SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~______________________________________________________________________~~_____________________________________________________________________

~~______________________________________________________________________~~

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

o (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso No ý

The number of outstanding shares of the registrant’s Class A common stock as of ~~October 31, 2014~~May 1, 2015 was ~~90,725,484~~91,382,832 and the number of outstanding shares of the registrant’s Class B common stock as of ~~October 31, 2014~~May 1, 2015 was 50,991,938.

~~Table of Contents~~

SWIFT TRANSPORTATION COMPANY

Consolidated Statements of Cash Flows (Unaudited) for the ~~Nine Month Periods~~Three Months Ended ~~September 30,~~March 31, 2015 and 2014 ~~and 2013~~

Table of Contents

SWIFT TRANSPORTATION COMPANY

~~ITEM 1: FINANCIAL STATEMENTS~~

~~Swift Transportation Company and Subsidiaries~~

~~Consolidated Balance Sheets~~GLOSSARY OF TERMS

September 30, 2014 December 31, 2013
(Unaudited)
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents $ 70,296
$ 59,178
Restricted cash 51,511
50,833
Restricted investments, held to maturity, amortized cost 25,091
25,814
Accounts receivable, net 454,188
418,436
Equipment sales receivable 878
368
Income tax refund receivable 5,340
23,704
Inventories and supplies 20,736
18,430
Assets held for sale 5,752
19,268
Prepaid taxes, licenses, insurance and other 58,647
63,958
Deferred income taxes 42,281
46,833
Current portion of notes receivable 9,144
7,210
Total current assets 743,864
734,032
Property and equipment, at cost:
Revenue and service equipment 1,983,177
1,942,423
Land 117,183
117,929
Facilities and improvements 267,484
248,724
Furniture and office equipment 62,739
61,396
Total property and equipment 2,430,583
2,370,472
Less: accumulated depreciation and amortization 946,640
922,665
Net property and equipment 1,483,943
1,447,807
Other assets 47,038
57,166
Intangible assets, net 304,136
316,747
Goodwill 253,256
253,256
Total assets $ 2,832,237
$ 2,809,008

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 165,734
$ 118,014
Accrued liabilities 120,018
110,745
Current portion of claims accruals 82,809
75,469
Current portion of long-term debt and obligations under capital leases 76,138
75,056
Fair value of guarantees —
366
Current portion of interest rate swaps 7,815
4,718
Total current liabilities 452,514
384,368
Revolving line of credit 82,000
17,000
Long-term debt and obligations under capital leases, less current portion 988,724
1,246,764
Claims accruals, less current portion 143,254
118,582
Fair value of interest rate swaps, less current portion —
7,050
Deferred income taxes 448,240
484,200
Securitization of accounts receivable 315,000
264,000
Other liabilities 21
3,457
Total liabilities 2,429,753
2,525,421
Contingencies (note 13)

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; 90,639,015 and 88,402,991 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively 906
883
Class B common stock, par value $0.01 per share; Authorized 250,000,000 shares; 50,991,938 and 52,441,938 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively 510
525
Additional paid-in capital 772,908
759,408
Accumulated deficit (368,508 ) (471,169 )
Accumulated other comprehensive loss (3,434 ) (6,162 )
Noncontrolling interest 102
102
Total stockholders’ equity 402,484
283,587
Total liabilities and stockholders’ equity $ 2,832,237
$ 2,809,008

~~See accompanying notes to consolidated financial statements.~~



The following glossary provides definitions for certain acronyms and terms used in this Quarterly Report on Form 10-Q. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document.

Term		Definition
Swift/the Company/Management/We/Us/Our		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.
2007 Transactions		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 ceased trading on NASDAQ.
2011 RSA		The Company's previous Receivables Sale Agreement, entered into in 2011, with unrelated financial entities
2013 Agreement		The Company's Second Amended and Restated Credit Agreement, replaced by the 2014 Agreement
2013 RSA		Second Amended and Restated Receivables Sale Agreement, entered into in 2013 by SRCII, with unrelated financial entities, "The Purchasers"
2014 Agreement		The Company's Third Amended and Restated Credit Agreement
AOCI		Accumulated Other Comprehensive Income (Loss)
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
Central		Central Refrigerated Transportation, LLC (formerly Central Refrigerated Transportation, Inc.)
COFC		Container on Flat Car
CSA		Compliance Safety Accountability
Deadhead		Tractor movement without hauling freight (unpaid miles driven)
DOE		United States Department of Energy
EBITDA		Earnings Before Interest, Taxes, Depreciation and Amortization
EPS		Earnings Per Share
FASB		Financial Accounting Standards Board
IEL		Interstate Equipment Leasing, LLC (formerly Interstate Equipment Leasing, Inc.)
IPO		Initial Public Offering
LIBOR		London InterBank Offered Rate
Moyes Affiliates		Jerry Moyes, The Jerry and Vickie Moyes Family Trust dated December 11, 1987, and various Moyes children’s trusts
NASDAQ		National Association of Securities Dealers Automated Quotations
NLRB		National Labor Relations Board
OID		Original Issue Discount
Revenue xFSR		Revenue, Excluding Fuel Surcharge Revenue
Revolver		Revolving line of credit
SEC		United States Securities and Exchange Commission
Senior Notes		The Company's previously outstanding senior secured second priority notes
SRCII		Swift Receivables Company II, LLC
The Purchasers		Unrelated financial entities in the 2013 RSA, which was entered into by SRCII
Term Loan A		The Company's first lien term loan A under the 2014 Agreement
Term Loan B		The Company's first lien term loan B under the 2014 Agreement
TOFC		Trailer on Flat Car
US-GAAP (or GAAP)		United States Generally Accepted Accounting Principles

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

~~Swift Transportation Company and Subsidiaries~~

~~Consolidated Statements of Income~~

Three Months Ended September 30, Nine Months Ended September 30,
2014 2013 2014 2013

(Unaudited)
(Amounts in thousands, except per share data)
Operating revenue $ 1,074,880
$ 1,032,127
$ 3,159,224
$ 3,042,806
Operating expenses:
Salaries, wages and employee benefits 240,005
220,156
707,464
670,493
Operating supplies and expenses 88,459
85,204
253,361
236,267
Fuel 149,099
160,561
458,798
489,563
Purchased transportation 328,112
318,321
987,530
918,594
Rental expense 59,655
46,262
167,509
129,881
Insurance and claims 37,673
35,110
113,442
100,245
Depreciation and amortization of property and equipment 54,369
58,254
165,335
170,004
Amortization of intangibles 4,204
4,204
12,611
12,611
Impairments 2,308
—
2,308
—
Gain on disposal of property and equipment (11,628 ) (5,619 ) (23,099 ) (13,610 )
Communication and utilities 7,321
6,679
22,207
19,145
Operating taxes and licenses 17,892
18,575
54,155
55,209
Total operating expenses 977,469
947,707
2,921,621
2,788,402
Operating income 97,411
84,420
237,603
254,404
Other expenses (income):
Interest expense 20,372
24,595
65,050
75,719
Derivative interest expense 1,756
1,465
5,027
2,559
Interest income (777 ) (604 ) (2,235 ) (1,741 )
Merger and acquisition expense —
4,331
—
4,331
Loss on debt extinguishment 2,854
496
12,757
5,540
Gain on sale of real property —
(798 ) —
(6,876 )
Other (842 ) (1,174 ) (2,416 ) (3,058 )
Total other expenses, net 23,363
28,311
78,183
76,474
Income before income taxes 74,048
56,109
159,420
177,930
Income tax expense 23,890
26,156
56,759
67,806
Net income $ 50,158
$ 29,953
$ 102,661
$ 110,124
Basic earnings per share $ 0.35
$ 0.21
$ 0.73
$ 0.79
Diluted earnings per share $ 0.35
$ 0.21
$ 0.72
$ 0.78
Shares used in per share calculations:
Basic 141,557
140,327
141,282
140,004
Diluted 143,322
142,315
143,338
141,942



PART I — FINANCIAL INFORMATION



ITEM 1.	FINANCIAL STATEMENTS



	March 31, 2015			December 31, 2014
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	68,736		$	105,132
Restricted cash	61,692			45,621
Restricted investments, held to maturity, amortized cost	18,286			24,510
Accounts receivable, net	452,757			478,999
Equipment sales receivable	689			288
Income tax refund receivable	4,233			18,455
Inventories and supplies	18,074			18,992
Assets held for sale	3,438			2,907
Prepaid taxes, licenses, insurance and other	48,874			51,441
Deferred income taxes	35,276			44,861
Current portion of notes receivable	8,730			9,202
Total current assets	720,785			800,408
Property and equipment, at cost:
Revenue and service equipment	2,120,927			2,061,835
Land	122,835			122,835
Facilities and improvements	273,567			268,025
Furniture and office equipment	68,927			67,740
Total property and equipment	2,586,256			2,520,435
Less: accumulated depreciation and amortization	1,017,060			978,305
Net property and equipment	1,569,196			1,542,130
Other assets	37,957			41,855
Intangible assets, net	295,729			299,933
Goodwill	253,256			253,256
Total assets	$	2,876,923		$	2,937,582

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	162,226		$	160,186
Accrued liabilities	110,947			100,329
Current portion of claims accruals	73,429			81,251
Current portion of long-term debt	32,581			31,445
Current portion of capital lease obligations	45,891			42,902
Fair value of interest rate swaps	4,233			6,109
Total current liabilities	429,307			422,222
Revolving line of credit	—			57,000
Long-term debt, less current portion	867,042			871,615
Capital lease obligations, less current portion	153,786			158,104
Claims accruals, less current portion	152,732			143,693
Deferred income taxes	465,419			480,640
Securitization of accounts receivable	294,000			334,000
Other liabilities	32			14
Total liabilities	2,362,318			2,467,288
Contingencies (Note 9)
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; 91,366,626 and 91,103,643 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively	914			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 March 31, 2015 and December 31, 2014	510			510
Additional paid-in capital	786,455			781,124
Accumulated deficit	(272,177		)	(310,017		)
Accumulated other comprehensive (loss) income	(1,199		)	(2,336		)
Noncontrolling interest	102			102
Total stockholders’ equity	514,605			470,294
Total liabilities and stockholders’ equity	$	2,876,923		$	2,937,582

See accompanying notes to consolidated financial statements.

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

See accompanying notes to consolidated financial statements.

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

~~Swift Transportation Company and Subsidiaries~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~Consolidated Statement of Stockholders’ Equity~~(UNAUDITED)

Stockholders’ Equity

(In thousands, except per share data)

See accompanying notes to consolidated financial statements.

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

Comprehensive (Loss) Income

Stockholders’ Equity

See accompanying notes to consolidated financial statements.

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

~~Consolidated Statements of Cash Flows — (continued)~~(UNAUDITED)

See accompanying notes to consolidated financial statements.

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

Note 1.1 — Introduction and Basis of Presentation

Certain acronyms and terms used throughout this Quarterly Report on Form 10-Q are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.

Description of Business

Swift ~~Transportation Company~~ is ~~the holding company for Swift Transportation Co., LLC (a Delaware limited liability company) and its subsidiaries (collectively, “Swift Transportation Co.”),~~ a ~~truckload carrier~~transportation solutions provider, headquartered in Phoenix, ~~Arizona, and Interstate Equipment Leasing, LLC (“IEL”) (all the foregoing being, collectively, “Swift” or the “Company”).~~

Arizona. As of ~~September 30, 2014~~,March 31, 2015, the ~~Company operated a national terminal network and a tractor~~Company's fleet of ~~approximately~~ ~~18,700 units~~ ~~comprised~~revenue equipment included 19,535 tractors (comprised of ~~13,700~~14,680 company tractors ~~driven by company drivers~~ and ~~5,000~~4,855 owner-operator ~~tractors~~tractors), ~~a fleet of~~ ~~60,300~~61,780 trailers, and ~~8,900~~9,150 intermodal ~~containers~~.containers. The Company’s four reportable ~~operating~~ segments are Truckload, Dedicated, Central Refrigerated and Intermodal.

In the truckload industry, results of operations generally show a seasonal pattern. As customers ramp up for the holiday season at year-end, the late third and fourth quarters have historically been the Company's strongest volume quarters. As customers reduce shipments after the winter holiday season, the first quarter has historically been a lower volume quarter than the other three quarters. In recent years, the macro consumer buying patterns combined with shippers’ supply chain management, which historically contributed to the fourth quarter “peak” season, continued to evolve. As a result, the Company's fourth quarter 2014, 2013 and 2012 volumes were more evenly disbursed throughout the quarter rather than peaking early in the quarter. In the eastern and mid-western United States, and to a lesser extent in the western United States, during the winter season the Company's equipment utilization typically declines and operating expenses generally increase, with fuel efficiency declining because of ~~2014,~~engine idling and severe weather sometimes creating higher accident frequency, increased claims, and more equipment repairs. Revenue may also be affected by holidays as a result of curtailed operations or vacation shutdowns, because the Company's revenue is directly related to available working days of shippers. From time to time, the Company ~~reorganized its reportable segments~~also suffers short-term impacts from severe weather and similar events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, and explosions that could add volatility to ~~reflect management’s revised reporting structure~~or harm the Company's results of ~~its lines~~operations.

