Implementación de la propuesta pedagógica

Immediately prior to the IPO in December 2010, Swift Corporation merged with and into Swift Transportation Company, the registrant, with Swift Transportation Company surviving as a Delaware corporation. In the merger, all of the outstanding common stock of Swift Corporation was converted into shares of Swift Transportation Company Class B common stock on a one-for-one basis, and all outstanding stock options of Swift Corporation were converted into options to purchase shares of Class A common stock of Swift Transportation Company. All outstanding Class B shares are held by Jerry

Moyes directly or indirectly through various Moyes Affiliates.

The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to two votes per share on any matter to be voted on by the stockholders. Holders of Class A and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by law and except a separate vote of each class will be required for: a) any merger or consolidation in which holders

of shares of Class A common stock receive consideration that is not identical to holders of shares of Class B common stock; b) any amendment of Swift Transportation Company’s amended and restated certificate of incorporation or amended and restated bylaws that alters the relative rights of its common stockholders; and c) any increase in the authorized number of shares of Class B common stock or the issuance of shares of Class B common stock, other than such increase or issuance required to effect a stock split, stock dividend, or recapitalization pro rata with any increase or issuance of Class A common stock.

On December 31, 2013, the Moyes affiliates converted 53,298 shares of Class B common stock into Class A common stock on a one-for-one basis. On March 12, 2012, the Moyes affiliates converted 1,068,224 shares of Class B common stock into 1,068,224 shares of Class A common stock on a one-for- one basis. During December 2011, Cactus Holding Company II, LLC, an entity controlled by Mr. Moyes, converted 6,553,253 shares of Class B common stock into 6,553,253 shares of Class A common stock on a one-for-one basis. The shares were converted in connection with a pledge of securities to support a personal loan arrangement entered into by Cactus Holding Company II, LLC and related to Mr. Moyes.

2007 Stock Plan

Description of plan- General terms

The Company’s 2007 Omnibus Incentive Plan, as amended and restated (the “2007 Plan”), is stockholder approved and permits the payment of cash

incentive compensation and authorizes the granting of Stock Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units, Performance

Shares or Performance Share Units, Cash-Based Awards and Stock-Based Awards (each as defined in the 2007 Plan with reference to Shares) to its employees

and non-employee directors for up to 12 million shares of Class A common stock. As of December 31, 2013, the aggregate number of shares remaining

available for issuance pursuant to the 2007 Plan was 5.6 million.

Compensation expense related to awards under the 2007 Plan is recognized based on the number of awards expected to vest, which represents the awards granted less expected forfeitures over the life of the award, as estimated at the date of grant. Compensation expense is recorded for all stock options expected to vest based on the amortization of the fair value at the date of grant on a graded vesting attribution model basis primarily over the vesting period of the options. Unless a material deviation from the assumed forfeiture rate is observed during the term in which the awards are expensed, any adjustment necessary to reflect differences in actual experience is recognized in the period the award becomes payable or exercisable.

Compensation expense related to awards under the 2007 Plan is principally related to the issuance of stock options and restricted stock awards.

Compensation expense related to stock-based compensation

The components of compensation expense related to stock-based compensation were as follows (in thousands): 84

2013 2012 2011

(Recast) (Recast)

Stock options $ 3,359 $ 4,886 $ 6,861

Restricted stock awards and restricted stock units 887 4 140

Performance Shares 399 — —

Total compensation expenses $ 4,645 $ 4,890 $ 7,001

Income tax benefit $ 1,788 $ 1,883 $ 2,695

All stock-based compensation expense is recorded in salaries, wages and employee benefits expense in the Company’s consolidated statements of operations.

During 2010, the Company repriced approximately 4.3 million outstanding options whose exercise price was above the IPO price to the IPO price of $11.00 per share. These options were held by approximately 1,100 employees. This resulted in $5.6 million of incremental equity compensation expense to be recognized over the remaining service period of the repriced options through August 2013.

