##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                               to
 Commission File No. 0-18605
 SWIFT TRANSPORTATION CO., INC.
 (Exact name of registrant as specified in its charter)
 Nevada
    
    86-0666860(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer
Identification No.)
 2200 South 75th Avenue Phoenix, AZ 85043  (Address of principal executive offices) (Zip Code)
 (602) 269-9700  (Registrants telephone number, including area code)
 Securities Registered Pursuant to Section 12(b) of the Act:
 Common Stock, $.001 par value
    
    Nasdaq Global Select Market
 Securities Registered Pursuant to Section 12(g) of the Act:
None
 þ o
 o þ
 þ o
 þ
  þ o o
 o þ




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Explanatory Note
   2




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TABLE OF CONTENTS
 PagePART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    4Item 11.
    
    Executive Compensation
    
    
    7Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    19Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    21Item 14.
    
    Principal Accountant Fees and Services
    
    
    22PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    24SIGNATURESEX-31.1EX-31.2EX-31.1EX-31.2
 3




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    PositionJock Patton
    
    
    61
    
    
    Non-Executive Chairman of the Board and Director (1)(2)(3)Robert W. Cunningham
    
    
    52
    
    
    Director, Chief Executive Officer and PresidentKarl Eller
    
    
    78
    
    
    Director (2)(3)Alphonse E. Frei
    
    
    68
    
    
    Director (1)(2)(3)David Goldman
    
    
    63
    
    
    Director (1)(2)Paul M. Mecray III
    
    
    68
    
    
    Director (1)(2)Jerry Moyes
    
    
    63
    
    
    DirectorKaren E. Rasmussen
    
    
    61
    
    
    Director (2)(3)Samuel C. Cowley
    
    
    47
    
    
    Director, Executive Vice President, General Counsel and
SecretaryGlynis A. Bryan
    
    
    48
    
    
    Executive Vice President and Chief Financial OfficerBarbara Kennedy
    
    
    40
    
    
    Executive Vice PresidentMark A. Martin
    
    
    45
    
    
    Executive Vice PresidentJeffrey Riley
    
    
    36
    
    
    Executive Vice PresidentRichard Stocking
    
    
    37
    
    
    Executive Vice President
 
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Nominating/Corporate Governance Committee(3)
    
    Member of the Compensation Committee Jock Patton
 Robert W. Cunningham
 4




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Karl Eller
 Alphonse E. Frei
 David Goldman
 Paul M. Mecray III
 Jerry Moyes
 Karen E. Rasmussen
 5




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Samuel C. Cowley
 Glynis A. Bryan
 Barbara Kennedy
 Mark A. Martin
 Jeffrey Riley
 Richard Stocking
 Director Independence
  6




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.swifttrans.com
 Information Concerning the Audit Committee
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Introduction
  7




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What are our processes and procedures for considering and determining executive compensation?
 The Compensation Committee
  
    
    annually reviewing and approving corporate goals and objectives relevant to the
compensation of the Chief Executive Officer and other executive officers; evaluating executive
performance in light of those goals and objectives; and recommending to the Board of Directors
the Chief Executive Officers compensation based on this evaluation;
    
    approving all base salaries and other compensation of the Companys executive officers and
recommending to the Board of Directors, the Chief Executive Officers base salary and other
compensation;
    
    overseeing and periodically reviewing the operation of all of the Companys stock-based
employee (including management and director) compensation plans;
    
    reviewing and, if appropriate, recommending to the Board of Directors for adoption all
employee (including management and director) compensation plans, programs and arrangements,
including stock option and performance share grants and other perquisites and fringe benefit
arrangements; and
    
    periodically reviewing the outside directors compensation arrangements to ensure their
competitiveness and compliance with applicable laws, and recommending to the Board any
appropriate changes to be made.
 Role of Compensation Consultants
 8




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Role of Management in Determining Executive Compensation
 What are the objectives of the Companys compensation programs?
  
    
    Business Performance Accountability. Compensation should be tied to the Companys
performance in key areas so that executives are held accountable through their compensation
for the performance of the Company.
    
    Individual Performance Accountability. Compensation should be tied to an
individuals performance so that individual contributions to the Companys performance are
rewarded.
    
    Alignment with Stockholder Interests. Compensation should be tied to the Companys
stock performance through stock incentives so that executives interests are aligned with
those of our stockholders.
    
    Retention. Compensation should be designed to promote the retention of key
employees.
    
    Competitiveness. The compensation program should be designed to attract, retain
and reward key leaders critical to the Companys success by providing competitive total
compensation.
 What is the compensation program designed to reward?
    9




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What are the elements of the Companys compensation program?
  Base Salary
 
    
    Swifts performance for the fiscal year and subjective evaluation of each executives
contribution to that performance;
    
    competitive levels of compensation for executive positions based on information drawn from
compensation surveys and other relevant information; and
    
    recommendations of the President and Chief Executive Officer.
   Annual Cash Incentives.
 
    
    establishing overall Company performance goals at the beginning of the year;
    
    setting target incentives for each individual; and
    
    measuring actual Company financial performance against the predetermined goals to determine
incentive payouts.
  1) Establishing Company performance goals.
 2) Setting a target incentive.
 3) Measuring performance.
  10




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Long-Term Incentives
 Change-of-Contro Agreements
 Perquisites
 Stock Ownership Guidelines for Executive Officers
 Why does the Company choose to pay each element of compensation to its Named Executive Officers?
  How does each element of compensation and the Companys decisions regarding that element fit into
the Companys overall compensation objectives and affect decisions regarding other elements?
  11




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What impact do taxation and accounting considerations have on the decisions regarding executive
compensation?
    Compensation Committee Report
    
 Pursuant to Item 407(e)(5) of Regulation S-K promulgated by the SEC, this report shall not be
deemed filed with the SEC for purposes of the Securities Exchange Act of 1934, nor shall such
report be deemed incorporated by reference into any future filing, unless the Company expressly
indicates its intention to do so.
 12




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Summary Compensation Table
  Stock
    
    Option
    
    Non-EquityName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    Awards
    
    Incentive Plan
    
    All OtherPrincipal Position
    
    Year
    
    Salary (1)
    
    Bonus (2)
    
    (3)
    
    (4)
    
    Compensation (5)
    
    Compensation (6)
    
    TotalRobert W.
Cunningham,
President and Chief
Executive Officer
    
    
    2006
    
    
    $
    802,769
    
    
    $
    200,000
    
    
    $
    49,986
    
    
    $
    102,371
    
    
    $
    625,000
    
    
    $
    30,461
    
    
    $
    1,810,587Glynis Bryan,
Executive Vice
President and Chief
Financial Officer
    
    
    2006
    
    
    $
    327,252
    
    
    $
    100,000
    
    
    
    
    
    
    $
    39,944
    
    
    $
    553,516
    
    
    $
    15,450
    
    
    $
    1,036,162Samuel C. Cowley,
Executive Vice
President, General
Counsel and
Secretary
    
    
    2006
    
    
    $
    327,252
    
    
    $
    100,000
    
    
    
    
    
    
    $
    32,682
    
    
    $
    553,516
    
    
    $
    17,719
    
    
    $
    1,031,169Mark Martin,
Executive Vice
President
    
    
    2006
    
    
    $
    255,507
    
    
    
    
    
    
    
    
    
    
    $
    32,682
    
    
    $
    510,938
    
    
    $
    17,248
    
    
    $
    816,375Richard Stocking,
Executive Vice
President
    
    
    2006
    
    
    $
    201,383
    
    
    
    
    
    
    
    
    
    
    $
    32,682
    
    
    $
    510,938
    
    
    $
    17,811
    
    
    $
    762,814
 
 (1)
    
    Each of the Named Executive Officers contributed a portion of their respective salary to
the Companys 401(k) savings plan.(2)
    
    On December 11, 2006, the Board approved special bonuses for Mr. Cunningham, Ms. Bryan and
Mr. Cowley in the amounts of $200,000, $100,000 and $100,000, respectively for increased
workload over the course of the year due to strategic matters outside of their normal duties.(3)
    
    This amount represents 2,138 shares of restricted stock granted and immediately vested to Mr.
Cunningham on January 30, 2006 at a market price of $23.38, following the Boards review of
his 2005 performance.(4)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes (in accordance with SFAS 123R) with respect to the 2006 fiscal year for the fair
value of stock options granted to each of the Named Executive Officers in 2006 as well as
prior year fiscal years. For additional information on the valuation assumptions with respect
to the 2006 grants, refer to note 16 of the Swift Transportation Co., Inc. financial
statements in the Original Filing. For information on the valuation assumptions with respect
to grants made prior to 2006, refer to the note on Stockholders Equity information for the
Swift Transportation Co., Inc. financial statements in the Original Filing. See Grants of
Plan-Based Awards Table in this Amendment for information on options granted in 2006. The
amounts in this column reflect the Companys accounting expense for these awards, and do not
correspond to actual value that will be recognized by the Named Executive Officer.(5)
    
    This column represents the cash bonus amounts approved by the Board paid to the Named
Executive Officers pursuant to the Companys 2006 Annual
Incentive Plan (the
Plan), which was approved by the Board in early 2006. The bonuses were calculated based on
the Companys actual financial performance for 2006, compared to targets established by the
Plan. The Committee determined in December 2006 that the annual performance targets would be
significantly exceeded and, consistent with the Companys past practice of paying bonuses
before Christmas, determined to make partial payments of the annual bonuses to the Named
Executive Officers and other employees of the Company. The final payment of bonuses was made
in January 2007 after the Committee determined the true-up amount upon the Companys
final determination of financial performance for 2006.(6)
    
    This column represents all other compensation paid to the Named Executive Officers for
employer 401(k) match, executive disability insurance, car allowance and other benefits, none
of which exceeded $10,000 individually, except for Mr. Cunningham, whose other compensation
included life insurance premiums of $12,050. 13




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Grants of Plan-Based Awards in 2006
  All Other
    
    All OtherStock
    
    Options
    
    ExerciseAwards:
    
    Awards:
    
    or BaseEstimated Possible Payouts Under
    
    Number of
    
    Number of
    
    Price ofNon-Equity Incentive Plan
    
    Shares of
    
    Securities
    
    OptionGrant
    
    Awards(1)
    
    Stock or Units
    
    Underlying
    
    Awards ($/SH)
    
    Full Grant DateName
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    (#) (2)
    
    Options (#) (3)
    
    (4)
    
    Fair Value (5)Robert W. Cunningham
    
    
    1/30/2006
    
    
    $
    134,000
    
    
    $
    200,000
    
    
    $
    800,0001/30/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,138
    
    
    
    
    
    
    
    
    
    
    $
    49,98611/14/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    27.95
    
    
    $
    606,160Glynis Bryan
    
    
    1/30/2006
    
    
    $
    120,445
    
    
    $
    177,125
    
    
    $
    708,5004/3/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,500
    
    
    $
    22.65
    
    
    $
    268,009Samuel C. Cowley
    
    
    1/30/2006
    
    
    $
    120,445
    
    
    $
    177,125
    
    
    $
    708,5004/3/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,500
    
    
    $
    22.65
    
    
    $
    219,280Mark Martin
    
    
    1/30/2006
    
    
    $
    109,000
    
    
    $
    163,500
    
    
    $
    654,0004/3/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,500
    
    
    $
    22.65
    
    
    $
    219,280Richard Stocking
    
    
    1/30/2006
    
    
    $
    109,000
    
    
    $
    163,500
    
    
    $
    654,0004/3/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,500
    
    
    $
    22.65
    
    
    $
    219,280
 
 (1)
    
    These amounts represent the potential value of cash payouts for each Named Executive
Officer pursuant to the Companys 2006 Incentive Compensation Plan, which was approved by the
Board in January 2006, as described under the heading Compensation Discussion and Analysis 
What are the elements of the Companys compensation program?  Annual Cash Incentives. The
potential payouts are performance-driven based on the Company reaching certain performance
targets in 2006. As noted in the Summary Compensation Table, the actual amounts were
substantially paid out in 2006 with a true-up payment made in January 2007.(2)
    