Basis of ~~business following the integration of Central Refrigerated. In association~~Presentation

The consolidated financial statements and footnotes included in this Quarterly Report on Form 10-Q should be read in conjunction with the ~~operational reorganization, the operations of Central Refrigerated's Trailer on Flat Car ("TOFC") business are reported within the Company's Intermodal segment~~financial statements and ~~the operations of Central Refrigerated's logistics business, third-party leasing, and other services provided to owner-operators are reported~~footnotes included in the Company's ~~other non-reportable segment. All prior period historical results related to~~Annual Report on Form 10-K for the ~~above noted segment reorganization have been retrospectively recast.~~

year ended December 31, 2014. The consolidated financial statements include the accounts of Swift Transportation Company and its wholly-owned subsidiaries. In management's opinion, ~~the accompanying~~these financial statements were prepared in accordance with principles generally accepted in the United States ~~generally accepted accounting principles ("GAAP")~~and include all adjustments necessary for the fair presentation of the periods presented. ~~These interim financial~~

Changes in Presentation

Beginning in 2015, the Company separately presents excess tax benefits from stock-based compensation within "Net cash provided by operating activities" in the consolidated statements ~~should be read~~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 ~~conjunction with~~presentation has no net impact on “Net cash provided by operating activities."

Also beginning in 2015, the ~~Company’s annual financial~~Company presents gross amounts of its investment in securities activities as "Proceeds from maturities of investments" and "Purchases of investments" in the consolidated statements ~~for~~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."

Beginning in 2015, the ~~year ended~~ ~~December 31, 2013~~.Company has disaggregated "Operating revenue" in the consolidated income statements into the line items "Revenue, excluding fuel surcharge revenue" and "Fuel surcharge revenue." The change in presentation has no net impact on "Operating revenue."

Note ~~2. New~~2 — Recently Issued Accounting ~~Standard~~Pronouncements

In ~~May 2014,~~April 2015, FASB issued ASU 2015-03, Simplifying the ~~Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09,~~ ~~Revenue from Contracts with Customers~~Presentation of Debt Issuance Costs, which ~~established Accounting Standards Codification ("ASC") Topic 606.~~amends ASC Subtopic 835-30, Interest — Imputation of Interest. The ~~new revenue recognition standard eliminates all industry-specific guidance~~amendments in this ASU simplify the presentation of debt issuance costs and ~~provides~~align the presentation with debt discounts. Entities will be required to present debt issuance costs as a ~~five-step analysis of transactions to determine when and how revenue is recognized. The premise~~direct deduction from the face amount of the related note, rather than as a deferred charge. Upon adoption, the amended guidance ~~is that~~will affect Swift's classification of debt issuance costs, which are currently classified in "Other assets" in the consolidated balance sheets. The reclassification of debt

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

issuance costs will effectively decrease "Other assets" and correspondingly decrease the respective long-term debt balances. The amendments in this ASU require retrospective application, with related disclosures for a ~~company should recognize revenue to depict~~change in accounting principle. Upon adoption, the ~~transfer~~Company will comply with these disclosure requirements by providing the nature and reason for the change, the transition method, a description of ~~promised goods or services to customers in an amount that reflects~~ the ~~consideration to which~~adjusted prior period information and the ~~company expects to be entitled in exchange for those goods or services. The~~effect of the change on the financial statement line items. For public business entities, the amendments in this ASU will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years. Early adoption is permitted; however, the Company expects to adopt this guidance at the beginning ~~January 1, 2017,~~of 2016.

In February 2015, FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which amends ASC Topic 810, Consolidation, by changing the analysis that reporting entities are required to perform to determine whether certain types of legal entities should be consolidated. The amendments in this ASU focus on limited partnerships and similar legal entities (such as limited liability companies); however, all legal entities are subject to reevaluation under the revised consolidation model. The revised consolidation model modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, and eliminates the presumption that a general partner should consolidate a limited partnership. It also affects the consolidation analysis of reporting entities that are involved with variable interest entities, especially those that have fee arrangements and related-party relationships. The amendments in the ASU also affect certain investment funds. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years. Early adoption is permitted. Entities may ~~be applied retrospectively~~use a retrospective approach, or a modified retrospective approach by recording a cumulative-effect adjustment to ~~each period presented, or as a cumulative effect adjustment~~equity as of the ~~date~~beginning of the year of adoption. ~~Early adoption is not permitted.~~ The Company is currently evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.

Note ~~3. Income Taxes~~

The effective tax rate for the three months ended September 30, 2014 was 32.3%, which was 6.2 percentage points lower than expected primarily due to certain federal income tax credits realized as a discrete item in the third quarter of 2014. The effective tax rate for the nine months ended September 30, 2014 was 35.6%, which was 2.9 percentage points lower than expected primarily due to the federal income tax credits mentioned above. Excluding the impact of the discrete item in the third quarter of 2014, the effective tax rate for the nine months ended September 30, 2014 would have been 38.5%.

The effective tax rate for the three months ended September 30, 2013 was 46.6%, which was 8.1 percentage points higher than expected primarily due to Central Refrigerated acquisition related costs and deferred taxes for Central Refrigerated's conversion to a C-Corporation, as well as fixed asset basis differences and state taxes, which were all discrete items in the third quarter of 2013. The effective tax rate for the nine months ended September 30, 2013 was 38.1%, which was 0.4 percentage points lower than expected primarily due to Central Refrigerated’s pre-affiliated earnings that were taxed as an S-corporation prior to Swift’s acquisition and offset by the acquisition related costs and deferred tax items mentioned above.

~~The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties as of~~ ~~September 30, 2014~~ ~~were approximately~~ ~~$1.2 million~~. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company does not anticipate a decrease of unrecognized tax benefits during the next twelve months.

~~Certain of the Company’s subsidiaries are currently under examination by the Internal Revenue Service and various state jurisdictions for tax years ranging from~~ ~~2008 through 2012. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Tax years 2009 through~~ ~~2013~~ ~~remain subject to examination.~~

~~Table of Contents~~

~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

~~Note 4.~~3 — Restricted Investments

The following table presents the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company’s restricted investments as of ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014 (in thousands):

As of ~~September 30, 2014,~~March 31, 2015, the contractual maturities of the restricted investments were one year or less. There were 1311 securities and 1524 securities that were in an unrealized loss position for less than twelve months as of ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013,~~2014, respectively.

The Company periodically evaluates restricted investments for impairment. The assessment of whether impairments have occurred is based on management’s case-by-case evaluation of the underlying reasons for the decline in estimated fair value.

~~The Company accounts for other-than-temporary impairments of debt securities using the provisions of ASC Topic 320,~~ ~~Investments – Debt and Equity Securities,~~ related to the recognition of other-than-temporary impairments of debt securities. This guidance requires the Company to evaluate whether it intends to sell an impaired debt security or whether it is more likely than not that it will be required to sell an impaired debt security before recovery of the amortized cost basis. If either of these criteria is met, an impairment equal to the difference between the debt security’s amortized cost and its estimated fair value is recognized in earnings.

For impaired debt securities that do not meet this criteria, the Company determines if an other-than-temporary credit loss exists with respect to the impaired security. If a credit loss exists, the credit loss component of the impairment (i.e., the difference between the security’s amortized cost and the present value of projected future cash flows expected to be collected) is recognized in earnings and the remaining portion of the impairment is recognized as a component of accumulated other comprehensive income ("AOCI"). The Company did not recognize any impairment losses for the three ~~and nine~~ months ended ~~September 30, 2014~~March 31, 2015 or 2014.

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 4 — Goodwill and ~~2013, respectively.~~

~~Note 5.~~Other Intangible Assets

There were no goodwill impairments recorded during the three months ended March 31, 2015 or 2014. Intangible assets as of ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014 were as follows (in thousands):

For all periods ending on or after December 31, 2007, amortization of intangibles consists primarily of amortization of $261.2 million gross carrying value of definite-lived intangible assets recognized under purchase accounting in connection with Swift Transportation Co.’s 2007 going private transaction. Intangible assets acquired as a result of the 2007 going private transaction include a trade name, customer relationships, and owner-operator relationships. Amortization of the customer relationship acquired in the going private transaction is calculated on the 150% declining balance method over the estimated useful life of 15 years. The customer relationship contributed to the Company at May 9, 2007 is amortized using the straight-line method over 15 years. The trade name has an indefinite useful life and is not amortized, but rather is tested for impairment at least annually, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value.

~~Table of Contents~~

~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

The following table presents amortization of intangibles for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2015 and 2014, ~~and 2013,~~ related to intangible assets recognized in conjunction with the 2007 going private transaction and the previous intangible assets existing prior to the 2007 going private transaction (in thousands):

Note ~~6. Assets Held~~5 — Accounts Receivable Securitization

In June 2013, SRCII entered into the 2013 RSA with the Purchasers to replace the Company's prior 2011 RSA, and to sell, on a revolving basis, undivided interests in the Company’s accounts receivable. Pursuant to the 2013 RSA, the Company’s receivable originator subsidiaries sell all of their eligible accounts receivable to SRCII, which in turn sells a variable percentage ownership interest in its accounts receivable to the Purchasers. On September 26, 2014, the Company exercised an accordion option, increasing the maximum borrowing capacity on the 2013 RSA from $325.0 million to $375.0 million. The Company entered into an amendment to the 2013 RSA, effective March 31, 2015, to clarify when the Company’s consent is required in conjunction with a Purchaser’s sale or assignment of any portion of its purchased interest in the receivables and to amend certain of the performance ratios to provide increased flexibility to the Company in managing its receivables.

The facility qualifies for ~~Sale~~treatment as a secured borrowing under ASC Topic 860, Transfers and Servicing. As such, outstanding amounts are classified as liabilities on the Company’s consolidated balance sheets in "Securitization of accounts receivable."

~~Assets held for sale as~~As of ~~September 30, 2014~~March 31, 2015 and December 31, 2014, interest accrues on the aggregate principal balance at a rate of 0.8% and 0.8%, respectively. Program fees and unused commitment fees are recorded in interest expense in the Company's consolidated income statements. The Company incurred program fees of $1.0 million and $0.8 million, during the three months ended March 31, 2015 and 2014, respectively.

The 2013 ~~were as follows (in thousands):~~

September 30, 2014 December 31, 2013
Land and facilities $ 1,904
$ 14,627
Revenue equipment 3,848
4,641
Assets held for sale $ 5,752
$ 19,268

~~As of September 30, 2014~~RSA is subject to customary fees and ~~December 31, 2013, assets~~contains various customary affirmative and negative covenants, representations and warranties, and default and termination provisions. Collections on the underlying receivables by the Company are held for ~~sale~~the benefit of SRCII and the Purchasers in the facility and are ~~carried at the lower~~unavailable to satisfy claims of ~~depreciated cost or estimated fair value less expected selling costs. The Company expects to sell these assets within the next twelve months.~~

~~During the nine months ended September 30, 2014,~~ the Company ~~sold four operating properties classified as held for sale with a carrying value~~and its subsidiaries.

Note 7.6 — Debt and Financing ~~Transactions~~

Other than the Company’s accounts receivable securitization, as discussed in Note 8,5, and its outstanding capital lease obligations as discussed in Note 9,7, the ~~Company had~~Company's long-term debt ~~outstanding as~~consisted of ~~September 30,~~the following (in thousands):

Revolving line of credit ⁽¹⁾

The Company entered into the 2014 Agreement on June 9, 2014, which included a delayed-draw first lien Term Loan A tranche, a first lien Term Loan B tranche, and ~~December 31, 2013 as follows (in~~a revolving credit line. The following table presents the key terms of the 2014 Agreement (dollars in thousands):

September 30, 2014 December 31, 2013
Senior secured first lien term loan A tranche due June 2019 $ 50,000
$ —
Senior secured first lien term loan B tranche due June 2021, net of $956 OID as of September 30, 2014 397,044
—
Senior secured first lien term loan B-1 tranche due December 2016 —
229,000
Senior secured first lien term loan B-2 tranche due December 2017 —
410,000
Senior secured second priority notes due November 15, 2018, net of $4,480 and $6,175 OID as of September 30, 2014 and December 31, 2013, respectively 423,596
493,825
Other 8,319
17,480
Total 878,959
1,150,305
Less: current portion 26,833
11,387
Long-term debt $ 852,126
$ 1,138,918



Description	Term Loan A	Term Loan B	Revolver ⁽²⁾
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%	2.75%	1.50%
Interest rate maximum margin⁽¹⁾	2.25%	3.00%	2.25%
Minimum principal payment - amount ⁽³⁾	$5,625	$1,000	$—
Minimum principal payment - frequency	Quarterly	Quarterly	Once
Minimum principal payment - commencement date ⁽³⁾	March 31, 2015	June 30, 2014	June 30, 2019

The ~~credit facility~~Revolver and ~~senior notes are secured by substantially all~~Term Loan A of the assets of the Company and are guaranteed by Swift Transportation Company, IEL, Central Refrigerated Transportation, Inc. and its subsidiaries, and Swift Transportation Company's domestic subsidiaries other than its captive insurance subsidiaries, driver training academy subsidiary, and its bankruptcy-remote special purpose subsidiary. Deferred loan costs, reported in Other assets in the Company's consolidated balance sheets, were $12.5 million and $8.9 million, as of September 30, 2014 and December 31, 2013, respectively.

