segment, Geography, and Customer Concentration Segment Information Following the 2017 Merger, the Company continues to maintain Knight's and Swift's distinct brands in customer and driver-facing activities, while benefiting from the combined experience of its senior leadership. The Company's chief operating decision makers continue to assess performance based on Knight's and Swift's historical operating segments. As a result, the Company has six reportable segments, which are the historical reportable operating segments of Knight and Swift: Knight Trucking, Knight Logistics, Swift Truckload, Swift Dedicated, Swift Refrigerated, and Swift Intermodal, as well as the Swift non-reportable segments, discussed below. Knight Segments • Knight Trucking — The Knight Trucking segment is comprised of three operating segments (Dry Van, Refrigerated, and Drayage). • Knight Logistics — The Knight Logistics segment is comprised of two operating segments (Brokerage and Intermodal). The Company also provides logistics freight management and other non-trucking services through its Knight Logistics business. Swift Segments • Swift Truckload — The Swift Truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada. • Swift Dedicated — The Swift Dedicated segment devotes use of equipment to specific customers and offers tailored solutions under long-term contracts. • Swift Refrigerated — The Swift Refrigerated 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. • Swift Intermodal — The Swift Intermodal segment includes revenue generated by moving freight over the rail in Swift's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations. • Swift Non-reportable Segments — The Swift non-reportable segments include Swift's logistics and freight brokerage services, as well as support services that Swift's subsidiaries provide to customers and independent contractors, including repair and maintenance shop services, equipment leasing and insurance. Certain of Swift's legal settlements and accruals, amortization of intangibles related to the 2017 Merger, and certain other corporate expenses are also included in the non-reportable segments. Intersegment Eliminations Certain operating segments provide transportation and related services for other affiliates outside their reportable segment. For Knight operating segments, such services are billed at cost, and no profit is earned. For Swift operating segments, revenues for such services are based on negotiated rates, 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 Knight-Swift's consolidated results. The following tables present the Company's financial information by segment: 2017 2016 2015 Operating revenue: (Dollars in thousands) Knight – Trucking $ 906,484 37.4 % $ 900,368 80.5 % $ 952,098 80.5 % Knight – Logistics $ 234,155 9.7 % $ 226,912 20.3 % $ 249,365 21.1 % Swift – Truckload $ 609,112 25.1 % $ — — % $ — — % Swift – Dedicated $ 200,628 8.3 % $ — — % $ — — % Swift – Refrigerated $ 254,102 10.5 % $ — — % $ — — % Swift – Intermodal $ 130,441 5.4 % $ — — % $ — — % Subtotal $ 2,334,922 96.4 % $ 1,127,280 100.8 % $ 1,201,463 101.6 % Non-reportable segments $ 115,530 4.8 % $ — — % $ — — % Intersegment eliminations $ (24,999 ) (1.2 )% $ (9,246 ) (0.8 )% $ (18,499 ) (1.6 )% Total revenue $ 2,425,453 100.0 % $ 1,118,034 100.0 % $ 1,182,964 100.0 % 2017 2016 2015 Operating income (loss): (Dollars in thousands) Knight – Trucking $ 92,298 46.0 % $ 136,229 91.7 % $ 162,143 91.1 % Knight – Logistics $ 12,600 6.3 % $ 12,250 8.3 % $ 15,857 8.9 % Swift – Truckload $ 74,924 37.3 % $ — — % $ — — % Swift – Dedicated $ 22,410 11.2 % $ — — % $ — — % Swift – Refrigerated $ 13,626 6.8 % $ — — % $ — — % Swift – Intermodal $ 5,977 3.0 % $ — — % $ — — % Subtotal $ 221,835 110.6 % $ 148,479 100.0 % $ 178,000 100.0 % Non-reportable segments $ (21,205 ) (10.6 )% $ — — % $ — — % Operating income $ 200,630 100.0 % $ 148,479 100.0 % $ 178,000 100.0 % 2017 2016 2015 Depreciation and amortization of property and equipment: (Dollars in thousands) Knight – Trucking $ 111,536 57.6 % $ 111,242 96.2 % $ 106,491 96.4 % Knight – Logistics $ 5,089 2.6 % $ 4,418 3.8 % $ 4,032 3.6 % Swift – Truckload $ 32,258 16.7 % $ — — % $ — — % Swift – Dedicated $ 14,381 7.4 % $ — — % $ — — % Swift – Refrigerated $ 11,163 5.8 % $ — — % $ — — % Swift – Intermodal $ 3,231 1.7 % $ — — % $ — — % Subtotal $ 177,658 91.7 % $ 115,660 100.0 % $ 110,523 100.0 % Non-reportable segments $ 16,075 8.3 % $ — — % $ — — % Consolidated depreciation and amortization of property and equipment $ 193,733 100.0 % $ 115,660 100.0 % $ 110,523 100.0 % See Note 2 for discussion of the Company's accounting policy related to segments. Geographical Information In aggregate, operating revenue from the Company's foreign operations was less than 5.0% of consolidated total revenue for each of 2017, 2016 , and 2015 . 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, 2017 and 2016 . Customer Concentration Services provided to the Company's largest customer, Wal-Mart, generated 12.5% of total revenue in 2017 . Revenue generated by Wal-Mart is reported in the Knight Trucking, Swift Truckload, Swift Dedicated, Swift Refrigerated, and Intermodal operating segments. No other customer accounted for 10.0% or more of total revenue in 2017. No customer accounted for 10.0% or more of total revenue in 2016 or 2015. |
Quarterly Result Of Operations
Quarterly Result Of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 Total revenue $ 271,182 $ 273,243 $ 521,608 $ 1,359,420 Net income 15,106 18,259 4,199 447,861 Net income attributable to Knight-Swift 14,876 17,970 3,881 447,564 Basic earnings per share 0.19 0.22 0.04 2.52 Diluted earnings per share 0.18 0.22 0.04 2.50 2016 Total revenue $ 272,088 $ 276,318 $ 280,530 $ 289,098 Net income 23,470 25,214 24,083 22,472 Net income attributable to Knight-Swift 23,017 24,918 23,767 22,161 Basic earnings per share 0.29 0.31 0.30 0.28 Diluted earnings per share 0.28 0.31 0.29 0.27 |
Introduction and Basis of Pre34
Introduction and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | In management's opinion, these consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair presentation of the periods presented. |
Consolidation, Policy [Policy Text Block] | With respect to transactional/durational data, references to years, such as "2017", "2016", "2015", "2014", and "2013" pertain to calendar years. Similarly, references to quarters, such as "first", "second", "third", and "fourth" pertain to calendar quarters. Note regarding comparability — Based on the structure of the 2017 Merger, the historical financial statements of Knight are the historical financial statements of the combined company for all periods prior to the 2017 Merger. The Company's 2017 results of operations include the results of operations of Swift after September 8, 2017. Results for periods on and prior to September 8, 2017 reflect only those of Knight and do not include the results of operations of Swift. Accordingly, comparisons between the Company's 2017 results and prior periods may not be meaningful. Joint ventures — The financial activities of the following entities with which the Company has joint ventures are consolidated. The noncontrolling interest for these entities is presented as a separate component of the consolidated financial statements. • In 2014, Knight formed an Arizona limited liability company, now known as Kold Trans, LLC, for the purpose of expanding its refrigerated trucking business. Knight is entitled to 80.0% of the profits of the entity and has effective control over the management of the entity. • In 2010, Knight partnered with a non-related investor to form an Arizona limited liability company for the purpose of sourcing commercial vehicle parts. Knight acquired a 52.0% ownership interest in this entity. Equity and cost method investments — Refer to Note 7 for basis of presentation disclosures regarding Knight's equity and cost method investments in Transportation Resource Partners. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates — The preparation of the consolidated financial statements, in accordance with 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 stock-based compensation; • estimates of claims accruals; • leases, 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. Certain of the Company's operating segments have been aggregated into reportable segments. The management approach focuses on financial information that management uses to make operating decisions. The Company's chief operating decision makers use total revenue, 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 that management uses to evaluate segment performance and allocate resources, which is consistent with GAAP for segment reporting. Operating income should not be viewed as a substitute for 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 "Total revenue" less "Operating expenses." Based on the unique nature of the Company's operating structure, certain revenue-generating assets are interchangeable between segments. Additionally, the Company's chief operating decision makers do not review assets or liabilities by segment to make operating decisions. The Company allocates depreciation and amortization expense of 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 — Cash and cash equivalents are comprised of cash, money market funds, and highly liquid instruments with insignificant interest rate risk and original maturities of three months or less. Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation ("FDIC") limits or may be invested in sweep accounts that are not insured by the institution, the FDIC, or any other government agency. 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 "Cash and cash equivalents – restricted" 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 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, 2017 , 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 are reported in "Other income, net" 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 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 loss 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 accumulated other comprehensive income. |
Inventories and Supplies, Policy [Policy Text Block] | Inventories and Supplies — Inventories and supplies, which are included in "Other current assets" in the consolidated balance sheets, primarily consist of spare parts, tires, fuel, and supplies and are stated at lower of cost or net realizable value. Depending on the class of inventory, cost is determined using the first-in, first-out method or average cost. |
Property and Equipment, Policy [Policy Text Block] | Property and Equipment — Property and equipment is stated at cost less accumulated depreciation. 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 of property and equipment is calculated on a straight-line basis down to the salvage value, as applicable, over the following estimated useful lives: Category: Range (in years) Revenue equipment 4 — 20 Shop and service equipment 2 — 10 Land improvements 5 — 15 Buildings and building improvements 10 — 40 Furniture and fixtures 3 — 10 Leasehold improvements Life of the lease Net gains on the disposal of property and equipment are presented in the consolidated income statements within miscellaneous operating expenses, net. 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 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 from the 2017 Merger, as well as intangibles from Knight's 2014 acquisition of Barr-Nunn Transportation, Inc. and certain of its affiliates. Amortization of acquired customer relationships is calculated on a straight-line basis over the estimated useful life, which ranges from 5 years to 20 years . The trade names have indefinite useful lives and are not amortized, but are 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 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 discounted 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 June 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 quantitative 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 quantitative impairment test. The second step of the quantitative 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 11 for discussion of the results of the Company's annual evaluation as of June 30, 2017 . |
Claims Accruals, Policy [Policy Text Block] | Claims Accruals — The Company is self-insured for a portion of its risk related to auto liability, workers' compensation, property damage, and cargo damage. 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 self-insured claim liabilities may differ from the Company's 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. |
Operating Leases, Policy [Policy Text Block] | In accordance with ASC 840, Leases , property and equipment held under operating leases, and liabilities related thereto, are off-balance sheet. All expenses related to operating leases are reflected in the consolidated income statements in "Rental expense." At lease inception, management determines whether the lease should be classified as operating or capital lease, based on the guidance set forth in ASC 840. Additionally at lease inception, management determines the useful life and estimates residual values of the related equipment. Future minimum lease payments used in determining lease classification represent the minimum rental payments called for over the lease term, inclusive of residual value guarantees (if applicable) and amounts that would be required to be paid, if any, by the Company upon default for leases containing subjective acceleration or cross default clauses. |
Fair Value Measurement, Policy [Policy Text Block] | The estimated fair values of the financial instruments shown in the above table as of December 31, 2017 and 2016 , 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, Money Market Funds, and Debt Securities — The estimated fair value of the Company's restricted investments is based on quoted prices in active markets that are readily and regularly obtainable. See Note 6 for additional investments disclosures. Term Loans — The estimated fair value of the Term Loan approximates the face value. See Note 16 for additional debt disclosures. Securitization of Accounts Receivable — The Company's securitization of accounts receivable consists of borrowings outstanding pursuant to the 2015 RSA as of December 31, 2017 and 2016 , as discussed in Note 15 . The estimated fair value of the 2015 RSA approximates the face value. Fair Value Hierarchy — ASC 820 establishes a framework for measuring fair value in accordance with GAAP and expands financial statement disclosure requirements for fair value measurements. ASC 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 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. |
Contingencies, 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, physical damage, and cargo damage, as well as certain class action litigation in which plaintiffs allege failure to provide meal and rest breaks, unpaid wages, unauthorized deductions, and other items. The Company accrues for the uninsured portion of claims losses and the gross amount of other losses when the likelihood of the loss is probable and the amount of the loss is reasonably estimable. These accruals are based on management's best estimate within a possible range of loss. When there is no amount within the range of loss that appears to be a better estimate than any other amount, then management accrues to the low end of the range. Legal fees are expensed as incurred. When it is reasonably possible that exposure exists in excess of the related accrual (which could be no accrual), management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined (because, among other reasons, (1) the proceedings are in various stages that do not allow for assessment; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of pending appeals; and/or (5) there are significant factual issues to be resolved). If the likelihood of a loss is remote, the Company does not accrue for the loss. However, if the likelihood of a loss is remote, but it is at least reasonably possible that one or more future confirming events may materially change management's estimate within twelve months from the date of the financial statements, management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition — In accordance with ASC 605-20-25-13, Services for Freight-in-Transit at the End of a Reporting Period, the Company currently recognizes operating revenue and the related direct costs of such revenue when persuasive evidence of an arrangement exists, the fee is fixed and determinable, and collectability is probable, all of which occur as of the date the freight is delivered. Credit terms for customer accounts are generally on a net 30 day basis. The Company establishes an allowance for doubtful accounts based on historical experience and any known trends or uncertainties related to customer billing and account collectability. The Company reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. Uncollectible accounts are written off when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. The Company recognizes operating lease revenue from leasing tractors and related equipment to independent contractors. 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 718, Compensation – Stock Compensation. ASC 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 fair value of performance units is estimated using the Monte Carlo Simulation valuation model. Equity awards settled in cash are remeasured at each reporting period and are recognized as a liability in the consolidated balance sheets during the vesting period until settlement. The fair value of stock options is estimated using the Black-Scholes option-valuation model. 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 on a straight-line basis, by amortizing the grant-date fair value over the requisite service period of the entire award. 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. |
Income Taxes, Policy [Policy Text Block] | Income Taxes — Management accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences of events that have been included in the consolidated financial statements. Additionally, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and respective tax bases of assets and liabilities (using enacted tax rates in effect for the year in which the differences are expected to reverse). 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. Net deferred incomes taxes are classified as noncurrent in the consolidated balance sheets. 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. In making such determinations, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. Unrecognized tax benefits are defined as the difference between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to ASC 740, Income Taxes. 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 (including resolutions of any related appeals or litigation processes) 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 expected incurred interest and penalties related to unrecognized tax positions in "Income tax (benefit) expense" in the consolidated income statements. 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. |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Depreciation of property and equipment is calculated on a straight-line basis down to the salvage value, as applicable, over the following estimated useful lives: Category: Range (in years) Revenue equipment 4 — 20 Shop and service equipment 2 — 10 Land improvements 5 — 15 Buildings and building improvements 10 — 40 Furniture and fixtures 3 — 10 Leasehold improvements Life of the lease |
Recently Issued Accounting Pr37
