Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Feb. 13, 2015 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SWFT | ||
Entity Registrant Name | SWIFT TRANSPORTATION Co | ||
Entity Central Index Key | 1492691 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $2,216,403,173 | ||
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 | 91,129,162 | ||
Class B Common Stock [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,991,938 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $105,132 | $59,178 | ||
Restricted cash | 45,621 | 50,833 | ||
Restricted investments, held to maturity, amortized cost | 24,510 | 25,814 | ||
Accounts receivable, net | 478,999 | 418,436 | ||
Equipment sales receivable | 288 | 368 | ||
Income tax refund receivable | 18,455 | 23,704 | ||
Inventories and supplies | 18,992 | 18,430 | ||
Assets held for sale | 2,907 | 19,268 | ||
Prepaid taxes, licenses, insurance and other | 51,441 | 63,958 | ||
Deferred income taxes | 44,861 | 46,833 | ||
Current portion of notes receivable | 9,202 | 7,210 | ||
Total current assets | 800,408 | 734,032 | ||
Property and equipment, at cost: | ||||
Revenue and service equipment | 2,061,835 | 1,942,423 | ||
Land | 122,835 | 117,929 | ||
Facilities and improvements | 268,025 | 248,724 | ||
Furniture and office equipment | 67,740 | 61,396 | ||
Total property and equipment | 2,520,435 | 2,370,472 | ||
Less: accumulated depreciation and amortization | 978,305 | 922,665 | ||
Net property and equipment | 1,542,130 | 1,447,807 | ||
Other assets | 41,855 | 57,166 | ||
Intangible assets, net | 299,933 | 316,747 | ||
Goodwill | 253,256 | 253,256 | ||
Total assets | 2,937,582 | 2,809,008 | ||
Current liabilities: | ||||
Accounts payable | 160,186 | 118,014 | ||
Accrued liabilities | 100,329 | 110,745 | ||
Current portion of claims accruals | 81,251 | 75,469 | ||
Long-term Debt, Current Maturities | 31,445 | 11,387 | ||
Capital Lease Obligations, Current | 42,902 | 63,669 | ||
Fair value of guarantees | 0 | 366 | ||
Current portion of fair value of interest rate swaps | 6,109 | 4,718 | ||
Total current liabilities | 422,222 | 384,368 | ||
Revolving line of credit | 57,000 | [1] | 17,000 | [1] |
Long-term debt, less current portion | 871,615 | 1,138,918 | ||
Capital lease obligations, long-term | 158,104 | 107,846 | ||
Claims accruals, less current portion | 143,693 | 118,582 | ||
Fair value of interest rate swaps, less current portion | 0 | 7,050 | ||
Deferred income taxes | 480,640 | 484,200 | ||
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount | 334,000 | 264,000 | ||
Other liabilities | 14 | 3,457 | ||
Total liabilities | 2,467,288 | 2,525,421 | ||
Commitments and contingencies (notes 13, 14 and 15) | ||||
Stockholders’ equity: | ||||
Preferred stock, par value $0.01 per share; Authorized 10,000,000 shares; none issued | 0 | 0 | ||
Additional paid-in capital | 781,124 | 759,408 | ||
Accumulated deficit | -310,017 | -471,169 | ||
Accumulated other comprehensive loss | -2,336 | -6,162 | ||
Noncontrolling interest | 102 | 102 | ||
Total stockholders’ equity | 470,294 | 283,587 | ||
Total liabilities and stockholders’ equity | 2,937,582 | 2,809,008 | ||
Class A Common Stock [Member] | ||||
Stockholders’ equity: | ||||
Common stock, value | 911 | 883 | ||
Class B Common Stock [Member] | ||||
Stockholders’ equity: | ||||
Common stock, value | $510 | $525 | ||
[1] | (1)In addition to borrowings, the Company also had outstanding letters of credit of $100.3 million under the $450.0 million Revolver at December 31, 2014 and $108.5 million under the $400.0 million Revolver at December 31, 2013, primarily related to workers' compensation and self-insurance liabilities. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 91,103,643 | 88,402,991 |
Common stock, shares outstanding | 91,103,643 | 88,402,991 |
Class B Common Stock [Member] | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares Authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 50,991,938 | 52,441,938 |
Common stock, shares outstanding | 50,991,938 | 52,441,938 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Operating revenue | $4,298,724 | $4,118,195 | $3,976,085 |
Operating expenses: | |||
Salaries, wages and employee benefits | 970,683 | 903,990 | 879,856 |
Operating supplies and expenses | 342,073 | 319,023 | 290,472 |
Fuel | 591,855 | 640,000 | 668,707 |
Purchased transportation | 1,321,268 | 1,255,646 | 1,195,033 |
Rental expense | 229,290 | 180,328 | 149,433 |
Insurance and claims | 159,246 | 142,179 | 121,655 |
Cost of Services, Depreciation and Amortization | 221,122 | 226,008 | 218,839 |
Amortization of intangibles | 16,814 | 16,814 | 16,925 |
Impairments | 2,308 | 0 | 3,387 |
Gain on disposal of property and equipment | -27,682 | -22,664 | -18,351 |
Communication and utilities | 29,871 | 25,593 | 26,464 |
Direct Taxes and Licenses Costs | 71,806 | 74,319 | 71,849 |
Total operating expenses | 3,928,654 | 3,761,236 | 3,624,269 |
Operating income | 370,070 | 356,959 | 351,816 |
Other (income) expenses: | |||
Interest expense | 80,064 | 99,534 | 122,049 |
Derivative interest expense | 6,495 | 3,852 | 5,101 |
Interest income | -2,909 | -2,474 | -2,156 |
Merger and acquisition expense | 0 | 4,913 | 0 |
Gains (Losses) on Extinguishment of Debt, before Write off of Deferred Debt Issuance Cost | -39,909 | -5,540 | -22,219 |
Impairments on non-operating assets | 0 | 0 | 5,979 |
Gain on sale of real property | 0 | -6,876 | 0 |
Other | -4,115 | -3,934 | -3,077 |
Total other (income) expenses, net | 119,444 | 100,555 | 150,115 |
Income before income taxes | 250,626 | 256,404 | 201,701 |
Income tax expense | 89,474 | 100,982 | 61,614 |
Net income | $161,152 | $155,422 | $140,087 |
Net income | |||
Basic earnings per share | $1.14 | $1.11 | $1 |
Diluted earnings per share | $1.12 | $1.09 | $1 |
Shares used in per share calculations | |||
Basic (in shares) | 141,431 | 140,179 | 139,532 |
Diluted (in shares) | 143,475 | 142,221 | 139,619 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Comprehensive Income [Abstract] | |||
Net income | $161,152 | $155,422 | $140,087 |
Other comprehensive income before income taxes: | |||
Accumulated losses on derivatives reclassified to derivative interest expense | 6,218 | 3,143 | 5,101 |
Change in fair value of interest rate swaps | 0 | -145 | -2,786 |
Other comprehensive income before income taxes | 6,218 | 2,998 | 2,315 |
Income tax effect of items of other comprehensive income | -2,392 | -958 | 1,142 |
Other comprehensive income, net of taxes | 3,826 | 2,040 | 3,457 |
Total comprehensive income | $164,978 | $157,462 | $143,544 |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholders' Equity (USD $) | Total | Central Refrigerated Service, Inc. [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] | Central Refrigerated Stockholders' Loans Receivable, Pre-Acquisition [Member] |
Class A Common Stock [Member] | Class B Common Stock [Member] | Central Refrigerated Service, Inc. [Member] | ||||||||
Beginning balance at Dec. 31, 2011 | $155,186,000 | $859,000 | $536,000 | $915,696,000 | ($728,259,000) | ($11,659,000) | $102,000 | ($22,089,000) | ||
Beginning balance, shares at Dec. 31, 2011 | 85,935,116 | 53,563,460 | ||||||||
Grant of restricted Class A common stock | 4,000 | 4,000 | ||||||||
Grant of restricted Class A common stock, shares | 11,676 | |||||||||
Exercise of stock options | 268,000 | 268,000 | ||||||||
Exercise of stock options, shares | 24,427 | |||||||||
Excess tax deficiency of stock options | -370,000 | -370,000 | ||||||||
Exercise of stock options and tax deficiency, shares | 24,427,000 | |||||||||
Conversion of Class B common stock to Class A common stock | 0 | 11,000 | -11,000 | |||||||
Conversion of Class B common stock to Class A common stock, shares | -1,068,224 | -1,068,224 | ||||||||
Shares issued under employee stock purchase plan | 134,000 | 1,000 | 133,000 | |||||||
Shares issued under employee stock purchase plan, shares | 16,221 | |||||||||
Other comprehensive income, net | 3,457,000 | 3,457,000 | ||||||||
Non-cash equity compensation | 4,886,000 | 4,886,000 | ||||||||
Central non-cash exercise of stock options | 210,000 | 210,000 | ||||||||
Distribution to Central stockholders, pre-acquisition | -13,605,000 | -13,605,000 | ||||||||
Interest on Central stockholders' loans receivable, pre-acquisition | -53,000 | -53,000 | ||||||||
Net income | 140,087,000 | 140,087,000 | ||||||||
Ending balance at Dec. 31, 2012 | 290,204,000 | 871,000 | 525,000 | 920,827,000 | -601,777,000 | -8,202,000 | 102,000 | -22,142,000 | ||
Ending balance, shares at Dec. 31, 2012 | 87,055,664 | 52,495,236 | ||||||||
Grant of restricted Class A common stock | 86,000 | 86,000 | ||||||||
Grant of restricted Class A common stock, shares | 10,480 | |||||||||
Exercise of stock options | 12,985,000 | 12,000 | 12,973,000 | |||||||
Exercise of stock options, shares | 1,210,184 | |||||||||
Excess tax deficiency of stock options | 187,000 | 187,000 | ||||||||
Exercise of stock options and tax deficiency, shares | 1,210,184,000 | |||||||||
Conversion of Class B common stock to Class A common stock | 0 | |||||||||
Conversion of Class B common stock to Class A common stock, shares | -53,298 | -53,298 | ||||||||
Shares issued under employee stock purchase plan | 960,000 | 960,000 | ||||||||
Shares issued under employee stock purchase plan, shares | 73,365 | |||||||||
Other comprehensive income, net | 2,040,000 | 2,040,000 | ||||||||
Non-cash equity compensation | 3,670,000 | 887,000 | 3,670,000 | 887,000 | ||||||
Central non-cash exercise of stock options | 0 | 3,415,000 | -3,415,000 | |||||||
Issuance of Central stockholders' loan receivable, pre-acquisition | -30,000,000 | -30,000,000 | ||||||||
Net settlements of distribution to Central stockholders in satisfaction of stockholders' loans receivable, pre-acquisition | 0 | -22,315,000 | 22,315,000 | |||||||
Distribution to Central stockholders, pre-acquisition | -2,499,000 | -2,499,000 | ||||||||
Interest on Central stockholders' loans receivable, pre-acquisition | -53,000 | -53,000 | ||||||||
Acquisition of Central, a common control entity, net of repayment of stockholders' loans receivable at closing of acquisition | -150,302,000 | -183,597,000 | 33,295,000 | |||||||
Net income | 155,422,000 | 155,422,000 | ||||||||
Ending balance at Dec. 31, 2013 | 283,587,000 | 883,000 | 525,000 | 759,408,000 | -471,169,000 | -6,162,000 | 102,000 | 0 | ||
Ending balance, shares at Dec. 31, 2013 | 88,402,991 | 52,441,938 | ||||||||
Grant of restricted Class A common stock | 315,000 | 314,000 | ||||||||
Grant of restricted Class A common stock, shares | 98,866 | |||||||||
Stock Issued During Period, Value, New Issues | 1,000 | |||||||||
Exercise of stock options | 11,488,000 | 11,000 | 11,477,000 | |||||||
Exercise of stock options, shares | 1,100,998 | 1,100,998 | ||||||||
Excess tax deficiency of stock options | 3,730,000 | 3,730,000 | ||||||||
Exercise of stock options and tax deficiency, shares | 1,100,998,000 | |||||||||
Conversion of Class B common stock to Class A common stock | 0 | 15,000 | -15,000 | |||||||
Conversion of Class B common stock to Class A common stock, shares | -1,450,000 | -1,450,000 | ||||||||
Shares issued under employee stock purchase plan | 1,116,000 | 1,000 | 1,115,000 | |||||||
Shares issued under employee stock purchase plan, shares | 50,788 | |||||||||
Other comprehensive income, net | 3,826,000 | 3,826,000 | ||||||||
Non-cash equity compensation | 5,080,000 | 5,080,000 | ||||||||
Net income | 161,152,000 | 161,152,000 | ||||||||
Ending balance at Dec. 31, 2014 | $470,294,000 | $911,000 | $510,000 | $781,124,000 | ($310,017,000) | ($2,336,000) | $102,000 | $0 | ||
Ending balance, shares at Dec. 31, 2014 | 91,103,643 | 50,991,938 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $161,152 | $155,422 | $140,087 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of property, equipment and intangibles | 237,936 | 242,822 | 235,764 |
Amortization of debt issuance costs, original issue discount, and losses on terminated swaps | 10,407 | 7,247 | 10,645 |
Gain on disposal of property and equipment, less write-off of totaled tractors | -23,236 | -21,574 | -16,674 |
Gain (Loss) on Sale of Properties | 3,018 | 6,876 | 0 |
Impairments | 2,308 | 0 | 9,366 |
Equity losses of investee | 0 | 537 | 1,007 |
Deferred income taxes | -3,980 | 102,290 | 45,753 |
Provision for losses on accounts receivable | 2,844 | 1,370 | 977 |
Non-cash loss on debt extinguishment and write-offs of deferred financing costs and original issue discount | 11,994 | 5,540 | 22,219 |
Non-cash equity compensation | 5,396 | 4,645 | 4,890 |
Income effect of mark-to-market adjustment of interest rate swaps | -155 | 805 | 0 |
Interest on Central stockholders' loan receivable, pre-acquisition | 0 | -53 | -53 |
Increase (decrease) in cash resulting from changes in: | |||
Accounts receivable | -63,407 | -16,613 | -17,534 |
Inventories and supplies | -562 | -912 | 1,484 |
Prepaid expenses and other current assets | 17,802 | -12,013 | -1,643 |
Other assets | 14,745 | 6,296 | 3,879 |
Accounts payable, accrued and other liabilities | 25,555 | 4,571 | 6,951 |
Net cash provided by operating activities | 395,781 | 473,504 | 447,118 |
Cash flows from investing activities: | |||
Decrease in restricted cash | 5,212 | 845 | 20,046 |
Change in restricted investments | 862 | -3,539 | -22,275 |
Funding of note receivable | 0 | 0 | -7,500 |
Proceeds from sale of property and equipment | 133,020 | 119,158 | 142,684 |
Capital expenditures | -305,966 | -318,271 | -314,142 |
Payments received on notes receivable | 5,481 | 3,868 | 5,948 |
Expenditures on assets held for sale | -4,053 | -18,415 | -12,040 |
Payments received on assets held for sale | 25,326 | 53,486 | 12,778 |
Payments received on equipment sale receivables | 368 | 1,450 | 5,642 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | -150,302 | 0 |
Other investing activities | 0 | 0 | -270 |
Net cash used in investing activities | -139,750 | -311,720 | -169,129 |
Cash flows from financing activities: | |||
Repayment of long-term debt and capital leases | -1,224,628 | -236,388 | -311,935 |
Proceeds from long-term debt | 900,000 | 26,267 | 11,304 |
Payment of deferred loan costs | -11,783 | -2,183 | -9,023 |
Net borrowings on revolving line of credit | 40,000 | 14,469 | -6,506 |
Borrowings under accounts receivable securitization | 119,000 | 184,000 | 255,000 |
Repayment of accounts receivable securitization | -49,000 | -124,000 | -231,000 |
Issuance of Central stockholders' loan receivable, pre-acquisition | 0 | -30,000 | 0 |
Distribution to Central stockholders, pre-acquisition | 0 | -2,499 | -13,605 |
Proceeds from exercise of stock options and issuance of employee stock purchase plan shares | 12,604 | 13,945 | 401 |
Income tax benefit (deficiency) from exercise of stock options | 3,730 | 187 | -370 |
Other financing activities | 0 | 0 | -743 |
Net cash used in financing activities | -210,077 | -156,202 | -306,477 |
Net increase (decrease) in cash and cash equivalents | 45,954 | 5,582 | -28,488 |
Cash and cash equivalents at beginning of period | 59,178 | 53,596 | 82,084 |
Cash and cash equivalents at end of period | 105,132 | 59,178 | 53,596 |
Cash paid during the period for: | |||
Interest | 89,341 | 103,238 | 121,940 |
Income taxes | 82,776 | 20,625 | 22,410 |
Non-cash investing activities: | |||
Equipment sales receivables | 288 | 1,252 | 705 |
Equipment purchase accrual | 35,831 | 7,710 | 14,361 |
Notes receivable from sale of assets | 5,431 | 8,089 | 7,784 |
Non-cash financing activities: | |||
Accrued deferred loan costs | 177 | 0 | 0 |
Capital lease additions | 101,581 | 85,094 | 38,453 |
Notes payable from purchase of revenue equipment | 0 | 0 | 3,775 |
Insurance premium and software notes payable | 37 | 9,189 | 7,694 |
Non-cash distribution to Central stockholders in satisfaction of stockholders' loans receivable, pre-acquisition | 0 | 22,315 | 0 |
Non-cash exercise of Central stock options in exchange for stockholders' loans receivable, pre-acquisition | 0 | 3,415 | 0 |
Cancellation of Central stockholders' loans receivable at closing of acquisition | $0 | $33,295 | $0 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation Description of Business and Basis of Presentation (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Description of Business and Basis of Presentation | |||||||||||||||
Certain acronyms and terms used throughout this Annual Report on Form 10-K are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document. | ||||||||||||||||
Description of Business | ||||||||||||||||
Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. As of December 31, 2014, the Company's fleet of revenue equipment included 18,836 tractors (comprised of 13,882 company tractors and 4,954 owner-operator tractors), 61,652 trailers and 9,150 intermodal containers. The Company’s four reportable segments are Truckload, Dedicated, Central Refrigerated and Intermodal. | ||||||||||||||||
Basis of Presentation | ||||||||||||||||
General — The accompanying consolidated financial statements include the accounts of Swift Transportation Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity, the Company applies the equity method of accounting. In management's opinion, the accompanying financial statements were prepared in accordance with principles generally accepted in the United States and include all adjustments necessary for the fair presentation of the periods presented. | ||||||||||||||||
Central Acquisition — On August 6, 2013, the Company entered into an SPA with the stockholders of Central, pursuant to which the Company acquired all of the outstanding capital stock of Central for aggregate consideration of approximately $225.0 million. The Company paid approximately $189.0 million in cash to the stockholders of Central and assumed approximately $36.0 million of capital lease obligations and other debt. Cash consideration was primarily funded from borrowings on the Company's then-existing credit facilities, including $85.0 million from the Company's revolving line of credit and $100.0 million from the Company's accounts receivable securitization facility. Pursuant to the SPA, within 90 days after the closing date, the Company prepared a final closing statement setting forth the final estimate of the purchase price. As a result of this process and calculation, the purchase price was increased by $2.4 million. | ||||||||||||||||
At closing, a portion of the purchase price was placed in escrow to secure payment of any post-closing adjustments to the purchase price and to secure the seller’s indemnification obligations to the Company. Jerry Moyes, Swift's Chief Executive Officer and controlling stockholder, also contributed into escrow 1,131,862 shares of Swift Class B common stock to further secure such indemnification obligations. | ||||||||||||||||
Mr. Moyes was the majority stockholder of Central prior to the Central Acquisition. Given Mr. Moyes’ interests in the temperature-controlled truckload industry, our board of directors established a special committee comprised solely of independent and disinterested directors in May of 2011 to evaluate Swift’s expansion of its temperature-controlled operations. The special committee evaluated alternative business opportunities, including organic growth and various acquisition targets, and negotiated the transaction contemplated by the SPA, with the assistance of its independent financial advisors. Upon the unanimous recommendation of the special committee, the Central Acquisition was approved by the board of directors (with Mr. Moyes not participating in the vote). | ||||||||||||||||
Given Mr. Moyes' controlling interest in both Swift and Central, the Central Acquisition was accounted for using the guidance for transactions between entities under common control as described in ASC Topic 805, Business Combinations. In accordance with ASC Topic 805-30, the Company has recognized the assets and liabilities of Central at their carrying amounts at the date of transfer. As a result, the financial statements of the Company have been recast to reflect the accounts of Central as if it had been consolidated for all previous periods presented. | ||||||||||||||||
The following financial information as of, and for the year ended, December 31, 2012 has been recast to reflect the accounts of Central as if it was consolidated as of January 1, 2012 (in thousands, except per share data): | ||||||||||||||||
31-Dec-12 | ||||||||||||||||
Swift | Central | Intercompany | ||||||||||||||
Transportation | Refrigerated | Elimination | ||||||||||||||
Company | Transportation Inc. | Entries | Total | |||||||||||||
Total current assets | $ | 674,537 | $ | 68,211 | $ | (657 | ) | $ | 742,091 | |||||||
Total assets | 2,632,178 | 160,560 | (757 | ) | 2,791,981 | |||||||||||
Total current liabilities | 323,293 | 60,813 | (657 | ) | 383,449 | |||||||||||
Total liabilities | 2,402,067 | 100,367 | (657 | ) | 2,501,777 | |||||||||||
Total stockholders' equity | 230,111 | 60,193 | (100 | ) | 290,204 | |||||||||||
2012 | ||||||||||||||||
Swift | Central | Intercompany | ||||||||||||||
Transportation | Refrigerated | Elimination | ||||||||||||||
Company | Transportation Inc. | Entries | Total | |||||||||||||
Operating revenue | $ | 3,493,182 | $ | 484,657 | $ | (1,754 | ) | $ | 3,976,085 | |||||||
Operating income | 322,046 | 29,770 | — | 351,816 | ||||||||||||
Net income | 114,589 | 25,498 | — | 140,087 | ||||||||||||
Basic earnings per share (1) | $ | 0.82 | $ | 0.18 | $ | — | $ | 1 | ||||||||
Diluted earnings per share (1) | 0.82 | 0.18 | — | 1 | ||||||||||||
Net cash provided by operating activities | $ | 406,556 | $ | 40,562 | $ | — | $ | 447,118 | ||||||||
Net cash (used in) provided by investing activities | (172,499 | ) | 3,370 | — | (169,129 | ) | ||||||||||
Net cash used in financing activities | (262,545 | ) | (43,932 | ) | — | (306,477 | ) | |||||||||
____________ | ||||||||||||||||
-1 | Represents Central's pro-forma basic and diluted earnings per share based on Swift's diluted weighted average share count for the applicable period. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | Summary of Significant Accounting Policies | |
Use of Estimates — The preparation of the consolidated financial statements, in accordance with US-GAAP, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant items subject to such estimates and assumptions include: | ||
• | carrying amount of property and equipment, intangibles and goodwill; | |
• | valuation allowances for receivables, inventories and deferred income tax assets; | |
• | valuation of financial instruments; | |
• | calculation of share-based compensation; | |
• | estimates of claims accruals; and | |
• | contingent obligations. | |
Segments — The Company uses the “management approach” to determine its reportable segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that management uses to make operating decisions. The chief operating decision makers use operating revenues, operating expense categories, operating ratios, operating income and key operating statistics to evaluate performance and allocate resources to the Company’s operations. | ||
Operating income is the measure of segment profit or loss management uses to evaluate segment performance and allocate resources, which is consistent with US-GAAP for segment reporting. It is the Company’s measure of segment performance. Operating income should not be viewed as a substitute for US-GAAP net income (loss). Management believes the presentation of operating income enhances the understanding of the Company's performance by highlighting the results of operations and the underlying profitability drivers of the business segments. Operating income is defined as operating revenues less operating expenses, before tax. | ||
Based on the unique nature of the Company's operating structure, revenue-generating assets are interchangeable between segments. Therefore, the Company does not prepare separate balance sheets by segment, as assets are not separately identifiable by segment. The Company allocates depreciation and amortization expense on its property and equipment to the segments based on the actual utilization of the asset by the segment during the period. | ||
Cash and Cash Equivalents — The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. | ||
Restricted Cash — The Company’s wholly-owned captive insurance companies, Red Rock and Mohave, maintain certain operating bank accounts, working trust accounts and investment accounts. The cash and short-term investments within the accounts are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies. Therefore, these cash and short-term investments are classified as restricted cash in the consolidated balance sheets. | ||
Restricted Investments — The Company accounts for its investments in accordance with ASC Topic 320, Investments - Debt and Equity Securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates the determination on a quarterly basis. As of December 31, 2014, all of the Company’s investments in fixed-maturity securities were classified as held-to-maturity, as the Company has the positive intent and ability to hold these securities to maturity. Held-to-maturity securities are carried at amortized cost. The amortized cost of debt securities is adjusted using the effective interest rate method for amortization of premiums and accretion of discounts. Amortization and accretion is reported in other (income) expenses in the Company’s 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 using the provisions of Topic 320, Investments – Debt and Equity Securities, related to the recognition of other-than-temporary impairments of debt securities. This guidance requires the Company to evaluate whether it intends to sell an impaired debt security or whether it is more likely than not that it will be required to sell an impaired debt security before recovery of the amortized cost basis. If either of these criteria are met, an impairment equal to the difference between the debt security’s amortized cost and its estimated fair value is recognized in earnings. For impaired debt securities that do not meet these criteria, the Company determines if a credit loss exists with respect to the impaired security. If a credit loss exists, the credit loss component of the impairment (i.e., the difference between the security’s amortized cost and the present value of projected future cash flows expected to be collected) is recognized in earnings and the remaining portion of the impairment is recognized as a component of AOCI. | ||
Inventories and Supplies — Inventories and supplies consist primarily of spare parts, tires, fuel and supplies and are stated at lower of cost or market. Cost is determined using the first-in, first-out method. | ||
Property and Equipment — Property and equipment are stated at cost. Costs to construct significant assets include capitalized interest incurred during the construction and development period. Expenditures for replacements and improvements are capitalized. Maintenance and repairs are expensed as incurred. Depreciation on property and equipment is calculated on a straight-line basis over the estimated useful lives of 5 to 40 years for facilities and improvements, 3 to 20 years for revenue and service equipment and 3 to 5 years for furniture and office equipment. Net gains on the disposal of property and equipment are presented in the consolidated income statements within operating income. | ||
Tires on revenue equipment purchased are capitalized as a component of the related equipment cost when the vehicle is placed in service and depreciated over the life of the vehicle. Replacement tires are classified as inventory and expensed when placed in service. | ||
Management evaluates its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC Topic 360, Property, Plant and Equipment. When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value, which is generally determined using discounted future cash flows. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. | ||
Intangible Assets other than Goodwill — The Company’s intangible assets other than goodwill primarily consist of acquired customer relationships and trade names. Amortization of acquired customer relationships is calculated on the 150% declining balance method over the estimated useful life of 15 years. The customer relationship contributed to the Company at May 9, 2007 is amortized over 15 years on a straight-line basis. The trade name has an indefinite useful life and is not amortized, but rather is tested for impairment at least annually, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value. | ||
Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with ASC Topic 350, Intangibles-Goodwill and Other. When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value, which is generally determined using discounted future cash flows. | ||
Goodwill — Management evaluates goodwill on an annual basis as of November 30th, or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their carrying values. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, then management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. Any amount by which the carrying value of the goodwill exceeds its implied fair value is recognized as an impairment loss. Refer to Note 24 for discussion of the results of the Company's annual evaluation as of November 30, 2014. | ||
