UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

Commission File No. 0-18605

SWIFT TRANSPORTATION CO., INC.

(Exact name of registrant as specified in its charter)

2200 South 75th Avenue Phoenix, AZ 85043

(Address of principal executive offices) (Zip Code)

(602) 269-9700

(Registrant’s telephone number, including area code)

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

None

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

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

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

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

      At June 30, 2004, the aggregate market value of common stock held by non-affiliates of the Registrant was $906,316,422.

      The number of shares outstanding of the Registrant’s common stock on March 7, 2004 was 72,114,346.

DOCUMENTS INCORPORATED BY REFERENCE

      Materials from the Registrant’s Notice and Proxy Statement relating to the 2005 Annual Meeting of Stockholders have been incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.

TABLE OF CONTENTS

PART I

      Swift Transportation Co., Inc., a Nevada corporation headquartered in Phoenix, Arizona, is a holding company for the operating corporations named Swift Transportation Co., Inc. and Swift Transportation Corporation, (collectively referred to as “Swift”, “we”, “our”, “us” or the “Company”). Swift Transportation operates the largest truckload fleet in the United States combining strong regional operations, a transcontinental operation, various specialty and dedicated offerings and an intermodal package. The principal commodities that we transport include retail and discount department store merchandise, manufactured goods, paper products, non-perishable and perishable food products, beverages and beverage containers and building materials. Our fleet of more than 18,500 tractors and 51,700 trailers operates out of 38 major terminals in 28 states and Mexico and travels nearly 40 million miles every week. We operate in predominantly one industry, road transportation, as a truckload motor carrier and thus have only one single reportable segment.

OPERATIONS

      We have developed a network of regional terminals and offices strategically located in areas, which have strong, diverse economies and provide access to key population centers. Our terminal network establishes a local market presence in the regions we serve and enables us to respond more rapidly to our customers’ changing requirements. The terminals are located in close proximity to major customers who provide us with significant traffic volume. This regional network also enables us to enhance driver recruitment and retention by regularly returning drivers to their homes, reduces our purchases of higher priced fuel at truck stops and expedites lower cost, in-house equipment maintenance.

      To minimize competition with long-haul truckload carriers and railroads, we operate principally within short-to-medium-haul traffic lanes. With an average length of haul of less than 600 miles, we are able to limit our direct competition with railroads and longer-haul, less specialized truckload carriers. (See further discussion under “Competition”.) Although our transcontinental and intermodal divisions allow us to serve a broad spectrum of shipper needs, the primary regions in which we operate are ideally suited to short-to-medium-haul lanes because of the distribution of population and economic centers.

      The achievement of significant regular freight volumes on high-density routes and maintaining consistent shipment scheduling over these routes are key elements of our operations. This enables our operations personnel to match available equipment to available loads and schedule regular maintenance and fueling at our terminals, thereby enhancing productivity and asset utilization and minimizing empty miles and more expensive over-the-road fueling and repair costs.

      To manage the higher costs and greater logistical complexity inherent in operating in short-to-medium-haul traffic lanes, we employ sophisticated computerized management control systems. We have a significant investment in our computer hardware and utilize state-of-the-art software specially designed for the trucking industry. Dispatchers monitor the location and delivery schedules of all shipments and equipment to coordinate routes and increase equipment utilization. Our computer system provides immediate access to current information regarding driver and equipment status and location, special load and equipment instructions, routing and dispatching.

      In addition to the domestic operations described above, we have a growing cross border operation into Mexico that primarily ships through commercial border crossings from Laredo, Texas westward to California. In January 2004, we completed the acquisition of Trans-Mex, a carrier that focuses on shipments to and from Mexico. Our revenue from Mexican operations was $43 million in 2004 prior to intercompany eliminations. Total assets for Trans-Mex were $24 million as of December 31, 2004. For additional information regarding our purchase of the remaining interest in Trans-Mex, see the Acquisition section below and the Notes to Consolidated Financial Statements.

SERVICE OFFERINGS

      We seek to provide premium service with commensurate rates, rather than compete primarily on the basis of price. The principal elements of our premium service include:

      We offer dry van, refrigerated, flat-bed, heavy-haul, auto-haul and dedicated van offerings to our customers. Our refrigerated fleet is comprised of an assortment of over 2,400 refrigerated trailers. The majority of our refrigerated trailers are equipped with state-of-the-art electronic temperature monitoring systems that provide our transportation professionals with the information they need to ensure the integrity of the cargo. Our flat-bed services include a diverse selection of trailer configurations with over 475 tractors and 1,300 trailers dedicated to flat-bed freight. We also have more than 550 heavy haul units in the Northwest and Canada. Originally established to meet the needs of one of our major retail customers, our heavy haul business has evolved into an effective solution for the many weight sensitive shippers in the region. We also offer a comprehensive service moving a broad array of container equipment with secured drop yards and terminals near all of California’s major gateway ports.

      A number of large companies maintain their own private trucking fleets to facilitate distribution of their products. In order to reduce operating costs associated with private fleets, a number of large companies periodically evaluate the opportunity to outsource their transportation and logistics requirements. We believe our strong regional operations and average length of haul of less than 600 miles position us to take advantage of this trend for dedicated van services. We currently provide dry van, refrigerated and other dedicated services for approximately 90 customers. Some of our dedicated van offerings are as follows:

      We also offer a comprehensive intermodal package available to all of our customers in North America. This package involves transporting freight a majority of the distance on rail. Some of our intermodal offerings are as follows:

MARKETING AND CUSTOMERS

      We concentrate our marketing efforts on expanding the amount of service we provide to existing customers. We also actively pursue new traffic commitments from high volume, financially stable shippers for whom we have not previously provided services. We maintain a strong commitment to marketing. We have assigned a member of senior management to each of our largest customers to ensure a high level of customer support. We solicit new customers from our Phoenix, Arizona headquarters and each of our regional terminals through a marketing staff of approximately 50 persons. Once a customer relationship has been established, regional customer service representatives maintain contact and solicit additional business. We concentrate on attracting non-cyclical customers that regularly ship multiple loads from locations that complement existing traffic flows. Customer shipping point locations are regularly monitored and, as shipping patterns of existing customers expand or change; we attempt to obtain additional customers that will complement the new traffic flow. This strategy enables us to maximize equipment utilization.

      The largest 25, 10 and 5 customers accounted for approximately 58%, 42% and 32%, respectively, of our revenues during 2004, 55%, 39% and 30%, respectively, of our revenues during 2003, and 50%, 34% and 25%, respectively, of our revenues during 2002. Wal-Mart is our largest customer and accounted for approximately 15%, 12% and 7% of our operating revenue during 2004, 2003 and 2002. No other customer accounted for more than 6% of operating revenue during each of the three years ended December 31, 2004. Our largest customers include retail and discount department store chains, manufacturers, non-perishable and perishable food companies, beverage and beverage container producers and building materials companies.

TRANSPLACE

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

      As a transportation logistics company, Transplace matches shippers with trucking companies and receives a fee for this service. We may receive from Transplace the opportunity to provide transportation services to shippers. In addition, we may utilize Transplace to assist in obtaining additional capacity from other trucking companies for our customers. During the years ended December 31, 2004, 2003 and 2002, Swift received less than 3% of its operating revenue from Transplace and paid less than 1% of its purchased transportation to Transplace.

