SWIFT TRANSPORTATION CO INC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended September 30, 2003

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 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)		(I.R.S. Employer Identification No.)

2200 South 75th Avenue

Phoenix, AZ 85043

(602) 269-9700

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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 the filing requirements for at least the past 90 days. YES þ NO o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (November 10, 2003)

Common stock, $.001 par value: 83,612,771 shares


		Page
		Number

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002		3
	Condensed Consolidated Statements of Earnings (unaudited) for the Three and Nine Month Periods Ended September 30, 2003 and 2002		5
	Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Month Periods Ended September 30, 2003 and 2002		6
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the Nine Month Period Ended September 30, 2003		7
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Month Periods Ended September 30, 2003 and 2002		8
	Notes to Condensed Consolidated Financial Statements		10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		20
Item 4.	Controls and Procedures		20
PART II
OTHER INFORMATION
Items 1, 2, 3, 4 and 5.	Not applicable		21
Item 6.	Exhibits and Reports on Form 8-K		21

PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)


			September 30,		December 31,
			2003		2002

			(Unaudited)
Assets
Current assets:
	Cash		$	15,288	$	7,930
	Accounts receivable, net			285,579		272,545
	Equipment sales receivable			16,973		11,100
	Inventories and supplies			16,261		16,031
	Prepaid taxes, licenses and insurance			14,665		19,021
	Assets held for sale			4,872		8,274
	Deferred income taxes			13,236		2,262

		Total current assets		366,874		337,163

Property and equipment, at cost:
	Revenue and service equipment			1,545,811		1,476,183
	Land			48,594		47,855
	Facilities and improvements			271,407		213,421
	Furniture and office equipment			72,890		70,315

		Total property and equipment		1,938,702		1,807,774
	Less accumulated depreciation and amortization			620,424		548,937

		Net property and equipment		1,318,278		1,258,837

Investment in Transplace				3,288		4,282
Notes receivable from Trans-Mex				12,848		11,649
Deferred legal fees				10,535		16,892
Other assets				19,350		16,759
Customer relationship intangible				35,726
Goodwill				25,164		8,900

			$	1,792,063	$	1,654,482

See accompanying notes to condensed consolidated financial statements.

Continued

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)


			September 30,			December 31,
			2003			2002

			(Unaudited)
Liabilities and Stockholders’ Equity
Current liabilities:
	Accounts payable		$	78,600		$	53,192
	Accrued liabilities			66,827			52,161
	Current portion of claims accruals			80,229			83,188
	Current portion of long-term debt			3,466			3,389
	Current portion of obligations under capital leases			20,138			45,832
	Securitization of accounts receivable			82,000			169,000

		Total current liabilities		331,260			406,762

Borrowings under revolving credit agreement				70,000			136,400
Senior Notes				200,000
Long-term debt, less current portion				6,033			9,387
Obligations under capital leases				24,449			37,683
Claims accruals, less current portion				81,304			65,011
Deferred income taxes				261,033			223,514
Fair value of interest rate swaps				9,277			9,947
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; 91,023,021 and 90,182,273 shares issued at September 30, 2003 and December 31, 2002, respectively			91			90
	Additional paid-in capital			282,365			272,099
	Retained earnings			636,114			583,480
	Treasury stock, at cost (7,438,077 and 6,237,077 shares at September 30, 2003 and December 31, 2002, respectively)			(108,760	)		(89,891	)
	Accumulated other comprehensive loss			(1,103	)

		Total stockholders’ equity		808,707			765,778

Commitments and contingencies
			$	1,792,063		$	1,654,482

See accompanying notes to condensed consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Condensed Consolidated Statements of Earnings

(Unaudited)

(In thousands, except share data)



			Three Months Ended						Nine Months Ended
			September 30,						September 30,

			2003			2002			2003			2002

Operating revenue			$	623,875		$	536,955		$	1,760,087		$	1,541,330
Operating expenses:
	Salaries, wages and employee benefits			220,091			201,911			641,746			574,385
	Operating supplies and expenses			58,849			49,678			172,004			141,377
	Fuel			83,104			67,576			243,683			184,885
	Purchased transportation			110,428			91,457			301,765			264,532
	Rental expense			20,148			20,329			59,157			63,679
	Insurance and claims			28,507			17,280			76,548			56,374
	Depreciation and amortization			38,980			35,985			112,713			110,885
	Communication and utilities			7,459			6,938			21,196			20,675
	Operating taxes and licenses			14,157			12,200			36,076			37,419

		Total operating expenses		581,723			503,354			1,664,888			1,454,211

Operating income				42,152			33,601			95,199			87,119
Other (income) expenses:
	Interest expense			3,196			8,894			11,711			17,971
	Interest income			(198	)		(1,064	)		(494	)		(1,715	)
	Other			(502	)		(159	)		(922	)		811