Recently Issued Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact January 2017 2017-04: Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment The amendments in this ASU are intended to simplify subsequent measurement of goodwill. The key amendment in the ASU eliminates Step 2 from the goodwill impairment test, in which entities measured a goodwill impairment loss by comparing the implied fair value to the carrying amount of a reporting unit's goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value with the carrying amount of a reporting unit and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. January 2020, prospective Currently under evaluation; not expected to be material January 2017 2017-03: Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323) – Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings The amendments in this ASU that are relevant to the Company pertain to disclosures around the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments in this ASU indicate that the SEC staff expects that if an entity cannot reasonably estimate the impact of an ASU on the financial statements, then the entity should consider additional qualitative disclosures to assist the reader in assessing the significance of the standard's impact on its financial statements. Immediate None - The Company's recently issued accounting pronouncements disclosures are aligned with the amendments in this ASU. November 2016 2016-18: S tatement of Cash Flows – (Topic 230) Restricted Cash (a Consensus of the FASB Emerging Issues Task Force) The amendments in this ASU require transfers between cash and equivalents and restricted cash and equivalents, as well as direct cash receipts into and cash payments made from restricted cash and equivalents to be explained in the statement of cash flows. Restricted cash and restricted cash equivalents are to be included in the beginning and ending cash and cash equivalent balance totals on the statement of cash flows. January 2018; Retrospective Material impact in cash flow presentation to reclassify restricted cash to "net increase/decrease in cash, restricted cash, and equivalents," and adjust the beginning and ending balances. October 2016 2016-16: Income Taxes (Topic 740) – Intra-entity Transfers of Assets Other than Inventory This ASU states that entities should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs (as compared to current GAAP, which prohibits the recognition of current and deferred income taxes for intra-entity asset transfer until the asset has been sold to an outside party). January 2018, Modified Retrospective Currently under evaluation; not expected to be material since the Company's fixed assets are not typically transferred between legal entities for consideration. August 2016 2016-15: Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments This ASU has several amendments, which are designed to reduce existing diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU addresses eight specific cash flow issues, of which the following are expected to be applicable to the Company: 1) debt prepayment and extinguishment costs, 2) proceeds from settlement of insurance claims, 3) proceeds from settlement of corporate-owned life insurance policies, 4) beneficial interests in securitization transactions, and 5) separately identifiable cash flows and application of the predominance principle. January 2018, Retrospective Currently under evaluation; not expected to be material. Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact June 2016 2016-13: Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments The purpose of this ASU is to amend the current incurred loss impairment methodology with a new methodology that reflects expected credit losses and requires a broader range of reasonable and supportable information to inform credit loss estimates. This is the final credit accounting standard, out of a series, with detailed guidance on the new loss reserve model, Current Expected Credit Loss ("CECL"). Among other provisions, the amendments in the ASU require a financial asset (or group of assets) measured at amortized cost basis to be presented at the net amount expected to be collected. Entities are no longer required to wait until a loss is probable to record it. January 2020, Adoption method varies by amendment Currently under evaluation; not expected to be material. May 2016 2016-12: Revenue from Contracts with Customers (Topic 606) – Narrow-scope Improvements and Practical Expedients The amendments in this ASU clarify certain aspects regarding the collectability criterion, sales taxes collected from customers, noncash consideration, contract modifications, and completed contracts at transition. It additionally clarifies that retrospective application only requires disclosure of the accounting change effect on prior periods presented, not on the period of adoption. January 2018, Modified retrospective Currently under evaluation (1) April 2016 2016-10: Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing The amendments in this ASU clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments do not change the core principle of the guidance. January 2018, Modified retrospective Currently under evaluation (1) March 2016 2016-08: Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net) The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations, but do not change the core principle of the guidance. January 2018, Modified retrospective Currently under evaluation (1) February 2016 2016-02: Leases (Topic 842) The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected by the new guidance. January 2019, Modified retrospective Currently under evaluation; expected to be material, but not yet quantifiable. January 2016 2016-01: Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities The amendments in this ASU address various aspects of recognition, measurement, presentation, and disclosure of financial instruments. They additionally establish ASC 321 – Investments – Equity Securities , which applies to investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures, and limited liability companies. January 2018, Modified retrospective Currently under evaluation August 2015 2015-14: Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date This ASU deferred the effective date of ASU 2014-09 (Topic 606) to annual reporting periods beginning after December 15, 2017. January 2018, Modified retrospective Currently under evaluation (1) ____________ (1) ASC 606, Revenue from Contracts with Customers — The Company established an ASC 606 implementation team, which includes support from external experts, to evaluate and implement the standard. The diagnostic phase of assessing the financial and business impacts of implementing the standard is complete and included identifying revenue sources within the Company's lines of business, reviewing a sample of contracts, analyzing the impact on systems, and developing a preliminary assessment. As the diagnostic phase was being finalized, management was concurrently designing and developing solutions in preparation for the implementation phase of the standard. Additionally, management developed internal controls to ensure that the Company properly evaluated the company's material contracts under the five-step model in ASC 606. As of March 1, 2018, management is implementing the necessary changes in accounting, reporting, sales, information technology, internal controls, and other business processes to ensure compliance with the new guidance. Management identified the following key considerations with respect to accounting and reporting under the new standard: • identification of what constitutes a contract in the Company's business practices, • variability in individual contracts, such as customer-specific terms that may vary from the master agreement, • principal versus agent determinations, • timing of revenue recognition (for example, point-in-time versus over time and/or accelerated versus deferred), • single versus multiple performance obligations, including the timing of when such performance obligations are satisfied, • new/changed estimates and management judgments (for example, system estimation of in-transit accruals versus manual estimation), • disaggregation of revenue by category within segments, and • others. The Company considered its various operating segments, determining that the key segments affected will be its four trucking segments (Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated), as well as its intermodal, logistics, and shop businesses. The Company's other streams of revenue within Swift's non-reportable segments (specifically its leasing and captive insurance subsidiaries) were determined to be out of scope. The most notable impact on the Company of the new standard pertains to recognizing revenue at a point in time versus over time. Under ASC 605, the Company recognized revenue at the point in time that the freight was delivered. Beginning in the first quarter of 2018, under ASC 606, the Company will recognize revenue that is in-transit at period end, as estimated in days. As such, timing of revenue recognition (as well as the related variable costs) between reportable periods will change, but the net impact on the Company's results of operations on each reportable period is expected to be immaterial. Management expects to continue recognizing revenue on a gross basis, consistent with past practices. Additionally, there was no change in management's determination of principal versus agent for its recognition of revenue under ASC 606, compared to ASC 605. Since the Company is applying the modified retrospective approach of adoption, a cumulative-effect adjustment to retained earnings will be recorded in the first quarter of 2018, and the prior year information will not be adjusted. Based on the information currently available, management expects a cumulative-effect adjustment to retained earnings in the first quarter of 2018 to be in the range of $3.0 million to $6.0 million , which reflects the operating revenue impact, net of related variable costs and income taxes. Management is currently evaluating the impact on its accounting policies and other required disclosures that will be effective in the Quarterly Report on Form 10-Q for the first quarter of 2018. Management is expecting updates to the Company's footnote disclosures around revenue recognition, as the new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers, as well as significant management judgment used in measurement and recognition of revenue. Management is not expecting any changes in financial statement classification. Additionally, no impact on the Company's debt covenants is expected. Since management is continuing to evaluate the impact of the standard, disclosures around these preliminary assessments are subject to change. |
Merger and Purchase Price All38
Merger and Purchase Price Allocation Merger and Purchase Price Allocation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
2017 Merger - fair value consideration transferred | The following table summarizes the total fair value consideration transferred: (In thousands, except ratio and stock price) Number of Swift shares outstanding at September 8, 2017 134,765 Swift share consolidation ratio 0.72 Swift shares outstanding post-Reverse Split and immediately prior to the 2017 Merger 97,031 Closing price of Knight on September 8, 2017 $ 40.85 Fair value of equity portion of the 2017 Merger consideration $ 3,963,712 Fair value of Swift equity awards and noncontrolling interest assumed 13,193 Total fair value of consideration transferred $ 3,976,905 |
2017 Merger allocation of purchase consideration | The following is a summary of the allocation of purchase consideration (which is open for adjustments) to the estimated fair value of Swift's assets acquired and liabilities assumed in the 2017 Merger: September 9, 2017 Opening Balance Sheet as Reported at September 30, 2017 Fourth Quarter 2017 Adjustments Adjusted September 9, 2017 Opening Balance Sheet as Reported at December 31, 2017 (In thousands) Fair value of the consideration transferred $ 3,976,905 $ — $ 3,976,905 Cash and cash equivalents $ 28,484 $ — $ 28,484 Restricted cash and fixed maturity securities 85,615 — 85,615 Trade and other receivables 411,767 — 411,767 Prepaid expenses 44,564 — 44,564 Other current assets 19,736 — 19,736 Property and equipment 1,522,123 — 1,522,123 Identifiable intangible assets (1) 1,285,900 165,800 1,451,700 Other noncurrent assets 18,537 — 18,537 Total assets 3,416,726 165,800 3,582,526 Accounts payable (188,411 ) — (188,411 ) Accrued liabilities (232,280 ) — (232,280 ) Claims accruals (306,846 ) — (306,846 ) Long-term debt and capital lease obligations (894,681 ) — (894,681 ) Deferred tax liabilities (1) (741,405 ) (64,392 ) (805,797 ) Other long-term liabilities (18,452 ) — (18,452 ) Total liabilities (2,382,075 ) (64,392 ) (2,446,467 ) Goodwill (1) $ 2,942,254 $ (101,408 ) $ 2,840,846 ____________ (1) Adjustments made to identifiable intangible assets, goodwill, and deferred tax liabilities pertain to management's re-evaluation of the royalty rate used associated with certain trade names. |
2017 Merger Intangible Assets | The estimated fair value of the acquired identifiable intangible assets is based on a valuation completed for Swift, along with related tangible assets, using a combination of the income method and comparable market transactions. Following are the details of the preliminary purchase price allocated to the identifiable intangible assets acquired: Estimated Life Estimated Fair Value as of September 9, 2017 Adjustments Adjusted Estimated Fair Value as of September 9, 2017 (years) (thousands) Customer relationships 10 - 20 years $ 817,200 $ (700 ) $ 816,500 Trade name indefinite 468,700 166,500 635,200 Total identifiable intangible assets $ 1,285,900 $ 165,800 $ 1,451,700 |
2017 Merger Pro-forma information | The following unaudited pro forma information combines the historical operations of Knight and Swift, giving effect to the 2017 Merger and related transactions as if they had been consummated on January 1, 2016, the beginning of the previous period. 2017 2016 (in thousands, except per share data) Total revenue $ 5,136,261 $ 5,149,551 Net income attributable to Knight-Swift $ 529,922 $ 223,209 Diluted earnings per share $ 2.97 $ 1.25 |
Marketable Securities Marketa39
Marketable Securities Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Marketable Securities [Abstract] | |
Realized gains from available-for-sale securities | The following table shows realized gains during 2017, 2016 , and 2015 , on certain securities that were classified as available-for-sale: 2017 2016 2015 (In thousands) Realized Gains: Sales proceeds $ — $ 7,403 $ 12,528 Cost of securities sold — 2,909 3,937 Realized gain $ — $ 4,494 $ 8,591 Realized gain, net of taxes $ — $ 2,771 $ 5,273 |
Restricted Investments (Tables)
Restricted Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [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 temporary losses, and estimated fair value of the Company's restricted investments: December 31, 2017 Gross Unrealized Cost or Amortized Cost Gains Temporary Estimated Fair Value (In thousands) United States corporate securities $ 15,982 $ — $ (14 ) $ 15,968 Municipal bonds 4,970 — (10 ) 4,960 Negotiable certificates of deposit 1,280 — — 1,280 Restricted investments, held to maturity $ 22,232 $ — $ (24 ) $ 22,208 |
Transportation Resource Partn41
Transportation Resource Partners Transportation Resource Partners (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Transportation Resource Partners Investments and Commitments | The following table presents ownership and commitment information for Knight's investments in TRP partnerships: December 31, 2017 Knight's Ownership Interest (4) Total Commitment (All Partners) Knight's Contracted Commitment Knight's Remaining Commitment (Dollars in thousands) TRP – cost method investment 2.3 % $ 260,000 $ 5,500 $ — TRP III – equity method investment (1) 4.8 % $ 245,000 $ 15,000 $ 1,739 TRP IV – cost method investment (2) 4.1 % $ 116,000 $ 4,900 $ 2,075 TRP Coinvestment NTI – equity method investment (3) 8.3 % $ 120,000 $ 10,000 $ — TRP Coinvestment QLS – equity method investment (3) 25.0 % $ 39,000 $ 9,735 $ — ____________ (1) Management anticipates that the following amounts will be due: $0.9 million in 2018 and $0.8 million from 2019 through 2020. (2) Management anticipates that the following amounts will be due: $1.3 million in 2018, $0.5 million from 2019 through 2020, $0.2 million from 2021 through 2022, and $0.1 million from 2023 through 2024. (3) The TRP Coinvestments are unconsolidated majority interests. Management considered the criteria set forth in ASC 323, Investments – Equity Method and Joint Ventures , to establish the appropriate accounting treatment for these investments. This guidance requires the use of the equity method for recording investments in limited partnerships where the "so minor" interest is not met. As such, the investments are being accounted for under the equity method. Knight's ownership interest reflects its ultimate ownership of the portfolio companies underlying the TRP Coinvestment NTI and TRP Coinvestment QLS legal entities. (4) Knight's share of the results is included within "Other Income" in the consolidated income statements. |
Transportation Resources Partners Carrying Value | Net investment balances included in "Other long-term assets, restricted cash and investments" in the consolidated balance sheets were as follows: December 31, 2017 2016 (in thousands) TRP – cost method investment $ 211 $ 214 TRP III – equity method investment 1,973 5,882 TRP IV – cost method investment 2,577 1,882 TRP Coinvestment NTI – equity method investment 7,579 10,000 TRP Coinvestment QLS – equity method investment 8,054 9,735 Total carrying value $ 20,394 $ 27,713 |
Trade Receivables, net (Tables)
Trade Receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Trade Receivables, net | Trade receivables balances were as follows: December 31, 2017 2016 (In thousands) Trade customers $ 565,732 $ 123,555 Equipment manufacturers 6,017 468 Other 17,345 12,550 Trade receivables 589,094 136,573 Less: Allowance for doubtful accounts (14,829 ) (2,727 ) Trade receivables, net $ 574,265 $ 133,846 The following is a rollforward of the allowance for doubtful accounts for trade receivables: 2017 2016 2015 (In thousands) Beginning balance $ 2,727 $ 3,106 $ 3,355 Provision 4,671 909 1,333 Write-offs directly against the reserve (1,583 ) — — Write-offs for revenue adjustments (3,758 ) (1,288 ) (1,582 ) Other (1) 12,772 — — Ending balance $ 14,829 $ 2,727 $ 3,106 ____________ (1) Increase in allowance for doubtful accounts relates to trade receivables assumed from Swift as part of the 2017 Merger. See Note 4 for further details regarding the 2017 Merger. Notes receivable are included in "Notes receivable, net" and "Notes receivable, long-term" in the consolidated balance sheets and were comprised of: December 31, 2017 2016 (In thousands) Notes receivable from independent contractors $ 8,977 $ 1,039 Notes receivable from third parties 7,865 2,808 Gross notes receivable 16,842 3,847 Allowance for doubtful notes receivable (1,040 ) (240 ) Total notes receivable, net of allowance $ 15,802 $ 3,607 Current portion, net of allowance 4,742 560 Long-term portion $ 11,060 $ 3,047 The following is a rollforward of the allowance for doubtful notes receivable: December 31, 2017 2016 2015 (In thousands) Beginning balance $ 240 $ 273 $ 351 Provision (Reduction) 574 (27 ) 26 Write-offs (53 ) (6 ) (104 ) Other (1) 279 — — Ending balance $ 1,040 $ 240 $ 273 ____________ (1) Increase in allowance for doubtful notes relates to notes receivable assumed from Swift as part of the 2017 Merger. See Note 4 for further details regarding the 2017 Merger. The following is a rollforward of the allowance for doubtful notes receivable: December 31, 2017 2016 2015 (In thousands) Beginning balance $ 240 $ 273 $ 351 Provision (Reduction) 574 (27 ) 26 Write-offs (53 ) (6 ) (104 ) Other (1) 279 — — Ending balance $ 1,040 $ 240 $ 273 ____________ (1) Increase in allowance for doubtful notes relates to notes receivable assumed from Swift as part of the 2017 Merger. See Note 4 for further details regarding the 2017 Merger. |
Notes Receivable, net (Tables)