The following table presents the total unrecognized compensation expense related to stock-based compensation and the expected weighted average period over which these expenses will be recognized at (dollars in thousands):

December 31, 2013

Weighted Average

Expense Period

(Years)

Stock options $ 2,377 2.27

Restricted stock awards and restricted stock units $ 3,078 2.50

Performance Shares $ 9 5 6 2.15

Stock options

Stock options are the contingent right of award holders to purchase shares of Swift Transportation Company Class A common stock at a stated price for a limited time. For options granted prior to the Company's IPO in December 2010, the exercise price of options granted equaled or exceeded the estimated fair

value of the common stock on the date of grant. The estimated fair value of the common stock prior to the Company’s IPO in each case was determined by management based upon a number of factors, including the Company's discounted projected cash flows, comparative multiples of similar companies, the

lack of liquidity of the Company's common stock and certain risks the Company faced at the time of the valuation. For options granted after the Company’s IPO in December 2010, the exercise price of options granted equaled the fair value of the Company’s common stock on the date of grant. The fair value of the

Company’s common stock after the Company’s IPO was based on the closing price of the Company’s Class A common stock quoted on the NYSE on the

date of grant.

The options have a ten year contractual term and were granted to two categories of employees. The options granted to the first category of employees vest upon the occurrence of the earliest of (i) a sale or a change in control of the Company or, (ii) a five-year vesting period at a rate of 33 1/3% following the third anniversary date of the grant. The options granted to the second category of employees vest upon the later of (i) the occurrence of an initial public offering of the

Company or (ii) a five-year vesting period at a rate of 33 1/3% following the third anniversary date of the grant. To the extent vested, both types of options become exercisable simultaneous with the closing of the earlier of (i) an initial public offering, (ii) a sale, or (iii) a change in control of the Company. The

options granted in 2013 vest upon a three-year vesting period at a rate of 33 1/3% each year.

A summary of the activity related to stock options for the year ended December 31, 2013 was as follows:

Shares Under Option Weighted Average Exercise Price Average Remaining Contractual Term Aggregate Intrinsic Value (1)

(Years) (In thousands)

Outstanding at January 1, 2013 5,769,392 $ 10.39 5.79 $ 1,057 Granted 437,712 14.97 Exercised (1,210,184) 10.73 Expired (49,083) 10.82 Forfeited (162,704) 10.90 Outstanding at December 31, 2013 4,785,133 $ 10.70 5.28 $ 55,059

Aggregate number of stock options expected to vest at a future date

as of December 31, 2013 1,530,634 $ 10.81 7.28 $ 17,451

Exercisable at December 31, 2013 3,178,545 $ 10.65 4.28 $ 36,738

(1) The aggregate intrinsic value was computed using the closing share price on December 31, 2013 of $22.21 and on December 31, 2012 of $9.12, as applicable.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the date of grant. The following table presents the weighted average assumptions used to determine the fair value of stock options issued:

Year Ended December 31,

2013 2012 2011

Dividend yield —% —% —%

Risk-free rate of return 1.04% 1.20% 1.89%

Expected volatility 40.80% 41.40% 40.00%

Expected term (in years) 5.8 6.3 6.3

Weighted average fair value of stock options granted $ 5.90 $ 3.56 $ 4.74

The dividend yield assumption is based on anticipated dividend payouts. The risk-free interest rate assumption is based on the U.S. Treasury yield curve at the date of grant with maturity dates approximately equal to the expected life at the grant date. The Company estimates the expected volatility and expected

option life assumption consistent with ASC Topic 718, “Compensation - Stock Compensation.” Expected volatility is based upon an analysis of historical prices of similar market capitalized trucking group participants within the Dow Jones Total U.S. Market Index over the expected term of the options. The

Company chose a daily measurement interval for historical volatility as it believes this better depicts the nature of employee option exercise decisions being based on shorter-term trends in the price of the underlying shares rather than on monthly price movements. As a result of the inability to predict the expected future employee exercise behavior, the Company estimated the expected term of the options using a simplified method based on contractual and vesting terms

of the options. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those

awards that are expected to vest.

The following table summarizes information regarding the exercise of stock options (in thousands, except share data):

Year Ended December 31,

2013 2012 2011

Number of stock options exercised 1,210,184 24,427 22,519

Intrinsic value of stock options exercised $ 8,773 $ 25 $ 43

Cash received upon exercise of stock options $ 12,985 $ 268 $ 247

Income tax benefit (deficiency) $ 187 $ (370) $ (206)

A summary of the status of the Company's nonvested shares for the year ended December 31, 2013 is as follows:

Shares Weighted Average Fair Value Nonvested at January 1, 2013 2,043,281 $ 4.79 Granted 437,712 5.90 Vested (711,701) 5.56 Forfeited (162,704) 5.34 Nonvested at December 31, 2013 1,606,588 $ 4.66

The total fair value of the shares vested during the years ended December 31, 2013, 2012, and 2011 was $4.0 million, $10.0 million and $9.9 million,

respectively.