		Other (income) expenses, net		2,496			7,671			10,295			17,067

Earnings before income taxes				39,656			25,930			84,904			70,052
Income taxes				15,080			9,590			32,270			26,620

Net earnings			$	24,576		$	16,340		$	52,634		$	43,432

Basic earnings per share			$	.29		$	.19		$	.63		$	.50

Diluted earnings per share			$	.29		$	.19		$	.62		$	.50

See accompanying notes to condensed consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)



		Three Months Ended				Nine Months Ended
		September 30,				September 30,

		2003		2002		2003			2002

Net earnings		$	24,576	$	16,340	$	52,634		$	43,432
Other comprehensive loss:
	Net loss on cash flow hedge, net of tax effect of $432						(706	)
	Reclassification of derivative loss on cash flow hedge into net earnings, net of tax effect of $13		22				22

Comprehensive income		$	24,598	$	16,340	$	51,950		$	43,432

See accompanying notes to condensed consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except share data)



	Common Stock				Additional							Other			Total
					Paid-in		Retained		Treasury			Comprehensive			Stockholders’
	Shares		Par Value		Capital		Earnings		Stock			Loss			Equity

Balances, December 31, 2002		90,182,273	$	90	$	272,099	$	583,480	$	(89,891	)	$			$	765,778
Issuance of common stock under stock option and employee stock purchase plans		840,748		1		9,070										9,071
Amortization of deferred compensation						1,196										1,196
Cash flow hedge													(1,138	)		(1,138	)
Reclassification of cash flow hedge to interest expense													35			35
Purchase of 1,201,000 shares of treasury stock										(18,869	)					(18,869	)
Net earnings								52,634								52,634

Balances, September 30, 2003		91,023,021	$	91	$	282,365	$	636,114	$	(108,760	)	$	(1,103	)	$	808,707

See accompanying notes to condensed consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)



					Nine Months Ended
					September 30,

					2003			2002

Cash flows from operating activities:
	Net earnings				$	52,634		$	43,432
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization				112,441			104,732
		Deferred income taxes				26,545			24,740
		Provision for losses on accounts receivable				4,043			4,729
		Amortization of deferred compensation				1,196			803
		Fair value of interest rate swaps				(670	)		5,902
		Amortization of deferred legal fees				6,357			2,119
		Impairment of property							3,100
		Increase (decrease) in cash resulting from changes in, net of effects from purchase of Merit Distribution Services, Inc.:
			Accounts receivable			(16,928	)		(17,979	)
			Inventories and supplies			253			(2,367	)
			Prepaid expenses			6,731			15,973
			Other assets			(2,325	)		(15,085	)
			Accounts payable, accrued liabilities and claims accruals			29,503			42,837

				Net cash provided by operating activities		219,780			212,936

Cash flows from investing activities:
	Proceeds from sale of property and equipment					52,948			73,520
	Capital expenditures					(195,892	)		(254,644	)
	Proceeds from sale of assets held for sale					3,760
	Repayment of note receivable								1,000
	Notes receivable					(1,229	)		(10,727	)
	Payments received on equipment sale receivables					11,100			2,107
	Payment for purchase of Merit Distribution Services, Inc.					(76,521	)

				Net cash used in investing activities		(205,834	)		(188,744	)

See accompanying notes to condensed consolidated financial statements.

Continued

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)



				Nine Months Ended
				September 30,

				2003			2002

Cash flows from financing activities:
	Issuance of Senior Notes				200,000
	Repayments of long-term debt and capital leases				(42,205	)		(41,304	)
	Borrowings under line of credit				120,800			163,500
	Repayments of borrowings under line of credit				(187,200	)		(167,500	)
	Change in borrowings under accounts receivable securitization				(87,000	)		55,000
	Purchases of treasury stock				(18,869	)		(36,937	)
	Accumulated other comprehensive loss				(1,103	)
	Proceeds from issuance of common stock under stock option and stock purchase plans				8,989			9,688

			Net cash used in financing activities		(6,588	)		(17,553	)

Net increase in cash					7,358			6,639
Cash at beginning of period					7,930			14,151

Cash at end of period				$	15,288		$	20,790

Supplemental disclosure of cash flow information:
	Cash paid during the period for:
		Interest		$	9,768		$	10,589
		Income taxes		$	13,756
Supplemental schedule of noncash investing and financing activities:
	Equipment sales receivables			$	16,973		$	27,796
	Equipment purchase accrual			$	18,276

See accompanying notes to condensed consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)


Note 1.	Basis of Presentation

The condensed consolidated financial statements include the accounts of Swift Transportation Co., Inc., a Nevada holding company, and its wholly-owned subsidiaries (the Company). All significant intercompany balances and transactions have been eliminated.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments, which are necessary for a fair presentation of the results for the interim periods presented. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. Results of operations in interim periods are not necessarily indicative of results to be expected for a full year.