ACQUISITIONS

      We intend to take advantage of growth opportunities through a combination of internal growth and selective acquisitions. We generally limit our consideration of acquisitions to those we believe will be accretive to earnings within six months and produce a double digit internal rate of return on investment. Our growth has been dependent in part upon the acquisition of trucking companies throughout the United States. From 1988

through 2001, we completed ten acquisitions enabling us to grow from a regional carrier in the Western United States to a national carrier with operations throughout the entire United States.

      In July 2003, the Company completed the acquisition of certain assets of Merit Distribution Services, Inc. Merit’s fleet consisted of 825 tractors, including 140 owner-operators, and 1,400 trailers of which 455 tractors and 1,100 trailers were 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 enhanced our relationship with Wal-Mart, our largest customer.

      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 became 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 2004.

      As previously disclosed, we entered into a non-binding letter of intent with Auto Carrier Holdings, Inc. (ACH) in the fourth quarter of 2004 that contemplates the sale to ACH of our auto-haul business. We expect this transaction to be completed in the first quarter or early in the second quarter of 2005, subject to the negotiation of definitive agreements and other customary closing conditions, including ACH’s receipt of required financing.

REVENUE EQUIPMENT

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

      The following table shows the type and age of our owned and leased equipment at December 31, 2004:

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

      We historically have had a three-year replacement program on the majority of our line-haul tractors. After evaluating the 2002 tractor engines, which were designed to conform 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, in the third quarter of 2004, we amended our replacement cycle by extending it to five years. For more information on the impact of the change in operating lives, please see the “Results of Operations for 2004, 2003 and 2002” section of Management’s Discussion and Analysis in Item 7 below.

      In 2001, the EPA released new requirements for cleaner diesel engine emissions for model year 2007 tractors. Depending on the anticipated cost and other factors of the 2007 EPA compliant engines, we may increase our equipment purchases in 2005 and 2006 if there is an economic advantage to do so.

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

      In 2005, we have initiated a sample test of trailer tracking technology. If the trial produces the benefits expected, we intend to install trailer tracking technology on substantially all of our trailer fleet within the next year.

EMPLOYEES

Terminal Staff

      Our larger terminals are staffed with terminal managers, fleet managers, driver managers and customer service representatives. Our terminal managers work with the driver managers and the customer service representatives, as well as other operations personnel, to coordinate the needs of both our customers and our drivers. Terminal managers are also responsible for soliciting new customers and serving existing customers in their areas. Each fleet manager supervises approximately six driver managers at our larger terminals. Each driver manager is responsible for the general operation of approximately 35 trucks and their drivers, including driver retention, productivity per truck, routing, fuel consumption, safety and scheduled maintenance. Customer service representatives are assigned specific customers to ensure specialized, high-quality service and frequent customer contact.

      In January 2005, we established a new incentive program for our driver managers and fleet managers. This incentive program is tied directly to each manager’s improvements in utilization of the tractors and safety. We have also initiated a new sales incentive program directly tied to improvements in revenue per mile.

Company Drivers

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

      Senior management is actively involved with the development and retention of drivers. Recognizing the need for qualified drivers, we are in the process of developing a fourth driver training academy. Our academies are strategically located in areas of the country where external driver-training organizations are lacking. In other areas of the country, we have contracted with driver-training schools, which are managed by outside organizations including local community colleges. Candidates for the schools must be at least 21 years old

with a high school education or equivalent, pass a basic skills test and pass the U.S. Department of Transportation (“DOT”) physical examination, which includes drug and alcohol screening. Students are required to complete three weeks of classroom study and driving range time and a six to eight week, on-the-road training program.

      In order to attract and retain highly qualified drivers and promote safe operations, we purchase premium quality tractors equipped with optional comfort and safety features, such as air ride suspension, air conditioning, high quality interiors, power steering, engine brakes and raised roof double sleeper cabs. We base our drivers at terminals and monitor each driver’s location on our computer system. We use this information to schedule the routing for our drivers so they can return home frequently. The majority of company drivers are compensated on the basis of miles driven, loading/unloading and number of stops or deliveries, plus bonuses. The driver’s base pay per mile increases with the driver’s length of experience. Drivers employed by Swift participate in company-sponsored health, life and dental insurance plans and are eligible to participate in a 401(k) Profit Sharing Plan and an Employee Stock Purchase Plan. We have established a driver mentor program to match experienced drivers with newer drivers to assist them as they start out. We have also implemented a per diem program to help maximize a driver’s take-home pay. In addition, we have implemented another increase to driver pay effective March 15, 2005. The program includes increases up to five cents per mile depending on experience. The weighted average increase is expected to be approximately two cents per mile including the effect of increased payroll taxes and other benefits that are a function of gross pay.

      We have adopted a speed limit of 65 miles per hour for Company tractors and 68 miles per hour for owner-operator tractors, below the speed limits of many states. We believe these measures reduce accidents, enhance fuel mileage and minimize maintenance expense. Substantially all of our tractors are equipped with electronically controlled engines that are set to limit the speed of the vehicle.

Driver Retention

      We believe our innovative driver-training programs, driver compensation, regionalized operations, driver tracking and late-model equipment provide important incentives to attract and retain qualified drivers. We have made a concerted effort to reduce the level of driver turnover and increase our driver satisfaction. We monitor the impact of these changes by measuring driver turnover which is defined as the number of drivers that have left our employ divided by number of drivers employed calculated on a monthly basis and averaged for the year. In 2004, our driver turnover dropped to 89% compared to 102% and 115% in 2003 and 2002, respectively, and the industry average of 120% according to the ATA statistics as published in the January 3, 2005 issue of “Traffic World”. Although historically we have had no significant downtime due to inability to secure qualified drivers, no assurance can be given that a shortage of qualified drivers will not adversely affect us in the future.

Year-end Employment

      As of December 31, 2004, Swift employed approximately 23,000 full-time persons, of whom approximately 18,500 were drivers (including driver trainees), 1,700 were mechanics and other equipment maintenance personnel and the balance were support personnel, such as sales personnel, corporate managers and administrative personnel. No driver or other employee is represented by a collective bargaining unit. In the opinion of management, our relationship with our drivers and employees is good.

OWNER-OPERATORS

      We enter into contracts with owner-operators. These owner-operators are drivers who, unlike drivers we employ, own or lease their tractor and are responsible for their own operating costs (for example, fuel and maintenance). The owner-operators operate under our authority and are generally compensated based upon 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. In conjunction with the increase to Company driver pay discussed above, we have also announced an increase of two cents per mile for owner-

operators effective March 15, 2005. As of December 31, 2004, owner-operators comprised approximately 20% of our total fleet.

SAFETY AND INSURANCE

      Safety is and has always been the top priority at Swift. We have an active safety and loss prevention program at each of our terminals. We have adopted maximum speed limits which are below the statutory speed limits in many states. Supervisors engage in ongoing training of drivers regarding safe vehicle operations. Over the past year we have established and filled five regional safety manager positions and an additional nine safety managers dedicated to the larger terminals. The purpose of these new positions is loss prevention. As a result of this focus on safety we have seen our total accidents per million miles decline steadily over the past four years.