Notes Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | Trade receivables balances were as follows: December 31, 2017 2016 (In thousands) Trade customers $ 565,732 $ 123,555 Equipment manufacturers 6,017 468 Other 17,345 12,550 Trade receivables 589,094 136,573 Less: Allowance for doubtful accounts (14,829 ) (2,727 ) Trade receivables, net $ 574,265 $ 133,846 The following is a rollforward of the allowance for doubtful accounts for trade receivables: 2017 2016 2015 (In thousands) Beginning balance $ 2,727 $ 3,106 $ 3,355 Provision 4,671 909 1,333 Write-offs directly against the reserve (1,583 ) — — Write-offs for revenue adjustments (3,758 ) (1,288 ) (1,582 ) Other (1) 12,772 — — Ending balance $ 14,829 $ 2,727 $ 3,106 ____________ (1) Increase in allowance for doubtful accounts relates to trade receivables assumed from Swift as part of the 2017 Merger. See Note 4 for further details regarding the 2017 Merger. Notes receivable are included in "Notes receivable, net" and "Notes receivable, long-term" in the consolidated balance sheets and were comprised of: December 31, 2017 2016 (In thousands) Notes receivable from independent contractors $ 8,977 $ 1,039 Notes receivable from third parties 7,865 2,808 Gross notes receivable 16,842 3,847 Allowance for doubtful notes receivable (1,040 ) (240 ) Total notes receivable, net of allowance $ 15,802 $ 3,607 Current portion, net of allowance 4,742 560 Long-term portion $ 11,060 $ 3,047 The following is a rollforward of the allowance for doubtful notes receivable: December 31, 2017 2016 2015 (In thousands) Beginning balance $ 240 $ 273 $ 351 Provision (Reduction) 574 (27 ) 26 Write-offs (53 ) (6 ) (104 ) Other (1) 279 — — Ending balance $ 1,040 $ 240 $ 273 ____________ (1) Increase in allowance for doubtful notes relates to notes receivable assumed from Swift as part of the 2017 Merger. See Note 4 for further details regarding the 2017 Merger. The following is a rollforward of the allowance for doubtful notes receivable: December 31, 2017 2016 2015 (In thousands) Beginning balance $ 240 $ 273 $ 351 Provision (Reduction) 574 (27 ) 26 Write-offs (53 ) (6 ) (104 ) Other (1) 279 — — Ending balance $ 1,040 $ 240 $ 273 ____________ (1) Increase in allowance for doubtful notes relates to notes receivable assumed from Swift as part of the 2017 Merger. See Note 4 for further details regarding the 2017 Merger. |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in the carrying amounts of goodwill were as follows: December 31, 2017 2016 (In thousands) Goodwill at beginning of period $ 47,031 $ 47,050 Amortization relating to deferred tax assets (10 ) (19 ) Goodwill related to 2017 Merger 2,840,846 — Goodwill at end of period $ 2,887,867 $ 47,031 The following presents the components of goodwill by segment as of December 31, 2017 and 2016 : December 31, 2017 2016 Net Carrying Amount (1) Net Carrying Amount (1) (In thousands) Swift – Truckload $ 1,150,012 $ — Swift – Dedicated 779,335 — Swift – Refrigerated 650,613 — Swift – Intermodal 175,594 — Swift – Non-reportable 85,292 — Knight – Trucking 47,021 47,031 Goodwill $ 2,887,867 $ 47,031 ____________ (1) Except for the net accumulated amortization related to deferred tax assets in the Knight Trucking segment, the net carrying amount and gross carrying amount are equal since there are no accumulated impairment losses. |
Schedule of Intangible Assets, net | Intangible asset balances were as follows: December 31, 2017 2016 (In thousands) Customer relationships and non-compete: Gross carrying value $ 820,200 $ 3,700 Accumulated amortization (14,497 ) (1,125 ) Customer relationships and non-compete, net 805,703 2,575 Trade name: Gross carrying value 635,200 — Intangible assets, net $ 1,440,903 $ 2,575 |
Finite-lived Intangible Assets Amortization Expense | The following table presents amortization of intangible assets related to the 2017 Merger and intangible assets existing prior to the 2017 Merger: 2017 2016 2015 (In thousands) Amortization of intangible assets related to the 2017 Merger $ 12,872 $ — $ — Amortization of intangible assets existing prior to the 2017 Merger 500 500 500 Amortization of intangibles $ 13,372 $ 500 $ 500 |
Accrued Payroll and Purchased45
Accrued Payroll and Purchased Transportation and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Payroll and Purchased Transportation | The following table presents the composition of accrued payroll and purchased transportation: December 31, 2017 2016 (In thousands) Accrued payroll (1) $ 58,438 $ 7,877 Accrued purchased transportation 48,579 17,140 Accrued payroll and purchased transportation $ 107,017 $ 25,017 ____________ (1) Accrued payroll includes accruals related to the various 401(k) plans the Company offers to its employees. In order to qualify for these plans, employees must meet the minimum age requirement ( 18 – 21 years) and have completed six months of service with the Company. Employees' rights to employer contributions are fully vested after five years from their date of employment. The plans offer either mandatory matching contributions, capped at $1,600 annually per employee, or discretionary matching contributions, capped at 3% of an employee's compensation. The Company's employee benefits expense for matching contributions related to the 401(k) plans was approximately $3.9 million , $1.2 million , and $0.8 million in 2017, 2016, and 2015, respectively. This expense was included in "Salaries, wages, and benefits" in the consolidated income statements. As of December 31, 2017 and 2016 , the balance included $6.8 million and $0.1 million , respectively, in respect to matching contributions for the 401(k) plans. |
Schedule of Accrued Liabilities | The following table presents the composition of accrued liabilities: December 31, 2017 2016 (In thousands) Accrued legal (1) 121,453 3,006 Other 64,623 13,716 Accrued liabilities $ 186,076 $ 16,722 ____________ (1) See Note 19 for further details regarding the Company's legal accruals. |
Claims Accruals (Tables)
Claims Accruals (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Liability for Claims and Claims Adjustment Expense [Abstract] | |
Schedule of Claims Accruals | Claims accruals were comprised of the following: December 31, 2017 2016 (In thousands) Auto reserves $ 204,400 $ 21,474 Workers’ compensation reserves 126,563 7,935 Independent contractor claims reserves 15,236 — Cargo damage reserves 4,047 — Employee medical reserves 3,183 2,514 Claims accruals 353,429 31,923 Less: current portion of claims accruals (147,285 ) (18,633 ) Claims accruals, less current portion $ 206,144 $ 13,290 See Note 2 for accounting policy regarding the Company's claims accruals. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense (Benefit) | The following table presents the Company's income tax expense: 2017 2016 2015 (In thousands) Current expense: Federal $ 4,868 $ 43,638 $ 41,549 State 8,337 8,500 4,966 Foreign 133 — — 13,338 52,138 46,515 Deferred (benefit) expense: Federal (323,326 ) 6,789 19,666 State 17,731 (1,335 ) 1,866 Foreign 541 — — (305,054 ) 5,454 21,532 Income tax (benefit) expense $ (291,716 ) $ 57,592 $ 68,047 |
Schedule Of Effective Income Tax Rate Reconciliation | Actual tax expense differs from expected tax expense as follows: 2017 2016 2015 (In thousands) Computed "expected" tax expense $ 67,798 $ 53,490 $ 65,277 Increase (decrease) in income taxes resulting from: State income taxes, net of federal income tax benefit 4,871 4,657 4,441 Statutory rate change effect on deferred taxes (367,000 ) — — Other 2,615 (555 ) (1,671 ) Income tax (benefit) expense $ (291,716 ) $ 57,592 $ 68,047 |
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: December 31, 2017 2016 (In thousands) Deferred tax assets: Claims accrual $ 70,564 $ 11,355 Allowance for doubtful accounts 5,117 1,133 Amortization of stock options 4,717 3,101 Accrued liabilities 37,654 1,388 Vacation accrual 3,585 — Other 7,227 2,345 Total deferred tax assets 128,864 19,322 Valuation allowance — — Total deferred tax assets, net 128,864 19,322 Deferred tax liabilities: Property and equipment, principally due to differences in depreciation (429,917 ) (192,363 ) Prepaid taxes, licenses, and permits deducted for tax purposes (10,217 ) (2,737 ) Intangible assets (365,564 ) — Other (2,243 ) (2,222 ) Deferred tax liabilities (807,941 ) (197,322 ) Deferred income taxes $ (679,077 ) $ (178,000 ) |
Reconciliation Of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2017, 2016 and 2015 is as follows: 2017 2016 2015 (In thousands) Unrecognized tax benefits at beginning of year $ 729 $ — $ — Increases for tax positions taken prior to beginning of year 5,432 729 — Increases for tax positions taken in the current year 935 — — Unrecognized tax benefits at end of year $ 7,096 $ 729 $ — |
Accounts Receivable Securitiz48
Accounts Receivable Securitization (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Transfers and Servicing of Financial Assets [Abstract] | |
Accounts Receivable Securitization [Table Text Block] | The following table summarizes the key attributes of the current securitization program: 2015 RSA (Dollars in thousands) Effective December 2015 Borrowing capacity (1) $400,000 Final maturity date January 10, 2019 Unused commitment fee rate 35 basis points Program fees on outstanding balances one-month LIBOR + 90 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. |
Debt And Financing (Tables)
Debt And Financing (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balances by Instrument [Table Text Block] | Other than the Company's accounts receivable securitization as discussed in Note 15 and its outstanding capital lease obligations as discussed in Note 17 , the Company's long-term debt consisted of the following: December 31, 2017 2016 (In thousands) Term Loan, due October 2020, net of $645 deferred loan costs (1) $ 364,355 $ — Other long-term debt, including current portion 446 — Total long-term debt, including current portion 364,801 — Less: current portion of long-term debt (30 ) — Long-term debt, less current portion $ 364,771 $ — December 31, 2017 2016 (In thousands) Total long-term debt, including current portion $ 364,801 $ — Knight Revolver, due August 2019 (1) (2) — 18,000 Revolver, due October 2022 (1) (3) 125,000 — Long-term debt, including revolving line of credit $ 489,801 $ 18,000 ____________ (1) Refer to Note 23 for information regarding the fair value of debt. (2) Knight also had outstanding letters of credit under the Knight Revolver of $31.3 million at December 31, 2016 , issued to various regulatory authorities and insurance carriers in connection with Knight's self-insurance programs. (3) The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $122.3 million at December 31, 2017 . |
Schedule of Debt Terms [Table Text Block] | The following table presents the key terms of the 2017 Debt Agreement: Term Loan Revolver (2) 2017 Debt Agreement Terms: (Dollars in thousands) Maximum borrowing capacity $400,000 $800,000 Final maturity date October 2, 2020 October 3, 2022 Interest rate base LIBOR LIBOR Interest rate minimum margin (1) 0.88% 0.88% Interest rate maximum margin (1) 1.50% 1.50% Minimum principal payment — amount $— $— Minimum principal payment — frequency Once Once Minimum principal payment — commencement date October 2, October 3, ____________ (1) The interest rate margin for the Term Loan and Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2017 , interest accrued at 2.694% on the Term Loan and 2.687% on the Revolver. (2) The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.07% to 0.20% . As of December 31, 2017 , commitment fees on the unused portion of the Revolver accrued at 0.125% and outstanding letter of credit fees accrued at 1.125% . |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of future minimum lease commitments [Table Text Block] | As of December 31, 2017 , annual future minimum lease payments for all noncancelable leases were: Operating Capital (In thousands) 2018 $ 180,777 $ 53,425 2019 122,950 59,618 2020 76,582 15,146 2021 40,547 30,846 2022 22,487 18,529 Thereafter 36,957 10,919 Future minimum lease payments $ 480,300 $ 188,483 Less: amounts representing interest (12,379 ) Present value of minimum lease payments 176,104 Less: current portion (48,972 ) Capital lease obligations, less current portion $ 127,132 |
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) 2018 $ 75,130 2019 40,573 2020 21,914 2021 7,504 2022 239 Thereafter — Future minimum lease payments receivable $ 145,360 |
Contingencies and Legal Proce51
Contingencies and Legal Proceedings (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loss Contingencies by Contingency [Table Text Block] | Legal Proceedings Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with the Company's pending legal matters. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. The Company has made accruals with respect to its legal matters where appropriate, which are reflected in the consolidated financial statements. The Company has recorded an aggregate accrual of approximately $121.5 million relating to the Company's outstanding legal proceedings as of December 31, 2017. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period. EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS Washington Overtime Class Actions The plaintiffs allege one or more of the following, pertaining to Washington state-based driving associates: that Swift 1) failed to pay minimum wage; 2) failed to pay overtime; 3) failed to pay all wages due at established pay periods; 4) failed to provide proper meal and rest periods; 5) failed to provide accurate wage statements; and 6) unlawfully deducted from employee wages. The plaintiffs seek unpaid wages, exemplary damages, interest, other costs, and attorneys’ fees. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Troy Slack (1) Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation September 9, 2011 United States District Court for the Western District of Washington Recent Developments and Current Status On August 29, 2017, the parties in the Slack case reached a settlement. The parties are currently disputing the scope of the settlement release. The likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. ___________ (1) Individually and on behalf of all others similarly situated. INDEPENDENT CONTRACTOR MATTERS Ninth Circuit Independent Contractors Misclassification Class Action The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood (1) Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew December 22, 2009 Unites States District Court of Arizona and Ninth Circuit Court of Appeals Recent Developments and Current Status In January 2017, the district court issued an order finding that the plaintiffs had signed contracts of employment and thus the case could properly proceed in court, instead of arbitration. Swift has appealed this decision to the Ninth Circuit and the parties have discussed settlement. Based on the above, the likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. Utah Collective and Individual Arbitration The plaintiffs allege that the Central Parties (defined below) misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Gabriel Ciluffo, Kevin Shire, and Bryan Ratterree (1) Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes (the "Central Parties"), as well as Swift Transportation Company June 1, 2012 American Arbitration Association Recent Developments and Current Status In October 2016, the arbitrator ruled that approximately 1,300 Central Refrigerated Service, Inc. drivers should have been classified as employees, not independent contractors. The arbitrator ruled that damages could ultimately be assessed in a collective proceeding and denied Swift's motion to decertify the collective proceeding. On April 14, 2017, the parties reached a settlement of the matter. The parties are currently pursuing court approval of that settlement. The likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. ___________ (1) Individually and on behalf of all others similarly situated. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation Expense Related To Stock-Based Compensation | Stock-based compensation expense, net of forfeitures, which is included in "Salaries, wages, and benefits" in the consolidated income statements is comprised of the following: 2017 2016 2015 (In thousands) Stock options $ 1,788 $ 1,734 $ 1,061 Restricted stock units and restricted stock awards 4,004 1,506 4,038 Performance units 450 801 1,913 Stock-based compensation expense – equity awards $ 6,242 $ 4,041 $ 7,012 Stock-based compensation expense – liability awards (1) 148 — — Total stock-based compensation expense, net of forfeitures 6,390 4,041 7,012 Income tax benefit $ 2,415 $ 1,515 $ 2,630 ____________ (1) Includes awards granted to executive management in November 2017 that ultimately settle in cash upon fulfilling a requisite service period (for restricted stock units) and fulfilling a requisite service period and achieving performance targets (for performance units). |
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, 2017 Expense Weighted Average Period (In thousands) (In years) Equity awards – Stock options $ 3,878 1.8 Equity awards – Restricted stock units and restricted stock awards 19,156 2.3 Equity awards – Performance units 1,303 3.1 Liability awards – Restricted stock units and performance units 3,169 2.7 Total unrecognized stock-based compensation expense $ 27,506 2.3 |
Summary Of Activity Related To Stock Options | A summary of 2017 stock option activity follows: Stock options outstanding: Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (In years) (In thousands) Stock options outstanding at December 31, 2016 1,737,400 $ 23.19 2.9 $ 17,200 Granted 497,421 33.35 Assumed Swift stock options from 2017 Merger 528,466 21.93 Exercised (589,020 ) 21.44 Expired (24,552 ) 24.44 Forfeited (190,424 ) 27.96 Stock options outstanding at December 31, 2017 1,959,291 $ 25.48 3.2 $ 35,779 Aggregate number of stock options expected to vest at a future date as of December 31, 2017 969,965 29.00 3.5 $ 14,283 Exercisable at December 31, 2017 918,594 $ 21.29 2.8 $ 20,428 ____________ (1) The aggregate intrinsic value was computed using the closing share price on December 29, 2017 of $43.72 and on December 30, 2016 of $32.83 , as applicable. |
Weighted Average Assumptions | The following table presents the weighted average assumptions used in the fair value computation: Stock option fair value assumptions: 2017 2016 2015 Dividend yield (1) 0.72% 0.99% 0.8% Risk-free rate of return (2) 1.49% 0.90% 0.98% Expected volatility (3) 27.95% 27.91% 25.88% Expected term (in years) (4) 3.2 2.7 2.7 Weighted average fair value of stock options granted $6.78 $4.28 $5.00 ____________ (1) The dividend yield assumption is based on Knight's historical experience and anticipated future dividend payouts. (2) The risk-free interest rate assumption is based on the United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the stock option award. (3) Expected volatility of the Company's Class A common stock is determined based on Knight's historical data. (4) The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and was determined based on an analysis of historical exercise behavior. |
Summary Of Exercise Of Stock Options | The following table summarizes stock option exercise information for the years presented: Stock option exercises 2017 2016 2015 (In thousands, except share data) Number of stock options exercised 589,020 708,244 594,673 Intrinsic value of stock options exercised $ 8,792 $ 7,100 $ 8,300 Cash received upon exercise of stock options $ 13,159 $ 13,188 $ 9,930 Income tax benefit $ 1,833 $ 1,847 $ 3,175 |
Rollforward of Company's Nonvested Stock Options | The following table is a rollforward of the Company's unvested stock options: Unvested stock options: Shares Weighted Average Fair Value Unvested stock options at December 31, 2016 1,131,773 $ 4.39 Granted 497,421 6.78 Vested (398,073 ) 4.18 Forfeited (190,424 ) 5.10 Unvested stock options at December 31, 2017 1,040,697 $ 5.49 |
Schedule of Grants of Restricted Stock [Table Text Block] | Stock Award Grants 2017 2016 2015 Stock options 497,421 569,480 590,141 Restricted stock units and restricted stock awards 266,958 17,000 13,950 Performance units 44,244 177,741 165,720 Equity awards granted 808,623 764,221 769,811 Liability awards granted (1) 77,620 — — Total stock awards granted 886,243 764,221 769,811 ____________ (1) Includes 46,572 performance units and 31,048 restricted stock units |
Rollforward of Nonvested Restricted Stock Awards [Table Text Block] | The following table is a rollforward of unvested restricted stock units, including restricted stock units classified as equity and those classified as liabilities: Unvested restricted stock units: Number of Awards Weighted Average Fair Value (1) Unvested restricted stock units at December 31, 2016 686,786 $ 16.46 Granted 298,006 36.44 Assumed Swift restricted stock units from 2017 Merger 168,488 40.85 Vested (126,871 ) 16.77 Forfeited (46,692 ) 23.59 Unvested restricted stock units at December 31, 2017 979,717 $ 26.59 ____________ (1) The fair value of each restricted stock unit is based on the closing market price on the grant date, except for the Swift restricted stock unit awards assumed, which were re-measured at the Merger Date. |
Rollforward of Nonvested Performance Shares [Table Text Block] | The following table is a rollforward of unvested performance units, including performance units classified as equity and those classified as liabilities: Unvested performance units: Shares Weighted Average Fair Value Unvested performance units at December 31, 2016 508,478 $ 25.60 Granted (1) 90,816 $ 40.81 Assumed Swift performance units from 2017 Merger 56,817 $ 40.85 Shares earned above target 21,117 $ 23.85 Vested (519,483 ) $ 25.53 Forfeited (10,112 ) $ 25.40 Unvested performance units at December 31, 2017 147,633 $ 35.34 ____________ (1) The performance measurement period for performance units granted in 2017 is January 1, 2018 to December 31, 2020 (three full calendar years). These awards will vest one month following the expiration of the performance measurement period |
Performance unit fair value assumptions | The following table presents the weighted average assumptions used in the fair value computation for performance units, including performance units classified as equity and those classified as liabilities: Performance unit fair value assumptions: 2017 2016 2015 Dividend yield (1) 0.59 % 0.99 % 0.80 % Expected volatility (2) 31.28 % 27.95 % 23.18 % Average peer volatility (2) 28.45 % 34.37 % 30.70 % Average peer correlation coefficient (3) 0.60 0.60 0.49 Risk-free interest rate (4) 1.88 % 0.89 % 0.78 % Expected term (in years) (5) 3.1 2.8 2.6 Weighted-average fair value of performance units granted $ 40.81 $ 23.89 $ 29.30 ____________ (1) The dividend yield, used to project stock price to the end of the performance period, is based on the Knight's historical experience and future expectation of dividend payouts. Total stockholder return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a 0% dividend yield. (2) Management (or peer company) estimated volatility using Knight's (or peer company's) historical share price performance over the remaining performance period as of the grant date. (3) The correlation coefficients are used to model the way in which each entity tends to move in relation to each other; the correlation assumptions were developed using the same stock price data as the volatility assumptions. (4) The risk-free interest rate assumption is based on United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the performance award. (5) Since the Monte Carlo Simulation valuation is an open form model that uses an expected life commensurate with the performance period, the expected life of the performance units was assumed to be the period from the grant date to the end of the performance period. |
Weighted Average Shares Outst53
Weighted Average Shares Outstanding (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: December 31, 2017 2016 2015 (In thousands) Basic weighted average common shares outstanding 110,657 80,362 81,491 Dilutive effect of equity awards 1,040 866 976 Diluted weighted average common shares outstanding 111,697 81,228 82,467 Anti-dilutive shares excluded from diluted earnings per share (1) 98 886 388 ____________ (1) Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of Knight's common stock (for 2015 and 2016) and the Company's Class A common stock (for 2017). |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: December 31, 2017 2016 Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Restricted investments (1) $ 22,232 $ 22,208 $ — $ — Money market funds (2) 1,427 1,427 1,385 1,385 Debt securities – municipal securities (2) 1,887 1,887 1,903 1,903 Financial Liabilities: Term Loan, due October 2020 (3) 364,355 365,000 — — 2015 RSA, due January 2019 305,000 305,000 — — Knight Revolver, due August 2019 — — 18,000 18,000 Revolver, due October 2022 125,000 125,000 — — ____________ 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) These instruments are trading securities and are included within "Other long-term assets, restricted cash and investments." (3) The Term Loan is included in "Current portion of long-term debt" and "Long-term debt, less current portion." The carrying value is net of $0.6 million deferred loan costs as of December 31, 2017 . |
Assets That Were Measured At Estimated Fair Value On Recurring Basis | The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a recurring basis as of December 31, 2017 and 2016 : Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs (In thousands) As of December 31, 2017 Money market funds $ 1,427 $ 1,427 $ — $ — Debt securities – municipal securities 1,887 — 1,887 — As of December 31, 2016 Money market funds 1,385 1,385 — — Debt securities – municipal securities 1,903 — 1,903 — |
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 as of December 31, 2017 : Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses (In thousands) As of December 31, 2017 Software (1) $ — $ — $ — $ — $ (16,746 ) Equipment (2) 350 — — 350 (98 ) _____________ (1) The Company terminated the implementation of the Swift ERP system in 2017. This resulted in a pre-tax impairment loss of $16.7 million , which was recorded in "Impairments" within operating income in the consolidated income statement (within Swift's non-reportable segments). (2) Management reassessed the fair value of certain Interstate Equipment Leasing, LLC tractors as of December 31, 2017 , which had a total book value of $0.4 million , determining that there was a pre-tax impairment loss of $0.1 million in 2017. The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement (within Swift's non-reportable segments). |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties: 2017 2016 Provided by Knight-Swift Received by Knight-Swift Provided by Knight Received by Knight (In thousands) Freight Services: Central Freight Lines (1) $ 161 $ — $ — $ — SME Industries (1) 275 — — — Total $ 436 $ — $ — $ — Facility and Equipment Leases: Central Freight Lines (1) $ 245 $ 92 $ — $ — Other Services: Updike Distribution and Logistics (2) $ 2,771 $ — $ 1,433 $ — Other Affiliates (1) 48 604 — — Total $ 2,819 $ 604 $ 1,433 $ — ____________ (1) Entities affiliated with, Board member, Jerry Moyes include Central Freight Lines, SME Industries, and Compensi Services. Transactions with these entities that are controlled by and/or are otherwise affiliated with Jerry Moyes, include freight services, facility leases, equipment sales, and other services. • Freight Services Provided by Knight-Swift — The Company charges for freight services to each of these companies for transportation services. • Freight Services Received by Knight-Swift — Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees 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 conjunction with Swift's September 8, 2016 announcement that Jerry Moyes would retire from his position as Chief Executive Officer effective December 31, 2016, Swift entered into an agreement with Mr. Moyes to memorialize the terms of his retirement, which was assumed by Knight-Swift. Swift contracted with Mr. Moyes to serve as a non-employee consultant from January 1, 2017 through December 31, 2019 , during which time Swift will pay Mr. Moyes a monthly consulting fee of $0.2 million in cash. The following is a rollforward of the accrued liability for the consulting fees: (In thousands) Accrued consulting fees – Jerry Moyes, balance at September 9, 2017 (1a) $ 5,050 Additions to accrual — Less: payments (600 ) Accrued consulting fees – Jerry Moyes, balance at December 31, 2017 (1a) $ 4,450 ____________ (1a) The balance is included in "Long-term dividend payable and other long-term liabilities" (noncurrent) and "Accrued liabilities" (current) in the consolidated balance sheets, based on the timing of the expected payments. (2) Knight has an arrangement with Updike Distribution and Logistics, a company that is owned by the father and three brothers of Executive Vice President of Sales and Marketing, James Updike, Jr. The arrangement allows Updike Distribution and Logistics to purchase fuel from Knight's vendors at cost, plus an administrative fee. Knight had no related party transactions during 2015. Receivables and payables pertaining to related party transactions were: December 31, 2017 Receivable Payable (In thousands) Central Freight Lines $ 213 $ — SME Industries 79 — Total $ 292 $ — |
Jerry Moyes's consulting fees rollforward | The following is a rollforward of the accrued liability for the consulting fees: (In thousands) Accrued consulting fees – Jerry Moyes, balance at September 9, 2017 (1a) $ 5,050 Additions to accrual — Less: payments (600 ) Accrued consulting fees – Jerry Moyes, balance at December 31, 2017 (1a) $ 4,450 ____________ (1a) The balance is included in "Long-term dividend payable and other long-term liabilities" (noncurrent) and "Accrued liabilities" (current) in the consolidated balance sheets, based on the timing of the expected payments. |
Information by Segment, Geogr56
Information by Segment, Geography, and Customer Concentration (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Segments | The following tables present the Company's financial information by segment: 2017 2016 2015 Operating revenue: (Dollars in thousands) Knight – Trucking $ 906,484 37.4 % $ 900,368 80.5 % $ 952,098 80.5 % Knight – Logistics $ 234,155 9.7 % $ 226,912 20.3 % $ 249,365 21.1 % Swift – Truckload $ 609,112 25.1 % $ — — % $ — — % Swift – Dedicated $ 200,628 8.3 % $ — — % $ — — % Swift – Refrigerated $ 254,102 10.5 % $ — — % $ — — % Swift – Intermodal $ 130,441 5.4 % $ — — % $ — — % Subtotal $ 2,334,922 96.4 % $ 1,127,280 100.8 % $ 1,201,463 101.6 % Non-reportable segments $ 115,530 4.8 % $ — — % $ — — % Intersegment eliminations $ (24,999 ) (1.2 )% $ (9,246 ) (0.8 )% $ (18,499 ) (1.6 )% Total revenue $ 2,425,453 100.0 % $ 1,118,034 100.0 % $ 1,182,964 100.0 % 2017 2016 2015 Operating income (loss): (Dollars in thousands) Knight – Trucking $ 92,298 46.0 % $ 136,229 91.7 % $ 162,143 91.1 % Knight – Logistics $ 12,600 6.3 % $ 12,250 8.3 % $ 15,857 8.9 % Swift – Truckload $ 74,924 37.3 % $ — — % $ — — % Swift – Dedicated $ 22,410 11.2 % $ — — % $ — — % Swift – Refrigerated $ 13,626 6.8 % $ — — % $ — — % Swift – Intermodal $ 5,977 3.0 % $ — — % $ — — % Subtotal $ 221,835 110.6 % $ 148,479 100.0 % $ 178,000 100.0 % Non-reportable segments $ (21,205 ) (10.6 )% $ — — % $ — — % Operating income $ 200,630 100.0 % $ 148,479 100.0 % $ 178,000 100.0 % 2017 2016 2015 Depreciation and amortization of property and equipment: (Dollars in thousands) Knight – Trucking $ 111,536 57.6 % $ 111,242 96.2 % $ 106,491 96.4 % Knight – Logistics $ 5,089 2.6 % $ 4,418 3.8 % $ 4,032 3.6 % Swift – Truckload $ 32,258 16.7 % $ — — % $ — — % Swift – Dedicated $ 14,381 7.4 % $ — — % $ — — % Swift – Refrigerated $ 11,163 5.8 % $ — — % $ — — % Swift – Intermodal $ 3,231 1.7 % $ — — % $ — — % Subtotal $ 177,658 91.7 % $ 115,660 100.0 % $ 110,523 100.0 % Non-reportable segments $ 16,075 8.3 % $ — — % $ — — % Consolidated depreciation and amortization of property and equipment $ 193,733 100.0 % $ 115,660 100.0 % $ 110,523 100.0 % |
Quarterly Result of Operation57
Quarterly Result of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |
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) 2017 Total revenue $ 271,182 $ 273,243 $ 521,608 $ 1,359,420 Net income 15,106 18,259 4,199 447,861 Net income attributable to Knight-Swift 14,876 17,970 3,881 447,564 Basic earnings per share 0.19 0.22 0.04 2.52 Diluted earnings per share 0.18 0.22 0.04 2.50 2016 Total revenue $ 272,088 $ 276,318 $ 280,530 $ 289,098 Net income 23,470 25,214 24,083 22,472 Net income attributable to Knight-Swift 23,017 24,918 23,767 22,161 Basic earnings per share 0.29 0.31 0.30 0.28 Diluted earnings per share 0.28 0.31 0.29 0.27 |
Introduction and Basis of Pre58
Introduction and Basis of Presentation (Description of Business) (Details) | 12 Months Ended |
Dec. 31, 2017SegmentVehicle | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number Of Company Operated National Terminal Network And Tractor Fleet | 23,069 |
Number Of Tractors Driven By Company Drivers | 18,381 |
Number Of Owner Operator Tractors | 4,688 |
Number Of Fleet Of Trailers | 74,949 |
Number Of Intermodal Containers | 9,122 |
Number of Reportable Segments | Segment | 6 |
Introduction and Basis of Pre59
Introduction and Basis of Presentation Introduction and Basis of Presentation (2017 Merger) (Details) | Sep. 08, 2017 |
Knight Transportation Company [Member] | |
Business Acquisition [Line Items] | |
Ownership Percentage, Shares Outstanding | 46.00% |
Swift Transportation Company [Member] | |
Business Acquisition [Line Items] | |
Ownership Percentage, Shares Outstanding | 54.00% |
Introduction and Basis of Pre60
Introduction and Basis of Presentation Introduction and Basis of Presentation (Basis of Presentation) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Kold Trans, LLC [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Joint Venture Ownership Interest | 80.00% |
Commercial vehicle parts, joint venture [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Joint Venture Ownership Interest | 52.00% |
Summary of Significant Accoun61
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Percentage Of Income Tax Positions Likely To Be Realized | 50.00% |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 20 years |
Revenue equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 4 years |
Revenue equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 20 years |
Shop and service equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
Shop and service equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Land Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Land Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 15 years |
Building and Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Building and Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Recently Issued Accounting Pr62
Recently Issued Accounting Pronouncements (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
Accounting Standards Update 2017-04 [Member] [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The amendments in this ASU are intended to simplify subsequent measurement of goodwill. The key amendment in the ASU eliminates Step 2 from the goodwill impairment test, in which entities measured a goodwill impairment loss by comparing the implied fair value to the carrying amount of a reporting unit's goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value with the carrying amount of a reporting unit and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. | |
Expected Adoption Date and Method | January 2020, prospective | |
Financial Statement Impact | Currently under evaluation; not expected to be material | |
Accounting Standards Update 2017-03 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The amendments in this ASU that are relevant to the Company pertain to disclosures around the impact that recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. The amendments in this ASU indicate that the SEC staff expects that if an entity cannot reasonably estimate the impact of an ASU on the financial statements, then the entity should consider additional qualitative disclosures to assist the reader in assessing the significance of the standard's impact on its financial statements. | |
Expected Adoption Date and Method | Immediate | |
Financial Statement Impact | None - The Company's recently issued accounting pronouncements disclosures are aligned with the amendments in this ASU. | |
Accounting Standards Update 2016-18 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The amendments in this ASU require transfers between cash and equivalents and restricted cash and equivalents, as well as direct cash receipts into and cash payments made from restricted cash and equivalents to be explained in the statement of cash flows. Restricted cash and restricted cash equivalents are to be included in the beginning and ending cash and cash equivalent balance totals on the statement of cash flows. | |
Expected Adoption Date and Method | January 2018; Retrospective | |
Financial Statement Impact | Material impact in cash flow presentation to reclassify restricted cash to "net increase/decrease in cash, restricted cash, and equivalents," and adjust the beginning and ending balances. | |
Accounting Standards Update 2016-16 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | This ASU states that entities should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs (as compared to current GAAP, which prohibits the recognition of current and deferred income taxes for intra-entity asset transfer until the asset has been sold to an outside party). | |
Expected Adoption Date and Method | January 2018, Modified Retrospective | |
Financial Statement Impact | Currently under evaluation; not expected to be material since the Company's fixed assets are not typically transferred between legal entities for consideration. | |
Accounting Standards Update 2016-15 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | This ASU has several amendments, which are designed to reduce existing diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU addresses eight specific cash flow issues, of which the following are expected to be applicable to the Company: 1) debt prepayment and extinguishment costs, 2) proceeds from settlement of insurance claims, 3) proceeds from settlement of corporate-owned life insurance policies, 4) beneficial interests in securitization transactions, and 5) separately identifiable cash flows and application of the predominance principle. | |
Expected Adoption Date and Method | January 2018, Retrospective | |
Financial Statement Impact | Currently under evaluation; not expected to be material. | |
Accounting Standards Update 2016-13 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The purpose of this ASU is to amend the current incurred loss impairment methodology with a new methodology that reflects expected credit losses and requires a broader range of reasonable and supportable information to inform credit loss estimates. This is the final credit accounting standard, out of a series, with detailed guidance on the new loss reserve model, Current Expected Credit Loss ("CECL"). Among other provisions, the amendments in the ASU require a financial asset (or group of assets) measured at amortized cost basis to be presented at the net amount expected to be collected. Entities are no longer required to wait until a loss is probable to record it. | |
Expected Adoption Date and Method | January 2020, Adoption method varies by amendment | |
Financial Statement Impact | Currently under evaluation; not expected to be material. | |
Accounting Standards Update 2016-12 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The amendments in this ASU clarify certain aspects regarding the collectability criterion, sales taxes collected from customers, noncash consideration, contract modifications, and completed contracts at transition. It additionally clarifies that retrospective application only requires disclosure of the accounting change effect on prior periods presented, not on the period of adoption. | |
Expected Adoption Date and Method | January 2018, Modified retrospective | |
Financial Statement Impact | Currently under evaluation (1) | [1] |
Accounting Standards Update 2016-10 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The amendments in this ASU clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments do not change the core principle of the guidance. | |
Expected Adoption Date and Method | January 2018, Modified retrospective | |
Financial Statement Impact | Currently under evaluation (1) | [1] |
Accounting Standards Update 2016-08 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations, but do not change the core principle of the guidance. | |
Expected Adoption Date and Method | January 2018, Modified retrospective | |
Financial Statement Impact | Currently under evaluation (1) | [1] |
Accounting Standards Update 2016-02 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected by the new guidance. | |
Expected Adoption Date and Method | January 2019, Modified retrospective | |
Financial Statement Impact | Currently under evaluation; expected to be material, but not yet quantifiable. | |
Accounting Standards Update 2016-01 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | The amendments in this ASU address various aspects of recognition, measurement, presentation, and disclosure of financial instruments. They additionally establish ASC 321 – Investments – Equity Securities, which applies to investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures, and limited liability companies. | |
Expected Adoption Date and Method | January 2018, Modified retrospective | |
Financial Statement Impact | Currently under evaluation | |
Accounting Standards Update 2014-14 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Description | This ASU deferred the effective date of ASU 2014-09 (Topic 606) to annual reporting periods beginning after December 15, 2017. | |
Expected Adoption Date and Method | January 2018, Modified retrospective | |
Financial Statement Impact | Currently under evaluation (1) | [1] |
Minimum [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Cumulative Effect on Retained Earnings, Tax | $ 3 | |
Maximum [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Cumulative Effect on Retained Earnings, Tax | $ 6 | |
[1] | The Company established an ASC 606 implementation team, which includes support from external experts, to evaluate and implement the standard. The diagnostic phase of assessing the financial and business impacts of implementing the standard is complete and included identifying revenue sources within the Company's lines of business, reviewing a sample of contracts, analyzing the impact on systems, and developing a preliminary assessment. As the diagnostic phase was being finalized, management was concurrently designing and developing solutions in preparation for the implementation phase of the standard. Additionally, management developed internal controls to ensure that the Company properly evaluated the company's material contracts under the five-step model in ASC 606. As of March 1, 2018, management is implementing the necessary changes in accounting, reporting, sales, information technology, internal controls, and other business processes to ensure compliance with the new guidance.Management identified the following key considerations with respect to accounting and reporting under the new standard:•identification of what constitutes a contract in the Company's business practices,•variability in individual contracts, such as customer-specific terms that may vary from the master agreement,•principal versus agent determinations,•timing of revenue recognition (for example, point-in-time versus over time and/or accelerated versus deferred),•single versus multiple performance obligations, including the timing of when such performance obligations are satisfied,•new/changed estimates and management judgments (for example, system estimation of in-transit accruals versus manual estimation), •disaggregation of revenue by category within segments, and•others.The Company considered its various operating segments, determining that the key segments affected will be its four trucking segments (Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated), as well as its intermodal, logistics, and shop businesses. The Company's other streams of revenue within Swift's non-reportable segments (specifically its leasing and captive insurance subsidiaries) were determined to be out of scope. The most notable impact on the Company of the new standard pertains to recognizing revenue at a point in time versus over time. Under ASC 605, the Company recognized revenue at the point in time that the freight was delivered. Beginning in the first quarter of 2018, under ASC 606, the Company will recognize revenue that is in-transit at period end, as estimated in days. As such, timing of revenue recognition (as well as the related variable costs) between reportable periods will change, but the net impact on the Company's results of operations on each reportable period is expected to be immaterial. Management expects to continue recognizing revenue on a gross basis, consistent with past practices. Additionally, there was no change in management's determination of principal versus agent for its recognition of revenue under ASC 606, compared to ASC 605. Since the Company is applying the modified retrospective approach of adoption, a cumulative-effect adjustment to retained earnings will be recorded in the first quarter of 2018, and the prior year information will not be adjusted. Based on the information currently available, management expects a cumulative-effect adjustment to retained earnings in the first quarter of 2018 to be in the range of $3.0 million to $6.0 million, which reflects the operating revenue impact, net of related variable costs and income taxes.Management is currently evaluating the impact on its accounting policies and other required disclosures that will be effective in the Quarterly Report on Form 10-Q for the first quarter of 2018. Management is expecting updates to the Company's footnote disclosures around revenue recognition, as the new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers, as well as significant management judgment used in measurement and recognition of revenue. Management is not expecting any changes in financial statement classification. Additionally, no impact on the Company's debt covenants is expected. Since management is continuing to evaluate the impact of the standard, disclosures around these preliminary assessments are subject to change. |
Merger and Purchase Price All63
Merger and Purchase Price Allocation Merger and Purchase Price Allocation (2017 Merger - fair value consideration transferred) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 08, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 09, 2017 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||||||||||
Net income Attributable to Knight-Swift | $ 447,564 | $ 3,881 | $ 17,970 | $ 14,876 | $ 22,161 | $ 23,767 | $ 24,918 | $ 23,017 | $ 484,292 | $ 93,863 | $ 116,718 | ||||
Conversion Of Stock, Number Of Shares Issued Per Share Converted | $ 0.72 | ||||||||||||||
Knight-Swift Merger [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Shares, Outstanding | 134,765 | 97,031 | |||||||||||||
Conversion Of Stock, Number Of Shares Issued Per Share Converted | $ 0.72 | ||||||||||||||
Business Combination, Consideration Transferred | $ 3,976,905 | $ 0 | 3,976,905 | ||||||||||||
Knight Transportation Company [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Ownership Percentage, Shares Outstanding | 46.00% | ||||||||||||||
Knight Transportation Company [Member] | Knight-Swift Merger [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business Acquisition, Share Price | $ 40.85 | ||||||||||||||
Swift Transportation Company [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net income Attributable to Knight-Swift | $ (95,700) | ||||||||||||||
Ownership Percentage, Shares Outstanding | 54.00% | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Shares, Outstanding | 177,998 | 80,229 | 177,998 | 177,998 | 80,229 | 80,967 | 81,842 | ||||||||
Common Stock [Member] | Knight-Swift Merger [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 3,963,712 | ||||||||||||||
Equity Awards [Member] | Knight-Swift Merger [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 13,193 |
Merger and Purchase Price All64
Merger and Purchase Price Allocation Merger and Purchase Price Allocation (2017 Merger - allocation of purchase consideration) (Details) - USD ($) $ in Thousands | Sep. 08, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 30, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||
Goodwill | [1] | $ 2,887,867 | $ 2,887,867 | $ 47,031 | ||
Knight-Swift Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 3,976,905 | 0 | 3,976,905 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 28,484 | 28,484 | 28,484 | $ 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Restricted Cash and Fixed Maturity Securities | 85,615 | 85,615 | 85,615 | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 411,767 | 411,767 | 411,767 | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense | 44,564 | 44,564 | 44,564 | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 19,736 | 19,736 | 19,736 | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,522,123 | 1,522,123 | 1,522,123 | 0 | ||
Intangible assets | 1,285,900 | 1,451,700 | 1,451,700 | 165,800 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 18,537 | 18,537 | 18,537 | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 3,416,726 | 3,582,526 | 3,582,526 | 165,800 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (188,411) | (188,411) | (188,411) | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable and Accrued Liabilities | (232,280) | (232,280) | (232,280) | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Claims Accruals | (306,846) | (306,846) | (306,846) | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (894,681) | (894,681) | (894,681) | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (741,405) | (805,797) | (805,797) | (64,392) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (18,452) | (18,452) | (18,452) | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (2,382,075) | (2,446,467) | (2,446,467) | (64,392) | ||
Goodwill | $ 2,942,254 | $ 2,840,846 | $ 2,840,846 | $ (101,408) | ||
[1] | Except for the net accumulated amortization related to deferred tax assets in the Knight Trucking segment, the net carrying amount and gross carrying amount are equal since there are no accumulated impairment losses. |
Merger and Purchase Price All65
Merger and Purchase Price Allocation Merger and Purchase Price Allocation (2017 Merger intangible assets) (Details) - Knight-Swift Merger [Member] - USD ($) $ in Thousands | Sep. 08, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 30, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Customer relationships | $ (817,200) | $ (700) | $ (816,500) | |
Trade name | 468,700 | 166,500 | 635,200 | |
Intangible assets | $ 1,285,900 | $ 1,451,700 | $ 1,451,700 | $ 165,800 |
Minimum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
Maximum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years |
Merger and Purchase Price All66
Merger and Purchase Price Allocation Merger and Purchase Price Allocation (2017 Merger Pro-forma information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||||||||
Salaries, wages, and benefits | $ 688,543 | $ 333,929 | $ 334,069 | ||||||||
Amortization of Intangible Assets | 13,372 | 500 | 500 | ||||||||
Revenues | 2,425,453 | 1,118,034 | 1,182,964 | ||||||||
Net income Attributable to Knight-Swift | $ 447,564 | $ 3,881 | $ 17,970 | $ 14,876 | $ 22,161 | $ 23,767 | $ 24,918 | $ 23,017 | 484,292 | 93,863 | $ 116,718 |
Total revenue | 5,136,261 | 5,149,551 | |||||||||
Net Income Attributable to Knight-Swift | $ 529,922 | $ 223,209 | |||||||||
Diluted earnings per share | $ 2.97 | $ 1.25 | |||||||||
Knight-Swift Merger [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Salaries, wages, and benefits | $ 5,600 | ||||||||||
Amortization of Intangible Assets | 12,900 | ||||||||||
Swift Transportation Company [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 1,300,000 | ||||||||||
Net income Attributable to Knight-Swift | (95,700) | ||||||||||
Fair Value, Measurements, Nonrecurring [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Impairment of Intangible Assets, Finite-lived | $ 16,800 |
Merger and Purchase Price All67
Merger and Purchase Price Allocation Merger and Purchase Price Allocation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 08, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||||
Revenues | $ 2,425,453 | $ 1,118,034 | $ 1,182,964 | ||||||||||
Net income Attributable to Knight-Swift | $ 447,564 | $ 3,881 | $ 17,970 | $ 14,876 | $ 22,161 | $ 23,767 | $ 24,918 | $ 23,017 | 484,292 | 93,863 | 116,718 | ||
Net Income | 485,425 | 95,238 | 118,457 | ||||||||||
Merger-related Costs | 16,516 | 0 | 0 | ||||||||||
Salaries, wages, and benefits | 688,543 | 333,929 | 334,069 | ||||||||||
Miscellaneous operating expenses, net | 41,781 | 17,274 | 18,068 | ||||||||||
Purchased transportation | 594,113 | 233,863 | 246,864 | ||||||||||
Amortization of Intangible Assets | 13,372 | $ 500 | $ 500 | ||||||||||
Conversion Of Stock, Number Of Shares Issued Per Share Converted | $ 0.72 | ||||||||||||
Knight-Swift Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 3,976,905 | $ 0 | 3,976,905 | ||||||||||
Merger-related Costs | 16,500 | ||||||||||||
Salaries, wages, and benefits | 5,600 | ||||||||||||
Miscellaneous operating expenses, net | 900 | ||||||||||||
Purchased transportation | 100 | ||||||||||||
Amortization of Intangible Assets | 12,900 | ||||||||||||
Conversion Of Stock, Number Of Shares Issued Per Share Converted | $ 0.72 | ||||||||||||
Knight Transportation Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ownership Percentage, Shares Outstanding | 46.00% | ||||||||||||
Knight Transportation Company [Member] | Knight-Swift Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Acquisition, Share Price | $ 40.85 | ||||||||||||
Swift Transportation Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Revenues | 1,300,000 | ||||||||||||
Net income Attributable to Knight-Swift | (95,700) | ||||||||||||
Ownership Percentage, Shares Outstanding | 54.00% | ||||||||||||
Equity Awards [Member] | Knight-Swift Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 13,193 | ||||||||||||
Acquisition-related Costs [Member] | Knight-Swift Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Net Income | $ (57,000) |
Marketable Securities Marketa68
Marketable Securities Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Marketable Securities [Abstract] | |||
Sale Proceeds | $ 0 | $ 7,403 | $ 12,528 |
Cost of securities sold | 0 | 2,909 | 3,937 |
Gross Realized Gains | 0 | 4,494 | 8,591 |
Realized gain, net of taxes | 0 | 2,771 | $ 5,273 |
Available-for-sale Securities, Equity Securities | $ 0 | $ 0 |
Restricted Investments (Detail)
Restricted Investments (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)Securities | Dec. 31, 2016USD ($) | ||
Schedule of Restricted Investments [Line Items] | |||
Cost or Amortized Cost | $ 22,232 | $ 0 | |
Gross Unrealized, Gains | 0 | ||
Gross Unrealized, Temporary Losses | (24) | ||
Estimated Fair Value | [1] | $ 22,208 | $ 0 |
Restricted held to maturity investments | 1 year | ||
Securities with unrealized losses for less than 12 months | Securities | 32 | ||
Duration of securities in unrealized loss position | 12 months | ||
United States corporate securities | |||
Schedule of Restricted Investments [Line Items] | |||
Cost or Amortized Cost | $ 15,982 | ||
Gross Unrealized, Gains | 0 | ||
Gross Unrealized, Temporary Losses | (14) | ||
Estimated Fair Value | 15,968 | ||
Municipal bonds | |||
Schedule of Restricted Investments [Line Items] | |||
Cost or Amortized Cost | 4,970 | ||
Gross Unrealized, Gains | 0 | ||
Gross Unrealized, Temporary Losses | (10) | ||
Estimated Fair Value | 4,960 | ||
Negotiable certificate of deposits | |||
Schedule of Restricted Investments [Line Items] | |||
Cost or Amortized Cost | 1,280 | ||
Gross Unrealized, Gains | 0 | ||
Gross Unrealized, Temporary Losses | 0 | ||
Estimated Fair Value | $ 1,280 | ||
[1] | Restricted investments are included in "Restricted investments, held to maturity, amortized cost." |
Transportation Resource Partn70
Transportation Resource Partners Transportation Resource Partners (Investments and commitments) (Details) $ in Thousands | Dec. 31, 2017USD ($) | |
Transportation Resource Partners [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
TRP ownership interest | 2.30% | [1] |
Total TRP investment commitment | $ 260,000 | |
Amounts Committed To Invest | 5,500 | |
Remaining Investment Commitment | $ 0 | |
Transportation Resource Partners III [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 4.80% | [1] |
Total TRP investment commitment | $ 245,000 | |
Amounts Committed To Invest | 15,000 | |
Remaining Investment Commitment | 1,739 | |
TRP Investment Commitment, Due in Next Twelve Months | 900 | |
TRP Investment Commitment, Due in Second and Third Year | $ 800 | |
Transportation Resource Partners IV [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
TRP ownership interest | 4.10% | [1] |
Total TRP investment commitment | $ 116,000 | |
Amounts Committed To Invest | 4,900 | |
Remaining Investment Commitment | 2,075 | |
TRP Investment Commitment, Due in Next Twelve Months | 1,300 | |
TRP Investment Commitment, Due in Second and Third Year | 500 | |
TRP Investment Commitment, Due in Fourth and Fifth Year | 200 | |
TRP Investment Commitment, Due after Fifth Year | $ 100 | |
Transportation Resource Partners, Colnvest Partners, (NTI) [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 8.30% | [1],[2] |
Total TRP investment commitment | $ 120,000 | |
Amounts Committed To Invest | 10,000 | |
Remaining Investment Commitment | $ 0 | |
Transportation Resource Partners, CoInvest Partners, (QLS) [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 25.00% | [1],[2] |
Total TRP investment commitment | $ 39,000 | |
Amounts Committed To Invest | 9,735 | |
Remaining Investment Commitment | $ 0 | |
[1] | Knight's share of the results is included within "Other Income" in the consolidated income statements. | |
[2] | The TRP Coinvestments are unconsolidated majority interests. Management considered the criteria set forth in ASC 323, Investments – Equity Method and Joint Ventures, to establish the appropriate accounting treatment for these investments. This guidance requires the use of the equity method for recording investments in limited partnerships where the "so minor" interest is not met. As such, the investments are being accounted for under the equity method. |
Transportation Resource Partn71
Transportation Resource Partners Transportation Resource Partners (Carrying Value) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 20,394 | $ 27,713 |
Transportation Resource Partners [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 211 | 214 |
Transportation Resource Partners III [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 1,973 | 5,882 |
Transportation Resource Partners IV [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 2,577 | 1,882 |
Transportation Resource Partners, Colnvest Partners, (NTI) [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 7,579 | 10,000 |
Transportation Resource Partners, CoInvest Partners, (QLS) [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 8,054 | $ 9,735 |
Trade Receivables, net (Schedul
Trade Receivables, net (Schedule Of Trade Receivables) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Accounts receivable, gross | $ 589,094 | $ 136,573 |
Less: Allowance for doubtful accounts | (14,829) | (2,727) |
Trade receivables, net | 574,265 | 133,846 |
Trade Customers [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Accounts receivable, gross | 565,732 | 123,555 |
Equipment Manufacturers [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Accounts receivable, gross | 6,017 | 468 |
Other [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Accounts receivable, gross | $ 17,345 | $ 12,550 |
Trade Receivables, net Trade Re
Trade Receivables, net Trade Receivables, net (Rollforward of the allowance for doubtful accounts for trade receivables) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning balance | $ 2,727 | ||