Claims Accruals — The Company is self-insured for a portion of its auto liability, workers’ compensation, property damage, cargo damage, and employee medical expense risk. This self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage. The Company accrues for the cost of the uninsured portion of pending claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical claims development trends. The actual cost to settle our self-insured claim liabilities may differ from our reserve estimates due to legal costs, claims that have been incurred but not reported and various other uncertainties, including the inherent difficulty in estimating the severity of the claims and the potential judgment or settlement amount to dispose of the claim. | ||
Fair Value Measurements — See Note 22 for accounting policies and financial information relating to fair value measurements. | ||
Revenue Recognition — The Company recognizes operating revenues and the related direct costs of such revenue as of the date the freight is delivered, in accordance with ASC Topic 605-20-25-13, Services for Freight-in-Transit at the End of a Reporting Period. | ||
The Company recognizes operating lease revenue from leasing tractors and related equipment to owner-operators. Operating lease revenue from rental operations is recognized as earned, which is straight-lined per the rent schedules in the lease agreements. Losses from lease defaults are recognized as offsets to revenue in the amount of earned, but not collected revenue. | ||
Stock-based Compensation — The Company accounts for stock-based compensation expense using the modified prospective method under ASC Topic 718, Compensation - Stock Compensation. ASC Topic 718 requires that all share-based payments to employees and non-employee directors, including grants of employee stock options, be recognized in the financial statements based upon a grant-date fair value of an award. The Company calculates the number of awards expected to vest as awards granted, less expected forfeitures over the life of the award (estimated at grant date). Compensation expense is recorded based on amortization of the grant-date fair value over a graded vesting period. Unless a material deviation from the assumed forfeiture rate is observed during the term in which the awards are expensed, any adjustment necessary to reflect differences in actual experience is recognized in the period the award becomes payable or exercisable. See Note 17 for additional information relating to the Company’s stock compensation plan. | ||
Income Taxes — Management accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss and tax credit carryforwards, as well as differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period that includes the enactment date. | ||
A valuation allowance is provided against deferred tax assets if the Company determines it is more likely than not that such assets will not ultimately be realized. | ||
The Company does not recognize a tax benefit for uncertain tax positions unless it concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in the management's judgment, is greater than 50% likely to be realized. The Company records interest and penalties related to unrecognized tax positions in income tax expense. | ||
Derivative Instruments — All financial derivative instruments are recorded on our consolidated balance sheets at estimated fair value. Derivatives not designated as hedges are adjusted to fair value through the Company’s consolidated income statements. Depending on the nature of a derivative that is designated as a hedge, effective changes in its fair value either offset the change in fair value of the hedged assets, liabilities or firm commitments through the Company’s consolidated income statements, or are recorded in AOCI until the hedged item is recorded in the Company’s consolidated income statements. Any portion of a change in a derivative's estimated fair value that is considered to be ineffective, or is excluded from the measurement of effectiveness, is recorded immediately in income. |
Restricted_Investments
Restricted Investments | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Schedule of Investments [Abstract] | ||||||||||||||||
Investments | Restricted Investments | |||||||||||||||
These investments will be used to pay insurance claim losses incurred by the Company’s captive insurance companies, Red Rock and Mohave, and are restricted by insurance regulations. | ||||||||||||||||
The following table presents the cost or amortized cost, gross unrealized gains and losses, and estimated fair value of the Company’s restricted investments (in thousands): | ||||||||||||||||
31-Dec-14 | ||||||||||||||||
Gross Unrealized | ||||||||||||||||
Cost or Amortized Cost | Gains | Temporary | Estimated Fair Value | |||||||||||||
Losses | ||||||||||||||||
United States corporate securities | $ | 20,892 | $ | 2 | $ | (10 | ) | $ | 20,884 | |||||||
Foreign corporate securities | 1,503 | — | — | 1,503 | ||||||||||||
Negotiable certificate of deposits | 2,115 | — | — | 2,115 | ||||||||||||
Total restricted investments | $ | 24,510 | $ | 2 | $ | (10 | ) | $ | 24,502 | |||||||
December 31, 2013 | ||||||||||||||||
Gross Unrealized | ||||||||||||||||
Cost or Amortized Cost | Gains | Temporary | Estimated Fair Value | |||||||||||||
Losses | ||||||||||||||||
United States corporate securities | $ | 20,197 | $ | 2 | $ | (7 | ) | $ | 20,192 | |||||||
Foreign corporate securities | 3,502 | — | — | 3,502 | ||||||||||||
Negotiable certificate of deposits | 2,115 | — | (1 | ) | 2,114 | |||||||||||
Total restricted investments | $ | 25,814 | $ | 2 | $ | (8 | ) | $ | 25,808 | |||||||
As of December 31, 2014, the contractual maturities of the restricted investments were one year or less. There were 24 securities and 15 securities that were in an unrealized loss position for less than twelve months as of December 31, 2014 and 2013, respectively. The Company did not recognize any impairment losses for the years ended December 31, 2014 or 2013. |
Accounts_Receivable
Accounts Receivable | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Receivables [Abstract] | ||||||||||||
Accounts Receivable | Accounts Receivable, net | |||||||||||
Accounts receivable balances were as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Trade customers | $ | 457,823 | $ | 392,233 | ||||||||
Equipment manufacturers | 7,725 | 6,102 | ||||||||||
Other | 23,375 | 27,605 | ||||||||||
Total accounts receivable | 488,923 | 425,940 | ||||||||||
Less: Allowance for doubtful accounts | (9,924 | ) | (7,504 | ) | ||||||||
Accounts receivable, net | $ | 478,999 | $ | 418,436 | ||||||||
The following schedule presents the rollforward of the allowance for doubtful accounts (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance | $ | 7,504 | $ | 7,432 | $ | 6,617 | ||||||
Provision | 2,844 | 1,370 | 977 | |||||||||
Recoveries | 89 | 35 | 103 | |||||||||
Write-offs | (513 | ) | (1,333 | ) | (265 | ) | ||||||
Ending balance | $ | 9,924 | $ | 7,504 | $ | 7,432 | ||||||
See Note 11 for a discussion of the Company’s accounts receivable securitization program and the related accounting treatment. |
Assets_Held_For_Sale
Assets Held For Sale | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Text Block [Abstract] | ||||||||
Assets Held For Sale | Assets Held for Sale | |||||||
Assets held for sale balances were (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Land and facilities | $ | 288 | $ | 14,627 | ||||
Revenue equipment | 2,619 | 4,641 | ||||||
Assets held for sale | $ | 2,907 | $ | 19,268 | ||||
As of December 31, 2014 and 2013, assets held for sale are carried at the lower of depreciated cost or estimated fair value, less expected selling costs when the required criteria, as defined by ASC Topic 360, Property, Plant and Equipment, are satisfied. Depreciation ceases on the date that the held for sale criteria are met. The Company expects to sell these assets within the next 12 months. The Company did not recognize any impairment losses for the years ended December 31, 2014, 2013 or 2012. | ||||||||
During the year ended December 31, 2014, the Company sold five operating properties classified as held for sale with a carrying value of $14.5 million. As a result, the Company recognized $3.0 million in (pre-tax) gain on disposal of property and equipment in the consolidated income statements. | ||||||||
During the year ended December 31, 2013, the Company sold three non-operating properties classified as held for sale with a carrying value of $25.6 million. As a result the Company recognized $6.9 million in (pre-tax) gain on sale of real property in the consolidated income statements. Additionally, management identified facilities in Utah, Oregon, California and Georgia with a carrying value of $14.1 million as assets held for sale as of December 31, 2013. |
Equity_Investment_And_Note_Rec
Equity Investment And Note Receivable - Swift Power Services, LLC | 12 Months Ended |
Dec. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investment And Note Receivable - Swift Power Services, LLC | Equity Investment and Note Receivable - Swift Power Services, LLC |
In February 2012, the Company contributed approximately $0.5 million to SPS in return for 49.95% ownership interest. SPS was formed in 2012 for the purpose of acquiring the assets and business of three trucking companies engaged in bulk transporting of water, oil, liquids and pipe to various oil companies drilling in the Bakken shale in northwestern North Dakota. The Company accounts for its interest in SPS using the equity method. | |
Additionally, in February 2012, the Company loaned $7.5 million to SPS pursuant to a secured promissory note, which is secured by substantially all of the assets of SPS. SPS failed to make its first scheduled principal payment and quarterly interest payment to the Company on December 31, 2012, which resulted in a $6.0 million pre-tax impairment charge in the fourth quarter of 2012. As a result, this note has been placed on nonaccrual status since December 31, 2012. During the years ended December 31, 2014, 2013 and 2012, the Company recorded equity losses of $0.0 million, $0.3 million and $1.0 million, respectively, in other expense in the Company’s consolidated income statements related to its note receivable and investment in SPS, respectively. As a result of the accumulated equity losses and the impairment recorded during the year ended December 31, 2012, the net carrying value of the investment in SPS is zero as of December 31, 2014 and 2013, and the net carrying value of the note receivable is zero as of December 31, 2014 and 2013, respectively. |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities [Abstract] | ||||||||
Accrued Liabilities | Note 9 — Accrued Liabilities | |||||||
The following table presents the composition of accrued liabilities (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Employee compensation | $ | 50,398 | $ | 56,427 | ||||
Owner-operator lease purchase reserve | 10,418 | 10,335 | ||||||
Income tax accrual | 3,541 | 4,785 | ||||||
Accrued owner-operator expenses | 6,507 | 6,866 | ||||||
Deferred revenue | 1,504 | 484 | ||||||
Fuel and property taxes | 3,812 | 5,241 | ||||||
Accrued interest expense | 4,216 | 11,328 | ||||||
Other | 19,933 | 15,279 | ||||||
Accrued liabilities | $ | 100,329 | $ | 110,745 | ||||
Notes_Receivable
Notes Receivable | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Notes Receivable | Note 8 — Notes Receivable | |||||||
Notes receivable are included in "Current portion of notes receivable" and "Other assets" in the consolidated balance sheets and were comprised of (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Notes receivable due from owner-operators, with interest rates at 15%, secured by revenue equipment. Terms range from several months to three years | $ | 13,642 | $ | 13,264 | ||||
Other | 1,933 | 2,361 | ||||||
Total notes receivable | 15,575 | 15,625 | ||||||
Less: current portion | (9,202 | ) | (7,210 | ) | ||||
Long-term notes receivable | $ | 6,373 | $ | 8,415 | ||||
Claims_Accruals
Claims Accruals | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Claims Accruals [Abstract] | ||||||||
Claims Accruals | Claims Accruals | |||||||
Claims accruals represent accruals for the uninsured portion of outstanding claims at year end. The current portion reflects the amount of claims expected to be paid in the following year. The Company’s insurance program for workers’ compensation, group medical liability, auto and collision liability, physical damage and cargo damage involves self-insurance with varying risk retention levels. | ||||||||
Claims accruals were comprised of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Auto and collision liability | $ | 112,548 | $ | 102,462 | ||||
Workers’ compensation liability | 82,439 | 70,145 | ||||||
Owner-operator claims liability | 13,233 | 8,610 | ||||||
Group medical liability | 12,064 | 9,946 | ||||||
Cargo damage liability | 4,660 | 2,888 | ||||||
Claims accrual | 224,944 | 194,051 | ||||||
Less: current portion | (81,251 | ) | (75,469 | ) | ||||
Long-term claim accruals | $ | 143,693 | $ | 118,582 | ||||
Accounts_Receivable_Securitiza
Accounts Receivable Securitization | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Transfers and Servicing [Abstract] | ||||||||
Accounts Receivable Securitization | Accounts Receivable Securitization | |||||||
In June 2013, SRCII entered into the 2013 RSA with unrelated financial entities (the "Purchasers") to replace the Company's prior 2011 RSA, and to sell, on a revolving basis, undivided interests in the Company’s accounts receivable. Pursuant to the 2013 RSA, the Company’s receivable originator subsidiaries sell all of their eligible accounts receivable to SRCII, which in turn sells a variable percentage ownership interest in its accounts receivable to the Purchasers. The 2013 RSA is subject to customary fees and contains various customary affirmative and negative covenants, representations and warranties, and default and termination provisions. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the Purchasers in the facility and are unavailable to satisfy claims of the Company and its subsidiaries. As discussed in Note 1, the Company borrowed $100.0 million under the 2013 RSA to fund a portion of the cash consideration paid for the Central Acquisition. | ||||||||
The following table summarizes the key differences between the current and previous securitization programs (dollar amounts in thousands): | ||||||||
2013 RSA | 2011 RSA | |||||||
Effective | Jun-13 | Jun-11 | ||||||
Borrowing capacity (1) | $ | 375,000 | $ | 275,000 | ||||
Final maturity date | July 13, 2016 | June 8, 2014 | ||||||
Unused commitment fee rate | 35 basis points | 40 basis points | ||||||
Program fees on outstanding balances | commercial paper rates + 95 basis points | commercial paper rates + 125 basis points | ||||||
____________ | ||||||||
(1) On September 26, 2014, the Company exercised an accordion option, increasing borrowing capacity on the 2013 RSA from $325.0 million to $375.0 million. | ||||||||
The facility qualifies for treatment as a secured borrowing under ASC Topic 860, Transfers and Servicing. As such, outstanding amounts are classified as liabilities on the Company’s consolidated balance sheets. Ending balances related to the 2013 RSA were as follows (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Total available borrowing base | $ | 360,700 | $ | 300,800 | ||||
Less: Outstanding balance | (334,000 | ) | (264,000 | ) | ||||
Available balance | $ | 26,700 | $ | 36,800 | ||||
As of December 31, 2014 and December 31, 2013, interest accrues on the aggregate principal balance at a rate of 0.8% and 1.1%, respectively. Program fees and unused commitment fees are recorded in interest expense in the Company's consolidated income statements. The Company incurred program fees of $3.5 million, $3.1 million and $3.3 million, during the years ended December 31, 2014, 2013 and 2012, respectively. |
Debt_And_Financing_Transaction
Debt And Financing Transactions | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt And Financing Transactions | Debt and Financing | |||||||
Other than the Company’s accounts receivable securitization as discussed in Note 11 and its outstanding capital lease obligations as discussed in Note 13, the Company's long-term debt consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
2014 Agreement: Term Loan A, due June 2019 | $ | 500,000 | $ | — | ||||
2014 Agreement: Term Loan B, due June 2021, net of $920 OID as of December 31, 2014 | 396,080 | — | ||||||
2013 Agreement: Term Loan B-1 tranche, due December 2016 | — | 229,000 | ||||||
2013 Agreement: Term Loan B-2 tranche, due December 2017 | — | 410,000 | ||||||
Senior Notes, due November 15, 2018, net of $6,175 OID as of December 31, 2013 | — | 493,825 | ||||||
Other | 6,980 | 17,480 | ||||||
Long-term debt | 903,060 | 1,150,305 | ||||||
Less: current portion | (31,445 | ) | (11,387 | ) | ||||
Noncurrent portion of long term debt | $ | 871,615 | $ | 1,138,918 | ||||
Revolving line of credit (1) | $ | 57,000 | $ | 17,000 | ||||
Long-term debt, including revolving line of credit | $ | 960,060 | $ | 1,167,305 | ||||
____________ | ||||||||
-1 | In addition to borrowings, the Company also had outstanding letters of credit of $100.3 million under the $450.0 million Revolver at December 31, 2014 and $108.5 million under the $400.0 million Revolver at December 31, 2013, primarily related to workers' compensation and self-insurance liabilities. | |||||||
Credit Agreements | ||||||||
The Company entered into the 2014 Agreement on June 9, 2014, which included a delayed-draw first lien Term Loan A tranche, a first lien Term Loan B tranche, and a revolving credit line. The 2014 Agreement replaced the then-existing revolving credit line, as well as the first lien term loan B-1 and B-2 tranches of the 2013 Agreement, which had outstanding principal balances at closing of $229.0 million and $371.0 million, respectively. Upon closing, the Company drew $164.0 million on the Revolver and $50.0 million on the Term Loan A. The Company subsequently drew the remaining $450.0 million available on the Term Loan A to facilitate redemption of the Senior Notes in November 2014. | ||||||||
The Revolver and Term Loan A of the 2014 Agreement contain certain financial covenants with respect to a maximum leverage ratio and a minimum consolidated interest coverage ratio. The 2014 Agreement removed any financial covenants related to the term loan B tranche. Further, the 2014 Agreement removed the maximum capital expenditures covenant and also provides for improved flexibility regarding the use of proceeds from asset sales, payment of dividends, stock buybacks, and equipment financing. In addition to the financial covenants, the 2014 Agreement includes customary events of default, including a change in control default and certain affirmative and negative covenants, including, but not limited to, restrictions, subject to certain exceptions, on incremental indebtedness, asset sales, certain restricted payments (including dividends), certain incremental investments or advances, transactions with affiliates, engaging in additional business activities, and prepayments of certain other indebtedness. | ||||||||
The credit facility is secured by substantially all of the assets of the Company and is guaranteed by Swift Transportation Company, IEL, Central Refrigerated Transportation, LLC and its subsidiaries, Swift Transportation Co. and its domestic subsidiaries other than its captive insurance subsidiaries, driver academy subsidiary, and its bankruptcy-remote special purpose subsidiary. | ||||||||
The following tables present the key terms of the current and previous credit agreements (dollars in thousands): | ||||||||
2014 Agreement | Term Loan A | Term Loan B | Revolver | |||||
Maximum borrowing capacity | $500,000 | $400,000 | $450,000 | |||||
Final maturity date | June 9, 2019 | June 9, 2021 | June 9, 2019 | |||||
Interest rate base | LIBOR | LIBOR | LIBOR | |||||
LIBOR floor | —% | 0.75% | —% | |||||
Interest rate minimum margin (1) | 1.50% | 3.00% | 1.50% | |||||
Interest rate maximum margin (1) | 2.25% | 3.00% | 2.25% | |||||
Minimum principal payment - amount (2) | $5,625 | $1,000 | $— | |||||
Minimum principal payment - frequency | Quarterly | Quarterly | Once | |||||
Minimum principal payment - commencement date (2) | 31-Mar-15 | 30-Jun-14 | 30-Jun-19 | |||||
____________ | ||||||||
-1 | Interest rate margins on the Term Loan A and Revolver are based on the Company's consolidated leverage ratio. Additionally, after December 31, 2014, interest rate margins on the Term Loan B will be determined by the Company's consolidated leverage ratio, and will range from 2.75% to 3.00%. As of December 31, 2014, interest accrues at 2.16% and 3.75% on the Term Loan A and Term Loan B, respectively. | |||||||
The commitment fee for the unused portion of the Revolver is also based on the Company's consolidated leverage ratio, and ranges from 0.25% to 0.35%. As of December 31, 2014, commitment fees on the unused portion of the Revolver accrue at 0.30% and letter of credit fees accrue at 2.00%. | ||||||||
-2 | Commencing in March 2017, the minimum principal payment amount on the Term Loan A is $11.3 million. | |||||||
2013 Agreement | Term Loan B-1 | Term Loan B-2 | Revolver | |||||
Maximum borrowing capacity | $350,000 | $410,000 | $400,000 | |||||
Final maturity date | 21-Dec-16 | 21-Dec-17 | 21-Sep-16 | |||||
Interest rate base | LIBOR | LIBOR | LIBOR | |||||
LIBOR floor | —% | 1.00% | —% | |||||
Interest rate minimum margin (1) | 2.75% | 3.00% | 3.00% | |||||
Interest rate maximum margin (1) | 2.75% | 3.00% | 3.25% | |||||
____________ | ||||||||
-1 | As of December 31, 2013, interest accrued at 2.92% and 4.00% on the Company’s first lien term loan B-1 and B-2 tranches, respectively. The commitment fee for the unused portion of the $400.0 million revolving credit facility ranged from 0.25% to 0.50%, depending on the Company’s consolidated leverage ratio. | |||||||
Senior Notes | ||||||||
In November 2014, the Company redeemed, in full, the remaining $428.1 million face value of its Senior Notes. This was primarily funded with the proceeds from the Company’s Term Loan A. The Company paid 105.0% of face value, plus accrued and unpaid interest, to call the Senior Notes. While the redeemed Senior Notes incurred interest at 10.0%, the source of funds from the Term Loan A incurs interest at LIBOR plus applicable margin of 1.50% to 2.25%. The November 2014 redemption followed a series of open market purchases that occurred in the first nine months of 2014, in which the Company used cash on hand to repurchase $71.9 million in principal of the Senior Notes. Including the November 2014 redemption, the Company repurchased the entire $500.0 million in principal of the Senior Notes during 2014, at an average price of 105.58% of face value. These transactions significantly reduced Swift’s average cost of debt, as compared to the beginning of the year. | ||||||||
Payment of principal and interest on the Senior Notes was previously guaranteed by certain of the Company’s 100% owned domestic subsidiaries. Pursuant to the terms of the indenture governing the Senior Notes, the guarantees were subject to release at which time the subsidiaries no longer had indebtedness that would have required a guarantee. Thus, the Company's redemption of the Senior Notes on November 15, 2014, released the related guarantee. | ||||||||
Central Debt | ||||||||
As discussed in Note 1, the Company completed the Central Acquisition on August 6, 2013. As of December 31, 2014, and December 31, 2013, Central had outstanding principal balances of $1.2 million and $2.2 million, respectively, for various notes payable to finance companies secured by revenue equipment with due dates through May 2015. Additionally, at the closing of the Central Acquisition, the Company repaid a Central note payable to a bank secured by real estate with a due date of March 2016 including outstanding principal and accrued interest of $3.4 million. | ||||||||
Central Credit Facilities | ||||||||
On March 8, 2013, Central entered into a credit agreement ("Central 2013 Agreement") to replace its then existing Central 2011 Agreement. The Central 2013 Agreement included a $50.0 million revolving line of credit, subject to certain limits. The agreement also provided a $16.0 million term loan, which included quarterly principal payments with a balloon payment of 30.0%. The term loan accrued interest at the same rates as the revolving line of credit. As discussed in Note 1, in conjunction with the Central Acquisition on August 6, 2013, the Company repaid the outstanding principal, unpaid interest and bank fees associated with Central's revolving line of credit and term loan under the Central 2013 Agreement for aggregate payments of $38.0 million. | ||||||||
Deferred Loan Costs and Loss on Debt Extinguishment | ||||||||
Deferred loan costs of $10.4 million at December 31, 2014 and $8.9 million at December 31, 2013 were recorded in "Other assets" in the consolidated balance sheets. | ||||||||
For the year ended December 31, 2014, the $39.9 million loss on debt extinguishment related to the Company's redemption of its Senior Notes and the replacement of the 2013 Agreement with the 2014 Agreement. For the year ended December 31, 2013, the $5.5 million loss on debt extinguishment related to the Company's replacement of the 2012 Agreement with the 2013 Agreement. For the year ended December 31, 2012, the $22.2 million loss on debt extinguishment primarily related to the Company's replacement of its then-existing first lien term loan with the 2012 Agreement, as well as the call of its remaining 12.50% fixed rate notes, due 2017. |
Purchase_Commitments
Purchase Commitments | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Purchase Commitments |
As of December 31, 2014, the Company had commitments outstanding to acquire revenue equipment in 2015 for approximately $791.3 million and in 2016-2017 for approximately $379.6 million. The Company generally has the option to cancel tractor purchase orders with 60 days to 90 days notice prior to the scheduled production, although the notice period has lapsed for approximately 13.0% of the tractor commitments outstanding as of December 31, 2014. These purchases are expected to be financed by the combination of operating leases, capital leases, debt, proceeds from sales of existing equipment and cash flows from operations. | |
As of December 31, 2014, the Company had outstanding purchase commitments of approximately $3.2 million for facilities and non-revenue equipment. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies |
The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers compensation, auto collision and liability, and physical damage and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on the Company. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. | |
For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals and/or (v) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period. | |
Arizona Owner-operator Class Action Litigation | |
On January 30, 2004, a class action lawsuit was filed by Leonel Garza on behalf of himself and all similarly situated persons against Swift Transportation: Garza v. Swift Transportation Co., Inc., Case No. CV7-472 ("the Garza Complaint"). The putative class originally involved certain owner-operators who contracted with the Company under a 2001 Contractor Agreement that was in place for one year. The putative class is alleging that the Company should have reimbursed owner-operators for actual miles driven rather than the contracted and industry standard remuneration based upon dispatched miles. The trial court denied plaintiff’s petition for class certification, the plaintiff appealed and on August 6, 2008, the Arizona Court of Appeals issued an unpublished Memorandum Decision reversing the trial court’s denial of class certification and remanding the case back to the trial court. On November 14, 2008, the Company filed a petition for review to the Arizona Supreme Court regarding the issue of class certification as a consequence of the denial of the Motion for Reconsideration by the Court of Appeals. On March 17, 2009, the Arizona Supreme Court granted the Company’s petition for review, and on July 31, 2009, the Arizona Supreme Court vacated the decision of the Court of Appeals opining that the Court of Appeals lacked automatic appellate jurisdiction to reverse the trial court’s original denial of class certification and remanded the matter back to the trial court for further evaluation and determination. Thereafter, the plaintiff renewed the motion for class certification and expanded it to include all persons who were employed by Swift as employee drivers or who contracted with Swift as owner-operators on or after January 30, 1998, in each case who were compensated by reference to miles driven. On November 4, 2010, the Maricopa County trial court entered an order certifying a class of owner-operators and expanding the class to include employees. Upon certification, the Company filed a motion to compel arbitration, as well as filing numerous motions in the trial court urging dismissal on several other grounds including, but not limited to the lack of an employee as a class representative, and because the named owner-operator class representative only contracted with the Company for a three-month period under a one-year contract that no longer exists. In addition to these trial court motions, the Company also filed a petition for special action with the Arizona Court of Appeals arguing that the trial court erred in certifying the class because the trial court relied upon the Court of Appeals ruling that was previously overturned by the Arizona Supreme Court. On April 7, 2011, the Arizona Court of Appeals declined jurisdiction to hear this petition for special action and the Company filed a petition for review to the Arizona Supreme Court. On August 31, 2011, the Arizona Supreme Court declined to review the decision of the Arizona Court of Appeals. In April 2012, the trial court issued the following rulings with respect to certain motions filed by Swift: (1) denied Swift’s motion to compel arbitration; (2) denied Swift’s request to decertify the class; (3) granted Swift’s motion that there is no breach of contract; and (4) granted Swift’s motion to limit class size based on statute of limitations. On November 13, 2014, the court denied plaintiff's motion to add new class representatives for the employee class and therefore the employee class remains without a plaintiff class representative. Swift has two motions for summary judgment pending before the court: 1) to dismiss any claims related to the employee class since there is no class representative; and 2) to dismiss plaintiff's claim of breach of a duty of good faith and fair dealing. The Company intends to continue to pursue all available appellate relief supported by the record, which the Company believes demonstrates that the class is improperly certified and, further, that the claims raised have no merit. The Company retains all of its defenses against liability and damages. The final disposition of this case and the impact of such final disposition cannot be determined at this time. | |
Ninth Circuit Owner-operator Misclassification Class Action Litigation | |
On December 22, 2009, a class action lawsuit was filed against Swift Transportation and IEL: Virginia VanDusen, John Doe 1 and Joseph Sheer individually and on behalf of all other similarly situated persons v. Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew, Case No. 9-CIV-10376 filed in the United States District Court for the Southern District of New York ("the Sheer Complaint"). The putative class involves owner-operators alleging that Swift Transportation misclassified owner-operators as independent contractors in violation of the federal Fair Labor Standards Act ("FLSA"), and various New York and California state laws and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL. At present, in addition to the named plaintiffs, approximately 200 other current or former owner-operators have joined this lawsuit. Upon Swift’s motion, the matter has been transferred from the United States District Court for the Southern District of New York to the United States District Court in Arizona. On May 10, 2010, the plaintiffs filed a motion to conditionally certify an FLSA collective action and authorize notice to the potential class members. On September 23, 2010, plaintiffs filed a motion for a preliminary injunction seeking to enjoin Swift and IEL from collecting payments from plaintiffs who are in default under their lease agreements and related relief. On September 30, 2010, the District Court granted Swift’s motion to compel arbitration and ordered that the class action be stayed pending the outcome of arbitration. The District Court further denied plaintiff’s motion for preliminary injunction and motion for conditional class certification. The District Court also denied plaintiff’s request to arbitrate the matter as a class. | |
The plaintiff filed a petition for a writ of mandamus to the Ninth Circuit Court of Appeals asking that the District Court’s September 30, 2010 order be vacated. On July 27, 2011, the Ninth Circuit Court of Appeals denied the plaintiff’s petition for writ of mandamus and thereafter the District Court denied plaintiff’s motion for reconsideration and certified its September 30, 2010 order. The plaintiffs filed an interlocutory appeal to the Ninth Circuit Court of Appeals to overturn the District Court’s September 30, 2010 order to compel arbitration alleging that the agreement to arbitrate is exempt from arbitration under Section 1 of the Federal Arbitration Act (“FAA”) because the class of plaintiffs allegedly consists of employees exempt from arbitration agreements. On November 6, 2013, the Ninth Circuit Court of Appeals reversed and remanded, stating its prior published decision “expressly held that a district court must determine whether an agreement for arbitration is exempt from arbitration under Section 1 of the FAA as a threshold matter". As a consequence of this determination by the ninth Circuit Court of Appeals being different from a decision of the Eighth Circuit Court of Appeals on a similar issue, on February 4, 2014, the Company filed a petition for writ of certiorari to the U.S. Supreme Court to address whether the district court or arbitrator should determine whether the contract is an employment contract exempt from Section 1 of the Federal Arbitration Act. On June 16, 2014, the U.S. Supreme Court denied the Company’s petition for writ of certiorari. The Company intends to vigorously defend against any proceedings. The final disposition of this case and the impact of such final disposition cannot be determined at this time. | |
California Wage, Meal and Rest Employee Class Actions | |
On March 22, 2010, a class action lawsuit was filed by John Burnell, individually and on behalf of all other similarly situated persons against Swift Transportation: John Burnell and all others similarly situated v. Swift Transportation Co., Inc., Case No. CIVDS 1004377 filed in the Superior Court of the State of California, for the County of San Bernardino ("the Burnell Complaint"). On September 3, 2010, upon motion by Swift, the matter was removed to the United States District Court for the Central District of California, Case No. EDCV10-809-VAP. The putative class includes drivers who worked for Swift during the four years preceding the date of filing alleging that Swift failed to pay the California minimum wage, failed to provide proper meal and rest periods and failed to timely pay wages upon separation from employment. The Burnell Complaint was subject to a stay of proceedings pending determination of similar issues in a case unrelated to Swift, Brinker v. Hohnbaum, which was then pending before the California Supreme Court. A ruling was entered in the Brinker matter and in August 2012 the stay in the Burnell Complaint was lifted. On April 9, 2013 the Company filed a motion for judgment on the pleadings requesting dismissal of plaintiff's claims related to alleged meal and rest break violations under the California Labor Code alleging that such claims are preempted by the Federal Aviation Administration Authorization Act. On May 29, 2013, the U.S. District Court for the Central District of California granted the Company's motion for judgment on the pleadings and dismissed plaintiff's claims that are based on alleged violations of meal and rest periods set forth in the California Labor Code. Plantiff has appealed. Minimum wage claims (specifically that pay per-mile fails to compensate drivers for non-driving related services) timeliness of such pay and issue of class certification remain pending. | |
On April 5, 2012, the Company was served with an additional class action complaint alleging facts similar to those as set forth in the Burnell Complaint. This new class action is James R. Rudsell, on behalf of himself and all others similarly situated v. Swift Transportation Co. of Arizona, LLC and Swift Transportation Company, Case No. CIVDS 1200255, in the Superior Court of California for the County of San Bernardino ("the Rudsell Complaint"). The Rudsell Complaint has been stayed pending a resolution in the Burnell Complaint. | |
The issue of class certification must first be resolved before the court will address the merits of the case, and we retain all of our defenses against liability and damages pending a determination of class certification. The Company intends to vigorously defend certification of the class in both matters, as well as the merits of these matters, should the classes be certified. The final disposition of both cases and the impact of such final dispositions of these cases cannot be determined at this time. | |
California Wage and Hour Class Action | |
On September 25, 2014, a class action lawsuit was filed by Lawrence Peck on behalf of himself and all other similarly situated persons against Swift Transportation: Peck v. Swift Transportation Co. Arizona, LLC in the Superior Court of California, County of Riverside ("the Peck Complaint"). The putative class includes current and former non-exempt employee truck drivers who performed services in California within the four-year statutory period alleging that Swift failed to pay for all hours worked (specifically that pay-per-mile fails to compensate drivers for non-driving related services), failed to pay overtime, failed to properly reimburse work-related expenses, failed to timely pay wages and failed to provide accurate wage statements. | |
The issue of class certification must first be resolved before the court will address the merits of the case, and the Company retains all of its defenses against liability and damages pending a determination of class certification. The Company intends to vigorously defend certification of the class, as well as the merits, should the class be certified. The final disposition of the case and the impact of such final disposition cannot be determined at this time. | |
Washington Overtime Class Action | |
On September 9, 2011, a class action lawsuit was filed by Troy Slack on behalf of himself and all similarly situated persons against Swift Transportation: Troy Slack, et al v. Swift Transportation Co. of Arizona, LLC and Swift Transportation Corporation in the State Court of Washington, Pierce County ("the Slack Complaint"). The Slack Complaint was removed to federal court on October 12, 2011, case number 11-2-114380. The putative class includes all current and former Washington State based employee drivers during the three-year statutory period alleging that they were not paid overtime in accordance with Washington State law and that they were not properly paid for meals and rest periods. On November 23, 2013, the court entered an order on plaintiffs' motion to certify the class. The court only certified the class as it pertains to dedicated route drivers and did not certify any other class or claims, including any class related to over the road drivers (“OTR Drivers”). The court also further limited the class of dedicated drivers to only those dedicated drivers that either begin or end their shift in the state of Washington and therefore are Washington-based employees. Swift is appealing the limited certification of the Washington dedicated drivers. | |
The issue of class certification must first be resolved before the court will address the merits of the case, and the Company retains all of its defenses against liability and damages pending a determination of class certification. The Company intends to vigorously defend certification of the class, as well as the merits of these matters, should the class be certified. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time. | |
Utah Minimum Wage Collective Action | |
On October 8, 2013, a collective action lawsuit was filed by Jacob Roberts on behalf of himself and all similarly situated persons against Central Refrigerated Service, Inc., Jon Isaacson, Bob Baer and John Does 1-10: Jacob Roberts and Collective Action Plaintiffs John Does 1-10 v. Central Refrigerated Service, Inc., Jon Isaacson, Bob Baer and John Does 1-10 in the United States District Court for the District of Utah, Case No. 2;13-ev-00911-EJF ("the Roberts Complaint"). The putative nationwide class includes employees alleging that candidates for employment within the three-year statutory period in Utah were not paid proper compensation pursuant to the FLSA, specifically that the putative collective action plaintiffs were not paid the state-mandated minimum wage for orientation, travel, and training. | |
The issue of collective action certification in the Roberts Complaint must first be resolved before the court will address the merits of the case, and the Company retains all of its defenses against liability and damages, pending a determination of collective action certification. Central intends to vigorously defend against collective action certification, as well as the merits of this matter, should the collective action be certified. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time. | |
Utah Collective and Individual Arbitration | |
On June 1, 2012, a collective and class action complaint was filed by Gabriel Cilluffo, Kevin Shire and Bryan Ratterree individually and on behalf of themselves and all similarly situated persons against Central Refrigerated Services, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes: Gabriel Cilluffo, Kevin Shire and Bryan Ratterree individually and on behalf themselves and all similarly situated persons v. Central Refrigerated Services, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes in the United States District Court for the Central District of California, Case No. ED CV 12-00886 ("the Cilluffo Complaint"). The putative class involves owner-operators alleging that Central misclassified owner-operators as independent contractors in violation of the FLSA, and that such owner-operators should be considered employees. The lawsuit also raises a claim of forced labor and state law contractual claims. On September 24, 2012, the California District Court ordered that the FLSA claim proceed to collective arbitration under the Utah Uniform Arbitration Act (“UUAA”) and not the FAA. The September 24, 2012 order directed the arbitrator to determine the validity of proceeding as a collective arbitration under the UUAA, and then if the arbitrator determines that such collective action is permitted, then the arbitrator is to consider the plaintiff’s FLSA claim. On November 8, 2012, the California District Court entered a clarification order clarifying that the plaintiff’s FLSA claim was to proceed to collective arbitration under the UUAA, but the plaintiff’s forced labor claim and state law contractual claims were to proceed as individual arbitrations for those plaintiffs seeking to pursue those specific claims. Central filed a motion for reconsideration and a motion for interlocutory appeal of the California District Court’s orders, both of which were denied and the claims are proceeding to collective and individual arbitration as originally ordered. On December 9, 2013 the arbitrator determined that the issue of misclassification as it relates to the FLSA will proceed as a collective arbitration, however the plaintiffs forced labor claim and state law claims of contractual misrepresentation and breach of contract must proceed on an individual arbitration basis and not as a class. | |
Central intends to vigorously defend collective arbitration in the Cilluffo Complaint, as well as the merits of the FLSA claim and any individual arbitration matters that are filed, and proceed on the forced labor and state contract law claims. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time. | |
Environmental Notice | |
On April 17, 2009, the Company received a notice from the Lower Willamette Group ("LWG"), advising that there are a total of 250 potentially responsible parties ("PRPs"), with respect to alleged environmental contamination of the Lower Willamette River in Portland, Oregon designated as the Portland Harbor Superfund site ("the Site"), and that as a previous landowner at the Site, the Company has been asked to join a group of 60 PRPs and proportionately contribute to (i) reimbursement of funds expended by LWG to investigate environmental contamination at the Site and (ii) remediation costs of the same, rather than be exposed to potential litigation. Although the Company does not believe it contributed any contaminants to the Site, the Company was at one time the owner of property at the Site and the Comprehensive Environmental Response, Compensation and Liability Act imposes a standard of strict liability on property owners with respect to environmental claims. Notwithstanding this standard of strict liability, the Company believes our potential proportionate exposure to be minimal and not material. No formal complaint has been filed in this matter. The Company’s pollution liability insurer has been notified of this potential claim. The Company does not believe the outcome of this matter is likely to have a material adverse effect on Swift. However, the final disposition of this matter and the impact of such final disposition cannot be determined at this time. | |
Other Environmental | |
The Company's tractors and trailers are involved in motor vehicle accidents, experience damage, mechanical failures and cargo issues as an incidental part of its normal ordinary course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of December 31, 2014, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $1.0 million in the aggregate for all current and prior year claims. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | |||||||||||||
The Company has typically used pay-fixed/receive-variable interest rate swaps to reduce the Company’s aggregate exposure to interest rate risk. the Company does not enter into derivative agreements for speculative purposes. | ||||||||||||||
Swift Interest Rate Swaps | ||||||||||||||
In April 2011, as contemplated by the then existing credit facility, the Company entered into two forward-starting interest rate swap agreements with a notional amount of $350.0 million. These interest rate swaps were effective in January 2013 and have a maturity date of July 2015. On April 27, 2011 (“designation date”), the Company designated and qualified these interest rate swaps as cash flow hedges. Subsequent to the designation date, the effective portion of the changes in estimated fair value of the designated swaps was recorded in AOCI, and thereafter reclassified to derivative interest expense in the periods that the interest on the hedged debt affected earnings. The Company began accruing for hedged interest in January 2013. Refer to Note 22 for amounts and the Company's methodology related to fair value of interest rate swaps. | ||||||||||||||
On March 7, 2013, the Company entered into the 2013 Agreement, as discussed in Note 12. Due to the incorporation of a new interest rate floor provision in the 2013 Agreement, the Company concluded, as of February 28, 2013, that the outstanding interest rate swaps were no longer highly effective in achieving offsetting changes in cash flows related to the hedged interest payments. As a result, the Company de-designated the hedges as of February 28, 2013 (“de-designation date”), at which time the effective portion of the change in fair value of interest rate swaps (previously recorded in AOCI) was, and will continue to be, amortized as derivative interest expense over the period of the originally designated hedged interest payments through July 2015. Following the de-designation date, changes in fair value of the interest rate swaps are immediately recognized as derivative interest expense in the consolidated income statements. | ||||||||||||||
Central Interest Rate Swap | ||||||||||||||
In connection with the note payable to a bank due March 2016, Central entered into an interest rate swap agreement to manage its interest rate exposure. The interest rate swap agreement was designated as a cash flow hedge. The interest rate swap agreement reduced the effect of changes in interest rates on the floating rate associated with this note. The agreement effectively changed Central's interest rate exposure on this note to a fixed rate of 8.9%. In conjunction with the Central Acquisition on August 6, 2013, the Company paid $0.3 million to terminate Central's interest rate swap agreements. | ||||||||||||||
Effects on Income and AOCI | ||||||||||||||
Activities related to AOCI net of tax, are presented in the consolidated statement of stockholders' equity, and primarily pertain to derivative financial instruments. The tax effects are presented in the statements of comprehensive income. Activities related to foreign currency transactions were immaterial. | ||||||||||||||
The following table presents pre-tax gains (losses) from changes in fair value, included in AOCI and earnings (in thousands): | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Losses recognized in AOCI from cash flow hedges (effective portion) | $ | — | $ | 145 | $ | 2,786 | ||||||||
Loss reclassified from AOCI into income from cash flow hedges (effective portion) | $ | 6,218 | $ | 3,143 | $ | 5,101 | ||||||||
Loss recognized in income from de-designated derivative contracts | 277 | 709 | — | |||||||||||
Derivative interest expense | $ | 6,495 | $ | 3,852 | $ | 5,101 | ||||||||
As of December 31, 2014, $4.0 million of deferred losses on derivatives in AOCI are expected to be reclassified to earnings within the next 12 months. | ||||||||||||||
Losses on cash flow hedging, reclassified out of AOCI were as follows (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
Reclassified to: | 2014 | 2013 | 2012 | |||||||||||
Interest rate swaps | Derivative interest expense | $ | 6,218 | $ | 3,143 | $ | 5,101 | |||||||
Income tax (benefit) expense | Income tax expense | (2,220 | ) | (1,226 | ) | 1,989 | ||||||||
Net income | $ | 3,998 | $ | 1,917 | $ | 7,090 | ||||||||
Equity_and_Stockbased_Compensa
Equity and Stock-based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Stockholders' Equity | Equity and Stock-based Compensation | ||||||||||||
Common Stock | |||||||||||||
Holders of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to two votes per share on any matter to be voted on by our stockholders. Holders of Class A and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by law, except that a separate vote of each class will be required for: | |||||||||||||
• | any merger or consolidation in which holders of shares of Class A common stock receive consideration that is not identical to holders of shares of Class B common stock; | ||||||||||||
• | any amendment of Swift Transportation Company’s amended and restated certificate of incorporation or amended and restated bylaws that alters the relative rights of its common stockholders; and | ||||||||||||
• | any increase in the authorized number of shares of Class B common stock or the issuance of shares of Class B common stock, other than such increase or issuance required to effect a stock split, stock dividend, or recapitalization pro rata with any increase or issuance of Class A common stock. | ||||||||||||
Related Party Common Stock Transactions | |||||||||||||
Concurrently with the Company’s IPO in December 2010, Jerry Moyes and certain Moyes Affiliates completed a private placement by an unaffiliated special purpose trust (the “2010 Trust”) of $262.3 million of the 2010 METS, which was required to be settled with up to 23.8 million shares of the Company’s Class A common stock, or cash, on December 31, 2013. | |||||||||||||
On December 31, 2013, Mr. Moyes and the Moyes Affiliates chose to deliver 19.5 million shares of Class A common stock to settle the 2010 METS facility which were obtained by entering into a VPF contract on October 29, 2013 with Citibank, N.A. | |||||||||||||
To fulfill the VPF contract, Citibank N.A. borrowed 19.5 million shares of Class A common stock from the public market. These shares were sold to Mr. Moyes and certain Moyes Affiliates, through their ownership of M Capital II, and were held as collateral by Citibank N.A. for a new loan that facilitated the purchase of the shares. On December 31, 2013, Citibank delivered the 19.5 million Class A shares to the 2010 Trust in exchange for the 23.8 million shares of Class B common stock held by the 2010 Trust as collateral. The holders of the 2010 METS received their respective portion of 19.5 million shares of Class A common stock as settlement of the facility. Citibank N.A. now holds the 23.8 million shares of Class B common stock transferred from the 2010 Trust and an additional 2.2 million shares of Class B common stock contributed directly by Mr. Moyes and the Moyes Affiliates as collateral for the VPF contract. | |||||||||||||
Under the VPF contract, M Capital II is obligated to deliver to Citibank N.A. a variable amount of stock or cash during two twenty trading day periods beginning on January 4, 2016, and July 5, 2016, respectively. Although M Capital II may settle its obligations to Citibank N.A. in cash, any or all of the collateralized shares could be converted into Class A common stock and delivered on such dates to settle such obligations. If settled in cash, management believes Citibank N.A. would likely purchase Class A shares on the open market to settle its short position. If settled in shares, management believes Citibank N.A. would likely use the shares to settle its position. The 2013 VPF contract allows Mr. Moyes and the Moyes Affiliates to retain the same number of shares and voting percentage as they had prior to the inception of the 2013 VPF contract and the settlement of the 2010 METS facility. In addition, Mr. Moyes and the Moyes Affiliates are able to participate in future price appreciation of the Company’s common stock. | |||||||||||||
During 2014, 2013 and 2012, the Moyes Affiliates converted shares of common stock on a one-for-one basis as follows: | |||||||||||||
Transaction Date | Converted from Class B | Converted to Class A | |||||||||||
30-May-14 | (1,450,000 | ) | 1,450,000 | ||||||||||
31-Dec-13 | (53,298 | ) | 53,298 | ||||||||||
12-Mar-12 | (1,068,224 | ) | 1,068,224 | ||||||||||
Stock Plans | |||||||||||||
On March 28, 2014, the board of directors adopted the 2014 Plan, which replaced the 2007 Plan. The 2014 Plan became effective upon stockholder approval on May 8, 2014, after which date no new awards would be granted under the 2007 Plan. The 2007 Plan continues to govern all awards granted under the 2007 Plan until such awards have been exercised, forfeited, canceled or have otherwise expired or terminated. | |||||||||||||
The 2014 Plan generally contains the same features, terms and conditions as the 2007 Plan. Additionally, the 2014 Plan did not increase the number of shares of stock available for grant. | |||||||||||||
The 2014 Plan permits the payment of cash incentive compensation and authorizes the granting of stock options, stock appreciation rights, restricted stock and RSUs, performance shares and performance share units, cash-based awards, and stock-based awards to the Company's employees and non-employee directors for up to 12.0 million shares of Class A common stock. As of December 31, 2014, the aggregate number of shares remaining available under the 2014 Plan was 7.1 million. | |||||||||||||
Stock-based Compensation Expense | |||||||||||||
Stock-based compensation expense, which is included in "Salaries, wages and employee benefits" in the consolidated income statements is comprised of the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options | $ | 3,007 | $ | 3,359 | $ | 4,886 | |||||||
Restricted stock shares and RSUs | 1,600 | 887 | 4 | ||||||||||
Performance shares | 789 | 399 | — | ||||||||||
Total stock-based compensation expense | $ | 5,396 | $ | 4,645 | $ | 4,890 | |||||||
Income tax benefit | $ | 1,926 | $ | 1,788 | $ | 1,883 | |||||||
During 2010, the Company repriced approximately 4.3 million outstanding options that had exercise prices above the IPO price. These options were repriced down to the IPO price of $11.00 per share and were held by approximately 1,100 employees. This resulted in $5.6 million of incremental equity compensation expense recognized over the remaining service period of the repriced options through August 2013. | |||||||||||||
The following table presents the total unrecognized stock-based compensation expense and the expected weighted average period over which these expenses will be recognized: | |||||||||||||
December 31, 2014 | |||||||||||||
Expense | Weighted Average Period | ||||||||||||
(In thousands) | (In years) | ||||||||||||
Stock options | $ | 1,506 | 1.27 | ||||||||||
Restricted stock shares and RSUs | $ | 5,234 | 1.38 | ||||||||||
Performance shares | $ | 1,565 | 1.15 | ||||||||||
Stock Options | |||||||||||||
Stock options are the contingent right of award holders to purchase shares of Swift Transportation Company Class A common stock at a stated price for a limited time. For options granted prior to the Company's IPO in December 2010, the exercise price of options granted equaled or exceeded the estimated fair value of the common stock on the date of grant. The estimated fair value of the common stock prior to the Company’s IPO in each case was determined by management based upon a number of factors, including the Company's discounted projected cash flows, comparative multiples of similar companies, the lack of liquidity of the Company's common stock and certain risks the Company faced at the time of the valuation. Options granted prior to the Company's IPO that had an exercise price that exceeded the IPO price of $11.00 were repriced to the IPO price at the time of the IPO. For options granted after the Company’s IPO, the exercise price of options granted equaled the fair value of the Company’s common stock determined by the closing price of the Company’s Class A common stock quoted on the NYSE on the date of grant. | |||||||||||||
All options have a ten-year contractual term. The options issued prior to the Company's IPO were granted to two categories of employees. The options granted to the first category of employees vest upon the occurrence of the earliest of: (i) a sale or a change in control of the Company or, (ii) a five-year vesting period at a rate of 33 1/3% following the third anniversary date of the grant. The options granted to the second category of employees vest upon the later of (i) the occurrence of an initial public offering of the Company or (ii) a five-year vesting period at a rate of 33 1/3% following the third anniversary date of the grant. To the extent vested, both types of options become exercisable simultaneous with the closing of the earlier of (i) an initial public offering, (ii) a sale, or (iii) a change in control of the Company. The options granted in 2014 and 2013 have a vesting period of three years at a rate of 33 1/3% per year. | |||||||||||||
A summary of the activity related to stock options for the year ended December 31, 2014 was as follows: | |||||||||||||
Shares Under | Weighted Average | Weighted Average Remaining Contractual Term | Aggregate | ||||||||||
Option | Exercise Price | Intrinsic | |||||||||||
Value (1) | |||||||||||||
(In years) | (In thousands) | ||||||||||||
Outstanding at January 1, 2014 | 4,785,133 | $ | 10.7 | 5.28 | $ | 55,059 | |||||||
Granted | 175,142 | 23.3 | |||||||||||
Exercised | (1,100,998 | ) | 10.43 | ||||||||||
Expired | (7,624 | ) | 10.14 | ||||||||||
Forfeited | (86,779 | ) | 12.47 | ||||||||||
Outstanding at December 31, 2014 | 3,764,874 | $ | 11.34 | 4.68 | $ | 65,089 | |||||||
Aggregate number of stock options expected to vest at a future date as of December 31, 2014 | 1,485,666 | $ | 10.87 | 6.27 | $ | 16,846 | |||||||
Exercisable at December 31, 2014 | 2,776,536 | $ | 10.63 | 6.13 | $ | 49,973 | |||||||
____________ | |||||||||||||
-1 | The aggregate intrinsic value was computed using the closing share price on December 31, 2014 of $28.63 and on December 31, 2013 of $22.21, as applicable. | ||||||||||||
The fair value of each stock option grant is estimated on the grant date using the Black-Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the grant date. The following table presents the weighted average assumptions used to determine the fair value of stock options issued: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Dividend yield | —% | —% | —% | ||||||||||
Risk-free rate of return | 1.28% | 1.04% | 1.20% | ||||||||||
Expected volatility | 40.00% | 40.80% | 41.40% | ||||||||||
Expected term (in years) | 5.8 | 5.8 | 6.3 | ||||||||||
Weighted average fair value of stock options granted | $6.79 | $5.90 | $3.56 | ||||||||||
The dividend yield assumption is based on anticipated dividend payouts. The risk-free interest rate assumption is based on the United States Treasury yield curve at the grant date with maturity dates approximately equal to the expected life at the grant date. The Company estimates the expected volatility and expected option life assumption consistent with ASC Topic 718, Compensation - Stock Compensation. Expected volatility is based upon an analysis of historical prices of similar market capitalized trucking group participants within the Dow Jones Total United States Market Index over the expected term of the options. The Company chose a daily measurement interval for historical volatility as it believes this better depicts the nature of employee option exercise decisions being based on shorter-term trends in the price of the underlying shares, rather than on monthly price movements. As a result of the inability to predict the expected future employee exercise behavior, the Company estimated the expected term of the options using a simplified method based on contractual and vesting terms of the options. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. | |||||||||||||
The following table summarizes stock option exercise information for the years presented (in thousands, except share data): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Number of stock options exercised | 1,100,998 | 1,210,184 | 24,427 | ||||||||||
Intrinsic value of stock options exercised | $ | 15,830 | $ | 8,773 | $ | 25 | |||||||
Cash received upon exercise of stock options | $ | 11,488 | $ | 12,985 | $ | 268 | |||||||
Income tax benefit (deficiency) | $ | 3,730 | $ | 187 | $ | (370 | ) | ||||||
The following table is a rollforward of the Company's nonvested stock options: | |||||||||||||
Stock Options | |||||||||||||
Shares | Weighted Average Fair Value | ||||||||||||
Nonvested at January 1, 2014 | 1,606,588 | $ | 4.66 | ||||||||||
Granted | 175,142 | 6.79 | |||||||||||
Vested | (706,613 | ) | 4.46 | ||||||||||
Forfeited | (86,779 | ) | 3.88 | ||||||||||
Nonvested at December 31, 2014 | 988,338 | $ | 4.02 | ||||||||||
The total fair value of the shares vested during the years ended December 31, 2014, 2013 and 2012 was $3.2 million, $4.0 million and $10.0 million, respectively. | |||||||||||||
Restricted Stock Awards | |||||||||||||
Restricted stock awards are shares of Swift's Class A common stock that are subject to forfeiture until the lapse of defined restrictions, including time-based restrictions. Restricted stock awards, which are granted in the form of restricted stock shares and RSUs, are accounted for as equity awards. Accordingly, the estimated fair value of restricted stock awards is based upon the closing price of the Company’s Class A common stock on the grant date. | |||||||||||||
Restricted Stock Share — This is typically the form of restricted stock award granted to the board of directors. Directors on the board are entitled to vote during the vesting period. For awards granted in 2014, the forfeiture restrictions associated with restricted stock shares lapse on the first anniversary of the grant date with respect to an equal installment of shares. For awards granted prior to 2014, the forfeiture restrictions associated with restricted stock shares lapse on each of the first three anniversaries of the grant date with respect to an equal installment of shares. Additionally, restricted stock shares are not transferable for a period of four years from the grant date, other than for applicable tax withholdings. | |||||||||||||
RSU — This is typically the form of restricted stock award granted to Company employees. An RSU represents a right to receive a common share of stock when the unit vests. RSU recipients cannot vote during the vesting period. They forfeit their units if their employment terminates before the vesting date. | |||||||||||||
The following table presents grants of restricted stock awards and the respective plans under which they were granted: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(2014 Plan) | (2007 Plan) | ||||||||||||
Restricted stock shares granted to the board of directors | 17,102 | 10,480 | 11,676 | ||||||||||
RSUs granted to company employees | 203,968 | 254,533 | — | ||||||||||
Total restricted stock awards granted | 221,070 | 265,013 | 11,676 | ||||||||||
The following table is a rollforward of nonvested restricted stock awards: | |||||||||||||
Restricted Stock Awards | |||||||||||||
Number of Awards | Weighted Average Fair Value | ||||||||||||
Nonvested at January 1, 2014 | 272,156 | $ | 16.2 | ||||||||||
Granted | 221,070 | 23.24 | |||||||||||
Vested | (98,866 | ) | 16.12 | ||||||||||
Forfeited | (20,051 | ) | 19.87 | ||||||||||
Nonvested at December 31, 2014 | 374,309 | $ | 19.95 | ||||||||||
Performance Shares | |||||||||||||
Beginning in 2013, the Company granted certain members of executive management performance shares. These awards provide each grantee a number of shares of Swift's Class A common stock at the end of a three-year period, based on certain performance criteria established by the compensation committee of the board of directors. The performance criteria are designed to focus management's attention on the Company's key long-term financial goals, and are measured over the three-year period. | |||||||||||||
The following table is a rollforward of nonvested performance shares: | |||||||||||||
Performance Shares | |||||||||||||
Shares | Weighted Average Fair Value | ||||||||||||
Nonvested at January 1, 2014 | 101,366 | $ | 13.36 | ||||||||||
Granted | 68,026 | $ | 23.3 | ||||||||||
Vested | — | $ | — | ||||||||||
Forfeited | (3,452 | ) | $ | 23.3 | |||||||||
Nonvested at December 31, 2014 | 165,940 | $ | 17.23 | ||||||||||
2012 Employee Stock Purchase Plan | |||||||||||||
In 2012, the Company’s board of directors adopted and its stockholders approved the Swift Transportation Company 2012 ESPP. The 2012 ESPP is intended to qualify under Section 423 of the Internal Revenue Code and is considered noncompensatory. Pursuant to the 2012 ESPP, the Company is authorized to issue up to 2 million shares of its Class A common stock to eligible employees who participate in the plan. Employees are eligible to participate in the 2012 ESPP following at least 90 days of employment with the Company or any of its participating subsidiaries. Under the terms of the 2012 ESPP, eligible employees may elect to purchase common stock through payroll deductions, not to exceed 15% of their gross cash compensation. The purchase price of the common stock is 95% of the common stock’s fair market value quoted on the NYSE on the last trading day of each offering period. There are four three-month offering periods corresponding to the calendar quarters. Each eligible employee is restricted to purchasing a maximum of $6,250 of common stock during an offering period, determined by the fair market value of the common stock as of the first day of the offering period, and $25,000 of common stock during a calendar year. Employees who own 5% or more of the total voting power or value of all classes of common stock are restricted from participating in the 2012 ESPP. | |||||||||||||
During the year ended December 31, 2014, the Company issued 50,788 shares, under the 2012 ESPP at an average price per share of $21.96. As of December 31, 2014, the Company is authorized to issue an additional 1.9 million shares under the 2012 ESPP. | |||||||||||||
Central's Stockholder Loans Receivable, Pre-acquisition | |||||||||||||
Upon closing of the Central Acquisition on August 6, 2013, Central's majority stockholder repaid $30.0 million on an unsecured promissory note to Central that was originally loaned on March 8, 2013. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
Income tax expense (benefit) was (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current expense (benefit): | ||||||||||||
Federal | $ | 81,117 | $ | (224 | ) | $ | 9,913 | |||||
State | 8,861 | 5,143 | 3,148 | |||||||||
Foreign | 4,107 | 1,530 | 1,949 | |||||||||
94,085 | 6,449 | 15,010 | ||||||||||
Deferred expense (benefit): | ||||||||||||
Federal | (4,189 | ) | 85,512 | 47,501 | ||||||||
State | 1,975 | 4,273 | (2,010 | ) | ||||||||
Foreign | (2,397 | ) | 4,748 | 1,113 | ||||||||
$ | (4,611 | ) | 94,533 | 46,604 | ||||||||
Income tax expense | $ | 89,474 | $ | 100,982 | $ | 61,614 | ||||||
The Company’s effective tax rate was 35.7%, 39.4% and 30.5%, for the years ended December 31, 2014, 2013 and 2012, respectively. Expected tax expense is computed by applying the United States federal corporate income tax rate of 35.0% to earnings before income taxes. Actual tax expense differs from expected tax expense as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Computed “expected” tax expense | $ | 87,719 | $ | 89,742 | $ | 70,595 | ||||||
Increase (decrease) in income taxes resulting from: | ||||||||||||
State income taxes, net of federal income tax benefit | 6,866 | 6,912 | 6,627 | |||||||||
Central pre-affiliation earnings taxed as S-Corp | — | (4,986 | ) | (9,118 | ) | |||||||
State tax rate change in deferred items | 40 | 711 | (6,414 | ) | ||||||||
Foreign tax rate change in deferred items | — | 5,023 | — | |||||||||
Effect of providing taxes on mark-to-market adjustment of derivatives recorded in AOCI | — | — | 1,785 | |||||||||
Other | (5,151 | ) | 3,580 | (1,861 | ) | |||||||
Income tax expense | $ | 89,474 | $ | 100,982 | $ | 61,614 | ||||||
The components of the net deferred tax asset (liability) were (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Self-insurance accruals | $ | 61,305 | $ | 49,810 | ||||||||
Allowance for doubtful accounts | 9,561 | 6,968 | ||||||||||
Derivative financial instruments | 2,350 | 4,537 | ||||||||||
Vacation accrual | 4,342 | 3,899 | ||||||||||
Minimum tax credit | — | 5,061 | ||||||||||
Net operating loss | 2,507 | 4,529 | ||||||||||
Amortization of stock options | 9,598 | 10,782 | ||||||||||
Other | 16,040 | 17,259 | ||||||||||
Total deferred tax assets | 105,703 | 102,845 | ||||||||||
Valuation allowance | — | — | ||||||||||
Total deferred tax assets, net | 105,703 | 102,845 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Property and equipment, principally due to differences in depreciation | (401,963 | ) | (393,239 | ) | ||||||||
Prepaid taxes, licenses and permits deducted for tax purposes | (13,170 | ) | (12,897 | ) | ||||||||
Cancellation of debt | (7,503 | ) | (9,401 | ) | ||||||||
Intangible assets | (115,115 | ) | (119,567 | ) | ||||||||
Other | (5,345 | ) | (7,354 | ) | ||||||||
Total deferred tax liabilities | (543,096 | ) | (542,458 | ) | ||||||||
Net deferred tax liability | $ | (437,393 | ) | $ | (439,613 | ) | ||||||
These amounts are presented in the consolidated balance sheets in the indicated captions, except the current deferred tax liability which is included in accrued liabilities (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred tax asset | $ | 44,861 | $ | 46,833 | ||||||||
Current deferred tax liability | (1,614 | ) | (2,246 | ) | ||||||||
Noncurrent deferred tax liability | (480,640 | ) | (484,200 | ) | ||||||||
Net deferred tax liability | $ | (437,393 | ) | $ | (439,613 | ) | ||||||
As of December 31, 2014, the Company had federal and state net operating loss carryforwards remaining, with estimated tax effects of $0.4 million and $2.1 million, respectively. The federal and state net operating losses will expire at various times between 2015 and 2030. The Company has not established a valuation allowance as it has been determined that, based upon available evidence, a valuation allowance is not required. Management asserts that it is more likely than not that the results of future operations witll 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. | ||||||||||||
United States income and foreign withholding taxes have not been provided on approximately $15.8 million of cumulative undistributed earnings of foreign subsidiaries. The earnings are considered to be permanently reinvested outside the United States. As such, the Company is not required to provide United States income taxes on these earnings until they are repatriated in the form of dividends or otherwise. | ||||||||||||
The Company's unrecognized tax benefits as of December 31, 2014 would favorably impact our effective tax rate if subsequently recognized. The following is a rollforward of our unrecognized tax benefits (in thousands): | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Unrecognized tax benefits at beginning of year | $ | 2,385 | $ | 2,385 | $ | 2,332 | ||||||
Increases for tax positions taken prior to beginning of year | 95 | — | 149 | |||||||||
Decreases for tax positions taken prior to beginning of year | (741 | ) | — | (53 | ) | |||||||
Settlements | — | — | (43 | ) | ||||||||
Unrecognized tax benefits at end of year | $ | 1,739 | $ | 2,385 | $ | 2,385 | ||||||
During the year ended December 31, 2014, the Company concluded its California examination, as well as various other state examinations for certain of its subsidiaries during the years ended December 31, 2014, 2013 and 2012. The conclusion of these examinations resulted in $0.8 million of additional tax payments and $0.4 million of interest and penalties during 2014. Additional tax payments, as well as interest and penalties related to these tax examinations were immaterial in 2013 and 2012. Other state jurisdictions are currently conducting examinations for years ranging from 2010 to 2013. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Years subsequent to 2010 remain subject to examination. | ||||||||||||
The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties as of December 31, 2014, 2013 and 2012, were approximately $1.3 million, $1.5 million and $1.3 million, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. | ||||||||||||
The Company does not anticipate a decrease of unrecognized tax benefits during the next twelve months. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Employee Benefits |
The Company maintains a 401(k) benefit plan available to all employees who are 21 years of age or older and have completed six months of service. Under the plan, the Company has the option to match employee discretionary contributions up to 3% of an employee’s compensation. Employees’ rights to employer contributions vest after five years from their date of employment. | |
For the years ended December 31, 2014, 2013 and 2012, the Company’s employee benefits expense for matching contributions was approximately $4.7 million, $5.5 million and $5.6 million, respectively. As of December 31, 2014 and 2013, the Company owed $4.9 million and $4.4 million in matching contributions, respectively, to the plan in respect of such matching contributions. |
Key_Customer
Key Customer | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Key Customer | Key Customer |
Services provided to the Company’s largest customer, Wal-Mart, generated 11.0%, 10.8% and 11.4% of operating revenue in 2014, 2013 and 2012, respectively. Operating revenue generated by Wal-Mart is reported in the Truckload, Dedicated, Central Refrigerated and Intermodal operating segments. No other customer accounted for 10% or more of operating revenue in the reporting period. |
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||
Fair Value Measurement | Fair Value Measurement | |||||||||||||||||||
ASC Topic 820, Fair Value Measurements and Disclosures, requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of December 31, 2014 and 2013, 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, accounts receivable, net, income tax refund receivable and accounts payable. The estimated fair value of these financial instruments approximate carrying value as they are short-term in nature. Additionally, for notes payable under revolving lines of credit, fair value approximates the carrying value due to the variable interest rate. For capital leases, the carrying value approximates the fair value. The table below also excludes financial instruments reported at estimated fair value on a recurring basis. See “Recurring Fair Value Measurements.” All remaining balance sheet amounts excluded from the table below are not considered financial instruments subject to this disclosure. | ||||||||||||||||||||
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments (in thousands): | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||||||
Financial Assets: | ||||||||||||||||||||
Restricted investments | $ | 24,510 | $ | 24,502 | $ | 25,814 | $ | 25,808 | ||||||||||||
Financial Liabilities: | ||||||||||||||||||||
2014 Agreement: Term Loan A | 500,000 | 500,000 | — | — | ||||||||||||||||
2014 Agreement: Term Loan B | 396,080 | 390,436 | — | — | ||||||||||||||||
2013 Agreement: Term Loan B-1 | — | — | 229,000 | 230,031 | ||||||||||||||||
2013 Agreement: Term Loan B-2 | — | — | 410,000 | 412,358 | ||||||||||||||||
Senior Notes | — | — | 493,825 | 549,059 | ||||||||||||||||
Securitization of accounts receivable | 334,000 | 334,000 | 264,000 | 264,000 | ||||||||||||||||
The carrying amounts shown in the table (other than the restricted investments, and the securitization of accounts receivable) are included in the consolidated balance sheets in long-term debt. The estimated fair values of the financial instruments shown in the above table as of December 31, 2014 and 2013, represent management’s best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The estimated fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the estimated fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. These judgments are developed by the Company based on the best information available under the circumstances. | ||||||||||||||||||||
The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument. | ||||||||||||||||||||
Restricted Investments — The estimated fair value of the Company’s restricted investments is based on quoted prices in active markets that are readily and regularly obtainable. | ||||||||||||||||||||
Term Loans and Senior Notes — The estimated fair values of the Term Loan B and Senior Notes were determined by bid prices in trades between qualified institutional buyers. | ||||||||||||||||||||
Securitization of Accounts Receivable — The Company’s securitization of accounts receivable consists of borrowings outstanding pursuant to the Company’s 2013 RSA and 2011 RSA as of December 31, 2014 and 2013, respectively, as discussed in Note 11. Its fair value is estimated by discounting future cash flows using a discount rate commensurate with the uncertainty involved. | ||||||||||||||||||||
Derivative Financial Instruments — As of December 31, 2014, interest rate swaps represent the only major category of assets or liabilities included in the consolidated balance sheets that are measured by estimating fair value on a recurring basis. The fair values of the interest rate swaps are based on valuations provided by third parties, derivative pricing models, and credit spreads derived from the trading levels of the Company’s first lien term loan as of December 31, 2014 and 2013. The Company’s interest rate swaps are not actively traded, but are valued using valuation models and credit valuation adjustments, both of which use significant inputs that are observable in active markets over the terms of the instruments the Company holds, and accordingly, the Company classified these valuation techniques as Level 2 in the hierarchy. Interest rate yield curves and credit spreads derived from trading levels of the Company’s first lien term loan are the significant inputs into these valuation models. These inputs are observable in active markets over the terms of the instruments the Company holds. The Company considers the effect of its own credit standing and that of its counterparties in the valuations of its derivative financial instruments. | ||||||||||||||||||||
Fair Value Hierarchy — ASC Topic 820 establishes a framework for measuring fair value in accordance with US-GAAP and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 further specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: | ||||||||||||||||||||
• | Level 1 — Valuation techniques in which all significant inputs are quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. | |||||||||||||||||||
• | Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices from markets that are not active for assets or liabilities that are identical or similar to the assets or liabilities being measured. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. | |||||||||||||||||||
• | Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. | |||||||||||||||||||
When available, the Company uses quoted market prices to determine the estimated fair value of an asset or liability. If quoted market prices are not available, the Company will measure 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 measurement in its entirety falls is based on the lowest level input that is significant to the estimated fair value measurement in its entirety. | ||||||||||||||||||||
Recurring Fair Value Measurements — As of December 31, 2014 and 2013, no assets of the Company were measured at estimated fair value on a recurring basis. As of December 31, 2014 and 2013, information about inputs into the estimated fair value measurements of each major category of the Company’s liabilities that were measured at estimated fair value on a recurring basis in periods subsequent to their initial recognition was as follows (in thousands): | ||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||||||
Estimated | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | |||||||||||||||||
Fair Value | ||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||
Interest rate swaps | $ | 6,109 | $ | — | $ | 6,109 | $ | — | ||||||||||||
As of December 31, 2013 | ||||||||||||||||||||
Interest rate swaps | $ | 11,768 | $ | — | $ | 11,768 | $ | — | ||||||||||||
Nonrecurring Fair Value Measurements — As of December 31, 2013, none of the Company's assets were measured at estimated fair value on a nonrecurring basis. The following table presents assets measured at estimated fair value on a nonrecurring basis, as of December 31, 2014 (in thousands): | ||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||||||
Estimated Fair Value | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Gains (Losses) | ||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||
Other assets (1) | $ | — | $ | — | $ | — | $ | — | $ | (2,308 | ) | |||||||||
____________ | ||||||||||||||||||||
-1 | During 2014, certain operations software was replaced and the carrying value was determined to be fully impaired. |
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Intangible Assets | Intangible Assets | |||||||
Intangible asset balances were as follows (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Customer Relationship: | ||||||||
Gross carrying value | $ | 275,324 | $ | 275,324 | ||||
Accumulated amortization | (156,428 | ) | (139,614 | ) | ||||
Trade Name: | ||||||||
Gross carrying value | 181,037 | 181,037 | ||||||
Intangible assets, net | $ | 299,933 | $ | 316,747 | ||||
In conjunction with the 2007 Transactions, definite-lived intangible assets with a gross carrying value of $261.2 million were recorded. The related amortization comprised $15.6 million in 2014, $15.6 million in 2013, and $15.8 million in 2012 of total amortization of intangibles. Amortization of intangibles also included $1.2 million each year related to intangible assets existing prior to the 2007 Transactions. Management anticipates that the composition and amount of amortization associated with intangible assets as of December 31, 2014 will remain consistent at $16.8 million through 2017, and will decrease to $16.3 million in 2018, of which $0.6 million will represent the final amortization of the intangible assets existing prior to the 2007 Transactions. 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. |
Goodwill
Goodwill | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Goodwill | Goodwill | |||||||||||
The following presents the components of goodwill by reportable segment as of December 31, 2014 and 2013 (in thousands): | ||||||||||||
Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | ||||||||||
Truckload | $ | 376,998 | $ | (190,394 | ) | $ | 186,604 | |||||
Dedicated | 130,742 | (64,090 | ) | 66,652 | ||||||||
Total | $ | 507,740 | $ | (254,484 | ) | $ | 253,256 | |||||
There were no impairments identified during annual goodwill impairment testing in 2014, 2013 or 2012. |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings per Share | Earnings per Share | ||||||||
Basic and diluted earnings per share, as presented in the consolidated income statements, are calculated by dividing net income by the respective weighted average common shares outstanding during the period. | |||||||||
The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding (in thousands): | |||||||||
2014 | 2013 | 2012 | |||||||
Basic weighted average common shares outstanding | 141,431 | 140,179 | 139,532 | ||||||
Dilutive effect of stock options | 2,044 | 2,042 | 87 | ||||||
Diluted weighted average common shares outstanding | 143,475 | 142,221 | 139,619 | ||||||
Anti-dilutive shares excluded from diluted earnings per share (1) | 162 | 174 | 4,356 | ||||||
____________ | |||||||||
-1 | The impact of certain outstanding options to purchase shares of the Company’s Class A common stock were anti-dilutive because the options' exercise prices were greater than the average market prices of the common shares. These anti-dilutive shares were excluded from the calculation of diluted earnings per share. |
Quarterly_Result_Of_Operations
Quarterly Result Of Operations (unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
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) | ||||||||||||||||
2014:00:00 | ||||||||||||||||
Operating revenue | $ | 1,008,446 | $ | 1,075,898 | $ | 1,074,880 | $ | 1,139,500 | ||||||||
Operating income | 46,170 | 94,022 | 97,411 | 132,467 | ||||||||||||
Net income | 12,305 | 40,198 | 50,158 | 58,491 | ||||||||||||
Basic earnings per share | 0.09 | 0.28 | 0.35 | 0.41 | ||||||||||||
Diluted earnings per share | 0.09 | 0.28 | 0.35 | 0.41 | ||||||||||||
2013:00:00 | ||||||||||||||||
Operating revenue (1) | $ | 981,608 | $ | 1,029,071 | $ | 1,032,127 | $ | 1,075,389 | ||||||||
Operating income (1) | 69,718 | 100,266 | 84,420 | 102,555 | ||||||||||||
Net income (1) | 30,292 | 49,879 | 29,953 | 45,298 | ||||||||||||
Basic earnings per share (1) | 0.22 | 0.36 | 0.21 | 0.32 | ||||||||||||
Diluted earnings per share (1) | 0.21 | 0.35 | 0.21 | 0.32 | ||||||||||||
____________ | ||||||||||||||||
-1 | The first and second quarter results of 2013 have been recast due to the acquisition of Central. Refer to Note1 for further information regarding the acquisition. |
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Information | Segments and Geography | |||||||||||
Segment Information | ||||||||||||
During 2014, we operated four reportable segments: Truckload, Dedicated, Central Refrigerated and Intermodal. In the first quarter of 2014, the Company reorganized its reportable segments to reflect management’s revised reporting structure of its lines of business following the integration of Central. In association with the operational reorganization, the operations of Central's TOFC business are reported within the Company's Intermodal segment and the operations of Central's logistics business, third-party leasing, and other services provided to owner-operators are reported in the Company's other non-reportable segment. All prior period historical results related to the above noted segment reorganization have been retrospectively recast. | ||||||||||||
Truckload — The truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada. This service utilizes both company and owner-operator tractors with dry van, flatbed, and other specialized trailing equipment. | ||||||||||||
Dedicated — Through the dedicated segment, the Company devotes use of equipment to specific customers and offers tailored solutions under long-term contracts. This dedicated segment utilizes refrigerated, dry van, flatbed and other specialized trailing equipment. | ||||||||||||
Central Refrigerated — This segment represents the core operations of Central and primarily consists of shipments for customers that require temperature-controlled trailers. These shipments include one-way movements over irregular routes, as well as dedicated truck operations. | ||||||||||||
Intermodal — The intermodal segment includes revenue generated by moving freight over the rail in the Company's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations. | ||||||||||||
Other Non-reportable Segment — The other non-reportable segment includes the Company's logistics and freight brokerage services, as well as support services provided by its subsidiaries to customers and owner-operators, including repair and maintenance shop services, equipment leasing, and insurance. Intangible amortization related to the 2007 going-private transaction is also included in this other non-reportable segment. | ||||||||||||
Other Intersegment Transactions — Certain operating segments provide transportation and related services for other affiliates outside their reportable segment. Revenues for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results. | ||||||||||||
Set forth in the tables below is certain financial information with respect to the Company’s segments (in thousands): | ||||||||||||
Operating Revenue | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Truckload | $ | 2,301,010 | $ | 2,313,035 | $ | 2,282,342 | ||||||
Dedicated | 892,078 | 738,929 | 724,405 | |||||||||
Central Refrigerated | 417,980 | 452,531 | 415,733 | |||||||||
Intermodal | 401,577 | 376,075 | 355,494 | |||||||||
Subtotal | 4,012,645 | 3,880,570 | 3,777,974 | |||||||||
Non-reportable segment | 342,969 | 287,853 | 268,821 | |||||||||
Intersegment eliminations | (56,890 | ) | (50,228 | ) | (70,710 | ) | ||||||
Consolidated operating revenue | $ | 4,298,724 | $ | 4,118,195 | $ | 3,976,085 | ||||||
Operating Income (Loss) | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Truckload | $ | 258,072 | $ | 225,963 | $ | 246,005 | ||||||
Dedicated | 75,794 | 83,520 | 74,026 | |||||||||
Central Refrigerated | 14,035 | 17,682 | 21,334 | |||||||||
Intermodal | 8,298 | 5,619 | (6,486 | ) | ||||||||
Subtotal | 356,199 | 332,784 | 334,879 | |||||||||
Non-reportable segment | 13,871 | 24,175 | 16,937 | |||||||||
Consolidated operating income | $ | 370,070 | $ | 356,959 | $ | 351,816 | ||||||
Depreciation and Amortization Expense | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Truckload | $ | 113,875 | $ | 127,404 | $ | 121,004 | ||||||
Dedicated | 53,682 | 45,568 | 44,088 | |||||||||
Central Refrigerated | 12,510 | 13,926 | 14,539 | |||||||||
Intermodal | 10,875 | 9,268 | 9,209 | |||||||||
Subtotal | 190,942 | 196,166 | 188,840 | |||||||||
Non-reportable segment | 30,180 | 29,842 | 29,999 | |||||||||
Consolidated depreciation and amortization expense | $ | 221,122 | $ | 226,008 | $ | 218,839 | ||||||
Geographical Information | ||||||||||||
In aggregate, operating revenue from the Company's foreign operations was less than 5.0% of consolidated operating revenue for each of the years ended December 31, 2014, 2013 and 2012. 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, 2014 and 2013. |
Settlement_City_of_Los_Angeles
Settlement- City of Los Angeles | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Settlement City Of Los Angeles [Abstract] | |
Settlement-City Of Los Angeles | Settlement - City of Los Angeles |
Effective March 2, 2012, the Company and the City of Los Angeles (the “City”) entered into the Settlement Agreement and Mutual Release of Claims (“Settlement”). The Settlement was associated with the Incentive Addendum to Drayage Services Concession Agreement entered into by the Company and the City in December 2008 and as amended, in June 2009 (collectively the “Amended Addendum”). Pursuant to the Amended Addendum, in 2008 the Company received a one-time, early commitment incentive based on a minimum number of required drays to be completed by the Company over a five-year term. The Company initially recorded the incentive as deferred revenue, and at the time of the Settlement, the Company had approximately $9.2 million remaining as deferred revenue. Concurrent with the City’s and the Company’s execution of the Settlement and the corresponding termination of the Amended Addendum, the Company refunded the City $4.0 million in full satisfaction of its obligations under the Amended Addendum and in full and final settlement of all claims for payment and damages that may be alleged by the City under the Amended Addendum. The remaining $5.2 million recorded as deferred revenue was recognized into income and classified as a reduction of operating supplies and expenses in the Company’s consolidated income statements. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation Basis of Presentation Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Presentation |
General — The accompanying consolidated financial statements include the accounts of Swift Transportation Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity, the Company applies the equity method of accounting. | |
Basis of Accounting, Policy [Policy Text Block] | In management's opinion, the accompanying financial statements were prepared in accordance with principles generally accepted in the United States and include all adjustments necessary for the fair presentation of the periods presented. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Derivatives, Policy [Policy Text Block] | Derivative Instruments — All financial derivative instruments are recorded on our consolidated balance sheets at estimated fair value. Derivatives not designated as hedges are adjusted to fair value through the Company’s consolidated income statements. Depending on the nature of a derivative that is designated as a hedge, effective changes in its fair value either offset the change in fair value of the hedged assets, liabilities or firm commitments through the Company’s consolidated income statements, or are recorded in AOCI until the hedged item is recorded in the Company’s consolidated income statements. Any portion of a change in a derivative's estimated fair value that is considered to be ineffective, or is excluded from the measurement of effectiveness, is recorded immediately in income. | |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets other than Goodwill — The Company’s intangible assets other than goodwill primarily consist of acquired customer relationships and trade names. Amortization of acquired customer relationships is calculated on the 150% declining balance method over the estimated useful life of 15 years. The customer relationship contributed to the Company at May 9, 2007 is amortized over 15 years on a straight-line basis. The trade name has an indefinite useful life and is not amortized, but rather is tested for impairment at least annually, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value. | |
Management reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with ASC Topic 350, Intangibles-Goodwill and Other. When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value, which is generally determined using discounted future cash flows. | ||
Income Tax, Policy [Policy Text Block] | Income Taxes — Management accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss and tax credit carryforwards, as well as differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period that includes the enactment date. | |
A valuation allowance is provided against deferred tax assets if the Company determines it is more likely than not that such assets will not ultimately be realized. | ||
The Company does not recognize a tax benefit for uncertain tax positions unless it concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in the management's judgment, is greater than 50% likely to be realized. The Company records interest and penalties related to unrecognized tax positions in income tax expense. | ||
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents — The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. | |
Restricted Cash — The Company’s wholly-owned captive insurance companies, Red Rock and Mohave, maintain certain operating bank accounts, working trust accounts and investment accounts. The cash and short-term investments within the accounts are restricted by insurance regulations to fund the insurance claim losses to be paid by the captive insurance companies. Therefore, these cash and short-term investments are classified as restricted cash in the consolidated balance sheets. | ||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment — Property and equipment are stated at cost. Costs to construct significant assets include capitalized interest incurred during the construction and development period. Expenditures for replacements and improvements are capitalized. Maintenance and repairs are expensed as incurred. Depreciation on property and equipment is calculated on a straight-line basis over the estimated useful lives of 5 to 40 years for facilities and improvements, 3 to 20 years for revenue and service equipment and 3 to 5 years for furniture and office equipment. Net gains on the disposal of property and equipment are presented in the consolidated income statements within operating income. | |
Tires on revenue equipment purchased are capitalized as a component of the related equipment cost when the vehicle is placed in service and depreciated over the life of the vehicle. Replacement tires are classified as inventory and expensed when placed in service. | ||
Management evaluates its property and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC Topic 360, Property, Plant and Equipment. When such events or changes in circumstances occur, management performs a recoverability test that compares the carrying amount with the projected undiscounted cash flows from the use and eventual disposition of the asset or asset group. An impairment is recorded for any excess of the carrying amount over the estimated fair value, which is generally determined using discounted future cash flows. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. | ||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill — Management evaluates goodwill on an annual basis as of November 30th, or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their carrying values. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, then management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. Any amount by which the carrying value of the goodwill exceeds its implied fair value is recognized as an impairment loss. Refer to Note 24 for discussion of the results of the Company's annual evaluation as of November 30, 2014. | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates — The preparation of the consolidated financial statements, in accordance with US-GAAP, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant items subject to such estimates and assumptions include: | |
• | carrying amount of property and equipment, intangibles and goodwill; | |
• | valuation allowances for receivables, inventories and deferred income tax assets; | |
• | valuation of financial instruments; | |
• | calculation of share-based compensation; | |
• | estimates of claims accruals; and | |
• | contingent obligations. | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition — The Company recognizes operating revenues and the related direct costs of such revenue as of the date the freight is delivered, in accordance with ASC Topic 605-20-25-13, Services for Freight-in-Transit at the End of a Reporting Period. | |
The Company recognizes operating lease revenue from leasing tractors and related equipment to owner-operators. Operating lease revenue from rental operations is recognized as earned, which is straight-lined per the rent schedules in the lease agreements. Losses from lease defaults are recognized as offsets to revenue in the amount of earned, but not collected revenue. | ||
Inventory, Policy [Policy Text Block] | Inventories and Supplies — Inventories and supplies consist primarily of spare parts, tires, fuel and supplies and are stated at lower of cost or market. Cost is determined using the first-in, first-out method. | |
Marketable Securities, Held-to-maturity Securities, Policy [Policy Text Block] | Restricted Investments — The Company accounts for its investments in accordance with ASC Topic 320, Investments - Debt and Equity Securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates the determination on a quarterly basis. As of December 31, 2014, all of the Company’s investments in fixed-maturity securities were classified as held-to-maturity, as the Company has the positive intent and ability to hold these securities to maturity. Held-to-maturity securities are carried at amortized cost. The amortized cost of debt securities is adjusted using the effective interest rate method for amortization of premiums and accretion of discounts. Amortization and accretion is reported in other (income) expenses in the Company’s 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 using the provisions of Topic 320, Investments – Debt and Equity Securities, related to the recognition of other-than-temporary impairments of debt securities. This guidance requires the Company to evaluate whether it intends to sell an impaired debt security or whether it is more likely than not that it will be required to sell an impaired debt security before recovery of the amortized cost basis. If either of these criteria are met, an impairment equal to the difference between the debt security’s amortized cost and its estimated fair value is recognized in earnings. For impaired debt securities that do not meet these criteria, the Company determines if a credit loss exists with respect to the impaired security. If a credit loss exists, the credit loss component of the impairment (i.e., the difference between the security’s amortized cost and the present value of projected future cash flows expected to be collected) is recognized in earnings and the remaining portion of the impairment is recognized as a component of AOCI. | ||
Segment Reporting, Policy [Policy Text Block] | Segments — The Company uses the “management approach” to determine its reportable segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that management uses to make operating decisions. The chief operating decision makers use operating revenues, operating expense categories, operating ratios, operating income and key operating statistics to evaluate performance and allocate resources to the Company’s operations. | |
Operating income is the measure of segment profit or loss management uses to evaluate segment performance and allocate resources, which is consistent with US-GAAP for segment reporting. It is the Company’s measure of segment performance. Operating income should not be viewed as a substitute for US-GAAP net income (loss). Management believes the presentation of operating income enhances the understanding of the Company's performance by highlighting the results of operations and the underlying profitability drivers of the business segments. Operating income is defined as operating revenues less operating expenses, before tax. | ||
Based on the unique nature of the Company's operating structure, revenue-generating assets are interchangeable between segments. Therefore, the Company does not prepare separate balance sheets by segment, as assets are not separately identifiable by segment. The Company allocates depreciation and amortization expense on its property and equipment to the segments based on the actual utilization of the asset by the segment during the period. | ||
Self Insurance Reserve [Policy Text Block] | Claims Accruals — The Company is self-insured for a portion of its auto liability, workers’ compensation, property damage, cargo damage, and employee medical expense risk. This self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage. The Company accrues for the cost of the uninsured portion of pending claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical claims development trends. The actual cost to settle our self-insured claim liabilities may differ from our reserve estimates due to legal costs, claims that have been incurred but not reported and various other uncertainties, including the inherent difficulty in estimating the severity of the claims and the potential judgment or settlement amount to dispose of the claim. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based Compensation — The Company accounts for stock-based compensation expense using the modified prospective method under ASC Topic 718, Compensation - Stock Compensation. ASC Topic 718 requires that all share-based payments to employees and non-employee directors, including grants of employee stock options, be recognized in the financial statements based upon a grant-date fair value of an award. The Company calculates the number of awards expected to vest as awards granted, less expected forfeitures over the life of the award (estimated at grant date). Compensation expense is recorded based on amortization of the grant-date fair value over a graded vesting period. Unless a material deviation from the assumed forfeiture rate is observed during the term in which the awards are expensed, any adjustment necessary to reflect differences in actual experience is recognized in the period the award becomes payable or exercisable. See Note 17 for additional information relating to the Company’s stock compensation plan. |
Recently_Issued_Accounting_Pro
Recently Issued Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Recently Issued Accounting Pronouncement |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which established ASC Topic 606. The new revenue recognition standard eliminates all industry-specific guidance and provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The amendments in this ASU will be effective for the Company beginning January 1, 2017, and may be applied retrospectively to each period presented, or as a cumulative effect adjustment as of the date of adoption. Early adoption is not permitted. Management is currently evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. |
Description_of_Business_and_Ba2
Description of Business and Basis of Presentation Central Acquisition (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2012 | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination Disclosure [Text Block] | The following financial information as of, and for the year ended, December 31, 2012 has been recast to reflect the accounts of Central as if it was consolidated as of January 1, 2012 (in thousands, except per share data): | |||||||||||||||
31-Dec-12 | ||||||||||||||||
Swift | Central | Intercompany | ||||||||||||||
Transportation | Refrigerated | Elimination | ||||||||||||||
Company | Transportation Inc. | Entries | Total | |||||||||||||
Total current assets | $ | 674,537 | $ | 68,211 | $ | (657 | ) | $ | 742,091 | |||||||
Total assets | 2,632,178 | 160,560 | (757 | ) | 2,791,981 | |||||||||||
Total current liabilities | 323,293 | 60,813 | (657 | ) | 383,449 | |||||||||||
Total liabilities | 2,402,067 | 100,367 | (657 | ) | 2,501,777 | |||||||||||
Total stockholders' equity | 230,111 | 60,193 | (100 | ) | 290,204 | |||||||||||
2012 | ||||||||||||||||
Swift | Central | Intercompany | ||||||||||||||
Transportation | Refrigerated | Elimination | ||||||||||||||
Company | Transportation Inc. | Entries | Total | |||||||||||||
Operating revenue | $ | 3,493,182 | $ | 484,657 | $ | (1,754 | ) | $ | 3,976,085 | |||||||
Operating income | 322,046 | 29,770 | — | 351,816 | ||||||||||||
Net income | 114,589 | 25,498 | — | 140,087 | ||||||||||||
Basic earnings per share (1) | $ | 0.82 | $ | 0.18 | $ | — | $ | 1 | ||||||||
Diluted earnings per share (1) | 0.82 | 0.18 | — | 1 | ||||||||||||
Net cash provided by operating activities | $ | 406,556 | $ | 40,562 | $ | — | $ | 447,118 | ||||||||
Net cash (used in) provided by investing activities | (172,499 | ) | 3,370 | — | (169,129 | ) | ||||||||||
Net cash used in financing activities | (262,545 | ) | (43,932 | ) | — | (306,477 | ) | |||||||||
____________ |
Restricted_Investments_Tables
Restricted Investments (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Schedule of Investments [Abstract] | ||||||||||||||||
Amortized Cost, Gross Unrealized Gains And Losses, Estimated Fair Value Of Fixed Maturity Securities | The following table presents the cost or amortized cost, gross unrealized gains and losses, and estimated fair value of the Company’s restricted investments (in thousands): | |||||||||||||||
31-Dec-14 | ||||||||||||||||
Gross Unrealized | ||||||||||||||||
Cost or Amortized Cost | Gains | Temporary | Estimated Fair Value | |||||||||||||
Losses | ||||||||||||||||
United States corporate securities | $ | 20,892 | $ | 2 | $ | (10 | ) | $ | 20,884 | |||||||
Foreign corporate securities | 1,503 | — | — | 1,503 | ||||||||||||
Negotiable certificate of deposits | 2,115 | — | — | 2,115 | ||||||||||||
Total restricted investments | $ | 24,510 | $ | 2 | $ | (10 | ) | $ | 24,502 | |||||||
December 31, 2013 | ||||||||||||||||
Gross Unrealized | ||||||||||||||||
Cost or Amortized Cost | Gains | Temporary | Estimated Fair Value | |||||||||||||
Losses | ||||||||||||||||
United States corporate securities | $ | 20,197 | $ | 2 | $ | (7 | ) | $ | 20,192 | |||||||
Foreign corporate securities | 3,502 | — | — | 3,502 | ||||||||||||
Negotiable certificate of deposits | 2,115 | — | (1 | ) | 2,114 | |||||||||||
Total restricted investments | $ | 25,814 | $ | 2 | $ | (8 | ) | $ | 25,808 | |||||||
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Receivables [Abstract] | ||||||||||||
Schedule of Accounts Receivable | Accounts receivable balances were as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Trade customers | $ | 457,823 | $ | 392,233 | ||||||||
Equipment manufacturers | 7,725 | 6,102 | ||||||||||
Other | 23,375 | 27,605 | ||||||||||
Total accounts receivable | 488,923 | 425,940 | ||||||||||
Less: Allowance for doubtful accounts | (9,924 | ) | (7,504 | ) | ||||||||
Accounts receivable, net | $ | 478,999 | $ | 418,436 | ||||||||
Schedule Of Allowance For Doubtful Accounts | The following schedule presents the rollforward of the allowance for doubtful accounts (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance | $ | 7,504 | $ | 7,432 | $ | 6,617 | ||||||
Provision | 2,844 | 1,370 | 977 | |||||||||
Recoveries | 89 | 35 | 103 | |||||||||
Write-offs | (513 | ) | (1,333 | ) | (265 | ) | ||||||
Ending balance | $ | 9,924 | $ | 7,504 | $ | 7,432 | ||||||
Assets_Held_For_Sale_Tables
Assets Held For Sale (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Text Block [Abstract] | ||||||||
Schedule Of Assets Held For Sale | Assets held for sale balances were (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Land and facilities | $ | 288 | $ | 14,627 | ||||
Revenue equipment | 2,619 | 4,641 | ||||||
Assets held for sale | $ | 2,907 | $ | 19,268 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities [Abstract] | ||||||||
Schedule of Accrued Liabilities | Accrued Liabilities | |||||||
The following table presents the composition of accrued liabilities (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Employee compensation | $ | 50,398 | $ | 56,427 | ||||
Owner-operator lease purchase reserve | 10,418 | 10,335 | ||||||
Income tax accrual | 3,541 | 4,785 | ||||||
Accrued owner-operator expenses | 6,507 | 6,866 | ||||||
Deferred revenue | 1,504 | 484 | ||||||
Fuel and property taxes | 3,812 | 5,241 | ||||||
Accrued interest expense | 4,216 | 11,328 | ||||||
Other | 19,933 | 15,279 | ||||||
Accrued liabilities | $ | 100,329 | $ | 110,745 | ||||
Notes_Receivable_Tables
Notes Receivable (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Notes Receivable Included In Current Portion Of Notes Receivable And Other Assets | Notes Receivable | |||||||
Notes receivable are included in "Current portion of notes receivable" and "Other assets" in the consolidated balance sheets and were comprised of (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Notes receivable due from owner-operators, with interest rates at 15%, secured by revenue equipment. Terms range from several months to three years | $ | 13,642 | $ | 13,264 | ||||
Other | 1,933 | 2,361 | ||||||
Total notes receivable | 15,575 | 15,625 | ||||||
Less: current portion | (9,202 | ) | (7,210 | ) | ||||
Long-term notes receivable | $ | 6,373 | $ | 8,415 | ||||
Claims_Accruals_Tables
Claims Accruals (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Claims Accruals (Tables) [Abstract] | ||||||||
Schedule of Claims Accruals | Claims accruals were comprised of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Auto and collision liability | $ | 112,548 | $ | 102,462 | ||||
Workers’ compensation liability | 82,439 | 70,145 | ||||||
Owner-operator claims liability | 13,233 | 8,610 | ||||||
Group medical liability | 12,064 | 9,946 | ||||||
Cargo damage liability | 4,660 | 2,888 | ||||||
Claims accrual | 224,944 | 194,051 | ||||||
Less: current portion | (81,251 | ) | (75,469 | ) | ||||
Long-term claim accruals | $ | 143,693 | $ | 118,582 | ||||
Accounts_Receivable_Securitiza1
Accounts Receivable Securitization Accounts Receivable Securitization (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounts Receivable Securitization Balances [Abstract] | ||||||||
Characteristics of Securitizations or Asset-backed Financing Arrangements that are Accounted for as Sale | The following table summarizes the key differences between the current and previous securitization programs (dollar amounts in thousands): | |||||||
2013 RSA | 2011 RSA | |||||||
Effective | Jun-13 | Jun-11 | ||||||
Borrowing capacity (1) | $ | 375,000 | $ | 275,000 | ||||
Final maturity date | July 13, 2016 | June 8, 2014 | ||||||
Unused commitment fee rate | 35 basis points | 40 basis points | ||||||
Program fees on outstanding balances | commercial paper rates + 95 basis points | commercial paper rates + 125 basis points | ||||||
____________ | ||||||||
(1) On September 26, 2014, the Company exercised an accordion option, increasing borrowing capacity on the 2013 RSA from $325.0 million to $375.0 million. |
Debt_And_Financing_Transaction1
Debt And Financing Transactions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-term Debt Outstanding [Abstract] | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | The following tables present the key terms of the current and previous credit agreements (dollars in thousands): | |||||||
2014 Agreement | Term Loan A | Term Loan B | Revolver | |||||
Maximum borrowing capacity | $500,000 | $400,000 | $450,000 | |||||
Final maturity date | June 9, 2019 | June 9, 2021 | June 9, 2019 | |||||
Interest rate base | LIBOR | LIBOR | LIBOR | |||||
LIBOR floor | —% | 0.75% | —% | |||||
Interest rate minimum margin (1) | 1.50% | 3.00% | 1.50% | |||||
Interest rate maximum margin (1) | 2.25% | 3.00% | 2.25% | |||||
Minimum principal payment - amount (2) | $5,625 | $1,000 | $— | |||||
Minimum principal payment - frequency | Quarterly | Quarterly | Once | |||||
Minimum principal payment - commencement date (2) | 31-Mar-15 | 30-Jun-14 | 30-Jun-19 | |||||
____________ | ||||||||
-1 | Interest rate margins on the Term Loan A and Revolver are based on the Company's consolidated leverage ratio. Additionally, after December 31, 2014, interest rate margins on the Term Loan B will be determined by the Company's consolidated leverage ratio, and will range from 2.75% to 3.00%. As of December 31, 2014, interest accrues at 2.16% and 3.75% on the Term Loan A and Term Loan B, respectively. | |||||||
The commitment fee for the unused portion of the Revolver is also based on the Company's consolidated leverage ratio, and ranges from 0.25% to 0.35%. As of December 31, 2014, commitment fees on the unused portion of the Revolver accrue at 0.30% and letter of credit fees accrue at 2.00%. | ||||||||
-2 | Commencing in March 2017, the minimum principal payment amount on the Term Loan A is $11.3 million. | |||||||
2013 Agreement | Term Loan B-1 | Term Loan B-2 | Revolver | |||||
Maximum borrowing capacity | $350,000 | $410,000 | $400,000 | |||||
Final maturity date | 21-Dec-16 | 21-Dec-17 | 21-Sep-16 | |||||
Interest rate base | LIBOR | LIBOR | LIBOR | |||||
LIBOR floor | —% | 1.00% | —% | |||||
Interest rate minimum margin (1) | 2.75% | 3.00% | 3.00% | |||||
Interest rate maximum margin (1) | 2.75% | 3.00% | 3.25% | |||||
____________ | ||||||||
-1 | As of December 31, 2013, interest accrued at 2.92% and 4.00% on the Company’s first lien term loan B-1 and B-2 tranches, respectively. The commitment fee for the unused portion of the $400.0 million revolving credit facility ranged from 0.25% to 0.50%, depending on the Company’s consolidated leverage ratio. | |||||||
Senior Notes | ||||||||
Other than the Company’s accounts receivable securitization as discussed in Note 11 and its outstanding capital lease obligations as discussed in Note 13, the Company's long-term debt consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
2014 Agreement: Term Loan A, due June 2019 | $ | 500,000 | $ | — | ||||
2014 Agreement: Term Loan B, due June 2021, net of $920 OID as of December 31, 2014 | 396,080 | — | ||||||
2013 Agreement: Term Loan B-1 tranche, due December 2016 | — | 229,000 | ||||||
2013 Agreement: Term Loan B-2 tranche, due December 2017 | — | 410,000 | ||||||
Senior Notes, due November 15, 2018, net of $6,175 OID as of December 31, 2013 | — | 493,825 | ||||||
Other | 6,980 | 17,480 | ||||||
Long-term debt | 903,060 | 1,150,305 | ||||||
Less: current portion | (31,445 | ) | (11,387 | ) | ||||
Noncurrent portion of long term debt | $ | 871,615 | $ | 1,138,918 | ||||
Revolving line of credit (1) | $ | 57,000 | $ | 17,000 | ||||
Long-term debt, including revolving line of credit | $ | 960,060 | $ | 1,167,305 | ||||
____________ | ||||||||
-1 | In addition to borrowings, the Company also had outstanding letters of credit of $100.3 million under the $450.0 million Revolver at December 31, 2014 and $108.5 million under the $400.0 million Revolver at December 31, 2013, primarily related to workers' compensation and self-insurance liabilities. |
Leases_Leases_Tables
Leases Leases [Tables] | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Leases [Abstract] | ||||||||
Leases of Lessee Disclosure [Text Block] | As of December 31, 2014, annual future minimum lease commitments for all noncancelable leases were (in thousands): | |||||||
Operating | Capital | |||||||
2015 | $ | 210,774 | $ | 48,518 | ||||
2016 | 157,050 | 48,863 | ||||||
2017 | 104,741 | 50,544 | ||||||
2018 | 55,674 | 25,812 | ||||||
2019 | 19,634 | 5,400 | ||||||
Thereafter | 43,086 | 38,908 | ||||||
Total minimum lease payments | $ | 590,959 | $ | 218,045 | ||||
Less: amounts representing interest | (17,039 | ) | ||||||
Present value of minimum lease payments | 201,006 | |||||||
Less: current portion | (42,902 | ) | ||||||
Capital lease obligations, long-term | $ | 158,104 | ||||||
Operating Leases of Lessor Disclosure [Text Block] | The Company’s wholly-owned financing subsidiaries lease revenue equipment to the Company’s owner-operators under operating leases. Annual future minimum lease payments receivable under operating leases for the periods noted below were (in thousands): | |||||||
2015 | $ | 132,007 | ||||||
2016 | 93,370 | |||||||
2017 | 60,269 | |||||||
2018 | 18,844 | |||||||
2019 | — | |||||||
Thereafter | — | |||||||
Total | $ | 304,490 | ||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Losses on cash flow hedging, reclassified out of AOCI were as follows (in thousands): | |||||||||||||
Year Ended December 31, | ||||||||||||||
Reclassified to: | 2014 | 2013 | 2012 | |||||||||||
Interest rate swaps | Derivative interest expense | $ | 6,218 | $ | 3,143 | $ | 5,101 | |||||||
Income tax (benefit) expense | Income tax expense | (2,220 | ) | (1,226 | ) | 1,989 | ||||||||
Net income | $ | 3,998 | $ | 1,917 | $ | 7,090 | ||||||||
Classification Of Gains And Losses On Interest Rate Derivative Contracts Designated As Hedging Instruments | The following table presents pre-tax gains (losses) from changes in fair value, included in AOCI and earnings (in thousands): | |||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Losses recognized in AOCI from cash flow hedges (effective portion) | $ | — | $ | 145 | $ | 2,786 | ||||||||
Loss reclassified from AOCI into income from cash flow hedges (effective portion) | $ | 6,218 | $ | 3,143 | $ | 5,101 | ||||||||
Loss recognized in income from de-designated derivative contracts | 277 | 709 | — | |||||||||||
Derivative interest expense | $ | 6,495 | $ | 3,852 | $ | 5,101 | ||||||||
Equity_and_Stockbased_Compensa1
Equity and Stock-based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Compensation Expense Related To Stock-Based Compensation | tock-based compensation expense, which is included in "Salaries, wages and employee benefits" in the consolidated income statements is comprised of the following (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options | $ | 3,007 | $ | 3,359 | $ | 4,886 | |||||||
Restricted stock shares and RSUs | 1,600 | 887 | 4 | ||||||||||
Performance shares | 789 | 399 | — | ||||||||||
Total stock-based compensation expense | $ | 5,396 | $ | 4,645 | $ | 4,890 | |||||||
Income tax benefit | $ | 1,926 | $ | 1,788 | $ | 1,883 | |||||||
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, 2014 | |||||||||||||
Expense | Weighted Average Period | ||||||||||||
(In thousands) | (In years) | ||||||||||||
Stock options | $ | 1,506 | 1.27 | ||||||||||
Restricted stock shares and RSUs | $ | 5,234 | 1.38 | ||||||||||
Performance shares | $ | 1,565 | 1.15 | ||||||||||
Summary Of Activity Related To Stock Options | A summary of the activity related to stock options for the year ended December 31, 2014 was as follows: | ||||||||||||
Shares Under | Weighted Average | Weighted Average Remaining Contractual Term | Aggregate | ||||||||||
Option | Exercise Price | Intrinsic | |||||||||||
Value (1) | |||||||||||||
(In years) | (In thousands) | ||||||||||||
Outstanding at January 1, 2014 | 4,785,133 | $ | 10.7 | 5.28 | $ | 55,059 | |||||||
Granted | 175,142 | 23.3 | |||||||||||
Exercised | (1,100,998 | ) | 10.43 | ||||||||||
Expired | (7,624 | ) | 10.14 | ||||||||||
Forfeited | (86,779 | ) | 12.47 | ||||||||||
Outstanding at December 31, 2014 | 3,764,874 | $ | 11.34 | 4.68 | $ | 65,089 | |||||||
Aggregate number of stock options expected to vest at a future date as of December 31, 2014 | 1,485,666 | $ | 10.87 | 6.27 | $ | 16,846 | |||||||
Exercisable at December 31, 2014 | 2,776,536 | $ | 10.63 | 6.13 | $ | 49,973 | |||||||
Weighted Average Assumptions | The fair value of each stock option grant is estimated on the grant date using the Black-Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the grant date. The following table presents the weighted average assumptions used to determine the fair value of stock options issued: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Dividend yield | —% | —% | —% | ||||||||||
Risk-free rate of return | 1.28% | 1.04% | 1.20% | ||||||||||
Expected volatility | 40.00% | 40.80% | 41.40% | ||||||||||
Expected term (in years) | 5.8 | 5.8 | 6.3 | ||||||||||
Weighted average fair value of stock options granted | $6.79 | $5.90 | $3.56 | ||||||||||
Summary Of Exercise Of Stock Options | The following table summarizes stock option exercise information for the years presented (in thousands, except share data): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Number of stock options exercised | 1,100,998 | 1,210,184 | 24,427 | ||||||||||
Intrinsic value of stock options exercised | $ | 15,830 | $ | 8,773 | $ | 25 | |||||||
Cash received upon exercise of stock options | $ | 11,488 | $ | 12,985 | $ | 268 | |||||||
Income tax benefit (deficiency) | $ | 3,730 | $ | 187 | $ | (370 | ) | ||||||
Status Of Nonvested Shares | The following table is a rollforward of nonvested restricted stock awards: | ||||||||||||
Restricted Stock Awards | |||||||||||||
Number of Awards | Weighted Average Fair Value | ||||||||||||
Nonvested at January 1, 2014 | 272,156 | $ | 16.2 | ||||||||||
Granted | 221,070 | 23.24 | |||||||||||
Vested | (98,866 | ) | 16.12 | ||||||||||
Forfeited | (20,051 | ) | 19.87 | ||||||||||
Nonvested at December 31, 2014 | 374,309 | $ | 19.95 | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Tax Expense (Benefit) | Income tax expense (benefit) was (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Current expense (benefit): | ||||||||||||
Federal | $ | 81,117 | $ | (224 | ) | $ | 9,913 | |||||
State | 8,861 | 5,143 | 3,148 | |||||||||
Foreign | 4,107 | 1,530 | 1,949 | |||||||||
94,085 | 6,449 | 15,010 | ||||||||||
Deferred expense (benefit): | ||||||||||||
Federal | (4,189 | ) | 85,512 | 47,501 | ||||||||
State | 1,975 | 4,273 | (2,010 | ) | ||||||||
Foreign | (2,397 | ) | 4,748 | 1,113 | ||||||||
$ | (4,611 | ) | 94,533 | 46,604 | ||||||||
Income tax expense | $ | 89,474 | $ | 100,982 | $ | 61,614 | ||||||
Schedule Of Effective Income Tax Rate Reconciliation | The Company’s effective tax rate was 35.7%, 39.4% and 30.5%, for the years ended December 31, 2014, 2013 and 2012, respectively. Expected tax expense is computed by applying the United States federal corporate income tax rate of 35.0% to earnings before income taxes. Actual tax expense differs from expected tax expense as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Computed “expected” tax expense | $ | 87,719 | $ | 89,742 | $ | 70,595 | ||||||
Increase (decrease) in income taxes resulting from: | ||||||||||||
State income taxes, net of federal income tax benefit | 6,866 | 6,912 | 6,627 | |||||||||
Central pre-affiliation earnings taxed as S-Corp | — | (4,986 | ) | (9,118 | ) | |||||||
State tax rate change in deferred items | 40 | 711 | (6,414 | ) | ||||||||
Foreign tax rate change in deferred items | — | 5,023 | — | |||||||||
Effect of providing taxes on mark-to-market adjustment of derivatives recorded in AOCI | — | — | 1,785 | |||||||||
Other | (5,151 | ) | 3,580 | (1,861 | ) | |||||||
Income tax expense | $ | 89,474 | $ | 100,982 | $ | 61,614 | ||||||
Components Of Net Deferred Tax Asset (Liability) | The components of the net deferred tax asset (liability) were (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Self-insurance accruals | $ | 61,305 | $ | 49,810 | ||||||||
Allowance for doubtful accounts | 9,561 | 6,968 | ||||||||||
Derivative financial instruments | 2,350 | 4,537 | ||||||||||
Vacation accrual | 4,342 | 3,899 | ||||||||||
Minimum tax credit | — | 5,061 | ||||||||||
Net operating loss | 2,507 | 4,529 | ||||||||||
Amortization of stock options | 9,598 | 10,782 | ||||||||||
Other | 16,040 | 17,259 | ||||||||||
Total deferred tax assets | 105,703 | 102,845 | ||||||||||
Valuation allowance | — | — | ||||||||||
Total deferred tax assets, net | 105,703 | 102,845 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Property and equipment, principally due to differences in depreciation | (401,963 | ) | (393,239 | ) | ||||||||
Prepaid taxes, licenses and permits deducted for tax purposes | (13,170 | ) | (12,897 | ) | ||||||||
Cancellation of debt | (7,503 | ) | (9,401 | ) | ||||||||
Intangible assets | (115,115 | ) | (119,567 | ) | ||||||||
Other | (5,345 | ) | (7,354 | ) | ||||||||
Total deferred tax liabilities | (543,096 | ) | (542,458 | ) | ||||||||
Net deferred tax liability | $ | (437,393 | ) | $ | (439,613 | ) | ||||||
Current Deferred Tax Liability Included In Accrued Liabilities | These amounts are presented in the consolidated balance sheets in the indicated captions, except the current deferred tax liability which is included in accrued liabilities (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred tax asset | $ | 44,861 | $ | 46,833 | ||||||||
Current deferred tax liability | (1,614 | ) | (2,246 | ) | ||||||||
Noncurrent deferred tax liability | (480,640 | ) | (484,200 | ) | ||||||||
Net deferred tax liability | $ | (437,393 | ) | $ | (439,613 | ) | ||||||
Reconciliation Of Unrecognized Tax Benefits | The following is a rollforward of our unrecognized tax benefits (in thousands): | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Unrecognized tax benefits at beginning of year | $ | 2,385 | $ | 2,385 | $ | 2,332 | ||||||
Increases for tax positions taken prior to beginning of year | 95 | — | 149 | |||||||||
Decreases for tax positions taken prior to beginning of year | (741 | ) | — | (53 | ) | |||||||
Settlements | — | — | (43 | ) | ||||||||
Unrecognized tax benefits at end of year | $ | 1,739 | $ | 2,385 | $ | 2,385 | ||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Related Party Transactions [Abstract] | ||||||||||||
Schedule Of Services Received And Provided By Company | The Company provided and received freight services, facility leases, equipment leases, and other services, including repair, equipment sales and employee services to and from several companies controlled by and/or affiliated with the Company's Chief Executive Officer and majority shareholder, Jerry Moyes, as follows (in thousands): | |||||||||||
2014 | ||||||||||||
Central | Other | Total | ||||||||||
Freight Lines, | Affiliated | |||||||||||
Inc. | Entities | |||||||||||
Services Provided by Swift: | ||||||||||||
Freight Services (1) | $ | 25 | $ | 199 | $ | 224 | ||||||
Facility Leases | $ | 843 | $ | 20 | $ | 863 | ||||||
Other Services (4) | $ | 388 | $ | 4 | $ | 392 | ||||||
Services Received by Swift: | ||||||||||||
Freight Services (2) | $ | 24 | $ | — | $ | 24 | ||||||
Facility Leases | $ | 400 | $ | 228 | $ | 628 | ||||||
Other Services (3) | $ | — | $ | 772 | $ | 772 | ||||||
2013 | ||||||||||||
Central | Other | Total | ||||||||||
Freight Lines, | Affiliated | |||||||||||
Inc. | Entities | |||||||||||
Services Provided by Swift: | ||||||||||||
Freight Services (1) | $ | 15 | $ | 160 | $ | 175 | ||||||
Facility Leases | $ | 716 | $ | 20 | $ | 736 | ||||||
Other Services (4) | $ | 1,000 | $ | 159 | $ | 1,159 | ||||||
Services Received by Swift: | ||||||||||||
Freight Services (2) | $ | 47 | $ | — | $ | 47 | ||||||
Facility Leases | $ | 399 | $ | 200 | $ | 599 | ||||||
Other Services (3) | $ | — | $ | 1,008 | $ | 1,008 | ||||||
2012 | ||||||||||||
Central | Other | Total | ||||||||||
Freight Lines, | Affiliated | |||||||||||
Inc. | Entities | |||||||||||
Services Provided by Swift: | ||||||||||||
Freight Services (1) | $ | 8,117 | $ | 1,265 | $ | 9,382 | ||||||
Facility Leases | $ | 711 | $ | 20 | $ | 731 | ||||||
Other Services (4) | $ | — | $ | 135 | $ | 135 | ||||||
Services Received by Swift: | ||||||||||||
Freight Services (2) | $ | 50 | $ | — | $ | 50 | ||||||
Facility Leases | $ | 626 | $ | — | $ | 626 | ||||||
Other Services (3) | $ | — | $ | 1,246 | $ | 1,246 | ||||||
____________ | ||||||||||||
-1 | The rates the Company charges for freight services to each of these companies for transportation services are market rates, which are comparable to what it charges third-party customers. These transportation services provided to affiliated entities provide the Company with an additional source of operating revenue at its normal freight rates. | |||||||||||
-2 | Transportation services received from Central Freight represent LTL (less-than-truckload) freight services rendered to haul parts and equipment to Company shop locations. The rates paid to Central Freight for these loads are comparable to market rates charged by other non-affiliated LTL carriers. | |||||||||||
-3 | Other services received by the Company from the identified related parties included executive air transport, fuel storage, event fees, equipment purchases, miscellaneous repair services, and certain third-party payroll and employee benefits administration services. | |||||||||||
-4 | Other services provided by the Company to the identified related parties included: equipment sales and miscellaneous services. | |||||||||||
Receivables and Payables pertaining to these related party transactions were (in thousands): | ||||||||||||
Central | Other | Total | ||||||||||
Freight Lines, | Affiliated | |||||||||||
Inc. | Entities | |||||||||||
December 31, 2014: | ||||||||||||
Receivable | $ | 93 | $ | 23 | $ | 116 | ||||||
Payable | $ | 1 | $ | — | $ | 1 | ||||||
December 31, 2013: | ||||||||||||
Receivable | $ | 1,034 | $ | 32 | $ | 1,066 | ||||||
Payable | $ | 74 | $ | 1 | $ | 75 | ||||||
Related Party Transactions Disclosure [Text Block] | Related Party Transactions | |||||||||||
The Company provided and received freight services, facility leases, equipment leases, and other services, including repair, equipment sales and employee services to and from several companies controlled by and/or affiliated with the Company's Chief Executive Officer and majority shareholder, Jerry Moyes, as follows (in thousands): | ||||||||||||
2014 | ||||||||||||
Central | Other | Total | ||||||||||
Freight Lines, | Affiliated | |||||||||||
Inc. | Entities | |||||||||||
Services Provided by Swift: | ||||||||||||
Freight Services (1) | $ | 25 | $ | 199 | $ | 224 | ||||||
Facility Leases | $ | 843 | $ | 20 | $ | 863 | ||||||
Other Services (4) | $ | 388 | $ | 4 | $ | 392 | ||||||
Services Received by Swift: | ||||||||||||
Freight Services (2) | $ | 24 | $ | — | $ | 24 | ||||||
Facility Leases | $ | 400 | $ | 228 | $ | 628 | ||||||
Other Services (3) | $ | — | $ | 772 | $ | 772 | ||||||
2013 | ||||||||||||
Central | Other | Total | ||||||||||
Freight Lines, | Affiliated | |||||||||||
Inc. | Entities | |||||||||||
Services Provided by Swift: | ||||||||||||
Freight Services (1) | $ | 15 | $ | 160 | $ | 175 | ||||||
Facility Leases | $ | 716 | $ | 20 | $ | 736 | ||||||
Other Services (4) | $ | 1,000 | $ | 159 | $ | 1,159 | ||||||
Services Received by Swift: | ||||||||||||
Freight Services (2) | $ | 47 | $ | — | $ | 47 | ||||||
Facility Leases | $ | 399 | $ | 200 | $ | 599 | ||||||
Other Services (3) | $ | — | $ | 1,008 | $ | 1,008 | ||||||
2012 | ||||||||||||
Central | Other | Total | ||||||||||
Freight Lines, | Affiliated | |||||||||||
Inc. | Entities | |||||||||||
Services Provided by Swift: | ||||||||||||
Freight Services (1) | $ | 8,117 | $ | 1,265 | $ | 9,382 | ||||||
Facility Leases | $ | 711 | $ | 20 | $ | 731 | ||||||
Other Services (4) | $ | — | $ | 135 | $ | 135 | ||||||
Services Received by Swift: | ||||||||||||
Freight Services (2) | $ | 50 | $ | — | $ | 50 | ||||||
Facility Leases | $ | 626 | $ | — | $ | 626 | ||||||
Other Services (3) | $ | — | $ | 1,246 | $ | 1,246 | ||||||
____________ | ||||||||||||
-1 | The rates the Company charges for freight services to each of these companies for transportation services are market rates, which are comparable to what it charges third-party customers. These transportation services provided to affiliated entities provide the Company with an additional source of operating revenue at its normal freight rates. | |||||||||||
-2 | Transportation services received from Central Freight represent LTL (less-than-truckload) freight services rendered to haul parts and equipment to Company shop locations. The rates paid to Central Freight for these loads are comparable to market rates charged by other non-affiliated LTL carriers. | |||||||||||
-3 | Other services received by the Company from the identified related parties included executive air transport, fuel storage, event fees, equipment purchases, miscellaneous repair services, and certain third-party payroll and employee benefits administration services. | |||||||||||
-4 | Other services provided by the Company to the identified related parties included: equipment sales and miscellaneous services. | |||||||||||
Receivables and Payables pertaining to these related party transactions were (in thousands): | ||||||||||||
Central | Other | Total | ||||||||||
Freight Lines, | Affiliated | |||||||||||
Inc. | Entities | |||||||||||
December 31, 2014: | ||||||||||||
Receivable | $ | 93 | $ | 23 | $ | 116 | ||||||
Payable | $ | 1 | $ | — | $ | 1 | ||||||
December 31, 2013: | ||||||||||||
Receivable | $ | 1,034 | $ | 32 | $ | 1,066 | ||||||
Payable | $ | 74 | $ | 1 | $ | 75 | ||||||
In addition to the transactions identified above,the Company purchased parts and equipment totaling $184 thousand from Thermo King West, Inc. and Thermo King Chesapeake, Inc.; companies owned by board of directors member William Riley III, after his addition to the board in July 2014. As of December 31, 2014, the Company had total payables of approximately $23 thousand due to Thermo King West, Inc. and Thermo King Chesapeake, Inc. |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||
Carrying Amounts And Estimated Fair Values Of Financial Instruments | The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments (in thousands): | |||||||||||||||||||
December 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||||||
Financial Assets: | ||||||||||||||||||||
Restricted investments | $ | 24,510 | $ | 24,502 | $ | 25,814 | $ | 25,808 | ||||||||||||
Financial Liabilities: | ||||||||||||||||||||
2014 Agreement: Term Loan A | 500,000 | 500,000 | — | — | ||||||||||||||||
2014 Agreement: Term Loan B | 396,080 | 390,436 | — | — | ||||||||||||||||
2013 Agreement: Term Loan B-1 | — | — | 229,000 | 230,031 | ||||||||||||||||
2013 Agreement: Term Loan B-2 | — | — | 410,000 | 412,358 | ||||||||||||||||
Senior Notes | — | — | 493,825 | 549,059 | ||||||||||||||||
Securitization of accounts receivable | 334,000 | 334,000 | 264,000 | 264,000 | ||||||||||||||||
The carrying | ||||||||||||||||||||
Liabilities That Were Measured At Estimated Fair Value On Recurring Basis | As of December 31, 2014 and 2013, no assets of the Company were measured at estimated fair value on a recurring basis. As of December 31, 2014 and 2013, information about inputs into the estimated fair value measurements of each major category of the Company’s liabilities that were measured at estimated fair value on a recurring basis in periods subsequent to their initial recognition was as follows (in thousands): | |||||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||||||
Estimated | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | |||||||||||||||||
Fair Value | ||||||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||
Interest rate swaps | $ | 6,109 | $ | — | $ | 6,109 | $ | — | ||||||||||||
As of December 31, 2013 | ||||||||||||||||||||
Interest rate swaps | $ | 11,768 | $ | — | $ | 11,768 | $ | — | ||||||||||||
Assets That Were Measured At Estimated Fair Value On Non-Recurring Basis | As of December 31, 2013, none of the Company's assets were measured at estimated fair value on a nonrecurring basis. The following table presents assets measured at estimated fair value on a nonrecurring basis, as of December 31, 2014 (in thousands): | |||||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||||||
Estimated Fair Value | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Gains (Losses) | ||||||||||||||||
As of December 31, 2014 | ||||||||||||||||||||
Other assets (1) | $ | — | $ | — | $ | — | $ | — | $ | (2,308 | ) | |||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule Of Intangible Assets | Intangible asset balances were as follows (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Customer Relationship: | ||||||||
Gross carrying value | $ | 275,324 | $ | 275,324 | ||||
Accumulated amortization | (156,428 | ) | (139,614 | ) | ||||
Trade Name: | ||||||||
Gross carrying value | 181,037 | 181,037 | ||||||
Intangible assets, net | $ | 299,933 | $ | 316,747 | ||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Schedule of Goodwill | The following presents the components of goodwill by reportable segment as of December 31, 2014 and 2013 (in thousands): | |||||||||||
Gross Carrying Amount | Accumulated Impairment Losses | Net Carrying Amount | ||||||||||
Truckload | $ | 376,998 | $ | (190,394 | ) | $ | 186,604 | |||||
Dedicated | 130,742 | (64,090 | ) | 66,652 | ||||||||
Total | $ | 507,740 | $ | (254,484 | ) | $ | 253,256 | |||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Calculation Of Basic And Diluted Earnings Per Share Attributable To Stockholders | Earnings per Share | ||||||||
Basic and diluted earnings per share, as presented in the consolidated income statements, are calculated by dividing net income by the respective weighted average common shares outstanding during the period. | |||||||||
The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding (in thousands): | |||||||||
2014 | 2013 | 2012 | |||||||
Basic weighted average common shares outstanding | 141,431 | 140,179 | 139,532 | ||||||
Dilutive effect of stock options | 2,044 | 2,042 | 87 | ||||||
Diluted weighted average common shares outstanding | 143,475 | 142,221 | 139,619 | ||||||
Anti-dilutive shares excluded from diluted earnings per share (1) | 162 | 174 | 4,356 | ||||||
____________ | |||||||||
-1 | The impact of certain outstanding options to purchase shares of the Company’s Class A common stock were anti-dilutive because the options' exercise prices were greater than the average market prices of the common shares. These anti-dilutive shares were excluded from the calculation of diluted earnings per share. |
Quarterly_Result_Of_Operations1
Quarterly Result Of Operations (unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Selected Quarterly Financial Information [Abstract] | ||||||||||||||||
Quarterly Results of Operations | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
(In thousands, except per share data) | ||||||||||||||||
2014:00:00 | ||||||||||||||||
Operating revenue | $ | 1,008,446 | $ | 1,075,898 | $ | 1,074,880 | $ | 1,139,500 | ||||||||
Operating income | 46,170 | 94,022 | 97,411 | 132,467 | ||||||||||||
Net income | 12,305 | 40,198 | 50,158 | 58,491 | ||||||||||||
Basic earnings per share | 0.09 | 0.28 | 0.35 | 0.41 | ||||||||||||
Diluted earnings per share | 0.09 | 0.28 | 0.35 | 0.41 | ||||||||||||
2013:00:00 | ||||||||||||||||
Operating revenue (1) | $ | 981,608 | $ | 1,029,071 | $ | 1,032,127 | $ | 1,075,389 | ||||||||
Operating income (1) | 69,718 | 100,266 | 84,420 | 102,555 | ||||||||||||
Net income (1) | 30,292 | 49,879 | 29,953 | 45,298 | ||||||||||||
Basic earnings per share (1) | 0.22 | 0.36 | 0.21 | 0.32 | ||||||||||||
Diluted earnings per share (1) | 0.21 | 0.35 | 0.21 | 0.32 | ||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Summary Of Financial Information By Segments | Set forth in the tables below is certain financial information with respect to the Company’s segments (in thousands): | |||||||||||
Operating Revenue | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Truckload | $ | 2,301,010 | $ | 2,313,035 | $ | 2,282,342 | ||||||
Dedicated | 892,078 | 738,929 | 724,405 | |||||||||
Central Refrigerated | 417,980 | 452,531 | 415,733 | |||||||||
Intermodal | 401,577 | 376,075 | 355,494 | |||||||||
Subtotal | 4,012,645 | 3,880,570 | 3,777,974 | |||||||||
Non-reportable segment | 342,969 | 287,853 | 268,821 | |||||||||
Intersegment eliminations | (56,890 | ) | (50,228 | ) | (70,710 | ) | ||||||
Consolidated operating revenue | $ | 4,298,724 | $ | 4,118,195 | $ | 3,976,085 | ||||||
Operating Income (Loss) | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Truckload | $ | 258,072 | $ | 225,963 | $ | 246,005 | ||||||
Dedicated | 75,794 | 83,520 | 74,026 | |||||||||
Central Refrigerated | 14,035 | 17,682 | 21,334 | |||||||||
Intermodal | 8,298 | 5,619 | (6,486 | ) | ||||||||
Subtotal | 356,199 | 332,784 | 334,879 | |||||||||
Non-reportable segment | 13,871 | 24,175 | 16,937 | |||||||||
Consolidated operating income | $ | 370,070 | $ | 356,959 | $ | 351,816 | ||||||
Depreciation and Amortization Expense | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Truckload | $ | 113,875 | $ | 127,404 | $ | 121,004 | ||||||
Dedicated | 53,682 | 45,568 | 44,088 | |||||||||
Central Refrigerated | 12,510 | 13,926 | 14,539 | |||||||||
Intermodal | 10,875 | 9,268 | 9,209 | |||||||||
Subtotal | 190,942 | 196,166 | 188,840 | |||||||||
Non-reportable segment | 30,180 | 29,842 | 29,999 | |||||||||
Consolidated depreciation and amortization expense | $ | 221,122 | $ | 226,008 | $ | 218,839 | ||||||
Description_of_Business_and_Ba3
Description of Business and Basis of Presentation Central Acquisition (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||
Aug. 06, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | |||
Business Acquisition [Line Items] | ||||||||||||||||
Accounts Receivable Proceeds Used For Acquisition | $100,000,000 | |||||||||||||||
