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Delaware
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20-5589597
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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2015 ANNUAL REPORT ON FORM 10-K
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TABLE OF CONTENTS
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PAGE
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2015 ANNUAL REPORT ON FORM 10-K
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GLOSSARY OF TERMS
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The following glossary provides definitions for certain acronyms and terms used in this Annual Report on Form 10-K. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document.
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Term
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Definition
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Swift/the Company/Management/We/Us/Our
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Unless otherwise indicated or the context otherwise requires, these terms represent Swift Transportation Company and its subsidiaries. Swift Transportation Company is the holding company for Swift Transportation Co., LLC (a Delaware limited liability company) and Interstate Equipment Leasing, LLC.
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2007 Stock Plan
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The Company's 2007 Omnibus Incentive Plan, as amended and restated
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2007 Transactions
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In April 2007, Jerry Moyes and his wife contributed their ownership of all of the issued and outstanding shares of IEL to Swift Corporation in exchange for additional Swift Corporation shares. In May 2007, the Moyes Affiliates, contributed their shares of Swift Transportation Co., Inc. common stock to Swift Corporation in exchange for additional Swift Corporation shares. Swift Corporation then completed its acquisition of Swift Transportation Co., Inc. through a merger on May 10, 2007, thereby acquiring the remaining outstanding shares of Swift Transportation Co., Inc. common stock. Upon completion of the 2007 Transactions, Swift Transportation Co., Inc. became a wholly-owned subsidiary of Swift Corporation. At the close of the market on May 10, 2007, the common stock of Swift Transportation Co., Inc. ceased trading on NASDAQ.
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2010 METS
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Mandatory Common Exchange Securities issued by Jerry Moyes and the Moyes Affiliates in 2010
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2011 RSA
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The Company's previous Receivables Sale Agreement, entered into in 2011, with unrelated financial entities
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2012 Agreement
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The Company's previous credit agreement, replaced by the 2013 Agreement
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2012 ESPP
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Employee Stock Purchase Plan, effective beginning in 2012
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2013 Agreement
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The Company's Second Amended and Restated Credit Agreement, replaced by the 2014 Agreement
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2013 RSA
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Amended and Restated Receivables Sale Agreement, entered into in 2013 by SRCII, with unrelated financial entities, "The Purchasers"
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2014 Agreement
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The Company's Third Amended and Restated Credit Agreement, replaced by the 2015 Agreement
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2014 Stock Plan
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The Company's 2014 Omnibus Incentive Plan
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2015 Agreement
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The Company's Fourth Amended and Restated Credit Agreement
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2015 RSA
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Third Amendment to Amended and Restated Receivables Sale Agreement, entered into in 2015 by SRCII, with unrelated financial entities, "The Purchasers"
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AOCI
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Accumulated Other Comprehensive Income (Loss)
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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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BASICs
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Behavioral Analysis and Safety Improvement Categories - part of the new enforcement and compliance model introduced by the FMCSA
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Board
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Swift Transportation Board of Directors
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C-TPAT
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Customs-Trade Partnership Against Terrorism
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CDL
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Commercial Drivers' License
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Central
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Central Refrigerated Transportation, LLC (formerly Central Refrigerated Transportation, Inc.)
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Central Acquisition
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Swift's acquisition of all of the outstanding capital stock of Central
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CEO
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Chief Executive Officer, Jerry Moyes
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CFO
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Chief Financial Officer, Virginia Henkels
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CMV
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Commercial Motor Vehicle
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CODM
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Chief Operating Decision Makers, which includes our CEO, CFO, and COO and President
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COFC
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Container on Flat Car
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COO
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Chief Operating Officer, Richard Stocking
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CSA
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Compliance Safety Accountability
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Deadhead
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Tractor movement without hauling freight (unpaid miles driven)
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2015 ANNUAL REPORT ON FORM 10-K
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GLOSSARY OF TERMS — CONTINUED
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Term
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Definition
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DHS
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United States Department of Homeland Security
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DOE
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United States Department of Energy
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DOT
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United States Department of Transportation
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EBITDA
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Earnings Before Interest, Taxes, Depreciation and Amortization
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ELD
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Electronic Logging Device
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EPA
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United States Environmental Protection Agency
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EPS
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Earnings per Share
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FASB
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Financial Accounting Standards Board
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FMCSA
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Federal Motor Carrier Safety Administration
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GHG
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Green House Gas
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IEL
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Interstate Equipment Leasing, LLC (formerly Interstate Equipment Leasing, Inc.)
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IPO
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Initial Public Offering
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LIBOR
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London InterBank Offered Rate
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LTL
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Less-than-truckload
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Mohave
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Mohave Transportation Insurance Company, a Swift wholly-owned captive insurance subsidiary
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Moyes Affiliates
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Jerry Moyes, The Jerry and Vickie Moyes Family Trust dated December 11, 1987, and various Moyes children’s trusts
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NASDAQ
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National Association of Securities Dealers Automated Quotations
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New Revolver
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Revolving line of credit under the 2015 Agreement
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New Term Loan A
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The Company's first lien term loan A under the 2015 Agreement
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NLRB
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National Labor Relations Board
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NYSE
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New York Stock Exchange
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OID
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Original Issue Discount
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Old Revolver
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Revolving line of credit under the 2014 Agreement
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Old Term Loan A
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The Company's first lien term loan A under the 2014 Agreement
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Red Rock
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Red Rock Risk Retention Group, Inc., a Swift captive insurance subsidiary
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Revenue xFSR
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Revenue, Excluding Fuel Surcharge Revenue
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RSU
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Restricted Stock Unit: represents a right to receive a share of Class A common stock, when it vests - awarded to employees of the Company
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SafeStat
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Safety Status measurement system
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SEC
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Securities and Exchange Commission
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Senior Notes
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The Company's senior secured second priority notes
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SRCII
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Swift Receivables Company II, LLC
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Swift Refrigerated
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Swift Refrigerated Service, LLC (formerly Central Refrigerated Transportation, LLC)
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The Purchasers
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Unrelated financial entities in the 2015 and 2013 RSA, which was entered into by SRCII
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Term Loan B
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The Company's first lien term loan B under the 2014 Agreement
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TOFC
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Trailer on Flat Car
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TSA
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United States Transportation Security Administration
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US-GAAP (or GAAP)
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United States Generally Accepted Accounting Principles
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VPF
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Variable Prepaid Forward (contract)
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PART I
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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•
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our plans, objectives, goals, strategies (including our growth strategies and the benefits and advantages to us compared to others in the trucking industry), future events, future revenues or performance and financing needs;
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•
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our compliance with, and the impact on Swift of, proposed, established or new environmental, transportation, safety, tax, accounting, labor and other laws and regulations;
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•
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the benefits of our business model, operations and strategies in light of changing trends in the trucking industry;
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•
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the benefits of our driver academies and driver development programs;
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•
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our opportunities in the temperature-controlled market;
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•
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our addition of intermodal containers as volumes grow;
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•
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the benefits of our C-TPAT status;
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•
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our expectations to pursue acquisitions and integrate such acquisitions quickly;
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•
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our compliance with environmental, transportation and other laws and regulations;
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•
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adjustments to income tax assessments as the result of ongoing and future audits;
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•
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the outcome of pending claims, litigation and actions in respect thereof;
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trucking industry supply, demand, pricing and cost trends;
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•
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our expectation of increasing driver wages and hiring expenses, as well as the contracted pay rates for owner-operators;
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trends in the age of our tractor and trailer fleet;
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•
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consistency of intangible asset amortization through 2017;
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our ability to grow Adjusted EPS and return on assets and generate free cash flow to reduce debt;
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the benefits of a shorter tractor trade-in cycle;
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the benefits of our fuel surcharge program and our ability to recover increasing fuel costs through surcharges;
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the impact of the lag effect relating to our fuel surcharges;
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the sources and sufficiency of our liquidity and financial resources to pay debt, make capital expenditures and operate our business;
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•
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the value of equipment under operating leases relating to our residual value guarantees;
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•
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our intentions concerning the potential use of derivative financial instruments to hedge fuel price increases;
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our expectations regarding the use of the NYSE's "controlled company" exemption concerning certain corporate governance requirements;
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our ability to alter our trade cycle and purchase agreements;
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•
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the sufficiency and condition of our facilities;
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our intention to reinvest foreign earnings outside the United States;
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our intentions concerning the payment of dividends; and
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the timing and amount of future acquisitions of trucking equipment and other capital expenditures, as well as the use and availability of cash, cash flow from operations, leases and debt to finance such acquisitions.
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ITEM 1.
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BUSINESS
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Company Overview
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Company Background
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•
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The 2007 Transactions
—
In April 2007, Mr. Moyes and his wife contributed their ownership of all of the issued and outstanding shares of IEL to Swift Corporation in exchange for additional Swift Corporation shares. In May 2007, the Moyes Affiliates, contributed their shares of Swift Transportation common stock to Swift Corporation in exchange for additional Swift Corporation shares. Swift Corporation then completed its acquisition of Swift Transportation through a merger on May 10, 2007, thereby acquiring the remaining outstanding shares of Swift Transportation common stock. Upon completion of the 2007 Transactions, Swift Transportation became a wholly-owned subsidiary of Swift Corporation. At the close of market on May 10, 2007, the common stock of Swift Transportation ceased trading on NASDAQ.
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•
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The IPO
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On May 20, 2010, Swift Corporation formed Swift Transportation Company, a Delaware corporation. Swift Transportation Company did not engage in any business or other activities except in connection with its formation and the IPO and held no assets or subsidiaries prior to such offering. Immediately prior to the consummation of the IPO, Swift Corporation merged with and into Swift Transportation Company, with Swift Transportation Company surviving as a Delaware corporation. In the merger, all of the outstanding common stock of Swift Corporation was converted into shares of Swift Transportation Company Class B common stock on a one-for-one basis, and all outstanding stock options of Swift Corporation were converted into options to purchase shares of Class A common stock of Swift Transportation Company. All outstanding Class B shares are held by Mr. Moyes and the Moyes Affiliates. Swift Transportation Company went public on the NYSE in December 2010, at an initial trading price of $11.00 per share.
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•
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Central Acquisition
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On August 6, 2013, Swift acquired all of the outstanding capital stock of Central in a cash transaction. Jerry Moyes, our CEO and controlling stockholder, was the principal owner of Central. Given Mr. Moyes’ interests in the temperature-controlled truckload industry, our Board established a special committee comprised solely of independent and disinterested directors in May of 2011 to evaluate Swift’s expansion of its temperature-controlled operations. The special committee evaluated alternative business opportunities, including organic growth and various acquisition targets, and negotiated the transaction contemplated by the stock purchase agreement, with the assistance of its independent financial advisors. Upon the unanimous recommendation of the special committee, the Central Acquisition was approved by the Board (with Mr. Moyes not participating in the vote).
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Industry and Competition
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Period
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Economic Cycle
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2000 — 2001
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industry over-capacity and depressed freight volumes
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2002 — 2006
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economic expansion
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2007 — 2009
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freight slowdown, fuel price spike, economic recession, and credit crisis
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2010 — present
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moderate recovery. The industry freight data began to show positive trends for both volume and pricing. The slow, steady growth is a result of moderate increases in gross domestic product, coupled with a tighter supply of available tractors. Trends in supply of available tractors were lower due to several years of below average truck builds, an increase in truckload fleet bankruptcies in 2009 and 2010, increasing equipment prices due to stringent EPA requirements, less available credit, and less driver availability.
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•
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uncertainty in the extent and duration of the current economic recovery;
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•
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potential reduction in driver pool from recent regulatory initiatives such as hours-of-service limitations for drivers, ELDs, and the FMCSA's CSA;
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•
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potential decreases in utilization from new or changing regulatory constraints on drivers that may further decrease the utilization of an already shrinking driver pool;
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•
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significant increases and rapid fluctuations in fuel prices;
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•
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increased prices for new revenue equipment, design changes of new engines, and volatility in the used equipment sales market; and
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•
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changing supply chain and consumer spending patterns.
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Our Mission and Vision
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O
U R V I S I O N |
We are an efficient and nimble world class service organization that is focused on the customer.
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We are aligned and working together at all levels to achieve our common goals.
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Our team enjoys our work and co-workers and this enthusiasm resonates both internally and externally.
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We are on the leading edge of service, always innovating to add value to our customers.
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Our information and resources can easily be adapted to analyze and monitor what is most important in a changing environment.
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Our financial health is improved, generating excess operating cash flows and growing profitability year-after-year with a culture that is cost- and environmentally-conscious.
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We train, build, and develop our employees through perpetual learning opportunities to enhance their skill sets, allowing us to maximize potential of our talented people.
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Our Competitive Strengths
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North American Truckload Leader with Broad Terminal Network and a
Modern Fleet
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Our fleet size offers wide geographic coverage, while maintaining the efficiencies associated with significant traffic density within our operating regions. Our terminals are strategically located near key population centers, driver recruiting areas, and cross-border hubs, often in close proximity to our customers. This broad network offers benefits such as in-house maintenance, more frequent equipment inspections, localized driver recruiting, rapid customer response, and personalized marketing efforts. Our size allows us to achieve substantial economies of scale in purchasing items such as tractors, trailers, containers, fuel, and tires where pricing is volume-sensitive. We believe our scale also offers additional benefits in brand awareness and access to capital.
Our company tractor fleet has an average age of 2.0 years for our approximately 11,200 core operating sleeper units. By maintaining a newer fleet than most of our industry competitors, we believe that we have the following advantages:
• Newer tractors typically have fewer repairs and lower operating costs.
• Newer tractors are available for dispatch more often.
• Drivers are typically more attracted to newer tractors, which helps with driver recruiting and retention.
• Many competitors that allowed their fleets to age excessively will likely face a deferred capital expenditure spike, accompanied by difficulty in replacing their tractors because new tractor prices have increased, the value received for the old tractors will be low, and financing sources have diminished.
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High Quality Customer Service and Extensive Suite of Services
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Our intense focus on customer satisfaction has helped us establish a strong platform for cross-selling our other services to our strong and diversified customer base. We believe customers continue to search for ways to better streamline their transportation management functions. We respond to this need by providing our customers with solutions that include a wide variety of shipping services, including general and specialized truckload, cross-border services, regional distribution, high-service dedicated operations, intermodal service, and surge capacity through fleet flexibility and brokerage and logistics operations. This breadth of service helps diversify our customer base and provides us with a competitive advantage, especially for customers with multiple needs and cross-border United States/Mexico and United States/Canada shipments.
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Strong Owner-operator Business
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We supplement our company tractor fleet with owner-operators, who own and operate their own tractors and are responsible for ownership and operating expenses. We believe that owner-operators provide significant advantages that primarily arise from the entrepreneurial motivation of business ownership. The owner-operators we contract with tend to be more experienced, have fewer accidents per million miles, and on average, produce higher weekly revenue per tractor than our company drivers.
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Leader in Driver Development
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Historically, driver recruiting and retention have been significant challenges for truckload carriers. To address these challenges, we employ nationwide recruiting efforts through our terminal network, operate eight driver academies, partner with third-party driver training facilities, provide drivers with modern tractors, and promote numerous driver satisfaction initiatives.
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Regional Operating Model
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Our short- and medium-haul regional operating model contributes to higher revenue per mile and takes advantage of shipping trends toward regional distribution. We also experience less competition in our short- and medium-haul regional business from railroads. In addition, our regional terminal network allows our drivers to be home more often, which assists with driver retention.
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Experienced Management, Aligned with Corporate Success
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Our management team has a proven track record of growth and cost control. Management focuses on disciplined execution and financial performance by measuring our progress through a combination of financial metrics. We align management’s priorities with our stockholders’ through equity incentive awards and an annual performance-based bonus plan.
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Company Strategy
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Pursue Selected Acquisitions
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From time to time, we take advantage of opportunities to add complementary operations to our company by pursuing acquisitions. Acquisitions can provide us an opportunity to expand our fleet with customer revenue and drivers already in place. In our history, we have completed 13 acquisitions, including Central in 2013, most of which were immediately integrated into our existing business. Given our size in relation to most competitors, we expect most future acquisitions to be integrated quickly.
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Information by Segment and Geography
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•
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Segments
—
Our four reportable segments are Truckload, Dedicated, Swift Refrigerated (formerly Central Refrigerated) and Intermodal. Segment information is provided in
Notes
2
and
25
to the consolidated financial statements, including accounting and reporting policy, segment definitions, and financial information. Supplementary segment information is available in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
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•
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Geography
—
The required disclosures relating to revenue and long-lived assets by geography are included in
Note 25
to the consolidated financial statements. Income tax information by geography is included in
Note 20
to the consolidated financial statements.
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Customers and Marketing
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•
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Customers
—
Our customers are typically large corporations in the retail (including discount and online retail), food and beverage, consumer products, paper products, transportation and logistics, housing and building, automotive, and manufacturing industries. Many of our customers have extensive operations, geographically distributed locations, and diverse shipping needs. Customer satisfaction is an important priority for us, which is demonstrated by the numerous "carrier of the year" or similar awards received from our customers over the past several years. Such achievements have helped us maintain a large and stable customer base featuring Fortune 500 and other leading companies from a number of different industries. Consistent with industry practice, our typical customer contracts (other than dedicated contracts) do not guarantee shipment volumes by our customers or truck availability by us. This affords us and our customers some flexibility to negotiate rates in response to changes in freight demand and industry-wide truck capacity. We believe our fleet capacity, terminal network, customer service and breadth of services offer a competitive advantage to major shippers, particularly in times of rising freight volumes when shippers must quickly access capacity across multiple facilities and regions.
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Customer Concentration
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||||||||||||||
(as a percentage of consolidated operating revenue)
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Largest (Wal-Mart)
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Top 5
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Top 10
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Top 25
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Top 200
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•
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Marketing
—
We concentrate our marketing efforts on cross-selling our extensive suite of services we provide to existing customers, as well as on establishing new customers with shipment needs that complement our terminal network and existing routes. At
December 31, 2015
, we had a sales staff of approximately
75
individuals across the United States, Mexico and Canada, who work closely with management to establish and expand accounts.
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Revenue Equipment
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Model Year
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Tractors
(1)
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Trailers
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2016
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3,546
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4,512
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2015
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3,085
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6,669
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2014
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4,084
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4,595
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2013
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2,078
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4,557
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2012
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1,318
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3,755
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2011
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107
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3,191
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2010
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17
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111
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2009
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352
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4,810
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2008
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214
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1,934
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2007
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104
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154
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2006
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98
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5,496
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2005 and prior
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208
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25,449
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Total
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15,211
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65,233
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•
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Phoenix, Arizona
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•
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Memphis, Tennessee
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•
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Greer, South Carolina
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•
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West Valley City, Utah
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•
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Columbus, Ohio
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•
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Laredo, Texas
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Technology
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Employees
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Company drivers (including driver trainees)
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15,850
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Technicians and other equipment maintenance personnel
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1,200
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Support personnel (such as corporate managers, sales, and administrative personnel)
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3,950
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Total
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21,000
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•
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Company Drivers
—
All of our drivers must meet specific guidelines relating primarily to safety records, driving experience, and personal evaluations, including a physical examination and mandatory drug and alcohol testing. Upon hire, drivers are trained in our policies, operations, safety techniques, and fuel-efficient operation of the equipment. All new drivers must pass a safety test and have a current CDL. In addition, we have ongoing driver efficiency and safety programs to ensure that our drivers comply with our safety procedures.
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•
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Terminal Staff
—
Our larger terminals are staffed with terminal leaders, fleet leaders, driver leaders, planners, safety coordinators and customer service representatives. Our terminal leaders work with driver leaders, customer service representatives, and other operations personnel to coordinate the needs of both our customers and our drivers. Terminal leaders are also responsible for soliciting new customers and serving existing customers in their areas. Each fleet leader supervises approximately five driver leaders at our larger terminals. Each driver leader is responsible for the general operation of approximately 40 trucks and their drivers, focusing on driver retention, productivity per truck, routing, fuel consumption and efficiency, safety, and scheduled maintenance. Customer service representatives are assigned specific customers to ensure specialized, high-quality service and frequent customer contact.
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Owner-Operators
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Safety and Insurance
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Insurance
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Limits
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Automobile Liability, General Liability, and Excess Liability
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$350.0 million of coverage per occurrence ($250.0 million through October 31, 2015, subject to a $10.0 million per-occurrence, self-insured retention)
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Cargo Damage and Loss
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$2.0 million limit per truck or trailer with a $10.0 million limit per occurrence; provided that there is a $250 thousand limit for tobacco loads and a $250 thousand deductible
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Property and Catastrophic Physical Damage
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$150.0 million limit for property and $100.0 million limit for vehicle damage, excluding over the road exposures, subject to a $1.0 million deductible
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Workers' Compensation/Employers' Liability
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Statutory coverage limits; employers' liability of $1.0 million bodily injury by accident and disease, subject to a $5.0 million self-insured retention for each accident or disease
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Employment Practices Liability
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Primary policy with a $10.0 million limit subject to a $2.5 million self-insured retention, plus an excess liability policy that provides coverage for the next $17.5 million of liability for a total coverage limit of $27.5 million
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Health Care
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As of January 1, 2015, we are fully insured on our medical benefits, subject to contributed premiums. Prior to January 1, 2015, we had a $500 thousand specific deductible with an aggregating individual deductible of $150 thousand beginning January 1, 2013, of each employee health care claim, as well as commercial insurance for the balance.
