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