~~Senior Secured Credit Facility~~

On June 9, 2014, the Company entered into a Third Amended and Restated Credit Agreement (the “2014 Agreement”) replacing its previous Second Amended and Restated Credit Agreement dated March 7, 2013 (the “2013 Agreement”). The 2014 Agreement includes: (i) a $450.0 million revolving credit facility with a maturity date of June 2019, (ii) a $500.0 million delayed draw term loan A with a maturity date of June 2019, and (iii) a $400.0 million term loan B with a maturity date of June 2021.

The term loan A requires quarterly minimum principal payments of $5.6 million commencing March 31, 2015 through December 31, 2016 and increasing to $11.3 million beginning March 31, 2017 through March 31, 2019, with the remaining outstanding principal balance on June 9, 2019. The term loan B requires quarterly principal payments of $1.0 million that commenced June 30, 2014 with the remaining outstanding principal balance due on June 9, 2021.

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~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

Pursuant to the 2014 Agreement, the interest rate applicable to the term loan A equals the London InterBank Offered Rate ("LIBOR") plus a 2.00% margin with no LIBOR floor. Commencing the quarter ended September 30, 2014, the applicable LIBOR margin for the term loan A will range from 1.50% to 2.25% as determined by the Company’s consolidated leverage ratio as defined in the 2014 Agreement. The term loan B under the 2014 Agreement accrues interest at LIBOR plus a 3.00% margin with a 0.75% LIBOR floor. After December 31, 2014, the applicable LIBOR margin for the term loan B will range from 2.75% to 3.00% as determined by the Company’s consolidated leverage ratio. As of September 30, 2014, interest accrues at 2.15% and 3.75% on the Company’s first lien term loan A and B tranches, respectively.

In addition to the pricing attributes described above, the 2014 Agreement increased the availability pursuant to the accordion feature from $350.0 million under the 2013 Agreement to $500.0 million, subject to the satisfaction of certain conditions and the participation of lenders.

As of September 30, 2014, the Company had $82.0 million of outstanding borrowings under the $450.0 million revolving line of credit pursuant to the 2014 Agreement. Additionally, the Company had outstanding letters of credit under this facility primarily for workers’ compensation and self-insurance liability purposes totaling $106.8 million, leaving $261.2 million available under the revolving line of credit. Under the 2014 Agreement, the interest rate spread on the revolving credit facility ranges from 1.50% to 2.25% for LIBOR-based borrowings and letters of credit and 0.50% to 1.25% for Base Rate borrowings, depending on the Company’s consolidated leverage ratio. Additionally, the commitment fee for the unused portion of the revolving credit facility ranges from 0.25% to 0.35%, depending on the Company’s consolidated leverage ratio. As of September 30, 2014, interest accrues at 2.15%, 2.00% and 0.30% on the outstanding borrowings, letters of credit and unused portion, respectively, on the revolving line of credit.

~~The 2014 Agreement, specifically the revolving credit facility and the term loan A tranche,~~ contain certain financial covenants with respect to a maximum leverage ratio and a minimum consolidated interest coverage ratio. The 2014 Agreement ~~removed any financial covenants related to the term loan B tranche. Further, the 2014 Agreement removed the maximum capital expenditures covenant and also~~ provides ~~for improved~~ flexibility regarding the use of proceeds from asset sales, payment of dividends, stock buybacks, and equipment financing. In addition to the financial covenants, the 2014 Agreement includes customary events of default, including a change in control default and certain affirmative and negative covenants, including, but not limited to, restrictions, subject to certain exceptions, on incremental indebtedness, asset sales, certain restricted payments (including dividends), certain incremental investments or advances, transactions with affiliates, engaging in additional business activities, and prepayments of certain other indebtedness.

~~The 2014 Agreement replaced the Company’s previous first lien term loan B-1 tranche maturing December 2016 and B-2 tranche maturing December 2017~~

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Borrowings under the ~~2013 Agreement with then-outstanding principal balances at closing~~credit facility are secured by substantially all of ~~$229.0~~the assets of the Company and are guaranteed by Swift Transportation Company, IEL, Central Refrigerated Transportation, LLC and its subsidiaries, Swift Transportation Co., LLC and its domestic subsidiaries other than its captive insurance subsidiaries, driver academy subsidiary, and its bankruptcy-remote special purpose subsidiary.

Deferred Loan Costs and Loss on Debt Extinguishment

Deferred loan costs, reported in "Other assets" in the Company's consolidated balance sheets, were $9.7 million and ~~$371.0~~$10.4 million, as of March 31, 2015 and December 31, 2014, respectively. ~~The previous first lien term loan accrued interest at LIBOR plus~~

For the three months ended March 31, 2015, the Company did not incur any loss on debt extinguishment. For the three months ended March 31, 2014, the Company incurred a 2.75% margin for the B-1 tranche, and LIBOR plus a 3.00% margin with a 1.00% LIBOR floor, for the B-2 tranche. Additionally, the 2014 Agreement replaced the Company’s previous revolving credit facility maturing September 2016. The interest rate spread on the previous revolving credit facility ranged from 3.00% to 3.25% for LIBOR-based borrowings and letters of credit and 2.00% to 2.25% for Base Rate borrowings, depending on the Company’s consolidated leverage ratio. Additionally, the commitment fee for the unused portion of the previous revolving credit facility ranged from 0.25% to 0.50%, depending upon the Company’s consolidated leverage ratio. The replacement of the 2013 Agreement resulted in a$2.9 million loss on debt extinguishment ~~of $5.2 million for the nine months ended September 30, 2014, representing the write-off of deferred financing fees associated with the 2013 Agreement.~~

~~Senior Secured Second Priority Notes~~

In December 2010, Swift Services Holdings, Inc., a wholly owned subsidiary, completed a private placement of senior secured second priority notes totaling $500.0 million face value which mature in November 2018 and bear interest at 10.00% (the “senior notes”). The Company received proceeds of $490.0 million, net of a $10.0 million original issue discount. In the first nine months of 2014, the Company used cash on hand to repurchase $71.9 million in principal of these notes, as transacted on the open market, and averaging 109.05% of the face value. The Company paid total proceeds of $80.5 million, which included the principal amount, the premium and the accrued interest. The premium and the related write-off of the unamortized original issue discount resulted in a loss on debt extinguishment of $2.9 million and $7.6 million for the three and nine months ended September 30, 2014, respectively. Subsequent to September 30, 2014, the Company issued a notice of redemption to the ~~holders of the remaining senior secured second priority notes notifying them~~Company's repurchase of its intention to redeem the remaining senior secured second priority notes in full on November 15, 2014, at a price of 105.00% of face value, plus accrued and unpaid interest, pursuant to the terms of the indenture governing the notes. The Company anticipates utilizing the remainder of the delayed draw first lien Term loan A under the 2014 Agreement to fund the majority of the redemption costs.

~~Note 8. Accounts Receivable Securitization~~

In June 2013, Swift Receivables Company II, LLC, a Delaware limited liability company (“SRCII”), a wholly-owned bankruptcy-remote special purpose subsidiary, entered into an Amended and Restated Receivables Sale Agreement (the “2013 RSA”) with unrelated financial entities (the “Purchasers”) to sell, on a revolving basis, undivided interests in the Company’s accounts receivable. Pursuant to the 2013 RSA, the Company’s receivable originator subsidiaries will sell all of their eligible accounts receivable to SRCII, which in turn sells a variable percentage ownership interest in its accounts receivable to the Purchasers. The 2013 RSA provides for up to ~~$375.0 million~~ ~~in borrowing capacity, increasing from $325.0 million after the Company exercised the accordion feature on September 26, 2014. The 2013 RSA terminates on~~ ~~July 13, 2016~~ and is subject to customary fees and contains various customary affirmative and negative covenants, representations and warranties, and default and termination provisions. Outstanding balances under the 2013 RSA accrue program fees, generally at ~~commercial paper rates plus 95 basis points. Unused capacity of the 2013 RSA is subject to an unused commitment fee of~~ ~~35 basis points~~. Pursuant to the 2013 RSA, the Company's collections on the underlying receivables are not available to satisfy claims of the Company and its subsidiaries, and are held for the benefit of SRCII and the Purchasers. The facility qualifies for treatment as a secured borrowing under ASC Topic 860, ~~Transfers and Servicing,~~ ~~and as such, outstanding amounts are carried on the Company’s consolidated balance sheets as a liability.~~

~~For the three and nine months ended September 30, 2014, the Company incurred program fees of~~ ~~$0.9 million~~ and $2.5 million, respectively, associated with the 2013 RSA which were recorded in interest expense in the Company's consolidated statements of income. For the three and nine months ended September 30, 2013, the Company incurred program fees of $0.8 million and $2.3 million, respectively, primarily associated

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~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

~~with the prior accounts receivable facility. As of~~ ~~September 30, 2014, the outstanding borrowing under the 2013 RSA was~~ ~~$315.0 million~~ ~~against a total available borrowing base of~~ ~~$336.8 million, leaving~~ ~~$21.8 million~~ ~~available. As of~~ ~~December 31, 2013, the outstanding borrowing under the 2013 RSA was~~ ~~$264.0 million~~ ~~against a total available borrowing base of~~ ~~$300.8 million~~.Senior Notes.

Note ~~9. Capital~~7 — Leases

The Company ~~leases certain~~finances a portion of its revenue equipment under capital and operating leases and certain terminals under operating leases.

Capital - The Company’s capital leases are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. ~~The~~If the Company does not receive proceeds of the contracted residual value from the manufacturer, the Company is still obligated to ~~pay~~make the balloon ~~payments~~payment at the end of the ~~leased term whether or not it receives the proceeds of the contracted residual values from the respective manufacturers.~~lease term. Certain leases contain renewal or fixed price purchase options. ~~As of~~ ~~September 30, 2014~~ ~~and~~ ~~December 31, 2013, the~~The present value of obligations under capital leases ~~totaled $185.9 million~~is included under "Current portion of capital lease obligations" and ~~$171.5 million,~~"Capital lease obligations, less current portion" in the consolidated balance sheets. As of ~~which~~March 31, 2015, the ~~current portion was $49.3 million and $63.7 million, respectively. The~~ leases ~~are~~were collateralized by revenue equipment with a cost of ~~$298.3~~$266.7 million and accumulated amortization of ~~$71.8~~$71.6 million. As of December 31, 2014, the leases were collateralized by revenue equipment with a cost of $270.6 million asand accumulated amortization of ~~September 30, 2014. The amortization~~$68.0 million. Amortization of the equipment under capital leases is included in ~~depreciation~~"Depreciation and amortization ~~expense~~of property and equipment" in the Company’s consolidated ~~statements of income.~~income statements.

Operating - Rent expense related to operating leases was $62.0 million and $51.7 million for the three months ended March 31, 2015 and 2014, respectively.

Note ~~10.~~8 — Purchase Commitments

As of March 31, 2015, the Company had commitments outstanding to acquire revenue equipment for the remainder of 2015 for approximately $705.5 million ($569.4 million of which were tractor commitments) and in 2016 to 2017 for approximately $380.5 million (all of which were tractor commitments). The Company generally has the option to cancel tractor purchase orders with 60 to 90 days notice prior to the scheduled production, although the notice period has lapsed for approximately 31.3% of the tractor commitments outstanding as of March 31, 2015. These purchases are expected to be financed by the combination of operating leases, capital leases, debt, proceeds from sales of existing equipment and cash flows from operations.

As of March 31, 2015, the Company had outstanding purchase commitments of approximately $8.6 million for facilities and non-revenue equipment. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

Note 9 — Contingencies

The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers' compensation, auto collision and liability, and physical damage and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on the Company. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold.