      In December 2004, we entered into an agreement with insurance carriers to provide transportation liability insurance with an aggregate limit of $200 million for 2005. The new policy increases the self-insured portion to $10 million per incident. The primary portion of the coverage ($15 million in excess of the self-insured portion) is extended through 2006. We have analyzed years of accident frequency and severity data and actuarial forecasts prepared by our insurance advisor to determine and obtain the optimal insurance solution for us at this time. Based on our historical loss experience, we expect insurance and claims expense to be between 4% and 5% of operating revenue for 2005.

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

FUEL

      In order to reduce fuel costs, we purchase approximately 75% of our fuel in bulk at 33 terminals in the United States. We store fuel in underground storage tanks at four of our bulk fueling terminals and in above ground storage tanks at our other bulk fueling terminals. We believe that we are in substantial compliance with applicable environmental laws and regulations. Shortages of fuel, increases in fuel prices or rationing of petroleum products could have a material adverse effect on our operations and profitability. From time to time, we, in response to increases in fuel costs, have implemented fuel surcharges to pass on to our customers all or substantially all of increased fuel costs. However, there can be no assurance that such fuel surcharges could be used to offset future increases in fuel prices. We believe that our most effective protection against fuel cost increases is to maintain a fuel efficient fleet and to implement fuel surcharges when such option is necessary and available. We have generally not used derivative-type products as a hedge against higher fuel costs in the past but continue to evaluate this possibility.

COMPETITION

      The trucking industry is extremely competitive and fragmented. We seek to provide premium service with commensurate rates, rather than compete primarily on the basis of price. We compete primarily with regional, medium-haul truckload carriers. We believe, because of our cost efficiencies, productive equipment utilization and financial resources, that we have a competitive advantage over most regional truckload carriers. We believe that competition for the freight transported by us is based, in the long term, as much upon service and efficiency as on freight rates. Major shippers continue to reduce the number of carriers they use for their regular freight needs. This has resulted in a relatively small number of financially stable “core carriers” and has contributed to consolidation in the truckload industry. Nevertheless, the truckload industry remains highly fragmented, and we believe that overall growth in the truckload industry and continued industry consolidation will present opportunities for well-managed, financially stable carriers like us to expand. Some trucking companies with which we compete have greater financial resources, and one may own more revenue

equipment and carry a larger volume of freight than us. Long-haul truckload carriers and railroads also provide competition, but to a lesser degree. We also compete with other motor carriers for the services of drivers.

REGULATION

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

      Our safety rating has always been and continues to be satisfactory, the highest rating given by Federal Motor Carrier Safety Administration (FMCSA). There are three safety ratings assigned to motor carriers: “satisfactory”, “conditional”, which means that there are deficiencies requiring correction, but not so significant to warrant loss of carrier authority; and “unsatisfactory”, which is the result of acute deficiencies and would lead to revocation of carrier authority. In 2003, a compliance review by the Arizona division of the FMCSA resulted in a proposed safety rating of conditional. The proposed drop in our rating status relates to the accuracy of the documentation of driving logs maintained by our drivers and owner-operators. We have appealed this rating and petitioned FMSCA for a review of our rating status. Until this review is complete, our conditional rating is stayed and our rating remains “satisfactory.” Based upon internal data, external data, and consultation with our regulatory counsel, we believe that if our rating were changed to conditional, it would be temporary and any loss of revenue would not be material.

      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 speed limits. No operational safety issues have been raised by the FMCSA compliance review.

      Even when a carrier temporarily drops to conditional status, it does not lose its carrier authority or ability to transport hazardous materials, though under contractual provisions standard in the industry, some customers may be able to reduce or terminate their relationship with the carrier. Federal regulations do not preclude a carrier from transporting hazardous materials unless the carrier has an unsatisfactory safety rating.

      Our operations are also subject to various federal, state and local environmental laws and regulations dealing with transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of stormwater and underground fuel storage tanks. The Combined Federal Regulations (CFR) regarding the transportation of hazardous materials group hazardous materials into different classes according to risk. We transport only low to medium risk hazardous material, and less than 2% of our total shipments contain any hazardous materials. These regulations require us to maintain minimum levels of insurance. In addition, we would be responsible for the cleanup of any releases caused by Swift. We believe that our operations are in substantial compliance with current laws and regulations and do not know of any existing condition that would cause compliance with applicable environmental regulations to have a material adverse effect on our business or operating results.

SEASONALITY

      In the transportation industry, results of operations generally show a seasonal pattern as customers 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.

INTERNET WEB SITE

      Additional information about us is available on our Internet web site, www.swifttrans.com. Our annual reports on Form 10-K, quarterly reports on Form  10-Q and other reports filed pursuant to Section 13 or 15 (d) of the Exchange Act are available, free of charge, on our website as soon as practical after they are filed.

In addition, our press releases are posted to our web site as soon as practical after they are issued publicly. The information on our web site is not considered part of this report.

      Swift’s headquarters is situated on approximately 300 acres in the southwestern area of Phoenix, Arizona. The campus consists of a three story administration building with 126,000 square feet of office space, repair and maintenance buildings with 106,000 square feet, a 20,000 square foot drivers’ center and restaurant, an 8,000 square foot recruiting and training center, a 6,000 square foot warehouse, a two bay truck wash and an eight lane fueling facility. In addition, we also lease office space and land to operate a driver training school in Phoenix.

      Swift has terminals throughout the continental United States and Mexico. A terminal may include customer service, marketing, fuel and repair facilities. Swift also operates driver training schools in several cities. The following table provides information regarding the Company’s significant facilities or terminals:

      In addition to the facilities listed above, the Company maintains various drop yards throughout the United States and Mexico. As of December 31, 2004, the Company’s aggregate monthly rent for all leased properties was $271,000.

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

      As we previously disclosed, the Securities and Exchange Commission (the “SEC”) has commenced a formal investigation into certain stock trades by the Company and insiders, including Chairman and CEO Jerry Moyes. Also, as disclosed, Jerry Moyes and Swift have been contacted by the Department of Justice with respect to this matter. We have fully cooperated with the SEC and the Department of Justice in this matter and will continue to cooperate. We have provided documents and information to the SEC and DOJ per their requests and currently intend to continue to do so upon the request of either agency. 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.

      Beginning in November 2004, three putative shareholder class action lawsuits (Davidco Investors LLC v. Swift Transportation Co., Inc., et al., Case No. 2:04cv02435; Greene v. Swift Transportation Co., Inc., et al., Case No. 2:04cv02492; and Tuttle v. Swift Transportation Co. Inc., et al., Case No., 2:04cv02874) were filed in the United States District Court for the District of Arizona against Swift and certain of its directors and officers, alleging violations of federal securities laws related to disclosures made by Swift regarding driver pay, depreciation, fuel costs and fuel surcharges; the effects of the Federal Motor Carrier Safety Administration’s (“FMCSA”) new hours-of-service regulations; the effects of a purported change in Swift’s FMCSA safety rating; Swift’s stock repurchase program; and certain stock transactions by two of the individual defendants. The complaints seek unquantified damages on behalf of the putative class of persons who purchased Swift’s common stock between October 16, 2003 and October 1, 2004.

      On January 4, 2005, a motion for appointment as lead plaintiff and to consolidated all three class actions was filed by United Food and Commercial Workers Local 1262 and Employers Pension Plan. The Court has not yet ruled on that motion.

