##### Table of Contents



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 1934For the fiscal year ended
    December 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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   þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 



TABLE OF
    CONTENTS
  PagePART IItem 1.


Business

2Item 1A.


Risk
    Factors

8Item 1B.


Unresolved Staff
    Comments

11Item 2.


Properties

11Item 3.


Legal
    Proceedings

13Item 4.


Submission of
    Matters to a Vote of Security Holders

13PART IIItem 5.


Market for the
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities

14Item 6.


Selected Financial
    Data

15Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations

16Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk

32Item 8.


Financial
    Statements and Supplementary Data

32Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure

61Item 9A.


Controls and
    Procedures

61Item 9B.


Other
    Information

62PART IIIItem 10.


Directors and
    Executive Officers of the Registrant

63Item 11.


Executive
    Compensation

63Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters

63Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence

63Item 14.


Principal
    Accounting Fees and Services

63PART IVItem 15.


Exhibits and
    Financial Statement Schedules

63SIGNATURES

68EX-21EX-23EX-31.1EX-31.2EX-32   1




---



##### Table of Contents



PART I  Item 1.
    Business    OPERATIONS
    short-to-medium-haul
  
    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    pick-up and/or pick-up
   2




---



##### Table of Contents



on-site and/or
    MARKETING
    AND CUSTOMERS
        % of Total RevenueGenerated by Group ofCustomersCustomers

2006


2005


2004Top 5


31
%


31
%


32
%Top 10


41
%


40
%


42
%Top 25


58
%


56
%


58
%     REVENUE
    EQUIPMENT
   3




---



##### Table of Contents



Model Year

Tractors(1)


Trailers2007


2,641



402006


2,394



5,4022005


3,678



1,5942004


3,057



1,1122003


1,863



3,1592002


544



2,0922001


269



5,2282000 and prior


531



31,386Total


14,977



50,013     (1)
    
    Excludes 2,950 owner-operator tractors.  out-of-route
        TRANSPLACE
     4




---



##### Table of Contents



EMPLOYEES
  Terminal
    Staff
    Company
    Drivers
    on-the-road
     5




---



##### Table of Contents



Driver
    Retention
    Year-end
    Employment
    OWNER-OPERATORS
    SAFETY
    AND INSURANCE
          FUEL
   6




---



##### Table of Contents



COMPETITION
    REGULATION
        SEASONALITY
   7




---



##### Table of Contents



INTERNET
    WEB SITE
  Form 10-K, Form 10-Q
  Item 1A.
    Risk
    Factors    The
    trading price for our common stock is close to the acquisition
    price per share proposed by Mr. Jerry Moyes.
    Insuring
    risk through our wholly-owned captive insurance company could
    adversely impact our operations.
    Our
    wholly-owned captive insurance company is subject to substantial
    government regulation.
    Our
    owner-operator fuel surcharge reimbursement program could
    adversely impact our operating results.
   8




---



##### Table of Contents



Our
    Stockholder Protection Rights Agreement could have an adverse
    impact on the trading price of the Companys common
    stock
    Our
    operating results fluctuate and may be materially adversely
    affected by economic conditions and business factors unique to
    the trucking industry.
    We may
    experience substantial difficulty in attracting and retaining
    qualified drivers, including owner-operators.
    Our
    operations are particularly sensitive to volatility in fuel
    prices.
    The
    trucking industry is extremely competitive and
    fragmented.
   9




---



##### Table of Contents



The
    trucking industry is very capital intensive.
    We are
    dependent on certain personnel that are key to the management of
    our business and operations.
    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.
        Hours-of-Service
   10




---



##### Table of Contents



pick-ups
  Volatility
    in the used equipment sales market could adversely affect our
    operations.
    We
    currently self-insure for certain liabilities which subjects us
    to various risks, some of which are beyond our
    control.
    We
    depend on key customers, the loss of which may have a material
    adverse effect on our operations and
    profitability.
    We
    depend on third parties, particularly in our expanding
    intermodal and brokerage businesses.      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties   11




---



##### Table of Contents



Location

Owned or Leased

DescriptionWestern RegionArizona  Phoenix

Owned/Leased

Customer Service, Marketing, Fuel,
    Repair, Driver Training SchoolCalifornia  Fontana

Owned/Leased

Customer Service, Marketing, Fuel,
    RepairCalifornia  Lathrop

Owned

Customer Service, Marketing, Fuel,
    RepairCalifornia  Wilmington

Owned

Customer Service, Fuel, RepairColorado  Denver

Owned

Customer Service, Marketing, Fuel,
    RepairIdaho  Lewiston

Owned/Leased

Customer Service, Marketing, Fuel,
    Repair, Driver Training SchoolNevada  Sparks

Owned

Customer Service, Fuel, RepairNew Mexico  Albuquerque

Owned

Customer Service, Fuel, RepairOregon  Troutdale

Owned

Customer Service, Marketing, Fuel,
    Repair, Driver Training SchoolTexas  El Paso