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Fuel
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Seasonality
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Environmental Regulation
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•
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Phase 1:
In September 2011, the United States EPA finalized federal regulations for controlling GHG emissions, beginning with model-year 2014 medium- and heavy-duty engines and vehicles and increasing in stringency through model-year 2018. The federal regulations relate to efficient engines, use of auxiliary power units, mass reduction, low rolling resistance tires, improved aerodynamics, improved transmissions and reduced accessory loads.
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•
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Phase 2:
In June 2015, the EPA and NHTSA, working in concert with California's ARB, formally announced a proposed national program establishing Phase 2 of the GHG emissions and fuel efficiency standards for medium- and heavy-duty vehicles for model-year 2018 and beyond. Phase 2 builds upon Phase 1, and would apply to certain trailer types beginning with model-year 2018 for EPA standards (voluntary for NHTSA standards through model-year 2020). Tractors and certain trailer types would be subject to the Phase 2 standards beginning with model-year 2021, increasing in stringency through model-year 2024, and phasing in completely by model-year 2027.
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Industry Regulation
|
•
|
Hours-of-service —
In December 2011, the FMCSA released its final rule on hours-of-service, which was effective on July 1, 2013. The key provisions included:
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◦
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retaining the current 11-hour daily driving time limit;
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◦
|
reducing the maximum number of hours a truck driver can work within a week from 82 hours to 70 hours; and
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◦
|
limiting the number of consecutive driving hours a truck driver can work to eight hours before requiring the driver to take a 30 minute break.
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•
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BASICs —
In December 2010, the FMCSA introduced a new enforcement and compliance model that ranks both fleets and individual drivers on seven categories of safety-related data, eventually replacing the current SafeStat model. The seven categories of safety-related data, known as BASICs, currently include Unsafe Driving, Fatigued Driving (hours-of-service), Driver Fitness, Controlled Substances/Alcohol, Vehicle Maintenance, Hazardous Materials Compliance, and Crash Indicator.
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•
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Safety Fitness Determination
—
In January 2016, the FMCSA published a Notice of Proposed Rulemaking ("NPRM") in the Federal Register, regarding carrier safety fitness determination. The NPRM proposes new methodologies that would determine when a motor carrier is not fit to operate a CMV. Key proposed changes included in the NPRM are as follows:
|
◦
|
There would be only one safety rating of "unfit," as compared to the current rules, which have three safety ratings (satisfactory, conditional, and unsatisfactory).
|
◦
|
Carriers could be determined "unfit" by failing two or more BASICs, investigation results, or a combination of the two.
|
◦
|
Stricter standards would be used for BASICs with a higher correlation to crash risk (Unsafe Driving and Hours-of-Service Compliance).
|
◦
|
All investigation results would be used, not just results from comprehensive on-site reviews.
|
◦
|
Violations of a revised list of "critical" and "acute" safety regulations would result in failing a BASIC.
|
◦
|
Carriers would be assessed monthly.
|
•
|
Moving Ahead for Progress in the 21st Century Bill —
On July 6, 2012, Congress passed the Moving Ahead for Progress in the 21
st
Century bill into law. Included in the highway bill was a provision that mandates ELDs in commercial motor vehicles to record hours-of-service. During 2012, the FMCSA published a Supplemental NPRM, announcing its plan to proceed with the ELDs and hours-of-service supporting documents rulemaking. In December 2015, the ELD rule became final, as published in the Federal Register. Although the final ELD rule may have a large impact on the industry as a whole, we do not expect a significant impact on Swift, as we previously installed ELDs in our operational trucks in conjunction with our efforts to improve efficiency and communications with drivers and owner-operators.
|
•
|
Prohibiting Coercion of Commercial Motor Vehicle Drivers —
In November 2015, the Prohibiting Coercion of Commercial Motor Vehicle Drivers rule became final, as published in the Federal Register and adopted by the FMCSA. The rule explicitly prohibits motor carriers from coercing drivers to violate certain FMCSA regulations, including driver hours-of-service limits, CDL regulations, drug and alcohol testing rules, and hazardous materials regulations, among others. Under the new rule, drivers can report incidents of coercion to the FMCSA, who is authorized to issue penalties against the motor carrier.
|
Other Regulation
|
•
|
The TSA —
In the aftermath of the September 11, 2001 terrorist attacks, federal, state and municipal authorities implemented and continue to implement various security measures on large trucks, including checkpoints and travel restrictions. The TSA adopted regulations that require drivers applying for or renewing a license for carrying hazardous materials to obtain a TSA determination that they are not a security threat.
|
•
|
WOTC —
In December 2014, United States President, Barack Obama, signed the Tax Increase Prevention Act of 2014 ("TIPA"). Among other things, TIPA extended 50% bonus depreciation and the Work Opportunity Tax Credit ("WOTC"). In December 2015, President Obama signed the Protecting Americans from Tax Hikes ("PATH") Act of 2015. Among other things, PATH further extended 50% bonus depreciation and WOTC. The financial impact of these regulations is discussed in
Note 20
in Part II, Item 8.
|
Available Information
|
ITEM 1A.
|
RISK FACTORS
|
Strategic Risk
|
•
|
recessionary economic cycles, such as the period from 2007 to 2009;
|
•
|
changes in customers’ inventory levels, including shrinking product/package sizes, and in the availability of funding for their working capital;
|
•
|
excess tractor capacity in comparison with shipping demand; and
|
•
|
downturns in customers’ business cycles.
|
•
|
low overall freight levels, which may impair our asset utilization;
|
•
|
customers with credit issues and cash flow problems;
|
•
|
changing freight patterns from redesigned supply chains, resulting in an imbalance between our capacity and customer demand;
|
•
|
customers bidding out freight or selecting competitors that offer lower rates, in an attempt to lower their costs, forcing us to lower our rates or lose freight; and
|
•
|
more deadhead miles incurred to obtain loads.
|
•
|
Many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth in the economy. This may make it difficult for us to maintain or increase freight rates, or may require us to reduce our freight rates, or lose freight. Additionally, it may limit our ability to maintain or expand our business.
|
•
|
Since some of our customers also operate their own private trucking fleets, they may decide to transport more of their own freight.
|
•
|
Some shippers have selected core carriers for their shipping needs, for which we may not be selected.
|
•
|
Many customers periodically solicit bids from multiple carriers for their shipping needs, which may depress freight rates or result in a loss of business to competitors.
|
•
|
The continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources and other competitive advantages, with which we may have difficulty competing.
|
•
|
Higher fuel prices and higher fuel surcharges to our customers may cause some of our customers to consider freight transportation alternatives, including rail transportation.
|
•
|
Competition from freight logistics and brokerage companies may negatively impact our customer relationships and freight rates.
|
•
|
Smaller carriers may build economies of scale with procurement aggregation providers, which may improve the smaller carriers’ abilities to compete with us.
|
•
|
The business may not achieve anticipated revenue, earnings, or cash flows.
|
•
|
We may assume liabilities beyond our estimates or what was disclosed to us.
|
•
|
We may be unable to integrate successfully and realize the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems.
|
•
|
The acquisition could disrupt our ongoing business, distract our management, and divert our resources.
|
•
|
We may have limited experience in the acquiree's market and may experience difficulties operating in its market.
|
•
|
There is a potential for loss of customers, employees, and drivers of the acquired company.
|
•
|
We may incur indebtedness or issue additional shares of stock.
|
Operational Risk
|
Compliance Risk
|
•
|
approval of premium rates for insurance;
|
•
|
standards of solvency;
|
•
|
minimum amounts of statutory capital surplus that must be maintained;
|
•
|
limitations on types and amounts of investments;
|
•
|
regulation of dividend payments and other transactions between affiliates;
|
•
|
regulation of reinsurance;
|
•
|
regulation of underwriting and marketing practices;
|
•
|
approval of policy forms;
|
•
|
methods of accounting; and
|
•
|
filing of annual and other reports with respect to financial condition and other matters.
|
•
|
foreign currency fluctuation;
|
•
|
changes in the economic strength of Mexico;
|
•
|
difficulties in enforcing contractual obligations and intellectual property rights;
|
•
|
burdens of complying with a wide variety of international and Unites States export, import and business procurement laws; and
|
•
|
social, political and economic instability.
|
Financial Risk
|
•
|
increased vulnerability to adverse economic, industry, or competitive developments;
|
•
|
cash flows from operations that are committed to payment of principal and interest, thereby reducing our ability to use cash for our operations, capital expenditures, and future business opportunities;
|
•
|
increased interest rates that would affect our variable rate debt;
|
•
|
noncompliance with restrictive covenants, borrowing conditions, and other debt obligations, which could result in an event of default;
|
•
|
non-strategic divestitures or inability to make strategic acquisitions;
|
•
|
lack of financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, and general corporate or other purposes; and
|
•
|
limits on our flexibility to plan for, or react to, changes in our business, market conditions, or in the economy.
|
Conflict of Interest Risk
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
|
|
|
|
Description of Activities Performed at Each Location
|
||||||||||
Region
|
Location
|
|
Owned / Leased
|
|
Customer Service
|
|
Marketing
|
|
Admin
|
|
Fuel
|
|
Repair
|
|
Driver Academy
|
|
W
E S T E R N |
Arizona – Phoenix
|
|
ü
|
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
California – Fontana
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
California – Fontana: Truck Sales/Leasing
|
|
ü
|
|
|
|
|
ü
|
|
|
|
|
|
|
|
|
|
California – Jurupa Valley
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
California – Lathrop
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
California – Otay Mesa
|
|
ü
|
|
|
ü
|
|
|
|
|
|
|
|
ü
|
|
|
|
California – Willows
|
|
ü
|
|
|
ü
|
|
|
|
|
|
ü
|
|
ü
|
|
|
|
Colorado – Denver
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Idaho – Lewiston
|
|
ü
|
ü
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
ü
|
|
Nevada – Sparks
|
|
ü
|
|
|
ü
|
|
|
|
|
|
ü
|
|
ü
|
|
|
|
New Mexico – Albuquerque
|
|
ü
|
|
|
ü
|
|
|
|
|
|
ü
|
|
ü
|
|
|
|
Oklahoma – Oklahoma City
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Oregon – Troutdale
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
|
|
ü
|
|
|
|
Texas – El Paso
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Texas – Houston
|
|
|
ü
|
|
ü
|
|
|
|
|
|
|
|
ü
|
|
|
|
Texas – Lancaster
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Texas – Laredo
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Texas – Corsicana
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
Utah – West Valley City
(1)
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
ü
|
|
Utah – West Valley City: Body Shop
|
|
|
ü
|
|
|
|
|
|
|
|
|
|
ü
|
|
|
|
Washington – Sumner
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
|
|
|
|
|
Description of Activities Performed at Each Location
|
||||||||||
Region
|
Location
|
|
Owned / Leased
|
|
Customer Service
|
|
Marketing
|
|
Admin
|
|
Fuel
|
|
Repair
|
|
Driver Academy
|
|
E
A S T E R N |
Florida – Ocala
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
Georgia – Decatur
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Georgia – Decatur
|
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
Illinois – Manteno
|
|
ü
|
|
|
ü
|
|
|
|
|
|
ü
|
|
ü
|
|
|
|
Illinois – Rochelle
(1)(2)
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
|
|
ü
|
|
|
|
Indiana – Gary
|
|
ü
|
|
|
ü
|
|
|
|
|
|
ü
|
|
ü
|
|
|
|
Kansas – Edwardsville
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Michigan – New Boston
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Minnesota – Inver Grove Heights
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
New Jersey – Avenel
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
|
|
New York – Syracuse
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Ohio – Columbus
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Pennsylvania – Jonestown
|
|
ü
|
|
|
ü
|
|
|
|
|
|
ü
|
|
ü
|
|
|
|
South Carolina – Greer: Terminal
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
South Carolina – Greer: Body Shop
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
|
|
Tennessee – Memphis: Body Shop
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
|
|
Tennessee – Memphis: Terminal
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
Tennessee – Memphis
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
Virginia – Richmond
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
ü
|
|
Wisconsin – Town of Menasha
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
|
M
E X I C O |
Tamaulipas – Nuevo Laredo
|
|
ü
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
ü
|
|
|
Sonora – Nogales
|
|
ü
|
|
|
ü
|
|
|
|
|
|
ü
|
|
ü
|
|
|
|
Nuevo Leon – Monterrey
|
|
ü
|
|
|
ü
|
|
|
|
ü
|
|
|
|
|
|
|
|
State of Mexico – Mexico City
|
|
|
ü
|
|
ü
|
|
|
|
ü
|
|
|
|
ü
|
|
|
(1)
|
Acquired as part of the Central Acquisition.
|
(2)
|
Includes a driver orientation building.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
PART II
|
ITEM 5.
|
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Year Ended December 31, 2015:
|
High
|
|
Low
|
||||
First quarter
|
$
|
29.01
|
|
|
$
|
24.39
|
|
Second quarter
|
$
|
26.58
|
|
|
$
|
22.10
|
|
Third quarter
|
$
|
24.76
|
|
|
$
|
14.83
|
|
Fourth quarter
|
$
|
17.63
|
|
|
$
|
12.76
|
|
|
|
|
|
||||
Year Ended December 31, 2014:
|
High
|
|
Low
|
||||
First quarter
|
$
|
26.71
|
|
|
$
|
19.89
|
|
Second quarter
|
$
|
26.54
|
|
|
$
|
21.49
|
|
Third quarter
|
$
|
26.15
|
|
|
$
|
18.53
|
|
Fourth quarter
|
$
|
29.44
|
|
|
$
|
20.01
|
|
Dividend Policy
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Value That May Yet be Purchased Under the Plans or Programs
|
||||||
October 1, 2015 to October 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
100,000,000
|
|
November 1, 2015 to November 30, 2015
|
4,175,810
|
|
|
$
|
16.76
|
|
|
4,175,810
|
|
|
$
|
30,000,000
|
|
December 1, 2015 to December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
30,000,000
|
|
Total
(1)
|
4,175,810
|
|
|
$
|
16.76
|
|
|
4,175,810
|
|
|
$
|
30,000,000
|
|
(1)
|
In January 2016, the Company repurchased $30.0 million of its outstanding Class A common stock, thus completing the share repurchase program.
|
Stockholders Return Performance Graph
|
|
December 31,
|
||||||||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Swift Transportation
|
$
|
100.00
|
|
|
$
|
65.87
|
|
|
$
|
72.90
|
|
|
$
|
177.54
|
|
|
$
|
228.86
|
|
|
$
|
110.47
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
102.11
|
|
|
$
|
118.45
|
|
|
$
|
156.82
|
|
|
$
|
178.29
|
|
|
$
|
180.75
|
|
Dow Jones US Trucking
|
$
|
100.00
|
|
|
$
|
93.33
|
|
|
$
|
98.13
|
|
|
$
|
123.38
|
|
|
$
|
159.38
|
|
|
$
|
122.59
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Year Ended December 31,
|
||||||||||||||||||
Consolidated income statement data
(1)
:
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Operating revenue
|
$
|
4,229,322
|
|
|
$
|
4,298,724
|
|
|
$
|
4,118,195
|
|
|
$
|
3,976,085
|
|
|
$
|
3,778,963
|
|
Operating income
|
370,104
|
|
|
370,070
|
|
|
356,959
|
|
|
351,816
|
|
|
322,036
|
|
|||||
Interest and derivative interest expense
(2)
|
42,322
|
|
|
86,559
|
|
|
103,386
|
|
|
127,150
|
|
|
165,038
|
|
|||||
Income before income taxes
|
316,786
|
|
|
250,626
|
|
|
256,404
|
|
|
201,701
|
|
|
161,239
|
|
|||||
Net income
|
197,577
|
|
|
161,152
|
|
|
155,422
|
|
|
140,087
|
|
|
102,747
|
|
|||||
Diluted earnings per share
|
1.38
|
|
|
1.12
|
|
|
1.09
|
|
|
1.00
|
|
|
0.74
|
|
|
As of December 31,
|
||||||||||||||||||
Consolidated balance sheet data
(1)
:
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Cash and cash equivalents, excluding restricted cash
|
$
|
107,590
|
|
|
$
|
105,132
|
|
|
$
|
59,178
|
|
|
$
|
53,596
|
|
|
$
|
80,452
|
|
Net property and equipment
|
1,651,100
|
|
|
1,542,130
|
|
|
1,447,807
|
|
|
1,397,536
|
|
|
1,404,031
|
|
|||||
Total assets
(4)
|
2,922,435
|
|
|
2,892,721
|
|
|
2,809,008
|
|
|
2,791,981
|
|
|
2,814,347
|
|
|||||
Debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable securitization
|
225,000
|
|
|
334,000
|
|
|
264,000
|
|
|
204,000
|
|
|
180,000
|
|
|||||
Revolving line of credit
|
200,000
|
|
|
57,000
|
|
|
17,000
|
|
|
2,531
|
|
|
9,037
|
|
|||||
Long-term debt and obligations under capital leases
|
962,667
|
|
|
1,104,066
|
|
|
1,321,820
|
|
|
1,430,598
|
|
|
1,673,036
|
|
|
Year Ended December 31,
|
||||||||||||||||||
Non-GAAP financial data
(1)
:
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Adjusted EPS
(3)
|
$
|
1.49
|
|
|
$
|
1.38
|
|
|
$
|
1.23
|
|
|
$
|
1.11
|
|
|
$
|
0.84
|
|
Adjusted Operating Ratio
(3)
|
89.8
|
%
|
|
89.0
|
%
|
|
88.8
|
%
|
|
88.3
|
%
|
|
88.8
|
%
|
|||||
Adjusted EBITDA
(3)
|
$
|
642,703
|
|
|
$
|
619,825
|
|
|
$
|
615,236
|
|
|
$
|
598,934
|
|
|
$
|
567,637
|
|
(1)
|
Data for all periods includes the results of Central, which was acquired by Swift on August 6, 2013. See further details regarding the Central Acquisition in
Note 1
to the consolidated financial statements in Part II, Item 8.
|
(2)
|
Interest expense during 2012 is primarily related to outstanding balances of $157.1 million and $575.6 million net carrying value of the first lien term loan B-1 tranche and B-2 tranches of the 2012 Agreement, respectively, $492.6 million carrying value of our Senior Notes and $204.0 million of our accounts receivable securitization.
|
(3)
|
Adjusted EPS, Adjusted Operating Ratio and Adjusted EBITDA are non-GAAP financial measures. These non-GAAP financial measures should not be considered alternatives to, or superior to, GAAP financial measures. However, management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company's results of operations. Adjusted EPS, Adjusted Operating Ratio and Adjusted EBITDA are reconciled to the most directly comparable GAAP financial measures in Part II, Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations
.
|
(4)
|
Pursuant to the Company's early adoption of ASU 2015-17, "Total assets" as of December 31, 2015 and 2014 include the impact of reclassifying current deferred income taxes into the noncurrent portion on the consolidated balance sheets. "Total assets" as of December 31, 2013, 2012 and 2011 have not been retrospectively adjusted. ASU 2015-17 is discussed in Note 3 in the Notes to Consolidated Financial Statements, included in Part II, Item 8,
Financial Statements and Supplementary Data.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Executive Summary
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands, except per share data)
|
||||||||||
Operating revenue
|
$
|
4,229,322
|
|
|
$
|
4,298,724
|
|
|
$
|
4,118,195
|
|
Revenue xFSR
|
$
|
3,781,976
|
|
|
$
|
3,535,391
|
|
|
$
|
3,326,714
|
|
Net income
|
$
|
197,577
|
|
|
$
|
161,152
|
|
|
$
|
155,422
|
|
Diluted earnings per share
|
$
|
1.38
|
|
|
$
|
1.12
|
|
|
$
|
1.09
|
|
Operating Ratio
|
91.2
|
%
|
|
91.4
|
%
|
|
91.3
|
%
|
|||
Non-GAAP financial data:
|
|
|
|
|
|
||||||
Adjusted EPS
(1)
|
$
|
1.49
|
|
|
$
|
1.38
|
|
|
$
|
1.23
|
|
Adjusted Operating Ratio
(1)
|
89.8
|
%
|
|
89.0
|
%
|
|
88.8
|
%
|
|||
Adjusted EBITDA
(1)
|
$
|
642,703
|
|
|
$
|
619,825
|
|
|
$
|
615,236
|
|
(1)
|
Adjusted EPS, Adjusted Operating Ratio and Adjusted EBITDA are non-GAAP financial measures. These non-GAAP financial measures should not be considered alternatives, or superior, to GAAP financial measures. However, management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company's results of operations. Adjusted EBITDA, Adjusted Operating Ratio and Adjusted EPS are reconciled to the most directly comparable GAAP financial measures under "Non-GAAP Financial Measures," below.