      On February 28, 2005, a shareholder derivative action was filed in the district court for Clark County, Nevada, entitled Rivera v. Eller et al., Case No. A500269, against certain of Swift’s directors and officers, alleging breaches of fiduciary duty and unjust enrichment. The Company is named solely as a nominal defendant against which no recovery is sought. This derivative complaint alleges that the defendants breached their fiduciary duties, that one of the defendants violated state laws relating to insider trading, and that certain individual defendants engaged in related party transactions with the Company. The action seeks damages in an unspecified amount against the individual defendants, disgorgement of improper profits, and attorney’s fees, among other forms of relief.

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

      No matters were submitted to a vote of the Company’s security holders during the fourth quarter of 2004.

PART II

      The Company’s common stock is publicly traded on the Nasdaq National Market (“Nasdaq”) under the symbol “SWFT”. The following table sets forth the high and low sales prices of the common stock reported by Nasdaq for the periods shown.

      On March 7, 2005, the last reported sales price of the Company’s common stock was $25.40 per share. At that date, the number of stockholder accounts of record of the Company’s common stock was approximately 4,100. The Company estimates there are approximately 14,000 beneficial holders of the Company’s common stock.

      The Company has not paid cash dividends on its common stock in the current year or either of the two preceding fiscal years. Our revolving credit facility includes limitations on the payment of cash dividends. It is the current intention of management to retain earnings to finance the growth of the Company’s 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.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

      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. 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. On September 15, 2004, we announced that the Board of Directors authorized us to repurchase up to an additional $150 million of our common stock under a 10b5-1 plan. As of December 31, 2004, all of the repurchase authorizations have been completed.

Factors That May Affect Future Stock Performance

      The performance of the Company’s common stock is dependent upon several factors, including those set forth below and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors That May Affect Future Results and Financial Condition.”

      Influence by Principal Stockholder. Trusts established for the benefit of Jerry C. Moyes and his family beneficially own approximately 40% of the Company’s common stock. Accordingly, Mr. Moyes will have a significant influence upon the activities of the Company, as well as on all matters requiring approval of the stockholders, including electing members of the Company’s Board of Directors and causing or restricting the sale or merger of the Company. This concentration of ownership, as well as the ability of the Board to establish the terms of and issue preferred stock of the Company without stockholder approval, may have the effect of delaying or preventing changes in control or management of the Company, including transactions in which stockholders might otherwise receive a premium for their shares over their current market prices.

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

      The selected consolidated financial data presented below for, and as of the end of each of the years in the five-year period ended December 31, 2004 is derived from the Company’s Consolidated Financial Statements. The selected consolidated financial data has been restated for the year 2000 to include the financial position, results of operations, and cash flows of M.S. Carriers. The Consolidated Financial Statements as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004 and the independent auditors’ reports thereon, are included in Item 8 of this Form  10-K. This data should be read

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

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

OVERVIEW

      Swift operates the largest fleet of truckload carrier equipment in the United States. We operate predominantly in one industry, road transportation, as a truckload motor carrier and thus have only one single reportable segment. Our fleet contains over 18,500 tractors and 51,700 trailers which are driven by more than 22,000 drivers and owner-operators. We earn revenue by hauling freight for retailers, manufacturers and other

companies. We manage our business through a network of 38 major terminals located strategically across the United States and Mexico. This allows us to combine strong regional operations with a transcontinental van operation. We believe our terminal network provides us with efficiencies such as enabling in-house maintenance and utilizing company purchased fuel, as well as providing superior customer service by being located closer to our customers. Our services include dry van, refrigerated, flat-bed, heavy-haul, auto-haul and dedicated van offerings. The principal types of freight we transport include retail and discount department store merchandise, manufactured goods, paper products, non-perishable and perishable food, beverages and beverage containers and building materials. Principally, we operate within short-to-medium-haul traffic lanes with an average length of haul of less than 600 miles.

      In the past few years, the truckload industry has generally experienced increases in driver wages due to competition amongst carriers for qualified drivers, increases in fuel costs due to less efficient EPA approved engines in the tractors and higher crude oil prices, and increases in insurance costs. The availability of drivers and the cost increases have tightened the capacity growth in the industry while demand from shippers has increased. This has enabled us and other carriers to pass through many of our cost increases to the customers through higher rates. Our ability to continue to pass through these cost increases and retain qualified drivers could have a major impact on the results of our operations and financial condition in the future. Given the current market environment, we will continue to focus on driver retention, safety, rate negotiations with our customers, freight selection and other activities that will enable us to continue our profitable growth.

Sale of Autohaul Business and Assets

      In the second half of 2004, we were engaged in discussions and negotiations with potential purchasers of certain non-core assets comprising our autohaul business. At the end of the third quarter of 2004, we reclassified these assets as Assets Held for Sale. In the fourth quarter of 2004, we entered into a non-binding letter of intent with Auto Carrier Holdings Inc. (ACH) that contemplates the sale to ACH of our autohaul business and the majority of our autohaul revenue-producing equipment, as well as our Selkirk terminal and shop facility.

      On Jan. 25, 2005, our board of directors authorized management to negotiate a definitive purchase agreement providing for the sale of these assets to ACH for a purchase price of $46.5 million, which includes combined payments of $4.5 million in 90 and 270 days, a $17.0 million note payable to Swift over a six-year period and the balance in cash on the closing date. As part of this transaction, Swift would also be required to provide certain bookkeeping and other related services to ACH on a transitional basis. The book value of the assets to be sold, and the value of related services, is approximately $50.5 million.

      Based on an evaluation in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we estimate that the transaction will result in a non-cash charge for impairment to the book value of certain of the assets to be sold of approximately $4.0 million on a pre-tax basis. This non-cash charge was recognized under generally accepted accounting principles in the fourth quarter of 2004.

      We expect this transaction to be finalized during the first quarter or early in the second quarter of 2005, subject to the negotiation of definitive agreements, receipt of purchaser financing and other customary closing conditions.

FMCSA Hours of Service Regulations

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

successful in recovering the additional wages from our customers through accessorial charges and have not experienced a negative financial impact from these changes to date.

      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 had 45 days to seek a rehearing. On September 30, 2004, Congress extended the new HOS rules for one year. FMCSA officials have announced that they will continue enforcing the new HOS rules during this period.

Safety Rating Update

      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 in 2003 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. We have petitioned for an administrative review and are engaged in the regulatory process. We anticipate a positive outcome.

      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. The agency’s Administrative Law Judge has agreed to a schedule that is anticipated to complete the hearing in December of 2005 and a final ruling is expected thereafter. 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.

      A 2001 compliance review also resulted in the assessment of civil penalties in the amount of $49,680 against Swift. We do not believe a penalty is warranted and are engaged in the regulatory process. Recently the agency asked for summary judgment. Our attorney is analyzing the motion and we will file the appropriate response.

      We anticipate a positive outcome on all three of these issues. 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.

Accounting Standards Not Yet Adopted by the Company

      The Financial Accounting Standards Board has issued Statements of Financial Accounting Standard (“SFAS”) and Interpretations (“FIN”) for which the required implementation dates have not yet become effective. The standard that may materially impact the Company is discussed below.