    This amount includes 2,138 shares of restricted stock granted and immediately vested to Mr.
Cunningham on January 30, 2006 at a market price of $23.38, following the Boards approval of
his bonus for his performance during 2005.(3)
    
    This column shows the number of stock options granted in 2006 to the Named Executive
Officers. These options vest and become exercisable ratably in five equal annual
installments, beginning one year after the date of grant.(4)
    
    This column shows the exercise price for the stock option granted, which was the closing
price of the Common Stock on the date of grant.(5)
    
    This column represents the full grant date fair value of stock options under SFAS 123R
granted to the Named Executive Officers in 2006. For additional information on the valuation
assumptions with respect to the 2006 grants, refer to note 16 of the Swift Transportation Co.,
Inc. financial statements in the Original Filing. Outstanding Equity Awards at Fiscal Year-End 2006
  14




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Number of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Option
    
    OptionName of
    
    Options
    
    Options
    
    Exercise
    
    ExpirationExecutive
    
    Exercisable
    
    Unexercisable
    
    Price
    
    DateRobert W. Cunningham
    
    
    500,000
    (1)
    
    
    
    
    
    $
    19.13
    
    
    
    11/3/201410,000
    (2)
    
    
    40,000
    (2)
    
    $
    19.16
    
    
    
    12/12/2012
    
    
    
    50,000
    (4)
    
    $
    27.95
    
    
    
    11/14/2013Glynis Bryan
    
    
    100,000
    (1)
    
    
    
    
    
    $
    21.48
    
    
    
    4/8/2015
    
    
    
    27,500
    (3)
    
    $
    22.65
    
    
    
    4/3/2013Samuel C. Cowley
    
    
    100,000
    (1)
    
    
    
    
    
    $
    23.63
    
    
    
    3/28/2015
    
    
    
    22,500
    (3)
    
    $
    22.65
    
    
    
    4/3/2013Mark Martin.
    
    
    60,000
    (1)
    
    
    
    
    
    $
    21.26
    
    
    
    2/24/201425,000
    (1)
    
    
    
    
    
    $
    22.02
    
    
    
    4/7/2015
    
    
    
    22,500
    (3)
    
    $
    22.65
    
    
    
    4/3/2013Richard Stocking
    
    
    25,000
    (1)
    
    
    
    
    
    $
    18.54
    
    
    
    12/31/200710,000
    (1)
    
    
    
    
    
    $
    17.65
    
    
    
    4/5/201410,000
    (1)
    
    
    
    
    
    $
    22.02
    
    
    
    4/7/2015
    
    
    
    22,500
    (3)
    
    $
    22.65
    
    
    
    4/3/2013
 
 (1)
    
    Options were fully vested as of September 19, 2005.(2)
    
    10,000 options vest on each of December 12, 2006, 2007, 2008, 2009 and 2010.(3)
    
    Options vest 20% on each of April 3, 2007, 2008, 2009, 2010 and 2011.(4)
    
    10,000 options vest on each of November 14, 2007, 2008, 2009, 2010 and 2011. Option Exercises and Stock Vested in 2006
  Stock AwardsNumber of SharesAcquired on
    
    Value RealizedName of Executive
    
    Vesting
    
    on VestingRobert W. Cunningham (1)
    
    
    2,138
    
    
    $
    49,986Glynis Bryan
    
    
    
    
    
    
    Samuel C. Cowley
    
    
    
    
    
    
    Mark Martin
    
    
    
    
    
    
    Richard Stocking
    
    
    
    
    
    
    
 
 (1)
    
    Mr. Cunningham acquired 2,138 shares with a market price of $23.38 on January 30, 2006,
following the Boards approval of his bonus for his performance during 2005. See Summary
Compensation Table for further discussion. Potential Payments Upon Termination or Change-of-Control
 Agreements With Named Executive Officers
  15




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Change in Control Agreements
      16




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Cash
    
    Gain on Acceleration of
    
    EstimatedSeverance
    
    Stock Option and
    
    OtherName of Executive
    
    Payments
    
    Performance Shares
    
    Benefits (1)
    
    TotalRobert W. Cunningham
    
    $
    4,709,063
    
    
    $
    1,000,992
    
    
    $
    35,584
    
    
    $
    5,745,639Glynis Bryan
    
    $
    2,916,421
    
    
    $
    355,421
    
    
    $
    5,775
    
    
    $
    3,277,617Samuel C. Cowley
    
    $
    2,916,421
    
    
    $
    319,821
    
    
    $
    12,769
    
    
    $
    3,249,011Mark Martin.
    
    $
    1,753,343
    
    
    $
    319,821
    
    
    $
    11,879
    
    
    $
    2,085,043Richard Stocking
    
    $
    1,636,143
    
    
    $
    319,821
    
    
    $
    11,151
    
    
    $
    1,967,115
 
 (1)
    
    Amounts in this column represent estimated costs for the continuation of certain health
care and insurance benefits.  Weighted AverageVested
    
    Exercise Price of
    
    ResultingName of Executive
    
    Options
    
    Vested Options
    
    Consideration (1)Robert W. Cunningham
    
    
    510,000
    
    
    $
    19.13
    
    
    $
    6,331,548Glynis Bryan
    
    
    105,500
    
    
    $
    21.54
    
    
    $
    1,052,587Samuel C. Cowley
    
    
    104,500
    
    
    $
    23.59
    
    
    $
    828,687Mark Martin.
    
    
    89,500
    
    
    $
    21.54
    
    
    $
    892,337Richard Stocking
    
    
    49,500
    
    
    $
    19.44
    
    
    $
    596,190
 
 (1)
    
    The amounts set forth in this Resulting Consideration column are calculated based on the
actual exercise prices underlying the related options, as opposed to the weighted average
exercise price per share of vested and unvested options. 17




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Compensation Events for 2007
  Retirement
  Compensation for Directors
  Annual Retainer Fees.
 Chairmen Fees.
 Special Committee Fees.
 Stock Option Grants.
  Beneficial Ownership Requirements.
 Employee Directors.
 18




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##### Table of Contents



Fees Earned or PaidName of Director
    
    in Cash (1)
    
    Option Awards (2)
    
    TotalJock Patton,
Non-Executive
Chairman
    
    $
    203,000
    
    
    $
    55,750
    
    
    $
    258,750Karl Eller
    
    $
    39,000
    
    
    $
    55,750
    
    
    $
    94,750Alphonse E. Frei
    
    $
    58,000
    
    
    $
    56,608
    
    
    $
    114,608David Goldman
    
    $
    99,250
    
    
    $
    61,473
    
    
    $
    160,723Paul M. Mecray III
    
    $
    83,000
    
    
    $
    55,750
    
    
    $
    138,750Jerry Moyes
    
    $
    26,000
    
    
    
    
    
    
    $
    26,000Karen Rasmussen
    
    $
    37,000
    
    
    $
    56,608
    
    
    $
    93,608
 
 (1)
    
    This column represents the amount of cash compensation earned in 2006 for Board and
committee services.(2)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2006 fiscal year for the fair value of stock options previously
granted to each of the non-employee director. The fair value was estimated using the
Black-Scholes option-pricing model in accordance with SFAS 123R. No options were granted to
non-employee directors in 2006. For information on the valuation assumptions with respect to
grants made prior to 2006, refer to the note on Stockholders Equity information for the Swift
Transportation Co., Inc. financial statements in the Original Filing. The amounts in this
column reflect the Companys accounting expense for these awards, and do not correspond to
actual value that will be recognized by the non-employee director. The following non-employee
directors have outstanding option awards at 2006 fiscal year-end: Mr. Patton (27,000), Mr.
Eller (27,000), Mr. Frei (25,000), Mr. Goldman (28,000), Mr. Mecray (27,000) and Ms. Rasmussen
(25,000). Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  19




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##### Table of Contents



Shares BeneficiallyName and Address of Beneficial Owner(1)
    

Owned(13)
    
    Percent OwnedJerry Moyes
    
    
    20,304,916
    (2)
    
    
    27.01
    %Robert W. Cunningham
    
    
    609,439
    (3)
    
    
    *Samuel C. Cowley
    
    
    106,640
    (4)
    
    
    *Glynis Bryan
    
    
    106,864
    (5)
    
    
    *Barbara Kennedy
    
    
    40,515
    (12)Mark A. Martin
    
    
    90,767
    (6)
    
    
    *Jeffrey Riley
    
    
    57,448
    (7)
    
    
    *Richard Stocking
    
    
    49,500
    (8)
    
    
    *Jock Patton
    
    
    24,200
    (9)
    
    
    *Karl Eller
    
    
    22,200
    (9)
    
    
    *Alphonse E. Frei
    
    
    23,875
    (10)
    
    
    *David Goldman
    
    
    19,800
    (11)
    
    
    *Paul M. Mecray III
    
    
    30,582
    (9)
    
    
    *Karen E. Rasmussen
    
    
    15,000
    (10)
    
    
    *Moyes Childrens Limited Partnership
    
    
    8,995,832
    (2)
    
    
    11.97
    %Goldman Sachs Asset Management
    
    
    3,866,420
    
    
    
    5.14
    %All Directors and Named Executive
Officers as a group (14 persons)
    
    
    21,501,746
    
    
    
    28.21
    %
 
 *
    
    Represents less than 1% of the Companys outstanding Common Stock.(1)
    
    The address of each officer and director, except Jerry Moyes is c/o Swift Transportation Co.,
Inc., 2200 South 75th Avenue, Phoenix, AZ 85043. The address of Jerry Moyes is 2710 E. Old
Tower Road, Phoenix, AZ 85034. The address for Michael Moyes is 2710 E. Old Tower Road,
Phoenix, Arizona 85034. The address of Goldman Sachs Asset Management is 32 Old Slip, New
York, NY 10005. Information with respect to Goldman Sachs Asset Management is based upon
statements on Schedule 13G filed by such entity with the Securities and Exchange Commission on
February 12, 2007.(2)
    
    The shares beneficially owned by Jerry Moyes are held by him, as follows: (i) 19,731,814
shares are held as a co-trustee of The Jerry and Vickie Moyes Family Trust Dated 12/11/87,
(ii) 39,852 shares are held by Jerry Moyes individually, (iii) 33,750 shares are held by VJM
Investments, LLC, a limited liability company in which Mr. Moyes has controlling interest,
(iv) 492,500 shares are held by SME Industries, Inc. of which Jerry Moyes is the majority
shareholder, and (v) 7,000 shares are held in Jerry Moyes individual retirement account. The
shares shown for Jerry Moyes do not include the 8,995,832 shares held by the Moyes Childrens
Limited Partnership, of which Michael Moyes is the general partner, and has sole investment
and voting power over the limited partnership.(3)
    
    Includes options to purchase 510,000 shares exercisable within 60 days of April 30, 2007.(4)
    
    Includes options to purchase 104,500 shares exercisable within 60 days of April 30, 2007.(5)
    
    Includes options to purchase 105,500 shares exercisable within 60 days of April 30, 2007.(6)
    
    Includes options to purchase 89,500 shares exercisable within 60 days of April 30, 2007.(7)
    
    Includes options to purchase 42,750 shares exercisable within 60 days of April 30, 2007.(8)
    
    Includes options to purchase 49,500 shares exercisable within 60 days of April 30, 2007.(9)
    
    Includes options to purchase 17,200 shares exercisable within 60 days of April 30, 2007.(10)
    
    Includes options to purchase 15,000 shares exercisable within 60 days of April 30, 2007.(11)
    
    Includes options to purchase 18,800 shares exercisable within 60 days of April 30, 2007.(12)
    
    Includes options to purchase 37,500 shares exercisable within 60 days of April 30, 2007.(13)
    
    The reported holdings in this table do not reflect options to
acquire shares unless such options are exercisable within
60 days of April 25, 2007. Unvested options that will be
cancelled upon completion of the merger (which is contingent upon the
satisfaction of a variety of closing conditions) and upon the payment
to the holder of the excess, if any, of $31.55 over the exercise
price per share of the common stock such to such option (see
Managements Discussion and Analysis of Financial
Condition and Results of Operations  Overview 
Acquisition by Jerry Moyes in the Original Filing) are not
considered beneficially owned for purposes of this table.  20




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##### Table of Contents



Equity Compensation Plan Information
  Number of
    
    
    
    
    
    
    Number ofsecurities to be
    
    
    Weighted-
    
    
    securitiesissued upon
    
    
    average exercise
    
    
    remainingexercise of
    
    
    price of
    
    
    available foroutstanding
    
    
    outstanding
    
    
    future issuanceoptions,
    
    
    options,
    
    
    under equitywarrants and
    
    
    warrants and
    
    
    compensationPlan category
    
    rights
    
    
    rights
    
    
    plansEquity
compensation plans
approved by
security holders
    
    
    3,422,386
    
    
    $
    19.78
    
    
    
    7,861,117
    (1)Equity
compensation plans
not approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    3,422,386
    
    
    $
    19.78
    
    
    
    7,861,117
 
 (1)
    
    Of these shares, 3,164,340 remain available for purchase under the 1994 Employee Stock
Purchase Plan. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
    21




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##### Table of Contents




    
    Two privately held trucking companies affiliated with Jerry Moyes hire Swift for truckload
hauls for their customers: Central Freight Lines, Inc. (Central Freight), a less-than
truckload carrier and Central Refrigerated Service, Inc. (Central Refrigerated), a
refrigerated truckload carrier. Jerry Moyes, certain of his family members and certain of
their respective affiliates beneficially owned approximately 40% of Central Freight throughout
2005, and, in November 2006, Mr. Moyes and certain of his affiliates acquired the remaining
outstanding stock of Central. Swift also provides repair, facilities leases and other truck
stop services to Central Freight and Central Refrigerated. Swift recognized $5.4 million in
operating revenue in 2006 for these services to Central Freight and Central Refrigerated. At
December 31, 2006, $31,000 was owed to Swift for these services.
    
    Swift provides freight services for two additional companies affiliated with Jerry Moyes 
SME Industries and Aloe Splash/Aloe Splash DIP with total operating revenues of $27,000
recognized for year ended December 31, 2006. At December 31, 2006, no amounts were owed to
Swift for these services.
     
 Item 14. Principal Accountant Fees and Services
 Principal Accountant Fees and Services
 Audit Fees.
 Audit-Related Fees.
 22




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##### Table of Contents



Tax Fees.
 All Other Fees.
 Pre-Approval Policy For Audit And Non Audit Fees
    .
 23




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (b) Exhibits
  Exhibit No.
    
    Description of Document31.1
    
    Rule 13(a)-14(a) Certificate of Robert W. Cunningham, Chief Executive
Officer and President31.2
    
    Rule 13(a)-14(a) Certificate of Glynis A. Bryan, Chief Financial Officer
 24




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##### Table of Contents



SIGNATURES
 th
 SWIFT TRANSPORTATION CO., INC., 
a Nevada corporationBy
    /s/  Robert W. CunninghamRobert W. CunninghamChief Executive Officer and
President  Signature
    
    Title
    
    Date/s/ Jock Patton

Jock Patton
    
    Chairman
of the Board
    
    April 30, 2007/s/ Robert W. Cunningham

Robert W. Cunningham
    
    Chief Executive Officer, President
and Director (Principal Executive
Officer)
    
    April 30, 2007/s/ Glynis A. Bryan

Glynis A. Bryan
    
    Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
    
    April 30, 2007/s/ Samuel C. Cowley

Samuel C. Cowley
    
    Executive Vice President,
General Counsel, and Director
    
    April 30, 2007/s/ Bryan R. Schumaker

Bryan R. Schumaker
    
    Vice President, Corporate Controller
(Principal Accounting Officer)
    
    April 30, 2007/s/ Karl Eller

Karl Eller
    
    Director
    
    April 30, 2007/s/ Alphonse E. Frei

Alphonse E. Frei
    
    Director
    
    April 30, 2007/s/ David Goldman

David Goldman
    
    Director
    
    April 30, 2007/s/ Paul M. Mecray III

Paul M. Mecray III
    
    Director
    
    April 30, 2007/s/ Karen E. Rasmussen

Karen E. Rasmussen
    
    Director
    
    April 30, 2007
 25