|
|
As of December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Tractors:
|
|
|
|
|
|
|||
Company:
|
|
|
|
|
|
|||
Owned
|
7,442
|
|
|
6,083
|
|
|
6,081
|
|
Leased — capital leases
|
2,170
|
|
|
1,700
|
|
|
1,851
|
|
Leased — operating leases
|
5,599
|
|
|
6,099
|
|
|
4,834
|
|
Total company tractors
|
15,211
|
|
|
13,882
|
|
|
12,766
|
|
Owner-operator:
|
|
|
|
|
|
|||
Financed through the Company
|
3,767
|
|
|
4,204
|
|
|
4,473
|
|
Other
|
886
|
|
|
750
|
|
|
722
|
|
Total owner-operator tractors
|
4,653
|
|
|
4,954
|
|
|
5,195
|
|
Total tractors
|
19,864
|
|
|
18,836
|
|
|
17,961
|
|
Trailers
|
65,233
|
|
|
61,652
|
|
|
57,310
|
|
Containers
|
9,150
|
|
|
9,150
|
|
|
8,717
|
|
|
Year Ended
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Company
|
13,316
|
|
|
12,146
|
|
|
11,656
|
|
Owner-operator
|
4,599
|
|
|
5,044
|
|
|
4,986
|
|
Total
(1)
|
17,915
|
|
|
17,190
|
|
|
16,642
|
|
(1)
|
Includes trucks within our non-reportable segment.
|
•
|
$41.7 million
decrease in interest expense, primarily driven by the call of our Senior Notes in November 2014.
|
•
|
$9.6 million
loss on debt extinguishment in 2015 from replacing the 2014 Agreement with the 2015 Agreement, compared to
$39.9 million
loss on debt extinguishment in 2014 ($34.7 million from redeeming our Senior Notes and $5.2 million from replacing the 2013 Agreement with the 2014 Agreement).
|
•
|
$29.7 million increase in income tax expense, driven by an increase in income before income taxes and an increase in the effective tax rate from 35.7% in 2014 to 37.6% in 2015.
|
•
|
$20.3 million increase in insurance and claims expense, primarily due to the first three quarters in 2015, when we had adverse current-year development of certain prior-year claims, higher claims severity trends and higher claims frequency trends. However, our crash frequency and severity trends improved in the fourth quarter of 2015, partially driven by our investments in new equipment with enhanced safety features, as well as improved driver retention and other safety initiatives.
|
•
|
$13.5 million additional depreciation, maintenance and staging expense, resulting from the backlog of trucks that were being processed for trade or sale in the latter half of 2015.
|
•
|
$6.0 million
non-operating expense for a lawsuit that was settled in June 2015.
|
•
|
$5.1 million operating expense for settlement of a class action lawsuit and related items in 2015.
|
•
|
$1.5 million pre-tax impairment of a non-operating note receivable in 2015. The note was due to the Company from an independent fleet contractor, transporting freight on behalf of Swift.
|
•
|
$2.3 million impairment of certain operations software in 2014.
|
•
|
$39.9 million
loss on debt extinguishment in 2014, discussed above, compared to a $5.5 million loss on debt extinguishment in 2013 ($5.0 million from replacing the 2012 Agreement with the 2013 Agreement and $0.5 million from repaying certain outstanding Central debt in full at closing of the Central Acquisition).
|
•
|
$19.5 million reduction in interest expense in 2014, compared to 2013, primarily due to redeeming our Senior Notes, lowering our debt balances, and replacing the 2013 Agreement with the 2014 Agreement.
|
•
|
280 basis point difference in the effective tax rate, which was 35.7% in 2014, compared to the expected effective tax rate of 38.5%, primarily due to the benefit of prior year federal income tax credits realized in the third quarter of 2014 and federal employment income tax credits realized in the fourth quarter of 2014.
|
•
|
$3.0 million in pre-tax gain on disposal of redundant Central properties in 2014.
|
•
|
$2.3 million pre-tax impairment of certain operations software in 2014.
|
•
|
$6.9 million pre-tax gain on sale in 2013 of three properties classified as held for sale.
|
•
|
$4.9 million in merger and acquisition expense in 2013 for financial advisory, severance and other professional fees related to the Central Acquisition.
|
•
|
$0.9 million in a one-time non-cash equity compensation charge incurred by Central in 2013 for certain stock options that accelerated upon closing of the Central Acquisition.
|
Non-GAAP Financial Measures
|
(i)
|
amortization of the intangibles from the 2007 Transactions,
|
(ii)
|
non-cash impairments,
|
(iii)
|
other special non-cash items,
|
(iv)
|
excludable transaction costs,
|
(v)
|
mark-to-market adjustments on our interest rate swaps, recognized in the income statement, and
|
(vi)
|
amortization of previous losses recorded in AOCI related to the interest rate swaps we terminated upon our IPO and refinancing transactions in December 2010.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Diluted earnings per share
|
$
|
1.38
|
|
|
$
|
1.12
|
|
|
$
|
1.09
|
|
|
$
|
1.00
|
|
|
$
|
0.74
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax expense
|
0.83
|
|
|
0.62
|
|
|
0.71
|
|
|
0.44
|
|
|
0.42
|
|
|||||
Income before income taxes
|
2.20
|
|
|
1.75
|
|
|
1.80
|
|
|
1.44
|
|
|
1.15
|
|
|||||
Non-cash impairments
(1)
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|||||
Non-cash impairments of non-operating assets
(2)
|
0.01
|
|
|
—
|
|
|
—
|
|
|
0.04
|
|
|
—
|
|
|||||
Loss on debt extinguishment
(3)
|
0.07
|
|
|
0.28
|
|
|
0.04
|
|
|
0.16
|
|
|
—
|
|
|||||
Acceleration of non-cash equity compensation
(4)
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Excludable transaction costs
(5)
|
—
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|||||
Mark-to-market adjustment of interest rate swaps
(6)
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of unrealized losses on interest rate swaps
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.04
|
|
|
0.11
|
|
|||||
Amortization of certain intangibles
(8)
|
0.11
|
|
|
0.11
|
|
|
0.11
|
|
|
0.11
|
|
|
0.12
|
|
|||||
Adjusted income before income taxes
|
2.39
|
|
|
2.15
|
|
|
2.00
|
|
|
1.82
|
|
|
1.38
|
|
|||||
Provision for income tax expense at effective rate
(9)
|
(0.90
|
)
|
|
(0.77
|
)
|
|
(0.77
|
)
|
|
(0.71
|
)
|
|
(0.54
|
)
|
|||||
Adjusted EPS
|
$
|
1.49
|
|
|
$
|
1.38
|
|
|
$
|
1.23
|
|
|
$
|
1.11
|
|
|
$
|
0.84
|
|
(1)
|
Pre-tax non-cash impairments included:
|
•
|
2014: $2.3 million related to the replacement and write-off of certain operations software; and
|
•
|
2012: $2.3 million lost deposit on fuel technology and related equipment because a supplier ceased operations and $1.1 million for impaired real property.
|
(2)
|
For 2015, refer to "Non-cash impairments of non-operating assets" discussion under "Results of Operations — Consolidated Operating and Other Expenses," below. In 2012, non-cash impairments of non-operating assets pertained to Swift Power Services, LLC ("SPS"), an entity in which we owned a minority interest and held a secured promissory note. SPS failed to make its first scheduled principal payment to us on the secured promissory note, as well as a quarterly interest payment on December 31, 2012. This was due to a decline in its financial performance resulting from, among other things, a legal dispute with the former owners and its primary customer. This caused us to evaluate the secured promissory note due from SPS for impairment, which resulted in a $6.0 million pre-tax adjustment that was recorded in Impairments of non-operating assets in the fourth quarter of 2012.
|
(3)
|
For 2013 through 2015, refer to "Loss on Debt Extinguishment" discussion under "Results of Operations — Consolidated Operating and Other Expenses," below. In 2012, we incurred $20.9 million in loss on debt extinguishment from replacing the previous first lien term loan with the 2012 Agreement and $1.3 million from redeeming the remaining fixed rate notes.
|
(4)
|
In 2013, Central incurred a $0.9 million one-time non-cash equity compensation charge for certain options that accelerated upon the closing of the Central Acquisition.
|
(5)
|
Excludable transaction costs in 2013 were from the Central Acquisition, in which Swift and Central incurred financial advisory, severance and other professional fees related to the transaction.
|
(6)
|
Mark-to-market adjustment of interest rate swaps reflects the portion of the change in fair value of these financial instruments that was recorded in earnings in each period indicated and excludes the portion recorded in AOCI under cash flow hedge accounting.
|
(7)
|
Amortization of unrealized losses on interest rate swaps reflects the non-cash amortization expense of $5.1 million in 2012 and $15.1 million in 2011, included in derivative interest expense in the consolidated income statements. Non-cash amortization expense is comprised of previous losses recorded in AOCI related to the interest rate swaps we terminated upon our IPO and concurrent refinancing transactions in December 2010. Such losses were incurred in prior periods when hedge accounting applied to the swaps and were expensed in relation to the hedged interest payments through the original maturity of the swaps in August 2012.
|
(8)
|
"Amortization of certain intangibles" specifically reflects the non-cash amortization expense relating to certain intangible assets identified in the 2007 Transactions through which Swift Corporation acquired Swift Transportation Co.
|
(9)
|
Provision for income tax expense at effective rate was based on the following:
|
•
|
2014 and 2015: GAAP effective tax rate.
|
•
|
Prior to 2014: GAAP expected effective tax rate:
|
◦
|
In 2013, we used a 38.5% rate, as there were variations in the GAAP effective tax rate primarily due to a new tax rate in Mexico, Central's conversion to a C-Corporation from an S-Corporation, fixed asset basis differences and state tax rate changes, Central Acquisition-related costs, as well as the benefit realized from Central's designation as an S-corporation prior to the Central Acquisition.
|
◦
|
In 2011 and 2012, we used a 39.0% rate, due to amortization of deferred tax assets related to our pre-IPO interest rate swaps and other items causing fluctuations in the GAAP effective tax rate.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Operating revenue
|
$
|
4,229,322
|
|
|
$
|
4,298,724
|
|
|
$
|
4,118,195
|
|
|
$
|
3,976,085
|
|
|
$
|
3,778,963
|
|
Less: Fuel surcharge revenue
|
(447,346
|
)
|
|
(763,333
|
)
|
|
(791,481
|
)
|
|
(794,514
|
)
|
|
(750,203
|
)
|
|||||
Revenue xFSR
|
3,781,976
|
|
|
3,535,391
|
|
|
3,326,714
|
|
|
3,181,571
|
|
|
3,028,760
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expense
|
3,859,218
|
|
|
3,928,654
|
|
|
3,761,236
|
|
|
3,624,269
|
|
|
3,456,927
|
|
|||||
Adjusted for:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel surcharge revenue
|
(447,346
|
)
|
|
(763,333
|
)
|
|
(791,481
|
)
|
|
(794,514
|
)
|
|
(750,203
|
)
|
|||||
Amortization of certain intangibles
(1)
|
(15,648
|
)
|
|
(15,648
|
)
|
|
(15,648
|
)
|
|
(15,758
|
)
|
|
(17,092
|
)
|
|||||
Non-cash impairments
(2)
|
—
|
|
|
(2,308
|
)
|
|
—
|
|
|
(3,387
|
)
|
|
—
|
|
|||||
Acceleration of non-cash equity compensation
(3)
|
—
|
|
|
—
|
|
|
(887
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted operating expense
|
3,396,224
|
|
|
3,147,365
|
|
|
2,953,220
|
|
|
2,810,610
|
|
|
2,689,632
|
|
|||||
Adjusted operating income
|
$
|
385,752
|
|
|
$
|
388,026
|
|
|
$
|
373,494
|
|
|
$
|
370,961
|
|
|
$
|
339,128
|
|
Operating Ratio
|
91.2
|
%
|
|
91.4
|
%
|
|
91.3
|
%
|
|
91.2
|
%
|
|
91.5
|
%
|
|||||
Adjusted Operating Ratio
|
89.8
|
%
|
|
89.0
|
%
|
|
88.8
|
%
|
|
88.3
|
%
|
|
88.8
|
%
|
(1)
|
Refer to footnote (8) to the Adjusted EPS reconciliation for a description of "Amortization of certain intangibles."
|
(2)
|
Refer to footnote (1) to the Adjusted EPS reconciliation for a description of "Non-cash impairments."
|
(3)
|
Refer to footnote (4) to the Adjusted EPS reconciliation for a description of "Acceleration of non-cash equity compensation."
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net income
|
$
|
197,577
|
|
|
$
|
161,152
|
|
|
$
|
155,422
|
|
|
$
|
140,087
|
|
|
$
|
102,747
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization of property and equipment
|
251,735
|
|
|
221,122
|
|
|
226,008
|
|
|
218,839
|
|
|
218,098
|
|
|||||
Amortization of intangibles
|
16,814
|
|
|
16,814
|
|
|
16,814
|
|
|
16,925
|
|
|
18,258
|
|
|||||
Interest expense
|
38,350
|
|
|
80,064
|
|
|
99,534
|
|
|
122,049
|
|
|
149,981
|
|
|||||
Derivative interest expense
|
3,972
|
|
|
6,495
|
|
|
3,852
|
|
|
5,101
|
|
|
15,057
|
|
|||||
Interest income
|
(2,526
|
)
|
|
(2,909
|
)
|
|
(2,474
|
)
|
|
(2,156
|
)
|
|
(1,997
|
)
|
|||||
Income tax expense
|
119,209
|
|
|
89,474
|
|
|
100,982
|
|
|
61,614
|
|
|
58,492
|
|
|||||
EBITDA
|
625,131
|
|
|
572,212
|
|
|
600,138
|
|
|
562,459
|
|
|
560,636
|
|
|||||
Non-cash impairments
(1)
|
—
|
|
|
2,308
|
|
|
—
|
|
|
3,387
|
|
|
—
|
|
|||||
Non-cash equity compensation
(2)
|
6,525
|
|
|
5,396
|
|
|
4,645
|
|
|
4,890
|
|
|
7,001
|
|
|||||
Loss on debt extinguishment
(3)
|
9,567
|
|
|
39,909
|
|
|
5,540
|
|
|
22,219
|
|
|
—
|
|
|||||
Excludable transaction costs
(4)
|
—
|
|
|
—
|
|
|
4,913
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash impairments of non-operating assets
(5)
|
1,480
|
|
|
—
|
|
|
—
|
|
|
5,979
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
642,703
|
|
|
$
|
619,825
|
|
|
$
|
615,236
|
|
|
$
|
598,934
|
|
|
$
|
567,637
|
|
(1)
|
Refer to footnote (1) to the Adjusted EPS reconciliation for a description of "Non-cash impairments."
|
(2)
|
Represents recurring non-cash equity compensation expense, on a pre-tax basis. In accordance with the terms of the 2015 Agreement, this expense is added back in the calculation of Adjusted EBITDA for covenant compliance purposes. In addition to non-cash equity compensation in 2013, Central incurred a $0.9 million one-time charge for certain options that accelerated upon closing of the Central Acquisition.
|
(3)
|
Refer to footnote (3) to the Adjusted EPS reconciliation for a description of "Loss on debt extinguishment."
|
(4)
|
Refer to footnote (5) to the Adjusted EPS reconciliation for a description of "Excludable transaction costs."
|
(5)
|
Refer to footnote (2) to the Adjusted EPS reconciliation for a description of "Non-cash impairments of non-operating assets."
|
Results of Operations — Segment Review
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Operating revenue:
|
|
|||||||||||||||||||
Truckload
|
$
|
2,204,114
|
|
|
52.1
|
%
|
|
$
|
2,301,010
|
|
|
53.5
|
%
|
|
$
|
2,313,035
|
|
|
56.2
|
%
|
Dedicated
|
927,657
|
|
|
21.9
|
%
|
|
892,078
|
|
|
20.8
|
%
|
|
738,929
|
|
|
17.9
|
%
|
|||
Swift Refrigerated
|
380,251
|
|
|
9.0
|
%
|
|
417,980
|
|
|
9.7
|
%
|
|
452,531
|
|
|
11.0
|
%
|
|||
Intermodal
|
390,572
|
|
|
9.2
|
%
|
|
401,577
|
|
|
9.3
|
%
|
|
376,075
|
|
|
9.1
|
%
|
|||
Subtotal
|
3,902,594
|
|
|
92.2
|
%
|
|
4,012,645
|
|
|
93.3
|
%
|
|
3,880,570
|
|
|
94.2
|
%
|
|||
Non-reportable segment
|
407,781
|
|
|
9.6
|
%
|
|
342,969
|
|
|
8.0
|
%
|
|
287,853
|
|
|
7.0
|
%
|
|||
Intersegment eliminations
|
(81,053
|
)
|
|
(1.8
|
)%
|
|
(56,890
|
)
|
|
(1.3
|
)%
|
|
(50,228
|
)
|
|
(1.2
|
)%
|
|||
Operating revenue
|
$
|
4,229,322
|
|
|
100.0
|
%
|
|
$
|
4,298,724
|
|
|
100.0
|
%
|
|
$
|
4,118,195
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Operating income:
|
|
|||||||||||||||||||
Truckload
|
$
|
257,007
|
|
|
69.4
|
%
|
|
$
|
258,072
|
|
|
69.7
|
%
|
|
$
|
225,963
|
|
|
63.3
|
%
|
Dedicated
|
82,735
|
|
|
22.4
|
%
|
|
75,794
|
|
|
20.5
|
%
|
|
83,520
|
|
|
23.4
|
%
|
|||
Swift Refrigerated
|
17,080
|
|
|
4.6
|
%
|
|
14,035
|
|
|
3.8
|
%
|
|
17,682
|
|
|
5.0
|
%
|
|||
Intermodal
|
4,128
|
|
|
1.1
|
%
|
|
8,298
|
|
|
2.2
|
%
|
|
5,619
|
|
|
1.6
|
%
|
|||
Subtotal
|
360,950
|
|
|
97.5
|
%
|
|
356,199
|
|
|
96.3
|
%
|
|
332,784
|
|
|
93.2
|
%
|
|||
Non-reportable segment
|
9,154
|
|
|
2.5
|
%
|
|
13,871
|
|
|
3.7
|
%
|
|
24,175
|
|
|
6.8
|
%
|
|||
Operating income
|
$
|
370,104
|
|
|
100.0
|
%
|
|
$
|
370,070
|
|
|
100.0
|
%
|
|
$
|
356,959
|
|
|
100.0
|
%
|
•
|
loaded miles (miles driven when hauling freight);
|
•
|
fleet size (because available loads are spread over available tractors);
|
•
|
rates received for our services; and
|
•
|
network balance (number of loads accepted, compared to available trucks, by market).
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating revenue
|
$
|
2,204,114
|
|
|
$
|
2,301,010
|
|
|
$
|
2,313,035
|
|
Less: Fuel surcharge revenue
|
(257,150
|
)
|
|
(442,023
|
)
|
|
(473,139
|
)
|
|||
Revenue xFSR
|
1,946,964
|
|
|
1,858,987
|
|
|
1,839,896
|
|
|||
|
|
|
|
|
|
||||||
Operating expense
|
1,947,107
|
|
|
2,042,938
|
|
|
2,087,072
|
|
|||
Adjusted for: Fuel surcharge revenue
|
(257,150
|
)
|
|
(442,023
|
)
|
|
(473,139
|
)
|
|||
Adjusted operating expense
|
1,689,957
|
|
|
1,600,915
|
|
|
1,613,933
|
|
|||
Adjusted operating income
|
$
|
257,007
|
|
|
$
|
258,072
|
|
|
$
|
225,963
|
|
Operating Ratio
|
88.3
|
%
|
|
88.8
|
%
|
|
90.2
|
%
|
|||
Adjusted Operating Ratio
|
86.8
|
%
|
|
86.1
|
%
|
|
87.7
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating revenue
|
$
|
927,657
|
|
|
$
|
892,078
|
|
|
$
|
738,929
|
|
Less: Fuel surcharge revenue
|
(79,360
|
)
|
|
(151,399
|
)
|
|
(138,063
|
)
|
|||
Revenue xFSR
|
848,297
|
|
|
740,679
|
|
|
600,866
|
|
|||
|
|
|
|
|
|
||||||
Operating expense
|
844,922
|
|
|
816,284
|
|
|
655,409
|
|
|||
Adjusted for: Fuel surcharge revenue
|
(79,360
|
)
|
|
(151,399
|
)
|
|
(138,063
|
)
|
|||
Adjusted operating expense
|
765,562
|
|
|
664,885
|
|
|
517,346
|
|
|||
Adjusted operating income
|
$
|
82,735
|
|
|
$
|
75,794
|
|
|
$
|
83,520
|
|
Operating Ratio
|
91.1
|
%
|
|
91.5
|
%
|
|
88.7
|
%
|
|||
Adjusted Operating Ratio
|
90.2
|
%
|
|
89.8
|
%
|
|
86.1
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating revenue
|
$
|
380,251
|
|
|
$
|
417,980
|
|
|
$
|
452,531
|
|
Less: Fuel surcharge revenue
|
(52,211
|
)
|
|
(83,660
|
)
|
|
(95,312
|
)
|
|||
Revenue xFSR
|
328,040
|
|
|
334,320
|
|
|
357,219
|
|
|||
|
|
|
|
|
|
||||||
Operating expense
|
363,171
|
|
|
403,945
|
|
|
434,849
|
|
|||
Adjusted for: Fuel surcharge revenue
|
(52,211
|
)
|
|
(83,660
|
)
|
|
(95,312
|
)
|
|||
Adjusted operating expense
|
310,960
|
|
|
320,285
|
|
|
339,537
|
|
|||
Adjusted operating income
|
$
|
17,080
|
|
|
$
|
14,035
|
|
|
$
|
17,682
|
|
Operating Ratio
|
95.5
|
%
|
|
96.6
|
%
|
|
96.1
|
%
|
|||
Adjusted Operating Ratio
|
94.8
|
%
|
|
95.8
|
%
|
|
95.1
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in thousands)
|
||||||||||
Operating revenue
|
$
|
390,572
|
|
|
$
|
401,577
|
|
|
$
|
376,075
|
|
Less: Fuel surcharge revenue
|
(50,441
|
)
|
|
(77,947
|
)
|
|
(77,594
|
)
|
|||
Revenue xFSR
|
340,131
|
|
|
323,630
|
|
|
298,481
|
|
|||
|
|
|
|
|
|
||||||
Operating expense
|
386,444
|
|
|
393,279
|
|
|
370,456
|
|
|||
Adjusted for: Fuel surcharge revenue
|
(50,441
|
)
|
|
(77,947
|
)
|
|
(77,594
|
)
|
|||
Adjusted operating expense
|
336,003
|
|
|
315,332
|
|
|
292,862
|
|
|||
Adjusted operating income
|
$
|
4,128
|
|
|
$
|
8,298
|
|
|
$
|
5,619
|
|
Operating Ratio
|
98.9
|
%
|
|
97.9
|
%
|
|
98.5
|
%
|
|||
Adjusted Operating Ratio
|
98.8
|
%
|
|
97.4
|
%
|
|
98.1
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars (except per tractor amounts) and miles in thousands)
|
|||||||||||||
Operating revenue
|
$
|
2,204,114
|
|
|
$
|
2,301,010
|
|
|
$
|
(96,896
|
)
|
|
(4.2
|
)%
|
Revenue xFSR
|
$
|
1,946,964
|
|
|
$
|
1,858,987
|
|
|
$
|
87,977
|
|
|
4.7
|
%
|
Operating income
|
$
|
257,007
|
|
|
$
|
258,072
|
|
|
$
|
(1,065
|
)
|
|
(0.4
|
)%
|
Operating Ratio
|
88.3
|
%
|
|
88.8
|
%
|
|
|
|
(0.5
|
)%
|
||||
Adjusted Operating Ratio
|
86.8
|
%
|
|
86.1
|
%
|
|
|
|
0.7
|
%
|
||||
Weekly Revenue xFSR per tractor
|
$
|
3,546
|
|
|
$
|
3,450
|
|
|
$
|
96
|
|
|
2.8
|
%
|
Total loaded miles
|
1,037,636
|
|
|
1,030,443
|
|
|
7,193
|
|
|
0.7
|
%
|
|||
Deadhead miles percentage
|
12.1
|
%
|
|
11.9
|
%
|
|
|
|
0.2
|
%
|
||||
Average operational truck count:
|
|
|
|
|
|
|
|
|||||||
Company
|
7,508
|
|
|
6,975
|
|
|
533
|
|
|
7.6
|
%
|
|||
Owner-operator
|
3,021
|
|
|
3,361
|
|
|
(340
|
)
|
|
(10.1
|
)%
|
|||
Total
|
10,529
|
|
|
10,336
|
|
|
193
|
|
|
1.9
|
%
|
•
|
4.0% increase in Revenue xFSR per loaded mile, primarily driven by pricing increases and freight mix.
|
•
|
0.7%
increase in total loaded miles.
|
•
|
4.0% increase in Revenue xFSR per loaded mile.
|
•
|
partially offset by a 1.2% decrease in loaded miles per tractor per week from disruption associated with trading and in-servicing more tractors in 2015, compared to 2014. This was the result of our acceleration of the average trade-in cycle for our tractors.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands, except per tractor amounts)
|
|||||||||||||
Operating revenue
|
$
|
927,657
|
|
|
$
|
892,078
|
|
|
$
|
35,579
|
|
|
4.0
|
%
|
Revenue xFSR
|
$
|
848,297
|
|
|
$
|
740,679
|
|
|
$
|
107,618
|
|
|
14.5
|
%
|
Operating income
|
$
|
82,735
|
|
|
$
|
75,794
|
|
|
$
|
6,941
|
|
|
9.2
|
%
|
Operating Ratio
|
91.1
|
%
|
|
91.5
|
%
|
|
|
|
(0.4
|
)%
|
||||
Adjusted Operating Ratio
|
90.2
|
%
|
|
89.8
|
%
|
|
|
|
0.4
|
%
|
||||
Weekly Revenue xFSR per tractor
|
$
|
3,326
|
|
|
$
|
3,182
|
|
|
$
|
144
|
|
|
4.5
|
%
|
Average operational truck count:
|
|
|
|
|
|
|
|
|||||||
Company
|
4,006
|
|
|
3,609
|
|
|
397
|
|
|
11.0
|
%
|
|||
Owner-operator
|
884
|
|
|
852
|
|
|
32
|
|
|
3.8
|
%
|
|||
Total
|
4,890
|
|
|
4,461
|
|
|
429
|
|
|
9.6
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars (except per tractor amounts) and miles in thousands)
|
|||||||||||||
Operating revenue
|
$
|
380,251
|
|
|
$
|
417,980
|
|
|
$
|
(37,729
|
)
|
|
(9.0
|
)%
|
Revenue xFSR
|
$
|
328,040
|
|
|
$
|
334,320
|
|
|
$
|
(6,280
|
)
|
|
(1.9
|
)%
|
Operating income
|
$
|
17,080
|
|
|
$
|
14,035
|
|
|
$
|
3,045
|
|
|
21.7
|
%
|
Operating Ratio
|
95.5
|
%
|
|
96.6
|
%
|
|
|
|
(1.1
|
)%
|
||||
Adjusted Operating Ratio
|
94.8
|
%
|
|
95.8
|
%
|
|
|
|
(1.0
|
)%
|
||||
Weekly Revenue xFSR per tractor
|
$
|
3,434
|
|
|
$
|
3,461
|
|
|
$
|
(27
|
)
|
|
(0.8
|
)%
|
Total loaded miles
|
170,684
|
|
|
166,637
|
|
|
4,047
|
|
|
2.4
|
%
|
|||
Deadhead miles percentage
|
14.2
|
%
|
|
15.2
|
%
|
|
|
|
(1.0
|
)%
|
||||
Average operational truck count:
|
|
|
|
|
|
|
|
|||||||
Company
|
1,242
|
|
|
1,102
|
|
|
140
|
|
|
12.7
|
%
|
|||
Owner-operator
|
590
|
|
|
755
|
|
|
(165
|
)
|
|
(21.9
|
)%
|
|||
Total
|
1,832
|
|
|
1,857
|
|
|
(25
|
)
|
|
(1.3
|
)%
|
•
|
4.3% reduction in Revenue xFSR per loaded mile. In the first quarter of 2015, we ceased servicing a large Swift Refrigerated specialty dedicated account. This dedicated account was not profitable and skewed our operational metrics since it operated with a much lower average length of haul, higher deadhead and much higher Revenue xFSR per loaded mile, as compared to other accounts.
|
•
|
partially offset by a
2.4%
increase in total loaded miles.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Operating revenue
|
$
|
390,572
|
|
|
$
|
401,577
|
|
|
$
|
(11,005
|
)
|
|
(2.7
|
)%
|
Revenue xFSR
|
$
|
340,131
|
|
|
$
|
323,630
|
|
|
$
|
16,501
|
|
|
5.1
|
%
|
Operating income
|
$
|
4,128
|
|
|
$
|
8,298
|
|
|
$
|
(4,170
|
)
|
|
(50.3
|
)%
|
Operating Ratio
|
98.9
|
%
|
|
97.9
|
%
|
|
|
|
1.0
|
%
|
||||
Adjusted Operating Ratio
|
98.8
|
%
|
|
97.4
|
%
|
|
|
|
1.4
|
%
|
||||
Average operational truck count:
|
|
|
|
|
|
|
|
|||||||
Company
|
517
|
|
|
426
|
|
|
91
|
|
|
21.4
|
%
|
|||
Owner-operator
|
102
|
|
|
77
|
|
|
25
|
|
|
32.5
|
%
|
|||
Total
|
619
|
|
|
503
|
|
|
116
|
|
|
23.1
|
%
|
|||
Load count
|
181,513
|
|
|
172,464
|
|
|
9,049
|
|
|
5.2
|
%
|
|||
Average container count
|
9,150
|
|
|
8,841
|
|
|
309
|
|
|
3.5
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Operating revenue
|
$
|
407,781
|
|
|
$
|
342,969
|
|
|
$
|
64,812
|
|
|
18.9
|
%
|
Operating income
|
$
|
9,154
|
|
|
$
|
13,871
|
|
|
$
|
(4,717
|
)
|
|
(34.0
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars (except per tractor amounts) and miles in thousands)
|
|||||||||||||
Operating revenue
|
$
|
2,301,010
|
|
|
$
|
2,313,035
|
|
|
$
|
(12,025
|
)
|
|
(0.5
|
)%
|
Revenue xFSR
|
$
|
1,858,987
|
|
|
$
|
1,839,896
|
|
|
$
|
19,091
|
|
|
1.0
|
%
|
Operating income
|
$
|
258,072
|
|
|
$
|
225,963
|
|
|
$
|
32,109
|
|
|
14.2
|
%
|
Operating Ratio
|
88.8
|
%
|
|
90.2
|
%
|
|
|
|
(1.4
|
)%
|
||||
Adjusted Operating Ratio
|
86.1
|
%
|
|
87.7
|
%
|
|
|
|
(1.6
|
)%
|
||||
Weekly Revenue xFSR per tractor
|
$
|
3,450
|
|
|
$
|
3,257
|
|
|
$
|
193
|
|
|
5.9
|
%
|
Total loaded miles
|
1,030,443
|
|
|
1,067,141
|
|
|
(36,698
|
)
|
|
(3.4
|
)%
|
|||
Deadhead miles percentage
|
11.9
|
%
|
|
11.6
|
%
|
|
|
|
0.3
|
%
|
||||
Average operational truck count:
|
|
|
|
|
|
|
|
|||||||
Company
|
6,975
|
|
|
7,500
|
|
|
(525
|
)
|
|
(7.0
|
)%
|
|||
Owner-operator
|
3,361
|
|
|
3,333
|
|
|
28
|
|
|
0.8
|
%
|
|||
Total
|
10,336
|
|
|
10,833
|
|
|
(497
|
)
|
|
(4.6
|
)%
|
•
|
a 5.9% increase in weekly Revenue xFSR per tractor, which was driven by a 4.6% increase in Revenue xFSR per loaded mile (from contractual rate increases, freight mix and an increase in paid repositioning) and a 1.2% improvement in loaded miles per truck per week in 2014;
|
•
|
offset by a 4.6% decrease in average tractors available for dispatch, as equipment was shifted from our Truckload segment to facilitate the growth within our Dedicated segment. As a result of this shift of resources and severe weather during the first quarter of 2014, total loaded miles decreased by 3.4%.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands, except per tractor amounts)
|
|||||||||||||
Operating revenue
|
$
|
892,078
|
|
|
$
|
738,929
|
|
|
$
|
153,149
|
|
|
20.7
|
%
|
Revenue xFSR
|
$
|
740,679
|
|
|
$
|
600,866
|
|
|
$
|
139,813
|
|
|
23.3
|
%
|
Operating income
|
$
|
75,794
|
|
|
$
|
83,520
|
|
|
$
|
(7,726
|
)
|
|
(9.3
|
)%
|
Operating Ratio
|
91.5
|
%
|
|
88.7
|
%
|
|
|
|
2.8
|
%
|
||||
Adjusted Operating Ratio
|
89.8
|
%
|
|
86.1
|
%
|
|
|
|
3.7
|
%
|
||||
Weekly Revenue xFSR per tractor
|
$
|
3,182
|
|
|
$
|
3,339
|
|
|
$
|
(157
|
)
|
|
(4.7
|
)%
|
Average operational truck count:
|
|
|
|
|
|
|
|
|||||||
Company
|
3,609
|
|
|
2,791
|
|
|
818
|
|
|
29.3
|
%
|
|||
Owner-operator
|
852
|
|
|
660
|
|
|
192
|
|
|
29.1
|
%
|
|||
Total
|
4,461
|
|
|
3,451
|
|
|
1,010
|
|
|
29.3
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars (except per tractor amounts) and miles in thousands)
|
|||||||||||||
Operating revenue
|
$
|
417,980
|
|
|
$
|
452,531
|
|
|
$
|
(34,551
|
)
|
|
(7.6
|
)%
|
Revenue xFSR
|
$
|
334,320
|
|
|
$
|
357,219
|
|
|
$
|
(22,899
|
)
|
|
(6.4
|
)%
|
Operating income
|
$
|
14,035
|
|
|
$
|
17,682
|
|
|
$
|
(3,647
|
)
|
|
(20.6
|
)%
|
Operating Ratio
|
96.6
|
%
|
|
96.1
|
%
|
|
|
|
0.5
|
%
|
||||
Adjusted Operating Ratio
|
95.8
|
%
|
|
95.1
|
%
|
|
|
|
0.7
|
%
|
||||
Weekly Revenue xFSR per tractor
|
$
|
3,461
|
|
|
$
|
3,474
|
|
|
$
|
(13
|
)
|
|
(0.4
|
)%
|
Total loaded miles
|
166,637
|
|
|
193,559
|
|
|
(26,922
|
)
|
|
(13.9
|
)%
|
|||
Deadhead miles percentage
|
15.2
|
%
|
|
12.8
|
%
|
|
|
|
2.4
|
%
|
||||
Average operational truck count:
|
|
|
|
|
|
|
|
|||||||
Company
|
1,102
|
|
|
1,018
|
|
|
84
|
|
|
8.3
|
%
|
|||
Owner-operator
|
755
|
|
|
951
|
|
|
(196
|
)
|
|
(20.6
|
)%
|
|||
Total
|
1,857
|
|
|
1,970
|
|
|
(113
|
)
|
|
(5.7
|
)%
|
•
|
a decrease in total loaded miles of 13.9%, which was the result of a 5.7% decrease in average tractors available for dispatch, severe winter weather in the first quarter of 2014, Central's conversion to Swift's system and process in February 2014, and challenges faced in the driver market.
|
•
|
a decrease in weekly Revenue xFSR per tractor of 0.4% primarily from freight mix changes. The decrease in weekly Revenue xFSR per tractor reflects a decrease in loaded miles per tractor of 8.7%, offset by an increase in Revenue xFSR per loaded mile of 8.7%. Swift Refrigerated added several new dedicated locations which operated with a lower average length of haul, higher deadhead and a higher Revenue xFSR per loaded mile.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Operating revenue
|
$
|
401,577
|
|
|
$
|
376,075
|
|
|
$
|
25,502
|
|
|
6.8
|
%
|
Revenue xFSR
|
$
|
323,630
|
|
|
$
|
298,481
|
|
|
$
|
25,149
|
|
|
8.4
|
%
|
Operating income
|
$
|
8,298
|
|
|
$
|
5,619
|
|
|
$
|
2,679
|
|
|
47.7
|
%
|
Operating Ratio
|
97.9
|
%
|
|
98.5
|
%
|
|
|
|
(0.6
|
)%
|
||||
Adjusted Operating Ratio
|
97.4
|
%
|
|
98.1
|
%
|
|
|
|
(0.7
|
)%
|
||||
Average operational truck count:
|
|
|
|
|
|
|
|
|||||||
Company
|
426
|
|
|
321
|
|
|
105
|
|
|
32.7
|
%
|
|||
Owner-operator
|
77
|
|
|
41
|
|
|
36
|
|
|
87.8
|
%
|
|||
Total
|
503
|
|
|
362
|
|
|
141
|
|
|
39.0
|
%
|
|||
Load count
|
172,464
|
|
|
160,642
|
|
|
11,822
|
|
|
7.4
|
%
|
|||
Average container count
|
8,841
|
|
|
8,717
|
|
|
124
|
|
|
1.4
|
%
|
•
|
a
7.4%
increase in load count.