      In December 2004, SFAS No. 123(R), “Share-Based Payment,” was issued. This Statement requires the cost of employee services be based upon a grant-date fair value of an award as opposed to the intrinsic value method of accounting for stock-based employee compensation under Accounting Principles Board Opinion No. 25, which the Company currently uses. The standard is effective for the Company beginning July 1, 2005. The Company estimates the adoption of this statement will negatively impact net earnings for the year ended December 31, 2005 between $4 million and $6 million.

CRITICAL ACCOUNTING POLICIES

Claims Accruals

      We are self-insured for a portion of our liability, workers’ compensation, property damage, cargo damage and employee medical expense risk. This self-insurance results from buying insurance coverage with deductible amounts. Each reporting period we accrue the cost of the uninsured portion of pending claims. These accruals are estimated based on our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Insurance and claims expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends. Actual settlement of the self-insured claim liabilities could differ from our estimates due to a number of uncertainties, including evaluation of severity, legal cost and claims that have been incurred, but not reported. If claims development trends increased by 10%, our claims accrual as of December 31, 2004 would potentially increase by $41 million.

Goodwill and Intangible Assets

      We have $56.2 million of goodwill recorded as of December 31, 2004. We test the goodwill, which arose from acquisitions, for impairment annually at our year end. Our test of goodwill impairment requires judgment, including the identification of reporting units, assigning assets and liabilities (including goodwill) to reporting units and determining the fair value of each reporting unit. We have used a discounted cash flow model to estimate the fair value of our reporting units, which includes several significant assumptions, including estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. If operating margins decreased by 10% for one of the reporting units, we may be required to recognize an impairment of $8 million.

      In addition, we have $41.3 million of intangible assets, arising from customer relationships obtained through acquisitions and subsequent contracts, recorded as of December 31, 2004. We are amortizing these assets over 15 years. Although we do not believe any event or change in circumstances has occurred that would indicate that the carrying amount may not be recoverable, we tested these intangible assets with finite lives to provide the following information. Significant assumptions, including estimating future cash flows, determining appropriate discount rates and other assumptions were used to value these intangible assets. We estimate the impact of an impairment due to the loss of one contract termination could range from $2.6 million to $11.6 million.

Revenue Recognition

      Operating revenues and related direct costs are recognized as of the date the freight is picked up for shipment. Our revenue recognition policy is consistent with method two under EITF 91-9. We do not believe the financial results derived from the application of this method differ materially from the results that would be derived under method three discussed within EITF 91-9 due to the Company’s relatively short length of haul.

RESULTS OF OPERATIONS FOR 2004, 2003 AND 2002

SUMMARY

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

      In 2004, our net earnings increased to $103.5 million or 30% over 2003. This increase was primarily the result of a 16% increase in trucking revenue and a $101 million increase in fuel surcharge revenue which helped us recover increasing fuel costs.

      In 2003, our net earnings rose to $79.4 million as trucking revenue increased 12% and we were able to absorb more of our fixed costs.

REVENUE

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

Trucking Revenue

      Trucking revenue is revenue from freight hauled by our fleet and accounts for the majority of our total revenue. Generally, our customers pay for our services based on the number of miles between pick-up and delivery and other ancillary services we provide. To improve our trucking revenue we can either increase the

number of revenue generating miles our trucks drive or increase the rate at which we are paid. We use three primary indicators to monitor our performance. First, we monitor utilization of our tractors in the form of miles per tractor per week. In conjunction with miles per tractor per week, we measure the percentage of miles our tractors travel that do not generate revenue, known as deadhead. Our goal is to minimize the amount of deadhead driven to allow for more revenue generating miles. We monitor deadhead miles on a daily basis. Finally, to analyze the rates our customers pay we measure revenue per loaded mile on a daily basis. Loaded miles include only the miles driven when hauling freight. To improve revenue per mile we evaluate the lanes in which we operate and negotiate higher rates per mile with our customers. These indicators for the past three years are as follows:

      In addition to the rate per mile, we are also compensated, in some instances, for accessorial charges such as detention and loading and unloading freight for our customers. These accessorial charges are also included in trucking revenue.

      Trucking revenue grew $356.8 million or approximately 16% in 2004 compared to 2003. Increases in our revenue per mile accounted for $120 million or 34% of the growth. Improvements in utilization contributed 13% or $48 million to growth. The acquisition of Merit Distribution Services, Inc. in July of 2003 accounted for approximately 3% of the growth, while the acquisition of Trans-Mex in January of 2004 contributed an additional 1% of growth. The remaining increase was due to volume.

      Our trucking revenue increased by approximately 12% in 2003 compared to 2002. Our acquisition of Merit Distribution Services, Inc. contributed 3% to our revenue growth. The increase in revenue per loaded mile accounted for 4% of the increase of trucking revenue and improvement in our utilization accounted for an additional 4%.

Fuel Surcharge Revenue

      Fuel surcharge revenue is generated based on increases in fuel costs billed to our customers. Although our surcharge programs vary by customer, prior to October 2004 we received approximately an additional penny per mile for every six cent increase in the Department of Energy’s average diesel fuel index. In October, we renegotiated with many of our customers to increase the charge to one penny for every five cent increase in the diesel fuel index. In some instances, customers chose to incorporate the change by splitting the impact between the basic rate per mile and the surcharge fee. We believe this change in policy will cover the majority of our exposure to increases in the cost of fuel. However, there can be no assurance that such fuel surcharges can be maintained indefinitely.

      Fuel surcharge revenue increased 113% in 2004 compared to 2003 and 135% in 2003 compared to 2002. The Department of Energy diesel fuel index increased to an average of $1.81 in 2004 from $1.51 in 2003 and $1.32 in 2002. The increase in the average cost of fuel, as well as our increase in volume and our fuel surcharge program, directly contribute to the growth in fuel surcharge revenue.

Other Revenue

      Other revenue is generated primarily by freight moved for our customers on rail or other purchased transportation. Prior to 2004, the revenue generated when subcontracting with Trans-Mex, Inc. was included in Other revenue. In January, we acquired 100% of Trans-Mex and now fully consolidate its financial results. Other revenue decreased in 2004 because the revenue from freight moved by Trans-Mex was reclassified to trucking revenue. Trans-Mex accounted for $21.6 million and $19.2 million of other revenue in 2003 and 2002, respectively. The remaining decline in Other revenue in 2004 as compared to 2003 was a reduction in the revenue received from freight moved by rail.

      Other revenue increased in 2003 compared to 2002 primarily due to an increase in freight moved for our customers on rail and other third party carriers.

      In the third quarter of 2004, we hired a new executive to lead our intermodal business. We believe intermodal business, which involves transporting freight primarily on rail, improves our return on investment since it is less capital intensive than our core trucking business. We believe this is a growth opportunity for us and are evaluating opportunities to increase our intermodal business.

Major Customers

      Sales to Wal-Mart, our largest customer, generated almost 15% of our total revenue in 2004. Our next largest customer generated approximately 5% of our total revenue in 2004. Services provided to Wal-Mart generated 12% of our revenue in 2003 and 7% in 2002.

Revenue and Expense Comparisons

      When analyzing our expenses for growth related to volume, we believe using total revenue excluding fuel surcharge revenue is a more applicable measure for all costs with the exception of fuel expense. Fuel surcharge revenue is primarily a function of the increases and/or decreases in the cost of fuel and not specifically related to our non-fuel operational expenses. In addition, fuel surcharge increased over 113% in 2004 as a result of the significant increases in fuel costs, while our trucking and other revenue increased 14% combined. For these reasons, we analyze our expenses below using revenue excluding fuel surcharge, calculated as follows:

OPERATING EXPENSES

Salaries, Wages and Employee Benefits

      Total driver compensation increased 2.6 cents per mile in 2004 compared to 2003 as a result of the rate increases discussed in the Business section above and increases to fringe benefits. This increase includes a slight reduction in pay per mile resulting from the driver per diem program implemented in September 2004 and the consolidation of Trans-Mex. The per diem program consists of a decrease in the drivers pay per mile offset by a non-taxable per diem payment for reimbursement of meals and expenses while on the road. This program will reduce our salaries, wages and benefits going forward but will increase our income taxes as a portion of the per diem payment is non-deductible. Total driver compensation decreased 0.4 percentage point as a percent of revenue excluding fuel surcharge revenue year over year despite the increase in pay per mile. This is a function of our revenue per mile increasing more than our driver pay increases and our owner-operators driving proportionately more miles in 2004. In January 2005, we announced an additional increase to driver pay effective March 15, 2005. The program includes increases up to five cents per mile depending on experience. The weighted average increase is expected to be approximately two cents per mile including the effect of increased payroll taxes and other benefits that are a function of gross pay.

      Our non-driver salaries, wages and benefits increased approximately $17 million but decreased 0.5 percentage point as a percent of revenue excluding fuel surcharge. Our average number of non-driver employees

remained relatively flat, but increases in pay and a $3.9 million expense for early retirement caused non-driver salaries, wages and benefits to increase.

      In 2003, our salaries, wages and employee benefits increased correspondingly with the growth of our business as the percentage of revenue excluding fuel surcharge remained relatively flat compared to 2002.

      Our deductible amount for workers’ compensation rose from zero to $350,000 per incident in 2002. In 2003, this deductible amount for workers’ compensation rose from $350,000 to $500,000 per incident and in 2004 rose to $3,000,000. We believe that the decrease in the cost of our premiums based on a $3,000,000 deductible will more than offset the cost of claims that occur within the $500,000 to $3,000,000 range, which historically have been a small number.

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

Operating Supplies and Expenses

      Operating supplies and expenses in 2004 increased $40.9 million compared to 2003. Approximately $5.9 million of the increase is due to the consolidation of Trans-Mex. Other variances include a slight increase in maintenance, increased travel, additional legal costs resulting from the SEC investigation, and additional expenses related to Sarbanes-Oxley compliance.

      The increase in operating supplies and expenses from 2002 to 2003 was primarily due to increased maintenance costs and deferred legal fees. We expected the increase in maintenance costs as we extended the life of some of our tractors into the fourth year. This increase is offset by a reduction in depreciation expense discussed below. The increase in deferred legal fees is related to a settlement with our insurance provider with which we are amortizing $21.1 million of legal fees on a straight-line basis over a 30 month period from July 2002 to December 2004. The legal settlement is discussed in the Insurance and claims section below.

Fuel Expense

      Fuel costs in 2004 increased $120.0 million or 36.7% compared to 2003. The majority of the increase is the result of our average fuel cost per gallon increasing over 22% year over year. Approximately 7% of the increase is due to the additional miles associated with our revenue increase and the remaining increase is due to a reduction in fuel efficiency resulting from a larger portion of our engines conforming to the new engines mandated by the U.S. Environmental Protection Agency that became effective October 1, 2002, and the higher driving speeds adopted in July of 2004.

      In 2003 compared to 2002, fuel expense increased 25% of which 16% was the result of an increase in our cost per gallon, 8% was due to the increase in number of miles driven, and the remaining increase was primarily caused by an increase in fuel required for our increased number of refrigerated trailers.

      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 products, but periodically evaluate their possible use.

      To measure the effectiveness of our fuel surcharge program, we subtract fuel surcharge revenue received for company miles driven (as opposed to miles driven by our owner-operators who pay for their own fuel) from our fuel expense. The result is evaluated as a percent of revenue less fuel surcharge revenue. These measures are shown below:

      Our net fuel expense has remained relatively flat as a percent of revenue excluding fuel surcharge for the past three years. This indicates that our fuel surcharge program has effectively offset the impact of rising diesel fuel costs, and our net fuel expense increases are the result of volume.

Purchased Transportation

      Purchased transportation increased $82.6 million in 2004 compared to 2003 of which $21.3 million was the increase in fuel surcharge revenue reimbursed to our owner-operators. Excluding fuel surcharge, purchased transportation has increased 0.2 percentage point year over year as a percent of revenue excluding fuel surcharge revenue. In 2003 and prior, the cost of using Trans-Mex was included in purchased transportation. After completing the acquisition of Trans-Mex in January 2004, we began consolidating their financial statements, and their costs now are shown on each individual line item on the Consolidated Statement of Earnings. Therefore, the purchased transportation line has been reduced by these Trans-Mex costs. This accounts for approximately a one percentage point reduction. This reduction was offset by an increase in owner-operator costs. Our owner-operators drove approximately 17% more miles for us in 2004. In addition, they have received rate per mile increases, hours of service rate increases, and other incentive pay in order for us to attract and retain owner-operators. We are also offering a pay increase of two cents per mile for owner-operators in 2005 in conjunction with our driver pay increase discussed above.

      Purchased transportation increased in 2003 compared to 2002 as our owner-operator fleet increased from 3,152 at December 31, 2002 to 3,692 at December 31, 2003 and our use of rail increased.

Insurance and Claims

      Insurance and claims in 2004 was 3.6% of revenue excluding fuel surcharge, compared to 4.1% in 2003 and 4.2% in 2002. The reduction in 2004 was due to a reduction in development on prior year claims. The growth in insurance and claims between 2002 and 2003 was reflective of the growth in the business as the cost as a percent of revenue excluding fuel surcharge remained relatively flat.

      As discussed under Critical Accounting Policies, 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. In December 2004, we entered into an agreement with insurance carriers to provide transportation liability insurance with an aggregate limit of $200 million for 2005. The new policy increases the self-insured portion to $10 million per incident. The primary portion of the coverage ($15 million in excess of the self-insured portion) is extended through 2006. Based upon our historical loss experience, we expect insurance and claims expense to be between 4% and 5% of operating revenue for 2005. 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 the notes to our financial statements, we entered into a settlement agreement with an insurance company in 2002. 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 recognized this settlement amount as a reduction of insurance expense as the insurance coverage was provided during the period from July 1, 2002 through December 31, 2004. In addition, 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 were contingent upon our ability to receive the insurance coverage outlined in the settlement due to the liquidation, rehabilitation, bankruptcy or other similar insolvency of the insurers and, therefore, were amortized on a straight-line basis over the thirty-month period from July 1, 2002 through December 31, 2004.

Rental Expense, Depreciation and Amortization

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

      Over the past three years, we have been purchasing more tractors as a percent of total tractors rather than leasing. This has caused our rental expense to decrease and our depreciation expense to increase. As a percentage of revenue excluding fuel surcharge, total rental, depreciation and amortization expense was flat from 2003 to 2004.