Restricted stock awards

Restricted stock awards are shares of Swift Transportation Class A common stock that are subject to forfeiture until the lapse of defined restrictions,

including time-based restrictions. Restricted stock awards are accounted for as equity awards. Accordingly, the estimated fair value of restricted stock awards is based upon the closing price of the Company’s Class A common stock on the date of grant.

These awards are generally in one of two forms: restricted stock grants or restricted stock units. The Company's board of directors are the recipients of restricted stock grants and are entitled to vote during the vesting period. The forfeiture restrictions associated with the restricted stock shares lapse on each of the first three anniversaries of the date of grant with respect to an equal installment of shares. In addition, any restricted stock shares acquired thereupon will

not be transferable for a period of four years from the date of grant, other than for applicable tax withholding purposes. Awards of restricted stock units are

generally limited to employees. A restricted stock unit represents a right to receive a common share of stock when the unit vests. Recipients of restricted stock units cannot vote during the vesting period. They forfeit their units if their employment terminates before the vesting date.

In 2013 and 2012, independent members of the Company’s board of directors were granted 10,480 and 11,676 restricted stock of Class A shares under

the 2007 Plan, respectively. During 2013, employees of the Company were granted 254,533 restricted stock units.

Performance Shares

Beginning in 2013, the Company granted certain members of executive management performance shares ("Performance Share Program"). The Performance Share Program provides for the issuance to each grantee of a number of shares of Swift's common stock at the end of a three-year period based upon the Company's achievement of performance criteria established by the Compensation Committee of the board of directors for the three-year period. The performance criteria are designed to focus management attention on two key factors that create long-term stockholder value: Leverage Ratio and Return on Net Assets each adjusted for leases.

The following table presents a summary of restricted stock awards, restricted stock units and performance shares activity for the year ended December 31, 2013:

Restricted stock awards and

restricted stock units Performance shares

Number of awards

Weighted Average Grant

Date Fair Value Shares

Weighted Average Grant Date Fair Value

Nonvested at January 1, 2013 17,905 $ 13.24 — $ — Granted 265,013 16.35 101,366 13.36 Vested (7,007) 13.24 — — Forfeited (3,755) 17.17 — — Nonvested at December 31, 2013 272,156 $ 16.20 101,366 $ 13.36 87

In 2012, the Company’s board of directors adopted and its stockholders approved the Swift Transportation Company 2012 Employee Stock Purchase

Plan (“2012 ESPP”). The 2012 ESPP is intended to qualify under Section 423 of the Internal Revenue Code and is considered noncompensatory. Pursuant to

the 2012 ESPP, the Company is authorized to issue up to 2 million shares of its Class A common stock to eligible employees who participate in the plan.

Employees are eligible to participate in the 2012 ESPP following at least 90 days of employment with the Company or any of its Participating Subsidiaries, as defined. Under the terms of the 2012 ESPP, eligible employees may elect to purchase common stock through payroll deductions, not to exceed 15 percent of their gross cash compensation, as defined. The purchase price of the common stock is 95 percent of the common stock’s fair market value quoted on the NYSE on the last trading day of each offering period. There are four three month offering periods corresponding to the calendar quarters. Each eligible

employee is restricted to purchasing a maximum of $6,250 of common stock during an offering period determined by the fair market value of the common

stock as of the first day of the offering period and $25,000 of common stock during a calendar year. Employees who own 5 percent or more of the total voting power or value of all classes of common stock are restricted from participating in the 2012 ESPP.

During the year ended December 31, 2013, the Company issued 73,365 shares, under the 2012 ESPP at an average price per share of $13.10 per share.

As of December 31, 2013, the Company is authorized to issue an additional 1.9 million shares under the 2012 ESPP.

Central Refrigerated Stockholder Loans Receivable

On March 8, 2013, Central loaned its majority stockholder $30.0 million in the form of an unsecured promissory note. This note was repaid by the

stockholder in connection with the acquisition of Central by the Company on August 6, 2013.