SWIFT TRANSPORTATION CO INC
10-Q, 1999-05-07
TRUCKING (NO LOCAL)
Previous: WET SEAL INC, SC 13D/A, 1999-05-07
Next: AMVESCAP PLC GA, SC 13G/A, 1999-05-07



                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                       ----------------------------------

                                    Form 10-Q

(Mark One)
( X )    QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999

                                       or

(   )   TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934

                         Commission File Number 0-18605


                         Swift Transportation Co., Inc.
             (Exact name of registrant as specified in its charter)

           Nevada                                          86-0666860
(State or other jurisdiction of                  (I.R.S. employer identification
 incorporation or organization)                               number)

                             2200 South 75th Avenue
                                Phoenix, AZ 85043
                                 (602) 269-9700


               (Address,  including zip code,  and telephone  number,  including
        area code, of registrant's principal executive office)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),  and (2) has been subject to the
filing requirements for at least the past 90 days.

                                   YES  X   NO
                                       ---     ---

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date (May 4, 1999)

                Common stock, $.001 par value: 63,991,420 shares

                                                        Exhibit Index at page 14
                                                                  Total pages 17
<PAGE>
                                     PART I



                              FINANCIAL INFORMATION

                                                                       Page
                                                                      Number
Item 1.           Financial statements

                  Condensed consolidated balance sheets
                      as of March 31, 1999 (unaudited) and
                      December 31, 1998                               3 - 4

                  Condensed consolidated statements of
                      earnings (unaudited) for the three month
                      periods ended March 31, 1999 and 1998             5

                  Condensed consolidated statements of cash
                      flows (unaudited) for the three month
                      periods ended March 31, 1999 and 1998           6 - 7

                  Notes to condensed consolidated financial
                      statements                                        8


Item 2.           Management's discussion and analysis of
                      financial condition and results of
                      operations                                      9-13



                                     PART II

                                OTHER INFORMATION


Items 1, 2,
3, 4 and 5.       Not applicable

Item 6.           Exhibits and Reports on Form 8-K                     14

                                        2
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)



                                                       March 31,    December 31,
                                                         1999            1998
                                                       --------         --------
                                                      (unaudited)
                                     Assets
                                     ------

Current assets:
     Cash                                              $  4,531         $  6,530
     Accounts receivable, net                           123,640          118,555
     Equipment sales receivable                           1,537            5,262
     Inventories and supplies                             3,408            4,866
     Prepaid taxes, licenses and insurance               16,721           15,228
     Assets held for sale                                 5,468            5,468
     Deferred income taxes                                4,277            4,010
                                                       --------         --------
         Total current assets                           159,582          159,919
                                                       --------         --------


Property and equipment, at cost:
     Revenue and service equipment                      513,438          487,928
     Land                                                 8,464            8,409
     Facilities and improvements                         91,822           85,919
     Furniture and office equipment                      17,429           15,566
                                                       --------         --------
         Total property and equipment                   631,153          597,822
     Less accumulated depreciation and amortization     142,278          131,045
                                                       --------         --------
         Net property and equipment                     488,875          466,777
                                                       --------         --------

Other assets                                              1,805            1,770
Goodwill                                                  7,631            7,817
                                                       --------         --------

                                                       $657,893         $636,283
                                                       ========         ========

See accompanying notes to condensed consolidated financial statements.
                                                                       Continued

                                        3
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                           March 31,     December 31,
                                                             1999           1998
                                                            --------      --------
                                                          (unaudited)
<S>                                                         <C>           <C>
             Liabilities and Stockholders' Equity
             ------------------------------------
Current liabilities:
     Accounts payable                                       $ 27,395      $ 27,100
     Accrued liabilities                                      38,933        27,273
     Current portion of claims accruals                       27,018        23,788
     Current portion of long-term debt                           670           710
                                                            --------      --------
         Total current liabilities                            94,016        78,871
                                                            --------      --------



Borrowings under line of credit                              118,500       128,000
Long-term debt, less current portion                          15,890        15,208
Claims accruals, less current portion                         27,715        28,091
Deferred income taxes                                         61,938        58,760

Stockholders' equity:
     Preferred stock, par value $.001 per share
         Authorized 1,000,000 shares; none issued
     Common stock, par value $.001 per share
         Authorized 75,000,000 shares; issued
         65,187,696 and 65,044,275 shares at
         March 31, 1999 and December 31, 1998,
         respectively                                             65            65
     Additional paid-in capital                              123,764       123,386
     Retained earnings                                       229,021       216,918
                                                            --------      --------
                                                             352,850       340,369
     Less treasury stock, at cost (1,323,075  shares at
         March 31, 1999 and December  31, 1998.)              13,016        13,016
                                                            --------      --------
         Total stockholders' equity                          339,834       327,353
                                                            --------      --------

Commitments and contingencies
                                                            --------      --------
                                                            $657,893      $636,283
                                                            ========      ========
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                  Condensed Consolidated Statements of Earnings
                                   (unaudited)
                        (In thousands, except share data)


                                                    Three months ended
                                                        March 31,
                                                   1999           1998
                                               -----------     ----------

Operating revenue                              $   234,944     $  191,608
Operating expenses:
    Salaries, wages and employee benefits           89,047         69,187
    Operating supplies and expenses                 21,008         17,522
    Fuel                                            24,134         22,603
    Purchased transportation                        36,566         29,396
    Rental expense                                  11,133         10,033
    Insurance and claims                             6,870          5,887
    Depreciation and amortization                   14,025         11,078
    Communication and utilities                      3,289          2,718
    Operating taxes and licenses                     7,040          6,248
                                               -----------     ----------
         Total operating expenses                  213,112        174,672
                                               -----------     ----------

Operating income                                    21,832         16,936

Other (income) expenses:
    Interest expense                                 2,068          1,338
    Interest income                                   (130)           (56)
    Other                                             (149)          (163)
                                               -----------     ----------
         Other (income) expenses, net                1,789          1,119
                                               -----------     ----------

Earnings before income taxes                        20,043         15,817
Income taxes                                         7,940          6,405
                                               -----------     ----------

Net earnings                                   $    12,103     $    9,412
                                               ===========     ==========

Basic earnings per share                       $       .19     $      .15
                                               ===========     ==========

Diluted earnings per share                     $       .19     $      .14
                                               ===========     ==========


See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                     Three months ended
                                                                         March 31,
                                                                     1999            1998
                                                                 ---------         ---------
<S>                                                              <C>               <C>
Cash flows from operating activities:
     Net earnings                                                $  12,103         $   9,412
     Adjustments to reconcile net earnings to
         net cash provided by operating activities:
     Depreciation and amortization                                  13,581            10,119
     Deferred income taxes                                           2,911             1,091
     Provision for losses on accounts receivable                       300                90
     Amortization of deferred compensation                              68                48
     Increase (decrease) in cash resulting from
         changes in:
         Accounts receivable                                        (5,249)           (3,792)
         Inventories and supplies                                    1,458                31
         Prepaid expenses                                           (1,493)           (8,134)
         Other assets                                                  (35)              (94)
         Accounts payable, accrued liabilities
             and claims accruals                                    14,809            14,671
                                                                 ---------         ---------

         Net cash provided by operating activities                  38,453            23,442
                                                                 ---------         ---------


Cash flows from investing activities:
     Proceeds from sale of property and equipment                    6,669            10,175
     Capital expenditures                                          (42,726)          (51,059)
     Payments received on equipment sale receivables                 5,262             3,284
                                                                 ---------         ---------

         Net cash used in investing activities                     (30,795)          (37,600)
                                                                 ---------         ---------
</TABLE>

See accompanying notes to condensed consolidated financial statements.
                                                                       Continued