Owned

Customer Service, Marketing, Fuel,
    RepairUtah  Salt Lake City

Owned

Customer Service, Marketing, Fuel,
    RepairWashington  Sumner

Owned

Customer Service, Marketing, Fuel,
    RepairCentral RegionIllinois  Manteno

Owned

Customer Service, Fuel, RepairIndiana  Gary

Owned

Customer Service, Fuel, RepairKansas  Edwardsville

Owned

Customer Service, Marketing, Fuel,
    RepairMichigan- New Boston

Owned

Customer Service, Marketing, Fuel,
    RepairMinnesota  Inver Grove
    Heights

Owned

Customer Service, Marketing, RepairMissouri  Kansas City

Leased

Driver Training SchoolOhio  Columbus

Owned

Customer Service, Marketing, Fuel,
    RepairOklahoma  Oklahoma City

Owned

Customer Service, Marketing, Fuel,
    RepairTennessee  Memphis

Owned

Customer Service, Marketing, Fuel,
    RepairTennessee  Millington

Leased

Driver Training SchoolTexas  Houston

Owned

Customer Service, RepairTexas  Lancaster

Owned

Customer Service, Marketing, Fuel,
    RepairTexas  Laredo

Owned

Customer Service, Marketing, Fuel,
    RepairTexas  San Antonio

Leased

Driver Training School, Customer
    ServiceWisconsin  Town of
    Menasha

Owned

Customer Service, Marketing, Fuel,
    RepairEastern RegionFlorida  Ocala

Owned

Customer Service, Marketing, Fuel,
    RepairGeorgia  Decatur

Owned

Customer Service, Marketing, Fuel,
    RepairNew Jersey  Avenel

Owned

Customer ServiceNew York  Syracuse

Owned

Customer Service, Marketing, Fuel,
    RepairNorth Carolina  Eden

Owned

Customer Service, Fuel, RepairPennsylvania  Jonestown

Owned

Customer Service, Fuel, Repair 12




---



##### Table of Contents



Location

Owned or Leased

DescriptionSouth Carolina  Greer

Owned

Customer Service, Marketing, Fuel,
    RepairVirginia  Richmond

Owned

Customer Service, Marketing, Fuel,
    Repair, Driver Training SchoolMexicoTamaulipas  Nuevo Laredo

Owned

Customer Service, Marketing, Fuel,
    Repair     Item 3.
    Legal
    Proceedings    Pfeiffer v.
    Swift Transportation Co., Inc. et al. No. CV2006-017074 Molinari v. Swift Transportation Co., Inc.,
    et al Hendrix v. Swift Transportation Company Inc.
    et al
    Weller v. Swift Transportation Co., Inc.,
    et al McDonald v. Swift Transportation
    Co., Inc. et al Rivera v. Eller et al
    Item 4.
    Submission
    of Matters to a Vote of Security Holders   13




---



##### Table of Contents



PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    Common StockHigh


Low2006First Quarter

$
25.56


$
19.65Second Quarter


32.95



21.84Third Quarter


33.66



22.21Fourth Quarter


30.10



22.902005First Quarter

$
26.19


$
18.88Second Quarter


25.95



20.36Third Quarter


24.64



16.25Fourth Quarter


21.24



16.55       Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
  rules 10b5-1 10b-18,
 14




---



##### Table of Contents



Maximum Numberof Shares (orTotal Number of


Approximate DollarShares Purchase as


Value of Shares)Part of Publicly


that May Yet BeTotal Number of


Average Price


Announced Plans


Purchased Under thePeriod

Shares Purchased


Paid per Share


or Programs


Plans or ProgramsOctober 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
    Possible Failure of Merger.
  Influence by Principal Stockholder.
  Possible Volatility of Stock Price.
  Item 6.
    Selected
    Financial Data   15




---



##### Table of Contents



Form 10-K. 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


$
2,101,472Earnings before income taxes

$
221,274


$
164,350


$
159,949


$
127,982


$
96,108Net earnings

$
141,055


$
101,127


$
103,482


$
79,371


$
59,588Diluted earnings per share

$
1.86


$
1.37


$
1.29


$
.94


$
.69Consolidated 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


$
1,654,482Long-term obligations, less
    current portion

$
200,000


$
364,000


$
366,787


$
257,894


$
183,470Stockholders equity

$
1,014,223


$
870,044


$
738,269


$
844,615


$
765,778Operating 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


$
1.41Deadhead percentage


12.2
%


12.1
%


12.8
%


13.8
%


14.1
%Average length of haul (in miles)


522



534



520



529



552Total tractors at end of period:Company-operated


14,977



14,465



14,898



14,344



12,939Owner-operator


2,950



3,466



3,647



3,692



3,152Trailers 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    OVERVIEW
   16




---



##### Table of Contents



short-to-medium-haul
    
    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.    Acquisition
    by Jerry Moyes
    Sale of
    Autohaul Business and Assets
    Accounting
    Standards Not Yet Adopted
   17




---



##### Table of Contents



Fair Value Measurements.
  Accounting for Uncertainty in
    Income Taxes Accounting for
    Income Taxes.
  CRITICAL
    ACCOUNTING POLICIES
  Claims
    Accruals
    Goodwill
    and Intangible Assets
  and/or
   18




---



##### Table of Contents



Revenue
    Recognition
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements EITF 91-9. EITF 91-9.
  RESULTS
    OF OPERATIONS FOR 2006, 2005 AND 2004 SUMMARY
    2006


2005


2004Operating revenue


100.0
%


100.0
%


100.0
%Operating expenses:Salaries, wages and employee
    benefits


28.3



31.5



34.4Operating supplies and expenses


8.5



9.0



9.7Fuel


19.9



19.1



15.8Purchased transportation


18.5



18.2



17.7Rental expense


1.6



1.8



2.8Insurance and claims


4.8



4.9



3.4Depreciation, amortization and
    impairments


7.9



6.4



6.5(Gain) loss on disposal of
    property and equipment










.1Communications and utilities


.9



1.0



1.0Operating taxes and licenses


1.9



2.2



2.2Total operating expenses


92.3



94.1



93.6Operating income


7.7



5.9



6.4Net interest expense


.7



.8



.6Other (income) expense, net






(.1
)


.1Earnings before income taxes


7.0



5.2



5.7Income taxes


2.5



2.0



2.0Net earnings


4.5
%


3.2
%


3.7
%    19




---



##### Table of Contents



REVENUE
    Years Ended December 31,2006


2005


2004($ thousands)Trucking revenue

$
2,585,590


$
2,722,648


$
2,564,712Fuel surcharge revenue


462,529



391,942



189,725Other revenue


124,671



82,865



71,764Total operating revenue

$
3,172,790


$
3,197,455


$
2,826,201   Trucking
    Revenue
  pick-up pick-up
  Years Ended December 31,2006


2005


2004Loaded miles per tractor per week


1,845



1,907



1,867Deadhead percentage


12.2
%


12.1
%


12.8
%Revenue per loaded mile excluding
    fuel surcharge revenue

$
1.6363


$
1.5794


$
1.5235Average tractors available for
    dispatch


16,466



17,383



17,337    20




---



##### Table of Contents



Fuel
    Surcharge Revenue
  out-of-route
    Other
    Revenue
      Major
    Customers
    Revenue
    and Expense Comparisons
   21




---



##### Table of Contents



and/or
  Years Ended December 31,2006


2005


2004($ thousands)Total revenue

$
3,172,790


$
3,197,455


$
2,826,201Less: 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
%   18-24 months,
     22




---



##### Table of Contents



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
%       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          23




---



##### Table of Contents



Years Ended December 31,2006


2005


2004($ thousands)Total fuel surcharge revenue

$
462,529


$
391,942


$
189,725Less: Fuel surcharge revenue
    reimbursed to owner-operators and other third parties


108,018



91,972



42,594Company fuel surcharge revenue

$
354,511


$
299,970


$
147,131Total fuel expense

$
632,824


$
610,919


$
446,752Less: Company fuel surcharge
    revenue


354,511



299,970



147,131Net fuel expense

$
278,313


$
310,949


$
299,621% of revenue excluding fuel
    surcharge revenue


10.3
%


11.1
%


11.4
%   out-of-route
  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



42,594Purchased transportation excluding
    fuel surcharge reimbursement

$
478,234


$
491,408


$
457,196% of revenue excluding fuel
    surcharge revenue


17.6
%


17.5
%


17.3
%      24




---



##### Table of Contents



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
%           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
%  25




---



##### Table of Contents



As of December 31,2006


2005


2004Tractors:CompanyOwned


11,674



11,882



11,046Leased


3,303



2,583



3,852Total company tractors


14,977



14,465



14,898Owner-operator tractors


2,950



3,466



3,647Total tractors


17,927



17,931



18,545Trailers


50,013



51,997



51,773Containers


5,047



2,296



         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
)  26




---



##### Table of Contents



OTHER
    EXPENSES
  Interest
    Expense
    Years Ended December 31,2006


2005


2004($ thousands)Interest expense

$
25,736


$
26,632


$
18,931Decrease in fair market value of
    derivative agreements


1,134



3,314



2,631Interest expense, net of
    derivative agreements

$
26,870


$
29,946


$
21,562       Other
    (Income) Expense
    Income
    Taxes
    LIQUIDITY
    AND CAPITAL RESOURCES
  Cash
    Flow
    Years Ended December 31,2006


2005


2004($ thousands)Net cash provided by operating
    activities

$
365,430


$
362,548


$
364,546Net 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
)    27




---



##### Table of Contents



Years Ended December 31,2006


2005


2004($ thousands)Revenue equipment:Tractors

$
176,956


$
326,726


$
326,351Trailers


29,620



167,139



41,264Facilities


12,511



44,243



50,444Other


579



6,542



11,162Total Capital Expenditures

$
219,666


$
544,650


$
429,221Less: Proceeds from Sales of
    Equipment


(80,450
)


(157,870
)


(105,415
)Net Capital Expenditures

$
139,216


$
386,780


$
323,806        28




---



##### Table of Contents



Working
    Capital
    Credit
    Facilities
      Capital
    Commitments and Expenditures
         29




---



##### Table of Contents



OFF-BALANCE
    SHEET ARRANGEMENTS
    CONTRACTUAL
    OBLIGATIONS
    Payments due by period(2)(3)Less Than 1








More Than 5Total


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



11,065Purchase Obligations


8,510



8,510Other Long-Term Obligations:Fair value of interest rate swaps


785



108



677Total 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
    SEASONALITY
   30




---



##### Table of Contents



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




---



##### Table of Contents



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    Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K.
 32




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
                
 33




---



##### Table of Contents



SWIFT
    TRANSPORTATION CO., INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 December 31,2006


2005(In thousands, exceptshare data)ASSETSCurrent assets:Cash and cash equivalents

$
47,858


$
13,098Accounts receivable, net


308,018



329,336Equipment sales receivables


2,422



6,127Inventories and supplies


11,621



12,948Prepaid taxes, licenses and
    insurance


37,865



40,495Assets held for sale


35,377



29,791Deferred income taxes


43,695



22,319Total current assets


486,856



454,114Property and equipment, at cost:Revenue and service equipment


1,846,618



1,869,832Land


85,883



90,235Facilities and improvements


303,282



302,680Furniture and office equipment


85,544



81,504Total property and equipment


2,321,327



2,344,251Less accumulated depreciation and
    amortization


807,735



713,782Net property and equipment


1,513,592



1,630,469Notes receivable, less current
    portion


2,752



22,259Other assets


16,037



17,228Customer relationship intangibles,
    net


35,223



38,272Goodwill


56,188



56,188Total assets

$
2,110,648


$
2,218,530LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
100,424


$
108,027Accrued liabilities


63,360



74,720Current portion of claims accruals


139,112



116,823Current portion of obligations
    under capital leases






1,786Fair value of guarantees


674



1,360Securitization of accounts
    receivable


180,000



245,000Total current liabilities


483,570



547,716Borrowings under revolving credit
    agreement






164,000Senior notes


200,000



200,000Claims accruals, less current
    portion


108,606



135,458Deferred income taxes


303,464



299,393Fair value of interest rate swaps


785



1,919Total liabilities


1,096,425



1,348,486Commitments and contingenciesStockholders 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



97Additional paid-in capital


482,050



403,868Retained earnings


992,885



867,460Treasury 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



870,044Total liabilities and
    stockholders equity

$
2,110,648


$
2,218,530    34




---



##### Table of Contents



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


$
2,826,201Operating expenses:Salaries, wages and employee
    benefits


899,286



1,008,833



971,683Operating supplies and expenses


268,658



286,261



274,088Fuel


632,824



610,919



446,752Purchased transportation


586,252



583,380



499,790Rental expense


50,937



57,669



78,054Insurance and claims


153,728



156,525



94,850Depreciation, amortization and
    impairments


249,971



206,154



184,608(Gain) loss on disposal of
    property and equipment


(186
)


(942
)


2,577Communication and utilities


28,579



30,920



30,366Operating taxes and licenses


59,010



69,676



62,866Total operating expenses


2,929,059



3,009,395



2,645,634Operating income


243,731



188,060



180,567Other (income) expenses:Interest expense


25,736



26,632



18,931Interest income


(2,007
)


(1,713
)


(908
)Other


(1,272
)


(1,209
)


2,595Other (income) expenses, net


22,457



23,710



20,618Earnings before income taxes


221,274



164,350



159,949Income taxes


80,219



63,223



56,467Net earnings

$
141,055


$
101,127


$
103,482Basic earnings per share

$
1.89


$
1.39


$
1.30Diluted earnings per share

$
1.86


$
1.37


$
1.29    35




---



##### Table of Contents



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


$
103,482Other comprehensive income (loss):Foreign currency translation


(39
)


(139
)


16Reclassification 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



90Comprehensive income

$
141,114


$
101,082


$
103,588    36




---



##### Table of Contents



SWIFT
    TRANSPORTATION CO., INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedAdditional








Other


TotalCommon 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
)

$
844,615Issuance of common stock under
    stock option and employee stock purchase plans


1,145,720



1



14,680















14,681Income tax benefit arising from the
    exercise of stock options










2,403















2,403Amortization of deferred
    compensation










5,381















5,381Purchase of 14,132,249 shares
    of treasury stock


















(252,561
)






(252,561
)Purchase of remaining 51% of
    Trans-Mex


942,155



1



20,161















20,162Accumulated other comprehensive loss






















90



90Foreign currency translation
    adjustment






















16



16Net earnings














103,482











103,482Balances, December 31, 2004


93,467,651



93



333,720



766,333



(361,321
)


(556
)


738,269Issuance of common stock under
    stock option and employee stock purchase plans


3,730,903



4



53,093















53,097Income tax benefit arising from the
    exercise of stock options










3,062















3,062Amortization of deferred
    compensation










13,993















13,993Purchase of 1,988,181 shares
    of treasury stock


















(39,459
)






(39,459
)Accumulated other comprehensive loss






















94



94Foreign currency translation
    adjustment






















(139
)


(139
)Net earnings














101,127











101,127Balances, December 31, 2005


97,198,554



97



403,868



867,460



(400,780
)


(601
)


870,044Cumulative 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















64,133Income tax benefit arising from the
    exercise of stock options










10,426















10,426Amortization of deferred
    compensation










3,627















3,627Purchase of shares of 2,217,852
    treasury stock


















(59,491
)






(59,491
)Accumulated other comprehensive loss






















98



98Foreign currency translation
    adjustment






















(39
)


(39
)Net earnings














141,055











141,055Balances, December 31, 2006


100,864,952


$
101


$
482,050


$
992,885


$
(460,271
)

$
(542
)

$
1,014,223    37




---



##### Table of Contents



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


$
103,482Adjustments to reconcile net
    earnings to net cash provided by operating activities:Depreciation, amortization and
    impairments


232,330



199,680



175,854Deferred income taxes


(17,305
)


3,702



21,554Income tax benefit arising from the
    exercise of stock options






3,062



2,403Provision for losses on accounts
    receivable


6,808



7,130



7,316Cumulative effect of adjustments
    from the adoption of SAB No. 108, net of taxes


(15,630
)






Equity losses of Transplace


2,167



3,671



2,898Amortization of deferred
    compensation


3,627



13,993



5,381Change in market value of interest
    rate swaps


(1,134
)


(3,314
)


(2,630
)(Gain) loss on sale of revenue
    equipment


(185
)


(942
)


2,577Gain 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



9,226Amortization of deferred legal fees










8,416Increase (decrease) in cash
    resulting from changes in:Accounts receivable


13,155



(5,163
)


(43,990
)Inventories and supplies


1,327



(240
)


4,601Prepaid 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



72,103Net cash provided by operating
    activities


365,430



362,548



364,546Cash flows from investing
    activities:Proceeds from sale of autohaul
    assets






28,500



Proceeds from sale of property and
    equipment


80,450



129,370



105,415Capital expenditures


(219,666
)


(544,650
)


(429,221
)Proceeds from sale of assets held
    for sale


18,547



8,641



9,602Proceeds from loans to investment
    entities


340







Loans to investment entities






(6,331
)


Payments received on equipment
    sales receivables


6,126



4,463



6,208Payment 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










165,000Repayments 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



98,000Proceeds from sale of common stock


63,754



53,097



14,517Accumulated other comprehensive loss


98



94



90Purchase 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
)


16Net increase (decrease) in cash


34,760



(15,147
)


9,190Cash at beginning of year


13,098



28,245



19,055Cash at end of year

$
47,858


$
13,098


$
28,245Supplemental disclosure of cash
    flow information:Cash paid during the year for:Interest

$
26,818


$
29,144


$
21,337Income taxes

$
98,099


$
68,157


$
3,188Supplemental schedule of noncash
    investing and financing activities:Equipment sales receivables

$
2,421


$
6,127


$
4,674Equipment 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

$



$



$
20,162Accrual of additional Merit
    acquisition cost

$



$



$
5,000    38




---



##### Table of Contents



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
    Principles
    of Consolidation
        Cumulative
    Effect Adjustments
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements.
  EITF 91-9.Historically, EITF 91-9 EITF 91-9 EITF 91-9 EITF 91-9
   39




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      RevenueRecognition


Accrued Vacation


TotalRetained Earnings

$
(10,227
)

$
(5,403
)

$
(15,630
)Accounts Receivable


(22,712
)






(22,712
)Accrued Liabilities


(6,094
)


8,645



2,551Deferred Income Tax Asset






3,242



3,242Current Taxes Payable


(6,391
)






(6,391
)   Cash
    and Cash Equivalents
      Inventories
    and Supplies
  first-in,
  Property
    and Equipment
       40




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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
)     Goodwill
    Revenue
    Recognition
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements EITF 91-9. EITF 91-9.
  Stock
    Compensation Plans
     41




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       2005


2004Net earnings (in thousands)

As Reported

$
101,127


$
103,482Add: Compensation expense,
    using
    intrinsic method, net of tax


8,606



3,444Deduct: Compensation expense,
    using fair value method, net of tax


(54,668
)


(9,638
)Pro forma

$
55,065


$
97,288Basic earnings per share

As Reported

$
1.39


$
1.30Pro forma

$
.76


$
1.23Diluted earnings per share

As Reported

$
1.37


$
1.29Pro forma

$
.75


$
1.22     Income
    Taxes
   42




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Use of
    Estimates
    Recent
    Accounting Pronouncements
  Fair Value
    Measurements
  Accounting for Uncertainty in
    Income Taxes Accounting for Income
    Taxes.
  (2)  Accounts
    Receivable
    December 31,2006


2005(In thousands)Trade customers

$
290,985


$
331,884Equipment manufacturers


7,092



3,385Tax receivable


21,788



3,002Other


5,458



5,417325,323



343,688Less allowance for doubtful
    accounts


17,305



14,352$
308,018


$
329,336  43




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years ended December 31,2006


2005


2004(In thousands)Beginning balance

$
14,352


$
12,940


$
7,983Additions


6,808



7,130



7,316Recoveries


412



227



33Write-offs


(4,267
)


(5,945
)


(2,392
)Ending balance

$
17,305


$
14,352


$
12,940   (3)  Assets
    Held For Sale
    December 31,2006


2005(In thousands)Land and facilities

$
7,511


$
2,553Revenue equipment


27,866



27,238Assets held for sale

$
35,377


$
29,791         (4)  Equity
    Investment  Transplace
     44




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (5)  Notes Receivable
        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


$
2,841Notes 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






635Note receivable from Transportes
    EASO, payable on demand


2,418



2,4182,752



22,894Less current portion






(635
)Notes receivable, less current
    portion

$
2,752


$
22,259  45




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (6)
    Accrued
    Liabilities    December 31,2006


2005(In thousands)Employee compensation

$
37,980


$
42,628Fuel and mileage taxes


2,224



2,592Income taxes payable


2,973



5,763Other


20,183



23,737$
63,360


$
74,720   (7)
    Claims
    Accruals      (8)
    Accounts
    Receivable Securitization      (9)
    Fair
    Value of Operating Lease Guarantees   46




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (10)
    Borrowings
    Under Revolving Credit Agreement          (11)
    Obligations
    Under Capital Leases      December 31,2006


2005(In thousands)2006

$



$
1,815Total minimum lease payments






1,815Less: Amount representing interest






29Present value of minimum lease
    payments






1,786Less current portion






1,786Obligations under capital leases,
    less current portion

$



$
   (12)
    Senior
    Notes   47




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (13)
    Derivative
    Financial Instruments      (14)
    Commitments  Operating
    Leases
    RevenueYears Ending December 31,

Equipment


Facilities


Total(In thousands)2007

$
41,912


$
989


$
42,9012008


15,450



491



15,9412009


12,064



238



12,3022010


10,993



37



11,0302011


27



8



35Total minimum lease payments

$
80,446


$
1,763


$
82,209     Purchase
    Commitments
      Guarantees
   48




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (15)
    Contingencies    (16)
    Stockholders
    Equity  Treasury
    Stock
    rules 10b5-1 10b-18,
  Stock
    Option Plans
   49




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006


2005


2004Weighted-





Weighted-





Weighted-Average





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOutstanding at beginning of year


6,467,398


$
18.05



8,942,348


$
15.57



8,298,723


$
14.50GrantedAt market value


575,400


$
23.53



1,929,995


$
22.24



2,008,537


$
18.17Below market value


















481,785


$
13.84Exercised


(3,425,553
)

$
17.15



(3,433,909
)

$
14.12



(785,339
)

$
11.72Forfeited


(194,859
)

$
19.85



(971,036
)

$
17.61



(1,061,358
)

$
14.34Outstanding at end of year


3,422,386


$
19.78



6,467,398


$
18.05



8,942,348


$
15.57Options exercisable at year-end


2,160,154







5,561,360







1,504,780     Options Outstanding


Options ExercisableWeightedAverage


Weighted





WeightedRemaining


Average





AverageNumber


Contractual


Exercise


Number


ExerciseRange 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


$
24.063,422,386



5.69


$
19.78



2,160,154


$
19.55      50




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004Dividend 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     Employee
    Stock Purchase Plan
  beginning-of-period end-of-period
      2006


2005


2004Dividend yield


0
%


0
%


0
%Expected volatility


34
%


45
%


45
%Risk free interest rate


4.85
%


2.50
%


2.55
%     Performance
    Share Awards
   51




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stockholders
    Protection Rights Agreement
    (17)  Income
    Taxes
    Years Ended December 31,2006


2005


2004(In thousands)Current expense:Federal

$
91,006


$
53,935


$
32,720State


7,761



5,129



2,192Foreign


(1,243
)


45797,524



59,521



34,912Deferred expense (benefit):Federal


(20,034
)


2,027



24,086State


999



1,012



(4,562
)Foreign


1,730



663



2,031(17,305
)


3,702



21,555$
80,219


$
63,223


$
56,467  52




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2006


2005


2004(In thousands)Computed expected tax
    expense

$
77,446


$
57,522


$
55,982Increase (decrease) in income
    taxes resulting from:State income taxes, net of federal
    income tax benefit


5,452



3,992



3,209Per diem allowances


1,888



2,793



1,676State 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     December 31,2006


2005(In thousands)Deferred tax assets:Claims accruals

$
85,287


$
94,609Allowance for doubtful accounts


6,425



4,007Accrued liabilities


1,179



1,485Derivative financial instruments


297



723Equity investments


5,464



4,580Amortization of discount on stock
    options


1,980



3,363Other


7,821



3,595Total deferred tax assets


108,453



112,362Valuation allowances


(1,616
)


Total deferred tax assets, net


106,837



112,362Deferred 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




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2006


2005(In thousands)Current deferred tax asset

$
43,695


$
22,319Noncurrent deferred tax liability


(303,464
)


(299,393
)Net deferred tax liability

$
(259,769
)

$
(277,074
)       (18)  Earnings
    Per Share
    Year Ending December 31,2006


2005


2004(In thousands, exceptper share amounts)Net earnings

$
141,055


$
101,127


$
103,482Weighted average shares:Common shares outstanding for
    basic earnings per share


74,584



72,540



79,306Equivalent shares issuable upon
    exercise of stock options


1,257



1,283



870Diluted shares


75,841



73,823



80,176Basic earnings per share

$
1.89


$
1.39


$
1.30Diluted earnings per share

$
1.86


$
1.37


$
1.29     (19)  Accumulated
    Other Comprehensive Loss
    (20)  Settlement
    of Litigation
   54




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (21)  Employee
    Benefit Plans
      (22)  Key
    Customer
    (23)  Related
    Party Transactions
    mark-up
 55




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 56




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            (24)
    Fair
    Value of Financial Instruments      Accounts
    Receivable and Payable
    Obligations
    Under Capital Leases, Borrowings Under Revolving Credit
    Agreement and Accounts Receivable Securitization
    Senior
    Notes
   57




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (25)
    Customer
    Relationship Intangible Asset    As of December 31,2006


2005(In thousands)Customer relationship intangible
    asset:Gross carrying amount

$
45,726


$
45,726Accumulated amortization


(10,503
)


(7,454
)$
35,223


$
38,272     (26)
    Sale of
    Autohaul Assets and Business    Accounting for the
    Impairment or Disposal of Long-Lived Assets
    (27)
    Quarterly
    Results of Operations (Unaudited)  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Year Ended December 31,
    2006Operating revenue

$
762,596


$
811,208


$
816,150


$
782,836Operating income


67,154



78,930



64,330



33,316Net earnings


37,854



44,807



34,982



23,411Basic earnings per share


.51



.60



.47



.31Diluted earnings per share


.50



.59



.46



.31 58




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per share data)Year Ended December 31,
    2005Operating revenue

$
742,618


$
798,255


$
812,934


$
843,648Operating income


31,533



56,521



28,087



71,919Net earnings


19,447



29,781



12,632



39,267Basic earnings per share


.27



.41



.17



.54Diluted earnings per share


.26



.40



.17



.53   (28)
    Subsequent
    Event      Hart-Scott-Rodino
       59




---



##### Table of Contents



SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   60




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
    Form 10-K,
  Report of
    Independent Registered Public Accounting Firm
      61




---



##### Table of Contents



Item 9B.
    Other
    Information   62




---



##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant  Form 10-K.
  Form 10-K. Form 8-K www.swifttrans.com.
  Item 11.
    Executive
    Compensation  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K.
  Item 14.
    Principal
    Accounting Fees and Services  Form 10-K.
 PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules      Page orMethod 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         63




---



##### Table of Contents



Exhibit



Page orNumber

Description

Method of Filing2
.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, 20072
.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, 20072
.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, 20073
.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, 20023
.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, 20054
.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, 19924
.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, 20064
.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, 200710
.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-K10
.3

Employee Stock Purchase Plan, as
    amended through November 18, 1994*

Incorporated by reference to
    Exhibit 10.9 of the 1994
    Form 10-K10
.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.
    #33-5245410
.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




---



##### Table of Contents



Exhibit



Page orNumber

Description

Method of Filing10
.6

Non-Employee Directors Stock
    Option Plan*

Incorporated by reference to the
    Registrants Definitive Proxy Statement on Form DEF
    14A dated April 24, 200010
.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, 200510
.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, 200310
.9

2004 Executive Management
    Incentive Plan*

Incorporated by reference to
    Exhibit E of the Companys 2004 Proxy Statement10
.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, 200210
.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, 200410
.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, 200510
.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, 200510
.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, 200410
.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, 200410
.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, 200410
.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, 200510
.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, 200510
.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, 200610
.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