      Rental expense decreased in 2004 as we reduced the number of tractors on lease from 5,005 as of December 31, 2003 to 3,852 as December 31, 2004. This reduction in tractor lease cost was partially offset by an increase in short-term trailer rent expense and the loss on sale of leased tractors explained below. In 2003, our rental expense decreased compared to 2002 due to a reduction in the number of tractors on lease.

      In 2004, depreciation and amortization expense increased as the number of tractors owned increased from 9,339 as of December 31, 2003 to 11,046 at December 31, 2004. As discussed in the Overview above, the assets associated with our Autohaul business were accounted for as Assets Held for Sale in the fourth quarter of 2004 and were not depreciated in the fourth quarter. Depreciation expense in the fourth quarter did include an impairment charge of $4 million to adjust all assets held for sale to estimated fair value less costs to sell.

      The decrease in depreciation expense in 2003 as a percentage of revenue is primarily due to the extension of the life of some of our tractors into the fourth year. Prior to 2002, we primarily operated the tractors over a three year life. We changed the operating cycle of our tractors from three to four years in 2002 based on the evaluation of the new engines mandated by the U.S. Environmental Protection Agency that became effective October 1, 2002. We determined the new tractors are more costly and less fuel efficient. Therefore, to make them more economical, we increased maintenance to extend their useful lives. In the third quarter of 2004, we further amended our replacement cycle by extending it to five years. To implement these changes, the remaining net book value at the time of the change is being depreciated on a straight-line basis over the remaining adjusted economic life to the revised residual value. The benefit (expense) of changing the tractor’s lives that were owned as of October 1, 2002 is shown below:

      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. The gains (losses) are summarized below.

OTHER EXPENSES

Interest Expense

      Our largest pre-tax non-operating expense is interest. Our debt balance combining the operating line of credit, accounts receivable securitization, capital leases, Senior Notes and other debt was $622 million, $419 million and $402 million at December 31, 2004, 2003 and 2002, respectively.

      Our interest expense, net of the impact of the derivative agreements, increased in 2004. Our average debt balance increased during the year as we repurchased 14,132,249 shares of our common stock for a total cost of $253 million, paid $10.8 million in cash for part of the purchase price of Trans-Mex, and expended $324 million on net capital expenditures compared to $223 million in 2003. In addition, 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.

      Interest expense, net of the impact of the derivative agreements, also increased in 2003. This is a result of the Senior Notes discussed above partially offset by 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.

Other (Income) Expense

      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 four properties and a note receivable to our current estimate of the net realizable value and recognized a loss of $4.3 million. These transactions are included within other (income) expense on the Consolidated Statement of Earnings. Also included in this line item are the equity earnings of Transplace. The equity earnings of Trans-Mex, a company we acquired 100% of in January 2004, are included in other (income) expense in 2003 and 2002. In 2002, an additional nonrecurring charge of $1.3 million was recorded which represents our portion of the loss associated with the discontinuance of a business made within Transplace.

Income Taxes

      Our effective tax rate was 35%, 38% and 38% in 2004, 2003 and 2002, respectively. In 2004, we benefited from a lower than originally anticipated state tax rate resulting from the completion and filing of our 2003 state tax returns, including the adjustment of our deferred taxes to the revised rate. This one-time benefit was offset by the effect of the Company’s recently implemented driver per diem program, a portion of which is non-deductible. We anticipate that our tax rate will increase in 2005 to approximately 39-40% due to the full year impact of the per diem program.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

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

      The $77 million increase in net cash provided by operating activities is driven by a $57 million increase in net earnings before depreciation and amortization charges and a $37 million increase in accounts payable and accrued liabilities. The increase in our net earnings in 2003 was the primary driver of our increase in cash provided by operating activities.

      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 $324 million, $223 million and $219 million in 2004, 2003 and 2002, respectively. In addition, we expended $10.8 million for a portion of the Trans-Mex purchase in 2004, $81.6 million for the purchase of Merit Distribution, Inc. in 2003, and we made loans to investment entities of $16 million in 2002.

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

      In 2003 we issued $200 million of Senior Notes and repaid $185 million of debt (including capital leases and securitization). Also, we repurchased $18.9 million of our common stock and received $13.9 million in proceeds from our employee stock option and stock purchase plans in 2003. In 2002 we repurchased $52 million of our common stock and received $13.6 million in stock option exercise and employee stock purchase plan proceeds.

Working Capital

      As of December 31, 2004 and 2003 we had working capital deficits of $70.9 million and $24.3 million, respectively. As discussed in the notes to the financial statements, the accounts receivable securitization is reflected as a current liability because the committed term, subject to annual renewals, is 364 days. The funds received under the accounts receivable securitization are generally used for capital expenditures or repurchases of our common stock. Therefore, our working capital will be reduced by the amount of the proceeds received under the accounts receivable securitization but the increase in fixed assets or treasury stock is not included in working capital.

Credit Facilities

      In June 2004, we extended and expanded our 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 and has a five year term. 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 55.0 to 137.5 basis points, as defined in the Credit Agreement (currently 100 basis points). The unused portion of the line of credit is subject to a commitment fee ranging from 15 to 25 basis points (currently 22.5 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). As of December 31, 2004 we are in compliance with these debt covenants. We have $165 million of

borrowings and $133 million of letters of credit outstanding on our line of credit leaving $252 million available as of December 31, 2004. We expect to issue an additional $20 million of letters of credit in 2005 as a result of the increase in our self-insured portion of our general liability policy.

      In the fourth quarter of 2004 we expanded our accounts receivable securitization by $50 million to allow us to receive up to $250 million of proceeds, subject to eligible trade accounts receivable. Under the amended agreement, the committed term was extended to December 21, 2005. As of December 31, 2004, we had received sales proceeds of $240 million. Under the terms of our agreement, 88% of our trade receivables collateralize the securitization arrangement as of December 31, 2004.

Capital Commitments and Expenditures

      As of December 31, 2004, we had commitments outstanding to acquire replacement and additional revenue equipment. We have the option to cancel such commitments upon 60 days notice. We anticipate spending approximately $338 million for revenue equipment capital expenditures in 2005. We believe we will be able to support these purchases with cash flows from operating activities, lease financings and debt.

      During the year ended December 31, 2004, we incurred approximately $61.6 million of non-revenue equipment capital expenditures. These expenditures were primarily for facilities and equipment. We anticipate that we will expend approximately $43 million in 2005 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.

OFF-BALANCE SHEET ARRANGEMENTS

      As discussed in the Commitments note to the financial statements, the Company guarantees certain residual values under its operating lease agreements for revenue equipment. Upon termination of these operating leases, the Company would be responsible for the excess of the guarantee amount above the fair market value, if any. The maximum potential amount of future payments the Company would be required to make under these guarantees is $77 million. The Company utilizes operating leases as an additional financing source.

CONTRACTUAL OBLIGATIONS

      The tables below summarize our contractual obligations as of December 31, 2004:

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.

