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 June 30, 2004

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 x No o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (August 4, 2004)

Common stock, $.001 par value: 79,949,023 shares

PART I

FINANCIAL INFORMATION


		Page
		Number

Item 1.	Financial Statements
	Consolidated Balance Sheets as of June 30, 2004 (unaudited) and December 31, 2003		3-4
	Consolidated Statements of Earnings (unaudited) for the Three and Six Month Periods Ended June 30, 2004 and 2003		5
	Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six Month Periods Ended June 30, 2004 and 2003		6
	Consolidated Statements of Stockholders’ Equity (unaudited) for the Six Month Period Ended June 30, 2004		7
	Consolidated Statements of Cash Flows (unaudited) for the Six Month Periods Ended June 30, 2004 and 2003		8-9
	Notes to Consolidated Financial Statements		10-12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13-20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		20
Item 4.	Controls and Procedures		20

PART II

OTHER INFORMATION
Items 1, 3 and 5.	Not applicable
Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		22
Item 4.	Submission of Matters to a Vote of Security Holders		22
Item 6.	Exhibits and Reports on Form 8-K		23
Exhibit 10.23
Exhibit 10.24
Exhibit 31.1
Exhibit 31.2
Exhibit 32
Exhibit 99

PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)


			June 30,		December 31,
			2004		2003

			(unaudited)
Assets
Current assets:
	Cash		$	640	$	19,055
	Accounts receivable, net			303,410		289,924
	Equipment sales receivable			2,645		5,998
	Inventories and supplies			12,230		17,570
	Prepaid taxes, licenses and insurance			26,275		21,851
	Assets held for sale			3,376
	Deferred income taxes			9,737		3,133

		Total current assets		358,313		357,531

Property and equipment, at cost:
	Revenue and service equipment			1,630,588		1,580,581
	Land			74,919		70,107
	Facilities and improvements			264,408		259,379
	Furniture and office equipment			82,267		76,897

		Total property and equipment		2,052,182		1,986,964
	Less accumulated depreciation and amortization			678,976		636,059

		Net property and equipment		1,373,206		1,350,905

Investment in Transplace				1,411		3,079
Notes receivable from Trans-Mex						15,166
Deferred legal fees				4,178		8,416
Other assets				19,902		21,078
Customer relationship intangible, net				42,844		39,535
Goodwill				56,188		25,233

			$	1,856,042	$	1,820,943

Continued

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)


			June 30,			December 31,
			2004			2003

			(unaudited)
Liabilities and Stockholders’ Equity
Current liabilities:
	Accounts payable		$	82,180		$	63,898
	Accrued liabilities			83,097			68,509
	Current portion of claims accruals			100,824			86,637
	Current portion of long-term debt			4,089			4,573
	Current portion of obligations under capital leases			21,058			14,047
	Fair value of operating lease guarantees			1,865			2,156
	Securitization of accounts receivable			175,000			142,000

		Total current liabilities		468,113			381,820

Borrowings under revolving credit agreement				10,000			30,000
Senior Notes				200,000			200,000
Long-term debt, less current portion				3,331			6,847
Obligations under capital leases				9,928			21,047
Claims accruals, less current portion				77,803			73,800
Deferred income taxes				265,393			254,951
Fair value of interest rate swaps				5,440			7,863
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; 92,811,397 and 91,379,776 shares issued at June 30, 2004 and December 31, 2003, respectively		93			91
	Additional paid-in capital			324,021			291,095
	Retained earnings			703,839			662,851
	Treasury stock, at cost (13,174,956 and 7,438,077 shares at June 30, 2004 and December 31, 2003, respectively)			(211,321	)		(108,760	)
	Accumulated other comprehensive income and other			(598	)		(662	)

		Total stockholders’ equity		816,034			844,615

Commitments and contingencies
			$	1,856,042		$	1,820,943

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Consolidated Statements of Earnings

(unaudited)

(In thousands, except per share data)



			Three Months Ended						Six Months Ended
			June 30,						June 30,

			2004			2003			2004			2003

Operating revenue			$	691,032		$	584,909		$	1,313,406		$	1,136,212
Operating expenses:
	Salaries, wages and employee benefits			235,942			217,260			470,652			421,655
	Operating supplies and expenses			63,335			55,016			130,270			113,155
	Fuel			103,997			75,869			192,971			160,579
	Purchased transportation			120,677			100,083			228,230			191,337
	Rental expense			20,956			18,344			41,800			39,009
	Insurance and claims			21,582			25,551			46,824			48,041
	Depreciation and amortization			43,218			39,379			84,078			73,733
	Communication and utilities			7,368			6,797			15,164			13,737
	Operating taxes and licenses			14,459			11,908			29,259			21,919

