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SECURITIES AND EXCHANGE COMMISSION

Form 10-K

Commission File No. 0-18605

Swift Transportation Co., Inc.

(602) 269-9700

Securities registered pursuant to Section 12(b) of the Act:

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, 2003, the aggregate market value of common stock held by non-affiliates of the registrant was $977,365,000 based on $18.61 per share, which is the average of the closing bid and ask prices of our common stock as reported on the Nasdaq National Market on June 30, 2003.

     The number of shares outstanding of the registrant’s common stock on March 10, 2004 was 83,547,625.

DOCUMENTS INCORPORATED BY REFERENCE

     Materials from the registrant’s Notice and Proxy Statement relating to the 2004 Annual Meeting of Stockholders have been incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.

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PART I

Item 1.     Business

General

      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”) which operate the largest fleet of truckload carrier equipment in the United States combining strong regional operations with a transcontinental van operation. 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. We operate throughout the continental United States, predominantly in one industry, road transportation, as a truckload motor carrier and thus have only one single reportable segment.

      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 us from time to time in filings with the Securities and Exchange Commission or otherwise. The words “believe,” “expect,” “anticipate,” and “project,” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may include, but are not limited to: projections of revenues, income, or loss; capital expenditures; plans for future operations; financing needs or plans; the impact of inflation; plans relating to products or services of the Company; the benefits of our terminal network; the continued consolidation of the truckload industry and our ability to capitalize on this trend; the increase in the number of companies outsourcing their transportation requirements; our ability to sell our used trucks at favorable prices; our ability to attract and retain qualified drivers; our ability to pass on to our customers increased labor and fuel costs and protect against increases in fuel costs through the use of fuel efficient equipment; pending or future acquisitions; that our relationship with Wal-Mart will be enhanced as a result of our acquisition of Merit; the sufficiency of our capital resources; our plans to extend our vehicle replacement program to four or more years; the anticipated impact of receiving a conditional safety rating from the Federal Motor Carrier Safety Administration; the outcome of routine litigation incidental to our business; and the impact of new regulations issued by the Department of Transportation concerning the maximum number of hours of service that commercial truck drivers can operate; as well as assumptions relating to the foregoing. We undertake 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 Stock, Related Stockholder Matters and Issuer Repurchases of Equity Securities” in this Annual Report.

Operations

      We have developed a network of regional terminals and offices strategically located in areas that have strong and 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 freight volume. To minimize competition with long-haul truckload carriers and railroads, we

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      We focus on achieving constant availability for service-sensitive customers in short-to-medium haul traffic lanes that regularly ship over established routes within our regional service areas. We seek to provide premium service with commensurate rates, rather than compete primarily on the basis of price. This regional network also enables us to enhance driver recruitment and retention by regularly returning drivers to their homes, reducing our purchases of higher priced fuel at truck stops and expediting lower cost, in-house equipment maintenance. The principal elements of our premium service include: regional terminals to facilitate single and multiple pick-ups and deliveries and maintain local contact with customers; well-maintained, late model equipment that enhances on-time deliveries and driver satisfaction; a fully-integrated computer system to monitor shipment status and variations from schedule; an onboard communications system that enables us to dispatch and monitor traffic; timely deliveries; specialized equipment, such as high cubic capacity trailers, to respond promptly to customers’ varying requirements; multiple drops, appointment pick-ups and deliveries; assistance in loading and unloading; and extra trailers that can be placed for the convenience of our customers at their shipping locations.

      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. As a result, our operations personnel are better able 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 expensive over-the-road fueling and repair costs. Consistent scheduling also allows us to be more responsive to our customers’ needs. Our regular scheduling and relatively short length of haul enable drivers to regularly return to their homes, which helps us with driver recruitment and retention.

      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.

      In addition to expanding our services to existing customers, we actively pursue new traffic commitments from high volume, financially stable shippers for whom we have not previously provided services. Furthermore, 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 allows us to take advantage of this trend. We already serve as a preferred supplier, or “core carrier” for many major shippers who are considering, or may in the future consider, outsourcing their private fleet transportation and logistics requirements.

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      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.

      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 2000, we augmented our cross border operation by acquiring 49% of Trans-Mex, a carrier that focuses on shipments to and from Mexico and we purchased the remaining 51% in January 2004. For additional information regarding our purchase of the remaining interest in Trans-Mex as well as our guarantees of certain Trans-Mex obligations, see the Notes to Consolidated Financial Statements.

      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%, reflecting both our initial investment and that held by out subsidiary, M.S. Carriers. We report our equity interest in Transplace.com and our share of the profits and losses of Transplace.com 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, 2003, 2002 and 2001, Swift received less than 3% of its operating revenue from Transplace and paid less than 1% of its purchased transportation to Transplace.

Acquisitions

      Our growth has been dependent in part upon the acquisition of trucking companies throughout the United States. From 1988 through 1997, we completed eight acquisitions through which we grew from a regional carrier in the Western United States to a national carrier with operations throughout the entire country.

      In January 2001, we further expanded our operations in the eastern United States through an agreement with Cardinal Freight Carriers Inc. (“Cardinal Freight”), a van and flatbed carrier based in Concord, North Carolina. Under this agreement, we hired a number of Cardinal Freight’s drivers and subleased a number of tractors from Cardinal Freight.

      In June 2001, we merged with M.S. Carriers, Inc. (“M.S. Carriers”), also a publicly- held truckload carrier operating predominantly in the eastern United States. In exchange for 19,464,322 shares of our common stock, M.S. Carriers became a wholly-owned subsidiary. The transaction was accounted for as a pooling of interests.

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

      See “Factors That May Affect Future Results and Financial Condition” under Item 7.

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.

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      The following table shows the type and age of our owned and leased equipment at December 31, 2003:

(1)	Excludes 3,692 owner-operator tractors.

      Historically, we have purchased tractors and trailers manufactured to our specifications. Since 1990, we have 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. 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 have decided to operate the majority of our equipment for a period of four years. Furthermore, we may operate some equipment for five years depending upon mileage and use of the equipment. In the future, we expect to acquire tractors from two or more manufacturers. We expect to work with these equipment manufacturers to specify components that are common to each tractor so that we can continue the benefits of parts standardization. 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 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 adverse weather conditions 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.

Marketing and Customers

      We have targeted the service-sensitive segment of the truckload market, both common and contract, rather than that segment that uses price as its primary consideration. We have chosen to provide premium service with commensurate rates rather than compete primarily on the basis of price. The principal elements of our premium service include: regional terminals to facilitate single and multiple pick-ups and deliveries and maintain local contact with customers; well-maintained, late model equipment that enhances on-time deliveries and driver satisfaction; a fully-integrated computer system to monitor shipment status and variations from schedule; an onboard communications system that enables us to dispatch and monitor traffic; timely deliveries; specialized equipment, such as high cubic capacity trailers, to respond promptly to customers’ varying requirements; multiple drops, appointment pick-ups and deliveries; assistance in loading and unloading; and extra trailers that can be placed for the convenience of our customers. We concentrate our marketing efforts on expanding the amount of service we provide to existing customers.

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      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 55%, 39% and 30% respectively, of our revenues during 2003, 50%, 34% and 25%, respectively, of our revenues during 2002 and 48%, 33% and 23%, respectively, of our revenues during 2001. Wal-Mart is our largest customer and accounted for approximately 12%, 7% and 4% of our operating revenue during 2003, 2002 and 2001. No other customer accounted for more than 6% of operating revenue during the three years ended December 31, 2003. 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.

Employees

      Our larger terminals are staffed with terminal managers, driver managers and customer service representatives. Our terminal managers work with the fleet 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 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.

      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 have contracted with driver-training schools, which are managed by outside organizations including local community colleges throughout the country. 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 closed driving course time and a six to eight week, on-the-road training program.

      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. 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. The majority of company drivers are compensated on the basis of miles driven, loading/unloading and number of stops or deliveries, plus bonuses. The base pay for the miles driven by a drive increase with a driver’s length of service. Drivers employed by Swift participate in company-sponsored health, life and dental insurance plans and are eligible to participate in our 401(k) Profit Sharing Plan and an Employee Stock Purchase Plan.

      We have adopted a speed limit of 60 miles per hour for Company tractors (62 miles per hour for team drivers) and 65 miles per hour for owner-operator tractors, which is below the speed limits of many states. We

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      We enter into contracts with owner-operators. These owner-operators, unlike drivers we employ, own their tractors and are responsible for operating costs (for example fuel and maintenance) as opposed to drivers who are our employees. The owner-operators operate under our authority and are generally compensated based upon miles. Owner-operators currently comprise approximately 20% of our total fleet and we desire to aggressively expand this level. We believe that owner operators provide Swift with a noticeably higher return on our invested assets because owner operators incur the cost of acquiring their tractor, not Swift.

      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. Although 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.

      As of December 31, 2003, Swift employed approximately 21,000 full-time persons, of whom approximately 16,600 were drivers (including driver trainees), 1,900 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.

Safety

      We have an active safety and loss prevention program at each of our terminals. Supervisors engage in ongoing training of drivers regarding safe vehicle operations. We have adopted maximum speed limits. We believe that our insurance and claims expense, as a percentage of operating revenue is one of the best in the industry, which is attributable to our overall strong safety program.

Fuel

      In order to reduce fuel costs, we purchase approximately 79% of our fuel in bulk at 33 of our 35 terminals. We store fuel in underground storage tanks at two 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. There are some trucking companies with which we compete that 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.

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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, 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). An October 2003 compliance review by the Arizona division of the FMCSA has resulted in a proposed safety rating of conditional. We have been in discussions with the FMCSA about the proposed rating and filed a petition for a stay of the effective date of the proposed safety rating pending a review as provided for under the FMCSA regulations. Our petition for a stay was granted by the FMCSA on December 18, 2003 and the Arizona division of the FMCSA was ordered to respond to Swift’s petition for review. We received this response on January 19, 2004 and submitted our reply on February 5, 2004. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Safety Rating Update” for additional discussion about this situation.

      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. 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.

Item 2.     Properties

      Swift’s headquarters is situated on approximately 100 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.

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      Swift has terminals throughout the continental United States. A terminal may include customer service, marketing, fuel and repair facilities. The following table provides information regarding our significant facilities or terminals:

      As of December 31, 2003, our aggregate monthly rent for all leased properties was $264,000.

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Item 3.     Legal Proceedings

      We are a party to routine litigation incidental to our business, primarily involving claims for personal injury or property damage incurred in the transportation of freight. Our 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.

Item 4.     Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of our security holders during the fourth quarter of 2003.

PART II

      Our 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 10, 2004, the last reported sales price of our common stock was $20.91 per share. At that date, the number of stockholder accounts of record of our common stock was 4,800. We estimate there are approximately 6,400 beneficial holders of our common stock.

      We have not paid cash dividends on our common stock in the current year or either of the two preceding fiscal years. Our revolving credit facility and one of our notes payable include limitations on the payment of cash dividends. It is the current intention of management to retain earnings to finance the growth of our business. Future payment of cash dividends will depend upon the financial condition, results of operations, and capital requirements of the Company, as well as other factors deemed relevant by the Board of Directors.

Factors That May Affect Future Stock Performance

      The performance of our 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 34% of our common stock. Accordingly, Mr. Moyes will have a significant

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      Possible Volatility of Stock Price. The market price of our common stock could be subject to significant fluctuations in response to certain factors, including, among others, variations in the anticipated or actual results of our operations 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 our operating results.

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Item 6.     Selected Financial and Operating Data

      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, 2003 is derived from our Consolidated Financial Statements. The selected consolidated financial data for the years 2000 and 1999 has been restated to include the financial position, results of operations, and cash flows of M.S. Carriers (See Pooling of Interests note to the financial statements). The Consolidated Financial Statements as of December 31, 2003 and 2002, and for each of the years in the three-year period ended December 31, 2003 and the independent auditors’ report 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.