Provision for doubtful accounts and notes receivables | 5,245 | $ 882 | $ 1,359 |
Ending balance | 14,829 | 2,727 | |
Allowance for Trade Receivables [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning balance | 2,727 | 3,106 | 3,355 |
Provision for doubtful accounts and notes receivables | 4,671 | 909 | 1,333 |
Write-offs directly against the reserve | (1,583) | 0 | 0 |
Write-offs for revenue adjustments | (3,758) | (1,288) | (1,582) |
Other | 12,772 | 0 | 0 |
Ending balance | $ 14,829 | $ 2,727 | $ 3,106 |
Notes Receivable, net (Schedule
Notes Receivable, net (Schedule of Notes Receivable) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross notes receivable | $ 16,842 | $ 3,847 |
Allowance for doubtful notes receivable | (1,040) | (240) |
Total notes receivable, net of allowance | 15,802 | 3,607 |
Current portion of notes receivable | 4,742 | 560 |
Notes receivable, long-term | 11,060 | 3,047 |
Independent Contractor Relationship [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross notes receivable | 8,977 | 1,039 |
Other Relationship [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross notes receivable | $ 7,865 | $ 2,808 |
Minimum [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable interest rate | 2.00% | |
Maximum [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable interest rate | 20.00% |
Notes Receivable, net Notes Rec
Notes Receivable, net Notes Receivable (Scheduled of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Provision for doubtful accounts and notes receivables | $ (5,245) | $ (882) | $ (1,359) |
Allowance for Notes Receivable [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | 240 | 273 | 351 |
Provision for doubtful accounts and notes receivables | (574) | (27) | (26) |
Write-offs directly against the reserve | (53) | (6) | (104) |
Other | 279 | 0 | 0 |
Ending Balance | $ 1,040 | $ 240 | $ 273 |
Assets Held for Sale (Narrative
Assets Held for Sale (Narrative) (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)property | Dec. 31, 2016USD ($)property | |
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 25,153 | $ 9,634 |
Period of time assets are expected to be sold, months | 12 months | |
Number of properties sold | property | 0 | 0 |
Gain on sale of real property | $ 0 | $ 0 |
Land And Facilities [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 0 | |
Revenue Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 25,200 | $ 9,600 |
Goodwill and Other Intangible77
Goodwill and Other Intangible Assets Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Goodwill [Line Items] | ||||
Goodwill at beginning of period | $ 47,031 | $ 47,050 | ||
Amortization | (10) | (19) | ||
Goodwill, Acquired During Period | 2,840,846 | 0 | ||
Goodwill at end of period | 2,887,867 | 47,031 | $ 47,050 | |
Net Carrying Amount | [1] | 2,887,867 | 47,031 | |
Goodwill, Impairment Loss | 0 | 0 | $ 0 | |
Swift Truckload Goodwill | ||||
Goodwill [Line Items] | ||||
Net Carrying Amount | [1] | 1,150,012 | 0 | |
Swift Dedicated Goodwill | ||||
Goodwill [Line Items] | ||||
Net Carrying Amount | [1] | 779,335 | 0 | |
Swift Refrigerated Goodwill | ||||
Goodwill [Line Items] | ||||
Net Carrying Amount | [1] | 650,613 | 0 | |
Swift Intermodal Goodwill | ||||
Goodwill [Line Items] | ||||
Net Carrying Amount | [1] | 175,594 | 0 | |
Swift Non-Reportable Goodwill | ||||
Goodwill [Line Items] | ||||
Net Carrying Amount | [1] | 85,292 | 0 | |
Knight Trucking Goodwill | ||||
Goodwill [Line Items] | ||||
Net Carrying Amount | [1] | $ 47,021 | $ 47,031 | |
[1] | Except for the net accumulated amortization related to deferred tax assets in the Knight Trucking segment, the net carrying amount and gross carrying amount are equal since there are no accumulated impairment losses. |
Goodwill and Other Intangible78
Goodwill and Other Intangible Assets Schedule of Intangible Assets, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Customer Relationships: | ||
Gross carrying value | $ 820,200 | $ 3,700 |
Accumulated amortization | (14,497) | (1,125) |
Customer relationships, net | 805,703 | 2,575 |
Trade Name: | ||
Gross carrying value | 635,200 | 0 |
Intangible assets, net | $ 1,440,903 | $ 2,575 |
Goodwill and Other Intangible79
Goodwill and Other Intangible Assets Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Finite-Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | $ 13,372 | $ 500 | $ 500 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 41,900 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 41,900 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 41,800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 41,800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 41,700 | ||
Intangible assets related to the 2017 Merger [Member] | |||
Schedule of Finite-Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | $ 12,872 | 0 | 0 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 19 years 10 months 24 days | ||
Intangible Assets Prior to the 2017 Merger [Member] | |||
Schedule of Finite-Lived Intangible Assets Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | $ 500 | $ 500 | $ 500 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years 7 months 6 days |
Accrued Payroll and Purchased80
Accrued Payroll and Purchased Transportation and Accrued Liabilities Accrued Payroll and Purchased Transportation and Accrued Liabilities (Accrued payroll and purchased transportation) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Employee compensation | [1] | $ 58,438,000 | $ 7,877,000 | |
Accrued purchased transportation | 48,579,000 | 17,140,000 | ||
Accrued payroll and purchased transportation | $ 107,017,000 | 25,017,000 | ||
Defined Contribution Plan Employer Contribution Vesting Period | 5 years | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 1,600 | |||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 3.00% | |||
Defined Contribution Plan, Cost Recognized | $ 3,900,000 | 1,200,000 | $ 800,000 | |
Matching contributions liability | $ 6,800,000 | $ 100,000 | ||
Minimum [Member] | ||||
Defined Contribution Plan Eligible Age for Employee | 18 years | |||
Maximum [Member] | ||||
Defined Contribution Plan Eligible Age for Employee | 21 years | |||
[1] | ccrued payroll includes accruals related to the various 401(k) plans the Company offers to its employees. In order to qualify for these plans, employees must meet the minimum age requirement (18 – 21 years) and have completed six months of service with the Company. Employees' rights to employer contributions are fully vested after five years from their date of employment. The plans offer either mandatory matching contributions, capped at $1,600 annually per employee, or discretionary matching contributions, capped at 3% of an employee's compensation. The Company's employee benefits expense for matching contributions related to the 401(k) plans was approximately $3.9 million, $1.2 million, and $0.8 million in 2017, 2016, and 2015, respectively. This expense was included in "Salaries, wages, and benefits" in the consolidated income statements. As of December 31, 2017 and 2016, the balance included $6.8 million and $0.1 million, respectively, in respect to matching contributions for the 401(k) plans. |
Accrued Payroll and Purchased81
Accrued Payroll and Purchased Transportation and Accrued Liabilities (Accrued liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |||
Accrued legal | [1] | $ 121,453 | $ 3,006 |
Other | 64,623 | 13,716 | |
Accrued liabilities | $ 186,076 | $ 16,722 | |
[1] | See Note 19 for further details regarding the Company's legal accruals. |
Claims Accruals (Details)
Claims Accruals (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Claims accruals | $ 353,429 | $ 31,923 |
Less: current portion of claims accruals | (147,285) | (18,633) |
Claims accruals – less current portion | 206,144 | 13,290 |
Auto and collision liability [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Claims accruals | 204,400 | 21,474 |
Workers' compensation liability [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Claims accruals | 126,563 | 7,935 |
Owner-operator claims liability [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Claims accruals | 15,236 | 0 |
Cargo damage liability [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Claims accruals | 4,047 | 0 |
Employee medical reserves [Member] | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Claims accruals | $ 3,183 | $ 2,514 |
Income Taxes (Income Tax Expens
Income Taxes (Income Tax Expense (Benefit) ) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current expense: | |||
Federal | $ 4,868 | $ 43,638 | $ 41,549 |
State | 8,337 | 8,500 | 4,966 |
Foreign | 133 | 0 | 0 |
Current expense (benefit), Total | 13,338 | 52,138 | 46,515 |
Deferred (benefit) expense: | |||
Federal | (323,326) | 6,789 | 19,666 |
State | 17,731 | (1,335) | 1,866 |
Foreign | 541 | 0 | 0 |
Deferred expense (benefit), Total | (305,054) | 5,454 | 21,532 |
Income tax expense | $ (291,716) | $ 57,592 | $ 68,047 |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax rate reconciliation [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Computed expected tax expense | $ 67,798 | $ 53,490 | $ 65,277 |
Increase (decrease) in income taxes resulting from: | |||
State income taxes, net of federal income tax benefit | 4,871 | 4,657 | 4,441 |
Statutory rate change effect on deferred tax benefit | (367,000) | 0 | 0 |
Other | 2,615 | (555) | (1,671) |
Income tax expense | $ (291,716) | $ 57,592 | $ 68,047 |
Income Taxes (Components Of Net
Income Taxes (Components Of Net Deferred Tax Asset (Liability) ) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Self-insurance accruals | $ 70,564 | $ 11,355 |
Allowance for doubtful accounts | 5,117 | 1,133 |
Amortization of stock options | 4,717 | 3,101 |
Accrued liabilities | 37,654 | 1,388 |
Vacation accrual | 3,585 | 0 |
Other | 7,227 | 2,345 |
Total deferred tax assets | 128,864 | 19,322 |
Valuation allowance | 0 | 0 |
Total deferred tax assets, net | 128,864 | 19,322 |
Deferred tax liabilities: | ||
Property and equipment, principally due to differences in depreciation | (429,917) | (192,363) |
Prepaid taxes, licenses and permits deducted for tax purposes | (10,217) | (2,737) |
Intangible assets | (365,564) | 0 |
Other | (2,243) | (2,222) |
Deferred tax liabilities | (807,941) | (197,322) |
Deferred income taxes | $ (679,077) | $ (178,000) |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Unrecognized Tax Benefits) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits at beginning of year | $ 729 | $ 0 | $ 0 |
Increases for tax positions taken prior to beginning of year | 5,432 | 729 | 0 |
Increases for tax positions taken in the current year | 935 | 0 | 0 |
Unrecognized tax benefits at end of year | $ 7,096 | $ 729 | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Tax Credit Carryforward [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Federal | $ 0.2 | |
Income Tax Examination, Increase (Decrease) in Liability from Prior Year | 0 | $ 0 |
Income Tax Examination, Penalties and Interest Expense | $ 0 | $ 0 |
Minimum [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Federal and State Operating Loss Carryforwards, Expiration Date | Jan. 1, 2030 | |
Maximum [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Federal and State Operating Loss Carryforwards, Expiration Date | Dec. 31, 2032 |
Income Taxes Income Taxes Other
Income Taxes Income Taxes Other (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Cumulative Undistributed Earnings Of Foreign Subsidiaries | $ 58.7 |
Minimum [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,011 |
Open Tax Year | 2,012 |
Maximum [Member] | |
Income Tax Examination [Line Items] | |
Income Tax Examination, Year under Examination | 2,016 |
Accounts Receivable Securitiz89
Accounts Receivable Securitization (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
Schedule of Accounts Receivable Securitization [Line Items] | ||
Debt Instrument, Collateral Fee | $ 2,200 | |
2015 RSA [Member] | ||
Schedule of Accounts Receivable Securitization [Line Items] | ||
Borrowing capacity | $ 400,000 | [1] |
Final maturity date | Jan. 10, 2019 | |
Unused commitment fee rate | 35 basis points | |
Program fees on outstanding balances | one-month LIBOR + 90 basis points | |
Program fees on outstanding balances, base rate | 0.90% | |
Accordion Option Accounts Receivable Securitization | $ 75,000 | |
Debt Instrument, Interest Rate During Period | 2.10% | |
[1] | The 2015 RSA has an accordion option to increase the maximum borrowing capacity by up to an additional $75.0 million, subject to participation by the Purchasers. |
Debt And Financing Schedule of
Debt And Financing Schedule of Debt Balances by Instrument (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 364,801 | $ 0 | |
Less: current portion of long-term debt | (30) | 0 | |
Long-term debt – less current portion | 364,771 | 0 | |
Revolving line of credit | 125,000 | 18,000 | |
Long-term debt, including revolving line of credit | 489,801 | 18,000 | |
Debt Issuance Costs, Net | 600 | ||
Debt Issuance Costs, Current, Net | 0 | 0 | |
2017 Agreement, Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | [1] | 364,355 | 0 |
Debt Issuance Costs, Net | 645 | 0 | |
2013 Knight Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Revolving line of credit | 0 | 18,000 | |
Letters of Credit Outstanding, Amount | 31,300 | ||
2017 Agreement, Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Revolving line of credit | 125,000 | 0 | |
Letters of Credit Outstanding, Amount | 122,300 | ||
Other | |||
Debt Instrument [Line Items] | |||
Long-term debt | 446 | 0 | |
Line of Credit [Member] | 2013 Knight Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Revolving line of credit | [1],[2] | 0 | 18,000 |
Line of Credit [Member] | 2017 Agreement, Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Revolving line of credit | [1],[3] | $ 125,000 | $ 0 |
[1] | Refer to Note 23 for information regarding the fair value of debt. | ||
[2] | Knight also had outstanding letters of credit under the Knight Revolver of $31.3 million at December 31, 2016, issued to various regulatory authorities and insurance carriers in connection with Knight's self-insurance programs. | ||
[3] | The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $122.3 million at December 31, 2017. |
Debt And Financing Schedule o91
Debt And Financing Schedule of Debt Terms (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2017 | Sep. 29, 2017 | |
2017 Agreement, Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | ||
Final maturity date | Oct. 2, 2020 | |||
Interest rate base | LIBOR | |||
Minimum principal payment — amount | $ 0 | |||
Minimum principal payment — frequency | Once | |||
Minimum principal payment — commencement date | Oct. 2, 2020 | |||
Debt Instrument, Interest Rate During Period | 2.694% | |||
2017 Agreement, Revolver [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 800,000,000 | $ 800,000,000 | $ 1,200,000,000 | |
Final maturity date | Oct. 3, 2022 | |||
Interest rate base | LIBOR | |||
Minimum principal payment — amount | $ 0 | |||
Minimum principal payment — frequency | Once | |||
Minimum principal payment — commencement date | Oct. 3, 2022 | |||
Debt Instrument, Interest Rate During Period | 2.687% | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.125% | |||
Line of Credit Facility, Commitment Fee Percentage | 1.125% | |||
Minimum [Member] | 2017 Agreement, Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate margin | [1] | 0.88% | 0.88% | |
Minimum [Member] | 2017 Agreement, Revolver [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate margin | [1] | 0.88% | 0.88% | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.07% | |||
Maximum [Member] | 2017 Agreement, Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate margin | [1] | 1.50% | 1.50% | |
Maximum [Member] | 2017 Agreement, Revolver [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate margin | [2] | 1.50% | 1.50% | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |||
[1] | The interest rate margin for the Term Loan and Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2017, interest accrued at 2.694% on the Term Loan and 2.687% on the Revolver. | |||
[2] | The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.07% to 0.20%. As of December 31, 2017, commitment fees on the unused portion of the Revolver accrued at 0.125% and outstanding letter of credit fees accrued at 1.125%. |
Debt And Financing (Narrative)
Debt And Financing (Narrative) (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 29, 2017 | ||
Debt Instrument [Line Items] | |||||
Revolving line of credit | $ 125,000,000 | $ 18,000,000 | |||
Repayment of Outstanding Debt Balances, Cash on Hand | $ 3,400,000 | ||||
2013 Knight Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving line of credit | $ 0 | 18,000,000 | |||
Interest Rate, Percent Higher Than Previous Agreement | (0.50%) | ||||
2015 Agreement, Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Rate, Percent Higher Than Previous Agreement | (0.375%) | ||||
2017 Agreement, Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 800,000,000 | 1,200,000,000 | |||
Revolving line of credit | 125,000,000 | 0 | |||
Minimum principal payment — amount | $ 0 | ||||
Minimum [Member] | 2017 Agreement, Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | [1] | 0.88% | |||
Maximum [Member] | 2017 Agreement, Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | [2] | 1.50% | |||
Line of Credit [Member] | 2013 Knight Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 300,000,000 | ||||
Revolving line of credit | [3],[4] | $ 0 | $ 18,000,000 | ||
Line of Credit Facility, Interest Rate During Period | 1.40% | 1.32% | |||
Debt Instrument, Interest Rate, Unused Capacity Fee | 0.80% | ||||
Line of Credit [Member] | 2015 Agreement, Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 600,000,000 | ||||
Long-term Line of Credit | 35,000,000 | ||||
Line of Credit [Member] | 2017 Agreement, Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 800,000,000 | ||||
Long-term Line of Credit | 85,000,000 | ||||
Revolving line of credit | [4],[5] | $ 125,000,000 | $ 0 | ||
Loans Payable [Member] | 2015 Agreement, Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 680,000,000 | ||||
Long-term Line of Credit | 450,000,000 | ||||
Loans Payable [Member] | 2017 Agreement, Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 400,000,000 | ||||
Minimum principal payment — amount | $ 0 | ||||
London Interbank Offered Rate (LIBOR) [Member] | 2017 Agreement, Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.125% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Line of Credit [Member] | 2013 Knight Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.625% | ||||
[1] | The interest rate margin for the Term Loan and Revolver is based on the Company's consolidated leverage ratio. As of December 31, 2017, interest accrued at 2.694% on the Term Loan and 2.687% on the Revolver. | ||||
[2] | The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.07% to 0.20%. As of December 31, 2017, commitment fees on the unused portion of the Revolver accrued at 0.125% and outstanding letter of credit fees accrued at 1.125%. | ||||
[3] | Knight also had outstanding letters of credit under the Knight Revolver of $31.3 million at December 31, 2016, issued to various regulatory authorities and insurance carriers in connection with Knight's self-insurance programs. | ||||
[4] | Refer to Note 23 for information regarding the fair value of debt. | ||||
[5] | The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $122.3 million at December 31, 2017. |
Leases (Detail)
Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Leases, Capital [Abstract] | ||
Capital Leases, Net Investment in Direct Financing Leases | $ 173,700 | |
Accumulated amortization | 9,400 | |
Non Cancelable Operating Leases, Future Minimum Payments Due [Abstract] | ||
2,017 | 180,777 | |
2,019 | 122,950 | |
2,020 | 76,582 | |
2,021 | 40,547 | |
2,022 | 22,487 | |
Thereafter | 36,957 | |
Future minimum lease payments | 480,300 | |
Non Cancelable Capital Leases, Future Minimum Payments Due | ||
2,017 | 53,425 | |
2,018 | 59,618 | |
2,019 | 15,146 | |
2,020 | 30,846 | |
2,021 | 18,529 | |
Thereafter | 10,919 | |