		Total operating expenses		631,534			550,207			1,239,248			1,083,165

Operating income				59,498			34,702			74,158			53,047
Other (income) expenses:
	Interest expense			1,465			4,583			7,471			8,515
	Interest income			(507	)		(138	)		(640	)		(296	)
	Other			3,800			(644	)		2,251			(420	)

		Other (income) expenses, net		4,758			3,801			9,082			7,799

Earnings before income taxes				54,740			30,901			65,076			45,248
Income taxes				20,156			11,740			24,088			17,190

Net earnings			$	34,584		$	19,161		$	40,988		$	28,058

Basic earnings per share			$	.43		$	.23		$	.50		$	.34

Diluted earnings per share			$	.43		$	.23		$	.49		$	.33

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(unaudited)

(In thousands)



		Three Months Ended						Six Months Ended
		June 30,						June 30,

		2004			2003			2004		2003

Net earnings		$	34,584		$	19,161		$	40,988	$	28,058
Other comprehensive income (loss):
	Net derivative loss on cash flow hedge, net of tax effect of $432					(706	)				(706	)
	Reclassification of derivative loss on cash flow hedge into net earnings, net of tax effect of $14 and $28		22						45
	Foreign currency translation		(169	)					19

Comprehensive income		$	34,437		$	18,455		$	41,052	$	27,352

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(unaudited)

(In thousands, except share data)


												Accumulated
	Common Stock											Other
					Additional							Comprehensive			Total
			Par		Paid-In		Retained		Treasury			Income and			Stockholders’
	Shares		Value		Capital		Earnings		Stock			Other			Equity

Balances, December 31, 2003		91,379,776	$	91	$	291,095	$	662,851	$	(108,760	)	$	(662	)	$	844,615
Issuance of common stock under stock option and employee stock purchase plans		489,466		1		5,689										5,690
Income tax benefit arising from the exercise of stock options						2,768										2,768
Amortization of deferred compensation						4,308										4,308
Issuance of common stock for acquisition of Trans-Mex		942,155		1		20,161										20,162
Reclassification of cash flow hedge to interest expense													45			45
Purchase of 5,736,879 shares of treasury stock										(102,561	)					(102,561	)
Foreign currency translation													19			19
Net earnings								40,988								40,988

Balances, June 30, 2004		92,811,397	$	93	$	324,021	$	703,839	$	(211,321	)	$	(598	)	$	816,034

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

(In thousands)



					Six Months Ended June 30,

					2004			2003

Cash flows from operating activities:
	Net earnings				$	40,988		$	28,058
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization				85,051			73,627
		Deferred income taxes				3,838			12,496
		Income tax benefit arising from the exercise of stock options				2,768
		Provision for losses on accounts receivable				1,050			2,993
		Amortization of deferred compensation				4,308			701
		Change in market value of interest rate swaps				(2,423	)		1,082
		Amortization of deferred legal fees				4,238			4,238
		Gain on sale of non revenue equipment				(2,266	)
		Impairment of property and note receivable				4,340
		Increase (decrease) in cash resulting from changes in:
			Accounts receivable			(10,177	)		(7,615	)
			Inventories and supplies			5,360			4,226
			Prepaid expenses			(4,486	)		(2,371	)
			Other assets			767			(3,628	)
			Accounts payable, accrued liabilities and claims accruals			37,076			13,802

				Net cash provided by operating activities		170,432			127,609

Cash flows from investing activities:
	Proceeds from sale of property and equipment					54,477			15,219
	Capital expenditures					(150,348	)		(126,692	)
	Proceeds from sale of assets held for sale					5,870			3,760
	Repayment of note receivable								770
	Notes receivable								(1,300	)
	Payment for purchase of Trans-Mex					(10,810	)
	Payments received on equipment sale receivables					5,997			10,965

				Net cash used in investing activities		(94,814	)		(97,278	)

Continued

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

(In thousands)



			Six Months Ended June 30,

			2004			2003

Cash flows from financing activities:
	Issuance of Senior Notes						200,000
	Repayments of long-term debt and capital leases			(10,199	)		(31,910	)
	Borrowings under line of credit						120,800
	Repayments of borrowings under line of credit			(20,000	)		(121,400	)
	Change in borrowings under accounts receivable securitization			33,000			(142,000	)
	Purchases of treasury stock			(102,561	)		(18,869	)
	Accumulated other comprehensive loss			45			(1,138	)
	Proceeds from issuance of common stock under stock option and stock purchase plans			5,663			5,905