Note 2.	Stock Compensation Plans

The Company applies APB Opinion No. 25 and related interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized for its Employee Stock Purchase Plan. The compensation cost that has been charged against income for its Fixed Stock Option Plans was $494,000 and $329,000 for the three months ended September 30, 2003 and 2002, respectively, and $1,196,000 and $803,000 for the nine months ended September 30, 2003 and 2002, respectively.

Had compensation cost for the Company’s four stock-based compensation plans been determined consistent with FASB Statement No. 123 (“SFAS No. 123”), the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:



		Three Months Ended						Nine Months Ended
		September 30,						September 30,

		2003			2002			2003			2002

Net earnings (in thousands)	As Reported	$	24,576		$	16,340		$	52,634		$	43,432
	Add: Compensation expense, using intrinsic method, net of tax		306			204			741			498
	Deduct: Compensation expense, using fair value method, net of tax		(933	)		(834	)		(3,440	)		(2,571	)

	Pro forma	$	23,949		$	15,710		$	49,935		$	41,359

Basic earnings per share	As Reported	$	.29		$	.19		$	.63		$	.50

	Pro forma	$	.29		$	.18		$	.60		$	.48

Diluted earnings per share	As Reported	$	.29		$	.19		$	.62		$	.50

	Pro forma	$	.28		$	.18		$	.59		$	.47

Pro forma net earnings reflect only options granted in 1995 through September 30, 2003. 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.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited) — (Continued)


Note 3.	Contingencies

The Company is involved in certain claims and pending litigation arising from 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 materially adverse effect on the financial condition of the Company.


Note 4.	Assets Held for Sale

In January 2003, the Company sold its Columbus facility, which was previously used by M.S. Carriers and classified as assets held for sale. The Company received $3.7 million, net of expenses, and recognized a gain of $345,000.


Note 5.	Private Placement of Senior Notes

On June 27, 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. The notes contain financial covenants relating to leverage, fixed charge coverage and tangible net worth.


Note 6.	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 $35,000 into interest expense during the three and nine months ended September 30, 2003 and expects $144,000 will be amortized into interest expense during the next twelve months.


Note 7.	Revolving Credit Agreement

In October 2003, the Company amended its Line of Credit agreement to increase the borrowing capacity from $255 million to $300 million. All other provisions of the agreement remained the same.


Note 8.	Stock Repurchase Program

The Company repurchased a total of 1,201,000 shares of its stock in the first nine months of 2003 at a cost of $18.9 million. The Board of Directors authorized the repurchase of 1,000,000 shares at price levels set by the Board of Directors and this purchase was completed in the first nine months of 2003 at a cost of $15.7 million. The Board of Directors also approved the purchase of an additional 2,000,000 shares of the Company’s common stock at a total cost not to exceed $32 million. Of this amount, 201,000 shares were purchased in the first nine months of 2003 at a cost of $3.2 million.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited) — (Continued)


Note 9.	Earnings Per Share

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



	Three Months Ended				Nine Months Ended
	September 30,				September 30,

	2003		2002		2003		2002


	(In thousands, except per share amounts)
Net earnings	$	24,576	$	16,340	$	52,634	$	43,432

Weighted average shares:
Common shares outstanding for basic earnings per share		83,431		85,796		83,412		86,107
Equivalent shares issuable upon exercise of stock options		1,477		1,227		1,191		1,528

Diluted shares		84,908		87,023		84,603		87,635

Basic earnings per share	$	.29	$	.19	$	.63	$	.50

Diluted earnings per share	$	.29	$	.19	$	.62	$	.50


Note 10.	Acquisition of Merit Distribution Services, Inc.

