Offer to Exchange
9.25% Senior Secured Notes due 2020
(CUSIP: 466355AF1)
For 9.25% Senior Secured Notes due 2020
(CUSIP: 466355AE4 and U4687AAD8)
($375,000,000 in principal amount outstanding)

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, our new registered 9.25% Senior Secured Notes due 2020 (the "Exchange Notes") for all of our outstanding unregistered 9.25% Senior Secured Notes due 2020 (the "Original Notes"). We will not receive any proceeds from the exchange offer.

Terms of Exchange Notes. The terms of the Exchange Notes will be substantially identical to the Original Notes, except that the Exchange Notes will not be subject to transfer restrictions or registration rights relating to the Original Notes. See the section entitled "Description of the Exchange Notes" beginning on page 107 for more information about the Exchange Notes and related exchange guarantees to be issued in this exchange offer.

Expiration Date. The exchange offer expires at 5:00 p.m., New York City time, on June 13, 2016, unless extended.

Notes Exchanged; Withdrawal. All Original Notes tendered in accordance with the procedures in this prospectus and not withdrawn will be exchanged for an equal amount of Exchange Notes. You may withdraw your tender of Original Notes at any time before expiration of the exchange offer. We will exchange all of the Original Notes that are validly tendered and not withdrawn.

Conditions. The exchange offer is not conditioned upon a minimum aggregate principal amount of Original Notes being tendered. The exchange offer is subject only to the conditions that it not violate applicable laws or any applicable interpretation of the staff of the Securities and Exchange Commission ("SEC").

Guarantees. We are also offering to exchange the guarantees associated with the Original Notes (the "Original Guarantees"), for the guarantees associated with the Exchange Notes (the "Exchange Guarantees"). The terms of the Exchange Guarantees will be substantially identical to the Original Guarantees, except that the Exchange Guarantees will not be subject to the transfer restrictions or registration rights relating to the Original Guarantees.

Market for Exchange Notes. There is no existing market for the Exchange Notes, and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system.

If you do not exchange your Original Notes and related Original Guarantees for Exchange Notes and related Exchange Guarantees in the exchange offer, you will continue to be subject to the restrictions on transfer provided in the Original Notes and related Original Guarantees and the indenture governing those notes. In general, you may not offer or sell your Original Notes and related Original Guarantees unless such offer or sale is registered under the federal securities laws or they are sold in a transaction exempt from or not subject to the registration requirements of the federal securities laws and applicable state securities laws.

See "Risk Factors" beginning on page 21 for a discussion of certain risks that you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the 180-day period following the closing of the exchange offer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that during the 180-day period following the closing of the exchange offer we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

In making your decision regarding participation in the exchange offer, you should rely only on the information contained or incorporated by reference in this prospectus. This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We have not authorized anyone to provide you with any other information. We are not making an offer of these securities in places where offers and sales are not permitted. The information contained in this prospectus and any applicable prospectus supplement is accurate only on the date such information is presented. Our business, financial condition, results of operations and prospectus may have changed since that date.

This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to

constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits, can be read on the website of the SEC or at the offices of the SEC as further described in "Where You Can Find More Information." You may obtain a copy of the registration statement and its exhibits, free of charge, by oral or written request directed to: Jack Cooper Holdings Corp., 1100 Walnut Street, Suite 2400, Kansas City, Missouri 64106. The exchange offer is expected to expire on June 13, 2016 and you must make your exchange decision by this expiration date. To obtain timely delivery of the requested information, you must request this information by June 6, 2016, which is five business days before the expiration date of the exchange offer.

This prospectus contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are any statements not based on historical information. Statements other than statements of historical facts included in this prospectus, including, without limitation, statements regarding our future financial position and results of operations, business strategy, budgets, projected costs and plans and objectives of management for future operations are "forward looking statements." Forward-looking statements include statements preceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project," "intend," "understands" or similar expressions and the negative of such words and expressions, although not all forward-looking statements contain such words or expressions.

Forward-looking statements are only predictions and are not guarantees of performance and involve certain risks, uncertainties and assumptions that are difficult to predict. These statements generally relate to our plans, objectives and expectations for future operations and are based on management's beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate, which could cause actual results that differ materially from those contained in any forward-looking statement and we can give no assurance that the forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, include, but are not limited to, the following:

Although we believe the forward-looking statements in this prospectus are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Further, forward-looking statements speak only as of the date of this prospectus and we do not undertake any obligation to publicly update or revise any such statements. We urge you not to unduly rely on forward-looking statements contained in this prospectus.

Certain market and industry data included in this prospectus and our position and the positions of our competitors within these markets are based on estimates of our management, which are primarily based on our management's knowledge and experience in the markets in which we operate. Although we believe all of these estimates were reasonably derived, you should not place undue reliance on them as estimates are inherently uncertain. Other market and industry data was provided by Freedonia Group, Inc., a division of Marketresearch.com ("Freedonia"), Wards Automotive, IHS, Inc. and Manheim Auctions, Inc. Industry and market publications and surveys indicate that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein.

PROSPECTUS SUMMARY

This summary highlights information from this prospectus, but does not contain all material features of the exchange offer. To understand all of the terms of the exchange offer and for a more complete understanding of our business, you should carefully read the entire prospectus and the documents incorporated by reference in this prospectus.

In this prospectus, references to "we," "our," "us," "the Company" or "JCHC" mean Jack Cooper Holdings Corp. and its subsidiaries. Additionally, we use the term "Original Notes" to refer to the 9.25% Senior Notes due 2020 that were issued by the Company, pursuant to that certain Indenture, dated as of June 18, 2013, by and among the Company, the guarantors party thereto and U.S. Bank, National Association, as trustee (as amended or supplemented, the "Indenture"); the term "Exchange Notes" to refer to the 9.25% Senior Secured Notes due 2020 that have been registered under the Securities Act and are being offered in exchange for the Original Notes as described in this prospectus; the term "Existing Guarantees" to refer to the guarantees related to the Original Notes; the term "Exchange Guarantees" to refer to the guarantees related to the Exchange Notes.

Company Overview

We are a transportation and logistics provider and a leading over-the-road finished vehicle logistics, or FVL, company in North America. We provide premium asset and non-asset based solutions to the global new and used vehicle markets, specializing in light vehicle transportation and other logistics services for major original equipment manufacturers, or OEMs, and fleet ownership companies, remarketers, wholesalers and consignors. We offer a broad, complementary suite of asset and non-asset based transportation and logistics solutions through a fleet of 2,421 active rigs as of December 31, 2015 and a network of 57 strategically located terminals across North America. We believe our scale and full range of over-the-road transportation and value-added logistics services, offered in over 85 locations across the U.S., Canada and Mexico allow us to operate efficiently and deliver superior customer service, which we believe gives us a competitive advantage in maintaining and winning new business. In 2015, we transported over four million finished vehicles, which we believe is significantly higher than the number of units transported by our nearest competitor.

Since 2008, we have undertaken a number of strategic operational initiatives and completed five acquisitions. In December 2013, we completed the acquisition of substantially all of the assets of Allied Systems Holdings, Inc., or the Allied Acquisition, and certain of its wholly-owned subsidiaries, or the Allied Sellers, following which we became the largest over-the-road FVL provider in North America. We believe we are ideally positioned to capitalize on favorable growth and modal shifts in the global FVL industry (which includes all modes of transportation, whether truck, rail or ship), as well as expand into other related industries that require highly specialized or customized asset and non-asset based solutions.

We provide a critical component of the automotive supply chain, serving as a primary link in the delivery of finished vehicles from manufacturing plants, vehicle distribution centers, or VDCs, seaports and railheads to new vehicle dealerships. We operate primarily in the short haul segment of the U.S. automotive transportation market for new and pre-owned passenger vehicles, light trucks, sport utility vehicles and transit vans, with an average length of haul of approximately 200 miles. We operate the largest active fleet in the North American auto hauling industry, with 3,197 useable rigs as of December 31, 2015, of which 2,421 are active, compared to approximately 2,036 rigs owned or leased by our next largest competitor. We believe our sufficiently large fleet of useable rigs allows us to flex capacity and meet future customer needs. Our excess capacity is a direct result of the Allied Acquisition, and we believe that our spare capacity is not typical in the industry.

In addition to our asset-based transportation solutions, we provide our customers with a broad range of complementary non-asset based logistics and value-added services. Logistics services include

freight brokering as well as international shipping services for light vehicles, heavy class trucks, and equipment in the "high and heavy" category (construction, mining, and agriculture equipment, as well as buses) through our non-vessel operating common carrier, or NVOCC, subsidiary. Value-added services include the installation of OEM order accessories, claims management, vehicle inspection, including a high definition photography application for vehicle inspectors, and title and supply chain management services, as well as rail and yard management and port processing. Since 2010, we have grown our logistics business revenue from zero to approximately $62.0 million of annual revenue. During the year ended December 31, 2015, we expanded our non-asset based value added service offerings through the use of vehicle photography in the inspection process for remarketing purposes. We believe we will continue to expand our non-asset based revenue with limited incremental investment. We are also exploring expansion of our Mexican operations.

Our largest customers include General Motors Company, or GM, Ford Motor Company, or Ford, and Toyota Motor Sales, USA, Inc., or Toyota, for whom we have provided service for 87, 22 and 36 years, respectively. We have become a trusted provider for our OEM customers, working closely with them on their logistics needs. In recent years, as a demonstration of our operational excellence and service, we were the first-ever auto carrier and one of just 68 and 82 companies, respectively, among GM's approximately 20,000 suppliers to receive the GM Supplier of the Year Award. Also, in May 2014, Ford management presented us with the Ford 2013 World Excellence Award. In addition to the services we provide to OEMs, we also provide services to a growing number of customers in the remarketed vehicle market, allowing us to leverage our existing infrastructure to achieve accretive high margin and incremental backhaul revenue. Our largest customer in the remarketed vehicle market is Ford, for whom we are the primary third-party logistical provider. We believe that our broad geographic footprint, breadth of services and operating expertise can be applied to further build our customers' operations both in North America and globally.

We have two reportable segments, the Transport segment and the Logistics segment. The Transport segment includes the following companies:

•: Jack Cooper Transport Company, Inc., or Jack Cooper Transport, founded in 1928, started as a carrier for GM products in Kansas City, Missouri. As of December 31, 2015, Jack Cooper had 57 terminals primarily in the Midwestern and Eastern half of the U.S. and Canada. Jack Cooper is the parent of Auto Handling Corporation, or Auto Handling, Pacific Motor Trucking Company, or Pacific, and Jack Cooper Transport Canada, Inc., or JCT Canada.
•: Auto Handling, established in 1972, provides yard management services at six Jack Cooper terminals, including rail loading and unloading, receiving vehicles at manufacturing plants, shuttling and baying of vehicles, and scanning and dispatching vehicles.
•: Pacific, a transport company, had principal operations on the west coast of the United States. Pacific discontinued its operations during the second quarter of 2015.
•: JCT Canada, established in January 2010, and its subsidiaries: Jack Cooper Canada 1 Limited Partnership and Jack Cooper Canada 2 Limited Partnership. Together, JCT Canada operates 14 terminals across Canada.

The Logistics segment is comprised of the following companies:

•

Jack Cooper Logistics, LLC, or JCL, established on November 9, 2010 to engage in the global non-asset based automotive supply chain for new and used finished vehicles. JCL has the following subsidiaries:

•: Axis Logistics Services, Inc., which was formed in connection with the Allied Acquisition, conducts a brokerage business.

•

Jack Cooper CT Services, Inc., which was formed in connection with the Allied Acquisition, provides vehicle inspection and title storage services for pre-owned and off-lease vehicles.

•

Auto Export Shipping, Inc., or AES, was acquired on June 10, 2011 to provide the brokering of the international shipment of cars and trucks from various ports in the U.S. to various international destinations on third-party ships.

•

Jack Cooper Rail & Shuttle, Inc., which was formed in connection with the Allied Acquisition, provides shuttle services to local rail yards.

•

JCH Mexico, a Mexican entity, or Axis Mexico, provides logistics services to new vehicle manufacturers and rail and truck transportation companies in Mexico. Its subsidiaries include:

•: AXIS Operadora Hermosillo S.A., which is 99.998%-owned by JCH Mexico, a holding company, and .002%-owned by JCL;
•: AXIS Operadora Mexico S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL;
•: AXIS Operadora Guadalajara S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL;
•: AXIS Operadora Monterrey S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL; and
•: AXIS Logistica S. de R.L., which is 99%-owned by JCH Mexico and 1%-owned by JCL.

2015 Developments

Term Loan

On March 31, 2015, we entered into a senior secured term loan facility in the principal amount of $62.5 million, issued at a 4.0% discount with MSDC JC Investments, LLC, as agent and lender, or MSDC. MSDC is an affiliate of MSD Credit Opportunity Fund L.P., a Class B stockholder of our parent company Jack Cooper Enterprises, Inc., or JCEI. The term loan had an original maturity date of April 2, 2017. We used the proceeds from the term loan to pay down outstanding borrowings on our revolving credit facility with Wells Fargo Capital Finance, LLC and for general corporate purposes. On December 23, 2015, we entered into an amendment to the term loan, which extended the maturity date to October 18, 2018 and increased the interest rate by 1.0% per annum. As a result, effective January 2, 2016, the term loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum.

Terminal Closures

In the fourth quarter of 2015, management made the determination to close two Canadian terminals due to continued losses attributable to those locations. The closure of the terminals is expected to occur during the first half of 2016. Further, during the second quarter of 2015, the Company closed one terminal in California as the Company ceased servicing that terminal's hauling routes, and significantly scaled back the operations of a Canadian terminal during the third quarter of 2015 as a result of certain hauling routes related to that terminal not meeting management's performance expectations.

Industry Overview

We operate in the global FVL industry. Our industry includes (i) the process through which new and used vehicles are transported from a point of origin to a final destination and (ii) value-added logistics services that are performed on vehicles while they are in transit to their final destination. According to the distance between a vehicle's point of origin and its destination, over-the-road truck carriers either transport vehicles directly from origin to destination or work in concert with railroads and/or seafaring vessels to deliver vehicles. Value-added logistics services performed in the FVL industry include yard management, port processing, technical services, inspections and third-party logistics management services.

The vehicle transportation segment of the FVL industry is typically split into two main markets: the original equipment manufacturer FVL market, or the OEM FVL market, which transports new vehicles, and the previously owned vehicle, also called remarketed, FVL market, or the POV FVL, which transports used vehicles. Vehicles transported in the OEM FVL market are shipped by automotive manufacturers, while used vehicles transported in the POV FVL market are typically shipped by commercial auction houses, rental car companies and auto dealer groups. The total number of vehicles transported in the OEM FVL market in U.S. and Canada is projected to be approximately 21.4 million vehicles in 2016 based on seasonally adjusted annual rate, or "SAAR", of new light vehicle sales, plus those vehicles that are produced for export markets. In the case of the POV FVL market, while between 42 million and 44 million used vehicles change hands on average on an annual basis, an estimated 28 million vehicles require transportation services, according to Freedonia.

The distance from a new vehicle's point of origin to its final delivery point typically determines the means of transportation that will carry it to its final destination. Management believes that while historically a large percentage of new vehicles were transported by railroads for the longest legs (above 350 miles), virtually all finished vehicles will be transported by car-haul at some point in the finished vehicle supply chain.

The FVL industry also incorporates a wide array of value-added services performed on vehicles while they are in transit to their final destination. These services include yard management, port processing, technical services, inspections and third-party logistics management services.

Yard Management Services—Yard management services include rail loading and unloading, receiving vehicles from manufacturing plants, shuttling and baying of vehicles, and scanning and dispatching vehicles.

Port Processing Services—Port processors receive vehicles shipped to ports and process them for distribution via truck or rail. Services provided by port processors include inventory management, storage, vehicle preparation and transport scheduling.

Technical Services—Technical services include a variety of services, including accessory fittings and installations, repairs, storage management, vehicle washing, cleaning services, parts handling, road testing and surveys.

Inspection Services—Inspection services include inspections on shipped vehicles in order to limit their liability as transportation modes change. During transit from origin to destination, domestically shipped vehicles typically undergo three to five inspections, while internationally shipped vehicles typically undergo four to six inspections. Inspections consist of basic functional and mechanical checks, pure cosmetic checks and final conditioning before customer delivery.

Third-Party Logistics Management Services—Third-party logistics management services include network design, remarketing and web-based claims management.

Business Strategy

Continue to Drive Sustainable Organic Growth. We are focused on strengthening our core asset-intensive transport and complementary asset-light logistics business that makes us who we are today.

•

Further Penetrate North American FVL Market. We believe the strong rebound in light vehicle sales and production combined with a structural capacity shortage provides us with continued growth opportunities with both existing and new customers in the new and remarketed vehicle markets. Since 2009, we received increased business from or won new contracts with GM, Ford, Toyota, Nissan Motor Corporation, or Nissan, Hyundai/Kia Automotive Group, or Hyundai/Kia, and Chrysler Group LLC, or Chrysler.

•

Capitalize on Secular Off-Rail Modal Shift. Management believes that while a large percentage of all new and used vehicles were transported historically by railroads for the longest legs (above 350 miles) in North America, the FVL industry is currently undergoing a shift to off-rail transportation. Based on forecasted demand, we believe there will continue to be a significant shortage in the supply of capacity provided by both auto carriers and rail carriers. Following the 2008 economic downturn, there has been a reduction in capacity caused by the continued aging of the auto carrier fleet, ongoing scrapping and attrition of rigs and limited capacity for capital expenditures. We expect the industry dislocation between supply and demand to increase. Our large fleet, including our parked, roadworthy rigs, provides us with attractive growth opportunities compared to many of our competitors and new entrants into the market in the face of this structural capacity shortage. Management believes new production geographical and shipping patterns are leading to longer trips. Further, railcar scrapping and insufficient railcar production have also led to an increase in the number of vehicles awaiting transport. We believe auto carriers are positioned to continue to gain market share from rail carriers given the shortage of rail capacity and the flexibility of the auto carrier network to provide last mile, just-in-time and time-definite delivery service to OEMs looking to rapidly change over models and reduce inventory levels at manufacturing plants and dealerships.

•

Grow and Broaden our FVL Service Offering. We intend to diversify across the FVL value chain and build interdependency with our customers by growing and expanding our logistic services. In particular:

•: We anticipate growth in our inspections business will be driven by the increased volume of vehicles needing inspection fueled by growth of lease returns, vertical integration of services currently performed, as well as technology-enabled efficiencies.
•: We expect growth in our title business to come from increased pricing, faster rotation of vehicles within fleets, and the provision of additional secure storage services and adjacent administrative services.
•: We anticipate growth of our business in Mexico, which accounted for 0.6% of our total revenues for the year ended December 31, 2015, will be driven by increased automotive production in Mexico and continued opportunity for "batch and hold" work, which is typically driven by model changes or other process changes, which may become more frequent as more vehicle models are produced in Mexico.

Leveraging our asset-light and asset-heavy segments will, we believe, increase interdependencies with existing customers and strengthen our brand. This, in turn, can lead to new customer relationships. By increasing volumes, we intend to further build the scale of our core business, allowing us to better serve our customers and thus creating a virtuous cycle. We will use this to drive our business model of diversification throughout the entire FVL value chain.

•: Increase our Remarketed FVL Customer Base. As a large-scale, full service provider, our services are increasingly attractive to our remarketed vehicle customers. The U.S. remarketed FVL market was nearly $3 billion in annual revenue in 2015, of which we currently have a negligible market share. This untapped market is an area of focus for additional growth, as we have existing relationships with many of the major customers, such as Avis Budget Group, Hertz Rent-A-Car and Enterprise Rent-A-Car, and the capacity to service others. We could further profit from this market by developing a synergistic backhaul network, filling rigs that would normally be empty on return trips. The incremental revenue would come at little additional cost and would also allow us to bid more competitively and win new business, further increasing our service to the remarketed vehicle market.
•: Expand Market through Transportation of Non-Auto Based Products. On average, our rigs are empty on over 70% of their backhaul miles. On December 4, 2015, the Fixing America's Surface Transportation Act, or the FAST Act, was signed into law. The FAST Act will allow us to transport non-auto based cargo on the trailers of our rigs, which we expect will allow us to leverage our fleet to transport on our backhauls materials ranging from commodities, such as timber, to specialty products, such as utility vehicles. The FAST Act also provides for an additional five feet of total length for automobile transporters, changing the current federal limit from 75 feet to 80 feet. Additionally, front and rear overhang limits are now increased by three feet in the front and four feet in the rear, to a total allowance of four feet front overhang and six feet rear overhang. This results in a total load length (truck with overhang) of 90 feet, which we believe would allow us to increase our load factor and improve our margins in future periods without incremental equipment investment.
•: Exploit Potential Operational Efficiencies. We have expanded our efforts to better utilize our 57 terminals to achieve networking efficiencies. Over the latter part of 2014 and the beginning of 2015, our senior management and operational teams have developed a proprietary model to help us better calculate and measure our rigs' load factor (the number of vehicles our rigs carry per trip) and load efficiency (the driven distance from the point of origin to the desired delivery point if driven by the most direct practical route divided by loaded miles) to minimize all out-of-route miles (the number of additional miles our rigs will drive—either on an outbound head haul or to realize a back haul networking opportunity). With this model in use, we have been able to reduce out of route miles and increase backhaul revenue, as we can more accurately predict and quantify how our rigs are deployed.

Continue Disciplined Value-Based Acquisitions. We intend to utilize the skills we have developed from serving OEM customers for 87 years to expand both within and beyond the North American FVL market.

•: Pursue Acquisitions in the Global FVL Sector. We believe the size and scope of our operations afford us significant efficiencies. Since 2008, we have completed five acquisitions, all of which we have integrated into our existing business. We believe we are well-positioned to pursue opportunities that will provide us with platforms for strong, long-term growth and strengthen our competitive positioning. Our goal is to continue to pursue strategic acquisitions within our existing industry that will expand our geographic presence, broaden our product and service offering and allow us to move into adjacent markets.

•: Continue to Profitably Expand into Asset-Light Verticals. Since 1928, we have provided highly complex and valuable transportation and logistics services to OEMs. We believe the expertise that we have developed over the last 87 years in distributing new vehicles is highly transferable to other verticals in the FVL market. In November 2010, we launched JCL to provide vehicle distribution and transportation brokerage primarily to the auction and rental car markets, complementing our existing services. Similarly, in June 2011, we acquired AES to provide NVOCC international shipping services for cars, trucks and construction equipment from ports in the U.S. to international destinations on third party ships, further leveraging the expertise developed by serving our OEM customers. As a result of the Allied Acquisition completed in December 2013, we have grown our auto brokerage business and expanded geographically (e.g. in Mexico and Canada) as well as expanded our suite of asset-light services offered (e.g. adding inspections and title management). We aim to develop greater diversification in global logistics and transportation.
•: Expand into Attractive Adjacent Market Opportunities. As supply chain requirements have continued to evolve, we have seen an increased focus on the need for premium freight logistics. We believe this market is characterized by stringent customer delivery requirements, special handling requirements, high-value freight, special permit needs and additional complexities that demand customized solutions.

Ratio of Earnings to Fixed Charges

The following summary is qualified by the more detailed information appearing in the computation table found in Exhibit 12.1 to the registration statement of which this prospectus is a part and the historical financial statements, including the notes thereto, included in this prospectus.

The following table sets forth our earnings to fixed charges for the years ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011.

	Year Ended December 31,

	2015	2014	2013	2012	2011
Ratio of Earnings to Fixed Charges(1)	(2)	(2)	0.16	0.83	(2)

(1): For purposes of computing the ratio of earnings to fixed charges, "earnings" are defined as (i) net loss before income taxes less (ii) net loss (income) attributable to noncontrolling interest plus (iii) fixed charges. "Fixed charges" consist of interest on all indebtedness, amortization of debt expense, plus an estimated interest component of rent expense.
(2): Earnings were insufficient to cover fixed charges by $68.9 million, $61.5 million and $26.3 million for the years ended December 31, 2015, 2014 and 2011, respectively.

Corporate Information

The Company was originally formed as IEP Carhaul LLC, a Delaware limited liability company, on May 6, 2009, and subsequently changed its name to Jack Cooper Holdings LLC on June 1, 2010 through a corporate reorganization. On November 29, 2010, the Company converted its corporate structure from a limited liability company to a corporation and changed its name to Jack Cooper Holdings, Corp.

Originally, our automotive transportation business was the product of the combination of two companies in the automotive carrier sector, Active Transportation Company LLC and Jack Cooper, which were acquired in January 2008 and May 2009, respectively. In March 2011, we added DMT

Trucking, Inc., a carhaul transportation company, and on December 27, 2013, we completed the Allied Acquisition.

The Allied Sellers were debtors in Chapter 11 bankruptcy cases pending in the United States Bankruptcy Court for the district of Delaware and in certain cases under Part IV of the Companies' Creditors Arrangement Act pending in the Ontario Superior Court of Justice. The assets acquired in the Allied Acquisition, or the Allied Assets, included 2,191 rigs, including approximately 831 active rigs, certain receivables and real property. Further, as a result of the Allied Acquisition, we increased the number of terminal locations that we operate by 17 active terminals in the U.S., of which three were combined with existing terminals of Jack Cooper Transport, and ten terminals in Canada, which resulted in a net addition of 24 transport terminal locations to Jack Cooper Transport's existing transport terminal base. We also created or acquired new operating companies including: Axis Logistic Services, Inc., Jack Cooper CT Services, Inc., Jack Cooper Rail & Shuttle, Inc., Axis Mexico and two new Canadian operating companies.

JCHC is headquartered in Kansas City, Missouri. Our headquarters are located at 1100 Walnut Street, Suite 2400, Kansas City, Missouri 64106. Our telephone number is (816) 983-4000 and our website is located at www.jackcooper.com. The information contained on our website is expressly not incorporated by reference into this prospectus.

Implications of Being an Emerging Growth Company

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. While certain of the exemptions afforded to emerging growth companies in their initial equity offering are not available to us as a debt-only issuer, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to companies that are not "emerging growth companies." These provisions include, among other matters:

•: an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting;
•: an exemption from new or revised financial accounting standards until they would apply to private companies with no pending registration statement and from compliance with any requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation; and
•: reduced disclosure about the emerging growth company's executive compensation arrangements.

We have elected to adopt these exemptions, with the exception of the exemption for compliance with new or revised accounting standards.

As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other companies in which you hold securities.

We will remain an "emerging growth company" until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion by us of an initial public offering of our equity, if any, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Summary of the Terms of the Exchange Offer

On June 18, 2013, the Company issued $225.0 million aggregate principal amount of its 9.25% Senior Secured Notes due 2020 and on January 7, 2014, the Company issued $150.0 million aggregate principal amount of additional 9.25% Senior Secured Notes due 2020 in redemption of certain notes that were issued by its wholly owned finance subsidiary on November 7, 2013 in connection with the Allied Acquisition, in each case, pursuant to the Indenture. In connection with the issuances of the Original Notes, we entered into registration rights agreements in which we agreed that you, as a holder of unregistered Original Notes, would be entitled to exchange your unregistered Original Notes for Exchange Notes registered under the Securities Act. The exchange offer is intended to satisfy these rights and the Exchange Notes will not receive additional interest as a result. Holders of the Original Notes who do not tender their notes in the Exchange Offer will have no further rights under the registration rights agreements, including registration rights and the right to receive additional interest.

The Exchange Notes will be our obligation and will be entitled to the benefits of the Indenture relating to the Exchange Notes. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes, except that the Exchange Notes will:

•: have been registered under the Securities Act and, therefore, will contain no restrictive legends;
•: not have registration rights;
•: not have rights to additional interest; and
•: bear different CUSIP and ISIN numbers from the Original Notes.

You should read the discussion under the heading "The Exchange Offer" beginning on page 175 and "Description of the Exchange Notes" beginning on page 105 for further information about the exchange offer and the Exchange Notes.


*The Exchange Offer*		We are offering to exchange up to $375,000,000 aggregate principal amount of Exchange Notes for an identical principal amount of Original Notes.
*Expiration of the Exchange Offer*		The exchange offer will expire at 5:00 p.m., New York City time, on June 13, 2016, unless we extend the exchange offer, in which case the expiration date will mean the latest date and time to which we extend the exchange offer. See "The Exchange Offer—Expiration Date; Extensions; Amendments."
*Procedures for Tendering Original Notes Held in the Form of Book-Entry Interests*		The Original Notes were issued as global securities and were deposited with U.S. Bank who holds the Original Notes as the custodian for The Depository Trust Company, or DTC. Beneficial interests in the Original Notes are held by participants in DTC on behalf of the beneficial owners of the Original Notes. We refer to beneficial interests in notes held by participants in DTC as notes held in book-entry form. Beneficial interests in notes held in book-entry form are shown on, and transfers of the notes can be made only through, records maintained in book-entry form by DTC and its participants.


		If you are a holder of an Original Note held in the form of a book-entry interest and you wish to tender your book-entry interest for exchange in the exchange offer, you must transmit to U.S. Bank, as exchange agent, on or prior to the expiration date of the exchange offer, the following:
		• a computer-generated message transmitted by means of DTC's Automated Tender Offer Program, or ATOP, system that, when received by the exchange agent will form a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal; and
		• a timely confirmation of book-entry transfer of your Original Notes into the exchange agent's account at DTC, according to the procedure for book-entry transfers described in this prospectus under the heading "The Exchange Offer—Procedures for Tendering."
*Procedures for Tendering Original Notes Held in Certificated Form*		If you hold your Original Notes in certificated form and wish to accept the exchange offer, sign and date the letter of transmittal, and deliver the letter of transmittal, along with certificates for the Original Notes and any other required documentation, to the exchange agent on or before the expiration date in accordance with the instructions contained in this prospectus and the letter of transmittal.
*Special Procedures for Beneficial Owners*		If you are a beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender those Original Notes in the exchange offer, please contact the registered holder as soon as possible and instruct them to tender on your behalf and comply with the instructions in this prospectus and the letter of transmittal.
*Guaranteed Delivery Procedures*		If you are unable to deliver the Original Notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable ATOP procedures prior to the expiration date, you may tender your Original Notes according to the guaranteed delivery procedures described in this prospectus under the heading "The Exchange Offer—Guaranteed Delivery Procedures."
*Withdrawal Rights*		You may withdraw the Original Notes you tendered by furnishing a notice of withdrawal to the exchange agent or by complying with applicable ATOP procedures at any time before 5:00 p.m. New York City time on the expiration date. See "The Exchange Offer—Withdrawal of Tenders."


*Acceptance of Original Notes and Delivery of Exchange Notes*		If the conditions described under "The Exchange Offer—Conditions" are satisfied, we will accept for exchange any and all Original Notes that are properly tendered and not withdrawn before the expiration date. See "The Exchange Offer—Procedures for Tendering." If we close the exchange offer, the Exchange Notes will be delivered promptly following the expiration date. Otherwise, we will promptly return any Original Notes accepted.
*Consequences of Failure to Exchange*		If you do not exchange your Original Notes for Exchange Notes, you will continue to be subject to the restrictions on transfer provided in the Original Notes and in the Indenture. In general, the Original Notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not intend to register the Original Notes under the Securities Act. Further, additional interest will cease to accrue upon the consummation of the exchange offer, whether or not you participate in the exchange offer.
*Registration Rights*		You are entitled to exchange your Original Notes for Exchange Notes with substantially identical terms. This exchange offer satisfies this right. After the exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your Original Notes.
*Resales*		We believe that you can offer for resale, resell and otherwise transfer the Exchange Notes without complying with the registration and prospectus delivery requirements of the Securities Act so long as:
		• you acquire the Exchange Notes in the ordinary course of business;
		• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes;
		• you are not an affiliate of ours; and
		• you are not a broker-dealer.
		If any of these conditions is not satisfied and you transfer any Exchange Notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability.


*Broker-Dealer*		Each broker-dealer acquiring Exchange Notes issued for its own account in exchange for Original Notes, which it acquired through market-making activities or other trading activities, must acknowledge that it will deliver a proper prospectus when any Exchange Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the Exchange Notes issued in the exchange offer.
*Conditions to the Exchange Offer*		Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for, any Original Notes is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. We currently except that each of the conditions will be satisfied and that no waivers will be necessary. See "Exchange Offer—Conditions to the Exchange Offer."
*Federal Income Tax Considerations*		The exchange of Original Notes for Exchange Notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See "The Exchange Offer—Federal Income Tax Consequences" and "Certain U.S. Federal Income Tax Considerations" for a discussion of U.S. federal income tax considerations you should consider before tendering your Original Notes in the exchange offer.
*Use of Proceeds*		We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer.
*Exchange Agent*		U.S. Bank National Association is serving as exchange agent for the exchange offer. The address for the exchange agent is listed under "The Exchange Offer—Exchange Agent." If you would like more information about the procedures for the exchange offer, you should call the exchange agent at (800) 934-6802. The facsimile number for the exchange agent is (651) 466-7372, Attention: Specialized Finance.

See "The Exchange Offer" for more detailed information concerning the terms of the exchange offer.

The Exchange Notes

The form and terms of the Exchange Notes to be issued in the exchange offer are the same as the form and terms of the Original Notes, except that the Exchange Notes will be registered under the Securities Act and, accordingly, will not bear legends restricting their transfer and will not be entitled to any rights under the registration rights agreements. The Exchange Notes issued in the exchange offer will evidence the same debt as the Original Notes, and both the Original Notes and the Exchange Notes are governed by the same indenture.


*Issuer*		Jack Cooper Holdings Corp.
*Title*		$375,000,000 aggregate principal amount of 9.25% Senior Secured Notes due 2020.
*Maturity Date*		June 1, 2020.
*Interest*		We will pay interest on the Exchange Notes at an annual interest rate of 9.25%. We will make interest payments on the Exchange Notes semi-annually in cash in arrears on June 1 and December 1, beginning December 1, 2016.
*Guarantees*		The Exchange Notes will be guaranteed on a senior secured basis by each of our existing and future direct and indirect domestic wholly-owned "restricted subsidiaries," subject to certain exceptions. The guarantors of the Exchange Notes also guarantee our obligations under our revolving credit facility and outstanding term loan.
*Ranking*		The Exchange Notes and Exchange Guarantees will be our and the guarantors' senior secured obligations. The guarantors of the Exchange Notes also guarantee our obligations under our revolving credit facility and outstanding term loan. The Exchange Notes and Exchange Guarantees will:
		• rank equal in right of payment to our and the guarantors' existing and future senior obligations;
		• rank senior in right of payment to all of our and the guarantors' existing and future subordinated obligations;
		• rank effectively senior to all of our and the guarantors' existing and future unsecured obligations to the extent of the value of the Notes Collateral (as defined below);
		• be effectively subordinated to our and the guarantors' indebtedness and obligations under the revolving credit facility and term loan, to the extent of the value of the ABL Collateral (as defined below); and
		• be structurally subordinated to the obligations of all our subsidiaries that do not serve as guarantors of the Exchange Notes.


*Collateral*		The Exchange Notes and the guarantees thereon will be secured by first-priority liens on substantially all of our and the guarantors' assets (other than our and the guarantors' trucks, trailers, tractors and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located (collectively, "Vehicles") and receivables and related general intangibles, certain other related assets and proceeds thereof which secure our revolving credit facility and term loan), subject to certain exceptions and permitted liens (the "Notes Collateral"). The Exchange Notes and the Exchange Guarantees will also be secured by second-priority liens on all of our Vehicles, receivables and related general intangibles, certain other related assets and proceeds thereof that secure the revolving credit facility and term loan (the "ABL Collateral"), subject to certain exceptions and permitted liens. These second-priority liens will be subject to first-priority liens securing the revolving credit facility and term loan and other customary liens permitted under such facility, until such facility and obligations are paid in full. For the complete description of the Notes Collateral and the ABL Collateral see "Description of the Exchange Notes—Security."
		The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The liens on the collateral may be released without the consent of the holders of Exchange Notes if collateral is disposed of in a transaction that complies with the indenture and related security documents or in accordance with the provisions of the intercreditor agreement. See "Risk Factors—Risks Related to the Exchange Notes" and "Description of the Exchange Notes—Security" and "—Intercreditor Agreement."
*Intercreditor Agreement*		The trustee and collateral agent under the Indenture and the administrative agent and the collateral agent under the revolving credit facility and term loan are parties to an intercreditor agreement as to the relative priorities of their respective security interests in the assets securing the Exchange Notes and borrowings under the revolving credit facility and the term loan and certain other matters relating to the administration of security interests. See "Description of the Exchange Notes—Intercreditor Agreement."
*Optional Redemption*		On or after June 1, 2016, we may redeem some or all of the Exchange Notes at any time at the redemption prices specified under "Description of the Exchange Notes—Optional Redemption."


		Before June 1, 2016, we may redeem some or all of the Exchange Notes at a redemption price equal to 100% of the principal amount of each note to be redeemed plus a make-whole premium described under "Description of the Exchange Notes—Optional Redemption" together with accrued and unpaid interest.
		In addition, at any time prior to June 1, 2016, we may redeem up to 35% of the Exchange Notes with the net cash proceeds from specified equity offerings at a redemption price equal to 109.25% of the principal amount of each Exchange Note to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.
*Change of Control Offer*		Upon a change of control (as defined in "Description of the Exchange Notes—Certain Definitions"), we must offer to repurchase the Exchange Notes at 101% of the principal amount, plus accrued interest to the purchase date.
*Certain Covenants*		The Indenture contains certain covenants, including limitations and restrictions on our and our restricted subsidiaries' ability to:
		• incur additional indebtedness or issue preferred stock;
		• make dividend payments or other restricted payments;
		• create liens;
		• sell assets;
		• enter into transactions with affiliates; and
		• enter into mergers, consolidations, or sales of all or substantially all of our assets.
		The restrictive covenants set forth in the Indenture are subject to important exceptions and qualifications. See "Description of the Exchange Notes—Certain Covenants."

See "Description of the Exchange Notes" for more detailed information about the terms of Exchange Notes.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth summary historical consolidated financial and selected other financial and operating data of JCHC and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

See the discussion under the heading "Business" for information regarding business combinations affecting the comparability of our results and measurements detailed below.

	Year Ended December 31,

	2015			2014			2013
	(in thousands except selected per share amounts and operating data)
Consolidated Statement of Loss:
Operating Revenues	$	728,589		$	783,280		$	514,689
Operating Expenses
Compensation and benefits		373,469			383,278			240,442
Fuel		67,796			109,333			76,014
Depreciation and amortization		50,941			50,441			25,314
Repairs and maintenance		54,395			53,802			31,759
Other operating		122,985			140,840			87,159
Selling, general and administrative expenses		56,277			60,706			42,118
Loss of sale of property and equipment		2,426			1,117			34
Goodwill and intangible asset impairment		15,352			—			4,663

Total operating expenses		743,641			799,517			507,503

Operating income (loss)		(15,052	)		(16,237	)		7,186
Other Expense
Interest expense, including extinguishment of debt, net		(46,912	)		(41,364	)		(59,602	)
Other, net		(6,923	)		(3,914	)		(857	)

Total other expense		(53,835	)		(45,278	)		(60,459	)

Loss before income taxes		(68,887	)		(61,515	)		(53,273	)
Provision (benefit) for income taxes		1,029			1,219			(967	)

Net loss		(69,916	)		(62,734	)		(52,306	)
Selected Financial Data:
Fleet Capex(1)	$	24,658		$	13,755		$	15,973
Adjusted EBITDA(2)	$	58,528		$	54,234		$	57,870
Selected Operating Data:
Revenue per loaded mile	$	7.77		$	7.45		$	7.23
Units carried (in 000's)		4,139			4,065			2,592
Number of active rigs		2,421			2,499			2,430

	December 31, 2015			December 31, 2014			December 31, 2013

	(in thousands)
Condensed Consolidated Balance Sheet Data:
Cash and cash equivalents, excluding restricted cash	$	2,571		$	7,100		$	3,507
Total assets	$	305,067		$	346,992		$	385,198
Long-term debt, less current maturities	$	449,204		$	387,965		$	389,905
Total stockholders' deficit	$	(293,431	)	$	(226,961	)	$	(180,031	)

(1)

Fleet Capex is the component of our total capital expenditures that reflects the amount we spend on our fleet. During the year ended December 31, 2015, we purchased 180 rigs for an aggregate of $5.8 million as their operating leases expired, in addition to purchasing $5.1 million of new trailers and spending $13.8 million on rig refurbishments and modifications. During 2013, the fleet capex included additional rigs acquired in the Allied Acquisition.

(2)

EBITDA, as used herein, represents income (loss) from continuing operations plus provision (benefit) for income tax expense (benefit), interest expense, net, write-off of amortizable deferred financing cost and depreciation and amortization. Adjusted EBITDA, as used herein, is defined as EBITDA further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and/or are non-cash items such as: goodwill and intangible asset impairment; adjustments for legacy workers' compensation charge related to programs in-place prior to our current ownership; new terminal startup costs; impact of terminal closures; pension withdrawal liabilities; maintenance expense to bring idle equipment on-line; severance and employment agreement charges; professional fees associated with acquisitions, potential acquisitions and other non-operating-related transactions; stock based compensation; other, net, primarily comprised of non-cash impact of foreign currency changes on certain intercompany notes that are other than long-term in nature; loss on sale of property and equipment; all as detailed below. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. We present EBITDA and Adjusted EBITDA because we consider these to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors, lenders and other interested parties in the evaluation of companies in our industries with similar capital structures. Our definitions of EBITDA and Adjusted EBITDA are not necessarily comparable to that of other similarly titled measures reported by other companies. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.

EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to net loss, as determined under accounting principles generally accepted in the United States, or GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:

•: they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•: they do not reflect changes in, or cash requirements for, our working capital needs;
•: they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
•: although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

•: they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows; and
•: other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

Additionally, Adjusted EBITDA excludes (1) non-cash stock based compensation expenses which are and will remain a key element of our overall long-term compensation packages and (2) certain costs related to multi-employer pension plan partial withdrawals, which we expect are reasonably likely to occur in future periods.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only for supplemental purposes. Please see our consolidated financial statements included elsewhere in this prospectus. The following table is a reconciliation of net loss to EBITDA and Adjusted EBITDA.

	Year Ended December 31,

(in thousands)	2015			2014			2013
Reconciliation of Net Loss to EBITDA
Net loss	$	(69,916	)		(62,734	)		(52,306	)
Provision (benefit) for income taxes		1,029			1,219			(967	)
Interest expense		46,912			41,364			59,602
Depreciation and amortization		50,941			50,441			25,314

EBITDA	$	28,996		$	30,290		$	31,643

Adjusted EBITDA Calculation
EBITDA	$	28,996		$	30,290		$	31,643
Plus (less):
Other, net(A)		6,923			3,914			857
Loss on sale of assets		2,426			1,117			34
Legacy workers' compensation charge(B)		903			650			488
Pension withdrawal liability(C)		579			2,794			8,380
Professional fees(D)		960			4,178			10,604
Severance and employment agreement charges(E)		1,513			3,162			—
Stock based compensation(F)		906			1,725			318
Acquisition integration costs(G)		—			6,404			883
Goodwill and intangible asset impairment(H)		15,352			—			4,663

Adjusted EBITDA	$	58,528		$	54,234		$	57,870

(A): Primarily represents foreign currency transaction (gains) losses on intercompany loans that are other than long-term and denominated in currencies other than our reporting currency.
(B): Charges taken for legacy workers' compensation claims related to claims with two carriers for periods between January 1987 and July 2009, including a settlement with one insurance carrier for all claims relating to periods prior to January 1, 2008. The costs for this settlement were accrued as of December 31, 2011 and no further costs will be incurred from this insurance carrier as a result of the settlement. The claims for the second insurance carrier are for the periods between January 1, 2008 and July 26, 2009 resulting from policies executed by former company ownership and management. In March 2016, the Company agreed to terms memorializing a settlement with

the carrier of all outstanding claims related to the policy, subject to the execution of a full settlement agreement with releases and other terms agreeable to both parties.

(C): Represents estimated partial multi-employer defined benefit pension plan withdrawals. On January 21, 2014, we received a notice of assessment of partial withdrawal from the Teamsters of Philadelphia and Vicinity Pension Plan, or the Philadelphia Plan, due to a decline in our contributions to the fund during the three year period from 2007 to 2009. The withdrawal liability of $1.6 million was paid as of September 2015. We previously estimated that we had triggered a partial pension withdrawal liability of $3.5 million as of December 31, 2014 due to declines in contributions to the Philadelphia Plan during the periods since 2009. On July 9, 2015, the Company received a notification from the Philadelphia Plan of the partial withdrawal liability of $3.7 million related to the portion of the declines in contributions to the fund during the periods since 2009, and as a result the Company recorded $0.2 million of additional liability during the second quarter of 2015.

In addition, we previously estimated that we had triggered a partial pension withdrawal liability of $4.4 million as of December 31, 2012 due to declines in contributions to Western Conference Pension Trust during periods between 2010 and 2012. We recorded additional liabilities of $0.6 million during the year ended December 31, 2013 as a result of declines in contributions during the periods then-ended, which are used to estimate the liability. On June 13, 2014, we received the assessment of our partial withdrawal liability for the periods noted above and as a result recorded less than $0.1 million additional liability during the year ended December 31, 2014. During 2013, we recorded $2.6 million for estimated partial withdrawal liabilities during the periods between 2010-2013. During 2014, we recorded $2.2 million for estimated partial withdrawal liabilities during the periods between 2012-2014 and an additional $0.5 million estimate related to withdrawal liabilities during periods between 2010-2013. On August 10, 2015, we received an assessment from the Western Conference Pension Trust indicating we had a partial withdrawal liability of $3.4 million related to the portion of the declines in contributions to the fund during the periods between 2011 and 2013, and as a result we recorded $0.3 million of additional liability during the third quarter of 2015.
(D): Charges for third-party legal, consulting and accounting expenses related to potential and consummated transactions and related due diligence, including the Allied Acquisition, which are included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.
(E): During the year ended December 31, 2015, costs related to payments under severance and labor agreement obligations, which included severance obligations associated with the planned closure of two Canadian terminal locations in the first half of 2016. During the year ended December 31, 2014, costs related to separation, non-compete, and consulting agreements executed in connection with the resignation of two of our officers. These charges are reflected in compensation and benefits in the consolidated statements of comprehensive loss.
(F): Represents the compensation expense for stock options granted during 2014 and 2013. The fair value of the options was determined using the Black-Scholes model. The expense is included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.
(G): Costs associated with the integration of the Allied Acquisition primarily related to systems transition, transitional associates, information services, travel and fleet relocation.
(H): During the second quarter of 2015, the Company completed an interim impairment test of goodwill and intangible assets of AES resulting in an impairment charge to goodwill of $14.1 million and $1.2 million intangible asset impairment. The charge was a result of reduced rates of growth of sales, profit, and cash flow and revised expectations for future performance that

An investment in the Exchange Notes involves significant risks. You should consider carefully the following risk factors and all of the information contained in this prospectus before deciding whether to participate in the exchange offer. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements. See "Forward-Looking Statements" in this prospectus.

We reported net losses from continuing operations from 2011 through 2015, and there is no assurance that we will be profitable in the future.

During the years December 31, 2011 through 2015, we reported net losses from continuing operations and have maintained an accumulated deficit. Our history of net losses could impair our ability to raise capital needed for our operations and result in a material adverse impact on our results of operations. There is no assurance that we will be able to achieve profitability in the future.

We are highly dependent on the automotive industry and a decline in the automotive industry could have a material adverse effect on our operations.

The automotive transportation market in which we operate is dependent upon the volume of new automobiles, sport utility vehicles, or SUVs, and light trucks manufactured, imported and sold by the automotive industry in the U.S., Canada, and Mexico. The automotive industry is highly cyclical, and the demand for new automobiles, SUVs, and light trucks is directly affected by such external factors as general economic conditions in the U.S., Canada and Mexico, unemployment, consumer confidence, fuel prices, government policies, continuing activities of war, terrorist activities, and the availability of affordable new car financing. As a result, our results of operations could be adversely affected by downturns in the general economy and in the automotive industry, and by changing consumer preferences in purchasing new automobiles, SUVs, and light trucks or the overall financial condition of our major customers. A significant decline in the volume of automobiles, SUVs, and light trucks manufactured, imported and sold in the U.S. and Canada could have a material adverse effect on our operations.

The loss of any of our major customers would adversely affect our business.

Our business is highly dependent on our largest customers, GM, Ford and Toyota. For the years ended December 31, 2015, 2014, and 2013, these customers collectively accounted for 83%, 81%, and 86% of total revenue, respectively, and GM alone accounted for 40%, 38%, and 51%, respectively. A reduction in business from these customers resulting from a failure to renew contracts or maintain volumes, reduced demand for their own products, a discontinuation of one or more products, an inventory buildup, a work stoppage, sourcing of products from other suppliers or other factors could materially impact our net sales. Furthermore, the loss of any major customer could have a material adverse effect on our business, financial condition and results of operations.

A significant reduction in vehicle production levels or plant closings by these manufacturers, the loss of key customers, or a significant reduction or change in the design, definition and frequency of services provided for any of these customers by us, including if manufacturers begin to transport automobiles themselves, would have a material adverse effect on our operations.

We operate under contracts with most of our customers with terms varying from one to five years. The contracts between our customers and us generally establish rates for the transportation of vehicles

based upon a fixed rate per vehicle transported and a variable rate for each mile a vehicle is transported. The contracts generally permit us to recover for increases in fuel prices and fuel taxes, and in some cases, labor costs. We may not be able to successfully renew these contracts on or prior to their expiration on terms satisfactory to us or may not be able to continue to serve these customers without service interruption. In addition, we face the risk of losing market share in connection with our negotiations to renew our customer contracts. A loss in market share without an increase in revenues or pricing or an adequate reduction in costs would likely have an adverse effect on our operations.

We extend trade credit to certain of our customers to facilitate the use of our services, and rely on their creditworthiness. Accordingly, a bankruptcy or a significant deterioration in the financial condition of a major customer could have a material adverse effect on our business, financial condition and results of operations, due to a reduction in business, a longer collection cycle or an inability to collect accounts receivable.

Our contracts generally require customers to reimburse us within 30 days of invoice date. If any of our large customers were to experience a liquidity problem that resulted in the customer being unable to make timely payments, we could, in turn, develop a liquidity problem. We may be forced to borrow additional funds at rates that may not be favorable or curtail capital spending. Additionally, the phasing out of current favorable payment terms with customers may have a potential negative impact on our cash flow. This could have a material adverse effect on our business, operating results or financial condition.

Competition in the automotive transportation and logistics markets could result in a loss of our market share or a reduction in our rates in both our Transport and Logistics segments, which could have a material adverse effect on our operations.

The automotive transportation and logistics markets are highly competitive. In the Transport segment we currently compete with other motor carriers of varying sizes, as well as with railroads and independent owner-operators. On the Logistics segment side, we compete with transportation brokers, auto-haulers, inspection companies, auctions, freight forwarders and other NVOCCs, and other companies providing lot and yard services for the automotive industry. Our non-union motor carrier competitors may be able to provide services to their customers at lower prices and in a more flexible manner than we can. In addition, certain of our customers may develop new methods for hauling vehicles, such as using local drive-away services to facilitate local delivery of products. Transport companies that utilize non-union labor operate at lower costs as compared to both our and other unionized transport companies. Non-union transport competitors also operate without restrictive work rules that apply to both our and other unionized companies. Railroads, which specialize in long-haul transportation, may be able to provide delivery services at costs to customers that are less than the long-haul delivery cost of our services. Additionally, the continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources, and the development of new methods or technologies for hauling vehicles could lead to increased investments to remain competitive, either of which may lead to increased competition overall. If we lose market share to these competitors or have to reduce our rates in order to retain our market share, our financial condition and results of operations could be materially and adversely affected.

Our growth strategy includes acquisitions, diversification into new specialty transportation businesses and expansion into new geographic markets. We are subject to various risks in pursuing this growth strategy and we may have difficulty in integrating businesses we acquire and may be subject to unexpected liabilities.

Our business strategy includes a growth strategy in part dependent on acquisitions, diversification into specialty transportation businesses and expansion into new geographic markets. However, we may

not be able to identify suitable acquisition candidates in the future, and we may never realize expected business opportunities and growth prospects from acquisitions. We may experience increased competition that limits our ability to expand our business. Our assumptions underlying estimates of expected cost savings may be inaccurate or general industry and business conditions may deteriorate. Acquisitions involve numerous risks, including, but not limited to: difficulties in integrating the operations, technologies and products acquired; the diversion of our management's attention from other business concerns; current operating and financial systems and controls may be inadequate to deal with our growth; the risks of entering markets in which we have limited or no prior experience and the loss of key employees.

If these factors limit our ability to integrate the operations of our acquisitions, successfully or on a timely basis, our expectations of future results of operations may not be met. In addition, our growth and operating strategies for any business we acquire may be different from the strategies that such business currently is pursuing. If our strategies are not the appropriate strategies for a company we acquire, it could have a material adverse effect on our business, financial condition and results of operations. Further, there can be no assurance that we will be able to maintain or enhance the profitability of any acquired business or consolidate the operations of any acquired business to achieve cost savings.

Furthermore, there may be liabilities that we do not discover in the course of performing due diligence investigations on each company or business we have already acquired or may acquire in the future. Such liabilities could include those arising from employee benefits contribution obligations of a prior owner or non-compliance with, or liability pursuant to, applicable federal, state or local environmental requirements by prior owners for which we, as a successor owner, may be responsible. In addition, there may be additional costs relating to acquisitions including, but not limited to, possible purchase price adjustments. Rights to indemnification by sellers of assets to us, even if obtained, may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business or property acquired. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business.

We currently generate most of our revenue from the transportation of automobiles. However, we may grow our business by diversifying and entering into new specialty transportation businesses. To the extent we enter into new specialty transportation businesses, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of existing clients due to the perception that we are no longer focusing on our core business. Entry into certain new specialty transportation businesses may also subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. If a new specialty transportation business generates insufficient revenues or if we are unable to efficiently manage our expanded operations, our results of operations could be materially adversely affected.

In addition, an element of our business strategy is to continue to expand our logistics and asset-light services internationally. As we increase our international operations, we will become increasingly subject to a number of risks inherent in any business operating in foreign countries, including: political, social and economic instability, war and acts of terrorism; increased operating costs; repudiation, modification or renegotiation of contracts, disputes and legal proceedings in international jurisdictions; import export quotas and export and import requirements; compliance with applicable anti-bribery law (including the Foreign Corrupt Practices Act of 1977, as amended); compliance with the U.S. Department of the Treasury's Office of Foreign Assets Control sanctions programs; confiscatory taxation; work stoppages or strikes; unexpected changes in regulatory requirements; wage and price controls; imposition of trade barriers; imposition or changes in enforcement of local content and

cabotage laws; restrictions on currency or capital repatriations; currency fluctuations and devaluations and other forms of government regulation and economic conditions that are beyond our control.

Our business strategy is dependent upon, and limited by, the availability of adequate capital.

Our business strategy will require additional capital for, among other purposes, acquiring additional trucks and entering new markets, which may include the acquisition of existing business and the related integration costs. If cash generated internally is insufficient to fund capital requirements, we will require additional debt or equity financing. Adequate financing may not be available or, if available, may not be available on terms satisfactory to us. In addition, the terms of the revolving credit facility and term loan and the Indenture may, under certain circumstances, limit our ability to pursue acquisitions or make capital expenditures. If we fail to obtain sufficient additional capital in the future or we are unable to make adequate capital expenditures or fund acquisitions, we could be forced to curtail our business strategies by reducing or delaying capital expenditures or postpone acquisitions. As a result, there can be no assurance that we will be able to execute on any of our business strategies.

We may be adversely impacted by fluctuations in the price and availability of diesel fuel and our ability to continue to collect fuel surcharges.

Diesel fuel is a significant operating expense for our business. We do not hedge against the risk of diesel fuel price increases. An increase in diesel fuel prices or diesel fuel taxes, or any change in federal or state regulations that results in such an increase, could have an adverse effect on our operating results. Depending on the base rate and fuel surcharge levels agreed upon by our customers, there could be a delay in reflecting increases in our surcharges to customers resulting from a rapid and significant change in the cost of diesel fuel, which could also have a material adverse effect on our operating results. We continuously monitor the components of our pricing, including base freight rates and fuel surcharges, and address individual account profitability issues with our customers when necessary. Our fuel surcharge recovery may not capture increased costs we pay for fuel, especially when prices are rising. Further, during periods of low freight volumes, customers can use their negotiating leverage to negotiate fuel surcharge policies that are less favorable to us. While we have historically been able to adjust our base rate pricing and/or fuel surcharges to offset changes to the cost of diesel fuel, there is no guarantee that we will be able to do so in the future.

Our financial condition and business strategy may be adversely impacted by unfavorable market trends or if expected market trends do not materialize.

We are a transportation and logistics provider and an over-the-road FVL company, and provide a critical component of the automotive supply chain, serving as the primary link in the delivery of finished vehicles from manufacturing plants, VDCs, seaports and railheads to new vehicle dealerships. Part of our business strategy is to take advantage of favorable growth trends in the automotive sector and to strategically expand into adjacent industry verticals that require premium asset and non-asset based freight logistics offerings. In addition, as the age of existing vehicles increases, we expect the demand for, and the production of, new replacement vehicles will also increase, which will result in an increased demand for the services we provide. However, if these market trends were to slow or reverse, or if they do not materialize, those events could have a material adverse effect on our business, operating results or financial condition, and, furthermore, we may not be able to realize some or all of our business strategy.

Sustained periods of abnormal weather can have a material adverse effect on our business.

Our terminals may close due to heavy snow, which will negatively affect revenues on a particular business day that may not be recouped in the future. In addition, inefficiencies in our loading, unloading and transit times associated with cleaning snow off of trucks before use and cleaning snow

off of revenue units before and after transporting them, increased lodging costs due to hours of service restrictions for our drivers and premium (overtime) pay required in order to complete the unit movements over weekends to make up for the inefficiencies caused by delayed delivery of on-ground customer inventories may also have a negative impact on earnings. For example, we experienced revenue declines and certain of these inefficiencies for a significant number of our locations as a result of the severe weather conditions during the first three months of 2014. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Performance." There can be no assurance that we will continue to manage our business effectively when influenced by severe weather events or that severe weather events will not have a material adverse effect on our business, financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our operations are subject to numerous inherent risks, particularly unplanned events such as inclement weather, union strikes, explosions, fires, other accidents and equipment failures. While our insurance coverage could offset losses relating to some of these types of events, our business, financial condition and results of operations could be materially adversely impacted to the extent any such losses are not covered by our insurance.

Insurance and claims expenses could have a material adverse effect on our business, financial condition and results of operations.

We have a combination of both self-insurance and high-deductible insurance programs for the risks arising out of the services we provide and the nature of our operations, including claims exposure resulting from cargo loss, personal injury, property damage and related liabilities, and workers' compensation. Workers' compensation is determined using actuarial estimates of the aggregate liability for claims incurred and an estimate of incurred but not reported claims, on an undiscounted basis. Our accruals for insurance reserves reflect certain actuarial assumptions and management judgments, which are subject to a high degree of variability. If the number or severity of claims for which we are retaining risk increases, our financial condition and results of operations could be adversely affected. If we lose our ability to self-insure these risks, our insurance costs could materially increase and we may find it difficult to obtain adequate levels of insurance coverage.

We rely on our information technology systems to manage numerous aspects of our business and a disruption of these systems could adversely affect our business.

Our information technology, or IT, systems are an integral part of our business and a serious disruption to our IT systems could significantly limit our ability to manage and operate our business efficiently, which in turn could materially adversely impact our business, financial condition and results of operations. We depend on our IT systems for vehicle inventory management, load makeup, dispatch, delivery reporting and invoices. Our IT systems also enable us to ship products to our customers on a timely basis, maintain cost-effective operations and provide a high level of customer service. Some of our systems are not fully redundant, and our disaster recovery planning does not account for all eventualities.

Our information technology systems also depend upon global communications providers, satellite-based communications systems, electric utilities, and telecommunications providers. We have no control over the operation, quality or maintenance of these services or whether vendors will improve their services or continue to provide services that are essential to our business. Disruptions or failures in the services upon which our information technology platforms rely may adversely affect the services we provide, which could increase our costs or result in a loss of customers that could have a material adverse effect on our results of operation.

The security risks associated with information technology systems have increased in recent years because of the increased sophistication and activities of perpetrators of cyber-attacks. A failure in or breach of our information technology security systems, or those of our third party service providers, as a result of cyber-attacks or unauthorized access to our network could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, increase our costs and/or cause losses. We also confront the risk that a terrorist or other third parties may seek to use our property, including our information technology systems, to inflict major harm. We continually take steps to make appropriate enhancements to our information technology systems; however, our systems may be vulnerable to disruption, failure or unauthorized access which could have a material adverse effect on our consolidated financial statements.

Our parent company, JCEI, and its controlling stockholder may take actions that conflict with the interests of others.

JCEI holds all of our outstanding common stock. T. Michael Riggs, our Chief Executive Officer, controls the majority of JCEI's outstanding voting common stock, which gives him indirect control over the election of our Board of Directors, the appointment of members of management and approval of all actions requiring the approval of the holders of our common stock, including adopting amendments to our certificate of incorporation and approving mergers, acquisitions or sales of all or substantially all of our assets. The interests of JCEI and its controlling stockholder could conflict with the interests of our noteholders. JCEI and its controlling stockholder also may have an interest in pursuing acquisitions, divestitures, financings or other transactions that could enhance JCEI's equity investment in us even though such transactions might involve risks to the interests of our noteholders.

Our ability to perform daily operations on behalf of our customers is dependent upon our ability to attract and retain qualified drivers and mechanics to staff our terminals and garages. All drivers, shop mechanics and yard personnel are represented by various labor unions. Most of the Company's U.S. employees are represented by the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, or the Teamsters, and are covered by the National Master Automobile Transporters Agreement and Supplements, or the Master Agreement. Other employees are represented by the International Association of Machinists and are covered under separate agreements. Additionally, employees at our Canadian terminals are members of Teamsters Canada, or Unifor, formerly Canadian Auto Workers. The Canadian collective bargaining agreements expire between May 2016 and December 2018. Should we experience higher than historical Teamsters employee retirements or resignations, which possibly could occur as a result of efforts to seek wage relief and modifications to the terms of the Master Agreement upon renegotiation or are unable to hire additional Teamsters employees as needed, our ability to grow our business, maintain our current business levels and meet customer service requirements could be adversely impacted. We may not be able to retain existing Teamsters personnel at existing staffing levels or attract new Teamsters employees to replenish our work force, as necessary.

We are a signatory to the Master Agreement with the Teamsters, which expired on August 31, 2015. The Teamsters and the Company have mutually agreed to keep all terms and provisions of the Master Agreement in effect until a new agreement is entered into. We may not be able to negotiate a new union contract to replace the Master Agreement (at all or on terms that are favorable to us) or new contracts as other current contracts expire. Further, any new contracts may not be on terms acceptable to us or may result in increased labor costs, labor disruptions, increased employee turnover, higher risk management costs, or lost customer market share, which could in turn have a material adverse effect on our financial condition, results of operations or customer

relationships. In addition, we do not have exclusive control over proposals in bargaining with the Teamsters.

Although we believe that our labor relations are positive, our facilities could experience a work stoppage or other labor disruptions. Any prolonged disruption involving our employees or our inability to renew labor agreements prior to expiration could have a material adverse impact on our results of operations and financial condition.

We are subject to various environmental and employee health and safety regulations that could impose substantial costs on us and may adversely impact our operating performance.

Our business is subject to numerous federal, state and local laws, regulations and requirements that govern environmental and health and safety matters, including those relating to air emissions, wastewater discharges, regulated materials management, the generation, handling, storage, transportation, treatment and disposal of regulated wastes or substances, and those that impose liability for and require investigation and remediation of releases or threats of release of regulated substances, including at third-party owned off-site disposal sites, as well as laws and regulations that regulate workplace safety. In particular, under applicable environmental requirements, we may be responsible for the investigation and remediation of natural resource damages associated with, and third-party property damage or personal injury claims arising from, environmental conditions at currently and formerly owned, leased, operated or used sites and third-party owned disposal sites, regardless of fault or the legality of the activities that led to such contamination. Given the nature of the past operations conducted by us, our predecessors and others at our current and former properties, there can be no assurance that the extent of all soil and groundwater contamination has been identified and is being addressed at all of our owned or operated properties and it is possible that we could be required to conduct, or be held responsible for the cost of conducting, investigations and remediation at any of our current properties, at formerly owned or operated properties or at off-site disposal sites in the future.

Compliance with environmental and health and safety laws and regulations and the requirements and terms and conditions of the environmental permits, licenses and other approvals that are required for the operation of our business may cause us to incur substantial capital costs and operating expenses and may impose significant restrictions or limitations on the operation of our business. Environmental and health and safety regulations and environmental permits, licenses and other approvals may also require us to install new or updated pollution control equipment, modify our operations or perform other corrective actions at our facilities. In addition, the cost of complying with various environmental requirements is likely to increase over time, and there can be no assurance that the cost of compliance will not have a material adverse effect on our business, financial condition and results of operations. Moreover, violations of applicable environmental and health and safety laws and regulations or for the failure to have or comply with the terms and conditions of required environmental permits or other required approvals can lead to substantial fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring remedial or corrective measures, installation of pollution control equipment or other actions.