		Net cash provided by (used in) financing activities		(94,052	)		11,388

Effect of exchange rate changes on cash				19
Net increase (decrease) in cash				(18,415	)		41,719
Cash at beginning of period				19,055			7,930

Cash at end of period			$	640		$	49,649

Supplemental disclosure of cash flow information:
	Cash paid during the period for:
		Interest	$	9,804		$	6,793

		Income taxes	$	3,075		$	12,241

Supplemental schedule of noncash investing and financing activities:
		Equipment sales receivables	$	2,645		$	676

		Stock issued in acquisition of Trans-Mex	$	20,162

		Accrual of additional Merit acquisition cost	$	5,000

		Accrual of revenue equipment purchases	$	8,967

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Notes to 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, 2003. 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 stock compensation plans. Accordingly, no compensation cost has been recognized for its Employee Stock Purchase Plan as it qualifies under Section 423 of the U.S. Internal Revenue Code, which permits discounts of up to 15 percent for a qualified employee stock purchase plan. The compensation cost that has been charged against income for its Fixed Stock Option Plans was $581,000 and $349,000 for the three months ended June 30, 2004 and 2003, respectively and $4.3 million and $701,000 for the six months ended June 30, 2004 and 2003, 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						Six Months Ended
		June 30,						June 30,

		2004			2003			2004			2003

Net earnings (in thousands)	As Reported	$	34,584		$	19,161		$	40,988		$	28,058
	Add: Compensation expense, using intrinsic method, net of tax		363			216			2,692			435
	Deduct: Compensation expense, using fair value method, net of tax		(2,368	)		(1,564	)		(5,719	)		(2,507	)

	Pro forma	$	32,579		$	17,813		$	37,961		$	25,986

Basic earnings per share	As Reported	$	.43		$	.23		$	.50		$	.34

	Pro forma	$	.41		$	.21		$	.46		$	.31

Diluted earnings per share	As Reported	$	.43		$	.23		$	.49		$	.33

	Pro forma	$	.40		$	.21		$	.46		$	.31

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Pro forma net earnings reflect only options granted in 1995 through June 30, 2004. 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.


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

As of June 30, 2004, the Company has identified two properties as assets held for sale, which are stated at the lower of depreciated cost or fair value less costs to sell. The Company expects to dispose of these two properties within twelve months and does not expect any material loss on these dispositions.


Note 5.	Borrowings Under Revolving Credit Agreement

In June 2004, the Company extended and expanded its existing $300 million revolving line of credit, which was scheduled to mature in November 2005. The revised facility is a $550 million revolving credit agreement with a group of 17 banks. The credit agreement has a five year term and allows for LIBOR based borrowings and letters of credit.


Note 6.	Stock Repurchase Program

The Company purchased 5,736,879 shares of its common stock for a total cost of $103 million during the first six months of 2004. The Company may repurchase up to an additional $37 million of its common stock under the current authorization established by the Board of Directors.


Note 7.	Earnings Per Share

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



	Three Months Ended				Six Months Ended
	June 30,				June 30,

	2004		2003		2004		2003


	(In thousands, except per share amounts)
Net earnings	$	34,584	$	19,161	$	40,988	$	28,058

Weighted average shares:
Common shares outstanding for basic earnings per share		80,217		83,031		82,077		83,403
Equivalent shares issuable upon exercise of stock options		718		1,117		887		1,056

Diluted shares		80,935		84,148		82,964		84,459

Basic earnings per share	$	.43	$	.23	$	.50	$	.34

Diluted earnings per share	$	.43	$	.23	$	.49	$	.33

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)


Note 8.	Acquisition of Trans-Mex

In January 2004 we completed the acquisition of an additional 51% interest in Trans-Mex, Inc. S.A. de C.V. We now own 100% of this Mexican truckload carrier. The purchase price for this 51% interest was $31 million consisting of $10.8 million in cash and 942,155 shares of Swift common stock. Trans-Mex is one of the top five international trucking companies operating in Mexico. Through this acquisition, we become the only United States trucking company with a 100% ownership interest in a Mexican carrier. The results of Trans-Mex operations have been included in our consolidated financial statements since January 1, 2004.

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


Goodwill	$	30,955
Revenue equipment		7,093
Other assets		2,433
Liabilities assumed		(9,319	)

Purchase price	$	31,162

Management believes the goodwill will be deductible for tax purposes.