---



##### Table of Contents



Exhibit



Page orNumber

Description

Method of Filing10
.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, 200610
.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, 200510
.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, 200710
.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, 200510
.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, 199910
.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, 200610
.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, 200610
.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, 200310
.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, 200410
.23

Operating Agreement of
    Transplace.com, LLC

Incorporated by reference to
    Exhibit 10.19 of the 2000 First Quarter
    Form 10-Q 66




---



##### Table of Contents



Exhibit



Page orNumber

Description

Method of Filing10
.24

Initial Subscription Agreement of
    Transplace.com, LLC

Incorporated by reference to
    Exhibit 10.20 of the 2000 First Quarter
    Form 10-Q14


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, 200321


Subsidiaries of Registrant

Filed herewith23


Consent of KPMG LLP

Filed herewith31
.1

Rule 13a-14(a)/15d-14(a)
    Certificate of Robert W. Cunningham, Chief Executive Officer and
    President

Filed herewith31
.2

Rule 13a-14(a)/15d-14(a)
    Certificate of Glynis A. Bryan, Chief Financial Officer

Filed herewith32


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




---



##### Table of Contents



SIGNATURES  Form 10-K
  SWIFT TRANSPORTATION CO., INC.,
   By
    /s/  Robert
    W. Cunningham      Form 10-K
  Signature

Title

Date/s/  Jock
    PattonJock
    Patton

Chairman of the Board

February 28, 2007/s/  Robert
    W. CunninghamRobert
    W. Cunningham

Chief Executive Officer, President
    and Director (Principal Executive Officer)

February 28, 2007/s/  Glynis
    A. BryanGlynis
    A. Bryan

Executive Vice President
    and Chief Financial Officer
    (Principal Financial Officer)

February 28, 2007/s/  Samuel
    C. CowleySamuel
    C. Cowley

Executive Vice President,
    General Counsel, and Director

February 28, 2007/s/  Bryan
    R. SchumakerBryan
    R. Schumaker

Vice President, Corporate
    Controller
    (Principal Accounting Officer)

February 28, 2007/s/  Karl
    EllerKarl
    Eller

Director

February 28, 2007/s/  Alphonse
    E. FreiAlphonse
    E. Frei

Director

February 28, 2007/s/  David
    GoldmanDavid
    Goldman

Director

February 28, 2007/s/  Paul
    M. Mecray IIIPaul
    M. Mecray III

Director

February 28, 2007/s/  Jerry
    C. MoyesJerry
    C. Moyes

Director

February 28, 2007/s/  Karen
    E. RasmussenKaren
    E. Rasmussen

Director

February 28, 2007  68




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Page orNumber

Description

Method of Filing2
.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, 20072
.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, 20072
.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, 20073
.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, 20023
.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, 20054
.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, 19924
.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, 20064
.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, 200710
.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-K10
.3

Employee Stock Purchase Plan, as
    amended through November 18, 1994*

Incorporated by reference to
    Exhibit 10.9 of the 1994
    Form 10-K10
.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.
    #33-5245410
.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




---



##### Table of Contents



Exhibit



Page orNumber

Description

Method of Filing10
.6

Non-Employee Directors Stock
    Option Plan*

Incorporated by reference to the
    Registrants Definitive Proxy Statement on Form DEF
    14A dated April 24, 200010
.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, 200510
.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, 200310
.9

2004 Executive Management
    Incentive Plan*

Incorporated by reference to
    Exhibit E of the Companys 2004 Proxy Statement10
.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, 200210
.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, 200410
.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, 200510
.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, 200510
.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, 200410
.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, 200410
.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, 200410
.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, 200510
.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, 200510
.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, 200610
.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, 200610
.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




---



##### Table of Contents



Exhibit



Page orNumber

Description

Method of Filing10
.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, 200510
.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, 200710
.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, 200510
.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, 199910
.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, 200610
.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, 200610
.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, 200310
.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, 200410
.23

Operating Agreement of
    Transplace.com, LLC

Incorporated by reference to
    Exhibit 10.19 of the 2000 First Quarter
    Form 10-Q10
.24

Initial Subscription Agreement of
    Transplace.com, LLC

Incorporated by reference to
    Exhibit 10.20 of the 2000 First Quarter
    Form 10-Q14


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




---



##### Table of Contents



Exhibit



Page orNumber

Description

Method of Filing21


Subsidiaries of Registrant

Filed herewith23


Consent of KPMG LLP

Filed herewith31
.1

Rule 13a-14(a)/15d-14(a)
    Certificate of Robert W. Cunningham, Chief Executive Officer and
    President

Filed herewith31
.2

Rule 13a-14(a)/15d-14(a)
    Certificate of Glynis A. Bryan, Chief Financial Officer

Filed herewith32


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