Future developments, such as changes in the nature of our operations, or changes in laws and regulations (such as in response to climate change concerns) or more stringent enforcement or interpretation thereof could cause us to incur substantial losses or expenditures. In addition, future spills or releases of regulated substances or accidents or the discovery of currently unknown contamination could give rise to material losses, expenditures and environmental or health and safety liabilities, including liabilities resulting from lawsuits brought by private litigants or neighboring property owners or operators for personal injury or property damage related to the operation of our facilities or the land on which our facilities are located.

Concern over climate change, including the impact of global warming, has led to significant legislative and regulatory efforts to limit carbon and other greenhouse gas emissions, and some form of federal, state, or regional climate change legislation is possible in the future. We are unable to determine with any certainty the effects of any future climate change legislation. However, emission-related regulatory actions have historically resulted in increased costs of revenue equipment and diesel fuel, and future legislation, if passed, could result in increases in these and other costs. Increased regulation regarding greenhouse gas emissions, including diesel engine emissions and/or total vehicle fuel economy, could impose substantial costs on us that may adversely impact our results of operations. We may also be subject to additional requirements related to customer-led initiatives or their efforts to comply with environmental programs. Until the timing, scope and extent of any future regulation or customer requirements become known, we cannot predict their effect on our cost structure or our operating results. Furthermore, although we are committed to mandatory and voluntary sustainability practices, increased awareness and any adverse publicity about greenhouse gas emissions emitted by companies in the transportation industry could harm our reputation or reduce customer demand for our services.

We operate in a highly regulated industry, and costs of compliance with, or liability for violations of, existing or future regulations could have a material adverse effect on our operating results.

Various federal and state agencies exercise broad regulatory powers over the transportation industry, generally governing such activities as operations of and authorization to engage in motor carrier freight transportation, operations of non-vessel-operating common carriers, safety, contract compliance, insurance requirements, tariff and trade policies, taxation, and financial reporting. We could become subject to new or more restrictive regulations, such as regulations relating to engine emissions, drivers' hours of service, occupational safety and health, ergonomics, or cargo security. Compliance with such regulations could substantially reduce equipment productivity, and the costs of compliance could increase our operating expenses.

Our drivers also must comply with the safety and fitness regulations promulgated by the U.S. Department of Transportation, or DOT, including those relating to drug and alcohol testing and hours of service.

Federal Motor Carrier Safety Administration's, or FMCSA, compliance, safety, accountability program and regulations could potentially result in a loss of business to other carriers, driver shortages, increased costs for qualified drivers, and driver and/or business suspension for noncompliance. A resulting decline in the availability of qualified drivers, coupled with additional personnel required to satisfy future revisions to hours-of-service regulations, could adversely impact our ability to hire drivers to adequately meet current or future business needs. Unsatisfactory FMCSA scores could result in a DOT intervention or audit, resulting in the assessment of fines, penalties, or a downgrade of our safety rating. Failures to comply with DOT safety regulations or downgrades in our safety rating could have a material adverse impact on our operations or financial condition. Increases in license and registration fees, bonding requirements, or taxes, including federal fuel taxes, or the implementation of new forms of operating taxes on the industry could also have an adverse effect on our operating results.

The ongoing development of data privacy laws may require changes to our data security policies and procedures, and the associated costs of the changes required to maintain our compliance with standards in the U.S. and other jurisdictions in which we operate could adversely affect our operating results.

We operate in the U.S. throughout the 48 contiguous states pursuant to operating authority granted by the DOT and in various Canadian provinces pursuant to operating authority granted by the Ministries of Transportation and Communications in such provinces. Such matters as weight, aerodynamics and equipment dimensions are subject to various government regulations. We also may

become subject to new or more restrictive regulations relating to fuel emissions, drivers' hours-of-service, ergonomics, on-board reporting of operations, collective bargaining, security at ports, and other matters affecting safety or operating methods.

We may be subject to withdrawal liability assessments related to multi-employer pension plans to which we make contributions pursuant to collective bargaining agreements.

Pursuant to collective bargaining agreements that are currently in place with local unions (either affiliated with the Teamsters or the International Association of Machinists & Aerospace Workers (collectively, the "Unions")), we contribute to thirteen (13) different multi-employer pension plans on behalf of our covered union employees. Most of these pension plans are significantly underfunded. If we were to withdraw from any multi-employer pension plan, either voluntarily or otherwise, we could be assessed with a multi-million dollar withdrawal liability, which could have a material adverse effect on us. Further, in certain circumstances we could become subject to withdrawal liability due to events beyond our control. For example, if we ceased operations or drastically and permanently reduced operations at all of the locations related to a multi-employer pension plan due to the loss of a customer contract, and as a result permanently stopped contributing to such pension plan or significantly reduced contributions to such pension plan, we could be assessed a liability for a complete or partial withdrawal from such pension plan if it is underfunded at the time we ceased making contributions.

In recent years, we have incurred withdrawal liability from several pension plans creating payment obligations. In 2011, we fully withdrew from the Automotive Industries Pension Plan incurring a $3.6 million pension plan liability payable in quarterly installments of principal and interest totaling less than $0.1 million through December 2031. In 2014, 2013, and 2012, we estimated that we had triggered partial withdrawal liabilities to the Western Conference Pension Trust. We received an assessment of $5.1 million for 2012, which differed from our estimate by less than $0.1 million, and we currently have recorded liabilities related to the Western Conference Pension Trust for the 2012 assessment and the 2013 and 2014 withdrawal estimates of $8.4 million. On August 10, 2015, we received an assessment from the Western Conference Trust indicating we have a partial withdrawal liability of $3.4 million related to the portion of the declines in contributions to the fund during the period between 2011 and 2013, and as a result we recorded $0.3 million of additional liability as of December 31, 2015.

On January 21, 2014, we received a notice of assessment of partial withdrawal from the Philadelphia Plan due to a decline in our contributions to the fund during the three year period from 2007 to 2009. The withdrawal liability of $1.6 million was fully paid as of September 2015. On July 9, 2015, we received an assessment from the Philadelphia Plan, indicating that we have a partial withdrawal liability of $3.7 million related to the portion of the declines in contributions to the fund during the periods between 2009 and 2011. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

In addition, to the extent these multi-employer pension plans remain or become further underfunded, upon the expiration of our collective bargaining agreements, we could be subject to additional contribution requirements as negotiated between us and the Unions which could have a material adverse effect on our financial performance.

As a result of terrorist attacks on the United States, federal, state and municipal authorities have implemented and may implement in the future various security measures, including checkpoints and travel restrictions on large trucks. Although many companies would be adversely affected by any slowdown in the availability of freight transportation, the negative impact could affect our business disproportionately. If security measures disrupt the timing of deliveries, we could fail to meet the needs

of our customers or could incur increased costs in order to do so. New antiterrorism measures may be implemented from time to time and that such new measures could have a material adverse effect on our business, results of operations, or financial condition.

Current and future legal proceedings could adversely affect us and our operations.

We cannot predict the outcome of pending or future legal proceedings, which could result in judgments that could negatively impact our financial condition, results of operations, liquidity or capital resources. We may incur significant legal fees and expenses in connection with pending litigation, which may also divert management's attention from our business. See "Business—Legal Proceedings."

Our total assets include goodwill and other indefinite-lived intangibles. If we determine that these items have become impaired in the future, net income could be materially and adversely affected.

As of December 31, 2015, we had recorded goodwill of $32.3 million and certain indefinite-lived intangible assets of $28.6 million. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. In accordance with Financial Accounting Standards Board Accounting Standards Codification, ASC Topic 350, "Intangibles—Goodwill and Other," or ASC Topic 350, we test goodwill and indefinite-lived intangible assets for potential impairment annually and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Any excess in carrying value over the estimated fair value is charged to our results of operations. We recorded an impairment of $14.1 million of goodwill and $1.2 million of intangible asset impairment in our Logistics segment during the second quarter of 2015. We also recorded an impairment of $4.7 million related to goodwill in our Logistics segment during the year ended December 31, 2013. We may never realize the full value of our intangible assets. Any further determinations requiring the write-off of a significant portion of intangible assets could have an adverse effect on our financial condition and results of operations. No impairment was recorded for the year ended December 31, 2014.

We are dependent on key personnel and the loss of one or more of those key personnel could have a material adverse effect on our operating results.

Competition for qualified employees and personnel in the automotive transportation industry is intense and there are a limited number of qualified persons with knowledge of and experience in the automotive transportation industry. The process of recruiting personnel with the combination of skills and attributes required to carry out our strategies is often lengthy. Our success depends to a significant degree upon our ability to attract and retain qualified management, administrative, marketing and technical personnel and upon the continued contributions of our management and personnel. In particular, our success is highly dependent upon the abilities of our senior executive management. We believe this management team, comprised of individuals who have worked in the automotive transportation industry for many years and with significant experience pursuing an acquisition strategy is integral to implementing our business plan. The loss of the services of one or more of them could have a material adverse effect on our operating results.

Our reported financial condition and results of operations are subject to exchange rate fluctuations.

We have foreign operations in Canada and Mexico, and accounts receivable denominated in Nigerian naira, which presents further risk exposure related to foreign exchange fluctuations. Our reported financial condition and results of operations are reported in multiple currencies, including the Canadian dollar and Mexican peso, and are then translated into U.S. dollars at the applicable exchange rate for inclusion in our consolidated financial statements. Appreciation of the U.S. dollar against the Canadian dollar, Mexican peso or Nigerian naira will have a negative impact on our reported net sales

and operating income while depreciation of the U.S. dollar against such currencies will have a positive effect on reported net sales and operating income.

In addition, our currency exchange losses with respect to the Nigerian naira may be magnified by Nigerian exchange control regulations that restrict our ability to convert Nigerian naira into U.S. dollars.

If we fail to maintain proper and effective internal controls, our ability to procure accurate and timely financial statements could be impaired, which could adversely affect investor confidence in our reported financial information.

We may in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in implementing or maintaining adequate internal control over our financial reporting and financial processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Additionally, the existence of any material weaknesses or significant deficiencies could require management to devote significant time and incur significant expense to remediate any such material weakness or significant deficiency, and management may not be able to remediate any such material weakness or significant deficiency in a timely manner. The existence of any material weakness or significant deficiency in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

The requirements of being a public reporting company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act of 2002 and adoption of corporate governance practices that are customary for public companies, may strain our resources, increase our costs, and we may be unable to comply with these requirements in a timely or cost-effective manner.

Upon effectiveness of the registration statement of which this prospectus is a part, we will become subject to certain provisions of the Sarbanes-Oxley Act, which will require us to comply with additional requirements relating to internal controls. These regulations impose complex and continually changing regulatory requirements on our operations and reporting, impose comprehensive reporting and disclosure requirements, set stricter independence and financial expertise standards for directors, and impose civil and criminal penalties for companies, their chief executive officers, chief financial officers and directors for securities law violations.

We may incur significant additional legal, compliance and accounting costs as a result of becoming subject to the Sarbanes-Oxley Act, and our management may be required to devote significant time or incur significant additional expense in order to comply with such requirements and to remediate any material weaknesses or deficiencies that may be identified. In addition, it could increase the difficulty and expense of obtaining director and officer liability insurance, and make it harder for us to attract and retain qualified directors and executive officers. Any inability to comply with such requirements may negatively impact our results of operations, our financial condition, or our reputation.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

Upon completion of this offering, we will have a significant amount of indebtedness. As of December 31, 2015, we had $503.4 million of indebtedness, including $50.6 million related to the revolving credit facility and $62.5 million related to our term loan.

We have substantial indebtedness, which could have important consequences, including making it more difficult for us to satisfy our financial obligations; increasing our vulnerability to general adverse economic, industry and competitive conditions; reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes because we will be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, placing us at a competitive disadvantage compared to our competitors that are less highly leveraged and that, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting, and limiting our ability to borrow additional funds.

Our ability to make scheduled payments on or to refinance our indebtedness, including the Exchange Notes, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under our revolving credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the Exchange Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before the maturity of the debt. We cannot assure you that we will be able to refinance any of our indebtedness, including our revolving credit facility, term loan and the Exchange Notes, on commercially reasonable terms or at all.

Our revolving credit facility and term loan bear interest at variable rates, subject to, in the case of the term loan, a minimum LIBOR rate of 3.0%. If market interest rates increase, we will have higher debt service requirements, which could materially adversely affect our cash flow and prevent us from fulfilling our obligations under the Exchange Notes.

A reduction in the Company's credit ratings could materially and adversely affect our business, financing condition and results of operations.

On May 14, 2015, Moody's Investors Service, or Moody's, downgraded the rating on the Exchange Notes to "B3". Moody's has a stable outlook on its rating. The Company cannot be sure that any of its current ratings on the Exchange Notes will remain in effect for any given period of time or that a rating will not be lowered by a rating agency if, in its judgment, circumstances in the future so warrant. The above mentioned downgrade, or any further downgrade by Moody's, could increase the Company's borrowing costs, which would adversely affect the Company's financial results. The Company would likely be required to pay a higher interest rate in future financings, and its potential pool of investors and funding sources could decrease. The rating(s) from credit agencies are not recommendations to buy, sell or hold the Company's securities, and such rating(s) should be evaluated independently of any other rating.

Despite current indebtedness levels, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

The terms of the Indenture permit us to incur substantial additional indebtedness, including additional secured indebtedness, in the future. Although the Indenture and our revolving credit facility and term loan contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If we incur additional indebtedness, the related risks that we now face would intensify and could further exacerbate the risks associated with our substantial leverage.

We may be unable to generate sufficient cash to service our debt obligations in the future.

Our ability to pay our expenses and to pay the principal and interest on the Exchange Notes, the revolving credit facility, the term loan and any other debt depends on our ability to generate positive cash flows in the future. Our operations may not generate cash flows in any amount sufficient to enable us to pay the principal and interest on our debt, including the Exchange Notes, or to fund our other liquidity needs. If we do not have sufficient cash flows from operations, we may be required to incur additional indebtedness, refinance all or part of our existing debt or sell assets. Our ability to borrow funds under the revolving credit facility in the future will depend on our meeting the financial covenants contained in the revolving credit facility and the other affirmative and negative covenants in the indenture governing the Exchange Notes, the term loan and the revolving credit facility, and sufficient borrowings may not be available to us. In addition, the terms of existing or future debt agreements may restrict us from affecting any of these alternatives. Any inability to generate sufficient cash flows or refinance our debt on favorable terms could significantly and adversely affect our financial condition.

The indebtedness of our parent company, JCEI, may cause JCEI to make decisions with respect to our operations or require dividends and other distributions from us to service its debt at times when such decisions might not be in the best interests of the Company and the holders of the Exchange Notes.

As of December 31, 2015, JCEI had outstanding $165 million in principal amount of unsecured senior notes, or the JCEI Notes, accruing pay-in-kind interest at a rate of 11.25% per annum. Neither we nor any of our subsidiaries are obligors on the JCEI Notes; however, in order to fund required cash payments of interest under the JCEI Notes, JCEI may require that we pay dividends to it or otherwise advance funds to it periodically. Under the JCEI Notes, JCEI is required to make cash interest payments at a rate of 10.5% per annum except in circumstances where we are not able to make payments to JCEI in the form of dividends or other distributions under our outstanding debt obligations, subject to certain caveats and exceptions set out in the JCEI Notes indenture. Therefore, JCEI would be motivated to request the payment of dividends, subject to approval of our Board of Directors, when we have capacity to pay such dividends to it. Our Board of Directors may decide to make such dividend payments as requested by JCEI at times that such cash could otherwise be used to grow our operations. Further, we and our subsidiaries are considered "restricted subsidiaries" under the JCEI Notes indenture. Therefore, JCEI is required to cause us and our subsidiaries to comply with covenants set forth in the JCEI Notes indenture. These covenants are substantially similar to the covenants in the Indenture; however, in situations where holders of the Exchange Notes might be willing to waive or amend the covenants in the Indenture, we may still be restricted by the JCEI Notes indenture from engaging in certain activities. Finally, if JCEI were to default under the indenture governing the JCEI Notes, holders of the JCEI Notes could attempt to pursue us and our subsidiaries through claims for veil piercing or other equitable considerations notwithstanding that we are not obligors on the JCEI Notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Exchange Notes.

Any default under the agreements governing our indebtedness, including a default under our revolving credit facility or term loan, not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could make us unable to pay principal, premium, if any, and interest on the Exchange Notes and substantially decrease the market value of the Exchange Notes. If we are unable to generate sufficient cash flows and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the agreements governing our indebtedness, including our revolving credit facility and term loan, we could

be in default. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed under such agreements to be due and payable, together with accrued and unpaid interest, the lenders under our revolving credit facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may need to obtain waivers from the required lenders under our revolving credit facility and term loan or other debt that we may incur in the future to avoid being in default. If we breach our covenants under our revolving credit facility or term loan and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our revolving credit facility or term loan, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, such as the lenders under our revolving credit facility and term loan and holders of the Exchange Notes, could proceed against the collateral securing the debt. Because the Indenture, revolving credit facility and term loan have cross-default provisions, if the indebtedness under the Exchange Notes or under our revolving credit facility or any of our other debt is accelerated, we may be unable to repay or finance the amounts due.

We are a holding company and depend upon the earnings of our subsidiaries to make payments on the Exchange Notes.

We are a holding company and conduct all of our operations through our subsidiaries. All of our operating income is generated by our operating subsidiaries. We must rely on dividends and other advances and transfers of funds from our subsidiaries, and earnings from our investments in cash, to provide the funds necessary to meet our debt service obligations, including payment of principal and interest on the Exchange Notes. Although we are the sole stockholder of each of our operating subsidiaries and therefore able to control their respective declarations of dividends, applicable laws may prevent our operating subsidiaries from being able to pay such dividends. In addition, such payments may be restricted by claims against our subsidiaries by their creditors, such as suppliers, vendors, lessors, and employees, and by any applicable bankruptcy, reorganization, or similar laws applicable to our operating subsidiaries. The availability of funds, and therefore the ability of our operating subsidiaries to pay dividends or make other payments or advances to us, will depend upon their operating results.

Sales of assets by us or the guarantors could reduce the pool of assets securing the Exchange Notes and the Exchange Guarantees.

The security documents relating to the Exchange Notes will allow us and the guarantors to remain in possession of, retain exclusive control over, freely operate and collect and invest and dispose of any income from, the collateral securing the Exchange Notes. To the extent we sell any assets that constitute such collateral, the proceeds from such sale will be subject to the liens securing the Exchange Notes only to the extent such proceeds would otherwise constitute "collateral" securing the Exchange Notes and the subsidiary guarantees under the security documents, and will also be subject to the security interest of creditors other than the holders of the Exchange Notes, some of which may be senior or prior to the liens held by the holders of the Exchange Notes, such as the lenders under our revolving credit facility and term loan, who have a first-priority lien in certain of the collateral securing the Exchange Notes. To the extent the proceeds from any such sale of collateral do not constitute "collateral" under the security documents, the pool of assets securing the Exchange Notes and the guarantees would be reduced and the Exchange Notes and the guarantees would not be secured by such proceeds.

The Indenture and our revolving credit facility and term loan impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some actions.

The Indenture and our revolving credit facility and term loan contain restrictions on our activities, including covenants that limit our and our restricted subsidiaries' ability to transfer or sell assets or use asset sale proceeds; incur or guarantee additional debt or issue preferred equity securities; pay dividends, redeem subordinated debt, if any, or make other restricted payments; make certain investments; create or permit liens on our assets; enter into transactions with affiliates; and merge, consolidate or transfer all or substantially all of our or our restricted subsidiaries' assets.

Our revolving credit facility requires us to meet certain financial ratios and minimum availability levels. We may not be able to maintain these ratios and levels, and if we fail to be in compliance with these tests, we may not be able to borrow the full amount available under our revolving credit facility, which could make it difficult for us to operate our business.

The restrictions in the Indenture and our revolving credit facility and term loan may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We also may incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all. The breach of any of these covenants and restrictions could result in a default under the Indenture or under our revolving credit facility or term loan. An event or default under our debt agreements would permit our lenders to declare all amounts borrowed from them to be due and payable.

We may not have the funds necessary to satisfy all of our obligations under the revolving credit facility, the term loan, the Exchange Notes or other indebtedness in connection with certain change of control events.

Upon the occurrence of specific kinds of change of control events, the Indenture requires us to make an offer to repurchase all outstanding Exchange Notes at 101% of the principal amount thereof, plus accrued and unpaid interest (and additional interest, if any) to the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of control to make the required repurchase of the Exchange Notes. In addition, restrictions under our revolving credit facility and term loan may not allow us to repurchase the Exchange Notes upon a change of control. If we could not refinance such debt or otherwise obtain a waiver from the holders of such debt, we would be prohibited from repurchasing the Exchange Notes, which would constitute an event of default under the indenture. Certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the Indenture. See "Description of the Exchange Notes—Change of Control."

In addition, our revolving credit facility provides that certain change of control events constitute an event of default under our revolving credit facility. Such an event of default entitles the lenders thereunder to, among other things, cause all outstanding debt obligations under the revolving credit facility to become due and payable and to proceed against the collateral securing our revolving credit facility. Any event of default or acceleration of the revolving credit facility will likely also cause a default under the terms of our other indebtedness.

The collateral is subject to casualty risks and there may not be sufficient collateral to pay all or any portion of the Exchange Notes.

We are obligated under the collateral arrangements to maintain adequate insurance or otherwise insure against hazards. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. It is possible that the insurance proceeds will not compensate us fully for our losses.

Indebtedness and other obligations under our revolving credit facility, term loan, the Exchange Notes and certain other senior secured indebtedness that we may incur in the future will be secured by liens on substantially all of our assets. Pursuant to the terms of an intercreditor agreement, the lien on certain of our and the guarantors' assets that will secure the Exchange Notes and the guarantees will be contractually subordinated to a lien that will secure our revolving credit facility and term loan to the extent of the collateral securing the revolving credit facility and term loan and certain other permitted indebtedness. Additionally, certain permitted indebtedness may be secured by liens that have priority by law. Consequently, the Exchange Notes and the Exchange Guarantees will be effectively subordinated to borrowings under our revolving credit facility and term loan and certain other permitted indebtedness to the extent of the value of such assets. Therefore, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, or an acceleration of our indebtedness under our revolving credit facility or any other contractually senior claims, the assets that secure these contractually senior claims on a first-priority basis must be used first to pay these contractually senior claims in full before any payments are made therewith on the Exchange Notes.

The value of the assets pledged as collateral for the Exchange Notes could be impaired in the future as a result of changing economic conditions, competition or other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under the Exchange Notes, in full or at all, after first satisfying our obligations in full under contractually senior claims. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the Exchange Notes. Any claim for the difference between the amount, if any, realized by holders of the Exchange Notes from the sale of the collateral securing the Exchange Notes and the obligations under the Exchange Notes would rank equally in right of payment with all of our unsecured senior indebtedness.

Additionally, the terms of the Indenture allow us to issue additional notes in certain circumstances. The Indenture does not require that we maintain the current level of collateral or maintain a specific ratio of indebtedness to asset values. Any additional notes issued pursuant to the Indenture will rank pari passu with the Exchange Notes and be entitled to the same rights and priority with respect to the collateral. Thus, the issuance of additional notes pursuant to the Indenture may have the effect of significantly diluting noteholders' ability to recover payment in full from the then existing pool of collateral. In addition, releases of collateral from the liens securing the Exchange Notes are permitted under some circumstances.

Securities of our subsidiaries will be considered to be pledged to secure the Exchange Notes only to the extent and for so long as that pledge would not require the filing of separate financial statements with the SEC for that subsidiary. As a result, the Exchange Notes could be secured by less collateral than our other senior indebtedness, including the revolving credit facility and the term loan.

Subject to various exceptions that are described below and elsewhere in this prospectus, the Exchange Notes are secured by a pledge of the assets of the Company and the guarantors, including the capital stock and other securities of the Company's domestic subsidiaries (and 65% of the capital stock of the Company's first-tier foreign subsidiaries) as of the date of this prospectus. Under the SEC regulations currently in effect, if the aggregate principal amount, par value, book value as carried by us

or market value, whichever is greatest, of the capital stock and other securities or similar items of a subsidiary that are pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of notes then outstanding, such a subsidiary would be required to provide separate financial statements in filings with the SEC. The security agreement governing the Original Notes provides that any capital stock and other securities of any of the Company's subsidiaries will automatically be deemed not to be collateral securing the Exchange Notes for so long as the pledge of such capital stock or other securities would cause such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X or another similar rule (referred to herein as the Collateral Cutback Provision).

We conduct substantially all of our business through the Company's subsidiaries, one of which currently has capital stock that we estimate has a book and market value in excess of 20% of the aggregate principal amount of the Exchange Notes, or $75.0 million. We estimate that, for purposes of Rule 3-16, the value of the capital stock of Jack Cooper Transport exceeded 20% of the principal amount of the notes as of December 31, 2015. Accordingly, the pledge of capital stock and other securities with respect to such subsidiary will be subject to the Collateral Cutback Provision and limited in value to less than 20% of the aggregate principal amount of the Exchange Notes. Based on our estimates, the aggregate percentage of our consolidated assets and revenues represented by Jack Cooper Transport as of December 31, 2015 are approximately 89% and 94%, respectively. As a result, holders of the Exchange Notes could lose a significant portion of their security interest in the capital stock or other securities of Jack Cooper Transport, or any other subsidiary that becomes subject to the Collateral Cutback Provision.

We have not had an external third-party market valuation conducted as to the capital stock of the Company's subsidiaries, so our estimates should not be considered an indication as to what such subsidiaries might be able to be sold for in the market. Our estimate of the book value of each subsidiary was based on the book value of such subsidiary under GAAP, without eliminating intercompany balances. Our estimate of the market value of each subsidiary was based on internal management estimates. Furthermore, the list of the Company's subsidiaries that are subject to the Collateral Cutback Provision may change due to changes in such estimates or the outstanding principal amount of the Exchange Notes.

We are permitted to incur other senior secured indebtedness with a pari passu lien in the collateral. If that indebtedness is not notes or other securities that trigger the requirements of Rule 3-16 (such as credit facility debt or notes or other securities that are not registered under the Securities Act or Exchange Act), it will not be subject to the Collateral Cutback Provision. Accordingly, even though those other series of senior secured indebtedness are meant to have a pari passu lien in the collateral, they may actually have a more extensive collateral package than the Exchange Notes. In addition, they will not be required by the terms of any intercreditor agreement to pursue enforcement against any specific collateral before collecting ratably with the Exchange Notes. Accordingly, future indebtedness that is intended to have a pari passu lien with the Exchange Notes may actually have a more extensive collateral package and may recover more ratably than the notes in any enforcement situation. In addition, the security granted in favor of lenders under the revolving credit facility and term loan is not subject to the Collateral Cutback Provision, so the collateral package securing the obligations under such facilities will include a second-priority pledge of all capital stock of the Company's domestic subsidiaries and 65% of the Company's first-tier foreign subsidiaries.

It may be more difficult, costly and time-consuming for holders of the Exchange Notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary.

The security interest in after-acquired property may not be perfected promptly or at all.

Applicable law requires that security interests in certain property, such as motor vehicles and real property, acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that we will inform such trustee or collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. Neither the trustee nor the collateral agent has an obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in certain of the after-acquired collateral or the priority of the security interest in favor of the Exchange Notes against third parties.

There are circumstances other than repayment or discharge of the Exchange Notes under which the collateral securing the Exchange Notes and Exchange Guarantees will be released automatically, without your consent or the consent of the trustee.

Under various circumstances, all or a portion of the collateral securing the Exchange Notes and the Exchange Guarantees may be released, including to enable the sale, transfer or other disposal of such collateral in a transaction not prohibited under the Indenture or the agreements governing our revolving credit facility and term loan, including the sale of any entity in its entirety that owns or holds such collateral; and with respect to collateral held by a guarantor, upon the release of such guarantor from its Exchange Guarantee.

In addition, the Exchange Guarantee of a guarantor will be released in connection with a sale of such guarantor in a transaction not prohibited by the Indenture. Also, in certain instances after the disposition of assets or the ownership interest of a guarantor, such assets and such guarantor will be released if the first lien holders of first-priority claims have also released their liens.

The lien on the ABL Collateral securing the Exchange Notes and the Exchange Guarantees is junior and subordinate to the lien on the ABL Collateral securing our revolving credit facility and term loan and certain other first lien obligations.

The Exchange Notes and the Exchange Guarantees will be secured by first-priority liens granted by us and the existing guarantors and any future guarantor on certain of our assets and certain of the assets of the guarantors (excluding the ABL Collateral) and second priority liens granted by us and the existing guarantors and any future guarantor on the ABL Collateral and certain hedging and cash management obligations, subject to certain permitted liens, exceptions and encumbrances described in the Indenture and the security documents relating to the Exchange Notes. As set out in more detail under "Description of the Exchange Notes," the lenders under our revolving credit facility and term loan and holders of certain of our hedging and cash management obligations will be entitled to receive all proceeds from the realization of the ABL Collateral under certain circumstances, including upon default in payment on, or the acceleration of, any obligations under our revolving credit facility and term loan, or in the event of our, or any of our subsidiary guarantors', bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, to repay such obligations in full before the holders of the Exchange Notes will be entitled to any recovery from such collateral. In addition, the Indenture will permit us and the guarantors to create additional liens under specified circumstances, including liens senior in priority to and pari passu with the liens securing the Exchange Notes. Any obligations secured by such liens may further limit the recovery from the realization of the ABL Collateral available to satisfy holders of the Exchange Notes.

Holders of the Exchange Notes will not control decisions regarding the ABL Collateral.

The lenders under our revolving credit facility and our term loan, as holders of first-priority lien obligations on the ABL Collateral, will control substantially all matters related to such collateral, pursuant to the terms of the intercreditor agreement. The holders of the first-priority lien obligations may cause the collateral agent thereunder (the "first lien agent") to dispose of, release, or foreclose on, or take other actions with respect to, the ABL Collateral (including amendments of and waivers under the security documents) with which holders of the Exchange Notes may disagree or that may be contrary to the interests of holders of the Exchange Notes, even after a default under the Exchange Notes. To the extent ABL Collateral is released from securing the first priority lien obligations, the intercreditor agreement will provide that in certain circumstances, the second priority liens securing the Exchange Notes will also be released. In addition, the security documents related to the second priority lien generally provide that, so long as the first priority lien obligations are in effect, the holders of the first priority lien obligations may change, waive, modify or vary the security documents governing such first priority liens without the consent of the holders of the Exchange Notes (except under certain limited circumstances) and that the security documents governing the second priority liens will be automatically changed, waived and modified in the same manner. Further, the security documents governing the second priority liens may not be amended in any manner adverse to the holders of the first-priority obligations without the consent of the first lien agent until the first priority lien obligations are paid in full. The intercreditor agreement will prohibit second priority lienholders from foreclosing on the collateral until payment in full of the first priority lien obligations. We cannot assure you that in the event of a foreclosure by the holders of the first priority lien obligations, the proceeds from the sale of collateral would be sufficient to satisfy all or any of the amounts outstanding under the Exchange Notes after payment in full of the obligations secured by first priority liens on the collateral.

We will in most cases have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the Exchange Notes and the Exchange Guarantees.

The collateral documents allow us to remain in possession of, retain exclusive control over, freely operate and collect, invest and dispose of any income from, the collateral securing the Exchange Notes and the Exchange Guarantees. With respect to any release of collateral, we must deliver to the Exchange Notes collateral agent, from time to time, an officer's certificate to the effect that all releases and withdrawals during the preceding six-month period in which no release or consent of the Exchange Notes collateral agent was obtained in the ordinary course of business were not prohibited by the Indenture. See "Description of the Exchange Notes."

It may be difficult to realize the value of the collateral pledged to secure the Exchange Notes and the Exchange Guarantees.

The security interest of the collateral agent may be subject to practical problems generally associated with the realization of security interests in the collateral. For example, the collateral agent may need to obtain the consent of a third party or governmental agency to obtain or enforce a security interest in a license or contract or to otherwise operate our business. We cannot assure you that the collateral agent will be able to obtain any such consent. If the trustee exercises its rights to foreclose on certain assets, transferring required government approvals to, or obtaining new approvals by, a purchaser of assets may require governmental proceedings with consequent delays. In addition, any foreclosure on the assets of a subsidiary, rather than upon its capital stock as a result of the stock of such subsidiary being an "excluded asset," may result in delays and additional expense, as well as less proceeds than would otherwise have been the case.

In addition, the collateral agent for the Exchange Notes may need to evaluate the impact of potential liabilities before determining to foreclose on the collateral, because entities that hold a security interest in real property may be held liable under environmental laws for the costs of

remediating or preventing release or threatened releases of hazardous substances at the secured property. In this regard, the collateral agent may decline to foreclose on the collateral or exercise remedies available if it does not receive indemnification to its satisfaction from the holders. Finally, the collateral agent's ability to foreclose on the collateral on behalf of the holders of the Exchange Notes may be subject to lack of perfection, the consent of third parties, prior liens and practical problems associated with the realization of the collateral agent's lien on the collateral.

Corporate benefit laws and other limitations on the Exchange Guarantees may adversely affect the validity and enforceability of the Exchange Guarantees of the Exchange Notes.

The guarantees of the Exchange Notes by the guarantors provide the holders of the Exchange Notes with a claim against the assets of the guarantors. Each of the guarantees and the amount recoverable under the guarantees, however, will be limited to the maximum amount that can be guaranteed by a particular guarantor without rendering the guarantee, as it relates to that guarantor, voidable or otherwise ineffective under applicable law. In addition, enforcement of any of these guarantees against any guarantor will be subject to certain defenses available to guarantors generally. These laws and defenses include those that relate to fraudulent conveyance or transfer, voidable preference, corporate purpose or benefit, preservation of share capital, thin capitalization and regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, a guarantor may have no liability or decreased liability under its guarantee.

Rights of holders of Exchange Notes may be adversely affected by bankruptcy proceedings.

The right of the collateral agent for the Exchange Notes to repossess and dispose of the collateral securing the Exchange Notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the Exchange Notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents, or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the Exchange Notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the Exchange Notes would be compensated for any delay in payment or loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the Exchange Notes, the holders of the Exchange Notes would have "undersecured claims" as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees for "undersecured claims" during the debtor's bankruptcy case.

Under certain circumstances a court could cancel the Exchange Notes or the Exchange Guarantees.

Our issuance of the Exchange Notes and the issuance of the Exchange Guarantees may be subject to review under federal or state fraudulent transfer law. If we become a debtor in a case under the

U.S. Bankruptcy Code or encounter other financial difficulty, a court might avoid or cancel our obligations under the Exchange Notes. The court might do so, if it found that when we issued the Exchange Notes: (i) we received less than reasonably equivalent value or fair consideration and (ii) we either (a) were or were rendered insolvent, (b) were left with inadequate capital to conduct our business or (c) believed or reasonably should have believed that we would incur debts beyond our ability to pay. The court might also avoid the Exchange Notes, without regard to factors (i) and (ii), if it found that we issued the Exchange Notes with actual intent to hinder, delay or defraud our creditors.

Similarly, if one of the guarantors becomes a debtor in a case under the U.S. Bankruptcy Code or encounters other financial difficulties, a court might cancel its Exchange Guarantee, if it found that when the guarantor issued its Exchange Guarantee, or in some jurisdictions, when payments became due under the Exchange Guarantee, factors (i) and (ii) above applied to the guarantor, or if it found that the guarantor issued its Exchange Guarantee with actual intent to hinder, delay or defraud its creditors. A court would likely find that neither we nor any guarantor received reasonably equivalent value or fair consideration for incurring our obligations under the Exchange Notes and Exchange Guarantees unless we or the guarantors benefited directly or indirectly from the Exchange Notes' issuance. In other instances, courts have found that an issuer did not receive reasonably equivalent value or fair consideration if the proceeds of the issuance were used to finance an acquisition of the issuer, although we cannot predict how a court would rule in this case.

The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all of its property, or its assets' present fair saleable value is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, "debts" includes contingent and unliquidated debts.

The Indenture limits the liability of each guarantor on its Exchange Guarantee to the maximum amount that the guarantor can incur without risk that the Exchange Guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect the Exchange Guarantees from fraudulent transfer claim or, if it does, that the remaining amount due and collectible under the Exchange Guarantees would suffice, if necessary, to pay the Exchange Notes in full when due. If a court voided our obligations under the Exchange Notes and the obligations of all of the guarantors under their Exchange Guarantees, you would cease to be our creditors or creditors of the guarantors and likely have no source from which to recover amounts due under the Exchange Notes. Even if the Exchange Guarantee of a guarantor is not avoided as a fraudulent transfer, a court may subordinate the Exchange Guarantee to that guarantor's other debt. In that event, the Exchange Guarantees would be structurally subordinated to all of the guarantor's other debt.

Any future pledge of collateral in favor of the collateral agent for the Exchange Notes, including pursuant to security documents delivered after the date of the Indenture, may be avoidable in bankruptcy if certain events or circumstances exist or occur, including if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the Exchange Notes to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

The value of the collateral securing the Exchange Notes and the Exchange Guarantees may not be sufficient to secure postpetition interest.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, holders of the Exchange Notes will only be entitled to post-petition interest under the U.S. Bankruptcy Code to the extent that the value of their security interest in the collateral securing the

Exchange Notes and the Exchange Guarantees is greater than their pre-bankruptcy claim. Holders of the Exchange Notes that have a security interest in collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code. No appraisal of the fair market value of the collateral has been prepared in connection with this offering and therefore the value of the noteholders' interest in the collateral may not equal or exceed the principal amount of the Exchange Notes.

If you do not exchange your Original Notes pursuant to this exchange offer, you may never be able to sell your Original Notes and you will continue to be subject to the risks stated herein relative to the Exchange Notes.

It may be difficult for you to sell your Original Notes that are not exchanged in the exchange offer. The Original Notes may not be offered or sold unless they are registered or there are exemptions from the registration requirements under the Securities Act and applicable state securities laws. If you do not tender your Original Notes or if we do not accept some of your Original Notes, those notes will continue to be subject to the transfer and exchange restrictions in:

The restrictions on transfer of your Original Notes arise because we issued the Original Notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Original Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold pursuant to an exemption from such requirements. Holders who do not tender their Original Notes will not have any further registration rights under the registration rights agreements or otherwise, and we do not intend to register the Original Notes under the Securities Act. To the extent Original Notes are tendered and accepted in the exchange offer, the trading market, if any, for the Original Notes would be adversely affected. See "The Exchange Offer—Procedures for Tendering."

Further, the Original Notes are subject to all of the risks stated herein with respect to the Exchange Notes. Therefore, in addition to the transfer restrictions, a holder of Original Notes who does not exchange them will continue to have all of the risks inherent in ownership of debt securities of the Company.

There is no active market for the Exchange Notes and if an active trading market does not develop for the Exchange Notes you may not be able to resell them.

The Exchange Notes are a new issue of securities. There is no active public trading market for the notes. We do not intend to apply for listing of the Exchange Notes on a security exchange. The liquidity of the trading market in the Exchange Notes and the market prices quoted for the Exchange Notes may be adversely affected by changes in the overall market for this type of securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a consequence, an active trading market may not develop for the Exchange Notes, you may not be able to sell the Exchange Notes, or, even if you can sell the Exchange Notes, you may not be able to sell them at an acceptable price.

Some holders that exchange their Original Notes may be required to comply with registration and prospectus delivery requirements in connection with the sale or transfer of their Exchange Notes.

Holders that exchange Original Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act

in connection with any resale transaction. Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes which were acquired by such broker-dealer as a result of market-making or other trading activities may be deemed to be a statutory underwriter under the Securities Act and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Holders that are required to comply with the registration and prospectus delivery requirements may face additional burdens on the transfer of their Exchange Notes and could incur liability for failure to comply with applicable requirements.

We are not obligated to complete the exchange offer under certain circumstances. See "The Exchange Offer—Conditions." Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their Exchange Notes. You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the exchange notes.

Holders of the Original Notes who do not tender their Original Notes will have no further rights under the registration rights agreements, including registration rights and the right to receive additional interest.

Holders that are eligible to participate in the exchange offer but who do not tender their Original Notes will not have any further registration rights or any right to receive additional interest under the registration rights agreements or otherwise.

Your Original Notes will not be accepted for exchange if you fail to follow the applicable exchange offer procedures and, as a result, your Original Notes will continue to be subject to existing transfer restrictions and you may not be able to sell them.

We will not accept your Original Notes for exchange if you do not follow the applicable exchange offer procedures. We will issue Exchange Notes as part of the applicable exchange offer only after timely receipt of your Original Notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your Original Notes, please allow sufficient time to ensure timely delivery. If we do not receive your Original Notes, a properly completed and duly executed letter of transmittal and other required documents by the expiration date of the applicable exchange offer, we will not accept your Original Notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of Original Notes for exchange. If there are defects or irregularities with respect to your tender of Original Notes, we will not accept your Original Notes for exchange.

Our business is subject to several general economic and business factors, which affect the broader industry, exist beyond our control, and any of which could have a material adverse effect on our operating results.

These factors include limited or excess capacity in the trucking industry and changes in automotive demand, deficits or surpluses in the market for used equipment, interest rates, license and registration fees and insurance premiums.

We operate in a highly competitive and fragmented industry, and our business may suffer if we are unable to adequately address downward pricing pressures and other factors that may adversely affect our ability to compete with other carriers. Some of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit

our ability to maintain or increase freight rates, maintain our margins or maintain significant growth in our business, which may have an adverse effect on our financial condition and operating results.

Automotive OEMs may choose to integrate vertically and provide services in house.

To our knowledge, only Toyota and Chrysler provide automotive transport services in house, with Toyota operating 91 trucks and Chrysler operating 33 trucks. If they choose to continue to increase the amount of transportation services they provide for themselves or if any of our other existing customers decide to provide such services in-house, we may experience a loss of such customer or a reduction in services rendered to them which may have an adverse effect on our financial condition and operating results.

We may be affected by labor issues in the broader transportation industry.

Difficulty in attracting drivers could affect our profitability and ability to grow. Periodically, the transportation industry experiences difficulty in attracting and retaining qualified drivers, including independent contractors, resulting in intense competition for drivers. We have from time to time experienced underutilization and increased expenses due to a shortage of qualified drivers. If we are unable to attract drivers when needed or contract with independent contractors when needed, we could be required to further adjust our driver compensation packages or let trucks sit idle, which could adversely affect our growth and profitability. If we are unable to retain drivers, our business, financial condition and results of operations could be harmed.

If we are unable to generate sufficient cash from operations in the future, we may have to limit our growth, enter into financing arrangements or operate our revenue equipment for longer periods, any of which could have a material adverse effect on our profitability.

We will not receive any cash proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive in exchange Original Notes in like principal amount. The Original Notes surrendered in exchange for Exchange Notes will be retired and canceled and cannot be reissued. Issuance of the Exchange Notes will not result in a change in our amount of outstanding debt.

The following table sets forth the ratio of earnings to fixed charges on a consolidated basis for each of the periods indicated.

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2015 on an actual basis.

You should read the following table in conjunction with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Summary Historical Consolidated Financial and Other Data" and our consolidated financial statements and related notes included elsewhere in this prospectus.

See the discussion under the heading "Item 1—Business" for information regarding business combinations affecting the comparability of our results and measurements detailed below.

	Year Ended December 31,

	2015			2014			2013			2012			2011
	(in thousands except selected per share amounts and operating data)
Consolidated Statement of Loss:
Operating Revenues	$	728,589		$	783,280		$	514,689		$	515,665		$	414,212
Operating Expenses
Compensation and benefits		373,469			383,278			240,442			240,952			222,541
Fuel		67,796			109,333			76,014			79,298			72,190
Depreciation and amortization		50,941			50,441			25,314			24,824			24,457
Repairs and maintenance		54,395			53,802			31,759			31,145			30,249
Other operating		122,985			140,840			87,159			86,782			69,982
Selling, general and administrative expenses		56,277			60,706			42,118			31,008			24,823
Loss (gain) of sale of property and equipment		2,426			1,117			34			249			(260	)
Goodwill and intangible asset impairment		15,352			—			4,663			—			—

Total operating expenses		743,641			799,517			507,503			494,258			443,982

Operating income (loss)		(15,052	)		(16,237	)		7,186			21,407			(2,770	)
Other Income (Expense)
Interest expense, including extinguishment of debt, net		(46,912	)		(41,364	)		(59,602	)		(26,745	)		(23,271	)
Other, net		(6,923	)		(3,914	)		(857	)		(153	)		(201	)

Total other expense		(53,835	)		(45,278	)		(60,459	)		(26,898	)		(23,472	)

Loss before income taxes		(68,887	)		(61,515	)		(53,273	)		(5,491	)		(26,242	)
Provision (benefit) for income taxes		1,029			1,219			(967	)		(267	)		2,156

Net loss		(69,916	)		(62,734	)		(52,306	)		(5,224	)		(28,398	)
Less: Net loss (income) attributable to noncontrolling interests		—			—			—			417			(44	)

Net Loss Attributable to Jack Cooper Holdings Corp.	$	(69,916	)	$	(62,734	)	$	(52,306	)	$	(4,807	)	$	(28,442	)
Selected Financial Data:
Fleet Capex(1)	$	24,658		$	13,755		$	15,973		$	12,678		$	48,276
Adjusted EBITDA(2)	$	58,528		$	54,234		$	57,870		$	57,376		$	38,150
Selected Operating Data:
Revenue per loaded mile	$	7.77		$	7.45		$	7.23		$	6.82		$	6.30
Units carried (in 000's)		4,139			4,065			2,592			2,623			2,224
Number of active rigs		2,421			2,499			2,430			1,588			1,582

(1): Fleet Capex is the component of our total capital expenditures that reflects the amount we spend on our fleet. During the year ended December 31, 2015, we purchased 180 rigs for an aggregate of $5.8 million as their operating leases expired, in addition to purchasing $5.1 million of new trailers and spending $13.8 million on rig refurbishments and modifications. During the year ended December 31, 2013, the fleet capex included additional rigs acquired in the Allied Acquisition. During the year ended December 31, 2011, fleet capex included additional fleet equipment purchases and refurbishments and remanufacturing of equipment that was idle prior to the additional business awards from GM and Toyota during March of 2011.
(2): EBITDA, as used herein, represents income (loss) from continuing operations plus provision (benefit) for income tax expense (benefit), interest expense, net, write-off of amortizable deferred financing cost and depreciation and amortization. Adjusted EBITDA, as used herein, is defined as EBITDA further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and/or are non-cash items such as: fuel surcharge reductions; goodwill and intangible asset impairment; adjustments for legacy workers' compensation charge related to programs in-place prior to our current ownership; new terminal startup costs; impact of terminal closures; pension withdrawal liabilities; maintenance expense to bring idle equipment on-line; severance and employment agreement charges; professional fees associated with acquisitions, potential acquisitions and other non-operating-related transactions; stock based compensation; net (income) loss attributable to noncontrolling interests; other, net, primarily comprised of non-cash impact of foreign currency changes on certain intercompany notes that are other than long-term in nature; (gain) loss on sale of property and equipment; all as detailed below. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. We present EBITDA and Adjusted EBITDA because we consider these to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors, lenders, and other interested parties in the evaluation of companies in our industries with similar capital structures. Our definitions of EBITDA and Adjusted EBITDA are not necessarily comparable to that of other similarly titled measures reported by other companies. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.

EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to net loss, as determined under GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:

	Year Ended December 31

(in thousands)	2015			2014			2013			2012			2011
Reconciliation of Net Loss to EBITDA
Net loss attributable to JCHC	$	(69,916	)	$	(62,734	)	$	(52,306	)	$	(4,807	)	$	(28,442	)
Net income (loss) attributable to noncontrolling interests		—			—			—			(417	)		44

Net loss		(69,916	)		(62,734	)		(52,306	)		(5,224	)		(28,398	)
Provision (benefit) for income taxes		1,029			1,219			(967	)		(267	)		2,156
Interest expense		46,912			41,364			59,602			26,745			23,271
Depreciation and amortization		50,941			50,441			25,314			24,824			24,457

EBITDA	$	28,966		$	30,290		$	31,643		$	46,078		$	21,486

Adjusted EBITDA Calculation
EBITDA	$	28,966		$	30,290		$	31,643		$	46,078		$	21,486
Plus (less):
Net (income) loss attributable to noncontrolling interests		—			—			—			417			(44	)
Other, net(A)		6,923			3,914			857			153			201
(Gain) loss on sale of assets		2,426			1,117			34			249			(260	)
Legacy workers' compensation charge(B)		903			650			488			1,470			3,328
New terminal start-up costs(C)		—			—			—			—			598
Impact of terminal closures(D)		—			—			—			—			136
Pension withdrawal liability(E)		579			2,794			8,380			4,363			3,609
Maintenance expense to bring idle equipment on-line(F)		—			—			—			—			4,228
Fuel surcharge reductions(G)		—			—			—			978			1,733
Professional fees(H)		960			4,178			10,604			3,266			1,752
Severance and employment agreement charges(I)		1,513			3,162			—			—			1,383
Stock based compensation(J)		906			1,725			318			402			—
Acquisition integration costs(K)		—			6,404			883			—			—
Goodwill and intangible assets impairment(L)		15,352			—			4,663			—			—

Adjusted EBITDA	$	58,528		$	54,234		$	57,870		$	57,376		$	38,150

costs will be incurred from this insurance carrier as a result of the settlement. The claims for the second insurance carrier are for the periods between January 1, 2008 and July 26, 2009 resulting from policies executed by former company ownership and management. In March 2016, the Company agreed to terms memorializing a settlement with the carrier of all outstanding claims related to the policy, subject to the execution of a full settlement agreement with releases and other terms agreeable to both parties.

(C): Start-up costs incurred in 2011 related to new terminals, opened primarily as a result of the new business awards in March 2011, which is reflected in other operating expenses on the consolidated statements of comprehensive loss.
(D): Elimination of losses from terminals closed as a result of a conclusion by new ownership and management that the locations did not meet our return on investment expectations.
(E): Represents estimated partial multi-employer defined benefit pension plan withdrawals. In 2011, we fully withdrew from the Automotive Industries Pension Plan incurring a $3.6 million pension plan liability payable in quarterly installments of principal and interest totaling less than $0.1 million through December 2031. On January 21, 2014, we received a notice of assessment of partial withdrawal from the Philadelphia Plan due to a decline in our contributions to the fund during the three year period from 2007 to 2009. The withdrawal liability of $1.6 million was paid as of September 2015. We previously estimated that we had triggered a partial pension withdrawal liability of $3.5 million as of December 31, 2014 due to declines in contributions to the Philadelphia Plan during the periods since 2009. On July 9, 2015, the Company received a notification from the Philadelphia Plan of the partial withdrawal liability of $3.7 million related to the portion of the declines in contributions to the fund during the periods since 2009, and as a result the Company recorded $0.2 million of additional liability during the second quarter of 2015.

In addition, we previously estimated that we had triggered a partial pension withdrawal liability of $4.4 million as of December 31, 2012 due to declines in contributions to Western Conference Pension Trust during periods between 2010 and 2012. We recorded additional liabilities of $0.6 million during the year ended December 31, 2013 as a result of declines in contributions during the periods then-ended, which are used to estimate the liability. On June 13, 2014, we received the assessment of our partial withdrawal liability for the periods noted above and as a result recorded less than $0.1 million additional liability during the year ended December 31, 2014. During 2013, we recorded $2.6 million for estimated partial withdrawal liabilities during the periods between 2010-2013. During 2014, we recorded $2.2 million for estimated partial withdrawal liabilities during the periods between 2012-2014 and an additional $0.5 million estimate related to withdrawal liabilities during periods between 2010-2013. On August 10, 2015, we received an assessment from the Western Conference Pension Trust indicating we had a partial withdrawal liability of $3.4 million related to the portion of the declines in contributions to the fund during the periods between 2011 and 2013, and as a result we recorded $0.3 million of additional liability during the third quarter of 2015.
(F): Additional maintenance expenses incurred in connection with the conversion and maintenance of idle rigs to bring each to road worthy status. These costs were a result of the actions taken, such as deploying idle rigs and refurbishing rigs within our existing fleet, in response to new business awards. These costs are for items such as tires, fluids and other repairs which do not qualify as capital expenditures.
(G): A customer modified its calculation of fuel surcharge without notice. The Company requested modified hauling rates from its customer to offset the reduction in fuel. The values shown here reflect the fuel surcharge that was permanently lost during the period of modified fuel surcharge rates without corresponding hauling rate adjustments.
(H): Charges for third-party legal, consulting and accounting expenses related to potential and consummated transactions, and related due diligence, including the Allied Acquisition, which are included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.
(I): During the year ended December 31, 2015, costs related to payments under severance and labor agreement obligations, which included severance obligations associated with the planned closure of two Canadian terminal locations in the first half of 2016. During the year ended December 31, 2014, costs related to separation, non-compete, and consulting agreements executed in connection with the resignation of two of our officers. During the year ended December 31, 2011, costs related to separation agreements with former employees. These charges are reflected in compensation and benefits and selling, general and administrative expenses in the consolidated statements of comprehensive loss.
(J): Represents the compensation expense for stock options granted during 2014, 2013 and 2011. The fair value of the options was determined using the Black-Scholes model. The expense is included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.

(K): Costs associated with the integration of the Allied Acquisition primarily related to systems transition, transitional associates, information services, travel and fleet relocation.
(L): During the second quarter of 2015, the Company completed an interim impairment test of goodwill and intangible assets of AES resulting in an impairment charge to goodwill of $14.1 million and to intangible assets of $1.2 million. The charge was a result of reduced rates of growth of sales, profit, and cash flow and revised expectations for future performance that were below the Company's previous projections, largely as a result of increased price competition and weak export demand for vehicles to Nigeria, a major market within which AES operates. During the fourth quarter of 2013, the Company completed its annual impairment test of the Logistics segment reporting unit resulting in an impairment charge of $4.7 million related to the goodwill of AES. The charge was a result of revised sales growth rates, profits, and cash flows that were below the Company's previous projections, partially as a result of governmental budgetary issues which have curtailed capital investment for infrastructure projects in Nigeria, a major market for AES.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with "Selected Consolidated Financial Data," our consolidated financial statements and the related notes and the other financial information appearing elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed below and contained elsewhere in this prospectus, particularly under "Risk Factors," and "Forward-Looking Statements." All forward-looking statements are based on information available to us as of the date hereof, and we assume no obligation to update any such forward-looking statements.

We are a transportation and logistics provider and a leading over-the-road finished vehicle logistics company in North America. We provide premium asset and non-asset based solutions to the global new and used vehicle markets, specializing in light vehicle transportation and other logistics services for major OEMs and for fleet ownership and remarketing companies. We offer a broad, complementary suite of asset and non-asset based transportation and logistics solutions through a fleet of 2,421 active rigs as of December 31, 2015 and a network of 57 strategically located terminals across North America. We believe our scale and full range of over-the-road transportation and value-added logistics services, offered in over 85 locations across the U.S., Canada and Mexico allow us to operate efficiently and deliver superior customer service, which we believe gives us a competitive advantage in maintaining and winning new business.

In addition to our asset-based transportation solutions, we provide our customers with a full range of complementary non-asset based logistics and value-added services. Logistics services include freight brokering as well as international shipping services for cars, trucks and construction equipment through our non-vessel owning common carrier subsidiary. Value-added services include the installation of OEM order accessories, claims management, vehicle inspection, and title and supply chain management services, as well as rail and yard management and port processing.

Most of the Company's U.S. employees are represented by the Teamsters and are covered by the Master Agreement, which expired on August 31, 2015. A new agreement is being negotiated. The Teamsters, represented by the Teamsters National Automobile Transporters Industry Negotiating Committee, and the Company, represented by the National Automobile Transports Labor Division, are continuing good faith negotiations to enter into a new agreement, and both parties have mutually agreed to keep all terms and provisions of the Master Agreement in effect until a new agreement is entered into.

Since 2008, we have undertaken a number of strategic operational initiatives and completed five acquisitions as part of our focus on profitable growth. Most recently, we completed the Allied Acquisition in December 2013, creating the largest over-the-road FVL provider in North America. As a result of these efforts, for the period from 2010 through 2015, we have increased our annual operating revenue and Adjusted EBITDA by a 17.8% and 21.9% compound annual growth rate, or CAGR, respectively, despite operating through one of the worst automotive markets in recent history. During the same period, our net loss grew from $(32.3) million to $(69.9) million, primarily resulting from increased interest expense as we incurred additional debt to fund our growth. We believe we are ideally positioned to capitalize on favorable growth and modal shifts in the global FVL industry (which includes all modes of transportation, whether truck, rail or ship), as well as expand into other industry verticals that require highly specialized or customized asset and non-asset based solutions.

On December 4, 2015, the FAST Act was signed into law. The FAST Act will allow us to transport non-auto based cargo on the trailers of our rigs, which we expect will allow us to leverage our fleet to transport on our backhauls materials ranging from commodities, such as timber, to specialty products, such as utility vehicles. The FAST Act also provides for an additional five feet of total length for automobile transporters, changing the current federal limit from 75 feet to 80 feet. Additionally, front and rear overhang limits are now increased by three feet in the front and four feet in the rear, to a total allowance of four feet front overhang and six feet rear overhang. This results in a total load length (truck with overhang) of 90 feet, which we believe would allow us to increase our load factor and improve our margins in future periods without incremental equipment investment.

We operate in two reportable segments, the Transport segment and the Logistics segment, which are further described below.

The Transport segment provides automotive transportation services to OEMs of cars and light trucks in the U.S. and Canada. Specific services include (i) transportation of new vehicles from OEM assembly centers, vehicle distribution centers and port sites to dealers or other intermediate destinations and (ii) certain non-asset based services such as yard management services, including railcar loading and gate releasing services at OEM assembly centers and related new vehicle inspection services. The average length of haul is approximately 200 miles, though our length of haul ranges from less than a mile up to approximately 2,400 miles. The Transport segment's revenue represented 91.5% and 91.8% of the Company's total revenue for the years ended December 31, 2015 and 2014, respectively.

The Logistics segment engages in the global non-asset based automotive supply chain for new and used finished vehicles and includes: (i) brokering the transportation of used vehicles, including vehicles sold through an automotive auction process, and (ii) services within the growing remarketed vehicle sector, in which our customers are typically OEM remarketing departments, automotive auction companies and logistics brokers, including brokering of the international shipment of cars and trucks from various ports in the U.S. to various international destinations and inspection and title storage services for pre-owned and off-lease vehicles. The Logistics segment's revenue represented 8.5% and 8.2% of the Company's total revenue for the years ended December 31, 2015 and 2014, respectively.

We primarily earn revenues from the intrastate and interstate transportation of vehicles. Most of our sales and costs are significantly concentrated among three major customers: GM, Ford and Toyota, which accounted for approximately 83%, 81%, and 86% of total revenues for the years ended December 31, 2015, 2014, and 2013, respectively, and GM alone accounted for 40%, 38%, and 51%, respectively. We generate a significant portion of our revenue by transporting automobiles and light trucks for our customers. Generally, we are paid per vehicle transported, per mile. We also derive revenue from fuel surcharges, yard management services, including rail loading and unloading activities, brokering of transportation of used vehicles, brokering of international shipments of cars, trucks, and construction equipment from various ports in the U.S. to various international destinations by third-party ships, and inspection and titles storage services for pre-owned and off-lease vehicles.

The main factors that affect our revenue are the number of vehicles manufactured by our customers, the type of vehicle models and the distance between origin location and destination location, the revenue per mile we receive from our customers, the percentage of miles for which we are compensated, the number of rigs operating and changes in fuel prices. These factors relate to, among other things, the U.S. economy, inventory levels, the level of truck capacity in our markets, customer demand by location for each vehicle model, timing of OEM production, changeovers and recalls, and our average length of haul.

As is common in the industry, we recover a portion of certain fuel costs from fuel surcharges charged to customers. Changes in fuel costs will not result in a direct offset to fuel surcharges due to the nature of the calculation of fuel surcharges, which is customer-specific and fluctuates as a result of miles driven, changes in the number and types of units hauled per customer, as well as the relationship of the national average cost of fuel (the national average diesel price index) or other contractually determined customer index benchmarks compared to actual fuel prices paid at the pump.

During the year ended December 31, 2015, revenues decreased by 7.0% as compared to 2014, primarily as a result of (i) decreased fuel surcharges due to the overall reduction in average fuel prices throughout the U.S., (ii) a decrease of 6.2% in miles driven during the year ended December 31, 2015 as compared to 2014, primarily due to the Company's decision to exit certain unprofitable hauling routes, and (iii) reduced revenues from the Company's brokerage operations and international export shipping operations of cars, trucks and construction equipment during the year mainly due to lower used vehicle brokerage volumes and decreased shipments at AES during the year ended December 31, 2015. These effects were partially offset by less severe weather conditions during the first quarter of 2015 as compared to the first quarter of 2014. We experienced 28 terminal shut-down days associated with the severe weather conditions during the first quarter of 2015, compared to 102 terminal shut-down days during the same period of 2014. A terminal shut-down day is defined as one eight hour Monday through Friday operating day for a single terminal. Decreased revenues were also offset by contractual changes made with certain customers during the third quarter of 2015, which include changes in pricing and payment terms and certain operational improvements. These contractual amendments partially offset the revenue decrease discussed above, contributing $6.0 million of additional revenue during the year ended December 31, 2015.

During 2014, revenues increased as a result of the Allied Acquisition; however, this increase was partially offset by revenue declines for a significant number of our locations as a result of the severe weather conditions during the first three months of 2014. We experienced 102 terminal shut down days associated with the severe weather conditions during the first quarter of 2014, compared to 17 terminal shut down days during the same period of 2013. Certain terminals experienced partial shutdown days which are defined as at least four hours of lost operating time during an eight-hour day. The weather-related impact caused inefficiencies in our loading, unloading and transit times (associated with cleaning snow off of trucks before use and cleaning snow off of revenue units before and after transporting them), increased lodging costs due to hours of service restrictions for our drivers, and premium (overtime) pay required in order to complete the unit movements over weekends to make up for the inefficiencies caused by delayed delivery of on-ground customer inventories. Fuel costs were also negatively impacted as a result of increased hydraulic power take-off run times due to increased loading and unloading times, in addition to being negatively impacted as a result of significant idle truck times during non-driving periods to ensure engines are operable during severe cold weather. Other operating expenses also increased due to snow removal costs associated with the severe weather. Overall, we estimate that the negative impact to our earnings during the first quarter of 2014 was approximately $10 million to $12 million compared to the same period in 2013.

The main expenses that impact our profitability are the variable costs of transporting vehicles for our customers. These costs include fuel expenses, driver-related expenses, such as wages and benefits, rig maintenance costs and insurance costs such as workers' compensation and cargo claims. These expenses generally vary with the miles we travel and number of vehicles hauled, but also have a controllable component based on safety, fleet age, efficiency, and other factors. Our main fixed costs include the acquisition and financing of long-term assets, primarily revenue equipment, terminal non-driver, non-maintenance personnel costs and facilities expenses.

Our profitability was also negatively impacted during the second half of 2014, as we continued to focus on the integration of the Allied Assets and did not fully optimize certain operating factors such as our rigs' load factor (the number of vehicles our rigs carry per trip) and load efficiency (the distance driven from the point of origin to the desired delivery point if driven by the most direct practical route divided by loaded miles) to minimize all out-of-route miles (the number of additional miles our rigs will drive-either on an outbound head haul or to realize a back haul networking opportunity). In order to address this, over the latter part of 2014 and the beginning of 2015, we began developing a proprietary model to help us better calculate and measure these operating factors that we believe drive profitability at the terminal level. With this model in use, we have been able to reduce out-of-route miles and increase back haul revenue, as we can more accurately predict and quantify how our rigs are deployed.

Our business is cyclical and is tied to auto manufacturing output and customer demand for new automobiles. The second fiscal quarter of our year is typically the strongest contributor to revenues and earnings due to strong consumer demand for vehicles during the spring and summer months, workforce efficiencies due to favorable weather and low customer plant down-times. The third fiscal quarter contribution to revenue is typically less than the second quarter due to plant shut-downs necessary for automobile model-year changes by our customers. A significant swing in business volume over a short period as a result of events such as a plant shut-down leads to decreased operating efficiencies and margins during the relevant periods. Fourth quarter revenues are typically strong but, similar to the first quarter, can be negatively impacted by weather conditions, which not only decrease vehicle delivery volumes, but also decrease driver productivity, as well as negatively impacted by fewer working days due to the concentration of holidays during such period.