On July 1, 2003, the Company completed the acquisition of certain assets of Merit Distribution Services, Inc. Merit’s fleet consists of 825 tractors, including 140 owner-operators, and 1,400 trailers of which 455 tractors and 1,100 trailers are leased. Merit’s primary business consists of a series of dedicated regional trucking fleets that serve Wal-Mart’s grocery distribution centers and retail outlets. This acquisition is expected to enhance our relationship with Wal-Mart, our largest customer. The results of Merit’s operations have been included in the consolidated financial statements since July 1, 2003.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:


Customer relationship intangible asset	$	35,726
Goodwill		16,264
Revenue equipment		27,050
Other assets		1,601
Liabilities assumed		(4,120	)

Cash paid	$	76,521

The customer relationship intangible asset is being amortized on a straight-line basis over a 15-year period. All of the goodwill will be deductible for tax purposes.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited) — (Continued)

The results of operations for the three and nine month periods ended September 30, 2003 and 2002 as though the Merit acquisition had been completed as of the beginning of each respective period are as follows (in thousands, except share data):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,

	2003		2002		2003		2002

Revenue	$	623,875	$	573,145	$	1,833,822	$	1,649,046
Net earnings	$	24,576	$	18,326	$	56,710	$	47,190
Diluted earnings per share	$	.29	$	.21	$	.67	$	.54

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements. The words “believe,” “expect,” “anticipate,” “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 may include, but are not limited to, projections of revenues, income, or loss, capital expenditures, plans for future operations, financing needs or plans, the impact of inflation and plans relating to the foregoing.

Statements in Exhibit 99.1 to this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K, including Notes to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” describe factors, among others, that could cause actual results or events to differ materially from those expressed in forward-looking statements. Additional factors that could contribute to or cause such differences are set forth in “Business” and “Market for the Registrant’s Common Stock and Related Stockholder Matters” in the Company’s Annual Report on Form 10-K.

OVERVIEW

We operate the largest truckload fleet in the United States. As part of the truckload segment of the trucking industry, we transport freight for shippers in large quantities who generally pay for our services based upon miles of delivery. Our fleet of tractors and trailers is as follows:


			September 30,		December 31,		September 30,
			2003		2002		2002

Tractors:
	Company
		Owned		8,609		7,350		6,821
		Leased		4,984		5,589		6,107

		Total company		13,593		12,939		12,928
	Owner-operator			3,678		3,152		3,223

	Total			17,271		16,091		16,151

Trailers				50,221		48,233		47,690

The Company tractors are either owned by the Company or financed under leases. Our fleet has operated on a three-year cycle for many years. Generally, we traded a tractor for a new tractor every three years. We are currently evaluating our replacement policy in light of the changes to tractor engines due to new emissions standards mandated by the U.S. Environmental Protection Agency (EPA) that became effective on October 1, 2002. We extended the usage of our three-year-old tractors into the fourth year while evaluating the October 2002 EPA engine. We are continuing to evaluate the new engine but have begun purchasing some tractors with the EPA compliant engine to replace certain tractors that have completed a four-year cycle.

The owner-operators own their tractor and are responsible for operating costs. The owner-operators operate under the authority of the Company and are generally compensated based upon miles.

Trucking revenue is revenue from freight hauled on our fleet. There are three factors that significantly impact our trucking revenue. First, as mentioned above, the truckload industry in which we operate is generally compensated based upon miles. Therefore, an increase in miles will increase the revenue. We monitor

utilization of our tractors in the form of miles per tractor per week. The second factor is revenue per mile. Increases in revenue per mile will increase revenue. We monitor our revenue per mile on a daily basis. Finally, the percentage of miles our tractors travel that do not generate revenue, known as deadhead, will adversely affect revenue. We monitor deadhead miles on a daily basis.

In addition to trucking revenue, our operating revenue includes fuel surcharge revenue and other revenue primarily for freight moved for our customers on rail or purchased transportation and work performed in our shops for owner-operators.

We are also compensated, in some instances, for accessorial charges such as loading and unloading.

We view our operating cost structure as approximately one-half variable and one-half fixed. Therefore, an increase in revenue will generally improve our operating margin percentage.

RESULTS OF OPERATIONS FOR THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2003 AND 2002

The following table sets forth for the periods indicated certain statement of earnings data as a percentage of operating revenue for the three and nine months ended:



			Three Months Ended						Nine Months Ended
			September 30,						September 30,

			2003			2002			2003			2002

Operating revenue				100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
	Salaries, wages and employee benefits			35.3			37.6			36.5			37.3
	Operating supplies and expenses			9.4			9.2			9.8			9.2
	Fuel			13.3			12.6			13.8			12.0
	Purchased transportation			17.7			17.0			17.1			17.1
	Rental expense			3.2			3.8			3.4			4.1
	Insurance and claims			4.6			3.2			4.3			3.7
	Depreciation and amortization			6.2			6.7			6.4			7.2
	Communications and utilities			1.2			1.3			1.2			1.3
	Operating taxes and licenses			2.3			2.3			2.1			2.4

		Total operating expenses		93.2			93.7			94.6			94.3

Operating income				6.8			6.3			5.4			5.7
Net interest expense				.5			1.5			.7			1.2
Other (income) expense, net				(.1	)					(.1	)