|
•
|
a 1.0% increase in Revenue xFSR per load. The number of COFC loads increased in
2014
, while TOFC loads decreased, as we continued to shift our focus to more profitable freight.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Operating revenue
|
$
|
342,969
|
|
|
$
|
287,853
|
|
|
$
|
55,116
|
|
|
19.1
|
%
|
Operating income
|
$
|
13,871
|
|
|
$
|
24,175
|
|
|
$
|
(10,304
|
)
|
|
(42.6
|
)%
|
Results of Operations — Consolidated Operating and Other Expenses
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Salaries, wages and employee benefits
|
$
|
1,111,946
|
|
|
$
|
970,683
|
|
|
$
|
141,263
|
|
|
14.6
|
%
|
% of operating revenue
|
26.3
|
%
|
|
22.6
|
%
|
|
|
|
3.7
|
%
|
||||
% of Revenue xFSR
|
29.4
|
%
|
|
27.5
|
%
|
|
|
|
1.9
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Operating supplies and expenses
|
$
|
387,735
|
|
|
$
|
342,073
|
|
|
$
|
45,662
|
|
|
13.3
|
%
|
% of operating revenue
|
9.2
|
%
|
|
8.0
|
%
|
|
|
|
1.2
|
%
|
||||
% of Revenue xFSR
|
10.3
|
%
|
|
9.7
|
%
|
|
|
|
0.6
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Fuel expense
|
$
|
416,782
|
|
|
$
|
591,855
|
|
|
$
|
(175,073
|
)
|
|
(29.6
|
)%
|
% of operating revenue
|
9.9
|
%
|
|
13.8
|
%
|
|
|
|
(3.9
|
)%
|
||||
% of Revenue xFSR
|
11.0
|
%
|
|
16.7
|
%
|
|
|
|
(5.7
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Purchased transportation expense
|
$
|
1,180,403
|
|
|
$
|
1,321,268
|
|
|
$
|
(140,865
|
)
|
|
(10.7
|
)%
|
% of operating revenue
|
27.9
|
%
|
|
30.7
|
%
|
|
|
|
(2.8
|
)%
|
||||
% of Revenue xFSR
|
31.2
|
%
|
|
37.4
|
%
|
|
|
|
(6.2
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Insurance and claims
|
$
|
179,545
|
|
|
$
|
159,246
|
|
|
$
|
20,299
|
|
|
12.7
|
%
|
% of operating revenue
|
4.2
|
%
|
|
3.7
|
%
|
|
|
|
0.5
|
%
|
||||
% of Revenue xFSR
|
4.7
|
%
|
|
4.5
|
%
|
|
|
|
0.2
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Rental expense and depreciation and amortization of property and equipment
|
$
|
492,236
|
|
|
$
|
450,412
|
|
|
$
|
41,824
|
|
|
9.3
|
%
|
% of operating revenue
|
11.6
|
%
|
|
10.5
|
%
|
|
|
|
1.1
|
%
|
||||
% of Revenue xFSR
|
13.0
|
%
|
|
12.7
|
%
|
|
|
|
0.3
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Impairments
|
$
|
—
|
|
|
$
|
2,308
|
|
|
$
|
(2,308
|
)
|
|
(100.0
|
)%
|
% of operating revenue
|
—
|
%
|
|
0.1
|
%
|
|
|
|
(0.1
|
)%
|
||||
% of Revenue xFSR
|
—
|
%
|
|
0.1
|
%
|
|
|
|
(0.1
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Gain on disposal of property and equipment
|
$
|
32,453
|
|
|
$
|
27,682
|
|
|
$
|
4,771
|
|
|
17.2
|
%
|
% of operating revenue
|
0.8
|
%
|
|
0.6
|
%
|
|
|
|
0.2
|
%
|
||||
% of Revenue xFSR
|
0.9
|
%
|
|
0.8
|
%
|
|
|
|
0.1
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Interest expense
|
$
|
38,350
|
|
|
$
|
80,064
|
|
|
$
|
(41,714
|
)
|
|
(52.1
|
)%
|
Derivative interest expense
|
$
|
3,972
|
|
|
$
|
6,495
|
|
|
$
|
(2,523
|
)
|
|
(38.8
|
)%
|
Loss on debt extinguishment
|
$
|
9,567
|
|
|
$
|
39,909
|
|
|
$
|
(30,342
|
)
|
|
(76.0
|
)%
|
Non-cash impairments of non-operating assets
|
$
|
1,480
|
|
|
$
|
—
|
|
|
$
|
1,480
|
|
|
100.0
|
%
|
Legal settlement
|
$
|
6,000
|
|
|
$
|
—
|
|
|
$
|
6,000
|
|
|
100.0
|
%
|
Income tax expense
|
$
|
119,209
|
|
|
$
|
89,474
|
|
|
$
|
29,735
|
|
|
33.2
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Salaries, wages and employee benefits
|
$
|
970,683
|
|
|
$
|
903,990
|
|
|
$
|
66,693
|
|
|
7.4
|
%
|
% of operating revenue
|
22.6
|
%
|
|
22.0
|
%
|
|
|
|
0.6
|
%
|
||||
% of Revenue xFSR
|
27.5
|
%
|
|
27.2
|
%
|
|
|
|
0.3
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Operating supplies and expenses
|
$
|
342,073
|
|
|
$
|
319,023
|
|
|
$
|
23,050
|
|
|
7.2
|
%
|
% of operating revenue
|
8.0
|
%
|
|
7.7
|
%
|
|
|
|
0.3
|
%
|
||||
% of Revenue xFSR
|
9.7
|
%
|
|
9.6
|
%
|
|
|
|
0.1
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Fuel expense
|
$
|
591,855
|
|
|
$
|
640,000
|
|
|
$
|
(48,145
|
)
|
|
(7.5
|
)%
|
% of operating revenue
|
13.8
|
%
|
|
15.5
|
%
|
|
|
|
(1.7
|
)%
|
||||
% of Revenue xFSR
|
16.7
|
%
|
|
19.2
|
%
|
|
|
|
(2.5
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Insurance and claims
|
$
|
159,246
|
|
|
$
|
142,179
|
|
|
$
|
17,067
|
|
|
12.0
|
%
|
% of operating revenue
|
3.7
|
%
|
|
3.5
|
%
|
|
|
|
0.2
|
%
|
||||
% of Revenue xFSR
|
4.5
|
%
|
|
4.3
|
%
|
|
|
|
0.2
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Rental expense and depreciation and amortization of property and equipment
|
$
|
450,412
|
|
|
$
|
406,336
|
|
|
$
|
44,076
|
|
|
10.8
|
%
|
% of operating revenue
|
10.5
|
%
|
|
9.9
|
%
|
|
|
|
0.6
|
%
|
||||
% of Revenue xFSR
|
12.7
|
%
|
|
12.2
|
%
|
|
|
|
0.5
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||
|
(Dollars in thousands)
|
|||||||||||
Amortization of intangibles
|
16,814
|
|
|
16,814
|
|
|
$
|
—
|
|
|
—
|
%
|
% of operating revenue
|
0.4
|
%
|
|
0.4
|
%
|
|
|
|
—
|
%
|
||
% of Revenue xFSR
|
0.5
|
%
|
|
0.5
|
%
|
|
|
|
—
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Impairments
|
$
|
2,308
|
|
|
$
|
—
|
|
|
$
|
2,308
|
|
|
100.0
|
%
|
% of operating revenue
|
0.1
|
%
|
|
—
|
%
|
|
|
|
0.1
|
%
|
||||
% of Revenue xFSR
|
0.1
|
%
|
|
—
|
%
|
|
|
|
0.1
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Operating taxes and licenses
|
$
|
71,806
|
|
|
$
|
74,319
|
|
|
$
|
(2,513
|
)
|
|
(3.4
|
)%
|
% of operating revenue
|
1.7
|
%
|
|
1.8
|
%
|
|
|
|
(0.1
|
)%
|
||||
% of Revenue xFSR
|
2.0
|
%
|
|
2.2
|
%
|
|
|
|
(0.2
|
)%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Interest expense
|
$
|
80,064
|
|
|
$
|
99,534
|
|
|
$
|
(19,470
|
)
|
|
(19.6
|
)%
|
Derivative interest expense
|
$
|
6,495
|
|
|
$
|
3,852
|
|
|
$
|
2,643
|
|
|
68.6
|
%
|
Merger and acquisition expense
|
$
|
—
|
|
|
$
|
4,913
|
|
|
$
|
(4,913
|
)
|
|
(100.0
|
)%
|
Loss on debt extinguishment
|
$
|
39,909
|
|
|
$
|
5,540
|
|
|
$
|
34,369
|
|
|
620.4
|
%
|
Gain on sale of real property
|
$
|
—
|
|
|
$
|
(6,876
|
)
|
|
$
|
6,876
|
|
|
(100.0
|
)%
|
Income tax expense
|
$
|
89,474
|
|
|
$
|
100,982
|
|
|
$
|
(11,508
|
)
|
|
(11.4
|
)%
|
Liquidity and Capital Resources
|
Source:
|
|
Amount
|
||
Cash and cash equivalents, excluding restricted cash
|
|
$
|
107,590
|
|
Availability under New Revolver, due July 2020
(1)
|
|
305,000
|
|
|
Availability under 2015 RSA
(2)
|
|
107,000
|
|
|
Total unrestricted liquidity
|
|
$
|
519,590
|
|
Restricted cash
(3)
|
|
55,241
|
|
|
Restricted investments, held to maturity, amortized cost
(3)
|
|
23,215
|
|
|
Total liquidity, including restricted cash and restricted investments
|
|
$
|
598,046
|
|
(1)
|
As of
December 31, 2015
, we had
$200.0 million
in borrowings and
$95.0 million
in letters of credit, primarily related to workers' compensation and self-insurance liabilities under our
$600.0 million
New Revolver, leaving
$305.0 million
available.
|
(2)
|
Based on eligible receivables at
December 31, 2015
, our borrowing base for the 2015 RSA was
$332.0 million
, while outstanding borrowings were
$225.0 million
.
|
(3)
|
Restricted cash and restricted short-term investments are primarily held by our captive insurance companies for claims payments.
|
•
|
$669.8 million
: New Term Loan A, due July 2020
|
•
|
$225.0 million
: 2015 RSA outstanding borrowings, due January 2019
|
•
|
$281.8 million
: Capital lease obligations
|
•
|
$200.0 million
: New Revolver, due July 2020
|
•
|
$11.1 million
: Other
|
•
|
$500.0 million
: Old Term Loan A, due June 2019
|
•
|
$396.1 million
: Term Loan B, due June 2021, net of $0.9 million OID
|
•
|
$334.0 million
: 2013 RSA outstanding borrowings, due July 2016
|
•
|
$201.0 million
: Capital lease obligations
|
•
|
$57.0 million
: Old Revolver, due July 2019
|
•
|
$7.0 million
: Other
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
569,498
|
|
|
$
|
395,781
|
|
|
$
|
473,504
|
|
Net cash used in investing activities
|
(241,807
|
)
|
|
(139,750
|
)
|
|
(311,720
|
)
|
|||
Net cash used in financing activities
|
(325,233
|
)
|
|
(210,077
|
)
|
|
(156,202
|
)
|
(1)
|
$62.2 million
increase in tax payments from 2013 to 2014, due to utilizing substantially all of our net operating losses from prior periods.
|
(2)
|
$15.5 million
net remaining unfavorable variance was related to various factors that had an immaterial impact on net cash provided by operating activities, individually and in aggregate.
|
(3)
|
$112.0 million
increase in cash flows related to changes within accounts receivable. This increase in net cash provided by changes in accounts receivable was primarily related to the timing of collections during 2015, compared to 2014.
|
(4)
|
$44.0 million
decrease in interest payments, primarily due to the redemption of our Senior Notes in November 2014.
|
(5)
|
$17.7 million
net remaining favorable variance was related to various factors that had an immaterial impact on net cash provided by operating activities, individually and in aggregate.
|
(1)
|
$150.3 million
cash used, net of debt repayments, to pay Central stockholders in the Central Acquisition in 2013, with no comparable transaction in 2014.
|
(2)
|
$13.9 million
increase in proceeds from the sale of property and equipment from 2013 to 2014.
|
(3)
|
$12.3 million
decrease in cash capital expenditures from 2013 to 2014.
|
(4)
|
$4.6 million
net remaining unfavorable variance was related to various factors that had an immaterial impact on net cash used in investing activities, individually and in aggregate.
|
(5)
|
$36.6 million
increase in cash capital expenditures from 2014 to 2015. This is consistent with executing our plan to grow our fleet during the first half of 2015, as well as accelerating the average trade-in cycle for our tractors throughout 2015.
|
(9)
|
$1.1 million
net remaining unfavorable variance was related to various factors that had an immaterial impact on net cash used in investing activities, individually and in aggregate.
|
(2)
|
$31.5 million
net remaining favorable variance was related to various factors that had an immaterial impact on net cash used in financing activities, individually and in aggregate.
|
(5)
|
$79.4 million
decrease in net cash used for voluntary and scheduled repayments of long-term debt and capital lease obligations. Excluding the impact of the 2015 Agreement, we repaid $95.3 million in 2015. Excluding the impact of the 2014 Agreement, we repaid $174.7 million in 2014.
|
(6)
|
$67.0 million
decrease in net repayments on our revolving credit line. Excluding the impact of the 2015 Agreement, we repaid $57.0 million in 2015. Excluding the impact of the 2014 Agreement, we repaid $124.0 million in 2014.
|
(7)
|
$179.0 million
increase in repayments on the accounts receivable securitization. Excluding the impact of the 2015 Agreement, we made net repayments of $109.0 million in 2015. Excluding the impact of the 2014 Agreement, we had net borrowings of $70.0 million in 2014.
|
(8)
|
$70.0 million
cash used in November 2015 to repurchase shares of our outstanding Class A common stock, pursuant to a $100.0 million share repurchase plan authorized by the Board in September of 2015.
|
(9)
|
$12.5 million
net remaining unfavorable variance was related to various factors that had an immaterial impact on net cash used in financing activities, individually and in aggregate.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Gross value of revenue equipment acquired with:
|
|
|
|
|
|
||||||
Capital leases
|
$
|
145,338
|
|
|
$
|
101,581
|
|
|
$
|
85,094
|
|
Operating leases
|
404,313
|
|
|
330,650
|
|
|
367,279
|
|
|||
|
|
|
|
|
|
||||||
Originating value of terminated revenue equipment leases:
|
|
|
|
|
|
||||||
Capital leases
|
22,852
|
|
|
75,803
|
|
|
129,497
|
|
|||
Operating leases
|
362,156
|
|
|
74,134
|
|
|
95,987
|
|
Contractual Obligations
|
|
|
|
Payments Due By Period
(6)
|
||||||||||||||||
|
Total
|
|
1 Year or Less
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years |
||||||||||
Long-term debt obligations
|
$
|
680,872
|
|
|
$
|
35,582
|
|
|
$
|
100,040
|
|
|
$
|
545,250
|
|
|
$
|
—
|
|
Revolving line of credit
|
200,000
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|||||
2015 RSA
(1)
|
225,000
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|
—
|
|
|||||
Capital lease obligations
(2)
|
281,795
|
|
|
59,794
|
|
|
114,910
|
|
|
61,603
|
|
|
45,488
|
|
|||||
Interest obligations
(3)
|
109,331
|
|
|
29,108
|
|
|
50,566
|
|
|
28,300
|
|
|
1,357
|
|
|||||
Operating lease obligations
(4)
|
613,289
|
|
|
214,790
|
|
|
279,019
|
|
|
71,977
|
|
|
47,503
|
|
|||||
Purchase obligations
(5)
|
885,966
|
|
|
695,085
|
|
|
190,881
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
2,996,253
|
|
|
$
|
1,034,359
|
|
|
$
|
735,416
|
|
|
$
|
1,132,130
|
|
|
$
|
94,348
|
|
(1)
|
Represents borrowings owed at
December 31, 2015
. Interest rates vary.
|
(2)
|
Represents principal payments owed at
December 31, 2015
. The borrowing consists of capital leases with finance companies, with fixed borrowing amounts and fixed interest rates, as set forth on each applicable lease schedule. Accordingly, interest on each lease varies between schedules.
|
(3)
|
Represents interest obligations on long-term debt, 2015 RSA, and capital lease obligations. For variable rate debt, the interest rate in effect as of
December 31, 2015
was utilized. The table assumes long-term debt and the 2015 RSA are held to maturity.
|
(4)
|
Represents future monthly rental payment obligations, which include an interest element, under operating leases for tractors, trailers, chassis, and facilities. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time. The tractor lease agreements generally stipulate maximum miles and provide for mileage penalties for excess miles. These leases generally run for a period of three to five years for tractors and five to seven years for trailers.
|
(5)
|
Represents purchase obligations for revenue equipment and facilities of which a significant portion is expected to be financed with operating and capital leases to the extent available. We have the option to cancel tractor purchase orders with
60
to
90
days' notice. As of
December 31, 2015
, approximately
10.1%
of this amount had become non-cancelable.
|
(6)
|
Deferred taxes and long-term portion of claims accruals are excluded from other long-term liabilities in the contractual obligations table.
|
Off Balance Sheet Arrangements
|
Inflation
|
Critical Accounting Estimates
|
Recently Issued Accounting Pronouncements
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Audited Financial Statements of Swift Transportation Company
|
|
|
|
Index to Consolidated Financial Statements
|
|
|
|
Financial Statements
|
Page
|
Notes to Consolidated Financial Statements
|
|
|
Note 1
|
||
Note 2
|
||
Note 3
|
||
Note 4
|
||
Note 5
|
||
Note 6
|
||
Note 7
|
||
Note 8
|
||
Note 9
|
||
Note 10
|
||
Note 11
|
||
Note 12
|
||
Note 13
|
||
Note 14
|
||
Note 15
|
||
Note 16
|
||
Note 17
|
||
Note 18
|
||
Note 19
|
||
Note 20
|
||
Note 21
|
||
Note 22
|
||
Note 23
|
||
Note 24
|
||
Note 25
|
||
Note 26
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
(In thousands, except share data)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
107,590
|
|
|
$
|
105,132
|
|
Restricted cash
|
55,241
|
|
|
45,621
|
|
||
Restricted investments, held to maturity, amortized cost
|
23,215
|
|
|
24,510
|
|
||
Accounts receivable, net
|
422,421
|
|
|
478,999
|
|
||
Equipment sales receivable
|
—
|
|
|
288
|
|
||
Income tax refund receivable
|
11,664
|
|
|
18,455
|
|
||
Inventories and supplies
|
18,426
|
|
|
18,992
|
|
||
Assets held for sale
|
9,084
|
|
|
2,907
|
|
||
Prepaid taxes, licenses, insurance and other
|
48,149
|
|
|
51,441
|
|
||
Current portion of notes receivable
|
9,817
|
|
|
9,202
|
|
||
Total current assets
|
705,607
|
|
|
755,547
|
|
||
Property and equipment, at cost:
|
|
|
|
||||
Revenue and service equipment
|
2,278,618
|
|
|
2,061,835
|
|
||
Land
|
131,693
|
|
|
122,835
|
|
||
Facilities and improvements
|
269,769
|
|
|
268,025
|
|
||
Furniture and office equipment
|
99,519
|
|
|
67,740
|
|
||
Total property and equipment
|
2,779,599
|
|
|
2,520,435
|
|
||
Less: accumulated depreciation and amortization
|
(1,128,499
|
)
|
|
(978,305
|
)
|
||
Net property and equipment
|
1,651,100
|
|
|
1,542,130
|
|
||
Other assets
|
29,353
|
|
|
41,855
|
|
||
Intangible assets, net
|
283,119
|
|
|
299,933
|
|
||
Goodwill
|
253,256
|
|
|
253,256
|
|
||
Total assets
|
$
|
2,922,435
|
|
|
$
|
2,892,721
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
121,827
|
|
|
$
|
160,186
|
|
Accrued liabilities
|
97,313
|
|
|
98,719
|
|
||
Current portion of claims accruals
|
84,429
|
|
|
81,251
|
|
||
Current portion of long-term debt
|
35,582
|
|
|
31,445
|
|
||
Current portion of capital lease obligations
|
59,794
|
|
|
42,902
|
|
||
Fair value of interest rate swaps
|
—
|
|
|
6,109
|
|
||
Total current liabilities
|
398,945
|
|
|
420,612
|
|
||
Revolving line of credit
|
200,000
|
|
|
57,000
|
|
||
Long-term debt, less current portion
|
645,290
|
|
|
871,615
|
|
||
Capital lease obligations, less current portion
|
222,001
|
|
|
158,104
|
|
||
Claims accruals, less current portion
|
149,281
|
|
|
143,693
|
|
||
Deferred income taxes
|
463,832
|
|
|
437,389
|
|
||
Accounts receivable securitization
|
225,000
|
|
|
334,000
|
|
||
Other liabilities
|
959
|
|
|
14
|
|
||
Total liabilities
|
2,305,308
|
|
|
2,422,427
|
|
||
Commitments and contingencies (notes 13, 14 and 15)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.01 per share; Authorized 10,000,000 shares; none issued
|
—
|
|
|
—
|
|
||
Class A common stock, par value $0.01 per share; Authorized 500,000,000 shares; 87,808,801 and 91,103,643 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
|
878
|
|
|
911
|
|
||
Class B common stock, par value $0.01 per share; Authorized 250,000,000 shares; 50,991,938 shares issued and outstanding as of December 31, 2015 and December 31, 2014
|
510
|
|
|
510
|
|
||
Additional paid-in capital
|
754,589
|
|
|
781,124
|
|
||
Accumulated deficit
|
(139,033
|
)
|
|
(310,017
|
)
|
||
Accumulated other comprehensive income (loss)
|
81
|
|
|
(2,336
|
)
|
||
Noncontrolling interest
|
102
|
|
|
102
|
|
||
Total stockholders’ equity
|
617,127
|
|
|
470,294
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,922,435
|
|
|
$
|
2,892,721
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Operating revenue:
|
|
|
|
|
|
||||||
Revenue, excluding fuel surcharge revenue
|
$
|
3,781,976
|
|
|
$
|
3,535,391
|
|
|
$
|
3,326,714
|
|
Fuel surcharge revenue
|
447,346
|
|
|
763,333
|
|
|
791,481
|
|
|||
Operating revenue
|
4,229,322
|
|
|
4,298,724
|
|
|
4,118,195
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Salaries, wages and employee benefits