Our reported financial condition and results of operations have been converted to U.S. dollars from the Canadian dollar and Mexican peso. Our revenues and certain expenses are affected by fluctuations in the value of the U.S. dollar against these local currencies. When we refer to changes in foreign currency exchange rates, we are referring to the differences between the foreign currency exchange rates we use to translate our international operations' results from local currencies into U.S. dollars for reporting purposes. The impacts of foreign currency exchange rate fluctuations are calculated as the difference between current period activities translated using the current period's currency exchange rates and the comparable prior year period's currency exchange rates. We use this method for all countries where the functional currency is not the U.S. dollar.

EBITDA and Adjusted EBITDA. EBITDA represents income (loss) from continuing operations plus provision (benefit) for income tax expense (benefit), interest expense, net, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance, as detailed in

"Selected Historical Consolidated Financial and Other Data." The following table sets out our EBITDA and Adjusted EBITDA for the years ended December 31, 2015, 2014 and 2013:

A reconciliation from net earnings (loss), a GAAP measure, to EBITDA and Adjusted EBITDA, and other information relating to the use of these non-GAAP measures, can be found in "Selected Historical Consolidated Financial Data and Other Information."

Remediation of Material Weakness in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

During the third quarter of 2014, management identified $2.0 million of errors related to revenue recognition occurring in the first two quarters of 2014. All adjustments were made to the consolidated financial statements for the year ended December 31, 2014. As a result of identifying these immaterial errors, management identified a material weakness in our internal control over financial reporting.

The material weakness related to the integration of the Allied Acquisition, during which time the Company did not have adequate revenue-support personnel. The lack of adequate staffing levels resulted in insufficient time spent on review of rate change issues and the investigation and reconciliation of exception reporting. As a result of the continued integration of the Allied Acquisition, monitoring controls were not operating with sufficient precision to enable the errors to be detected and corrected by management in a timely manner.

The Company developed and implemented a plan to remediate the material weakness which included (1) the realignment of certain reporting responsibilities; (2) the development and review of certain exception reporting; (3) the timely investigation and monitoring of exception and deviation reporting; and (4) additional resources including the use of third-party advisory firms to assist in the investigation and detection of invoice exceptions. Through the year ended December 31, 2015, the Company realigned reporting responsibilities of revenue-support personnel to the Chief Financial Officer, and added leadership roles within the billing and revenue functions, with the individuals filling those roles having the necessary expertise to oversee such functions. The Company also investigated the root cause of the material weakness and created monitoring reports over revenue and accounts receivables, which are the subject of daily reviews among all revenue support personnel. Management believes the actions described above and the resulting improvements in controls have strengthened the Company's internal control over financial reporting and have addressed the related material weakness identified. Management believes the material weakness was remediated as of the second quarter of 2015 as these improvements have been operating effectively for an adequate period of time.

Operating revenues. Total operating revenues decreased by $54.7 million to $728.6 million for the year ended December 31, 2015 from $783.3 million for the same period in 2014, a decrease of 7.0%.

The decrease in operating revenues resulted from a $34.3 million decrease in fuel surcharges, a $14.9 million decrease in the Transport segment's revenues, and a $5.5 million decrease in the Logistics segment's revenues. Foreign currency exchange fluctuations had no material impact on the Company's operating revenues.

Fuel surcharges included in revenues for the year ended December 31, 2015 and 2014 were $39.6 million and $74.0 million, or 6.3% and 11.5% of Transport revenues, respectively. Fuel surcharges decreased for the year ended December 31, 2015 as compared to the year ended December 31, 2014 primarily due to the overall decrease in average fuel prices throughout the U.S. as compared to the pre-determined customer index benchmarks. Average fuel prices throughout the U.S. were approximately $2.76 per gallon for the year ended December 31, 2015 and $3.92 per gallon during the same period in 2014. Further contributing to the variance was a decrease in total miles driven, which decreased 6.2% for the year ended December 31, 2015 as compared to the year ended December 31, 2014. Additionally, fuel surcharges decreased as a percentage of revenues due to contractual price increases received from certain customers during the third quarter of 2015, with no corresponding changes in the customer-specific fuel surcharge rates. Fuel surcharges represented approximately 58.4% and 67.6% of fuel expenses for the years ended December 31, 2015 and 2014, respectively.

The Transport segment revenues, exclusive of fuel surcharge, decreased by $14.9 million, or 2.3%, for the year ended December 31, 2015 as compared to the year ended December 31, 2014. The decrease in revenues was primarily a result of decreased rates per vehicle hauled as a result of the mix of vehicle models hauled, as well as 6.2% fewer miles driven in the year ended December 31, 2015, primarily due to the Company's decision to exit certain unprofitable hauling routes. During the second quarter of 2015, the Company closed one terminal in California as the Company ceased servicing that terminal's hauling routes, and significantly scaled back the operations of a Canadian terminal during the third quarter of 2015 as a result of certain hauling routes relating to that terminal not meeting management's performance expectations.

The decrease in revenues for 2015 were partially offset by increased rates per vehicle hauled for certain customers resulting from certain contractual changes made during the third quarter of 2015 and by the reduction of costs and delays due to less severe weather conditions experienced during the first quarter of 2015 as compared to the conditions experienced during the first quarter of 2014. We experienced 28 terminal shut-down days associated with the severe weather conditions during the first quarter of 2015, compared to 102 terminal shut-down days during the same period of 2014.

The Logistics segment revenues decreased by $5.5 million, or 8.1%, for the year ended December 31, 2015 primarily as a result of decreased revenues from our used vehicle brokerage operations and from our international shipment brokering operations, largely due to increased price competition in the market, as well as reduced demand for the export of vehicles to Nigeria and service issues in the first quarter of 2015 caused by the Nigerian port of call preferred by AES's former ocean carrier. In March 2015, AES contracted with a new ocean carrier which services AES's customers' preferred ports of call within Nigeria.

Operating expenses. Total operating expenses were $742.7 million and $799.5 million for the year ended December 31, 2015 and 2014, respectively, a decrease of $56.8 million, or 7.1%. Foreign currency exchange fluctuations had no material impact on the change in the Company's operating expenses for the years ended December 31, 2015 and 2014.

The Transport segment's operating expenses decreased by $65.4 million for the year ended December 31, 2015, as compared to the year ended December 31, 2014, partially offset by an $8.1 million increase in operating expenses from the Logistics segment. The decrease in Transport operating expenses was further offset by an increase of $0.6 million in corporate operating expenses.

The following table details the operating expense for the years ended December 31, 2015 and 2014:

Compensation and Benefits. Compensation and benefits includes wages and benefits for drivers, maintenance and yard employees who are members of collective bargaining units, the majority of which are Teamsters. Benefit costs include health, welfare and pension contributions made to various multi-employer funds, premiums for workers' compensation insurance, and payroll taxes.

Compensation and benefits were $373.5 million and $383.3 million for the years ended December 31, 2015 and 2014, respectively, a decrease of $9.8 million, or 2.6%. The decrease in compensation and benefits was attributable to a $10.2 million decrease from the Transport segment, partially offset by a $0.4 million increase from the Logistics segment. The primary factor leading to the decrease from the Transport segment was reduced wages paid to drivers as a result of decreased miles driven during 2015, mainly due to productivity improvements as a result of operational efficiency initiatives undertaken during 2015, as well as the Company's decision to exit certain unprofitable hauling routes, partially offset by an overall increase in driver wages due to year-over-year contractual wage increases.

Fuel Expenses. Consolidated fuel expenses (including federal and state fuel taxes) were $67.8 million and $109.3 million for the years ended December 31, 2015 and 2014, respectively, a decrease of $41.5 million, or 38.0%, which was entirely attributable to the Transport segment. The decrease in gross fuel expense was due primarily to the overall decrease in average fuel prices throughout the U.S. for the year ended December 31, 2015 as compared to the year ended December 31, 2014, as well as the decrease in miles driven as noted above. The decrease in fuel expense was partially offset by an estimated $1.6 million negative impact related to increased costs as a result of a mid-Western fuel refinery that supplies retailors from which the Company purchases a significant amount of fuel being off-line in the fourth quarter of 2015. Fuel costs, net of fuel surcharge were 4.5% and 5.5% of Transport revenues before fuel surcharge for the years ended December 31, 2015 and 2014, respectively.

Depreciation and Amortization. Depreciation and amortization expense was $50.9 million and $50.4 million for the years ended December 31, 2015 and 2014, respectively, an increase of $0.5 million, or 1.0%. The increase was attributable to a $1.2 million increase from the Transport segment, partially offset by a $0.7 million decrease from the Logistics segment, and related primarily to an increase in the average gross outstanding balance of Company depreciable assets from the same period in the prior year.

Repairs and Maintenance. Repairs and maintenance expense, which consists primarily of vehicles tires, parts and outside vendor maintenance, was $54.4 million and $53.8 million for the years ended December 31, 2015 and 2014, respectively, an increase of $0.6 million, or 1.1%. The increase was

entirely attributable to the Transport segment. The repairs and maintenance expense was comparable due to the average number of rigs in operations being comparable during both periods.

Other Operating. Other operating expenses include rent expenses, license fees and taxes, vehicle insurance expenses, cargo claim loss expenses, general supplies, other miscellaneous expenses and brokerage fees paid for services performed on our behalf as part of our non-asset based logistics services, including payments for international shipments on third-party ships. Other operating expenses were $123.0 million and $140.8 million for the years ended December 31, 2015 and 2014, respectively, a decrease of $17.8 million, or 12.6%, and were comprised of decreases in other operating expenses of approximately $11.2 million for our Transport segment and approximately $6.6 million for our Logistics segment. The total decrease in both segments consisted of decreases in (i) brokerage fees of $8.5 million related to our brokering of used vehicles and international shipments, (ii) insurance and cargo claim costs of $3.2 million, (iii) license fees and taxes of $1.4 million, (iv) rent expense of $5.6 million, and (v) general supplies and other miscellaneous expenses of $0.2 million, offset by an increase in bad debt expense of $1.1 million.

The decrease in the Transport segment's other operating expenses included decreases in insurance and cargo claims costs of $3.2 million and license fees and taxes of $1.3 million as a result of the reduced costs associated with having 78 fewer active rigs as of December 31, 2015 as compared to at December 31, 2014, as well as the Company incurring less first-time licensing fees during 2015 as compared to the licensing and titling fees incurred during 2014 as a result of the rigs acquired in the Allied Acquisition. The $5.5 million decrease in rent expense attributable to our Transport segment was mainly due to decreased revenue equipment rent due to the purchase of 180 rigs during the year ended December 31, 2015 as their operating leases expired as well as a decline in required revenue equipment rentals, primarily due to the Company's decision to exit certain unprofitable hauling routes in 2015. The decrease in the Transport segment's other operating expenses also included decreased brokerage fees of $0.7 million and decreases in general supplies and other miscellaneous expenses of $1.6 million, offset by an increase in bad debt expense of $1.1 million.

The decrease in the Logistics segment's other operating expenses included a decrease in brokerage fees on used vehicles of $4.4 million and a decrease in brokerage fees of international shipments of $3.4 million, mainly due to decreased shipments at AES and lower used vehicle brokerage volumes during the year ended December 31, 2015, largely due to increased price competition in the market, as described above. The reduction in Logistics segment's brokerage fees was offset by increases in licensing fees and taxes, insurance, and general supplies and other miscellaneous expenses of $1.2 million.

Selling, General and Administrative. Expenses reported within selling, general and administrative expenses on the consolidated statements of comprehensive loss consist of administrative salaries, benefits and related payroll taxes, as well as professional services and other miscellaneous administrative expenses. Selling, general and administrative expenses were $56.3 million and $60.7 million for the years ended December 31, 2015 and 2014, respectively, a decrease of $4.4 million, or 7.2%. The decrease was attributable to a $3.9 million decrease in selling, general and administrative expenses from the Transport segment and a $0.5 million decrease from the Logistics segment. The decrease at the Transport segment was primarily due to the payment during the year ended December 31, 2014 of $6.1 million in discretionary incentives resulting from the successful completion of the Allied Acquisition, as well as $3.2 million of expenses incurred that related to separation and non-compete agreements executed in connection with the resignation of two of our officers, including our former Chief Executive Officer, with no comparable expense during the year ended December 31, 2015. These decreases were partially offset by an increase in salary expense associated with increased administrative personnel and an increase in professional service costs associated with consulting agreements related to our operational improvement initiatives, which costs have significantly decreased during the fourth quarter of 2015.

Goodwill and Intangible Asset Impairment. During the second quarter of 2015, the Company completed an interim impairment test of goodwill and intangible assets of AES within the Logistics segment reporting unit, resulting in an impairment charge of $14.1 million of goodwill impairment and $1.2 million intangible asset impairment. The charge was a result of reduced rates of growth of sales, profit, and cash flow and revised expectations for future performance that are below the Company's previous projections, primarily as a result of increased price competition starting in the second quarter of 2015 and weak export demand of vehicles to Nigeria, a major market in which AES operates. These issues have caused one revenue stream of our logistics business for the shipment of vehicles from the U.S. to Nigeria to decline. There were no goodwill or intangible asset impairment charges incurred during the year ended December 31, 2014.

Operating Loss. Operating loss was $15.1 million and $16.2 million for the years ended December 31, 2015 and December 31, 2014, respectively. Corporate expenses contributed $1.6 million and $0.9 million of operating loss for the years ended December 31, 2015 and December 31, 2014, respectively. The Logistics and Transport segment contributed $13.2 million and $0.3 million of operating loss for the year ended December 31, 2015, respectively. The decrease in operating loss over the comparable period was primarily attributable to the decrease in operating revenues, as discussed above, as well as $14.1 million of goodwill impairment and $1.2 million intangible asset impairment at our Logistics segment, partially offset by reduced expenses for the Transport segment from fewer miles driven, mainly due to the Company's decision to exit certain unprofitable hauling routes, as well as productivity improvements as a result of operational efficiency initiatives undertaken during 2015. The decrease in operating loss over the comparable period was also driven by the additional costs incurred as a result of the severe weather conditions experienced during the year ended December 31, 2014 and the integration of the Allied Acquisition, and for certain separation and non-compete agreements, for which no comparable costs were incurred during the year ended December 31, 2015.

Other Expense. Other expense consists of interest expense, net and other expenses, net, the majority of which is attributable to foreign currency transaction losses. Interest expense, net was $46.9 million for the year ended December 31, 2015 compared to $41.4 million for the same period in 2014, an increase of $5.5 million, or 13.4%. The increase in interest expense, net was a result of the interest rate paid on the outstanding term loan balance during the year ended December 31, 2015, which was not outstanding during the same period in 2014. Other expense was $6.9 million for the year ended December 31, 2015 compared to other expense of $3.9 million for the year ended December 31, 2014, an increase of $3.0 million. The increase was attributable to foreign currency transaction losses primarily associated with intercompany transactions between operations in the U.S., Canada, and Mexico due to the strengthening of the U.S. dollar over the comparable period.

Provision for Income Taxes. Our effective tax rate for the years ended December 31, 2015 and 2014 was (1.5)% and (2.0)%, respectively. The accounting for income taxes requires deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2015 and December 31, 2014, we had $85.4 million and $66.7 million recorded for valuation allowance, respectively.

Operating revenues. Total operating revenues were $783.3 million for 2014 compared to $514.7 million for 2013, an increase of $268.6 million, or 52.2%. The Transport segment experienced an increase in revenues of $256 million, or 53.9%, primarily attributable to an increase in vehicles delivered, partially offset by revenue declines associated with severe weather conditions during the first three months of 2014. The Transport segment delivered 56.8% more vehicles during 2014, with 4.1 million vehicles delivered for such period compared to 2.6 million vehicles delivered during 2013. The increase in vehicle deliveries for the Transport segment was primarily related to contributions from

the business acquired in the Allied Acquisition. However, due to the network interdependencies resulting from the integration of the acquired terminals into our Transport segment, the impact of the Allied Acquisition on the Transport segment performance cannot be quantified. The Logistics segment experienced a revenue increase during the year ended December 31, 2014 as compared to the year ended December 31, 2013 of $27.1 million, or 67.1%, primarily attributable to the increased business in connection with the Allied Acquisition, partially offset by a revenue decrease of $7.4 million in our international shipment brokering operations. Foreign currency exchange rate fluctuations had no material impact on our operating revenues.

Fuel surcharges, which are included in operating revenues, were $73.9 million for 2014 compared to $55.3 million for 2013, an increase of $18.6 million, or 33.6%. The increase is attributable to an increase in miles driven due to the increased business acquired in connection with the Allied Acquisition, partially offset by a decrease in the average price of diesel fuel. Average diesel fuel prices throughout the U.S. decreased to approximately $3.83 per gallon in 2014 from $3.92 per gallon during 2013, a decrease of 2.3%.

Operating expenses. Total operating expenses were $799.5 million and $507.5 million in 2014 and 2013, respectively, an increase of $292.0 million, or 57.5%. The Transport segment's and Logistics segment's operating expenses increased $268.8 million and $23.2 million for the year ended December 31, 2014, respectively, as compared to the year ended December 31, 2013.

The following table details the operating expense for the years ended December 31, 2014 and 2013:

Compensation and Benefits. Compensation and benefits were $383.3 million and $240.4 million in 2014 and 2013, respectively, an increase of $142.9 million, or 59.4%. The increase was attributable to a $135.2 million increase from the Transport segment and a $7.7 million increase from the Logistics segment and was comprised of corresponding increases in salaries and benefits expense of $101.3 million, workers' compensation expense of $18.1 million, and health, welfare and pension contributions expense of $29.1 million, offset in part by a $5.6 million decrease in partial pension withdrawal liabilities. The Transport and Logistics segments contributed $93.6 and $7.7 million to the increase in compensation and benefits expense, respectively. The increase in workers' compensation expense and health, welfare and pension contributions and the offset in partial pension withdrawal liabilities were entirely related to the Transport segment.

The factors leading to the increase in the Transport segment compensation and benefits included an overall increase in driver salaries and benefits we paid due to year-over-year contractual wage increases under collective bargaining agreements as well as more vehicle deliveries and miles driven as a result of the additional personnel and business acquired in the Allied Acquisition. The Transport segment delivered 56.8% more vehicles during 2014 as compared to 2013. The increase in the Logistics segment compensation and benefits was entirely related to the additional personnel and business acquired in the Allied Acquisition. Total operational level headcount for the year ended December 31,

2014 increased by 1,069 employees, or approximately 40%, as a result of the Allied Acquisition, of which 326 were Logistics segment employees.

Fuel Expenses. Fuel expenses (including federal and state fuel taxes) were $109.3 million and $76.0 million in 2014 and 2013, respectively, an increase of $33.3 million, or 43.8%. The increase was attributable to a $33.1 million increase from the Transport segment and a $0.2 million increase from the Logistics segment. Fuel as a percentage of revenue for the years ended December 31, 2014 and 2013 was 14.0% and 14.8%, respectively. The increase in gross fuel expense was due primarily to the increase in fleet miles driven due to increased vehicle deliveries primarily resulting from additional business acquired in the Allied Acquisition. Partially offsetting the increase in fleet miles was a decrease in average fuel prices throughout the U.S. as noted above within operating revenues.

Depreciation and Amortization. Depreciation and amortization expense was $50.4 million and $25.3 million in 2014 and 2013, respectively, an increase of $25.1 million, or 99.2%. The increase was attributable to a $24.2 million increase from the Transport segment and a $0.9 million increase from the Logistics segment. The increase was primarily attributable to an increase in the average outstanding balance of depreciable assets during 2014 as compared to 2013 as a result of the Allied Acquisition.

Repairs and Maintenance. Repairs and maintenance increased $22.0 million, or 69.2% in 2014, from $31.8 million in 2013. The increase was attributable to a $21.9 million increase from the Transport segment and a $0.1 million increase from the Logistics segment. The increase in repairs and maintenance in the Transport segment was partially related to the additional carrier equipment base acquired in the Allied Acquisition, additional costs of approximately $2.3 million related to preparation of previously idled equipment to accommodate rail carrier capacity shortfalls, as well as increased maintenance cost per unit of the equipment acquired from the Allied Sellers which had been run with limited maintenance investments prior to the Allied Acquisition.

Other Operating. Other operating expenses were $140.8 million and $87.2 million for the years ended December 31, 2014 and 2013, respectively, an increase of $53.6 million, or 61.5%, and were comprised of increases in other operating expenses of approximately $39.5 million for our Transport segment and approximately $14.1 million for our Logistics segment. The increase consisted of increases in brokerage fees of $12.5 million related to our brokering of used vehicles and international shipments, insurance costs of $11.5 million, license fees and taxes of $3.7 million, general supplies and other miscellaneous expenses of $8.9 million, lodging costs of $3.2 million, rent expense of $11.4 million, and bad debt expense of $1.9 million.

The increase in the Transport segment's other operating expenses included increases in insurance costs and license fees and taxes of $11.5 million and $3.7 million, respectively, as a result of the costs associated with the 2,191 additional rigs acquired in the Allied Acquisition. The Transport segment's general supplies and other miscellaneous expenses increased by $7.3 million, partially due to the extreme weather conditions experienced during the first quarter of 2014, and lodging costs increased by $3.2 million during the year ended December 31, 2014 due to the increased operational level headcount, which rose by 1,069 employees, or approximately 40%, as a result of the Allied Acquisition. The $11.4 million increase in rent expense attributable to our Transport segment was due to increases in property rent and revenue equipment rent of $3.4 million and $8.0 million, respectively. The increase in property rent was a result of the 24 additional leased terminal locations acquired in the Allied Acquisition. The increase in revenue equipment rent was due to revenue equipment rentals associated with the Allied Acquisition and new operating lease agreements executed during the year ended December 31, 2014.

The $14.1 million increase in the Logistics segment's other operating expenses was related to an increase in brokerage fees on used vehicles of $18.2 million, with the business acquired in the Allied Acquisition contributing $17.4 million of such fees for the year ended December 31, 2014, offset by a

decrease in brokerage fees of international shipments of $5.7 million, mainly due to decreased shipments at AES during the year ended December 31, 2014. The increase in the Logistics segment's other operating expenses also included an increase in other general supplies and miscellaneous expenses of $1.6 million.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $60.7 million and $42.1 million for the years ended December 31, 2014 and 2013, respectively, an increase of $18.6 million, or 44.2%. The increase was attributable to a $13.9 million increase from the Transport segment and a $4.7 million increase from the Logistics segment. The increase in both segments was primarily due to increased salaries, professional fees and integration costs incurred as a result of the Allied Acquisition. The increase in selling, general and administrative expenses at the Transport segment was also related to an increase in salaries expenses in connection with $6.1 million in discretionary incentives resulting from the integration of the Allied Acquisition. In addition, the Transport segment increase also included $3.1 million of expenses incurred during 2014 that related to separation, non-compete, and consulting agreements executed in connection with the resignation of two of our officers, including our former Chief Executive Officer, with no comparable expense during the year ended December 31, 2013.

Goodwill Impairment. During the fourth quarter of 2013, we completed our annual impairment test of our reporting units resulting in an impairment charge of $4.7 million related to the goodwill of AES in the Logistics segment. The decrease in fair value of the AES reporting unit was due to revised rates of growth of sales, profit, and cash flows, revised expectations for future performance that were below our previous projections, partially as a result of governmental budgetary issues which have curtailed capital investment for infrastructure projects in Nigeria, a major market for AES. These issues have caused one revenue stream of our logistics business, shipments of large machinery from the U.S., to decline. No impairment was recorded for the year ended December 31, 2014.

Operating Income (Loss). Not only did the weather conditions early in 2014 negatively impact our operating revenues during the year ended December 31, 2014, but they also negatively impacted our earnings for the same period. The negative impact to earnings resulted from a combination of the decreased revenues and inefficiencies in our loading, unloading, and transit times associated with cleaning snow off of trucks before use and cleaning snow off of vehicles before and after transporting them, increased lodging costs due to hours of service restrictions for our drivers and premium (overtime) pay required in order to complete the unit movements over weekends to make up for the inefficiencies caused by delayed delivery of on-ground customer inventories. Fuel costs were also negatively impacted as a result of increased hydraulic power take-off run-times due to increased loading and unloading and significant idle truck time during non-driving periods to ensure engines are operable during severe cold weather. Other operating expenses also increased due to auto lot snow removal costs.

Operating loss was $16.2 million in 2014 compared to operating income of $7.2 million in 2013, a decrease of $23.4 million. The decrease was attributable to a $16.4 million decrease from the Transport segment and a $7.0 million decrease from the Logistics segment. The decrease in operating income was primarily due to the decreased revenues and additional costs incurred as a result of the severe weather conditions experienced during the first quarter of 2014, the operational inefficiencies discussed above, as well as additional costs incurred related to the integration of the Allied Acquisition.

Other Expense. Other expense was $45.3 million and $60.5 million during the years ended December 31, 2014 and 2013, respectively. The $15.2 million decrease in other expense was primarily attributable to a decrease in net interest expense due to loss on extinguishment of debt of $22.4 million recognized 2013, partially offset by an increased average outstanding long-term debt balance for the year ended December 31, 2014 as a result of the issuance of the Original Notes. Partially offsetting the decrease in net interest expense was $4.0 million in foreign currency translation losses primarily associated with intercompany loans between our domestic entities and certain Canadian entities acquired in connection with the Allied Acquisition.

(Benefit) Provision for Income Taxes. The provision for income tax was $1.2 million during the year ended December 31, 2014 as compared to a benefit of $1.0 million during the year ended December 31, 2013. Significant items impacting the effective tax rate during 2014 included the establishment and change of valuation allowance for the net deferred tax asset balance for December 31, 2014 and certain discrete items. The accounting for income taxes requires deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. There have not been any material changes in unrecognized income tax benefits since December 31, 2013. As of December 31, 2014 and December 31, 2013, we had $66.7 million and $43.4 million recorded for valuation allowances, respectively.

Our cash is primarily generated from operations and specific financing arrangements with lenders, customers and vendors. Our core cash requirements include operating expenses, capital expenditures for equipment (including buyout payments under certain equipment leases), payments under borrowing arrangements and operating leases for equipment, deposits of cash collateral and payments to workers' compensation, auto and general liability insurers, and withdrawal payments to multi-employer pension funds in which we participate. We project that cash generated by our operating activities and borrowings under our revolving credit facility will be sufficient to satisfy our core cash needs over the next twelve months. Over the long-term, we will continue to have significant capital requirements, which may require us to seek additional borrowings, lease financing, or equity capital, or engage in asset sales. The availability of financing or equity capital will depend on our financial condition and results of operations as well as prevailing market conditions. There can be no assurance that we will be able to incur additional debt or equity capital or otherwise refinance our existing debt.

On March 31, 2015, we entered into a senior secured term loan with an aggregate principal amount of $62.5 million, issued at a 4.0% discount. We used proceeds from the term loan to pay down our revolving credit facility and for general business purposes. On December 23, 2015, the Company entered into an amendment to the term loan, which extended the maturity date of the term loan to October 18, 2018 and, effective January 2, 2016, increased the applicable interest rate on the term loan by 1.0% per annum. In consideration for the amendment, the Company paid MSDC a fee of $0.6 million.

Because the revolving credit facility provides short term working capital needs as necessary, we have classified borrowings thereunder within short term liabilities on our consolidated balance sheets. As we repay the $50.6 million outstanding under the revolving credit facility at December 31, 2015, we will incur new borrowings for working capital needs and expect to have an outstanding balance under the revolving credit facility as of December 31, 2016.

Changes to payment terms with customers and vendors impact our working capital needs. During the third quarter of 2015, we entered into contractual changes with certain customers, which included favorable changes in pricing and payment terms and certain operational improvements. The payment term changes included a decrease of payment terms by approximately 23 days for one customer for no less than one year, and delayed the increase in payment terms with another customer. We anticipate that these improved payment terms will continue to improve our liquidity over the periods of the revised contractual terms.

During the third quarter of 2015 and upon the expiration of our workers compensation insurance agreement with our previous carrier, we entered into a one year agreement with a new workers compensation insurance carrier. The agreement required the Company to make collateral payments totaling $6.4 million as well as $38.1 million of premium payments, the installments for which are to be paid over nine months. As of December 31, 2015, $14.8 million remains to be paid through the second quarter of 2016. We anticipate the new arrangement will result in improved claims management as well as additional improved coverage, which the agreement provides through a $0.7 million stop-loss limit per claim (exclusive of certain expenses).

Capital Expenditures. When justified by customer demand, as well as our liquidity and our ability to generate acceptable returns, we make substantial capital expenditures to maintain a modern fleet of rigs, refresh our fleet and fund growth of our fleet. During the year ended December 31, 2015, we purchased 180 rigs for an aggregate of $5.8 million as their operating leases expired, which did not affect our fleet capacity as the Company was previously operating these rigs under the operating leases and will continue to operate them as part of its owned fleet. During the year ended December 31, 2015, we also purchased $5.1 million of new trailers and spent $13.8 million on revenue equipment, including tractor engine and drive train replacements, refurbishments and modifications, and $6.5 million for IT equipment and leasehold improvements. We expect net cash capital expenditures of approximately $20 million to $28 million during the year ending December 31, 2016.

Cash Flows. The following tables present selected measures of our liquidity and financial condition as of December 31, 2015, 2014 and 2013 and for the years then ended:

Summary of Sources and Uses of Cash. Cash and cash equivalents decreased $4.5 million to $2.6 million at December 31, 2015 from $7.1 million at December 31, 2014. Significant sources of cash during the year ended December 31, 2015 included $59.4 million in net proceeds from the issuance of the term loan, net loss exclusive of non-cash items of $9.0 million, $1.5 million in proceeds from the issuance of an intercompany note, $0.8 million in proceeds from the sale of property and equipment, $0.2 million in proceeds from the sale of marketable securities held-for-sale, and $6.5 million of changes in working capital. Significant uses of cash during the year ended December 31, 2015 included net payments of $22.0 million on our revolving credit facility, cash interest payments of $44.1 million, capital expenditures of $31.2 million, $2.6 million in deferred financing costs, $8.8 million in principal payments on long-term debt, and $15.4 million of changes in non-current assets and liabilities.

Cash and cash equivalents increased $3.6 million to $7.1 million at December 31, 2014 from $3.5 million at December 31, 2013. Significant sources of cash during the year ended December 31, 2014 included net borrowings of $21.2 million from our revolving credit facility, proceeds of $2.9 million from the sale of assets and net proceeds from a capital contribution by JCEI, the parent company of JCHC, of $13.1 million. Significant uses of cash included capital expenditures of $20.8 million mostly for carrier revenue equipment, cash interest payments of $38.3 million principal payments on long-term debt and other liabilities of $4.3 million, dividends paid of $0.4 million, treasury stock repurchases of $0.5 million, net loss, exclusive of non-cash items of $3.2 million and working capital changes and other long-term items of $3.4 million.

Cash flows provided by (used in) operating activities. Cash flows provided by operations were $0.1 million for the year ended December 31, 2015, compared to cash flows used in operations of $6.6 million for the year ended December 31, 2014. This $6.7 million decrease in operating cash flows outflows was primarily a result of a reduction of net loss exclusive of non-cash items due to operational efficiencies realized during 2015, partially offset by increased cash interest payments on long-term debt as a result of the issuance of the term loan, and favorable changes in working capital primarily due to a decrease of payment terms by approximately 23 days for one customer, partially offset by the timing of accrued expenses and accounts payable disbursements. Further offsetting the decrease in operating cash outflows was a use of cash related to an increase in workers compensation deposits of $11.7 million.

Cash flows used by operations were $6.6 million and $5.5 million for the years ended December 31, 2014 and 2013, respectively. This $1.1 million increase in operating cash outflows was primarily a result of increased cash interest payments on long-term debt as a result of the Original Notes remaining outstanding for the full year of 2014, offset by favorable changes in working capital primarily due to the timing of disbursements and improved payment terms with one customer whose terms, according to the contract with the customer, went from 30 to 15 days starting January 1, 2014 and reverted back to 30 days effective on January 1, 2015, coupled with increased payment terms from another customer during 2013 whose payment terms went from 15 to 30 days on August 1, 2013.

Cash flows used in investing activities. Cash flows used in investing activities were $30.3 million and $17.9 million for the years ended December 31, 2015 and 2014, respectively. For the year ended December 31, 2015, net cash used in investing activities consisted of $31.2 million of capital expenditures, partially offset by $0.8 million in proceeds from the sale of property and equipment and $0.2 million in proceeds from the sale of marketable securities held-for-sale. For the year ended December 31, 2014, net cash used in investing activities consisted of $20.8 million of capital expenditures, partially offset by $2.9 million in proceeds from the sale of property and equipment.

Cash flows used in investing activities for the year ended December 31, 2014 decreased by $139.7 million, from a use of $157.6 million during the year ended December 31, 2013 to a use of $17.9 million during the year ended December 31, 2014. The decrease was primarily attributable to $140.6 million paid for the Allied Acquisition, net of cash acquired during 2013 and decreased capital expenditures of $0.5 million, partially offset by decreased proceeds from the sale of property and equipment of $1.4 million due in part to $3.9 million in increased proceeds during 2013 from a sale leaseback.

Net cash provided by financing activities. Cash flows provided by financing activities were $27.4 million and $29.0 million for the years ended December 31, 2015 and 2014, respectively. For the year ended December 31, 2015, net cash provided by financing activities was primarily attributable to $59.4 million in net proceeds from the term loan, $1.5 million in proceeds from the issuance of an intercompany note, partially offset by net payments on the revolving credit facility of $22.0 million, principal payments on long-term debt of $8.8 million, and payments of deferred financing costs of $2.6 million. For the year ended December 31, 2014, net cash provided by financing activities was primarily attributable to $21.2 million in net borrowings on the revolving credit facility and a net capital

contribution from JCEI of $13.1 million, partially offset by principal payments of long-term debt of $4.3 million, purchase of treasury stock of $0.5 million and payment of dividends declared during 2013 of $0.4 million.

The change in the amount outstanding under the revolving credit facility as of December 31, 2015, as compared to December 31, 2014, was the result of net payments of $22.0 million. The average outstanding balance on the revolving credit facility during the year ended December 31, 2015 was $46.5 million, which had a weighted average interest rate of approximately 3.0%.

Cash flows provided by financing activities were $29.0 million and $160.8 million for the years ended December 31, 2014 and 2013, respectively. For the year ended December 31, 2014, net cash provided by financing activities was primarily attributable to $21.2 million in net borrowings on the revolving credit facility and a net capital contribution from JCEI of $13.1 million, partially offset by principal payments of long-term debt of $4.3 million, purchase of treasury stock of $0.5 million and payment of dividends declared during 2013 of $0.4 million. For the year ended December 31, 2013, net cash provided by financing activities was primarily attributable to the proceeds of the Original Notes of $382.9 million, net borrowings of $37.5 million on the revolving credit facility and proceeds from the issuance of Series C Preferred Stock of $2.6 million, partially offset by the Company's repurchase of the previously issued senior secured notes and the redemption of preferred stock of $220.6 million as well as tender offer and consent solicitation fees of $9.7 million related thereto, deferred financing cost outflows of $18.9 million, dividend payments to common and preferred shareholders of $10.3 million and dividend payments to escrow for the benefit of holders of unexercised warrants of $0.6 million and principal payments on long term-debt and other liabilities of $2.0 million.

The change in borrowings outstanding under the revolving credit facility as of December 31, 2014, as compared to December 31, 2013, was the result of additional net borrowings in the amount of $21.2 million. The average outstanding revolving credit facility balance during the year ended December 31, 2014 was $65.5 million, with a weighted average interest rate of approximately 3.2%.

Revolving credit facility. On June 18, 2013, we entered into the revolving credit facility which, as amended on August 6, 2013, provides $100 million in aggregate borrowing capacity, subject to a borrowing base. Loans under the revolving credit facility bear interest at a floating rate and may be maintained as base rate loans (tied to the greatest of the prime rate, the federal funds rate plus 0.5% and the one month LIBOR rate plus 1.0%) or as LIBOR rate loans (determined by reference to the applicable rate for LIBOR loans for the selected interest period) plus an applicable margin, which is determined based upon the amount outstanding. The revolving credit facility is guaranteed by all of our domestic subsidiaries and is secured by a first-priority security interest in most of our assets, including rigs and other vehicles, accounts receivable, inventory, deposit and security accounts and tax refunds, and a second lien on certain of our other assets. The revolving credit facility matures at the earlier of (i) June 18, 2018 or (ii) the date that is 90 days prior to the then extant maturity date of the term loan.

The revolving credit facility contains customary representations, warranties and covenants including, but not limited to, certain limitations on our ability to incur additional debt, guarantee other obligations, create or incur liens on assets, make investments or acquisitions, make certain dispositions of assets, make optional payments or modifications of certain debt instruments, pay dividends or other payments to our equity holders, engage in mergers or consolidations, sell assets, change our line of business and engage in transactions with affiliates. If availability under the revolving credit facility falls below 12.50% of the maximum revolver amount, the Company will be required to maintain a fixed charge coverage maintenance ratio of at least 1.10:1.00 for a specified time. If excess availability under the revolving credit facility falls below 12.50% of the maximum revolver amount, the lender may automatically sweep funds from our cash accounts to pay down the revolver. At December 31, 2015 and

December 31, 2014, our availability under the revolving credit facility exceeded the specified threshold amounts and accordingly, we were not in a financial covenant period. During the year ended December 31, 2015, borrowings under the revolving credit facility ranged from $14.9 million to $80.2 million. As of December 31, 2015 and 2014, the Company had $39.3 million and $21.8 million available for borrowings under the revolving credit facility, respectively, without consideration of the maximum revolver threshold discussed above.

Original Notes. On June 18, 2013, we issued and sold $225 million aggregate principal amount of our Original Notes through a private placement to qualified institutional buyers pursuant to Rule 144A, promulgated under the Securities Act. We issued an additional $150 million principal amount of Original Notes in connection with the financing of the Allied Acquisition. Proceeds from the Original Notes were used to repurchase the previously issued senior secured notes, all outstanding preferred stock, and to pay fees associated therewith. Interest on the Original Notes issued in June 2013 is payable semi-annually in cash in arrears on June 1 and December 1 of each year commencing December 1, 2013. As of December 31, 2015, the Original Notes' credit rating from Moody's was rated "B3" with a stable outlook following a downgrade from "B2". The recent downgrade, or any further downgrade by Moody's, could adversely affect our cost of capital and our ability to raise debt in future periods.

The Original Notes are guaranteed by all of our domestic subsidiaries and, pursuant to a security agreement, are secured by a second-priority security interest in the assets securing the revolving credit facility on a first-priority basis, and a first-priority security interest in certain other of our assets, including the stock of our domestic subsidiaries and 65% of the stock of certain of our foreign subsidiaries. Further, the security agreement provides that in the event Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the SEC of separate financial statements of any guarantor of the Company due to the fact that such guarantor's securities secure the Original Notes, then such securities shall to the extent necessary to eliminate the need for such filing, automatically be deemed not to constitute security for the Original Notes. Rule 3-16 of Regulation S-X requires separate financial statements for any subsidiary whose securities are collateral, if the par value, book value or market value, whichever is greater, of its capital stock pledged as collateral equals 20% or more of the aggregate principal amount of the notes secured thereby.

The collateral under the security agreement includes capital stock of the following companies:

In accordance with the Collateral Cutback Provision, the collateral securing the Original Notes and the related guarantees includes shares of capital stock only to the extent that the applicable value of such capital stock, determined on an entity-by-entity basis, is less than 20% of the principal amount of the Original Notes outstanding.

We have determined that the book and market value of the capital stock of Jack Cooper Transport exceeded 20% of the principal amount of the Original Notes (i.e., $75 million) as of December 31, 2015. As a result of the Collateral Cutback Provision, the pledge of the capital stock of Jack Cooper Transport with respect to the Original Notes is limited to its capital stock with an applicable value of less than $75 million. The aggregate percentage of the Company's consolidated assets and revenues represented by Jack Cooper Transport as of December 31, 2015 is estimated to be 89% and 94%, respectively.

No other subsidiary whose capital stock has been pledged is currently subject to the Collateral Cutback Provision. The Company determined the book value of each subsidiary whose capital stock constitutes collateral under the Security Agreement based on the book value of the equity securities of each such subsidiary as carried on the Company's balance sheet as of December 31, 2015, prepared in accordance with GAAP. Jack Cooper Transport's and the Company's other subsidiaries' market value was based on internal estimates of fair market value and did not include a third party valuation. Therefore, it should not be considered an indication as to what any such subsidiary might be able to be sold for in the market.

The portion of the capital stock of the Company and the subsidiaries constituting collateral securing the Original Notes and the related guarantees may decrease or increase as the applicable value of such capital stock changes. As long as the applicable value of the capital stock of Jack Cooper Transport exceeds 20% of the principal amount of the Original Notes, the value of its capital stock securing the Original Notes and related guarantees will not change. If the applicable value of the capital stock of Jack Cooper Transport falls below 20% of the principal amount of the Original Notes, 100% of the capital stock of that entity will secure the obligations under the Original Notes and related guarantees.

In connection with the issuance of the Original Notes, we entered into registration rights agreements that require us to register the Original Notes under the Securities Act and to complete an exchange of the privately placed Original Notes for publically registered notes, or under certain circumstances, to file and keep effective a shelf registration statement for resale of the Original Notes. Failure to meet the requirements of the registration rights agreements within one year of June 18, 2013 has triggered a requirement that we pay additional interest of up to 1.0% of the face value of the Original Notes until we have achieved compliance with the registration rights agreements. As of December 31, 2015, we considered the relevant facts and circumstances and determined that an accrual of $2.3 million, in addition to the $1.9 million and $2.5 million accrued during 2014 and 2013, respectively, was necessary to allow for registration and exchange of the Original Notes by August 2016.

During the year ended December 31, 2015, we were in compliance with the covenants under the Indenture and the revolving credit facility. See Notes 4 and 5 to our consolidated financial statements for additional information regarding the Original Notes and the revolving credit facility.

Term loan. As discussed previously, on March 31, 2015, we entered into a senior secured term loan facility in the principal amount of $62.5 million, issued at a 4.0% discount, with MSDC. We used the proceeds from the term loan to pay down outstanding borrowings on our revolving credit facility and for other corporate purposes. On December 23, 2015, we amended the term loan to, among other things, extend the maturity date of the term loan to October 18, 2018, and effective January 2, 2016, increase the applicable interest rate on the term loan by 1.0% per annum. As a result, effective January 2, 2016, the term loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum. If the term loan is prepaid with the proceeds of a qualified equity raise, the Company will pay an additional premium equal to the present value of the additional 1.0% interest applicable since January 2, 2016 if paid through the maturity date, as a make whole premium.

The term loan is guaranteed by the domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries and a pledge of the outstanding equity of the Company's domestic subsidiaries and 65% of the outstanding equity of the Company's first-tier foreign subsidiaries. MSDC's liens have first priority status on the ABL Collateral (as defined in the Indenture) and second priority status on the Notes Collateral (as defined in the Indenture) to the same extent as the liens of the lenders under the revolving credit facility in such assets, but are junior to the liens of the lenders under the revolving credit facility. The term loan provides for voluntary prepayments as well as mandatory prepayments in certain circumstances and is subject to certain prepayment premiums. The term loan also contains certain customary affirmative and negative covenants and events of default for financings of its type.

Our consolidated total long-term debt (including current maturities and borrowings under the revolving credit facility) increased to $503.4 million at December 31, 2015 from $464.7 million at December 31, 2014. A summary of the maturities of our consolidated indebtedness and commitments as of December 31, 2015 is set forth below.

The table above does not include any anticipated obligations related to multi-employer pension plans to which we are contributing for active employees, which as of December 31, 2015, could result in an aggregate potential liability exceeding $796.6 million if we were to fully withdraw from all associated funds. If we were to withdraw from any multi-employer pension fund, either completely or partially, or voluntarily or otherwise, we could be assessed with a multi-million dollar withdrawal liability. In certain circumstances we could become subject to a withdrawal liability due to events beyond our control. In such circumstances, the withdrawing employer can pay the obligation in a lump sum or over time determined by the employer's annual contribution rate prior to withdrawal, which, in some cases, could be up to 20 years.

On June 16, 2009, we received a notice of assessment of partial withdrawal from the Freight Drivers and Helpers Local Union No. 557 Pension Fund due to a decline in our contributions to the fund during a three year period from 2005 to 2007. The withdrawal liability associated with this partial withdrawal totaled $2.6 million. The liability is payable in monthly installments of principal and interest totaling less than $0.1 million with interest computed at 6.4%. Payments commenced in August 2009 and will continue through January 1, 2020. At December 31, 2015 and December 31, 2014, the liability totaled $1.2 million and $1.4 million, respectively.

In December 2011, we withdrew from the Automotive Industries Pension Plan, a multi-employer defined benefit pension plan. The withdrawal liability associated with this full withdrawal totaled $3.6 million and is payable in quarterly installments of principal and interest totaling less than $0.1 million with interest computed at 7.25%. Payments commenced in March 2012 and will continue through December 2031. At December 31, 2015 and December 31, 2014, the liability totaled $3.2 million and $3.3 million, respectively.

During 2014 and 2013, we estimated that we had triggered a partial withdrawal liability to the Western Conference Pension Trust, a multi-employer pension plan. During 2014, we recorded $2.2 million for the estimated 2014 withdrawal liability (for the three year period ended December 31, 2014) and an additional $0.5 million for the 2013 withdrawal liability (for the three year period ended December 31, 2013). During 2013, we recorded $2.6 million for the 2013 potential withdrawal liability. On August 10, 2015, we received an assessment from the Western Conference Pension Trust indicating we had a partial withdrawal liability of $3.4 million related to the portion of the declines in contributions to the 2013 withdrawal liability, and as a result we recorded $0.3 million of additional liability during the year ended December 31, 2015. As of December 31, 2015, the remaining liability of $2.2 million related to the 2013 Withdrawal for which notification was received from the Western Conference Pension Trust is included within current maturities of long-term debt on the consolidated balance sheet, bears interest at a rate of 7.0% per annum and is payable in eight equal monthly installments of $0.4 million beginning on October 10, 2015, with final payment in the amount of $0.1 million due on June 10, 2016.

As of December 31, 2014, we had estimated that we triggered additional liabilities of $3.5 million related to the Philadelphia Plan related to the three year period ended December 31, 2011. On July 9, 2015, we received an assessment from the Philadelphia Plan indicating we have a partial withdrawal liability of $3.7 million related to the portion of the declines in contributions to the fund during the periods between 2009 and 2011, and as a result we recorded $0.2 million of additional liability during the year ended December 31, 2015.

In addition to potential withdrawal liability, the multi-employer pension plans in which we participate could be forced to seek additional contributions from us in certain circumstances. Among other events, if any of the multi-employer pension plans we participate in fail to meet minimum funding requirements imposed by the Internal Revenue Code and related regulations, fail to adopt or make scheduled progress under a funding improvement plan or rehabilitation plan as required by the Pension Protection Act, or fail to obtain from the IRS waivers of minimum funding deficiencies or abide by the conditions of minimum funding waivers previously granted by the IRS, those plans could be forced to seek additional contributions from their participating employers. In addition, upon the occurrence of certain of the aforementioned events, the IRS could impose excise taxes, though instances of such impositions to date have been rare. In addition, our contribution obligations related to multi-employer pension plans could increase if the multi-employer pension plan becomes insolvent. Because our contribution obligations are defined in collective bargaining agreements between us and the unions representing our employees, they generally cannot be increased unless we agree with the unions to new or amended contribution obligations.

We generally expect our cash provided by operating activities and availability under the revolving credit facility will meet our normal operating expenses, and recurring debt service requirements. We have minimal debt maturities in 2016 and believe that we will be able to obtain financing in order to repay our long-term debt obligations as the debt comes due. However, we may not be able to obtain such financing on a timely basis or on terms favorable to the Company, or at all.

Other than the operating leases detailed above in this prospectus under the heading "Contractual Obligations," we have no other off-balance sheet arrangements.

We are subject to various regulations regarding environmental protection that relate to air emissions, wastewater discharges, hazardous materials management, the generation, handling, storage, transportation, treatment and disposal of hazardous wastes or regulated substances, and those that impose liability for and require investigation and remediation of releases of hazardous or other regulated substances, including at third-party owned off-site disposal sites. Management believes it is in compliance, in all material respects, with all such regulations.

Management does not believe its businesses have been materially impacted by inflation. Refer to "Business—Legal Proceedings" for a discussion of pending legal proceedings and Note 8 of our consolidated financial statements included elsewhere in this prospectus regarding our participation in single-employer and multi-employer benefit plans.

In preparing consolidated financial statements, management must make estimates and assumptions that affect the reported amounts of our assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the recognition of revenue and expenses during the reporting period. Actual results could differ from those estimates and assumptions. Management has identified the accounting estimates believed to be the most important to the portrayal

of the Company's financial condition and results of operations, and which require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates include:

Allowance for Doubtful Accounts. We record an allowance for doubtful accounts primarily based on an evaluation of the credit standing of our customers as well as historical uncollectible amounts, taking into account known factors surrounding specific customers and overall collection trends. Changes in estimates, developing trends and other new information could have a material effect on future valuation. Future uncollectible receivables could have a material adverse impact on our financial position, as well as our results of operations. Our allowance for doubtful accounts totaled $1.8 million and $2.8 million as of December 31, 2015 and 2014, respectively.

Property and Equipment and Definite-Life Intangibles. At each balance sheet date long-lived assets, primarily property and equipment and amortizable intangible assets, are reviewed for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Some of the key assumptions utilized in determining whether an asset is impaired include management's identification of potential triggering events and assumptions about future cash flows over the life of the asset or asset group. Management uses internal business forecasts to develop assumptions about future cash flows which require significant judgment because actual revenues have fluctuated in the past and may continue to do so. To the extent that those future cash flows are less than the carrying amount of our long-lived assets, the Company may incur significant impairment losses that could have a material adverse impact on our financial position, as well as our results of operations. As a result of negative changes in the business climate at AES, an interim assessment of the intangibles at AES was performed during the second quarter of 2015, and the Company determined the book values of the definite intangible assets at AES exceeded the fair values and recognized $1.2 million of definite-life intangible asset impairment for the year ended December 31, 2015. The Company recorded no long-lived asset impairment during the years ended December 31, 2014 and 2013.

We review the appropriateness of depreciable lives for each category of property and equipment, considering actual usage, physical wear and tear, and replacement history to calculate remaining life of our asset base. For carrier revenue equipment, we consider the optimal life cycle usage of each type of equipment, including the ability to utilize the equipment in different parts of the fleet. Capital, engine replacement, refurbishment and maintenance costs are considered in determining total cost of ownership and related useful lives for purposes of depreciation recognition. These assumptions impact the amount of depreciation expense recognized in the period and any gain or loss once the asset is disposed.

Goodwill and Indefinite Life Intangibles. Goodwill and other indefinite-life intangible assets, not subject to amortization, are evaluated annually as of November 30 for impairment, or more frequently if circumstances indicate impairment may exist. In assessing goodwill for impairment, we initially evaluate qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then we utilize a two-step process to test goodwill for impairment. First, a comparison of the fair value of the applicable reporting unit with the aggregate carrying value, including goodwill, is performed. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step includes comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill. Impairment tests for indefinite-lived intangibles are performed on an annual basis, utilizing an income approach which develops an estimated fair value based on a discounted cash flow, where the estimated fair value is calculated by discounting projected future cash flows.

The impairment tests require management to make judgments in determining what assumptions to use in estimating fair value. One of the methods used by the Company to determine fair value is the income approach using discounted future projected cash flows. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future pricing and costs, and future capital expenditures requirements. In some cases, judgment is also required in assigning probability weighting to the various future cash flow scenarios. The probability weighting percentages used and the various future projected cash flow models prepared by management are based on facts and circumstances existing at the time of preparation and management's best estimates and judgment of future operating results. The Company cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill and indefinite-life intangible assets that may include, but are not limited to, a change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic and competitive conditions. Changes in these facts may result in significant impairment losses that could have a material adverse impact on our financial position, as well as our results of operations. At December 31, 2015 and 2014, the Company had goodwill of $32.2 million and $46.6 million, respectively, and intangible assets not subject to amortization of $20.4 million for both years. As a result of negative changes in the business climate at AES, the Company determined the book value of goodwill at AES exceeded its fair value, and recognized $14.1 million and $4.7 million of goodwill impairment for the years ended December 31, 2015 and 2013, respectively. The Company recorded no impairment during the year ended December 31, 2014.

Reserves for Uninsured Risks. We self-insure our cargo claims and workers' compensation program, up to certain limits. Additionally, we self-insured our auto and general liability, up to certain limits through July 26, 2009, and the Company became fully insured for costs incurred thereafter, subject to annual policy limits, for commercial general liability and auto liability claims.

Insurance reserves are established for estimates of the loss that we will ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. Recorded balances are based on reserve levels, which incorporate historical loss experience and judgments about the present and expected levels of cost per claim. Trends in actual experience are a significant factor in the determination of such reserves. We believe our estimated reserves for such claims are adequate, but actual experience in claim frequency and/or severity could materially differ from our estimates and affect our results of operations.

Workers' compensation claims may take several years to completely settle. Consequently, actuarial estimates are required to project the aggregate liability for claims incurred and an estimate of incurred but not reported claims, on an undiscounted basis. A number of factors can affect the actual cost of a claim, including the length of time the claim remains open, trends in health care costs and the results of related litigation. Furthermore, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. Changes in state legislation with respect to workers compensation can affect the adequacy of our self-insurance accruals. All of these factors can result in revisions to prior actuarial projections and produce a material difference between estimated and actual operating results. As of December 31, 2015 and 2014, we had $6.9 million and $16.2 million accrued for these claims, respectively. Claims reserves of zero and $1.5 million have been recorded for claims in excess of per claim liability limits as of December 31, 2015 and 2014, respectively, with corresponding assets for such recoveries from insurance carriers recorded within deposits and other assets.

Income Taxes. Income taxes are determined by management based on current tax regulations in the various taxing jurisdictions in which the Company conducts its business. In various situations, accruals have been made for estimates of the tax effects for certain transactions, business structures, the estimated reversal of timing differences and future projected profitability of the Company based on management's interpretation of existing facts, circumstances and tax regulations. Should new evidence

come to management's attention which could alter previous conclusions or if taxing authorities disagree with the positions taken by the Company, the change in estimate could result in a material adverse or favorable impact on the consolidated financial statements. As of December 31, 2015, the Company had deferred tax assets of $18.6 million, net of the valuation allowance of $85.4 million, and deferred tax liabilities of $28.1 million. As of December 31, 2014, the Company had deferred tax assets of $23.2 million, net of the valuation allowance of $66.7 million, and deferred tax liabilities of $32.4 million.

Multi-Employer Pension Plans. We contribute to nine separate multi-employer pension plans for employees that our collective bargaining agreements cover in the United States. Additionally, we contribute to four separate multi-employer pension plans for employees that our collective bargaining agreements cover in Canada. The pension plans provide defined benefits to retired participants. We do not directly manage multi-employer plans. Trustees, who are either appointed by the respective union or by various contributing employers, manage the trusts covering these plans. Our collective bargaining agreements with the unions determine the amount of our contributions to these plans and we recognize as net pension expense the contractually required contribution for the respective period and recognize as a liability any contributions due and unpaid.

In 2006, the Pension Protection Act became law and modified both the Internal Revenue Code (as amended, the "Code") as it applies to multi-employer pension plans and the Employment Retirement Income Security Act of 1974 (as amended, "ERISA"). The Code and ERISA (in each case, as so modified) and related regulations establish minimum funding requirements for multi-employer pension plans in the U.S. The funding status of these plans is determined by many factors, including the following factors:

We could be required to make additional contributions if any of our multi-employer pension plans fail to:

If any of our multi-employer pension plans enters critical status and our contributions are not sufficient to satisfy any rehabilitation plan schedule, the Pension Protection Act could require us to make additional contributions to the multi-employer pension plan from five to ten percent of the contributions that our collective bargaining agreements requires until the agreement expires. If we fail to make our required contributions to a multi-employer plan under a funding improvement or rehabilitation plan or if the benchmarks that an applicable funding improvement plan provides are not met by the end of a prescribed period, the IRS could impose an excise tax on us with respect to the plan. Such an excise tax would then be assessed to the plan's contributing employers, including the Company. These excise taxes are not contributed to the deficient funds, but rather are deposited in the United States general treasury funds. Depending on the amount involved, a requirement to increase contributions beyond our contractually agreed rate or the imposition of an excise tax on us could have a material adverse impact on our business, financial condition, liquidity, and results of operations.

The plan administrators and trustees of multi-employer pension plans do not routinely provide us with current information regarding the funded status of the plans. Much of our information regarding the funded status has been (i) obtained from public filings using publicly available plan asset values, which are often dated, and (ii) based on the limited information available from plan administrators or trustees, which has not been independently validated. The Pension Protection Act provides that certain plans with a funded percentage of less than 65%, or that fail other tests, will be deemed to be in critical status. Plans in critical status must create a rehabilitation plan to exit critical status within periods that the Pension Protection Act prescribes. We believe that based on information obtained from public filings and from plan administrators and trustees, many of the multi-employer pension plans in which we participate, including The Central States Southeast and Southwest Areas Pension Plan, are in critical status. If the funding of the multi-employer pension plans does not reach certain goals (including those required not to enter endangered or critical status or those required by a plan's funding improvement or rehabilitation plan), our pension expenses could further increase upon the expiration of our collective bargaining agreements.

We believe that based on information obtained from public filings and from plan administrators and trustees, our portion of the contingent liability in the case of a full withdrawal or termination from all multi-employer pension plans would be an estimated $796.6 million on a pre-tax basis as of December 31, 2015. We have no current intention of taking any action that would subject us to payment of material withdrawal obligations. See Note 8 of the consolidated financial statements for information regarding the Company's participation in multi-employer pension plans.

Legal Contingencies. From time to time, we are subject to proceedings, lawsuits and other claims related to competitors, customers, employees, insurance providers, shareholders and suppliers. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after analysis of each matter. The required accrual may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

See Note 2 of the consolidated financial statements for information regarding recently issued accounting pronouncements.

We are a transportation and logistics provider and a leading over-the-road FVL company in North America. We provide premium asset and non-asset based solutions to the global new and used vehicle markets, specializing in light vehicle transportation and other logistics services for major OEMs and fleet ownership companies, remarketers, wholesalers and consignors. We offer a broad, complementary suite of asset and non-asset based transportation and logistics solutions through a fleet of 2,421 active rigs as of December 31, 2015 and a network of 57 strategically located terminals across North America. We believe our scale and full range of over-the-road transportation and value-added logistics services, offered in over 85 locations across the U.S., Canada and Mexico, allow us to operate efficiently and deliver superior customer service, which we believe gives us a competitive advantage in maintaining and winning new business. In 2015, we transported over four million finished vehicles, which we believe is significantly higher than the number of units transported by our nearest competitor.

Since 2008, we have undertaken a number of strategic operational initiatives and completed five acquisitions. In December 2013, we completed the Allied Acquisition, following which we became the largest over-the-road FVL provider in North America. We believe we are ideally positioned to capitalize on favorable growth and modal shifts in the global FVL industry (which includes all modes of transportation, whether truck, rail or ship), as well as expand into other related industries that require highly specialized or customized asset and non-asset based solutions.

We provide a critical component of the automotive supply chain, serving as a primary link in the delivery of finished vehicles from manufacturing plants, VDCs, seaports and railheads to new vehicle dealerships. We operate primarily in the short haul segment of the U.S. automotive transportation market for new and pre-owned passenger vehicles, light trucks, sport utility vehicles and transit vans, with an average length of haul of approximately 200 miles. We operate the largest active fleet in the North American auto hauling industry, with 3,197 useable rigs as of December 31, 2015, of which 2,421 are active, compared to approximately 2,036 rigs owned or leased by our next largest competitor. We believe our sufficiently large fleet of useable rigs allows us to flex capacity and meet future customer needs. Our excess capacity is a direct result of the Allied Acquisition, and we believe that our spare capacity is not typical in the industry.

In addition to our asset-based transportation solutions, we provide our customers with a broad range of complementary non-asset based logistics and value-added services. Logistics services include freight brokering as well as international shipping services for light vehicles, heavy class trucks, and equipment in the "high and heavy" category (construction, mining, and agriculture equipment, as well as buses) through our NVOCC subsidiary. Value-added services include the installation of OEM order accessories, claims management, vehicle inspection, including a high definition photography application for vehicle inspectors, and title and supply chain management services, as well as rail and yard management and port processing. Since 2010, we have grown our logistics business revenue from zero to approximately $62.0 million of annual revenue. During the year ended December 31, 2015, we expanded our non-asset based value added service offerings through the use of vehicle photography in the inspection process for remarketing purposes. We believe we will continue to expand our non-asset based revenue with limited incremental investment. We are also exploring expansion of our Mexican operations.

Our largest customers include GM, Ford and Toyota, for whom we have provided service for 87, 22 and 36 years, respectively. We have become a trusted provider for our OEM customers, working closely with them on their logistics needs. In recent years, as a demonstration of our operational excellence and service, we were the first-ever auto carrier and one of just 68 and 82 companies, respectively, among GM's approximately 20,000 suppliers to receive the GM Supplier of the Year Award. Also, in May 2014, Ford management presented us with the Ford 2013 World Excellence

Award. In addition to the services we provide to OEMs, we also provide services to a growing number of customers in the remarketed vehicle market, allowing us to leverage our existing infrastructure to achieve accretive high margin and incremental backhaul revenue. Our largest customer in the remarketed vehicle market is Ford, for whom we are the primary third-party logistical provider. We believe that our broad geographic footprint, breadth of services and operating expertise can be applied to further build our customers' operations both in North America and globally.

We have two reportable segments, the Transport segment and the Logistics segment. The Transport segment includes the following companies:

The Allied Sellers were debtors in Chapter 11 bankruptcy cases pending in the United States Bankruptcy Court for the district of Delaware and in certain cases under Part IV of the Companies' Creditors Arrangement Act pending in the Canadian Bankruptcy Court. Allied Assets included 2,191 rigs, including approximately 831 active rigs, certain receivables and real property. Further, as a result of the Allied Acquisition, we increased the number of terminal locations that we operate by 17 active terminals in the U.S., of which three were combined with existing terminals of Jack Cooper, and ten terminals in Canada, which resulted in a net addition of 24 transport terminal locations to Jack Cooper's existing transport terminal base. We also created or acquired new operating companies including: Axis Logistic Services, Inc., Jack Cooper CT Services, Inc., Jack Cooper Rail & Shuttle, Inc., Axis Mexico and two new Canadian operating companies.

On March 31, 2015, we entered into term loan with MSDC. The term loan had an original maturity date of April 2, 2017. On December 23, 2015, we entered into an amendment to the term loan, which extended the maturity date to October 18, 2018 and increased the interest rate by 1.0% per annum. As a result, effective January 2, 2016, the term loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum.

industry include yard management, port processing, technical services, inspections and third-party logistics management services.

The vehicle transportation segment of the FVL industry is typically split into two main markets: the OEM FVL market, which transports new vehicles, and the POV FVL or remarketed FVL market, which transports used vehicles. Vehicles transported in the OEM FVL market are shipped by automotive manufacturers, while used vehicles transported in the POV FVL market are typically shipped by commercial auction houses, rental car companies and auto dealer groups. The total number of vehicles transported in the OEM FVL market in U.S. and Canada is projected to be approximately 21.4 million vehicles in 2016 based on seasonally adjusted annual rate, or "SAAR", of new light vehicle sales, plus those vehicles that are produced for export markets. In the case of the POV FVL market, while between 42 million and 44 million used vehicles change hands on average on an annual basis, an estimated 28 million vehicles require transportation services, according to Freedonia.

Continue to Drive Sustainable Organic Growth. We are focused on strengthening our core asset-intensive transport and complementary asset-light logistics business that makes us who we are today.

We operate strategically placed terminals in the U.S. and Canada, from which we direct our day-to-day operations. As of December 31, 2015, our fleet comprised 3,510 rigs (3,426 owned and 84 leased), of which approximately 2,421 are currently in operation. Our inactive rigs include 149 roadworthy rigs and 627 rigs that are parked and require investment to become roadworthy, and 313 rigs that are used for parts.

There are nominal costs associated with having rigs that are not fully deployed as the only expense incurred is annual incremental storage costs of $200 or less per idle rig. The Company does not incur expenses for licensing as parked rigs are not required to be licensed, nor does the Company typically incur maintenance costs on idled rigs until a decision to deploy a parked rig is made. There are no opportunity costs associated with having rigs that are not fully deployed, as rigs are deployed as needed when the Company has a signed service contract with a customer, and the Company only enters into contracts when it is economically advantageous to do so. Typically, when a non-roadworthy rig is being prepared to be deployed, we incur capital expenditures which will vary depending on the condition and age of the vehicle, but may range from approximately $50,000 to $125,000, and when an unlicensed rig is being prepared to be deployed, the Company incurs licensing expenses of approximately $2,000 per rig. The Company's excess capacity is a direct result of the Allied Acquisition, and the Company believes that its spare capacity is not typical in the industry. During 2015, we purchased 180 rigs previously operated under operating leases.