Assets, Current | 800,408,000 | 734,032,000 | 800,408,000 | 734,032,000 | 742,091,000 | 734,032,000 | ||||||||||
Assets | 2,937,582,000 | 2,809,008,000 | 2,937,582,000 | 2,809,008,000 | 2,791,981,000 | 2,809,008,000 | ||||||||||
Liabilities, Current | 422,222,000 | 384,368,000 | 422,222,000 | 384,368,000 | 383,449,000 | 384,368,000 | ||||||||||
Liabilities | 2,467,288,000 | 2,525,421,000 | 2,467,288,000 | 2,525,421,000 | 2,501,777,000 | 2,525,421,000 | ||||||||||
Total stockholders’ equity | 470,294,000 | 283,587,000 | 470,294,000 | 283,587,000 | 290,204,000 | 283,587,000 | 155,186,000 | |||||||||
Revenues | 1,139,500,000 | 1,074,880,000 | 1,075,898,000 | 1,008,446,000 | 1,075,389,000 | 1,032,127,000 | 1,029,071,000 | [1] | 981,608,000 | [1] | 4,298,724,000 | 4,118,195,000 | 3,976,085,000 | |||
Operating income | 132,467,000 | 97,411,000 | 94,022,000 | 46,170,000 | 102,555,000 | 84,420,000 | 100,266,000 | [1] | 69,718,000 | [1] | 370,070,000 | 356,959,000 | 351,816,000 | |||
Net income | 58,491,000 | 50,158,000 | 40,198,000 | 12,305,000 | 45,298,000 | 29,953,000 | 49,879,000 | [1] | 30,292,000 | [1] | 161,152,000 | 155,422,000 | 140,087,000 | |||
Basic earnings per share | $0.41 | $0.35 | $0.28 | $0.09 | $1.14 | $1.11 | $1 | |||||||||
Diluted earnings per share | $0.41 | $0.35 | $0.28 | $0.09 | $0.32 | $0.21 | $0.35 | [1] | $0.21 | [1] | $1.12 | $1.09 | $1 | |||
Net Cash Provided by (Used in) Operating Activities | 395,781,000 | 473,504,000 | 447,118,000 | |||||||||||||
Net Cash Provided by (Used in) Investing Activities | -139,750,000 | -311,720,000 | -169,129,000 | |||||||||||||
Net Cash Provided by (Used in) Financing Activities | -210,077,000 | -156,202,000 | -306,477,000 | |||||||||||||
Central Refrigerated Service, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Accounts Receivable Proceeds Used For Acquisition | 100,000,000 | |||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 36,000,000 | |||||||||||||||
Business Combination, Consideration Transferred | 225,000,000 | |||||||||||||||
Payments to Acquire Businesses, Gross | 189,000,000 | |||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 2,400,000 | |||||||||||||||
Central Refrigerated Service, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Assets, Current | 68,211,000 | |||||||||||||||
Assets | 160,560,000 | |||||||||||||||
Liabilities, Current | 60,813,000 | |||||||||||||||
Liabilities | 100,367,000 | |||||||||||||||
Total stockholders’ equity | 60,193,000 | |||||||||||||||
Revenues | 484,657,000 | |||||||||||||||
Operating income | 29,770,000 | |||||||||||||||
Net income | 25,498,000 | |||||||||||||||
Basic earnings per share | $0.18 | |||||||||||||||
Diluted earnings per share | $0.18 | |||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 40,562,000 | |||||||||||||||
Net Cash Provided by (Used in) Investing Activities | 3,370,000 | |||||||||||||||
Net Cash Provided by (Used in) Financing Activities | -43,932,000 | |||||||||||||||
Consolidation, Eliminations [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Assets, Current | -657,000 | |||||||||||||||
Assets | -757,000 | |||||||||||||||
Liabilities, Current | -657,000 | |||||||||||||||
Liabilities | -657,000 | |||||||||||||||
Total stockholders’ equity | -100,000 | |||||||||||||||
Revenues | -1,754,000 | |||||||||||||||
Operating income | 0 | |||||||||||||||
Net income | 0 | |||||||||||||||
Basic earnings per share | $0 | |||||||||||||||
Diluted earnings per share | $0 | |||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 0 | |||||||||||||||
Net Cash Provided by (Used in) Investing Activities | 0 | |||||||||||||||
Net Cash Provided by (Used in) Financing Activities | 0 | |||||||||||||||
Scenario, Previously Reported [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Assets, Current | 674,537,000 | |||||||||||||||
Assets | 2,632,178,000 | |||||||||||||||
Liabilities, Current | 323,293,000 | |||||||||||||||
Liabilities | 2,402,067,000 | |||||||||||||||
Total stockholders’ equity | 230,111,000 | |||||||||||||||
Revenues | 3,493,182,000 | |||||||||||||||
Operating income | 322,046,000 | |||||||||||||||
Net income | 114,589,000 | |||||||||||||||
Basic earnings per share | $0.82 | |||||||||||||||
Diluted earnings per share | $0.82 | |||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 406,556,000 | |||||||||||||||
Net Cash Provided by (Used in) Investing Activities | -172,499,000 | |||||||||||||||
Net Cash Provided by (Used in) Financing Activities | ($262,545,000) | |||||||||||||||
Chief Executive Officer [Member] | Central Refrigerated Service, Inc. [Member] | Class B Common Stock [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combinations, Equity Interests Issued and Issuable, Held In Escrow | 1,131,862 | |||||||||||||||
[1] | The first and second quarter results of 2013 have been recast due to the acquisition of Central. Refer to Note1 for further information regarding the acquisition. |
Description_of_Business_and_Ba4
Description of Business and Basis of Presentation Description of Business (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Trailer | |
Vehicle | |
Description of Business [Abstract] | |
Number of Reportable Segments | 4 |
Number Of Company Operated National Terminal Network And Tractor Fleet | 18,836 |
Number Of Tractors Driven By Company Drivers | 13,882 |
Number Of Owner Operator Tractors | 4,954 |
Number Of Fleet Of Trailers | 61,652 |
Number Of Intermodal Containers | 9,150 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Percentage Of Income Tax Positions Likely To Be Realized | 50.00% |
Percentage Of Amortizable Goodwill And Intangible Asset | 150.00% |
Minimum [Member] | Land, Buildings and Improvements [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Revenue And Service Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Land, Buildings and Improvements [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Maximum [Member] | Revenue And Service Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 20 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Restricted_Investments_Amortiz
Restricted Investments (Amortized Cost, Gross Unrealized Gains And Losses, Estimated Fair Value Of Fixed Maturity Securities) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Restricted held to maturity investments | 1 year | |
Securities with unrealized losses for less than 12 months | 24 | 15 |
U.S. Corporate Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Cost or Amortized Cost | 20,892 | 20,197 |
Gross Unrealized, Gains | 2 | 2 |
Gross Unrealized, Temporary Losses | -10 | -7 |
Estimated Fair Value | 20,884 | 20,192 |
Foreign Corporate Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Cost or Amortized Cost | 1,503 | 3,502 |
Gross Unrealized, Gains | 0 | 0 |
Gross Unrealized, Temporary Losses | 0 | 0 |
Estimated Fair Value | 1,503 | 3,502 |
Negotiable Certificate Of Deposits [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Cost or Amortized Cost | 2,115 | 2,115 |
Gross Unrealized, Gains | 0 | 0 |
Gross Unrealized, Temporary Losses | 0 | -1 |
Estimated Fair Value | 2,115 | 2,114 |
Total Restricted Investments [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Cost or Amortized Cost | 24,510 | 25,814 |
Gross Unrealized, Gains | 2 | 2 |
Gross Unrealized, Temporary Losses | -10 | -8 |
Estimated Fair Value | 24,502 | 25,808 |
Accounts_Receivable_Accounts_R
Accounts Receivable Accounts Receivable (Schedule Of Accounts Receivable) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable, gross | $488,923 | $425,940 | ||
Less: Allowance for doubtful accounts | -9,924 | -7,504 | -7,432 | -6,617 |
Accounts receivable, net | 478,999 | 418,436 | ||
Trade Customers [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable, gross | 457,823 | 392,233 | ||
Equipment Manufacturers [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable, gross | 7,725 | 6,102 | ||
Other [Member] | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Accounts receivable, gross | $23,375 | $27,605 |
Accounts_Receivable_Accounts_R1
Accounts Receivable Accounts Receivable (Schedule Of Allowance For Doubtful Accounts) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables [Abstract] | |||
Beginning balance | $7,504 | $7,432 | $6,617 |
Provision | 2,844 | 1,370 | 977 |
Recoveries | 89 | 35 | 103 |
Write-offs | -513 | -1,333 | -265 |
Ending balance | $9,924 | $7,504 | $7,432 |
Assets_Held_For_Sale_Schedule_
Assets Held For Sale (Schedule Of Assets Held For Sale) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $2,907 | $19,268 |
Land And Facilities [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 288 | 14,627 |
Revenue Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $2,619 | $4,641 |
Assets_Held_For_Sale_Narrative
Assets Held For Sale (Narrative) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
property | |||
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |||
Period of time assets are expected to be sold, months | 12 months | ||
Number of properties sold | 5 | ||
Statement [Line Items] | |||
Asset held for sale | $14,500,000 | ||
Gain (Loss) on Sale of Properties | 3,018,000 | 6,876,000 | 0 |
Gain on sale of real property | 0 | 6,876,000 | 0 |
Utah, Oregon, California and Georgia [Member] | |||
Statement [Line Items] | |||
Asset held for sale | 14,100,000 | ||
Arizona [Member] | |||
Statement [Line Items] | |||
Asset held for sale | $25,600,000 |
Equity_Investment_And_Note_Rec1
Equity Investment And Note Receivable- Swift Power Services, LLC (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 29, 2012 | |
business | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Impairments on non-operating assets | $6,000,000 | $0 | $0 | $5,979,000 | |
Equity losses of investee | 0 | 537,000 | 1,007,000 | ||
Carrying value of note receivable, net | 15,625,000 | 15,575,000 | 15,625,000 | ||
SPS Equity Investee [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Company contribution in Swift Power Services, LLC | 0 | 0 | 0 | ||
Equity losses of investee | 0 | 277,000 | 1,000,000 | ||
Carrying value of note receivable, net | 0 | ||||
Swift Power Services, LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Company contribution in Swift Power Services, LLC | 500,000 | ||||
Ownership interest in Swift Power Services, LLC | 49.95% | ||||
Number of trucking companies to be acquired | 3 | ||||
Secured promissory note loaned to SPS | $7,500,000 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ||
Employee compensation | $50,398 | $56,427 |
Owner-operator lease purchase reserve | 10,418 | 10,335 |
Income tax accrual | 3,541 | 4,785 |
Accrued owner-operator expenses | 6,507 | 6,866 |
Deferred revenue | 1,504 | 484 |
Fuel and property taxes | 3,812 | 5,241 |
Accrued interest expense | 4,216 | 11,328 |
Other | 19,933 | 15,279 |
Accrued liabilities | $100,329 | $110,745 |
Notes_Receivable_Details
Notes Receivable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Receivables [Abstract] | ||
Notes receivable due from owner-operators, with interest rates at 15%, secured by revenue equipment. Terms range from several months to three years | $13,642 | $13,264 |
Other | 1,933 | 2,361 |
Total notes receivable | 15,575 | 15,625 |
Less: current portion | -9,202 | -7,210 |
Long-term notes receivable | $6,373 | $8,415 |
Claims_Accruals_Details
Claims Accruals (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Claims Accruals [Line Items] | ||
Claims accrual | $224,944 | $194,051 |
Less: current portion | -81,251 | -75,469 |
Long-term claim accruals | 143,693 | 118,582 |
Auto And Collision Liability [Member] | ||
Claims Accruals [Line Items] | ||
Claims accrual | 112,548 | 102,462 |
Workers Compensation Liability [Member] | ||
Claims Accruals [Line Items] | ||
Claims accrual | 82,439 | 70,145 |
Owner Operator Claims Liability [Member] | ||
Claims Accruals [Line Items] | ||
Claims accrual | 13,233 | 8,610 |
Group Medical Liability [Member] | ||
Claims Accruals [Line Items] | ||
Claims accrual | 12,064 | 9,946 |
Cargo Damage Liability [Member] | ||
Claims Accruals [Line Items] | ||
Claims accrual | $4,660 | $2,888 |
Accounts_Receivable_Securitiza2
Accounts Receivable Securitization (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Aug. 06, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 26, 2014 | ||
Accounts Receivable Securitization Terms [Line Items] | ||||||
Accounts Receivable Proceeds Used For Acquisition | $100,000,000 | |||||
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount | 334,000,000 | 264,000,000 | ||||
Debt Instrument, Fee | 3.5 | 3.1 | 3.3 | |||
2013 RSA [Member] | ||||||
Accounts Receivable Securitization Terms [Line Items] | ||||||
Accounts Receivable Securitization Borrowing Base | 360,700,000 | 300,800,000 | ||||
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount | -334,000,000 | -264,000,000 | ||||
Receivables Sale Agreement Borrowing Capacity | 375,000,000 | [1] | 325,000,000 | |||
Debt Instrument, Interest Rate | 0.80% | |||||
Debt Instrument, Interest Rate During Period | 1.10% | |||||
Receivables Sale Agreement Termination Date | 13-Jul-16 | |||||
Debt Instrument, Fee | 35 basis points | |||||
Interest rate base | commercial paper rates + 95 basis points | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.95% | |||||
Debt Instrument, Interest Rate, Unused Capacity Fee | 0.35% | |||||
Accounts Receivable Securitization Remaining Borrowing | 26,700,000 | 36,800,000 | ||||
2011 RSA [Member] | ||||||
Accounts Receivable Securitization Terms [Line Items] | ||||||
Receivables Sale Agreement Borrowing Capacity | $275,000,000 | |||||
Receivables Sale Agreement Termination Date | 8-Jun-14 | |||||
Debt Instrument, Fee | 40 basis points | |||||
Interest rate base | commercial paper rates + 125 basis points | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Debt Instrument, Interest Rate, Unused Capacity Fee | 0.40% | |||||
[1] | (1) On September 26, 2014, the Company exercised an accordion option, increasing borrowing capacity on the 2013 RSA from $325.0 million to $375.0 million. |
Debt_And_Financing_Transaction2
Debt And Financing Transactions (Schedule Of Long-Term Debt Outstanding) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 09, 2014 |
Debt Instrument [Line Items] | |||
Long Term debt, Including Revolving Line of Credit | $960,060 | $1,167,305 | |
Total | 903,060 | 1,150,305 | |
Other Long-term Debt | 6,980 | 17,480 | |
Less: current portion | -31,445 | -11,387 | |
Long-term debt and obligations under capital leases | 871,615 | 1,138,918 | |
2014 Agreement, Term Loan A [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | 9-Jun-19 | ||
Total | 500,000 | 0 | |
2014 Agreement, Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | 9-Jun-21 | ||
Original Issue Discount On Debt | 920 | ||
Total | 396,080 | 0 | |
First Lien Term Loan B 1 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | 21-Dec-16 | ||
Total | 0 | 229,000 | 229,000 |
First Lien Term Loan B 2 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | 21-Dec-17 | ||
Total | 0 | 410,000 | 371,000 |
Senior Second Priority Secured Notes Due November 15, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 0 | 493,825 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | 15-Nov-18 | ||
Original Issue Discount On Debt | $6,175 |
Debt_And_Financing_Transaction3
Debt And Financing Transactions (Narrative) (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 26 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Nov. 15, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 08, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 09, 2019 | Sep. 30, 2014 | Aug. 06, 2013 | Dec. 31, 2015 | Jun. 09, 2014 | |||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Fee | 3.5 | 3.1 | 3.3 | |||||||||||
Debt Instrument, Repurchase Amount | $428,100,000 | |||||||||||||
Letters of credit amount outstanding | 100,300,000 | |||||||||||||
Debt Instrument, Redemption Price, Percentage | 105.00% | |||||||||||||
Debt assumed in acquisition | 903,060,000 | 1,150,305,000 | ||||||||||||
Deferred loan costs | 10,400,000 | 8,900,000 | ||||||||||||
Non-cash loss on debt extinguishment and write-offs of deferred financing costs and original issue discount | 11,994,000 | 5,540,000 | 22,219,000 | |||||||||||
Minimum principal payment - commencement date (2) | 31-Mar-15 | |||||||||||||
Proceeds from long-term debt | 900,000,000 | 26,267,000 | 11,304,000 | |||||||||||
Central Refrigerated Service, Inc. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of debt | 38,000,000 | |||||||||||||
Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding letters of credit fees incurred | 0.00% | |||||||||||||
Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding letters of credit fees incurred | 1.00% | |||||||||||||
First Lien Term Loan B 2 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate During Period | 4.00% | |||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit agreement, maximum borrowing capacity | 400,000,000 | |||||||||||||
Letters of credit amount outstanding | 108,500,000 | |||||||||||||
Debt Instrument, Maturity Date | 21-Sep-16 | |||||||||||||
Interest rate base | LIBOR | |||||||||||||
Interest rate minimum margin (1) | 3.00% | [1] | ||||||||||||
Interest rate maximum margin (1) | 3.25% | [1] | ||||||||||||
First Lien Term Loan B 2 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit agreement, maximum borrowing capacity | 410,000,000 | |||||||||||||
Minimum LIBOR rate | 1.00% | |||||||||||||
Debt assumed in acquisition | 0 | 410,000,000 | 371,000,000 | |||||||||||
Debt Instrument, Maturity Date | 21-Dec-17 | |||||||||||||
Interest rate base | LIBOR | |||||||||||||
Interest rate minimum margin (1) | 3.00% | [1] | ||||||||||||
Interest rate maximum margin (1) | 3.00% | [1] | ||||||||||||
First Lien Term Loan B 1 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate During Period | 2.92% | |||||||||||||
Credit agreement, maximum borrowing capacity | 350,000,000 | |||||||||||||
Debt assumed in acquisition | 0 | 229,000,000 | 229,000,000 | |||||||||||
Debt Instrument, Maturity Date | 21-Dec-16 | |||||||||||||
Interest rate base | LIBOR | |||||||||||||
Interest rate minimum margin (1) | 2.75% | [1] | ||||||||||||
Interest rate maximum margin (1) | 2.75% | [1] | ||||||||||||
2014 Agreement, Term Loan A [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit agreement, maximum borrowing capacity | 500,000,000 | |||||||||||||
Minimum LIBOR rate | 0.00% | |||||||||||||
Quarterly principal payments | 5,625,000 | [2] | 11,300,000 | |||||||||||
Debt assumed in acquisition | 500,000,000 | 0 | ||||||||||||
Debt Instrument, Maturity Date | 9-Jun-19 | |||||||||||||
Interest rate base | LIBOR | |||||||||||||
Interest rate minimum margin (1) | 1.50% | [3] | ||||||||||||
Interest rate maximum margin (1) | 2.25% | [3] | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 2.16% | |||||||||||||
Minimum principal payment - frequency | Quarterly | |||||||||||||
Proceeds from long-term debt | 450,000,000 | 50,000,000 | ||||||||||||
Senior Second Priority Secured Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Face value of second priority senior notes | 500,000,000 | |||||||||||||
Debt Instrument, Repurchase Amount | 71,900,000 | 71,900,000 | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 105.58% | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
2012 Agreement [Member] | First Lien Term Loan B 1 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Frequency of payments | Quarterly | |||||||||||||
2012 Agreement [Member] | First Lien Term Loan B 2 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Frequency of payments | Quarterly | |||||||||||||
2013 Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Non-cash loss on debt extinguishment and write-offs of deferred financing costs and original issue discount | -5,500,000 | |||||||||||||
Notes payable, due March 2016 [Member] | Secured Debt [Member] | Central Refrigerated Service, Inc. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of debt | 3,400,000 | |||||||||||||
CRS 2013 Agreement [Member] | Revolving Credit Facility [Member] | Central Refrigerated Service, Inc. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Face value of second priority senior notes | 50,000,000 | |||||||||||||
CRS 2013 Agreement [Member] | Loans Payable [Member] | Central Refrigerated Service, Inc. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Face value of second priority senior notes | 16,000,000 | |||||||||||||
Balloon payment to be paid, as a percentage of principal | 30.00% | |||||||||||||
Senior Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Non-cash loss on debt extinguishment and write-offs of deferred financing costs and original issue discount | -39,900,000 | |||||||||||||
Debt Instrument, Maturity Date | 15-Nov-18 | |||||||||||||
First Lien Term Loan One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Non-cash loss on debt extinguishment and write-offs of deferred financing costs and original issue discount | -22,200,000 | |||||||||||||
2014 Agreement, Term Loan B [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit agreement, maximum borrowing capacity | 400,000,000 | |||||||||||||
Minimum LIBOR rate | 0.75% | |||||||||||||
Quarterly principal payments | 1,000,000 | |||||||||||||
Debt assumed in acquisition | 396,080,000 | 0 | ||||||||||||
Debt Instrument, Maturity Date | 9-Jun-21 | |||||||||||||
Interest rate base | LIBOR | |||||||||||||
Interest rate minimum margin (1) | 3.00% | [3] | 2.75% | |||||||||||
Interest rate maximum margin (1) | 3.00% | [3] | 3.00% | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 3.75% | |||||||||||||
Minimum principal payment - frequency | Quarterly | |||||||||||||
Minimum principal payment - commencement date (2) | 30-Jun-14 | |||||||||||||
2014 Agreement, Credit Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit agreement, maximum borrowing capacity | 450,000,000 | |||||||||||||
Minimum LIBOR rate | 0.00% | |||||||||||||
Quarterly principal payments | 0 | |||||||||||||
Outstanding letters of credit fees incurred | 0.00% | |||||||||||||
Debt Instrument, Maturity Date | 9-Jun-19 | |||||||||||||
Interest rate base | LIBOR | |||||||||||||
Interest rate minimum margin (1) | 1.50% | [3] | ||||||||||||
Interest rate maximum margin (1) | 2.25% | [3] | ||||||||||||
Minimum principal payment - frequency | Once | |||||||||||||
Minimum principal payment - commencement date (2) | 30-Jun-19 | |||||||||||||
Proceeds from long-term debt | 164,000,000 | |||||||||||||
2014 Agreement, Credit Facility [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding letters of credit fees incurred | 0.00% | |||||||||||||
2014 Agreement, Credit Facility [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding letters of credit fees incurred | 0.00% | |||||||||||||
Letter of Credit [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Fee | 0.02 | |||||||||||||
Fixed Rate Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 12.50% | |||||||||||||
Central Refrigerated Service, Inc. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from lines of credit | 85,000,000 | |||||||||||||
Central Refrigerated Service, Inc. [Member] | Notes payable, due May 2015 [Member] | Secured Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt assumed in acquisition | $1,200,000 | $2,190,000 | ||||||||||||
[1] | (1)As of December 31, 2013, interest accrued at 2.92% and 4.00% on the Company’s first lien term loan B-1 and B-2 tranches, respectively. The commitment fee for the unused portion of the $400.0 million revolving credit facility ranged from 0.25% to 0.50%, depending on the Company’s consolidated leverage ratio. | |||||||||||||
[2] | (2)Commencing in March 2017, the minimum principal payment amount on the Term Loan A is $11.3 million. | |||||||||||||
[3] | (1)Interest rate margins on the Term Loan A and Revolver are based on the Company's consolidated leverage ratio. Additionally, after December 31, 2014, interest rate margins on the Term Loan B will be determined by the Company's consolidated leverage ratio, and will range from 2.75% to 3.00%. As of December 31, 2014, interest accrues at 2.16% and 3.75% on the Term Loan A and Term Loan B, respectively. |
Leases_Detail
Leases (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Leases [Abstract] | |||
2015 | $132,007,000 | ||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 210,774,000,000 | ||
Capital leases obligations, current | -42,902,000 | -63,669,000 | |
Accumulated amortization | 68,000,000 | 89,000,000 | |
Capital Leases, Net Investment in Direct Financing Leases | 270,600,000 | 325,200,000 | |
Capital Leases, Future Minimum Payments Due | |||
2014 | 48,518,000 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 157,050,000,000 | ||
2015 | 48,863,000 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 104,741,000,000 | ||
2016 | 50,544,000 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 55,674,000,000 | ||
2017 | 25,812,000 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 19,634,000,000 | ||
2018 | 5,400,000 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 43,086,000,000 | ||
Capital Leases, Future Minimum Payments Due Thereafter | 38,908,000 | ||
Operating Leases, Future Minimum Payments Due | 590,959,000,000 | ||
Total minimum lease payments | 218,045,000 | ||
Less: amounts representing interest | -17,039,000 | ||
Present value of minimum lease payments | 201,006,000 | ||
Less: current portion | -42,902,000 | -63,669,000 | |
Capital lease obligations, long-term | 158,104,000 | 107,846,000 | |
2016 | 93,370,000 | ||
2017 | 60,269,000 | ||
2018 | 18,844,000 | ||
2019 | 0 | ||
Total | 304,490,000 | ||
Fair Value, Estimate Not Practicable, Guarantees | 400,000 | ||
Rental expense | 229,290,000 | 180,328,000 | 149,433,000 |
Rent expense related to operating leases | $175,200,000 | $144,600,000 |
Purchase_Commitments_Details
Purchase Commitments (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Commitments [Line Items] | |
Purchase Obligation, Due in Second and Third Year | $379.60 |
Percentage of options lapsed to cancel tractor purchase orders | 13.00% |
Outstanding purchase commitments for fuel, facilities and non-revenue equipment | 3.2 |
Minimum [Member] | |
Commitments [Line Items] | |
Option to cancel tractor purchase orders | 60 days |
Maximum [Member] | |
Commitments [Line Items] | |
Option to cancel tractor purchase orders | 90 days |
Capital Addition Purchase Commitments [Member] | |
Commitments [Line Items] | |
Other Commitment, Due in Next Twelve Months | $791.30 |
Contingencies_Detail
Contingencies (Detail) (Other environmental [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Other environmental [Member] | |
Loss Contingencies [Line Items] | |
Range of possible loss, maximum | $1,000 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Narrative) (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Millions, unless otherwise specified | Mar. 08, 2013 | Dec. 31, 2014 | Aug. 06, 2013 | Apr. 30, 2011 | Dec. 31, 2013 |
Agreement | |||||
Derivatives, Fair Value [Line Items] | |||||
Deferred losses on derivatives in accumulated OCI expected to be reclassified to earnings within next 12 months | 4 | ||||
Central Refrigerated Service, Inc. [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Repayments of debt | 38 | ||||
Interest Rate Swaps [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Number of interest rate derivatives held | 2 | ||||
Notional amount of interest rate swap agreements | 350 | ||||
Interest rate swaps agreement effective date | 1-Jan-13 | ||||
Interest rate swaps maturity date | 1-Jul-15 | ||||
Interest Rate Swaps [Member] | Central Refrigerated Service, Inc. [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Fixed interest rate | 8.90% | ||||
Repayments of debt | $0.30 |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Classification Of Gains And Losses On Interest Rate Derivative Contracts Designated As Hedging Instruments) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||||
Derivative interest expense | $6,495,000 | $3,852,000 | $5,101,000 | ||||||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | -4,000,000 | -4,000,000 | |||||||||||
Income tax expense | 89,474,000 | 100,982,000 | 61,614,000 | ||||||||||
Net income | 58,491,000 | 50,158,000 | 40,198,000 | 12,305,000 | 45,298,000 | 29,953,000 | 49,879,000 | [1] | 30,292,000 | [1] | 161,152,000 | 155,422,000 | 140,087,000 |
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | -6,218,000 | -3,143,000 | -5,101,000 | ||||||||||
Amount of loss recognized in OCI on derivatives, net-of-tax (effective portion) | 0 | 145,000 | 2,786,000 | ||||||||||
Gain (Loss) on Interest Rate Derivative Instruments Not Designated as Hedging Instruments | 277,000 | 709,000 | 0 | ||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||||
Net income | 3,998,000 | 1,917,000 | 7,090,000 | ||||||||||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||||
Derivative interest expense | 6,218,000 | 3,143,000 | 5,101,000 | ||||||||||
Income tax expense | ($2,220,000) | ($1,226,000) | $1,989,000 | ||||||||||
[1] | The first and second quarter results of 2013 have been recast due to the acquisition of Central. Refer to Note1 for further information regarding the acquisition. |
Equity_and_Stockbased_Compensa2
Equity and Stock-based Compensation (Compensation Expense Related To Stock-Based Compensation) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation expenses | $5,396 | $4,645 | $4,890 |
Income tax benefit | 1,926 | 1,788 | 1,883 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation expenses | 3,007 | 3,359 | 4,886 |
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation expenses | 1,600 | 887 | 4 |
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation expenses | $789 | $399 | $0 |
Equity_and_Stockbased_Compensa3
Equity and Stock-based Compensation (Compensation Costs Not Yet Recognized) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to nonvested options | $1,506 |
Expected weighted-average period for recognition for compensation cost | 1 year 3 months 7 days |
Restricted Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to the award | 5,234 |
Expected weighted-average period for recognition for compensation cost | 1 year 4 months 17 days |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to the award | $1,565 |
Expected weighted-average period for recognition for compensation cost | 1 year 1 month 24 days |
Equity_and_Stockbased_Compensa4
Equity and Stock-based Compensation (Summary Of Activity Related To Stock Options) (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Options, Outstanding [Roll Forward] | ||||
Shares Under Option, Outstanding at beginning of the year | 4,785,133 | |||
Granted | 175,142 | |||
Shares Under Option, Exercised | -1,100,998 | |||
Shares Under Option, Expired | -7,624 | |||
Shares Under Option, Forfeited | -86,779 | |||
Shares Under Option, Outstanding at end of the year | 3,764,874 | 4,785,133 | ||
Shares Under Option, Aggregate number of stock options expected to vest at a future date at end of the year | 1,485,666 | |||
Shares Under Option, Exercisable at end of the year | 2,776,536 | |||
Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Weighted Average Exercise Price, Outstanding at beginning of the year | $10.70 | |||
Weighted Average Exercise Price, Granted | $23.30 | |||
Weighted Average Exercise Price, Exercised | $10.43 | |||
Weighted Average Exercise Price, Expired | $10.14 | |||
Weighted Average Exercise Price, Forfeited | $12.47 | |||
Weighted Average Exercise Price, Outstanding at end of the year | $11.34 | $10.70 | ||
Weighted Average Exercise Price, Aggregate number of stock options expected to vest at a future date at end of the year | $10.87 | |||
Weighted Average Exercise Price, Exercisable at end of the year | $10.63 | |||
Weighted Average Remaining Contractual Term, Outstanding at beginning of the year | 4 years 8 months 5 days | 5 years 3 months 10 days | ||
Weighted Average Remaining Contractual Term, Aggregate number of stock options expected to vest at future date at the end of the year | 6 years 3 months 7 days | |||
Weighted Average Remaining Contractual Term, Exercisable | 6 years 1 month 17 days | |||
Aggregate Intrinsic Value, Outstanding at beginning of the year | $55,059 | [1] | ||
Aggregate Intrinsic Value, Outstanding at ending of the year | 65,089 | [1] | 55,059 | [1] |
Aggregate Intrinsic Value, Aggregate number of stock options expected to vest at a future date at the end of year | 16,846 | [1] | ||
Aggregate Intrinsic Value, Exercisable | $49,973 | [1] | ||
[1] | The aggregate intrinsic value was computed using the closing share price on December 31, 2013 of $22.21 and on December 31, 2012 of $9.12, as applicable. |
Equity_and_Stockbased_Compensa5
Equity and Stock-based Compensation (Weighted Average Assumptions) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free rate of return | 1.28% | 1.04% | 1.20% |
Expected volatility | 40.00% | 40.80% | 41.40% |
Expected term (in years) | 5 years 9 months 0 days | 5 years 9 months 18 days | 6 years 3 months 15 days |
Weighted average fair value of stock options granted | $6.79 | $5.90 | $3.56 |
Equity_and_Stockbased_Compensa6
Equity and Stock-based Compensation (Summary Of Exercise Of Stock Options) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Equity [Abstract] | |||
Number of stock options exercised | 1,100,998,000 | 1,210,184,000 | 24,427,000 |
Intrinsic value of stock options exercised | $15,830 | $8,773 | $25 |
Cash received upon exercise of stock options | 11,488 | 12,985 | 268 |
Income tax benefit (deficiency) from exercise of stock options | $3,730 | $187 | ($370) |
Equity_and_Stockbased_Compensa7
Equity and Stock-based Compensation (Status of Nonvested Stock Options) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Options, Nonvested, Number of Shares [Roll Forward] | |
Granted | 175,142 |
Stock Options [Member] | |
Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance, shares | 1,606,588 |
Granted | 175,142 |
Vested | -706,613 |
Forfeited | -86,779 |
Ending balance, shares | 988,338 |
Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance, weighted average fair value | 4.66 |
Granted | 6.79 |
Vested | 4.46 |
Forfeited | 3.88 |
Ending balance, weighted average fair value | 4.02 |
Equity_and_Stockbased_Compensa8
Equity and Stock-based Compensation (Status Of Nonvested Shares) (Detail) (Restricted Stock Awards [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Shares, Nonvested at beginning of the year | 272,156 |
Shares, Granted | 221,070 |
Shares, Vested | -98,866 |
Shares, Forfeited | -20,051 |
Shares, Nonvested at end of the year | 374,309 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted Average Grand Date Fair Value, Nonvested at the beginning of the year | $16.20 |
Weighted Average Grand Date Fair Value, Granted | $23.24 |
Weighted Average Grand Date Fair Value, Vested | $16.12 |
Weighted Average Grand Date Fair Value, Forfeited | $19.87 |
Weighted Average Grand Date Fair Value, Nonvested at the end of the year | $19.95 |
Equity_and_Stockbased_Compensa9
Equity and Stock-based Compensation (Narrative) (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | 30-May-14 | Dec. 31, 2013 | Mar. 12, 2012 | Mar. 08, 2013 | Dec. 31, 2011 | Oct. 29, 2013 | Dec. 31, 2007 | |
Employees | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of Class B Shares Pledged | 23,800,000 | ||||||||||
Additional VPF Shares | 2,150,000 | ||||||||||
Options outstanding | 3,764,874 | 4,785,133 | 4,785,133 | ||||||||
Exercise Price | $11.34 | $10.70 | 10.7 | ||||||||
Number of categories of employees for stock options | 2 | ||||||||||
Stock option plan, vesting period | 3 years | ||||||||||
Conversion basis of common shares | One-for-one | ||||||||||
Non-cash equity compensation expense | $5,396,000 | $4,645,000 | $4,890,000 | ||||||||
Income tax benefit | 1,926,000 | 1,788,000 | 1,883,000 | ||||||||
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% | ||||||||||
2012 ESPP [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized for issuance | 2,000,000 | 2,000,000 | |||||||||
Employment period for eligibility of employees participation | 90 days | ||||||||||
Percentage of payroll deductions from employees compensation | 15.00% | 15.00% | |||||||||
Percentage of fair market value of the purchase price | 95.00% | ||||||||||
Number of shares purchased by the employees | 50,788 | ||||||||||
Weighted-average fair value of the shares purchased | $21.96 | ||||||||||
Number of additional shares authorized for issuance | 1,900,000 | ||||||||||
Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum contractual term for the options granted | 10 years | ||||||||||
Stock option plan, vesting period | 5 years | ||||||||||
Vesting rights rate | 33.33% | ||||||||||
Total fair value of shares vested | 3,200,000 | 4,000,000 | 10,000,000 | 4,000,000 | |||||||
Non-cash equity compensation expense | 3,007,000 | 3,359,000 | 4,886,000 | ||||||||
Unrecognized compensation cost related to nonvested options | 1,506,000 | ||||||||||
Expected weighted-average period for recognition for compensation cost | 1 year 3 months 7 days | ||||||||||
IPO [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options outstanding | 4,300,000 | ||||||||||
Exercise Price | $11 | ||||||||||
Number of employees holding options | 1,100 | ||||||||||
Additional equity compensation expense | 5,600,000 | ||||||||||
Restricted Stock Awards [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option plan, vesting period | 3 years | ||||||||||
Non-transferable period for selling shares | 4 years | ||||||||||
Shares, Granted | 221,070 | ||||||||||
Non-cash equity compensation expense | 1,600,000 | 887,000 | 4,000 | ||||||||
Expected weighted-average period for recognition for compensation cost | 1 year 4 months 17 days | ||||||||||
Unrecognized compensation cost related to the award | 5,234,000 | ||||||||||
Performance Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Requisite service period for performance shares | 3 years | ||||||||||
Non-cash equity compensation expense | 789,000 | 399,000 | 0 | ||||||||
Expected weighted-average period for recognition for compensation cost | 1 year 1 month 24 days | ||||||||||
Unrecognized compensation cost related to the award | 1,565,000 | ||||||||||
Class A Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Voting rights per share | 1 | ||||||||||
Number Securities Pledged | 23,800,000 | 23,800,000 | |||||||||
Moyes VPF Shares Delivered to Citibank | 19,500,000 | ||||||||||
Number of common shares converted | 1,450,000 | 53,298 | 1,068,224 | ||||||||
Number of shares issued per share converted | 1 | ||||||||||
Class A Common Stock [Member] | 2007 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized for issuance | 12,000,000 | ||||||||||
Class B Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Voting rights per share | 2 | ||||||||||
Value Of Securities Pledged | 262,300,000 | 262,300,000 | |||||||||
Number of common shares converted | -1,450,000 | -53,298 | -1,068,224 | ||||||||
Central Refrigerated Service, Inc. [Member] | Central Refrigerated Stockholder Loans Receivable, March 2013 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Loans granted under Stockholder Loan Agreement | $30,000,000 |
Income_Taxes_Income_Tax_Expens
Income Taxes (Income Tax Expense (Benefit) ) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current expense (benefit): | |||
Federal | $81,117 | ($224) | $9,913 |
State | 8,861 | 5,143 | 3,148 |
Foreign | 4,107 | 1,530 | 1,949 |
Current expense (benefit), Total | 94,085 | 6,449 | 15,010 |
Deferred expense (benefit): | |||
Federal | -4,189 | 85,512 | 47,501 |
State | 1,975 | 4,273 | -2,010 |
Foreign | -2,397 | 4,748 | 1,113 |
Deferred expense (benefit), Total | -4,611 | 94,533 | 46,604 |
Income tax expense (benefit) | $89,474 | $100,982 | $61,614 |
Income_Taxes_Schedule_Of_Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Computed "expected" tax expense (benefit) | $87,719 | $89,742 | $70,595 |
State income taxes, net of federal income tax benefit | 6,866 | 6,912 | 6,627 |
Pre acquisition earnings taxed as S-Corp | 0 | -4,986 | -9,118 |
State tax rate change in deferred items | 40 | 711 | -6,414 |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | 0 | 5,023 | 0 |
Effect of providing taxes on mark-to-market adjustment of derivatives recorded in accumulated OCI | 0 | 0 | 1,785 |
Other | -5,151 | 3,580 | -1,861 |
Income tax expense (benefit) | $89,474 | $100,982 | $61,614 |
Income_Taxes_Components_Of_Net
Income Taxes (Components Of Net Deferred Tax Asset (Liability) ) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards, Valuation Allowance | $400,000 | |
Deferred tax assets: | ||
Self insurance accruals | 61,305,000 | 49,810,000 |
Allowance for doubtful accounts | 9,561,000 | 6,968,000 |
Derivative financial instruments | 2,350,000 | 4,537,000 |
Vacation accrual | 4,342,000 | 3,899,000 |
Minimum tax credit | 0 | 5,061,000 |
Net operating loss | 2,507,000 | 4,529,000 |
Amortization of stock options | 9,598,000 | 10,782,000 |
Other | 16,040,000 | 17,259,000 |
Total deferred tax assets | 105,703,000 | 102,845,000 |
Valuation allowance | 0 | 0 |
Total deferred tax assets, net | 105,703,000 | 102,845,000 |
Deferred tax liabilities: | ||
Property and equipment, principally due to differences in depreciation | -401,963,000 | -393,239,000 |
Prepaid taxes, licenses and permits deducted for tax purposes | -13,170,000 | -12,897,000 |
Cancellation of debt | -7,503,000 | -9,401,000 |
Intangible assets | -115,115,000 | -119,567,000 |
Other | -5,345,000 | -7,354,000 |
Total deferred tax liabilities | -543,096,000 | -542,458,000 |
Net deferred tax liability | -437,393,000 | -439,613,000 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $2,100,000 |
Income_Taxes_Current_Deferred_
Income Taxes (Current Deferred Tax Liability Included In Accrued Liabilities) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Current deferred tax asset | $44,861 | $46,833 |
Current deferred tax liability | -1,614 | -2,246 |
Noncurrent deferred tax liability | -480,640 | -484,200 |
Net deferred tax liability | ($437,393) | ($439,613) |
Income_Taxes_Reconciliation_Of
Income Taxes (Reconciliation Of Unrecognized Tax Benefits) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits at beginning of year | $2,385 | $2,385 | $2,332 |
Increases for tax positions taken prior to beginning of year | 95 | 0 | 149 |
Decreases for tax positions taken prior to beginning of year | -741 | 0 | -53 |
Settlements | 0 | 0 | -43 |
Unrecognized tax benefits at end of year | $1,739 | $2,385 | $2,385 |
Income_Taxes_Narrative_Detail
Income Taxes (Narrative) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Tax Credit Carryforward [Line Items] | |||
Current state tax expense | $8,861,000 | $5,143,000 | $3,148,000 |
Effective tax rate | 35.70% | 39.40% | 30.50% |
U.S. Federal corporate income tax rate | 35.00% | ||
Valuation allowance | 0 | 0 | |
Cumulative undistributed earnings of foreign subsidiaries | 15,800,000 | ||
Additional tax payments | 800,000 | ||
Interest and/or penalties expenses paid | 400,000 | ||
Accrued interest and penalties | $1,300,000 | $1,500,000 | $1,300,000 |
Maximum [Member] | |||
Tax Credit Carryforward [Line Items] | |||
State net operating loss expiration year | 2030 | ||
Minimum [Member] | |||
Tax Credit Carryforward [Line Items] | |||
State net operating loss expiration year | 2015 |
Employee_Benefit_Plan_Detail
Employee Benefit Plan (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
401(k) benefit plan, eligible age for employee | 21 years | ||
401(k) benefit plan, eligible criteria | 6 months | ||
Employee maximum contribution rate | 3.00% | ||
Employees' rights to employer contributions vesting period | 5 years | ||
Employer expenses | $4.70 | $5.50 | $5.60 |
Employer owed contribution | $4.90 | $4.40 |
Key_Customer_Detail
Key Customer (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | |||
Entity wide revenue, major customer, percentage | 10.00% | ||
Operating Revenue [Member] | Wal-Mart And Subsidiaries [Member] | |||
Entity Wide Portfolio Carrying Amount, Major Customer [Line Items] | |||
Entity wide revenue, major customer, percentage | 11.00% | 10.80% | 11.40% |
Related_Party_Transactions_Sch
Related Party Transactions (Schedule Of Services Received And Provided By Company) (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties | $1 | $75 | ||||
Due from Related Parties | 116 | 1,066 | ||||
Freight Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 224 | [1] | 175 | [1] | 9,382 | [1] |
Services Received by Swift | 24 | 47 | 50 | |||
Facility Leases [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 863 | 736 | 731 | |||
Services Received by Swift | 628 | 599 | 626 | |||
Other Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 392 | [2] | 1,159 | [2] | 135 | [2] |
Services Received by Swift | 772 | [3] | 1,008 | [3] | 1,246 | [3] |
Central Freight Lines, Inc. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties | 1 | 74 | ||||
Due from Related Parties | 93 | 1,034 | ||||
Central Freight Lines, Inc. [Member] | Freight Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 25 | [1] | 15 | [1] | 8,117 | [1] |
Services Received by Swift | 24 | [4] | 47 | [4] | 50 | [4] |
Central Freight Lines, Inc. [Member] | Facility Leases [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 843 | 716 | 711 | |||
Services Received by Swift | 400 | 399 | 626 | |||
Central Freight Lines, Inc. [Member] | Other Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 388 | [2] | 1,000 | [2] | 0 | [2] |
Services Received by Swift | 0 | [3] | 0 | [3] | 0 | [3] |
Other Affiliated Entities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties | 0 | 1 | ||||
Due from Related Parties | 23 | 32 | ||||
Other Affiliated Entities [Member] | Freight Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 199 | [1] | 160 | [1] | 1,265 | [1] |
Services Received by Swift | 0 | 0 | 0 | |||
Other Affiliated Entities [Member] | Facility Leases [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 20 | 20 | 20 | |||
Services Received by Swift | 228 | 200 | 0 | |||
Other Affiliated Entities [Member] | Other Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Services Provided by Swift | 4 | [2] | 159 | [2] | 135 | [2] |
Services Received by Swift | $772 | [3] | $1,008 | [3] | $1,246 | [3] |
[1] | The rates the Company charges for freight services to each of these companies for transportation services are market rates, which are comparable to what it charges third-party customers. These transportation services provided to affiliated entities provide the Company with an additional source of operating revenue at its normal freight rates. | |||||
[2] | Other services provided by the Company to the identified related parties included: equipment sales and miscellaneous services. | |||||
[3] | Other services received by the Company from the identified related parties included executive air transport, fuel storage, event fees, equipment purchases, miscellaneous repair services, and certain third-party payroll and employee benefits administration services. | |||||
[4] | Transportation services received from Central Freight represent LTL (less-than-truckload) freight services rendered to haul parts and equipment to Company shop locations. The rates paid to Central Freight for these loads are comparable to market rates charged by other non-affiliated LTL carriers. |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Detail) (USD $) | 12 Months Ended |
In Thousands, except Share data in Millions, unless otherwise specified | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |
Number of Class B Shares Pledged | 23.8 |
Additional VPF Shares | 2.15 |
William Riley III [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Purchases from Related Party | 184 |
Increase (Decrease) in Due to Related Parties | 23 |
Fair_Value_Measurement_Carryin
Fair Value Measurement (Carrying Amounts And Estimated Fair Values Of Financial Instruments) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Assets | $24,510 | $25,814 |
Carrying Value [Member] | 2014 Agreement, Term Loan A [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 500,000 | 0 |
Carrying Value [Member] | 2014 Agreement, Term Loan B [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 396,080 | 0 |
Carrying Value [Member] | Senior Second Priority Secured Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities | 0 | 493,825 |
Carrying Value [Member] | Securitization Of Accounts Receivable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities | 334,000 | 264,000 |
Carrying Value [Member] | (2013 Agreement) [Member] | Senior Secured First Lien Term Loan B-1 Tranche [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities | 0 | 229,000 |
Carrying Value [Member] | (2013 Agreement) [Member] | Senior Secured First Lien Term Loan B-2 Tranche [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities | 0 | 410,000 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Assets | 24,502 | 25,808 |
Estimated Fair Value [Member] | 2014 Agreement, Term Loan A [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 500,000 | 0 |
Estimated Fair Value [Member] | 2014 Agreement, Term Loan B [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 390,436 | 0 |
Estimated Fair Value [Member] | Senior Second Priority Secured Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities | 0 | 549,059 |
Estimated Fair Value [Member] | Securitization Of Accounts Receivable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities | 334,000 | 264,000 |
Estimated Fair Value [Member] | (2013 Agreement) [Member] | Senior Secured First Lien Term Loan B-1 Tranche [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities | 0 | 230,031 |
Estimated Fair Value [Member] | (2013 Agreement) [Member] | Senior Secured First Lien Term Loan B-2 Tranche [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities | $0 | $412,358 |
Fair_Value_Measurement_Liabili
Fair Value Measurement (Liabilities That Were Measured At Estimated Fair Value On Recurring Basis) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $6,109 | $11,768 |
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | 6,109 | 11,768 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swaps | $0 | $0 |
Fair_Value_Measurement_Assets_
Fair Value Measurement (Assets That Were Measured At Estimated Fair Value On Nonrecurring Basis) (Detail) (Other Assets [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Nonrecurring fair value gains and (losses) | ($2,308) | [1] |
Total Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets Fair Value | 0 | |
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets Fair Value | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets Fair Value | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets Fair Value | $0 | |
[1] | During 2014, certain operations software was replaced and the carrying value was determined to be fully impaired. |
Fair_Value_Measurement_Narrati
Fair Value Measurement (Narrative) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Disclosures [Abstract] | ||||
Impairments on non-operating assets | $6,000 | $0 | $0 | $5,979 |
Intangible_Assets_Schedule_Of_
Intangible Assets (Schedule Of Intangible Assets) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible Asset Excluding Goodwill [Line Items] | ||
Intangible assets, net | $299,933 | $316,747 |
Customer Relationships [Member] | ||
Intangible Asset Excluding Goodwill [Line Items] | ||
Gross carrying value | 275,324 | 275,324 |
Accumulated amortization | -156,428 | -139,614 |
Trade Names [Member] | ||
Intangible Asset Excluding Goodwill [Line Items] | ||
Gross carrying value | $181,037 | $181,037 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2007 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $16,814,000 | $16,814,000 | $16,925,000 | |
Amortization expense by fiscal year maturity | ||||
2014 | 16,800,000 | |||
2015 | 16,800,000 | |||
2016 | 16,800,000 | |||
2017 | 16,300,000 | |||
2018 | 0 | |||
2007 Going private transaction [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying value | 261,200,000 | |||
Amortization of intangible assets | 15,600,000 | 15,600,000 | 15,800,000 | |
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying value | 275,324,000 | 275,324,000 | ||
Estimated useful life of intangible assets in years | 15 years | |||
2007 Prior To Going Private Transaction [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 1,200,000 | 1,200,000 | 1,200,000 | |
Amortization expense by fiscal year maturity | ||||
2014 | 1,200,000 | |||
2015 | 1,200,000 | |||
2016 | 1,200,000 | |||
2017 | 600,000 | |||
2018 | $0 |
Goodwill_Details
Goodwill (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $507,740 | |
Accumulated Impairment Losses | -254,484 | |
Carry Amount | 253,256 | 253,256 |
Truckload [Member] | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 376,998 | |
Accumulated Impairment Losses | -190,394 | |
Carry Amount | 186,604 | |
Dedicated [Member] | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 130,742 | |
Accumulated Impairment Losses | -64,090 | |
Carry Amount | $66,652 |
Earnings_Loss_Per_Share_Calcul
Earnings (Loss) Per Share (Calculation Of Basic And Diluted Earnings Per Share Attributable To Stockholders) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||
Earnings Per Share [Abstract] | ||||||||||||||||
Net income | $58,491 | $50,158 | $40,198 | $12,305 | $45,298 | $29,953 | $49,879 | [1] | $30,292 | [1] | $161,152 | $155,422 | $140,087 | |||
Basic: | ||||||||||||||||
Weighted average common shares outstanding | 141,431 | 140,179 | 139,532 | |||||||||||||
Diluted: | ||||||||||||||||
Dilutive effect of stock options | 2,044 | 2,042 | 87 | |||||||||||||
Total weighted average diluted shares outstanding | 143,475 | 142,221 | 139,619 | |||||||||||||
Anti-dilutive shares excluded from the diluted earnings per share calculation | 162 | [2] | 174 | [2] | 4,356 | [2] | ||||||||||
Basic earnings per share | $0.41 | $0.35 | $0.28 | $0.09 | $1.14 | $1.11 | $1 | |||||||||
Diluted earnings per share | $0.41 | $0.35 | $0.28 | $0.09 | $0.32 | $0.21 | $0.35 | [1] | $0.21 | [1] | $1.12 | $1.09 | $1 | |||
[1] | The first and second quarter results of 2013 have been recast due to the acquisition of Central. Refer to Note1 for further information regarding the acquisition. | |||||||||||||||
[2] | (1)The impact of certain outstanding options to purchase shares of the Company’s Class A common stock were anti-dilutive because the options' exercise prices were greater than the average market prices of the common shares. These anti-dilutive shares were excluded from the calculation of diluted earnings per share. |
Quarterly_Result_Of_Operations2
Quarterly Result Of Operations (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Selected Quarterly Financial Information [Abstract] | |||||||||||||
Revenues | $1,139,500 | $1,074,880 | $1,075,898 | $1,008,446 | $1,075,389 | $1,032,127 | $1,029,071 | [1] | $981,608 | [1] | $4,298,724 | $4,118,195 | $3,976,085 |
Operating income | 132,467 | 97,411 | 94,022 | 46,170 | 102,555 | 84,420 | 100,266 | [1] | 69,718 | [1] | 370,070 | 356,959 | 351,816 |
Net income | $58,491 | $50,158 | $40,198 | $12,305 | $45,298 | $29,953 | $49,879 | [1] | $30,292 | [1] | $161,152 | $155,422 | $140,087 |
Basic earnings per share | $0.41 | $0.35 | $0.28 | $0.09 | $1.14 | $1.11 | $1 | ||||||
Basic and diluted earnings per share | $0.32 | $0.21 | $0.36 | [1] | $0.22 | [1] | |||||||
Diluted earnings per share | $0.41 | $0.35 | $0.28 | $0.09 | $0.32 | $0.21 | $0.35 | [1] | $0.21 | [1] | $1.12 | $1.09 | $1 |
[1] | The first and second quarter results of 2013 have been recast due to the acquisition of Central. Refer to Note1 for further information regarding the acquisition. |
Segment_Information_Narrative_
Segment Information (Narrative) (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | |||
Segment Reporting [Abstract] | |||
Number of Reportable Segments | 4 | ||
Percentage of foreign operations total revenue | 5.00% | 5.00% | 5.00% |
Segment_Information_Summary_Of
Segment Information (Summary Of Financial Information By Segments) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | $1,139,500 | $1,074,880 | $1,075,898 | $1,008,446 | $1,075,389 | $1,032,127 | $1,029,071 | [1] | $981,608 | [1] | $4,298,724 | $4,118,195 | $3,976,085 |
Operating income | 132,467 | 97,411 | 94,022 | 46,170 | 102,555 | 84,420 | 100,266 | [1] | 69,718 | [1] | 370,070 | 356,959 | 351,816 |
Depreciation and Amortization Expense | 221,122 | 226,008 | 218,839 | ||||||||||
Truckload [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 2,301,010 | 2,313,035 | 2,282,342 | ||||||||||
Operating income | 258,072 | 225,963 | 246,005 | ||||||||||
Depreciation and Amortization Expense | 113,875 | 127,404 | 121,004 | ||||||||||
Dedicated [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 892,078 | 738,929 | 724,405 | ||||||||||
Operating income | 75,794 | 83,520 | 74,026 | ||||||||||
Depreciation and Amortization Expense | 53,682 | 45,568 | 44,088 | ||||||||||
CRS Refrigerated [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 417,980 | 452,531 | 415,733 | ||||||||||
Operating income | 14,035 | 17,682 | 21,334 | ||||||||||
Depreciation and Amortization Expense | 12,510 | 13,926 | 14,539 | ||||||||||
Intermodal [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 401,577 | 376,075 | 355,494 | ||||||||||
Operating income | 8,298 | 5,619 | -6,486 | ||||||||||
Depreciation and Amortization Expense | 10,875 | 9,268 | 9,209 | ||||||||||
Subtotal [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 4,012,645 | 3,880,570 | 3,777,974 | ||||||||||
Operating income | 356,199 | 332,784 | 334,879 | ||||||||||
Depreciation and Amortization Expense | 190,942 | 196,166 | 188,840 | ||||||||||
Nonreportable Segments [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | 342,969 | 287,853 | 268,821 | ||||||||||
Operating income | 13,871 | 24,175 | 16,937 | ||||||||||
Depreciation and Amortization Expense | 30,180 | 29,842 | 29,999 | ||||||||||
Intersegment Eliminations [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Revenues | ($56,890) | ($50,228) | ($70,710) | ||||||||||
[1] | The first and second quarter results of 2013 have been recast due to the acquisition of Central. Refer to Note1 for further information regarding the acquisition. |
Settlement_City_of_Los_Angeles1
Settlement- City of Los Angeles (Details) (USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Mar. 02, 2012 |
Disclosure Settlement City Of Los Angeles [Abstract] | |
Settlement agreement, term | 5 years |
Deferred revenue | $9.20 |
Amount refunded by the Company for damages that may be alleged by the City for breach or violation of the Amended Addendum | 4 |
Recognized deferred revenue | $5.20 |