Future minimum lease payments | 188,483 | |
Less: amounts representing interest | (12,379) | |
Present value of minimum lease payments | 176,104 | |
Less: current portion | (48,972) | $ 0 |
Capital lease obligations, long-term | 127,132 | $ 0 |
Operating Leases as Lessor [Abstract] | ||
2,018 | 75,130 | |
2,019 | 40,573 | |
2,020 | 21,914 | |
2,021 | 7,504 | |
2,022 | 239 | |
Thereafter | 0 | |
Future minimum lease payments receivable | $ 145,360 |
Purchase Commitments (Details)
Purchase Commitments (Details) $ in Millions | Dec. 31, 2017USD ($) |
Capital Addition Purchase Commitments [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Due in Next Twelve Months | $ 229.6 |
Purchase Obligation, Due in Second and Third Year | 0 |
Purchase Obligation, Due in Fourth and Fifth Year | 0 |
Purchase Obligation, Due after Fifth Year | 0 |
Capital Addition Purchase Commitments of Tractors [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Due in Next Twelve Months | 195.4 |
Non revenue equipment purchase commitments [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Due in Next Twelve Months | 6 |
Purchase Obligation, Due in Second and Third Year | $ 0 |
Contingencies and Legal Proce95
Contingencies and Legal Proceedings (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual | $ 121.5 | |
Washington Overtime Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Allegations | The plaintiffs allege one or more of the following, pertaining to Washington state-based driving associates: that Swift 1) failed to pay minimum wage; 2) failed to pay overtime; 3) failed to pay all wages due at established pay periods; 4) failed to provide proper meal and rest periods; 5) failed to provide accurate wage statements; and 6) unlawfully deducted from employee wages. The plaintiffs seek unpaid wages, exemplary damages, interest, other costs, and attorneys’ fees. | |
Loss Contingency, Opinion of Counsel | On August 29, 2017, the parties in the Slack case reached a settlement. The parties are currently disputing the scope of the settlement release. The likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. | |
Washington Overtime Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | Washington Overtime Class Action [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Name of Plaintiff | Troy Slack (1) | [1] |
Loss Contingency, Name of Defendant | Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation | |
Loss Contingency, Lawsuit Filing Date | September 9, 2011 | |
Loss Contingency, Domicile of Litigation | United States District Court for the Western District of Washington | |
Ninth Circuit Owner-operator Misclassification Class Actions [Member] | Independent-Contractor Matters [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Allegations | The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. | |
Loss Contingency, Opinion of Counsel | In January 2017, the district court issued an order finding that the plaintiffs had signed contracts of employment and thus the case could properly proceed in court, instead of arbitration. Swift has appealed this decision to the Ninth Circuit and the parties have discussed settlement. Based on the above, the likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. | |
Ninth Circuit Owner-operator Misclassification Class Actions [Member] | Independent-Contractor Matters [Member] | Ninth circuit owner operator misclassification class action 1 [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Name of Plaintiff | Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew | |
Loss Contingency, Lawsuit Filing Date | December 22, 2009 | |
Loss Contingency, Domicile of Litigation | Unites States District Court of Arizona and Ninth Circuit Court of Appeals | |
Utah Collective and Individual Arbitration [Member] | Independent-Contractor Matters [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Allegations | The plaintiffs allege that the Central Parties (defined below) misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. | |
Loss Contingency, Opinion of Counsel | In October 2016, the arbitrator ruled that approximately 1,300 Central Refrigerated Service, Inc. drivers should have been classified as employees, not independent contractors. The arbitrator ruled that damages could ultimately be assessed in a collective proceeding and denied Swift's motion to decertify the collective proceeding. On April 14, 2017, the parties reached a settlement of the matter. The parties are currently pursuing court approval of that settlement. The likelihood that a loss has been incurred is probable and estimable, and has accordingly been accrued. | |
Utah Collective and Individual Arbitration [Member] | Independent-Contractor Matters [Member] | Utah Collective And Individual Arbitration 1 [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Name of Plaintiff | Gabriel Ciluffo, Kevin Shire, and Bryan Ratterree (1) | |
Loss Contingency, Name of Defendant | Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes (the "Central Parties"), as well as Swift Transportation Company | |
Loss Contingency, Lawsuit Filing Date | June 1, 2012 | |
Loss Contingency, Domicile of Litigation | American Arbitration Association | |
[1] | ndividually and on behalf of all others similarly situated. |
Contingencies and Legal Proce96
Contingencies and Legal Proceedings Contingencies and Legal Proceedings (Self Insurance) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2016 | Mar. 30, 2016 | |
Knight Transportation Company [Member] | |||
Loss Contingencies [Line Items] | |||
Self Insurance Coverage Per Claim | $ 130 | ||
Insurance Aggregate Deductible Amount | 2.5 | ||
Self Insurance Retention Workers Compensation Claims Per Occurrence | $ 1 | $ 0.5 | |
Self Retention For Employee Medical Health | 0.2 | ||
Knight Transportation Company [Member] | Policy Period, March 1, 2016 to March 1, 2017 [Member] | |||
Loss Contingencies [Line Items] | |||
Self Insurance Retention | 2.5 | ||
Knight Transportation Company [Member] | Policy Period, March 1, 2017 to March 1, 2018 [Member] | |||
Loss Contingencies [Line Items] | |||
Self Insurance Retention | 1 | ||
Knight Transportation Company [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Self Insurance Retention | 1 | ||
Knight Transportation Company [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Self Insurance Retention | 3 | ||
Self Insurance Aggregate Losses | 1.5 | ||
Swift Transportation Company [Member] | |||
Loss Contingencies [Line Items] | |||
Self Insurance Retention | 10 | ||
Self Insurance Coverage Per Claim | 250 | ||
Self Insurance Aggregate Coverage | 350 | ||
Self Insurance Retention Workers Compensation Claims Per Occurrence | $ 5 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Amount remaining | $ 62,900,000 | ||
Common Stock, Conversion Basis | One-for-one | One-for-one | |
Stock Repurchased and Retired During Period, Value | $ 39,873,000 | $ 45,345,000 | |
Knight Repurchase Plan [Member] | |||
Class of Stock [Line Items] | |||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 10,000 | ||
Company shares repurchased, shares | 1,600 | 1,500 | |
Repurchase Program authorized February 22, 2016 [Member] | |||
Class of Stock [Line Items] | |||
Stock Repurchase Program, Authorized Amount | $ 150,000,000 | ||
Stock Repurchased and Retired During Period, Value | $ 0 | ||
Parent [Member] | Knight Repurchase Plan [Member] | |||
Class of Stock [Line Items] | |||
Stock Repurchased and Retired During Period, Value | $ 39,873,000 | $ 45,345,000 |
Stock-based Compensation Stock-
Stock-based Compensation Stock-based Compensation (2017 Merger Impact) (Details) - USD ($) $ in Thousands | Sep. 08, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ 27,506 | |||||
Allocated Share-based Compensation Expense | 6,390 | $ 4,041 | $ 7,012 | |||
Knight-Swift Merger [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ 6,300 | |||||
Allocated Share-based Compensation Expense | $ 1,000 | |||||
Equity Awards [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 6,242 | [1] | $ 4,041 | $ 7,012 | ||
Equity Awards [Member] | Knight-Swift Merger [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Business Combination, Equity Interest Earned | $ 13,100 | |||||
[1] | Includes awards granted to executive management in November 2017 that ultimately settle in cash upon fulfilling a requisite service period (for restricted stock units) and fulfilling a requisite service period and achieving performance targets (for performance units) |
Stock-based Compensation (Stock
Stock-based Compensation (Stock-based Compensation Expense) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 6,390 | $ 4,041 | $ 7,012 | |
Income tax benefit | 2,415 | 1,515 | 2,630 | |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,788 | 1,734 | 1,061 | |
Restricted Stock Units Excluding Liability Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 4,004 | 1,506 | 4,038 | |
Performance Shares Excluding Liability Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 450 | [1] | 801 | 1,913 |
Equity Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 6,242 | [1] | 4,041 | 7,012 |
Liability Award [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 148 | [1] | $ 0 | $ 0 |
[1] | Includes awards granted to executive management in November 2017 that ultimately settle in cash upon fulfilling a requisite service period (for restricted stock units) and fulfilling a requisite service period and achieving performance targets (for performance units) |
Stock-based Compensation (Compe
Stock-based Compensation (Compensation Costs Not Yet Recognized) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense | $ 27,506 |
Weighted Average Period | 2 years 4 months 4 days |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense | $ 3,878 |
Weighted Average Period | 1 year 9 months 22 days |
Restricted Stock Units Excluding Liability Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense | $ 19,156 |
Weighted Average Period | 2 years 4 months 4 days |
Performance Shares Excluding Liability Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense | $ 1,303 |
Weighted Average Period | 3 years 1 month 3 days |
Liability Award [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense | $ 3,169 |
Weighted Average Period | 2 years 8 months 13 days |
Stock-based Compensation Sto101
Stock-based Compensation Stock-based compensation expense (Stock Awards Granted) (Details) - shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 886,243 | 764,221 | 769,811 | |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 497,421 | 569,480 | 590,141 | |
Restricted Stock Units Excluding Liability Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 266,958 | 17,000 | 13,950 | |
Performance Shares Excluding Liability Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 44,244 | 177,741 | 165,720 | |
Equity Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 808,623 | 764,221 | 769,811 | |
Liability Award [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | [1] | 77,620 | 0 | 0 |
Performance units (liability) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 46,572 | |||
Restricted Stock Units Liability [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 31,048 | |||
[1] | Includes 46,572 performance units and 31,048 restricted stock units. |
Stock-based Compensation (Summa
Stock-based Compensation (Summary Of Activity Related To Stock Options) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Shares Under Option | ||||
Stock options outstanding | 1,737,400 | |||
Granted | 886,243 | 764,221 | 769,811 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Assumed Stock Options, Weighted Average Exercise Price | $ 21.93 | |||
Exercised | (589,020) | (708,244) | (594,673) | |
Expired | (24,552) | |||
Forfeited | (190,424) | |||
Stock options outstanding | 1,959,291 | 1,737,400 | ||
Aggregate number of stock options expected to vest at a future date | 969,965 | |||
Exercisable | 918,594 | |||
Weighted Average Exercise Price | ||||
Stock options outstanding | $ 23.19 | |||
Granted | $ 33.35 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Assumed Stock Options | 528,466 | |||
Exercised | $ 21.44 | |||
Expired | 24.44 | |||
Forfeited | 27.96 | |||
Stock options outstanding | 25.48 | $ 23.19 | ||
Aggregate number of stock options expected to vest at a future date | 29 | |||
Exercisable | $ 21.29 | |||
Weighted Average Remaining Contractual Term | ||||
Stock options outstanding | 3 years 2 months 11 days | 2 years 10 months 20 days | ||
Aggregate number of stock options expected to vest at a future date | 3 years 5 months 21 days | |||
Exercisable | 2 years 9 months 23 days | |||
Aggregate Intrinsic Value | ||||
Stock options outstanding | [1] | $ 17,200 | ||
Stock options outstanding | [1] | 35,779 | $ 17,200 | |
Aggregate number of stock options expected to vest at a future date | [1] | 14,283 | ||
Exercisable | [1] | $ 20,428 | ||
Share Price | $ 43.72 | $ 32.83 | ||
Employee Stock Option [Member] | ||||
Shares Under Option | ||||
Granted | 497,421 | 569,480 | 590,141 | |
[1] | The aggregate intrinsic value was computed using the closing share price on December 29, 2017 of $43.72 and on December 30, 2016 of $32.83, as applicable. |
Stock-based Compensation (Weigh
Stock-based Compensation (Weighted Average Assumptions) (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Dividend yield | [1] | 0.72% | 0.99% | 0.80% |
Risk-free rate of return | [2] | 1.49% | 0.90% | 0.98% |
Expected volatility | [3] | 27.95% | 27.91% | 25.88% |
Expected term (in years) | 3 years 2 months 20 days | 2 years 8 months | 2 years 8 months | |
Weighted average fair value of stock options granted | $ 6.78 | $ 4.28 | $ 5 | |
[1] | The dividend yield assumption is based on Knight's historical experience and anticipated future dividend payouts. | |||
[2] | The risk-free interest rate assumption is based on the United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the stock option award. | |||
[3] | Expected volatility of the Company's Class A common stock is determined based on Knight's historical data. |
Stock-based Compensation (Su104
Stock-based Compensation (Summary Of Exercise Of Stock Options) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of stock options exercised | 589,020 | 708,244 | 594,673 |
Intrinsic value of stock options exercised | $ 8,792 | $ 7,100 | $ 8,300 |
Cash received upon exercise of stock options | 13,159 | 13,188 | 9,930 |
Income tax benefit | $ 1,833 | $ 1,847 | $ 3,175 |
Stock-based Compensation (Statu
Stock-based Compensation (Status of Nonvested Stock Options) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | |||
Granted | 886,243 | 764,221 | 769,811 |
Weighted Average Fair Value | |||
Granted | $ 6.78 | $ 4.28 | $ 5 |
Employee Stock Option [Member] | |||
Shares | |||
Nonvested | 1,131,773 | ||
Granted | 497,421 | 569,480 | 590,141 |
Vested | (398,073) | ||
Forfeited | (190,424) | ||
Nonvested | 1,040,697 | 1,131,773 | |
Weighted Average Fair Value | |||
Nonvested at January 1, 2017 | $ 4.39 | ||
Granted | 6.78 | ||
Vested | 4.18 | ||
Forfeited | 5.10 | ||
Nonvested at December 31, 2017 | $ 5.49 | $ 4.39 | |
Total fair value of shares vested | $ 1.7 | $ 1.4 | $ 0.8 |
Stock-based Compensation (Restr
Stock-based Compensation (Restricted Stock Award Grant) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 886,243 | 764,221 | 769,811 |
RSUs and restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted | 298,006 |
Stock-based Compensation Sto107
Stock-based Compensation Stock-based Compensation (Rollforward of Nonvested Restricted Stock Awards) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Shares | ||||
Granted | 886,243 | 764,221 | 769,811 | |
Weighted Average Fair Value | ||||
Granted | $ 6.78 | $ 4.28 | $ 5 | |
RSUs and restricted stock | ||||
Shares | ||||
Nonvested | 686,786 | |||
Granted | 298,006 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Assumed Stock Units | 168,488 | |||
Vested | (126,871) | |||
Forfeited | (46,692) | |||
Nonvested | 979,717 | [1] | 686,786 | |
Weighted Average Fair Value | ||||
Nonvested at January 1, 2017 | $ 16.46 | |||
Granted | 36.44 | |||
Vested | 16.77 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Assumed Stock Units, Weighted Average Grant Date Fair Value | 40.85 | |||
Forfeited | 23.59 | |||
Nonvested at December 31, 2017 | $ 26.59 | [1] | $ 16.46 | |
[1] | The fair value of each restricted stock unit is based on the closing market price on the grant date, except for the Swift restricted stock unit awards assumed, which were re-measured at the Merger Date. |
Stock-based Compensation (Rollf
Stock-based Compensation (Rollforward of Nonvested Performance Shares) (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | ||
Shares | |||||
Granted | 886,243 | 764,221 | 769,811 | ||
Weighted Average Fair Value | |||||
Granted | $ 6.78 | $ 4.28 | $ 5 | ||
Performance units | |||||
Shares | |||||
Nonvested | 508,478 | ||||
Granted | 90,816 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Assumed Stock Units | 56,817 | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Earned And Vested Above Target | 21,117 | ||||
Vested | [1] | (519,483) | |||
Forfeited | (10,112) | ||||
Nonvested | 147,633 | 508,478 | |||
Weighted Average Fair Value | |||||
Nonvested at January 1, 2017 | $ 25.60 | ||||
Granted | 40.81 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Assumed Stock Units, Weighted Average Grant Date Fair Value | 40.85 | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Earned And Vested Above Target, In Period Weighted Average Grant Date Fair Value | 23.85 | ||||
Vested | [1] | 25.53 | |||
Forfeited | 25.40 | ||||
Nonvested at December 31, 2017 | $ 35.34 | $ 25.60 | |||
Requisite service period for performance shares | 3 years | ||||
[1] | The performance measurement period for performance units granted in 2017 is January 1, 2018 to December 31, 2020 (three full calendar years). These awards will vest one month following the expiration of the performance measurement period. |
Stock-based Compensation Sto109
Stock-based Compensation Stock-based Compensation (Performance unit fair value assumptions) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend yield | [1] | 0.72% | 0.99% | 0.80% |
Expected volatility | [2] | 27.95% | 27.91% | 25.88% |
Risk-free rate of return | [3] | 1.49% | 0.90% | 0.98% |
Expected term (in years) | 3 years 2 months 20 days | 2 years 8 months | 2 years 8 months | |
Performance units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend yield | [4] | 0.59% | 0.99% | 0.80% |
Expected volatility | [5] | 31.28% | 27.95% | 23.18% |
Average peer volatility | [5] | 28.45% | 34.37% | 30.70% |
Average peer correlation coefficient | [6] | 60.00% | 60.00% | 49.00% |
Risk-free rate of return | [7] | 1.88% | 0.89% | 0.78% |
Expected term (in years) | [8] | 3 years 25 days | 2 years 10 months 2 days | 2 years 7 months 18 days |
Weighted-average fair value of performance units granted | $ 40.81 | $ 23.89 | $ 29.30 | |
[1] | The dividend yield assumption is based on Knight's historical experience and anticipated future dividend payouts. | |||
[2] | Expected volatility of the Company's Class A common stock is determined based on Knight's historical data. | |||
[3] | The risk-free interest rate assumption is based on the United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the stock option award. | |||
[4] | The dividend yield, used to project stock price to the end of the performance period, is based on the Knight's historical experience and future expectation of dividend payouts. Total stockholder return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a 0% dividend yield. | |||
[5] | Management (or peer company) estimated volatility using Knight's (or peer company's) historical share price performance over the remaining performance period as of the grant date. | |||
[6] | The correlation coefficients are used to model the way in which each entity tends to move in relation to each other; the correlation assumptions were developed using the same stock price data as the volatility assumptions. | |||
[7] | The risk-free interest rate assumption is based on United States Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the performance award. | |||