A new 75-foot rig (comprised of a tractor, trailer and head-ramp) currently costs approximately $250,000, and if it has been properly maintained, refurbished near the midpoint of its useful life and a replacement engine is installed in it at the appropriate mileage interval, has an average life of approximately 17 years. At December 31, 2015, the average age of the active rigs that we own or lease was between 11 and 12 years and the average remaining useful life was between 5 and 6 years. The average age is generally calculated based on the tractor manufacture dates.

As of December 31, 2015, we maintained our rigs at our 29 shop locations operated by approximately 326 maintenance personnel, however, we do contract maintenance support throughout the U.S. as necessary. Rigs are scheduled for regular preventive maintenance inspections. Each garage is equipped to handle repairs, including repairs to electrical systems, air conditioners, suspension, hydraulic systems, cooling systems, and minor engine repairs. We have some engine repair capabilities and more recently we have also used engine suppliers for engine replacements in order to obtain long-term warranties offered by them. We manage equipment parts through centralized parts vendors.

In order to reduce fuel costs our drivers may purchase fuel from several national suppliers with whom we have negotiated competitive discounts and central billing arrangements. We purchase approximately 95% of our over the road fuel within our network at preferred negotiated rates.

Our customers are major domestic and foreign automotive OEMs, including GM, Ford, Toyota, Chrysler, Nissan, Mazda, and Hyundai/Kia. Our principal customers are auto manufacturers that use our services for delivery of new vehicles to dealers. For the years ended December 31, 2015, 2014, and 2013, our three largest customers, GM, Ford and Toyota, collectively accounted for 83%, 81%, and 86% of total revenue, respectively, and GM alone accounted for 40%, 38%, and 51%, respectively. We have developed and maintained long-term relationships with our significant customers and have historically been successful in negotiating contract renewals. Under written contracts, we have served GM since 1928, Ford since 1984 and Toyota since 1979. Our logistics customers also include OEM

remarketers, rental car agencies and finance companies who are automotive lenders and dealers. No other customer accounted for more than 10.0% of our operating revenue during 2015.

The majority of our contracts are awarded as a result of a competitive bidding process. Our sales and marketing activities are conducted by our senior management, who interface directly with our customers. The limited number of OEMs enables our senior management to be closely involved in acquiring new business. We supplement our sales and marketing efforts by participating in conferences, trade shows, and industry associations such as the Automobile Carriers Conference.

We have one-year or multi-year contracts in place with the majority of our customers. Most of the contracts, upon expiration, automatically renew for one-year terms unless terminated by either party. The customer contracts establish rates for the transportation of vehicles generally based upon a fixed rate per vehicle transported plus a variable rate for each mile that a vehicle is transported. Certain contracts provide for rate variation per vehicle depending on the size and weight of the vehicle. During 2015, the majority of our customers paid us a fuel surcharge that allowed us to recover a portion of fuel costs incurred during the year.

We compete primarily in the short haul new vehicle segment of the automotive transportation market. Our primary business involves the transportation of new vehicles from manufacturing plants, VDCs, seaports and railheads to new vehicle dealerships under one-year or multi-year contracts with OEM customers. We believe motor carriers are positioned to continue to gain market share from rail carriers given the shortage of capacity on rail and the flexibility of the motor carrier network to provide last mile, just-in-time delivery service as OEMs continue to rapidly change-over models and reduce inventory levels at manufacturing plants and dealerships.

The motor carrier segment of the automotive transportation market is bifurcated between union and non-union carriers. Based on their union affiliations, many OEMs prefer to use union car carriers for their light-vehicle transportation needs. In addition, while it is more difficult for non-union car carriers to compete for union business, union carriers are able to secure business with non-union OEMs, rental car companies and remarketers. In 1995, there were 29 union carriers. Growth in competition from foreign car manufacturers, which has taken market share from U.S. manufacturers, the establishment of foreign non-union manufacturing in the U.S., the rise of non-union carriers and increased reliance by auto manufacturers on rail carriers has adversely affected union carriers. Consequently, the number of union carriers has steadily declined such that Cassens Transport Co. is now the Company's sole union competitor. The Company's primary non-union carrier competitors include Hanson & Adkins Auto Transport, United Road Services, Inc., Centurion Auto Holding Co. and Fleet-Car Lease, Inc.

We compete with our union and non-union competitors on the basis of the size of our fleet, strength and location of our network, price, on-time and damage-free deliveries and the experience of our driver base. We believe that we are able to compete effectively with our motor carrier competitors with regard to each of these factors, except that we are challenged to compete effectively against non-union carriers as to price in certain geographic areas where non-union manufacturers are located. We believe our network enables us to compete effectively against our competitors. We compete with rail carriers for off-rail business on the basis of price and, in robust selling environments when dealers have low inventories, on the basis of transit times.

Demand for vehicle transport in our Transport and Logistics segments can be affected by inclement weather, particularly during the winter months, when such weather tends to slow the delivery of vehicles. Additionally, our business is subject to a number of general economic factors that may have

a material adverse effect on the results of our operations, many of which are largely out of our control, including recessionary economic cycles and downturns primarily in the automotive sales market. Economic conditions may adversely affect our customers' business levels, the amount of transportation services they need and their ability to pay for our services. The demand for automobile transport is also a function of the timing and volume of lease originations, new car model changeovers, dealer inventories and new and used auto sales, with the second quarter typically our highest revenue period during the year.

As of December 31, 2015, we had approximately 3,988 employees in the U.S. and Canada, including 2,439 drivers, 509 yard personnel, 326 mechanics, 92 vehicle inspectors and 622 other personnel. In addition, we have 265 employees in Mexico. We believe our driver turnover rate of 18% during the year ended December 31, 2015, 17% during the year ended December 31, 2014 and 7% during the year ended December 31, 2013, is low compared to others within our industry. All drivers, shop mechanics and yard personnel are represented by various labor unions. Most of the Company's U.S. employees are represented by the Teamsters and covered by the Master Agreement. The Master Agreement with these employees commenced on June 1, 2011 and expired on August 31, 2015. A new agreement is currently under negotiation. The Teamsters and the Company have mutually agreed to keep all terms and provisions of the Master Agreement in effect until a new agreement is entered into. Other U.S. employees are represented by the International Association of Machinists and are covered under separate agreements. Additionally, employees at our Canadian terminals are members of Unifor, formerly Canadian Auto Workers. We believe that we maintain excellent relationships with both our union and non-union employees.

We have made a long-term commitment to utilize technology to serve our customers. We have implemented GPS devices and tablets in our fleet, which enables our terminals to provide customers with timely updates concerning vehicle load, dispatch and delivery and promotes efficient control and tracking of customer vehicle inventories. Through electronic data interchange and other protocols, we communicate directly with manufacturers and other shippers in the process of delivering vehicles, including electronic invoicing and collection, and provide electronic proof of delivery for all new car OEM deliveries. We also use these protocols to communicate with inspection companies, railroads, port processors and other carriers.

We are regulated by the DOT and the FMCSA and various state agencies and similar agencies in Canada and Mexico (collectively, the "Transportation Agencies"). These agencies have broad authority to regulate numerous activities, such as auto carrier equipment, safety, security, hours of service, registration, and licensing to engage in auto carrier operations, handling of hazardous materials, insurance, and financial responsibility. The Transportation Agencies conduct reviews and audits to determine compliance with the regulatory requirements. We are also subject to the safety and security requirements of the U.S. Department of Homeland Security, the Canada Border Services Agency, and the Mexican Transportation Ministry. There are currently numerous regulatory efforts to improve fuel efficiency and minimize engine idle time.

Our AES ocean shipping operations between U.S. and foreign ports are regulated by U.S. Customs and Border Protection. AES transactions with international shipper customers, ocean carriers and other logistics services providers are subject to regulations of the U.S. Treasury Office of Foreign Assets Control, which administers various U.S. trade laws and embargoes, and various laws and regulations such as the U.S. Foreign Corrupt Practices Act administered by the U.S. Department of Justice and

Securities and Exchange Commission. AES operations include NVOCC services, which are regulated by the Federal Maritime Commission, or FMC, under the U.S. Shipping Act of 1984, or the Shipping Act. A NVOCC purchases blocks of cargo capacity from vessel operators and resells or uses such capacity to move cargo booked with the NVOCC by its shipper customers. The Shipping Act requires NVOCCs in United States export trade to be licensed by the FMC, to post a bond to protect shippers' interests and to publish an ocean freight tariff. A licensee must have among its officers a "Qualifying Individual" who the FMC finds to be of good character and have the required shipping business experience and ability to manage international ocean freight operations. The Shipping Act and FMC regulations require that NVOCCs' freight rates and charges be in accordance with published tariffs or covered by NVOCC service contracts with shipper customers filed with the FMC. The Shipping Act and regulations prohibit certain practices including payment of deferred rebates to shippers, accepting bookings from unlicensed or unbonded NVOCCs, unreasonable refusals to deal, giving undue preference or advantage to any shipper or type of traffic, or imposing unduly prejudicial or discriminatory rates, charges and practices. The Shipping Act also requires that ocean freight service contracts between NVOCCs and vessel operators must be filed with the FMC and conform to certain regulatory requirements. AES is duly licensed as an NVOCC by the FMC, and is bonded, publishes a tariff in compliance with FMC regulations and operates in accordance with such tariff or service contracts filed with the FMC in U.S. foreign trade. Various foreign agencies, including agencies in Mexico and Canada, also exercise regulatory powers over our foreign activities, including over our ability to engage in auto carrier freight transportation, safety matters, contract compliance, insurance requirements, tariff and trade policies, taxation and financial reporting.

In addition, our terminal operations are subject to various federal, state, and local laws, regulations, and requirements that govern environmental and health and safety matters, including regulated materials management; the generation, handling, storage, transportation, treatment, and disposal of regulated wastes or substances; the storage and handling of fuel and lubricants; and the discharge of pollutants to the environment; and those that impose liability for and require investigation and remediation of releases or threats of releases of regulated substances, including at third-party owned off-site disposal sites, as well as laws and regulations that regulate workplace safety.

Some of our operations require environmental permits and controls to prevent and limit pollution to the environment. Failure to comply with these laws, regulations, and permits may trigger a variety of administrative, civil, and criminal enforcement measures, including the assessment of civil and criminal fines and penalties, the imposition of remedial obligations, assessment of monetary penalties, and the issuance of injunctions limiting or preventing some or all of our operations. At several locations, the Company's operations have historically involved the handling of bulk quantities of fuel, which could leak or be spilled from handling and storage activities. Maintenance of underground storage tanks is regulated at the federal and, in most cases, state levels. We maintain regular, ongoing testing or monitoring programs for underground storage tank ("UST") facilities. We believe the UST facilities are in compliance with current environmental standards and we will not be required to incur substantial costs to bring the UST facilities into compliance. We believe our operations are in compliance with transportation requirements and environmental and health and safety regulatory requirements. The USTs are required to have leak detection systems and we are not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the operations of the Company. During 2015, we ceased purchasing and handling bulk quantities of fuel.

We are also subject to environmental remediation liability. Under federal and state laws, we may be liable for the cost of investigation or remediation of contamination or damages as a result of the release or threatened release of hazardous substances or wastes or other pollutants into the environment at or by our facilities or properties, or as a result of our current or past operations, including facilities to which we have shipped wastes for disposal, recycling or treatment, regardless of when the release of hazardous substances occurred or the lawfulness of the activities giving rise to the

release. These laws, such as the federal Clean Water Act, the Comprehensive Environmental Response, Compensation, and Liability Act and the Resource Conservation and Recovery Act, typically impose liability and cleanup responsibility without regard to fault or whether the owner or operator knew of or caused the release or threatened release. Our policy is to accrue regulatory-related costs when those costs are believed to be probable and can be reasonably estimated. The quantification of environmental remediation exposures is often difficult and requires an assessment of many factors, including the nature and extent of contamination, the timing, extent, and method of remedial action, current and changing laws and regulations, advancement in environmental remediation technologies, the quality of information available related to specific sites, the assessment stage of each site investigation, preliminary findings, and the length of time involved in remediation or settlement. The Allied Acquisition included certain properties where USTs are present, most of which were removed during 2014 while the remaining will continue to be monitored for compliance with regulations.

We were in a dispute with American Zurich Insurance Company and Zurich Services Corporation, or Zurich, regarding the handling of workers' compensation claims for the policy period January 1, 2008 through July 26, 2009. On January 4, 2011, we entered into a standstill agreement with Zurich, which expired June 15, 2013 and arbitration resumed. On November 7, 2013, we entered into a second standstill agreement with Zurich relating to the arbitration. The second standstill agreement provided for another standstill until February 29, 2016. During the second standstill period, neither party could proceed with the arbitration and neither party was permitted to exercise any remedies in respect of the Zurich insurance program covering the period January 1, 2008 through July 26, 2009, whether at law or in equity. During the second standstill period, we made all payments required and maintained a letter of credit in the amount of $3.5 million as collateral.

In March 2016, we agreed with Zurich to terms memorializing a settlement of this arbitration and dispute, and in April 2016 we executed a full settlement agreement with releases and other terms agreeable to both parties.

We contract with third parties to process our workers' compensation, general liability and truckers' liability claims. In addition, from time to time and in the ordinary course of our business, we are a plaintiff or a defendant in other legal proceedings related to various issues, including workers' compensation claims, tort claims, contractual disputes, and collections. We carry insurance that provides protection against certain types of claims, up to the policy limits of our insurance. It is the opinion of management that none of the other currently known legal actions will have a material adverse impact on our financial position, results of operations, or liquidity.

Our risk management department is responsible for defining risks and securing appropriate insurance programs and coverage at cost effective rates. Through a combination of deductibles and third-party insurance coverage, we insure portions of our risk for workers' compensation; business automobile liability; commercial general liability; property, including business interruption; cargo damage and automobile physical damage; pollution liability for a Pennsylvania location; directors' and officers' liability; fiduciary liability; and employment practices liability. We have elected to self-insure certain costs related to workers' compensation and cargo claim liabilities, and were previously self-insured for certain auto and general liabilities. As part of our risk management strategy, we identify potential risks, retain that portion of the risk we deem appropriate and secure insurance coverage accordingly.

Our current workers' compensation insurance program provides a $0.7 million stop-loss limit per claim. Our general liability policy has a $1 million limit of liability per occurrence, and a $2 million

general aggregate limit. Our cyber security liability policy has a $3 million aggregate limit, and our crime policy has a $5 million limit per claim. Our directors and officers liability policy has a $30 million limit, and our automobile liability policy has a $1 million limit of liability per accident. We are self-insured for cargo damage liability, as our $500,000 deductible for cargo damage liability is equal to the $500,000 limit of liability. Our employers' liability coverage has a $1 million limit of liability and we have $39 million in umbrella-excess coverage applicable to general liability, United States and Canada automobile liability and employers' liability.

We use a third-party actuary to assist us in determining the necessary reserves for our workers' compensation programs and carry a liability representing the additional amount by which our estimated actuarial reserves exceed the amount we have paid into the program. We also retain significant liability for claims incurred under our previous claims insurance programs. The reserves for these claims are calculated primarily through the use of actuarial estimates and by considering agreed upon settlement amounts and the litigation to which we are subject, discussed more fully in "Business—Legal Proceedings."

Our Board of Directors, which we refer to as our Board, consists of ten members—Ms. Amico (Executive Chairperson), Messrs. Riggs, Testman, Schickel, Ferguson, Torrence, McHugh, Chapman, and Czarnecki and Ms. Brandon.

Each director serves a term of one year until the next annual meeting of stockholders and until a successor is elected and qualified, or until his earlier death, resignation or removal. We do not have any equity listed on a securities exchange and, therefore, are not required to comply with any independence requirements imposed by the exchanges. However, our Board has concluded that Messrs. McHugh, Torrence, Czarnecki and Chapman are independent directors as defined under the independence standards of Section 301 of the Sarbanes-Oxley Act and those set forth in Rule 10A-3 of the Exchange Act. In addition, we believe that Mr. Czarnecki would qualify as an audit committee "financial expert" under the requirements of the SEC.

Set forth below are the names, ages and positions of our directors and executive officers of JCHC:

Name		Position

T. Michael Riggs	61	Director and Chief Executive Officer, President and Treasurer
Michael S. Testman	52	Chief Financial Officer, Director
Theo A. Ciupitu	40	Executive Vice President, Secretary, and General Counsel
Katie G. Helton	34	Executive Vice President, Assistant Secretary and Associate General Counsel
Sarah Amico	36	Executive Chairperson of the Board of Directors
J.J. Schickel	46	Director
Kirk Ferguson	47	Director
Samuel Torrence	65	Director
J. Kevin McHugh	62	Director
James Chapman	53	Director
Edrienne Brandon	40	Director
Gerry Czarnecki	75	Director

The following is a summary of certain biographical information concerning our executive officers and our directors.

T. Michael Riggs has served as a member of the Board of Directors, President and Treasurer since January 2010, and our Chief Executive Officer since August 2014. Mr. Riggs is the largest stakeholder, controlling over 70% of our outstanding voting securities. He has over 20 years of experience in the trucking industry, and another 20 years prior executive experience in manufacturing companies. Mr. Riggs is a member of the Executive Committee of the American Trucking Association, and is Chairman of the Auto Carriers Conference. In 2013, Ernst & Young awarded Mr. Riggs the Ernst & Young Entrepreneur of the Year for the Midwest Region. He was also awarded the Global Outstanding Achievement Award by Automotive Supply Chain Magazine. He received a B.S. in Business from the General Motors Institute (now Kettering University) and an MBA from Harvard Business School. He and his wife of 28 years have three daughters and six grandchildren. Mr. Riggs brings significant leadership to the Board, particularly with respect to automotive and trucking industries.

Sarah Amico has been a member of our Board of Directors since June 2011 and has served as Executive Chairperson since November 2014. Mrs. Amico served as the Board of Directors' inaugural Nominating and Corporate Governance Committee Chairperson, and she continues to serve as a

member of the committee. Mrs. Amico also chairs the Mergers & Acquisitions Group. Mrs. Amico previously worked as the Head of Strategic Planning at APA Talent and Literary Agency in Beverly Hills, where she also launched and led the company's Entertainment Marketing & Brand Integration Department. During this time, she secured multi-party agreements amongst top content creators, marquis talent, large content distributors and leading brands. Mrs. Amico specialized in licensing agreements, branded entertainment, equity compensation deals and multi-platform promotions. Prior to joining APA, Mrs. Amico worked at the William Morris Agency in both Beverly Hills and New York, starting in the agency's famed Mailroom trainee program. She worked in the Motion Picture, Film Finance and Corporate Consulting departments before joining the launch team of WMA's The Mailroom Fund—a seed capital fund raised in partnership with AT&T, Venrock and Accel Partners. During her time in the entertainment industry, Mrs. Amico worked on initiatives for some of the world's largest and most recognizable brands, including General Motors, Time Inc., Starbucks, Reader's Digest, Amtrak, OPI, Harry & David, the Kardashians, and Virgin America Airlines. Ms. Amico has been a featured speaker for Wells Fargo's Transportation CEO Conference, the Wells Fargo Women in Capital Markets program and the Harvard Business School's "Dynamic Women in Business Conference." Mrs. Amico received her BA in Politics manga cum laude from Washington & Lee University and her MBA from the Harvard Business School. Mrs. Amico has significant expertise in marketing, and brings deep general business experience to our Board.

Michael S. Testman has been our Chief Financial Officer since April 2010 and a member of our Board of Directors since July 2010. Prior to joining us, from October 2008 to April 2010, Mr. Testman served as Chief Executive Officer and a director of JHT upon JHT's emergence from Chapter 11 reorganization. Mr. Testman also served on the board of directors of Mexicana Logistics, a subsidiary of JHT, from October 2008 to April 2010, and served as President of ATC Leasing, Inc., a subsidiary of JHT, from February 2005 to October 2008. JHT's revenues ranged from $230 million to $550 million during Mr. Testman's employment. Mr. Testman is a graduate of Missouri Southern State University. Mr. Testman brings significant management and financial expertise to the Board.

Theo A. Ciupitu has been our Executive Vice President, Secretary or Assistant Secretary, and General Counsel since July 2010. Prior to joining us, Mr. Ciupitu was a corporate attorney in private practice, representing public and private companies and private equity and venture capital firms in, among other things, mergers and acquisitions, leveraged buyouts, divestitures, tax free reorganizations, private and public offerings, debt and equity financing transactions, and outsourcing, licensing, and general commercial transactions. From July 2006 to June 2010, Mr. Ciupitu was an attorney in the Corporate and Securities Department of Womble Carlyle Sandridge & Rice, PLLC. Prior to July 2006, Mr. Ciupitu was an attorney in the Corporate Services Department of McGuireWoods LLP. Mr. Ciupitu graduated summa cum laude from Florida State University in 1998 and earned his law degree from the University of Texas School of Law in 2001.

Katie Helton is the Executive Vice President, Assistant Secretary and Associate General Counsel for the Company. She joined the Company in 2009 and since then has focused on employment and labor issues, as well as litigation management. From 2007 to 2009, she worked as a Staff Attorney for the Atlanta Legal Aid Society, helping low income clients with a variety of legal issues including family law, landlord-tenant disputes, bankruptcy, Fair Debt Collection Act, and employment law matters. She has also served in a leadership role with the Employment and Labor Law Committee of the Association of Corporate Counsel as a Policy Subcommittee Chair. Mrs. Helton graduated magna cum laude with a Bachelor of Arts from St. Olaf College in Northfield, Minnesota. Subsequently, she obtained her Juris Doctorate degree from Washington University in St. Louis, Missouri. While at Washington University, she was a member of the Global Studies Law Review and volunteered as a Court Appointed Special Advocate for children in the local foster care system.

John Jacob Schickel has been a member of our Board of Directors since July 2010. Mr. Schickel is the co-founder of EVE Partners, LLC, a boutique merchant bank focused exclusively on the

transportation and logistics industry. Prior to co-founding EVE Partners, LLC, from July 1999 to November 2002, Mr. Schickel served as Chief Financial Officer and Chief Operating Officer of ATC Logistics, Inc. ("ATC"), a privately-held conglomerate with numerous businesses serving the automotive industry supply chain. At ATC, Mr. Schickel executed a bottom-up operational restructuring that resulted in a 325% increase in operating cash flow. Mr. Schickel also completed numerous debt financings, acquisitions, divestitures and a private equity placement to support the growth of Americas Management and Logistics Inc., ATC's international port processing division, which sold for $430 million in 2007. Mr. Schickel is a member of the National Association of Corporate Directors, or NACD, and currently serves as a board member for P&S Transportation. He has also served as a board member for Access USA Shipping Inc., AT&T Worldwide, United Vision Logistics, BAM Worldwide, Francis Drilling Fluids and for Americas Management and Logistics, Inc. Mr. Schickel received undergraduate and graduate degrees in accounting from the University of Florida. Mr. Schickel's background includes deep experience in the automotive supply chain industry and logistics business, including advising on over 100 corporate finance and acquisition transactions, enabling him to assist the company as a director in understanding our customers' needs and in pursuing our acquisition growth strategy and the related financings.

Kirk Ferguson has been a member of our Board of Directors since July 2010. Mr. Ferguson is a Managing Director and founding member of Sachem Head Capital Management, a capital management group based out of New York City. Prior to joining Sachem Head in 2012, Mr. Ferguson was a Managing Director of Stonehouse Capital Partners, a private investment firm formed in 2005, focused on structured equity and debt investments in middle market companies. Prior to founding Stonehouse, Mr. Ferguson was a partner of American Industrial Partners, a private equity firm focused on investments in companies with potential for value creation from operational and financial restructuring initiatives. Mr. Ferguson currently serves or previously served on the Board of Directors of a number of private companies, including several transportation or automotive-related companies: Erickson Air-Crane, JHT and Stanadyne Automotive. Mr. Ferguson also has been a management consultant with Monitor Company. Mr. Ferguson is a graduate of Stanford University and earned his MBA from Harvard Business School. Mr. Ferguson brings significant investment and management experience to our Board, particularly in the automotive and trucking industry. In combination with his prior experience as a director and/or owner of numerous businesses, he brings significant expertise in business strategy formulation and execution.

Samuel Torrence has been a member of our Board of Directors since May 2011. Mr. Torrence retired on July 1, 2008 as President and Chief Operating Officer of Just Born, Inc. ("Just Born"), a privately owned confectionary candy manufacturer distributing its products nationally and in over 50 countries worldwide. Prior to Just Born, Mr. Torrence was Executive Vice President of Mack Trucks, Inc. ("Mack"). At Mack, Mr. Torrence's responsibilities included parts warehousing and distribution, quality and administration (human resources, labor relations, health and welfare, training and development). Mr. Torrence was also chief spokesman for national union negotiations with the United Auto Workers during his tenure with Mack. Mr. Torrence was active in the integration and consolidation of Mack with Volvo Trucks North America after Mack's purchase by Volvo in 2001. From 1985 until his appointment at Mack, Mr. Torrence was Executive Vice President of Human Resources and Total Quality Management for Bridgestone USA. For a period of time, he also oversaw the purchasing and warehouse & distribution functions. He was active in Bridgestone's acquisition of Firestone in 1989, and subsequent integration and consolidation. Mr. Torrence was chief spokesman for national negotiations with the United Rubber Workers during his tenure at Bridgestone. He began his career with General Motors Corporation in 1969. Mr. Torrence previously served as an adjunct professor at DeSales University, instructing undergraduate business, strategic planning and MBA courses. Mr. Torrence served as a guest lecturer at DeSales and several Universities in the Lehigh Valley. Graduating from General Motors Institute (now Kettering University), Mr. Torrence went on to earn a Juris Doctor degree and is licensed to practice law (now retired) in Ohio. In 2015, Mr. Torrence

was selected as an outstanding director by the Atlanta Business Chronicle and the Atlanta Chapter of the NACD. Mr. Torrence is an NACD Governance Fellow and brings significant leadership to the Board, particularly with respect to the automotive and trucking industries.

J. Kevin McHugh has been a member of our Board of Directors since August 2011 and is the chair of our compensation committee. Mr. McHugh is currently the President of JKM Management Development, a leadership development and executive coaching firm he founded in 1990. He has worked with thousands of CEOs and executive teams around the world to increase leadership effectiveness. Mr. McHugh helps executives increase organization performance by developing leadership competencies that build emotional self-awareness, and open interpersonal communication to allow executives to skillfully manage conflict, and address unspoken tensions in the C-Suite. Mr. McHugh is an internationally known and respected education resource for the Young Presidents' Organization ("YPO"), a global organization of Presidents and CEOs with more than 15,000 members. He is a former member of the organization and is a regular speaker and facilitator at YPO's Global Leadership Conference. This annual event assembles more than 3,000 Presidents and CEOs from around the world to learn how to lead other CEOs at local chapter levels. Prior to starting JKM Management Development, Mr. McHugh performed in a variety of executive sales and marketing positions in closely held corporations and served for six years as the President and CEO of a regional capital goods distribution company. As an entrepreneur, Mr. McHugh also founded and operated a chain of retail candle stores from 1994 to 2003. Mr. McHugh holds a BS in Marketing from St. Joseph's University and has received extensive post-graduate education in personality assessment, leadership development and executive coaching. He is certified in numerous behavioral assessment methodologies. Mr. McHugh brings his deep experience in management and leadership development to the Board.

James Chapman has been a member of our Board of Directors since August 2011. Mr. Chapman is the non-executive Chairman of CSC ServiceWorks, Inc., an outsourced services provider to multi-family housing and related commercial property managers, and has been affiliated with CSC and affiliates since 1992. Mr. Chapman also serves as a non-executive Advisory Director of SkyWorks Capital, LLC, an aviation and aerospace management consulting services company based in Greenwich, Connecticut, which he joined in December 2004. Prior to SkyWorks, he was associated with Regiment Capital Advisors, LP, an investment advisor based in Boston specializing in high yield investments, which he joined in January 2003. Mr. Chapman has over 30 years of investment banking experience in a wide range of industries including aviation/airlines, metals/mining, natural resources/energy, automotive/general manufacturing, financial services, real estate and healthcare. Presently, he serves as a member of the Board of Directors of AerCap Holdings NV (NYSE: AER), Tembec Inc. (TO: TMB) and Tower International, Inc. (NYSE: TOWR). In addition, Mr. Chapman is a Board member of several private companies and serves on the Advisory Board of Houlihan Lokey. Mr. Chapman received an MBA with distinction from Dartmouth College and was elected an Edward Tuck Scholar. He received his BA degree, with distinction, magna cum laude, at Dartmouth College and was elected to Phi Beta Kappa, in addition to being a Rufus Choate Scholar. Mr. Chapman has significant experience as an executive and board member of numerous public and private companies, and has unique experience in investment banking and capital raising activities.

Edrienne Brandon joined the Board in August 2014 and is the chair of our nominating/corporate governance committee. Mrs. Brandon is a co-founder and chief executive officer for Ablaze Ventures, a firm that provides entrepreneurs with value-added capital and resources to maximize their potential. From May 2009 to April 2015, Ms. Brandon worked at Volcano Corporation, a $390 million public medical device company, where she was responsible for commercial marketing and product management for the company's coronary imaging business. During the last fifteen years, she has led close to twenty commercial launches as well as directed activities in corporate strategy, brand management, product development, commercial marketing, investor relations and operations. Mrs. Brandon has worked for global leaders such as Procter & Gamble, Ophthonix, GlaxoSmithKline,

Phillips, Volcano Corporation and GreatCall/Jitterbug as well as start-up companies. Mrs. Brandon started her career as a management consultant for Ernst & Young. Her board service has included the Duke University Trinity Board of Visitors, the Duke Board of Trustees Committee on Institutional Advancement, Harvard Business School Admissions, The Family Tree, and City Heights Prep School. Mrs. Brandon earned her MBA from Harvard Business School, and her BA from Duke University, where she was a two-term Class President, Commencement Speaker, and Griffith University Service Award recipient. Mrs. Brandon brings her significant experience in marketing, external relations and general management to the Board.

Gerry Czarnecki joined the Board of Directors in August 2014 and is the chair of our audit committee. Mr. Czarnecki has served since 1994 as the Chairman and Chief Executive Officer and the principal stockholder of The Deltennium Group, Inc., which has interests in a range of principal investments, as well as a broad consulting practice that helps organizations achieve peak performance through effective leadership, focused strategy, effective organization and sound financial management. He is a member of the board of directors of State Farm Insurance Company and Chairman of the audit committee; member of the board of directors of State Farm Bank and State Farm Fire & Casualty; Chairman of the board of directors of MAM Software Group, Inc.; and member of the board of directors of JA Worldwide, Inc. and Chairman of the compensation committee. Prior to forming The Deltennium Group, Mr. Czarnecki was president of UNC Incorporated, a diversified aerospace and aviation company engaged in manufacturing, after-market services and military outsourcing services, the Senior Vice President of Human Resources and Administration of IBM Corporation, and held a number of executive positions in the retail banking and consumer financial services industry. Mr. Czarnecki holds a BS in Economics from Temple University, an MA in Economics from Michigan State University, a Doctor of Humane Letters from National University and is a Certified Public Accountant. Mr. Czarnecki has broad experience as an executive and a consultant, and brings that expertise to the Board.

Sarah Amico, our Executive Chairperson, is the daughter of T. Michael Riggs, a member of our Board and our Chief Executive Officer, President and Treasurer. Katie G. Helton, our Executive Vice President, Assistant Secretary and Associate General Counsel, is the daughter of T. Michael Riggs and the sister of Sarah Amico. Otherwise, there are no family relationships among any of our directors or executive officers.

Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. Our Board understands that there is no single, generally accepted approach to providing board leadership and recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board periodically reviews its leadership structure. Our board leadership structure currently consists of Sarah Amico, who is an employee of JCHC and serves as our Executive Chairperson, and T. Michael Riggs, who is a member of our Board and our Chief Executive Officer. The Board believes that this is the most appropriate structure based on our Chairperson's significant marketing and business experience and on our Chief Executive Officer's extensive experience and in-depth knowledge of the Company and the industry, and the Board believes that this structure will provide a clear, well-defined focus for the chair of command to execute the Company's business plans and strategic initiatives. Additionally, Mr. Torrence has served as our lead director since November 2013, and brings significant leadership to the Board, particularly with respect to the automotive and trucking industries.

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its standing committees; our audit

committee, our compensation committee and our nominating/corporate governance committee, each of which addresses risks specific to its area of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating/corporate governance committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct.

Nominating/Corporate Governance Committee. Our nominating/corporate governance committee is comprised of four directors: Ms. Brandon (Chair), Ms. Amico and Messrs. Torrence and Chapman. The nominating/corporate governance committee's primary functions are to: (1) identify and recommend to the Board individuals qualified to become directors and (2) take a leadership role in shaping the corporate governance of the Company and overseeing the evaluation of the Board and management.

Compensation Committee. Our compensation committee is comprised of four directors: Messrs. McHugh (Chair), Schickel and Ferguson and Ms. Brandon. The compensation committee's primary functions are to: (1) provide assistance and recommendations to the Board relating to the compensation (both cash and equity) and the philosophies, plans, policies and programs for the Company's employees, officers and directors; (2) oversee preparation of reports on compensation and related matters to be included in any reports filed with or furnished to the SEC and (3) review and make recommendations to the Board regarding the Company's dividend policy.

Audit Committee. Our audit committee is comprised of four directors: Messrs. Czarnecki (Chair), McHugh, Torrence and Schickel. Our audit committee, pursuant to its written charter, among other matters, oversees: (1) the financial reporting process, including the integrity of our financial statements and systems of internal controls regarding finance, accounting, legal compliance and ethics; (2) compliance with legal and regulatory requirements regarding finance; (3) the qualifications and independence of our independent auditors; (4) management of our financial risk; and (5) the performance of our internal audit function and independent auditors. Duties of the audit committee also include the following:

None of our executive officers serves, or in the past has served, as a member of the Board or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company, other than Kirk Ferguson, who was as of December 31, 2015 an employee solely for the purposes of the provision of health care, and John Jacob Schickel, who was previously a consultant of JCL.

The Company does not currently have a written code of ethics which applies to its executive officers. However, the Company believes that the Board adequately monitors the activities of management to ensure that its executive officers maintain proper ethical standards.

The following table summarizes information regarding the compensation awarded to, earned by or paid to our Chief Executive Officer and the two other most highly paid executive officers during the two years ended December 31, 2015. We refer to those individuals as our named executive officers, or NEOs.

Prior to the establishment of the compensation committee in February 2014, the Board had the responsibility for administering and overseeing all elements of our executive compensation program. Our Board and the compensation committee have adopted a broad philosophy for the manner in which our executives are compensated. The goal of our executive officers compensation program is to attract, motivate and retain executive officers who are critical to our success, while holding them accountable for their own personal performance and for our performance. Our Board has evaluated, and the compensation committee will continue to evaluate, the need for revisions to our executive compensation program to ensure our program is competitive with the companies with which we compete for superior executive talent. As part of this process, consideration is given to the competitiveness of the elements of compensation packages we offer to our executives.

On a yearly basis, our Board considers whether to adjust the salary component of overall compensation in light of the overall compensation package for each executive and how the balance of the components for an individual matches the overall compensation philosophy. In determining cash compensation levels for executives, the Board has considered, and the compensation committee will consider, the qualifications of the executive, our current needs and expected future needs, the competitive opportunities for individuals with similar executive skill sets and experience and the expected budget.

A significant component of the compensation package for our NEOs consists of a cash bonus tied to our success, pursuant to the terms of each named executive officer's employment agreement. See "—Employment Agreements with Named Executive Officers." Prior to 2015, each NEO's employment agreement provided for a bonus payment as a percentage of salary upon our achievement of certain specified percentages of adjusted, projected consolidated EBITDA, or EBITDA Target. At the beginning of the fiscal year, the Board would set an EBITDA Target (which could be the same or different for each officer) that is difficult to achieve but which was in line with the Board's expectations for growth. Beginning in 2015, each NEO's employment agreement provides for an annual, performance-based, discretionary bonus of up to fifty percent (50%) of their then current base salary as determined by the Board (or the compensation committee) in its sole and absolute discretion. Each NEO also has the opportunity to receive an additional bonus in the discretion of the Board. We did not pay bonuses to any of our NEOs for fiscal year 2015 as the Company did not achieve the budget metrics established by the Board.

Finally, we believe it is important for executives to have incentives that are aligned with our shareholders. From time to time, the Board will award equity to certain executives in recognition of exemplary performance or upon the commencement of an executive's employment. These equity awards generally consist of non-voting stock or options to purchase non-voting stock. However, the options will relate to stock of our parent Jack Cooper Enterprises, Inc.

In connection with the continued employment of each of Mr. Riggs as CEO and Mr. Ciupitu as General Counsel and Executive Vice President, JCHC entered into a letter agreement with each executive, which were executed on December 1, 2014 in the case of Mr. Riggs and November 17, 2014 in the case of Mr. Ciupitu, and which were effective as of January 1, 2015. The agreements with Messrs. Riggs and Ciupitu replaced their agreements that expired on December 31, 2014.

Pursuant to the employment agreements, JCHC will pay Mr. Riggs an initial yearly base salary of $650,000, and Mr. Ciupitu an initial yearly base salary of $330,000. Each executive's initial yearly base salary is subject to periodic increases: in the case of Mr. Riggs, as determined by the Board of Directors of JCHC or the compensation committee, and in the case of Mr. Ciupitu, as determined by the Chairman, the CEO or the Board of Directors of JCHC.

Each executive's employment agreement continues unless terminated pursuant to its terms. Each executive will have the opportunity to receive an annual, performance-based, discretionary bonus of up to fifty percent (50%) of his then current base salary, as determined by the Board of Directors of JCHC, the compensation committee, the Chairman or the CEO, as may be applicable. Furthermore, each executive has the opportunity to receive additional discretionary bonuses: in the case of Mr. Riggs, as determined by the Board of Directors of JCHC or the compensation committee, and in the case of Mr. Ciupitu as determined by the Chairman, CEO or the Board of Directors of JCHC, in his or its sole discretion. Each named executive officer will be entitled to participate in JCHC's benefit programs and will be reimbursed for certain business expenses. JCHC will also provide each executive with a car allowance of $650 per month. If JCHC terminates an executive without cause within five (5) years of the effective date of the letter agreement, JCHC will be required to pay that executive the salary, bonuses and benefits that he or she is owed through the last day of actual employment, plus a severance payment equal to his or her initial base salary for either eighteen (18) months following termination or until the fifth (5th) anniversary of the effective date of the letter agreement, whichever is earlier. The payment of severance is contingent on the executive's execution of an irrevocable separation agreement and general release of claims. No severance is due upon JCHC's termination of an executive for cause, or upon the executive's resignation.

Each executive's employment agreement includes non-solicitation provisions, pursuant to which the executive has agreed, during the term of his employment and for two (2) years after his or her termination, not to solicit any business from the customers of the Company or any of its affiliates, or the JC Companies, with whom he or she had material contact during his or her employment with any JC Company. Further, the executive's agreement includes an agreement, during the term of employment and for two (2) years thereafter, not to solicit, divert, hire, or attempt to solicit, divert or hire employees of any JC Company, and non-competition provisions pursuant to which he or she has agreed not to own, manage, operate, join, control, be employed by or with, or participate in any manner with a competing business in any geographic areas where he or she was undertaking duties or responsibilities for a JC Company within two (2) years prior to termination, where doing so will require the executive to offer or provide products or services of the type conducted, authorized, offered or provided by any JC Company within two (2) years prior to termination. Each executive has also agreed to hold all confidential information in the strictest confidence during the term of his or her employment and for three (3) years following his or her termination, that any inventions during his or her employment with any JC Company shall be the sole and exclusive property of JCHC, and has granted JCHC a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and fully paid-up license and rights to all intellectual property which the executive owns or has an interest in and uses, provides, or incorporates into any goods, services, systems, or operations of any JC Company.

As discussed above, if JCHC terminates an executive without cause within five (5) years of the effective date of the letter agreement, JCHC will be required to pay that executive the salary, bonuses and benefits that he or she is owed through the last day of actual employment, plus a severance payment equal to his or her initial base salary for either eighteen (18) months following termination or until the fifth (5th) anniversary of the effective date of the letter agreement, whichever is earlier. The payment of severance is contingent on the executive's execution of an irrevocable separation agreement and general release of claims. No severance is due upon JCHC's termination of an executive for cause, or upon the executive's resignation. There are no separate payments triggered upon a "change in control", and a "change in control" termination is treated the same as any other termination.

For the purposes of our employment agreement with our NEOs, "cause" means: (i) a breach of the letter agreement, which breach is not cured by the NEO within thirty (30) days following the date that the Company provides written notice to the NEO of such breach and the circumstances of such breach is reviewed with the NEO by the Chairman, the General Counsel, and a human resources representative of the Company; (ii) the NEO's gross negligence, gross misconduct, fraud, or dishonesty in connection with his or her performance of his or her duties, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (iii) the conviction of the NEO for a felony or crime involving moral turpitude; (iv) the commission of a willful act by the NEO causing harm to the Company or any other JC Company which harm, when capable of cure, is not cured within thirty (30) days following the date the Company provides notice thereof; (v) the NEO's willful refusal to follow the lawful directives of the Board of Directors of the Company consistent with his or her job title; or (vi) the NEOs failure to follow any policies or procedures of the Company following the date the Company provides written notice of such failure.

The following table sets forth the payments that would have been owed to our NEOs, if their employment had ended on December 31, 2015:

On September 1, 2014, our Board established a new compensation program for our directors. Pursuant to this compensation program, the compensation for all of our directors who are not executive officers will continue to be set at $1,000 per week, and effective as of October 1, 2014, the compensation for our lead director, Mr. Torrence, was set at $1,200 per week.

Pursuant to the new compensation program, effective as of January 1, 2014, the audit committee chairman is paid an annual retainer of $25,000 and the other audit committee members are paid an annual retainer of $12,500, the compensation committee chairman is paid an annual retainer of $17,500 and the other compensation committee members are paid an annual retainer of $8,750, and the nominating/corporate governance committee chairman is paid an annual retainer of $10,000 and the other governance committee members are paid an annual retainer of $5,000. All of the retainers are paid quarterly in advance. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at board and committee meetings.

The following table presents information relating to total compensation of the directors for the fiscal year ended December 31, 2015. Information with respect to the compensation of Messrs. Riggs and Testman and Ms. Amico as executive officers of the Company is included above in the "Summary Compensation Table"; they do not receive compensation for their service as directors.

All outstanding common stock of the Company is owned by our parent company, JCEI.

The following table sets forth certain information at April 1, 2016 about the beneficial ownership of the voting Class A Common Stock in JCEI, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) all of the directors and executive officers as a group. Unless otherwise indicated, the beneficial owners of JCEI voting Class A Common Stock listed below have sole voting and investment power with respect to all shares shown as beneficially owned by them:

The following table sets forth certain information at April 1, 2016 about the beneficial ownership of the non-voting Class B Common Stock in JCEI (on an issued and outstanding basis) by: (i) each of our directors; (ii) each of our named executive officers; and (iii) all of our directors and executive officers as a group. Unless otherwise indicated, the beneficial owners of our non-voting Class B

Common Stock listed below have sole investment power with respect to all shares shown as beneficially owned by them:

	Beneficial Ownership

Name of Beneficial Owner	Number of Class B Shares			Percent of Class
T. Michael Riggs		121,823	(1)		24.95	%
Michael S. Testman		49,365			10.11	%
Theo Ciupitu		43,880			8.99	%
J.J. Schickel		11,970			2.45	%
Kirk Ferguson		11,970			2.45	%
James Chapman		5,990			1.23	%
J. Kevin McHugh		5,265			1.08	%
Sarah Amico		3,996	(2)		*
Sam Torrence		3,995			*
Gerry Czarnecki		1,000			*
Edrienne Brandon		—			—
Jeff Herr		—			—
Brian Varano		—			—
Riki Howard		—			—
Directors & Executive Officers as a Group		259,254			53.10	%

The following is a description of transactions since January 1, 2013, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or persons affiliated with them, hold or will have a direct or indirect material interest.

We have engaged EVE Partners, LLC, or EVE Partners, as our non-exclusive financial advisor in connection with developing a diversification strategy and the evaluation and structuring of any one or more potential financing or acquisition transactions, including, but not limited to, the purchase of certain assets or business interests of certain prospects. EVE Partners' co-founder and 50% owner, J.J. Schickel, also serves on our Board. Our agreement with EVE Partners has a term of 12 months from July 7, 2010, which automatically renews until terminated upon giving 30 days' notice. Amounts payable to EVE Partners include: (i) a retainer in the amount of $8,000 per month; and (ii) a transaction fee or a financing fee as mutually negotiated in advance of executing a letter of intent with

respect to any potential transaction. Under this agreement, EVE Partners received payments of $0.1 million during the years ended December 31, 2015 and 2014.

Our subsidiary, JCL, has also engaged Eve Merchant, LLC, or Eve Merchant, as a non-exclusive advisor in connection with certain operations of the company, including, without limitation, making J.J. Schickel available to provide certain services as JCL's chairman, vice chairman, chief executive officer or president, as applicable. Under this agreement, Eve Merchant receives a non-refundable retainer of $12,667 per month. J.J. Schickel is the founder and 100% owner of Eve Merchant. Eve Merchant held a minority interest in JCL until purchased in December 2012 (as discussed above) and owned Series E Preferred Stock of JCHC until we redeemed it in full in 2013. Under this agreement, Eve Merchant received payments of $0.2 million during the years ended December 31, 2015 and 2014.

We have employed, and continue to employ, immediate family members of certain of our directors, such as two of Mr. Rigg's daughters, Sarah Amico and Katie Helton, Mr. Rigg's son-in-law and Sarah Amico's husband, Andrea Amico, and Mrs. Brandon's husband, Wesley Brandon. Mrs. Amico receives compensation of $200,000 as the Executive Chairperson of the Board under an employment agreement dated as of December 1, 2014 and effective as of January 1, 2015. Mrs. Helton receives compensation as the Executive Vice President, Assistant Secretary and Assistant General Counsel under an employment agreement effective as of January 1, 2015. Mr. Amico received compensation as the President of JCL under an employment agreement of approximately $202,700 for the year ended December 31, 2015. Mr. Brandon receives compensation as the Vice President of Corporate Development and Strategy under an employment agreement of $210,000, effective March 3, 2014. Messrs. Amico and Brandon and Mrs. Helton receive health and other benefits customarily provided to similarly situated employees.

Indemnification Agreements. We have entered into indemnification agreements with each of our directors and with certain of our officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Advance to Kevin McHugh. On July 8, 2014, we loaned Mr. McHugh, one of our directors, $318,532.50, which he used to pay the exercise price for 5,265 options to purchase our then-existing Class B common stock. The loan bore interest at a rate of 0.40% per annum. The loan was paid back in full, plus interest, with part of the proceeds Mr. McHugh received from the dividend payment we made on July 9, 2014.

Refurb 1. A brother-in-law of Craig Irwin, an employee of JCHC and the former president of Jack Cooper Transport, is the owner of Refurb 1, LLC, or Refurb 1, a truck and trailer refurbishment and reconditioning business. We paid Refurb 1 approximately $2.1 million and $3.0 million during the years ended December 31, 2015 and 2014, respectively, for services rendered. In addition, Craig Irwin's brother-in-law issued a promissory note to Jack Cooper Transport in the amount of $225,416.82, which accrues interest at 10.0% per annum and matures on August 15, 2016.

Revolving credit facility. We are party to a revolving credit facility, which provides $100 million in aggregate borrowing capacity, subject to a borrowing base. Loans under the revolving credit facility bear interest at a floating rate and may be maintained as base rate loans (tied to the greatest of the prime rate, the federal funds rate plus 0.5% and the one month LIBOR rate plus 1%) or as LIBOR rate loans (determined by reference to the applicable rate for LIBOR loans for the selected interest period) plus an applicable margin, which is determined based upon the amount outstanding. The revolving credit facility is guaranteed by all of our domestic subsidiaries and is secured by a first-priority security interest in most of our assets, including rigs and other vehicles, accounts receivable, inventory, deposit and security accounts and tax refunds, and a second lien on certain of our other assets. The revolving credit facility matures at the earlier of (i) June 18, 2018 or (ii) the date that is 90 days prior to the then extant maturity date of the term loan.

Term loan. We are party to a senior secured term loan facility in the principal amount of $62.5 million, issued at a 4.0% discount, with MSDC. The term loan has a maturity date of October 18, 2018. We used the proceeds from the term loan to pay down outstanding borrowings on our revolving credit facility and for general business purposes.

As of December 31, 2015, the term loan bore an interest rate of LIBOR plus 6.0% per annum, subject to a LIBOR floor of 3.0%. On December 23, 2015, the Company entered into an amendment to the term loan which extended the maturity date of the term loan to October 18, 2018 and, effective January 2, 2016, increased the applicable interest rate on the term loan by 1.0% per annum. As a result, effective January 2, 2016, the term loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum. Further, if the term loan is prepaid with the proceeds of a qualified equity raise, the Company will pay an additional premium equal to the present value of the additional 1.0% interest accruing from January 2, 2016, if paid through the maturity date, as a make whole premium. In consideration for the amendment, the Company paid MSDC a fee of $0.6 million.

The term loan is guaranteed by the domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries and a pledge of the outstanding equity of the Company's domestic subsidiaries and 65% of the outstanding equity of the Company's first-tier foreign subsidiaries. MSDC's liens have first priority status on the ABL Collateral (as defined in the Indenture) and second priority status on the Notes Collateral (as defined in the Indenture) to the same extent as the liens of the lenders under the revolving credit facility in such assets, but are junior to the liens of the lenders under the revolving credit facility. The term loan also contains certain customary affirmative and negative covenants and events of default for financings of its type.

Jack Cooper Holdings Corp. (the "Issuer") will issue the Exchange Notes under the indenture dated as of June 18, 2013 (the "Indenture") among the Issuer, the Guarantors from time to time party thereto, and U.S. Bank National Association, as Trustee (the "Trustee") and as collateral agent (the "Notes Collateral Agent") pursuant to which the Company previously issued the Original Notes. The Exchange Notes will be subject to and governed by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The terms of the Exchange Notes will include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Unless the context requires otherwise, all references to the "Notes" include the Original Notes and the Exchange Notes and all references to the guarantees or the "Note Guarantees" include the Original Guarantees and the Exchange Guarantees. The Exchange Notes, the Original Notes and any Additional Notes (as defined below) will be treated as a single class for all purposes of the Indenture.

The statements under this caption relating to the Indenture, the Notes, the Intercreditor Agreement and the Security Documents are summaries and are not a complete description thereof, and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the Indenture, the Notes, the Intercreditor Agreement and the Security Documents. The definitions of certain capitalized terms used in the following summary are set forth below under "—Certain Definitions". Copies of the Indenture, the Notes, the Intercreditor Agreement and the Security Documents are available upon request from the Issuer. We urge you to read these documents carefully because they, and not the following description, will govern your rights as a Holder of the Notes.

The Issuer may issue additional notes under the Indenture (the "Additional Notes"), subject to the limitations described below under the covenants "Limitation on Incurrence of Debt" and "Limitation on Liens" (including the "Permitted Additional Pari Passu Obligations" definition). The Notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, and, except as otherwise specified herein, all references to the "Notes" include any Additional Notes. Any Additional Notes will be secured, equally and ratably with the Notes, by the Liens on the Collateral described below under "—Security". Additional Notes that are not fungible with the Notes for U.S. federal income tax purposes will be issued with a different CUSIP number.

Interest on the Notes is payable at a rate of 9.25% per annum. References herein to interest on the Notes will be deemed to include all Additional Interest, if any. Interest on the Notes is payable semiannually in cash in arrears on June 1 and December 1 of each year. The Issuer makes each interest payment to the Holders of record of the Notes on the immediately preceding May 15 and November 15. Interest on the Notes accrues from and including the most recent date to which interest has been paid or if no interest has been paid. Interest is calculated based on a 360-day year consisting of 12 months of 30 day.

Principal of and premium, if any, and interest on the Notes is payable, and the Notes are transferable, at the office or agency of the Issuer maintained for such purposes, which, initially, will be the corporate trust office of the Trustee or an agent thereof; provided, however, that payment of interest may be made at the option of the Issuer by check mailed to the Person entitled thereto as shown on the security register. The Notes will be issued only in fully registered form without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith.

The Notes and the Issuer's Obligations under the Indenture are guaranteed (the "Note Guarantees"), on a joint and several basis, by each of our existing and future direct and indirect Wholly-Owned Restricted Subsidiaries (other than Foreign Subsidiaries and as set forth under "—Certain Covenants—Additional Note Guarantees"; provided that in any event the Notes and Issuer's Obligations under the Indenture must be guaranteed by any Subsidiary that guarantees or is a co-borrower under any Credit Facility) (each such Person, a "Guarantor" and, collectively, the "Guarantors"). The Note Guarantees are senior secured obligations of each Guarantor and rank equally with all existing and future senior Debt of such Guarantor and senior to all subordinated Debt of such Guarantor as described below. This provision may not be effective to protect the Note Guarantees from being voided under fraudulent transfer law, which may eliminate the Guarantor's obligations or reduce such obligations to an amount that effectively makes the Guarantee worthless. The Note Guarantees are secured by Liens on the Collateral described below under "—Security".

All of the Issuer's Subsidiaries are currently "Restricted Subsidiaries". Under the circumstances described below under "—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries," any of the Issuer's Subsidiaries may be designated as "Unrestricted Subsidiaries". Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture and will not guarantee the Notes. Claims of creditors of non-Guarantor Subsidiaries, including trade creditors, and claims of minority stockholders (other than the Issuer and the Guarantors) of those Subsidiaries will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Issuer and the Guarantors, including Holders of the Notes.

The Indenture provides that the Note Guarantee of a Guarantor will be automatically and unconditionally released:

Upon any release of a Guarantor from its Note Guarantee, such Guarantor will also be automatically and unconditionally released from its obligations under the Security Documents.

Each Note Guarantee is a senior secured obligation of each Guarantor. As such, each Note Guarantee ranks:

There are no mandatory sinking fund payment obligations with respect to the Notes.

The Notes and the Note Guarantees will, subject to the Intercreditor Agreement, have the benefit of the Collateral, which consists of (i) the Notes Collateral, as to which the Holders of the Notes and holders of Permitted Additional Pari Passu Obligations have a first-priority security interest (subject to Permitted Collateral Liens) and the Bank Lenders and certain other holders of Credit Facility

Obligations have a second-priority security interest, and (ii) the ABL Collateral, as to which the Bank Lenders and certain other holders of Credit Facility Obligations have a first-priority security interest and the Holders of the Notes and holders of Permitted Additional Pari Passu Obligations have a second-priority security interest (subject to Permitted Collateral Liens). See "—Intercreditor Agreement". As of the date hereof, the holders of Credit Facility Obligations are the Bank Lenders and the lenders under the term loan with MSDC (the "Term Loan Facility").

The Issuer and the Guarantors will be able to incur additional Debt in the future which could share in the Collateral. The amount of all such additional Debt will be limited by the covenants described under "—Certain Covenants—Limitation on Incurrence of Debt" and "—Limitation on Liens". Under certain circumstances the amount of such additional Debt could be significant and such additional Debt may be secured. Certain assets of the Issuer and its Subsidiaries will be excluded from the Collateral. See "—Notes Collateral" and "Risk Factors—Risks Related to the Notes". Although the Indenture contains limitations on the amount of additional Debt that the Issuer and its Restricted Subsidiaries (including the Guarantors) may incur, under certain circumstances the amount of such Debt could be substantial and such Debt may be secured. See "—Certain Covenants—Limitation on Incurrence of Debt". In 2015, the Company incurred a term loan in the aggregate principal amount of $62.5 million in accordance with the covenants and the term loan qualifies as an "Additional ABL Credit Agreement" under the Intercreditor Agreement with the same status relative to the Notes as the ABL Credit Agreement.

The Notes Collateral is pledged as collateral to the Notes Collateral Agent for the benefit of the Trustee, the Notes Collateral Agent, the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations. The Notes and Note Guarantees are secured by first-priority security interests in the Notes Collateral, subject to Permitted Collateral Liens. The Notes Collateral consists of the following assets of the Issuer and the Guarantors (collectively, the "Grantors"):

The Indenture and the Security Documents exclude certain property (together, the "Excluded Assets") from the Collateral, including:

In addition, to the extent necessary and for so long as required for a Guarantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Capital Interests and other securities of such Guarantor shall not be included in the Collateral and shall not be subject to the Liens securing such Notes, the Note Guarantees and/or any Permitted Additional Pari Passu Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act permits or is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Guarantor's

Capital Interests and other securities to secure the Notes, the Note Guarantees and the Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Commission (or any other governmental agency) of separate financial statements of such Guarantor, then the Capital Interests and other securities of such Guarantor will automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement.

The Issuer conducts substantially all of its business through the Issuer's subsidiaries, one of which currently has capital stock that the Issuer estimates has a book and market value in excess of 20% of the aggregate principal amount of the outstanding Notes, or $75.0 million. The Issuer estimates that, for purposes of Rule 3-16, the value of the capital stock of Jack Cooper Transport exceeded 20% of the principal amount of the Notes as of December 31, 2015. Accordingly, the pledge of capital stock and other securities with respect to such subsidiary will be limited in value to less than 20% of the aggregate principal amount of the Notes pursuant to the provision described above. The Issuer estimates that the aggregate percentage of its consolidated assets and revenues represented by Jack Cooper Transport as of December 31, 2015 were approximately 89% and 94%, respectively.

Subject to Permitted Collateral Liens and certain exceptions set forth in the Security Documents, only the Notes have the benefit of the first-priority security interest in the Notes Collateral. No other Debt incurred by the Grantors may share in the first-priority security interest in the Notes Collateral other than any Additional Notes and certain Debt constituting Permitted Additional Pari Passu Obligations, subject in each case to Permitted Collateral Liens.

The Grantors have granted a second-priority lien on and security interest in the Notes Collateral for the benefit of the Bank Lenders and the lender under the Term Loan Facility to secure amounts owed under the ABL Credit Agreement, which consists of the loans outstanding under the ABL Credit Agreement made by the Bank Lenders, obligations with respect to letters of credit issued under the ABL Credit Agreement, certain hedging and cash management obligations incurred with the Bank Lenders or their affiliates and any other obligations under the ABL Credit Agreement and loans and other obligations outstanding under the Term Loan Facility. Additional Debt that is incurred by the Grantors in compliance with the terms of the Indenture may also be given a Lien on and security interest in the Notes Collateral that ranks equally or junior to the Lien of the Notes on the Notes Collateral. See "—Certain Covenants—Limitation on Liens". Except as provided in the Intercreditor Agreement, holders of such junior liens will not be able to take any enforcement action with respect to the Notes Collateral so long as any Notes are outstanding.

Subject to the Intercreditor Agreement, the Notes, the Note Guarantees and any Permitted Additional Pari Passu Obligations are secured by a second-priority lien on and security interest in the ABL Collateral (subject to Permitted Liens). The ABL Collateral generally consists of all of the following assets of the Grantors, in each case, to the extent not constituting Excluded Assets:

The Grantors may grant an additional Lien on any property or asset that constitutes ABL Collateral in order to secure any obligation permitted to be incurred pursuant to the Indenture. Any such additional Lien may be a first-priority Lien that is senior to the Lien securing the Notes or may be a second-priority Lien that will rank equal with the second-priority Lien securing the Notes or a Lien that will rank junior to the second-priority Lien securing the Notes. See "—Certain Covenants—Limitation on Liens". Except as provided in the Intercreditor Agreement, holders of such junior liens will not be able to take any enforcement action with respect to the ABL Collateral so long as the ABL Credit Agreement is outstanding. Subject to certain limitations and exceptions set forth in the Intercreditor Agreement and the Security Documents, if any Issuer or Guarantor creates any additional security interest upon any property or asset to secure the ABL Credit Agreement Obligations, it must concurrently grant a security interest upon such property or asset as security for the Notes with the priorities set forth in the Intercreditor Agreement.

The Grantors must furnish to the Notes Collateral Agent, with respect to the Grantors, promptly (and in any event within 30 days thereof) notice of any change in such Person's (i) corporate or other legal name, (ii) jurisdiction of organization or formation, (iii) type of organization or (iv) Organizational Identification Number. The Grantors have agreed not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Notes Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Grantors also agreed promptly to notify the Notes Collateral Agent if any material portion of the Collateral is damaged, destroyed or condemned.

The Grantors and the Notes Collateral Agent are parties to Security Documents creating and establishing the terms of the security interests that secure the Notes, the Note Guarantees and any Permitted Additional Pari Passu Obligations. These security interests secure the payment and performance when due of all of the obligations of the Grantors under the Notes, the Indenture, the Note Guarantees, the Security Documents and any Permitted Additional Pari Passu Obligations, as provided in the Security Documents. The Grantors were required, subject to certain exceptions, to perfect the security interests in the Collateral to the extent that they can be perfected by the filing of UCC-1 financing statements, filings with the United States Patent and Trademark Office or United States Copyright Office, the delivery of any certificates representing Capital Interests of the Restricted Subsidiaries or, subject to certain exceptions in the Security Documents, the delivery of promissory

notes or other instruments in excess of $1.0 million constituting Notes Collateral. If real property with a fair market value in excess of $3.0 million is acquired by any Grantor, the Grantor will be required, within 90 days after the acquisition thereof, to execute and deliver such mortgages, deeds of trusts, security instruments, financing statements and certificates and opinions of counsel as shall be necessary to vest in the Notes Collateral Agent a perfected first-priority security interest, subject only to Permitted Collateral Liens, in such real property. The Trustee, the Notes Collateral Agent and each Holder of Notes and each other holder of, or obligee in respect of, any Obligations in respect of the Notes outstanding at such time are referred to collectively as the "Noteholder Secured Parties".

In certain jurisdictions, requirements of law restrict the perfection of second priority liens on Vehicles by restricting notation of a second lien on the certificates of title. In such states, only the Bank Collateral Agent is named on the certificates of title as a secured party. The Bank Collateral Agent will agree in the Intercreditor Agreement to hold such lien for the benefit of the Notes Collateral Agent and the Holders of the Notes and Permitted Additional Pari Passu Obligations, but it is unclear whether this mechanism will be effective to achieve perfection in Vehicles in such jurisdictions.

So long as no Event of Default shall have occurred and be continuing, and subject to certain terms and conditions, the Issuer and the Guarantors are entitled to exercise any voting and other consensual rights pertaining to all Capital Interests pledged pursuant to the Security Agreement and to remain in possession and retain exclusive control over the Collateral (other than as set forth in the Security Documents), to operate the Collateral, to alter or repair the Collateral and to collect, invest and dispose of any income thereon. Upon the occurrence and during the continuance of an Event of Default, to the extent permitted by law and following notice by the Notes Collateral Agent to the Issuer and the Guarantors, the Notes Collateral Agent may, subject to the terms of the Intercreditor Agreement, take possession of and sell the Collateral or any part thereof in accordance with the terms of the Security Documents.

In connection with the original issuance of the Original Notes, the Issuer, the Guarantors, the Notes Collateral Agent and the Bank Collateral Agent entered into the Intercreditor Agreement. Although the Holders of the Notes are not parties to the Intercreditor Agreement, by their acceptance of the Notes they agree to be bound thereby. Pursuant to the terms of the Intercreditor Agreement, the Notes Collateral Agent will determine the time and method by which the security interests in the Notes Collateral will be enforced, and the Bank Collateral Agent will determine the time and method by which the security interests in the ABL Collateral will be enforced.

The aggregate amount of the obligations secured by the ABL Collateral may be increased, subject to the limitations set forth in the Indenture, the ABL Credit Agreement and the Term Loan Facility. A portion of the obligations secured by the ABL Collateral consists or may consist of Debt that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and such obligations may, subject to the limitations set forth in the Indenture and the ABL Credit Agreement, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the subordination of the liens held by the holders or the provisions of the Intercreditor Agreement defining the relative rights of the parties thereto. The lien priorities provided for in the Intercreditor Agreement will not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the obligations secured by the ABL Collateral or the obligations secured by the Notes Collateral, by the release of any Collateral or of any guarantees securing any secured obligations or by any action that any representative or secured party may take or fail to take in respect of any Collateral.

The Intercreditor Agreement provides that none of the Noteholder Secured Parties may commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, the ABL Collateral under any Security Document, applicable law or otherwise, at any time prior to the Discharge of Credit Facility Obligations. Only the Bank Collateral Agent shall be entitled to take any such actions or exercise any such remedies prior to the Discharge of Credit Facility Obligations. Notwithstanding the foregoing, the Notes Collateral Agent may, but shall have no obligation to, take all such actions (not adverse to the priority status of the Lien of the Bank Collateral Agent on the ABL Collateral, or the rights of the Bank Collateral Agent to exercise rights, powers, and/or remedies in respect thereof) it determines to perfect or continue the perfection of the holders' second-priority security interest in the ABL Collateral and certain other protective measures. The Bank Collateral Agent will be subject to similar restrictions with respect to its ability to enforce the second-priority security interest in the Notes Collateral held by holders of Credit Facility Obligations.