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factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

Arizona Owner-operator Class Action Litigation

On January 30, 2004, a class action lawsuit was filed by Leonel Garza on behalf of himself and all similarly situated persons against Swift Transportation: Garza v. Swift Transportation Co., Inc., Case No. CV7-472 ("the Garza Complaint"). The putative class originally involved certain owner-operators who contracted with the Company under a 2001 Contractor Agreement that was in place for one year. The putative class is alleging that the Company should have reimbursed owner-operators for actual miles driven rather than the contracted and industry standard remuneration based upon dispatched miles. The trial court denied plaintiff’s petition for class certification, the plaintiff appealed and on August 6, 2008, the Arizona Court of Appeals issued an unpublished Memorandum Decision reversing the trial court’s denial of class certification and remanding the case back to the trial court. On November 14, 2008, the Company filed a petition for review to the Arizona Supreme Court regarding the issue of class certification as a consequence of the denial of the Motion for Reconsideration by the Court of Appeals. On March 17, 2009, the Arizona Supreme Court granted the Company’s petition for review, and on July 31, 2009, the Arizona Supreme Court vacated the decision of the Court of Appeals opining that the Court of Appeals lacked automatic appellate jurisdiction to reverse the trial court’s original denial of class certification and remanded the matter back to the trial court for further evaluation and determination. Thereafter, the plaintiff renewed the motion for class certification and expanded it to include all persons who were employed by Swift as employee drivers or who contracted with Swift as owner-operators on or after January 30, 1998, in each case who were compensated by reference to miles driven. On November 4, 2010, the Maricopa County trial court entered an order certifying a class of owner-operators and expanding the class to include employees. Upon certification, the Company filed a motion to compel arbitration, as well as filing numerous motions in the trial court urging dismissal on several other grounds including, but not limited to the lack of an employee as a class representative, and because the named owner-operator class representative only contracted with the Company for a three-month period under a one-year contract that no longer exists. In addition to these trial court motions, the Company also filed a petition for special action with the Arizona Court of Appeals, arguing that the trial court erred in certifying the class because the trial court relied upon the Court of Appeals ruling that was previously overturned by the Arizona Supreme Court. On April 7, 2011, the Arizona Court of Appeals declined jurisdiction to hear this petition for special action and the Company filed a petition for review to the Arizona Supreme Court. On August 31, 2011, the Arizona Supreme Court declined to review the decision of the Arizona Court of Appeals. In April 2012, the trial court issued the following rulings with respect to certain motions filed by Swift: (1) denied Swift’s motion to compel arbitration; (2) denied Swift’s request to decertify the class; (3) granted Swift’s motion that there is no breach of contract; and (4) granted Swift’s motion to limit class size based on statute of limitations. On November 13, 2014, the court denied plaintiff's motion to add new class representatives for the employee class and therefore the employee class remains without a plaintiff class representative. On March 18, 2015, the court denied Swift's two motions for summary judgment 1) to dismiss any claims related to the employee class since there is no class representative; and 2) to dismiss plaintiff's claim of breach of a duty of good faith and fair dealing. Swift filed a motion to decertify the entire class which remains pending before the court. The matter is scheduled for trial in October 2015. The Company intends to continue to pursue all available appellate relief supported by the record, which the Company believes demonstrates that the class is improperly certified and, further, that the claims raised have no merit. The Company retains all of its defenses against liability and damages. The final disposition of this case and the impact of such final disposition cannot be determined at this time.

Ninth Circuit Owner-operator Misclassification Class Action Litigation

On December 22, 2009, a class action lawsuit was filed against Swift Transportation and IEL: Virginia VanDusen, John Doe 1 and Joseph Sheer, individually and on behalf of all other similarly situated persons v. Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew, Case No. 9-CIV-10376 filed in the United States District Court for the Southern District of New York ("the Sheer Complaint"). The putative class involves owner-operators alleging that Swift Transportation misclassified owner-operators as independent contractors in violation of the federal Fair Labor Standards Act ("FLSA"), and various New York and California state laws and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL. At present, in addition to the named plaintiffs, approximately 200 other current or former owner-operators have joined this lawsuit. Upon Swift’s motion, the matter has been transferred from the United States District Court for the Southern District of New York to the United States District Court in Arizona. On May 10, 2010, the plaintiffs filed a motion to conditionally certify an FLSA collective action and authorize notice to the potential class members. On September 23, 2010, plaintiffs filed a motion for a preliminary injunction seeking to enjoin Swift and IEL from collecting payments from plaintiffs who are in default under their lease agreements and related relief. On September 30, 2010, the District Court granted Swift’s motion to compel arbitration and ordered that the class action be stayed pending the outcome of arbitration. The District Court further denied plaintiff’s motion for preliminary injunction and motion for conditional class certification. The District Court also denied plaintiff’s request to arbitrate the matter as a class.

The plaintiff filed a petition for a writ of mandamus to the Ninth Circuit Court of Appeals asking that the District Court’s September 30, 2010 order be vacated. On July 27, 2011, the Ninth Circuit Court of Appeals denied the plaintiff’s petition for writ of mandamus and thereafter the District Court denied plaintiff’s motion for reconsideration and certified its September 30, 2010 order. The plaintiffs

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filed an interlocutory appeal to the Ninth Circuit Court of Appeals to overturn the District Court’s September 30, 2010 order to compel arbitration, alleging that the agreement to arbitrate is exempt from arbitration under Section 1 of the Federal Arbitration Act (“FAA”) because the class of plaintiffs allegedly consists of employees exempt from arbitration agreements. On November 6, 2013, the Ninth Circuit Court of Appeals reversed and remanded, stating its prior published decision, “expressly held that a district court must determine whether an agreement for arbitration is exempt from arbitration under Section 1 of the FAA as a threshold matter." As a consequence of this determination by the ninth Circuit Court of Appeals being different from a decision of the Eighth Circuit Court of Appeals on a similar issue, on February 4, 2014, the Company filed a petition for writ of certiorari to the United States Supreme Court to address whether the district court or arbitrator should determine whether the contract is an employment contract exempt from Section 1 of the Federal Arbitration Act. On June 16, 2014, the United States Supreme Court denied the Company’s petition for writ of certiorari. The matter remains pending in the District Court and is currently in discovery. The Company intends to vigorously defend against any proceedings. The final disposition of this case and the impact of such final disposition cannot be determined at this time.

California Wage, Meal and Rest Employee Class Actions

On March 22, 2010, a class action lawsuit was filed by John Burnell, individually and on behalf of all other similarly situated persons against Swift Transportation: John Burnell and all others similarly situated v. Swift Transportation Co., Inc., Case No. CIVDS 1004377 filed in the Superior Court of the State of California, for the County of San Bernardino ("the Burnell Complaint"). On September 3, 2010, upon motion by Swift, the matter was removed to the United States District Court for the Central District of California, Case No. EDCV10-809-VAP. The putative class includes drivers who worked for Swift during the four years preceding the date of filing alleging that Swift failed to pay the California minimum wage, failed to provide proper meal and rest periods and failed to timely pay wages upon separation from employment. The Burnell Complaint was subject to a stay of proceedings pending determination of similar issues in a case unrelated to Swift, Brinker v. Hohnbaum, which was then pending before the California Supreme Court. A ruling was entered in the Brinker matter and in August 2012 the stay in the Burnell Complaint was lifted. On April 9, 2013 the Company filed a motion for judgment on the pleadings requesting dismissal of plaintiff's claims related to alleged meal and rest break violations under the California Labor Code alleging that such claims are preempted by the Federal Aviation Administration Authorization Act. On May 29, 2013, the U.S. District Court for the Central District of California granted the Company's motion for judgment on the pleadings and dismissed plaintiff's claims that are based on alleged violations of meal and rest periods set forth in the California Labor Code. Plaintiff has appealed. Minimum wage claims (specifically that pay per-mile fails to compensate drivers for non-driving-related services), timeliness of such pay and the issue of class certification remain pending.

On April 5, 2012, the Company was served with an additional class action complaint alleging facts similar to those as set forth in the Burnell Complaint. This class action is James R. Rudsell, on behalf of himself and all others similarly situated v. Swift Transportation Co. of Arizona, LLC and Swift Transportation Company, Case No. CIVDS 1200255, in the Superior Court of California for the County of San Bernardino ("the Rudsell Complaint"). The Rudsell Complaint has been stayed pending a resolution in the Burnell Complaint.

The issue of class certification must first be resolved before the court will address the merits of the case, and the Company retains all of its defenses against liability and damages pending a determination of class certification. The Company intends to vigorously defend certification of the class in both matters, as well as the merits of these matters, should the classes be certified. The final disposition of both cases and the impact of such final dispositions of these cases cannot be determined at this time. There have been no significant developments to these cases since December 31, 2014.

California Wage and Hour Class Action

On September 25, 2014, a class action lawsuit was filed by Lawrence Peck on behalf of himself and all other similarly situated persons against Swift Transportation: Peck v. Swift Transportation Co. Arizona, LLC in the Superior Court of California, County of Riverside ("the Peck Complaint"). The putative class includes current and former non-exempt employee truck drivers who performed services in California within the four-year statutory period alleging that Swift failed to pay for all hours worked (specifically that pay-per-mile fails to compensate drivers for non-driving related services), failed to pay overtime, failed to properly reimburse work-related expenses, failed to timely pay wages and failed to provide accurate wage statements.

Peck is currently stayed, pending a resolution in the Burnell and Rudsell cases, based on the similarity of the Peck claims to the claims in those earlier filed cases. The final disposition of the case and the impact of such final disposition cannot be determined at this time.

Washington Overtime Class Action

On September 9, 2011, a class action lawsuit was filed by Troy Slack and several other drivers on behalf of themselves, and all similarly situated persons, against Swift Transportation: Troy Slack, et al v. Swift Transportation Co. of Arizona, LLC and Swift Transportation Corporation in the State Court of Washington, Pierce County ("the Slack Complaint"). The Slack Complaint was removed to federal court on October 12, 2011, case number 11-2-114380. The putative class includes all current and former Washington State-based employee drivers during the three-year statutory period prior to the filing of the lawsuit through to present

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and alleges that they were not paid minimum wage and overtime in accordance with Washington State law and that they suffered unlawful deductions from wages. On November 23, 2013, the court entered an order on plaintiffs' motion to certify the class. The court only certified the class as it pertains to "dedicated" drivers and did not certify any other class, including any class related to over the road drivers (“OTR Drivers”). The parties dispute the definition of "dedicated" as used by the court and a class notice has not yet been issued. The matter is now anticipated to move into discovery. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.

Utah Collective and Individual Arbitration

On June 1, 2012, a collective and class action complaint was filed by Gabriel Cilluffo, Kevin Shire and Bryan Ratterree individually and on behalf of themselves and all similarly situated persons against Central Refrigerated Services, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes: Gabriel Cilluffo, Kevin Shire and Bryan Ratterree individually and on behalf themselves and all similarly situated persons v. Central Refrigerated Services, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes in the United States District Court for the Central District of California, Case No. ED CV 12-00886 ("the Cilluffo Complaint"). The putative class involves owner-operators alleging that Central misclassified owner-operators as independent contractors in violation of the FLSA, and that such owner-operators should be considered employees. The lawsuit also raises a claim of forced labor and state law contractual claims. On September 24, 2012, the California District Court ordered that the FLSA claim proceed to collective arbitration under the Utah Uniform Arbitration Act (“UUAA”) and not the FAA. The September 24, 2012 order directed the arbitrator to determine the validity of proceeding as a collective arbitration under the UUAA, and then if the arbitrator determines that such collective action is permitted, then the arbitrator is to consider the plaintiff’s FLSA claim. On November 8, 2012, the California District Court entered a clarification order clarifying that the plaintiff’s FLSA claim was to proceed to collective arbitration under the UUAA, but the plaintiff’s forced labor claim and state law contractual claims were to proceed as individual arbitrations for those plaintiffs seeking to pursue those specific claims. Central filed a motion for reconsideration and a motion for interlocutory appeal of the California District Court’s orders, both of which were denied and the claims are proceeding to collective and individual arbitration as originally ordered. On December 9, 2013, the arbitrator determined that the issue of misclassification as it relates to the FLSA will proceed as a collective arbitration; however, the plaintiffs forced labor claim and state law claims of contractual misrepresentation and breach of contract must proceed on an individual arbitration basis and not as a class. The matter is currently in discovery.

Central intends to vigorously defend collective arbitration in the Cilluffo Complaint, as well as the merits of the FLSA claim and any individual arbitration matters that are filed, and proceed on the forced labor and state contract law claims. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.

Environmental Notice

On April 17, 2009, the Company received a notice from the Lower Willamette Group ("LWG"), advising that there was a total of 250 potentially responsible parties ("PRPs"), with respect to alleged environmental contamination of the Lower Willamette River in Portland, Oregon designated as the Portland Harbor Superfund site ("the Site"), and that as a previous landowner at the Site, the Company was asked to join a group of 60 PRPs and proportionately contribute to (i) reimbursement of funds expended by LWG to investigate environmental contamination at the Site and (ii) remediation costs of the same, rather than be exposed to potential litigation. Although the Company does not believe it contributed any contaminants to the Site, the Company was at one time the owner of property at the Site and the Comprehensive Environmental Response, Compensation and Liability Act imposes a standard of strict liability on property owners with respect to environmental claims. Notwithstanding this standard of strict liability, management believes the Company's potential proportionate exposure to be minimal and not material. No formal complaint has been filed in this matter. The Company’s pollution liability insurer has been notified of this potential claim. Management does not believe the outcome of this matter is likely to have a material adverse effect on Swift. However, the final disposition of this matter and the impact of such final disposition cannot be determined at this time. There have been no significant developments pertaining to this matter since December 31, 2014.

The Company's tractors and trailers are involved in motor vehicle accidents, experience damage, mechanical failures and cargo issues as an incidental part of its normal ordinary course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of March 31, 2015, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $0.4 million in the aggregate for all current and prior year claims.

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Note 10 — Derivative Financial Instruments

In April 2011, as contemplated by the then existing credit facility, the Company entered into two forward-starting interest rate swap agreements with a notional amount of $350.0 million. These interest rate swaps were effective in January 2013 and have a maturity date of July 2015. On April 27, 2011 (“designation date”), the Company designated and qualified these interest rate swaps as cash flow hedges. Subsequent to the designation date, the effective portion of the changes in estimated fair value of the swaps was recorded in accumulated other comprehensive income ("AOCI"), and thereafter reclassified to derivative interest expense in the periods that the interest on the hedged debt affected earnings.

The ~~Company began accruing for hedged interest in January 2013. Refer to Note 11 below for further discussion of the Company’s estimated fair value methodology.~~

On March 7, 2013, the Company entered into the 2013 Agreement, as discussed in Note 7. Due to the incorporation of a new interest rate floor provision in the 2013 Agreement, the Company concluded, as of February 28, 2013, that the outstanding interest rate swaps were no longer highly effective in achieving offsetting changes in cash flows related to the hedged interest payments. As a result, the Company de-designated the hedges as of February 28, 2013 (“de-designation date”), at which time the effective portion of the change in fair value of interest rate swaps (previously recorded in AOCI) was, and will continue to be, amortized as derivative interest expense over the period of the originally designated hedged interest payments through ~~July 2015. Following the de-designation date,~~following table presents pre-tax losses from changes in fair value of the Company's interest rate swaps, ~~are immediately recognized in the consolidated statements of income as derivative interest expense.~~

~~The following table presents the pre-tax changes in fair value of derivatives designated as cash flow hedges,~~ included in ~~AOCI and~~ earnings (in thousands):

The following table presents information about pre-tax losses recognized in earnings on the Company’s interest rate derivative contracts that were de-designated as hedging instruments under ASC Topic 815 on February 28, 2013 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2014 2013 2014 2013
Amount of loss recognized in income as “Derivative interest expense” $ (114 ) $ (359 ) $ (589 ) $ (494 )

As of ~~September 30, 2014, $5.8~~March 31, 2015, $2.1 million of ~~pre-tax~~ deferred losses on derivatives in AOCI isare expected to be reclassified to earnings within the next ~~twelve~~12 months. There were no losses recognized in AOCI from the effective portion of cash flow hedges during the three months ended March 31, 2015 or 2014.

Losses on cash flow hedging, reclassified out of AOCI into the consolidated income statements were as follows (in thousands):



		Three Months Ended March 31,
	Reclassified to:	2015			2014
Interest rate swaps	Derivative interest expense	$	1,848		$	1,314
Income tax (benefit) expense	Income tax expense	(711		)	(506		)
	Net income	$	1,137		$	808

Activities related to AOCI net of tax, are presented in the consolidated statement of stockholders' equity, and primarily pertain to derivative financial instruments. The tax effects are presented in the consolidated statements of comprehensive income. Activities related to foreign currency transactions were immaterial for the three months ended March 31, 2015 and 2014.

Note ~~11.~~11 — Fair Value Measurement

~~ASC Topic 820,~~ ~~Fair Value Measurements and Disclosures,~~ requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value of a financial instrument is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date in the principal, or most advantageous market, for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. As the fair value is estimated at ~~September 30, 2014~~ ~~and~~ ~~December 31, 2013, the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different.~~

The tables below exclude certain financial instruments, as follows: cash and cash equivalents, restricted cash, accounts receivable, net, income tax refund receivable and accounts payable. The estimated fair values of these financial instruments approximate carrying value as they are short-term in nature. Additionally, for notes payable under revolving lines of credit, fair value approximates the carrying value due to the variable

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~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

interest rate. For capital leases, the carrying value approximates the fair value. The table below also excludes financial instruments reported at estimated fair value on a recurring basis. See below, “~~Recurring Fair Value Measurements”. All remaining balance sheet amounts excluded from the table below are not considered financial instruments subject to this disclosure.~~

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of ~~September 30, 2014~~March 31, 2015 and December 31, ~~2013~~2014 (in thousands):

September 30, 2014 December 31, 2013

Carrying
Value

Estimated
Fair Value

Carrying
Value

Estimated
Fair Value
Financial Assets:
Restricted investments $ 25,091
$ 25,088
$ 25,814
$ 25,808
Financial Liabilities:
Senior secured first lien term loan A tranche 50,000
50,000
—
—
Senior secured first lien term loan B tranche 397,044
395,309
—
—
Senior secured first lien term loan B-1 tranche (2013 Agreement) —
—
229,000
230,031
Senior secured first lien term loan B-2 tranche (2013 Agreement) —
—
410,000
412,358
Senior secured second priority notes 423,596
445,305
493,825
549,059
Securitization of accounts receivable 315,000
315,000
264,000
264,000



	March 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets:
Restricted investments	$	18,286	$	18,290	$	24,510	$	24,502
Financial Liabilities:
2014 Agreement: Term Loan A, due June 2019	494,375		494,375		500,000		500,000
2014 Agreement: Term Loan B, net of $885 and $920 OID as of March 31, 2015 and December 31, 2014, respectively	395,115		395,858		396,080		390,436
Securitization of accounts receivable	294,000		294,000		334,000		334,000

The carrying amounts shown in the table (other than restricted investments and securitization of accounts receivable) are included in the consolidated balance sheets in "Current portion of long-term debt" and "Long-term debt, ~~and obligations under capital leases. The estimated fair values of the financial instruments shown in the above table as of~~ ~~September 30, 2014~~ ~~and~~ ~~December 31, 2013~~, represent management’s best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The estimated fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the estimated fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. These judgments are developed by the Company based on the best information available under the circumstances.

~~The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument.~~

~~Restricted Investments~~

~~The estimated fair value of the Company’s restricted investments is based on quoted prices in active markets that are readily and regularly obtainable.~~

~~First Lien Term Loans and Senior Secured Second Priority Notes~~

~~The estimated fair values of the first lien term loans and senior secured second priority notes were determined by bid prices in trades between qualified institutional buyers.~~

~~Securitization of Accounts Receivable~~

~~The Company’s securitization of accounts receivable consists of borrowings outstanding pursuant to the Company’s 2013 RSA as of~~ ~~September 30, 2014~~ ~~and~~ ~~December 31, 2013, respectively, as discussed in Note 8. Its fair value is estimated by discounting future cash flows using a discount rate commensurate with the uncertainty involved.~~

~~Fair Value Hierarchy~~

ASC Topic 820 establishes a framework for measuring fair value in accordance with GAAP and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 further specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation techniques are observable or unobservable. The hierarchy is as follows:

~~Level 1~~ — ~~Valuation techniques in which all significant inputs are quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.~~

~~Level 2~~ — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices from markets that are not active for assets or liabilities that are identical or similar to the assets or liabilities being measured. Level 2 also includes model-derived valuation techniques in which all significant inputs and significant value drivers are observable in active markets.

~~Level 3 —~~ Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

When available, the Company uses quoted market prices to determine the estimated fair value of an asset or liability. If quoted market prices are not available, the Company measures fair value using valuation techniques that use, when possible,less current ~~market-based or independently-~~portion."

1418

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~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

sourced market parameters, such as interest rates and currency rates. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the estimated fair value measurement in its entirety.

~~As of~~ ~~September 30, 2014~~, interest rate swaps represent the only major category of assets or liabilities included in the Company's consolidated balance sheets that are measured by estimating fair value on a recurring basis. The Company’s interest rate swaps are not actively traded but are valued using valuation models and credit valuation adjustments, both of which use significant inputs that are observable in active markets over the terms of the instruments the Company holds, and accordingly, the Company classified these valuation techniques as Level 2 in the hierarchy. Interest rate yield curves and credit spreads derived from trading levels of the Company’s first lien term loan are the significant inputs into these valuation models. These inputs are observable in active markets over the terms of the instruments the Company holds. The Company considers the effect of its own credit standing and that of its counterparties in the valuations of its derivative financial instruments.

~~Recurring~~Arizona Owner-operator Class Action Litigation

Ninth Circuit Owner-operator Misclassification Class Action Litigation

AsLabor Standards Act ("FLSA"), and various New York and California state laws and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL. At present, in addition to the named plaintiffs, approximately 200 other current or former owner-operators have joined this lawsuit. Upon Swift’s motion, the matter has been transferred from the United States District Court for the Southern District of New York to the United States District Court in Arizona. On May 10, 2010, the plaintiffs filed a motion to conditionally certify an FLSA collective action and authorize notice to the potential class members. On September 23, 2010, plaintiffs filed a motion for a preliminary injunction seeking to enjoin Swift and IEL from collecting payments from plaintiffs who are in default under their lease agreements and related relief. On September 30, ~~2014~~2010, the District Court granted Swift’s motion to compel arbitration and ~~December 31, 2013, no assets~~ordered that the class action be stayed pending the outcome of arbitration. The District Court further denied plaintiff’s motion for preliminary injunction and motion for conditional class certification. The District Court also denied plaintiff’s request to arbitrate the ~~Company were measured at estimated fair value on~~matter as a ~~recurring basis. As~~class.

The plaintiff filed a petition for a writ of mandamus to the Ninth Circuit Court of Appeals asking that the District Court’s September 30, ~~2014~~2010 order be vacated. On July 27, 2011, the Ninth Circuit Court of Appeals denied the plaintiff’s petition for writ of mandamus and ~~December 31, 2013, information about inputs into~~thereafter the estimated fair value measurements of each major category of the Company’s liabilities that were measured at estimated fair value on a recurring basis in periods subsequent to their initial recognition was as follows (in thousands):

Fair Value Measurements at Reporting Date Using
Description
Total
Estimated
Fair Value

Quoted Prices in
Active Markets for
Identical Assets or
Liabilities
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)
As of September 30, 2014
Interest rate swaps $ 7,815
$ —
$ 7,815
$ —
As of December 31, 2013

Interest rate swaps $ 11,768
$ —
$ 11,768
$ —

~~Nonrecurring Fair Value Measurements~~

~~As of~~ District Court denied plaintiff’s motion for reconsideration and certified its September 30, ~~2014~~ ~~and~~ ~~December 31, 2013, no assets or liabilities of the Company were measured at estimated fair value on a nonrecurring basis.~~

~~Note 12. Earnings per Share~~

2010 order. The ~~computation of basic and diluted earnings per share is as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
2014 2013 2014 2013

(In thousands, except
per share amounts)
Net income $ 50,158
$ 29,953
$ 102,661
$ 110,124
Basic:
Weighted average common shares outstanding 141,557
140,327
141,282
140,004
Diluted:
Dilutive effect of stock options 1,765
1,988
2,056
1,938
Total weighted average diluted shares outstanding 143,322
142,315
143,338
141,942
Anti-dilutive shares excluded from the diluted earnings per share calculation ⁽¹⁾
168
—
171
181
Earnings per share:
Basic earnings per share $ 0.35
$ 0.21
$ 0.73
$ 0.79
Diluted earnings per share $ 0.35
$ 0.21
$ 0.72
$ 0.78


~~(1)~~	Impact of outstanding options to purchase shares of the Company’s Class A common stock were anti-dilutive because the options' exercise prices were greater than the average market price of the common shares and were excluded from the calculation of diluted earnings per share.

~~As of~~ ~~September 30, 2014~~ ~~and~~ ~~2013, there were 4,747,586 and~~ ~~5,451,280~~ ~~options outstanding, respectively.~~plaintiffs

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

California Wage, Meal and Rest Employee Class Actions

California Wage and Hour Class Action

Washington Overtime Class Action

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Utah Collective and Individual Arbitration

Environmental Notice

Other Environmental

Table of Contents Glossary of Terms

~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note ~~13. Contingencies~~10 — Derivative Financial Instruments

The ~~Company is involved~~following table presents pre-tax losses from changes in ~~certain claims and pending litigation primarily arising~~fair value of the Company's interest rate swaps, included in earnings (in thousands):



	Three Months Ended March 31,
	2015		2014
Loss reclassified from AOCI into net income from cash flow hedges (effective portion)	$	1,848	$	1,314
Loss recognized in income from de-designated derivative contracts	945		339
Derivative interest expense	$	2,793	$	1,653

As of March 31, 2015, $2.1 million of deferred losses on derivatives in AOCI are expected to be reclassified to earnings within the next 12 months. There were no losses recognized in AOCI from the effective portion of cash flow hedges during the three months ended March 31, 2015 or 2014.

Losses on cash flow hedging, reclassified out of AOCI into the consolidated income statements were as follows (in thousands):



		Three Months Ended March 31,
	Reclassified to:	2015			2014
Interest rate swaps	Derivative interest expense	$	1,848		$	1,314
Income tax (benefit) expense	Income tax expense	(711		)	(506		)
	Net income	$	1,137		$	808

Activities related to AOCI net of tax, are presented in the ~~normal course~~consolidated statement of ~~business.~~stockholders' equity, and primarily pertain to derivative financial instruments. The ~~majority~~tax effects are presented in the consolidated statements of ~~these claims relate~~comprehensive income. Activities related to ~~workers' compensation, auto collision and liability, and physical damage and cargo damage. The Company expenses legal fees as incurred and accrues~~foreign currency transactions were immaterial for the ~~uninsured~~three months ended March 31, 2015 and 2014.

Note 11 — Fair Value Measurement

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of March 31, 2015 and December 31, 2014 (in thousands):



	March 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets:
Restricted investments	$	18,286	$	18,290	$	24,510	$	24,502
Financial Liabilities:
2014 Agreement: Term Loan A, due June 2019	494,375		494,375		500,000		500,000
2014 Agreement: Term Loan B, net of $885 and $920 OID as of March 31, 2015 and December 31, 2014, respectively	395,115		395,858		396,080		390,436
Securitization of accounts receivable	294,000		294,000		334,000		334,000

The carrying amounts shown in the table (other than restricted investments and securitization of accounts receivable) are included in the consolidated balance sheets in "Current portion of ~~contingent losses from these~~long-term debt" and ~~other pending claims when it is both probable that a liability has been incurred and the amount~~"Long-term debt, less current portion."

Table of ~~the loss can be reasonably estimated. Based on the knowledge~~Contents Glossary of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on the Company. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold.Terms

For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals; and/or (v) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Arizona Owner-operator Class Action Litigation

Ninth Circuit Owner-operator Misclassification Class Action Litigation

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

filed an interlocutory appeal to the Ninth Circuit Court of Appeals to overturn the District Court’s September 30, 2010 order to compel arbitration, alleging that the agreement

~~Table of Contents~~

~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

to arbitrate is exempt from arbitration under Section 1 of the Federal Arbitration Act (“FAA”) because the class of plaintiffs allegedly consists of employees exempt from arbitration agreements. On November 6, 2013, the Ninth Circuit Court of Appeals reversed and remanded, stating its prior published decision, “expressly held that a district court must determine whether an agreement for arbitration is exempt from arbitration under Section 1 of the FAA as a threshold ~~matter".~~matter." As a consequence of this determination by the ninth Circuit Court of Appeals being different from a decision of the Eighth Circuit Court of Appeals on a similar issue, on February 4, 2014, the Company filed a petition for writ of certiorari to the ~~U.S.~~United States Supreme Court to address whether the district court or arbitrator should determine whether the contract is an employment contract exempt from Section 1 of the Federal Arbitration Act. On June 16, 2014, the ~~U.S.~~United States Supreme Court denied the Company’s petition for writ of certiorari. The matter remains pending in the District Court and is currently in discovery. The Company intends to vigorously defend against any proceedings. The final disposition of this case and the impact of such final disposition cannot be determined at this time.

California Wage, Meal and Rest Employee Class Actions

On April 5, 2012, the Company was served with an additional class action complaint alleging facts similar to those as set forth in the Burnell Complaint. This ~~new~~ class action is James R. Rudsell, on behalf of himself and all others similarly situated v. Swift Transportation Co. of Arizona, LLC and Swift Transportation Company, Case No. CIVDS 1200255, in the Superior Court of California for the County of San Bernardino ("the Rudsell Complaint"). The Rudsell Complaint has been stayed pending a resolution in the Burnell Complaint. ~~Any claims related to orientation pay in the Rudsell Complaint have been subsumed within the Montalvo v. Swift class action matter (discussed below).~~

The issue of class certification must first be resolved before the court will address the merits of the case, and ~~we retain~~the Company retains all of ~~our~~its defenses against liability and damages pending a determination of class certification. The Company intends to vigorously defend certification of the class in both matters, as well as the merits of these matters, should the classes be certified. The final disposition of both cases and the impact of such final dispositions of these cases cannot be determined at this time.

~~California Minimum Wage Class Actions~~

On July 12, 2011, a class action lawsuit was filed by Simona Montalvo on behalf of herself and all similarly situated persons against Swift Transportation: Montalvo et al. v. Swift Transportation Corporation d/b/a ST Swift Transportation Corporation in the Superior Court of California, County of San Diego ("the Montalvo Complaint"). The Montalvo Complaint was removed There have been no significant developments to federal court on August 15, 2011, case number 3-11-CV-1827-L. Upon petition by plaintiffs, the matter was remanded to state court and the Company filed an appeal to this remand, which has been denied. The putative class includes employees alleging that candidates for employment within the four-year statutory period in California were not paid the state-mandated minimum wage during their orientation phase. On July 29, 2013, the court certified the class. The Company appealed the class certification and the remand to state court, but on April 10, 2014, the Company’s appeal of class certification was denied. The parties participated in mediation in an attempt to economically resolve all claims without having to incur the expense and uncertainty of litigation. As a consequence of ongoing efforts to mediate a resolution, the Company anticipates its exposure to be in the range of $1.0 million to $1.5 million.

~~The Company intends to vigorously defend against the merits of this matter. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.~~

On November 7, 2013, a class action lawsuit was filed by Jorge Calix on behalf of himself and all similarly situated persons against Central Refrigerated Service, Inc.: Calix et al. v. Central Refrigerated Service, Inc. (“Central”) in the Superior Court of California, County of San Bernardino ("the Calix Complaint"). The putative class includes employees alleging that candidates for employment within the four -year statutory period in California were not paid the state-mandated minimum wage during their orientation phase. Onthese cases since December ~~13, 2013, Central filed an answer denying the allegations.~~31, 2014.

The issue of class certification must first be resolved before the court will address the merits of the case, and the Company retains all of its defenses against liability and damages pending a determination of class certification. Central intends to vigorously defend against certification of the class, as well as the merits of this matter, should the class be certified. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.

California Wage and Hour Class Action

~~Table of Contents~~

~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

for non-driving related services), failed to pay overtime, failed to properly reimburse work-related expenses, failed to timely pay wages and failed to provide accurate wage statements.

~~The issue of class certification must first be resolved before~~Peck is currently stayed, pending a resolution in the ~~court will address~~Burnell and Rudsell cases, based on the ~~merits~~similarity of the ~~case, and~~Peck claims to the Company retains all of its defenses against liability and damages pending a determination of class certification. The Company intends to vigorously defend certification of the class, as well as the merits, should the class be certified.claims in those earlier filed cases. The final disposition of the case and the impact of such final disposition cannot be determined at this time.

Washington Overtime Class Action

On September 9, 2011, a class action lawsuit was filed by Troy Slack and several other drivers on behalf of ~~himself~~themselves, and all similarly situated persons, against Swift Transportation: Troy Slack, et al v. Swift Transportation Co. of Arizona, LLC and Swift Transportation Corporation in the State Court of Washington, Pierce County ("the Slack Complaint"). The Slack Complaint was removed to federal court on October 12, 2011, case number 11-2-114380. The putative class includes all current and former Washington ~~State based~~State-based employee drivers during the three-year statutory period ~~alleging~~prior to the filing of the lawsuit through to present

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SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

and alleges that they were not paid minimum wage and overtime in accordance with Washington State law and that they ~~were not properly paid for meals and rest periods.~~suffered unlawful deductions from wages. On November 23, 2013, the court entered an order on plaintiffs' motion to certify the class. The court only certified the class as it pertains to ~~dedicated route~~"dedicated" drivers and did not certify any other class, ~~or claims,~~ including any class related to over the road drivers (“OTR Drivers”). The ~~court also further limited~~parties dispute the ~~class~~definition of dedicated drivers to only those dedicated drivers that either begin or end their shift in the state of Washington and therefore are Washington-based employees. Swift is appealing the limited certification of the Washington dedicated drivers.

~~The issue of class certification must first be resolved before~~"dedicated" as used by the court ~~will address the merits of the case,~~ and ~~the~~a class notice has not yet been issued. The matter is now anticipated to move into discovery. The Company retains all of its defenses against liability and ~~damages pending a determination of class certification.~~damages. The Company intends to vigorously defend ~~certification of the class, as well as~~ the merits of these ~~matters, should the class be certified. The final disposition of this case~~claims and ~~the impact of such final disposition of this case cannot be determined at this time.~~

~~Utah Minimum Wage Collective Action~~

On October 8, 2013, a collective action lawsuit was filed by Jacob Roberts on behalf of himself and all similarly situated persons against Central Refrigerated Service, Inc., Jon Isaacson, Bob Baer and John Does 1-10: Jacob Roberts and Collective Action Plaintiffs John Does 1-10 v. Central Refrigerated Service, Inc., Jon Isaacson, Bob Baer and John Does 1-10 in the United States District Court for the District of Utah, Case No. 2;13-ev-00911-EJF ("the Roberts Complaint"). The putative nationwide class includes employees alleging that candidates for employment within the three-year statutory period in Utah were not paid proper compensation pursuant to ~~the FLSA, specifically that the putative collective action plaintiffs were not paid the state-mandated minimum wage for orientation, travel, and training.~~

The issue of collective action certification in the Roberts Complaint must first be resolved before the court will address the merits of the case, and the Company retains all of its defenses against liability and damages, pending a determination of collective actionchallenge certification. ~~Central intends to vigorously defend against collective action certification, as well as the merits of this matter, should the collective action be certified.~~ The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.

Utah Collective and Individual Arbitration

On June 1, 2012, a collective and class action complaint was filed by Gabriel Cilluffo, Kevin Shire and Bryan Ratterree individually and on behalf of themselves and all similarly situated persons against Central Refrigerated Services, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes: Gabriel Cilluffo, Kevin Shire and Bryan Ratterree individually and on behalf themselves and all similarly situated persons v. Central Refrigerated Services, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes in the United States District Court for the Central District of California, Case No. ED CV 12-00886 ("the Cilluffo Complaint"). The putative class involves owner-operators alleging that Central misclassified owner-operators as independent contractors in violation of the FLSA, and that such owner-operators should be considered employees. The lawsuit also raises a claim of forced labor and state law contractual claims. On September 24, 2012, the California District Court ordered that the FLSA claim proceed to collective arbitration under the Utah Uniform Arbitration Act (“UUAA”) and not the FAA. The September 24, 2012 order directed the arbitrator to determine the validity of proceeding as a collective arbitration under the UUAA, and then if the arbitrator determines that such collective action is permitted, then the arbitrator is to consider the plaintiff’s FLSA claim. On November 8, 2012, the California District Court entered a clarification order clarifying that the plaintiff’s FLSA claim was to proceed to collective arbitration under the UUAA, but the plaintiff’s forced labor claim and state law contractual claims were to proceed as individual arbitrations for those plaintiffs seeking to pursue those specific claims. Central filed a motion for reconsideration and a motion for interlocutory appeal of the California District Court’s orders, both of which were denied and the claims are proceeding to collective and individual arbitration as originally ordered. On December 9, 2013, the arbitrator determined that the issue of misclassification as it relates to the FLSA will proceed as a collective ~~arbitration,~~arbitration; however, the plaintiffs forced labor claim and state law claims of contractual misrepresentation and breach of contract must proceed on an individual arbitration basis and not as a class. The matter is currently in discovery.

Environmental Notice

On April 17, 2009, the Company received a notice from the Lower Willamette Group ("LWG"), advising that there ~~are~~was a total of 250 potentially responsible parties ("PRPs"), with respect to alleged environmental contamination of the Lower Willamette River in Portland, Oregon designated as the Portland Harbor Superfund site ("the Site"), and that as a previous landowner at the Site, the Company ~~has been~~was asked to join a group of 60 PRPs and proportionately contribute to (i) reimbursement of funds expended by LWG to investigate environmental contamination at the Site and (ii) remediation costs of the same, rather than be exposed to potential litigation. Although the Company does not believe it contributed any contaminants to the Site, the Company was at one time the owner of property at the Site and the Comprehensive Environmental Response,

~~Table of Contents~~

~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

Compensation and Liability Act imposes a standard of strict liability on property owners with respect to environmental claims. Notwithstanding this standard of strict liability, management believes the ~~Company believes our~~Company's potential proportionate exposure to be minimal and not material. No formal complaint has been filed in this matter. The Company’s pollution liability insurer has been notified of this potential claim. ~~The Company~~Management does not believe the outcome of this matter is likely to have a material adverse effect on Swift. However, the final disposition of this matter and the impact of such final disposition cannot be determined at this time.

~~2013 Environmental Incident~~

On May 14, 2013, a Swift Transportation tractor and trailer was involved in an accident in Bridgeport, California that resulted in fuel and other liquid components being released into the ground and a nearby stream. Based on soil and water testing of the impacted area, the Company expects the range of cost There have been no significant developments pertaining to ~~remediate~~ this ~~release is $0.3 million to $0.5 million.~~matter since December 31, 2014.

Other Environmental

The Company's tractors and trailers are involved in motor vehicle accidents, experience damage, mechanical failures and cargo issues as an incidental part of its normal ordinary course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of ~~September 30, 2014,~~March 31, 2015, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately ~~$0.6~~$0.4 million in the aggregate for all current and prior year claims.