[8] | Since the Monte Carlo Simulation valuation is an open form model that uses an expected life commensurate with the performance period, the expected life of the performance units was assumed to be the period from the grant date to the end of the performance period. |
Stock-based Compensation (Narra
Stock-based Compensation (Narrative) (Detail) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
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% | ||
Number of shares purchased by the employees | 8 | ||
2012 ESPP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 1,400 | ||
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% | ||
Weighted-average fair value of the shares purchased | $ 39.47 | ||
Number of additional shares authorized for issuance | 1,200 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum contractual term for the options granted | 10 years | 10 years | |
Vesting rights rate | 33.30% | ||
Performance units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period for performance shares | 3 years | ||
Class A Common Stock [Member] | 2014 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares remaining available | 2,900 |
Weighted Average Shares Outs111
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Earnings Per Share [Abstract] | ||||
Basic weighted average common shares outstanding | 110,657 | 80,362 | 81,491 | |
Dilutive effect of stock options | 1,040 | 866 | 976 | |
Diluted weighted average common shares outstanding | 111,697 | 81,228 | 82,467 | |
Anti-dilutive shares excluded from diluted earnings per share | [1] | 98 | 886 | 388 |
[1] | Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of Knight's common stock (for 2015 and 2016) and the Company's Class A common stock (for 2017). |
Fair Value Measurement (Carryin
Fair Value Measurement (Carrying Amounts And Estimated Fair Values Of Financial Instruments) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Financial Assets: | |||
Restricted investments, Carrying Value | $ 22,232 | $ 0 | |
Restricted investments, Estimated Fair Value | [1] | 22,208 | 0 |
Restricted Cash and Cash Equivalents, Noncurrent | 1,427 | 1,385 | |
Restricted Cash and Cash Equivalents, Noncurrent, Fair Value Disclosure | [2] | 1,427 | 1,385 |
Debt securities - municipal securities, carrying value | 1,887 | 1,903 | |
Debt securities - municipal securities, fair value | [2] | 1,887 | 1,903 |
Financial Liabilities: | |||
2017 Agreement: Term Loan, Carrying Value | 364,801 | 0 | |
Accounts receivable securitization, Carrying Value | 305,000 | 0 | |
Revolving line of credit, Carrying Value | 125,000 | 18,000 | |
Debt Issuance Costs, Net | 600 | ||
2017 Agreement, Term Loan [Member] | |||
Financial Liabilities: | |||
2017 Agreement: Term Loan, Carrying Value | [3] | 364,355 | 0 |
2017 Agreement: Term Loan, Estimated Fair Value | [4] | 365,000 | 0 |
Debt Issuance Costs, Net | 645 | 0 | |
2015 RSA [Member] | |||
Financial Liabilities: | |||
Accounts receivable securitization, Carrying Value | 305,000 | 0 | |
Accounts receivable securitization, Estimated Fair Value | 305,000 | 0 | |
2013 Knight Agreement [Member] | |||
Financial Liabilities: | |||
Revolving line of credit, Carrying Value | 0 | 18,000 | |
Revolving line of credit, Estimated Fair Value | 0 | 18,000 | |
2017 Agreement, Revolver [Member] | |||
Financial Liabilities: | |||
Revolving line of credit, Carrying Value | 125,000 | 0 | |
Revolving line of credit, Estimated Fair Value | $ 125,000 | $ 0 | |
[1] | Restricted investments are included in "Restricted investments, held to maturity, amortized cost." | ||
[2] | These instruments are trading securities and are included within "Other long-term assets, restricted cash and investments." | ||
[3] | Refer to Note 23 for information regarding the fair value of debt. | ||
[4] | The Term Loan is included in "Current portion of long-term debt" and "Long-term debt, less current portion." The carrying value is net of $0.6 million deferred loan costs as of December 31, 2017. |
Fair Value Measurement - Recurr
Fair Value Measurement - Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Fair Value Disclosure, Recurring | $ 0 | $ 0 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 1,427 | 1,385 |
Debt securities – municipal securities | 1,887 | 1,903 |
Fair Value, Measurements, Recurring [Member] | Fair Value Measurements at Reporting Date Using Level 1 Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 1,427 | 1,385 |
Debt securities – municipal securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value Measurements at Reporting Date Using Level 2 Inputs [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Debt securities – municipal securities | 1,887 | 1,903 |
Fair Value, Measurements, Recurring [Member] | Fair Value Measurements at Reporting Date Using Level 3 Inputs [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Debt securities – municipal securities | $ 0 | $ 0 |
Fair Value Measurement - Nonrec
Fair Value Measurement - Nonrecurring basis (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, Fair Value Disclosure, Nonrecurring | $ 0 | ||
Liabilities, Fair Value Disclosure, Nonrecurring | $ 0 | $ 0 | |
Software | Fair Value, Measurements, Nonrecurring [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Property, Plant, and Equipment, Fair Value Disclosure | [1] | 0 | |
Non-cash impairments of non-operating assets | [1] | (16,746,000) | |
Software | 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] | |||
Property, Plant, and Equipment, Fair Value Disclosure | [1] | 0 | |
Software | 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] | |||
Property, Plant, and Equipment, Fair Value Disclosure | [1] | 0 | |
Software | 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] | |||
Property, Plant, and Equipment, Fair Value Disclosure | [1] | 0 | |
Equipment | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Revenue Equipment | 400,000 | ||
Equipment | Fair Value, Measurements, Nonrecurring [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Property, Plant, and Equipment, Fair Value Disclosure | [2] | 350,000 | |
Non-cash impairments of non-operating assets | [2] | (98,000) | |
Equipment | 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] | |||
Property, Plant, and Equipment, Fair Value Disclosure | [2] | 0 | |
Equipment | 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] | |||
Property, Plant, and Equipment, Fair Value Disclosure | [2] | 0 | |
Equipment | 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] | |||
Property, Plant, and Equipment, Fair Value Disclosure | [2] | $ 350,000 | |
[1] | he Company terminated the implementation of the Swift ERP system in 2017. This resulted in a pre-tax impairment loss of $16.7 million, which was recorded in "Impairments" within operating income in the consolidated income statement (within Swift's non-reportable segments). | ||
[2] | Management reassessed the fair value of certain Interstate Equipment Leasing, LLC tractors as of December 31, 2017, which had a total book value of $0.4 million, determining that there was a pre-tax impairment loss of $0.1 million in 2017. The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement (within Swift's non-reportable segments). |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Services Received And Provided By Company) (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | $ 0 | |||
Received by Knight-Swift | $ 0 | |||
Receivable | $ 292,000 | $ 0 | ||
Payable | 0 | 0 | ||
Central Freight Lines, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 213,000 | |||
Payable | 0 | |||
SME Industries [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 79,000 | |||
Payable | 0 | |||
Freight Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | 436,000 | 0 | ||
Received by Knight-Swift | 0 | 0 | ||
Freight Services [Member] | Central Freight Lines, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 161,000 | 0 | |
Received by Knight-Swift | [1] | 0 | 0 | |
Freight Services [Member] | SME Industries [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 275,000 | 0 | |
Received by Knight-Swift | [1] | 0 | 0 | |
Facility and Equipment Leases [Member] | Central Freight Lines, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 245,000 | 0 | |
Received by Knight-Swift | [1] | 92,000 | 0 | |
Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | 2,819,000 | 1,433,000 | ||
Received by Knight-Swift | 604,000 | 0 | ||
Other Services [Member] | Updike Distribution and Logistics [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [2] | 2,771,000 | 1,433,000 | |
Received by Knight-Swift | [2] | 0 | 0 | |
Other Services [Member] | Other Affiliated Entities [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 48,000 | 0 | |
Received by Knight-Swift | [1] | $ 604,000 | $ 0 | |
[1] | Entities affiliated with, Board member, Jerry Moyes include Central Freight Lines, SME Industries, and Compensi Services. Transactions with these entities that are controlled by and/or are otherwise affiliated with Jerry Moyes, include freight services, facility leases, equipment sales, and other services. •Freight Services Provided by Knight-Swift — The Company charges for freight services to each of these companies for transportation services.•Freight Services Received by Knight-Swift — Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations.•Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services.•Other Services Received by Knight-Swift — Consulting fees 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 conjunction with Swift's September 8, 2016 announcement that Jerry Moyes would retire from his position as Chief Executive Officer effective December 31, 2016, Swift entered into an agreement with Mr. Moyes to memorialize the terms of his retirement, which was assumed by Knight-Swift. Swift contracted with Mr. Moyes to serve as a non-employee consultant from January 1, 2017 through December 31, 2019, during which time Swift will pay Mr. Moyes a monthly consulting fee of $0.2 million in cash.The following is a rollforward of the accrued liability for the consulting fees: (In thousands)Accrued consulting fees – Jerry Moyes, balance at September 9, 2017 (1a)$5,050Additions to accrual—Less: payments(600)Accrued consulting fees – Jerry Moyes, balance at December 31, 2017 (1a)$4,450 ____________(1a) The balance is included in "Long-term dividend payable and other long-term liabilities" (noncurrent) and "Accrued liabilities" (current) in the consolidated balance sheets, based on the timing of the expected payments | |||
[2] | Knight has an arrangement with Updike Distribution and Logistics, a company that is owned by the father and three brothers of Executive Vice President of Sales and Marketing, James Updike, Jr. The arrangement allows Updike Distribution and Logistics to purchase fuel from Knight's vendors at cost, plus an administrative fee. |
Related Party Transactions Jerr
Related Party Transactions Jerry Moyes' Retirement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2017 | ||
Restructuring and Related Activities [Abstract] | |||
Jerry Moyes' restructuring, initiation date | Sep. 8, 2016 | ||
Jerry Moyes' restructuring, completion date | Dec. 31, 2019 | ||
Monthly consulting fee | $ 200 | ||
Rollforward of accrued liability for the consulting fees [Abstract] | |||
Balance at September 9, 2017 | [1] | 5,050 | |
Additions to accrual | 0 | ||
Less: payments | (600) | ||
Balance at December 31, 2017 | [1] | $ 4,450 | |
[1] | The balance is included in "Long-term dividend payable and other long-term liabilities" (noncurrent) and "Accrued liabilities" (current) in the consolidated balance sheets, based on the timing of the expected payments. |
Information by Segment, Geog117
Information by Segment, Geography, and Customer Concentration Information by Segment, Geography, and Customer Concentration (Segment Descriptions) (Details) | 12 Months Ended |
Dec. 31, 2017Segment | |
Segment Reporting Information [Line Items] | |
Number of Reportable Segments | 6 |
Knight Trucking [Member] | |
Segment Reporting Information [Line Items] | |
Segment Reporting Information, Description of Products and Services | Knight Trucking — The Knight Trucking segment is comprised of three operating segments (Dry Van, Refrigerated, and Drayage). |
Knight Logistics [Member] | |
Segment Reporting Information [Line Items] | |
Segment Reporting Information, Description of Products and Services | Knight Logistics — The Knight Logistics segment is comprised of two operating segments (Brokerage and Intermodal). The Company also provides logistics freight management and other non-trucking services through its Knight Logistics business. |
Swift Truckload [Member] | |
Segment Reporting Information [Line Items] | |
Segment Reporting Information, Description of Products and Services | Swift Truckload — The Swift Truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada. |
Swift Dedicated [Member] | |
Segment Reporting Information [Line Items] | |
Segment Reporting Information, Description of Products and Services | Swift Dedicated — The Swift Dedicated segment devotes use of equipment to specific customers and offers tailored solutions under long-term contracts. |
Swift Refrigerated [Member] | |
Segment Reporting Information [Line Items] | |
Segment Reporting Information, Description of Products and Services | Swift Refrigerated — The Swift Refrigerated 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. |
Swift Intermodal [Member] | |
Segment Reporting Information [Line Items] | |
Segment Reporting Information, Description of Products and Services | Swift Intermodal — The Swift Intermodal segment includes revenue generated by moving freight over the rail in Swift's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations. |
Swift Non-Reportable [Member] | |
Segment Reporting Information [Line Items] | |
Segment Reporting, Description of All Other Segments | Swift Non-reportable Segments — The Swift non-reportable segments include Swift's logistics and freight brokerage services, as well as support services that Swift's subsidiaries provide to customers and independent contractors, including repair and maintenance shop services, equipment leasing and insurance. Certain of Swift's legal settlements and accruals, amortization of intangibles related to the 2017 Merger, and certain other corporate expenses are also included in the non-reportable segments. |
Information by Segment (Summary
Information by Segment (Summary Of Financial Information By Segments) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 2,425,453 | $ 1,118,034 | $ 1,182,964 | ||||||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | ||||||||
Operating income (loss) | $ 447,861 | $ 4,199 | $ 18,259 | $ 15,106 | $ 22,472 | $ 24,083 | $ 25,214 | $ 23,470 | $ 200,630 | $ 148,479 | $ 178,000 |
Percentage Of Operating Income | 100.00% | 100.00% | 100.00% | ||||||||
Depreciation and amortization of property and equipment | $ 193,733 | $ 115,660 | $ 110,523 | ||||||||
Percentage Of Depreciation | 100.00% | 100.00% | 100.00% | ||||||||
Knight Trucking [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 906,484 | $ 900,368 | $ 952,098 | ||||||||
Percentage of Revenue | 37.40% | 80.50% | 80.50% | ||||||||
Operating income (loss) | $ 92,298 | $ 136,229 | $ 162,143 | ||||||||
Percentage Of Operating Income | 46.00% | 91.70% | 91.10% | ||||||||
Depreciation and amortization of property and equipment | $ 111,536 | $ 111,242 | $ 106,491 | ||||||||
Percentage Of Depreciation | 57.60% | 96.20% | 96.40% | ||||||||
Knight Logistics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 234,155 | $ 226,912 | $ 249,365 | ||||||||
Percentage of Revenue | 9.70% | 20.30% | 21.10% | ||||||||
Operating income (loss) | $ 12,600 | $ 12,250 | $ 15,857 | ||||||||
Percentage Of Operating Income | 6.30% | 8.30% | 8.90% | ||||||||
Depreciation and amortization of property and equipment | $ 5,089 | $ 4,418 | $ 4,032 | ||||||||
Percentage Of Depreciation | 2.60% | 3.80% | 3.60% | ||||||||
Swift Truckload [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 609,112 | $ 0 | $ 0 | ||||||||
Percentage of Revenue | 25.10% | 0.00% | 0.00% | ||||||||
Operating income (loss) | $ 74,924 | $ 0 | $ 0 | ||||||||
Percentage Of Operating Income | 37.30% | 0.00% | 0.00% | ||||||||
Depreciation and amortization of property and equipment | $ 32,258 | $ 0 | $ 0 | ||||||||
Percentage Of Depreciation | 16.70% | 0.00% | 0.00% | ||||||||
Swift Dedicated [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 200,628 | $ 0 | $ 0 | ||||||||
Percentage of Revenue | 8.30% | 0.00% | 0.00% | ||||||||
Operating income (loss) | $ 22,410 | $ 0 | $ 0 | ||||||||
Percentage Of Operating Income | 11.20% | 0.00% | 0.00% | ||||||||
Depreciation and amortization of property and equipment | $ 14,381 | $ 0 | $ 0 | ||||||||
Percentage Of Depreciation | 7.40% | 0.00% | 0.00% | ||||||||
Swift Refrigerated [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 254,102 | $ 0 | $ 0 | ||||||||
Percentage of Revenue | 10.50% | 0.00% | 0.00% | ||||||||
Operating income (loss) | $ 13,626 | $ 0 | $ 0 | ||||||||
Percentage Of Operating Income | 6.80% | 0.00% | 0.00% | ||||||||
Depreciation and amortization of property and equipment | $ 11,163 | $ 0 | $ 0 | ||||||||
Percentage Of Depreciation | 5.80% | 0.00% | 0.00% | ||||||||
Swift Intermodal [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 130,441 | $ 0 | $ 0 | ||||||||
Percentage of Revenue | 5.40% | 0.00% | 0.00% | ||||||||
Operating income (loss) | $ 5,977 | $ 0 | $ 0 | ||||||||
Percentage Of Operating Income | 3.00% | 0.00% | 0.00% | ||||||||
Depreciation and amortization of property and equipment | $ 3,231 | $ 0 | $ 0 | ||||||||
Percentage Of Depreciation | 1.70% | 0.00% | 0.00% | ||||||||
Subtotal [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 2,334,922 | $ 1,127,280 | $ 1,201,463 | ||||||||
Percentage of Revenue | 96.40% | 100.80% | 101.60% | ||||||||
Operating income (loss) | $ 221,835 | $ 148,479 | $ 178,000 | ||||||||
Percentage Of Operating Income | 110.60% | 100.00% | 100.00% | ||||||||
Depreciation and amortization of property and equipment | $ 177,658 | $ 115,660 | $ 110,523 | ||||||||
Percentage Of Depreciation | 91.70% | 100.00% | 100.00% | ||||||||
Swift Non-Reportable [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 115,530 | $ 0 | $ 0 | ||||||||
Percentage of Revenue | 4.80% | 0.00% | 0.00% | ||||||||
Operating income (loss) | $ (21,205) | $ 0 | $ 0 | ||||||||
Percentage Of Operating Income | (10.60%) | 0.00% | 0.00% | ||||||||
Depreciation and amortization of property and equipment | $ 16,075 | $ 0 | $ 0 | ||||||||
Percentage Of Depreciation | 8.30% | 0.00% | 0.00% | ||||||||
Intersegment Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ (24,999) | $ (9,246) | $ (18,499) | ||||||||
Percentage of Revenue | (1.20%) | (0.80%) | (1.60%) |
Information by Geography (Narra
Information by Geography (Narrative) (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | |||
Percentage of foreign operations total revenue | 5.00% | 5.00% | 5.00% |
Long lived assets of foreign operations | 5.00% | 5.00% |
Information by Segment, Geog120
Information by Segment, Geography, and Customer Concentration Information by Customer Concentration (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% |
Sales Revenue, Net [Member] | Major Customer And Its Subsidiaries [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration Risk, Percentage | 12.50% |
Quarterly Result of Operatio121
Quarterly Result of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue before fuel surcharge | $ 1,359,420 | $ 521,608 | $ 273,243 | $ 271,182 | $ 289,098 | $ 280,530 | $ 276,318 | $ 272,088 | $ 2,179,873 | $ 1,028,148 | $ 1,061,739 |
Operating income | 447,861 | 4,199 | 18,259 | 15,106 | 22,472 | 24,083 | 25,214 | 23,470 | 200,630 | 148,479 | 178,000 |
Net income Attributable to Knight-Swift | $ 447,564 | $ 3,881 | $ 17,970 | $ 14,876 | $ 22,161 | $ 23,767 | $ 24,918 | $ 23,017 | $ 484,292 | $ 93,863 | $ 116,718 |
Basic earnings per share | $ 2.52 | $ 0.04 | $ 0.22 | $ 0.19 | $ 0.28 | $ 0.30 | $ 0.31 | $ 0.29 | $ 4.38 | $ 1.17 | $ 1.43 |
Diluted earnings per share | $ 2.50 | $ 0.04 | $ 0.22 | $ 0.18 | $ 0.27 | $ 0.29 | $ 0.31 | $ 0.28 | $ 4.34 | $ 1.16 | $ 1.42 |