The Intercreditor Agreement provides that neither the Bank Collateral Agent nor any holder of any Credit Facility Obligations secured by any ABL Collateral will have any duties or other obligations to any Noteholder Secured Party with respect to the ABL Collateral, other than to serve as bailee or agent for perfection with respect to certain ABL Collateral and to transfer (i) to the Notes Collateral Agent any proceeds of any such ABL Collateral in which the Notes Collateral Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such ABL Collateral, following the Discharge of Credit Facility Obligations, or (ii) to the Notes Collateral Agent, if the Bank Collateral Agent is in possession of all or any part of such ABL Collateral after the Discharge of Credit Facility Obligations, such ABL Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Bank Collateral Agent or any such holder of Credit Facility Obligations. In addition, the Intercreditor Agreement provides that, until the Discharge of Credit Facility Obligations, the Bank Collateral Agent will be entitled, for the benefit of the holders of the Credit Facility Obligations, to sell, transfer or otherwise dispose of or deal with such ABL Collateral without regard to any second-priority security interest therein or any rights to which any Noteholder Secured Party would otherwise be entitled as a result of such second-priority security interest. Without limiting the foregoing, the Trustee and the Notes Collateral Agent agree in the Intercreditor Agreement and each Holder of the Notes agree by its acceptance of the Notes that neither the Bank Collateral Agent nor any holder of any Credit Facility Obligations secured by any ABL Collateral will have any duty or obligation first to marshal or realize upon the ABL Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the ABL Collateral, in any manner that would maximize the return to the Noteholder Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Noteholder Secured Parties from such realization, sale, disposition or liquidation. The Intercreditor Agreement has similar provisions regarding the duties owed to the Bank Collateral Agent and the holders of any Credit Facility Obligations by the Noteholder Secured Parties with respect to the Notes Collateral.

The Intercreditor Agreement additionally provides that the Notes Collateral Agent and the Trustee will waive, and each Holder of the Notes will waive by its acceptance of the Notes, any claim that may be had against the Bank Collateral Agent or any holder of any Credit Facility Obligations arising out of (i) any actions which the Bank Collateral Agent or such holder of Credit Facility Obligations takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any

Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Credit Facility Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Credit Facility Obligations, (ii) any election by the Bank Collateral Agent or such holder of Credit Facility Obligations, in any proceeding instituted under Title 11 of the United States Code of the application of Section 1111(b) of Title 11 of the United States Code or (iii) any borrowing of, or grant of a security interest or administrative expense priority under Section 364 of Title 11 of the United States Code to, the Issuer or any of its Subsidiaries as debtor-in-possession. The Bank Collateral Agent and holders of Credit Facility Obligations will agree to waive similar claims with respect to the actions of any of the Noteholder Secured Parties.

The Trustee and the Notes Collateral Agent agreed in the Intercreditor Agreement and each Holder of the Notes will agree by its acceptance of the Notes that:

The Bank Collateral Agent and the holders of Credit Facility Obligations agreed to similar limitations with respect to their rights in the Notes Collateral and their ability to bring a suit against the Notes Collateral Agent or the Holders of the Notes.

The Trustee and the Notes Collateral Agent agreed in the Intercreditor Agreement and each Holder of the Notes will agree by its acceptance of the Notes that if it obtains possession of the ABL Collateral or realizes any proceeds or payment in respect of the ABL Collateral, pursuant to any Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, at any time prior to the Discharge of Credit Facility Obligations, then it will hold such ABL Collateral, proceeds or payment in trust for the Bank Collateral Agent and the holders of any Credit Facility Obligations secured by such ABL Collateral and transfer such ABL Collateral, proceeds or payment, as the case may be, to the Bank Collateral Agent reasonably promptly after obtaining actual knowledge or notice from the Bank Collateral Agent that it has possession of such proceeds or payment. The Trustee, the Notes Collateral Agent and each Holder of the Notes further agree that if, at any time, all or part of any payment with respect to any Credit Facility Obligations secured by any ABL Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Bank Collateral Agent any payment received by it in respect of any such ABL Collateral and shall promptly turn any such ABL Collateral then held by it over to the Bank Collateral Agent, and the provisions set forth in the Intercreditor Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Credit Facility Obligations. Notwithstanding the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received and that have not been paid over to holders. The Bank Collateral Agent and the holders of Credit Facility Obligations are subject to similar limitations with respect to the Notes Collateral and any proceeds or payments in respect of any Notes Collateral. Any proceeds of Collateral, received prior to an issuance of any notice that an event of default has occurred under the ABL Credit Agreement or the Indenture (unless a bankruptcy or insolvency event of default then exists), whether or not deposited under control agreements, which are used by any Issuer or any Guarantor to acquire other property which is Collateral shall not (solely as between the Bank Lenders and the Noteholder Secured Parties) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Entry upon Premises by Bank Collateral Agent and Holders of Credit Facility Obligations

The Intercreditor Agreement provides that if the Bank Collateral Agent takes any enforcement action with respect to the ABL Collateral, the Noteholder Secured Parties, among other things, (i) will cooperate with the Bank Collateral Agent in its efforts to enforce its security interest in the ABL Collateral and assemble the ABL Collateral, (ii) will not hinder or restrict in any respect the Bank Collateral Agent from enforcing its security interest in the ABL Collateral or from assembling the ABL Collateral, and (iii) will, subject to the rights of any landlords under real estate leases, permit the Bank Collateral Agent, its employees, agents, advisers and representatives, at the sole cost and expense of the Bank Collateral Agent and the holders of Credit Facility Obligations, to enter upon and use the Notes Collateral (including (x) equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and (y) intellectual property), for a period not to exceed 180 days after the taking of such enforcement action, for purposes of (A) assembling and storing the ABL Collateral, (B) selling any or all of the ABL Collateral located on such Notes Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (C) removing any or all of the ABL Collateral located on such Notes Collateral, or (D) taking reasonable actions to protect, secure, and otherwise enforce the rights of the Bank Collateral Agent and the holders of Credit Facility Obligations in and to the ABL Collateral; provided, however, that nothing contained in the Intercreditor Agreement will restrict the rights of the Trustee or the Notes Collateral Agent from selling, assigning or otherwise transferring any Notes Collateral prior to the

expiration of such 180-day period if the purchaser, assignee or transferee thereof agrees to be bound by the provisions of the Intercreditor Agreement. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Collateral has been entered by a court of competent jurisdiction, such 180-day period shall be tolled during the pendency of any such stay or other order and such 180-day period shall be so extended and upon lifting of the automatic stay, if there are fewer than 180 days pending in such 180-day period, then such 180-day period shall be extended so that the Bank Collateral Agent has 180 days upon lifting of the automatic stay. If the Bank Collateral Agent conducts a public auction or private sale of the ABL Collateral at any of the real property included within the Notes Collateral, the Bank Collateral Agent shall provide the Notes Collateral Agent with reasonable notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt the Notes Collateral Agent's use of such real property.

During the period of actual occupation, use or control by the Bank Collateral Agent or the holders of Credit Facility Obligations or their agents or representatives of any Notes Collateral, the Bank Collateral Agent and the holders of Credit Facility Obligations will (i) be responsible for the ordinary course third-party expenses related thereto, including costs with respect to heat, light, electricity and water with respect to that portion of any premises so used or occupied, (ii) be obligated to repair at their expense any physical damage to such Notes Collateral or other assets or property resulting from such occupancy, use or control, and to leave such Notes Collateral or other assets or property in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted and (iii) be obligated to indemnify and hold harmless the Notes Collateral Agent and the Noteholder Secured Parties from and against any loss, liability, claim, damage or expense arising out of any claim asserted by any third party to the extent resulting from any acts or omissions by the Bank Collateral Agent, or any of its agents or representatives, in connection with the exercise of the rights of access and use of Notes Collateral. In the event, and only in the event, that in connection with its use of some or all of the premises constituting Notes Collateral, the Bank Collateral Agent requires the services of any employees of the Issuer or any of its Subsidiaries, the Bank Collateral Agent shall pay directly to any such employees the appropriate, allocated wages of such employees, if any, during the time periods that the Bank Collateral Agent requires their services. Notwithstanding the foregoing, in no event shall the Bank Collateral Agent or the holders of Credit Facility Obligations have any liability to the Noteholder Secured Parties pursuant to the Intercreditor Agreement as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Notes Collateral existing prior to the date of the exercise by the Bank Collateral Agent or the holders of Credit Facility Obligations of their rights under the Intercreditor Agreement and the Bank Collateral Agent and the holders of Credit Facility Obligations will not have any duty or liability to maintain the Notes Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by them, or for any diminution in the value of the Notes Collateral that results solely from ordinary wear and tear resulting from the use of the Notes Collateral by such persons in the manner and for the time periods specified under the Intercreditor Agreement. Without limiting the rights granted in the Intercreditor Agreement, the Bank Collateral Agent and the holders of Credit Facility Obligations will cooperate with the Noteholder Secured Parties in connection with any efforts made by the Noteholder Secured Parties to sell the Notes Collateral.

If the Issuer or any of its Subsidiaries becomes subject to a case under the U.S. Bankruptcy Code and as debtor(s)-in-possession, moves for approval of financing ("DIP Financing") to be provided by one or more lenders (the "DIP Lenders") under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral with the consent of the DIP Lenders under Section 363 of the U.S. Bankruptcy Code, the Trustee and the Notes Collateral Agent have agreed in the Intercreditor Agreement and each Holder will agree by its acceptance of the Notes that it will raise no objection to any such financing or to the Liens on the ABL Collateral securing the same (the "DIP Financing Liens") or to any use of

cash collateral that constitutes ABL Collateral (and, to the extent that such DIP Financing Liens are senior to, or rank equal with, the Liens of such Credit Facility Obligations in such ABL Collateral, the Trustee and the Notes Collateral Agent will, for themselves and on behalf of the Holders of the Notes, subordinate the liens of the Noteholder Secured Parties in such ABL Collateral to the liens of the Credit Facility Obligations in such ABL Collateral and the DIP Financing Liens), so long as the Noteholder Secured Parties retain liens on all the Notes Collateral, including proceeds thereof arising after the commencement of such proceeding, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code. The Bank Collateral Agent and the holders of Credit Facility Obligations have agreed to similar provisions with respect to any DIP Financing secured by Liens on the Notes Collateral.

No Noteholder Secured Party may (x) seek relief from the automatic stay with respect to any ABL Collateral, (y) object to any sale of any ABL Collateral or any motion seeking relief from the automatic stay in any insolvency or liquidation proceeding, in each case which has been supported by the holders of ABL Credit Agreement Obligations or (z) object to any claim of any holder of ABL Credit Agreement Obligations to post-petition interest to the extent of its Lien on the ABL Collateral. No holder of any ABL Credit Agreement Obligation may (x) seek relief from the automatic stay with respect to any Notes Collateral, (y) object to any sale of any Notes Collateral or any motion seeking relief from the automatic stay with respect to the Notes Collateral in any insolvency or liquidation proceeding, in each case, which is supported by the Noteholder Secured Parties or (z) object to any claim of any Noteholder Secured Party to post-petition interest to the extent of its Lien on the Notes Collateral.

The Intercreditor Agreement provides that, unless and until written notice by the Bank Collateral Agent to the Trustee that the Discharge of Credit Facility Obligations has occurred, as between the Bank Collateral Agent, on the one hand, and the Trustee and Notes Collateral Agent, as the case may be, on the other hand, only the Bank Collateral Agent will have the right (subject to the rights of the Grantors under the ABL Credit Agreement, the security documents related to the ABL Credit Agreement, the Indenture and the Security Documents) to adjust or settle any insurance policy or claim covering or constituting ABL Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the ABL Collateral. The Intercreditor Agreement provides that, unless and until written notice by the Trustee to the Bank Collateral Agent that the obligations under the Indenture and the Notes and any Permitted Additional Pari Passu Obligations have been paid in full, as between the Bank Collateral Agent, on the one hand, and the Trustee and the Notes Collateral Agent, as the case may be, on the other hand, only the Notes Collateral Agent have the right (subject to the rights of the Grantors under the ABL Credit Agreement, the security documents related to the ABL Credit Agreement, the Indenture and the Security Documents) to adjust or settle any insurance policy covering or constituting Notes Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding solely affecting the Notes Collateral. To the extent that an insured loss covers or constitutes both ABL Collateral and Notes Collateral, then (subject to the rights of the Grantors under the ABL Credit Agreement, the security documents related to the ABL Credit Agreement, the Indenture and the Security Documents) the proceeds of such insured loss shall be distributed: (i) first to the Bank Collateral Agent in an amount equal to the book value as assessed on the date of such insured loss of any inventory and any accounts; (ii) second to the Bank Collateral Agent and Notes Collateral Agent based upon the fair market value of such other ABL Collateral and Notes Collateral, as determined by the Issuer in its reasonable judgment or, if the aggregate amount of such other ABL Collateral and Notes Collateral sold is greater than $10.0 million, an independent appraiser. If the Notes Collateral Agent receives any proceeds of any insurance policy in contravention of the Intercreditor Agreement, it

shall hold such proceeds in trust and pay over such proceeds to the Bank Collateral Agent. The Bank Collateral Agent will agree to similar turnover provisions.

The obligations under the ABL Credit Agreement and the obligations under the Indenture and the Notes may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under the ABL Credit Agreement or any security document related thereto and the Indenture and the Security Documents) of the Bank Collateral Agent or any holder of Credit Facility Obligations or any Noteholder Secured Party, all without affecting the Lien priorities provided for in the Intercreditor Agreement; provided, however, that the holders of any such refinancing or replacement Debt (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of the Intercreditor Agreement pursuant to such documents or agreements (including amendments or supplements to the Intercreditor Agreement) as the Bank Collateral Agent or the Notes Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Bank Collateral Agent or the Notes Collateral Agent, as the case may be.

In connection with any refinancing or replacement contemplated by the foregoing paragraph or incurrence of any Permitted Additional Pari Passu Obligations, the Intercreditor Agreement may be amended at the request and sole expense of the Issuer, and without the consent of either the Bank Collateral Agent or the Notes Collateral Agent, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement Debt or Permitted Additional Pari Passu Obligations, (b) to establish that Liens on any Notes Collateral securing such refinancing or replacement Debt or Permitted Additional Pari Passu Obligations shall have the same priority as the Liens on any Notes Collateral securing the Debt being refinanced or replaced and (c) to establish that the Liens on any ABL Collateral securing such refinancing or replacement Debt or Permitted Additional Pari Passu Obligations shall have the same priority as the Liens on any ABL Collateral securing the Debt being refinanced or replaced or the Notes, all on the terms provided for herein immediately prior to such refinancing or replacement or incurrence of any Permitted Additional Pari Passu Obligations.

After the Discharge of Credit Facility Obligations, the Trustee, in accordance with the terms of the Intercreditor Agreement, the Indenture and the Security Documents, will distribute all cash proceeds (after payment of the costs of enforcement and collateral administration, including any amounts owed to the Trustee (and its counsel) in its capacity as Trustee or Notes Collateral Agent) of the ABL Collateral received by it under the Security Documents for the benefit of the Holders of the Notes pursuant to the Indenture and any remaining Permitted Additional Pari Passu Obligations pursuant to the Security Documents.

Subject to the terms of the Security Documents and the security documents related to the ABL Credit Agreement, the Issuer and the Guarantors will have the right prior to the occurrence of an Event of Default (x) to remain in possession and retain exclusive control of the Collateral to freely operate the Collateral and (y) to collect, invest and dispose of any income therefrom in accordance with the Indenture and the ABL Credit Agreement. See "Risk Factors—Risks Related to the Notes".

In the event that ABL Collateral and Notes Collateral are disposed of in a single transaction or series of related transactions in connection with the taking of an enforcement action and in which the aggregate sales price is not allocated between ABL Collateral and Notes Collateral being sold

(including in connection with or as a result of the sale of the Capital Interests of a Guarantor), then solely for purposes of the Intercreditor Agreement, the proceeds of such disposition shall be distributed: (i) first to the Bank Collateral Agent in an amount equal to the book value as assessed on the date of such disposition of any inventory and any accounts; (ii) second to the Bank Collateral Agent and Notes Collateral Agent based upon the fair market value of such other ABL Collateral and Notes Collateral sold, as determined by the Issuer, as the case may be, in its reasonable judgment or, if the aggregate amount of such other ABL Collateral and Notes Collateral sold is greater than $10.0 million, an independent appraiser.

Exercise of Remedies in Respect of Collateral and Application of Proceeds under Security Documents

Upon the occurrence and during the continuance of an Event of Default or an event of default under any Permitted Additional Pari Passu Obligations, the Notes Collateral Agent will be permitted, subject to applicable law and the terms of the Security Documents, including the Intercreditor Agreement, to exercise remedies and sell the Collateral under the Security Documents only at the direction of the holders of a majority in the principal amount of the outstanding Notes and any outstanding Permitted Additional Pari Passu Obligations voting as a single class.

Notwithstanding the foregoing, if the Notes Collateral Agent has asked the holders of the Notes and Permitted Additional Pari Passu Obligations for instruction and the applicable holders have not yet responded to such request, the Notes Collateral Agent will be authorized to take, but will not be required to take, and will in no event have any liability for taking, any delay in taking or the failure to take, such actions with regard to any Event of Default which the Notes Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the holders of the Notes and Permitted Additional Pari Passu Obligations and to preserve the value of the Collateral; provided that once instructions from the applicable holders of the Notes and Permitted Additional Pari Passu Obligations have been received by the Notes Collateral Agent, the actions of the Notes Collateral Agent will be governed thereby.

In the event of any determination by a court of competent jurisdiction with respect to any series of Permitted Additional Pari Passu Obligations that (i) such series of Permitted Additional Pari Passu Obligations is unenforceable under applicable law or are subordinated to any other obligations (other than the Notes or another series of Permitted Additional Pari Passu Obligations), (ii) such series of Permitted Additional Pari Passu Obligations does not have an enforceable security interest in any of the Collateral and/or (iii) any intervening security interest exists securing any other obligations (other than the Notes or other series of Permitted Additional Pari Passu Obligations) on a basis ranking prior to the security interest of such series of Permitted Additional Pari Passu Obligations but junior to the security interest of the Notes or other series of Permitted Additional Pari Passu Obligations (any such condition referred to in the foregoing clauses (i), (ii) or (iii) with respect to any series of Permitted Additional Pari Passu Obligations, an "Impairment" of such series of Permitted Additional Pari Passu Obligations), the results of such Impairment shall be borne solely by the holders of such series of Permitted Additional Pari Passu Obligations, and the rights of the holders of such series of Permitted Additional Pari Passu Obligations (including, without limitation, the right to receive distributions in respect of such series of Permitted Additional Pari Passu Obligations) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of such series of Permitted Additional Pari Passu Obligations subject to such Impairment. Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a holder of the Notes or a series of Permitted Additional Pari Passu Obligations) has a lien or security interest that is junior in priority to the security interest of the holders of the Notes or any series of Permitted Additional Pari Passu Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of the holder of any other series of Permitted Additional Pari Passu Obligations (such third party, an "Intervening Creditor"), the value of any Collateral or proceeds which

are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or proceeds to be distributed in respect of the series of Permitted Additional Pari Passu Obligations with respect to which such Impairment exists.

The Issuer and the Guarantors will be entitled to (x) the release of property and other assets included in the Collateral from the Liens securing the Notes under any one or more of the following circumstances:

(y) the subordination of any Lien on any asset granted to or held by the Notes Collateral Agent under any Security Document to the holder of any Lien on such asset that is permitted by clause (l) of the definition of Permitted Lien.

The second-priority Lien on the ABL Collateral securing the Notes will terminate and be released automatically if the first-priority Liens on the ABL Collateral are released by the Bank Collateral Agent, other than during the occurrence and continuation of an Event of Default or in connection with a Discharge of Credit Facility Obligations. Notwithstanding the existence of an Event of Default, the second-priority Lien on the ABL Collateral securing the Notes shall also terminate and be released automatically to the extent the first-priority Liens on the ABL Collateral are released by the Bank Collateral Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under the Indenture or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the Bank Collateral Agent or a going out of business sale or similar sale consented to by the Bank Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the Credit Facility Obligations). The Liens on the Collateral securing the Notes, that otherwise would have been released pursuant to the first sentence of this paragraph but for the occurrence and continuation of an Event of Default, will be released when such Event of Default and all other Events of Default under the Indenture cease to exist.

The Liens on all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations under the Indenture, the Note Guarantees under the Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid or (ii) legal defeasance or covenant defeasance under the Indenture or a discharge of the Indenture as described under "—Satisfaction and Discharge of the Indenture; Defeasance".

In addition, to the extent necessary and for so long as required for such Guarantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Capital Interests and other securities of any Guarantor shall not be included in the Collateral with respect to the Notes (and/or any Permitted Additional Pari Passu Obligations outstanding) so affected and shall not be subject to the Liens securing such Notes and/or any Permitted Additional Pari Passu Obligations. In determining whether any such release is permitted, the Notes Collateral Agent may rely upon a certificate of the Issuer that the Collateral is permitted to be released under the Indenture.

Notwithstanding anything to the contrary herein, the Issuer and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including "no action" letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral and the Issuer shall deliver an officer's certificate and legal opinion confirming this to the Trustee and Collateral Agent. Without limiting the generality of the foregoing, certain no-action letters issued by the Commission have permitted an indenture qualified under the TIA to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the Issuer's business without requiring the Issuer to provide certificates and other documents under Section 314(d) of the TIA.

If any Collateral is released in accordance with any of the Security Documents (other than as permitted by the Indenture) and if the Issuer or the applicable Guarantor has delivered the certificates and documents required by the Security Documents, the Trustee will determine whether it has received all documentation required by Section 314(d) of the TIA (to the extent applicable) in connection with such release.

Subject to the limitations described above under "—Notes Collateral" and "—Security Documents", the Security Documents and the Indenture provide that the Issuer and the Guarantors will, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, financing statements, documents and instruments, and do or cause to be done such further acts as may be necessary or proper to evidence, perfect and maintain the Lien in the Collateral granted to the Collateral Agent and the priority thereof, in each case, in accordance with the requirements of the Security Documents, and to otherwise effectuate the provisions or purposes of the Indenture and the Security Documents.

The Issuer and Guarantors are required to make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are required by the Security Documents to maintain (at the sole cost and expense of the Issuer and the Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest, subject only to Permitted Collateral Liens.

The Indenture provides that the Issuer will comply with the provisions of the TIA to the extent applicable. The Issuer will provide for delivery of certain customary Officers' Certificates and opinions of counsel, including annual compliance certificates, in form and substance reasonably satisfactory to the Trustee.

The Notes may be redeemed, in whole or in part, at any time prior to June 1, 2016, at the option of the Issuer upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

In addition, the Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after June 1, 2016, upon not less than 30 nor more than 60 days' notice at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date), if redeemed during the 12-month period beginning on June 1 of the years indicated:

In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to June 1, 2016, the Issuer may with the net proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a redemption price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer or its Subsidiaries) and that any such redemption occurs within 180 days following the closing of any such Equity Offering.

Any redemption and notice of redemption may, at the Issuer's discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering). If redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuer's discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed.

If less than all of the Notes are to be redeemed, the Trustee will select the Notes or portions thereof to be redeemed by lot, pro rata or by any other method the Trustee shall deem appropriate (subject to The Depository Trust Company's procedures as applicable).

No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be delivered (to the extent permitted by applicable procedures or regulations, delivered electronically) at least 30 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

The Issuer and any Subsidiaries may at any time, and from time to time, purchase Notes in the open market or otherwise, including by tender offer, exchange offer or through negotiated transactions, subject to compliance with applicable securities laws upon such terms and at such prices as the Issuer may determine, which may be more or less than the consideration for which the Notes offered hereby are being sold and may be less than the redemption price then in effect and could be for cash or other consideration.

The Issuer may provide in any notice delivered in connection with any such redemption that payment of the redemption price and performance of the Issuer's obligations may be performed by another Person; provided that the Issuer shall not be relieved of its obligations thereby.

Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Issuer to repurchase all or any part of the outstanding Notes at a purchase price (the "Purchase Price") in cash equal to 101% of the principal amount tendered, together with accrued and unpaid interest, if any, to, but not including, the Purchase Date pursuant to an Offer to Purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such offer to Purchase.

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase upon a Change of Control and the Issuer, or any third party making the Offer to Purchase in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days' prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

The phrase "all or substantially all," as used in the definition of "Change of Control," has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. As a consequence, in the event the Holders of the Notes elected to exercise their rights under the Indenture and the Issuer elects to contest such election, there could be no assurance how a court interpreting New York law would interpret such phrase. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuer to make an Offer to Purchase the Notes as described above. In addition, under a recent Delaware Chancery Court interpretation of a change of control repurchase requirement with a continuing director provision, a board of directors may approve a slate of shareholder nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing interpretation would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a "Change of Control" that would trigger a Holder's right to require the Issuer to make an Offer to Purchase the Notes as described above.

The provisions of the Indenture may not afford Holders protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction affecting the Issuer that may adversely affect Holders, if such transaction is not the type of transaction included within the definition of Change of Control. A transaction involving the management of the Issuer or its Affiliates, or a transaction involving a recapitalization of the Issuer, will result in a Change of Control only if it is the type of transaction specified in such definition. The definition of Change of Control may be amended or modified with the written consent of a majority in aggregate principal amount of outstanding Notes. See "—Amendment, Supplement and Waiver".

The Issuer will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with any Offer to Purchase as described above. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuer will comply with the applicable securities

laws and regulations and will be deemed to have complied with its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

The Issuer will not be required to make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of the Indenture and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to the Indenture as described above under "—Optional Redemption".

In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Offer to Purchase.

The Issuer's ability to pay cash to the Holders of Notes upon a Change of Control may be limited by the Issuer's then existing financial resources. Further, the agreements governing the Issuer's other Debt contain, and future agreements of the Issuer may contain, prohibitions of certain events, including events that would constitute a Change of Control. If the exercise by the Holders of Notes of their right to require the Issuer to repurchase the Notes upon a Change of Control occurred at the same time as a change of control event under one or more of either of the Issuer's other Debt agreements, the Issuer's ability to pay cash to the Holders of Notes upon a repurchase may be further limited by the Issuer's then existing financial resources. See "Risk Factors—Risks Related to the Notes".

Even if sufficient funds were otherwise available, the terms of the ABL Credit Agreement (and other Debt) may prohibit the Issuer's prepayment of Notes before their scheduled maturity. Consequently, if the Issuer is not able to prepay the ABL Credit Agreement or other Debt containing such restrictions or obtain requisite consents, the Issuer may be unable to fulfill its repurchase obligations, resulting in a default under the Indenture.

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Issuer and any of the Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would be greater than 2.0:1.0 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

Notwithstanding the first paragraph above, the Issuer and the Restricted Subsidiaries may Incur "Permitted Debt" as follows:

For purposes of determining compliance with this covenant, (x) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and the first paragraph of this covenant, the Issuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt and such Debt need not be permitted solely by reference to one provision of this covenant but may be permitted in part by one such provision and in part by one or more other provisions of this covenant.

The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this covenant.

Notwithstanding anything to the contrary herein, the maximum amount of Debt that may be outstanding pursuant to this "Limitation on Incurrence of Debt" covenant will not be deemed exceeded due to the results of fluctuations in exchange rates or currency values. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred.

None of the Issuer and Guarantors will Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to at least the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of the proposed Restricted Payment:

Notwithstanding the foregoing provisions, the Issuer and the Restricted Subsidiaries may take the following actions; provided that, in the cases of clauses (iv) and (x) below, no Default or Event of Default has occurred and is continuing unless, in the case of clause (iv), the Issuer or any Restricted Subsidiary is contractually required to make a payment as described in such clause (iv):

For purposes of the covenant described above, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of "Permitted Investments," the Issuer may classify such Investment or Restricted Payment in any manner that complies with this covenant and may later reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with the Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this covenant, or clause (x) above, in each case to the extent such Investments would otherwise be so counted.

If the Issuer or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise disposes of an Investment in accordance with the covenant described under "—Limitation on Asset Sales," which investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph under this covenant, the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or (ii) the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph under this covenant.

For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

The Issuer will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to, enter into, create, incur, assume or suffer to exist any Liens of any kind on or with respect to the Collateral except Permitted Collateral Liens. Subject to the immediately preceding sentence, the Issuer will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind, other than Permitted Liens, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom other than the Collateral without securing the Notes and all other amounts due under the Indenture and the Security Documents (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by such Lien.

For purposes of determining compliance with this covenant, (A) a Lien securing an item of Debt need not be permitted solely by reference to the above paragraph or to one category (or portion thereof) of Permitted Liens described in the definition of "Permitted Liens" but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Debt (or any

portion thereof) meets the criteria of the above paragraph or one or more of the categories (or portions thereof) of Permitted Liens described in the definition of "Permitted Liens," the Issuer shall, in its sole discretion, divide, classify or reclassify, or later divide, classify, or reclassify, such Lien securing such item of Debt (or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification or reclassification) with this covenant.

With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt. The "Increased Amount" of any Debt shall mean any increase in the amount of such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt with the same terms or in the form of common equity of the Issuer or any direct or indirect payment of the Issuer, the payment of dividends on preferred stock in the form of additional shares of preferred stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to the Indenture, law, rules or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests owned by any of the Issuer or Restricted Subsidiaries or pay any Debt or other obligation owed to any of the Issuer or Restricted Subsidiaries, (ii) make loans or advances to any of the Issuer or Restricted Subsidiaries thereof or (iii) transfer any of its property or assets to the Issuer or any Restricted Subsidiaries.

However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of:

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of any Notes Collateral, unless:

Within 365 days after the Issuer's or a Restricted Subsidiary's receipt of the Net Cash Proceeds of any Asset Sale covered by this clause (a), the Issuer or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale:

provided that in the case of clause (ii) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or a

Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

Any Net Cash Proceeds from the Asset Sales covered by this clause (a) that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute "Excess Proceeds". Within 15 business days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an Asset Sale Offer to all holders of the Notes and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations, to purchase the maximum principal amount of Notes and such Permitted Additional Pari Passu Obligations that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Permitted Additional Pari Passu Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. After the Issuer or any Restricted Subsidiary has applied the Net Cash Proceeds from any Asset Sale of any Notes Collateral as provided in, and within the time periods required by, this paragraph (a), the balance of such Net Cash Proceeds, if any, from such Asset Sale of Notes Collateral shall be released by the Notes Collateral Agent to the Issuer or such Restricted Subsidiary for use by the Issuer or such Restricted Subsidiary for any purpose not prohibited by the terms of the Indenture.

(b) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of any assets that do not constitute Notes Collateral, unless:

Within 365 days after the Issuer's or Restricted Subsidiary's receipt of the Net Cash Proceeds from any such Asset Sale covered by this clause (b), the Issuer or such Restricted Subsidiary may at its option do any one or more of the following:

provided that in the case of clause (ii) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

Any Net Cash Proceeds from an Asset Sale of any assets that do not constitute Notes Collateral that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute "Excess ABL Proceeds". Within 15 business days after the aggregate amount of Excess ABL Proceeds exceeds $10.0 million, the Issuer shall make an offer to all holders of the Notes, and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations (an "ABL Asset Sale Offer"), to purchase the maximum principal amount of Notes and such Permitted Additional Pari Passu Obligations that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess ABL Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to an ABL Asset Sale Offer is less than the Excess ABL Proceeds, the Issuer may use any remaining Excess ABL Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess ABL Proceeds, the Issuer shall select the Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Permitted Additional Pari Passu Obligations tendered. Upon completion of any such ABL Asset Sale Offer, the amount of Excess ABL Proceeds shall be reset at zero.

Pending the final application of any Net Cash Proceeds pursuant to clauses (a) and (b) of this covenant, the Issuer or the applicable Restricted Subsidiary may apply such Net Cash Proceeds temporarily to reduce Debt outstanding under a revolving credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by the Indenture.

(c) For the purposes of this covenant, any sale by the Issuer or a Restricted Subsidiary of the Capital Interests of the Issuer or a Restricted Subsidiary that owns assets constituting Notes Collateral

or ABL Collateral shall be deemed to be a sale of such Notes Collateral or ABL Collateral (or, in the event of a Restricted Subsidiary that owns assets that include any combination of Notes Collateral and ABL Collateral, a separate sale of each of such Notes Collateral and ABL Collateral). In the event of any such sale (or a sale of assets that includes any combination of Notes Collateral and ABL Collateral), the proceeds received by the Issuer and the Restricted Subsidiaries in respect of such sale shall be allocated to the Notes Collateral and ABL Collateral in accordance with their respective fair market values, which shall be determined by the Board of Directors of the Issuer or, at the Issuer's election, an independent third party. In addition, for purposes of this covenant, any sale by the Issuer or any Restricted Subsidiary of the Capital Interests of any Person that owns only ABL Collateral will not be subject to paragraph (a) above, but rather will be subject to paragraph (b) above.

(d) For purposes of this covenant, the following are deemed to be cash or Eligible Cash Equivalents:

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an "Affiliate Transaction"), unless:

Whether or not required by the Commission, so long as any Notes are outstanding, the Issuer will furnish without cost to the Trustee and the Holders of Notes, or file electronically with the Commission through the Commission's Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within 15 days after the time periods specified in the Commission's rules and regulations:

in each case, prepared in a manner that complies in all material respects with the requirements specified in such form.

In addition, the Issuer and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The Issuer shall maintain a website to which Holders of Notes and prospective Holders of Notes (limited to prospective investors who are "qualified institutional buyers" within the meaning of Rule 144A of the Securities Act or are non-U.S. Persons as defined in Regulation S under the Securities Act, in each case that certify their status to the reasonable satisfaction of the Issuer) and securities analysts and market makers are given access and to which all of the reports and notices required by this "Provision of Financial Information" covenant are posted or shall file such information with the Securities and Exchange Commission.

So long as any Notes are outstanding, the Issuer will also, within 15 business days after furnishing the Trustee with the annual and quarterly information required pursuant to clause (1) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period. The website referenced in the preceding paragraph will permit subscription for electronic notices. Through such subscription function, the Issuer will issue or cause to be issued electronic notice to subscribers at least two business days prior to the date of the conference call required to be held pursuant to this paragraph, with such notice to include the time and date set for the conference call and any information necessary to access the call.

If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent such Unrestricted Subsidiaries constitute in the aggregate in excess of either 5% of the Issuer's Consolidated Net Tangible Assets or 5% of the Issuer's consolidated revenues, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

After the Issue Date, the Issuer will cause each of the Wholly-Owned Restricted Subsidiaries (other than (x) any Foreign Subsidiary and (y) any Restricted Subsidiary that is prohibited by law from guaranteeing the Notes or that would experience adverse regulatory consequences as a result of providing a guarantee of the Notes (so long as, in the case of this clause (y), such Restricted Subsidiary has not provided a guarantee of any other Debt of the Issuer or any of the Guarantors)) to guarantee the Notes and the Issuer's other obligations under the Indenture within thirty (30) days of becoming a Restricted Subsidiary.

Each Note Guarantee by a Guarantor will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See "Risk Factors—Risks Related to the Notes—A court could deem the issuance of the notes or the guarantees to be a fraudulent conveyance and void all or a portion of the obligations represented by the notes or the guarantees". The Obligations under the Notes, the Note Guarantees and the Indenture and any Permitted Additional Pari Passu Obligations of any Person that is or becomes a Guarantor after the Issue Date will be secured equally and ratably by a Lien in the Collateral granted to the Collateral Agent for the benefit of the Holders of the Notes and the holders of Permitted Additional Pari Passu Obligations. Such Guarantor will within thirty (30) days of becoming such Restricted Subsidiary enter into a joinder agreement to the applicable Security Documents or new Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable in the opinion of the Issuer, as set forth in an Officers' Certificate accompanied by an opinion of counsel to the Issuer, to cause the Liens created by the Security Documents to be duly perfected to the extent required by such documents in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the Issuer and the

Guarantors. The Issuer shall also deliver an opinion of counsel satisfactory to the Trustee. The Note Guarantees will be released as set forth under "—Guarantees".

The Issuer may designate any Subsidiary of the Issuer to be an "Unrestricted Subsidiary" as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under the Indenture (a "Designation") only if:

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under the covenant described under "—Limitation on Incurrence of Debt," or the Lien is not permitted under the covenant described under "—Limitation on Liens," the Issuer shall be in default of the applicable covenant.

An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred under the covenant described under "—Certain Covenants—Limitation on Incurrence of Debt" and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to the covenant described under "—Limitation on Liens".

All Designations must be evidenced by an Officers' Certificate delivered to the Trustee certifying compliance with the foregoing provisions.

The Issuer will not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Issuer in which the Issuer is the continuing Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all

of the assets of the Issuer and its Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

The preceding clause (iii) will not prohibit a merger between the Issuer and an Affiliate incorporated solely for the purpose of converting the Issuer into a corporation organized under the laws of the United States or any political subdivision or state thereof; so long as, the amount of Debt of the Issuer and the Restricted Subsidiaries is not increased thereby, except for Debt incurred in the ordinary course of business to pay fees, expenses and other costs associated with such transaction.

No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving Entity), another Person other than the Issuer or a Guarantor, unless:

For all purposes of the Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Issuer and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or Guarantors, as applicable, under the Indenture with the same effect as if such Surviving Entity had been named as the Issuer or Guarantors therein, as applicable; and when a Surviving Entity duly assumes all of the obligations and covenants of the Issuer or Guarantors, as applicable, pursuant to the Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve "all or substantially all" of the property or assets of a Person.

The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Issuer) occurs and is continuing, then and in every such case the Trustee or the Holders of not

less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (8) above occurs with respect to the Issuer, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For further information as to waiver of defaults, see "—Amendment, Supplement and Waiver". The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so.

No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

The Issuer will be required to furnish to the Trustee annually a statement as to the performance of certain obligations under the Indenture and as to any default in such performance. The Issuer also is required to notify the Trustee if it becomes aware of the occurrence of any Default or Event of Default.

Without the consent of any Holders, the Issuer, the Guarantors, the Trustee and the Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, the Guarantees and the Security Documents for any of the following purposes:

With the consent of (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the Holders of the Notes under the Indenture, including the definitions therein and (ii) the holders of not less than a majority in aggregate principal amount of the outstanding Notes and the Permitted Additional Pari Passu Obligations, voting as one class, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or otherwise modify in any manner the Security Documents or the obligations thereunder, including, without limitation, as to property that constitutes less than all or substantially all of the Collateral, release the Lien on such collateral; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Note affected thereby:

In addition, any amendment to, or waiver of, the provisions of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes other than in accordance with the Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of the Holders of at least 66²/3% in aggregate principal amount of the Notes (including, for the avoidance of doubt, Additional Notes) then outstanding, voting as one class.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

The Issuer and the Guarantors may terminate the obligations under the Indenture and the Security Documents (a "Discharge") when:

The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes ("legal defeasance"). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

In addition, the Issuer and the Guarantors may elect, at their option, to have their obligations released with respect to the Guarantees and the Security Documents and certain covenants, including, without limitation, the obligation to make Offers to Purchase in connection with Asset Sales and any Change of Control, in the Indenture ("covenant defeasance") and any omission to comply with such obligation shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including nonpayment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either legal defeasance or covenant defeasance with respect to outstanding Notes:

In connection with a Discharge, in the event the Issuer becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Issuer, disbursement of such monies may be subject to the automatic stay of the bankruptcy code and monies disbursed to Holders may be subject to disgorgement in favor of the Issuer's estate. Similar results may apply upon the insolvency of the Issuer during the applicable preference period following the deposit of monies in connection with legal defeasance.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

U.S. Bank National Association, the Trustee under the Indenture, will be the initial paying agent and registrar for the Notes and the Notes Collateral Agent under the Security Documents. Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise.

The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. Subject to such provisions, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to the Indenture, unless such Holders shall have provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Indenture provides that neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession), for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Lien in the Collateral.

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Issuer or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Notes, any Note Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

The Indenture, the Notes, the Intercreditor Agreement and the Security Agreement are governed by, and will be construed in accordance with, the laws of the State of New York.

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any capitalized term used herein for which no definition is provided.

"ABL Collateral" means the portion of the Collateral as to which the Notes and the Note Guarantees have a second-priority security interest subject to certain Permitted Collateral Liens as described under "Security—ABL Collateral".

"ABL Credit Agreement" means that certain Credit Agreement, dated November 29, 2010, and as amended and restated by that certain Amended and Restated Credit Agreement to be dated on or about the Issue Date, by and among the Issuer and certain of its Subsidiaries, as Borrowers, Wells Fargo Capital Finance, LLC, as the Agent, and the lenders signatory thereto, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Debt thereunder, or increases the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under the definition of the term "Permitted Debt"), or adds Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.

"ABL Credit Agreement Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of the Issuer and its Restricted Subsidiaries parties thereto, arising under the ABL Credit Agreement or otherwise with respect to any loan or letter of credit thereunder or any related Hedging Obligation, Bank Product obligation or cash management obligation that is secured thereby, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuer or any Restricted Subsidiary of any proceeding under applicable bankruptcy, insolvency, conservatorship, assignment for the benefit of creditors, moratorium, receivership, reorganization or similar debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

"ABL Priority Leverage Ratio" means, as of any date of determination (the "Determination Date"), the ratio of (a) the aggregate amount of all Debt secured by first priority Liens on the ABL Collateral of the Issuer and the Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated EBITDA for the Four-Quarter Period. For purposes of this definition, Debt and

Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

provided that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt; provided, further, that for purposes of calculating Debt for the ABL Priority Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

"Acquired Debt" means Debt of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person.

"Additional Interest" means all amounts, if any, payable pursuant to the provisions relating to additional interest under the registration rights agreements prior to consummation of this exchange offer.

"Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings that correspond to the foregoing.

"Applicable Premium" means, as calculated by the Issuer, with respect to any Note on any applicable redemption date, the greater of:

"Asset Sale" means (x) any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Issuer or any Restricted Subsidiary to any Person (other than to the Issuer or one or more Restricted Subsidiaries) in any single transaction or series of transactions of (i) Capital Interests in another Person (other than Capital Interests in the Issuer or directors' qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or (ii) any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment and any sale of inventory in the ordinary course of business) or (y) an Event of Loss; provided, however, that the term "Asset Sale" shall exclude:

For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

"Average Life" means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

"Bank Collateral Agent" means Wells Fargo Capital Finance, LLC and any successor under the ABL Credit Agreement, or if there is no ABL Credit Agreement, the "Bank Collateral Agent" designated pursuant to the terms of the Credit Facility Obligations.

"Bank Lender" means any lender or holder of Debt under the ABL Credit Agreement.

"Bank Product" means any services or facilities provided to the Issuer or any Guarantor by the Bank Collateral Agent, any Bank Lender, or any of their respective Affiliates including, without limitation, Hedging Obligations.

"Board of Directors" means (i) with respect to the Issuer or any Restricted Subsidiary, its board of directors or, other than for purposes of the definition of "Change of Control," any duly authorized committee thereof; (ii) with respect to any other corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

"Borrowing Base" means, as of any date of determination, the result of (a) 85% of the face amount of all accounts receivable owned by the Issuer and its Restricted Subsidiaries based on the most recently prepared consolidated balance sheet of the Issuer and its Restricted Subsidiaries preceding such date that were not more than 60 days past due; plus (b) 85% of the appraised net orderly liquidation value of Vehicles owned by the Issuer and its Restricted Subsidiaries; plus (c) 85% of the hard costs of new Vehicles, in the case of clauses (b) and (c), as of the end of the most recent fiscal quarter preceding such date.

"Capital Interests" in any Person means any and all shares, interests (including preferred interests, restricted stock interests and stock options, warrants and other convertible instruments), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

"Capital Lease Obligations" means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP;

and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of "—Certain Covenants—Limitation on Liens," a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

"Collateral" means all of the assets of the Issuer and the Guarantors, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Obligations pursuant to the Notes and the Note Guarantees and any Permitted Additional Pari Passu Obligations (including proceeds and products thereof).

"Consolidated EBITDA" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the following, other than with respect to clause (9), to the extent deducted in computing such Consolidated Net Income:

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of the aggregate amount of Consolidated EBITDA of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the "Transaction Date") giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the "Four-Quarter Period") to the aggregate amount of Consolidated Fixed Charges of such Person for the Four-Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect, on a pro forma basis for the period of such calculation, to any Asset Sales or Asset Acquisitions,

investments and discontinued operations (as determined in accordance with GAAP) and designations of any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary occurring during the Four-Quarter Period or any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale (including any associated repayment of Debt) or Asset Acquisition (including the incurrence or assumption of any associated Acquired Debt), investment, disposed operation or designation occurred on the first day of the Four-Quarter Period.

The Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if any such Debt being Incurred (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period; provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period. Furthermore, interest on Debt determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.

"Consolidated Fixed Charges" means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

"Consolidated Income Tax Expense" means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes and state franchise taxes of such Person and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" means, with respect to any Person for any period, without duplication, the sum of:

provided, however, that Consolidated Interest Expense will exclude the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses.

"Consolidated Net Income" means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and the Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication:

"Consolidated Non-cash Charges" means, with respect to any Person for any period, the aggregate non-cash charges and expenses of such Person and the Restricted Subsidiaries reducing Consolidated Net Income of such Person and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding depreciation and amortization and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or a reserve for cash charges for any future period and including any non-cash charges relating to abandonment of assets or reserves related thereto).

"Consolidated Senior Secured Leverage Ratio" means, as of any date of determination (the "Determination Date"), the ratio of (a) the aggregate amount of all Debt for borrowed money secured

by Liens of the Issuer and the Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated EBITDA for the Four-Quarter Period. For purposes of this definition, Debt and Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

provided that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt; provided, further, that for purposes of calculating Debt for the Consolidated Senior Secured Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

"Credit Facility" means one or more debt facilities, including the ABL Credit Agreement or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as, as amended, extended, renewed, restated, supplemented, replaced (whether or not upon termination and whether with the original lenders, institutional investors or otherwise), refinanced (including through the issuance of debt securities), restructured or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Debt incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or Facilities or a successor Credit Facility, whether by the same or any other agent, lender or group of lenders (or institutional investors).

"Credit Facility Loan Documents" has the meaning set forth in the Intercreditor Agreement.

"Credit Facility Obligations" means the "Liabilities" or any comparable term as that term is defined in any Credit Facility (including the ABL Credit Agreement) (including, in each case, all amounts accruing on or after the commencement of any insolvency proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Credit Facility Loan Documents (as defined in the Intercreditor Agreement) but for the effect of the insolvency proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such insolvency proceeding).

"Debt" means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following, if and to the extent the

following items (other than clauses (iii), (vi), (vii), and (viii) below) would appear as liabilities on a balance sheet of such Person prepared in accordance with GAAP: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding any trade payables, trade accounts payable or other current liabilities incurred in the ordinary course of business, accrued expenses and any obligations to pay a contingent purchase price as long as such obligation remains contingent); (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person for the reimbursement of any obligor on any letters of credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents), bankers' acceptances or similar facilities (other than obligations with respect to letters of credit, banker's acceptances or similar facilities securing obligations (other than obligations described under clause (i) and (ii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit and banker's acceptances or similar facilities are not drawn upon, or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth business day following payment on the letter of credit, banker's acceptance or similar facility); (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding trade accounts payable arising in the ordinary course of business, deemed expenses and excluding any obligations to pay a contingent purchase price as long as such obligation remains contingent, subject to the penultimate paragraph of this definition); (v) all Capital Lease Obligations of such Person (but excluding obligations under operating leases); (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination (but excluding any accrued dividends); (vii) net Obligations under any Hedging Obligations of such Person at the time of determination; and (viii) all obligations of the types referred to in clauses (i) through (vii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions. For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to the Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) (A) above shall be the maximum liability under any such Guarantee; (d) the amount of any Debt described in clause (viii)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and (e) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt.

Notwithstanding the foregoing, in connection with the purchase by the Issuer or any Restricted Subsidiary of any business, the term "Debt" will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that such amount would not be required to be reflected as a liability on the face of a balance sheet prepared in accordance with GAAP.

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

"Default" means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

"Discharge of Credit Facility Obligations" means, except to the extent in connection with a refinancing in accordance with the Intercreditor Agreement: (a) all Credit Facility Obligations (other than contingent indemnification obligations for which no underlying claim has been asserted) have been paid, performed or discharged in full (with all such Credit Facility Obligations consisting of monetary or payment obligations having been paid in full in cash); (b) no person has any further right to obtain any loans, letters of credit, bankers' acceptances, or other extensions of credit under the documents relating to such Credit Facility Obligations and the termination or expiration of all commitments, if any, to extend credit under the Credit Facility Loan Documents (as defined in the Intercreditor Agreement); (c) any and all letters of credit, bankers' acceptances or similar instruments issued under such documents have been cancelled and returned (or backed by standby guarantees or letters of credit or cash collateralized in an amount not to exceed 105.00% of the aggregate amount of all such undrawn letters of credit) in an amount and manner provided for in the Credit Facility Loan Documents or otherwise reasonably satisfactory to the Credit Facility Collateral Agent (as defined in the Intercreditor Agreement); and (d) all other liabilities under the Credit Facility Loan Documents have been cash collateralized or backed by standby guarantees or letters of credit (in an amount and manner provided for in the Credit Facility Loan Documents or otherwise reasonably satisfactory to the Credit Facility Collateral Agent).

"Eligible Bank" means a bank or trust company that (i) is organized and existing under the laws of the United States of America, or any state, territory or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of such bank or trust company is rated at least "A-2" by Moody's or at least "A" by Standard & Poor's.

"Eligible Cash Equivalents" means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank; provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof; provided that such Investments mature, or are subject to tender at the option of the holder thereof within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from Standard & Poor's or A-2 from Moody's (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Issuer; provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor's or Moody's at the time of their acquisition and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers' acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi) above; and (viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations

for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by the Issuer.

"Equity Offering" means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor to the Issuer in the form of Qualified Capital Interests, other than any public offerings registered on Form S-8, or (ii) a private equity offering of Qualified Capital Interests of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor to the Issuer in the form of Qualified Capital Interests.

"Event of Loss" means, with respect to any property or asset (tangible or intangible, real or personal) constituting Collateral, any of the following:

"Expiration Date" has the meaning set forth in the definition of "Offer to Purchase".

"Fair Market Value" means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof, as determined in good faith by the Issuer, or, in the event of an exchange of assets with a Fair Market Value in excess of $2.5 million, determined in good faith by the Board of Directors of the Issuer.

"Foreign Subsidiary" means any Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States of America or any State thereof or the District of Columbia.

"Four-Quarter Period" has the meaning set forth in the definition of "Consolidated Fixed Charge Coverage Ratio".

"GAAP" means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as maybe approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

"Guarantee" means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise,

the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and "Guaranteed" and "Guaranteeing" shall have meanings that correspond to the foregoing).

"Hedging Obligation" means, with respect to any Person, the obligations of such Person pursuant to (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement, (2) agreements or arrangements to manage fluctuations in currency exchange rates or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

"Holder" means a Person in whose name a Note is registered in the security register.

"Incur" means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Issuer shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Issuer. "Incurrence" and "Incurred" shall have meanings that correspond to the foregoing. A Guarantee by any of the Issuer or Restricted Subsidiaries of Debt Incurred by the Issuer or any Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence of Debt:

"Initial Purchasers" means Wells Fargo Securities, LLC and Barclays Capital Inc.

"Intercreditor Agreement" means the intercreditor agreement dated as of the Issue Date among the Bank Collateral Agent, the Trustee and the Notes Collateral Agent as it may be amended from time to time in accordance with the Indenture.

"Investment" by any Person means any direct or indirect loan, advance (or other extension of credit, but excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; and (ii) the purchase, acquisition or Guarantee of the obligations of another Person or the issuance of a "keep-well" with respect thereto; but shall exclude: (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property, assets and services from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers' compensation, utility, lease and similar deposits, in the normal course of business. Except as otherwise specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to a Designation as described under "Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries" shall be the Designation Amount determined in accordance with such covenant. If the Issuer or any of its Subsidiaries sells or

otherwise disposes of any Capital Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Capital Interests of any all other Investments in such Subsidiary not sold or disposed of, which amount shall be determined in good faith by the Board of Directors of the Issuer. For the avoidance of doubt, any payments pursuant to any Guarantee previously incurred in compliance with the Indenture or shall not be deemed to be Investments by any of the Issuer or Restricted Subsidiaries.

"Issue Date" means the date on which Original Notes were originally issued under the Indenture, i.e., June 18, 2013.

"Lien" means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance or other security agreement on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

"Net Cash Proceeds" means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of: (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale; (iii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Issuer or Restricted Subsidiaries) in connection with such Asset Sale (other than in the case of Collateral, any Lien which does not rank prior to the Liens in the Collateral granted to the Collateral Agent pursuant to the Indenture and the Security Documents); and (iv) all contractually required distributions and other payments made to noncontrolling interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

"Notes Collateral" means the portion of the Collateral as to which the Notes and the Note Guarantees have a first-priority security interest subject to certain Permitted Collateral Liens as described under "—Security—Notes Collateral".

"Notes Collateral Agent" means U.S. Bank National Association in its capacity as collateral agent under the Indenture and the Security Documents together with its successors.

"Obligations" means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, expenses, costs, indemnification, reimbursements (including reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, expenses, costs, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt.

"Offer" has the meaning set forth in the definition of "Offer to Purchase".

"Offer to Purchase" means a written offer (the "Offer") sent by the Issuer by first-class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to the Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the "Expiration Date") of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the "Purchase Date") for purchase of Notes within five business days after the Expiration Date. The Issuer shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Issuer's obligation to make an Offer to Purchase, and the Offer shall be mailed by the Issuer or, at the Issuer's request and provision of such notice information, by the Trustee in the name and at the expense of the Issuer. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

"Officers' Certificate" means a certificate signed by two officers of the Issuer or a Guarantor, as applicable, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer or such Guarantor, as applicable.

"Permitted Additional Pari Passu Obligations" means obligations under any Additional Notes or other Debt secured by Liens on the Collateral in compliance with clause (b)(ii) under the definition of "Permitted Liens"; provided that (i) the representative of such Permitted Additional Pari Passu Obligations executes a joinder agreement to the Security Agreement and the Intercreditor Agreement, in each case in the form attached thereto agreeing to be bound thereby and (ii) the Issuer has designated such Debt as "Permitted Additional Pari Passu Obligations" under the Security Agreement and the Intercreditor Agreement, if applicable.

"Permitted Business" means any business similar in nature to any business conducted by the Issuer and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to the business conducted by the Issuer and the Restricted Subsidiaries on the Issue Date or a reasonable extension, development or expansion thereof, in each case, as determined in good faith by the Board of Directors of the Issuer.

For purposes of determining compliance with this definition, (A) Permitted Collateral Liens need not be incurred solely by reference to one category of Permitted Collateral Liens described in clauses (i) through (iv) of this definition but are permitted to be incurred in part under any combination thereof and (B) in the event that an item of Permitted Collateral Liens (or any portion thereof) meets the criteria of one or more of the categories of Permitted Collateral Liens described in clauses (i) through (iv) above, the Issuer shall, in its sole discretion, classify (and reclassify) such item of Permitted Collateral Liens (or any portion thereof) in any manner that complies with this definition and will only be required to include the amount and type of such item of Permitted Collateral Liens in one of the above clauses and such item of Permitted Collateral Liens will be treated as having been incurred pursuant to only one of such clauses.

"Permitted Holders" means each of: (i) T. Michael Riggs and any family member of Mr. Riggs, (ii) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons holding a majority controlling or beneficial interest of which are referred to in clause (i) and (iii) any group (as defined in the rules promulgated under Section 13(d) of the Exchange Act) which is controlled by any of the persons referred to in the immediately preceding clauses (i) and (ii).

"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, Capital Interests in any other Person.

"Purchase Amount" has the meaning set forth in the definition of "Offer to Purchase".

"Purchase Date" has the meaning set forth in the definition of "Offer to Purchase".

in either case that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in "addition to property, plant or equipment" in accordance with GAAP.

"Purchase Price" has the meaning set forth in the definition of "Offer to Purchase".

"Qualified Capital Interests" in any Person means a class of Capital Interests other than Redeemable Capital Interests.

"Qualified Equity Offering" means an underwritten primary public equity offering of Qualified Capital Interests of Issuer (or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor thereto in the form of Qualified Capital Interests)

(i) pursuant to an effective registration statement under the Securities Act, other than a registered offering on Form S-8, and (ii) resulting in gross proceeds of at least $100.0 million.

"Real Property" means, collectively, all right, title and interests (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all buildings, structures, parking areas and improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

"Redeemable Capital Interests" in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require any of the Issuer or Restricted Subsidiaries to repurchase such equity security upon the occurrence of a Change of Control, Qualified Equity Offering or an Asset Sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Issuer or Restricted Subsidiary may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Limitation on Restricted Payments". The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Issuer and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

"Refinancing Debt" means Debt that refunds, refinances, defeases, renews, replaces or extends any Debt permitted to be incurred by any of the Issuer or Restricted Subsidiaries pursuant to the terms of the Indenture (including the Notes), whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

"Restricted Subsidiary" means any Subsidiary of the Issuer that has not been designated as an "Unrestricted Subsidiary" in accordance with the Indenture.

"Security Agreement" means the security agreement to be dated as of the Issue Date between the Notes Collateral Agent, the Issuer and the Guarantors granting, among other things, a Lien on the Collateral subject to Permitted Collateral Liens and Permitted Liens, in each case in favor of the Notes Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

"Security Documents" means the Security Agreement, the mortgages with respect to the Real Property, the Intercreditor Agreement and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or

purporting to create any security interests in favor of the Notes Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any other Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

"Significant Subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

"Stated Maturity" when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable, including any date upon which a repurchase at the option of the holders of such Debt is required to be consummated.

"Subsidiary" means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Voting Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

"Total Assets" means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries.

"Transactions" means the issuance of the Notes on the Issue Date, the entry into an amendment and restatement of the existing ABL Credit Agreement on the Issue Date, the repayment of the Existing Notes and the repurchase and redemption of the Issuer's Series A, B, C, D and E Preferred Stock as described under "Use of Proceeds," the payment of premiums, fees and expenses as described under "Use of Proceeds" and the transactions related thereto.

"Treasury Rate" means, as obtained by the Issuer, with respect to the Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such redemption date or, in the case of a satisfaction, discharge or defeasance, at least two (2) Business Days prior to the deposit of funds with the Trustee to pay and discharge the entire obligations under the Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to June 1, 2016; provided, however, that if the period from such redemption date to June 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, as the context requires in determining whether or not an asset is Excluded Assets, the law governing the interpretation of any such agreement; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent's security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

"Vehicles" means all trucks, trailers, tractors and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located.

"Voting Interests" means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

"Wholly-Owned Restricted Subsidiary" of any Person means a Subsidiary of such Person all of the outstanding Capital Interests or other ownership interests of which (other than directors' qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

We, the Guarantors and the initial purchasers of the Original Notes entered into registration rights agreements in connection with the issuance of the Original Notes. The following description is a summary of the material provisions of the registration rights agreements and does not purport to be complete.

Pursuant to the registration rights agreements, we were obligated to complete an exchange offer as soon as practicable but in no event later than June 18, 2014. If we did not complete the exchange offer within such period, this would result in a "registration default" and 0.25% of Additional Interest per 90 days of "registration default" would be added to the interest payable on the Original Notes, up to a maximum of 1.00% of Additional Interest. We did not complete the exchange offer within the required time period, therefore Additional Interest is accruing on the Original Notes. Upon consummation of this exchange offer, our obligations will be met and Additional Interest will cease to accrue on any remaining Original Notes. No Additional Interest will accrue on the Exchange Notes.

On June 18, 2013 and January 7, 2014, the Company issued Original Notes in the combined aggregate principal amount of $375.0 million pursuant to the Indenture. In connection with the purchase and sale of the Original Notes, we entered into registration rights agreements with the initial purchasers of the Original Notes in which we agreed that you, as a holder of unregistered Original Notes, would be entitled to exchange your unregistered Original Notes for Exchange Notes registered under the Securities Act. The exchange offer is intended to satisfy these rights. After the exchange offer is completed, you will no longer be entitled to any registration rights with respect to your Original Notes. The Exchange Notes will be our obligation and will be entitled to the benefits of the Indenture relating to the Exchange Notes. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes, except that the Exchange Notes will:

Based upon an interpretation by the staff of the SEC contained in no-action letters issued to third parties, we believe that you may exchange Original Notes for Exchange Notes in the ordinary course of business. For further information on the SEC's position, see Exxon Capital Holdings Corporation, available May 13, 1988, Morgan Stanley & Co. Incorporated, available June 5, 1991 and Shearman & Sterling, available July 2, 1993, and other interpretive letters to similar effect. You will be allowed to resell Exchange Notes to the public without further registration under the Securities Act and without delivering to purchasers of the Exchange Notes a prospectus that satisfies the requirements of Section 10 of the Securities Act so long as you do not participate, do not intend to participate, and have no arrangement with any person to participate, in a distribution of the Exchange Notes. However, the foregoing does not apply to you if you are: a broker-dealer who purchased the Exchange Notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act; or you are an "affiliate" of ours within the meaning of Rule 405 under the Securities Act.

In addition, if you are a broker-dealer, or you acquire Exchange Notes in the exchange offer for the purpose of distributing or participating in the distribution of the Exchange Notes, you cannot rely on the position of the staff of the SEC contained in the no-action letters mentioned above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. The letter of transmittal for use in connection with any such resale will state that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of Exchange Notes received in exchange for Original Notes which the broker-dealer acquired as a result of market-making or other trading activities.

Upon the terms and subject to the conditions stated in this prospectus and in the letter of transmittal, we will accept all Original Notes properly tendered and not withdrawn prior to 5:00 p.m. New York City time, on the expiration date. After authentication of the Exchange Notes by the trustee or an authenticating agent, we will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Original Notes accepted in the exchange offer. Holders may tender some or all of their Original Notes in denominations of $2,000 or any integral multiple of $1,000.

If you wish to exchange your Original Notes for Exchange Notes in the exchange offer, you will be required to represent that:

You will make these representations to us by signing or agreeing to be bound by the letter of transmittal.

Broker-dealers that are receiving Exchange Notes for their own account must have acquired the Original Notes as a result of market-making or other trading activities in order to participate in the exchange offer. Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes during the 180-day period following the completion of the exchange offer, exclusive of any period during which a stop order suspending the effectiveness of the registration statement of which this prospectus is a part is in effect or we have suspended the use of this prospectus. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the 180-day period following the closing of the exchange offer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that, during the 180-day period following the closing of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

The Exchange Notes will evidence the same debt as the Original Notes and will be issued under and entitled to the benefits of the same Indenture. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes except that:

Holders of Original Notes that are not entitled to participate in the exchange offer and holders who do not receive freely tradable Exchange Notes will have, for a period of 180 days following the consummation of the exchange offer, the right to require us to file a registration statement covering resales of their notes. If we do not timely file or cause this resale registration statement to become effective, these holders will be entitled to additional interest.

As of the date of this prospectus, $375.0 million aggregate principal amount of the Original Notes was outstanding. In connection with the issuance of the Original Notes, we arranged for the Original Notes to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The Exchange Notes will also be issuable and transferable in book-entry form through DTC.

This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders as of the close of business on May 12, 2016. We intend to conduct the exchange offer as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable.

The exchange offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered, and holders of the Original Notes do not have any appraisal or dissenters' rights under the General Corporation Law of the State of Delaware or under the Indenture in connection with the exchange offer. No governmental approvals or consents must be received to consummate the exchange offer. We shall be considered to have accepted Original Notes tendered according to the procedures in this prospectus when, as and if we have given oral or written notice of acceptance to the exchange agent. See "—Exchange Agent." The exchange agent will act as agent for the tendering holders for the purpose of receiving Exchange Notes from us and delivering Exchange Notes to those holders.

If any tendered Original Notes are not accepted for exchange because of an invalid tender or the occurrence of other events described in this prospectus, the unaccepted Original Notes will be credited to the holder's account at DTC according to the procedures described below or, in the case of Original Notes tendered by delivery of certificates, certificates for these unaccepted Original Notes will be returned, at our cost, to the tendering holder of the Original Notes, promptly after the expiration date.

Holders who tender Original Notes in the exchange offer will not be required to pay brokerage commissions or fees or, except as described in the following sentence, transfer taxes related to the exchange of Original Notes in the exchange offer. If you instruct us to register Exchange Notes in the name of, or request that Original Notes not tendered or not accepted in the exchange offer be returned to, a person other than you, you will be responsible for the payment of any applicable transfer tax. We will pay all charges and expenses, other than applicable taxes, in connection with the exchange offer. See "—Solicitation of Tenders; Fees and Expenses."

Neither we nor our board of directors makes any recommendation to holders of Original Notes as to whether to tender or refrain from tendering all or any portion of their Original Notes pursuant to the exchange offer. Moreover, no one has been authorized to make any recommendation. Holders of Original Notes must make their own decision whether to tender in the exchange offer and, if so, the amount of Original Notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

The term "expiration date" shall mean 5:00 p.m., New York City time, on June 13, 2016 unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date to which the exchange offer is extended.

The terms of the purchases or offers described in the fourth and fifth clauses above may differ from the terms of the exchange offer.