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 10 — Derivative Financial Instruments

The following table presents pre-tax losses from changes in fair value of the Company's interest rate swaps, included in earnings (in thousands):



	Three Months Ended March 31,
	2015		2014
Loss reclassified from AOCI into net income from cash flow hedges (effective portion)	$	1,848	$	1,314
Loss recognized in income from de-designated derivative contracts	945		339
Derivative interest expense	$	2,793	$	1,653

Losses on cash flow hedging, reclassified out of AOCI into the consolidated income statements were as follows (in thousands):



		Three Months Ended March 31,
	Reclassified to:	2015			2014
Interest rate swaps	Derivative interest expense	$	1,848		$	1,314
Income tax (benefit) expense	Income tax expense	(711		)	(506		)
	Net income	$	1,137		$	808

Note ~~14.~~ 11 — Fair Value Measurement

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of March 31, 2015 and December 31, 2014 (in thousands):



	March 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial Assets:
Restricted investments	$	18,286	$	18,290	$	24,510	$	24,502
Financial Liabilities:
2014 Agreement: Term Loan A, due June 2019	494,375		494,375		500,000		500,000
2014 Agreement: Term Loan B, net of $885 and $920 OID as of March 31, 2015 and December 31, 2014, respectively	395,115		395,858		396,080		390,436
Securitization of accounts receivable	294,000		294,000		334,000		334,000

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Recurring Fair Value Measurements

As of March 31, 2015 and December 31, 2014, interest rate swaps were the only major category of liabilities included in the Company's consolidated balance sheets at estimated fair value that were measured on a recurring basis. The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of these instruments (in thousands):



			Fair Value Measurements at Reporting Date Using
	Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
As of March 31, 2015
Interest rate swaps	$	4,233	$	—	$	4,233	$	—
As of December 31, 2014
Interest rate swaps	$	6,109	$	—	$	6,109	$	—

As of March 31, 2015 and December 31, 2014, there were no assets included in the Company's consolidated balance sheets at estimated fair value that were measured on a recurring basis.

Nonrecurring Fair Value Measurements

The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis (in thousands):



			Fair Value Measurements at Reporting Date Using
	Estimated Fair Value		Level 1 Inputs	Level 2 Inputs	Level 3 Inputs		Total Gains (Losses)
As of March 31, 2015
Note receivable	$	—			$	—	$	(1,480	)
As of December 31, 2014
Other assets	$	—			$	—	$	(2,308	)

In September 2013, the Company agreed to advance up to $2.3 million, pursuant to an unsecured promissory note, to an independent fleet contractor that transported freight on Swift's behalf. In March 2015, management became aware that the independent contractor violated various covenants outlined in the unsecured promissory note, which created an event of default that made the principal and accrued interest immediately due and payable. As a result of this event of default, as well as an overall decline in the independent contractor's financial condition, management re-evaluated the fair value of the unsecured promissory note. As of March 31, 2015, management determined that the remaining balance due from the independent contractor to the Company was not collectible, which resulted in a $1.5 million pre-tax adjustment that was recorded in "Non-cash impairments of non-operating assets" in the Company's consolidated income statements.

Fair value of assets measured on a nonrecurring basis as of December 31, 2014, represent certain operations software that was replaced, and for which the carrying value was determined to be fully impaired during the three months ended September 30, 2014.

Note 12 — Earnings per Share

The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding (in thousands):



	Three Months Ended March 31,
	2015	2014
Basic weighted average common shares outstanding	142,199	140,981
Dilutive effect of stock options	1,756	2,037
Diluted weighted average common shares outstanding	143,955	143,018

Option exercise prices were greater than the average market price of the common shares during the three months ended March 31, 2015 and 2014. As such, there were no anti-dilutive shares to be excluded from the calculation of diluted earnings per share.

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED

Note 13 — Income Taxes

The effective tax rate for the three months ended March 31, 2015 and March 31, 2014 was 38.5%.

The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties as of March 31, 2015 were approximately $1.3 million. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company does not anticipate a decrease of unrecognized tax benefits during the next twelve months.

Certain of the Company’s subsidiaries are currently under examination by the Internal Revenue Service and various state jurisdictions for tax years ranging from 2010 through 2013. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Tax years 2010 through 2013 remain subject to examination.

Note 14 — Segments and Geography

Segment Information

The Company’s four reportable operating segments are Truckload, Dedicated, Central Refrigerated and Intermodal. ~~The Company reorganized its reportable segments to reflect management’s revised reporting structure of its lines of business in the first quarter of 2014. See further details in Note 1.~~

Truckload— The ~~truckload~~Truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada. This service utilizes both company and owner-operator tractors with dry van, flatbed, and other specialized trailing equipment.

Dedicated— Through the ~~dedicated~~Dedicated segment, the Company devotes use of equipment to specific customers and offers tailored solutions under long-term contracts. This dedicated segment utilizes refrigerated, dry van, flatbed and other specialized trailing equipment.

Central Refrigerated— This segment represents the core operations of Central ~~Refridgerated~~ and primarily consists of shipments for customers that require temperature-controlled trailers. These shipments include one-way movements over irregular routes, as well as dedicated truck operations.

Intermodal— The ~~intermodal~~Intermodal segment includes revenue generated by moving freight over the rail in the Company's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations.

~~Other businesses~~ Non-reportable Segment— The other non-reportable segment includes the Company's logistics and freight brokerage services, as well as support services provided by its subsidiaries to customers and owner-operators, including repair and maintenance shop services, equipment leasing, and insurance. Intangible amortization related to the 2007 going-private transaction is also included in this other non-reportable segment.

~~The Company uses the “management approach” to determine its reportable~~Other Intersegment Transactions—Certain operating segments provide transportation and related services for other affiliates outside their reportable segment. Revenues for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make operating decisions. The chief operating decision makers use operating revenue, operating expenses, operating ratios, operating income and key operating statistics to evaluate performance and allocate resources to the Company’s operations.

Management uses operating income, as reported below, to allocate resources and measure segment performance, which is consistent with GAAP for segment reporting. Operating income should not be viewed as a substitute for GAAP net income (loss). The Company believes the presentation of operating income enhances the understanding of its performance by highlighting the results of operations and the underlying profitability driversrevenues of the ~~business segments.~~

~~Operating income is defined as operating revenues less operating expenses, before tax.~~

~~Based on the unique nature of the Company's operating structure, revenue-generating assets~~billing segment. These rates are interchangeable between segments. Therefore, the Company does not prepare separate balance sheets by segment, as assets are not separately identifiable by segment. The Company allocates depreciation and amortization expense on its property and equipmentadjusted from time to ~~the segments~~time based on ~~the actual utilization of the asset by the segment during the period.~~

~~Total revenue of the Company’s foreign operations was less than 5.0% of the Company’s~~market conditions. Such intersegment revenues and expenses are eliminated in our consolidated ~~revenue for the three and nine months ended September 30, 2014 and 2013, respectively.~~results.

~~Table of Contents~~

~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

Set forth in the tables below is certain financial information with respect to the Company’s reportable segments (in thousands):


	Operating Revenue												Operating Revenue
	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2014			2013			2014			2013			2015			2014
Truckload	$	570,931		$	579,494		$	1,699,469		$	1,727,813		$	538,341		$	553,057
Dedicated	238,025			184,550			654,776			546,427			217,775			193,653
Central Refrigerated	100,448			115,339			314,122			332,979			95,568			106,763
Intermodal	99,962			96,478			292,186			270,736			90,354			91,313
Subtotal	1,009,366			975,861			2,960,553			2,877,955			942,038			944,786
Non-reportable segment	80,122			63,982			239,279			207,954			91,622			75,666
Intersegment eliminations	(14,608		)	(7,716		)	(40,608		)	(43,103		)	(18,516		)	(12,006		)
Consolidated operating revenue	$	1,074,880		$	1,032,127		$	3,159,224		$	3,042,806		$	1,015,144		$	1,008,446

Table of Contents Glossary of Terms

SWIFT TRANSPORTATION COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED



	Operating Income (Loss)
	Three Months Ended March 31,
	2015			2014
Truckload	$	56,854		$	31,907
Dedicated	14,345			11,530
Central Refrigerated	4,799			2,420
Intermodal	(1,243		)	(926		)
Subtotal	74,755			44,931
Non-reportable segment	245			1,239
Consolidated operating income	$	75,000		$	46,170

Geographical Information

Depreciation and Amortization Expense
Three Months Ended September 30, Nine Months Ended September 30,
2014 2013 2014 2013
Truckload $ 27,473
$ 32,696
$ 86,034
$ 96,076
Dedicated 13,890
11,711
39,965
33,439
Central Refrigerated 3,175
2,877
9,195
10,676
Intermodal 2,892
2,292
7,843
7,037
Subtotal 47,430
49,576
143,037
147,228
Non-reportable segment 6,939
8,678
22,298
22,776
Consolidated depreciation and amortization expense $ 54,369
$ 58,254
$ 165,335
$ 170,004

~~Other Intersegment Transactions~~

~~Certain~~In aggregate, operating ~~segments provide transportation~~revenue from the Company's foreign operations was less than 5.0% of consolidated operating revenue for the three months ended March 31, 2015 and ~~related services for other affiliates outside their reportable segment. Revenues for such services are reflected as revenues~~2014. Additionally, long-lived assets on the balance sheets of the ~~billing segment,~~Company's foreign subsidiaries were less than 5.0% of consolidated Total assets as of March 31, 2015 and are based on negotiated rates, which management believes approximate fair value. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results.December 31, 2014.

Table of Contents

~~Swift Transportation Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited) – (continued)~~

~~Note 15. Accumulated Other Comprehensive Loss~~

~~The following table reflects the components~~Glossary of ~~accumulated other comprehensive loss (in thousands):~~

~~Note 16. Guarantor Condensed Consolidating Financial Statements~~

The payment of principal and interest on the Company’s senior secured second priority notes are guaranteed by the Company and the Company’s 100%-owned domestic subsidiaries (the “Guarantor Subsidiaries”) other than its driver academy subsidiary, its captive insurance subsidiaries, its special-purpose receivables securitization subsidiary, and its foreign subsidiaries (the “Non-guarantor Subsidiaries”). The separate financial statements of the Guarantor Subsidiaries are not included herein because the Guarantor Subsidiaries are the Company’s 100%-owned consolidated subsidiaries and are jointly, severally, fully and unconditionally liable for the obligations represented by the senior secured second priority notes.

Pursuant to the terms of the Indenture governing the senior secured second priority notes, the guarantees are full and unconditional, but are subject to release under the following circumstances, in each case, in accordance with the terms of the Indenture:

Ÿ ~~in connection with any sale, disposition or transfer of all or substantially all of the assets to a person that is not the parent, the Company or a subsidiary guarantor;~~

Ÿ ~~in connection with any sale, disposition or transfer of all of the capital stock of that subsidiary guarantor to a person that is not the parent, the Company or a subsidiary guarantor;~~

Ÿ ~~if the Company designates any restricted subsidiary that is a subsidiary guarantor to be an Unrestricted Subsidiary,~~

Ÿ ~~upon legal Defeasance or the discharge of the Company's obligation under the Indenture; or~~

Ÿ ~~at such time as such subsidiary guarantor does not have any indebtedness that would have required a guarantee.~~

Although the guarantees are subject to release under the above described circumstances, we have concluded they are still deemed full and unconditional for purposes of Rule 3-10 of Regulation S-X because these circumstances are customary, and accordingly, the Company concluded that it may rely on Rule 3-10 of Regulation S-X, as the other requirements of Rule 3-10 have been met.

The condensed financial statements present condensed financial data for (i) Swift Transportation Company (on a parent only basis), (ii) Swift Services Holdings, Inc. (on an issuer only basis), (iii) the combined Guarantor Subsidiaries, (iv) the combined Non-Guarantor Subsidiaries, (v) an elimination column for adjustments to arrive at the information for the parent company and subsidiaries on a consolidated basis and (vi) the parent company and subsidiaries on a consolidated basis as of September 30, 2014 and December 31, 2013 and for the three and nine months ended September 30, 2014 and 2013.



Delaware		20-5589597
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)




	~~Page~~
PART I FINANCIAL INFORMATION	PAGE

Item 1. Financial Statements

Consolidated Balance Sheets as of ~~September 30, 2014~~March 31, 2015 (Unaudited) and December 31, ~~2013~~2014	34

Consolidated Income Statements ~~of Income~~ (Unaudited) for the Three Months Ended March 31, 2015 and ~~Nine Month Periods Ended September 30,~~ 2014 ~~and 2013~~	45

Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2015 and ~~Nine Month Periods Ended September 30,~~ 2014 ~~and 2013~~	56

Consolidated Statement of Stockholders' Equity (Unaudited) for the ~~Nine Month Period~~Three Months Ended ~~September 30, 2014~~March 31, 2015	67

Consolidated Statements of Cash Flows (Unaudited) for the ~~Nine Month Periods~~Three Months Ended ~~September 30,~~March 31, 2015 and 2014 ~~and 2013~~	78

Notes to Consolidated Financial Statements (Unaudited)	910

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	3422

Item 3. Quantitative and Qualitative Disclosures About Market Risk	5243

Item 4. Controls and Procedures	5243

PART II OTHER INFORMATION

Item 1. Legal Proceedings	5244

Item 1A. Risk Factors	5244

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	5244

Item 3. Defaults Upon Senior Securities	5244

Item 4. Mine Safety Disclosures	5244

Item 5. Other Information	5244

Item 6. Exhibits	5344

Signatures	5445

~~EX 31.1~~

~~EX 31.2~~

~~EX 32.1~~

~~EX-101.INS~~

~~EX-101.SCH~~

~~EX-101.CAL~~

~~EX-101.LAB~~

~~EX-101.PRE~~

~~EX-101.DEF~~



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(Unaudited) (In thousands)
Net income	$	50,158		$	29,953		$	102,661		$	110,124
Other comprehensive income before income taxes:
Accumulated losses on derivatives reclassified to derivative interest expense	1,642			1,106			4,438			2,065
Change in fair value of interest rate swaps	—			—			—			(145		)
Other comprehensive income before income taxes	1,642			1,106			4,438			1,920
Income tax effect of items within other comprehensive income	(633		)	(326		)	(1,710		)	(544		)
Other comprehensive income, net of income taxes	1,009			780			2,728			1,376
Total comprehensive income	$	51,167		$	30,733		$	105,389		$	111,500



	Class A Common Stock			Class B Common Stock					Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest		Total Stockholders’ Equity
	Shares	Par Value		Shares		Par Value			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest		Total Stockholders’ Equity
	(Unaudited) (In thousands, except per share data)
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	651,536	6							6,767										6,773
Conversion of Class B common stock to Class A common stock	1,450,000	15		(1,450,000	)	(15		)											—
Income tax benefit from exercise of stock options									2,029										2,029
Grant of restricted Class A common stock	98,866	1							201										202
Shares issued under employee stock purchase plan	35,622	1							813										814
Other comprehensive income, net of income taxes														2,728					2,728
Non-cash equity compensation									3,690										3,690
Net income											102,661								102,661
Balances, September 30, 2014	90,639,015	$	906	50,991,938		$	510		$	772,908	$	(368,508	)	$	(3,434	)	$	102	$	402,484



	September 30, 2014			December 31, 2013
	(Unaudited)
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	70,296		$	59,178
Restricted cash	51,511			50,833
Restricted investments, held to maturity, amortized cost	25,091			25,814
Accounts receivable, net	454,188			418,436
Equipment sales receivable	878			368
Income tax refund receivable	5,340			23,704
Inventories and supplies	20,736			18,430
Assets held for sale	5,752			19,268
Prepaid taxes, licenses, insurance and other	58,647			63,958
Deferred income taxes	42,281			46,833
Current portion of notes receivable	9,144			7,210
Total current assets	743,864			734,032
Property and equipment, at cost:
Revenue and service equipment	1,983,177			1,942,423
Land	117,183			117,929
Facilities and improvements	267,484			248,724
Furniture and office equipment	62,739			61,396
Total property and equipment	2,430,583			2,370,472
Less: accumulated depreciation and amortization	946,640			922,665
Net property and equipment	1,483,943			1,447,807
Other assets	47,038			57,166
Intangible assets, net	304,136			316,747
Goodwill	253,256			253,256
Total assets	$	2,832,237		$	2,809,008

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	165,734		$	118,014
Accrued liabilities	120,018			110,745
Current portion of claims accruals	82,809			75,469
Current portion of long-term debt and obligations under capital leases	76,138			75,056
Fair value of guarantees	—			366
Current portion of interest rate swaps	7,815			4,718
Total current liabilities	452,514			384,368
Revolving line of credit	82,000			17,000
Long-term debt and obligations under capital leases, less current portion	988,724			1,246,764
Claims accruals, less current portion	143,254			118,582
Fair value of interest rate swaps, less current portion	—			7,050
Deferred income taxes	448,240			484,200
Securitization of accounts receivable	315,000			264,000
Other liabilities	21			3,457
Total liabilities	2,429,753			2,525,421
Contingencies (note 13)
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; 90,639,015 and 88,402,991 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	906			883
Class B common stock, par value $0.01 per share; Authorized 250,000,000 shares; 50,991,938 and 52,441,938 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	510			525
Additional paid-in capital	772,908			759,408
Accumulated deficit	(368,508		)	(471,169		)
Accumulated other comprehensive loss	(3,434		)	(6,162		)
Noncontrolling interest	102			102
Total stockholders’ equity	402,484			283,587
Total liabilities and stockholders’ equity	$	2,832,237		$	2,809,008


	September 30, 2014								March 31, 2015
	Cost or		Gross Unrealized				Estimated				Gross Unrealized
	Amortized Cost		Gains		Temporary Losses		Fair Value		Cost or Amortized Cost		Gains		Temporary Losses			Estimated Fair Value
U.S. corporate securities	$	21,960	$	3	$	3	$	21,960
Foreign corporate securities	1,506		—		2		1,504
United States corporate securities									$	16,861	$	6	$	(3	)	$	16,864
Negotiable certificates of deposit	1,625		—		1		1,624		1,425		1		—			1,426
Total restricted investments	$	25,091	$	3	$	6	$	25,088	$	18,286	$	7	$	(3	)	$	18,290

	December 31, 2013								December 31, 2014
	Cost or		Gross Unrealized				Estimated				Gross Unrealized
	Amortized				Temporary		Fair		Cost or Amortized Cost		Gains		Temporary Losses			Estimated Fair Value
	Cost		Gains		Losses		Value
U.S. corporate securities	$	20,197	$	2	$	7	$	20,192
United States corporate securities									$	20,892	$	2	$	(10	)	$	20,884
Foreign corporate securities	3,502		—		—		3,502		1,503		—		—			1,503
Negotiable certificates of deposit	2,115		—		1		2,114		2,115		—		—			2,115
Total restricted investments	$	25,814	$	2	$	8	$	25,808	$	24,510	$	2	$	(10	)	$	24,502



	September 30, 2014		December 31, 2013
Land and facilities	$	1,904	$	14,627
Revenue equipment	3,848		4,641
Assets held for sale	$	5,752	$	19,268


(1)	The Company had outstanding letters of credit, primarily related to workers' compensation and self-insurance liabilities, of $100.3 million at March 31, 2015 and $100.3 million at December 31, 2014, under the revolving line of credit.



	September 30, 2014		December 31, 2013
Senior secured first lien term loan A tranche due June 2019	$	50,000	$	—
Senior secured first lien term loan B tranche due June 2021, net of $956 OID as of September 30, 2014	397,044		—
Senior secured first lien term loan B-1 tranche due December 2016	—		229,000
Senior secured first lien term loan B-2 tranche due December 2017	—		410,000
Senior secured second priority notes due November 15, 2018, net of $4,480 and $6,175 OID as of September 30, 2014 and December 31, 2013, respectively	423,596		493,825
Other	8,319		17,480
Total	878,959		1,150,305
Less: current portion	26,833		11,387
Long-term debt	$	852,126	$	1,138,918


(3)	Commencing in March 2017, the minimum quarterly principal payment amount on the Term Loan A is $11.3 million.



			Fair Value Measurements at Reporting Date Using
Description	Total Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of September 30, 2014
Interest rate swaps	$	7,815	$	—	$	7,815	$	—
As of December 31, 2013
Interest rate swaps	$	11,768	$	—	$	11,768	$	—


	Operating Income (Loss)										Depreciation and Amortization Expense
	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
	2014			2013		2014			2013		2015		2014
Truckload	$	71,186		$	58,053	$	172,689		$	165,070	$	28,610	$	30,245
Dedicated	23,692			20,508		56,334			63,725		14,273		12,405
Central Refrigerated	3,238			3,422		9,320			13,803		3,294		3,106
Intermodal	1,934			1,531		513			715		3,252		2,368
Subtotal	100,050			83,514		238,856			243,313		49,429		48,124
Non-reportable segment	(2,639		)	906		(1,253		)	11,091		7,498		8,051
Consolidated operating income	$	97,411		$	84,420	$	237,603		$	254,404
Consolidated depreciation and amortization expense											$	56,927	$	56,175



	Derivative Financial Instruments			Foreign Currency Transactions		Accumulated Other Comprehensive Loss
Balance as of December 31, 2013	$	(6,245	)	$	83	$	(6,162	)
Amounts reclassified from accumulated other comprehensive loss, net of income tax	2,728			—		2,728
Other comprehensive income, net of income taxes	2,728			—		2,728
Balance as of September 30, 2014	$	(3,517	)	$	83	$	(3,434	)

(Amounts in parenthesis indicate debits, or loss).



	Swift Transportation Company (Parent)		Swift Services Holdings, Inc. (Issuer)		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations for Consolidation			Consolidated
Cash and cash equivalents	$	—	$	—	$	61,972	$	8,324	$	—		$	70,296
Restricted cash	—		—		—		51,511		—			51,511
Restricted investments, held to maturity, amortized cost	—		—		—		25,091		—			25,091
Accounts receivable, net	—		—		29,566		428,333		(3,711		)	454,188
Intercompany receivable	119,902		315,358		—		56,589		(491,849		)	—
Other current assets	10,473		—		121,424		16,366		(5,485		)	142,778
Total current assets	130,375		315,358		212,962		586,214		(501,045		)	743,864
Property and equipment, net	—		—		1,447,056		36,887		—			1,483,943
Investment in subsidiaries	349,664		946,319		1,040,096		—		(2,336,079		)	—
Other assets	11,360		1,809		62,185		3,637		(31,953		)	47,038
Intangible assets, net	—		—		295,060		9,076		—			304,136
Goodwill	—		—		246,977		6,279		—			253,256
Total assets	$	491,399	$	1,263,486	$	3,304,336	$	642,093	$	(2,869,077	)	$	2,832,237
Intercompany payable	$	—	$	5,485	$	491,849	$	—	$	(497,334	)	$	—
Current portion of long-term debt and obligations under capital leases	609		—		71,877		23,112		(19,460		)	76,138
Other current liabilities	9,205		14,106		335,313		21,463		(3,711		)	376,376
Total current liabilities	9,814		19,591		899,039		44,575		(520,505		)	452,514
Long-term debt and obligations under capital leases, less current portion	—		423,596		562,776		3,061		(709		)	988,724
Deferred income taxes	—		—		452,525		7,499		(11,784		)	448,240
Revolving line of credit	—		—		82,000		—		—			82,000
Securitization of accounts receivable	—		—		—		315,000		—			315,000
Other liabilities	—		—		91,267		52,008		—			143,275
Total liabilities	9,814		443,187		2,087,607		422,143		(532,998		)	2,429,753
Total stockholders’ equity	481,585		820,299		1,216,729		219,950		(2,336,079		)	402,484
Total liabilities and stockholders’ equity	$	491,399	$	1,263,486	$	3,304,336	$	642,093	$	(2,869,077	)	$	2,832,237



	Swift Transportation Company (Parent)		Swift Services Holdings, Inc. (Issuer)		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations for Consolidation			Consolidated
Net income	$	50,158	$	27,561	$	89,959		$	4,247	$	(121,767	)	$	50,158
Other comprehensive income before income taxes:
Accumulated losses on derivatives reclassified to derivative interest expense	—		—		1,642			—		—			1,642
Other comprehensive income before income taxes	—		—		1,642			—		—			1,642
Income tax effect of items within other comprehensive income	—		—		(633		)	—		—			(633		)
Total comprehensive income	$	50,158	$	27,561	$	90,968		$	4,247	$	(121,767	)	$	51,167



ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)


~~(a)~~	~~Amortization of certain intangibles reflects the non-cash amortization expense relating to certain intangible assets identified in our 2007 going private transaction.~~


~~(b)~~	~~During the third quarter of 2014, certain operational software with a carrying amount of $2.3 million was replaced and written off, resulting in a pre-tax impairment charge of $2.3 million.~~


~~(c)~~	In the third quarter of 2013, Central incurred a $0.9 million one-time non-cash equity compensation charge for certain stock options that accelerated upon the closing of the acquisition of Central (the "Acquisition").


~~(a)~~	Represents recurring non-cash equity compensation expense on a pre-tax basis. In accordance with the terms of our senior credit facility agreement, this expense is added back in the calculation of Adjusted EBITDA for covenant compliance purposes.


~~(c)~~	~~Includes the items discussed in note (b) to the Adjusted Operating Ratio table above.~~


~~(d)~~	~~As a result of the Acquisition in the third quarter of 2013, both~~ Overview — Swift ~~and Central incurred transaction related expenses, including financial advisory and other professional fees related to the Acquisition.~~


~~(d)~~	~~Includes the item discussed in note (c) to the Adjusted Operating Ratio table above.~~


~~(e)~~	~~Includes the items discussed in note (d) to the Adjusted EBITDA table above.~~


(ii)	interest and derivative interest expense, including fees and charges associated with indebtedness, net of interest income,


(1)	Our method of computing Adjusted EBITDA is consistent with that used in our debt covenants, specifically our leverage ratio, and is also routinely reviewed by management for that purpose.


(2)	Non-cash equity compensation expense is presented on a pre-tax basis. In accordance with the terms of the 2014 Agreement, this expense is added back in the calculation of Adjusted EBITDA for covenant compliance purposes.


(3)	Refer to the "Loss on Debt Extinguishment" discussion under "Results of Operations — Consolidated Operating and Other Expenses," below.


(4)	Refer to "Non-cash Impairments of Non-operating Assets" discussion under "Results of Operations - Consolidated Operating and Other Expenses," below.


(ii)	amortization of the intangibles from our 2007 going-private transaction,


(1)	"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.


(i)	amortization of the intangibles from the 2007 Transactions,


(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.

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