The results of operations for the three and six month periods ended June 30, 2004 and 2003 as though the Trans-Mex acquisition had been completed as of the beginning of each respective period are as follows (in thousands, except per share amounts):



	Three Months Ended				Six Months Ended
	June 30,				June 30,

	2004		2003		2004		2003

Revenue	$	691,032	$	587,623	$	1,313,406	$	1,141,503
Net earnings	$	34,584	$	19,022	$	40,988	$	28,166
Diluted earnings per share	$	.43	$	.23	$	.50	$	.33

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 revenue, income, or loss, capital expenditures, plans for future operations, financing needs or plans, the impact of inflation, the ultimate outcome and impact of litigation and governmental investigations against the Company, the deductibility of goodwill for tax purposes, the impact of the Department of Transportation’s revised regulations with respect to maximum daily drive time, our plans with respect to our vehicle replacement program, the sufficiency of our capital resources and plans relating to the foregoing.

Statements in Exhibit 99 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 fleet of truckload carrier equipment 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 the number of miles between pickup and delivery. Our fleet of tractors and trailers is as follows:


			June 30,		December 31,		June 30,
			2004		2003		2003

Tractors:*
	Company
		Owned		9,723		9,339		8,249
		Leased		4,697		5,005		4,790

		Total company		14,420		14,344		13,039
	Owner-operator			3,631		3,692		3,307

	Total			18,051		18,036		16,346

Average tractors*				16,924		15,969		15,457

Trailers				50,501		50,489		48,698

* Total tractors owned and leased include tractors being prepared for service and tractors waiting to be returned under lease or resold at the end of our replacement program. Average tractors is calculated on a monthly basis and represents tractors available for dispatch during the quarter or year, respectively.

Our tractors are either owned by us or financed under leases. Prior to 2003, our fleet operated on a three-year cycle for many years. Generally, this means that we traded a tractor for a new tractor every three years. After evaluating the 2002 tractor engines, which were designed to the emissions standards mandated by the U.S. Environmental Protection Agency (EPA) that became effective on October 1, 2002, we decided to

operate the majority of our equipment for a minimum of four years. Furthermore, we may operate some equipment for five years depending upon mileage and use of equipment.

The owner-operators own their tractor and are responsible for operating costs (for example, fuel and maintenance). The owner-operators operate under our authority and are generally compensated based upon miles. We believe the owner-operators provide us with a noticeably higher return on our invested assets because owner-operators incur the cost of acquiring the equipment.

Trucking revenue is revenue from freight hauled by 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 result in an increase in 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 result in an increase in 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. We are also compensated, in some instances, for accessorial charges such as loading and unloading freight for our customers.

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.

The Federal Motor Carrier Safety Administration (“FMCSA”) recently revised their Hours-of-Service (“HOS”) regulations to increase the maximum daily drive time from 10 to 11 hours, but no longer allow for breaks in the on-duty period. We believe that productivity losses could occur as a result of these regulations. In such situations, we expect to seek compensation from the shippers and in turn 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. In July 2004, the United States Court of Appeals for the District of Columbia Circuit issued a decision vacating the new HOS rules. Under the Court’s rules, FMCSA has 45 days to seek a rehearing. FMCSA officials have announced that they will continue enforcing the new HOS rules during this period.

We believe our operating cost structure is evenly divided between fixed costs, such as overhead, and variable costs, such as driver wages, purchased transportation and fuel. Therefore, an increase in revenue will generally improve our financial results through a reduction in our operating ratio.

Our safety rating has always been and continues to be satisfactory, the highest rating given by Federal Motor Carrier Safety Administration (FMCSA). A compliance review by the Arizona division of the FMCSA has resulted in a proposed safety rating of conditional. We filed a petition for a stay of the effective date of the proposed safety rating pending a review, which is provided for under the FMCSA regulations. The FMCSA granted our petition for a stay.

The compliance review also resulted in the assessment of civil penalties in the amount of $37,440 against Swift. Swift has challenged the alleged violations and civil penalties and on June 16, 2004 the FMCSA assigned the civil penalties assessment to the Office of Hearings for review and issuance of a decision. According to the FMCSA, because the civil penalties review involves many of the same issues present in the petition for administrative review of the proposed safety rating, a decision on the proposed safety rating will be issued following a final decision in the civil penalties review.

Although the scope of the compliance review involved many areas within the authority of the FMCSA, there is only one issue in dispute. This area involves the accuracy of the documentation of driving logs maintained by our drivers and owner operators.

We anticipate a positive outcome. We have always maintained safety as a top priority and have a comprehensive internal audit program for review of driver log compliance. In addition, we regulate the speed of our tractors and vigorously enforce a company speed limit that is lower than many state highway speed limits. No operational safety issues have been raised by the FMCSA compliance review.

As we previously disclosed, the Securities and Exchange Commission (the “SEC”) has commenced an informal inquiry of selected purchases of our stock. We have cooperated with the SEC in this matter and intend to continue to fully cooperate. We are in the process of producing documents and information requested by the SEC. We cannot predict when this investigation will be completed, or its outcome. If the SEC makes a determination that we have violated Federal securities laws, we may face sanctions, including, but not limited to, monetary penalties and injunctive relief.

RESULTS OF OPERATIONS FOR THREE AND

SIX MONTHS ENDED JUNE 30, 2004 AND 2003

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



			Three Months Ended						Six Months Ended
			June 30,						June 30,

			2004			2003			2004			2003

Operating revenue				100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
	Salaries, wages and employee benefits			34.1			37.1			35.8			37.1
	Operating supplies and expenses			9.2			9.4			9.9			10.0
	Fuel			15.0			13.0			14.7			14.1
	Purchased transportation			17.5			17.1			17.4			16.9
	Rental expense			3.0			3.2			3.2			3.4
	Insurance and claims			3.1			4.4			3.6			4.2
	Depreciation and amortization			6.3			6.7			6.4			6.5
	Communications and utilities			1.1			1.2			1.2			1.2
	Operating taxes and licenses			2.1			2.0			2.2			1.9

		Total operating expenses		91.4			94.1			94.4			95.3

Operating income				8.6			5.9			5.6			4.7
Interest expense				.2			.8			.5			.7
Interest income							(.1	)
Other				.5			(.1	)		.1

Earnings before income taxes				7.9			5.3			5.0			4.0
Income taxes				2.9			2.0			1.9			1.5

Net earnings				5.0	%		3.3	%		3.1	%		2.5	%

Our net earnings increased from $19.2 million in the second quarter of 2003 to $34.6 million in the second quarter of 2004 and from $28.1 million in the first six months of 2003 to $41.0 million in the first six months of 2004. This increase was mainly driven by a 15.8% and 14.4% increase in operating revenue, net of fuel surcharge revenue for the quarter and six months, respectively. The increase in revenue was driven by rate increases and revenue from the Merit Distribution Services, Inc. acquisition, which allowed additional absorption of our fixed costs and increased operating income. Furthermore, the second quarter 2004 results include an adjustment of $4.3 million to reduce two properties held for sale and a note receivable to estimated net realizable value. The first six months of 2004 also include a $3.9 million expense for the cost of the voluntary early retirement program offset by a $2.4 million gain from the sale of property.

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						Six Months Ended
	June 30,						June 30,

	2004			2003			2004			2003

Trucking revenue	$	633,585		$	540,735		$	1,214,779		$	1,049,582
Fuel surcharge revenue		40,572			23,391			66,560			46,517
Other revenue		16,875			20,783			32,067			40,113

Operating revenue	$	691,032		$	584,909		$	1,313,406		$	1,136,212

Miles per tractor per week		2,184			2,184			2,107			2,123
Trucking revenue per loaded mile	$	1.5143		$	1.4439		$	1.5068		$	1.4344
Deadhead percentage		12.93	%		14.68	%		13.09	%		14.24	%

Our trucking revenue increased 17.2% ($92.8 million) in the second quarter of 2004 compared to the second quarter of 2003, including approximately 7% from the acquisition of Merit Distribution Services, Inc., as we improved our revenue per loaded mile and deadhead percentage and utilization remained constant. The trend was similar in the six months ended June 30, 2004 compared to the same period in 2003 as trucking revenue increased 15.7% ($165.2 million), including approximately 7% from the acquisition of Merit Distribution Services, Inc., as revenue per loaded mile and deadhead percentage improved while utilization decreased slightly.

Other revenue decreased in the three and six months ended June 30, 2004 compared to the same periods in 2003 as the revenue from freight moved by Trans-Mex was reclassified to trucking revenue upon our acquisition of 100% of Trans-Mex.

OPERATING EXPENSES

Our most significant operating costs are salaries, wages and employee benefits, fuel and purchased transportation. Our salaries, wages and employee benefits were 34.1% and 37.1% of operating revenue ($235.9 million and $217.3 million) in the second quarter of 2004 and 2003, respectively. After adjusting for the increase in fuel surcharge revenue, this percentage decreased to 36.3% in the second quarter of 2004 compared to 38.7% in the second quarter of 2003, primarily due to an increase in absorption of fixed costs through higher operating revenue and a slight decrease in fixed overhead headcount.

Salaries, wages and employee benefits were 35.8% and 37.1% of operating revenue ($470.7 million and $421.7 million) for the six months ended June 30, 2004 and 2003. After adjusting for the increase in fuel surcharge revenue, this percentage decreased to 37.7% for the six months ended June 30, 2004 compared to 38.7% for the same period in 2003 primarily due to the absorption of fixed costs noted above offset by a $3.9 million expense relating to the voluntary early retirement plan we implemented in the first quarter of 2004.

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 15.0% and 13.0% of operating revenue ($104.0 million and $75.9 million) in the second quarter of 2004 and 2003, respectively and 14.7% and 14.1% of operating revenue ($193.0 million and $160.6 million) in the first six months of 2004 and 2003, respectively. This percentage is primarily affected by fuel prices. Our average fuel cost per gallon was $1.62 and $1.33, in the second quarter of 2004 and 2003, respectively and $1.56 and $1.42, in the first six months of 2004 and 2003, 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 17.5% and 17.1% of operating revenue ($120.7 million and $100.1 million) in the second quarter of 2004 and 2003, respectively and 17.4% and 16.9% of operating revenue ($228.2 million and $191.3 million) for the six months ended June 30, 2004 and 2003, respectively. This percentage increased as our owner operator fleet increased from 3,307 at June 30, 2003 to 3,631 at June 30, 2004 as well as an increase in the miles run by our owner operator fleet as a percentage of total miles.

Insurance and claims was 3.1% and 4.4% of operating revenue ($21.6 million and $25.6 million) in the second quarter of 2004 and 2003, respectively and 3.6% and 4.2% of operating revenue ($46.8 million and $48.0 million) for the six months ended June 30, 2004 and 2003, respectively. 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 Annual Report, we entered into a settlement agreement with our insurance company that carries a portion of our transportation liability insurance. 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 have been 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 3.0% and 3.2% of operating revenue ($21.0 million and $18.3 million) in the second quarter of 2004 and 2003, respectively and 3.2% and 3.4% of operating revenue ($41.8 million and $39.0 million) for the six months ended June 30, 2004 and 2003, respectively. The dollar increase is primarily due to additional trailer lease cost while the percentage has decreased as an increase in operating revenue has absorbed more of this fixed cost.

Depreciation expense was 6.3% and 6.7% of operating revenue ($43.2 million and $39.4 million) in the second quarter of 2004 and 2003, respectively and 6.4% and 6.5% of operating revenue ($84.1 million and $73.7 million) for the six months ended June 30, 2004 and 2003, respectively. The dollar increase is primarily due to additional tractors while the percentage has decreased as an increase in operating revenue has absorbed more of this fixed cost.

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						Six Months Ended
	June 30,						June 30,

	2004			2003			2004			2003

Gain (loss) on sale of leased tractors	$	(649,000	)	$	(59,000	)	$	(737,000	)	$	(103,000	)
Gain (loss) on sale of owned tractors	$	(293,000	)	$	(586,000	)	$	224,000		$	(1,168,000	)

OTHER EXPENSES

Our largest pre-tax non-operating expense is interest. Our combined debt balance including the operating line of credit, Senior Notes, accounts receivable securitization, capital leases and other debt, was $423 million, $419 million and $427 million at June 30, 2004, December 31, 2003 and June 30, 2003, respectively.

As shown below, our interest expense (in thousands), net of the impact of the derivative agreements, increased in 2004. 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. In addition, our average debt balance during the quarter and six months ended June 30, 2004 was higher than the same period in 2003 as we repurchased 5,736,879 shares of our common stock for a total cost of $103 million and paid $10.8 million of the purchase price in cash for the acquisition of Trans-Mex.



	Three Months Ended					Six Months Ended
	June 30,					June 30,

	2004		2003			2004		2003

Interest expense	$	1,465	$	4,583		$	7,471	$	8,515
Derivative agreements impact		3,502		(1,182	)		2,423		(1,082	)

Interest expense, net of derivative agreements	$	4,967	$	3,401		$	9,894	$	7,433

In January 2004, we sold a property for $5.9 million, net of expenses, and recognized a gain of $2.4 million. In June 2004, we adjusted the carrying value of two properties and a note receivable to our current estimate of the net realizable value of these assets and recognized a loss of $4.3 million. All of these transactions are included within the Other Income line on the Consolidated Statements of Earnings.

LIQUIDITY AND CAPITAL RESOURCES

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


	Six Months			Six Months
	Ended			Ended
	June 30, 2004			June 30, 2003

Net cash provided by operating activities	$	170,432		$	127,609
Net cash used in investing activities	$	(94,814	)	$	(97,278	)
Net cash provided by (used in) financing activities	$	(94,052	)	$	11,388

Our cash provided by operating activities increased to $170.4 million in the first six months of 2004 compared to $127.6 million in 2003 as our earnings increased from $28.1 million to $41.0 million and our accounts payable, accrued liabilities and claims accruals increased in 2004 by $37.1 million versus $13.8 million in 2003. In addition, our depreciation and amortization increased by $11.4 million in 2004 compared to 2003. A decrease in our inventories and supplies, due to book to physical and valuation adjustments, increased cash provided by operations by $5.8 million in 2004 versus 2003 while deferred income taxes increased cash from operations by $3.8 million in 2004 compared to $12.5 million in 2003.

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 $95.9 million and $111.5 million in the first six months of 2004 and 2003, respectively. In addition, we expended $10.8 million for the acquisition of Trans-Mex in 2004.

Regarding our financing activities, we repurchased $102.6 million of our common stock in 2004 versus $18.9 million in 2003. Also, in the first six months of 2003 we issued $200 million of Senior Notes and repaid $174 million of debt (including capital leases and securitization).

As of June 30, 2004 and December 31, 2003 we had a working capital deficit of $109.8 million and $24.3 million, respectively. 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 June 30, 2004, we had $10.0 million of borrowings and $163.1 million of letters of credit outstanding on our $550 million line of credit, leaving $376.9 million in borrowing capacity available. 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 and Senior Notes require 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). As of June 30, 2004, we are in compliance with these debt covenants.

Our accounts receivable securitization allows us to sell up to $200 million of our eligible trade accounts receivable to a financial institution. As of June 30, 2004, we had received sales proceeds of $175 million.

As of June 30, 2004, we had commitments outstanding to acquire replacement and additional revenue equipment for approximately $230 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 six months ended June 30, 2004, we incurred approximately $28.5 million of non-revenue equipment capital expenditures. These expenditures were primarily for facilities and equipment.

We anticipate that we will expend approximately $26 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. 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 ($10 million), capital lease obligations ($15 million with variable interest rates) and accounts receivable securitization ($175 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%). There are no leverage option or prepayment features for the interest rate swaps. 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 $1.3 million.

Interest on outstanding borrowings under our line of credit 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).


ITEM 4.	CONTROLS AND PROCEDURES

The Company carried out an evaluation as of the end of the fiscal quarter 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 to ensure that information required to be

disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. During the Company’s most recent fiscal quarter, there have been no significant changes in the Company’s internal control over financial reporting or other factors that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

PART II. OTHER INFORMATION

ITEMS 1, 3 and 5. Not applicable


ITEM 2:	CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

Purchases of Equity Securities by the Issuer and Affiliated Purchasers


							Maximum
							Number (or
					Total Number		Approximate
					of Shares		Dollar Value) of
					Purchased as		Shares that May
	Total				Part of Publicly		Yet Be
	Number of				Announced		Purchased Under
	Shares		Average Price		Plans or		the Plans or
Period	Purchased		Paid per Share		Programs		Programs

April 1, 2004 to April 30, 2004		361,600	$	16.91		361,600
May 1, 2004 to May 31, 2004		1,197,200	$	15.84		1,197,200
June 1, 2004 to June 30, 2004		193,326	$	18.11		193,326

Total		1,752,126	$	16.31		1,752,126	$	37,439,168

On February 11, 2004 we announced that the Board of Directors authorized us to repurchase up to $100 million of our common stock, subject to criteria established by the Board. On March 23, 2004 we announced that $65 million of stock had been purchased and the Board of Directors authorized us to purchase up to the $100 million limit. The stock may be purchased on the open market or in privately negotiated transactions at any time until February 28, 2005, unless the period is extended by the Board. At its May 20, 2004 meeting, the Board of Directors authorized us to repurchase up to $40 million of our common stock beyond the $100 million authorization previously approved. These purchases may be on the open market or in privately negotiated transactions at any time until May 31, 2005, unless the period is extended by the Board.

Our revolving credit facility and one of our notes payable include limitations on the payment of cash dividends. It is the current intention of management to retain earnings to finance the growth of our business. Future payment of cash dividends will depend upon the financial condition, results of operations, and capital requirements of the Company, as well as other factors deemed relevant by the Board of Directors.


ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s Annual Meeting of Stockholders was held on May 20, 2004. At the Annual Meeting, the stockholders elected Jerry C. Moyes, Alphonse E. Frei and Jock Patton to serve as Directors for three-year terms and Karl Eller and Paul M. Mecray III to serve as Directors for a one-year term. David Goldman, Dale M. Jensen, William F. Riley III and Earl H. Scudder continued as Directors after the meeting. Michael S. Starnes did not stand for reelection. Additionally, the stockholders approved the amendment to The Employee Stock Purchase Plan and the adoption of the Swift Transportation Co., Inc 2004 Executive Management Incentive Plan. Furthermore, the stockholders rejected a proposal regarding the enhancement of diversity considerations in connection with the nomination of directors and a proposal regarding a policy for annual stockholder ratification of the Company’s independent accountants.

Stockholders representing 74,856,647 shares or 92% of the outstanding shares were present in person or by proxy at the Annual Meeting. A tabulation with respect to each nominee and the other proposals follows:


					Votes Against
					or Withheld		Broker
	Votes Cast		Votes For		and Abstentions		Non Votes

Election of Jerry C. Moyes		74,856,647		73,271,326		1,585,321
Election of Alphonse E. Frei		74,856,647		72,240,508		2,616,139
Election of Jock Patton		74,856,647		72,439,171		2,417,476
Election of Karl Eller		74,856,647		72,965,263		1,891,384
Election of Paul M. Mecray III		74,856,647		73,428,801		1,427,846
Approval of amendment to The Employee Stock Purchase Plan		67,445,597		65,630,263		1,815,334		7,411,050
Approval of adoption of the Swift Transportation Co., Inc 2004 Executive Management Incentive Plan		74,856,647		73,507,859		1,348,788
Stockholder proposal regarding the enhancement of diversity considerations in connection with the nomination of directors		67,445,597		4,393,217		63,052,380		7,411,050
Stockholder proposal regarding a policy for annual stockholder ratification of the Company’s independent accountants		67,445,597		33,440,730		34,004,867		7,411,050

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 10.23	—	Amended and Restated Revolving Credit Agreement dated June 24, 2004 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
	Exhibit 10.24	—	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
	Exhibit 10.25	—	Amendment to the Swift Transportation Co., Inc. 1994 Employee Stock Purchase Plan (Incorporated by reference to Exhibit D of the Registrant’s 2004 Proxy Statement)
	Exhibit 10.26	—	2004 Executive Management Incentive Plan (Incorporated by reference to Exhibit E of the Registrant’s 2004 Proxy Statement)
	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	—	Section 1350 Certification of Jerry Moyes and Gary R. Enzor
	Exhibit 99	—	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 June 1, 2004 to disclose certain information relating to purchases of Company stock by the Company and our Chairman and Chief Executive Officer

A Report on Form 8-K was filed on June 10, 2004 to report that (i) the Company had adopted an amended and restated Securities Trading Policy, (ii) our Chairman and Chief Executive Officer had deposited funds representing the deemed profits from certain stock transactions to a trust administered by our independent directors and (iii) that the Securities and Exchange Commission had commenced an informal inquiry of selected purchases and trades of Company stock.

A Report on Form 8-K was filed on July 21, 2004, which furnished, under Item 12, a press release announcing financial results for the three and six months ended June 30, 2004.

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.

/s/ JERRY MOYES

(Signature)

Jerry Moyes

Chairman, President and Chief Executive Officer

Date: August 5, 2004

/s/ GARY R. ENZOR

(Signature)

Gary R. Enzor

Chief Financial Officer

Date: August 5, 2004

INDEX TO EXHIBITS


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 10.23	—	Amended and Restated Revolving Credit Agreement dated June 24, 2004 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
Exhibit 10.24	—	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
Exhibit 10.25	—	Amendment to the Swift Transportation Co., Inc. 1994 Employee Stock Purchase Plan (Incorporated by reference to Exhibit D of the Registrant’s 2004 Proxy Statement)
Exhibit 10.26	—	2004 Executive Management Incentive Plan (Incorporated by reference to Exhibit E of the Registrant’s 2004 Proxy Statement)
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	—	Section 1350 Certification of Jerry Moyes and Gary R. Enzor
Exhibit 99	—	Private Securities Litigation Reform Act of 1995 Safe Harbor Compliance Statement for Forward-Looking Statements

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*	Total tractors owned and leased include tractors being prepared for service and tractors waiting to be returned under lease or resold at the end of our replacement program. Average tractors is calculated on a monthly basis and represents tractors available for dispatch during the quarter or year, respectively.


	SWIFT TRANSPORTATION CO., INC.

	/s/ JERRY MOYES

	(Signature)
	Jerry Moyes
	Chairman, President and Chief Executive Officer


	/s/ GARY R. ENZOR

	(Signature)
	Gary R. Enzor
	Chief Financial Officer