Any delay in acceptance, termination, extension, or amendment will be followed as promptly as practicable by oral or written notice to the exchange agent and by making a public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, including without limitation any waiver of a material condition, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders, and we will extend the expiration date of the exchange offer if necessary so that five business days remain in the exchange offer following the notice of material change.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, termination, extension, or amendment of the exchange offer, we shall have no obligation to publish, advise, or otherwise communicate any public announcement, other than by making a timely press release to an appropriate news agency.

You are advised that we may extend the exchange offer because some of the holders of the Original Notes do not tender on a timely basis.

The Exchange Notes will bear interest from and including June 1, 2016, or, if later, the most recent date on which interest was paid or provided for on the Original Notes surrendered for the Exchange Notes. Interest accrues at a rate of 10.25% per year from June 1, 2016 through the expiration date, and at a rate of 9.25% thereafter. Accordingly, holders of Original Notes that are accepted for exchange will not receive interest that is accrued but unpaid on the Original Notes at the time of tender. We will pay interest on the Exchange Notes twice a year, on June 1 and December 1, beginning December 1, 2016.

Only a holder may tender his, her or its Original Notes in the exchange offer. Any beneficial owner whose Original Notes are registered in the name of such owner's broker, dealer, commercial bank, trust company or other nominee or are held in book-entry form and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on such owner's

behalf. If the beneficial owner wishes to tender on his, her or its own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the owner's Original Notes, either make appropriate arrangements to register ownership of the Original Notes in the owner's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time and may not be completed prior to the expiration date.

The tender by a holder will constitute an agreement between the holder, us and the exchange agent according to the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

A holder who desires to tender Original Notes and who cannot comply with the procedures set forth in this prospectus for tender on a timely basis or whose Original Notes are not immediately available must comply with the procedures for guaranteed delivery set forth below.

The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Delivery of such documents will be deemed made only when actually received by the exchange agent or deemed received under the ATOP procedures described below. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to the expiration date. No letter of transmittal or Original Notes should be sent to us. Holders may also request that their respective brokers, dealers, commercial banks, trust companies or nominees effect the tender for holders in each case as described in this prospectus and in the letter of transmittal.

Original Notes Held in Book-Entry Form. We understand that the exchange agent will make a request promptly after the date of the prospectus to establish accounts for the Original Notes for the purpose of facilitating the exchange offer, and subject to their establishment, any financial institution that is a participant in DTC may make book-entry delivery of the Original Notes by causing DTC to transfer the Original Notes into the exchange agent's account for the Original Notes using DTC's procedures for transfer.

The exchange offer is eligible for DTC's ATOP. Accordingly, DTC participants may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer Original Notes held in book-entry form to the exchange agent in accordance with DTC's ATOP procedures for transfer. DTC will then send a book-entry confirmation, including an agent's message to the exchange agent.

The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering Original Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. If you use ATOP procedures to tender Original Notes you will not be required to deliver a letter of transmittal to the exchange agent, but you will be bound by its terms just as if you had signed it.

If you desire to tender Original Notes held in book-entry form with DTC, the exchange agent must receive, prior to 5:00 p.m. New York City time on the expiration date, at its address set forth in this prospectus, a confirmation of book-entry transfer of the Original Notes into the exchange agent's account at DTC, which is referred to in this prospectus as a "book-entry confirmation," and an agent's message transmitted pursuant to DTC's ATOP procedures. In lieu of transmitting an agent's message pursuant to DTC's ATOP procedures, you may deliver to the exchange agent, prior to 5:00 p.m. New York City time on the expiration date, at the address set forth in this prospectus, a properly completed and validly executed letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal.

Original Notes Held in Certificated Form. For a holder to validly tender Original Notes held in physical or certificated form, the exchange agent must receive, prior to 5:00 p.m. New York City time on the expiration date, at its address set forth in this prospectus:

Signatures. Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act, unless the Original Notes tendered with the letter of transmittal are tendered:

If the letter of transmittal is signed by a person other than the registered holder or DTC participant who is listed as the owner, the Original Notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the Original Notes on behalf of the registered holder or DTC participant who is listed as the owner, in either case signed as the name of the registered holder who appears on the Original Notes or the DTC participant who is listed as the owner. If the letter of transmittal or any Original Notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to so act with the letter of transmittal.

If you tender your Original Notes through ATOP, signatures and signature guarantees are not required.

Determinations of Validity. All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered Original Notes will be determined by us in our sole discretion. This determination will be final and binding. We reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular Original Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time we shall determine. Although we intend to notify holders of defects or irregularities related to tenders of Original Notes, neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities related to tenders of Original Notes, nor shall any of us incur liability for failure to give notification. Tenders of Original Notes will not be considered to have been made until the irregularities have been cured or waived. Any Original Notes received by the exchange agent that we determine are not properly tendered or the tender of which is otherwise rejected by us and as to which the defects or irregularities have not been cured or waived by us will be returned by the exchange agent to the tendering holder unless otherwise provided in the letter of transmittal, promptly following the expiration date.

may effect a tender if they tender through an institution eligible to guarantee signatures described under "—Procedures for Tendering—Signatures," or if they tender using ATOP's guaranteed delivery procedures.

A tender of Original Notes made by or through an eligible institution will be accepted if:

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their Original Notes according to the guaranteed delivery procedures described above.

Except as otherwise provided in this prospectus, tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of Original Notes in the exchange offer:

All questions as to the validity, form and eligibility, including time of receipt, of the withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any Original Notes so withdrawn will be judged not to have been tendered according to the procedures in this prospectus for purposes of the exchange offer, and no Exchange Notes will be issued in exchange for those Original Notes unless the Original Notes so withdrawn are validly retendered. Any Original Notes that have been tendered but are not accepted for exchange will be returned to the holder of the Original Notes without cost to the holder or, in the case of Original Notes tendered by book-entry transfer into the holder's account at DTC, according to the procedures described above. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be retendered by following one of the procedures described above under "—Procedures for Tendering" at any time prior to the expiration date.

If any of these conditions are not met, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Original Notes and may terminate or amend the exchange offer. These conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our discretion. All such conditions must be satisfied or waived by us at or before the expiration date.

U.S. Bank National Association has been appointed as exchange agent for the exchange offer. In this capacity, the exchange agent has no fiduciary duties and will be acting solely on the basis of our directions. Requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal, and requests for the notice of guaranteed delivery should be directed to the exchange agent. You should send certificates for Original Notes, letters of transmittal and any other required documents to the exchange agent addressed to:

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Specialized Finance

Delivery of the letter of transmittal to an address other than as listed above or transmission of instructions via facsimile other than as described above does not constitute a valid delivery of the letter of transmittal.

We will bear the expenses of requesting that holders of Original Notes tender those notes for Exchange Notes. The principal solicitation under the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telegraph, telephone or telecopier.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection with the exchange offer and will indemnify the exchange agent for all losses and claims incurred by it as a result of the exchange offer. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the Original Notes and in handling or forwarding tenders for exchange.

We will pay the expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee, SEC registration fees, and accounting and legal fees, printing costs, transfer taxes and related fees and expenses.

You will not be obligated to pay any transfer tax in connection with the exchange, except if you instruct us to register Exchange Notes in the name of, or request that Original Notes not tendered or not accepted in the exchange offer be returned to, a person other than you, you will be responsible for the payment of any applicable transfer tax.

The Exchange Notes will be recorded at the same carrying value as the Original Notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the closing of the exchange offer. We will amortize the expenses of the exchange offer over the term of the Exchange Notes.

The exchange of the Original Notes for the Exchange Notes in the exchange offer will not constitute a taxable event or exchange for U.S. federal income tax purposes, and thus will have no U.S. federal income tax consequences to holders of Original Notes. The Exchange Notes received pursuant to the exchange offer will be treated as a continuation of the Original Notes. Consequently, there will be no change in a holder's adjusted tax basis in the Exchange Notes, and the holder's holding period in the Exchange Notes will be the same as that applicable to the Original Notes. In addition, the U.S. federal income tax consequences of holding and disposing of the Exchange Notes will be the same as those applicable to the Original Notes.

Participation in the exchange offer is voluntary. Holders of the Original Notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all Original Notes tendered under the terms of, this exchange offer, we will have fulfilled a covenant contained in the terms of the registration rights agreement. Holders of the Original Notes who do not tender in the exchange offer will continue to hold their Original Notes and will be entitled to all the rights, and subject to the limitations, applicable to the Original Notes under the Indenture. Holders of Original Notes will no longer be entitled to any rights under the registration rights agreement that by their terms terminate or cease to have further effect as a result of the making of this exchange offer. See "Description of the Exchange Notes." All untendered Original Notes will continue to be subject to the restrictions on transfer described in the Indenture. To the extent that Original Notes are tendered and accepted in the exchange offer, the trading market for untendered Original Notes could be adversely affected. This is because there will probably be many fewer remaining Original Notes outstanding following the exchange, significantly reducing the liquidity of the untendered Original Notes.

We may in the future seek to acquire untendered Original Notes in the open market or through privately negotiated transactions, through subsequent exchange offers or otherwise. We intend to make any acquisitions of Original Notes following the applicable requirements of the Exchange Act, and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable. We have no present plan to acquire any Original Notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any Original Notes that are not tendered in the exchange offer.

The Exchange Notes will be initially represented by one or more notes in registered global form without interest coupons (the "Global Notes"). The Global Notes will be deposited with the trustee, as custodian for the DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for the credit to an account of a direct or indirect participant in DTC as described below. We expect that, pursuant to procedures established by DTC, (i) upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary ("participants") and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Such accounts initially will be designated by or on behalf of the initial purchasers and ownership of beneficial interests in the Global Notes will be limited to participants or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.

So long as DTC or its nominee is the registered owner or holder of the notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the indenture with respect to the notes.

Payments of the principal of, and premium (if any) and interest on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the issuer, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

We expect that DTC or its nominee, upon receipt of any payment of principal of, and premium (if any) and interest on the Global Notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same-day funds.

DTC has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction.

DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York banking law, a "banking organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity, corporate and municipal debt issues that participants deposit with DTC. DTC also

facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants' accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the trustee or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

A Global Note is exchangeable for certificated notes in fully registered form without interest coupons ("Certificated Securities") only in the following limited circumstances:

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes will be limited to such extent.

The following is a summary of certain U.S. federal income tax considerations relating to the exchange of Original Notes for Exchange Notes in the exchange offer. This summary is based on the Internal Revenue Code of 1986, as amended, existing and proposed Treasury Regulations, revenue rulings, administrative interpretations and judicial decisions now in effect, all of which are subject to change possibly with retroactive effect. This summary does not purport to address all U.S. federal income tax considerations that may be relevant to holders in light of their particular circumstances or to holders subject to special tax rules, such as banks, insurance companies or other financial institutions, dealers in securities or foreign currencies, tax-exempt investors, holders subject to the U.S. federal alternative minimum tax, or persons holding the notes as part of a hedging transaction, straddle, conversion transaction, or other integrated transaction.

We have not sought and we do not expect to seek any ruling from the Internal Revenue Service (the "IRS") or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary. As such, there can be no assurance that the IRS will agree with such statements and conclusions. Thus, all persons that exchange Original Notes for Exchange Notes in the exchange offer are urged to consult their own tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

The preceding discussion of certain U.S. federal income tax considerations is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state, local and foreign tax consequences of exchanging Original Notes for, holding and disposing of Exchange Notes, including the consequences of any proposed change in applicable laws.

Each broker-dealer that receives Exchange Notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. We have agreed that, during the period broker-dealers are required to deliver this prospectus, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making or other trading activities.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be considered underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

During the 180-day period following the completion of this exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the Original Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Original Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

Certain legal matters in connection with the issuance of the Exchange Notes and Delaware and New York law will be passed on for us by Paul, Hastings LLP, Atlanta, Georgia. Certain legal matters with respect to Missouri law will be passed on for us by Warten, Fisher, Lee and Brown, LLC, Joplin, Missouri. Certain legal matters with respect to New Jersey law will be passed on for us by Gibbons P.C., Newark, New Jersey.

The consolidated financial statements of Jack Cooper Holdings Corp. and subsidiaries as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Allied Systems Holdings, Inc. and subsidiaries as of December 27, 2013 and December 31, 2012, and for the period from January 1, 2013 to December 27, 2013 and for the year ended December 31, 2012, have been included herein and in the registration statement in reliance upon the report of Grant Thornton LLP, independent certified public accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

We filed with the Securities and Exchange Commission, or SEC, a registration statement on Form S-4 (SEC File No. 333-210698). This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement. For further information about us and the securities offered in this prospectus, you should refer to the registration statement and exhibits. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is http://www.sec.gov.

Upon completion of this offering, we will file periodic and current reports and other information with the SEC. Such periodic and current reports and other information will be available for inspection and copying at the public reference room and website of the SEC referred to above.

We maintain an internet site at www.jackcooper.com which contains information concerning us and our subsidiaries. The information contained on our internet site is not incorporated by reference in this prospectus and should not be considered a part of this prospectus.

We have audited the accompanying consolidated balance sheets of Jack Cooper Holdings Corp. (the Company) and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive loss, cash flows, and stockholders' deficit for each of the years in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jack Cooper Holdings Corp. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP
Kansas City, Missouri
March 17, 2016,
except for notes 5 and 16, which are as of April 11, 2016

	2015			2014			2013

Operating Revenues	$	728,589		$	783,280		$	514,689
Operating Expenses
Compensation and benefits		373,469			383,278			240,442
Fuel		67,796			109,333			76,014
Depreciation and amortization		50,941			50,441			25,314
Repairs and maintenance		54,395			53,802			31,759
Other operating		122,985			140,840			87,159
Selling, general and administrative expenses		56,277			60,706			42,118
Loss on sale of property and equipment		2,426			1,117			34
Goodwill and intangible asset impairment		15,352			—			4,663

Total operating expenses		743,641			799,517			507,503

Operating Income (Loss)		(15,052	)		(16,237	)		7,186

Other Expense
Interest expense, net		46,912			41,364			59,602
Other, net		6,923			3,914			857

Total other expense		53,835			45,278			60,459

Loss Before Income Taxes		(68,887	)		(61,515	)		(53,273	)
Provision (Benefit) for Income Taxes		1,029			1,219			(967	)

Net Loss		(69,916	)		(62,734	)		(52,306	)

Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial pension gain (loss)		26			(1,035	)		495
Foreign currency translation gain (loss)		2,514			641			(177	)
Gain on marketable securities held-for-sale		—			179			111

Comprehensive Loss	$	(67,376	)	$	(62,949	)	$	(51,877	)

	2015			2014

Assets
Current Assets
Cash and cash equivalents	$	2,571		$	7,100
Accounts receivable, net of allowance		49,082			60,141
Prepaid expenses		20,475			17,171
Assets held for sale		1,947			2,630
Deferred tax assets		—			1,639

Total current assets		74,075			88,681
Restricted cash		120			120
Property and equipment, net		139,110			160,973
Goodwill		32,248			46,583
Intangibles, net		28,604			33,426
Deferred financing costs, net		11,046			11,583
Deposits and other assets		19,858			5,626
Deferred tax assets		6			—

Total assets	$	305,067		$	346,992



Liabilities and Stockholders' Deficit
Current Liabilities
Revolving credit facility	$	50,636		$	72,669
Current maturities of long-term debt		3,510			4,064
Accounts payable		34,470			38,518
Accrued wages and vacation payable		19,120			17,281
Other accrued liabilities		26,683			25,455

Total current liabilities		134,419			157,987
Claims reserves, less current portion		—			4,694
Other liabilities		3,509			10,658
Long-term debt, less current maturities		449,204			387,965
Pension liability		1,855			1,813
Deferred income taxes		9,511			10,836

Total liabilities		598,498			573,953

Stockholders' Deficit
Jack Cooper Holding Corp. Deficit:
Class A voting common stock, $0.0001 par value; 8,000,000 shares authorized; 800,810 issued and outstanding at December 31, 2015 and 2014.		—			—
Additional paid-in capital		17,425			16,519
Accumulated deficit		(313,138	)		(243,222	)
Accumulated other comprehensive income (loss)		2,282			(258	)

Total stockholders' deficit		(293,431	)		(226,961	)

Commitments and Contingencies
Total liabilities and stockholders' deficit	$	305,067		$	346,992

	2015			2014			2013

Operating Activities
Net loss	$	(69,916	)	$	(62,734	)	$	(52,306	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		50,941			50,441			25,314
Deferred financing cost amortization		3,155			2,264			9,167
Loss on extinguishment of debt		—			—			21,074
Loss on sale of property and equipment		2,426			1,117			34
Deferred income taxes		310			875			(652	)
Stock based compensation		906			1,725			318
Non-cash interest expense (income)		(155	)		(911	)		672
Unrealized foreign exchange losses, net		6,022			4,025			—
Non-cash impact of goodwill and intangible asset impairment		15,352			—			4,663
Changes in assets and liabilities, net of acquisitions:
Trade and other receivables		11,756			(10,152	)		(12,577	)
Prepaid expenses		(3,594	)		106			(3,415	)
Accounts payable and accrued expenses		(1,677	)		4,257			(5,056	)
Other non-current assets		(16,091	)		1,870			74
Other non-current liabilities		696			564			7,199

Net cash provided by (used in) operating activities		131			(6,553	)		(5,491	)

Investing Activities
Proceeds from sale of marketable securities held-for-sale		170			—			—
Proceeds from sale of property and equipment		753			2,891			4,277
Purchases of property and equipment		(31,187	)		(20,819	)		(21,286	)
Acquisition of Allied, net of cash acquired		—			—			(140,608	)

Net cash used in investing activities		(30,264	)		(17,928	)		(157,617	)

Financing Activities
Borrowings under revolving credit facility		205,706			179,275			149,796
Payments on revolving credit facility		(227,739	)		(158,087	)		(112,315	)
Deferred financing costs		(2,618	)		(75	)		(18,908	)
Principal payments on long-term debt		(8,842	)		(4,258	)		(2,015	)
Proceeds from long-term debt		59,375			—			382,875
Dividends paid		—			(427	)		(10,297	)
Restricted cash		—			—			(677	)
Treasury stock repurchase		—			(500	)		—
Proceeds from issuance of Series C preferred stock		—			—			2,637
Proceeds from issuance of intercompany note		1,500			—			—
Repurchase of Senior Secured Notes due 2015		—			—			(157,500	)
Tender offer and consent solicitation		—			—			(9,741	)
Redemption of preferred stock		—			—			(63,082	)
Capital contribution from JCEI		—			13,098			—

Net cash provided by financing activities		27,382			29,026			160,773

Effect of exchange rate change on cash		(1,778	)		(952	)		—
Increase (Decrease) in Cash and Cash Equivalents		(4,529	)		3,593			(2,335	)
Cash and Cash Equivalents, Beginning of Year		7,100			3,507			5,842

Cash and Cash Equivalents, End of Year	$	2,571		$	7,100		$	3,507

																Jack Cooper Holding Corp. Deficit

	Capital Subject to Redemption															Jack Cooper Holding Corp. Deficit
	Capital Subject to Redemption																									Accumulated Other Comprehensive Loss
	Series A Preferred Stock			Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Series E Preferred Stock			Class A Common Stock		Class B Common Stock		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Treasury Stock			Total Deficit
December 31, 2012	$	1,995		$	37,000		$	6,140		$	4,500		$	2,160		$	—	$	—	$	—		$	(106,831	)	$	(472	)	$	(1,788	)	$	(109,091	)
Stock based compensation		—			—			—			—			—			—		—		318			—			—			—			318
Dividends on preferred stock		—			—			—			—			—			—		—		—			(4,724	)		—			—			(4,724	)
Dividends on common stock		—			—			—			—			—			—		—		—			(5,443	)		—			—			(5,443	)
Dividends on unexercised warrants		—			—			—			—			—			—		—		—			(557	)		—			—			(557	)
Issuance of preferred stock		—			—			3,010			—			—			—		—		(380	)		—			—			—			(380	)
Adjustment to redemption value/ Accretion of preferred shares		—			7,489			850			—			—			—		—		—			(8,339	)		—			—			(8,339	)
Redemption of preferred stock		(1,995	)		(44,489	)		(10,000	)		(4,500	)		(2,160	)		—		—		62			—			—			—			62
Net loss		—			—			—			—			—			—		—		—			(52,306	)		—			—			(52,306	)
Pension actuarial gain, net of tax		—			—			—			—			—			—		—		—			—			495			—			495
Currency translation adjustment		—			—			—			—			—			—		—		—			—			(177	)		—			(177	)
Unrealized gain on available-for-sale security		—			—			—			—			—			—		—		—			—			111			—			111

Comprehensive loss		—			—			—			—			—			—		—		—			—			—			—			(51,877	)

December 31, 2013		—			—			—			—			—			—		—		—			(178,200	)		(43	)		(1,788	)		(180,031	)
Stock based compensation		—			—			—			—			—			—		—		1,725			—			—			—			1,725
Capital contribution by JCEI		—			—			—			—			—			—		—		14,794			—			—			—			14,794
Repurchase of Common Stock		—			—			—			—			—			—		—		—			—			—			(500	)		(500	)
Treasury stock retirement		—			—			—			—			—			—		—		—			(2,288	)		—			2,288			—
Net loss		—			—			—			—			—			—		—		—			(62,734	)		—			—			(62,734	)
Pension actuarial loss, net of tax		—			—			—			—			—			—		—		—			—			(1,035	)		—			(1,035	)
Currency translation adjustment		—			—			—			—			—			—		—		—			—			641			—			641
Unrealized gain on available-for-sale security		—			—			—			—			—			—		—		—			—			179			—			179

Comprehensive loss		—			—			—			—			—			—		—		—			—			—			—			(62,949	)

December 31, 2014		—			—			—			—			—			—		—		16,519			(243,222	)		(258	)		—			(226,961	)
Stock based compensation		—			—			—			—			—			—		—		906			—			—			—			906
Net loss		—			—			—			—			—			—		—		—			(69,916	)		—			—			(69,916	)
Pension actuarial gain, net of tax		—			—			—			—			—			—		—		—			—			26			—			26
Currency translation adjustment		—			—			—			—			—			—		—		—			—			2,514			—			2,514

Comprehensive loss		—			—			—			—			—			—		—		—			—			—			—			(67,376	)

December 31, 2015	$	—		$	—		$	—		$	—		$	—		$	—	$	—	$	17,425		$	(313,138	)	$	2,282		$	—		$	(293,431	)

Jack Cooper Holdings Corp. (together with its subsidiaries, the "Company" or "JCHC") is a transportation and logistics provider and a leading over-the-road finished vehicle logistics company in North America. The Company transported 4.1 million finished vehicles in each of 2015 and 2014, and 2.5 million in 2013.

The Company primarily earns revenues under multi-year or single-year contracts from the intrastate and interstate transportation of vehicles. Approximately 40%, 31%, and 12% of the Company's revenues were from its three largest customers, General Motors Company ("GM"), Ford Motor Company ("Ford"), and Toyota Motor Sales, USA, Inc. ("Toyota") for the year ended December 31, 2015; 38%, 30%, and 13% for the year ended December 31, 2014; and 51%, 16%, and 19% for the year ended December 31, 2013, respectively. These customers also collectively represented approximately 67% of accounts receivable at December 31, 2015 and 63% at December 31, 2014. Approximately 82% of the Company's employees are covered by collective bargaining agreements, the majority of which were effective through August 31, 2015 and are currently being re-negotiated. The employees covered by the expired collective bargaining agreement and the Company have mutually agreed to keep all terms and provisions of the expired agreement in effect until a new agreement is entered into.

Merger. On June 5, 2014, the Company completed a merger transaction (the "Merger"), pursuant to which the Company became a wholly-owned subsidiary of Jack Cooper Enterprises, Inc. ("JCEI") and the Company's stockholders immediately prior to the Merger became the stockholders of JCEI. As a result, each outstanding share of JCHC's Class A Common Stock was converted into one share of JCEI's Class A Common Stock and each outstanding share of JCHC's Class B Common Stock was converted into one share of JCEI's Class B Common Stock. JCEI has no material operating activities other than being the sole stockholder of JCHC and as described below. On June 10, 2014, JCEI issued and sold $150 million aggregate principal amount of its 10.50%/11.25% Senior PIK Toggle Notes due 2019 (the "JCEI Notes") through a private placement to qualified institutional buyers pursuant to Rule 144A and in an offshore transaction pursuant to Regulation S as promulgated under the Securities Act of 1933, as amended (the "Securities Act").

Principles of Consolidation. The accompanying consolidated financial statements of the Company include all the accounts of Jack Cooper Holdings Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

On December 27, 2013, the Company acquired certain operating assets of Allied Systems Holdings, Inc. (the "Allied Acquisition"). The acquisition has been accounted for as a business combination and the results of operations have been included in these consolidated financial statements from the date of acquisition.

Foreign Currency. The Company's financial condition and results of operations are recorded in multiple currencies, including the Canadian dollar and the Mexican peso, and an accounts receivable balance denominated in Nigerian naira. Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar were translated at the exchange rate in effect at the balance sheet date, and revenues and expenses were translated at average exchange rates for the period. Translation

adjustments are included in other comprehensive income (loss). Gains and losses on certain of the Company's intercompany loans are included in Other, net in the condensed consolidated statements of comprehensive loss due to the intercompany loans not being considered long-term investment in nature.

Use of Estimates. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include those related to workers' compensation insurance, pension withdrawal liabilities, allowance for doubtful accounts, the recoverability and useful lives of assets, litigation provisions and income taxes. Estimates are revised when facts and circumstances change. As such, actual results could differ materially from those estimates.

Cash and Cash Equivalents. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2015 and 2014, cash equivalents consisted primarily of short-term cash deposits. At December 31, 2015 and 2014, restricted cash of $0.1 million, a long term asset within the consolidated balance sheets, represented certificates of deposits related to merchant services provided by the Company.

Revenue Recognition. The Company's operating revenues are principally derived from its operations as a contract carrier. Carrier operating revenues are recognized when persuasive evidence of an arrangement exists, the customer takes ownership of the cargo and assumes risk of loss, collection of the relevant receivable is probable, and the contract price is fixed or determinable. Carrier operating revenues are recognized at the time the cargo is delivered and expenses are recognized as incurred. Fuel surcharges collected from customers are recognized at the time the cargo is delivered, reported gross and are included in operating revenues. Yard management, brokerage, inspections, and other revenues are recognized as the service is performed. Revenues primarily derived from the Company's operations as a non-asset based carrier are from non-asset based ocean freight motorized vehicle transportation services. Ocean freight services revenues include the charges by the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier. Based upon the terms in the contract of carriage, gross revenues related to shipments where the Company issues a house ocean bill of lading are recognized at the time the freight is tendered to the direct carrier at origin. Costs related to the shipments are also recognized at this time.

Accounts Receivable, net. Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are typically due within 7-30 days after the issuance of the invoice. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the customer's financial condition, the amount of receivable in dispute, aging and current payment patterns. The Company reviews its allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The

allowance for doubtful accounts totaled $1.8 million and $2.8 million as of December 31, 2015 and 2014, respectively. Following is a rollforward of the allowance for doubtful accounts activity:

Prepaid Expenses and Deposits and Other Assets. Prepaid expenses consist primarily of prepaid insurance and parts inventory. Prepaid insurance, other than workers compensation insurance, is expensed over the term of the policy. Parts inventory is expensed when placed on carrier revenue equipment.

The Company records expense estimates for the workers compensation programs based upon third party actuarial studies. The Company's workers compensation program for the policy period July 26, 2015 to July 26, 2016 (the "2015-2016 Policy") requires collateral payments totaling $6.4 million as well as $38.1 million of premium payments, the installments for which are to be paid over nine months starting July 26, 2015. The collateral balance of $4.2 million at December 31, 2015 is recorded within deposits and other assets on the consolidated balance sheets. The premium payments for the 2015-2016 Policy, less the actuarial-estimated losses and fees incurred to-date, are reflected as prepaid assets within the consolidated balance sheets and totaled $8.6 million at December 31, 2015.

Deposits and other assets primarily consist of workers compensations insurance collateral deposits for its workers compensation policy periods since July 26, 2009, workers compensation payments in excess of estimated losses for the policy periods between July 26, 2009 and July 26, 2015 (the "2009-2015 Policies"), and other deposits primarily associated with building operating leases and related utilities.

The Company's workers compensation programs for the 2009-2015 Policies require payments to the insurance carrier following a formula that is proprietary to the insurance carrier. The balance of such payments in excess of the actuarially determined liabilities for the 2009-2015 Policies totaled $9.6 million and $2.3 million at December 31, 2015 and December 31, 2014, respectively.

Long-Lived Assets. Purchases of property and equipment are recorded at cost. Costs related to refurbishment and improvements of idle or used carrier revenue equipment are capitalized as incurred. These costs, and the associated equipment, are classified as construction in progress until placed into service, at which time they are reclassified as carrier revenue equipment. Repairs and maintenance costs are expensed as incurred. Purchased intangible assets and property and equipment associated with acquisitions are recorded at their estimated fair value at the time of acquisition.

The Company identified certain assets that meet the criteria for assets held for sale classification. These assets primarily consist of real property at one location that the Company intends to sell and carrier revenue equipment that does not fit the Company's fleet needs. The Company plans to sell substantially all of these identified assets during 2016 and, as such, the assets were measured at fair value less cost to sell. The Company had approximately $1.9 million and $2.6 million in assets held for sale as of December 31, 2015 and December 31, 2014, respectively, in the consolidated balance sheets.

Depreciation and amortization is calculated on the straight-line method over the shorter of the lease term or estimated useful life of the asset. Carrier revenue equipment includes new and used rigs that have an estimated useful life of 9-12 years and refurbishments and modifications to rigs that have an estimated useful life of 5-7 years. Depreciation expense of property and equipment totaled $47.5 million, $46.3 million and $22.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Amortization expense of intangibles totaled $3.4 million, $4.2 million and $2.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The estimated useful lives for each major classification of long-lived asset are as follows:

The Company performs periodic reviews of the appropriateness of depreciable lives for each category of property and equipment, taking into consideration actual usage, physical wear and tear, and replacement history to determine remaining life of its asset base.

Long-lived assets, such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through

various valuation techniques including discounted cash flow models, quoted market values and third-party appraisals, as necessary.

Goodwill and Indefinite-Life Intangibles. Goodwill and other indefinite-life intangible assets, not subject to amortization, are evaluated annually for impairment as of November 30 or more frequently if circumstances indicate that impairment may exist. In assessing indefinite lived assets not subject to amortization (certain of our customer relationships) the Company assesses qualitative factors to determine if it is more likely than not that the fair value of the customer relationship exceeds its carrying value. If the qualitative assessment is inconclusive, the Company performs Step 1 of a two-step process to compare the fair value of the customer relationship to the carrying value. If Step 1 indicates the fair value is less than the carrying value, the Company performs Step 2 of the assessment to determine the difference between the implied fair value of the customer relationship and the carrying amount. Based on qualitative factors, the Company determined that it is not more likely than not that the fair value of the customer relationship is less than its carrying amount. In assessing goodwill for impairment, the Company initially evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then a two-step process is utilized to test goodwill for impairment. First, a comparison of the fair value of the applicable reporting unit with the aggregate carrying value, including goodwill, is performed utilizing an income approach and market approach. The income approach develops an estimated fair value based on a discounted cash flow, where the estimated fair value is calculated by discounting projected future cash flows. The market approach compares actual market transactions of businesses that are similar to those of the Company. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of impairment loss. The second step includes comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future pricing and costs, and future capital expenditures requirements. In addition, market multiples of publicly traded guideline companies are also considered. The Company considers the relative strengths and weaknesses inherent in the valuation methodologies utilized in each approach and consults with a third party valuation specialist to assist in determining the fair value.

Any one event or a combination of events such as a change in the business climate, a negative change in relationships with significant customers, and changes to strategic decisions, could require an interim assessment prior to the next required annual assessment.

Deferred Financing Costs. Amortization of deferred financing costs for the years ended December 31, 2015, 2014 and 2013 was $3.2 million, $2.3 million and $9.2 million, respectively, which is reflected in interest expense, net on the consolidated statements of comprehensive loss. Costs incurred to obtain debt financing are capitalized and amortized to interest expense using the effective interest method. During 2015, the Company capitalized $2.6 million of deferred financing costs related to the issuance of the Term Loan and the subsequent amendment to the Term Loan. During 2013, the Company wrote off $12.4 million and $6.0 million of deferred financing costs and accumulated amortization, respectively, related to the extinguishment of the 12.75% Senior Secured Notes due 2015 (referred to herein as the Company's previously issued senior notes). In June 2013, the Company

capitalized $8.7 million of deferred financing costs related to the issuance of its $225 million aggregate principal amount of 9.25% Senior Secured Notes due 2020 (the "2020 Notes"). Also during 2013, the Company capitalized, fully amortized, and wrote off $6.8 million of deferred financing costs related to a backstop financing commitment to fund the Allied Acquisition. Additionally, during 2013, the Company capitalized $1.0 million of deferred financing costs related to modifications to the terms of the amended and restated credit agreement with Wells Fargo Capital Finance, LLC (the "Credit Facility").

Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term "more likely than not" means a likelihood of more than 50 percent. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Claims and Self Insurance Accruals. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the claim settlement costs that insurance does not cover can be reasonably estimated. Unallocated loss expenses and claims handling expenses incurred in connection with loss contingencies are expensed as incurred. The Company self-insures its workers' compensation and as the retention level on current cargo claims policy is the same as the policy limit, the Company is self-insured on cargo claims. In addition, the Company retains liability for a significant portion of risks related to workers' compensation, trucker's liability, general liability and auto liability claims, including current and long-term portions, related to events occurring prior to July 27, 2009 when the Company entered into its arrangement with its workers' compensation provider for the 2009-2015 Policies and the 2015-2016 Policy carrier. The 2015-2016 Policy effective July 26, 2015 includes a stop-loss of $0.7 million per claim, over which amount the Company has no liability. The Company was fully insured, subject to annual policy limits, for commercial general liability and auto liability claims as of December 31, 2015 and 2014.

The Company measures the liabilities associated with workers' compensation primarily through actuarial methods, which include estimates for the aggregate liability of claims incurred and an estimate of incurred but not reported claims, on an undiscounted basis as timing of the cash outflows to satisfy the liability is not fixed or reliably determinable. These estimates are based on historical loss experience and judgments about the present and expected levels of claim frequency and severity and the time required to settle claims. The effect of future inflation for costs is considered in the analysis. Adjustments to previously established reserves are included in operating results in the year of adjustment. The accrual for workers' compensation claims totaled $7.5 million and $16.2 million at December 31, 2015 and 2014, respectively, and is included in claims reserves, less current portion of $2.9 million and $11.5 million, respectively, which are recorded in accounts payable and other accrued liabilities. Expense for workers' compensation is recognized in operating expenses—compensation and benefits on the consolidated statements of comprehensive loss. We present estimated insurance reserves without reduction for related per-claim insurance maximum exposure retention amounts for which corresponding assets have been recorded of $1.6 million and $1.5 million as of December 31, 2015 and 2014, respectively.

The accrual for cargo claims totaled $5.1 million and $5.3 million at December 31, 2015 and 2014, respectively, and is included in other accrued liabilities. Liabilities for self-insurance for group health claims are included in accounts payable and totaled $1.9 million and $1.5 million as of December 31, 2015 and 2014, respectively. Following is a rollforward of the claims and insurance reserve accounts activity:

Fair Value Measurements. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Recently Issued Accounting Standards. In August 2014, the Financial Accounting Standards Board ("FASB") issued guidance on the disclosure of uncertainties about an entity's ability to continue as a going concern. This standard provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company expects to adopt this guidance on January 1, 2017 and does not expect the adoption of this guidance to have any impact on its financial position, results of operations or cash flows.

In May 2014, the FASB issued guidance on revenue recognition. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB agreed to a one-year deferral of the effective date of the new revenue recognition guidance so that it is now effective for interim and annual periods beginning after December 15, 2017. The new guidance will become effective for the Company beginning with the first quarter of 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is currently evaluating the effect of this update on its financial position, results of operations and cash flows.

In February 2015, the FASB issued Accounting Standards Update ("ASU") 2015-02, Consolidation, which amends the current consolidation guidance to change the manner in which a reporting entity assesses certain characteristics used to determine if an entity is a variable interest entity. This new guidance is effective for the Company in the first quarter of 2016, with early adoption permitted, including in any interim period. The Company adopted this guidance on January 1, 2016 and the adoption of this guidance did not have any impact on its financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest, which amends the current guidance to change the manner in which debt issuance costs are presented on an entity's balance sheet. This new guidance will require the Company to present debt issuance costs related to recognized debt liabilities on the balance sheet as a direct deduction from the debt liability, as opposed to the current guidance that requires the recording of the cost of issuing debt as a separate asset. ASU 2015-03 requires retrospective application to all prior periods presented in the financial statements. This new guidance is effective for the Company in the first quarter of 2016, with early adoption permitted, including in any interim period. The Company adopted this guidance on January 1, 2016. If the Company had adopted this standard during year ended December 31, 2015, the result would have been to reduce deferred financing costs, net within long-term assets and to reduce long-term debt in the consolidating balance sheets by $11.0 million and $11.6 million as of December 31, 2015 and December 31, 2014, respectively.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which requires that all deferred tax liabilities and assets be classified as non-current amounts on the balance sheet. ASU 2015-17 is effective for interim and annual periods beginning after December 15, 2016 and may be applied prospectively or retrospectively. Early adoption of the standard is permitted.

The Company early adopted this standard prospectively on December 31, 2015, and no prior periods were adjusted upon adoption. The adoption of this standard had no effect on the Company's results of operations, financial condition or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize a lease liability and a right of use asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect of this update on its consolidated financial statements.

The Company had total goodwill of $32.2 million and $46.6 million as of December 31, 2015 and 2014 and net intangible assets of $28.6 million and $33.4 million as of December 31, 2015 and 2014, respectively.

	Indefinite Lived					Definite Lived

Transport Segment (in thousands)	Goodwill			Customer Relationships		Customer Relationships			Non-Compete Agreement			Trade Names			Total Intangibles
Balance at December 31, 2012	$	11,138		$	20,356	$	5,837		$	1,140		$	—		$	27,333
Acquisitions		15,408			—		4,440			756			660			5,856
Amortization		—			—		(1,025	)		(360	)		—			(1,385	)

Balance at December 31, 2013	$	26,546		$	20,356	$	9,252		$	1,536		$	660		$	31,804
Segment reclassification		(816	)		—		(1,038	)		—			(660	)		(1,698	)
Acquisitions		(586	)		—		—			72			—			72
Amortization		—			—		(1,337	)		(774	)		—			(2,111	)

Balance at December 31, 2014	$	25,144		$	20,356	$	6,877		$	834		$	—		$	28,067
Amortization		—			—		(1,333	)		(774	)		—			(2,107	)

Balance at December 31, 2015	$	25,144		$	20,356	$	5,544		$	60		$	—		$	25,960

	Indefinite Lived			Definite Lived

	Indefinite Lived			Customer Relationships			Vendor Relationships			Non-Compete Agreement			Trade Names			Total Intangibles
Logistics Segment (in thousands)	Goodwill			Customer Relationships			Vendor Relationships			Non-Compete Agreement			Trade Names			Total Intangibles
Balance at December 31, 2012	$	18,781		$	1,751		$	471		$	2,157		$	—		$	4,379
Impairment		(4,663	)		—			—			—			—			—
Acquisitions		5,847			1,990			—			—			900			2,890
Amortization		—			(447	)		(326	)		(626	)		—			(1,399	)

Balance at December 31, 2013	$	19,965		$	3,294		$	145		$	1,531		$	900		$	5,870
Segment reclassification		816			1,038			—			—			660			1,698
Acquisitions		838			—			—			—			—			—
Amortization		—			(1,171	)		(145	)		(626	)		(74	)		(2,016	)
Currency translation adjustment		(180	)		(116	)		—			—			(77	)		(193	)

Balance at December 31, 2014	$	21,439		$	3,045		$	—		$	905		$	1,409		$	5,359
Impairment		(14,118	)		(642	)		—			(592	)		—			(1,234	)
Amortization		—			(881	)		—			(313	)		(124	)		(1,318	)
Currency translation adjustment		(217	)		(135	)		—			—			(28	)		(163	)

Balance at December 31, 2015	$	7,104		$	1,387		$	—		$	—		$	1,257		$	2,644

During the fourth quarter of 2013, as part of the annual impairment test, the Company determined the book value of goodwill at AES, a subsidiary of the Company within its Logistics segment, which provides the brokering of international shipments of cars, trucks and construction equipment from various ports in the U.S. to various international destinations by third-party ship, exceeded its fair value and recognized $4.7 million of goodwill impairment. The decrease in fair value of the AES reporting unit was due to revised projected sales growth rates, profit, and cash flows that were below the Company's previous projections, partially as a result of governmental budgetary issues which curtailed capital investment for infrastructure projects in Nigeria, a major market for AES. These issues caused one revenue stream of the Company's logistics business, shipments of large machinery from the U.S., to decline. The Company determined the fair value of the AES reporting unit using a combination of an income approach using discounted cash flow analysis and a market approach comparing actual market transactions of businesses that are similar to those of the Company. In addition, market multiples of publicly traded guideline companies were also considered. The Company considered the relative strengths and weaknesses inherent in the valuation methodologies utilized in each approach and consulted with a third party valuation specialist to assist in determining the fair value. Based on this analysis, it was determined that the fair value did not exceed carrying value and performing Step 2 of the analysis was required. Based on the Step 2 analysis, a $4.7 million impairment charge was recorded. During the fourth quarter of 2014, based on operating results to date, the Company performed Step 1 analysis using the same approach as discussed above and concluded that the fair value exceeded the carrying value of AES and therefore no Step 2 analysis was necessary. No impairment was recorded for the year ended December 31, 2014.

As a result of further negative changes in the business climate at AES, an interim assessment of the goodwill and intangibles at AES was performed during the second quarter of 2015. As a result of the assessment, the Company determined the book values of goodwill and intangible assets at AES exceeded the fair values and recognized $14.1 million of goodwill impairment and $1.2 million of intangible asset impairment for the year ended December 31, 2015. The decrease in fair value of the AES reporting unit and intangible assets was due to reduced rates of growth for sales, profits, and cash flows, and revised expectations for future performance that were below the Company's previous projections, primarily as a result of increased price competition starting in the second quarter of 2015, and weak export demand of vehicles to Nigeria, a major market within which AES operates. These issues have caused one revenue stream of the logistics business, shipments of vehicles from the U.S. to Nigeria, to decline.

Definite-lived intangible assets are amortized on a straight-line basis over a period of 10 years for Transport customer relationships and 4 years for Logistics customer relationships, 20 years for Logistics trade names, and between 2 and 5 years for non-compete agreements. Estimated annual amortization expense on definite-lived intangible assets as of December 31, 2015 is expected to total $2.2 million for 2016, $2.1 million for 2017, $1.0 million for 2018, $0.6 million for 2019, $0.5 million for 2020, and $1.8 million thereafter.

The Company is party to the Credit Facility which provides a revolving line of credit of $100 million, with the amount available to borrow determined by a borrowing base calculation based on accounts receivable and vehicles owned less letters of credit and other offsets. The Credit Facility is subject to certain borrowing base limitations and matures at the earlier of (i) June 18, 2018 or (ii) the date that is 90 days prior to the then extant maturity date of the Term Loan. As of December 31, 2015, there was $50.6 million in outstanding borrowings under the Credit Facility with a weighted average interest rate of 2.99%. At December 31, 2014, there was $72.7 million in outstanding borrowings under the Credit Facility. As of December 31, 2015, the Company had $39.3 million available for borrowings, without consideration of maximum revolver amount threshold discussed below.

All borrowings under the Credit Facility bear interest at the Base Rate plus the Base Rate Margin, or at the Company's option, at the LIBOR Rate plus the LIBOR Rate Margin (in minimum amounts of $1 million). The Base Rate is the greatest of (a) the Federal Funds Rate plus 50 basis points (b) the one-month LIBOR Rate plus one percentage point, and (c) the lenders' prime rate. The applicable Base Rate Margin is based on the average monthly excess availability for the prior month when compared to the Maximum Revolver Amount of $100 million. If the average monthly excess availability is greater than 66% of the Maximum Revolver Amount, the Base Rate Margin will be 1.25 percentage points; if the average monthly excess availability is less than or equal to 66% of the Maximum Revolver Amount but greater than 33% of the Maximum Revolver Amount, the Base Rate Margin will be 1.50 percentage points and if the average monthly excess availability is less than or equal to the Maximum Revolver Amount, the Base Rate Margin is 1.75 percentage points. The LIBOR Rate Margin is 2.25 percentage points if the average monthly excess availability is greater than 66% of the Maximum Revolver Amount, 2.5 percentage points if the average monthly excess availability is less than or equal to 66% of the Maximum Revolver Amount but greater than 33% of the Maximum Revolver

Amount and 2.75 percentage points if the average monthly excess availability is less than or equal to 33% of the Maximum Revolver Amount. If at any time an event of default occurs, the LIBOR option would no longer be available. Letters of credit will bear interest at the LIBOR Rate Margin.

The Credit Facility contains customary representations, warranties and covenants including, but not limited to, certain limitations on the Company's and its subsidiaries' ability to incur additional debt, guarantee other obligations, create or incur liens on assets, make investments or acquisitions, make certain dispositions of assets, make optional payments or modifications of certain debt instruments, pay dividends or other payments to our equity holders, engage in mergers or consolidations, sell assets, change our line of business and engage in transactions with affiliates. If availability under the Credit Facility falls below 12.50% of the Maximum Revolver Amount, the Company will be required to maintain a fixed charge coverage maintenance ratio of at least 1.10:1.00 for a specified time. If excess availability under the Credit Facility falls below 12.50% of the Maximum Revolver Amount, the lender may automatically sweep funds from the Company's cash accounts to pay down the revolver. At December 31, 2015 and 2014, the Company's availability under the Credit Facility exceeded the specified threshold amounts and accordingly, the Company was not in a financial covenant period.

The Company uses the Credit Facility for working capital needs, borrowing from, and repaying the facility on a short-term basis. Borrowings under the Credit Facility are reflected within current liabilities on the consolidated balance sheets.

On March 31, 2015, the Company entered into a senior secured term loan facility (the "Term Loan") in the principal amount of $62.5 million issued at a 4.0% discount with MSDC JC Investments, LLC ("MSDC"), as agent and lender. The proceeds from the Term Loan were used to pay down outstanding borrowings on the Credit Facility and for general corporate purposes. During the year ended December 31, 2015, the Company capitalized $2.5 million of deferred financing costs related to the issuance of the Term Loan. As of December 31, 2015, the Term Loan bore an interest rate of LIBOR plus 6.0% per annum (9.0% at December 31, 2015), subject to a LIBOR floor of 3.0%.

On December 23, 2015, the Company entered into an amendment to the Term Loan which extended the maturity date of the Term Loan to October 18, 2018 and, effective January 2, 2016, increased the applicable interest rate on the Term Loan by 1.0% per annum. As a result, effective January 2, 2016, the Term Loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum. Further, if the Term Loan is prepaid with the proceeds of a qualified equity raise, the Company will pay an additional premium equal to the present value of the additional 1.0% interest accruing from January 2, 2016, if paid through the maturity date, as a make whole premium. In consideration for the amendment, the Company paid MSDC a fee of $0.6 million.

The Term Loan is guaranteed by certain domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries and a pledge of 65% of the outstanding equity of the Company's first-tier foreign subsidiaries. MSDC's liens have first priority status on the ABL Collateral (as defined in the JCHC Indenture) and second priority status on the Notes Collateral (as defined in the JCHC Indenture) to the same extent as the liens of the lenders under the Credit Facility in such assets (as contemplated by the Intercreditor Agreement (as defined in the JCHC Indenture)), but are junior to the liens of the lenders under the Credit Facility.

In connection with the execution of the Term Loan agreement, on April 2, 2015, the Company entered into an amendment to the Credit Agreement (the "Third Amendment"), pursuant to which the Credit Facility was amended to permit the incurrence of the Term Loan under the Credit Agreement and to provide that the Credit Facility will mature on the earlier of June 18, 2018, or the date that is 90 days prior to the then extant maturity date of the Term Loan (as amended, restated, modified, changed, refinanced, or replaced). The Third Amendment also imposes an availability block under the Credit Facility of $6.25 million so long as any indebtedness is outstanding under the Term Loan (or MSDC has any commitment to extend credit resulting in incurrence of such indebtedness), and makes certain conforming amendments to the covenants with respect to the prepayment, redemption, purchase or acquisition of other indebtedness and to certain of the events of default under the Credit Facility.

2020 Notes. The Company has outstanding $375 million principal amount of 9.25% Senior Secured Notes due 2020, issued and sold through a private placement to qualified institutional buyers pursuant to Rule 144A, promulgated under the Securities Act. The 2020 Notes were issued pursuant to an indenture dated June 18, 2013 (the "Indenture"), by and among the Company, the guarantors party thereto, and U.S. Bank National Association, as trustee. Interest on the 2020 Notes is payable semi-annually in cash in arrears on June 1 and December 1 of each year.

The 2020 Notes are guaranteed on a full and unconditional basis by all of the Company's domestic subsidiaries. In connection with the issuance of the 2020 Notes, the Company and certain of its subsidiaries entered into a Security Agreement (the "Security Agreement"), pursuant to which the 2020 Notes and related guarantees are secured by (i) a second-priority security interest in the assets that secure the Credit Facility (including rigs and other vehicles, accounts receivable, inventory, deposit and security accounts and tax refunds), and (ii) a first-priority security interest in certain other of the Company's assets, including the outstanding equity of the Company's domestic subsidiaries and 65% of the outstanding equity of the Company's first-tier foreign subsidiaries. Further, the Security Agreement provides that in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any guarantor of the Company due to the fact that such guarantors' securities secure the 2020 Notes, then such securities shall to the extent necessary to eliminate the need for such filing, automatically be deemed not to constitute security for the 2020 Notes (the "Collateral Cutback Provision"). Rule 3-16 of Regulation S-X requires separate financial statements for any subsidiary whose securities are collateral, if the par value, book value or market value, whichever is greater, of its capital stock pledged as collateral equals 20% or more of the aggregate principal amount of the notes secured thereby.

The collateral under the Security Agreement includes capital stock of the following companies:

In accordance with the Collateral Cutback Provision, the collateral securing the 2020 Notes and the related guarantees includes shares of capital stock only to the extent that the applicable value of such capital stock, determined on an entity-by-entity basis, is less than 20% of the principal amount of the 2020 Notes outstanding.

The Company has determined that the book and market value of the capital stock of Jack Cooper Transport Company Inc. ("JCT") exceeded 20% of the principal amount of the 2020 Notes (i.e., $75 million) as of December 31, 2015. As a result of the Collateral Cutback Provision, the pledge of the capital stock of JCT with respect to the 2020 Notes is limited to its capital stock with an applicable value of less than $75 million. The aggregate percentage of the Company's consolidated assets and revenues represented by JCT as of December 31, 2015 is estimated to be 89% and 94%, respectively.

As described above, the assets of JCT (and of the Company's other domestic subsidiaries) have been separately pledged as security for the 2020 Notes and it is a guarantor of the obligations under the 2020 Notes. No other subsidiary whose capital stock has been pledged is currently subject to the Collateral Cutback Provision. The Company determined the book value of each subsidiary whose capital stock constitutes collateral under the Security Agreement based on the book value of the equity securities of each such subsidiary as carried on the Company's balance sheet as of December 31, 2015, prepared in accordance with GAAP. JCT and the Company's other subsidiaries' market value was based on internal estimates of fair market value and did not include a third party valuation. Therefore, it should not be considered an indication as to what any such subsidiary might be able to be sold for in the market.

The portion of the capital stock of the Company and the subsidiaries constituting collateral securing the 2020 Notes and the related guarantees may decrease or increase as the applicable value of such capital stock changes. As long as the applicable value of the capital stock of JCT exceeds 20% of

the principal amount of the 2020 Notes, the value of its capital stock securing the notes and related guarantees will not change. If the applicable value of the capital stock of JCT falls below 20% of the principal amount of the notes, 100% of the capital stock of that entity will secure the obligations under the 2020 Notes and related guarantees.

The proceeds from the 2020 Notes and availability under the Credit Facility discussed in Note 4 were primarily used for the repurchase of $157.5 million aggregate principal amount of the Company's previously issued senior notes (as further described below), the redemption of the Company's preferred stock (as discussed in Note 6), payment of fees associated therewith and the Allied Acquisition. The Company recognized a loss on extinguishment of $22.4 million related to the redeemed notes during the year ended December 31, 2013, which includes $1.3 million of prepayment penalties related to untendered notes redeemed in July 2013 not included in loss on extinguishment within the consolidated statement of cash flows. The loss on extinguishment is included with interest expense, net in the consolidated statement of comprehensive loss.

In connection with the issuance of the 2020 Notes, the Company entered into registration rights agreements, pursuant to which the Company is required to register 2020 Notes under the Securities Act (the "Exchange Notes") having substantially identical terms to the 2020 Notes and to complete an exchange of the privately placed 2020 Notes for the publically registered Exchange Notes, or under certain circumstances, to file and keep effective a shelf registration statement for resale of the 2020 Notes. Failure of the Company to meet the requirements of the registration rights agreements within one year of June 18, 2013 triggered a requirement that the Company pay additional interest of up to 1.0% of the face value of the 2020 Notes until the Company has achieved compliance therewith. Because the Company did not complete the exchange offer in a timely manner pursuant to the registration rights agreements, the interest rate has increased, and as of December 31, 2015, interest accrued at 10.25% per annum.

As of December 31, 2013, the Company considered the relevant facts and circumstances and determined that an accrual of $2.5 million related to additional interest under the registration rights agreements was required as the Company did not expect to be able to register the 2020 Notes until June 2015. As of December 31, 2014, the Company considered the relevant facts and circumstances and determined that an accrual of $1.9 million, in addition to the $2.5 million accrued during 2013, was necessary to allow for registration and exchange of the 2020 Notes by December 2015. As of December 31, 2015, the Company considered the relevant facts and circumstances and determined that an accrual of $2.3 million, in addition to the $4.8 million accrued during 2014 and 2013, was necessary to allow for registration and exchange of the 2020 Notes by August 2016.

The Indenture contains certain covenants, including covenants which, subject to certain exceptions, limit the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to incur additional indebtedness, engage in certain asset sales, make certain types of restricted payments, engage in transactions with affiliates and create liens on assets of the Company or the guarantors. The Company was in compliance with all applicable covenants as of December 31, 2015 and 2014 under the Indenture, except for the payment of additional interest of $0.6 million for interest accrued from June 19, 2014 to November 30, 2014, which was inadvertently not correctly included with the regular interest rate payment on December 1, 2014. The additional interest was accrued within our consolidated financial statements as of December 31, 2014 and was paid March 6, 2015, which cured

the default under the Indenture. The Company received a waiver from the Credit Facility lender group which waived a cross-default created under the Credit Facility as a result of the Indenture default upon the payment of the additional interest.

Tender Offer and Consent Solicitation for Previously Issued Senior Notes. On June 3, 2013, the Company launched a tender offer and consent solicitation for its previously issued senior secured notes. Holders of $136.7 million aggregate principal amount (approximately 87%) validly tendered their previously issued senior secured notes. Further, on June 18, 2013, the Company delivered a notice of redemption to the remaining holders of the notes, which redemption occurred on July 18, 2013.

Aggregate annual maturities of long-term debt at December 31, 2015, excluding bond premium and discount, were as follows:

Backstop Financing Commitment. On August 30, 2013, the Company entered into a backstop financing commitment with one holder of the Company's common stock which provided for a $100 million senior secured term loan facility to fund the Allied Acquisition. In partial consideration for the backstop financing commitment, the Company paid the holder of common stock approximately $5.0 million, which was recorded as current deferred financing costs on the consolidated balance sheet and was subsequently amortized to interest expense over the expected life of the financing commitment. The commitment expired on December 27, 2013, concurrent with the closing of the Allied Acquisition. The Company also granted the holder a put and a warrant which are further discussed in Note 6.

Other Liabilities. Other liabilities were comprised of the following as of December 31:

In connection with the Merger, all shares of Class A Common Stock and Class B Common Stock of the Company were converted into an equal number of shares of Class A Common Stock and Class B Common Stock of JCEI, and all outstanding warrants and options to purchase shares of Common Stock in the Company were converted into warrants and options to purchase shares of Common Stock in JCEI, respectively.

Subsequent to the offering of the JCEI Notes, JCEI made a capital contribution of $14.8 million during the year ended December 31, 2014 to the Company primarily used to pay down the outstanding balance on the Credit Facility. The capital contribution from JCEI is included in the consolidated financial statements as additional paid-in capital, and included a $13.1 million cash contribution, and the transfer of the $2.4 million warrant liability to JCEI in connection with the Merger discussed in Note 1, offset in part by the non-cash settlement of certain JCEI obligations.

The certificate of incorporation of JCEI authorizes the issuance of up to 10 million shares of common stock, $0.0001 par value share. The common stock is separated into two (2) classes: Class A Common Stock consisting of 8 million authorized shares and Class B Common Stock consisting of 2 million authorized shares. All preferences, voting powers, relative, participating, optional or other special rights and privileges, and qualifications, limitations or restrictions of the common stock are subject and subordinate to those that may be fixed with respect to any shares of the preferred stock described below. Except as otherwise required by the General Corporation Law of the State of Delaware ("DGCL"), the holders of Class A Common Stock possess all voting powers for all purposes, including the election of directors. The holders of Class B Common Stock have no voting power on or any right to participate in any proceedings in which the Company or its stockholders take action. Each share of Class A Common Stock has one vote on each matter submitted to a vote of stockholders. The holders of shares of Class A Common Stock vote together with all other shares of capital stock as a single class on all matters submitted for a vote or consent of stockholders except where otherwise required by law or as set forth in the certificate of incorporation. Subject to the rights and privileges of any then outstanding shares of preferred stock, dividends may be declared and paid on the common stock from lawfully available funds as and when determined by the Board of Directors. In the event of liquidation, the holders of shares of common stock are entitled to receive all assets of JCEI, which includes all assets of the Company, available for distribution to stockholders, subject to the rights and preferences of any then outstanding shares of preferred stock.

The certificate of incorporation of JCEI authorizes the issuance of up to 5 million shares of preferred stock, $0.0001 par value per share. The Board of Directors is authorized to provide for the issuance of all or any shares of preferred stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the DGCL, including, without limitation, the authority to provide that any such

class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of JCEI; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. No preferred stock was outstanding as of December 31, 2015 and 2014.

During the years ended December 31, 2012 and 2011, the Company issued Series A Preferred Stock, Series B Non-Convertible Preferred Stock, Series C Non-Convertible Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock initially recorded at fair value and classified as Capital Subject to Redemption in the consolidated balance sheets. The carrying amounts were not subsequently remeasured as it was not considered probable that the capital stock subject to redemption would remain outstanding as of March 31, 2016.

On June 3, 2013, the Company commenced a cash tender offer and consent solicitation to purchase all outstanding shares of Series B preferred stock at a purchase price equal to 120% of the sum of the original purchase price of such stock plus 120% of the accrued and unpaid dividends on such stock plus a consent payment of $0.05 per share. Holders of all 370,000 shares of Series B Preferred Stock validly tendered their shares and validly delivered the requisite consents on June 28, 2013. On July 3, 2013, the Company accepted for payment all outstanding shares of Series B Preferred Stock for a purchase price of $121.87 per share or $45.1 million in the aggregate including redemption premiums.

On July 1, 2013, the Company notified the holders of its outstanding Series A, Series C, Series D and Series E preferred stock of the redemption of each series of preferred stock scheduled for July 3, 2013 according to each series' certificate of designations. A portion of the proceeds from the 2020 Notes issued in June 2013 and the increase in the Credit Facility were used to pay the tender offer price of $63.1 million for the Series B preferred stock, the redemption price and redemption premiums for the Series C preferred stock, and the redemption price for the Series A, Series D and Series E preferred stock on July 3, 2013.

No Series A, B, C, D, or E Preferred Stock were outstanding as of December 31, 2015 and 2014.

On November 29, 2010, the Company completed a debt offering for 122,500 units. Each unit consisted of one note of the Company's previously issued senior secured notes having a principal amount at maturity of $1,000 and a warrant, which entitles the holder, subject to certain conditions, to purchase one share of Class B Common Stock at an exercise price of $0.01 per share, subject to adjustment under certain circumstances. The notes and the warrants became separately transferable on December 7, 2010. The warrants expire on December 15, 2017, if not previously exercised. The warrants were initially valued at $6.7 million using valuation methods including discounted cash flows and the Pratt Stats comparable transaction methods.

On May 6, 2011, the Company issued warrants to purchase 82,962 shares of its Class B Common Stock. The warrants, with an estimated fair value of $5.0 million at time of issuance, entitle the holders to purchase shares of Class B Common Stock at an exercise price of $0.01 per share and were substantially identical to the warrants issued by the Company in connection with its notes offering in November 2010.

On September 18, 2013, in connection with a backstop financing commitment for the Allied Acquisition, the Company issued a warrant (the "Backstop Financing Warrant") to purchase 26,433 shares of Class B Common Stock to a stockholder of the Company. The Backstop Financing Warrant had an exercise price of $77.21 per share, which was reduced to $72.42 per share pursuant to a provision in the warrant agreement whereby the exercise price is reduced by the amount of dividends paid per common share while the warrant is outstanding. Prior to all of the Company's outstanding warrants' conversion into warrants to purchase shares of common stock in JCEI as discussed in Note 2, the Backstop Financing Warrant had a fair value of $2.4 million. Also on September 18, 2013, the Company granted the same stockholder the right to put up to 44,520 shares of Class B Common Stock to the Company for repurchase at a price of $77.21 per share. The equity related to the put right was converted to JCEI Class B Common Stock in connection with the Merger. The put option was not exercised and expired on September 17, 2014, and had an inconsequential fair value when JCEI was formed on June 5, 2014.

On May 28, 2014, three related-party warrant holders exercised an aggregate of 38,731 warrants for an exercise price of $0.01 per share in exchange for 38,731 shares of Class B Common Stock of JCHC. The exercise entitled the holders to receive dividends held in escrow in the aggregate amount of $0.3 million resulting from previous dividend distributions by the Company, the payment of which was made from restricted cash.

The Company accounts for the cost of stock-based payments over the service period based on the fair value of the award at the date of the grant (or service inception period). In connection with the Merger, all outstanding options to purchase Class B Common Stock of the Company as of the date of the Merger were converted into options to purchase Class B Common Stock of JCEI. Because the JCEI option holders are directors or employees of the Company, the associated stock compensation expense continues to be recorded within selling, general, and administrative expense on the Company's consolidated statement of comprehensive loss for the years ended December 31, 2015 and 2014. Also in connection with the Merger, the vesting schedule of the 2011 Options was accelerated such that all 2011 Options became fully vested and exercisable for shares of JCEI Class B Common Stock on June 10, 2014. Stock compensation expense of $0.3 million related to the accelerated vesting of the options was included within selling, general and administrative expense on the Company's consolidated statements of comprehensive loss for the year ended December 31, 2014.

On November 14, 2013, certain members of management and directors were granted a total of 47,172 stock options to purchase shares of Class B Common Stock at an exercise price of $104 per share (the "2013 Options"), which were valued at $2.3 million using a Black-Scholes model. The expected dividend yield assumed for the 2013 was zero, the expected volatility was 44.8%, the expected term was six years and the risk-free interest rate was 2.45%. As the Company's shares are not publicly

traded, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The options have a 10 year term, vest and become fully exercisable as to 1/5 of the number of options during each of five successive one year anniversaries from the grant date.

On August 20, 2014, the Board of Directors of JCEI approved the re-pricing of the 2013 Options. These options had a per share exercise price in excess of the then fair market value per share of Class B Common Stock, due in part to the extraordinary dividend that was paid to holders of its common stock by JCEI in July 2014 for which no adjustment was made to the outstanding options at that time. As a result, the exercise price of these options was decreased to $48.00 per share.

On August 20, 2014, the Board of Directors of JCEI approved stock option grants to certain directors and 29 key employees, for the purchase of a total of 65,700 shares of Class B Common Stock of JCEI at an exercise price of $48.00 per share. The stock options were granted pursuant to non-statutory stock option agreements between JCEI and each recipient. The expected dividend yield assumed for the 2014 grants was zero, the expected volatility was 43.3%, the expected term was 6.5 years and the risk-free interest rate was 2.07%. Expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The options have a 10 year term, and vest and become fully exercisable on the third anniversary of the grant date.

During 2015, 2014, and 2013, the Company recorded $0.9 million, $1.7 million, and $0.3 million, respectively, of stock-based compensation expense within selling, general, and administrative expense on the consolidated statement of comprehensive loss.

The Company declared and paid dividends of $0.1 million on its Series A Preferred Stock and declared and paid dividends of $4.3 million on its Series B Preferred Stock during the year ended December 31, 2013. The Company paid accrued dividends on its Series D Preferred Stock and Series E Preferred Stock of $0.3 million during the year ended December 31, 2013 as part of the redemption of such preferred stock. The Company declared $6.0 million and paid $5.6 million of dividends on its common stock during the year ended December 31, 2013, with the remaining $0.4 million included in other accrued liabilities as of December 31, 2013 and paid during January 2014.

On February 7, 2014, the Company purchased 5,485 shares of Class B Common Stock from one employee at a purchase price of $0.5 million.

In connection with the Merger, treasury stock repurchases of 32,910 shares of Class A Common Stock and 27,425 shares of Class B Common Stock were retired.

A reconciliation of loss before income taxes by jurisdiction and the components of total provision for income taxes for the years ended December 31, 2015, 2014 and 2013 was as follows:

(in thousands)	2015			2014			2013

Loss before income taxes by jurisdiction:
Federal	$	(51,883	)	$	(45,653	)	$	(50,543	)
Foreign		(17,004	)		(15,862	)		(2,730	)

Total loss before income taxes	$	(68,887	)	$	(61,515	)	$	(53,273	)



Current provision (benefit) for income taxes:
Federal	$	137		$	140		$	122
State		442			304			(53	)
Foreign		165			(78	)		(71	)

Total current provision (benefit) for income taxes	$	744		$	366		$	(2	)



Deferred income tax expense (benefit):
Federal	$	431		$	448		$	(439	)
State		125			39			34
Foreign		(271	)		366			(560	)

Total deferred income tax expense (benefit)	$	285		$	853		$	(965	)



Total provision (benefit) for income taxes	$	1,029		$	1,219		$	(967	)

Income taxes from continuing operations for the three years ended December 31, 2015, 2014 and 2013 differ from the amounts computed by applying the statutory U.S. federal income tax rate of 35 percent to loss before income taxes as a result of the following:

During 2015, the Company recognized $0.02 million of deferred benefit related to continuing operations with offsetting deferred tax expense in other comprehensive income included in the Statement of Consolidated Comprehensive Loss due to the application of intraperiod tax allocation rules under ASC 740. This allocation has no effect on the total tax provision or total valuation allowance.

Provision for income tax expense (benefit) allocated to other comprehensive loss consisted of unrecognized net periodic pension and other post-retirement benefit costs for the years ended December 31, 2015, 2014 and 2013 as well as marketable securities held-for-sale for the year ended December 31, 2015:

Components of the net deferred income tax liability at the end of each year are as follows:

(in thousands)	2015			2014

Deferred tax assets:
Accrued pension liability	$	5,434		$	7,385
Accrued vacation		2,337			2,394
Allowance for bad debt		634			1,012
Health insurance reserve		727			550
Accrued cargo reserve		334			289
Transaction expenses		2,741			2,949
Stock based compensation		870			520
Other accrued expenses		764			1,115
Accrued workers' compensation		2,487			6,076
Federal and state net operating loss carryforwards		82,529			64,639
Registration rights		1,030			1,691
Unrealized foreign exchange loss		2,524			838
Other		1,524			451

Gross deferred tax assets		103,935			89,909
Less valuation allowance		(85,377	)		(66,741	)

Net deferred tax assets		18,558			23,168

Deferred tax liabilities:
Depreciation		(16,708	)		(19,584	)
Intangible assets		(9,411	)		(10,829	)
Prepaid expenses		(1,944	)		(1,879	)
Other		—			(72	)

Gross deferred tax liabilities		(28,063	)		(32,364	)

Net deferred tax liabilities	$	(9,505	)	$	(9,197	)

The above net deferred liability is presented on the consolidated balance sheets as of December 31, 2015 and 2014 as follows:

The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. Because of the recent losses before income taxes, management's ability to rely on future expectations of taxable income is reduced and, therefore, in management's judgment, the realization of its deferred tax assets is not more likely than not. As a result, the Company recognized valuation allowances of $18.6 million, $23.4 million, and $15.0 million for the years ended December 31, 2015, 2014, and 2013, respectively, on deferred tax assets, primarily related to federal and state net operating loss carryforwards.

As of December 31, 2015, the Company had U.S. gross federal operating loss carryforwards of approximately $204.6 million that expire in varying amounts between 2029 and 2035, and gross state operating loss carryforwards of approximately $180.0 million that expire in varying amounts through 2035. Additionally, as of December 31, 2015, the Company had gross foreign operating loss carryforwards of approximately $13.8 million that expire in varying amounts between 2019 and 2035. Related to these loss carryforwards, the Company has recorded U.S. federal and foreign tax benefits of $71.6 million and $3.7 million, respectively, and net state tax benefits of $7.9 million before consideration of the valuation allowance. The Company's U.S. federal tax returns for tax years 2011 forward remain open and subject to examination. Generally, the Company's state, local and foreign tax returns for years as early as 2011 forward remain open and subject to examination, depending on the jurisdiction. As of December 31, 2015, there were no ongoing federal, state, or foreign income tax examinations.

As a result of the creation and acquisition of new entities as part of the Allied Acquisition, the Company will file income tax returns in the Netherlands and Mexico, in addition to its current legacy filing requirements in the U.S. and Canada. The Company has not recognized deferred taxes relative to its foreign undistributed earnings of approximately $0.4 million as such foreign subsidiary earnings are deemed permanently reinvested. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable due to the complexities associated with its hypothetical calculation.

A reconciliation of the unrecognized tax benefits for the years ended December 31, 2015, 2014 and 2013 is as follows:

At December 31, 2015, 2014 and 2013, the Company had $0.2 million $0.2 million, and $0.3 million, respectively, of unrecognized tax benefits, net of federal benefit that, if recognized, would affect the effective tax rate. The total accrued liability for income tax related interest and penalties were $0.2 million, $0.2 million, and $0.2 million at December 31, 2015, 2014 and 2013, respectively.

The Company participates in multi-employer pension plans that provide benefits to certain employees covered by collective bargaining agreements. The Company paid contributions to the plans based on specified amounts per day's work for covered employees. Expense for these plans is recognized in operating expenses—compensation and benefits on the consolidated statements of comprehensive loss as contributions are funded. In the event of termination or withdrawal from the plans or certain other events, the Company could be liable for its share of vested benefits over plan assets.

The Company is a participating employer in the Central States, Southeast and Southwest Areas Pension Plan (the "Central States Fund"), a multi-employer pension plan. The Company has been informed that the Central States Fund's funding status has been adversely affected by severe investment losses in recent years, a decline in the number of active participants and an increasing number of retirees among other factors. Consequently, employer contribution levels set by collective bargaining agreements are expected to be inadequate to meet the minimum funding standard requirements imposed by the Internal Revenue Code and related regulations. On December 16, 2014, Congress enacted The Kline-Miller Multiemployer Pension Reform Act (the "MRPA"), which established a new process for multi-employer pension plans to propose a temporary or permanent reduction of pension benefits if the plan is projected to become insolvent. In order for the reductions to take place, the plan trustees have to submit an application to the U.S. Department of Treasury (the "Treasury") showing that proposed pension benefit reductions are necessary to keep the plan from becoming insolvent. On September 25, 2015, the Central States Pension Fund submitted a proposed pension rescue plan to the Treasury under the MPRA, which includes benefit reductions for Central States participants. If approved by both the Treasury and a subsequent vote of the plan participants, benefit reductions under

Central States' proposed pension rescue plan will, under current rules, become effective around July 1, 2016. Absent the approval of the proposed rescue plan by the Treasury, the Company believes that the Central States Fund would not meet the minimum funding requirements. Currently, no additional contributions are required by the Company to eliminate the current funding deficiency.

The Company contributed $42.4 million, $42.5 million and $30.5 million to the U.S. and Canadian multiemployer pension plans for the years ended December 31, 2015, 2014 and 2013, respectively. The following table provides additional information related to its participation in U.S. multiemployer pension plans for the year ended December 31, 2015:

		Pension Protection Act Zone Status(a)						Contributions (in thousands)							Expiration date of collective bargaining agreement

					5% Contributor
				FIP/ RP Status Pending/ Implemented	5% Contributor									Surcharge Imposed
Fund	Plan's EIN	2015	2014	FIP/ RP Status Pending/ Implemented	2015	2014	2013	2015		2014		2013		Surcharge Imposed
Central States, Southeast and Southwest Areas Pension Plan	36-6044243	Red	Red	Implemented	No	No	No	$	35,639	$	34,663	$	24,717	No	8/31/2015
International Brotherhood of Teamsters Union Local No. 710 Pension Fund	36-2377656	Green	Green	N/A	No	No	No		608		412		390	No	8/31/2015
Teamsters Local 560 Benefit Fund	73-0493030	Red	Red	Implemented	Yes	Yes	Yes		1,588		1,939		2,120	No	8/31/2015
Central Pennsylvania Teamsters Defined Benefit Plan	23-6262789	Green	Green	N/A	No	No	No		19		33		18	No	8/31/2015
Teamster Pension Fund of Philadelphia and Vicinity	23-1511735	Red	Red	Implemented	No	No	No		402		372		328	No	8/31/2015
Teamsters Joint Council No. 83 of Virginia Pension Fund	54-6097996	Yellow	Yellow	Implemented	No	No	No		314		386		359	No	8/31/2015
New England Teamsters & Trucking Industry Pension Fund	04-6372430	Red	Red	Implemented	No	No	No		311		232		230	No	8/31/2015
Freight Drivers and Helpers Local Union No. 557	52-6118055	Red	Red	Implemented	Yes	Yes	Yes		1,295		1,622		1,473	No	8/31/2015
Western Conference of Teamsters Pension Plan(b)	91-6145047	Green	Green	N/A	No	No	No		64		171		148	No	8/31/2015

Total contributions								$	40,240	$	39,830	$	29,783

In connection with the four Canadian defined benefit plans, the Company contributed approximately $1.8 million, $2.3 million, and $0.3 million for the years ended December 31, 2015, 2014, and 2013, respectively, to such plans. As these are foreign plans not subject to ERISA or the Pension Protection Act, they have not been included in the above tabular disclosure. The related Canadian collective bargaining agreements expire between May 2016 and December 2018.

Due to contribution base unit ("CBU") declines during the three-year periods ending December 31, 2011 and 2009, the Company estimates that it triggered partial withdrawals (the "2011 Withdrawal" and the "2009 Withdrawal", respectively) from the Teamsters of Philadelphia and Vicinity Pension Plan (the "Philadelphia Plan"). Although the ultimate liabilities were determined based on actual CBUs, the Company recorded initial estimated liabilities resulting from such partial withdrawals and re-evaluated the liabilities as additional information became known, including notifications from the trustee. The Company recorded $5.1 million of expense during the year ended December 31, 2013 related to the Philadelphia Plan for the estimated 2009 Withdrawal and the 2011 Withdrawal liabilities, which is included in compensation and benefits in the consolidated statement of comprehensive loss. On January 21, 2014, the Company received a notice of assessment of partial withdrawal from the Philadelphia Plan related to the 2009 Withdrawal. The withdrawal liability of $1.6 million was payable in quarterly installments of principal and interest of $0.3 million with interest computed at 5.2%. Payments commenced in March 2014 and the liability was fully paid on September 2015. As of December 31, 2014, in addition to the assessment for the 2009 Withdrawal, the Company continued to estimate that it had triggered additional liabilities of $3.5 million related to the Philadelphia Plan for the 2011 Withdrawal.

On July 9, 2015, the Company received an assessment from the Philadelphia Plan indicating the Company has a partial withdrawal liability of $3.7 million related to the 2011 Withdrawal, and as a result the Company recorded $0.2 million of additional liability during the year ended December 31, 2015. The remaining liability of $3.3 million related to the 2011 Withdrawal for which notification was received from the Philadelphia Plan and is included within current maturities of long-term debt and long-term debt on the consolidated balance sheet as of December 31, 2015, bears interest at a rate of 5.3% per annum and is payable in fifteen equal quarterly installments of $0.3 million, with final payment of $0.3 million due on June 7, 2019.

As of December 31, 2015, the Company has evaluated the liabilities for the Philadelphia Plan for contributions related to the three year periods since December 31, 2011 and has determined that no additional liabilities should be recognized for estimated partial withdrawals from the plan.

Due to CBU declines during the three-year periods ending December 31, 2014, 2013 and 2012, the Company estimates that it triggered partial withdrawals (the "2014 Withdrawal", "2013 Withdrawal" and "2012 Withdrawal", respectively) from the Western Conference of Teamsters Pension Trust (the "Western Conference Trust"). Although the ultimate liability will be determined based on actual 2015, 2014 and 2013 CBUs, respectively, the Company recorded initial estimated liabilities resulting from such partial withdrawals and re-evaluates the liability as additional information becomes known, including notifications from the trustee. The Company recognized an initial estimated withdrawal liability of $4.4 million during the year ended December 31, 2012 related to the 2012 Withdrawal. During the year ended December 31, 2013, based on new CBU estimates, the Company recorded an additional liability of $0.6 million related to the 2012 Withdrawal. On June 13, 2014, the Company received the assessment of partial withdrawal liability from the Western Conference Trust of $5.1 million related to the 2012 Withdrawal, and as a result recorded less than $0.1 million of additional liability as of December 31, 2014. The 2012 Withdrawal liability, for which assessment was received from the Western Conference Trust, was included within current maturities of long-term debt

on the consolidated balance sheet as of December 31, 2014, bore interest at the risk free rate from the Federal Reserve Bank of less than 1.0% and was payable in twelve equal monthly installments of $0.4 million commencing August 2014, with the final payment of $0.1 million made on August 10, 2015.

During the year ended December 31, 2013, the Company recognized an estimated withdrawal liability of $2.6 million related to the 2013 Withdrawal and during the year ended December 31, 2014, recorded an additional estimated liability of $0.5 million related to the 2013 Withdrawal. On August 10, 2015, the Company received an assessment from the Western Conference Trust indicating the Company has a partial withdrawal liability of $3.4 million related to the 2013 Withdrawal Liability, and as a result the Company recorded $0.3 million of additional expense during the year ended December 31, 2015. As of December 31, 2015, the remaining liability of $2.2 million related to the 2013 Withdrawal for which notification was received from the Western Conference Trust was included within current maturities of long-term debt on the consolidated balance sheet, bears interest at a rate of 7.0% per annum and is payable in eight equal monthly installments of $0.4 million beginning on October 10, 2015, with final payment in the amount of $0.1 million due on June 10, 2016.

During the year ended December 31, 2014, the Company recorded an estimated liability of $2.2 million related to the 2014 Withdrawal, and as of December 31, 2015 the estimated liability of $2.2 million remains unchanged. The Company expects to receive a partial withdrawal assessment from the Western Conference Trust related to the 2014 Withdrawal during 2016. Once assessment is received the Company expects to begin making payments of the finalized liabilities over the subsequent 12 month period.

As of December 31, 2015, the Company had evaluated the liability for the Western Conference Trust for all years for which it has not received a partial withdrawal assessment, including the three year period ended December 31, 2015, and has determined that no additional estimated withdrawal liability should be recognized.

In December 2011, the Company withdrew from the Automotive Industries pension plan, a multi-employer defined benefit pension plan. The liability associated with this full withdrawal totaled $3.6 million and is payable in quarterly installments of principal and interest totaling less than $0.1 million with interest computed at 7.25%. Payments commenced in March 2012 and will continue through December 2031. The withdrawal liability net of the current portion of $0.1 million was $3.1 million and $3.2 million, at December 31, 2015 and 2014, respectively, and is recorded within long-term debt on the consolidated balance sheets.

In June 2009, the Company received a notice of assessment of partial withdrawal from the Freight Drivers and Helpers Local Union No. 557 Pension Fund (the "Drivers Fund") due to a decline in its contributions to the Drivers Fund during a three year period from 2005 to 2007. The liability associated with this partial withdrawal totaled $2.6 million and is payable in monthly installments of principal and interest totaling less than $0.1 million with interest computed at 6.4%. Payments commenced in August 2009 and will continue through January 2020. The withdrawal liability net of the current portion of $0.3 million was $0.9 million and $1.1 at December 31, 2015 and 2014, respectively, and is recorded within long-term debt on the consolidated balance sheets.

Pursuant to collective bargaining agreements that are currently in place, the Company contributes to thirteen different multi-employer pension funds on behalf of covered union employees. On the most

recent withdrawal liability estimates provided to the Company by the respective funds, six of the thirteen multi-employer pension funds are underfunded exposing the Company to aggregate potential liability exceeding $796.6 million if it were to withdraw from all of these funds, with the largest potential withdrawal liability exposure of over $754.2 million related to the Central States Fund. If the Company were to withdraw from any multi-employer pension fund, either completely or partially, whether voluntarily or otherwise, it could be assessed with a multi-million dollar withdrawal liability. The withdrawing employer can pay the obligation in a lump sum or over time as determined by the employer's annual contribution rate prior to withdrawal, which, in some cases, could be up to 20 years.

The Company has a noncontributory defined benefit pension plan (the "JCT Plan") covering certain maintenance employees who meet the eligibility requirements. The Company's funding policy is to make the annual contribution to the plan equal to the maximum amount that can be deducted for income tax purposes. The benefits are based on years of service times a fixed monthly amount.

The Company uses a December 31 measurement date for the plans. Information about the plans' benefit obligations, assets and funded status are provided in the following tables:

The pension liability recognized on the consolidated balance sheets at December 31, 2015 and 2014 was $1.9 million and $1.8 million, respectively. Net actuarial gains (losses) recognized in accumulated other comprehensive income not yet recognized as components of net periodic benefit

cost for the years ended December 31, 2015, 2014, and 2013 was less than $0.1 million, $(1.0) million and $0.6 million, respectively.

The estimated amount that will be recognized from accumulated other comprehensive income into net periodic benefit cost during the year ended December 31, 2016 is comprised of $0.1 million of actuarial net loss. Assumptions used to determine pension information for the plans were:

The Company selected the discount rate based on weighted average market rates for a hypothetical portfolio of high-quality corporate bonds rated AA or better with maturities closely matched to the timing of projected benefit payments for each plan at its annual measurement date. The Company has estimated the long-term rate of return on plan assets based primarily on historical returns on plan assets, adjusted for changes in target portfolio allocations and recent changes in long-term interest rates based on publicly available information. The following benefit payments, which reflect expected future services, are expected to be paid as of December 31, 2015:

Plan assets are held by a bank-administered trust fund, which invests the plan assets in accordance with the provision of the plan agreement. The plan agreements permit investments in equity securities, debt securities and cash and cash equivalents, based on certain target allocation percentages. Asset allocation is primarily based on a strategy to provide stable earnings while still permitting the plan to

recognize potentially higher returns through a limited investment in equity securities. The target allocation percentages for 2015 and actual asset allocation percentages are as follows:

The following tables present the fair value measurements of assets of the plan measured at fair value on a recurring basis and the level within the fair value hierarchy as of December 31, 2015 and 2014:

Contributions to the plan were $0.1 million, zero, and $0.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. During 2016, the Company does not expect to make contributions to the plan.

The Company has defined contribution plans for all eligible union and non-union employees. Employer contributions under these plans are discretionary. Participants may elect to make

contributions to the plans by salary reduction subject to certain limits. Benefits are limited to plan assets, and the Company may amend or terminate the plans at any time. The Company contributed $0.8 million, $0.8 million, and $0.1 million of employer matching contributions for the years ended December 31, 2015, 2014, and 2013, respectively.

On December 27, 2013, the Company completed the Allied Acquisition for a total consideration of $141.7 million. The consideration paid was subject to an upward or downward, post-closing adjustment based on a comparison of the net working capital of the Allied Sellers as of December 27, 2013 to the target working capital of the Allied Sellers. The comparison of net working capital was completed during the first quarter of 2014 and no working capital purchase price adjustment was required. The goodwill resulting from the acquisition is not subject to amortization, is deductible for tax purposes in the U.S. and arose largely from the synergies and the immediate increase in the Company's capacity to meet strong customer demand and the assembled workforce expected from combining the operations. Professional services costs related to the acquisition of $2.3 million and $10.4 million are included in selling, general and administrative expenses in the Company's consolidated statement of comprehensive loss for the years ended December 31, 2014 and 2013, respectively.

The acquisition required allocation of the purchase price to the estimated fair values of the assets and liabilities acquired in the transaction. The allocation of purchase price was based on management's judgment with the assistance of a valuation assessment completed by a third party valuation specialist utilizing observable and unobservable (level 3) inputs. The $0.3 million difference between the initial

allocation and final allocation primarily relates to international tax adjustments, payables and revenue equipment. The final allocation of the purchase price for all accounts is shown in the table below.


Consideration	$	141,655
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents(1)	$	1,048
Accounts receivable(2)		15,400
Prepaid expenses		1,875
Property and equipment(3)		105,435
Intangible assets(4)		7,984
Other long-term assets		1,805
Accounts payable		(3,626	)
Accrued wages		(5,237	)
Accrued liabilities		(4,025	)
Deferred tax liability		(511	)

Total identifiable net assets acquired		120,148
Goodwill		21,507

Total net assets acquired	$	141,655

(1): Cash acquired at JCH Mexico ("Axis Mexico").
(2): Fair value of trade receivables with contractual amounts of $11.2 million, net of allowance of $0.4 million, and tax receivables of $4.2 million.
(3): Property and equipment acquired is primarily associated with rigs (including rigs held for sale), service equipment and vehicles of $96.4 million, land and buildings of $8.6 million, internally developed software of $0.3 million and other assets of $0.5 million.
(4): Intangible assets are comprised of customer relationships of $3.0 million and trade names of $1.6 million for the Logistics operating companies, which are being amortized over their estimated useful lives of 4 years and 20 years, respectively, and customer relationships for the Transport operating companies of $2.4 million and $1.0 million being amortized over the estimated useful lives of 4 and 10 years, respectively. The fair value of the intangible assets was determined with the assistance of a third-party valuation specialist using the multi-period excess earnings method for customer relationships and using the relief from royalty income method for trade names. See Note 3, Acquired Intangible Assets and Goodwill.

Non-cancellable operating leases, primarily for office space and equipment, expire in various years through 2021. Total rent expense for all leases totaled $17.8 million, $23.7 million and $11.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

At December 31, 2015 and December 31, 2014, the Company had $3.7 million in outstanding letters of credit to be used as collateral for the Company's obligation to fund potential losses under various retrospectively-rated and large deductible insurance programs.

The Company contracts with third parties to process our workers' compensation, general liability and truckers' liability claims.

As previously reported, the Company was in a dispute with American Zurich Insurance Company and Zurich Services Corporation (collectively, "Zurich") regarding the handling of claims for the policy period January 1, 2008 through July 26, 2009. On January 4, 2011, the Company entered into a Standstill Agreement with Zurich. The Standstill Agreement expired June 15, 2013, and arbitration resumed. On November 7, 2013, the Company entered into a Payment and Standstill Agreement and Limited Release (the "Second Standstill Agreement") with Zurich relating to the previously disclosed arbitration. The Second Standstill Agreement, as amended, provides for another standstill until February 29, 2016 (the "Second Standstill Period"). During the Second Standstill Period, neither Zurich nor the Company could proceed with the arbitration and neither party was permitted to exercise any remedies in respect of the Zurich insurance program covering the period January 1, 2008 through July 26, 2009, whether at law or in equity. During the Second Standstill Period, Jack Cooper made all payments required by the Second Standstill period and maintained a letter of credit in the amount of $3.5 million as collateral.

In March 2016, the Company and Zurich agreed to terms memorializing a settlement of this arbitration and dispute, and in April 2016 we executed a full settlement agreement with releases and other terms agreeable to both parties. The Company had total reserves of $4.1 million at December 31, 2015 and $3.9 million at December 31, 2014, net of liabilities for which corresponding assets are recorded related to insurance recoveries for claims in excess of per claim maximum exposures.

On February 27, 2014, the Company entered into pre-suit mediation binding term sheets providing for the material terms of settlement agreements totaling $10.9 million with four claimants who alleged that the Company and one of its drivers were responsible for a fatality accident during 2013. Subsequently, the parties to the binding terms sheets executed complete settlement documents consistent with the binding term sheets, which included customary provisions, including a release of all claims, confidentiality provisions, and indemnity agreements as to all outstanding liens and/or medical expenses. The Company's dollar-one auto liability and excess liability insurance coverage satisfied the settlement with all claimants. The Company had recorded a liability of $11.2 million within other accrued liabilities and an offsetting receivable from insurance carriers within accounts receivable, net on the condensed consolidated balance sheets, which included an additional $0.3 million for insurance receivables related to other damages assessed as a result of the accident as of December 31, 2013. All insurance settlement payments were made during the year ended December 31, 2014 with the corresponding reversal of the entire accrued liability and offsetting receivable recorded as of December 31, 2014.

From time to time and in the ordinary course of our business, the Company is a plaintiff or a defendant in other legal proceedings related to various issues, including workers' compensation claims, tort claims, contractual disputes, and collections. The Company carries insurance that provides protection against certain types of claims, up to the policy limits of its insurance. It is the opinion of management that none of the other known legal actions will have a material adverse impact on the Company's financial position, results of operations, or liquidity.

On August 31, 2014, Robert Griffin resigned from his position as the Chief Executive Officer of the Company. On September 20, 2014, the Company entered into a separation, restrictive covenants and consulting agreement with Mr. Griffin, which became effective as of August 31, 2014. Pursuant to the agreement, the Company agreed to pay Mr. Griffin $1.1 million payable in 16 equal monthly installments beginning with the month of September 2014 and ending with the month of December 2015. In connection with the agreement, Mr. Griffin agreed to not compete with, and not solicit from, the Company and its direct or indirect subsidiaries. As consideration for the non-compete agreement, the Company agreed to pay Mr. Griffin $1.5 million payable in 60 equal monthly installments beginning with the month of October 2014 and ending with the month of September 2019. In addition, Mr. Griffin agreed to provide certain consulting services to the Company and its affiliates, and the Company agreed to pay $1.0 million for such services, half of which was paid and recognized as compensation expense in October 2014 and the other half of which will be paid and recognized as compensation expense if certain conditions relating to the provision of services are met. The liability of $1.0 million and $2.0 million as of December 31, 2015 and 2014, respectively, which represents the present value of the future payments to be made under the agreement, is included within other accrued liabilities and other liabilities within the condensed consolidated balance sheet and bears interest at the Company's weighted average cost of capital.

The Company's operations are subject to various federal, state, and local laws, regulations, and requirements that govern environmental and health and safety matters, including regulated materials management; the generation, handling, storage, transportation, treatment, and disposal of regulated wastes or substances; the storage and handling of fuel and lubricants; and the discharge of pollutants to the environment; and those that impose liability for and require investigation and remediation of releases or threats of releases of regulated substances, including at third-party owned off-site disposal sites, as well as laws and regulations that regulate workplace safety.

Certain of the Company's operations have historically involved the handling of bulk quantities of fuel, which could leak or be spilled from handling and storage activities. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company maintains regular, ongoing testing or monitoring programs for underground storage tank ("UST") facilities. The Company believes that the UST facilities are in compliance with current environmental standards and that it will not be required to incur substantial costs to bring the UST facilities into compliance. The Company believes that its operations are in compliance with transportation requirements and environmental and health and safety regulatory requirements. The USTs are required to have leak detection systems and the Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect. During the year ended December 31, 2015, the Company ceased purchasing and handling bulk quantities of fuel.

The Company is also subject to environmental remediation liability. Under federal and state laws, the Company may be liable for the cost of investigation or remediation of contamination or damages as a result of the release or threatened release of hazardous substances or wastes or other pollutants into the environment at or by the Company's facilities or properties, or as a result of its current or past operations, including facilities to which the Company has shipped wastes for disposal, recycling or treatment, regardless of when the release of hazardous substances occurred or the lawfulness of the activities giving rise to the release. These laws, such as the Federal Clean Water Act, the Comprehensive Environmental Response, Compensation, and Liability Act and the Resource Conservation and Recovery Act, typically impose liability and cleanup responsibility without regard to fault or whether the owner or operator knew of or caused the release or threatened release.

Prior to the Allied Acquisition, the Company removed all of its previously existing USTs. The Allied Acquisition included certain properties where USTs are present which will either be removed or monitored for compliance with regulations. Based upon third-party estimates to remove tanks, the Company recorded liabilities of $0.2 million and $0.4 million as of December 31, 2015 and 2014, respectively.

GAAP has established a hierarchy for ranking the quality and reliability of the information used to determine fair values and requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

The Company utilizes the best available information in measuring fair value. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Cash and cash equivalents, accounts receivable and payables approximate fair value due to their liquid and short term nature. The estimated fair value of the 2020 Notes outstanding at December 31, 2015 and December 31, 2014 was approximately $370.6 million and $378.8 million, respectively. The estimated fair value of the remaining outstanding debt (including the unsecured debt and outstanding balances on the Credit Facility and Term Loan) was approximately $142.2 million and $83.0 million at December 31, 2015 and December 31, 2014, respectively. The fair value is estimated by comparing interest rates to debt with similar terms and maturities which represents a Level 2 input in the fair value hierarchy.

The following table sets forth the Company's financial assets and liabilities measured at fair value on a recurring basis and their hierarchy classification as of December 31, 2015 and 2014:

During the year ended December 31, 2015, the T. Michael Riggs Irrevocable Trust of 2014 (Delaware) (the "Riggs Family Trust") purchased $7.0 million in aggregate principal amount of the JCEI Notes from several different third-party note holders at a price of $900 per $1,000 in principal aggregate amount of notes. Mr. Riggs is the co-trustee, the co-investment advisor, and the sole voting trustee of the Riggs Family Trust. The Riggs Family Trust was formed in July 2014 and holds a significant majority of the shares owned by the Riggs family. JCHC was not a party to these transactions.

On March 19, 2015, the Company entered into an intercompany promissory note agreement with JCEI in the principal amount of $1.5 million. The proceeds from the intercompany note were used for

general corporate purposes. The intercompany note had a maturity date of September 30, 2015 and bore interest at the rate of 8.0% per annum. All outstanding principal and interest was paid on August 14, 2015 with no prepayment penalty.

The Company has engaged EVE Partners, LLC ("EVE Partners") as its non-exclusive financial advisor in connection with developing a diversification strategy and the evaluation and structuring of any one or more potential financing or acquisition transactions, including, but not limited to, the purchase of certain assets or business interests of certain prospects. EVE Partners' co-founder and 50% owner, J.J. Schickel, also serves on the Company's Board of Directors. The Company's agreement with EVE Partners has a term of 12 months from July 7, 2010, which automatically renews until terminated upon giving 30 days' notice. Amounts payable to EVE Partners include: (i) a retainer in the amount of $8,000 per month and (ii) a transaction fee or a financing fee as mutually negotiated in advance of executing a letter of intent with respect to any potential transaction. Under this agreement, EVE Partners received payments of $0.1 million during each of the years ended December 31, 2015, 2014, and 2013.

The Company's subsidiary, JCL, has also engaged Eve Merchant LLC ("Eve Merchant") as a non-exclusive advisor in connection with certain operations of the company, including, without limitation, making J.J. Schickel available to provide certain services as JCL's chairman, vice chairman, chief executive officer or president, as applicable. Under this agreement, Eve Merchant receives a non-refundable retainer of $12,667 per month. J.J. Schickel is the founder and 100% owner of Eve Merchant. Under this agreement Eve Merchant received a payment of $0.2 million during each of the years ended December 31, 2015, 2014, and 2013.

On October 2, 2014, Samuel Torrence, Kirk Ferguson, J.J. Schickel, and Gerry Czarnecki each purchased 1,000 shares of JCEI's Class A Voting Common Stock and 1,000 shares of the JCEI's Class B Non-Voting Common Stock from the Riggs Family Trust at a price of $48.00 per share.

On September 29, 2014, the Riggs Family Trust purchased 43,880 shares of JCEI's Class A Voting Common Stock and 5,485 shares of JCEI's Class B Non-Voting Common Stock from Robert Griffin, the Company's former Chief Executive Officer, at a price of $48.00 per share.

On July 2, 2014, the Company loaned a director $0.3 million, which he used to pay the exercise price for options to purchase 5,265 of Class B Common Stock. The loan bore interest at a rate of 0.40% per annum. The loan was paid back in full, plus interest, with part of the proceeds received from the dividend payment made by JCEI on July 9, 2014.

As described previously in connection with the Allied Acquisition on December 27, 2013, the Company entered into a backstop financing commitment with MSD Credit Opportunity Fund L.P. ("MSD"), a holder of the Company's Class B common stock, which expired upon consummation of the Allied Acquisition. The Company paid MSD cash fees of $5.0 million and issued a warrant to purchase 26,433 shares of the Company's Class B common stock and a put right for 44,520 Class B common shares held by MSD, with the warrant and the put having an initial combined fair value of $1.4 million. See Note 6 for additional information regarding the warrant and put right.

The Company had two reportable segments at December 31, 2015, 2014 and 2013: Transport and Logistics. The Company's reportable segments are based on information used by its Chief Executive Officer in his capacity as chief operating decision maker to determine allocation of resources and assess performance. Both segments are separately managed and management fees and other corporate services are charged to the segments based on the direct benefits received or as a percentage of revenue. The accounting policies of the segments are the same as those described in Note 2 to the consolidated financial statements.

Transport Segment. The Transport segment provides automotive transportation services to OEMs of cars and light trucks in the U.S. and Canada. Specific services include (i) transportation of new vehicles from OEM assembly centers, vehicle distribution centers and port sites to dealers or other intermediate destinations, in connection with which the Company collects fuel surcharges; and (ii) yard management services, including railcar loading and gate releasing services at OEM assembly centers. The average length of haul is approximately 200 miles, though lengths of haul range from less than a mile up to approximately 2,400 miles. The consolidated entities that comprise the Transport segment are Jack Cooper Transport Company, Inc., and its wholly owned subsidiaries, and Jack Cooper Transport Canada, Inc., and its wholly owned subsidiaries.

Logistics Segment. The Logistics segment engages in the global non asset based automotive supply chain for new and used finished vehicles, including the brokering of transportation of used vehicles, including vehicles sold through automotive auction processes, in the growing remarketed vehicle sector, in which our customers are typically OEM remarketing departments, automotive auction companies and logistics brokers; brokering of the international shipment of cars and trucks from various ports in the U.S. to various international destinations; vehicle inspection and title storage services for pre-owned and off-lease vehicles; and supply chain management services as well as rail and yard management and port processing. Customers contract through AES to ship vehicles and equipment using space purchased on third party vessels. Other items shipped include heavy construction equipment, farm equipment and commercial trucking vehicles.

The following table provides information on the two segments as of and for the years ended December 31, 2015, 2014 and 2013:

Administrative services provided by the corporate office allocated to the individual segments represent corporate services rendered to and costs incurred for each segment including allocation of general corporate management oversight costs.

(in thousands)	2015		2014		2013

Transport segment sales to external customers
Transportation of vehicles	$	571,110	$	598,156	$	395,832
Fuel surcharges		39,615		73,941		55,277
Yard management services		55,956		46,634		23,810

Total Transport segment sales to external customers	$	666,681	$	718,731	$	474,919



Logistics segment sales to external customers
Used vehicles transportation brokering	$	19,641	$	20,505	$	2,965
International shipment brokering		23,934		29,336		36,770
Vehicle inspection, title storage and other services		18,333		14,708		35

Total Logistics segment sales to external customers	$	61,908	$	64,549	$	39,770

Revenues are attributed to the respective countries based on the terminal that provides the service. Substantially all of the Company's revenues and receivables are generated from the automotive industry.

The following tables summarize the Company's unaudited quarterly results of operations for the years ended December 31, 2015 and 2014:

	2015

(in thousands)	March 31			June 30			September 30			December 31
Operating Revenues	$	157,883		$	198,293		$	187,985		$	184,428
Operating Expenses
Compensation and benefits		84,839			95,335			93,266			100,029
Fuel		16,847			19,069			16,172			15,708
Depreciation and amortization		12,696			12,826			12,563			12,856
Repairs and maintenance		11,618			14,055			14,223			14,499
Other operating		27,431			33,117			32,897			29,540
Selling, general and administrative		15,392			14,008			13,343			13,534
Loss on sale of property and equipment		612			689			430			695
Goodwill and intangible asset impairment(1)		—			15,352			—			—

Total operating expenses		169,435			204,451			182,894			186,861
Operating Income (Loss)		(11,552	)		(6,158	)		5,091			(2,433	)
Other expense		13,025			10,745			14,932			15,133

Loss Before Income Taxes		(24,577	)		(16,903	)		(9,841	)		(17,566	)
Provision for Income Taxes		268			395			79			287

Net Loss		(24,845	)		(17,298	)		(9,920	)		(17,853	)

Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial pension gain (loss)		23			(26	)		30			(1	)
Foreign currency translation gain (loss)		1,024			(375	)		1,226			639
Gain (loss) on marketable securities held-for-sale		(15	)		15			—			—

Comprehensive Loss	$	(23,813	)	$	(17,684	)	$	(8,664	)	$	(17,215	)

	2014

(in thousands)	March 31			June 30			September 30			December 31
Operating Revenues	$	170,056		$	219,891		$	198,816		$	194,517
Operating Expenses
Compensation and benefits(1)		84,691			99,731			98,039			100,817
Fuel		27,441			29,928			27,369			24,595
Depreciation and amortization		13,007			12,375			12,402			12,657
Repairs and maintenance		11,650			14,070			14,404			13,678
Other operating		33,764			38,824			33,471			34,781
Selling, general and administrative(2)		18,297			12,652			16,418			13,339
Loss on sale of property and equipment		41			583			62			431

Total operating expenses		188,891			208,163			202,165			200,298
Operating Income (Loss)(3)		(18,835	)		11,728			(3,349	)		(5,781	)
Other expense		11,407			8,123			11,362			14,386

Income (Loss) Before Income Taxes		(30,242	)		3,605			(14,711	)		(20,167	)
Provision (Benefit) for Income Taxes		(447	)		1,063			228			375

Net Income (Loss)		(29,795	)		2,542			(14,939	)		(20,542	)

Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial pension gain (loss)		14			4			14			(1,067	)
Foreign currency translation gain (loss)		208			(148	)		324			257
Gain (loss) on marketable securities held-for-sale		(15	)		11			(2	)		185

Comprehensive Income (Loss)	$	(29,588	)	$	2,409		$	(14,603	)	$	(21,167	)

The following tables present condensed consolidating financial statements under the equity method of (a) the parent company, Jack Cooper Holdings Corp., as issuer of the 2020 Notes; (b) the subsidiary guarantors of the 2020 Notes; and (c) the subsidiaries that are not guarantors of the 2020 Notes. Separate financial statements of the subsidiary guarantors are not presented because the parent company owns all outstanding voting stock of each of the subsidiary guarantors and the guarantee by each subsidiary guarantor is full and unconditional and joint and several. As a result, and in accordance with Rule 3-10(f) of Regulation S-X under the Securities Exchange Act of 1934, as amended, the Company includes the following tables in these notes to the consolidated financial statements:

	Twelve Months Ended December 31, 2015

(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Comprehensive Loss:
Operating Revenues	$	—		$	673,657		$	70,625		$	(15,693	)	$	728,589
Operating Expenses
Compensation and benefits		—			339,423			34,046			—			373,469
Fuel		—			59,380			8,416			—			67,796
Depreciation and amortization		235			44,245			6,461			—			50,941
Repairs and maintenance		—			46,527			7,868			—			54,395
Other operating		—			117,551			17,304			(11,870	)		122,985
Selling, general and administrative expenses		1,315			53,108			5,628			(3,774	)		56,277
Loss on sale of property and equipment		—			2,042			384			—			2,426
Goodwill and intangible asset impairment		—			15,352			—			—			15,352

Total operating expenses		1,550			677,628			80,107			(15,644	)		743,641

Operating Loss		(1,550	)		(3,971	)		(9,482	)		(49	)		(15,052	)
Other (Income) Expense
Interest (income) expense, net		46,974			(505	)		443			—			46,912
Other, net		—			(106	)		7,078			(49	)		6,923
Equity in loss of consolidated subsidiaries		21,392			16,891			—			(38,283	)		—

Loss Before Income Tax Provision		(69,916	)		(20,251	)		(17,003	)		38,283			(68,887	)
Provision (Benefit) for Income Taxes		—			1,141			(112	)		—			1,029

Net Loss		(69,916	)		(21,392	)		(16,891	)		38,283			(69,916	)
Equity in other comprehensive income of consolidated subsidiaries		2,540			2,514			—			(5,054	)		—
Other comprehensive income, net of tax		—			26			2,514			—			2,540

Comprehensive Loss	$	(67,376	)	$	(18,852	)	$	(14,377	)	$	33,229		$	(67,376	)

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2014

(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Comprehensive Loss:
Operating Revenues	$	—		$	709,078		$	92,810		$	(18,608	)	$	783,280
Operating Expenses
Compensation and benefits		—			341,367			41,911			—			383,278
Fuel		—			95,219			14,114			—			109,333
Depreciation and amortization		194			42,785			7,462			—			50,441
Repairs and maintenance		—			44,849			8,953			—			53,802
Other operating		—			129,947			22,291			(11,398	)		140,840
Selling, general and administrative expenses		740			58,146			9,052			(7,232	)		60,706
Loss on sale of property and equipment		—			697			420			—			1,117

Total operating expenses		934			713,010			104,203			(18,630	)		799,517

Operating Loss		(934	)		(3,932	)		(11,393	)		22			(16,237	)
Other (Income) Expense
Interest (income) expense, net		41,480			(609	)		493			—			41,364
Other, net		282			(366	)		3,976			22			3,914
Equity in loss of consolidated subsidiaries		20,038			16,151			—			(36,189	)		—

Loss Before Income Tax Provision		(62,734	)		(19,108	)		(15,862	)		36,189			(61,515	)
Provision for Income Taxes		—			930			289			—			1,219

Net Loss		(62,734	)		(20,038	)		(16,151	)		36,189			(62,734	)
Equity in other comprehensive income (loss) of consolidated subsidiaries		(215	)		641			—			(426	)		—
Other comprehensive income (loss), net of tax		—			(856	)		641			—			(215	)

Comprehensive Loss	$	(62,949	)	$	(20,253	)	$	(15,510	)	$	35,763		$	(62,949	)

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2013

(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Comprehensive Income (Loss):
Operating Revenues	$	—		$	508,537		$	15,042		$	(8,890	)	$	514,689
Operating Expenses
Compensation and benefits		—			235,439			5,003			—			240,442
Fuel		—			73,489			2,525			—			76,014
Depreciation and amortization		164			25,123			27			—			25,314
Repairs and maintenance		—			29,985			1,774			—			31,759
Other operating		1			90,737			3,685			(7,264	)		87,159
Selling, general and administrative expenses		508			41,653			1,583			(1,626	)		42,118
Loss on sale of property and equipment		—			34			—			—			34
Goodwill impairment		—			4,663			—			—			4,663

Total operating expenses		673			501,123			14,597			(8,890	)		507,503

Operating Income (Loss)		(673	)		7,414			445			—			7,186
Other (Income) Expense
Interest (income) expense, net		59,626			(22	)		(2	)		—			59,602
Other, net		745			112			—			—			857
Equity in earnings of consolidated subsidiaries		(8,738	)		(1,078	)		—			9,816			—

Income (Loss) Before Income Taxes		(52,306	)		8,402			447			(9,816	)		(53,273	)
Income Tax Benefit		—			(336	)		(631	)		—			(967	)

Net Income (Loss)		(52,306	)		8,738			1,078			(9,816	)		(52,306	)
Equity in other comprehensive income (loss) of consolidated subsidiaries		429			(177	)		—			(252	)		—
Other comprehensive income (loss), net of tax		—			606			(177	)		—			429

Comprehensive Income (Loss)	$	(51,877	)	$	9,167		$	901		$	(10,068	)	$	(51,877	)

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	As of December 31, 2015

(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Balance Sheet:
*Assets*
Current Assets
Cash and cash equivalents	$	—		$	—		$	2,789		$	(218	)	$	2,571
Accounts receivable, net of allowance		—			45,619			3,929			(466	)		49,082
Prepaid expenses		81			19,181			1,213			—			20,475
Assets held for sale		—			1,885			62			—			1,947

Total current assets		81			66,685			7,993			(684	)		74,075
Restricted cash		—			120			—			—			120
Investment in affiliates		(46,869	)		(16,043	)		—			62,912			—
Property and equipment, net		3,100			123,669			12,341			—			139,110
Goodwill		—			30,980			1,268			—			32,248
Intangibles, net		—			27,764			840			—			28,604
Deferred financing costs, net		11,046			—			—			—			11,046
Deposits and other assets		3			19,429			426			—			19,858
Deferred tax assets		—			—			6			—			6
Intercompany receivables		240,042			68,800			—			(308,842	)		—

Total assets	$	207,403		$	321,404		$	22,874		$	(246,614	)	$	305,067



*Liabilities and Stockholders' Equity*
Current Liabilities
Revolving credit facility	$	50,636		$	—		$	—		$	—		$	50,636
Current maturities of long-term debt		53			3,457			—			—			3,510
Accounts payable		5			33,358			1,729			(622	)		34,470
Accrued wages and vacation payable		—			16,118			3,002			—			19,120
Other accrued liabilities		7,383			16,957			2,343			—			26,683

Total current liabilities		58,077			69,890			7,074			(622	)		134,419
Other liabilities		—			3,106			403			—			3,509
Long-term debt, less current maturities		442,757			6,447			—			—			449,204
Pension liability		—			1,855			—			—			1,855
Deferred income taxes		—			9,511			—			—			9,511
Intercompany payables		—			277,464			31,440			(308,904	)		—

Total liabilities		500,834			368,273			38,917			(309,526	)		598,498

Stockholders' Deficit:
Total stockholders' deficit		(293,431	)		(46,869	)		(16,043	)		62,912			(293,431	)

Commitments and Contingencies
Total liabilities and stockholders' deficit	$	207,403		$	321,404		$	22,874		$	(246,614	)	$	305,067

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	As of December 31, 2014

(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Balance Sheet:
*Assets*
Current Assets
Cash and cash equivalents	$	—		$	—		$	8,814		$	(1,714	)	$	7,100
Accounts receivable, net of allowance		—			58,395			1,762			(16	)		60,141
Prepaid expenses		85			14,926			2,160			—			17,171
Assets held for sale		—			2,536			94			—			2,630
Deferred tax assets		—			1,921			29			(311	)		1,639

Total current assets		85			77,778			12,859			(2,041	)		88,681
Restricted cash		—			120			—			—			120
Investment in affiliates		(27,983	)		(1,643	)		—			29,626			—
Property and equipment, net		3,306			137,080			20,587			—			160,973
Goodwill		—			45,098			1,485			—			46,583
Intangibles, net		—			32,183			1,243			—			33,426
Deferred financing costs, net		11,583			—			—			—			11,583
Deposits and other assets		3			5,200			423			—			5,626
Intercompany receivables		250,532			53,514			—			(304,046	)		—

Total assets	$	237,526		$	349,330		$	36,597		$	(276,461	)	$	346,992



*Liabilities and Stockholders' Equity*
Current Liabilities
Revolving credit facility	$	72,669		$	—		$	—		$	—		$	72,669
Current maturities of long-term debt		51			4,013			—			—			4,064
Accounts payable		4			36,933			3,295			(1,714	)		38,518
Accrued wages and vacation payable		—			14,885			2,396			—			17,281
Other accrued liabilities		8,173			15,675			1,607			—			25,455

Total current liabilities		80,897			71,506			7,298			(1,714	)		157,987
Claims reserves, less current portion		—			4,694			—			—			4,694
Other liabilities		—			10,215			443			—			10,658
Long-term debt, less current maturities		383,590			4,375			—			—			387,965
Pension liability		—			1,813			—			—			1,813
Deferred income taxes		—			10,851			296			(311	)		10,836
Intercompany payables		—			273,859			30,203			(304,062	)		—

Total liabilities		464,487			377,313			38,240			(306,087	)		573,953

Stockholders' Deficit:
Total stockholders' deficit		(226,961	)		(27,983	)		(1,643	)		29,626			(226,961	)

Commitments and Contingencies
Total liabilities and stockholders' deficit	$	237,526		$	349,330		$	36,597		$	(276,461	)	$	346,992

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2015

(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Cash Flows:
Operating Activities
Net cash provided by (used in) operating activities	$	(34,646	)	$	20,673		$	12,608		$	1,496		$	131

Investing Activities
Proceeds from sale of marketable securities held-for-sale		—			170			—			—			170
Proceeds from sale of property and equipment		—			609			144			—			753
Purchases of property and equipment		(29	)		(29,783	)		(1,375	)		—			(31,187	)
Intercompany receivables		—			—			(15,624	)		15,624			—

Net cash used in investing activities		(29	)		(29,004	)		(16,855	)		15,624			(30,264	)

Financing Activities
Proceeds from revolving credit facility		205,706			—			—			—			205,706
Payments on revolving credit facility		(227,739	)		—			—			—			(227,739	)
Deferred financing costs		(2,618	)		—			—			—			(2,618	)
Principal payments on long-term debt		(1,549	)		(7,293	)		—			—			(8,842	)
Proceeds from long-term debt		59,375			—			—			—			59,375
Proceeds from issuance of intercompany note		1,500			—			—			—			1,500
Intercompany payables		—			15,624			—			(15,624	)		—

Net cash provided by financing activities		34,675			8,331			—			(15,624	)		27,382

Effect of exchange rates on cash		—			—			(1,778	)		—			(1,778	)
Increase (Decrease) in Cash and Cash Equivalents		—			—			(6,025	)		1,496			(4,529	)
Cash and Cash Equivalents, Beginning of Year		—			—			8,814			(1,714	)		7,100

Cash and Cash Equivalents, End of Year	$	—		$	—		$	2,789		$	(218	)	$	2,571

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2014

(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Cash Flows:
Operating Activities
Net cash provided by (used in) operating activities	$	(32,917	)	$	8,794		$	19,284		$	(1,714	)	$	(6,553	)

Investing Activities
Proceeds from sale of property and equipment		—			2,802			89			—			2,891
Purchases of property and equipment		(367	)		(18,966	)		(1,486	)		—			(20,819	)
Intercompany receivables		—			—			(9,211	)		9,211			—

Net cash used in investing activities		(367	)		(16,164	)		(10,608	)		9,211			(17,928	)

Financing Activities
Proceeds from revolving credit facility		179,275			—			—			—			179,275
Payments on revolving credit facility		(158,087	)		—			—			—			(158,087	)
Deferred financing costs		(75	)		—			—			—			(75	)
Principal payments on long-term debt		—			(4,258	)		—			—			(4,258	)
Dividends paid		(427	)		—			—			—			(427	)
Treasury stock repurchase		(500	)		—			—			—			(500	)
Capital contribution from JCEI		13,098			—			—			—			13,098
Intercompany payables		—			9,211			—			(9,211	)		—

Net cash provided by financing activities		33,284			4,953			—			(9,211	)		29,026

Effect of exchange rates on cash		—			—			(952	)		—			(952	)
Increase (Decrease) in Cash and Cash Equivalents		—			(2,417	)		7,724			(1,714	)		3,593
Cash and Cash Equivalents, Beginning of Year		—			2,417			1,090			—			3,507

Cash and Cash Equivalents, End of Year	$	—		$	—		$	8,814		$	(1,714	)	$	7,100

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2013

(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Cash Flows:
Operating Activities
Net cash provided by (used in) operating activities	$	(25,816	)	$	(12,440	)	$	32,765		$	—		$	(5,491	)

Investing Activities
Proceeds from sale of property and equipment		—			4,277			—			—			4,277
Purchases of property and equipment		(328	)		(20,956	)		(2	)		—			(21,286	)
Acquisition of Allied, net of cash acquired		—			(106,591	)		(34,017	)		—			(140,608	)
Intercompany receivables		(136,671	)		(2,112	)		—			138,783			—

Net cash used in investing activities		(136,999	)		(125,382	)		(34,019	)		138,783			(157,617	)

Financing Activities
Proceeds from revolving credit facility		149,796			—			—			—			149,796
Payments on revolving credit facility		(112,315	)		—			—			—			(112,315	)
Deferred financing costs		(18,908	)		—			—			—			(18,908	)
Principal payments on long-term debt		—			(2,015	)		—			—			(2,015	)
Proceeds from issuance of long-term debt		382,875			—			—			—			382,875
Dividends paid		(10,297	)		—			—			—			(10,297	)
Restricted cash		(650	)		(27	)		—			—			(677	)
Proceeds from issuance of Series C preferred stock		2,637			—			—			—			2,637
Repurchase of Senior Secured Notes due 2015		(157,500	)		—			—			—			(157,500	)
Tender offer and consent solicitation		(9,741	)		—			—			—			(9,741	)
Redemption of preferred stock		(63,082	)		—			—			—			(63,082	)
Intercompany payables		—			136,671			2,112			(138,783	)		—

Net cash provided by financing activities		162,815			134,629			2,112			(138,783	)		160,773

Increase (Decrease) in Cash and Cash Equivalents		—			(3,193	)		858			—			(2,335	)
Cash and Cash Equivalents, Beginning of Year		—			5,610			232			—			5,842

Cash and Cash Equivalents, End of Year	$	—		$	2,417		$	1,090		$	—		$	3,507

We have audited the accompanying consolidated financial statements of Allied Systems Holdings, Inc. (a Delaware corporation) and subsidiaries, which comprise the consolidated balance sheets as of December 27, 2013 and December 31, 2012, and the related consolidated statements of comprehensive loss, changes in stockholders' deficit, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Allied Systems Holdings, Inc. and subsidiaries as of December 27, 2013 and December 31, 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company incurred net losses of $54.1 million and $43.1 million during the years ended December 27, 2013 and December 31, 2012, respectively, has experienced a significant reduction in its

sales volume and, as of December 27, 2013, the Company was in default of certain debt covenants of its senior secured credit facilities. The debt covenant defaults existing at December 27, 2013, have not been cured or waived by the lenders. Management's plans for 2014, which are also described in Note 2, contemplate the sale of assets, reduced operating losses, obtaining additional working capital, and restructuring of the Company's senior secured credit facilities. The Company's ability to achieve the foregoing elements of its plans, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

	December 27, 2013			December 31, 2012

Assets
Current assets:
Cash and cash equivalents	$	21,788		$	9,953
Restricted cash, cash equivalents and other time deposits		167			497
Receivables, net of allowance for doubtful accounts of $147 and $194 at December 27, 2013 and December 31, 2012, respectively		14,325			16,983
Inventories, net		2,097			2,293
Prepayments and other current assets		37,540			13,746

Total current assets		75,917			43,472

Property and equipment, net		69,130			87,223
Goodwill		5,080			5,080
Other intangible assets, net		1,175			1,811
Other assets:
Restricted cash, cash equivalents and other time deposits		386			1,043
Other non-current assets		37,271			69,089
Deferred income taxes		149			—

Total other assets		37,806			70,132

Total assets	$	189,108		$	207,718



Liabilities and stockholders' deficit
Current liabilities:
Current maturities of long-term debt	$	29,000		$	13,000
Accounts and notes payable		10,507			10,117
Accrued liabilities		33,761			29,707
Deferred income taxes		149			984

Total current liabilities		73,417			53,808

Non-current liabilities:
Deferred income taxes		—			3,174
Insurance and claims reserves		45,398			51,013
Other non-current liabilities		1,314			1,636

Total non-current liabilities		46,712			55,823

Liabilities subject to compromise		383,854			392,676
Stockholders' deficit:
Preferred stock, $0.01 par value; authorized 10,000,000 shares, 21,396 issued and outstanding (liquidation value of $20 million)		—			—
Common stock, $0.01 par value; authorized 100,000,000 shares; 10,000,000 shares outstanding		100			100
Additional paid-in-capital		120,254			120,254
Accumulated deficit		(437,658	)		(383,589	)
Accumulated other comprehensive loss, net of tax		2,429			(31,354	)

Total stockholders' deficit		(314,875	)		(294,589	)

Total liabilities and stockholders' deficit	$	189,108		$	207,718

The accompanying notes are an integral part of these consolidated financial statements.

For the period/year ended	December 27, 2013			December 31, 2012

Revenues	$	295,099		$	268,948

Operating expenses:
Salaries, wages and fringe benefits		171,962			147,839
Operating supplies and expenses		75,222			72,145
Purchased transportation		19,275			18,877
Insurance and claims		11,107			7,857
Operating taxes and licenses		9,928			10,148
Depreciation and amortization		19,779			22,029
Rents		6,343			6,390
Communications and utilities		3,131			3,168
Other operating expenses		4,292			5,169
Loss (gain) on disposal of operating assets and other, net		706			(301	)

Total operating expenses		321,745			293,321

Operating loss		(26,646	)		(24,373	)

Other income (expense):
Interest expense		(5,242	)		(11,804	)
Investment income		66			47
Foreign exchange (losses) gains, net		(7,661	)		1,808

Total other expense		(12,837	)		(9,949	)

Loss before income taxes and reorganization items		(39,483	)		(34,322	)
Reorganization items		(17,832	)		(8,399	)
Income tax benefit (expense)		3,246			(408	)

Net loss		(54,069	)		(43,129	)
Foreign currency translation adjustment		7,277			(1,338	)
Pension adjustment to reflect funded status of plans		26,506			1,261

Comprehensive loss	$	(20,286	)	$	(43,206	)

The accompanying notes are an integral part of these consolidated financial statements.

	Preferred Stock				Common Stock									Accumulated Other Comprehensive Loss

	Preferred Stock				Common Stock				Additional Paid-in Capital		Accumulated Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit						Total
Balance, January 1, 2012		21	$	—		10,000	$	100	$	119,980	$	(340,460	)	$	(31,277	)	$	(251,657	)
Net loss		—		—		—		—		—		(43,129	)		—			(43,129	)
Foreign currency translation adjustment net of income taxes of $0		—		—		—		—		—		—			(1,338	)		(1,338	)
Adjustment to reflect funded status of the defined benefit and other postretirement benefit plans at year end, net of income taxes of $0		—		—		—		—		—		—			1,261			1,261
Stock-based compensation		—		—		—		—		274		—			—			274

Balance, December 31, 2012		21		—		10,000		100		120,254		(383,589	)		(31,354	)		(294,589	)
Net loss		—		—		—		—		—		(54,069	)		—			(54,069	)
Other comprehensive loss:
Foreign currency translation adjustment net of income taxes of $0		—		—		—		—		—		—			7,277			7,277
Adjustment to reflect funded status of the defined benefit and other postretirement benefit plans at year end, net of income taxes of $0		—		—		—		—		—		—			26,506			26,506

Balance, December 27, 2013		21	$	—		10,000	$	100	$	120,254	$	(437,658	)	$	2,429		$	(314,875	)

The accompanying notes are an integral part of these consolidated financial statements.

For the period/year ended	December 27, 2013			December 31, 2012

Cash flows from operating activities:
Net loss	$	(54,069	)	$	(43,129	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		19,779			22,029
Loss (gain) on disposal of operating assets, net		706			(301	)
Noncash interest expense		1,978			331
Foreign exchange losses (gains), net		7,661			(1,808	)
Deferred income taxes		(4,158	)		5
Stock-based compensation expense		—			274
Accumulated OCI expense related to defined benefit plans		26,506			—
Change in operating assets and liabilities:
Receivables, net of allowances		2,307			(402	)
Inventories		137			341
Prepayments and other assets		5,173			(8,603	)
Accrued interest		(2,418	)		11,693
Accounts and notes payable		590			3,728
Accrued liabilities		6,787			(5,526	)
Post retirement benefit obligations		(1,867	)		(9	)
Other long-term liabilities		(11,860	)		4,117

Net cash used in operating activities		(2,748	)		(17,260	)

Cash flows from investing activities:
Purchases of property and equipment		(2,950	)		(1,162	)
Proceeds from sales of property and equipment		23			441
Increase in restricted cash, cash equivalents and other time deposits		987			3,073
Funds deposited with insurance carriers		(29	)		(222	)
Funds returned from insurance carriers and other		874			214

Net cash (used in) provided by investing activities		(1,095	)		2,344

Cash flows from financing activities:
Proceeds from term loan, net		16,000			13,000
Proceeds from insurance financing arrangements		—			2,061
Repayments of insurance financing arrangements		(839	)		(1,464	)

Net cash provided by financing activities		15,161			13,597

Effect of exchange rate changes on cash and cash equivalents		517			87
Net increase (decrease) in cash and cash equivalents		11,835			(1,232	)
Cash and cash equivalents at beginning of the year/period		9,953			11,185

Cash and cash equivalents at end of year/period	$	21,788		$	9,953



Supplemental cash flow information
Cash paid during the year for:
Interest	$	2,996		$	1,063
Income taxes, net	$	861			170
Reorganization Items	$	19,127			6,776

The accompanying notes are an integral part of these consolidated financial statements.

Allied Systems Holdings, Inc. (Allied), a Delaware corporation, is a holding company which operates through its wholly owned subsidiaries. The accompanying consolidated financial statements include the accounts of Allied and its wholly owned subsidiaries (collectively the Company). For the period of the financial statements, the principal operating divisions of the Company were Allied Automotive Group, Inc. (Allied Automotive Group) and Axis Group, Inc. (Axis Group). Allied Automotive Group, through its subsidiaries, is engaged in the business of transporting automobiles, light trucks, and sport-utility vehicles (SUVs) from manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships in the USA and Canada. Axis Group, through its subsidiaries, is engaged in the business of securing and managing vehicle distribution services, automobile inspections, auction and yard management services, vehicle tracking, vehicle accessorization, and dealer preparatory services for the automotive industry in the USA, Canada and Mexico. See Note 18 for information regarding the Company's cessation of substantially all of its operations subsequent to the balance sheet date.

On May 17, 2012, involuntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Chapter 11) were filed against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) (collectively, Allied) in the United States Bankruptcy Court for the District of Delaware. On June 10, 2012 (the Petition Date), Allied Systems Holdings, Inc. and substantially all of its subsidiaries (the Debtors) filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Northern District of Georgia (the Bankruptcy Court). On June 11, 2012, the Bankruptcy Court entered orders for relief, effectively converting the involuntary Chapter 11 cases filed on May 17, 2012 of Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) to voluntary Chapter 11 proceedings. The Company's captive insurance company, Haul Insurance Limited, as well as its subsidiaries in Mexico and Bermuda (the Non-debtors) were not included in the Chapter 11 filings. At December 27, 2013 and at December 31, 2012 the Debtors owed the Non-debtors an intercompany payable, net of intercompany receivables, of $18.8 million and $20.2 million, respectively.

The Company's Canadian subsidiaries obtained approval for creditor protection under the Companies Creditors' Arrangement Act in Canada and are included among the subsidiaries that filed voluntary petitions seeking bankruptcy protection. Like Chapter 11, the Companies Creditors Arrangement Act in Canada allows for reorganization under the protection of the court system.

The consolidated financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). All significant intercompany transactions and accounts have been eliminated in consolidation. See Note 18 Subsequent Events regarding the sale of substantially all of the Company's assets and Note 11 Lease Commitments regarding the assumption of the majority of the Company's leases to/by Jack Cooper

Holdings, Corp. (the "Jack Cooper Transaction"). These financial statements reflect financial operations for the period January 1, 2013 to December 27, 2013 (the "year"), and as of the balance sheet date December 27, 2013 ("year ended" date), with comparative financial statements as of and for the year ended December 31, 2012 and as of December 31, 2012. These financial statements are prepared effectively just prior to the sale of the assets of the Company to Jack Cooper, which became effective at midnight on December 27, 2013, thus ignoring the impact of the Transaction (the removal of the assets that were sold and the liabilities that were assumed). However, these financial statements include the receipt of cash proceeds resulting from the sale which were transferred from Jack Cooper to the Company the morning of December 27, 2013, which has been recorded in accrued liabilities in the accompanying balance sheets.

The going concern basis assumes that the Company will continue in operation for the foreseeable future and will realize its assets and discharge its post-petition liabilities in the ordinary course of business. However, the Company's ability to continue as a going concern is predicated upon, among other things, the approval of a plan of reorganization, its ability to generate cash flows from operations, its ability to obtain financing sufficient to satisfy its future obligations and to comply with the terms of a plan of reorganization. As a result of the Chapter 11 Proceedings, the Company may take, or be required to take, actions that may cause assets to be realized or liabilities to be settled for amounts other than those reflected in the financial statements.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern, nor do they include any adjustments to the carrying amounts of assets and liabilities that might be required as a result of a plan of reorganization to be approved by the Bankruptcy Court. A plan of reorganization could substantially change the amounts currently recorded in the accompanying consolidated financial statements. Asset and liability carrying amounts do not purport to represent the realizable or settlement values that will be reflected in a plan of reorganization. At this time, it is not possible to estimate the impact of a plan of reorganization on the Company's financial statements.

As a result of the Company's Chapter 11 filing, it has applied the guidance of ASC 852, Reorganizations, in the preparation of its consolidated financial statements. ASC 852, does not change the application of US GAAP in the preparation of financial statements. However, ASC 852 does require that financial statements, for periods including and subsequent to the filing of a Chapter 11 petition, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business and also that liabilities subject to compromise be segregated from those not subject to compromise (See Note 3).

The functional currency is the local currency for each of its subsidiaries of the Company. The Company has foreign earnings generated from operations outside of the United States. The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars using current exchange rates in effect at the balance sheet date. Revenues and expenses are translated using average monthly exchange rates. The resulting translation adjustments are reported in comprehensive loss in the accompanying consolidated statements of comprehensive loss, net of related income taxes.

Transactions in currencies other than the local currency for each subsidiary are translated into the local currency at the rates of exchange prevailing at the dates of the transactions. Changes in exchange rates between the transaction date and the settlement date or the balance sheet date for items not yet settled, create foreign currency transaction gains or losses that are reflected in earnings. However, gains and losses on certain intercompany balances that are of a long-term investment nature for which settlement is not planned or anticipated in the foreseeable future, are included in other comprehensive loss, similar to translation adjustments.

Substantially all revenue is derived from transporting automobiles, light trucks, and SUVs from manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships, providing vehicle rail-car loading and unloading services, providing yard management services, and providing other distribution and transportation support services to the pre-owned and new vehicle market. Revenue is recorded by the Company when the vehicles are delivered to the dealerships or when services are performed. A significant reduction in production, changes in product mix, plant closings, changes in production schedules, changes in distribution strategies or the imposition of vendor price reductions by the Ford Motor Company as a customer, or a significant reduction in the services provided to any of these customers by the Allied Automotive Group could have a material adverse effect on the Company's operations. The Company records an allowance for estimated customer billing adjustments and an allowance for potentially uncollectible accounts based on an evaluation of specific aged customer accounts, historical collection and adjustment patterns. For the period ended December 27, 2013 and the year ended December 31, 2012 the allowance for uncollectible accounts was adjusted by $34,000 and $46,000, respectively and is included in other operating expenses. Included in receivables, net of allowances, are $2.7 million and $1.8 million of amounts due from other than trade customers as of December 27, 2013 and December 31, 2012, respectively. No collateral is required from customers.

The Company considers all highly liquid investments with original maturity of three months or less, when purchased, to be cash equivalents. The time deposits have original maturities of twelve months or less. The portion of cash, cash equivalents and other time deposits that is contractually restricted to secure outstanding letters of credit is identified as restricted cash in the accompanying consolidated financial statements. The Company maintains its cash and cash equivalents in banks that, at times, exceed federally insured limits.

Inventories consist primarily of parts and supplies for servicing the Company's tractors and trailers and are recorded at the lower of cost (on a first-in, first-out basis) or net realizable value.

Property and equipment are stated at cost less accumulated depreciation. Major property additions, replacements, and betterments are capitalized, while maintenance and repairs that do not extend the useful lives of these assets are expensed.

Depreciation is provided using the straight-line method over the estimated useful lives of the assets at the date of purchase or the remaining estimated useful lives as of the fresh-start reporting date. The estimated useful lives are as follows:

Leasehold improvements are amortized over the shorter of the estimated useful life of the improvements or the term of the lease.

ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets, requires long-lived assets to be disposed of by sale to be measured at the lower of carrying amount or fair value less cost to sell; and would require the company to cease depreciation (amortization) from the time the assets would have been deemed as being held for sale. The Jack Cooper Transaction occurred on December 27, 2013 which indicates the assets of the Company were held for sale as of the balance sheet date. The Company considers the method of accounting for property and equipment complies with the requirement to measure at the lower of carrying amount or fair value less cost to sell. However, the consolidated financial statements have been prepared excluding the impact of cessation of depreciation and amortization, as such the Company's assets are effectively considered to be "Held and Used" for the purposes of the financial statements. Depreciation and amortization expense recorded subsequent to September 13, 2013, the date of the Asset Purchase Agreement, was approximately $5.6 million.

Property and equipment and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of assets to be held and used is measured by comparing their carrying amounts to the estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its fair value. No impairment loss was recognized for long-lived assets for the period ended December 27, 2013 and year ended December 31, 2012.

Goodwill and other indefinite-life intangible assets, not subject to amortization, are evaluated annually for impairment or more frequently if circumstances indicate that impairment is possible. In assessing goodwill and indefinite-life intangible assets for impairment, we initially evaluate qualitative

factors to determine if it is more likely than not that the fair value is less than its carrying amount. If the qualitative assessment is not conclusive, then a two-step process is utilized for testing goodwill. The first step (Step One) of the impairment test involves estimating the fair value of a reporting unit and comparing this fair value to its carrying value. If the reporting unit's carrying value exceeds its estimated fair value, then second step (Step Two) of the impairment test is required, which involves allocating the fair value of the reporting unit to all of the assets and liabilities of that unit, with the excess of fair value over allocated net assets representing the fair value of its goodwill. An impairment loss is measured as the amount, if any, by which the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill. Intangible assets that are not subject to amortization are tested for impairment by comparing the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

The Company retains losses for specified risks subject to limits through high deductibles or self-insured retentions. The Company's coverage is based on the date that a claim is incurred. Haul Insurance Limited, the Company's captive insurance subsidiary, provides reinsurance coverage for the Company to certain third-party insurance carriers for selected losses and years within the Company's insurance program, primarily insured workers' compensation, automobile and general liability risks.

The Company reports its liability for claims and self-insurance liabilities on an undiscounted basis. The historical unfavorable development of aged claims was such that the Company determined that it could not reliably determine such liabilities on a discounted basis. The Company utilizes third-party claims administrators, who work under management's direction, and third-party actuarial valuations to assist in the determination of the majority of its retained claims and insurance liabilities. The third-party claims administrators set claim reserves on a case-by-case basis. The Company engages a third-party actuary that utilizes the aggregate data from these reserves, along with historical paid and incurred amounts, to determine, by loss year, the projected ultimate cost of all claims incurred and not yet reported, including potential adverse developments. The Company's liability for estimated retrospective premium adjustments for workers' compensation losses in Canada is based on historical experience and the most recently available actual claims data provided by the Canadian government.

Amounts that the Company estimates will be paid within the next year have been classified as current in accrued liabilities in the consolidated balance sheets. Costs related to these risks are included in the consolidated statements of operations in insurance and claims expense, except for workers' compensation, which is included in salaries, wages and fringe benefits. The current portion of insurance liabilities recoverable is included in prepayments and other current assets in the consolidated balance sheets and the noncurrent portion is included in other noncurrent assets.

The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. Compensation expense is adjusted for estimated forfeitures based on the Company's historical and expected experience. Stock-based compensation expense is included in salaries, wages and fringe benefits in the accompanying consolidated statements of operations.

The Company determines the grant-date fair value of options issued to acquire its common stock using the Black-Scholes-Merton option pricing model.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company assesses the recoverability of deferred tax assets based on estimates of future taxable income and establishes a valuation allowance against its deferred tax assets if it believes that it is more likely than not that the deferred tax assets will not be recoverable.

The Company accounts for income taxes with respect to uncertain tax positions under ASC 740-10. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% cumulative likelihood of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded.

Interest and penalties recognized on the potential underpayment of income taxes are classified as interest expense and other operating expenses, respectively, in the consolidated statements of operations.

The funded status is measured as the difference between the fair value of plan assets and the benefit obligation. The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its consolidated balance sheet Actuarial gains and losses and prior service costs or credits that arise in future periods that are not recognized as components of net periodic benefit cost pursuant and are recognized as a component of other comprehensive loss, net of tax. Amounts recognized in accumulated other comprehensive loss, including the gains or losses and prior service costs or credits, are adjusted as they are subsequently recognized as components of net periodic benefit cost pursuant to the recognition and amortization provisions of ASC 715, Compensation—Retirement Benefits.

Plan assets include investments that are considered mutual funds and the Company has the ability to redeem these funds with the investee at NAV per share at measurement date. These investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available NAV market information.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated (See Note 16).

The Company leases office space, certain terminal facilities, computer equipment and other equipment under noncancelable and cancelable operating lease agreements, some of which provide guarantees to third parties. No accruals for guarantees were required at December 27, 2013 and December 31, 2012.

The Company enters into agreements containing indemnification provisions with certain of its customers, suppliers, service providers and business partners in the ordinary course of business. Under the indemnification provisions, subject to various limitations and qualifications, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company's activities. The potential losses primarily relate to obligations that are insured under the Company's insurance programs. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments that the Company could be required to make under these indemnification provisions is unlimited. The Company did not incur material costs to defend lawsuits or settle claims related to these indemnification provisions in 2013, and does not expect to incur any such costs as of the date these financial statements were issued. No accruals for these indemnification provisions were considered necessary at December 27, 2013 and December 31, 2012.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

The hierarchy established by ASC 820, consists of three broad levels as follows:

The preparation of the consolidated financial statements in accordance with generally accepted accounting principles in the United States of America requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosures about contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangible assets; valuation allowances for receivables and deferred income tax assets; uncertain tax positions; self-insurance liabilities; and assets and obligations related to employee benefits. Actual results could differ materially from those estimates.

ASC 852, Reorganizations (ASC 852), requires that financial statements, for periods including and subsequent to the filing of a Chapter 11 petition, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. In accordance with ASC 852, the Company has:

As disclosed in Note 1, on June 12, 2012, Allied Systems Holdings, Inc. and substantially all of its subsidiaries filed voluntary petitions seeking protection under Chapter 11. The Chapter 11 filings were precipitated by various factors, including the decline in new vehicle production at certain of the Company's major customers, rising fuel costs, historically high levels of debt, increasing wage and benefit obligations for the Company's bargaining employees in the U.S. and the increase in non-union vehicle-hauling competition. The majority of the Company's bargaining employees in the U.S. are covered by the National Master Automobile Transporters Agreement (Master Agreement) with the International Brotherhood of Teamsters (the Teamsters or IBT).

Under the Bankruptcy Code, actions by creditors to collect pre-petition indebtedness are stayed and other contractual obligations generally may not be enforced against the Debtors. As debtors-in-possession, the Company has the right, subject to Bankruptcy Court approval and certain other limitations, to assume or reject executory contracts and unexpired leases. In this context "rejection" means that the debtors are relieved from the obligation to perform further under the contract or release but are subject to a claim for damages for the related breach. Any damages resulting from rejection are treated as general unsecured pre-petition claims in the reorganization. Parties affected by these rejections may file claims with the Bankruptcy Court in accordance with

bankruptcy procedures. Pre-petition claims, which were contingent or unliquidated at the commencement of the Chapter 11 proceeding, are generally allowable against the debtor-in-possession in amounts fixed by the Bankruptcy Court. The rights of and ultimate payment by the Debtors under pre-petition obligations are subject to resolution under a plan of reorganization to be approved by the Bankruptcy Court after submission of the required vote by affected parties and these obligations may be substantially altered.

In connection with the Chapter 11 filings, the Bankruptcy Court granted several "first day" orders that have enabled the Company generally to operate in the ordinary course of business during the bankruptcy proceedings. In addition, the Company entered into a debtor-in-possession financing agreement. The funds under debtor-in-possession financing are available to help satisfy the Company's working capital obligations while the Debtors Chapter 11 cases are pending, including payment under normal terms for goods and services provided after the Chapter 11 filing and payment of wages and benefits to active employees and retirees. The Office of the United States Trustee appointed a committee of unsecured creditors (Creditors Committee). The Creditors Committee and its legal representatives have the right to be heard on all matters that come before the Bankruptcy Court.

On September 13, 2013 the Company entered into two separate asset sale agreements for all of the Company's assets. These agreements were approved by the Creditors Committee. Refer to Note 18 for a discussion of the asset purchase agreements.

Liabilities subject to compromise include certain known liabilities incurred by the Debtors prior to the Petition Date. Liabilities subject to compromise exclude pre-petition claims for which the Debtors have received the Bankruptcy Court's approval to pay, such as claims related to active employees and retirees, maintenance of insurance programs, cargo damage claims and claims related to certain critical service vendors. Liabilities subject to compromise are included at amounts expected to be allowed by the Bankruptcy Court and are subject to future adjustments that may result from negotiations, actions by the Bankruptcy Court, developments with respect to disputed claims or matters arising out of the proof of claims process whereby a creditor may provide proof of a valid claim and that claim differs from the amount that the Company has recorded.

A number of proofs of claim were filed against the Debtors by various creditors and security holders prior to the bar date set by the Bankruptcy Court. As part of the claims reconciliation process, the Debtors are reviewing these claims for validity. As claims are reconciled, the Debtors may need to record additional liabilities subject to compromise. Adjustments arising out of the claims reconciliation process could have a material effect on the consolidated financial statements.

The Company ceased the recording of interest on liabilities subject to compromise, primarily the senior secured credit facility as of the Petition Date. Contractual interest in excess of reported interest for the period ended December 27, 2013 and for the year ended of December 31, 2012 was $35.1 million and $12.8 million, respectively. These amounts exclude any potential compound or default interest arising from events of default related to the Chapter 11 Proceedings.

Reorganization items are presented separately in the accompanying consolidated statements of operations and represent expenses identified as directly relating to the Chapter 11 Proceedings. These items are summarized below (in thousands):

The fair value of the cash and cash equivalents, receivables, current maturities of long-term debt and accounts and notes payable are not materially different from their carrying amounts because of the short-term nature of these instruments. The fair value of senior secured credit facilities and liabilities subject to compromise cannot be reliably determined as the amounts that will ultimately be paid out by the Company towards settlement of these liabilities cannot be estimated.

Depreciation expense was $19.1 million for the period ended December 27, 2013 and $21.4 million for the year ended December 31, 2012.

In connection with the allocation of reorganization value to individual assets and liabilities when the Joint Plan of Reorganization for the 2005 Chapter 11 filling became effective, the Company recorded certain previously unrecorded intangible assets relating to customer relationships, developed technology, trademarks and trade names and allocated the excess of reorganization value over the sum of the individual assets and liabilities to goodwill.

The following table presents information on the Company's indefinite-lived intangible assets, including goodwill for the period/year ended December 27, 2013 and December 31, 2012 (in thousands):

For the period ended December 27, 2013 and year ended December 31, 2012, the Company assessed qualitative factors related to goodwill to determine whether it is more likely than not that the fair value of the Axis reporting unit is less than its carrying value as a basis for determining whether or not (more than 50% likelihood) it is necessary to perform the two-step goodwill test. Based on the analysis performed, management concluded a quantitative analysis was not necessary and no impairment loss was recognized by the Company for the period ended December 27, 2013 and year ended December 31, 2012.

For indefinite-lived intangibles assets, other than Goodwill, ASC 350 requires an entity to determine whether events and circumstances continue to support an indefinite useful life. Management determined that at October 31, 2011, the trademarks and trade names still had an indefinite useful life, and accordingly these assets were tested for impairment as of that date. Fair values were determined based upon the relief from royalty (RFR) method under the income approach for the Axis Group. In connection with this review, no impairment was identified for the year ended December 31, 2011. Due to the immaterial nature of the balance, for the period ended December 27, 2013 and the year ended December 31, 2012, the Company did not perform any new assessments on the trade names or trademarks as no indications of potential impairment was noted.

The following tables present information on the Company's definite-lived intangible assets (in thousands):

	Weighted- average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount

December 27, 2013
Axis Group:
Customer relationships	10 years	$	2,000	$	(1,314	)	$	686
Developed technology	7 years		3,100		(2,911	)		189

	8 years	$	5,100	$	(4,225	)	$	875



December 31, 2012
Axis Group:
Customer relationships	10 years	$	2,000	$	(1,117	)	$	883
Developed technology	7 years		3,100		(2,472	)		628

	8 years	$	5,100	$	(3,589	)	$	1,511

No charges for impairment of definite-lived intangibles assets were recorded during the period ended December 27, 2013 and the year ended December 31, 2012 for the Axis Group.

Amortization of definite-lived intangibles was $636,000 for the period ended December 27, 2013 and $643,000 for the year ended December 31, 2012. For intangible assets subject to amortization, expected amortization expense for the next four years is as follows: $389,000 in 2014, $200,000 in 2015, $200,000 in 2016 and $86,000 in 2017.

Insurance liabilities recoverable as of December 27, 2013 were classified as current assets within the accompanying balance sheets (see Note 5).

Accrued Liabilities includes the receipt of $9.0 million cash proceeds resulting from the sale which were transferred from Jack Cooper to the Company the morning of December 27, 2013.

For the claim year ended December 31, 2012, the Company retains liability for U.S. automobile liability claims for the first $250,000 per occurrence with no aggregate limit. Claim amounts in excess of $250,000 per occurrence are covered by excess insurance. For the claim years 2006 through 2011, the Company retains liability for U.S. automobile liability claims for the first $1.0 million per occurrence with no aggregate limit. Claim amounts in excess of $1.0 million are covered by excess insurance. For years prior to 2006, the Company retained risk within certain limits through high deductibles but has commuted those risks to third-party insurance providers.

In Canada, the Company retains liability up to USD $250,000 for each auto liability claim, with no aggregate limit. Claim amounts in excess of USD $250,000 are covered by excess insurance.

The Company retains liability of up to $250,000 for each cargo damage claim in the U.S. and up to USD $250,000 for each cargo damage claim in Canada. There is no aggregate limit. Claim amounts in excess of these amounts are covered by excess insurance.

For certain of its operating subsidiaries, the Company is qualified to self-insure against losses relating to workers' compensation claims in the states of Georgia, Missouri and Ohio. For these states,

the Company retains respective liabilities of $500,000 in Georgia and Missouri and $350,000 in Ohio with no aggregate limit. Claim amounts in excess of these amounts are covered by excess insurance. Florida was an approved self-insured state until July 1, 2008 when it was placed in the guaranteed cost program. Until July 1, 2008, the self-insured retention for Florida was $400,000 with no aggregate limit.

In those states where the Company is insured for workers' compensation claims, the majority of the risk in 2013 and 2012 is covered by a fully insured program with no deductible. For prior years, the Company retained risk within certain limits through high deductibles or self insured retentions.

Claims and insurance liabilities are adjusted periodically, as claims develop, to reflect changes in actuarial estimates based on actual experience. During the period ended December 27, 2013, the estimated ultimate amount of claims from prior years decreased approximately $1.1 million, net of an exchange rate gain of $723,000. During the year ended December 31, 2012, the estimated ultimate amount of claims from prior years decreased approximately $6.7 million, net of an exchange rate loss of $252,000.

Workers' compensation losses in Canada are covered by government insurance programs to which the Company makes premium payments. In certain provinces, the Company is also subject to retrospective premium adjustments based on actual claims losses compared to expected losses. The Company's liabilities include an estimate of retrospective adjustments based on historical experience and the most recently available actual claims data provided by the government.

The amounts recognized in the consolidated balance sheets as of December 27, 2013 and December 31, 2012 represent the undiscounted estimated ultimate amount of claims, net of payments made to date, with the amounts further reduced by the remaining fair value adjustment of $722,000 and $878,000 as of December 27, 2013 and December 31, 2012, respectively.

The Company leases office space, certain terminal facilities, computer equipment and other equipment under noncancelable operating lease agreements that, as of December 27, 2013, expire at various times through 2026. Rental expense under noncancelable leases was approximately $5.2 million and $5.5 million for the period ended December 27, 2013 and the year ended December 31, 2012, respectively.

The Company also leases certain terminal facilities and equipment under cancelable leases. The total rental expense under cancelable building and equipment leases was approximately $1.1 million and $1.0 million for the period ended December 27, 2013 and the year ended December 31, 2012, respectively.

In 2007, the Company entered into a long-term lease agreement with NYC-EDC (the landlord) to operate an auto-marine facility in Brooklyn, NY ("SBMT"). Under the terms of the lease, the landlord was required to complete certain improvements to SBMT, which in turn would trigger an obligation by the Company to expend no less than $5 million on improvements to the facility in the five years following the completion of the landlord work, with no less than $2 million of such expenditures to be made within the first two years. The parties dispute when, if ever, that landlord work was completed,

and are having on-going discussions regarding that issue as well as the amount and timing of the improvement expenditures required of the Company.

The Company had a services purchase agreement with IBM that was due to expire in 2019 for the outsourcing of technology services. As of December 31, 2012, the purchase commitment over the remaining life of the agreement totaled $32.9 million. In accordance with the Chapter 11 procedures the Company's filed a motion to reject this agreement which was approved with an effective date of December 20, 2013.

Since December 27, 2013, the Company has terminated all but three operating leases. Future minimum lease commitments for the Company's remaining operating leases with an initial or remaining noncancelable lease term in excess of one year are as follows (in thousands):

In connection with the Chapter 11 Proceedings, on June 12, 2012, the Company entered into debtor-in-possession financing (the "Original DIP Facility) of up to $20 million. Yucaipa American Alliance Fund II, LLC served as agents for the lenders, Yucaipa Leveraged Finance, LLC and CB Investments, LLC. The Original DIP Facility provided for aggregate financing of up to $20 million, which primed the senior secured credit facilities. The Original Dip Facility contained provisions that it could be prepaid on any business day in whole or in part, in an aggregate minimum amount of $1,000,000 and at integral multiples of $250,000 in excess of that amount. The Original DIP Facility bore interest at an annual rate of, if a Base Rate Loan, at (A) the greater of (x) three and one-half

percent (3.50%) and (y) the Base Rate plus (B) six and one-half percent (6.50%), and if a Eurodollar Rate Loan, at (A) the greater of (x) two and one-half percent (2.50%) and (y) the Adjusted Eurodollar Rate plus (B) seven and one-half percent (7.50%). In addition, the Company was charged a fee of 0.75% on the unused portion of the Original DIP Facility. The Original DIP facility contained customary affirmative and negative financial covenants for debtor-in-possession financing including an adjusted EBITDA minimum, as defined in the agreement, minimum liquidity measures and a limit on capital expenditures.

On June 21, 2013 a motion was granted for a replacement debtor-in-possession credit facility (New DIP Facility) in an aggregate principal amount not to exceed $33.5 million to refinance in full the Original DIP Facility and on July 1, 2013 the Original DIP Facility was paid in full. The New DIP Facility bore interest at an annual rate of, if a Base Rate Loan, at (A) the greater of (x) three and one-half percent (3.50%) or (y) the Base Rate plus (B) seven and one-half percent (7.50%), and if a Eurodollar Rate Loan, at (A) the greater of (x) two and one-half percent (2.50%) or (y) the Adjusted Eurodollar Rate plus (B) eight and one-half percent (8.50%). In addition, the Company was charged a fee of 0.75% on the unused portion of the revolving credit facility. On December 27, 2013, as part of the Transaction, the New Dip Facility was repaid in full. However, based on presentation of the financial statements excluding the impact of the Transaction, the outstanding New DIP liability is presented within Current Maturities of Long Term Debt.

The Company has a First Lien Facility which was to mature on May 29, 2012 and a Second Lien Facility which was to mature on November 2012.

The Company was in violation of various covenants (as described below) and worked with its lenders on various financing arrangements, including amendments to existing credit agreements, to resolve these covenant violations. However, the Company was unable to amend the senior secured credit facilities and the lenders terminated their lending commitments and declared the outstanding loans, along with accrued interest, immediately due and payable. Accordingly, the Company has classified its obligations related to the senior secured credit facilities as Liabilities Subject to Compromise as of December 27, 2013 and December 31, 2012.

As a result of the covenant violations, the Company was required to pay the default rate of interest under the senior secured credit facilities on all outstanding loans. The default rate of interest is 2% over the otherwise applicable rates described below.

Prior to the covenant violations amounts outstanding under the senior secured credit facilities bore interest at the following annual rates:

In addition, among the fees that the Company is charged under the senior secured credit facilities are the following: (a) a credit fee pursuant to the Letter of Credit Facility equal to the Adjusted Eurodollar Rate plus 4.15% per annum times the average daily amount deposited by the lenders under the Letter of Credit Facility; (b) a commitment fee of 1.75% per annum times the daily average undrawn portion of the First Lien Term Loan Facility; (c) a commitment fee of 0.375% per annum times the daily average undrawn portion of the First Lien Revolver; and (d) a fronting fee under the Letter of Credit Facility of 0.55% of the average daily maximum amount available to be drawn under letters of credit issued under the Letter of Credit Facility.

The senior secured credit facilities include customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports and maintenance of corporate existence. The negative covenants limit the Company's ability to, among other things, incur debt, incur liens, make investments, sell assets, or declare or pay any dividends on capital stock. The financial covenants included in the senior secured credit facilities limit the amount of annual capital expenditures and set forth a maximum total leverage ratio and minimum interest coverage ratio. In addition, the senior secured credit facilities require mandatory prepayment with the net cash proceeds from certain asset sales, equity offerings, and any insurance proceeds that the Company receives.

The senior secured credit facilities include customary events of default including events of default related to (i) failure to make payments when due under the senior secured credit facilities, (ii) failure to comply with the financial covenants set forth in the senior secured credit facilities, (iii) defaults under other agreements or instruments of indebtedness, (iv) the granting of certain other super-priority administrative expense claims or non-permitted liens or the invalidity of liens securing the senior secured credit facilities, (v) the stay, amendment or reversal of the bankruptcy court orders approving the debtor-in-possession financing, (vi) the granting of relief from the automatic stay to holders of security interests in assets in the Company with a book value in excess of $1.0 million that would have a material adverse effect on the Company or (vii) a change in control of the Company.

Obligations under the First Lien Facility are secured by a first priority lien on 100% of the capital stock of the Company's domestic and Canadian subsidiaries, 65% of the capital stock of its direct foreign subsidiaries, all of its current and after-acquired personal and real property and all intercompany debt subject to the Original DIP Facility priming. The Company's First Lien Credit Facility included a provision that allowed the Company's affiliates, including Yucaipa, to become lenders under that agreement but only if they contribute such rights and obligations to the Company in the form of capital contributions. The provision was amended in 2009 to permit the Company's affiliates to be lenders under the agreement, with the same rights as the other first lien lenders, without any requirement to contribute loans or commitments to the Company. After this amendment, Yucaipa acquired a majority of the face value of the obligations outstanding under the Company's Amended First Lien Facility (Note 14, Related party Transactions). In a civil action brought by certain other lenders under the First Lien Facility, a judgment was entered by a New York court declaring this amendment to be ineffective. This judgment was largely affirmed on appeal, except that the appellate court held that there was a disputed issue, not amenable to summary judgment, as to whether one of the first lien lenders, had waived its rights to challenge the validity of this amendment. The New York civil action remains pending, and other litigation is pending between Yucaipa and other lenders under the Company's Amended first Lien Facility.

Obligations under the Second Lien Facility are secured by a second priority lien on 100% of the capital stock of the Company's domestic and Canadian subsidiaries, 65% of the capital stock of its direct foreign subsidiaries, all of its current and after-acquired personal and real property and all intercompany debt subject to the DIP Facility priming. The liens securing the Second Lien Facility have been subordinated to the liens securing the First Lien Facility.

The senior secured credit facilities and other related amounts are included in liabilities subject to compromise (Note 3, Chapter 11 Proceedings).

During 2013, the Company maintained the Allied Defined Benefit Pension Plan, a trusteed noncontributory defined benefit pension plan for management and office personnel in the U.S., under which benefits were paid to eligible employees upon retirement based primarily on years of service and compensation levels at retirement. Effective April 30, 2002, the Company froze employee years of service and compensation levels in the Allied Defined Benefit Pension Plan. The Company's funding policy was to contribute annually at a rate that was intended to fund past service benefits over a 30-year period.

The Company also provided certain healthcare and life insurance benefits for eligible U.S. employees who retired prior to July 1, 1993 and their dependents, and for certain U.S. employees participating in the 1999 voluntary early retirement plan. Generally, the healthcare plan paid a stated percentage of most medical expenses reduced for any deductibles and payments by government programs or other group coverage. During 2004, the Company began requiring participants to contribute to the monthly healthcare premiums. The life insurance plan pays a lump-sum death benefit based on the employee's salary at retirement. The Company funded the cost of these premiums as they became due. Employees retiring after July 1, 1993 who are not participants in the 1999 voluntary early retirement plan are not entitled to any postretirement medical or life insurance benefits under this plan.

In 1997, in connection with the Ryder acquisition, the Company assumed the obligations of a postretirement benefit plan to provide retired employees with certain healthcare and life insurance benefits. Substantially all employees employed at the time of the acquisition and not covered by union-administered medical plans and who had retired as of September 30, 1997 were eligible for these benefits. Benefits were generally provided to qualified retirees over age 65 and eligible dependents. Employees retiring after September 30, 1997 are not entitled to any postretirement medical or life insurance benefits under this plan. Furthermore, in the acquisition the Company assumed postretirement medical and life insurance obligations as negotiated under a collective bargaining agreement with a local union at a certain terminal. The Company also assumed two defined benefit pension plans for employees at the same terminal. During 2013, both of these plans were currently active.

In 1994, in connection with the acquisition of Auto Haulaway, a Canadian company, the Company assumed the obligations of a postretirement benefit plan to provide certain retired employees with healthcare and life insurance benefits. The benefits were provided in the form of insurance premium

payments for life, medical and dental coverage. This plan has been frozen since July 1, 1995, and as a result, no new retirees are being added to the plan.

As of May 2012, the Company ceased paying contributions to its three defined-benefit pension plans as the contributions were deemed a pre-petition obligation as a result of the Chapter 11 filing on May 17, 2012. On September 25, 2013 the Debtors entered into agreements with the Pension Benefit Guaranty Corporation ("PBGC") for the "Appointment of Trustee and Termination of Plan" for the three defined-benefit pension plans. Upon signing, these agreements became effective and the Agreements provided that the plans were terminated effective August 22, 2013. The PBGC has asserted a claim of approximately $34 million to the Bankruptcy Court for the amount that the pension plans were underfunded. The Company concluded that additional amounts were not probable of payment and accordingly, no adjustment has been made to amounts already recorded within liabilities subject to compromise.

A substantial number of the Company's employees were covered by union-sponsored, collectively bargained multi-employer pension plans which are governed by the Multiemployer Pension Plan Amendments Act of 1980 ("MPPAA"). MPPAA provides that if an employer withdraws from participating in a multiemployer plan, the withdrawing employer can be liable for any unfunded vested benefits that are attributed to the employer under applicable rules. During 2012 and 2013, certain multiemployer pension plans asserted that the Debtors had withdrawn, partially or completely, from the plans. The largest of these withdrawal liability claims is a claim by Central States, Southeast and Southwest Areas Pension Fund, which has asserted a claim of $939 million to the Bankruptcy Court for the withdrawal occurring as a consequence of the cessation of covered operations on December 27, 2013. The Company concluded that additional amounts were not probable of payment and accordingly, no adjustment has been made to amounts already recorded within liabilities subject to compromise.

As of December 31, 2013, the Company terminated the U.S. postretirement medical (including dental and vision) plan. The Company subsequently has paid a monthly subsidy to the remaining retirees equal to the cost of the plan less any retiree contributions to the plan. The Company expects to continue these payments until the Company fully emerges from Chapter 11, at which time the benefits will end. This has been accounted for as a negative plan amendment in the financial statements.

The change in the projected benefit obligation of the defined benefit pension plans and the other postretirement benefit plans as well as the change in plan assets of the defined benefit pension and other postretirement benefit plans consisted of the following (in thousands):

	Defined Benefit Pension Plans						Other Postretirement Benefit

For the period/year ended	December 27, 2013			December 31, 2012			December 27, 2013			December 31, 2012
Benefit obligation at beginning of period	$	66,001		$	63,435		$	2,674		$	2,719
Interest cost		1,576			2,495			72			89
Participants' contributions		—			—			82			87
Actuarial (gain) loss		(3,099	)		3,766			21			127
Benefits paid		(2,505	)		(3,695	)		(377	)		(380	)
Settlement		(61,973	)		—			(1,676	)
Foreign exchange (gain) loss		—			—			(42	)		32

Benefit obligation at end of period	$	—		$	66,001		$	754		$	2,674



Change in plan assets:
Fair value of plan assets at beginning of period	$	43,410		$	40,195		$	—		$	—
Actual return on plan assets		4,429			5,842			—			—
Employer contributions		—			1,068			295			293
Participants' contributions		—			—			82			87
Assets taken over by PBGC		(45,334	)		—			—			—
Benefits paid		(2,505	)		(3,695	)		(377	)		(380	)

Fair value of plan assets at end of period		—			43,410			—			—

Funded status—deficiency	$	—		$	(22,591	)	$	(754	)	$	(2,674	)



Net liability recognized in the consolidated balance sheet:
Current liabilities	$	—		$	—		$	(230	)	$	(241	)
Non-current liabilities		—			(22,591	)		(524	)		(2,433	)

Total	$	—		$	(22,591	)	$	(754	)	$	(2,674	)

The accumulated benefit obligation for the defined benefit pension plans was the same as the projected benefit obligation at December 31, 2012.

The amounts recognized in other comprehensive loss were as follows (in thousands):

	Defined Benefit Pension Plans			Other Postretirement Benefit Plans			Total

For the period ended December 27, 2013
Net actuarial losses (gains):
Arising during the period	$	(5,588	)	$	17		$	(5,571	)
Reclassified to net periodic cost		(1,556	)		—			(1,556	)
Plan termination		(17,827	)		(1,676	)		(19,503	)

	$	(24,971	)	$	(1,659	)	$	(26,630	)



For the year ended December 31, 2012
Net actuarial losses (gains):
Arising during the period	$	633		$	127		$	760
Reclassified to net periodic cost		(2,196	)		175			(2,021	)

	$	(1,563	)	$	302		$	(1,261	)

The amounts included in accumulated other comprehensive loss that has not been recognized in net periodic benefit cost are as follows (in thousands):

The amounts included in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost are as follows (in thousands):

Pension and postretirement benefits expected to be paid for the next five years and the aggregate amounts expected to be paid for the five fiscal years thereafter are given in the table below (thousands):

The following assumptions were used in determining the actuarial present value of the projected pension benefit obligation and postretirement benefit obligation:

The following assumptions were used in determining the net periodic benefit cost:

To develop the expected long-term rate of return on assets, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. The discount rates at December 27, 2013 and December 31, 2012 were based on plan specific yield curve analyses.

The net periodic benefit cost recognized for the defined benefit pension plans and the other postretirement benefit plans for the period ended December 27, 2013 and December 31, 2013 includes the following components (in thousands):

The Company's investment strategy for the plans was to maximize the long-term rate of return on plan assets within an acceptable level of risk in order to secure its obligation to pay benefits to qualifying participants while minimizing and stabilizing expense and contributions. The asset allocation for each plan was reviewed periodically for balancing of the asset mix within predetermined ranges by asset category. Risk was managed for each plan through these predetermined ranges by asset category, diversification of asset classes, periodic review of the investment policies and monitoring of fund managers for compliance with policies and performance as compared to a benchmark portfolio. Accordingly, the plan assets were invested in high quality fixed income and equity funds at the time the assets were taken over by the PBGC on September 25, 2013.

The weighted-average asset allocation of the pension plan assets at December 31, 2012 is as follows:

The following table presents the pension plan assets (in thousands) using the fair value hierarchy as of December 31, 2012. The fair value hierarchy has three levels based on the reliability of the inputs

used to determine fair value. See Note 2 for a brief description of the three levels under the fair value hierarchy.

A substantial number of the Company's employees are covered by union-sponsored, collectively bargained, multiemployer pension plans. The Company contributed and charged to expense approximately $19.7 million and $15.2 million for the period ended December 27, 2013 and the year ended December 31, 2012, respectively, for such plans. These contributions are determined in accordance with the provisions of negotiated labor contracts and are generally based on the number of hours worked. In the event the Company reduces the level of participation in any of these plans, it could incur a withdrawal liability for a portion of the unfunded vested benefit obligation of the plan, if any. If a withdrawal were to occur, the liability would be the actuarially determined unfunded obligation based on factors at the end of the plan year immediately preceding the date of withdrawal. Five multiemployer pension plans have asserted that the Company triggered a partial withdrawal due to the reduction in operations in 2011 and 2012 and a complete withdrawal in 2013 due to the cessation of its auto transport operations as a result of the sale of substantially all of the Company's assets on December 27, 2013 (See Note 18).

A substantial number of the Company's employees are covered by union-sponsored, collectively bargained, multiemployer health and welfare benefit plans. The Company contributed and charged to expense approximately $14.9 million and $13.1 million for the period ended December 27, 2013 and for the year ended December 31, 2012, respectively, in connection with these plans. These required contributions are determined in accordance with the provisions of negotiated labor contracts.

The Company has a 401(k) plan covering all of its employees in the U.S. No contributions other than employee deferrals from their pay were paid by the Company for the period ended December 27, 2013 and the year ended December 31, 2012. Administrative expenses for the 401(k) plan for the period ended December 27, 2013 and the year ended December 31, 2012 were paid by the 401(k) plan.

The Company has a management agreement with Yucaipa to provide various services for a fee of $1.5 million per year. For the year ended December 31, 2012 these fees were included in other operating expenses in the accompanying consolidated statements of operations. As of December 27, 2013 and December 31, 2012, $7.4 million of accrued management fees to Yucaipa is included in liabilities subject to compromise.

The Company's First Lien Facility included a provision that prohibited the Company or its affiliates, including Yucaipa, from becoming lenders under that agreement. The Company and its lenders amended the First Lien Facility to permit Yucaipa to acquire up to $50 million face value of the First Lien Facility but not to exceed 25% of the face amount then outstanding. Further, Yucaipa is permitted to contribute the debt to the Company as a capital contribution. In addition, the amendment requires that 50% of any debt purchased by Yucaipa must be converted to preferred stock of the Company within ten days of said purchase and also requires Yucaipa to waive voting rights and otherwise limit its rights as a lender under the First Lien Facility.

On August 21, 2009, the Company and its lenders further amended the First Lien Facility to (1) remove any limit on the amount of First Lien debt Yucaipa is permitted to buy and hold, and (2) remove the requirement that Yucaipa contribute 50% of any acquired First Lien debt to the Company as a capital contribution. Subsequently, Yucaipa purchased a majority of the face value of the obligations outstanding under the Company's Amended First Lien Facility. As of December 27, 2013 and December 31, 2012, Yucaipa holds 56.8% of the face value of the Company's senior secured credit facilities.

For the year ended December 31, 2012 the Company expensed $6.3 million of interest cost relating to the term loans acquired by Yucaipa. The Company ceased accruing interest on these loans as of the petition date. An accrual for interest on the term loans acquired by Yucaipa of $38.1 million is included in liabilities subject to compromise as of December 27, 2013 and December 31, 2012 (Note 12, Debt).

The following summarizes the components of the income tax expense (in thousands):

The income tax expense in the accompanying consolidated statements of operations differed from the amount computed by applying the statutory rate to the reported loss before income taxes primarily due to the net effects of the valuation allowance, nondeductible expenses, and state income taxes. Additionally, the income tax provision for the period ended December 27, 2013 does not include any impact from gains or losses attributable to the sale of substantially all of the Company's assets in the Jack Cooper Transaction at midnight on December 27, 2013 (See Note 2).

The Company's total deferred tax assets, deferred tax liabilities, and valuation allowance as of December 27, 2013 and December 31, 2012 are as follows (in thousands):

The significant components of the Company's deferred tax assets and liabilities include net operating loss carryforwards, fixed assets, insurance reserves, and pension liabilities. At December 27, 2013 and December 31, 2012, the Company had U.S. federal net operating loss carryforwards of $354.1 million and $337.5 million, respectively that expire between 2021 and 2033. Included in the federal loss carryforwards are the federal taxable losses related to the Company's Canadian operations, whose income and losses are included in the U.S tax return as well as in the Canadian tax returns. The net operating loss carryforwards for Canadian tax filing purposes at December 27, 2013 and December 31, 2012, total CDN $26.7 million and $30.0 million, respectively and expire between 2015 and 2032. In addition, at December 27, 2013 and December 31, 2012, $3.8 million and $4.6 million, respectively of foreign tax credit carryovers that will expire between 2014 and 2017 are available to reduce future income taxes.

In 2007, the Company realized a change in ownership under the provisions of IRC Section 382 of the Internal Revenue Code. As a result, the amount of its net operating loss carryforwards that can be utilized each year will be limited. The Company has not undergone a complete IRC Section 382 analysis to determine the amount of the annual net operating loss limitation. Given the Company's current tax posture, such analysis will be performed as the Company projects utilization of net operating losses.

The net change in the valuation allowance for the period ended December 27, 2013 and year ended December 31, 2012, was a decrease of $2.3 million and an increase of $12.0 million, respectively. The change in the valuation allowance for the period ended December 27, 2013 and the year ended December 31, 2012 includes an increase of $10.9 million and $17.8 million related to the net loss recorded for the year and a decrease of $13.2 million and an increase of $0.1 million related to changes in deferred tax assets through accumulated other comprehensive loss, respectively. Management concluded that at December 27, 2013, the Company continues to require a valuation allowance against all deferred tax assets since it concluded, after considering all sources of taxable income, that it is more likely than not that the deferred tax assets will not be realized. In its evaluation of the need for a

valuation allowance, the Company considered all sources of taxable income, including currently available tax-planning strategies, if any.

At December 27, 2013 and December 31, 2012, the Company accrued $0.4 million and $0.4 million in the accompanying consolidated balance sheets related to interest and penalties for uncertain tax positions, respectively.

The Company files income tax returns in the U.S. federal jurisdiction, Canada, Mexico and in various state and provincial jurisdictions. Tax years 2010 through 2012 remain subject to examination for federal, state and provincial jurisdictions.

The Company is involved in various litigation and environmental matters relating to employment practices, automobile liability, general liability, and other matters arising from operations in the ordinary course of business. In management's opinion, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position.

On November 13, 2009, the Company and Yucaipa, for the benefit of the Company and other participating financial institutions in the Senior Secured Credit Facilities, filed a lawsuit in the Superior court of Fulton County, Georgia against The CIT Group/ Business Credit, Inc. (CIT) for failure to properly perform its duties in the capacity of Administrative and Collateral Agent in the best interest of all parties involved. On or about December 21, 2009, CIT filed a counterclaim against the Company, claiming the Fourth Amendment to the First Lien Credit Facility is ineffective. On December 5, 2011, the parties to the CIT litigation settled all claims. Pursuant to the settlement, (1) all parties released all claims asserted in or related to the litigation and dismissed the litigation with prejudice; (2) CIT acknowledged the validity of the Fourth Amendment to the First Lien Credit Facility and the validity of Yucaipa's ownership of a majority of the first lien debt; (3) the Company and Yucaipa agreed not to contest the priority of CIT's revolver in the event of a liquidation; and (4) the Company agreed to direct a $16.9 million reduction in the Company's Letter of Credit Commitments Facility, with the proceeds distributed pro-rata to the first lien lenders.

During March 2011, the Company approached substantially all of its customers for rate increases as current rate levels were not sustainable and did not cover current operating costs. GM, Chrysler, Toyota and Honda in the US refused to accept the rate increases and consequently, the company made the decision to discontinue providing car hauling services to these companies. Three of the customers (Chrysler, Toyota and GM) claim the Company's actions constituted a breach of the agreements then in effect. GM has filed suit against Allied, seeking, inter alia, damages for breach of the carriage contracts. Allied disputes these claims, and has counter-sued. Chrysler has filed suit against Allied seeking the return of Chrysler vehicles in Allied's possession. The vehicles have been returned to Chrysler and Allied disputes any further obligation to Chrysler. Chrysler has threatened to amend the lawsuit to include claims against Allied for breach of the carriage contracts as a result of Allied's termination of services, but has not filed any such amendment to its Complaint to date.

On February 1, 2013, the Unsecured Creditor's Committee in the Company's bankruptcy filed an adversary proceeding against Yucaipa and certain current and former members of the Company's Board of Directors. The complaint seeks, inter alia, equitable subordination and/or re-characterization of the first lien debt held by Yucaipa, specific enforcement of the Third Amendment to the First Lien Credit Facility, disallowance of certain claims, and recovery of allegedly avoidable transfers. The complaint also asserts claims for breach of fiduciary duty and aiding and abetting breaches of fiduciary duties. Certain of the claims were brought in a derivative capacity on behalf of the Company. The outcome of the litigation is not expected to have a material adverse impact on the estate, but could result in a material reduction in the Company's obligations under the First Lien Credit Facility.

As part of the previously disclosed settlement agreement with Ryder System, Inc. (Ryder), the Company issued a letter of credit in favor of Ryder. The letter of credit issued to Ryder expired during 2009 and the $7.5 million was drawn down. Ryder may only use these funds if the Company fails to pay workers' compensation and liability claims assumed by the Company in the Ryder Automotive Carrier Group acquisition.

The Company entered into employment agreements with certain executive officers of the Company. The agreements provided for compensation to the officers in the form of annual base salaries and were for one-year terms that renewed automatically unless either party gave the required notice before the end of the then current term. In addition, the Company entered into an employment agreement with its President and Chief Executive Officer (CEO) that became effective on June 1, 2007 and was amended several times. Among other provisions, this agreement included provisions for a sign-on bonus, annual base salary, an annual performance-based bonus, options to acquire 300,000 shares of Company common stock at an exercise price of $18.30 and reimbursement of relocation and temporary living expenses. Each of the employment agreements provided for severance benefits based upon the occurrence of certain events as defined in the agreements. On January 7, 2014, the Company filed a motion in the U.S. Bankruptcy Court for the District of Delaware seeking to reject most of its employment agreements nunc pro tunc to January 1, 2014. The motion contemplates rejection of all of the employment agreements for employees still actively employed by the Company on or after December 27, 2013. The Company does not intend to honor the severance obligations contained in the agreements. The Company entered into Retention Incentive Agreements with key employees, under which the employees would be compensated in the event of a change of control occurring prior to January 1, 2014. To the extent the Jack Cooper Transaction triggered an obligation of the Company under these agreements, the Company does not intend to honor those obligations.

Employees of the Company's subsidiary, Allied Systems Ltd., which represents approximately 80% of its U.S. employees, are covered by the National Master Automobile Transporters Agreement (Master Agreement) with the Teamsters in the U.S. The Master Agreement with these employees commenced on June 1, 2011 and is scheduled to expire on August 31, 2015. The Company negotiates renewals to the Master Agreement through an industry-wide bargaining group called the National Automobile Transporters Labor Division (NATLD).

Allied Systems, Ltd. is covered by work preservation provisions in the Master Agreement mandate that no carhaul work be performed by employees who are not members of the IBT. In addition, Allied Automotive Group, Inc. has agreed to similar restrictions contained in a separate Work Preservation Agreement. However, Allied Systems Holdings, Inc. has refused to sign a new Work Preservation Agreement or renew the prior Ultimate Parent Work Preservation Agreement. On October 16, 2012, the IBT filed an Unfair Labor Practice Charge ("ULP") against Allied Systems, Ltd., Allied Automotive Group, Transport Support, Inc., and Allied Systems Holdings, Inc. asserting that all of them were bound to the Work Preservation Agreement. Allied countered with two ULPs against the union. All three ULPs were dismissed on January 31, 2013.

The Company's Collective Bargaining Agreement ("CBA") with the Canadian Auto Workers in Ontario and Quebec expires January 10, 2014. All of the Company's other CBAs in Canada expired on or prior to December 31, 2012.

On May 29, 2007, the effective date of the Company's Joint Plan of Reorganization arising from the Company's Chapter 11 filing on July 31, 2005, the authorized capital stock of the Company became 100 million shares of common stock, par value $0.01 per share, and 10 million shares of preferred stock, par value $0.01 per share.

The Company commenced the issuance of shares of new common stock pursuant to the Joint Plan of Reorganization as of the Effective Date. The new common stock was subject to the terms of the Amended Certificate of Incorporation (the New Certificate), which superseded the previous certificate of incorporation. The Joint Plan contemplated the issuance of 10 million shares of common stock to holders of allowed general, unsecured claims.

The increase in the valuation allowance for deferred income taxes for the period ended December 27, 2013 and the year ended December 31, 2012 included a decrease of $13.2 million and $0.1 million related to increases in deferred tax assets through accumulated other comprehensive loss, respectively.

On June 1, 2007, the Company granted its CEO the equivalent of options to acquire 300,000 shares of common stock at an exercise price of $18.30 and in July 2007 granted options to acquire an aggregate of 500,000 shares of the Company's common stock to four other executive officers under the same terms as the options granted to its CEO. These awards vested over five years, 20% per year on

the anniversary of the grant date, and expire after ten years. The fair value of these stock options was determined at the grant date using the Black-Scholes-Merton option pricing model.

The options granted to two of these executive officers to acquire 150,000 shares each of common stock were forfeited in January and July 2008 on the termination of their employment. For the period ended December 27, 2013 and the year ended December 31, 2012, the Company recognized compensation expense related to these awards of $0 and $274,000, respectively, based on a grant date fair value of $6.09 per option. At December 27, 2013 and December 31, 2012, all stock options were fully vested and there was no unrecognized compensation expense. No stock options were granted during the period ended December 27, 2013 and the year ended December 31, 2012.

As of December 27, 2013, the weighted average exercise price is $18.30 and the average remaining term is 3.45 years of the vested, exercisable and outstanding of 500,000 shares.

The options had no intrinsic value at December 27, 2013 and December 31, 2012 since the respective exercise price of all options exceeded the market value of a share of the Company's common stock. There were no stock option exercises during the period ended December 27, 2013 or the year ended December 31, 2012.

The agreements governing the Company's senior secured credit facilities each contain covenants restricting the Company's ability to pay dividends on its common stock (See note 12). No cash dividends were declared or paid during the period ended December 27, 2013 or the year ended December 31, 2012.

The Company discloses material events that occur after the balance sheet date but before the consolidated financials are issued. In general, these events are recognized in the consolidated financial statements if the condition existed at the date of the balance sheet, but are not recognized if the condition did not exist at the balance sheet date. The Company discloses non-recognized events if required to keep the consolidated financial statements from being misleading. Management evaluated events occurring subsequent to December 27, 2013 through July 31, 2014, the date the consolidated financial statements were available for issuance.

On September 13, 2013, the Company entered into an asset purchase agreement with Jack Cooper Holdings, Corp. ("Jack Cooper") for the sale of substantially all of the Company's assets (the "Jack Cooper Transaction"), which transaction successfully closed on December 27, 2013. The Company terminated all of its employees on or before December 31, 2013, the majority of whom immediately obtained employment with affiliates of Jack Cooper.

On October 9, 2013, the Company entered into an asset purchase agreement (the "SBDRE Purchase Agreement") with SBDRE LLC, an acquisition entity formed by Black Diamond Commercial Finance, L.L.C. and Spectrum Commercial Finance, L.L.C. as co-Administrative Agents under the Amended and Restated First Lien Secured Super Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement, dated May 15, 2007. Under the SBDRE Purchase Agreement, the Company

agreed to sell SBDRE LLC certain assets that had been excluded from the Jack Cooper Transaction. The SBDRE Purchase Agreement was to close by December 31, 2013, but, by agreement, the outside closing date was extended to June 30, 2014.

On March 21, 2014, the Company sold certain equipment to ATC Transportation LLC, a third party designated by SBDRE LLC under the SBDRE Purchase Agreement. On June 12, 2014, the Company sold certain owned real properties to affiliates of SBDRE LLC designated by SBDRE LLC under the SBDRE Purchase Agreement. On May 14, 2014, SBDRE LLC and the Company entered into a purchase agreement (the "SMBT Purchase Agreement") with a third party pursuant to which it was contemplated that SBDRE LLC would assign to such third party its rights under the SBDRE Purchase Agreement to assume the Company's lease (the "SBMT Lease") of the South Brooklyn Marine Terminal and to purchase related assets. The third party purported to terminate the SBMT Purchase Agreement as of June 30, 2014. The Company, with the consent of SBDRE LLC, thereupon rejected and terminated the SBMT Lease as of June 30, 2014.

As of the date of issuance of these financial statements, the Company has sold all remaining owned real properties with the exception of three properties, and has rejected, terminated, or assigned all real estate leases except a lease of property in Walkertown, North Carolina and except a short-term operating lease entered in April 2014 for office space.

The Company has substantially ceased business operations with the exception of providing services to Jack Cooper under a transition services agreement. A wind-down officer has been appointed to determine the appropriate course of action for the disposition of the remaining assets of the Company and for the resolution of the Company's obligations.

As of December 27, 2013, the Company's Canadian postretirement plan was transferred to Jack Cooper as part of the Jack Cooper sale transaction. As of December 31, 2013, the Company terminated all other benefit plans including the Allied 401(k) Retirement Plan, the Allied employee Benefit Plan and the Allied Health Care Spending Account Plan.

Offer to exchange all outstanding
$375,000,000 principal amount of
9.25% Senior Secured Notes due 2020

$375,000,000 principal amount of
9.25% Senior Secured Notes due 2020
registered under the Securities Act of 1933

	December 31, 2015

	Actual
	(in thousands)
Cash and cash equivalents	$	2,571



Long-term debt, including current maturities:
Original Notes, at par		375,000
Revolving credit facility		50,636
Term loan, at par		62,500
Other existing indebtedness(1)		5,311

Total long-term debt, including current maturities		493,447
Other existing liabilities(2)		9,903

Total debt	$	503,350



Total stockholder deficit		(293,431	)

Total capitalization	$	209,919

	As of December 31,

(in thousands)	2015			2014			2013
Cash and cash equivalents	$	2,571		$	7,100		$	3,507
Working capital deficit		(60,344	)		(69,306	)		(56,680	)
Amounts available under revolving credit facility		39,289			21,832			23,564
Long-term debt, including current maturities and revolving credit facility		503,350			464,698			442,769
Stockholders' deficit		(293,431	)		(226,961	)		(180,031	)

(in thousands)	Total		<1 year		1 - 3 years		3 - 5 years		>5 years

Outstanding debt including interest(1)	$	611,554	$	40,450	$	144,073	$	427,031	$	—
Operating lease obligations(2)		26,318		9,996		12,035		3,612		675
Defined benefit pension plans(3)		15,931		4,239		4,135		2,181		5,376
Revolving credit facility(4)		50,636		50,636		—		—		—
Separation and non-compete agreement obligations(5)		1,449		589		624		236		—
Workers compensation agreement obligations(6)		14,827		14,827		—		—		—

Total(7)	$	720,715	$	120,737	$	160,867	$	433,060	$	6,051

Name

T. Michael Riggs(1)	2015	650,000	—	28,448	678,448
Chief Executive Officer, President & Treasurer	2014	700,000	850,000	26,133	1,576,133
Michael S. Testman(2)	2015	400,000	—	15,515	415,515
Chief Financial Officer	2014	418,500	513,000	4,081	935,581
Theo Ciupitu(3)	2015	330,000	—	7,901	337,901
Executive Vice President, Secretary and General Counsel	2014	346,500	397,000	6,101	749,601

Name	Fees Earned or Paid in Cash		Total

Edrienne Brandon	$	65,021	$	65,021
Gerry Czarnecki		77,000		77,000
J. Kevin McHugh		75,438		75,438
J.J. Schickel		73,250		73,250
James Chapman		57,000		57,000
Kirk Ferguson		67,313		67,313
Sam Torrence		79,900		79,900


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			iii
PROSPECTUS SUMMARY			1
RISK FACTORS			21
USE OF PROCEEDS			45
RATIO OF EARNINGS TO FIXED CHARGES			46
CAPITALIZATION			47
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA			48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION			53
BUSINESS			78
MANAGEMENT			90
EXECUTIVE COMPENSATION			97
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			101
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			102
DESCRIPTION OF OTHER INDEBTEDNESS			104
DESCRIPTION OF THE EXCHANGE NOTES			105
THE EXCHANGE OFFER			175
BOOK ENTRY, DELIVERY AND FORM			185
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			187
PLAN OF DISTRIBUTION			188
LEGAL MATTERS			188
EXPERTS			188
WHERE YOU CAN FIND MORE INFORMATION			189
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

	December 31, 2015			December 31, 2014			December 31, 2013

	(in thousand)
Condensed Consolidated Balance Sheet Data:
Cash and cash equivalents, excluding restricted cash	$	2,571		$	7,100		$	3,507
Total assets	$	305,067		$	346,992		$	385,198
Long-term debt, less current maturities	$	449,204		$	387,965		$	389,905
Total stockholders' deficit	$	(293,431	)	$	(226,961	)	$	(180,031	)

		Termination

Name	Benefit	Upon Death or Disability $		By the Company Without Cause $		By the Executive for Good Reason $		By the Company for Cause or by the Company Without Good Reason $
T. Michael Riggs	Cash Payments		—		975,000		—		—
	Benefits		—		—		—		—
Michael S. Testman(1)	Cash Payments		—		—		—		—
	Benefits		—		—		—		—
Theo Ciupitu	Cash Payments		—		495,000		—		—
	Benefits		—		—		—		—

	Beneficial Ownership

Name of Beneficial Owner	Number of Class A Shares			Percent of Class
T. Michael Riggs		632,260	(1)		78.95	%
Sam Torrence		1,000			*
Kirk Ferguson		1,000			*
J.J. Schickel		1,000			*
Gerry Czarnecki		1,000			*
Michael S. Testman		—			—
Sarah Amico		—			—
Theo Ciupitu		—			—
James Chapman		—			—
Edrienne Brandon		—			—
J. Kevin McHugh		—			—
Directors & Executive Officers as a Group		636,260			79.45	%

Year

2016	106.938	%
2017	104.625	%
2018	102.313	%
2019 and thereafter	100.000	%

		Page

Consolidated Financial Statements of Jack Cooper Holdings Corp.
Reports of Independent Registered Public Accounting Firm			F-2
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2015, 2014 and 2013			F-3
Consolidated Balance Sheets as of December 31, 2015 and 2014			F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013			F-5
Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2015, 2014 and 2013			F-6
Notes to Consolidated Financial Statements			F-7
Consolidated Financial Statements of Allied Systems Holdings for the year ended December 31, 2012 and the period from January 1, 2013 to December 27, 2013
Report of Independent Certified Public Accountants			F-58
Consolidated Balance Sheets			F-60
Consolidated Statements of Comprehensive Loss			F-61
Consolidated Statements of Changes in Stockholders' Deficit			F-62
Consolidated Statements of Cash Flows			F-63
Notes to Consolidated Financial Statements			F-64

(in thousands)	Beginning of Year					End of Year

Allowance for doubtful accounts:
December 31, 2015	$	2,768	2,156	(3,133	)	$	1,791
December 31, 2014	$	690	1,996	82		$	2,768
December 31, 2013	$	473	524	(307	)	$	690

(in thousands)	2015		2014

Land	$	7,045	$	7,045
Carrier revenue equipment		269,019		256,028
Buildings and equipment		37,559		33,093
Leasehold improvements		2,756		3,808
Construction in process		4,421		2,951

		320,800		302,925
Less: accumulated depreciation		181,690		141,952

Property and equipment, net	$	139,110	$	160,973


Carrier revenue equipment		5 - 12 years
Buildings and equipment		3 - 15 years
Leasehold improvements		1 - 5 years
Finite-lived intangibles		3 - 10 years

(in thousands)	Beginning of Year						End of Year

Claims reserves:
December 31, 2015	$	22,946	61,197	(70,282	)	—	$	13,861
December 31, 2014	$	24,387	54,840	(56,281	)	—	$	22,946
December 31, 2013	$	36,807	29,171	(42,841	)	1,250	$	24,387

(in thousands)	2015			2014

9.25% Senior Secured Notes	$	375,000		$	375,000
MSD Term Loan		62,500			—
Premium on 9.25% Senior Secured Notes		5,780			6,786
Discount on MSD Term Loan		(2,274	)		—
Mortgage(A)		1,805			1,854
Note Payable(B)		1,170			1,433
Note Payable(C)		3,232			3,316
Note Payable(D)		3,328			597
Note Payable(E)		2,173			3,043

		452,714			392,029
Less: current maturities		(3,510	)		(4,064	)

	$	449,204		$	387,965

(in thousands)	2015			2014

Estimated pension withdrawal liabilities(A)	$	2,231		$	8,842
Severance and non-compete(B)		1,264			2,882
Registration rights(C)		2,651			4,361
Tax liability(D)		455			500
Other(E)		66			51

		6,667			16,636
Less current maturities(F)		(3,158	)		(5,978	)

	$	3,509		$	10,658

(in thousands)	2015			2014			2013

Computed "expected" tax benefit	$	(24,111	)	$	(21,530	)	$	(18,646	)
Adjustments to tax expense attributable to:
Permanent Items		567			251			2,372
Goodwill impairment		5,430
State income taxes, net		(1,594	)		(1,857	)		(1,888	)
Foreign and other rate items		1,088			1,090			2,527
Valuation allowance		19,634			23,228			14,960
Other, net		15			37			(292	)

Actual provision for income tax expense (benefit)	$	1,029		$	1,219		$	(967	)

(in thousands)	2015		2014		2013

Unrecognized net periodic pension and other post-retirement benefit cost	$	16	$	—	$	314
Marketable securities held-for-sale		—		—		71

(in thousands)	2015			2014

Deferred tax asset—current	$	—		$	1,639
Deferred tax asset—long-term		6			—
Deferred tax liability—long-term		(9,511	)		(10,836	)

Net deferred tax liability	$	(9,505	)	$	(9,197	)

(in thousands)	2015			2014			2013

Balance at beginning of period	$	246		$	268		$	—
Additions based on tax positions related to the current year		—			—			268
Additions for tax positions of prior years		—			—			—
Reductions for tax positions of prior years		(27	)		(22	)		—
Reductions for settlements with taxing authorities		—			—			—
Reductions for lapse of statute of limitations		—			—			—

Balance at end of period	$	219		$	246		$	268

(in thousands)	2015			2014

Change in benefit obligation
Beginning of year	$	6,565		$	5,548
Service cost		194			125
Interest cost		237			246
Actuarial (gain) loss		(158	)		896
Curtailments, settlements, and special termination benefits		—			—
Benefits paid		(267	)		(250	)

End of year	$	6,571		$	6,565

(in thousands)	2015			2014

Change in fair value of plan assets
Beginning of year	$	4,751		$	4,770
Actual return on plan assets		169			231
Employer contributions		63			—
Settlement		—			—
Benefits paid		(267	)		(250	)

End of year		4,716			4,751

Funded status at end of year	$	(1,855	)	$	(1,814	)

(in thousands)	2015			2014			2013

Service cost	$	194		$	124		$	119
Interest cost		237			246			225
Expected return on plan assets		(312	)		(313	)		(280	)
Amortization of net loss		133			104			171

Net periodic benefit cost	$	252		$	161		$	235



Expected return on assets	6.75	%	6.75	%	6.75	%
Discount rate for defined benefit obligation	3.70	%	3.70	%	4.54	%
Discount rate for net periodic benefit cost	4.00	%	4.54	%	4.10	%

Asset Category	Target Allocations

Equity securities	50% to 70%	67	%	68	%
Debt securities	30% to 50%	32	%	31	%
Cash and cash equivalents	0% to 15%	1	%	1	%

(in thousands)	2015 Fair Value		Level 1		Level 2		Level 3

Cash and cash equivalents	$	24	$	24	$	—	$	—
Equity securities
U.S. companies		2,606		2,606		—		—
International companies		564		564		—		—
Fixed income securities
U.S. government		742		—		742		—
U.S. corporate bonds		690		—		690		—
International bonds		90		—		90		—

Total	$	4,716	$	3,194	$	1,522	$	—


	Level 1:		Unadjusted quoted market prices in active markets for identical assets or liabilities.
	Level 2:		Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
	Level 3:		Unobservable inputs for the asset or liability.

	December 31, 2015

(in thousands)	Total		Level 1		Level 2		Level 3
Marketable securities held-for-sale	$	—	$	—	$	—	$	—

(in thousands)	2015			2014		2013

Interest paid	$	44,134		$	38,271	$	24,931
Taxes paid, net of refunds		58			299		126
Pension adjustments		(26	)		1,035		809

	2015

(in thousands)	Transport			Logistics			Segments Total			Corporate			Consolidated
Operating revenue	$	666,681		$	61,908		$	728,589		$	—		$	728,589
Operating income (loss)		(284	)		(13,215	)		(13,499	)		(1,553	)		(15,052	)
Capital expenditures		30,609			549			31,158			29			31,187
Total assets		278,340			23,543			301,883			3,184			305,067

(in thousands)	2015		2014		2013

Operating revenue
United States	$	657,962	$	690,469	$	499,648
Canada		66,165		88,667		15,041
Other foreign operations		4,462		4,144		—

Total operating revenue	$	728,589	$	783,280	$	514,689



Property and equipment, net
United States	$	126,769	$	140,290	$	164,389
Canada		12,193		20,457		28,599
Other foreign operations		148		226		310

Total property and equipment, net	$	139,110	$	160,973	$	193,298

	December 27, 2013		December 31, 2012

Current maturiities of long-term debt	$	273,918	$	273,918
Accrued interest		70,197		70,193
Accounts payable		22,721		7,014
Defined benefit pension plans		—		22,591
Other post retirement benefits		751		2,672
Multiemployer pension withdrawal liabilities		8,163		8,163
Yucaipa management fees		7,449		7,445
Other accrued liabilities		655		680

	$	383,854	$	392,676

	2013		2012

Legal and professional fees	$	17,021	$	7,559
US trustee fees		407		460
Employee retention plan		404		380

	$	17,832	$	8,399

	December 27, 2013		December 31, 2012

Prepaid insurance	$	1,160	$	4,259
Insurance liabilities recoverable		34,126		6,547
Prepaid licenses		405		483
Prepaid taxes		1,308		637
Other		541		1,820

	$	37,540	$	13,746