FORWARD-LOOKING STATEMENTS

      This Annual Report on Form 10-K, including but not limited to the portions hereof entitled “Business — Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements. Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. The words “believe,” “expect,” “anticipate,” “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, plans to increase the company’s intermodal business, financing needs or plans, the impact of inflation, plans relating to products or services of the Company, the benefits of the Company’s terminal network, the continued consolidation of the truckload industry, the demand of shippers, the capacity of the truckload industry, the increase in the number of companies outsourcing their transportation requirements, the Company’s ability to sell its used trucks at favorable prices, the Company’s ability to attract and retain qualified drivers, the Company’s ability to pass on

to its customers increased labor and fuel costs and protect itself against increases in fuel costs through the use of fuel efficient equipment, and pending or future acquisitions, as well as assumptions relating to the foregoing. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

      Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Annual Report, including the 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 contribute to or cause such differences. Additional factors that could cause actual results to differ materially from those expressed in such forward-looking statements are set forth in “Business” and “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in this Annual Report.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

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

General Economic and Business Factors

      Our business is dependent upon a number of factors that may have a material adverse effect on our results of operations, many of which are beyond our control. These factors include excess capacity in the trucking industry, interest rates, fuel taxes, tolls, license and registration fees and insurance and claims costs, to the extent not offset by increases in freight rates. The results of operations also are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries (such as retail, manufacturing and paper products) in which there is a concentration of customers. In addition, the results of operations are affected by seasonal factors. Customers tend to reduce shipments after the winter holiday season and operating expenses tend to be higher in the winter months primarily due to colder weather which causes higher fuel consumption from increased idle time.

Qualified Drivers

      Periodically, the trucking industry experiences substantial difficulty in attracting and retaining qualified drivers, including independent contractors. If we are unable to continue to attract drivers or contract with independent contractors, we could be required to adjust our driver compensation package or let trucks sit idle, which could adversely affect our growth and profitability.

Cost of Fuel

      Significant increases or rapid fluctuations in fuel prices are major issues for the transportation industry. Increases in fuel costs, to the extent not offset by rate per mile increases or fuel surcharges, have an adverse effect on our operations and profitability. We believe that the most effective protection against fuel cost increases is to maintain a fuel-efficient fleet and to implement fuel surcharges when such an option is necessary and available. However, there can be no assurance that such fuel surcharges can be maintained indefinitely. We do not use derivative-type hedging instruments, but periodically evaluate their possible use.

Competition

      The trucking industry is extremely competitive and fragmented. We compete with many other truckload carriers of varying sizes and, to a lesser extent, with railroads. Historically, competition has created downward

pressure on the truckload industry’s pricing structure. Some trucking companies with which we compete have greater financial resources and carry a larger volume of freight.

Capital Requirements

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

Acquisitions

      Our growth has been dependent, in part, upon the acquisition of trucking companies throughout the United States. To date, we have been successful in identifying trucking companies to acquire and in integrating such companies’ operations into our operations. We may face competition from transportation companies or other third parties for acquisition opportunities that become available. There can be no assurance that we will identify acquisition candidates that will result in successful combinations in the future. Any future acquisitions by us may result in the incurrence of additional debt, which could adversely affect our profitability, or could involve the potentially dilutive issuance of additional equity securities. In addition, acquisitions involve numerous risks, including difficulties in assimilation of the acquired company’s operations particularly in the period immediately following the consummation of such transactions, the diversion of the attention of management from other business, and the potential loss of customers, key employees and drivers of the acquired company, all of which could have a material adverse effect on our business and operating results.

Dependence on Key Personnel

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

Regulation

      We are regulated by the United States Department of Transportation. This regulatory authority exercises broad powers, generally governing activities such as authorization to engage in motor carrier operations, safety, financial reporting, and certain mergers, consolidations and acquisitions. We may also become subject to new or more comprehensive or restrictive regulations relating to fuel emissions and ergonomics. The increased cost of complying with such regulations could have a material adverse effect on our business and operating results.

      In 2003, a compliance review by the Arizona division of the Federal Motor Carrier Safety Division (FMSCA) resulted in a proposed rating status for Swift of “conditional.” There are three possible ratings assigned by FMSCA: satisfactory, conditional and unsatisfactory. The proposed drop in our rating status relates to the accuracy of the documentation of driving logs maintained by our drivers and owner operators. We have appealed this rating and petitioned FMSCA for a review of our rating status. Until this review is complete, our conditional rating is stayed and our rating remains “satisfactory.” If FMSCA ultimately determines our safety rating to be “conditional” it could result in certain material adverse consequences to our business and operations.

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

      In addition, our operations are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of storm water and underground fuel storage tanks. If we should be involved in a spill or other accident involving hazardous substances or if we were found to be in violation of applicable laws or regulations, it could have a material adverse effect on our business and operating results.

      In January 2004, the Department of Transportation adopted new regulations concerning the maximum number of hours of service that commercial truck drivers may operate. The revised regulations increased the maximum daily drive time from 10 to 11 hours, but no longer allow for breaks in the on on-duty period. These changes could reduce the time that a driver is available to drive as a result of the calculation of the on-duty period and productivity losses could occur with respect to our business. If we are unsuccessful in working with our shippers to adjust for the impact of these new regulations, 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 had 45 days to seek a rehearing. On September 30, 2004, Congress extended the new HOS rules for one year. FMCSA officials have announced that they will continue enforcing the new HOS rules during this period.

Used Equipment Market

      We rely on the sale of used equipment to offset the cost of purchasing new equipment. From 1999 to 2003, used tractor values deteriorated significantly. In 2004, used tractor prices began rising. Should this trend reverse and prices deteriorate, it could have a material adverse effect on our business and operating results.

Claims Exposure; Insurance

      We currently self-insure for liability resulting from cargo loss, personal injury, workers’ compensation, and property damage, and maintain insurance with licensed insurance companies above our limits on self-insurance. To the extent we were to experience an increase in the number of claims for which we are self-insured, our operating results would be materially adversely affected. In addition, significant increases in insurance costs, to the extent not offset by freight rate increases, would reduce our profitability.

Dependence on Key Customers

      A significant portion of our revenue is generated from key customers. During 2004, the Company’s top 25, 10 and 5 customers accounted for 58%, 42% and 32% of revenues, respectively. Our largest customer, Wal-Mart accounted for 15% of our revenues in 2004. We do not have long-term contractual relationships with many of our key customers, and there can be no assurance that our relationships with our key customers will continue as presently in effect. A reduction in or termination of our services by a key customer could have a material adverse effect on our business and operating results.

      We have interest rate exposure arising from borrowings under the line of credit ($165 million), variable rate capital lease obligations ($4 million) and the accounts receivable securitization ($240 million), all of which have variable interest rates. These variable interest rates are impacted by changes in short-term interest rates. We manage interest rate exposure through a 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 options or prepayment features for the interest rate swaps. The fair value of our long-term debt approximates carrying values. Assuming the current level of borrowings, a hypothetical one-percentage point increase in interest rates would increase our interest expense by $3.4 million.

      Consolidated Financial Statements of the Company as of December 31, 2004 and 2003 for each of the years in the three-year period ended December 31, 2004, together with related notes and the reports of KPMG LLP, an independent registered public accounting firm, are set forth on the following pages. Other required financial information set forth herein is more fully described in Item 15 of this Form 10-K.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Swift Transportation Co., Inc.:

      We have audited the accompanying consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries (the Company) as of December 31, 2004 and 2003 and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Swift Transportation Co., Inc. and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Swift Transportation Co., Inc.’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 8, 2005 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

Phoenix, Arizona

March 8, 2005

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY