SWIFT TRANSPORTATION CO INC
10-Q, 2000-11-13
TRUCKING (NO LOCAL)
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                       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 September 30, 2000

                                       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
 incorporation or organization)                           identification 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 (November 13, 2000)

                Common stock, $.001 par value: 63,258,091 shares

                                                        EXHIBIT INDEX AT PAGE 16
                                                                  TOTAL PAGES 19
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

                                                                           Page
                                                                          Number
                                                                          ------
Item 1. Financial Statements

        Condensed Consolidated Balance Sheets
          as of September 30, 2000 (unaudited) and
          December 31, 1999                                                3-4

        Condensed Consolidated Statements of
          Earnings (unaudited) for the Three and Nine
          Month Periods Ended September 30, 2000 and 1999                   5

        Condensed Consolidated Statements of Cash Flows
          (unaudited) for the Nine Month Periods Ended
          September 30, 2000 and 1999                                      6-7

        Notes to Condensed Consolidated Financial Statements               8-9


Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations                   10-15


Item 3. Quantitative and Qualitative Disclosures about Market Risk          15


                                     PART II

                                OTHER INFORMATION

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

Item 6. Exhibits and Reports on Form 8-K                                    16

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

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


                                                    September 30,   December 31,
                                                        2000            1999
                                                      --------        --------
                                                     (unaudited)
                            Assets
Current assets:
  Cash                                                $ 13,316        $  9,969
  Accounts receivable, net                             182,135         153,418
  Equipment sales receivable                             8,448           5,966
  Inventories and supplies                               8,300           7,410
  Prepaid taxes, licenses and insurance                 12,017          17,010
  Assets held for sale                                   3,606           5,468
  Deferred income taxes                                  4,325           4,200
                                                      --------        --------
      Total current assets                             232,147         203,441
                                                      --------        --------
Property and equipment, at cost:
  Revenue and service equipment                        678,011         608,470
  Land                                                  13,562          12,879
  Facilities and improvements                          136,336         112,659
  Furniture and office equipment                        23,697          20,260
                                                      --------        --------
      Total property and equipment                     851,606         754,268
  Less accumulated depreciation and amortization       178,615         172,936
                                                      --------        --------
      Net property and equipment                       672,991         581,332
                                                      --------        --------
Investment in and earnings from equity investment        5,020
Other assets                                             3,304           2,731
Goodwill                                                 6,511           7,070
                                                      --------        --------

                                                      $919,973        $794,574
                                                      ========        ========

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)


                                                    September 30,   December 31,
                                                        2000            1999
                                                      --------        --------
                                                     (unaudited)
             Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                                 $ 49,985        $ 53,917
     Accrued liabilities                                41,505          34,493
     Current portion of claims accruals                 24,519          26,530
     Current portion of long-term debt                     388             473
     Securitization of accounts receivable              99,000
                                                      --------        --------
         Total current liabilities                     215,397         115,413
                                                      --------        --------

Borrowings under line of credit                        128,500         152,500
Long-term debt, less current portion                    15,364          15,653
Claims accruals, less current portion                   21,803          21,122
Deferred income taxes                                  112,830          95,687

Stockholders' equity:
  Preferred stock, par value $.001 per share
    Authorized 1,000,000 shares; none issued
  Common stock, par value $.001 per share
    Authorized 150,000,000 shares; issued
    66,174,681 and 65,818,166 shares at
    September 30, 2000 and December 31, 1999,
    respectively                                            66              66
  Additional paid-in capital                           134,698         131,571
  Retained earnings                                    326,281         283,749
                                                      --------        --------
  Less treasury stock, at cost (2,917,850 and          461,045         415,386
    1,862,550 shares at September 30, 2000 and
    December 31, 1999, respectively)                    34,966          21,187
                                                      --------        --------
         Total stockholders' equity                    426,079         394,199
                                                      --------        --------
Commitments and contingencies
                                                      $919,973        $794,574
                                                      ========        ========

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)

<TABLE>
<CAPTION>
                                             Three months ended        Nine months ended
                                                September 30,            September 30,
                                           ----------------------    ----------------------
                                             2000          1999        2000         1999
                                           ---------    ---------    ---------    ---------
<S>                                        <C>          <C>          <C>          <C>
Operating revenue                          $ 320,586    $ 279,423    $ 928,663    $ 776,898
Operating expenses:
  Salaries, wages and employee benefits      110,051       99,951      323,623      284,569
  Operating supplies and expenses             25,095       21,504       73,209       65,458
  Fuel                                        43,638       32,284      124,055       84,563
  Purchased transportation                    59,957       49,627      174,508      131,167
  Rental expense                              16,877        9,905       46,380       31,897
  Insurance and claims                         6,768        6,876       23,466       19,703
  Depreciation and amortization               16,859       15,232       46,757       41,971
  Communication and utilities                  4,054        3,540       11,697       10,417
  Operating taxes and licenses                 8,469        7,354       25,320       21,431
                                           ---------    ---------    ---------    ---------
         Total operating expenses            291,768      246,273      849,015      691,176
                                           ---------    ---------    ---------    ---------

Operating income                              28,818       33,150       79,648       85,722

Other (income) expenses:
  Interest expense                             4,150        2,832       11,237        7,020
  Interest income                                (42)        (153)        (534)        (304)
  Other                                         (231)         (71)        (327)        (243)
                                           ---------    ---------    ---------    ---------
         Other (income) expenses, net          3,877        2,608       10,376        6,473
                                           ---------    ---------    ---------    ---------

Earnings before income taxes                  24,941       30,542       69,272       79,249
Income taxes                                   9,625       11,810       26,740       30,910
                                           ---------    ---------    ---------    ---------

Net earnings                               $  15,316    $  18,732    $  42,532    $  48,339
                                           =========    =========    =========    =========

Basic earnings per share                   $     .24    $     .29    $     .67    $     .76
                                           =========    =========    =========    =========

Diluted earnings per share                 $     .24    $     .29    $     .66    $     .74
                                           =========    =========    =========    =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

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

                 Condensed Consolidated Statements of Cash Flows
                                   (unaudited)
                                 (In thousands)


                                                               Nine Months
                                                           Ended September 30,
                                                         ----------------------
                                                            2000         1999
                                                         ---------    ---------
Cash flows from operating activities:
 Net earnings                                            $  42,532    $  48,339
 Adjustments to reconcile net earnings to
  net cash provided by operating activities:
  Depreciation and amortization                             46,718       38,657
  Deferred income taxes                                     22,225       11,332
  Provision for losses on accounts receivable                  800          900
  Amortization of deferred compensation                        337          228
  Increase (decrease) in cash resulting from changes in:
    Accounts receivable                                    (34,723)     (27,210)
    Inventories and supplies                                  (890)      (1,778)
    Prepaid expenses                                         4,993        6,617
    Other assets                                              (846)        (447)
    Accounts payable, accrued liabilities
     and claims accruals                                     1,950       28,597
                                                         ---------    ---------

          Net cash provided by operating activities         83,096      105,235
                                                         ---------    ---------
Cash flows from investing activities:
 Proceeds from sale of property and equipment               75,720       40,183
 Capital expenditures                                     (215,008)    (159,789)
 Equity investment                                          (5,000)
 Payments received on equipment sale receivables             5,966        5,262
                                                         ---------    ---------

          Net cash used in investing activities           (138,322)    (114,344)
                                                         ---------    ---------

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)


                                                               Nine Months
                                                           Ended September 30,
                                                         ----------------------
                                                            2000         1999
                                                         ---------    ---------
Cash flows from financing activities:
  Repayments of long-term debt                              (5,437)        (798)
  Change in borrowings under line of credit                (24,000)       3,500
  Payment of stock split fractional shares                                   (9)
  Increase in borrowings under accounts receivable
    securitization                                          99,000
  Purchases of treasury stock                              (13,779)
  Proceeds from issuance of common stock
    under stock option and stock purchase plans              2,789        2,367
                                                         ---------    ---------
      Net cash provided by financing activities             58,573        5,060
                                                         ---------    ---------

Net increase (decrease) in cash                              3,347       (4,049)
Cash at beginning of period                                  9,969        6,530
                                                         ---------    ---------
Cash at end of period                                    $  13,316    $   2,481
                                                         =========    =========


Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest                                             $  10,728    $   6,803
    Income taxes                                         $       0    $  14,528


Supplemental schedule of noncash investing and
  financing activities:
    Equipment sales receivables                          $   8,448    $   7,398
    Direct financing for purchase of equipment           $   5,063    $     973

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   financial   statements   include  all  normal   recurring
        adjustments,  which are necessary for a fair presentation of the results
        for the interim  periods  presented.  Certain  information  and footnote
        disclosures  have been  condensed or omitted  pursuant to such rules and
        regulations. These condensed consolidated financial statements and notes
        thereto should be read in conjunction  with the  consolidated  financial
        statements and notes thereto  included in the Company's Annual Report on
        Form 10-K for the year ended December 31, 1999. 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. Assets Held for Sale

        In February 2000, the Company sold a portion of the assets held for sale
        which relate to the Company's former corporate  headquarters.  There was
        no gain or loss on the sale of these assets.

Note 4. Accounts Receivable Securitization

        The Company  received  $99,000,000 of proceeds under the  Securitization
        program. As discussed in the Annual Report, these proceeds are reflected
        as a current liability on the consolidated  financial statements because
        the committed term, subject to annual renewals, is 364 days.

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

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)

Note 5. Investment in Transplace.com

        In April 2000, the Company and five other large transportation companies
        ("Members")  entered  into an (1)  Operating  Agreement  and (2) Initial
        Subscription  Agreement of Transplace.com,  LLC  ("Transplace.com"),  an
        Internet-based global transportation logistics company. These agreements
        finalize the terms of the agreement in principal,  signed in March 2000,
        to form Transplace.com.

        The Company has contributed its Transportation  Logistics Business along
        with  associated   intangible   assets  and   Transplace.com   commenced
        operations  on July 1, 2000.  As of  September  30, 2000 the Company has
        contributed  $5,000,000 to  Transplace.com.  The  Company's  interest in
        Transplace.com,  which is  accounted  for using the  equity  method,  is
        approximately 15%.

                                       9
<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 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.

OVERVIEW

Although the trend in the truckload  segment of the motor carrier  industry over
the past several years has been towards  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 1,420  tractors  to 9,514  tractors as of
September 30, 2000 up from 8,094  tractors as of September  30, 1999.  The owner
operator  portion of the Company's  fleet increased to 2,024 as of September 30,
2000 from 1,663 as of September 30, 1999.

                                       10
<PAGE>
RESULTS OF OPERATIONS

THREE MONTHS ENDED  SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1999

Operating  revenue  increased  $41.2 million or 14.7% to $320.6  million for the
three months ended September 30, 2000 from $279.4 million for the  corresponding
period of 1999. The increase in operating revenue is primarily the result of the
expansion of the Company's fleet,  rate increases of approximately 3% and a fuel
surcharge revenue increase of approximately $12 million.

The Company's  operating ratio (operating  expenses expressed as a percentage of
operating  revenue) for the third quarter of 2000 was 91.0% compared to 88.1% in
the  comparable  period of 1999.  The  Company's  operating  ratio for the three
months ended  September  30, 2000  increased as a result of increases 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
13.91% and 13.87% and  average  loaded  linehaul  revenue per mile was $1.37 and
$1.33 in the third quarter of 2000 and 1999, respectively.

Salaries, wages and employee benefits represented 34.3% of operating revenue for
the three months  ended  September  30, 2000  compared  with 35.8% in 1999.  The
decrease is  primarily  due to a decrease in the accrual for the profit  sharing
contribution  to the  Company's  401(k)  plan and an  increase in the portion of
revenues generated by owner operators.

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  needed in order to attract  and retain  drivers,  the  Company's
results  of  operations  would  be  negatively   impacted  to  the  extent  that
corresponding freight rate increases were not obtained.

Fuel as a  percentage  of operating  revenue was 13.6% for the third  quarter of
2000 versus 11.6% in 1999. The increase is primarily due to actual fuel cost per
gallon  increasing  by  approximately  33 cents  per  gallon  (30%) in the third
quarter of 2000 versus the third quarter of 1999.

Increases  in fuel  costs,  to the extent not offset by rate  increases  or fuel
surcharges,  would have an adverse effect on the operations and profitability of
the Company. Management believes 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.

Purchased  transportation as a percentage of operating revenue was 18.7% for the
three months ended September 30, 2000 compared to 17.8% in 1999. The increase is
primarily due to the growth of the owner operator fleet to 2,024 as of September
30, 2000 from 1,663 as of September 30, 1999 and payments for fuel surcharges to
the owner operators.

Rental  expense as a  percentage  of  operating  revenue  was 5.3% for the third
quarter of 2000  versus 3.5% in 1999.  At  September  30, 2000 and 1999,  leased
tractors  represented 60% and 48%,  respectively,  of the total fleet of Company
tractors.  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 gains of $110,000 in the third

                                       11
<PAGE>
quarter of 2000 and $1.6 million  during the third quarter of 1999 from the sale
of leased  tractors.  Exclusive of gains,  which  reduced this  expense,  rental
expense as a  percentage  of  operating  revenue  was 5.3% and 4.1% in the third
quarter of 2000 and 1999, respectively.

Depreciation and amortization  expense as a percentage of operating  revenue was
5.3% in the third  quarter of 2000  versus 5.5% in 1999.  The  Company  includes
gains and losses from the sale of owned revenue  equipment in  depreciation  and
amortization  expense.  During the three month period ended  September 30, 2000,
net  gains  from  the  sale  of  revenue  equipment  reduced   depreciation  and
amortization  expense by  approximately  $1.4 million  compared to approximately
$695,000 in the third  quarter of 1999.  Exclusive of gains,  which reduced this
expense,  depreciation  and  amortization  expense as a percentage  of operating
revenue was 5.7% in the third quarter of both 2000 and 1999.

Insurance and claims expense  represented 2.1% and 2.5% of operating  revenue in
the  third  quarter  of 2000 and 1999,  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 which 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.  Insurance and claims
expense  will vary as a percentage  of  operating  revenue from period to period
based on the frequency and severity of claims incurred in a given period as well
as changes in claims development trends.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999

Operating  revenue  increased  $151.8 million or 19.5% to $928.7 million for the
nine months ended  September 30, 2000 from $776.9 million for the  corresponding
period of 1999. The increase in operating revenue is primarily the result of the
expansion of the Company's  fleet,  rate increases of  approximately  2.5% and a
fuel surcharge revenue increase of approximately $30 million.

The Company's  operating ratio (operating  expenses expressed as a percentage of
operating revenue) for the first nine months of 2000 was 91.4% compared to 89.0%
in the  comparable  period of 1999. The Company's  operating  ratio for the nine
months ended  September  30, 2000  increased as a result of increases 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
14.06% for both periods and average loaded  linehaul  revenue per mile was $1.37
and $1.33 in the first nine months of 2000 and 1999, respectively.

Salaries, wages and employee benefits represented 34.8% of operating revenue for
the nine months  ended  September  30,  2000  compared  with 36.6% in 1999.  The
decrease is  primarily  due to a decrease in the accrual for the profit  sharing
contribution  to the  Company's  401(k)  plan and an  increase in the portion of
revenues generated by owner operators.

                                       12
<PAGE>
Fuel as a percentage of operating revenue was 13.4% for the first nine months of
2000 versus 10.9% in 1999. The increase is primarily due to actual fuel cost per
gallon increasing by approximately 36 cents per gallon (36%) for the nine months
ended September 30, 2000 versus the nine months ended September 30, 1999.

Purchased  transportation as a percentage of operating revenue was 18.8% for the
nine months ended  September 30, 2000 compared to 16.9% in 1999. The increase is
primarily due to the growth of the owner operator fleet to 2,024 as of September
30, 2000 from 1,663 as of September 30, 1999 and payments for fuel surcharges to
the owner operators.

Rental expense as a percentage of operating  revenue was 5.0% for the first nine
months of 2000 versus 4.1% in 1999. 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 gains of $1.0
million  and  $3.2   million  in  the  first  nine  months  of  2000  and  1999,
respectively,  from the sale of  leased  tractors.  Exclusive  of  gains,  which
reduced this expense,  rental  expense as a percentage of operating  revenue was
5.1% and 4.5% in the first nine months of 2000 and 1999, respectively.

Depreciation and amortization  expense as a percentage of operating  revenue was
5.0% and 5.4% in the first nine months of 2000 and 1999.  The  Company  includes
gains and losses from the sale of owned revenue  equipment in  depreciation  and
amortization expense. During the nine month period ended September 30, 2000, net
gains from the sale of revenue equipment  reduced  depreciation and amortization
expense by approximately  $7.6 million compared to approximately $3.3 million in
the first nine months of 1999.  Exclusive of gains,  which reduced this expense,
depreciation and amortization  expense as a percentage of operating  revenue was
5.9% and 5.8% in the first nine months of 2000 and 1999, respectively.

Insurance and claims expense  represented 2.5% of operating revenue in the first
nine  months  of both  2000  and  1999.  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 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.  Insurance and claims expense will vary
as a  percentage  of  operating  revenue  from  period  to  period  based on the
frequency  and severity of claims  incurred in a given period as well as changes
in claims development trends.

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

                                       13
<PAGE>
cash  provided  by  operating  activities,  proceeds  from the  sale of  revenue
equipment,  long-term debt, borrowings on the Company's line of credit, proceeds
from the accounts  receivable  securitization,  the use of  operating  leases to
finance the acquisition of revenue  equipment and from periodic public offerings
of common stock.

The Company's  current  liabilities  increased  significantly as a result of the
receipt of $99 million of proceeds under the Accounts Receivable Securitization.
This increase was partially offset by a decrease in the line of credit facility,
which is  classified  as a noncurrent  liability.  As discussed in the financial
statement  footnotes,  the receipts under the  Securitization are required to be
shown as a current  liability  because  the  committed  term,  subject to annual
renewals, is 364 days.

Net cash  provided by operating  activities  was $83.1 million in the first nine
months of 2000  compared to $105.2  million in 1999.  The  decrease is primarily
attributable  to a decrease  in net  earnings,  a larger  increase  in  accounts
receivable and a smaller increase in accounts payable,  accrued  liabilities and
claims  accruals  offset by an increase in  depreciation  and  amortization  and
deferred income taxes.

Net cash used in investing  activities  increased to $138.3 million in the first
nine months of 2000 from $114.3  million in 1999.  The increase is primarily due
to greater  capital  expenditures  in 2000 and the investment in  Transplace.com
offset by increased proceeds from the sale of property and equipment.

As of September 30, 2000,  the Company had  commitments  outstanding  to acquire
replacement and additional revenue equipment for approximately $203 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 nine months of 2000, the Company incurred  approximately  $33.1
million of non-revenue equipment capital  expenditures.  These expenditures were
primarily for facilities and equipment.

The Company anticipates that it will expend  approximately $5 million during the
remainder  of the year for  various  facilities  upgrades  and  acquisition  and
development of terminal facilities.  Factors such as costs and opportunities for
future terminal expansions may change the amount of such expenditures.

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, accounts receivable securitization
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 provided by financing activities amounted to $58.6 million in the first
nine months of 2000 compared to $5.1 million in 1999. This increase is primarily

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<PAGE>
due to increased proceeds from the accounts receivable  securitization offset by
reduced borrowings under the line of credit and treasury stock purchases.

Management  believes 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, accounts receivable securitization 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 could cause interest rates,  fuel, wages and other
costs to  increase  which  would  adversely  affect  the  Company's  results  of
operations unless freight rates could be increased correspondingly. However, the
effect of inflation on the Company 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.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative  Disclosure - There have been no material  changes in the Company's
market risk during the six months ended September 30, 2000.

Qualitative  Disclosure  - This  information  is set  forth  on  page  17 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
and is incorporated herein by reference.

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<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 3.1 - Articles of Incorporation  of the Company  (Incorporated
                        by  reference to Exhibit 3.1 of the  Company's  Form S-3
                        Registration Statement No. 33-66034)

          Exhibit 3.2 - Bylaws of the  Company  (Incorporated  by  reference  to
                        Exhibit  3.2  of the  Company's  Form  S-3  Registration
                        Statement No. 33-66034)

          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 September 30, 2000.

                                    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: November 13, 2000                 /s/ William F. Riley III
                                        ----------------------------------------
                                        (Signature)

                                        William F. Riley III
                                        Senior Executive Vice President and
                                        Chief Financial Officer


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