|
1,111,946
|
|
|
970,683
|
|
|
903,990
|
|
|||
Operating supplies and expenses
|
387,735
|
|
|
342,073
|
|
|
319,023
|
|
|||
Fuel
|
416,782
|
|
|
591,855
|
|
|
640,000
|
|
|||
Purchased transportation
|
1,180,403
|
|
|
1,321,268
|
|
|
1,255,646
|
|
|||
Rental expense
|
240,501
|
|
|
229,290
|
|
|
180,328
|
|
|||
Insurance and claims
|
179,545
|
|
|
159,246
|
|
|
142,179
|
|
|||
Depreciation and amortization of property and equipment
|
251,735
|
|
|
221,122
|
|
|
226,008
|
|
|||
Amortization of intangibles
|
16,814
|
|
|
16,814
|
|
|
16,814
|
|
|||
Impairments
|
—
|
|
|
2,308
|
|
|
—
|
|
|||
Gain on disposal of property and equipment
|
(32,453
|
)
|
|
(27,682
|
)
|
|
(22,664
|
)
|
|||
Communication and utilities
|
31,606
|
|
|
29,871
|
|
|
25,593
|
|
|||
Operating taxes and licenses
|
74,604
|
|
|
71,806
|
|
|
74,319
|
|
|||
Total operating expenses
|
3,859,218
|
|
|
3,928,654
|
|
|
3,761,236
|
|
|||
Operating income
|
370,104
|
|
|
370,070
|
|
|
356,959
|
|
|||
Other expenses (income):
|
|
|
|
|
|
||||||
Interest expense
|
38,350
|
|
|
80,064
|
|
|
99,534
|
|
|||
Derivative interest expense
|
3,972
|
|
|
6,495
|
|
|
3,852
|
|
|||
Interest income
|
(2,526
|
)
|
|
(2,909
|
)
|
|
(2,474
|
)
|
|||
Merger and acquisition expense
|
—
|
|
|
—
|
|
|
4,913
|
|
|||
Loss on debt extinguishment
|
9,567
|
|
|
39,909
|
|
|
5,540
|
|
|||
Non-cash impairments of non-operating assets
|
1,480
|
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on sale of real property
|
133
|
|
|
—
|
|
|
(6,876
|
)
|
|||
Legal settlement
|
6,000
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
(3,658
|
)
|
|
(4,115
|
)
|
|
(3,934
|
)
|
|||
Total other expenses (income), net
|
53,318
|
|
|
119,444
|
|
|
100,555
|
|
|||
Income before income taxes
|
316,786
|
|
|
250,626
|
|
|
256,404
|
|
|||
Income tax expense
|
119,209
|
|
|
89,474
|
|
|
100,982
|
|
|||
Net income
|
$
|
197,577
|
|
|
$
|
161,152
|
|
|
$
|
155,422
|
|
Basic earnings per share
|
$
|
1.39
|
|
|
$
|
1.14
|
|
|
$
|
1.11
|
|
Diluted earnings per share
|
$
|
1.38
|
|
|
$
|
1.12
|
|
|
$
|
1.09
|
|
Shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic
|
142,018
|
|
|
141,431
|
|
|
140,179
|
|
|||
Diluted
|
143,668
|
|
|
143,475
|
|
|
142,221
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
197,577
|
|
|
$
|
161,152
|
|
|
$
|
155,422
|
|
Accumulated losses on derivatives reclassified to derivative interest expense
|
3,886
|
|
|
6,218
|
|
|
3,143
|
|
|||
Change in fair value of interest rate swaps
|
—
|
|
|
—
|
|
|
(145
|
)
|
|||
Other comprehensive income before income taxes
|
3,886
|
|
|
6,218
|
|
|
2,998
|
|
|||
Income tax effect of items within other comprehensive income
|
(1,469
|
)
|
|
(2,392
|
)
|
|
(958
|
)
|
|||
Other comprehensive income, net of income taxes
|
2,417
|
|
|
3,826
|
|
|
2,040
|
|
|||
Total comprehensive income
|
$
|
199,994
|
|
|
$
|
164,978
|
|
|
$
|
157,462
|
|
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Additional Paid in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Noncontrolling Interest
|
|
Central's Stockholder Loans Receivable, Pre-acquisition
|
|
Total Stockholders' Equity
|
||||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
(In thousands, except share data)
|
||||||||||||||||||||||||||||||||||||
Balances, December 31, 2012
|
87,055,664
|
|
|
$
|
871
|
|
|
52,495,236
|
|
|
$
|
525
|
|
|
$
|
920,827
|
|
|
$
|
(601,777
|
)
|
|
$
|
(8,202
|
)
|
|
$
|
102
|
|
|
$
|
(22,142
|
)
|
|
$
|
290,204
|
|
Exercise of stock options
|
1,210,184
|
|
|
12
|
|
|
|
|
|
|
12,973
|
|
|
|
|
|
|
|
|
|
|
12,985
|
|
||||||||||||||
Central non-cash exercise of stock options
|
|
|
|
|
|
|
|
|
3,415
|
|
|
|
|
|
|
|
|
(3,415
|
)
|
|
—
|
|
|||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
3,670
|
|
|
|
|
|
|
|
|
|
|
3,670
|
|
||||||||||||||||
Excess tax benefit from stock-based compensation
|
|
|
|
|
|
|
|
|
187
|
|
|
|
|
|
|
|
|
|
|
187
|
|
||||||||||||||||
Grant of restricted Class A common stock
|
10,480
|
|
|
—
|
|
|
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
86
|
|
||||||||||||||
Shares issued under employee stock purchase plan
|
73,365
|
|
|
—
|
|
|
|
|
|
|
960
|
|
|
|
|
|
|
|
|
|
|
960
|
|
||||||||||||||
Conversion of Class B common stock to Class A common stock
|
53,298
|
|
|
|
|
(53,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Central acceleration of non-cash equity compensation
|
|
|
|
|
|
|
|
|
887
|
|
|
|
|
|
|
|
|
|
|
887
|
|
||||||||||||||||
Issuance of Central stockholders' loan receivable, pre-acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,000
|
)
|
|
(30,000
|
)
|
||||||||||||||||
Distribution to Central stockholders, pre-acquisition
|
|
|
|
|
|
|
|
|
|
|
(2,499
|
)
|
|
|
|
|
|
|
|
(2,499
|
)
|
||||||||||||||||
Acquisition of Central, a common control entity, net of
repayment of stockholders' loans receivable at closing of acquisition |
|
|
|
|
|
|
|
|
(183,597
|
)
|
|
|
|
|
|
|
|
33,295
|
|
|
(150,302
|
)
|
|||||||||||||||
Net settlements of distribution to Central stockholders in satisfaction of stockholders' loans receivable, pre-acquisition
|
|
|
|
|
|
|
|
|
|
|
(22,315
|
)
|
|
|
|
|
|
22,315
|
|
|
—
|
|
|||||||||||||||
Interest on Central stockholders' loans receivable, pre-acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(53
|
)
|
|
(53
|
)
|
||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
155,422
|
|
|
|
|
|
|
|
|
155,422
|
|
||||||||||||||||
Other comprehensive income, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
2,040
|
|
|
|
|
|
|
2,040
|
|
||||||||||||||||
Balances, December 31, 2013
|
88,402,991
|
|
|
$
|
883
|
|
|
52,441,938
|
|
|
$
|
525
|
|
|
$
|
759,408
|
|
|
$
|
(471,169
|
)
|
|
$
|
(6,162
|
)
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
283,587
|
|
Exercise of stock options
|
1,100,998
|
|
|
11
|
|
|
|
|
|
|
11,477
|
|
|
|
|
|
|
|
|
|
|
11,488
|
|
||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
5,080
|
|
|
|
|
|
|
|
|
|
|
5,080
|
|
||||||||||||||||
Excess tax benefit from stock-based compensation
|
|
|
|
|
|
|
|
|
3,730
|
|
|
|
|
|
|
|
|
|
|
3,730
|
|
||||||||||||||||
Grant of restricted Class A common stock
|
98,866
|
|
|
1
|
|
|
|
|
|
|
314
|
|
|
|
|
|
|
|
|
|
|
315
|
|
||||||||||||||
Shares issued under employee stock purchase plan
|
50,788
|
|
|
1
|
|
|
|
|
|
|
1,115
|
|
|
|
|
|
|
|
|
|
|
1,116
|
|
||||||||||||||
Conversion of Class B common stock to Class A common stock
|
1,450,000
|
|
|
15
|
|
|
(1,450,000
|
)
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
161,152
|
|
|
|
|
|
|
|
|
161,152
|
|
||||||||||||||||
Other comprehensive income, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
3,826
|
|
|
|
|
|
|
3,826
|
|
||||||||||||||||
Balances, December 31, 2014
|
91,103,643
|
|
|
$
|
911
|
|
|
50,991,938
|
|
|
$
|
510
|
|
|
$
|
781,124
|
|
|
$
|
(310,017
|
)
|
|
$
|
(2,336
|
)
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
470,294
|
|
Common stock issued under stock plans
|
821,412
|
|
|
8
|
|
|
|
|
|
|
6,945
|
|
|
|
|
|
|
|
|
|
|
6,953
|
|
||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
6,525
|
|
|
|
|
|
|
|
|
|
|
6,525
|
|
||||||||||||||||
Excess tax benefits from stock-based compensation
|
|
|
|
|
|
|
|
|
2,147
|
|
|
|
|
|
|
|
|
|
|
2,147
|
|
||||||||||||||||
Shares issued under employee stock purchase plan
|
59,556
|
|
|
1
|
|
|
|
|
|
|
1,213
|
|
|
|
|
|
|
|
|
|
|
1,214
|
|
||||||||||||||
Repurchase and cancellation of Class A Common Stock
|
(4,175,810
|
)
|
|
(42
|
)
|
|
|
|
|
|
(43,365
|
)
|
|
(26,593
|
)
|
|
|
|
|
|
|
|
(70,000
|
)
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
197,577
|
|
|
|
|
|
|
|
|
197,577
|
|
||||||||||||||||
Other comprehensive income, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
2,417
|
|
|
|
|
|
|
2,417
|
|
||||||||||||||||
Balances, December 31, 2015
|
87,808,801
|
|
|
$
|
878
|
|
|
50,991,938
|
|
|
$
|
510
|
|
|
$
|
754,589
|
|
|
$
|
(139,033
|
)
|
|
$
|
81
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
617,127
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
197,577
|
|
|
$
|
161,152
|
|
|
$
|
155,422
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property, equipment and intangibles
|
268,549
|
|
|
237,936
|
|
|
242,822
|
|
|||
Amortization of debt issuance costs, original issue discount, and losses on terminated swaps
|
5,937
|
|
|
10,407
|
|
|
7,247
|
|
|||
Gain on disposal of property and equipment less write-off of totaled tractors
|
(30,195
|
)
|
|
(23,236
|
)
|
|
(21,574
|
)
|
|||
Gain on sale of real property
|
—
|
|
|
(3,018
|
)
|
|
(6,876
|
)
|
|||
Impairments
|
1,480
|
|
|
2,308
|
|
|
—
|
|
|||
Equity losses of investee
|
—
|
|
|
—
|
|
|
537
|
|
|||
Deferred income taxes
|
26,476
|
|
|
(3,980
|
)
|
|
102,290
|
|
|||
Provision for losses on accounts receivable
|
8,004
|
|
|
2,844
|
|
|
1,370
|
|
|||
Non-cash loss on debt extinguishment and write-offs of deferred financing costs and original issue discount
|
9,567
|
|
|
11,994
|
|
|
5,540
|
|
|||
Non-cash equity compensation
|
6,525
|
|
|
5,396
|
|
|
4,645
|
|
|||
Excess tax benefits from stock-based compensation
|
(2,147
|
)
|
|
(3,730
|
)
|
|
(187
|
)
|
|||
Income effect of mark-to-market adjustment of interest rate swaps
|
87
|
|
|
(155
|
)
|
|
805
|
|
|||
Interest on Central stockholders' loan receivable, pre-acquisition
|
—
|
|
|
—
|
|
|
(53
|
)
|
|||
Increase (decrease) in cash resulting from changes in:
|
|
|
|
|
|
||||||
Accounts receivable
|
48,574
|
|
|
(63,407
|
)
|
|
(16,613
|
)
|
|||
Inventories and supplies
|
566
|
|
|
(562
|
)
|
|
(912
|
)
|
|||
Prepaid expenses and other current assets
|
17,741
|
|
|
17,802
|
|
|
(12,013
|
)
|
|||
Other assets
|
7,785
|
|
|
14,745
|
|
|
6,296
|
|
|||
Accounts payable, accrued and other liabilities
|
2,972
|
|
|
29,285
|
|
|
4,758
|
|
|||
Net cash provided by operating activities
|
569,498
|
|
|
395,781
|
|
|
473,504
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
(Increase) decrease in restricted cash
|
(9,620
|
)
|
|
5,212
|
|
|
845
|
|
|||
Proceeds from maturities of investments
|
33,015
|
|
|
29,783
|
|
|
25,217
|
|
|||
Purchases of investments
|
(31,930
|
)
|
|
(28,921
|
)
|
|
(28,756
|
)
|
|||
Proceeds from sale of property and equipment
|
116,330
|
|
|
133,020
|
|
|
119,158
|
|
|||
Capital expenditures
|
(342,615
|
)
|
|
(305,966
|
)
|
|
(318,271
|
)
|
|||
Payments received on notes receivable
|
4,252
|
|
|
5,481
|
|
|
3,868
|
|
|||
Expenditures on assets held for sale
|
(25,937
|
)
|
|
(4,053
|
)
|
|
(18,415
|
)
|
|||
Payments received on assets held for sale
|
14,410
|
|
|
25,326
|
|
|
53,486
|
|
|||
Payments received on equipment sale receivables
|
288
|
|
|
368
|
|
|
1,450
|
|
|||
Acquisition of Central, net of debt repayment
|
—
|
|
|
—
|
|
|
(150,302
|
)
|
|||
Net cash used in investing activities
|
(241,807
|
)
|
|
(139,750
|
)
|
|
(311,720
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of long-term debt and capital leases
|
(979,816
|
)
|
|
(1,224,628
|
)
|
|
(236,388
|
)
|
|||
Proceeds from long-term debt
|
684,504
|
|
|
900,000
|
|
|
26,267
|
|
|||
Net borrowings on revolving line of credit
|
143,000
|
|
|
40,000
|
|
|
14,469
|
|
|||
Borrowings under accounts receivable securitization
|
75,000
|
|
|
119,000
|
|
|
184,000
|
|
|||
Repayment of accounts receivable securitization
|
(184,000
|
)
|
|
(49,000
|
)
|
|
(124,000
|
)
|
|||
Issuance of Central stockholders' loan receivable, pre-acquisition
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|||
Distribution to Central stockholders, pre-acquisition
|
—
|
|
|
—
|
|
|
(2,499
|
)
|
|||
Payment of deferred loan costs
|
(4,235
|
)
|
|
(11,783
|
)
|
|
(2,183
|
)
|
|||
Proceeds from common stock issued
|
8,167
|
|
|
12,604
|
|
|
13,945
|
|
|||
Repurchase of Class A common stock
|
(70,000
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based compensation
|
2,147
|
|
|
3,730
|
|
|
187
|
|
|||
Net cash used in financing activities
|
(325,233
|
)
|
|
(210,077
|
)
|
|
(156,202
|
)
|
|||
Net increase in cash and cash equivalents
|
2,458
|
|
|
45,954
|
|
|
5,582
|
|
|||
Cash and cash equivalents at beginning of period
|
105,132
|
|
|
59,178
|
|
|
53,596
|
|
|||
Cash and cash equivalents at end of period
|
$
|
107,590
|
|
|
$
|
105,132
|
|
|
$
|
59,178
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
45,390
|
|
|
$
|
89,341
|
|
|
$
|
103,238
|
|
Income taxes
|
78,522
|
|
|
82,776
|
|
|
20,625
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Equipment purchase accrual
|
$
|
447
|
|
|
$
|
35,831
|
|
|
$
|
7,710
|
|
Notes receivable from sale of assets
|
7,670
|
|
|
5,431
|
|
|
8,089
|
|
|||
Equipment sales receivables
|
—
|
|
|
288
|
|
|
1,252
|
|
|||
Non-cash financing activities:
|
|
|
|
|
|
||||||
Capital lease additions
|
$
|
145,338
|
|
|
$
|
101,581
|
|
|
$
|
85,094
|
|
Accrued deferred loan costs
|
105
|
|
|
177
|
|
|
—
|
|
|||
Insurance premium and software notes payable
|
7,658
|
|
|
37
|
|
|
9,198
|
|
|||
Non-cash distribution to Central stockholders in satisfaction of stockholders' loans receivable, pre-acquisition
|
—
|
|
|
—
|
|
|
22,315
|
|
|||
Non-cash exercise of Central stock options in exchange for stockholders' loans receivable, pre-acquisition
|
—
|
|
|
—
|
|
|
3,415
|
|
|||
Cancellation of Central stockholders' loans receivable at closing of acquisition
|
—
|
|
|
—
|
|
|
33,295
|
|
Notes to Consolidated Financial Statements
|
|
•
|
Excess tax benefits from stock-based compensation are separately presented within "Net cash provided by operating activities" in the consolidated statements of cash flows. The prior period presentation has been retrospectively adjusted to reclassify the amount out of "Accounts payable, accrued and other liabilities" and into the new line item "Excess tax benefits from stock-based compensation." The change in presentation has no net impact on "Net cash provided by operating activities."
|
•
|
Gross amounts of investment in securities activities are presented as "Proceeds from maturities of investments" and "Purchases of investments" in the consolidated statements of cash flows. The prior period presentation has been retrospectively adjusted to accommodate this gross presentation. The change in presentation has no net impact on "Net cash used in investing activities."
|
•
|
"Operating revenue" in the consolidated income statements is disaggregated into the line items "Revenue, excluding fuel surcharge revenue" and "Fuel surcharge revenue." The change in presentation has no net impact on "Operating revenue."
|
•
|
Current deferred income taxes have been reclassified to noncurrent deferred income taxes on the consolidated balance sheet, pursuant to ASU 2015-17. See further details at Note 3.
|
|
•
|
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.
|
Category
|
|
Range
|
||
Facilities and improvements
|
|
3
|
to
|
40 years
|
Revenue and service equipment
|
|
3
|
to
|
20 years
|
Furniture and office equipment
|
|
3
|
to
|
5 years
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
|
Gross Unrealized
|
|
|
||||||||||
|
Cost or Amortized Cost
|
|
Gains
|
|
Temporary
Losses |
|
Estimated Fair Value
|
||||||||
United States corporate securities
|
$
|
16,686
|
|
|
$
|
2
|
|
|
$
|
(27
|
)
|
|
$
|
16,661
|
|
Municipal bonds
|
4,904
|
|
|
1
|
|
|
(1
|
)
|
|
4,904
|
|
||||
Negotiable certificates of deposit
|
1,625
|
|
|
—
|
|
|
—
|
|
|
1,625
|
|
||||
Total restricted investments
|
$
|
23,215
|
|
|
$
|
3
|
|
|
$
|
(28
|
)
|
|
$
|
23,190
|
|
|
December 31, 2014
|
||||||||||||||
|
|
|
Gross Unrealized
|
|
|
||||||||||
|
Cost or Amortized Cost
|
|
Gains
|
|
Temporary
Losses |
|
Estimated Fair Value
|
||||||||
United States corporate securities
|
$
|
20,892
|
|
|
$
|
2
|
|
|
$
|
(10
|
)
|
|
$
|
20,884
|
|
Foreign corporate securities
|
1,503
|
|
|
—
|
|
|
—
|
|
|
1,503
|
|
||||
Negotiable certificates of deposit
|
2,115
|
|
|
—
|
|
|
—
|
|
|
2,115
|
|
||||
Total restricted investments
|
$
|
24,510
|
|
|
$
|
2
|
|
|
$
|
(10
|
)
|
|
$
|
24,502
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Trade customers
|
$
|
415,219
|
|
|
$
|
457,823
|
|
Equipment manufacturers
|
6,801
|
|
|
7,725
|
|
||
Other
|
18,329
|
|
|
23,375
|
|
||
Total accounts receivable
|
440,349
|
|
|
488,923
|
|
||
Less: Allowance for doubtful accounts
|
(17,928
|
)
|
|
(9,924
|
)
|
||
Accounts receivable, net
|
$
|
422,421
|
|
|
$
|
478,999
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
$
|
9,924
|
|
|
$
|
7,504
|
|
|
$
|
7,432
|
|
Provision
|
8,004
|
|
|
2,844
|
|
|
1,370
|
|
|||
Recoveries
|
—
|
|
|
89
|
|
|
35
|
|
|||
Write-offs
|
—
|
|
|
(513
|
)
|
|
(1,333
|
)
|
|||
Ending balance
|
$
|
17,928
|
|
|
$
|
9,924
|
|
|
$
|
7,504
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land and facilities
|
$
|
288
|
|
|
$
|
288
|
|
Revenue equipment
|
8,796
|
|
|
2,619
|
|
||
Assets held for sale
|
$
|
9,084
|
|
|
$
|
2,907
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Notes receivable due from owner-operators, with interest rates at 15%, secured by revenue equipment. Terms range from several months to three years
|
$
|
15,725
|
|
|
$
|
13,642
|
|
Other
|
24
|
|
|
1,933
|
|
||
Total notes receivable
|
15,749
|
|
|
15,575
|
|
||
Less: current portion
|
(9,817
|
)
|
|
(9,202
|
)
|
||
Long-term notes receivable
|
$
|
5,932
|
|
|
$
|
6,373
|
|
|
|
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
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Customer Relationships:
|
|
|
|
||||
Gross carrying value
|
$
|
275,324
|
|
|
$
|
275,324
|
|
Accumulated amortization
|
(173,242
|
)
|
|
(156,428
|
)
|
||
Customer relationships, net
|
102,082
|
|
|
118,896
|
|
||
|
|
|
|
||||
Trade Name:
|
|
|
|
||||
Gross carrying value
|
181,037
|
|
|
181,037
|
|
||
Intangible assets, net
|
283,119
|
|
|
299,933
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Amortization of intangible assets related to the 2007 Transactions
|
$
|
15,648
|
|
|
$
|
15,648
|
|
|
$
|
15,648
|
|
Amortization related to intangible assets existing prior to the 2007 Transactions
|
1,166
|
|
|
1,166
|
|
|
1,166
|
|
|||
Amortization of intangibles
|
$
|
16,814
|
|
|
$
|
16,814
|
|
|
$
|
16,814
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Employee compensation
|
$
|
55,750
|
|
|
$
|
50,398
|
|
Owner-operator lease purchase reserve
|
5,271
|
|
|
10,418
|
|
||
Income tax accrual
(1)
|
2,043
|
|
|
1,931
|
|
||
Accrued owner-operator expenses
|
6,711
|
|
|
6,507
|
|
||
Deferred revenue
|
1,740
|
|
|
1,504
|
|
||
Fuel and property taxes
|
4,076
|
|
|
3,812
|
|
||
Accrued interest expense
|
1,532
|
|
|
4,216
|
|
||
Other
|
20,190
|
|
|
19,933
|
|
||
Accrued liabilities
|
$
|
97,313
|
|
|
$
|
98,719
|
|
(1)
|
Refer to Note 3, regarding the reclassification of deferred income taxes, per ASU 2015-17.
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Auto and collision liability
|
$
|
123,086
|
|
|
$
|
112,548
|
|
Workers’ compensation liability
|
92,608
|
|
|
82,439
|
|
||
Owner-operator claims liability
|
12,304
|
|
|
13,233
|
|
||
Group medical and other liability
(1)
|
364
|
|
|
12,064
|
|
||
Cargo damage liability
|
5,348
|
|
|
4,660
|
|
||
Claims accrual
|
233,710
|
|
|
224,944
|
|
||
Less: current portion
|
(84,429
|
)
|
|
(81,251
|
)
|
||
Long-term claim accruals
|
$
|
149,281
|
|
|
$
|
143,693
|
|
(1)
|
Effective January 1, 2015, the Company is fully insured on its group medical benefits, subject to contributed premiums. Prior to January 1, 2015, the Company had a
$500 thousand
specific deductible with an aggregating individual deductible of
$150 thousand
beginning January 1, 2013, of each employee health care claim, as well as commercial insurance for the balance.
|
|
|
2015 RSA
|
|
2013 RSA
|
||||
Effective
|
December 2015
|
|
|
June 2013
|
|
||
Borrowing capacity
(1)
|
$
|
400,000
|
|
|
$
|
375,000
|
|
Final maturity date
|
January 10, 2019
|
|
|
July 13, 2016
|
|
||
Unused commitment fee rate
|
15 basis points
|
|
|
35 basis points
|
|
||
Program fees on outstanding balances
|
one-month LIBOR + 90 basis points
|
|
|
one-month LIBOR + 95 basis points
|
|
(1)
|
The 2015 RSA has an accordion option to increase the maximum borrowing capacity by up to an additional
$75.0 million
, subject to participation by the Purchasers. The 2013 RSA borrowing capacity included a
$50.0 million
accordion option, which was exercised in September 2014.
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
2015 Agreement: New Term Loan A, due July 2020
|
$
|
669,750
|
|
|
$
|
—
|
|
2014 Agreement: Old Term Loan A, due June 2019
|
—
|
|
|
500,000
|
|
||
2014 Agreement: Term Loan B, due June 2021, net of $920 OID
|
—
|
|
|
396,080
|
|
||
Other
|
11,122
|
|
|
6,980
|
|
||
Long-term debt
|
680,872
|
|
|
903,060
|
|
||
Less: current portion of long-term debt
|
(35,582
|
)
|
|
(31,445
|
)
|
||
Long-term debt, less current portion
|
$
|
645,290
|
|
|
$
|
871,615
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Long-term debt
|
$
|
680,872
|
|
|
$
|
903,060
|
|
Revolving line of credit
(1)
|
200,000
|
|
|
57,000
|
|
||
Long-term debt, including revolving line of credit
|
$
|
880,872
|
|
|
$
|
960,060
|
|
(1)
|
The Company also had outstanding letters of credit, primarily related to workers' compensation and self-insurance liabilities of
$95.0 million
under the New Revolver at
December 31, 2015
and
$100.3 million
under the Old Revolver at
December 31, 2014
.
|
2015 Agreement
|
|
New Term Loan A
|
|
New Revolver
(2)
|
Maximum borrowing capacity
|
|
$680,000
|
|
$600,000
|
Final maturity date
|
|
July 27, 2020
|
|
July 27, 2020
|
Interest rate base
|
|
LIBOR
|
|
LIBOR
|
LIBOR floor
|
|
—%
|
|
—%
|
Interest rate minimum margin
(1)
|
|
1.50%
|
|
1.50%
|
Interest rate maximum margin
(1)
|
|
2.25%
|
|
2.25%
|
Minimum principal payment — amount
(3)
|
|
$6,625
|
|
$—
|
Minimum principal payment — frequency
|
|
Quarterly
|
|
Once
|
Minimum principal payment — commencement date
(3)
|
|
December 31,
2015 |
|
July 27,
2020 |
(1)
|
The interest rate margin for the New Term Loan A and New Revolver is
1.75%
, which is lower than the 2014 Agreement's Term Loan B. Beginning December 31, 2015, the interest rate margin for the New Term Loan A and New Revolver is based on the Company's consolidated leverage ratio. As of
December 31, 2015
, interest accrued at
2.12%
on the New Term Loan A and
2.08%
on the New Revolver.
|
(2)
|
The commitment fee for the unused portion of the New Revolver is based on the Company's consolidated leverage ratio, and ranges from
0.25%
to
0.35%
. As of
December 31, 2015
, commitment fees on the unused portion of the New Revolver accrued at
0.25%
and outstanding letter of credit fees accrued at
1.75%
.
|
(3)
|
Commencing in March 2017, the minimum quarterly payment amount on the New Term Loan A is
$12.3 million
, at which it remains until final maturity.
|
2014 Agreement
|
|
Old Term Loan A
|
|
Term Loan B
|
|
Old Revolver
|
Maximum borrowing capacity
|
|
$500,000
|
|
$400,000
|
|
$450,000
|
Final maturity date
|
|
June 9, 2019
|
|
June 9, 2021
|
|
June 9, 2019
|
Interest rate base
|
|
LIBOR
|
|
LIBOR
|
|
LIBOR
|
LIBOR floor
|
|
—%
|
|
0.75%
|
|
—%
|
Interest rate minimum margin
(1)
|
|
1.50%
|
|
3.00%
|
|
1.50%
|
Interest rate maximum margin
(1)
|
|
2.25%
|
|
3.00%
|
|
2.25%
|
Minimum principal payment — amount
(2)
|
|
$5,625
|
|
$1,000
|
|
$—
|
Minimum principal payment — frequency
|
|
Quarterly
|
|
Quarterly
|
|
Once
|
Minimum principal payment — commencement date
(2)
|
|
March 31, 2015
|
|
June 30, 2014
|
|
June 30, 2019
|
(1)
|
Interest rate margins on the Old Term Loan A and Old Revolver were based on the Company's consolidated leverage ratio. Additionally, after December 31, 2014, interest rate margins on the Term Loan B were determined by the Company's consolidated leverage ratio, ranging from
2.75%
to
3.00%
. As of December 31, 2014, interest accrued at
2.16%
and
3.75%
on the Old Term Loan A and Term Loan B, respectively.
|
(2)
|
Commencing in March 2017, the minimum principal payment amount on the Old Term Loan A would have been
$11.3 million
.
|
|
|
Operating
|
|
Capital
|
||||
2016
|
$
|
214,790
|
|
|
$
|
66,894
|
|
2017
|
172,735
|
|
|
76,108
|
|
||
2018
|
106,284
|
|
|
47,631
|
|
||
2019
|
49,250
|
|
|
57,512
|
|
||
2020
|
22,727
|
|
|
8,055
|
|
||
Thereafter
|
47,503
|
|
|
46,845
|
|
||
Total minimum lease payments
|
$
|
613,289
|
|
|
$
|
303,045
|
|
Less: amounts representing interest
|
|
|
(21,250
|
)
|
|||
Present value of minimum lease payments
|
|
|
281,795
|
|
|||
Less: current portion
|
|
|
(59,794
|
)
|
|||
Capital lease obligations, long-term
|
|
|
$
|
222,001
|
|
2016
|
$
|
120,194
|
|
2017
|
93,547
|
|
|
2018
|
42,076
|
|
|
2019
|
5,827
|
|
|
2020
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
261,644
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Losses recognized in AOCI from cash flow hedges (effective portion)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
145
|
|
|
|
|
|
|
|
||||||
Loss reclassified from AOCI into net income from cash flow hedges (effective portion)
|
$
|
3,886
|
|
|
$
|
6,218
|
|
|
$
|
3,143
|
|
Loss recognized in income from de-designated derivative contracts
|
86
|
|
|
277
|
|
|
709
|
|
|||
Derivative interest expense
|
$
|
3,972
|
|
|
$
|
6,495
|
|
|
$
|
3,852
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Reclassified to:
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest rate swaps
|
Derivative interest expense
|
|
$
|
3,886
|
|
|
$
|
6,218
|
|
|
$
|
3,143
|
|
Income tax benefit
|
Income tax expense
|
|
(1,469
|
)
|
|
(2,220
|
)
|
|
(1,226
|
)
|
|||
|
Net income
|
|
$
|
2,417
|
|
|
$
|
3,998
|
|
|
$
|
1,917
|
|
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options
|
$
|
1,333
|
|
|
$
|
3,007
|
|
|
$
|
3,359
|
|
Restricted stock shares and RSUs
|
3,939
|
|
|
1,600
|
|
|
887
|
|
|||
Performance shares
|
1,253
|
|
|
789
|
|
|
399
|
|
|||
Total stock-based compensation expense
|
$
|
6,525
|
|
|
$
|
5,396
|
|
|
$
|
4,645
|
|
Income tax benefit
|
$
|
2,453
|
|
|
$
|
1,926
|
|
|
$
|
1,788
|
|
|
December 31, 2015
|
||||
|
Expense
|
|
Weighted Average Period
|
||
|
(In thousands)
|
|
(In years)
|
||
Stock options
|
$
|
1,628
|
|
|
0.87
|
Restricted stock shares and RSUs
|
$
|
6,742
|
|
|
1.05
|
Performance shares
|
$
|
1,650
|
|
|
0.83
|
|
Shares Under
Option |
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
(1)
|
|||||
|
|
|
|
|
(In years)
|
|
(In thousands)
|
|||||
Outstanding at January 1, 2015
|
3,764,874
|
|
|
$
|
11.34
|
|
|
4.68
|
|
$
|
65,089
|
|
Granted
|
195,017
|
|
|
$
|
24.84
|
|
|
|
|
|
||
Exercised
|
(665,531
|
)
|
|
$
|
10.45
|
|
|
|
|
|
||
Expired
|
(25,542
|
)
|
|
$
|
11.37
|
|
|
|
|
|
||
Forfeited
|
(44,565
|
)
|
|
$
|
16.83
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
3,224,253
|
|
|
$
|
11.01
|
|
|
4.04
|
|
$
|
9,051
|
|
Aggregate number of stock options expected to vest at a future date as of December 31, 2015
|
429,266
|
|
|
$
|
13.18
|
|
|
8.10
|
|
$
|
275
|
|
Exercisable at December 31, 2015
|
2,720,513
|
|
|
$
|
10.63
|
|
|
3.30
|
|
$
|
8,691
|
|
(1)
|
The aggregate intrinsic value was computed using the closing share price on
December 31, 2015
of
$13.82
and on
December 31, 2014
of
$28.63
, as applicable.
|
|
Year Ended December 31,
|
||||
|
2015
|
|
2014
|
|
2013
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
Risk-free rate of return
|
1.41%
|
|
1.28%
|
|
1.04%
|
Expected volatility
|
37.22%
|
|
40.00%
|
|
40.80%
|
Expected term (in years)
|
5.8
|
|
5.8
|
|
5.8
|
Weighted average fair value of stock options granted
|
$6.96
|
|
$6.79
|
|
$5.90
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Number of stock options exercised
|
665,531
|
|
|
1,100,998
|
|
|
1,210,184
|
|
|||
Intrinsic value of stock options exercised
|
$
|
9,695
|
|
|
$
|
15,830
|
|
|
$
|
8,773
|
|
Cash received upon exercise of stock options
|
$
|
6,953
|
|
|
$
|
11,488
|
|
|
$
|
12,985
|
|
Income tax benefit
|
$
|
2,147
|
|
|
$
|
3,730
|
|
|
$
|
187
|
|
|
Stock Options
|
|||||
|
Shares
|
|
Weighted Average Fair Value
|
|||
Nonvested at January 1, 2015
|
988,338
|
|
|
$
|
4.02
|
|
Granted
|
195,017
|
|
|
$
|
6.96
|
|
Vested
|
(635,050
|
)
|
|
$
|
5.02
|
|
Forfeited
|
(44,565
|
)
|
|
$
|
6.77
|
|
Nonvested at December 31, 2015
|
503,740
|
|
|
$
|
6.92
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(2014 Stock Plan)
|
|
(2007 Stock Plan)
|
|||||
Restricted stock shares granted to the Board
|
16,601
|
|
|
17,102
|
|
|
10,480
|
|
RSUs granted to company employees
|
212,272
|
|
|
203,968
|
|
|
254,533
|
|
Total restricted stock awards granted
|
228,873
|
|
|
221,070
|
|
|
265,013
|
|
|
Restricted Stock Awards
|
|||||
|
Number of Awards
|
|
Weighted Average Fair Value
|
|||
Nonvested at January 1, 2015
|
374,309
|
|
|
$
|
19.95
|
|
Granted
|
228,873
|
|
|
$
|
24.43
|
|
Vested
(1)
|
(158,304
|
)
|
|
$
|
19.44
|
|
Forfeited
|
(26,597
|
)
|
|
$
|
21.69
|
|
Nonvested at December 31, 2015
(2)
|
418,281
|
|
|
$
|
22.54
|
|
(1)
|
Includes
19,024
shares of restricted stock previously issued to Board members, but that vested during 2015.
|
(2)
|
Includes
19,221
shares of restricted stock previously issued to Board members, but not yet vested as of December 31, 2015.
|
|
Performance Shares
|
|||||
|
Shares
|
|
Weighted Average Fair Value
|
|||
Nonvested at January 1, 2015
|
165,940
|
|
|
$
|
17.23
|
|
Granted
|
58,960
|
|
|
$
|
23.86
|
|
Vested
(1)
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(9,567
|
)
|
|
$
|
18.40
|
|
Nonvested at December 31, 2015
|
215,333
|
|
|
$
|
18.99
|
|
(1)
|
The performance period for the performance share awards granted in February 2013 ended on December 31, 2015. The Board will approve the final vesting of these awards subsequent to December 31, 2015, based on the results of the
three
-year performance period.
|
Transaction Date
|
|
Converted from Class B
|
|
Converted to
Class A |
||
May 30, 2014
|
|
(1,450,000
|
)
|
|
1,450,000
|
|
December 31, 2013
|
|
(53,298
|
)
|
|
53,298
|
|
|
|
|
December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Basic weighted average common shares outstanding
|
142,018
|
|
|
141,431
|
|
|
140,179
|
|
Dilutive effect of stock options
|
1,650
|
|
|
2,044
|
|
|
2,042
|
|
Diluted weighted average common shares outstanding
|
143,668
|
|
|
143,475
|
|
|
142,221
|
|
Anti-dilutive shares excluded from diluted earnings per share
(1)
|
354
|
|
|
162
|
|
|
174
|
|
(1)
|
Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of the Company's common shares during the period.
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
76,737
|
|
|
$
|
81,117
|
|
|
$
|
(224
|
)
|
State
|
8,826
|
|
|
8,861
|
|
|
5,143
|
|
|||
Foreign
|
8,783
|
|
|
4,107
|
|
|
1,530
|
|
|||
|
94,346
|
|
|
94,085
|
|
|
6,449
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
24,097
|
|
|
(4,189
|
)
|
|
85,512
|
|
|||
State
|
3,419
|
|
|
1,975
|
|
|
4,273
|
|
|||
Foreign
|
(2,653
|
)
|
|
(2,397
|
)
|
|
4,748
|
|
|||
|
$
|
24,863
|
|
|
(4,611
|
)
|
|
94,533
|
|
||
Income tax expense
|
$
|
119,209
|
|
|
$
|
89,474
|
|
|
$
|
100,982
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Computed "expected" tax expense
|
$
|
110,875
|
|
|
$
|
87,719
|
|
|
$
|
89,742
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
||||||
State income taxes, net of federal income tax benefit
|
8,745
|
|
|
6,866
|
|
|
6,912
|
|
|||
Central pre-affiliation earnings taxed as S-Corp
|
—
|
|
|
—
|
|
|
(4,986
|
)
|
|||
Foreign tax rate change in deferred items
|
—
|
|
|
—
|
|
|
5,023
|
|
|||
Other
|
(411
|
)
|
|
(5,111
|
)
|
|
4,291
|
|
|||
Income tax expense
|
$
|
119,209
|
|
|
$
|
89,474
|
|
|
$
|
100,982
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Self-insurance accruals
|
$
|
66,949
|
|
|
$
|
61,305
|
|
Allowance for doubtful accounts
|
11,448
|
|
|
9,561
|
|
||
Amortization of stock options
|
8,923
|
|
|
9,598
|
|
||
Other
|
18,352
|
|
|
25,239
|
|
||
Total deferred tax assets, net
|
105,672
|
|
|
105,703
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment, principally due to differences in depreciation
|
(434,802
|
)
|
|
(401,963
|
)
|
||
Prepaid taxes, licenses and permits deducted for tax purposes
|
(14,083
|
)
|
|
(13,170
|
)
|
||
Cancellation of debt
|
(5,622
|
)
|
|
(7,503
|
)
|
||
Intangible assets
|
(110,546
|
)
|
|
(115,115
|
)
|
||
Other
|
(4,451
|
)
|
|
(5,341
|
)
|
||
Total deferred tax liabilities
|
(569,504
|
)
|
|
(543,092
|
)
|
||
Net deferred tax liability
|
$
|
(463,832
|
)
|
|
$
|
(437,389
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits at beginning of year
|
$
|
1,739
|
|
|
$
|
2,385
|
|
|
$
|
2,385
|
|
Increases for tax positions taken prior to beginning of year
|
—
|
|
|
95
|
|
|
—
|
|
|||
Decreases for tax positions taken prior to beginning of year
|
—
|
|
|
(741
|
)
|
|
—
|
|
|||
Unrecognized tax benefits at end of year
|
$
|
1,739
|
|
|
$
|
1,739
|
|
|
$
|
2,385
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Provided by Swift
|
|
Received by Swift
|
|
Provided by Swift
|
|
Received by Swift
|
|
Provided by Swift
|
|
Received by Swift
|
||||||||||||
Freight Services:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Thermo King
(1)
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Central Freight Lines
(2)
|
237
|
|
|
25
|
|
|
25
|
|
|
24
|
|
|
15
|
|
|
47
|
|
||||||
SME Industries
(2)
|
978
|
|
|
—
|
|
|
185
|
|
|
—
|
|
|
99
|
|
|
—
|
|
||||||
Other Affiliates
(2)
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||||
Total
|
$
|
1,219
|
|
|
$
|
25
|
|
|
$
|
224
|
|
|
$
|
24
|
|
|
$
|
175
|
|
|
$
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Facility and Equipment Leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Thermo King
(1)
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Central Freight Lines
(2)
|
1,090
|
|
|
435
|
|
|
843
|
|
|
400
|
|
|
716
|
|
|
399
|
|
||||||
Other Affiliates
(2)
|
20
|
|
|
1
|
|
|
20
|
|
|
228
|
|
|
20
|
|
|
200
|
|
||||||
Total
|
$
|
1,122
|
|
|
$
|
436
|
|
|
$
|
863
|
|
|
$
|
628
|
|
|
$
|
736
|
|
|
$
|
599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Services:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Thermo King
(1)
|
$
|
1
|
|
|
$
|
518
|
|
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Central Freight Lines
(2)
|
142
|
|
|
—
|
|
|
388
|
|
|
—
|
|
|
1,000
|
|
|
—
|
|
||||||
Swift Aircraft Management
(2)
|
—
|
|
|
636
|
|
|
—
|
|
|
699
|
|
|
—
|
|
|
876
|
|
||||||
Other Affiliates
(2)
|
1
|
|
|
139
|
|
|
4
|
|
|
73
|
|
|
159
|
|
|
132
|
|
||||||
Total
|
$
|
144
|
|
|
$
|
1,293
|
|
|
$
|
392
|
|
|
$
|
956
|
|
|
$
|
1,159
|
|
|
$
|
1,008
|
|
(1)
|
Thermo King West, Inc. and Thermo King Chesapeake, Inc. are owned by William Riley III, a member of Swift's Board. Transactions associated with the Thermo King affiliated entities primarily consist of parts and equipment purchases by Swift. Swift also provided freight services, equipment leasing and other services to the Thermo King affiliated entities.
|
(2)
|
Transactions with Central Freight Lines ("Central Freight") and other companies controlled by and/or affiliated with Jerry Moyes, Swift's CEO and majority shareholder, include freight services, facility leases, equipment leases, and other services.
|
•
|
Freight Services Provided by Swift —
The rates the Company charges for freight services to each of these companies for transportation services are market rates, which are comparable to rates charged to third-party customers. These transportation services provided to affiliates provide the Company with an additional source of operating revenue at its normal freight rates.
|
•
|
Freight Services Received by Swift —
Transportation services received from Central Freight represent LTL freight services rendered to haul parts and equipment to Company shop locations. The rates paid to Central Freight for these loads are comparable to market rates charged by other unaffiliated LTL carriers.
|
•
|
Other Services Provided by Swift
—
Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services.
|
•
|
Other Services Received by Swift
—
Executive air transport, fuel storage, event fees, equipment purchases, miscellaneous repair services, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company.
|
|
As of December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Receivable
|
|
Payable
|
|
Receivable
|
|
Payable
|
||||||||
Central Freight Lines
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
93
|
|
|
$
|
1
|
|
Thermo King
|
4
|
|
|
46
|
|
|
—
|
|
|
23
|
|
||||
Other Affiliates
|
84
|
|
|
29
|
|
|
23
|
|
|
—
|
|
||||
Total
|
$
|
91
|
|
|
$
|
78
|
|
|
$
|
116
|
|
|
$
|
24
|
|
|
|
As of December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Carrying
Value |
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Restricted investments
(1)
|
$
|
23,215
|
|
|
$
|
23,190
|
|
|
$
|
24,510
|
|
|
$
|
24,502
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
2015 Agreement: New Term Loan A, due July 2020
(2)
|
669,750
|
|
|
669,750
|
|
|
—
|
|
|
—
|
|
||||
2014 Agreement: Old Term Loan A, due June 2019
(2)
|
—
|
|
|
—
|
|
|
500,000
|
|
|
500,000
|
|
||||
2014 Agreement: Term Loan B, due June 2021, net of $920 OID
(2)
|
—
|
|
|
—
|
|
|
396,080
|
|
|
390,436
|
|
||||
Accounts receivable securitization
|
225,000
|
|
|
225,000
|
|
|
334,000
|
|
|
334,000
|
|
||||
Revolving line of credit
(3)
|
200,000
|
|
|
200,000
|
|
|
57,000
|
|
|
57,000
|
|
(1)
|
Restricted investments are included in "Restricted investments, held to maturity, amortized cost."
|
(2)
|
The New Term Loan A, Old Term Loan A and Term Loan B are included in "Current portion of long-term debt" and "Long-term debt, less current portion."
|
(3)
|
The New Revolver (due July 2020) and Old Revolver (due June 2019) are included in "Revolving line of credit."
|
•
|
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.
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
Estimated
Fair Value |
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
6,109
|
|
|
$
|
—
|
|
|
$
|
6,109
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
Estimated Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
|
Total Losses
|
||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Note receivable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,480
|
)
|
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,308
|
)
|
|
|
Operating Revenues
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Truckload
|
$
|
2,204,114
|
|
|
$
|
2,301,010
|
|
|
$
|
2,313,035
|
|
Dedicated
|
927,657
|
|
|
892,078
|
|
|
738,929
|
|
|||
Swift Refrigerated
|
380,251
|
|
|
417,980
|
|
|
452,531
|
|
|||
Intermodal
|
390,572
|
|
|
401,577
|
|
|
376,075
|
|
|||
Subtotal
|
3,902,594
|
|
|
4,012,645
|
|
|
3,880,570
|
|
|||
Non-reportable segment
|
407,781
|
|
|
342,969
|
|
|
287,853
|
|
|||
Intersegment eliminations
|
(81,053
|
)
|
|
(56,890
|
)
|
|
(50,228
|
)
|
|||
Consolidated operating revenue
|
$
|
4,229,322
|
|
|
$
|
4,298,724
|
|
|
$
|
4,118,195
|
|
|
Operating Income
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Truckload
|
$
|
257,007
|
|
|
$
|
258,072
|
|
|
$
|
225,963
|
|
Dedicated
|
82,735
|
|
|
75,794
|
|
|
83,520
|
|
|||
Swift Refrigerated
|
17,080
|
|
|
14,035
|
|
|
17,682
|
|
|||
Intermodal
|
4,128
|
|
|
8,298
|
|
|
5,619
|
|
|||
Subtotal
|
360,950
|
|
|
356,199
|
|
|
332,784
|
|
|||
Non-reportable segment
|
9,154
|
|
|
13,871
|
|
|
24,175
|
|
|||
Consolidated operating income
|
$
|
370,104
|
|
|
$
|
370,070
|
|
|
$
|
356,959
|
|
|
Depreciation and Amortization of Property and Equipment
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Truckload
|
$
|
121,144
|
|
|
$
|
113,875
|
|
|
$
|
127,404
|
|
Dedicated
|
62,221
|
|
|
53,682
|
|
|
45,568
|
|
|||
Swift Refrigerated
|
16,160
|
|
|
12,510
|
|
|
13,926
|
|
|||
Intermodal
|
13,723
|
|
|
10,875
|
|
|
9,268
|
|
|||
Subtotal
|
213,248
|
|
|
190,942
|
|
|
196,166
|
|
|||
Non-reportable segment
|
38,487
|
|
|
30,180
|
|
|
29,842
|
|
|||
Consolidated depreciation and amortization of property and equipment
|
$
|
251,735
|
|
|
$
|
221,122
|
|
|
$
|
226,008
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
$
|
1,015,144
|
|
|
$
|
1,059,404
|
|
|
$
|
1,064,973
|
|
|
$
|
1,089,801
|
|
Operating income
|
75,000
|
|
|
98,476
|
|
|
74,921
|
|
|
121,707
|
|
||||
Net income
|
37,840
|
|
|
50,954
|
|
|
36,281
|
|
|
72,502
|
|
||||
Basic earnings per share
|
0.27
|
|
|
0.36
|
|
|
0.25
|
|
|
0.52
|
|
||||
Diluted earnings per share
|
0.26
|
|
|
0.35
|
|
|
0.25
|
|
|
0.51
|
|
||||
2014
|
|
|
|
|
|
|
|
||||||||
Operating revenue
|
$
|
1,008,446
|
|
|
$
|
1,075,898
|
|
|
$
|
1,074,880
|
|
|
$
|
1,139,500
|
|
Operating income
|
46,170
|
|
|
94,022
|
|
|
97,411
|
|
|
132,467
|
|
||||
Net income
|
12,305
|
|
|
40,198
|
|
|
50,158
|
|
|
58,491
|
|
||||
Basic earnings per share
|
0.09
|
|
|
0.28
|
|
|
0.35
|
|
|
0.41
|
|
||||
Diluted earnings per share
|
0.09
|
|
|
0.28
|
|
|
0.35
|
|
|
0.41
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with the authorization of management and directors of the Company; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
ITEM 9B.
|
OTHER INFORMATION
|
PART III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Plan Category:
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
3,838,646
|
|
|
$
|
12.66
|
|
|
6,651,518
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
3,838,646
|
|
|
$
|
12.66
|
|
|
6,651,518
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
PART IV
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
List of documents filed as a part of this Form 10-K:
|
(1)
|
See the Consolidated Financial Statements included in Item 8 hereof.
|
(2)
|
Financial Statement Schedules are omitted since the required information is not present or is not present in the amounts sufficient to require submission of a schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.
|
(b)
|
Exhibits
|
Exhibit Number
|
|
Description
|
|
Page or Method of Filing
|
2.1
|
|
Agreement or Plan of Merger by and between Swift Corporation and Swift Transportation Company
|
|
Incorporated by reference to Exhibit 2.1 of Form 10-K for the year ended December 31, 2010
|
2.2
|
|
Central Refrigerated Stock Purchase Agreement
|
|
Incorporated by Reference to Exhibit 2.1 of Form 8-K filed on August 6, 2013
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Swift Transportation Company
|
|
Incorporated by reference to Exhibit 3.1 of Form 10-K for the year ended December 31, 2010
|
3.2
|
|
Bylaws of Swift Transportation Company
|
|
Incorporated by reference to Exhibit 3.2 of Form 10-K for the year ended December 31, 2010
|
4.1
|
|
Specimen Class A Common Stock Certificate of Swift Transportation Company
|
|
Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to Registration Statement No. 333-168257 filed on November 30, 2010
|
10.1
|
|
Swift Holdings Corp. 2007 Omnibus Incentive Plan, effective October 10, 2007, as amended and restated on December 15, 2010 *
|
|
Incorporated by reference to Exhibit 10.5 of Form 10-K for the year ended December 31, 2010
|
10.2
|
|
Form of Option Award Notice *
|
|
Incorporated by reference to Exhibit 10.6 to Registration Statement No. 333-168257 filed on July 22, 2010
|
10.3
|
|
Swift Corporation Retirement Plan, effective January 1, 1992 *
|
|
Incorporated by reference to Exhibit 10.7 to Registration Statement No. 333-168257 filed on July 22, 2010
|
10.4
|
|
Swift Corporation Amended and Restated Deferred Compensation Plan *
|
|
Incorporated by reference to Exhibit 10.8 to Registration Statement No. 333-168257 filed on July 22, 2010
|
10.5
|
|
First Amendment to the Swift Corporation Deferred Compensation Plan *
|
|
Incorporated by reference to Exhibit 10.11 to Amendment No. 3 to Registration Statement No. 333-168257 filed on November 30, 2010
|
10.6
|
|
Swift Transportation Company 2012 Employee Stock Purchase Plan
|
|
Incorporated by reference to Exhibit 99.1 to Form S-8 Registration Statement No. 333-181201
|
10.7
|
|
Form of Restricted Unit Award Agreement *
|
|
Incorporated by reference to Exhibit 10.1 of Form 8-K filed on February 28, 2013
|
10.8
|
|
Form of Option Award Notice *
|
|
Incorporated by reference to Exhibit 10.2 of Form 8-K filed on February 28, 2013
|
10.9
|
|
Form of Performance Unit Award Agreement *
|
|
Incorporated by reference to Exhibit 10.3 of Form 8-K filed on February 28, 2013
|
10.10
|
|
Amended and Restated Receivables Purchase Agreement **
|
|
Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2013
|
10.11
|
|
Third Amended and Restated Credit Agreement **
|
|
Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2014
|
10.12
|
|
Swift Transportation Company 2014 Omnibus Incentive Plan *
|
|
Incorporated by reference to Appendix A to the Company's 2014 Proxy Statement, filed on April 4, 2014
|
10.13
|
|
Form of Restricted Stock Grant Award Notice - 2014 Omnibus Incentive Plan *
|
|
Filed herewith
|
10.14
|
|
Form of Restricted Stock Unit Award Notice - 2014 Omnibus Incentive Plan *
|
|
Filed herewith
|
10.15
|
|
Form of Non-qualified Stock Option Award Notice - 2014 Omnibus Incentive Plan *
|
|
Filed herewith
|
Exhibit Number
|
|
Description
|
|
Page or Method of Filing
|
10.16
|
|
Form of Performance Unit Award Notice - 2014 Omnibus Incentive Plan *
|
|
Filed herewith
|
10.17
|
|
Second Amendment to Amended and Restated Receivables Purchase Agreement **
|
|
Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2015
|
10.18
|
|
Third Amendment to Amended and Restated Receivables Purchase Agreement **
|
|
Filed herewith
|
10.19
|
|
First Amendment to Amended and Restated Receivables Purchase Agreement **
|
|
Filed herewith
|
10.20
|
|
Fourth Amended and Restated Credit Agreement **
|
|
Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2015
|
21.1
|
|
Subsidiaries of Swift Transportation Company
|
|
Filed herewith
|
23.1
|
|
Consent of KPMG LLP
|
|
Filed herewith
|
24.1
|
|
Powers of Attorney
|
|
See signature page
|
31.1
|
|
Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
31.2
|
|
Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
32.1
|
|
Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished herewith
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Filed herewith
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Filed herewith
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
Filed herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
Filed herewith
|
*
|
Management contract or compensatory plan, contract or arrangement.
|
**
|
Certain confidential information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934.
|
|
|
SWIFT TRANSPORTATION COMPANY
|
|
|
|
|
By:
|
/s/ Mickey R. Dragash
|
|
|
|
|
Mickey R. Dragash
|
|
|
|
|
Executive Vice President,
|
|
|
|
|
General Counsel and Corporate Secretary
|
|
Signature and Title
|
|
Date
|
|
Signature and Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Jerry Moyes
|
|
February 22, 2016
|
|
/s/ Richard H. Dozer
|
|
February 22, 2016
|
Jerry Moyes
|
|
|
|
Richard H. Dozer
|
|
|
Chief Executive Officer and Director
|
|
|
|
Chairman
|
|
|
(Principal executive officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Virginia Henkels
|
|
February 22, 2016
|
|
/s/ David Vander Ploeg
|
|
February 22, 2016
|
Virginia Henkels
|
|
|
|
David Vander Ploeg
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Director
|
|
|
(Principal financial officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Cary M. Flanagan
|
|
February 22, 2016
|
|
/s/ Glenn Brown
|
|
February 22, 2016
|
Cary M. Flanagan
|
|
|
|
Glenn Brown
|
|
|
Vice President and Corporate Controller
|
|
|
|
Director
|
|
|
(Principal accounting officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ José A. Cárdenas
|
|
February 22, 2016
|
|
|
|
|
José A. Cárdenas
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ William F. Riley, III
|
|
February 22, 2016
|
|
|
|
|
William F. Riley, III
|
|
|
|
|
|
|
Director
|
|
|
21688009.2
|
1
|
|
21688009.2
|
2
|
|
SWIFT TRANSPORTATION COMPANY
By:_________________________________
Print Name: __________________________
Its: ________________________________
|
GRANTEE
___________________________________
Signature
___________________________________
Print Name
|
21688009.2
|
3
|
|
19478502.6
|
1
|
|
19478502.6
|
2
|
|
19478502.6
|
3
|
|
SWIFT TRANSPORTATION COMPANY
By:__________________________________
Print Name: ___________________________
Its: _________________________________
|
GRANTEE
___________________________________
Signature
___________________________________
Print Name
|
19478502.6
|
4
|
|
Vesting Date
|
Number of Shares Subject to Vesting
|
Cumulative Percentage of Shares Subject to Vesting
|
First Anniversary of Grant Date
|
______________________
|
33 1/3%
|
Second Anniversary of Grant Date
|
______________________
|
66 2/3%
|
Third Anniversary of Grant Date
|
______________________
|
100%
|
19480675.4
|
1
|
|
19480675.4
|
2
|
|
19480675.4
|
3
|
|
SWIFT TRANSPORTATION COMPANY
By:__________________________________
Print Name: ___________________________
Its: _________________________________
|
OPTIONEE
___________________________________
Signature
___________________________________
Print Name
|
19480675.4
|
4
|
|
|
|
Percentage of Performance Units Earned
|
|||
Performance Criteria
|
Weighting
|
Threshold
|
Target
|
Stretch
|
Maximum
|
|
|
50%
|
100%
|
150%
|
200%
|
Adjusted Leverage Ratio
|
50%
|
2.52
|
2.27
|
2.02
|
1.82
|
Adjusted Return on Net Assets
|
50%
|
8.0%
|
8.6%
|
9.0%
|
9.5%
|
19472162.8
|
1
|
|
19472162.8
|
2
|
|
•
|
If the Company’s (i) Adjusted Leverage Ratio for the Performance Measurement Period is greater than the Threshold performance level and (ii) Adjusted Return on Net Assets for the Performance Period is less than the Threshold performance level, no Performance Units will be earned and all 1,000 Performance Units will be forfeited on the last day of the Performance Period.
|
•
|
If the Company’s Adjusted Leverage Ratio and Adjusted Return on Net Assets for the Performance Measurement Period are at the midpoint between the Threshold and Target performance levels (i.e., an Adjusted Leverage Ratio of 2.395 and Adjusted Return on Net Assets of 8.3%), 750 Performance Units will be earned and 250 Performance Units will be forfeited on the last day of the Performance Period. The 750 earned Performance Units will vest if the Grantee remains employed on the last day of the Performance Period.
|
•
|
If the Company’s (i) Adjusted Leverage Ratio for the Performance Measurement Period equals or is less than the Maximum performance level and (ii) Adjusted Return on Net Assets equals the Stretch performance level, 1,750 Performance Units will be earned on the last day of the Performance Period. The 1,750 earned Performance Units will vest if Grantee remains employed on the last day of the Performance Period.
|
19472162.8
|
3
|
|
19472162.8
|
4
|
|
19472162.8
|
5
|
|
SWIFT TRANSPORTATION COMPANY
By:__________________________________
Print Name: ___________________________
Its: _________________________________
|
GRANTEE
___________________________________
Signature
___________________________________
Print Name
|
19472162.8
|
6
|
|
23431316
|
1
|
|
23431316
|
2
|
|
23431316
|
3
|
|
23431316
|
4
|
|
23431316
|
5
|
|
23431316
|
6
|
|
23431316
|
7
|
|
23431316
|
8
|
|
23431316
|
9
|
|
23431316
|
10
|
|
23431316
|
11
|
|
23431316
|
12
|
|
23431316
|
13
|
|
|
S- 1
|
Third Amendment to Amended and Restated Receivables Purchase Agreement
|
|
S- 2
|
Third Amendment to Amended and Restated Receivables Purchase Agreement
|
|
S- 3
|
Third Amendment to Amended and Restated Receivables Purchase Agreement
|
|
S- 4
|
Third Amendment to Amended and Restated Receivables Purchase Agreement
|
|
S- 5
|
Third Amendment to Amended and Restated Receivables Purchase Agreement
|
|
S- 6
|
Third Amendment to Amended and Restated Receivables Purchase Agreement
|
|
1
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
2
|
|
Amount:
|
$8,016,666.70
|
Name of Bank:
|
PNC Bank, N.A.
|
Account Name:
|
PNC Bank, N.A.
|
ABA No.:
|
[*]
|
Account No.:
|
[*]
|
Reference:
|
Swift Receivables Company II, LLC
|
Attention:
|
Commercial Loan Department
|
Amount:
|
$4,983,333.30
|
Name of Bank:
|
Wells Fargo Bank, N.A.
|
ABA No.:
|
[*]
|
Account No.:
|
[*]
|
Reference:
|
RSG Swift Receivables Co II, LLC
|
Amount:
|
$52,000,0000.00
|
Name of Bank:
|
Citibank, N.A.
|
ABA No.:
|
[*]
|
Account Name:
|
CAFCO Redemption Account
|
Account No.:
|
[*]
|
Reference:
|
SWIFT Transportation
|
|
2
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
|
3
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
|
4
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
|
5
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
By:
|
/s/ Virginia Henkels
|
By:
|
/s/ Virginia Henkels
|
By:
|
/s/ Robyn A. Reeher
|
By:
|
/s/ Robyn A. Reeher
|
|
S- 1
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
By:
|
/s/ Robyn A. Reeher
|
By:
|
/s/ Elizabeth R. Wagner
|
|
S- 2
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
By:
|
/s/ Elizabeth R. Wagner
|
By:
|
/s/ Elizabeth R. Wagner
|
By:
|
/s/ Robyn A. Reeher
|
|
S- 3
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
By:
|
/s/ Steffen Lunde
|
By:
|
/s/ Steffen Lunde
|
By:
|
/s/ Steffen Lunde
|
By:
|
/s/ Steffen Lunde
|
By:
|
/s/ Steffen Lunde
|
|
S- 4
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
By:
|
/s/ Steffen Lunde
|
|
S- 5
|
First Amendment to Amended and Restated Receivables Purchase Agreement
|
BANK
|
LOCK-BOX
ADDRESS AND NO.
|
BANK ACCOUNT NO.
|
PNC Bank, National Association
|
[*]
|
[*]
|
PNC Bank, National Association
|
[*]
|
[*]
|
PNC Bank, National Association
|
[*]
|
[*]
|
PNC Bank, National Association
|
[*]
|
[*]
|
1.
|
Swift Transportation Co., LLC, a Delaware limited liability company
|
2.
|
Swift Transportation Co. of Arizona, LLC, a Delaware limited liability company
|
3.
|
Swift Leasing Co., LLC, a Delaware limited liability company
|
4.
|
Sparks Finance, LLC, a Delaware limited liability company
|
5.
|
Interstate Equipment Leasing, LLC, a Delaware limited liability company
|
6.
|
Common Market Equipment, LLC, a Delaware limited liability company
|
7.
|
Swift Transportation Co. of Virginia, LLC, a Delaware limited liability company
|
8.
|
Swift Transportation Services, LLC, a Delaware limited liability company
|
9.
|
M.S. Carriers, LLC, a Delaware limited liability company
|
10.
|
Swift Logistics, S.A. de C.V., a Mexican corporation
|
11.
|
Trans-Mex, Inc., S.A. de C.V., a Mexican corporation
|
12.
|
Mohave Transportation Insurance Co., Inc., an Arizona corporation
|
13.
|
Swift Intermodal, LLC, a Delaware limited liability company
|
14.
|
Swift International S.A. de C.V. Inc., a Mexican corporation
|
15.
|
Estrella Distributing, LLC, a Delaware limited liability company
|
16.
|
TMX Administración, S.A. de C.V. Inc., a Mexican corporation
|
17.
|
Swift Receivables Company II, LLC, a Delaware limited liability company
|
18.
|
Red Rock Risk Retention Group, Inc., an Arizona corporation
|
19.
|
Swift Academy LLC, a Delaware limited liability company
|
20.
|
Swift Services Holdings, Inc., a Delaware corporation
|
21.
|
Swift Logistics, LLC, a Delaware limited liability company
|
22.
|
Central Refrigerated Transportation, LLC, a Delaware limited liability company
|
23.
|
Swift Refrigerated Service, LLC, a Delaware limited liability company
|
24.
|
Central Leasing, LLC, a Delaware limited liability company
|
25.
|
Swift Transportation Canada Inc., a Canada corporation
|
|
|
|
|
Date:
|
February 22, 2016
|
|
|
|
|
|
|
|
|
|
/s/ Jerry Moyes
|
|
|
|
Jerry Moyes
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
February 22, 2016
|
|
|
|
|
|
|
|
|
|
/s/ Virginia Henkels
|
|
|
|
Virginia Henkels
|
|
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
SWIFT TRANSPORTATION COMPANY,
|
||
|
||
a Delaware corporation
|
||
|
|
|
By:
|
|
/s/ Jerry Moyes
|
|
|
Jerry Moyes
|
|
|
Chief Executive Officer
|
|
||
February 22, 2016
|
||
|
|
|
By:
|
|
/s/ Virginia Henkels
|
|
|
Virginia Henkels
|
|
|
Executive Vice President and Chief Financial Officer
|
|
||
February 22, 2016
|