Earnings before income taxes				6.4			4.8			4.8			4.5
Income taxes				2.5			1.8			1.8			1.7

Net earnings				3.9	%		3.0	%		3.0	%		2.8	%

Our net earnings increased from $16.3 million in the third quarter of 2002 to $24.6 million in the third quarter of 2003 and from $43.4 million in the first nine months of 2002 to $52.6 million in the first nine months of 2003. This increase was mainly driven by a 14.5% and 11.4% increase in operating revenue, net of fuel surcharge revenue for the quarter and nine months, respectively. In addition, the acquisition of Merit added approximately 6% and 2% to our operating revenue for the three and nine months ended September 30, 2003. The incremental profit from the increased volume was aided in the third quarter of 2003 by fuel surcharge revenue in excess of higher fuel costs, due to the timing of the contractual fuel surcharge adjustments, and decreased depreciation and rental expense as we purchased approximately 1,700 tractors at completion of their

three year operating lease. Depreciation expense of our tractors decreases in the fourth year of use as the residual value declines at a lower rate in year four that in the first three years.

In January 2004, the new regulations regarding hours of service for our drivers and owner-operators, as adopted by the Department of Transportation (“DOT”), will become effective. These revised regulations increase daily drive time from 10 to 11 hours and no longer allow for breaks in the on-duty period.

Our drivers and owner-operators are compensated primarily based upon miles driven. To the extent the new regulations reduce time available to drive as a result of the changes to the calculation of the on-duty period, our drivers and owner-operators pay will be reduced. We expect to work with our shippers to minimize the loss of driver and owner-operator productivity. In situations where productivity losses occur, we expect to be compensated by the shippers and compensate our drivers and owner-operators accordingly so as to maintain our existing pay structure. If we are not successful in working with our shippers to adjust for the impact these new regulations will have on our driver and owner-operator productivity, it could have a negative impact on our financial results.

REVENUE

As discussed above, we believe there are three factors that have a significant impact on our trucking revenue. These three factors, along with operating revenue and its components (dollars in thousands) are shown in the table below:



	Three Months Ended						Nine Months Ended
	September 30,						September 30,

	2003			2002			2003			2002

Trucking revenue	$	576,828		$	504,284		$	1,626,409		$	1,460,311
Fuel surcharge revenue		21,276			10,519			67,793			21,317
Other revenue		25,771			22,152			65,885			59,702

Operating revenue	$	623,875		$	536,955		$	1,760,087		$	1,541,330

Miles per tractor per week		2,146			2,060			2,131			2,026
Trucking revenue per loaded mile	$	1.4547		$	1.4095		$	1.4415		$	1.4113
Deadhead percentage		13.37	%		13.68	%		13.94	%		14.26	%

Our trucking revenue increased 14.4% in the third quarter of 2003 compared to the third quarter of 2002 as we improved our utilization, deadhead percentage and revenue per loaded mile. The trend was similar in the nine months ended September 30, 2003 compared to the same period in 2002 as trucking revenue increased 11.4% and utilization, revenue per loaded mile and deadhead percentage all improved.

Other revenue increased in the third quarter and the first nine months of 2003 compared to the third quarter and first nine months of 2002 primarily due to the volume of freight moved for our customers on Mexican carriers.

OPERATING EXPENSES

Our most significant operating costs are salaries, wages and employee benefits, fuel and purchased transportation. Our salaries, wages and employee benefits were 35.3% and 37.6% of operating revenue in the third quarter of 2003 and 2002, respectively. After adjusting for the increase in fuel surcharge revenue, this percentage decreased to 36.5% in the third quarter of 2003 compared to 38.4% in the third quarter of 2002, primarily due to a decrease in workers’ compensation costs.

Salary, wages and employee benefits represent 36.5% and 37.3% of operating revenue for the nine months ended September 30, 2003 and 2002. After adjusting for the increase in fuel surcharge revenue, this percentage increased to 37.9% for the nine months ended September 30, 2003 compared to 37.8% for the same period in 2002, an insignificant change.

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.

Fuel was 13.3% and 12.6% of operating revenue in the third quarter of 2003 and 2002, respectively and 13.8% and 12.0% of operating revenue in the first nine months of 2003 and 2002, respectively. This percentage is primarily affected by fuel prices. Our average fuel cost per gallon was $1.35 and $1.26, in the third quarter of 2003 and 2002, respectively and $1.40 and $1.17, in the first nine months of 2003 and 2002, respectively.

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 implement fuel surcharges when such an option is necessary and available. We do not use derivative-type hedging instruments, but periodically evaluate their possible use.