                                        6
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                     Three months ended
                                                                          March 31,
                                                                    1999             1998
                                                                 ---------         ---------
<S>                                                              <C>               <C>
Cash flows from financing activities:
     Repayments of long-term debt                                     (331)           (2,042)
     Increase (decrease) in borrowings under
         line of credit                                             (9,500)           19,500
     Payment of stock split fractional shares                                            (21)
     Proceeds from issuance of common stock
         under stock option plan                                       174               160
                                                                 ---------         ---------

         Net cash provided by (used in) financing
         activities                                                 (9,657)           17,597
                                                                 ---------         ---------

Net increase (decrease) in cash                                     (1,999)            3,439
Cash at beginning of period                                          6,530             5,726
                                                                 ---------         ---------
Cash at end of period                                            $   4,531          $  9,165
                                                                 =========          ========


Supplemental disclosure of cash flow information:
     Cash paid during the period for:
         Interest                                                $   2,068          $  1,291
         Income taxes                                            $     147          $  2,630


Supplemental schedule of noncash investing
   and financing activities:
         Equipment sales receivables                             $   1,537          $  4,566
         Direct financing for purchase of equipment              $     973          $    436

</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                        7
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

Note 1.       Basis of Presentation

              The  condensed   consolidated  financial  statements  include  the
              accounts  of Swift  Transportation  Co.,  Inc.,  a Nevada  holding
              company,  and its wholly-owned  subsidiaries (the "Company").  All
              significant  intercompany  balances  and  transactions  have  been
              eliminated.

              The financial  statements  have been  prepared in accordance  with
              generally accepted  accounting  principles,  pursuant to rules and
              regulations  of the  Securities  and Exchange  Commission.  In the
              opinion of management,  the  accompanying  condensed  consolidated
              financial  statements  include all adjustments  that are necessary
              for a fair  presentation  of the results  for the interim  periods
              presented.  Certain information and footnote disclosures have been
              condensed or omitted pursuant to such rules and regulations. These
              condensed  consolidated  financial  statements  and notes  thereto
              should  be read in  conjunction  with the  consolidated  financial
              statements  and notes  thereto  included in the  Company's  Annual
              Report on Form 10-K for the year ended December 31, 1998.  Results
              of operations in interim periods are not necessarily indicative of
              results to be expected for a full year.

Note 2.       Contingencies

              The Company is involved in certain  claims and pending  litigation
              arising from the normal course of business. Based on the knowledge
              of the facts and, in certain cases,  opinions of outside  counsel,
              management   believes  the   resolution   of  claims  and  pending
              litigation  will  not  have  a  material  adverse  effect  on  the
              financial condition of the Company.

Note 3.       Stock Split

              On March 15, 1999,  the  Company's  Board of Directors  approved a
              3-for-2 stock split  effected in the form of a stock  dividend and
              payable  on April 10,  1999 to the  stockholders  of record at the
              close of  business on March 31,  1999.  All share  amounts,  share
              prices and earnings per share have been retroactively  adjusted to
              reflect this 3-for-2 stock split.

                                        8
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS



Forward-Looking Statements

This  Report  on  Form  10-Q  contains  forward-looking  statements.  The  words
"believe,"  "expect,"  "anticipate,"  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 and plans relating to the foregoing.

Statements  in  Exhibit  99 to this  Quarterly  Report  on Form  10-Q and in the
Company's  Annual  Report  on Form  10-K,  including  Notes to the  Consolidated
Financial  Statements  and  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations," describe factors, among others, that could
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 and Related  Stockholder  Matters" in the Company's  Annual Report on Form
10-K.


Year 2000 Issue

The Company has completed its  comprehensive  review of its Year 2000 issues and
has completed its initial  review of internal  systems  (information  technology
("IT") and non-IT). The majority of the Company's  application software programs
are purchased from and maintained by vendors.  Therefore, the Company is working
with these software vendors to verify that these  applications  become Year 2000
ready. The Company estimates the status of progress of these internal systems as
follows:

                              Vendor Modifications       Testing Commenced
                                 Being Performed

IT Systems                                   99%                       95%

Non-IT Systems                               95%                       75%

The Company presently  believes that with  modifications and updates to existing
software, the cost

                                        9
<PAGE>
of which is not  expected  to be  material,  the Year 2000  issue  will not pose
significant  operational  problems  for  the  Company's  internal  systems.  The
Company's  contingency  plan in the event of a Year 2000  problem  is to perform
tasks through telephonic communication, which the Company believes will allow it
to operate in the short term assuming power and telephone services are
functioning.

As part of the Company's  comprehensive  review,  it is continuing to verify the
Year 2000  readiness  of third  parties  (vendors and  customers)  with whom the
Company has material  relationships.  At present,  the Company believes that its
material  vendors  and  customers  will be Year 2000 ready and the effect on the
Company's results of operations,  liquidity, and financial condition will not be
material.  The Company  will  continue to monitor the  progress of its  material
vendors and customers  and  formulate a  contingency  plan at that point in time
when the Company does not believe a material vendor or customer will be ready.


Overview

Although the trend in the truckload  segment of the motor carrier  industry over
the past several years has been toward  consolidation,  the  truckload  industry
remains  highly  fragmented.  Management  believes  the industry  trend  towards
financially  stable  "core  carriers"  will  continue  and  result in  continued
industry  consolidation.  In response to this trend,  the Company  continues  to
expand its fleet with an  increase  of 1,217  tractors  to 7,273  tractors as of
March 31, 1999, up from 6,056  tractors as of March 31, 1998. The owner operator
portion of the  Company's  fleet  increased to 1,324 as of March 31, 1999,  from
1,028 as of March 31, 1998.


Results of Operations

Three Months Ended March 31, 1999 compared to Three Months ended March 31, 1998

Operating revenue  increased $43.3 million,  or 22.6%, to $234.9 million for the
three  months ended March 31, 1999,  from $191.6  million for the  corresponding
period of 1998. The increase in operating revenue is primarily the result of the
expansion of the Company's fleet as a result of strong shipper demand.

The Company's  operating ratio (operating  expenses expressed as a percentage of
operating  revenue) for the first quarter of 1999 was 90.7% compared to 91.2% in
the  comparable  period of 1998.  The  Company's  operating  ratio for the three
months  ended March 31,  1999,  decreased  as a result of  decreases  in certain
components  of  operating  expenses  as a  percentage  of  operating  revenue as
discussed  below.  The Company's  empty mile factor for linehaul  operations was
14.00% and 14.06% and average  loaded  linehaul  revenue per mile was $ 1.33 and
$1.32 in the first quarter of 1999 and 1998, respectively.

                                       10
<PAGE>
Salaries, wages and employee benefits represented 37.9% of operating revenue for
the three months ended March 31, 1999 compared to 36.1% in 1998. The increase is
primarily due to a driver wage increase,  which was effective April 1, 1998, and
an increase in the accrual for the Company's profit sharing contribution.

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,  the  Company's
results  of  operations  would  be  negatively   impacted  to  the  extent  that
corresponding rate increases were not obtained.

Fuel as a  percentage  of operating  revenue was 10.3% for the first  quarter of
1999 versus 11.8% in 1998.  The decrease is partially  due to an increase in the
number of owner  operators who are  responsible for their own fuel. In addition,
actual fuel cost per gallon decreased by approximately  nine cents per gallon in
the first quarter of 1999 versus the first quarter of 1998.

Increases  in fuel  costs,  to the extent not offset by rate  increases  or fuel
surcharges,  could have an adverse effect on the operations and profitability of
the Company. Management believes that the 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.  The Company  currently
does not use  derivative-type  hedging products but is currently  evaluating the
possible use of these products.

Purchased  transportation as a percentage of operating revenue was 15.6% for the
three months ended March 31,  1999,  compared to 15.3% in 1998.  The increase is
due to the  growth of the owner  operator  fleet to 1,324 as of March 31,  1999,
from 1,028 as of March 31, 1998.

Rental  expense as a  percentage  of  operating  revenue  was 4.7% for the first
quarter of 1999 versus 5.2% in 1998. At March 31, 1999 and 1998, leased tractors
represented 49% and 54%,  respectively,  of the total fleet of Company tractors.
In addition to the  reduction in the  percentage  of tractors  that were leased,
rental  expense was  positively  impacted by a reduction in the number of leased
trailers as well as a slight reduction in the average lease rate for tractors in
the  first  quarter  of 1999  versus  the  first  quarter  of  1998.  When it is
economically advantageous to do so, the Company will purchase then sell tractors
that it currently  leases by  exercising  the purchase  option  contained in the
lease.  Gains on these  activities  are recorded as a reduction of rent expense.
The Company  recorded  $633,000 in the first quarter of 1999 and $971,000 during
the first quarter of 1998 in gains from the sale of leased tractors.

Depreciation and amortization  expense as a percentage of operating  revenue was
6.0% in the first  quarter of 1999  versus 5.8% in 1998.  The  Company  includes
gains and losses from the sale of owned revenue  equipment in  depreciation  and
amortization  expense.  During the three month period ended March 31, 1999,  net
gains from the sale of revenue equipment  reduced  depreciation and amortization
expense by  approximately  $661,000  compared to  approximately  $809,000 in the
first  quarter  of  1998.  Exclusive  of  gains,  which  reduced  this  expense,
depreciation and amortization

                                       11
<PAGE>
expense as a percentage  of operating  revenue was 6.2% in the first  quarter of
1999  and  1998.  

Insurance and claims expense  represented 2.9% and 3.1% of operating  revenue in
the  first  quarter  of 1999 and 1998,  respectively.  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 that management  considers  adequate.
The  Company  accrues the  estimated  cost of the  uninsured  portion of pending
claims.  These accruals are estimated  based on  management's  evaluation of the
nature and  severity  of  individual  claims and an  estimate  of future  claims
development based on historical claims development trends.

Income tax expense was recorded  using an  effective  rate of 39.6% and 40.5% in
the first  quarter of 1999 and 1998,  respectively.  This  decrease  is due to a
change in the mix of income between states.


Liquidity and Capital Resources

The continued growth in the Company's business requires  significant  investment
in new  revenue  equipment,  upgraded  and  expanded  facilities,  and  enhanced
computer  hardware and  software.  The funding for this  expansion has been from
cash  provided  by  operating  activities,  proceeds  from the  sale of  revenue
equipment,  long-term debt,  borrowings on the Company's line of credit, the use
of operating  leases to finance the  acquisition  of revenue  equipment and from
periodic public offerings of common stock.

Net cash provided by operating  activities  was $38.5 million in the first three
months of 1999  compared to $23.4  million in 1998.  The  increase is  primarily
attributable to an increase in net earnings and  depreciation  and  amortization
along with a smaller increase in prepaid  expenses due to a significant  portion
of the 1999 license fees being paid in 1998.

Net cash used in investing  activities  decreased to $30.8  million in the first
three months of 1999 from $37.6  million in 1998.  The decrease is due primarily
to less capital  expenditures in 1999 offset by decreased proceeds from the sale
of property and equipment.

As of March 31,  1999,  the  Company  had  commitments  outstanding  to  acquire
replacement and additional revenue equipment for approximately $279 million. The
Company  has the option to cancel  such  commitments  upon 60 days  notice.  The
Company  believes  it has the  ability to obtain  debt and lease  financing  and
generate  sufficient  cash  flows from  operating  activities  to support  these
acquisitions of revenue equipment.

During the first three months of 1999, the Company incurred  approximately  $8.0
million of non-revenue equipment capital  expenditures.  These expenditures were
primarily for facilities and equipment.

The Company anticipates that it will expend approximately $45 million during the
remainder  of the year for  various  facilities  upgrades  and  acquisition  and
development of terminal facilities. Factors

                                       12
<PAGE>
such as costs and  opportunities  for future terminal  expansions may change the
amount of such anticipated expenditures.

The funding for capital  expenditures has been and is anticipated to continue to
be  from a  combination  of  cash  provided  by  operating  activities,  amounts
available under the Company's line of credit and debt and lease  financing.  The
availability  of capital for revenue  equipment and other  capital  expenditures
will be affected by prevailing  market  conditions  and the Company's  financial
condition and results of operations.

Net cash used in  financing  activities  amounted  to $9.7  million in the first
three  months of 1999  compared to $17.6  million of cash  provided by financing
activities in 1998. This decrease is primarily due to reduced  borrowings  under
the line of credit.

Management  believes  that it will be able to  finance  its  needs  for  working
capital,  facilities  improvements and expansion,  as well as anticipated  fleet
growth, with cash flows from future operations,  borrowings  available under the
line of credit and with long-term debt and operating lease financing believed to
be available to finance  revenue  equipment  purchases.  Over the long term, the
Company  will  continue  to have  significant  capital  requirements,  which may
require  the  Company  to seek  additional  borrowings  or equity  capital.  The
availability  of debt financing or equity capital will depend upon the Company's
financial  condition  and results of  operations  as well as  prevailing  market
conditions,  the market price of the  Company's  common stock and other  factors
over which the Company has little or no control.


Inflation

Inflation can be expected to have an impact on the Company's  operating costs. A
prolonged period of inflation would cause interest rates,  fuel, wages and other
costs to increase and would adversely affect the Company's 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.  The
Company's  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.

                                       13
<PAGE>
                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                            PART II OTHER INFORMATION



Items 1, 2, 3, 4 and 5.    Not applicable

Item 6.                    Exhibits and reports on Form 8-K

                           (a)      Exhibit 11 - Schedule of  Computation of Net
                                    Earnings Per Share

                                    Exhibit 27 - Financial Data Schedule

                                    Exhibit 99 - Private  Securities  Litigation
                                    Reform  Act of 1995 Safe  Harbor  Compliance
                                    Statement for Forward-Looking Statements

                           (b)      No  Current  Reports  on Form 8-K were filed
                                    during  the  three  months  ended  March 31,
                                    1999.

                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                         Swift Transportation Co., Inc.

Date:         May 7, 1999                           /s/ William F. Riley III
                                                    --------------------------
                                                           (Signature)
                                                      William F. Riley III
                                                      Chief Financial Officer
                                       14

                                   EXHIBIT 11

                  SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES

                Schedule of Computation of Net Earnings Per Share
                    (in thousands, except per share amounts)




                                                Three months ended
                                                     March 31,

                                               1999            1998
                                             ---------       ---------

Net earnings                                 $  12,103       $   9,412
                                             =========       =========

Weighted average shares:
     Common shares outstanding                  63,747          63,747

     Common equivalent shares issuable
     upon exercise of employee stock
     options                                     1,370           1,407
                                             ---------       ---------

Diluted weighted average shares                 65,117          65,154
                                             =========       =========



Basic earnings per share                     $     .19       $     .15
                                             =========       =========

Diluted earnings per share                   $     .19       $     .14
                                             =========       =========

                                       15

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
         THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
         FINANCIAL  STATEMENTS  AS OF  MARCH  31,1999  AND IS  QUALIFIED  IN ITS
         ENTIRETY BY REFERENCE TO SUCH STATEMENTS
</LEGEND>
<CIK>                                                863557
<NAME>                       SWIFT TRANSPORTATION CO., INC.
<MULTIPLIER>                                          1,000
<CURRENCY>                                       US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                               DEC-31-1999
<PERIOD-START>                                  JAN-01-1999
<PERIOD-END>                                    MAR-31-1999
<EXCHANGE-RATE>                                           1
<CASH>                                                4,531
<SECURITIES>                                              0
<RECEIVABLES>                                       123,640
<ALLOWANCES>                                              0
<INVENTORY>                                           3,408
<CURRENT-ASSETS>                                    159,582
<PP&E>                                              631,153
<DEPRECIATION>                                      142,278
<TOTAL-ASSETS>                                      657,893
<CURRENT-LIABILITIES>                                94,016
<BONDS>                                                   0
                                     0
                                               0
<COMMON>                                                 65
<OTHER-SE>                                          339,769
<TOTAL-LIABILITY-AND-EQUITY>                        657,893
<SALES>                                             234,944
<TOTAL-REVENUES>                                    234,944
<CGS>                                                     0
<TOTAL-COSTS>                                       213,112
<OTHER-EXPENSES>                                       (279)
<LOSS-PROVISION>                                          0
<INTEREST-EXPENSE>                                    2,068
<INCOME-PRETAX>                                      20,043
<INCOME-TAX>                                          7,940
<INCOME-CONTINUING>                                  12,103
<DISCONTINUED>                                            0
<EXTRAORDINARY>                                           0
<CHANGES>                                                 0
<NET-INCOME>                                         12,103
<EPS-PRIMARY>                                           .19
<EPS-DILUTED>                                           .19
        

</TABLE>

                                   EXHIBIT 99

                Private Securities Litigation Reform Act of 1995
         Safe Harbor Compliance Statement for Forward-Looking Statements


     In  passing  the  Private  Securities  Litigation  Reform  Act of 1995 (the
"PSLRA"),   Congress  encouraged  public  companies  to  make   "forward-looking
statements"(1)  by creating a safe-harbor to protect  companies from  securities
law   liability   in   connection   with   forward-looking   statements.   Swift
Transportation  Co., Inc. ("Swift") intends to qualify both its written and oral
forward-looking statements for protection under the PSLRA.

     To qualify oral forward-looking  statements for protection under the PSLRA,
a readily available written document must identify  important factors that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements.  Swift  provides the following  information  in connection  with its
continuing  effort to qualify  forward-looking  statements  for the safe  harbor
protection of the PSLRA.

     Important  factors  currently  known to management  that could cause actual
results to differ materially from those in forward-looking  statements  include,
but are not  limited to, the  following:  (i) excess  capacity  in the  trucking
industry;  (ii)  significant  increases  or rapid  fluctuations  in fuel prices,
interest rates, fuel taxes,  tolls,  license and registration fees and insurance
premiums,  to the  extent  not  offset by  increases  in  freight  rates or fuel
surcharges;  (iii) difficulty in attracting and retaining  qualified drivers and
owner  operators,  especially  in light of the  current  shortage  of  qualified
drivers and owner operators;  (iv) recessionary economic cycles and downturns in
customers' business cycles, particularly in market segments and industries (such
as  retail  and   manufacturing)   in  which  the  Company  has  a   significant
concentration  of  customers;   (v)  seasonal  factors  such  as  harsh  weather
conditions that increase operating costs; (vi) increases in driver  compensation
to the extent not offset by increases in freight  rates;  (vii) the inability of
the Company to continue to secure acceptable financing arrangements;  (viii) the
ability of the Company to continue to identify acquisition  candidates that will
result in successful combinations;  (ix) an unanticipated increase in the number
of claims for which the Company is self insured; and (x) a significant reduction
in or termination of the Company's trucking services by a key customer.

     Forward-looking  statements  express  expectations  of future  events.  All
forward-looking statements are inherently uncertain as they are based on various
expectations  and assumptions  concerning  future events and they are subject to
numerous  known and unknown  risks and  uncertainties  which could cause  actual
events or  results  to differ  materially  from  those  projected.  Due to these
inherent  uncertainties,  the  investment  community is urged not to place undue
reliance  on  forward-looking  statements.  In  addition,  Swift  undertakes  no
obligation to update or revise  forward-looking  statements  to reflect  changed
assumptions,  the occurrence of  unanticipated  events or changes to projections
over time.

                                       17


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission