10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2006
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission File No. 0-18605

SWIFT TRANSPORTATION CO., INC.

(Exact name of registrant as specified in its charter)

Nevada	86-0666860
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2200 South 75th Avenue Phoenix, AZ 85043

(Address of principal executive offices) (Zip Code)

(602) 269-9700

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value NASDAQ Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o

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

At June 30, 2006, the aggregate market value of our common stock held by non-affiliates was $2,376,872,888, based on the closing price of our common stock as quoted on the Nasdaq Global Select Market as of such date.

The number of shares outstanding of our common stock on February 26, 2007 was 75,147,473.

DOCUMENTS INCORPORATED BY REFERENCE

Information required by Part III, Items 10, 11, 12, 13 and 14 will be provided as an amendment to this Report on Form 10-K.

TABLE OF CONTENTS

			Page
PART I
	Item 1.	Business	2
	Item 1A.	Risk Factors	8
	Item 1B.	Unresolved Staff Comments	11
	Item 2.	Properties	11
	Item 3.	Legal Proceedings	13
	Item 4.	Submission of Matters to a Vote of Security Holders	13
PART II
	Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
	Item 6.	Selected Financial Data	15
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
	Item 8.	Financial Statements and Supplementary Data	32
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
	Item 9A.	Controls and Procedures	61
	Item 9B.	Other Information	62
PART III
	Item 10.	Directors and Executive Officers of the Registrant	63
	Item 11.	Executive Compensation	63
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	63
	Item 14.	Principal Accounting Fees and Services	63
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	63
SIGNATURES			68
EX-21
EX-23
EX-31.1
EX-31.2
EX-32

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PART I

Item 1.   Business

Swift Transportation Co., Inc., a Nevada corporation headquartered in Phoenix, Arizona, is the holding company for several operating and other corporations. We are the largest publicly traded truckload carrier in the United States operating a fleet of 18,000 tractors, 50,000 trailers and 5,000 intermodal containers. We operate out of 31 major terminals in 26 states and Mexico combining strong regional operations, an expanding intermodal operation and various specialty and dedicated services. The principal commodities that we transport include retail and discount department store merchandise, manufactured goods, paper products, non-perishable and perishable food products, beverages and beverage containers and building materials. We operate in predominantly one industry, road transportation, as a truckload motor carrier and thus have only one reportable segment.

OPERATIONS

We provide transportation solutions for customers that are timely, efficient, safe and cost-effective. We create value for our customers by providing a variety of transportation services that help our customers better manage their transportation needs. Services offered include dry van, refrigerated van, flat-bed, container, and heavy hauling trailers and are offered on a for-hire basis or in a dedicated operation specific to a customer. We offer our services on a local, regional or North American basis. We have established a network of regional terminals and facilities strategically located in areas which have strong, diverse economies and provide access to key population centers. The terminals are often located in close proximity to major customers who provide us with significant traffic volume. Our terminal network establishes a local market presence and is designed to enable us to respond more rapidly to our customers’ and drivers’ changing requirements.

The achievement of significant regular freight volumes on high-density routes and the maintenance of consistent shipment scheduling over these routes are key elements of our operations. We employ network management and optimization tools to manage the complexity inherent in operating in short-to-medium-haul traffic lanes. Network management tools focus on four key elements:

•  Velocity — how quickly freight moves through our network

•  Price — how the load is rated on a revenue per mile basis

•  Lane Flow — how the lane fits in our network with backhauls or continuous moves

•  Seasonality — how consistent the freight is throughout the year

Our regional terminal network and operating systems also enable us to enhance driver recruitment and retention by maintaining open communication lines with our drivers and by planning loads that will regularly return drivers to their homes. Our operating systems provide access to current information regarding driver and equipment status and location, special load and equipment instructions, routing and dispatching. These systems enable our operations personnel to match available equipment and drivers to available loads and plan future loads based on the intended destinations. Our operating systems also facilitate scheduling regular equipment maintenance and fueling at our terminals or other locations, as appropriate, thereby enhancing productivity and asset utilization and minimizing empty miles and repair costs.

In 2005, we began expanding our intermodal capabilities to better serve our customers who utilize the rail network to transport freight. Intermodal service combines a linehaul move by rail for the underlying container with pick-up and delivery at origin and/or destination point. The pick-up and delivery associated with an intermodal move is known as drayage. As part of our initial expansion into intermodal, we assumed certain leases for 1,500 53 foot containers from the BNSF Railway. In addition to the BNSF units, in the fourth quarter of 2005, we purchased 1,500 steel intermodal containers and in the second and in the third quarters of 2006, we purchased a total of 2,000 additional steel containers. Our fleet at the end of 2006 totaled approximately 5,000 containers.

Through our dedicated service offering, we provide more tailored solutions to meet specific customer needs. Our dedicated operations are focused on designing and engineering specific transportation solutions and are

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typically supported by longer term contracts. Services offered include hauling dry van, flat-bed, heavy haul, refrigerated trailers and other regular services. Our dedicated operations are operated as part of our terminal network and leverage our operating systems to source backhaul opportunities to optimize the effective positioning of assets. In our dedicated operations, we typically provide transportation professionals on-site at the customer’s facilities and have a centralized team of transportation engineers to design and optimize transportation solutions to support private fleet conversions and/or augment the transportation requirements of our customers. We are also able to offer the capacity throughout our network to meet seasonal demands and surges.

In addition to our domestic operations, we have a growing cross border operation into Mexico that primarily ships through commercial border crossings from Laredo, Texas westward to California. In January 2004, we completed the acquisition of Trans-Mex, a carrier that focuses on shipments to and from Mexico. Our revenue from Mexican operations was $52 million, $48 million and $43 million in 2006, 2005 and 2004, respectively, prior to intercompany eliminations.

MARKETING AND CUSTOMERS

We concentrate our marketing efforts on expanding the amount of service we provide to existing customers as well as establishing new customers with shipment needs that complement our terminal network and existing routes. We have a sales staff of approximately 50 individuals across the United States and Mexico that works closely with senior management to establish and expand accounts. A member of senior management is assigned to each of our largest customers to ensure a high level of customer support.

When soliciting new customers, we concentrate on attracting non-cyclical, financially stable organizations that regularly ship multiple loads from locations that complement traffic flows of existing business. Customer shipping point locations are regularly monitored and, as shipping patterns of existing customers expand or change, we attempt to obtain additional customers that will complement the new traffic flow. Through this strategy we attempt to maximize equipment utilization.

Our strategy of growing business with existing customers provides us with a significant base of revenue. Although we do business with hundreds of customers, over 50% of our revenue is generated with our largest 25 customers. A summary of the revenue generated from our largest customers is as follows:

	% of Total Revenue
	Generated by Group of
	Customers
Customers	2006			2005			2004
Top 5		31	%		31	%		32	%
Top 10		41	%		40	%		42	%
Top 25		58	%		56	%		58	%

Wal-Mart, our largest customer, accounted for approximately 15% of our operating revenue during each of the last three years. No other customer accounted for more than 10% of operating revenue during each of the three years ended December 31, 2006. Our largest customers include retail and discount department store chains, manufacturers, non-perishable and perishable food companies, beverage and beverage container producers and building materials companies.

REVENUE EQUIPMENT

We acquire premium tractors to help attract and retain drivers, promote safe operations and minimize maintenance and repair costs. We believe the higher initial investment is recovered through improved resale value, improved fuel economy and reduced maintenance costs.

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The following table shows the type and age of our owned and leased equipment at December 31, 2006:

Model Year	Tractors(1)		Trailers
2007		2,641		40
2006		2,394		5,402
2005		3,678		1,594
2004		3,057		1,112
2003		1,863		3,159
2002		544		2,092
2001		269		5,228
2000 and prior		531		31,386
Total		14,977		50,013

(1) Excludes 2,950 owner-operator tractors.

Historically, we have purchased tractors and trailers manufactured to our specifications. From 1990 through 2003, we predominantly acquired tractors manufactured by Freightliner powered by Series 60 Detroit Diesel engines. Beginning in 2004, we began purchasing the majority of our tractors from Volvo. We adhere to a comprehensive maintenance program that minimizes downtime and enhances the resale value of our equipment. In addition to our maintenance facility in Phoenix, Arizona, we perform routine servicing and maintenance of our equipment at most of our regional terminal facilities, thus avoiding costly on-road repairs and out-of-route miles.

In 2001, the EPA released new requirements for cleaner diesel engine emissions for tractors manufactured in 2007. We did not accelerate our replacement schedule for tractor purchases in advance of the 2007 EPA compliant engines.

We have installed Qualcomm onboard, two-way vehicle satellite communication systems in virtually all of our tractors. This communication system links drivers to regional terminals and corporate headquarters, allowing us to rapidly alter routes in response to customer requirements and to eliminate the need for driver stops to report problems or delays. This system allows drivers to inform dispatchers and driver managers of the status of routing, loading and unloading or the need for emergency repairs. We believe this communications system improves fleet control, the quality of customer service and driver recruitment and retention. We intend to continue to install the communication system in substantially all tractors acquired in the future.

In 2005, we began to implement trailer tracking technology to better manage our large fleet of vans. This technology assists us in locating trailers and confirming the empty or loaded status. This technology helps with billing for detention charges and improves driver satisfaction. This information will enable our planners to manage our equipment more efficiently and should help to reduce the number of miles driven to locate available trailers. Through December 31, 2006 we had installed trailer tracking systems on approximately 34,000 trailers.

TRANSPLACE

In April 2000, together with five other publicly traded truckload carriers, we founded Transplace, Inc., an Internet-based transportation logistics company. We contributed our transportation logistics business and associated intangible assets to Transplace upon its formation. Our ownership interest in Transplace is approximately 29%. We report our equity interest in Transplace and our share of the profits and losses of Transplace in our consolidated financial statements using the equity method of accounting. See the Notes to Consolidated Financial Statements.

As a transportation logistics company, Transplace manages shippers’ transportation needs and receives a fee for this service. We may receive from Transplace the opportunity to provide transportation services to shippers. Through the second quarter of 2005, we were obligated to use Transplace to obtain any additional capacity we required from other trucking companies for our customers. In 2005, in connection with a shift in its business focus, Transplace agreed that all owners could independently source their additional capacity needs and hence, we restarted our own brokerage operation. During the years ended December 31, 2006, 2005 and 2004, we received less

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than 2% of our operating revenue from Transplace and paid less than 4% of our purchased transportation to Transplace.

In January 2005, we loaned $6.3 million to a subsidiary of Transplace. As of December 31, 2006, the carrying value of this note has been reduced to $334,000 as we have recorded approximately $5.7 million of our share of accumulated losses of Transplace and a principal payment of approximately $340,000 in 2006. At such time as the note is repaid in full, the amount of losses previously recorded as a reduction of the note receivable will be recognized as a gain.

EMPLOYEES

Terminal Staff

Our larger terminals are staffed with terminal managers, fleet managers, driver managers and customer service representatives. Our terminal managers work with the driver managers and the customer service representatives, as well as other operations personnel, to coordinate the needs of both our customers and our drivers. Terminal managers also are responsible for soliciting new customers and serving existing customers in their areas. Each fleet manager supervises approximately five driver managers at our larger terminals. Each driver manager is responsible for the general operation of approximately 40 trucks and their drivers, including driver retention, productivity per truck, routing, fuel consumption, safety and scheduled maintenance. Customer service representatives are assigned specific customers to ensure specialized, high-quality service and frequent customer contact.

Company Drivers

All our drivers must meet or exceed specific guidelines relating primarily to safety records, driving experience and personal evaluations, including a physical examination and mandatory drug testing. Upon being hired, a driver is trained in all phases of our policies and operations, safety techniques, and fuel-efficient operation of the equipment. All new drivers must pass a safety test and have a current Commercial Drivers License. In addition, we have ongoing driver efficiency and safety programs to ensure that our drivers comply with our safety procedures.

Senior management is actively involved with the development and retention of drivers. Recognizing the continuing need for qualified drivers, we have developed seven driver training academies across the country. Our academies are strategically located in areas where external driver-training organizations are lacking. In other areas of the country, we have contracted with driver-training schools, which are managed by outside organizations including local community colleges. Candidates for the schools must be at least 21 years old with a high school education or equivalent, pass a basic skills test and pass the U.S. Department of Transportation (“US DOT”) physical examination, which includes drug and alcohol screening. Students are required to complete three weeks of classroom study and driving range time and a six to eight week, on-the-road training program. We have established a driver mentor program to match experienced drivers with newer drivers to assist them as they start out.

In order to attract and retain qualified drivers and promote safe operations, we purchase premium quality tractors equipped with optional comfort and safety features, such as air ride suspension, air conditioning, high quality interiors, power steering, engine brakes and raised roof double sleeper cabs. We base our drivers at terminals and monitor each driver’s location on our computer system. We use this information to schedule the routing for our drivers so they can return home frequently. The majority of company drivers are compensated based on trip miles, loading/unloading and number of stops or deliveries, plus bonuses. The driver’s base pay per mile increases with the driver’s length of experience. Drivers employed by us participate in company-sponsored health, life and dental insurance plans and are eligible to participate in the 401(k) Plan and an Employee Stock Purchase Plan.

We have adopted a speed limit of 65 miles per hour for our tractors and 68 miles per hour for owner-operator tractors, which are below the speed limits of many states. We believe our adopted speed limit reduces the number of accidents, enhances fuel mileage and minimizes maintenance expense compared to operating without our imposed speed limits. Substantially all of our tractors are equipped with electronically controlled engines that are set to limit the speed of the vehicle.

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Driver Retention

We believe our innovative driver-training programs, driver compensation, regionalized operations, trailer tracking and late-model equipment provide important incentives to attract and retain qualified drivers. We have made a concerted effort to reduce the level of driver turnover and increase our driver satisfaction. We monitor the effectiveness of our driver programs by measuring driver turnover and actively addressing issues that may cause driver turnover to increase. No assurance can be given that a shortage of qualified drivers will not adversely affect us in the future.

Year-end Employment

As of December 31, 2006, we employed approximately 21,900 full-time employees, of whom approximately 17,900 were drivers (including driver trainees), 1,300 were mechanics and other equipment maintenance personnel and the balance were support personnel, such as sales personnel, corporate managers and administrative personnel. No driver or other employee is represented by a collective bargaining unit. In the opinion of management, our relationship with our drivers and employees is good.

OWNER-OPERATORS

To enhance our business, we enter into contracts with owner-operators. These owner-operators are drivers or fleet operators who, unlike drivers we employ, own or lease their tractor and are responsible for their own operating costs (for example, fuel and maintenance). The owner-operators operate under our authority and are generally compensated based upon trip miles. We believe owner-operators provide us with a noticeably higher return on our invested assets because owner-operators incur the cost of acquiring the equipment. As of December 31, 2006, owner-operators comprised approximately 16.5% of our total fleet. If we are unable to continue to contract with a sufficient number of owner-operators or fleet operators, it could adversely affect our operations and profitability.

SAFETY AND INSURANCE

Safety is and has always been the top priority for us. We have an active safety and loss prevention program at each of our terminals. We have adopted maximum speed limits which are below the statutory speed limits in many states. Supervisors engage in ongoing training of drivers regarding safe vehicle operations. We have terminal and regional safety manager positions that focus on loss prevention for the designated facilities. As a result of this focus on safety, we have seen our total accidents per million miles decline steadily over the past few years.

In December 2004, we entered into an agreement with insurance carriers to provide transportation liability insurance with an aggregate limit of $200 million for 2005 and 2006. The policy increased the self-insured portion to $10 million per occurrence. After reviewing actuarial studies of our loss history, frequency and severity, we determined this to be the optimal insurance solution for us at this time and renewed the policy through 2008.

In June 2006, we started to insure risk through our wholly-owned captive insurance company, Mohave Transportation Insurance Company (“Mohave”). In addition to insuring our own risk, Mohave provides insurance policies to our owner-operators in exchange for an insurance premium to be paid to Mohave.

Our owner-operators are covered by our liability policy but are responsible for their own physical damage and workers compensation plans. For information on our workers compensation plan, see the Salaries, Wages and Employee Benefits section in the Results of Operations discussion in Management’s Discussion and Analysis below.

FUEL

In order to reduce fuel costs, we purchase approximately 50% of our fuel in bulk at 31 terminals and dedicated locations in the United States. We store fuel in underground storage tanks at four of our bulk fueling terminals and in above ground storage tanks at our other bulk fueling terminals. We believe that we are in substantial compliance with applicable environmental laws and regulations. Shortages of fuel, increases in fuel prices or rationing of

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petroleum products could have a material adverse effect on our operations and profitability. In response to increases in fuel costs, we have implemented fuel surcharges to pass on to our customers the majority of the increases in fuel costs. However, there can be no assurance that such fuel surcharges will adequately cover potential future increases in fuel prices. We believe that our most effective protection against fuel cost increases is to maintain a fuel efficient fleet and to continue our fuel surcharge program. We generally have not used derivative-type products as a hedge against higher fuel costs in the past but continue to evaluate this possibility.

COMPETITION

The trucking industry is extremely competitive and fragmented. We compete primarily with regional, medium-haul truckload carriers. We believe, because of our cost efficiencies, productive equipment utilization and financial resources, that we have a competitive advantage over most regional truckload carriers. We believe that competition for the freight transported by us is based, in the long-term, as much upon service, efficiency and capacity as on freight rates. We believe that overall growth in the truckload industry and continued industry consolidation will present opportunities for well-managed, financially stable carriers like us. Some trucking companies with which we compete have greater financial resources. Long-haul truckload carriers and railroads also provide competition, but to a lesser degree. We also compete with other motor carriers for the services of drivers.

REGULATION

We are regulated by the US DOT. This regulatory authority has broad powers, generally governing matters such as authority to engage in motor carrier operations, safety, hazardous materials transportation, certain mergers, consolidations and acquisitions and periodic financial reporting. The trucking industry is subject to regulatory and legislative changes, which can affect the economics of the industry. We are also regulated by various state agencies and, in Mexico, by other regulatory authorities.

Our safety rating is satisfactory, the highest rating given by the Federal Motor Carrier Safety Administration (FMCSA), a department within the US DOT. There are three safety ratings assigned to motor carriers: “satisfactory”, “conditional”, which means that there are deficiencies requiring correction, but not so significant to warrant loss of carrier authority and “unsatisfactory”, which is the result of acute deficiencies and would lead to revocation of carrier authority. In May 2006, the FMCSA completed a review of our operations and safety management controls. Upon completion of the review, the FMCSA assigned to us a safety fitness rating of “satisfactory.” In February 2007, the Company resolved then outstanding litigation with the FMCSA over civil penalties assessed in connection with audits in 2001, 2003 and 2005 by paying an aggregate amount of approximately $106,000. The Company denied all the allegations resulting from the 2001 and 2003 audits. See our “Risk Factors” for further discussion related to regulations that may affect our business.

Our operations are also subject to various federal, state and local environmental laws and regulations dealing with transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of stormwater and underground fuel storage tanks. The Code of Federal Regulations regarding the transportation of hazardous materials, group hazardous materials into different classes according to risk. We transport only low to medium risk hazardous material, and less than 3% of our total shipments contain any hazardous materials. These regulations require us to maintain minimum levels of insurance. In addition, we would be responsible for the cleanup of any releases caused by our operations or business. We believe that our operations are in substantial compliance with current laws and regulations and do not know of any existing environmental condition that would cause a material adverse effect on our business or operating results.

SEASONALITY

In the transportation industry, results of operations generally show a seasonal pattern. As customers ramp up for the holiday season at year-end, the late third and fourth quarters have historically been our strongest volume quarters. As customers reduce shipments after the winter holiday season, the first quarter has historically been a lower volume quarter. In 2006, the traditional spike in volume in the third and fourth quarters did not occur. Our

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operating expenses also tend to be higher in the winter months primarily due to colder weather, which causes higher fuel consumption from increased idle time.

INTERNET WEB SITE

Additional information about us is available on our Internet web site, www.swifttrans.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports filed pursuant to Section 13 or 15(d) of the Exchange Act are available, free of charge, on our website as soon as practical after they are filed. In addition, our press releases are posted to our web site as soon as practical after they are issued publicly. The information on our web site is not considered part of this report.

Item 1A.   Risk Factors

Our future operating results and financial condition are dependent on our ability to successfully provide truckload carrier services to meet dynamic customer demand patterns. Inherent in this process are a number of factors that we must successfully manage in order to achieve favorable future operating results and a healthy financial condition. Potential risks and uncertainties that could affect future operating results and our financial condition include, without limitation, the factors discussed below.

The trading price for our common stock is close to the acquisition price per share proposed by Mr. Jerry Moyes.

As a result of the agreement with Mr. Jerry Moyes whereby he and certain of his affiliates will acquire all of our outstanding common stock for $31.55 per share, our common stock is currently trading at approximately the acquisition price. If the agreement is terminated or the transaction otherwise fails to close, the trading price of our common stock could decrease to a much lower level.

Insuring risk through our wholly-owned captive insurance company could adversely impact our operations.

In June 2006, we started to insure risk through our wholly-owned captive insurance company, Mohave Transportation Insurance Company (“Mohave”). In addition to insuring portions of our own risk, Mohave insures certain owner-operators in exchange for an insurance premium paid to Mohave. Mohave reinsures a portion of its risk. The insurance and reinsurance markets are subject to market pressures. Mohave’s ability or need to access the reinsurance markets may involve the retention of additional risk, which could expose the Company to volatility in claim losses. Additionally, an increase in the number or severity of claims for which we insure certain owner-operators through Mohave could adversely impact our operations.

Our wholly-owned captive insurance company is subject to substantial government regulation.

State authorities regulate our insurance subsidiary in the states in which it does business. These regulations generally are intended for the protection of policy holders rather than stockholders. The nature and extent of these regulations typically involve: approval of premium rates for insurance; standards of solvency and minimum amounts of statutory capital surplus that must be maintained; limitations on types and amounts of investments; regulation of dividend payments and other transactions between affiliates; regulation of reinsurance; regulation of underwriting and marketing practices; approval of policy forms; methods of accounting; and filing of annual and other reports with respect to financial condition and other matters. Additionally, these regulations may impede or impose burdensome conditions on rate increases or other actions that we might want to take to implement our business strategy and enhance our operating results.

Our owner-operator fuel surcharge reimbursement program could adversely impact our operating results.

Pursuant to our new owner-operator fuel reimbursement program, we absorb all increases in fuel costs above a certain level to protect our owner-operators from additional increases in fuel prices. A significant increase or rapid

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fluctuation in fuel prices could significantly increase our purchased transportation costs due to potentially higher reimbursement rates under the new fuel reimbursement program.

Our Stockholder Protection Rights Agreement could have an adverse impact on the trading price of the Company’s common stock

Our Stockholder Protection Rights Agreement introduced in 2006 includes provisions relating to qualifying offers, which could delay, prevent or make more difficult a merger, tender offer, proxy contest or other change of control.

Our operating results fluctuate and may be materially adversely affected by economic conditions and business factors unique to the trucking industry.

Our business is dependent upon a number of factors, many of which are beyond our control. These factors include excess capacity in the trucking industry, difficulty in attracting and retaining qualified drivers, interest rates, significant increases or fluctuations in fuel prices, fuel taxes, tolls, license and registration fees and insurance and claims costs, to the extent not offset by increases in freight rates. Our results of operations also are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries (such as retail, manufacturing and paper products) in which there is a concentration of customers. Economic and other conditions may adversely affect our customers and their ability to pay for our services. Any customers so affected represent a potential for loss. We also could be affected by terrorist activities, natural disasters, or enhanced security measures, which could impact the economy or otherwise increase operating expenses and reduce productivity. In addition, our results of operations are affected by seasonal factors. Customers tend to reduce shipments after the winter holiday season and operating expenses tend to be higher in the winter months primarily due to colder weather that causes higher fuel consumption from increased idle time.

We may experience substantial difficulty in attracting and retaining qualified drivers, including owner-operators.

In the past, there have been shortages of drivers in the trucking industry and such shortages may occur in the future. Periodically, the trucking industry experiences substantial difficulty in attracting and retaining qualified drivers, including owner-operators. If we are unable to continue to retain and attract drivers or contract with owner-operators and fleets, we could be required to adjust our driver compensation package, let trucks sit idle or otherwise operate at a reduced level, which could adversely affect our operations and profitability.

Our operations are particularly sensitive to volatility in fuel prices.

Significant increases or rapid fluctuations in fuel prices are major issues for the transportation industry. Increases in fuel costs, to the extent not offset by rate per mile increases or fuel surcharges, have an adverse effect on our operations and profitability. We believe that the most effective protection against fuel cost increases is to maintain a fuel-efficient fleet and to maintain a continuous fuel surcharge program. We have fuel surcharge revenue programs in place with a majority of our customers which has helped to offset the majority of the negative impact of rising fuel prices associated with loaded or billed miles. However, we also incur fuel costs that cannot be recovered associated with empty miles, out of route miles or the time when our engines are idling. In addition, there can be timing differences between a change in our fuel costs and the timing of recovery of fuel surcharge billed to customers. There can be no assurance that such fuel surcharges can be maintained indefinitely or will be sufficiently effective. As of December 31, 2006, we have not used derivative-type hedging instruments, but periodically evaluate their possible use.

The trucking industry is extremely competitive and fragmented.

The trucking industry is extremely competitive and fragmented. No single truckload carrier has a significant market share. We compete with many other truckload carriers of varying sizes, customers’ private fleets, and, to a lesser extent, with railroads which may limit our growth opportunities and reduce profitability. Historically,

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competition has created downward pressure on the truckload industry’s pricing structure. Some trucking companies with which we compete have greater financial resources.

The trucking industry is very capital intensive.

The trucking industry is very capital intensive. We depend on cash from operations, operating leases and debt financing for funds to expand the size of our fleet and maintain modern revenue equipment. If we were unable in the future to enter into acceptable financing arrangements, it would limit our operations and profitability.

We are dependent on certain personnel that are key to the management of our business and operations.

Many of our executive officers are key to the management of our business and operations. Our future success depends on our ability to retain our executive officers and other capable managers. Although we believe we could replace key personnel given adequate prior notice, the unexpected departure of key executive officers could cause substantial disruption to our business and operations. In addition, even if we are able to continue to retain and recruit talented personnel we may not be able to do so without incurring substantial costs.

We operate in a highly regulated industry and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.

We are regulated by the US DOT and the FMCSA. We may also become subject to new or more comprehensive or restrictive regulations relating to fuel emissions, ergonomics or other issues regulated by the United States Environmental Protection Agency (“EPA”) or other state or federal agencies. In addition, our operations are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of storm water and underground fuel storage tanks. If we should be involved in a spill or other accident involving hazardous substances or if we were found to be in violation of applicable laws or regulations, we could be subject to fines and penalties that could have a material adverse effect on our business and operating results. EPA regulations continue to require significantly reduced engine emissions. A new set of standards became effective in 2007, which may increase the cost and reduce the fuel efficiency of new engines. The increased cost of complying with such regulations could have a material adverse effect on our business and operating results.

The FMCSA, a department within the US DOT, regularly audits our operations and safety management controls. Upon completion of the most recent audit in May 2006, the FMCSA assigned to us a safety fitness rating of “satisfactory,” the highest rating given by the FMCSA. If FMSCA determines our safety rating to be “conditional” in a future audit, it could result in certain material adverse consequences to our business and operations.

Although a conditional rating will not result in the loss of our authority to transport materials, certain industry standard provisions in our contracts with our customers could allow the customer to reduce or terminate its relationship with us. If a significant customer or large number of smaller customers, or combination thereof, reduce or terminate their relationship with us, it would have a material adverse affect on our business. In addition, there is a possibility that a drop to conditional status could affect our ability to self-insure for personal injury and property damage relating to the transportation of freight, which could cause our insurance costs to increase.

The FMCSA revised their Hours-of-Service (“HOS”) regulations effective January 2004 to increase the maximum daily drive time from 10 to 11 hours, but no longer allowed for breaks in the on-duty period. We believe that these changes may have caused productivity losses as there is wait time while the tractors are loaded, unloaded or otherwise detained which cannot be recovered with additional drive time. This also has an impact on our driver wages since they are paid primarily on the number of trip miles. In such situations, we have worked with our shippers to try to minimize the loss of productivity. When necessary, we have billed our shippers for accessorial charges and in turn compensated our drivers and owner-operators accordingly so as to maintain our existing pay structure. We have been generally successful in recovering these additional amounts from our customers through accessorial charges and have not experienced a negative financial impact from these changes to date.

The FMCSA then issued new HOS regulations effective October 2005. In general, the regulations did not reduce the amount of available driving hours, but restricted the sleeper berth provision. The new sleeper berth

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provision allows the drivers’ required rest period of 10 hours to be split into two parts, but requires one period to be at least 8 consecutive hours. These changes impact the flexibility of solo and team drivers to effectively manage their available work hours. If we are unsuccessful in working with customers on the timing of pick-ups and deliveries or in working with drivers to optimize their available driving hours, the changes could result in a loss of productivity.

Volatility in the used equipment sales market could adversely affect our operations.

We rely on the sale of used equipment to offset the cost of purchasing new equipment. From 1999 to 2003, used tractor values deteriorated significantly. In 2004, used tractor prices began rising, remained stable in 2005 and declined in 2006. Should this trend continue and result in deterioration of prices, it could have a material adverse effect on our business and operating results.

We currently self-insure for certain liabilities which subjects us to various risks, some of which are beyond our control.

At the present time, we self-insure for liability resulting from cargo loss, personal injury, workers’ compensation, and property damage, and maintain insurance with licensed insurance companies above our limits on self-insurance. (See “Safety and Insurance” in the Business section above.) To the extent we were to experience an increase in the number of claims for which we are self-insured, our operating results would be materially adversely affected. In addition, significant increases in insurance costs, to the extent not offset by freight rate increases, or difficulties in obtaining insurance would reduce our profitability. Although we endeavor to limit this, we may also have some exposure to the extent any of our shipping subcontractors are inadequately insured for any accident.

We depend on key customers, the loss of which may have a material adverse effect on our operations and profitability.

A significant portion of our revenue is generated from several key customers. During 2006, our top 25, 10 and 5 customers accounted for 58%, 41% and 31% of revenues, respectively. Our largest customer, Wal-Mart accounted for 15% of our revenues in 2006. We do not have long-term contractual relationships with many of our key customers, and there can be no assurance that our relationships with our key customers will continue as presently in effect. A reduction in or termination of our services by a key customer could have a material adverse effect on our business and operating results.

We depend on third parties, particularly in our expanding intermodal and brokerage businesses.

Our intermodal business utilizes railroads and some third-party dray carriers to transport freight for our customers. Changes in the service level, availability or cost of such services could have material adverse effect on our operations and profitability. In addition, we are significantly expanding our intermodal business and, as a result, may experience slower initial demand and operational difficulties as we develop that business. Our brokerage business is dependent on the services of third-party capacity providers, including other truckload carriers. These third-party providers face the similar economic challenges as we do. The inability to secure the services of these third-parties could have material adverse effect on our operations.

Also see the discussion in Item 5 under the heading “Factors That May Affect Future Stock Performance” below.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

Our headquarters is situated on approximately 151 acres in the southwestern part of Phoenix, Arizona. The headquarters consists of a three story administration building with 126,000 square feet of office space; repair and maintenance buildings with 106,000 square feet; a 20,000 square foot drivers’ center and restaurant; an 8,000 square

11

foot recruiting and training center; a 6,000 square foot warehouse; a 140,000 square foot parking facility; a two bay truck wash; and an eight lane fueling facility. In addition, we lease office space and land to operate a driver training school at another location in Phoenix.

We have terminals throughout the continental United States and Mexico. A terminal may include customer service, marketing, fuel and repair facilities. We also operate driver training schools in several cities. The following table provides information regarding our significant facilities or terminals:

Location	Owned or Leased	Description
Western Region
Arizona — Phoenix	Owned/Leased	Customer Service, Marketing, Fuel, Repair, Driver Training School
California — Fontana	Owned/Leased	Customer Service, Marketing, Fuel, Repair
California — Lathrop	Owned	Customer Service, Marketing, Fuel, Repair
California — Wilmington	Owned	Customer Service, Fuel, Repair
Colorado — Denver	Owned	Customer Service, Marketing, Fuel, Repair
Idaho — Lewiston	Owned/Leased	Customer Service, Marketing, Fuel, Repair, Driver Training School
Nevada — Sparks	Owned	Customer Service, Fuel, Repair
New Mexico — Albuquerque	Owned	Customer Service, Fuel, Repair
Oregon — Troutdale	Owned	Customer Service, Marketing, Fuel, Repair, Driver Training School
Texas — El Paso	Owned	Customer Service, Marketing, Fuel, Repair
Utah — Salt Lake City	Owned	Customer Service, Marketing, Fuel, Repair
Washington — Sumner	Owned	Customer Service, Marketing, Fuel, Repair
Central Region
Illinois — Manteno	Owned	Customer Service, Fuel, Repair
Indiana — Gary	Owned	Customer Service, Fuel, Repair
Kansas — Edwardsville	Owned	Customer Service, Marketing, Fuel, Repair
Michigan- New Boston	Owned	Customer Service, Marketing, Fuel, Repair
Minnesota — Inver Grove Heights	Owned	Customer Service, Marketing, Repair
Missouri — Kansas City	Leased	Driver Training School
Ohio — Columbus	Owned	Customer Service, Marketing, Fuel, Repair
Oklahoma — Oklahoma City	Owned	Customer Service, Marketing, Fuel, Repair
Tennessee — Memphis	Owned	Customer Service, Marketing, Fuel, Repair
Tennessee — Millington	Leased	Driver Training School
Texas — Houston	Owned	Customer Service, Repair
Texas — Lancaster	Owned	Customer Service, Marketing, Fuel, Repair
Texas — Laredo	Owned	Customer Service, Marketing, Fuel, Repair
Texas — San Antonio	Leased	Driver Training School, Customer Service
Wisconsin — Town of Menasha	Owned	Customer Service, Marketing, Fuel, Repair
Eastern Region
Florida — Ocala	Owned	Customer Service, Marketing, Fuel, Repair
Georgia — Decatur	Owned	Customer Service, Marketing, Fuel, Repair
New Jersey — Avenel	Owned	Customer Service
New York — Syracuse	Owned	Customer Service, Marketing, Fuel, Repair
North Carolina — Eden	Owned	Customer Service, Fuel, Repair
Pennsylvania — Jonestown	Owned	Customer Service, Fuel, Repair

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Location	Owned or Leased	Description
South Carolina — Greer	Owned	Customer Service, Marketing, Fuel, Repair
Virginia — Richmond	Owned	Customer Service, Marketing, Fuel, Repair, Driver Training School
Mexico
Tamaulipas — Nuevo Laredo	Owned	Customer Service, Marketing, Fuel, Repair

In addition to the facilities listed above, we maintain various drop yards throughout the United States and Mexico. As of December 31, 2006, our aggregate monthly rent for all leased properties was $189,000.

Item 3.   Legal Proceedings

We are a party to routine litigation incidental to our business, primarily involving claims for personal injury or property damage incurred in the transportation of freight. Our insurance program for liability, physical damage and cargo damage involves self-insurance with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts which management considers to be adequate.

On November 6 and 7, 2006, three cases were filed against us and each of our directors. Two of the cases were filed in Arizona Superior Court, Maricopa County (Pfeiffer v. Swift Transportation Co., Inc. et al., Case No. CV2006-017074 and Molinari v. Swift Transportation Co., Inc., et al., Case No CV2006-017089) and the third case was filed in the District Court for Nevada, Clark County (Hendrix v. Swift Transportation Company Inc. et al., Case No A531032). The three cases are putative class actions brought by stockholders alleging that our directors breached their fiduciary duties to the Company in connection with a proposal from Jerry Moyes, our largest shareholder and one of our directors, to acquire all of the Company’s outstanding shares for $29.00 per share. The cases make claims for monetary damages, injunctive relief and attorneys’ fees and expenses. The parties have filed a stipulation in Arizona to consolidate the two Arizona cases. On November 27, 2006, we announced that the special committee of the Board of Directors had rejected Mr. Moyes’ $29.00 per share offer.

On January 19, 2007, we announced that after engaging in discussions with other potential financial and strategic buyers, as well as further discussions and negotiations with Mr. Moyes, we decided to enter into a definitive merger agreement pursuant to which Mr. Moyes and certain of his family members would acquire all of the Company’s outstanding shares of stock for $31.55 per share.

On January 23, 2007, January 26, 2007 and January 23, 2007, respectively, two new lawsuits and an amended complaint in a preexisting lawsuit were filed. The lawsuits were filed in the Arizona Superior Court, Maricopa County (Weller v. Swift Transportation Co., Inc., et al, Case No CV2007-1440) and the District Court for Nevada, Washoe County (McDonald v. Swift Transportation Co., Inc. et al, Case No CV0700197). The Amended Complaint was filed in an action that was commenced on March 24, 2006, in the District Court for Nevada, Clark County (Rivera v. Eller et al, Case No A519346). The three cases are also putative class actions brought by stockholders alleging that our directors breached their fiduciary duties to the Company in connection with our entry into the merger agreement. In addition to asserting direct claims for breach of fiduciary duty, the Amended Complaint asserts derivative claims on the Company’s behalf and also asserts a claim against Mr. Moyes and Mr. Earl H. Scudder, a former director of the Company, for unjust enrichment. The three most recently-filed complaints also make claims for monetary damages, injunctive relief and attorneys’ fees and expenses.

The impact of the final disposition of these legal proceedings cannot be assessed at this time.

Item 4.   Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our security holders during the fourth quarter of 2006.

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PART II

Item 5.   Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “SWFT”. The following table sets forth the high and low sales prices of the common stock reported by NASDAQ for the periods shown.

	Common Stock
	High		Low
2006
First Quarter	$	25.56	$	19.65
Second Quarter		32.95		21.84
Third Quarter		33.66		22.21
Fourth Quarter		30.10		22.90
2005
First Quarter	$	26.19	$	18.88
Second Quarter		25.95		20.36
Third Quarter		24.64		16.25
Fourth Quarter		21.24		16.55

On February 26, 2007, the last reported sales price of our common stock was $30.83 per share. At that date, the number of stockholder accounts of record of our common stock was approximately 3,500. We estimate there are approximately 10,000 beneficial holders of our common stock.

We have not paid cash dividends on our common stock in the current year or either of the two preceding fiscal years. Our revolving credit facility includes limitations on the payment of cash dividends. It is the current intention of management to retain earnings to finance the growth of our business. Future payment of cash dividends will depend upon our financial condition, results of operations, and capital requirements, as well as other factors deemed relevant by the Board of Directors.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On September 19, 2005, we adopted and implemented a new repurchase program, under which we may acquire our common stock using the proceeds received from the exercise of stock options to minimize the dilution from the exercise of stock options. The purchases will be made in accordance with SEC rules 10b5-1 and 10b-18, which limit the amount and timing of our repurchases and removes any discretion with respect to our purchases. The timing and amount of shares repurchased is dependent upon the timing and amount of employee stock option exercises. There is no expiration date under the program. At this time, we cannot reliably estimate the pattern of

14

employee stock option exercises and resulting share repurchases. Our share repurchases for the fourth quarter of 2006, were as follows:

							Maximum Number
							of Shares (or
					Total Number of		Approximate Dollar
					Shares Purchase as		Value of Shares)
					Part of Publicly		that May Yet Be
	Total Number of		Average Price		Announced Plans		Purchased Under the
Period	Shares Purchased		Paid per Share		or Programs		Plans or Programs
October 1, 2006 — October 31, 2006		28,891	$	26.86		28,891		*
November 1, 2006 — November 30, 2006		108,388	$	28.26		108,388		*
December 1, 2006 — December 31, 2006		38,119	$	26.98		38,119		*
Total		175,398				175,398

* Because the timing and amount of shares repurchased is dependent upon future employee stock option exercises, the amount of future share repurchases cannot be reliably estimated.

Factors That May Affect Future Stock Performance

The performance of our common stock is dependent upon several factors, including those set forth below and in “Risk Factors”.

Possible Failure of Merger.  As a result of the agreement with Mr. Jerry Moyes whereby he will acquire all of our outstanding common stock for $31.55 per share, our common stock is currently trading at approximately the acquisition price. If the agreement is terminated or the transaction otherwise fails to close, the trading price of our common stock could decrease to a lower level.

Influence by Principal Stockholder.  Jerry C. Moyes and trusts established for the benefit of Jerry C. Moyes and his family beneficially own approximately 28% of our common stock. In addition, Mr. Moyes’ son, Michael is the beneficial owner of approximately 12% of our common stock. Accordingly, Mr. Moyes and his family could have a significant influence upon our activities, as well as on all matters requiring approval of the stockholders, including electing members of our Board of Directors and causing or restricting our sale or merger. This concentration of ownership, as well as the ability of the Board to establish the terms of and issue preferred stock without stockholder approval, may have the effect of delaying or preventing changes in control or management, including transactions in which stockholders might otherwise receive a premium for their shares over their current market prices.

Possible Volatility of Stock Price.  The market price of our common stock could be subject to significant fluctuations in response to certain factors, including, among others, variations in our anticipated or actual results of operations or other companies in the transportation industry, changes in conditions affecting the economy generally, fluctuations in interest rates and fuel prices, increases in insurance premiums affecting the trucking industry generally, the depressed market for used tractors affecting the trucking industry generally, analysts’ reports or general trends in the industry, as well as other factors unrelated to our operating results.

Item 6.   Selected Financial Data

The selected consolidated financial data presented below for, and as of the end of, each of the years in the five-year period ended December 31, 2006 is derived from our Consolidated Financial Statements. The Consolidated Financial Statements as of December 31, 2006 and 2005, and for each of the years in the three-year period ended December 31, 2006 and the independent registered public accountants’ reports thereon, are included in Item 8 of

15

this Form 10-K. This data should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Form 10-K.

	Years Ended December 31,
	2006			2005			2004			2003			2002
	(Dollar Amounts in Thousands, Except per Share and per Mile Amounts)
Consolidated Statements of Earnings Data:
Operating revenue	$	3,172,790		$	3,197,455		$	2,826,201		$	2,397,655		$	2,101,472
Earnings before income taxes	$	221,274		$	164,350		$	159,949		$	127,982		$	96,108
Net earnings	$	141,055		$	101,127		$	103,482		$	79,371		$	59,588
Diluted earnings per share	$	1.86		$	1.37		$	1.29		$	.94		$	.69
Consolidated Balance Sheet Data:
Working capital (deficit)	$	3,286		$	(93,602	)	$	(70,905	)	$	(24,289	)	$	(69,599	)
Total assets	$	2,110,648		$	2,218,530		$	2,030,158		$	1,820,943		$	1,654,482
Long-term obligations, less current portion	$	200,000		$	364,000		$	366,787		$	257,894		$	183,470
Stockholders’ equity	$	1,014,223		$	870,044		$	738,269		$	844,615		$	765,778
Operating Statistics (at end of year):
Operating ratio		92.3	%		94.1	%		93.6	%		94.1	%		94.4	%
Pre-tax margin(1)		7.0	%		5.2	%		5.7	%		5.3	%		4.6	%
Average line haul revenue per loaded mile(2)	$	1.64		$	1.58		$	1.52		$	1.45		$	1.41
Deadhead percentage		12.2	%		12.1	%		12.8	%		13.8	%		14.1	%
Average length of haul (in miles)		522			534			520			529			552
Total tractors at end of period:
Company-operated		14,977			14,465			14,898			14,344			12,939
Owner-operator		2,950			3,466			3,647			3,692			3,152
Trailers at end of period		50,013			51,997			51,773			50,489			48,233

(1)

Pre-tax margin represents earnings before income taxes as a percentage of operating revenue. Because of the impact that equipment financing methods can have on the operating ratio (operating expenses as a percentage of operating revenue), we believe that the most meaningful comparative measure of our operating efficiency is our pre-tax margin, which takes into consideration both our total operating expenses and net interest expense as a percentage of operating revenue.

(2)

Excludes fuel surcharge revenue.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in “Risk Factors” and other factors.

OVERVIEW

We are the largest publicly traded truckload carrier in the United States operating a fleet of approximately 18,000 tractors, 50,000 trailers and 5,000 intermodal containers. We operate predominantly in one industry, road transportation, as a truckload motor carrier and thus have only one reportable segment. We earn revenue by hauling freight for retailers, manufacturers and other companies. We manage our business through a network of 31 major terminals located strategically across the United States and Mexico. We believe our terminal network provides us with efficiencies such as enabling in-house maintenance and utilizing company purchased fuel, as well as providing

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superior customer service by being located closer to our customers and our drivers. Our services include linehaul and dedicated transportation solutions utilizing dry van, refrigerated van, flat-bed and heavy-haul equipment. We also provide intermodal, brokerage and other transportation services. The principal types of freight we transport include retail and discount department store merchandise, manufactured goods, paper products, non-perishable and perishable food, beverages and beverage containers and building materials. Principally, we operate within short-to-medium-haul traffic lanes with an average length of haul of less than 550 miles.

In the past few years, the truckload industry has generally experienced increases in driver wages due to competition among carriers for qualified drivers, increases in fuel costs due to less efficient EPA approved engines in the tractors and higher crude oil prices, and increases in insurance costs. The limited availability of drivers and cost increases had tightened capacity growth in the industry while demand from shippers had increased. These market conditions enabled us and other carriers to pass through many of our cost increases to the customers through higher rates. In the second half of 2006, market conditions changed. We believe that capacity in the truckload market increased and demand from shippers decreased as a result of several factors including:

•  A decline in the housing and automotive markets;

•  An increase in the number of Class VIII tractor units available as many competitors increased purchases of replacements units in 2006 prior to the more rigorous EPA requirements effective beginning with 2007 vehicles;

•  Better management of inventories by shippers; and

•  Increased use of intermodal services.

As a result of these factors, the productivity of our tractors as measured by loaded miles per tractor per week and deadhead (miles driven when not transporting goods for a customer) deteriorated in the second half of 2006. If these market conditions remain for an extended period of time, our ability to continue to pass on cost increases to our customers may be limited and could have a major impact on the results of our operations and financial condition in the future. Given the current market environment, we will continue to focus on driver retention, safety, customer relationships, freight selection and other activities that we expect will help us continue our profitable growth.

Acquisition by Jerry Moyes

On January 19, 2007, we entered into a definitive merger agreement with an entity formed by Jerry Moyes, our founder, a director and former Chairman of the Board and CEO. Pursuant to the agreement, Mr. Moyes and certain of his affiliates will acquire all our outstanding shares for $31.55 per share. The transaction is subject to approval by our stockholders, and other customary closing conditions. The transaction is expected to be completed during the second quarter of 2007. Following the merger, our shares will cease to be quoted on NASDAQ, we will cease to file reports with the Securities and Exchange Commission (the “SEC”) and we will be owned by Mr. Moyes and certain of his affiliates.

Sale of Autohaul Business and Assets

In April 2005, we completed the sale of our autohaul assets and business for approximately $46.1 million, $25 million of which was paid in cash at closing, $3.5 million of which was paid on July 15, 2005, $0.6 million of which was paid on January 15, 2006 and $17 million of which is payable to us in the form of a note due over a six year period ending in April 2011. In the course of the preparation and review of our fiscal 2006 financial statements, we determined that the purchaser of this business was unable to repay the remaining note receivable and other outstanding amounts and recorded a pre-tax impairment charge of $18.4 million in the fourth quarter of 2006. The purchaser subsequently declared bankruptcy in January 2007.

Accounting Standards Not Yet Adopted

The Financial Accounting Standards Board (“FASB”) has issued Statements of Financial Accounting Standard (“SFAS”) and Interpretations (“FIN”) for which the required implementation dates have not yet become effective. New standards that will likely materially impact us are discussed below.

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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement does not require any new fair value measurements, however, for some entities, the application of this Statement will change current practice. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact, if any, of SFAS 157 on its consolidated financial statements.

In July 2006, the FASB issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect of adopting FIN 48 will be recorded as a change to opening retained earnings in the first quarter of 2007. The Company is currently evaluating the impact, if any, of adopting FIN 48 on its consolidated financial statements. However, we do not expect the adoption of FIN 48 to have a material effect on our financial position or operating results.

CRITICAL ACCOUNTING POLICIES

Claims Accruals

We are self-insured for a portion of our liability, workers’ compensation, property damage, cargo damage and employee medical expense risk. This self-insurance results from buying insurance coverage with deductible amounts. Each reporting period we accrue the cost of the uninsured portion of pending claims. These accruals are estimated based on our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Insurance and claims expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends. Actual settlement of the self-insured claim liabilities could differ from our estimates due to a number of uncertainties, including evaluation of severity, legal cost and claims that have been incurred, but not reported. If claims development factors that are developed based upon historical experience increased by 10%, our claims accrual as of December 31, 2006 would potentially increase by $79 million.

Goodwill and Intangible Assets

We have $56.2 million of goodwill recorded as of December 31, 2006. We test the goodwill, which arose from acquisitions, for impairment annually at our year end. Our test of goodwill impairment requires judgment, including the identification of reporting units, assigning assets and liabilities (including goodwill) to reporting units and determining the fair value of each reporting unit. We have used a discounted cash flow model to estimate the fair value of our reporting units, which includes several significant assumptions, including estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. If operating margins decreased by 10% for any of the reporting units, we would not be required to recognize an impairment.

In addition, we have $35.2 million of intangible assets, arising from customer relationships obtained through acquisitions and subsequent contracts, recorded as of December 31, 2006. We are amortizing these intangible assets over 15 years. Significant assumptions, including estimating future cash flows, determining appropriate discount rates and other factors were used to value these intangible assets. Although we do not believe any event or change in circumstances has occurred that would indicate that the carrying amount may not be recoverable, we tested these intangible assets with finite lives to provide the following information. We estimate the impact of an impairment due to one contract termination could range from $2.2 million to $9.9 million.

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Revenue Recognition

In connection with our adoption of SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, effective January 1, 2006, we changed our method of recognizing operating revenues and related direct costs to recognizing revenue as of the date the freight is delivered, which is consistent with method three under EITF 91-9. For years prior to the January 1, 2006, the Company recognized operating revenues and related direct costs as of the date the freight was picked up for shipment, which is consistent with method two under EITF 91-9.

RESULTS OF OPERATIONS FOR 2006, 2005 AND 2004 SUMMARY

The following table sets forth for the periods indicated certain statement of earnings data as a percentage of operating revenue for the years ended December 31:

	2006			2005			2004
Operating revenue		100.0	%		100.0	%		100.0	%
Operating expenses:
Salaries, wages and employee benefits		28.3			31.5			34.4
Operating supplies and expenses		8.5			9.0			9.7
Fuel		19.9			19.1			15.8
Purchased transportation		18.5			18.2			17.7
Rental expense		1.6			1.8			2.8
Insurance and claims		4.8			4.9			3.4
Depreciation, amortization and impairments		7.9			6.4			6.5
(Gain) loss on disposal of property and equipment		—			—			.1
Communications and utilities		.9			1.0			1.0
Operating taxes and licenses		1.9			2.2			2.2
Total operating expenses		92.3			94.1			93.6
Operating income		7.7			5.9			6.4
Net interest expense		.7			.8			.6
Other (income) expense, net		—			(.1	)		.1
Earnings before income taxes		7.0			5.2			5.7
Income taxes		2.5			2.0			2.0
Net earnings		4.5	%		3.2	%		3.7	%

In 2006, our net earnings increased 39.5% to $141.1 million from $101.1 million in 2005. Improvements in net earnings were primarily driven by increased focus on cost control, a 6.7% reduction in our non-driver workforce, improved administrative processes, particularly related to workers compensation claims management, and improved recovery of increases in fuel prices through a more robust fuel surcharge program. These benefits were partially offset by a reduction in revenue related to the smaller average operating fleet in 2006 compared to 2005 and the soft freight environment in the second half of 2006. In addition, depreciation expense increased as a result of the change in depreciable lives of tractors from five years to three and four years. Net earnings in 2006 includes a pre-tax impairment charge of $18.4 million for the write-off of a note receivable and other outstanding amounts related to the Company’s sale of its auto haul business in April 2005. Also included in the 2006 results are a pre-tax impairment charge of $1.4 million related to real property and equipment in Mexico, a $7.8 million pre-tax impairment charge for certain translucent trailers that were held for sale, a $4.8 million pre-tax benefit from the change in the discretionary match of the Company’s 401K program, a $5.15 million pre-tax benefit from a favorable insurance settlement and a $1.1 million pre-tax benefit from the change in market value of the interest rate derivate agreements.

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Net earnings in 2005 include a $12.4 million expense to accelerate the vesting period of stock options in connection with accounting rule changes, a $7.7 million expense to reduce the carrying value of certain trailers and real estate to the estimated fair value less cost to sell, a $4.4 million gain from the sale of real estate and a $3.3 million pre-tax benefit to recognize the decrease in the market value of interest rate derivative agreements.

Net earnings decreased slightly in 2005 from $103.5 million in 2004 to $101.1 million. Fuel surcharge revenue increased $202.2 million to help offset the rising cost of fuel as shown in our fuel expense and purchased transportation costs. Trucking revenue increased 6.2% primarily as a result of increased revenue per mile and improved utilization of our fleet. These operational improvements helped to offset the increased cost of insurance as well as pay increases provided to our drivers and owner-operators. Our diluted earnings per share increased in 2005 to $1.37 from $1.29 in 2004 as we experienced a lower average share count in 2005 due to the large share repurchases made late in 2004.

REVENUE

We segregate our revenue into three types: trucking revenue, fuel surcharge revenue and other revenue. A summary of our revenue generated by type for the past three years is as follows:

	Years Ended December 31,
	2006		2005		2004
	($ thousands)
Trucking revenue	$	2,585,590	$	2,722,648	$	2,564,712
Fuel surcharge revenue		462,529		391,942		189,725
Other revenue		124,671		82,865		71,764
Total operating revenue	$	3,172,790	$	3,197,455	$	2,826,201

Trucking Revenue

Trucking revenue is generated by hauling freight for our customers using our trucks or our owner-operators’ equipment. Generally, our customers pay for our services based on the number of miles between pick-up and delivery and other ancillary services we provide. Trucking revenue is the product of the number of revenue generating miles we drive and the rate per mile we receive from customers plus accessorial charges. We use three primary indicators to monitor our performance and efficiency. First, we monitor utilization of our tractors based on loaded miles per tractor per week. Loaded miles include only the miles driven when hauling freight. Our goal is to maximize the number of revenue miles per tractor by planning consecutive deliveries with minimal distance between the drop-off and pick-up locations of different loads. Second, we measure the number of miles our tractors travel that do not generate revenue, known as deadhead. Our deadhead percentage is calculated by dividing the number of empty miles by the number of total miles driven by a tractor. Our goal is to minimize the amount of deadhead miles driven to allow for more revenue generating miles and to reduce the costs associated with deadhead miles, such as wages and fuel. Finally, to analyze the rates our customers pay, we measure revenue per loaded mile on a lane by lane and summary basis. We evaluate our revenue per loaded mile for each customer and for each traffic lane to ensure we are adequately compensated. We monitor each of these indicators on a daily basis. These indicators for the past three years are as follows:

	Years Ended December 31,
	2006			2005			2004
Loaded miles per tractor per week		1,845			1,907			1,867
Deadhead percentage		12.2	%		12.1	%		12.8	%
Revenue per loaded mile excluding fuel surcharge revenue	$	1.6363		$	1.5794		$	1.5235
Average tractors available for dispatch		16,466			17,383			17,337

Trucking revenue declined $137.1 million or 5% in 2006 compared to 2005 as a result of our decision to reduce the fleet in the second half of 2005. In addition, our average loaded miles per tractor per week declined 3.2% in 2006. Improvements in the utilization of our fleet in the first half of 2006 were negatively impacted in the second half of the year by the soft freight environment, which resulted in a $227.0 million decrease in trucking revenue.

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These declines were offset by the 3.6% increase in our revenue per loaded mile excluding fuel surcharge revenue, which contributed $89.9 million in trucking revenue.

In 2005, trucking revenue increased $157.9 million or 6.2% compared to 2004. The increase in our revenue per loaded mile generated $96.5 million or 61% of the growth. Utilization improvements that enabled us to run more loaded miles with existing tractors contributed $54.6 million or 35% of the growth in trucking revenue. The remaining increase was primarily the result of a slightly larger fleet in 2005 of 17,383 average tractors available for dispatch compared to 17,337 in 2004.

Fuel Surcharge Revenue

Fuel surcharge revenue is generated based on changes in fuel costs billed to our customers based on weekly changes in the Department of Energy’s average diesel fuel index (“D.O.E. Index”). Although our surcharge programs vary by customer, prior to October 2004 we received approximately an additional penny per mile for every six cent increase in the D.O.E. Index. Beginning in the fourth quarter of 2004, we renegotiated with many of our customers to increase the charge to one penny for every five cent increase in the D.O.E. Index. In some instances, customers chose to incorporate the change by splitting the impact between the basic rate per mile and the surcharge fee. In addition, we moved many of our west coast based customers to a more robust surcharge program as diesel fuel prices in the Western U.S. are generally higher than the D.O.E. Index. Although we still have exposure to increasing fuel costs on our empty miles, out-of-route miles and engine idle time, we have reduced our exposure on loaded miles. However, there can be no assurance that such fuel surcharges can be maintained indefinitely.

Fuel surcharge revenue increased 18% in 2006 compared to 2005 and increased 107% in 2005 compared to 2004. The D.O.E. diesel fuel index increased to an average of $2.70 in 2006 from $2.40 in 2005 and $1.81 in 2004. The increase in the average cost of fuel and the changes to our fuel surcharge program lead to the growth in fuel surcharge revenue.

Other Revenue

Other revenue increased $41.8 million from 2005 to 2006. Other revenue is generated primarily by freight moved through our expanding intermodal and brokerage operations. In 2005, as part of our intermodal expansion, we assumed certain leases for 1,500 53 foot containers from the BNSF Railway. In addition to the BNSF units, in the fourth quarter of 2005, we purchased 1,500 steel intermodal containers and in the second and third quarters of 2006, we purchased an additional 2,000 steel containers. Our fleet at end of 2006 totaled approximately 5,000 containers. Additionally, in June 2006, we began insuring risks through our wholly owned captive insurance company, Mohave Transportation Insurance Company. This subsidiary allows Swift to provide insurance policies to our owner-operators, as well as insuring our own risks. The premiums associated with our owner-operator insurance policies are included in other revenue and the corresponding expense is included in insurance and claims expense.

Other revenue increased $11.1 million in 2005 as compared to 2004. The increase was primarily driven by revenue generated with the new intermodal containers.

Major Customers

Sales to Wal-Mart, our largest customer, generated approximately 15% of our total revenue in each year from 2004 to 2006. No other customer accounted for 10% or more of our operating revenue in any reporting period.

Revenue and Expense Comparisons

When analyzing our expenses for growth related to volume, we believe using total revenue excluding fuel surcharge revenue is a more applicable measure for all costs with the exception of fuel expense. Fuel surcharge

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revenue is primarily a function of the increases and/or decreases in the cost of fuel and not specifically related to our non-fuel operational expenses. Revenue excluding fuel surcharge revenue is calculated as follows:

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Total revenue	$	3,172,790		$	3,197,455		$	2,826,201
Less: Fuel surcharge revenue		(462,529	)		(391,942	)		(189,725	)
Revenue excluding fuel surcharge revenue	$	2,710,261		$	2,805,513		$	2,636,476

OPERATING EXPENSES

Salaries, Wages and Employee Benefits

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Salaries, wages and employee benefits	$	899,286		$	1,008,833		$	971,683
% of total revenue		28.3	%		31.5	%		34.4	%
% of revenue excluding fuel surcharge revenue		33.2	%		36.0	%		36.9	%

Salaries, wages and employee benefits decreased $109.5 million from 2005 to 2006. The change is due to a decrease in total driver wages resulting from a reduction in the number of miles driven by company drivers associated with our smaller fleet size. This volume related reduction was partially offset by an increase in the average rate per mile paid to drivers. In addition, our administrative salaries and wages have declined year over year as we have reduced our average non-driver workforce by approximately 6.7% between 2005 and 2006. Additionally, we have experienced a reduction in expenses related to fringe benefits and workers compensation. In the second quarter of 2006, we recorded a $4.8 million reduction in expenses associated with a change in the discretionary match portion of our 401(k) program. The change reflects a reduction in our match for employees that do not themselves contribute to the plan. In addition to the change in the discretionary match of our 401(k) plan, our medical expenses and other benefits are down year over year. Over the past 18-24 months, we have improved our workers compensation claims handling management, which has resulted in a reduction in the number of claims and their development. We have always had fluctuations, positive and negative, based on the development of prior year claims and current year activity. The improvement in 2006 of approximately $28.5 million was greater than normal. We expect to have continuing benefits from our improved workers compensation management practices. However, we would not expect fluctuations in the future to be at the levels experienced in 2006. In addition, in the third quarter of 2005, we recorded a $12.4 million expense related to the acceleration of the vesting of 7.3 million stock options.

Salaries, wages and employee benefits increased $37.2 million in 2005 compared to 2004 of which $12.4 million was the result of the acceleration of the vesting of 7.3 million stock options discussed above. In the first quarter of 2004, a $3.9 million expense was recorded associated with a voluntary early retirement plan. Total driver compensation was relatively flat on a per mile basis between 2004 and 2005 as increases in driver pay per mile were offset primarily by a decrease in workers compensation costs. Driver wages and benefits expense increased between 2005 and 2004 as our company miles increased, but decreased as a percent of revenue excluding fuel surcharge revenue as increases in revenue per mile exceeded increases in driver costs. Non-driver salaries, wages and employee benefits increased approximately $21 million between 2004 and 2005 excluding the charges described above. This increase was the result of non-driver merit pay increases and staffing increases primarily in safety, recruiting and terminal/customer operations.

From 2004 through 2006, our deductible for workers’ compensation was $3.0 million per policy year. We believe that the decrease in the cost of our premiums based on a $3.0 million deductible has more than offset the cost of claims that occur within the $500,000 to $3.0 million range, which historically have been a lower amount. In 2007, we increased our deductible to $5.0 million.

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From time to time the industry has experienced shortages of qualified drivers. If such a shortage were to occur over a prolonged period and increases in driver pay rates were to occur in order to attract and retain drivers, our results of operations would be negatively impacted to the extent we did not obtain corresponding rate increases.

Operating Supplies and Expenses

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Operating supplies and expenses	$	268,658		$	286,261		$	274,088
% of total revenue		8.5	%		9.0	%		9.7	%
% of revenue excluding fuel surcharge revenue		9.9	%		10.2	%		10.4	%

Operating supplies and expenses decreased $17.6 million in 2006 compared to 2005 or from 10.2% of revenue excluding fuel surcharge revenue to 9.9%.Equipment maintenance declined year over year as a result with the smaller average fleet size. Travel and other discretionary expenses also decreased as a result of an increased focus on cost control. These reductions were partially offset by an increase in hiring expense resulting from the tight driver market we experienced in 2006 as well as an increase in costs related to growing our intermodal business.

Operating supplies and expenses increased $12.2 million or from 10.4% of revenue excluding fuel surcharge revenue to 10.2% between 2004 and 2005. In 2004, we completed the amortization of $21.1 million of legal fees related to a legal settlement discussed in the Insurance and Claims section below. These fees were amortized over 30 months on a straight-line basis between July 2002 and December 2004. Therefore, $8.4 million was expensed in 2004. Excluding this expense, operating supplies and expenses increased $20.6 million between 2004 and 2005 driven by higher maintenance and recruiting expenses. The increase in recruiting expenses is associated with the expansion of our driver academies and a 64% increase in the number of graduates from our academies. The increased maintenance expense is related to an increase in the equipment services we provide for owner-operators and other third parties for which we receive revenue, as well as increases to trailer maintenance.

Fuel Expense

	Years Ended December 31,
	2006			2005			2004
	($ thousands, except per gallon)
Fuel expense	$	632,824		$	610,919		$	446,752
% of total revenue		19.9	%		19.1	%		15.8	%
Company fuel cost per gallon	$	2.54		$	2.25		$	1.70

In 2006, fuel expense increased $21.9 million or 3.6% compared to 2005. This increase was due to the 12.9% increase in our average fuel cost per gallon partially offset by a reduction in the number of miles driven by company trucks.

Fuel expense in 2005 increased to 19.1% of total revenue compared to 15.8% in 2004. Of the $164.2 million increase, 87% was the result of the 32% increase in fuel cost per gallon. The remaining increase resulted from higher mileage and reduced fuel efficiency.

Increases in fuel costs, to the extent not offset by rate increases or fuel surcharges, would have an adverse effect on our operations and profitability. We believe that the most effective protection against fuel cost increases is to maintain a fuel-efficient fleet and to continue our fuel surcharge program. We do not use derivative-type hedging instruments, but periodically evaluate their possible use.

To measure the effectiveness of our fuel surcharge program, we subtract fuel surcharge revenue received for company miles driven (as opposed to miles driven by our owner-operators or other third parties who pay for their

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own fuel) from our fuel expense. The result, referred to as net fuel expense, is evaluated as a percent of revenue less fuel surcharge revenue. These measures are shown below:

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Total fuel surcharge revenue	$	462,529		$	391,942		$	189,725
Less: Fuel surcharge revenue reimbursed to owner-operators and other third parties		108,018			91,972			42,594
Company fuel surcharge revenue	$	354,511		$	299,970		$	147,131
Total fuel expense	$	632,824		$	610,919		$	446,752
Less: Company fuel surcharge revenue		354,511			299,970			147,131
Net fuel expense	$	278,313		$	310,949		$	299,621
% of revenue excluding fuel surcharge revenue		10.3	%		11.1	%		11.4	%

Our net fuel expense has been declining as a percent of revenue excluding fuel surcharge over the past two years. In 2004, fuel prices began to increase dramatically. At this point in time, we realized that our fuel surcharge program was not as robust as it needed to be to cover our exposure to increases in the cost of fuel. Late in 2004, we began to work with our customers to improve our recovery for fuel cost increases. We continued this process throughout 2005 and 2006 and believe that, although we still have exposure to increasing fuel costs on our empty miles, out-of-route miles and engine idle time, we have reduced our exposure on loaded miles.

Purchased Transportation

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Total purchased transportation	$	586,252		$	583,380		$	499,790
% of total revenue		18.5	%		18.2	%		17.7	%
Less: Fuel surcharge revenue reimbursed to owner-operators and other third parties		108,018			91,972			42,594
Purchased transportation excluding fuel surcharge reimbursement	$	478,234		$	491,408		$	457,196
% of revenue excluding fuel surcharge revenue		17.6	%		17.5	%		17.3	%

Although purchased transportation remained relatively flat between 2005 and 2006, fuel surcharge revenue reimbursed to owner-operators and other third parties increased $16.0 million year over year. Excluding the fuel surcharge reimbursements, purchase transportation declined $13.2 million. Our average number of owner operators declined in 2006, and as a result, the total number of miles driven by owner operators declined from 24.7% to 23.2% of total trucking miles. The decline in number of miles driven by owner operators and the related payments was partially offset by an increase in the rate paid to owner operators and increases in payments made to the railroads associated with the growth in our intermodal business.

Purchased transportation increased $83.6 million from 2004 to 2005, of which $49.4 million was the increase in the reimbursement made to owner-operators and other third parties for fuel surcharges. Excluding this reimbursement, purchased transportation increased 20 basis points from 2004 to 2005 to 17.5% of revenue excluding fuel surcharge revenue. The increase in purchase transportation dollars as well as the percent to revenue excluding fuel surcharge revenue is primarily a result of the increase in rail costs due to the expansion of our intermodal container business, an increase in the miles driven by owner-operators as well as an increase in owner-operator pay per mile. These increases were partially offset by a reduction in other third party expenses.

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Insurance and Claims

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Insurance and claims	$	153,728		$	156,525		$	94,850
% of total revenue		4.8	%		4.9	%		3.4	%
% of revenue excluding fuel surcharge revenue		5.7	%		5.6	%		3.6	%

In 2006, insurance and claims expense decreased by $2.8 million or 1.8% from 2005. This decrease is primarily the result of a $5.15 million favorable litigation settlement benefit in the first quarter of 2006. In addition, as discussed in the Other Revenue section above, in June 2006 we established a wholly owned captive insurance company to insure our own risks as well as provide insurance policies to our owner-operators. This has resulted in an increase in insurance and claims expense which is offset by premium revenue. Additionally, insurance and claims decreased slightly year over year related to the decline in miles driven and severity of accidents.

Insurance and claims expense increased $61.7 million in 2005 as compared to 2004. This increase is primarily related to the fact that Swift did not incur certain insurance premium expenses in 2004, the increase in our self insurance deductible in 2005, and the development of prior year claims.

Pursuant to a settlement agreement with an insurance company in 2002, the insurance company agreed to provide certain insurance coverage, at no cost to the Company through December 2004. The settlement amount and $21.1 million of legal fees, which where contingent upon our ability to receive the insurance coverage outlined in the settlement due to the liquidation, rehabilitation, bankruptcy or other similar insolvency of the insurers, were amortized on a straight-line basis over the thirty month period from July 1, 2002 to December 31, 2004.

As discussed under Critical Accounting Estimates, we are self-insured for some portion of our liability, property damage and cargo damage risk. We buy insurance coverage with deductible amounts. In December 2004, we entered into an agreement with insurance carriers to provide transportation liability insurance with an aggregate limit of $200 million for 2005 and 2006. The new policy increased the self-insured portion from $1 million to $10 million per occurrence. The coverage has been extended through the end of 2008, after actuarial studies of our loss history, frequency and severity determined this to be the optimal insurance solution for us at this time. This expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends.

Rental Expense, Depreciation and Amortization

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Rental expense	$	50,937		$	57,669		$	78,054
% of total revenue		1.6	%		1.8	%		2.8	%
% of revenue excluding fuel surcharge revenue		1.9	%		2.1	%		3.0	%
Depreciation, amortization and impairments		249,971			206,154			184,608
% of total revenue		7.9	%		6.4	%		6.5	%
% of revenue excluding fuel surcharge revenue		9.2	%		7.3	%		7.0	%
Total rental, depreciation amortization and impairment expense		300,908			263,823			262,662
% of total revenue		9.5	%		8.2	%		9.3	%
% of revenue excluding fuel surcharge revenue		11.1	%		9.4	%		10.0	%

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Rental expense and depreciation expense are primarily driven by our fleet of tractors, trailers and containers shown below:

	As of December 31,
	2006		2005		2004
Tractors:
Company
Owned		11,674		11,882		11,046
Leased		3,303		2,583		3,852
Total company tractors		14,977		14,465		14,898
Owner-operator tractors		2,950		3,466		3,647
Total tractors		17,927		17,931		18,545
Trailers		50,013		51,997		51,773
Containers		5,047		2,296		—

Since the mix of our leased versus owned tractors varies, we believe it is best to combine our rental expense with our depreciation, amortization and impairment expense when comparing year over year results for analysis purposes. Included in depreciation, amortization and impairment expense in 2006, are impairment charges totaling $27.6 million of which $18.4 million was for the write-off of a note receivable and other outstanding amounts related to the sale of our auto-haul business in April 2005, $7.8 million was for translucent trailers previously designated as assets held for sale and $1.4 million was related to real property and equipment in Mexico. In 2005, a $6.4 million impairment charge for certain trailers was included in depreciation, amortization and impairment expense. In addition to the increases in rental expense and depreciation for the new intermodal equipment and the trailer tracking technology, in the third quarter of 2006, we successfully renegotiated higher residual values for tractor units that will be returned to the manufacturer at 38 and 48 months. This change resulted in higher depreciation expense in the second half of the year and on an ongoing basis, as we adjusted our depreciable life on some older units down from five years to a combination of three to four years. This change increases our ability to manage units over their life cycle, provides improved asset management flexibility and will result in a younger fleet over time. In addition, as previously disclosed, beginning in January 2006, all new tractors were placed on a three to four year replacement cycle which also contributed to increased depreciation expense year over year.

As a percentage of revenue excluding fuel surcharge, total rental, depreciation, amortization and impairment expense decreased to 9.4% in 2005 compared to 10.0% in 2004. In 2005, rental expense decreased $20.4 million as the number of leased tractors declined from 3,852 in 2004 to 2,583 in 2005. Depreciation, amortization and impairment expense increased $21.5 million in 2005 compared to 2004. Included in this expense in 2005 is the $6.4 million impairment charge explained above. This charge and the 836 increase in the number of owned tractors resulted in the increased depreciation expense year over year.

As noted above, in September 2006, we renegotiated higher residual values for certain tractors that will be returned to the manufacturer at 38 and 48 months. This change resulted in higher depreciation in the quarter and on an ongoing basis as we adjusted our depreciable life on some older units down from five years to a combination of three to four years. Additionally, as previously disclosed, in 2004, we amended our replacement cycle for certain tractors from three to five years. To implement these changes, the remaining net book value at the time of change is being depreciated on a straight-line basis over the remaining adjusted economic life to the revised residual value. The impact of changing the tractor’s lives that were owned is shown below:

	Years Ended December 31,
	2006			2005			2004
	($ thousands, except share data)
Impact on Earnings (loss) before income taxes	$	(6,872	)	$	(3,997	)	$	(1,915	)
Impact on Net earnings (loss)	$	(4,398	)	$	(2,438	)	$	(1,245	)
Impact on Diluted earnings (loss) per share	$	(0.06	)	$	(0.03	)	$	(0.02	)

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OTHER EXPENSES

Interest Expense

Our largest pre-tax non-operating expense is interest. Our debt balance combining the operating line of credit, accounts receivable securitization, capital leases, Senior Notes and other debt was $380 million, $611 million and $622 million at December 31, 2006, 2005 and 2004, respectively.

	Years Ended December 31,
	2006		2005		2004
	($ thousands)
Interest expense	$	25,736	$	26,632	$	18,931
Decrease in fair market value of derivative agreements		1,134		3,314		2,631
Interest expense, net of derivative agreements	$	26,870	$	29,946	$	21,562

In 2006, interest expense, net of the derivative agreements shown above, decreased $3.1 million compared to 2005. This decline was driven by a decrease in the average debt outstanding partially offset by higher average interest rates on our variable rate debt.

Interest expense, net of the impact of the derivative agreements, increased $8.4 million in 2005 compared to 2004. This increase is due to the higher average debt balance we experienced throughout the year as well as rising base interest rates on our variable debt.

Other (Income) Expense

In 2006, we recorded a $2.2 million loss associated with our portion of the equity earnings of Transplace in other (income) expense. This loss was offset by $3.0 million in rental income from certain leased properties. Other (income) expense in 2005 includes a $4.4 million gain on the sale of real estate, $3.1 million in rental income, a $2.8 million impairment charge to reduce the carrying value of certain real estate and other assets to the estimated fair value less costs to sell, and a $3.7 million loss associated with the equity losses of Transplace. In 2004, other (income) expense includes a gain of $2.4 million on the sale of real estate, a $4.3 million loss to adjust the carrying value of four properties and a note receivable to the current estimate of the net realizable value, and a $2.9 million loss for our equity portion Transplace’s reported losses.

Income Taxes

Our effective tax rate was 36.3%, 38.5% and 35.3% in 2006, 2005 and 2004, respectively. Our effective tax rate declined in 2006 due to state tax rate changes and other adjustments in our deferred tax items. In 2004, we benefited from a lower state tax rate resulting from the completion and filing of our 2003 state tax returns, including the adjustment of our deferred taxes to the revised rate. This one-time benefit in 2004 was offset by the effect of the driver per diem program, a portion of which is non-deductible.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

Our cash flow sources and uses by operating, investing and financing activities are shown below:

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Net cash provided by operating activities	$	365,430		$	362,548		$	364,546
Net cash used in investing activities	$	(114,203	)	$	(380,007	)	$	(318,806	)
Net cash (used in) provided by financing activities	$	(216,428	)	$	2,525		$	(36,566	)

Our net cash provided by operating activities was $365.4 million, $362.5 million, $364.5 million in 2006, 2005 and 2004, respectively. In 2006, our net earnings adjusted for non-cash items, such as depreciation, amortization

27

and impairment charges provided approximately $369.6 million in cash from operations. This was partially offset by our use of cash for timing differences associated with our trade payables and accrued liabilities. Specifically, our insurance and claims reserves decreased $4.6 million from December 31, 2005.

For the years ended December 31, 2005 and 2004, our net earnings adjusted for non-cash items contributed approximately $333.1 million and $334.6 million to cash from operations, respectively. In 2005, our use of cash from the change in accounts receivable was $5.2 million compared to $44.0 million in 2004. This change was related to improvements in our accounts receivable cash collection process. Our use of cash associated with the change in prepaid taxes, licenses and insurance increased from $2.7 million to $16.6 million in 2004 and 2005, respectively, due to the prepayment of insurance premiums in 2005. Additionally, our cash provided by the change in our accounts payable and accrued liabilities of $52.2 million was primarily related to the increase in our insurance and claims reserves in 2005. For 2004, our increase in insurance and claims reserves, accounts payable and accrued liabilities and decrease in inventory and supplies provided $72.1 million and $4.6 million, respectively, in cash from operations.

Net cash used in investing activities was $114.2 million, $380.0 million and $318.8 million in 2006, 2005 and 2004, respectively. Our cash used in investing activities is mainly driven by our capital expenditures, net of sales proceeds. Our capital expenditures, net of cash sales proceeds were $139 million, $387 million and $324 million in 2006, 2005 and 2004, respectively. In 2006, we leased approximately $70 million of equipment, whereas we purchased all our revenue equipment in 2005 and 2004. The value of the leased equipment is not included in capital expenditures. A summary of our capital expenditures by category is shown below.

	Years Ended December 31,
	2006			2005			2004
	($ thousands)
Revenue equipment:
Tractors	$	176,956		$	326,726		$	326,351
Trailers		29,620			167,139			41,264
Facilities		12,511			44,243			50,444
Other		579			6,542			11,162
Total Capital Expenditures	$	219,666		$	544,650		$	429,221
Less: Proceeds from Sales of Equipment		(80,450	)		(157,870	)		(105,415	)
Net Capital Expenditures	$	139,216		$	386,780		$	323,806

In addition, we received payments for assets held for sale and equipment sales receivable of $24.7 million, $13.1 million and $15.8 million in 2006, 2005 and 2004, respectively. In 2005, we made a loan to Transplace of $6.4 million and expended $10.8 million for a portion of the Trans-Mex purchase in 2004.

Regarding our financing activities, in 2006 we repaid $229 million of borrowings on our line of credit and accounts receivable securitization compared to net borrowings of $4.0 million in 2005. In addition, we received $63.8 million in 2006 and $53.1 million in 2005 in proceeds from the sale of common stock associated with our employee stock purchase and stock option plans. The volume of our common stock sales increased in 2005 and remained high in 2006 due to the decision made to accelerate the vesting of all outstanding and unvested employee stock options in the third quarter of 2005. In conjunction with the acceleration, we adopted a share repurchase program, under which we acquire our common stock using the proceeds received from the exercise of stock options to minimize the dilution from the exercise of stock options. In 2006, we paid $59.5 million to repurchase 2,217,852 shares and in 2005, we paid $39.5 million to repurchase 1,988,181 shares.

In 2004 we repurchased $253 million of treasury stock, increased our borrowings on our receivable securitization by $98 million and increased our borrowings on our revolving line of credit by a net $135 million. We also repaid $31.6 million of other long-term debt and capital leases and received $14.5 million in stock option exercise and employee stock purchase plan proceeds.

28

Working Capital

As of December 31, 2006, we had net working capital of $3.3 million compared to a deficit of $93.6 million at December 31, 2005. As discussed in the notes to the consolidated financial statements, the accounts receivable securitization is reflected as a current liability because the committed term, subject to annual renewals, is 364 days. The funds received under the accounts receivable securitization are generally used for capital expenditures or repurchases of our common stock. Therefore, our working capital will be reduced by the amount of the proceeds received under the accounts receivable securitization but the increase in fixed assets or treasury stock is not included in working capital.

Credit Facilities

In December 2005, we amended our $550 million revolving credit agreement (the “Credit Agreement”) with our group of lenders. This amendment included a reduction of the borrowing rate associated with LIBOR borrowings. Interest on outstanding borrowings is based upon one of two options, which we select at the time of borrowing: the bank’s prime rate or the London Interbank Offered Rate (LIBOR) plus applicable margins ranging from 40 to 100 basis points, as defined in the Credit Agreement (currently 50 basis points). The unused portion of the line of credit is subject to a commitment fee ranging from 8 to 17.5 basis points (currently 10 basis points). The Credit Agreement requires us to meet certain covenants with respect to leverage and fixed charge coverage ratios and tangible net worth. As of December 31, 2006 we are in compliance with these debt covenants. We have no borrowings and $212.9 million of letters of credit outstanding on our line of credit leaving $337.1 million available as of December 31, 2006.

In December of 2006 we extended our accounts receivable securitization that allows us to receive up to $300 million of proceeds, subject to eligible trade accounts receivable. Under the amended agreement, the committed term was extended to December 2007. As of December 31, 2006, we had received sales proceeds of $180 million. Under the terms of our agreement, 86% of our trade receivables collateralized the securitization arrangement as of December 31, 2006.

Capital Commitments and Expenditures

As of December 31, 2006, we had $212.3 million of purchase commitments outstanding to acquire replacement and additional revenue equipment through 2007. We have the option to cancel such commitments upon 90 days notice. We anticipate acquiring tractors worth approximately $310 million in 2007 and $464 million in 2008. We will continue to review leasing opportunities for our tractors. As of December 31, 2006, we have operating lease commitments for revenue equipment of approximately $80.4 million. In addition, we anticipate spending approximately $99 million and $150 million on trailers and containers in 2007 and 2008, respectively. We believe we will be able to support these purchases with cash flows from operating activities, lease financings and debt.

During the year ended December 31, 2006, we incurred approximately $13.1 million of non-revenue equipment capital expenditures. These expenditures were primarily for facilities and equipment. We anticipate that we will spend approximately $10 million in 2007 for various facilities and information technology upgrades and the improvement of terminal facilities. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

We will incur capital investments for revenue equipment, as well as our terminal network facilities and equipment, when we estimate such investments will generate an appropriate return on capital.

We believe we will be able to finance needs for working capital, facilities improvements and expansion, as well as anticipated fleet replacements and growth, with cash flows from operations, borrowings available under the line of credit, accounts receivable securitization and with long-term debt and lease financing believed to be available to finance revenue equipment purchases for the next 12 months. Over the long term, we will continue to have significant capital requirements, which may require us to seek additional borrowings or equity capital. The availability of debt financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions, the market price of our common stock and other factors over which we have little or no control.

29

OFF-BALANCE SHEET ARRANGEMENTS

As discussed in the Commitments note to our Consolidated Financial Statements, we guarantee certain residual values under operating lease agreements for revenue equipment. Upon termination of these operating leases, we would be responsible for the excess of the guarantee amount above the fair market value, if any. The maximum potential amount of future payments we would be required to make under these guarantees is $34 million. We utilize operating leases as an additional financing source.

CONTRACTUAL OBLIGATIONS

The tables below summarize our contractual obligations as of December 31, 2006:

	Payments due by period(2)(3)
			Less Than 1						More Than 5
	Total		Year		1-3 Years		3-5 Years		Years
	($ thousands)
Long-Term Debt	$	200,000	$	—	$	100,000	$	100,000	$	—
Operating Leases(1)		82,209		42,901		28,243		11,065
Purchase Obligations		8,510		8,510
Other Long-Term Obligations:
Fair value of interest rate swaps		785		108		677
Total Contractual Obligations	$	291,504	$	51,519	$	128,920	$	111,065	$	—

(1)	Operating leases include an interest element within the commitment amount as opposed to the Long-Term Debt, which does not include an interest element.
(2)	Deferred taxes and long-term portion of claims accruals are excluded from Other Long-Term Obligations in the table above.
(3)	Table excludes purchase commitments for revenue equipment which are cancelable.

INFLATION

Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation would cause interest rates, fuel, wages and other costs to increase and would adversely affect our results of operations unless freight rates could be increased correspondingly. However, the effect of inflation has been minimal over the past three years with the exception of fuel. Our average fuel cost per gallon has increased 13% between 2005 and 2006 and 32% from 2004 to 2005. In 2006 and 2005, the majority of this increase in costs was passed on to our customers through a corresponding increase in fuel surcharge revenue, therefore the impact of the increased fuel costs on our operating results was not significant. If fuel costs continue to escalate and we are unable to recover these costs with applicable fuel surcharges, it would have an adverse effect on our operations and profitability.

SEASONALITY

In the transportation industry, results of operations generally show a seasonal pattern. As customers ramp up for the holiday season at year-end, the late third and fourth quarters have historically been our strongest volume quarters. As customers reduce shipments after the winter holiday season, the first quarter has historically been a lower volume quarter. In 2006, due to various aspects affecting the truckload market, the traditional spike in volume in the third and fourth quarters did not occur. Our operating expenses also tend to be higher in the winter months primarily due to colder weather, which causes higher fuel consumption from increased idle time.

30

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including but not limited to the portions hereof entitled “Business” and Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” contains forward-looking statements. Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. The words “believe,” “expect,” “anticipate,” “estimates,” “project,” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, expectations regarding our intermodal business; our belief regarding opportunities to expand and for profitable growth; our anticipation of continuing challenges related to our fleet management process and driver availability and our expectations of improvements; expectations of increases in the cost of new engines and fuel related to stricter EPA regulations; our expectations regarding future workers compensation claims expense; our ability to effectively protect against fuel cost increases (including fuel reimbursements to owner-operators) by maintaining a fuel efficient fleet and implementing fuel surcharges; our expectations regarding the sale of assets held for sale; our belief regarding the effect of resolution of current claims and litigation; our expectations regarding future insurance and claims and offsetting premium income; anticipated benefits from our three to four year replacement cycle for new tractors; anticipated spending and financing for equipment and other capital requirements and financing needs and plans; our expectations regarding the impact of new accounting pronouncements; our expectation regarding the adoption of Financial Accounting Standards Board issued Interpretation No. 48 and the material effect on our financial position or operating results; and our estimate of the impact of inflation, as well as assumptions relating to the foregoing. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Further, nothing herein shall constitute an adoption or approval of any analyst report regarding Swift, nor any undertaking to update or comment upon analysts’ expectations in the future.

As to Swift’s business and financial performance generally, the following factors, among others, could cause actual results to differ materially from those in forward-looking statements: adverse developments in our relationship with IEL and, by extension, owner-operators whose tractors are financed by IEL; the impact of our new owner-operator fuel surcharge reimbursement program on operating results; excess capacity in the trucking industry or changes in demand patterns of our customers, which, among other things, would reduce freight rates; significant increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, license and registration fees, insurance premiums and driver compensation, to the extent not offset by increases in freight rates or fuel surcharges; recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries (such as retail and manufacturing) in which Swift has a significant concentration of customers; seasonal factors such as harsh weather conditions that increase operating costs; continuing difficulties in driver recruitment or retention issues involving Company drivers and/or owner-operators; increases in driver compensation to the extent not offset by increases in freight rates; the inability of Swift to continue to secure acceptable financing arrangements; an adverse determination by the FMSCA with respect to Swift’s safety rating and any resulting loss of customers or potential customers or material increase in insurance costs; the collectibility of notes receivable due to our debtors’ inability to generate sufficient cash flows; an unanticipated increase in the number or dollar amount of claims for which Swift is self insured; fluctuations in workers’ compensation claims, which have benefited recent operating results due to improved claims management, but are not expected to continue at such levels in future periods; competition from trucking, rail and intermodal competitors; our ability to sell assets held for sale at or above their net book value; the potential impact of current litigation, regulatory issues, or other government actions; a possible adverse impact on the trading price of the Company’s common stock as a result of the adoption of the Stockholders Protection Agreement; termination of the merger agreement or the transaction otherwise fails to close; and a significant reduction in or termination of Swift’s trucking services by a key customer.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Annual Report, including Risk Factors, the Notes to our Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” describe factors, among others, that could contribute to or cause such

31

differences. Additional factors that could cause actual results to differ materially from those expressed in such forward-looking statements are set forth in “Business” and “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in this Annual Report.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We have interest rate exposure arising from borrowings under the line of credit and the accounts receivable securitization ($180 million), all of which have variable interest rates. These variable interest rates are affected by changes in short-term interest rates. We manage interest rate exposure through a mix of fixed and variable rate debt, fixed rate lease financing and $70 million notional amount of interest rate swaps (weighted average rate of 5.88%). There are no leverage options or prepayment features for the interest rate swaps. The fair value of our long-term debt approximates carrying values. Assuming the current level of borrowings, a hypothetical one-percentage point increase in interest rates would increase our interest expense by $1.1 million.

Item 8.   Financial Statements and Supplementary Data

The Consolidated Financial Statements of the Company as of December 31, 2006 and 2005, for each of the years in the three-year period ended December 31, 2006, together with related notes and the reports of KPMG LLP, an independent registered public accounting firm, are set forth on the following pages. Other required financial information set forth herein is more fully described in Item 15 of this Form 10-K.

32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Swift Transportation Co., Inc.:

We have audited the accompanying consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries (the Company) as of December 31, 2006 and 2005 and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006. 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 Swift Transportation Co., Inc. and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Swift Transportation Co., Inc.’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

As discussed in Note 1 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standard No. 123(R), “Share-Based Payment,” using the modified prospective method.

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of quantifying errors in 2006.

KPMG LLP

Phoenix, Arizona
February 28, 2007

33

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2006			2005
	(In thousands, except
	share data)
ASSETS
Current assets:
Cash and cash equivalents	$	47,858		$	13,098
Accounts receivable, net		308,018			329,336
Equipment sales receivables		2,422			6,127
Inventories and supplies		11,621			12,948
Prepaid taxes, licenses and insurance		37,865			40,495
Assets held for sale		35,377			29,791
Deferred income taxes		43,695			22,319
Total current assets		486,856			454,114
Property and equipment, at cost:
Revenue and service equipment		1,846,618			1,869,832
Land		85,883			90,235
Facilities and improvements		303,282			302,680
Furniture and office equipment		85,544			81,504
Total property and equipment		2,321,327			2,344,251
Less accumulated depreciation and amortization		807,735			713,782
Net property and equipment		1,513,592			1,630,469
Notes receivable, less current portion		2,752			22,259
Other assets		16,037			17,228
Customer relationship intangibles, net		35,223			38,272
Goodwill		56,188			56,188
Total assets	$	2,110,648		$	2,218,530
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	100,424		$	108,027
Accrued liabilities		63,360			74,720
Current portion of claims accruals		139,112			116,823
Current portion of obligations under capital leases		—			1,786
Fair value of guarantees		674			1,360
Securitization of accounts receivable		180,000			245,000
Total current liabilities		483,570			547,716
Borrowings under revolving credit agreement		—			164,000
Senior notes		200,000			200,000
Claims accruals, less current portion		108,606			135,458
Deferred income taxes		303,464			299,393
Fair value of interest rate swaps		785			1,919
Total liabilities		1,096,425			1,348,486
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $.001 per share; authorized 1,000,000 shares; none issued		—			—
Common stock, par value $.001 per share; authorized 200,000,000 shares; issued 100,864,952 and 97,198,554 shares in 2006 and 2005, respectively		101			97
Additional paid-in capital		482,050			403,868
Retained earnings		992,885			867,460
Treasury stock, at cost (25,776,359 and 23,558,507 shares in 2006 and 2005, respectively)		(460,271	)		(400,780	)
Accumulated other comprehensive income		(542	)		(601	)
Total stockholders’ equity		1,014,223			870,044
Total liabilities and stockholders’ equity	$	2,110,648		$	2,218,530

See accompanying notes to consolidated financial statements.

34

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

	Years Ended December 31,
	2006			2005			2004
	(In thousands, except per share data)
Operating revenue	$	3,172,790		$	3,197,455		$	2,826,201
Operating expenses:
Salaries, wages and employee benefits		899,286			1,008,833			971,683
Operating supplies and expenses		268,658			286,261			274,088
Fuel		632,824			610,919			446,752
Purchased transportation		586,252			583,380			499,790
Rental expense		50,937			57,669			78,054
Insurance and claims		153,728			156,525			94,850
Depreciation, amortization and impairments		249,971			206,154			184,608
(Gain) loss on disposal of property and equipment		(186	)		(942	)		2,577
Communication and utilities		28,579			30,920			30,366
Operating taxes and licenses		59,010			69,676			62,866
Total operating expenses		2,929,059			3,009,395			2,645,634
Operating income		243,731			188,060			180,567
Other (income) expenses:
Interest expense		25,736			26,632			18,931
Interest income		(2,007	)		(1,713	)		(908	)
Other		(1,272	)		(1,209	)		2,595
Other (income) expenses, net		22,457			23,710			20,618
Earnings before income taxes		221,274			164,350			159,949
Income taxes		80,219			63,223			56,467
Net earnings	$	141,055		$	101,127		$	103,482
Basic earnings per share	$	1.89		$	1.39		$	1.30
Diluted earnings per share	$	1.86		$	1.37		$	1.29

See accompanying notes to consolidated financial statements.

35

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Years Ended December 31,
	2006			2005			2004
	(In thousands)
Net earnings	$	141,055		$	101,127		$	103,482
Other comprehensive income (loss):
Foreign currency translation		(39	)		(139	)		16
Reclassification of derivative loss on cash flow hedge into net earnings, net of tax effect of $56, $58 and $55 in 2006, 2005 and 2004, respectively		98			94			90
Comprehensive income	$	141,114		$	101,082		$	103,588

See accompanying notes to consolidated financial statements.

36

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

													Accumulated
					Additional								Other			Total
	Common Stock				Paid-In		Retained			Treasury			Comprehensive			Stockholders’
	Shares		Par Value		Capital		Earnings			Stock			Income			Equity
	(In thousands, except share data)
Balances, December 31, 2003		91,379,776	$	91	$	291,095	$	662,851		$	(108,760	)	$	(662	)	$	844,615
Issuance of common stock under stock option and employee stock purchase plans		1,145,720		1		14,680											14,681
Income tax benefit arising from the exercise of stock options						2,403											2,403
Amortization of deferred compensation						5,381											5,381
Purchase of 14,132,249 shares of treasury stock											(252,561	)					(252,561	)
Purchase of remaining 51% of Trans-Mex		942,155		1		20,161											20,162
Accumulated other comprehensive loss														90			90
Foreign currency translation adjustment														16			16
Net earnings								103,482									103,482
Balances, December 31, 2004		93,467,651		93		333,720		766,333			(361,321	)		(556	)		738,269
Issuance of common stock under stock option and employee stock purchase plans		3,730,903		4		53,093											53,097
Income tax benefit arising from the exercise of stock options						3,062											3,062
Amortization of deferred compensation						13,993											13,993
Purchase of 1,988,181 shares of treasury stock											(39,459	)					(39,459	)
Accumulated other comprehensive loss														94			94
Foreign currency translation adjustment														(139	)		(139	)
Net earnings								101,127									101,127
Balances, December 31, 2005		97,198,554		97		403,868		867,460			(400,780	)		(601	)		870,044
Cumulative effect of adjustments from the adoption of SAB No. 108, net of taxes								(15,630	)								(15,630	)
Issuance of common stock under stock option and employee stock purchase plans		3,666,398		4		64,129											64,133
Income tax benefit arising from the exercise of stock options						10,426											10,426
Amortization of deferred compensation						3,627											3,627
Purchase of shares of 2,217,852 treasury stock											(59,491	)					(59,491	)
Accumulated other comprehensive loss														98			98
Foreign currency translation adjustment														(39	)		(39	)
Net earnings								141,055									141,055
Balances, December 31, 2006		100,864,952	$	101	$	482,050	$	992,885		$	(460,271	)	$	(542	)	$	1,014,223

See accompanying notes to consolidated financial statements.

37

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2006			2005			2004
	(In thousands)
Cash flows from operating activities:
Net earnings	$	141,055		$	101,127		$	103,482
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation, amortization and impairments		232,330			199,680			175,854
Deferred income taxes		(17,305	)		3,702			21,554
Income tax benefit arising from the exercise of stock options		—			3,062			2,403
Provision for losses on accounts receivable		6,808			7,130			7,316
Cumulative effect of adjustments from the adoption of SAB No. 108, net of taxes		(15,630	)		—			—
Equity losses of Transplace		2,167			3,671			2,898
Amortization of deferred compensation		3,627			13,993			5,381
Change in market value of interest rate swaps		(1,134	)		(3,314	)		(2,630	)
(Gain) loss on sale of revenue equipment		(185	)		(942	)		2,577
Gain on sale of non-revenue equipment		(518	)		(4,643	)		(1,918	)
Impairment of note receivable		18,356			—			—
Impairment of property and note receivable		—			9,680			9,226
Amortization of deferred legal fees		—			—			8,416
Increase (decrease) in cash resulting from changes in:
Accounts receivable		13,155			(5,163	)		(43,990	)
Inventories and supplies		1,327			(240	)		4,601
Prepaid taxes, licenses and insurance		2,630			(16,551	)		(2,680	)
Other assets		514			(832	)		(47	)
Accounts payable, accrued and other liabilities		(21,767	)		52,188			72,103
Net cash provided by operating activities		365,430			362,548			364,546
Cash flows from investing activities:
Proceeds from sale of autohaul assets		—			28,500			—
Proceeds from sale of property and equipment		80,450			129,370			105,415
Capital expenditures		(219,666	)		(544,650	)		(429,221	)
Proceeds from sale of assets held for sale		18,547			8,641			9,602
Proceeds from loans to investment entities		340			—			—
Loans to investment entities		—			(6,331	)		—
Payments received on equipment sales receivables		6,126			4,463			6,208
Payment for purchase of Trans-Mex		—			—			(10,810	)
Net cash used in investing activities		(114,203	)		(380,007	)		(318,806	)
Cash flows from financing activities:
Repayments of long-term debt and capital leases		(1,786	)		(15,207	)		(31,612	)
Payment of deferred loan costs		(429	)		—			—
Borrowings under line of credit		—			—			165,000
Repayments of borrowings under line of credit		(164,000	)		(1,000	)		(30,000	)
Income tax benefit from exercise of stock options		10,426			—			—
Change in borrowings under accounts receivable securitization		(65,000	)		5,000			98,000
Proceeds from sale of common stock		63,754			53,097			14,517
Accumulated other comprehensive loss		98			94			90
Purchase of treasury stock		(59,491	)		(39,459	)		(252,561	)
Net cash (used in) provided by financing activities		(216,428	)		2,525			(36,566	)
Effect of exchange rate changes on cash		(39	)		(213	)		16
Net increase (decrease) in cash		34,760			(15,147	)		9,190
Cash at beginning of year		13,098			28,245			19,055
Cash at end of year	$	47,858		$	13,098		$	28,245
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	26,818		$	29,144		$	21,337
Income taxes	$	98,099		$	68,157		$	3,188
Supplemental schedule of noncash investing and financing activities:
Equipment sales receivables	$	2,421		$	6,127		$	4,674
Equipment purchase accrual	$	(2,066	)	$	5,231		$	—
Guarantee of third party letter of credit	$	—		$	367		$	—
Notes receivable from sale of autohaul assets	$	—		$	17,635		$	—
Stock issued in acquisition of Trans-Mex	$	—		$	—		$	20,162
Accrual of additional Merit acquisition cost	$	—		$	—		$	5,000

See accompanying notes to consolidated financial statements.

38

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006, 2005 AND 2004

(1)  Summary of Significant Accounting Policies

Description of Business

Swift Transportation Co., Inc., a Nevada holding company, together with its wholly-owned subsidiaries (“Company”), is a national truckload carrier operating predominantly in one industry, road transportation, throughout the continental United States and Mexico and thus has only one reportable segment. The Company operates a national terminal network and a fleet of approximately 18,000 tractors, at the end of 2006, from its headquarters in Phoenix, Arizona.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

The Company’s investments in entities are accounted for in accordance with the Accounting Principles Board No. 18, using the equity method of accounting for investments.

Special purpose entities are accounted for using the criteria of Statement of Financial Accounting Standard No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (a replacement of FASB Statement No. 125)”. This Statement provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings.

Cumulative Effect Adjustments

In September 2006, the United States Securities and Exchange Commission (“SEC”) issued SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. This SAB provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each on the company’s balance sheet, statement of operations, and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first fiscal year ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings in the year of adoption. The Company was required to adopt SAB 108 in the current fiscal year.

The Company previously recognized operating revenues and related direct costs as of the date freight is picked up for shipment. This revenue recognition policy was consistent with method two under EITF 91-9.Historically, the Company evaluated the materiality of revenue recognition in accordance with method two of EITF 91-9 as compared to a more preferable method (i.e. method three or five) on both a quarterly and annual basis utilizing the rollover method. The Company believes the prior years quarterly and annual consolidated financial statements derived from the application of method two do not differ materially from the results that would have been derived under method three discussed within EITF 91-9 due to the Company’s relatively short length of haul, under the rollover method. Pursuant to SAB 108, the Company assessed the materiality using both the rollover and iron-curtain methods. Under the iron-curtain method, the difference between method two under EITF 91-9 and the more preferable method three under EITF 91-9 was considered material to our consolidated financial statements as of and for the year ended December 31, 2006. Accordingly, the Company recorded an adjustment to reduce the opening 2006 retained earnings by $10.2 million to reflect the implementation of SAB 108.

The Company historically recorded driver and non-driver accrued vacation only for locations in states which require pay-off of earned vacation hours upon termination. The Company previously evaluated its uncorrected difference associated with driver and non-driver accrued vacation utilizing the rollover method. Due to the

39

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

insignificant fluctuation in total employee count and years of service on a period over period basis, the Company believes the impact of the differences within accrued vacation were immaterial to prior year consolidated financial statements under the rollover method. However, under SAB 108, the Company assessed the materiality of the uncorrected accrued vacation difference using both the rollover and the iron-curtain methods. The Company determined the cumulative accrued vacation difference was material to the consolidated financial statements as of and for the year ended December 31, 2006. Therefore, in accordance with SAB 108, the Company recorded a $5.4 million cumulative effect adjustment to reduce opening 2006 retained earnings.

The total cumulative impact associated with the revenue recognition and accrued vacation adjustments is summarized as follows (in thousands):

	Revenue
	Recognition			Accrued Vacation			Total
Retained Earnings	$	(10,227	)	$	(5,403	)	$	(15,630	)
Accounts Receivable		(22,712	)		—			(22,712	)
Accrued Liabilities		(6,094	)		8,645			2,551
Deferred Income Tax Asset		—			3,242			3,242
Current Taxes Payable		(6,391	)		—			(6,391	)

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

The Company’s wholly-owned captive insurance company, Mohave Transportation Insurance Company, maintains certain working trust accounts. The cash and cash equivalents within the trusts will be used to reimburse the insurance claim losses paid by the captive insurance company. As of December 31, 2006 and 2005, cash and cash equivalents held within the trust accounts were $10.2 million and $0, respectively.

Inventories and Supplies

Inventories and supplies consist primarily of spare parts, tires, fuel and supplies and are stated at cost. Cost is determined using the first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment are stated at cost. Gains and losses in 2006, 2005 and 2004 were $6.9 million and $6.7 million, $5.2 million and $4.3 million, and $2.2 million and $1.4 million, respectively.

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of 10 to 40 years for facilities and improvements, 3 to 12 years for revenue and service equipment and 3 to 5 years for furniture and office equipment.

In the third quarter of 2006, the Company renegotiated higher residual values for tractor units that will be returned to the manufacturer at 38 and 48 months. This change resulted in higher depreciation expense in the second half of the 2006 and on an ongoing basis, as the Company adjusted the depreciable life on some older units down from five years to a combination of three to four years. Previously, in 2004, the Company amended its replacement cycle for certain tractors from three to five years. To implement these changes, the remaining net book value at the

40

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

time of change is being depreciated on a straight-line basis over the remaining adjusted economic life to the revised residual value. The impact of changing the tractor’s lives that were owned is shown below:

	Years Ended December 31,
	2006			2005			2004
	($ thousands, except per share data)
Impact on Earnings (loss) before income taxes	$	(6,872	)	$	(3,997	)	$	(1,915	)
Impact on Net earnings (loss)	$	(4,398	)	$	(2,438	)	$	(1,245	)
Impact on Diluted earnings (loss) per share	$	(0.06	)	$	(0.03	)	$	(0.02	)

Tires on revenue equipment purchased are capitalized as a component of the related equipment cost when the vehicle is placed in service and depreciated over the life of the vehicle. Replacement tires are expensed when placed in service.

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets acquired. The Company tests goodwill for impairment on an annual basis. The Company has $56.2 million of goodwill at December 31, 2006 and 2005. The test of goodwill impairment requires judgment, including the identification of reporting units, assigning assets and liabilities (including goodwill) to reporting units and determining the fair value of each reporting unit. The Company has used a discounted cash flow model to estimate the fair value of the reporting units, which includes several significant assumptions, including estimating future cash flows, determining appropriate discount rates and other assumptions.

Revenue Recognition

In connection with the adoption of SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, effective January 1, 2006, the Company changed its method of recognizing operating revenues and related direct costs to recognizing revenue as of the date the freight is delivered, which is consistent with method three under EITF 91-9. For years prior to January 1, 2006, the Company recognized operating revenues and related direct costs as of the date the freight was picked up for shipment, which is consistent with method two under EITF 91-9.

Stock Compensation Plans

On January 1, 2006, the Company adopted Statement of Financial Accounting Standard No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), using the modified prospective method. This Statement requires that all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements upon a grant-date fair value of an award as opposed to the intrinsic value method of accounting for stock-based employee compensation under Accounting Principles Board Opinion No. 25 (“APB No. 25”), which the Company used for the preceding years.

In November 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. FAS 123(R)-3, “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards” (“FSP 123(R)-3”). The Company has elected to adopt the alternative transition (“short-cut”) method provided in the FSP 123(R)-3 for calculating the tax effects of stock-based compensation pursuant to SFAS 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation and to determine the subsequent impact on the APIC pool of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS 123(R). See Note 16 for additional information relating to the Company’s stock compensation plans and the adoption of SFAS 123(R).

41

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s net income for the years ended December 31, 2006, 2005 and 2004 includes $3.6 million, $14.0 million and $5.4 million of compensation costs, respectively, related to the Company’s share-based compensation arrangements. In September 2005, the Compensation Committee of the Company’s Board of Directors accelerated the vesting of all outstanding and unvested employee stock options. There were 7.3 million options accelerated of which 3.7 million options had a strike price in excess of the fair market value of $18.42 on the acceleration date. At the time of acceleration, the options that were originally awarded at a discount from market value became retroactively subject to new tax regulations regarding deferred compensation which impose a 20% excise tax to income created by the exercise of these options after December 31, 2005. The remaining options that were accelerated allowed, among other things, the Company to recognize an expense in 2005 which was significantly less than the compensation expense that would be recognized beginning in 2006 in accordance with SFAS 123(R). The vesting periods for stock options held by the non-employee members of the Board of Directors were not accelerated. The Company recorded a $12.4 million non-cash expense in September 2005 to account for the acceleration. To assist employees in addressing the new deferred compensation rules, the Company allowed employees to voluntarily amend stock option agreements to change the exercise date to a future date. As a result of these amendments, the grant of subsequent option awards and the non-acceleration of stock options of non-employee members of the Board of Directors, not all outstanding options are reflected as exercisable in the summary of activity chart below.

Had compensation cost for the Company’s stock-based compensation plans been determined consistent with FASB Statement No. 123 (“SFAS No. 123”), the predecessor to SFAS 123(R), in the years ended December 31, 2005 and 2004 when the Company was accounting for stock-based employee compensation expense under APB No. 25, the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:

		2005			2004
Net earnings (in thousands)	As Reported	$	101,127		$	103,482
	Add: Compensation expense, using intrinsic method, net of tax		8,606			3,444
	Deduct: Compensation expense, using fair value method, net of tax		(54,668	)		(9,638	)
	Pro forma	$	55,065		$	97,288
Basic earnings per share	As Reported	$	1.39		$	1.30
	Pro forma	$	.76		$	1.23
Diluted earnings per share	As Reported	$	1.37		$	1.29
	Pro forma	$	.75		$	1.22

Pro forma net earnings reflect only options granted in 1995 through 2005. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net earnings amounts presented above because compensation cost is reflected over the options’ vesting period and compensation cost for options granted prior to January 1, 1995 is not considered under SFAS No. 123.

Income Taxes

The Company accounts for income taxes 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 amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

42

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 the period that includes the enactment date.

Use of Estimates

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues, expenses and the disclosure of contingent liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement does not require any new fair value measurements, however, for some entities, the application of this Statement will change current practice. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact, if any, of SFAS 157 on its consolidated financial statements.

In July 2006, the FASB issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect of adopting FIN 48 will be recorded as a change to opening retained earnings in the first quarter of 2007. The Company is currently evaluating the impact, if any, of adopting FIN 48 on its consolidated financial statements. However, we do not expect the adoption of FIN 48 to have a material effect on our financial position or operating results.

(2)  Accounts Receivable

Accounts receivable consists of:

	December 31,
	2006		2005
	(In thousands)
Trade customers	$	290,985	$	331,884
Equipment manufacturers		7,092		3,385
Tax receivable		21,788		3,002
Other		5,458		5,417
		325,323		343,688
Less allowance for doubtful accounts		17,305		14,352
	$	308,018	$	329,336

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SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The schedule of allowance for doubtful accounts is as follows:

	Years ended December 31,
	2006			2005			2004
	(In thousands)
Beginning balance	$	14,352		$	12,940		$	7,983
Additions		6,808			7,130			7,316
Recoveries		412			227			33
Write-offs		(4,267	)		(5,945	)		(2,392	)
Ending balance	$	17,305		$	14,352		$	12,940

(3)  Assets Held For Sale

Assets held for sale consist of:

	December 31,
	2006		2005
	(In thousands)
Land and facilities	$	7,511	$	2,553
Revenue equipment		27,866		27,238
Assets held for sale	$	35,377	$	29,791

As of December 31, 2006, assets held for sale, which are stated at the lower of depreciated cost or fair value less costs to sell, included three properties and certain trailers. In March 2006, the Company determined its fleet of translucent trailers would not be utilized in ongoing operations. The Company reclassified these trailers to assets held for sale. In September 2006, the Company identified and recorded an impairment charge of $7.8 million associated with these translucent trailers. This charge is included in depreciation, amortization and impairment expense. The impairment was the result of the deterioration in their market values. The Company expects to sell these trailers over the next twelve months.

As of December 31, 2005, assets held for sale included two properties and certain non-core assets, principally specialized trailers. During 2005, the Company identified certain trailers that will no longer be utilized by the Company. The majority of these trailers are specialized equipment and the Company recorded an expense of $6.4 million to reduce the carrying value of these assets to their fair value less costs to sell. This charge is included in depreciation, amortization and impairment expense. Also in 2005, the Company recorded a $1.3 million charge to reduce the carrying value of an underutilized Mexican facility to its fair value less cost to sell. The charge is included in other expense on the Consolidated Statement of Earnings.

For the year ended December 31, 2004, the Company recorded a $4.0 million impairment to the autohaul assets.

(4)  Equity Investment — Transplace

The Company and four other large transportation companies contributed their transportation logistics businesses along with associated intangible assets to Transplace, a leading provider of logistics and transportation management services. Transplace commenced operations on July 1, 2000. The Company also contributed $10,000,000 to Transplace in 2000.

As a transportation logistics company, Transplace manages shippers’ transportation needs and receives a fee for this service. The Company may receive from Transplace the opportunity to provide transportation services to shippers. Through the second quarter of 2005, the Company was obligated to use Transplace to obtain any additional capacity required from other trucking companies for the Company’s customers. In 2005, Transplace

44

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

agreed that all shareholders could source their additional capacity needs and hence, the Company restarted its own brokerage operation. During the years ended December 31, 2006, 2005 and 2004, the Company received less than 2% of its operating revenue from Transplace and paid less than 4% of its purchased transportation to Transplace.

The Company’s interest in Transplace, which is accounted for using the equity method, is approximately 29%. The Company recorded equity losses of $2.2 million, $3.7 million and $2.9 million in other expense during the years ending December 31, 2006, 2005 and 2004, respectively for Transplace.

The Company’s equity in the net assets of Transplace exceeds its investment account by approximately $24 million and $30 million as of December 31, 2006 and 2005. As Transplace records amortization or impairment of goodwill and intangibles, the Company accretes an equal amount of basis difference to offset such amortization or impairment.

The Company received $6.6 million, $19.1 million and, $43.0 million in operating revenue in 2006, 2005 and 2004, respectively, for transportation services provided to Transplace. At December 31, 2006 and 2005, $2.0 million and $2.1 million, respectively, was owed to the Company for these services.

(5)  Notes Receivable

In January 2005, the Company loaned $6.3 million to Transplace Texas, LP, a subsidiary of Transplace, Inc. of which the Company owns an equity interest of approximately 29%. This note receivable is being reduced as the Company records its portion of the losses incurred by Transplace. As of December 31, 2006, this note has been reduced by approximately $5.7 million in accumulated losses and a principal payment of approximately $340,000 received in 2006. At such time as the note is repaid in full, the amount of losses previously recorded as a reduction of the note receivable will be recognized as a gain. Effective January 7, 2007, the note receivable was amended to extend the maturity date to January 7, 2009.

In April 2005, the Company completed the sale of its autohaul assets and business for approximately $46.1 million, $25 million of which was paid in cash at closing, $3.5 million was paid on July 15, 2005 and $0.6 million was paid on January 15, 2006. The remaining $17 million was to be payable to the Company in the form of a subordinated note due over a six year period ending April 2011. In the course of the preparation and review of the Company’s fiscal 2006 financial statements, the Company determined that the purchaser of this business was unable to repay the remaining note receivable and other outstanding amounts and recorded a pre-tax impairment of $18.4 million in the fourth quarter of 2006. The purchaser subsequently declared bankruptcy in January 2007.

Notes receivable consist of the following:

	December 31,
	2006		2005
	(In thousands)
Note receivable of $6,331,000 from Transplace, net of equity losses, bearing interest of 6% per annum and principal due and payable on January 7, 2009	$	334	$	2,841
Notes receivable from Auto Carrier Holdings, Inc.:
(1) $17,000,000 principal balance remaining identified as fully impaired as of December 31, 2006		—		17,000
(2) $635,000 accruing interest at 4% payable quarterly, principal paid January 15, 2006		—		635
Note receivable from Transportes EASO, payable on demand		2,418		2,418
		2,752		22,894
Less current portion		—		(635	)
Notes receivable, less current portion	$	2,752	$	22,259

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SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(6)   Accrued Liabilities

Accrued liabilities consists of:

	December 31,
	2006		2005
	(In thousands)
Employee compensation	$	37,980	$	42,628
Fuel and mileage taxes		2,224		2,592
Income taxes payable		2,973		5,763
Other		20,183		23,737
	$	63,360	$	74,720

(7)   Claims Accruals

The Company’s insurance program for workers compensation, liability, physical damage and cargo damage involves self-insurance, with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts which management considers adequate.

Claims accruals represent accruals for the uninsured portion of pending claims at December 31, 2006 and 2005. The current portion reflects the amounts of claims expected to be paid in the following year. These accruals are estimated based on management’s evaluation of the nature and severity of individual claims and an estimate of future claims development based on the Company’s past claims experience. Claims accruals also include accrued medical expenses under the Company’s group medical insurance program. These accruals are estimated based on our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Insurance and claims expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends.

(8)   Accounts Receivable Securitization

In December 1999, the Company (through a wholly-owned bankruptcy-remote special purpose subsidiary) entered into an agreement to sell, on a revolving basis, interests in its accounts receivable to two unrelated financial entities. The bankruptcy-remote subsidiary has the right to repurchase the receivables from the unrelated entities. Therefore, the transaction does not meet the criteria for sale treatment under the accounting standards and is reflected as a secured borrowing in the financial statements.

Under the amended agreement, the Company can receive up to a maximum of $300 million of proceeds, subject to eligible receivables and will pay a program fee recorded as interest expense, as defined in the agreement. On December 20, 2006, the committed term was extended to December 19, 2007. The Company will pay commercial paper interest rates on the proceeds received (approximately 5.3% at December 31, 2006). The proceeds received will be reflected as a current liability on the consolidated financial statements because the committed term, subject to annual renewals, is 364 days. As of December 31, 2006 and 2005 there were $180 million and $245 million, respectively, of proceeds received.

(9)   Fair Value of Operating Lease Guarantees

The Company guarantees certain residual values under its operating lease agreements for revenue equipment. At the termination of these operating leases, the Company would be responsible for the excess of the guarantee amount above the fair market value, if any. As of December 31, 2006 and 2005, the Company has recorded a liability for the estimated fair value of the guarantees, entered into subsequent to January 1, 2003, in the amount of

46

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$674,000 and $1.4 million, respectively. The maximum potential amount of future payments the Company would be required to make under all of these guarantees is $21.8 million.

(10)   Borrowings Under Revolving Credit Agreement

Pursuant to the amended credit facility with a group of lenders, the Company has a $550 million revolving credit agreement, which matures in December 2010. Interest on outstanding borrowings is based upon one of two options, which the Company may select at the time of borrowing: the bank’s prime rate or the London Interbank Offered Rate (LIBOR) plus applicable margins ranging from 40 to 100 basis points, as defined in the Credit Agreement (currently 50 basis points). The unused portion of the line of credit is subject to a commitment fee ranging from 8 to 17.5 basis points (currently 10 basis points). As of December 31, 2006 and 2005, there was $0 and $164 million, respectively, outstanding under the line of credit.

The Credit Agreement includes financing for letters of credit. As of December 31, 2006, the Company has outstanding letters of credit primarily for workers’ compensation and liability self-insurance purposes totaling $212.9 million, leaving $337.1 million available on the revolving line of credit.

The Credit Agreement requires the Company to meet certain covenants with respect to leverage and fixed charge coverage ratios and tangible net worth. As of December 31, 2006 the Company is in compliance with these debt covenants.

For the years ended December 31, 2006, 2005 and 2004, the Company capitalized interest related to self-constructed assets totaling $602,000, $774,000 and $528,000, respectively.

(11)   Obligations Under Capital Leases

The Company leased certain revenue equipment under capital lease arrangements. All of the Company’s capital leases expired during 2006. As of December 31, 2005, the leases were collateralized by revenue equipment with a cost of $3.7 million and accumulated amortization of $2.4 million. The amortization of the equipment under capital leases is included in depreciation expense.

The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments:

	December 31,
	2006		2005
	(In thousands)
2006	$	—	$	1,815
Total minimum lease payments		—		1,815
Less: Amount representing interest		—		29
Present value of minimum lease payments		—		1,786
Less current portion		—		1,786
Obligations under capital leases, less current portion	$	—	$	—

(12)   Senior Notes

In June 2003, the Company completed a private placement of Senior Notes. The notes were issued in two series of $100 million each with an interest rate of 3.73% for those notes maturing on June 27, 2008 and 4.33% for those notes maturing on June 27, 2010 with interest payable on each semiannually in June and December. The notes contain financial covenants relating to leverage, fixed charge coverage and tangible net worth. As of December 31, 2006, the Company was in compliance with these debt covenants.

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SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(13)   Derivative Financial Instruments

The Company is a party to swap agreements that are used to manage exposure to interest rate movement by effectively changing the variable rate to a fixed rate. Since these instruments did not qualify for hedge accounting, the changes in the fair value of the interest rate swap agreements will be recognized in net earnings until maturities up to March 2009.

For the years ended December 31, 2006, 2005 and 2004, the Company recognized a gain for the change in fair market value of the interest rate swap agreements of $1.1 million, $3.3 million and $2.6 million. The changes in fair market value of the interest rate swap agreements are recorded as interest expense.

(14)   Commitments

Operating Leases

The Company leases various revenue equipment and terminal facilities under operating leases. At December 31, 2006, the future minimum lease payments under noncancelable operating leases are as follows:

	Revenue
Years Ending December 31,	Equipment		Facilities		Total
	(In thousands)
2007	$	41,912	$	989	$	42,901
2008		15,450		491		15,941
2009		12,064		238		12,302
2010		10,993		37		11,030
2011		27		8		35
Total minimum lease payments	$	80,446	$	1,763	$	82,209

The revenue equipment leases generally include purchase options exercisable at the completion of the lease. In 2004, the Company recorded net losses of approximately $3.4 million from the sale of leased revenue equipment pursuant to the exercise of purchase options on revenue equipment. No gain or losses were recorded in 2006 and 2005, respectively.

Purchase Commitments

The Company had commitments outstanding to acquire revenue equipment for approximately $212.3 million as of December 31, 2006. These purchases are expected to be financed by the combination of operating leases, debt, proceeds from sales of existing equipment and cash flows from operations. The Company has the option to cancel such commitments with 90 days notice.

In addition, the Company had remaining commitments of $2.1 million as of December 31, 2006 under contracts relating to acquisition, development and improvement of facilities.

Guarantees

The Company guarantees certain residual values under its operating lease agreements for revenue equipment. At the termination of these operating leases, the Company would be responsible for the excess of the guarantee amount above the fair market value, if any. The maximum potential amount of future payments the Company would be required to make under these guarantees is $34 million.

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SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(15)   Contingencies

The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. Based on the knowledge of the facts and, in certain cases, opinions of outside counsel, management believes the resolution of claims and pending litigation will not have a material adverse effect on the Company.

(16)   Stockholders’ Equity

Treasury Stock

The Company purchased 2,217,852, 1,988,181 and 14,132,249 shares of its common stock for a total cost of $59.5 million, $39.5 million and $252.6 million during 2006, 2005 and 2004, respectively. All of the shares purchased are being held as treasury stock and may be used for issuances under the Company’s employee stock option and purchase plans or for other general corporate purposes.

Pursuant to the Company’s repurchase program, the Company may acquire its common stock using the proceeds received from the exercise of stock options to minimize the dilution from the exercise of stock options. The purchases are made in accordance with SEC rules 10b5-1 and 10b-18, which limit the amount and timing ofrepurchases and removes any discretion with respect to purchases on the part of the Company. The timing and amount of shares repurchased is dependent upon the timing and amount of employee stock option exercises. At this time, the Company cannot reliably estimate the pattern of employee stock option exercises and resulting share repurchases.

Stock Option Plans

The Company has granted a number of stock options under various plans. Beginning in April 2006, the Company granted options to employees, which vest pro-rata over a five year period and have exercise prices equal to 100 percent of the market price on the date of grant. The options expire seven years following the grant date. Prior to April 2006, options granted by the Company to employees generally vested 20 percent per year beginning on the fifth anniversary of the grant date or pro-rata over a nine year period. The options awards expire ten years following the date of grant. The exercise prices of the options with nine year vesting periods were generally granted equal to 85 to 100 percent of the market price on the grant date. Options granted to Swift non-employee directors have been granted with an exercise price equal to 85 percent or 100 percent of the market price on the grant date, vest over four years and expire on the sixth anniversary of the grant date. As of December 31, 2006, the Company is authorized to grant an additional 4.7 million shares.

49

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of the activity of the Company’s fixed stock option plans as of December 31, 2006, 2005 and 2004, and changes during the years then ended on those dates is presented below:

	2006					2005					2004
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of year		6,467,398		$	18.05		8,942,348		$	15.57		8,298,723		$	14.50
Granted
At market value		575,400		$	23.53		1,929,995		$	22.24		2,008,537		$	18.17
Below market value		—					—					481,785		$	13.84
Exercised		(3,425,553	)	$	17.15		(3,433,909	)	$	14.12		(785,339	)	$	11.72
Forfeited		(194,859	)	$	19.85		(971,036	)	$	17.61		(1,061,358	)	$	14.34
Outstanding at end of year		3,422,386		$	19.78		6,467,398		$	18.05		8,942,348		$	15.57
Options exercisable at year-end		2,160,154					5,561,360					1,504,780

The following table summarizes information about fixed stock options outstanding at December 31, 2006:

	Options Outstanding						Options Exercisable
			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
	Number		Contractual		Exercise		Number		Exercise
Range of Exercise Prices	Outstanding		Life		Price		Exercisable		Price
$9.08 to $17.14		475,406		2.03	$	14.03		224,556	$	14.11
$17.31 to $17.65		352,169		6.80	$	17.62		348,169	$	17.63
$18.54		521,454		2.98	$	18.54		155,472	$	18.54
$18.90		46,960		2.00	$	18.90		46,960	$	18.90
$19.13		502,000		7.84	$	19.13		502,000	$	19.13
$19.16 to $21.72		283,900		6.55	$	20.75		243,900	$	21.01
$22.02		451,997		8.20	$	22.02		451,997	$	22.02
$22.28		10,500		8.09	$	22.28		10,500	$	22.28
$22.65		432,750		6.25	$	22.65		—	$	—
$23.07 to $31.06		345,250		6.33	$	25.40		176,600	$	24.06
		3,422,386		5.69	$	19.78		2,160,154	$	19.55

The total intrinsic value of options exercised during years ended December 31, 2006, 2005 and 2004 was $32.1 million, $20.9 million and $6.8 million, respectively. As of December 31, 2006, there was $6.2 million of total unrecognized compensation expense related to unvested share-based compensation arrangements. That expense is expected to be recognized over a weighted-average period of 4.0 years.

The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the date of grant. The weighted-average grant date fair value of options granted at market value during the years ended December 31, 2006 and 2005 were $10.14 and $12.49, respectively. For the year ended December 31, 2004 the weighted-average grant date fair value of options granted at market value and below market value were $9.84 and $10.13, respectively.

50

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following weighted-average assumptions were used to determine the weighted-average grant date fair value of the stock options granted during the years ended December 31, 2006, 2005 and 2004, respectively:

	2006			2005			2004
Dividend yield		0	%		0	%		0	%
Expected volatility		41	%		45	%		45	%
Risk free interest rate		4.77	%		4.47	%		4.0	%
Expected lives (in years)		5.0			8.0			9.0

The expected lives of the options are based on the historical and expected future employee exercise behavior. Expected volatility is based upon the historical volatility of the Company’s common stock. The risk-free interest rate is based upon the U.S. Treasury yield curve at the date of grant with maturity dates approximately equal to the expected life at the grant date.

Employee Stock Purchase Plan

Under the Employee Stock Purchase Plan (“Plan”), the Company is authorized to issue up to 6.5 million shares of common stock to full-time employees, nearly all of whom are eligible to participate. Under the terms of the Plan, employees can choose each year to have up to 15 percent of their annual base earnings withheld to purchase the Company’s common stock. The purchase price of the stock is 85 percent of the lower of the beginning-of-period or end-of-period (each period being the first and second six calendar months) market price. Each employee is restricted to purchasing during each period a maximum of $12,500 of stock determined by using the beginning-of-period price. During the years ended December 31, 2006, 2005 and 2004, the Company issued 243,310, 297,044 and 360,360 shares at an average price per share of $19.62, $17.61 and $15.19, respectively, under the employee stock purchase plan. As of December 31, 2006, the Company is authorized to issue an additional 3.2 million shares under the Plan.

As a result of the adoption of SFAS 123(R) in January 2006, total compensation expense related to the Plan was $1.6 million for the year ended December 31, 2006.

Compensation expense is calculated as the fair value of the employees’ purchase rights, which was estimated using the Black-Scholes-Merton model with the following assumptions:

	2006			2005			2004
Dividend yield		0	%		0	%		0	%
Expected volatility		34	%		45	%		45	%
Risk free interest rate		4.85	%		2.50	%		2.55	%

The weighted-average fair value of those purchase rights granted in 2006, 2005 and 2004 was $6.35, $6.24 and $5.42, respectively.

Performance Share Awards

Effective April 3, 2006, the Board of Directors of the Company approved the award of performance shares to eligible employees to be issued in 2007 pursuant to the 2006 Long-Term Incentive Compensation Plan. The awards were granted under the Company’s 2003 Stock Incentive Plan. The actual number of awards is based on the Company meeting or achieving certain performance targets in 2006. The performance share awards vest over two years at a rate of 50% per year beginning on the first anniversary following the date the awards are issued. The weighted-average fair value of the performance shares granted in 2006 was $22.65.

51

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stockholders Protection Rights Agreement

On July 18, 2006, the Board of Directors of the Company declared a dividend payable July 31, 2006 of one right (a “Right”) for each outstanding share of common stock of the Company held of record at the close of business on July 31, 2006 and for each share issued thereafter. The Rights were issued pursuant to a Stockholders Protection Rights Agreement, which governs the terms of the Rights. The Rights Agreement is designed to protect the Company’s shareholders against coercive tender offers, inadequate offers, and abusive or coercive takeover tactics and ensure all the Company’s shareholders receive fair and equal treatment in the event of any unsolicited attempts to take over the Company. Following a triggering event (as described in the Rights Agreement), each Right entitles its registered holder, other than an acquiring person that causes the triggering event, to purchase from the Company, one one-hundredth of a share of Participating Preferred Stock, $0.001 par value, for $150, subject to adjustment. The Rights will not become exercisable until, among other things, the business day following the tenth business day after either any person commences a tender or exchange offer which, if consummated, would result in such person acquiring beneficial ownership of 20% or more of the Company’s outstanding common stock or a person or group has acquired 20% or more of the Company’s outstanding common stock (or, in the case of an existing holder of more than 20%, such person or group has acquired an additional .01% of the outstanding common stock, subject to certain exceptions). The Rights will expire on the close of business on July 18, 2009 or on the date on which the Rights are redeemed by the Board of Directors. See Note 28 for the subsequent event relating to the amendment to the Stockholders Protection Rights Agreement.

(17)  Income Taxes

Income tax expense consists of:

	Years Ended December 31,
	2006			2005		2004
	(In thousands)
Current expense:
Federal	$	91,006		$	53,935	$	32,720
State		7,761			5,129		2,192
Foreign		(1,243	)		457
		97,524			59,521		34,912
Deferred expense (benefit):
Federal		(20,034	)		2,027		24,086
State		999			1,012		(4,562	)
Foreign		1,730			663		2,031
		(17,305	)		3,702		21,555
	$	80,219		$	63,223	$	56,467

52

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s effective tax rate was 36%, 38%, and 35% in 2006, 2005 and 2004, respectively. The actual tax expense differs from the “expected” tax expense (computed by applying the U.S. Federal corporate income tax rate of 35% to earnings before income taxes) as follows:

	Years Ended December 31,
	2006			2005			2004
	(In thousands)
Computed “expected” tax expense	$	77,446		$	57,522		$	55,982
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal income tax benefit		5,452			3,992			3,209
Per diem allowances		1,888			2,793			1,676
State tax rate change and other adjustments in deferred items		(4,303	)		—			(4,614	)
Other, net of tax credits		(264	)		(1,084	)		214
	$	80,219		$	63,223		$	56,467

The net effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

	December 31,
	2006			2005
	(In thousands)
Deferred tax assets:
Claims accruals	$	85,287		$	94,609
Allowance for doubtful accounts		6,425			4,007
Accrued liabilities		1,179			1,485
Derivative financial instruments		297			723
Equity investments		5,464			4,580
Amortization of discount on stock options		1,980			3,363
Other		7,821			3,595
Total deferred tax assets		108,453			112,362
Valuation allowances		(1,616	)		—
Total deferred tax assets, net		106,837			112,362
Deferred tax liabilities:
Property and equipment, principally due to differences in depreciation		(336,671	)		(354,166	)
Prepaid taxes, licenses and permits deducted for tax purposes		(14,495	)		(14,124	)
Contractual commitments deducted for tax purposes		(8,412	)		(10,522	)
Other		(7,028	)		(10,624	)
Total deferred tax liabilities		(366,606	)		(389,436	)
Net deferred tax liability	$	(259,769	)	$	(277,074	)

53

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

These amounts are presented in the accompanying consolidated balance sheets as follows:

	December 31,
	2006			2005
	(In thousands)
Current deferred tax asset	$	43,695		$	22,319
Noncurrent deferred tax liability		(303,464	)		(299,393	)
Net deferred tax liability	$	(259,769	)	$	(277,074	)

U.S. income and foreign withholding taxes have not been provided on approximately $42 million of cumulative undistributed earnings of foreign subsidiaries. The earnings are considered to be permanently reinvested outside the U.S. As the Company intends to reinvest these earnings indefinitely outside the U.S., it is not required to provide U.S. income taxes on them until they are repatriated in the form of dividends or otherwise.

The Company has state net operating loss carryforwards available at December 31, 2006 that it expects will generate future tax savings of approximately $2.4 million. The state net operating losses will expire at various times between 2006 and 2026 if not used. The Company has established a valuation allowance of $1.6 million for the possibility that some of these state carryforwards may not be used.

(18)  Earnings Per Share

The computation of basic and diluted earnings per share is as follows:

	Year Ending December 31,
	2006		2005		2004
	(In thousands, except
	per share amounts)
Net earnings	$	141,055	$	101,127	$	103,482
Weighted average shares:
Common shares outstanding for basic earnings per share		74,584		72,540		79,306
Equivalent shares issuable upon exercise of stock options		1,257		1,283		870
Diluted shares		75,841		73,823		80,176
Basic earnings per share	$	1.89	$	1.39	$	1.30
Diluted earnings per share	$	1.86	$	1.37	$	1.29

Equivalent shares issuable upon exercise of stock options exclude 501,000, 1,310,000 and 3,979,000 shares in 2006, 2005 and 2004, respectively, as the effect was antidilutive.

(19)  Accumulated Other Comprehensive Loss

In conjunction with the June 2003 private placement of Senior Notes, the Company entered into a cash flow hedge to lock the benchmark interest rate used to set the coupon rate for $50 million of the notes. The Company terminated the hedge when the coupon rate was set and paid $1.1 million, which is recorded as accumulated other comprehensive loss in stockholders’ equity. This amount will be amortized as a yield adjustment of the interest rate on the seven-year series of notes. The Company amortized $154,000, $152,000 and $145,000 into interest expense during the years ended December 31, 2006, 2005 and 2004, respectively.

(20)  Settlement of Litigation

In February 2006, the Company entered into a settlement agreement that resolved litigation in which the Company, as the plaintiff, claimed damages arising from errors and omissions by a former insurance broker. Under

54

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the terms of the settlement agreement, the Company received $5.15 million, which was reflected as a reduction of insurance and claims expense in the first quarter of 2006.

In June 2002, the Company entered into a settlement agreement with an insurance company. Pursuant to this settlement, the insurance company agreed to provide certain insurance coverage, at no cost to the Company, through December 2004 in exchange for the Company releasing all claims that were the subject of the litigation. The Company recognized this settlement amount as a reduction of insurance expense as the insurance coverage was provided during the period from July 1, 2002 through December 31, 2004. In addition, the Company deferred $21.1 million of legal expenses, which were paid pursuant to a contingent fee arrangement based upon the Company’s estimated valuation of the insurance provided of between $65 million and $74 million. In the event that the Company did not receive the future insurance coverage due to the liquidation, rehabilitation, bankruptcy or other similar insolvency of the insurers, the Company would have received a reimbursement of its legal expenses on a declining basis ranging from $15.8 million through December 15, 2002 to $3.9 million through July 1, 2004. These legal expenses were amortized on a straight-line basis over the thirty-month period beginning July 1, 2002 through December 31, 2004.

(21)  Employee Benefit Plans

The Company maintains a 401(k) profit sharing plan for all employees who are 19 years of age or older and have completed six months of service. In 2006, the Company amended the Plan to allow matching of contributions up to 3% of an employee’s compensation. Employees’ rights to employer contributions vest after five years from their date of employment.

For the year ended December 31, 2006, the Company recognized a net benefit of approximately $3.6 million associated with the 401(k) plan. During 2006, the Company eliminated the discretionary match portion of the 401(k) program for employees that did not themselves contribute to the plan. The change resulted in a $4.8 million reduction in expense. Additionally, in 2006, the Company recognized a benefit of $2.9 million associated with the use of additional forfeited match contributions. The Company’s expense totaled approximately $10.7 million and $8.1 million for 2005 and 2004, respectively.

(22)  Key Customer

Services provided to the Company’s largest customer, Wal-Mart, generated 15% of operating revenue in 2006, 2005 and 2004, respectively. No other customer accounted for 10% or more of operating revenue in any reporting period.

(23)  Related Party Transactions

Swift obtains drivers for the owner-operator portion of its fleet by entering into contractual arrangements either with individual owner-operators or with fleet operators. Fleet operators maintain a fleet of tractors and directly negotiate with a pool of owner-operators and employees whose services the fleet operator then offers to Swift. One of the largest fleet operators with whom Swift does business is Interstate Equipment Leasing, Inc. (“IEL”), a corporation wholly-owned by Jerry Moyes, a member of Swift’s Board of Directors. Swift pays the same or comparable rate per mile for purchased transportation services to IEL that it pays to independent owner-operators and other fleet operators. During 2006, 2005 and 2004, Swift paid $14.1 million, $25.5 million and $13.1 million to IEL for purchased transportation services. Swift owed $140,000 and $444,000 for these purchased transportation services at December 31, 2006 and 2005, respectively. The Company’s business relationship with IEL has been operating without a written agreement.

Prior to 2006, Swift also purchased new tractors and sold them to IEL at a mark-up over Swift’s cost. IEL then leased the tractors to its pool of individual owner-operators that haul loads for Swift. Swift believed this arrangement allowed it to obtain ready access to IEL’s pool of owner-operators while avoiding the carrying and overhead costs associated with owning the tractors and leasing them to owner-operators. In 2006, 2005 and

55

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2004, Swift acquired new tractors and sold them to IEL for $0, $1.4 million and $17.2 million, respectively and recognized fee income of $0, $54,000 and $600,000, respectively.

In addition, in prior years Swift sold used tractors to IEL, however, there were no used equipment sales to IEL in 2006 or 2005. During 2004 Swift sold used revenue equipment totaling $89,500 and recognized a gain of $41,000. At December 31, 2006 and 2005 nothing was owed to Swift for this equipment. Swift also provides drivers and trainees to IEL to operate IEL trucks on Swift loads. In 2006, 2005 and 2004, respectively, Swift received $2.0 million, $5.2 million and $2.7 million from IEL for wages and benefits of drivers and trainees provided to IEL for this purpose. At December 31, 2006 and 2005, Swift was owed $108,000 and $513,000, respectively, for these services. Swift paid IEL $36,000, $118,000 and $104,000 during 2006, 2005 and 2004, respectively, for various other services (including driver security deposits transferred from MS Carriers to IEL upon drivers obtaining new leases, insurance claims payments, and reimbursement to IEL for Prepass usage by their drivers on Swift loads). Swift purchased tractors from IEL, totaling $28,650 and $88,000 in 2006 and 2005, respectively. There were no purchases of tractors from IEL in 2004. There were no amounts payable to IEL for these services at December 31, 2006 or 2005.

Swift Aviation Services, Inc. and Swift Air, Inc. corporations wholly-owned by Jerry Moyes, provide air transportation services to Swift. These services totaled $0, $587,000, and $395,000 for the years ended December 31, 2006, 2005, and 2004, respectively. Swift owed nothing for these services at December 31, 2006 and 2005.

Swift provides transportation, repair, facilities leases and other services to several trucking companies affiliated with Jerry Moyes as follows:

Two trucking companies affiliated with Jerry Moyes hire Swift for truckload hauls for their customers: Central Freight Lines, Inc. (Central Freight), a publicly traded less-than truckload carrier and Central Refrigerated Service, Inc. (Central Refrigerated), a privately held refrigerated truckload carrier. Jerry Moyes owns Southwest Premier Properties which bought out Central Freight in 2006 and Mr. Moyes is the principal stockholder of Central Refrigerated. Swift also provides repair, facilities leases and other truck stop services to Central Freight and Central Refrigerated. Swift recognized $5.4 million, $15.7 million, and $14.8 million in operating revenue in 2006, 2005 and 2004, respectively, for these services to Central Freight and Central Refrigerated. At December 31, 2006 and 2005, $31,000 and $543,000, respectively, was owed to Swift for these services.

Swift also provides freight services for two additional companies affiliated with Jerry Moyes — SME Industries and Aloe Splash/Aloe Splash DIP with total operating revenues of $27,000, $132,000 and $336,000 recognized for years ended December 31, 2006, 2005 and 2004, respectively. At December 31, 2006 and 2005, $0 and $24,000, respectively, was owed to Swift for these services.

The rates that Swift charges each of these companies for transportation services, in the case of truckload hauls, are market rates comparable to what it charges its regular customers, thus providing Swift with an additional source of operating revenue at its normal freight rates. The rates charged for repair and other truck stop services is comparable to what Swift charges its owner-operators, which is at a mark up over Swift’s cost. In addition, Swift leases facilities from Central Freight and paid $258,000, $240,000 and $422,000 to the carrier for facilities rented in 2006, 2005 and 2004, respectively. There were no amounts owed to Central Freight at December 31, 2006, 2005 or 2004.

The Company purchased $284,000, $499,000, and $284,000 of refrigeration units and parts in 2006, 2005 and 2004, respectively, from Thermo King West, a Thermo King dealership owned by William F. Riley III, an executive officer of Swift until July 2005, who is also the father of Jeff Riley, a current executive officer of Swift. Thermo King Corporation, a unit of Ingersoll-Rand Company limited, requires that all purchases of refrigeration units be made through one of its dealers. Thermo King West is the exclusive dealer in the southwest. Pricing terms are negotiated directly with Thermo King Corporation, with additional discounts negotiated between Swift and Thermo King West once pricing terms are fixed with Thermo King Corporation. Thermo King Corporation is one of only two companies that supplies refrigeration units that are suitable for Swift’s needs. In addition to Thermo King West, Bill

56

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Riley owns Trucks West which operates franchised service and parts facilities for Volvo tractors. Swift purchased $2.3 million, $706,000 and $13,000 in parts and services from Trucks West in 2006, 2005 and 2004, respectively.

In April, 2006, the Company sold land it owned in Kingman, AZ to TKW Properties, a company owned by Bill Riley, for $595,000. There were no transactions between TKW Properties and Swift in 2005 or 2004, and there was nothing owed to Swift for this transaction at December 31, 2006.

On April 1, 2005, Bob Cunningham, President and Chief Operating Officer at that time sold his business Cunningham Commercial Vehicles, a Freightliner dealership, to an unrelated third party. Prior to the sale of Cunningham Commercial Vehicles, Swift purchased tractors, parts and services totaling $20 million and $25 million in 2005 and 2004, respectively. At December 31, 2006 and December 31, 2005 Swift owed nothing in connection with these purchases. Mr. Cunningham also owns Nexuse Manufacturing, from whom Swift purchased a truck repair facility (and accompanying parts and equipment) in July 2004. The facility was purchased for $800,000 and the parts and equipment purchase totaled $10,825. There were no transactions between Swift and Nexuse Manufacturing in 2006 or 2005.

Swift formerly obtained legal services from Scudder Law Firm. Earl Scudder, a director of Swift until June 30, 2005, is a member of Scudder Law Firm. The rates charged to Swift for legal services reflect market rates charged by unrelated law firms for comparable services. Through June 30, 2005, and all of 2004 Swift incurred fees for legal services from Scudder Law Firm in the amount of $14,000 and $217,000, respectively.

All of the above related party arrangements were approved by the independent members of Swift’s Board of Directors.

(24)   Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” requires that the Company disclose estimated fair values for its financial instruments. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Since the fair value is estimated as of December 31, 2006, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.

The following summary presents a description of the methodologies and assumptions used to determine such amounts.

Accounts Receivable and Payable

Fair value is considered to be equal to the carrying value of the accounts receivable, accounts payable and accrued liabilities, as they are generally short-term in nature and the related amounts approximate fair value or are receivable or payable on demand.

Obligations Under Capital Leases, Borrowings Under Revolving Credit Agreement and Accounts Receivable Securitization

The fair value of all of these instruments is assumed to approximate their respective carrying values given the duration of the notes, their interest rates and underlying collateral.

Senior Notes

The fair value of the Senior Notes, measured as the present value of the future cash flows using the current borrowing rate for comparable maturity notes, is estimated to be $187.2 million as of December 31, 2006.

57

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(25)   Customer Relationship Intangible Asset

Information related to the customer relationship intangible asset is as follows:

	As of December 31,
	2006			2005
	(In thousands)
Customer relationship intangible asset:
Gross carrying amount	$	45,726		$	45,726
Accumulated amortization		(10,503	)		(7,454	)
	$	35,223		$	38,272

The aggregate amortization expense related to customer relationship intangible asset was $3.0 million, $3.0 million and $3.2 million for the years ended December 31, 2006, 2005 and 2004, respectively. The estimated amortization expense for each of the next five years is approximately $3 million. Amortization on the customer relationship intangible asset is calculated on the straight-line method over the estimated useful life of 15 years.

(26)   Sale of Autohaul Assets and Business

In April 2005, the Company completed the sale of its autohaul assets and business for approximately $46.1 million, $25 million of which was paid in cash at closing, $3.5 million was paid on July 15, 2005 and $0.6 million was paid on January 15, 2006. The remaining $17 million was to be payable to the Company in the form of a subordinated note due over a six year period ending April 2011.

Based on an evaluation in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company estimated that the transaction resulted in a non-cash charge for impairment to the book value of certain of the assets to be sold of approximately $4.0 million on a pre-tax basis. The Company recognized and recorded the pre-tax impairment charge to depreciation, amortization and impairment expense in the fourth quarter of 2004.

As part of its review and closing process for the year ended December 31, 2006, the Company identified a pre-tax impairment of $18.4 million related to the write-off of the note receivable and other outstanding amounts related to the Company’s sale of its auto haul business in April 2005. The Company recorded the pre-tax impairment of such amount to depreciation, amortization and impairment expense in the fourth quarter of 2006. The purchaser declared bankruptcy in January 2007.

(27)   Quarterly Results of Operations (Unaudited)

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
	(In thousands, except per share data)
Year Ended December 31, 2006
Operating revenue	$	762,596	$	811,208	$	816,150	$	782,836
Operating income		67,154		78,930		64,330		33,316
Net earnings		37,854		44,807		34,982		23,411
Basic earnings per share		.51		.60		.47		.31
Diluted earnings per share		.50		.59		.46		.31

58

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
	(In thousands, except per share data)
Year Ended December 31, 2005
Operating revenue	$	742,618	$	798,255	$	812,934	$	843,648
Operating income		31,533		56,521		28,087		71,919
Net earnings		19,447		29,781		12,632		39,267
Basic earnings per share		.27		.41		.17		.54
Diluted earnings per share		.26		.40		.17		.53

(28)   Subsequent Event

On January 19, 2007, Swift Transportation Co., Inc., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Saint Acquisition Corporation, a Nevada corporation (“MergerCo”), and Saint Corporation, a Nevada corporation (“Parent”), pursuant to which MergerCo will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation. In connection with the Merger, each outstanding share of common stock of the Company (other than any shares owned by MergerCo, Parent, their affiliates or the Company) will be cancelled and converted into the right to receive $31.55 in cash, without interest. Following the Merger, the Company’s shares will cease to be quoted on NASDAQ, the Company will cease to file reports with the Securities and Exchange Commission (the “SEC”) and the Company will be owned by Jerry Moyes, the Company’s largest shareholder, a current Director, and former Chairman of the Board and CEO of the Company, and certain of his affiliates.

The Board of Directors of the Company approved the Merger Agreement on the unanimous recommendation of a Special Committee comprised of three independent directors (the “Special Committee”). The Company has made customary representations, warranties and covenants in the Merger Agreement, which expire at the effective time of the Merger. The Company may not solicit competing proposals or, subject to exceptions that permit the Company’s Board of Directors (or the Special Committee) to take actions required by their fiduciary duties, participate in any discussions or negotiations regarding alternative business combination transactions.

MergerCo and Parent have obtained a conditional debt financing commitment for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for MergerCo and Parent to pay the aggregate merger consideration and all related fees and expenses. Consummation of the Merger is not subject to a financing condition, but is subject to other customary closing conditions, including approval of the Merger by the Company’s shareholders and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The Merger Agreement contains specified termination rights for the parties, and provides that, in certain circumstances, either the Company or Parent will be required to pay the other party a termination fee of up to $40.0 million.

In connection with entering into the Merger Agreement, Mr. Moyes, certain entities controlled by Mr. Moyes and certain of his family members also entered into a voting agreement (the “Voting Agreement”) pursuant to which they agreed to vote their Company shares in favor of adoption of the Merger Agreement and the approval of the transactions contemplated thereby and to refrain from granting any proxies or entering into any other voting arrangements with respect to, or sell, grant, assign, transfer, pledge, encumber or otherwise dispose of their Company shares, subject to certain limited exceptions. Jerry Moyes, Vickie Moyes and the Jerry and Vickie Moyes Family Trust dated December 11, 1987 entered into a guarantee (the “Guarantee”) pursuant to which they guaranteed payment of the termination fee in the event it becomes payable by Parent.

Immediately prior to the execution of the Merger Agreement, the Company amended the Stockholders Protection Rights Agreement, dated July 18, 2006, by and between the Company and Mellon Investor Services

59

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

LLC, as Rights Agent (as amended, the “Rights Agreement” and such amendment, the “Rights Agreement Amendment”). The Rights Agreement Amendment provides that, among other things, neither the execution of the Merger Agreement nor the consummation of the Merger or the other transactions contemplated by the Merger Agreement will trigger the separation or exercise of the stockholder rights or any adverse event under the Rights Agreement. In particular, none of MergerCo, Parent, or any of their respective affiliates or associates will be deemed to be an Acquiring Person (as defined in the Rights Agreement) solely by virtue of the approval, execution, delivery, adoption or performance of the Merger Agreement or the consummation of the Merger or any other transactions contemplated by the Merger Agreement.

60

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no disagreements with our accountants over accounting principles or procedures, financial statement disclosure, or otherwise within the two most recent fiscal years ended December 31, 2006, or any subsequent period.

Item 9A.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in enabling the Company to record, process, summarize and report information required to be included in the Company’s periodic SEC filings within the required time period.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2006.

Management has engaged KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, to attest to and report on management’s evaluation of the Company’s internal control over financial reporting. Its report dated February 28, 2007 is included herein.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Swift Transportation Co., Inc.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Swift Transportation Co., Inc. maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Swift Transportation Co., Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is

61

to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s 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 for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Swift Transportation Co., Inc. maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Swift Transportation Co., Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries as of December 31, 2006 and 2005 and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006 and our report dated February 28, 2007 expressed an unqualified opinion on those consolidated financial statements.

KPMG LLP

Phoenix, Arizona

February 28, 2007

Item 9B.   Other Information

None

62

PART III

Item 10.   Directors and Executive Officers of the Registrant

Information required by this Item will be provided by an amendment to this Report on Form 10-K.

We have adopted a code of ethics that applies to all directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer, and the Corporate Controller. A copy of our code of ethics has been filed as an exhibit to our 2003 Form 10-K. If we make any amendment to, or grant any waivers of, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller where such amendment or waiver is required to be disclosed under Item 10 on Form 8-K or other applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefore on our internet website at www.swifttrans.com.

Item 11.   Executive Compensation

Information required by this Item with respect to executive compensation will be provided by an amendment to this Report on Form 10-K.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this Item will be provided by an amendment to this Report on Form 10-K.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Information required by this Item will be provided by an amendment to this Report on Form 10-K.

Item 14.   Principal Accounting Fees and Services

Information required by this Item will be provided by an amendment to this Report on Form 10-K.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a) Financial Statements and Schedules.

(i) Financial Statements

		Page or
		Method of Filing
(1)	Report of KPMG LLP	Page 33
(2)	Consolidated Financial Statements and Notes to Consolidated Financial Statements of the Company, including Consolidated Balance Sheets as of December 31, 2006 and 2005 and related Consolidated Statements of Earnings, Comprehensive Income, Stockholders’ Equity and Cash Flows for each of the years in the three-year period ended December 31, 2006	Pages 34-60

(ii) Financial Statement Schedules

Schedules have been omitted because of the absence of conditions under which they are required or because the required material information is included in the Consolidated Financial Statements or Notes to the Consolidated Financial Statements included herein.

(b) Exhibits.

63

Exhibit				Page or
Number			Description	Method of Filing
	2	.1	Agreement and Plan of Merger, dated as of January 19, 2007, by and among Saint Acquisition Corporation, Saint Corporation and the Company	Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K dated January 19, 2007
	2	.2	Voting Agreement, dated as of January 19, 2007, by and among, the Company and the stockholders named therein	Incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-K dated January 19, 2007
	2	.3	Guarantee dated January 19, 2007, by Jerry Moyes, Vickie Moyes and the Jerry and Vickie Moyes Family Trust dated 12/11/87, in favor of the Company	Incorporated by reference to Exhibit 2.3 of the Registrant’s Current Report on Form 8-K dated January 19, 2007
	3	.1	Form of Amended and Restated Articles of Incorporation of the Registrant	Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 30, 2002
	3	.2	Amended and Restated Bylaws of the Registrant	Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	4	.1	Specimen of Common Stock Certificate	Incorporated by reference to Exhibit 4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1992
	4	.2	Stockholder Protection Rights Agreement, dated as of July 18, 2006 (the “Rights Agreement”), between Swift Transportation Co., Inc. (the “Corporation”) and Mellon Investors Service, LLC, as Rights Agent, including Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of Participating Preferred Stock of the Corporation	Incorporated by reference to Exhibit 4 of the Registrant’s Current Report on Form 8-K dated July 19, 2006
	4	.2.1	Amendment dated as of January 19, 2007 to Rights Agreement between the Company and Mellon Investor Services, LLC	Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated January 19, 2007
	10	.1	Stock Option Plan, as amended through November 18, 1994*	Incorporated by Reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (the “1994 Form 10-K”)
	10	.2	Non-Employee Directors Stock Option Plan, as amended through November 18, 1994*	Incorporated by reference to Exhibit 10.8 of the 1994 Form 10-K
	10	.3	Employee Stock Purchase Plan, as amended through November 18, 1994*	Incorporated by reference to Exhibit 10.9 of the 1994 Form 10-K
	10	.3.1	Amendment to the Swift Transportation Co., Inc. 1994 Employee Stock Purchase Plan*	Incorporated by reference to Exhibit D of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 12, 2004 (the “2004 Proxy Statement”)
	10	.4	Swift Transportation Co., Inc. Retirement (401(k)) Plan dated January 1, 1992*	Incorporated by reference to Exhibit 10.14 of the Company’s Form S-1 Registration Statement No. #33-52454
	10	.5	1999 Stock Option Plan, as amended*	Incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8 Registration Statement No. Registration No. 333-53566

64

Exhibit				Page or
Number			Description	Method of Filing
	10	.6	Non-Employee Directors Stock Option Plan*	Incorporated by reference to the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 24, 2000
	10	.7	Swift Transportation Co., Inc. 2005 Non-Employee Director Stock Option Plan*	Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 15, 2005
	10	.8	Swift Transportation Co., Inc. 2003 Stock Incentive Plan*	Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 18, 2003
	10	.9	2004 Executive Management Incentive Plan*	Incorporated by reference to Exhibit E of the Company’s 2004 Proxy Statement
	10	.10	Swift Transportation Corporation Deferred Compensation Plan*	Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
	10	.11	Nonqualified Deferred Compensation Agreement*	Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (the “2000 First Quarter Form 10-Q”)
	10	.11.1	First Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.9.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004
	10	.11.2	Second Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated May 26, 2005
	10	.11.3	Third Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.11.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005
	10	.12	Employment Agreement for Robert Cunningham*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.13	Non-Statutory Stock Option Agreement, dated November 3, 2004, between Swift Transportation Co., Inc. and Robert W. Cunningham*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.14	Form of Indemnification Agreement	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.15	Offer Letter for Glynis Bryan*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated March 28, 2005
	10	.16	Offer Letter for Sam Cowley*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated March 28, 2005
	10	.17	Amended and Restated Change in Control Agreement, dated July 18, 2006, between Swift Transportation Co., Inc. and Robert Cunningham*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated July 19, 2006
	10	.18	Form of Amended and Restated Change in Control Agreement for Mr. Cowley, Ms. Bryan and Ms. Calbi*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated July 19, 2006

65

Exhibit				Page or
Number			Description	Method of Filing
	10	.19	Form of Amended and Restated Change in Control Agreement for Messrs. Stocking, Riley, Martin and Ms. Kennedy*	Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K dated July 19, 2006
	10	.20	Second Amended and Restated Revolving Credit Agreement dated December 16, 2005 among Swift Transportation Co., Inc., an Arizona Corporation, As Borrower, Swift Transportation Co., Inc., a Nevada Corporation, as Holdings, the Lenders From Time to Time Party Hereto and SunTrust Bank as Administrative Agent	Incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005
	10	.20.1	First Amendment to Second Amended and Restated Revolving Credit Agreement, dated January 18, 2007, among Swift Transportation Co., Inc., an Arizona Corporation, As Borrower, Swift Transportation Co., Inc., a Nevada Corporation, as Holdings, the Lenders From Time to Time Party Hereto and SunTrust Bank as Administrative Agent	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated January 18, 2007
	10	.21	Amended and Restated Receivables Sale Agreement Dated December 21, 2005 Among Swift Receivables Corporation, Swift Transportation Corporation, ABN AMRO Bank N.V., and SunTrust Capital Markets	Incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005
	10	.21.1	Purchase and Sale Agreement Dated December 30, 1999 between Swift Transportation Corporation and Swift Receivables Corporation	Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999
	10	.21.2	First Amendment to Amended and Restated Receivables Sale Agreement, dated August 21, 2006, between Swift Receivables Corporation, Swift Transportation Corporation, ABN AMRO Bank N.V., and SunTrust Capital Markets	Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form-Q for the quarter ended September 30, 2006
	10	.21.3	Second Amendment to Amended and Restated Receivables Agreement, dated December 20, 2006, between Swift Receivables Corporation, Swift Transportation Corporation, ABN AMRO Bank N.V., and SunTrust Capital Markets	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated December 20, 2006
	10	.22	Swift Transportation Co., Inc. $100,000,000 3.73% Senior Guaranteed Notes, Series A, Due June 27, 2008 And $100,000,000 4.33% Senior Guaranteed Notes, Series B, Due June 27, 2010 Note Purchase Agreement Dated as of June 27, 2003	Incorporated by reference to Exhibit 10.22 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
	10	.22.1	First Amendment Dated July 8, 2004 to Swift Transportation Co., Inc. $100,000,000 3.73% Senior Guaranteed Notes, Series A, Due June 27, 2008, and $100,000,000 4.33% Senior Guaranteed Notes, Series B, Due June 27, 2010 Note Purchase Agreement Dated as of June 27, 2003	Incorporated by reference to Exhibit 10.24 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
	10	.23	Operating Agreement of Transplace.com, LLC	Incorporated by reference to Exhibit 10.19 of the 2000 First Quarter Form 10-Q

66

Exhibit				Page or
Number			Description	Method of Filing
	10	.24	Initial Subscription Agreement of Transplace.com, LLC	Incorporated by reference to Exhibit 10.20 of the 2000 First Quarter Form 10-Q
	14		Code of Ethics	Incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003
	21		Subsidiaries of Registrant	Filed herewith
	23		Consent of KPMG LLP	Filed herewith
	31	.1	Rule 13a-14(a)/15d-14(a) Certificate of Robert W. Cunningham, Chief Executive Officer and President	Filed herewith
	31	.2	Rule 13a-14(a)/15d-14(a) Certificate of Glynis A. Bryan, Chief Financial Officer	Filed herewith
	32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — Robert W. Cunningham and Glynis A. Bryan	Furnished herewith

* Indicates a compensation plan

67

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, this 28th day of February, 2007.

SWIFT TRANSPORTATION CO., INC.,

a Nevada corporation

By  /s/  Robert W. Cunningham

Robert W. Cunningham

Chief Executive Officer and

President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

	Signature	Title	Date
/s/  Jock Patton Jock Patton		Chairman of the Board	February 28, 2007
/s/  Robert W. Cunningham Robert W. Cunningham		Chief Executive Officer, President and Director (Principal Executive Officer)	February 28, 2007
/s/  Glynis A. Bryan Glynis A. Bryan		Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 28, 2007
/s/  Samuel C. Cowley Samuel C. Cowley		Executive Vice President, General Counsel, and Director	February 28, 2007
/s/  Bryan R. Schumaker Bryan R. Schumaker		Vice President, Corporate Controller (Principal Accounting Officer)	February 28, 2007
/s/  Karl Eller Karl Eller		Director	February 28, 2007
/s/  Alphonse E. Frei Alphonse E. Frei		Director	February 28, 2007
/s/  David Goldman David Goldman		Director	February 28, 2007
/s/  Paul M. Mecray III Paul M. Mecray III		Director	February 28, 2007
/s/  Jerry C. Moyes Jerry C. Moyes		Director	February 28, 2007
/s/  Karen E. Rasmussen Karen E. Rasmussen		Director	February 28, 2007

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INDEX TO EXHIBITS

Exhibit				Page or
Number			Description	Method of Filing
	2	.1	Agreement and Plan of Merger, dated as of January 19, 2007, by and among Saint Acquisition Corporation, Saint Corporation and the Company	Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K dated January 19, 2007
	2	.2	Voting Agreement, dated as of January 19, 2007, by and among, the Company and the stockholders named therein	Incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-K dated January 19, 2007
	2	.3	Guarantee dated January 19, 2007, by Jerry Moyes, Vickie Moyes and the Jerry and Vickie Moyes Family Trust dated 12/11/87, in favor of the Company	Incorporated by reference to Exhibit 2.3 of the Registrant’s Current Report on Form 8-K dated January 19, 2007
	3	.1	Form of Amended and Restated Articles of Incorporation of the Registrant	Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 30, 2002
	3	.2	Amended and Restated Bylaws of the Registrant	Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated October 27, 2005
	4	.1	Specimen of Common Stock Certificate	Incorporated by reference to Exhibit 4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1992
	4	.2	Stockholder Protection Rights Agreement, dated as of July 18, 2006 (the “Rights Agreement”), between Swift Transportation Co., Inc. (the “Corporation”) and Mellon Investors Service, LLC, as Rights Agent, including Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of Participating Preferred Stock of the Corporation	Incorporated by reference to Exhibit 4 of the Registrant’s Current Report on Form 8-K dated July 19, 2006
	4	.2.1	Amendment dated as of January 19, 2007 to Rights Agreement between the Company and Mellon Investor Services, LLC	Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated January 19, 2007
	10	.1	Stock Option Plan, as amended through November 18, 1994*	Incorporated by Reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (the “1994 Form 10-K”)
	10	.2	Non-Employee Directors Stock Option Plan, as amended through November 18, 1994*	Incorporated by reference to Exhibit 10.8 of the 1994 Form 10-K
	10	.3	Employee Stock Purchase Plan, as amended through November 18, 1994*	Incorporated by reference to Exhibit 10.9 of the 1994 Form 10-K
	10	.3.1	Amendment to the Swift Transportation Co., Inc. 1994 Employee Stock Purchase Plan*	Incorporated by reference to Exhibit D of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 12, 2004 (the “2004 Proxy Statement”)
	10	.4	Swift Transportation Co., Inc. Retirement (401(k)) Plan dated January 1, 1992*	Incorporated by reference to Exhibit 10.14 of the Company’s Form S-1 Registration Statement No. #33-52454
	10	.5	1999 Stock Option Plan, as amended*	Incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8 Registration Statement No. Registration No. 333-53566

Exhibit				Page or
Number			Description	Method of Filing
	10	.6	Non-Employee Directors Stock Option Plan*	Incorporated by reference to the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 24, 2000
	10	.7	Swift Transportation Co., Inc. 2005 Non-Employee Director Stock Option Plan*	Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 15, 2005
	10	.8	Swift Transportation Co., Inc. 2003 Stock Incentive Plan*	Incorporated by reference to Annex A of the Registrant’s Definitive Proxy Statement on Form DEF 14A dated April 18, 2003
	10	.9	2004 Executive Management Incentive Plan*	Incorporated by reference to Exhibit E of the Company’s 2004 Proxy Statement
	10	.10	Swift Transportation Corporation Deferred Compensation Plan*	Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
	10	.11	Nonqualified Deferred Compensation Agreement*	Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (the “2000 First Quarter Form 10-Q”)
	10	.11.1	First Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.9.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004
	10	.11.2	Second Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated May 26, 2005
	10	.11.3	Third Amendment to Nonqualified Deferred Compensation Agreement Dated October 19, 2004*	Incorporated by reference to Exhibit 10.11.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005
	10	.12	Employment Agreement for Robert Cunningham*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.13	Non-Statutory Stock Option Agreement, dated November 3, 2004, between Swift Transportation Co., Inc. and Robert W. Cunningham*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.14	Form of Indemnification Agreement	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated November 3, 2004
	10	.15	Offer Letter for Glynis Bryan*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated March 28, 2005
	10	.16	Offer Letter for Sam Cowley*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated March 28, 2005
	10	.17	Amended and Restated Change in Control Agreement, dated July 18, 2006, between Swift Transportation Co., Inc. and Robert Cunningham*	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated July 19, 2006
	10	.18	Form of Amended and Restated Change in Control Agreement for Mr. Cowley, Ms. Bryan and Ms. Calbi*	Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K dated July 19, 2006
	10	.19	Form of Amended and Restated Change in Control Agreement for Messrs. Stocking, Riley, Martin and Ms. Kennedy*	Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K dated July 19, 2006

Exhibit				Page or
Number			Description	Method of Filing
	10	.20	Second Amended and Restated Revolving Credit Agreement dated December 16, 2005 among Swift Transportation Co., Inc., an Arizona Corporation, As Borrower, Swift Transportation Co., Inc., a Nevada Corporation, as Holdings, the Lenders From Time to Time Party Hereto and SunTrust Bank as Administrative Agent	Incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005
	10	.20.1	First Amendment to Second Amended and Restated Revolving Credit Agreement, dated January 18, 2007, among Swift Transportation Co., Inc., an Arizona Corporation, As Borrower, Swift Transportation Co., Inc., a Nevada Corporation, as Holdings, the Lenders From Time to Time Party Hereto and SunTrust Bank as Administrative Agent	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated January 18, 2007
	10	.21	Amended and Restated Receivables Sale Agreement Dated December 21, 2005 Among Swift Receivables Corporation, Swift Transportation Corporation, ABN AMRO Bank N.V., and SunTrust Capital Markets	Incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005
	10	.21.1	Purchase and Sale Agreement Dated December 30, 1999 between Swift Transportation Corporation and Swift Receivables Corporation	Incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999
	10	.21.2	First Amendment to Amended and Restated Receivables Sale Agreement, dated August 21, 2006, between Swift Receivables Corporation, Swift Transportation Corporation, ABN AMRO Bank N.V., and SunTrust Capital Markets	Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form-Q for the quarter ended September 30, 2006
	10	.21.3	Second Amendment to Amended and Restated Receivables Agreement, dated December 20, 2006, between Swift Receivables Corporation, Swift Transportation Corporation, ABN AMRO Bank N.V., and SunTrust Capital Markets	Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated December 20, 2006
	10	.22	Swift Transportation Co., Inc. $100,000,000 3.73% Senior Guaranteed Notes, Series A, Due June 27, 2008 And $100,000,000 4.33% Senior Guaranteed Notes, Series B, Due June 27, 2010 Note Purchase Agreement Dated as of June 27, 2003	Incorporated by reference to Exhibit 10.22 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
	10	.22.1	First Amendment Dated July 8, 2004 to Swift Transportation Co., Inc. $100,000,000 3.73% Senior Guaranteed Notes, Series A, Due June 27, 2008, and $100,000,000 4.33% Senior Guaranteed Notes, Series B, Due June 27, 2010 Note Purchase Agreement Dated as of June 27, 2003	Incorporated by reference to Exhibit 10.24 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
	10	.23	Operating Agreement of Transplace.com, LLC	Incorporated by reference to Exhibit 10.19 of the 2000 First Quarter Form 10-Q
	10	.24	Initial Subscription Agreement of Transplace.com, LLC	Incorporated by reference to Exhibit 10.20 of the 2000 First Quarter Form 10-Q
	14		Code of Ethics	Incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003

Exhibit				Page or
Number			Description	Method of Filing
	21		Subsidiaries of Registrant	Filed herewith
	23		Consent of KPMG LLP	Filed herewith
	31	.1	Rule 13a-14(a)/15d-14(a) Certificate of Robert W. Cunningham, Chief Executive Officer and President	Filed herewith
	31	.2	Rule 13a-14(a)/15d-14(a) Certificate of Glynis A. Bryan, Chief Financial Officer	Filed herewith
	32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — Robert W. Cunningham and Glynis A. Bryan	Furnished herewith

EX-21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

1.	Swift Transportation Co., Inc., an Arizona corporation
2.	Swift Leasing Co., Inc., an Arizona corporation
3.	Common Market Distributing Co., Inc., an Arizona corporation
4.	Sparks Finance Co., Inc., a Nevada corporation
5.	Cooper Motor Lines, Inc., a South Carolina corporation
6.	Common Market Equipment Co., Inc., an Arizona corporation
7.	Swift Transportation Co. of Virginia, Inc., a Virginia corporation
8.	Swift Logistics Co., Inc., an Arizona corporation
9.	Swift Transportation Corporation, a Nevada corporation
10.	Swift Receivables Corporation, a Delaware corporation
11.	M.S. Carriers, Inc., a Tennessee corporation
12.	M.S. Carriers Warehousing & Distribution, Inc., a Tennessee corporation
13.	M.S. Carriers Logistics de Mexico, S.A. de C.V., a Mexico corporation
14	Swift Transportation of Puerto Rico, Inc., a Puerto Rico corporation
15.	TransMex, Inc. S.A. de C.V., a Mexico corporation
16.	Mohave Transportation Captive Insurance Company, an Arizona corporation
17.	Swift Intermodal Ltd., a Nevada corporation
18.	Swift International S.A. de C.V.
19.	TMX Administracion S.A. de C.V.

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EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Swift Transportation Co., Inc:

We consent to the incorporation by reference in Registration Statement Nos. 333-114257, 333-16865, 333-20651 and 333-66034 on Form S-3 of Swift Transportation Co., Inc. and to the incorporation by reference in Registration Statement Nos. 333-117728, 333-117727, 333-98581, 333-85940, 333-53566, 333-31067, 333-64910, 333-66770 and 333-81403 on Form S-8 of Swift Transportation Co., Inc. of our reports dated February 28, 2007, with respect to the consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting as of December 31, 2006, which reports appear in the December 31, 2006, annual report on Form 10-K of Swift Transportation Co., Inc.

As discussed in Note 1 to the consolidated financial statement, the Company adopted Statement of Financial Accounting Standard No. 123(R), “Share-Based Payment.” using the modified prospective method.

As discussed in Note 1 to the consolidated financial statement, the Company changed its method of quantifying errors in 2006.

/s/ KPMG LLP  

KPMG LLP 

Phoenix, Arizona
February 28, 2007

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EX-31.1

\

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Robert W. Cunningham, certify that:

1. I have reviewed this annual report on Form 10-K of Swift Transportation Co., Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13A-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2007

/s/ Robert W. Cunningham  

Robert W. Cunningham 

Chief Executive Officer and President
(Principal Executive Officer) 

74

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Glynis A. Bryan, certify that:

1. I have reviewed this annual report on Form 10-K of Swift Transportation Co., Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13A-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2007

/s/ Glynis A. Bryan  

Glynis A. Bryan 

Chief Financial Officer
(Principal Financial Officer) 

75

EX-32

Exhibit 32

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 905 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Swift Transportation Co., Inc. (the “Company”) for the period ended December 31, 2006 as filed on Form 10-K with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his or her knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 28, 2007

/s/ Robert W. Cunningham  

Robert W. Cunningham 

Chief Executive Officer and President
(Principal Executive Officer) 

/s/ Glynis A. Bryan  

Glynis A. Bryan 

Chief Financial Officer
(Principal Financial Officer) 

This certification is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Registrant as part of the Annual Report in Form 1

76