Purchased transportation was 17.7% and 17.0% of operating revenue in the third quarter of 2003 and 2002, respectively. This percentage increased, at a faster rate than our operating revenue, as our owner-operator fleet increased to 3,678 at September 30, 2003 from 3,223 at September 30, 2002. After adjusting for the increase in fuel surcharge revenue, this percentage was 18.3% in 2003 and 17.4% in 2002, primarily due to an increase in volume of freight carried by our owner-operators.

Purchased transportation was 17.1% of operating revenue for the nine months ended September 30, 2003 and 2002. After adjusting for the increase in fuel surcharge revenue, this percentage was 17.8% and 17.4% in the first nine months of 2003 and 2002, respectively. The owner-operator miles increasing at a rate greater than our operating revenue caused this increase.

Operating supplies and expenses was 9.4% and 9.2% of operating revenue in the third quarter of 2003 and 2002, respectively and 9.8% and 9.2% of operating revenue for the nine months ended September 30, 2003 and 2002, respectively. After adjusting for the increase in fuel surcharge revenue, this percentage increased to 9.8% in the third quarter of 2003 compared to 9.4% in the third quarter of 2002 and 10.2% for the nine months ended September 30, 2003 compared to 9.3% for the same period in 2002, as we experienced an increase in maintenance costs. We expected this increase as we extended the life of some of our tractors into the fourth year, which increases maintenance costs. This increase is offset by a reduction in depreciation expense discussed below.

Insurance and claims was 4.6% and 3.2% of operating revenue in the third quarter of 2003 and 2002, respectively and 4.3% and 3.7% of operating revenue for the nine months ended September 30, 2003 and 2002, respectively. As discussed in our 2002 Annual Report, we are self-insured for some portion of our liability, property damage and cargo damage risk. We buy insurance coverage with deductible amounts. Beginning in 2003, the deductible amount for general liability rose from $250,000 to $1,000,000 per incident. 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.

As we discussed in our 2002 Annual Report, we 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 our releasing all claims that were the subject of the litigation. We are recognizing this settlement amount as a reduction of insurance expense as the insurance coverage is provided during the period from July 1, 2002 through December 31, 2004. In addition, we deferred the $21.1 million of legal expenses, which were paid pursuant to a contingent fee arrangement based upon our estimate of the value of the insurance provided of between $65 million and $74 million. These legal expenses are being amortized on a straight-line basis over the thirty-month period beginning July 1, 2002. In the event that we do not receive the future insurance coverage due to the liquidation, rehabilitation, bankruptcy or other similar insolvency of the insurers, we will receive a reimbursement of our legal expenses on a declining basis ranging from $15.8 million through December 15, 2002 to $3.9 million through July 1, 2004.

Rental expense was 3.2% and 3.8% of operating revenue in the third quarter of 2003 and 2002, respectively and 3.4% and 4.1% of operating revenue for the nine months ended September 30, 2003 and 2002, respectively. After adjusting for the increase in fuel surcharge revenue, this percentage decreased to 3.3% in the third quarter of 2003 compared to 3.9% in the third quarter of 2002 and 3.5% for the first nine months of 2003 compared to 4.2% for the same period of 2002. This decrease is primarily due to a decrease in our average cost per leased tractor, a decrease in the number of tractors on lease, as well as a decrease in trailer rental costs.

Depreciation and amortization expense was 6.2% and 6.7% of operating revenue in the third quarter of 2003 and 2002, respectively and 6.4% and 7.2% of operating revenue for the nine months ended September 30, 2003 and 2002, respectively. After adjusting for the increase in fuel surcharge revenue, this percentage decreased to 6.5% in the third quarter of 2003 compared to 6.8% in the third quarter of 2002 and 6.7% for the first nine months ended September 30, 2003 compared to 7.3% for the same period in 2002. This decrease is primarily due to the extension of the life of some of our tractors into the fourth year.

When it is economically advantageous to do so, we will purchase and then resell tractors that we currently lease by exercising the purchase option contained in the lease. Gains on these activities are recorded as a reduction of rental expense. We also generate gains from the sale of tractors we own. These gains are recorded as a reduction of depreciation expense. These gains are summarized below:



	Three Months Ended					Nine Months Ended
	September 30,					September 30,

	2003			2002		2003			2002

Gain (loss) on sale of leased tractors	$	332,000		$	471,000	$	229,000		$	1,440,000
Gain (loss) on sale of owned tractors	$	(90,000	)	$	1,868,000	$	(1,258,000	)	$	5,348,000

OTHER EXPENSES

Our largest pre-tax non-operating expense is interest. Our debt balance combining the operating line of credit, Senior Notes, accounts receivable securitization, capital leases and other debt was $406 million and $410 million at September 30, 2003 and 2002, respectively.

As shown below, our interest expense, in thousands, net of the impact of the derivative agreements, increased in 2003 for the quarter and the nine months ended September 30, 2003, although we decreased debt by $4 million. In June 2003, we completed our private placement of Senior Notes, which have a weighted average interest rate of 4%. Although this fixed rate is currently higher than our variable rate debt, these Senior Notes provide us with strategic capital with five and seven year maturities. We also benefited in 2003 from lower interest rates and a shift in borrowings from more costly debt related to capital leases, entered into under M.S. Carriers, to less costly Swift debt.



	Three Months Ended					Nine Months Ended
	September 30,					September 30,

	2003		2002			2003		2002

Interest expense	$	3,196	$	8,894		$	11,711	$	17,971
Derivative agreements impact		1,752		(4,530	)		670		(5,902	)

Interest expense, net of derivative agreements	$	4,948	$	4,364		$	12,381	$	12,069

LIQUIDITY AND CAPITAL RESOURCES

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


	Nine Months Ended			Nine Months Ended
	September 30, 2003			September 30, 2002

Net cash provided by operating activities	$	219,780		$	212,936
Net cash used in investing activities	$	(205,834	)	$	(188,744	)
Net cash provided by (used in) financing activities	$	(6,588	)	$	(17,553	)

Our cash provided by operating activities increased to $219.8 million in the first nine months of 2003 compared to $212.9 million in 2002. The primary matter affecting comparability was the payment in June 2002 of $21.1 million of legal expenses associated with settlement of litigation in which the Company received an agreement by an insurance company to provide certain insurance at no cost to the Company. Also, the fair value of interest swaps and prepaid expenses provided $6.6 million and $9.2 million, respectively, less cash from operations in 2003 than 2002.

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 $143.0 million and $181.1 million in the first nine months of 2003 and 2002, respectively. Also, we expended $76.5 million for the acquisition of Merit in 2003. Furthermore, we received $14.9 million of payments on equipment sale receivables and sale of assets held for sale in 2003 and made loans to investment entities of $10.7 million in 2002.

Regarding our financing activities, in the first nine months of 2003 we issued $200 million of Senior Notes and repaid $196 million of debt (including capital leases and securitization). Also, we repurchased $18.9 million and $36.9 million of our common stock in 2003 and 2002. We received $9.0 million and $9.7 million in stock option exercise and employee stock purchase plan proceeds in the first nine months of 2003 and 2002, respectively.

As of September 30, 2003 and December 31, 2002 we had a working capital of $35.6 million and a working capital deficit of $69.6 million, respectively. We utilized the proceeds from the Senior Notes to reduce the proceeds received under the accounts receivable securitization program by $87 million comparing September 30, 2003 to December 31, 2002. This reduction in accounts receivable securitization proceeds combined with a decrease in our current portion of obligations under capital leases increased our working capital. 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.

As of September 30, 2003, we had $70 million of borrowings and $103.1 million of letters of credit outstanding on our $255 million line of credit, leaving $81.9 million in borrowing capacity available. As previously noted, the amount available on this line of credit increased to $300 million in October 2003. 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 62.5 to 137.5 basis points, as defined in the Credit Agreement (currently 70 basis points). The unused portion of the line of credit is subject to a commitment fee ranging from 17.5 to 25 basis points (currently 20 basis points). The Credit Agreement requires us to meet certain covenants with respect to leverage and fixed charge coverage ratios and tangible net worth. The Credit Agreement also requires us to maintain unencumbered assets of not less than 120% of indebtedness (as defined).

Our accounts receivable securitization allows us to sell up to $200 million of our eligible trade accounts receivable to a financial institution. As of September 30, 2003, we had received sales proceeds of $82 million.

As of September 30, 2003, we had commitments outstanding to acquire replacement and additional revenue equipment for approximately $111 million. We have the option to cancel such commitments upon 60 days notice. We believe we will be able to support these acquisitions of revenue equipment through debt and lease financings and cash flows generated by operating activities.

During the nine months ended September 30, 2003, we incurred approximately $62.6 million of non-revenue equipment capital expenditures. These expenditures were primarily for facilities and equipment.

We anticipate that we will expend approximately $18 million during the remainder of the year for various facilities upgrades and acquisition and development of terminal facilities. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.

We believe we will be able to finance needs for working capital, facilities improvements and expansion, as well as anticipated fleet 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. 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.

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.

SEASONALITY

In the transportation industry, results of operations generally show a seasonal pattern as customers reduce shipments after the winter holiday season. 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.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have interest rate exposure arising from our line of credit ($70 million), capital lease obligations ($25.6 million with variable interest rates) and accounts receivable securitization ($82 million), all of which have variable interest rates. These variable interest rates are impacted by changes in short-term interest rates. The Company manages interest rate exposure through its mix of variable rate debt, fixed rate lease financing and $70 million notional amount of interest rate swaps (weighted average rate of 5.88%). The fair value of the Company’s long-term debt approximates carrying values. Assuming the current level of borrowings, a hypothetical one-percentage point increase in interest rates would increase the Company’s interest expense by $1.1 million.


ITEM 4.	CONTROLS AND PROCEDURES

The Company has carried out an evaluation as of the end of the period covered by this Form 10-Q, 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 Exchange Act Rules 13a-15(e) and 15d-15(e)). 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. There have been no significant changes in the Company’s internal control over financial reporting or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

PART II. OTHER INFORMATION

ITEMS 1, 2, 3, 4 and 5.

Not applicable


ITEM 6:	EXHIBITS AND REPORTS ON FORM 8-K


(a)	Exhibit 3.1	—	Amended and Restated Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement No. 333-85940 on Form S-8)
	Exhibit 3.2	—	Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement No. 33-66034 on Form S-3)
	Exhibit 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)
	Exhibit 31.1	—	Rule 13a-14(a)/ 15d-14(a) Certificate of Jerry Moyes, Chairman, President and Chief Executive Officer
	Exhibit 31.2	—	Rule 13a-14(a)/ 15d-14(a) Certificate of Gary R. Enzor, Chief Financial Officer
	Exhibit 32.1	—	Section 1350 Certification of Jerry Moyes, Chairman, President and Chief Executive Officer
	Exhibit 32.2	—	Section 1350 Certification of Gary R. Enzor, Chief Financial Officer
	Exhibit 99.1	—	Private Securities Litigation Reform Act of 1995 Safe Harbor Compliance Statement for Forward-Looking Statements

(b)	A Report on Form 8-K was filed on October 20, 2003, which furnished, under Item 12, a press release announcing financial results for the quarter ended September 30, 2003.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		SWIFT TRANSPORTATION CO., INC.

Date: November 11, 2003		/s/ Jerry Moyes ------------------------------------------------ (Signature)

		Jerry Moyes Chairman, President and Chief Executive Officer

Date: November 11, 2003		/s/ Gary R. Enzor ------------------------------------------------ (Signature)

		Gary R. Enzor Chief Financial Officer

INDEX TO EXHIBITS


(a)	Exhibit 3.1	—	Amended and Restated Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement No. 333-85940 on Form S-8)
	Exhibit 3.2	—	Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement No. 33-66034 on Form S-3)
	Exhibit 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)
	Exhibit 31.1	—	Rule 13a-14(a)/ 15d-14(a) Certificate of Jerry Moyes, Chairman, President and Chief Executive Officer
	Exhibit 31.2	—	Rule 13a-14(a)/ 15d-14(a) Certificate of Gary R. Enzor, Chief Financial Officer
	Exhibit 32.1	—	Section 1350 Certification of Jerry Moyes, Chairman, President and Chief Executive Officer
	Exhibit 32.2	—	Section 1350 Certification of Gary R. Enzor, Chief Financial Officer
	Exhibit 99.1	—	Private Securities Litigation Reform Act of 1995 Safe Harbor Compliance Statement for Forward-Looking Statements


	The condensed consolidated financial statements include the accounts of Swift Transportation Co., Inc., a Nevada holding company, and its wholly-owned subsidiaries (the Company). All significant intercompany balances and transactions have been eliminated.

	The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments, which are necessary for a fair presentation of the results for the interim periods presented. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. Results of operations in interim periods are not necessarily indicative of results to be expected for a full year.


	The Company applies APB Opinion No. 25 and related interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized for its Employee Stock Purchase Plan. The compensation cost that has been charged against income for its Fixed Stock Option Plans was $494,000 and $329,000 for the three months ended September 30, 2003 and 2002, respectively, and $1,196,000 and $803,000 for the nine months ended September 30, 2003 and 2002, respectively.

	Had compensation cost for the Company’s four stock-based compensation plans been determined consistent with FASB Statement No. 123 (“SFAS No. 123”), the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:


	On July 1, 2003, the Company completed the acquisition of certain assets of Merit Distribution Services, Inc. Merit’s fleet consists of 825 tractors, including 140 owner-operators, and 1,400 trailers of which 455 tractors and 1,100 trailers are leased. Merit’s primary business consists of a series of dedicated regional trucking fleets that serve Wal-Mart’s grocery distribution centers and retail outlets. This acquisition is expected to enhance our relationship with Wal-Mart, our largest customer. The results of Merit’s operations have been included in the consolidated financial statements since July 1, 2003.

	The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: