SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                                       OR

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

           For the transition period from ___________ to ____________

                           Commission File No. 0-18605

                         SWIFT TRANSPORTATION CO., INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                                 86-0666860
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

                    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:
      Common Stock, $.001 par value                 Nasdaq National Market

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 [X] No [ ]

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. [ ]

At  March  22,  2002,  the  aggregate  market  value  of  common  stock  held by
non-affiliates of the Registrant was $753,710,000.

The number of shares  outstanding of the Registrant's  common stock on March 22,
2002 was 86,363,019.

                       DOCUMENTS INCORPORATED BY REFERENCE

Materials from the Registrant's  Notice and Proxy Statement relating to the 2002
Annual Meeting of  Stockholders  have been  incorporated  by reference into Part
III, Items 10, 11, 12 and 13.

                                                        Exhibit Index at page 45
                                                                  Total pages 49
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I

   Item 1.  Business......................................................     3
   Item 2.  Properties....................................................    10
   Item 3.  Legal Proceedings.............................................    11
   Item 4.  Submission of Matters to a Vote of Security Holders...........    11

PART II

   Item 5.  Market for the Registrant's Common Stock and Related
              Stockholder Matters.........................................    11
   Item 6.  Selected Financial and Operating Data.........................    13
   Item 7.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations.........................    14
   Item 7A. Quantitative and Qualitative Disclosures about Market Risk....    21
   Item 8.  Financial Statements and Supplementary Data...................    21
   Item 9.  Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.........................    44

PART III

   Item 10. Directors and Executive Officers of the Registrant............    44
   Item 11. Executive Compensation........................................    44
   Item 12. Security Ownership of Certain Beneficial Owners
              and Management..............................................    44
   Item 13. Certain Relationships and Related Transactions................    44

PART IV

   Item 14. Exhibits, Financial Statement Schedules and Reports
              on Form 8-K.................................................    45

SIGNATURES................................................................   S-1

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

GENERAL

Swift Transportation Co., Inc. is the largest  publicly-held,  truckload carrier
in the United States. Swift operates primarily throughout the continental United
States,  combining  strong  regional  operations  with  a  transcontinental  van
operation.  The principal  types of freight  transported by Swift include retail
and discount  department store merchandise,  manufactured goods, paper products,
non-perishable food, beverages and beverage containers and building materials.

By meeting its customers' specific needs for both regional and  transcontinental
service  and  through  selective  acquisitions,  Swift has been able to  achieve
significant  growth in revenues over the past five years.  Operating revenue has
grown at a compound  annual  growth rate of 17% from  $1.132  billion in 1997 to
$2.112 billion in 2001.

Swift  Transportation  Co., Inc., a Nevada corporation  headquartered in Sparks,
Nevada,  is a  holding  company  for  the  operating  corporations  named  Swift
Transportation  Co., Inc., Swift  Transportation  Corporation and M.S. Carriers,
Inc.("M.S.  Carriers").  These companies are collectively  referred to herein as
Swift or the  "Company."  Beginning  January 1, 2002,  M.S.  Carriers,  Inc. was
operationally  combined  with the Swift  entities  and will not be an  operating
company in the future. The Company's headquarters are located at 2200 South 75th
Avenue, Phoenix, Arizona 85043, and its telephone number is (602) 269-9700.

This  Annual  Report on Form 10-K,  including  but not  limited to the  portions
hereof entitled  "Business - Growth Strategy" and  "Management's  Discussion and
Analysis  of  Financial   Condition   and  Results  of   Operations",   contains
forward-looking   statements.   Additional   written  or  oral   forward-looking
statements  may be made by the  Company  from time to time in  filings  with the
Securities and Exchange Commission or otherwise.  The words "believe," "expect,"
"anticipate," and "project," and similar  expressions  identify  forward-looking
statements,  which  speak  only as of the  date the  statement  was  made.  Such
forward-looking statements are within the meaning of that term in Section 27A of
the  Securities  Act of 1933,  as amended,  and  Section  21E of the  Securities
Exchange Act of 1934,  as amended.  Such  statements  may  include,  but are not
limited to,  projections of revenues,  income,  or loss,  capital  expenditures,
plans for future operations,  financing needs or plans, the impact of inflation,
plans  relating to products or  services  of the  Company,  the  benefits of the
Company's  terminal  network,  the  continued  consolidation  of  the  truckload
industry,   the   increase  in  the  number  of  companies   outsourcing   their
transportation  requirements,  the Company's  ability to sell its used trucks at
favorable prices, the Company's ability to attract and retain qualified drivers,
the Company's ability to pass on to its customers increased labor and fuel costs
and  protect  itself  against  increases  in fuel costs  through the use of fuel
efficient equipment, and pending or future acquisitions,  as well as assumptions
relating to the  foregoing.  The Company  undertakes  no  obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events, or otherwise.

Forward-looking  statements are inherently  subject to risks and  uncertainties,
some of which  cannot be  predicted  or  quantified.  Future  events  and actual
results could differ  materially  from those set forth in,  contemplated  by, or
underlying  the  forward-looking  statements.  Statements in this Annual Report,
including the Notes to the Consolidated  Financial  Statements and "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations,"
describe  factors,  among  others,  that  could  contribute  to  or  cause  such
differences.  Additional  factors  that  could  cause  actual  results to differ
materially from those expressed in such forward-looking statements are set forth
in  "Business"  and  "Market  for the  Registrant's  Common  Stock  and  Related
Stockholder Matters" in this Annual Report.

OPERATING STRATEGY

Swift  focuses on  achieving  high  density for  service-sensitive  customers in
short-to-medium haul traffic lanes.  Through its network of 36 terminals,  Swift
is able to provide  regional  service on a nationwide  basis.  Swift's  terminal
network  establishes  a local  market  presence in the regions  Swift serves and
enables Swift to respond more rapidly to its customers'  changing  requirements.
This  regional  network also enables  Swift to enhance  driver  recruitment  and
retention by returning drivers to their homes regularly, reduce its purchases of
higher priced fuel at truck stops and expedite  lower cost,  in-house  equipment
maintenance.  With an average length of haul of 571 miles in 2001, Swift is able
to  limit  its  direct  competition  with  railroads,  intermodal  services  and

                                       3
<PAGE>
longer-haul, less specialized truckload carriers. Swift seeks to provide premium
service with commensurate  rates,  rather than compete primarily on the basis of
price.  The principal  elements of Swift's  premium  service  include:  regional
terminals to facilitate single and multiple pick-ups and deliveries and maintain
local  contact  with  customers;   well-maintained,   late  model  equipment;  a
fully-integrated  computer system to monitor shipment status and variations from
schedule; an onboard  communications system that enables the Company to dispatch
and monitor traffic; timely deliveries;  and extra equipment to respond promptly
to customers' varying requirements.

To manage  the  higher  costs and  greater  logistical  complexity  inherent  in
operating in  short-to-medium  haul traffic lanes,  Swift employs  sophisticated
computerized   management   control  systems  to  monitor  key  aspects  of  its
operations,  such as  availability  of equipment,  truck  productivity  and fuel
consumption.  Swift has a three-year replacement program for the majority of its
tractors,  which allows Swift to maximize equipment utilization and fuel economy
by capitalizing on improved engine  efficiency and vehicle  aerodynamics  and to
minimize  maintenance  expense. For 2001 and 2000, Swift maintained an operating
ratio of 95.9% and 92.8%, respectively.

GROWTH STRATEGY

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 in recent  years.  The  truckload  industry  remains  highly
fragmented,  and  management  believes  that  overall  growth  in the  truckload
industry and continued  industry  consolidation  will present  opportunities for
well managed,  financially  stable carriers such as Swift to expand. The Company
intends to take  advantage  of growth  opportunities  through a  combination  of
internal growth and selective acquisitions.

The key elements of Swift's growth strategy are:

     *    STRENGTHEN  CORE CARRIER  RELATIONSHIPS.  Swift intends to continue to
          strengthen its core carrier relationships,  expand its services to its
          existing   customers  and  pursue  new  customer   relationships.   By
          concentrating  on expanding  its  services to its existing  customers,
          Swift's  revenues  from its top 25 customers of 1999  increased by 34%
          from 1999 to 2001.  The largest 25, 10 and 5 customers,  respectively,
          accounted  for 48%, 33% and 23% of revenues in 2001,  with no customer
          accounting  for more  than 6% of  Swift's  revenues  during  that same
          period.  In addition to expanding its services to existing  customers,
          Swift  actively  pursues new  traffic  commitments  from high  volume,
          financially  stable  shippers for whom it has not previously  provided
          services.

     *    PURSUE  STRATEGIC  ACQUISITIONS.   Swift's  revenue  growth  has  been
          attributable,  in significant part, to acquisitions which have enabled
          Swift to expand  from its  historical  operations  base in the Western
          United  States  and  develop  a  strong   regional   presence  in  the
          Midwestern,  Eastern and Southeastern  United States.  Swift generally
          limits its  consideration of acquisitions to those it believes will be
          accretive to earnings within six months,  and  historically all of its
          acquisitions have met this objective.  In certain  instances,  such as
          the M.S. Carriers  acquisition,  where a proposed  acquisition has the
          potential  to   significantly   increase   revenues,   expand  Swift's
          operations in certain key  geographic  regions,  or provide  important
          synergistic opportunities, such as increased efficiencies in equipment
          utilization, Swift may consider going forward with such an acquisition
          even  though it is not likely to be  accretive  to  earnings  within a
          period of six months.

     *    EXPLOIT  PRIVATE  FLEET  OUTSOURCING.  A  number  of  large  companies
          maintain their own private trucking fleets to facilitate  distribution
          of their  products.  Swift believes that a high  percentage of private
          fleet traffic is short-to-medium haul in nature,  traveling an average
          of 500 miles or less per  round  trip.  In order to  reduce  operating
          costs associated with private fleets, a number of large companies have
          begun to outsource their  transportation  and logistics  requirements.
          Swift believes that its strong regional  operations and average length
          of haul of less than 600 miles position allows it to take advantage of
          this trend.  Swift already  serves as a preferred  supplier,  or "core
          carrier",  to many major shippers who are  considering,  or may in the
          future  consider,   outsourcing  their  transportation  and  logistics
          requirements.

                                       4
<PAGE>
OPERATIONS

Swift has developed a network of regional  terminals  and offices  strategically
located in areas which have  strong,  diverse  economies  and provide  access to
other key population  centers.  The terminals are located in close  proximity to
major customers who provide Swift with significant  traffic volume.  To minimize
competition  with long-haul  truckload  carriers and  railroads,  Swift operates
principally within  short-to-medium-haul  traffic lanes.  Although the Company's
transcontinental  division allows it to serve a broad spectrum of shipper needs,
the  primary   regions  in  which   Swift   operates   are  ideally   suited  to
short-to-medium-haul  lanes  because  of  the  distribution  of  population  and
economic centers.  During 2001 and 2000,  Swift's average length of haul was 571
and 582 miles, respectively.

Swift  focuses  the  marketing  of  its  services  to  large,  service-sensitive
customers that regularly ship over  established  routes within Swift's  regional
service  areas.  Swift's  services  include:  the  availability  of  specialized
equipment  suitable  for the  requirements  of  certain  industries;  high cubic
capacity trailers;  computerized  tracking of and frequent reporting on customer
shipments; onboard communications that enable instant re-routing or modification
of  traffic;   well-maintained,   late-model  equipment  that  enhances  on-time
deliveries;  multiple drops, appointment pick-ups and deliveries;  assistance in
loading and unloading;  extra trailers that can be placed for the convenience of
customers;  and sufficient  equipment to respond promptly to customers'  varying
requirements.

The achievement of significant  regular  freight volumes on high-density  routes
and consistent shipment scheduling over these routes are key elements of Swift's
operations.  As a result,  Swift's operations personnel are better able to match
available  equipment to available  loads and schedule  regular  maintenance  and
fueling  at  Company  terminals,   thereby  enhancing   productivity  and  asset
utilization and minimizing empty miles and expensive  over-the-road  fueling and
repair costs.  Consistent  scheduling also allows Swift to be more responsive to
its customers' needs.  Swift's regular scheduling and relatively short length of
haul enable drivers to return to their homes  regularly,  which has helped Swift
improve driver recruitment and retention.

In order to reduce the higher  operating  costs  traditionally  associated  with
medium-length hauls and specialized equipment, Swift has installed sophisticated
computerized   management   control  systems  to  monitor  key  aspects  of  its
operations.  Swift has a  significant  investment  in its computer  hardware and
utilizes state-of-the-art software specially designed for the trucking industry.
The  Company's  fully  integrated   computer  network  allows  its  managers  to
coordinate  available equipment with the transportation  needs of its customers,
monitor truck  productivity and fuel consumption and schedule regular  equipment
maintenance.  Dispatchers  monitor the location  and  delivery  schedules of all
shipments and equipment to coordinate routes and increase equipment utilization.
The Company's computer system provides  immediate access to current  information
regarding driver and equipment  status and location,  special load and equipment
instructions, routing and dispatching.

Swift's larger terminals are staffed with terminal managers, driver managers and
customer  service  representatives.  Terminal  managers work with both the fleet
managers and the customer service  representatives,  as well as other operations
personnel,  to  coordinate  the needs of both  customers  and drivers.  Terminal
managers are also  responsible for soliciting new customers and serving existing
customers in their areas.  Each driver  manager is  responsible  for the general
operation  of  approximately  30 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 addition to the  domestic  operations  described  above,  Swift has a growing
cross border operation that primarily ships through  commercial border crossings
from Laredo,  Texas westward to California.  In 2000,  Swift augmented its cross
border  operation  by  acquiring  49% of  Trans-Mex,  a carrier  that focuses on
shipments to and from  Mexico.  For  additional  information  regarding  Swift's
guarantee  of  certain  Trans-Mex  obligations,  see the  Notes to  Consolidated
Financial Statements.

In April 2000, Swift and five other publicly traded  truckload  carriers founded
Transplace.com,  LLC, an Internet-based  transportation logistics company. Swift
contributed  its  transportation  logistics  business and associated  intangible
assets  to  Transplace.com  upon  its  formation.  Swift's  equity  interest  in
Transplace.com  is  approximately  29%.  Swift  reports  its equity  interest in
Transplace.com  and its share of the profits and losses of Transplace.com in its
consolidated  financial  statements.  See the  Notes to  Consolidated  Financial
Statements.

                                       5
<PAGE>
ACQUISITIONS

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

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

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

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

REVENUE EQUIPMENT

Swift acquires premium tractors to help attract and retain drivers, promote safe
operations and minimize  maintenance and repair costs.  Management  believes 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 Company-owned and leased equipment
at December 31, 2001:

<TABLE>
<CAPTION>
                                         57', 53' AND       SETS OF        FLATBED     SPECIALIZED
     MODEL YEAR         TRACTORS (1)       48' VANS       DOUBLE VANS     TRAILERS      TRAILERS
     ----------         -----------        --------       -----------     --------      --------
<S>                     <C>              <C>              <C>             <C>          <C>
2002..................      1,704             1,069                           189          231
2001..................      2,169             4,706                           235          222
2000..................      4,272            10,711                            85          148
1999..................      2,805             8,810                            52           60
1998..................      1,113             5,534                            20            2
1997..................        343             4,699                           156           96
1996..................         83             3,431                           149
1995 and prior........        259             4,185           483             312          144
                          -------           -------          ----          ------         ----
           Total......     12,748            43,145           483           1,198          903
                          =======           =======          ====          ======         ====
</TABLE>

(1)  Excludes 3,048 owner-operator tractors.

When  purchasing new revenue  equipment,  Swift  acquires  tractors and trailers
manufactured   to  the   Company's   specifications.   Since  1990,   Swift  has
predominantly  acquired tractors  manufactured by Freightliner powered by Series
60 Detroit Diesel engines. Standardization of drive-line components allows Swift
to operate with a minimum spare parts inventory,  enhances  Swift's  maintenance
program  and  simplifies  driver  training.  Swift  adheres  to a  comprehensive
maintenance program that minimizes downtime and enhances the resale value of its
equipment.  In addition to its maintenance facility in Phoenix,  Arizona,  Swift
performs  routine  servicing  and  maintenance  of its  equipment at most of its
regional  terminal   facilities,   thus  avoiding  costly  on-road  repairs  and
out-of-route  trips. Swift has adopted a three-year  replacement  program on the
majority of its line-haul  tractors.  This  replacement  policy enhances Swift's
ability to attract and retain drivers, maximize its fuel economy by capitalizing
on improvement in both engine  efficiency  and vehicle  aerodynamics,  stabilize
maintenance expense and maximize equipment utilization.

Swift has installed  Qualcomm onboard,  two-way vehicle satellite  communication
systems in the majority of its tractors. This communication system links drivers
to regional  terminals and  corporate  headquarters,  allowing  Swift to rapidly
alter its 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.  Swift believes the communications
system  improves  fleet  control,  the  quality of  customer  service and driver

                                       6
<PAGE>
recruitment   and   retention.   Swift   intends  to  continue  to  install  the
communication system in substantially all tractors acquired in the future.

Swift has adopted a speed limit of 60 miles per hour for  Company  tractors  (62
miles  per hour  for team  drivers)  and 65  miles  per hour for  owner-operator
tractors,  below the speed limits of many states.  Swift believes these measures
reduce  accidents,  enhance  fuel  mileage  and  minimize  maintenance  expense.
Substantially  all of Swift's Company tractors are equipped with  electronically
controlled engines that are set to limit the speed of the vehicle. M.S. Carriers
drivers continue to operate at 65 miles per hour.

MARKETING AND CUSTOMERS

Swift has targeted the  service-sensitive  segment of the truckload market, both
common and  contract,  rather than that  segment  that uses price as its primary
consideration.   The  Company  has  chosen  to  provide   premium  service  with
commensurate  rates  rather than compete  primarily  on the basis of price.  The
principal  elements of Swift's premium service  include:  regional  terminals to
facilitate  single and multiple  pick-ups and  deliveries  and to maintain local
contact with customers;  a fully-integrated  computer system to monitor shipment
location and variations  from  schedule;  an onboard  communication  system that
enables the Company to reroute traffic;  well-maintained,  late model equipment;
timely deliveries;  and extra equipment for the convenience of customers,  which
enables  Swift to  respond  promptly  to  customers'  varying  requirements  and
assistance in loading and unloading. Swift concentrates its marketing efforts on
expanding the amount of service it provides to existing customers.  As a result,
the Company's revenues from the group of customers which comprised the Company's
top 25 customers in 1999 increased 34% over a two year period from 1999 to 2001.

Swift maintains a strong commitment to marketing. Swift has assigned a member of
senior  management  to each of its largest  customers  to ensure a high level of
customer  support.  Swift  solicits  new  customers  from its  Phoenix,  Arizona
headquarters  and each of its 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.  Swift concentrates 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,  Swift  attempts to
obtain  additional  customers that will  complement  the new traffic flow.  This
strategy enables Swift to maximize equipment utilization.

The largest 25, 10 and 5 customers  accounted for approximately 48%, 33% and 23%
respectively,  of Swift's revenues during 2001, 44%, 30% and 19%,  respectively,
of Swift's revenues during 2000 and 42%, 28% and 19%,  respectively,  of Swift's
revenues  during 1999.  No customer  accounted for more than 7% of Swift's gross
revenues  during any of the three most  recent  fiscal  years.  Swift's  largest
customers  include retail and discount  department store chains,  manufacturers,
non-perishable  food companies,  beverage and beverage  container  producers and
building materials companies.

DRIVERS AND EMPLOYEES

All Swift 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 Swift's 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,  Swift has
ongoing driver  efficiency and safety programs to ensure that its drivers comply
with its safety procedures.

Senior  management is actively  involved with the  development  and retention of
drivers.  Recognizing the need for qualified drivers.  Swift has contracted with
driver-training  schools which are managed by outside  organizations  as well as
local community colleges throughout the country. Candidates for the schools must
be at least 23 years  old (21  years  old with  military  service),  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.

                                       7
<PAGE>
Swift bases its drivers at the regional  terminals  and monitors  each  driver's
location on its computer  system.  Swift uses this  information  to schedule the
routing  for its drivers so that they can return  home  frequently.  In order to
attract and retain highly  qualified  drivers and promote safe  operations,  the
Company  purchases  premium quality tractors  equipped with optional comfort and
safety features,  such as air ride suspension,  air  conditioning,  high quality
interiors,  power  steering,  engine brakes and raised roof double sleeper cabs.
The majority of company  drivers are  compensated  on the basis of miles driven,
loading/unloading and number of stops or deliveries,  plus bonuses. Base pay for
miles driven  increases with a driver's length of service.  Drivers  employed by
Swift participate in  company-sponsored  health, life and dental insurance plans
and are eligible to  participate in a 401(k) Profit Sharing Plan and an Employee
Stock Purchase Plan.

Swift believes its innovative  driver-training  programs,  driver  compensation,
regionalized  operations,  driver  tracking  and  late-model  equipment  provide
important incentives to attract and retain qualified drivers. Although Swift has
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 the Company in the future.

As of December 31, 2001, Swift employed  approximately 19,500 full-time persons,
of whom  approximately  15,500 were drivers  (including driver trainees),  1,300
were mechanics and other  equipment  maintenance  personnel and the balance were
support   personnel,   such  as  sales   personnel,   corporate   managers   and
administration.  None of Swift's  drivers or other employees is represented by a
collective  bargaining unit. In the opinion of management,  Swift's relationship
with its drivers and employees is good.

SAFETY

The  Company  has an active  safety and loss  prevention  program at each of its
terminals.  Supervisors  engage in ongoing  training of drivers  regarding  safe
vehicle  operations.  The Company has adopted maximum speed limits.  The Company
believes  that its  insurance  and claims  expense as a percentage  of operating
revenue is one of the best in the industry which is  attributable to its overall
strong safety program.  The Company has received the highest safety rating given
to motor carriers by the United States Department of Transportation.

FUEL

In order to reduce fuel costs, the Company  purchases  approximately  74% of its
fuel in bulk at 31 of its 36 terminals. Swift stores fuel in underground storage
tanks at two of its bulk fueling  terminals and in above ground storage tanks at
its other bulk fueling terminals. The Company believes that it is 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 the operations and profitability of the Company. From
time to  time,  the  Company,  in  response  to  increases  in fuel  costs,  has
implemented fuel surcharges to pass on to its 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.  The Company
believes that its 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  generally  has  not  used
derivative-type  products as a hedge  against  higher fuel costs in the past but
continues to evaluate this possibility.

COMPETITION

The  trucking  industry is extremely  competitive  and  fragmented.  The Company
competes primarily with regional,  medium-haul  truckload  carriers.  Management
believes, because of its cost efficiencies, productive equipment utilization and
financial  resources,  that the Company has a  competitive  advantage  over most
regional  truckload  carriers.  The Company  believes that  competition  for the
freight  transported  by the  Company is based,  in the long term,  as much upon
service and  efficiency as on freight rates.  There are some trucking  companies
with which the Company competes that have greater financial  resources,  and one
may own more  revenue  equipment  and carry a larger  volume of freight than the
Company.  Long-haul  truckload carriers and railroads also provide  competition,
but to a lesser degree.  The Company also competes with other motor carriers for
the services of drivers.

REGULATION

The Company is regulated by the United States Department of Transportation. This
regulatory  authority  has broad  powers,  generally  governing  matters such as

                                       8
<PAGE>
authority to engage in motor carrier operations, certain mergers, consolidations
and  acquisitions and periodic  financial  reporting.  The trucking  industry is
subject to regulatory and legislative  changes which can affect the economics of
the industry. The Company is also regulated by various state agencies.

The Company's  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 Company  believes that its
operations are in substantial  compliance  with current laws and regulations and
does not  know of any  existing  condition  that  would  cause  compliance  with
applicable  environmental  regulations to have a material  adverse effect on the
Company's 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.  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.

                                       9
<PAGE>
ITEM 2. PROPERTIES

The following  table  provides  information  regarding  the  Company's  regional
terminals and/or offices:

                       COMPANY                                       OWNED
                      LOCATION                                     OR LEASED
                      --------                                     ---------

Albuquerque, New Mexico..................................          Leased
Columbus, Ohio...........................................          Owned
Corsicana, Texas.........................................          Owned
Decatur, Georgia.........................................          Owned
Denver, Colorado.........................................          Owned
Eden, North Carolina.....................................          Owned
El Paso, Texas...........................................          Owned/Leased
Edwardsville, Kansas.....................................          Owned
Fontana, California......................................          Owned
Gary, Indiana............................................          Owned
Greer, South Carolina....................................          Owned
Huntsville, Alabama......................................          Owned
Invergrove Heights (Minneapolis), Minnesota..............          Leased
Irving, Texas............................................          Leased
Jonestown, Pennsylvania..................................          Owned
Laredo, Texas............................................          Owned
Lathrop (Bay Area), California...........................          Owned
Lewiston, Idaho..........................................          Owned/Leased
Manteno, Illinois........................................          Owned
Martinsburg, West Virginia...............................          Owned
Memphis, Tennessee.......................................          Owned
Ocala, Florida...........................................          Owned
Oklahoma City, Oklahoma..................................          Owned
Phoenix, Arizona.........................................          Owned
Pueblo, Colorado.........................................          Owned
Richmond, Virginia.......................................          Owned
Romulus, Michigan........................................          Leased
Salt Lake City, Utah.....................................          Owned
Seattle, Washington......................................          Leased
Shoals, Indiana..........................................          Owned
South Plainfield, New Jersey.............................          Owned
Sparks, Nevada...........................................          Owned
Syracuse, New York.......................................          Owned
Town of Menasha, Wisconsin...............................          Owned
Troutdale, Oregon........................................          Owned
Willows, California......................................          Owned

Swift's  headquarters is located on approximately 153 acres in Phoenix,  Arizona
and contains 83,000 square feet of office space, 106,000 square feet of shop and
maintenance  facilities,  27,000 square feet of a drivers'  center, a recruiting
and training  center,  a warehouse  facility,  a two-bay truck wash and an eight
lane fueling center.  As of December 31, 2001, the Company's  aggregate  monthly
rent for all leased properties was $272,000.

                                       10
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

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.  The Company is
not aware of any claims or threatened  claims that might have a material adverse
effect on the Company's financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders during the
fourth quarter of 2001.


                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

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.

                                                  COMMON STOCK
                                             ---------------------
                                             HIGH              LOW
                                             ----              ---
     2001
     First Quarter....................      $23.13           $13.50
     Second Quarter...................       20.00            14.40
     Third Quarter....................       22.55            15.00
     Fourth Quarter...................       24.34            16.33

     2000
     First Quarter....................      $20.63           $11.81
     Second Quarter...................       23.38            12.69
     Third Quarter....................       17.94            12.25
     Fourth Quarter...................       21.00            12.00

On March 22, 2002, the last reported  sales price of the Company's  common stock
was $21.95 per share. At that date, the number of stockholder accounts of record
of the  Company's  common  stock was  3,648.  The  Company  estimates  there are
approximately 5,700 beneficial holders of the Company's common stock.

The Company has not paid cash dividends on its common stock in either of the two
preceding  fiscal  years  and  one  of  the  Company's  notes  payable  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.

                                       11
<PAGE>
FACTORS THAT MAY AFFECT FUTURE STOCK PERFORMANCE

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

INFLUENCE BY PRINCIPAL STOCKHOLDER.  Trusts established for the benefit of Jerry
C. Moyes and his family  beneficially  own  approximately  31% of the  Company's
common stock. Accordingly,  Mr. Moyes will have a significant influence upon the
activities of the Company,  as well as on all matters requiring  approval of the
stockholders, including electing members of the Company's Board of Directors and
causing or restricting the sale or merger of the Company.  This concentration of
ownership,  as well as the  ability of the Board to  establish  the terms of and
issue preferred stock of the Company without stockholder approval,  may have the
effect of  delaying  or  preventing  changes  in control  or  management  of the
Company,  including transactions in which stockholders might otherwise receive a
premium for their shares over their current market prices.

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

                                       12
<PAGE>
ITEM 6. SELECTED FINANCIAL AND OPERATING DATA

The selected consolidated  financial data presented below for, and as of the end
of, each of the years in the five-year period ended December 31, 2001 is derived
from the Company's Consolidated Financial Statements.  The selected consolidated
financial data has been restated to include the financial  position,  results of
operations,  and cash flows of M.S.  Carriers (See Pooling of Interests  note to
the financial statements).  The Consolidated Financial Statements as of December
31,  2001 and 2000,  and for each of the years in the  three-year  period  ended
December 31, 2001 and the independent auditors' reports thereon, are included in
Item 8 of this Form  10-K.  This data  should  be read in  conjunction  with the
Consolidated  Financial  Statements and Notes thereto included in Item 8 of this
Form 10-K. Information presented below under the caption,  Operating Statistics,
is unaudited.

<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                      ------------------------------------------------------------------
                                                         2001          2000          1999         1998(2)      1997(1)
                                                      ----------    ----------    ----------    ----------    ----------
                                                     (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AND PER MILE AMOUNTS)
<S>                                                   <C>            <C>          <C>           <C>           <C>
CONSOLIDATED STATEMENTS OF
EARNINGS DATA:
Operating revenue .................................   $2,112,221    $1,973,839    $1,688,954    $1,404,147    $1,131,669
Earnings before income taxes ......................   $   45,369    $  110,014    $  155,023    $  133,098    $   99,428
Net earnings ......................................   $   27,221    $   68,943    $   97,418    $   80,779    $   60,606
Diluted earnings per share ........................   $      .32    $      .82    $     1.12    $      .93    $      .71
CONSOLIDATED BALANCE SHEET DATA
(AT END OF YEAR):
Working capital (deficit) .........................   $  (24,299)   $   29,426    $   88,962    $   68,488    $   70,964
Total assets ......................................   $1,556,096    $1,573,463    $1,390,107    $1,124,292    $  837,380
Long-term obligations, less
  current portion .................................   $  223,486    $  377,056    $  370,558    $  289,803    $  153,397
Stockholders' equity ..............................   $  735,203    $  654,879    $  622,509    $  524,206    $  444,665
OPERATING STATISTICS (AT END OF YEAR):
Operating ratio ...................................         95.9%         92.8%         89.7%         89.6%         90.4%
Pre-tax margin (3) ................................          2.1%          5.6%          9.2%          9.5%          8.8%
Average line haul revenue per loaded mile(4) ......   $     1.41    $     1.39    $     1.35    $     1.34    $     1.32
Empty mile percentage .............................         15.1%         14.1%         13.3%         13.0%         13.6%
Average length of haul (in miles) .................          571           582           616           631           615
Total tractors at end of period:
  Company-operated ................................       12,748        11,460        10,223         8,323         7,338
  Owner-operator ..................................        3,048         3,383         3,053         2,228         1,681
Trailers at end of period .........................       45,729        43,411        38,088        30,512        24,480
</TABLE>

(1)  Includes the results of operations  from the  acquisition of certain assets
     of DTI beginning April 8, 1997.

(2)  Includes the results of operations from the acquisition of Challenger Motor
     Freight  beginning  March,  1998 and  Interstate  Trucking  Corporation  of
     America beginning November, 1998.

(3)  Pre-tax margin  represents  earnings before income taxes as a percentage of
     operating revenue.  Because of the impact that equipment  financing methods
     can have on the  operating  ratio  (operating  expenses as a percentage  of
     operating   revenue),   the  Company  believes  that  the  most  meaningful
     comparative  measure of its  operating  efficiency  is its pre-tax  margin,
     which takes into  consideration both the Company's total operating expenses
     and net interest expense as a percentage of operating revenue.

(4)  Excludes fuel surcharge revenue.

                                       13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

POOLING OF INTERESTS

On June 29, 2001,  the Company  acquired M.S.  Carriers  through the merger of a
wholly  owned  subsidiary  of the  Company  with and  into  M.S.  Carriers  (the
"Merger").  The  Merger  has  been  accounted  for as a  pooling  of  interests.
Accordingly,  all historical financial data discussed below has been restated to
include the financial  position,  results of operations,  and cash flows of M.S.
Carriers.

     In addition, the results for 2001 include:

     *    a $7 million increase to M.S. Carriers insurance and claims reserves;

     *    a $10.5  million  adjustment,  of which  $8.5  million  relates to the
          impairment  of its 50%  equity  investment  held by M.S.  Carriers  in
          Transportes EASO, the largest  intra-Mexico  truckload carrier, and $2
          million is  associated  with the write off of a cash  advance  made to
          EASO in the third quarter of 2001; and

     *    a $4.0  million  adjustment  for the  change  in  market  value of the
          interest rate derivative agreements of M.S. Carriers.

OVERVIEW

See  "Summary  of  Significant   Accounting  Policies"  note  to  the  financial
statements  for  discussion  of  accounting  standards  not yet  adopted  by the
Company.

Swift's  fleet has been  predominantly  comprised  of  Company-owned  and leased
tractors.  The Company's  decisions  whether to buy or lease new and replacement
revenue  equipment are based upon the overall economic impact of the alternative
financing   methods,   including   market   prices   available  and  income  tax
considerations.  Depending on whether revenue  equipment is purchased or leased,
several  categories of the Company's  operating  expenses have varied,  and will
continue to vary,  as a percentage  of the  Company's  revenues.  Because of the
impact  that  equipment  financing  methods  can  have  on the  operating  ratio
(operating expenses as a percentage of operating revenue),  the Company believes
that the most meaningful  comparative measure of its operating efficiency is its
pre-tax  margin  (earnings  before  income  taxes as a  percentage  of operating
revenue),  which takes into  consideration  both the Company's  total  operating
expenses  and  net  interest  expense  as a  percentage  of  operating  revenue.
Accordingly,  in the discussion and analysis  below,  the Company has focused on
the factors  contributing to operating  revenue increases and to the increase or
decrease  in  its  pre-tax   margin  during  the  periods   presented.   In  the
"forward-looking statements" that may be included herein, important factors such
as the financial position of the Company,  its customers' needs, the cost of new
equipment and new  construction,  the availability of buyers in the marketplace,
fuel costs and other factors may cause actual results to vary.

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 total fleet with
15,796  tractors as of  December  31,  2001  compared  to 10,551  tractors as of
December 31, 1998.  See  "Business  --  General."  During this same period,  the
Company's  owner  operator  fleet has  expanded to 3,048 as of December 31, 2001
from 2,228 as of December 31, 1998. This fleet growth was accomplished through a
combination    of   internal    growth   and   strategic    acquisitions.    See
"Business--General".

                                       14
<PAGE>
RESULTS OF OPERATIONS

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

                                                  DECEMBER 31,
                                         -----------------------------
                                          2001       2000        1999
                                         ------     ------      ------
Operating revenue                         100.0%     100.0%      100.0%
Operating expenses:
  Salaries, wages and employee benefits    37.0       34.2        33.5
  Operating supplies and expenses           8.8        8.2         8.1
  Fuel                                     13.0       13.4        10.3
  Purchased transportation                 17.3       20.2        21.3
  Rental expense                            4.7        3.6         2.8
  Insurance and claims                      4.5        2.7         2.9
  Depreciation and amortization             6.8        6.8         7.1
  Communications and utilities              1.4        1.3         1.3
  Operating taxes and licenses              2.4        2.4         2.4
                                         ------     ------      ------
  Total operating expenses                 95.9       92.8        89.7
                                         ------     ------      ------
Operating income                            4.1        7.2        10.3
Net interest expense                        1.5        1.7         1.3
Other (income) expense, net                 0.5       (0.1)       (0.2)
                                         ------     ------      ------
Earnings before income taxes                2.1        5.6         9.2
Income taxes                                 .8        2.1         3.4
                                         ------     ------      ------
Net earnings                                1.3%       3.5%        5.8%
                                         ======     ======      ======

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Operating revenue  increased $138.4 million,  or 7.0%, to $2.112 billion for the
year ended  December  31, 2001 from $1.974  billion for the previous  year.  The
increase in operating revenue is due primarily to the expansion of the Company's
total fleet to 15,796  tractors at December 31, 2001 from 14,843 at December 31,
2000, an increase of 953 tractors, and an increase in revenue per loaded mile of
2.0%.  Revenues  for the year  ended  December  31,  2001 were  affected  by the
transfer  of  our  logistics  business  to  Transplace.com,   an  Internet-based
logistics  company  that we  commonly  own with four other  truckload  carriers.
Excluding  approximately  $43  million of  logistics  revenue for the year ended
December 31, 2000, the increase in revenues would have been 9.4%.

The  Company's   operating   ratio  was  95.9%  and  92.8%  in  2001  and  2000,
respectively.  The Company's  operating  ratio for 2001 increased as a result of
changes in certain components of operating expenses as a percentage of operating
revenue as discussed  below. The Company's empty mile factor was 15.1% and 14.1%
and the average loaded linehaul  revenue per mile was $1.41 and $1.39 (excluding
fuel surcharge) for the years ended December 31, 2001 and 2000, respectively.

Salaries, wages and employee benefits represented 37.0% of operating revenue for
the year ended  December 31, 2001 compared with 34.2% for 2000.  The increase is
primarily  due to a larger  percentage of company  trucks in the total fleet,  a
greater  number of empty  miles  and the  impact of  reduced  utilization  on an
increased dedicated business with fixed pay driver wages.

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.

Operating supplies  represented 8.8% and 8.2% of operating revenue for the years
ended  December  31, 2001 and 2000,  respectively.  The  increase  in  operating
supplies is primarily  attributable to increased on-road operating expenses such
as maintenance and tolls,  merger related costs,  and the writeoff of $2,000,000
advances to EASO.

                                       15
<PAGE>
Fuel expenses represented 13.0% and 13.4% of operating revenue in 2001 and 2000,
respectively.  The decrease in fuel as a percentage  of revenue is primarily due
to decreased fuel prices.

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 that the most effective protection against fuel
cost  increases  is to maintain a fuel  efficient  fleet and to  implement  fuel
surcharges  when such an option is necessary and available.  The Company did not
use derivative-type  hedging products, but periodically evaluates their possible
use.

Purchased  transportation  represented  17.3% and 20.2% of operating revenue for
the years ended December 31, 2001 and 2000,  respectively.  This decrease is due
to the decrease of the Company's owner operator fleet from 3,383 at December 31,
2000 to 3,048 at December 31, 2001.

Rental  expense as a percentage  of operating  revenue was 4.7% and 3.6% for the
years ended December 31, 2001 and 2000,  respectively.  When it is  economically
feasible to do so, the Company  will  purchase  then sell  tractors it leases by
exercising the purchase option contained in the lease. Gains on these activities
are recorded as a reduction of rent expense. During the years ended December 31,
2001 and  2000,  respectively,  the  Company  recorded  gains  of  approximately
$338,000 and $1.1 million from the sale of leased tractors.  Exclusive of gains,
which reduced  rental  expense,  the  percentage of rental  expense to operating
revenue in 2001 and 2000 was 4.7% and 3.7%, respectively.

Insurance and claims expense  represented 4.5% and 2.7% of operating  revenue in
the years  ended  December  31,  2001 and  2000,  respectively.  The year  ended
December 31, 2001 includes a $7 million increase to M.S. Carriers  insurance and
claims reserves and $4.1 million of increased  insurance premiums over the prior
year,  approximately 0.5% of operating  revenue.  The balance of the increase is
primarily  attributable to auto liability  claims and an increase in losses from
cargo thefts.

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,  changes in claims  development  trends and insurance premium rate
increases.  The Company experienced increases in insurance premium rates in 2001
and expects further increases in such rates in 2002.

Depreciation  and  amortization  expense was 6.8% of  operating  revenue for the
years ended December 31, 2001 and 2000.  During the year ended December 31, 2001
the Company  recorded  gains on the sale of revenue  equipment of  approximately
$1.6 million  compared  with  approximately  $8.9 million in 2000.  Exclusive of
gains, which reduced  depreciation and amortization  expense,  the percentage of
depreciation  and  amortization  to operating  revenue was 6.9% in 2001 and 7.3%
2000.

Interest expense  decreased to $33.4 million in 2001 from $34.1 million in 2000.
This decrease was due to lower interest rates and decreased borrowings under the
Company's line of credit, long term debt and capital leases,  offset by the $4.0
million market adjustment for derivatives.

Other  expense for the year ended  December  31, 2001  includes the $8.5 million
adjustment for the impairment of the 50% equity investment held by M.S. Carriers
in  Transportes  EASO, and the equity loss of $3.0 million for  Transplace.  The
combined  impact of this  adjustment and equity loss is a 0.5% increase in other
expenses as a percentage of operating revenue.

The  effective tax rate was 40% and 37.3% in 2001 and 2000,  respectively.  This
increase was primarily due to the  nondeductible  portion ($5.2  million) of the
EASO impairment adjustment.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Operating revenue increased $284.9 million,  or 16.9%, to $1.974 billion for the
year ended  December  31, 2000 from $1.689  billion for the previous  year.  The

                                       16
<PAGE>
increase in operating revenue is due primarily to the expansion of the Company's
total fleet to 14,843  tractors at December 31, 2001 from 13,276 at December 31,
1999, an increase of 1,567 tractors,  rate increases of approximately 2.8% and a
fuel surcharge revenue increase of approximately $57 million.

The  Company's   operating   ratio  was  92.8%  and  89.7%  in  2000  and  1999,
respectively.  The Company's  operating  ratio for 2000 increased as a result of
changes in certain components of operating expenses as a percentage of operating
revenue as discussed  below. The Company's empty mile factor was 14.1% and 13.3%
and the average loaded linehaul  revenue per mile was $1.39 and $1.35 (excluding
fuel surcharge) for the years ended December 31, 2000 and 1999, respectively.

Salaries, wages and employee benefits represented 34.2% of operating revenue for
the year ended  December 31, 2000 compared with 33.5% for 1999.  The increase is
due to a  significant  driver wage  increase by M.S.  Carriers in March 2000 and
lower  logistics  revenue as a result of the transfer to  Transplace.  Partially
offsetting  these factors was a decrease in the accrual for the Company's 401(k)
profit sharing contribution 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 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 expenses represented 13.4% and 10.3% of operating revenue in 2000 and 1999,
respectively.  The increase in fuel as a percentage  of revenue is due primarily
to  increased  fuel  prices and offset by the impact of an increase in the miles
generated by the owner operator fleet.

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 that the most effective protection against fuel
cost  increases  is to maintain a fuel  efficient  fleet and to  implement  fuel
surcharges  when such an option is necessary and available.  The Company did not
use derivative-type  hedging products, but periodically evaluates their possible
use.

Purchased  transportation  represented  20.2% and 21.3% of operating revenue for
the years ended  December  31,  2000 and 1999,  respectively.  This  decrease is
primarily due to the contribution of the logistics business to Transplace.

Rental  expense as a percentage  of operating  revenue was 3.6% and 2.8% for the
years ended December 31, 2000 and 1999,  respectively.  When it is  economically
feasible to do so, the Company  will  purchase  then sell  tractors it leases by
exercising the purchase option contained in the lease. Gains on these activities
are recorded as a reduction of rent expense. During the years ended December 31,
2000 and 1999,  respectively,  the Company recorded gains of approximately  $1.1
million and $3.6 million from the sale of leased  tractors.  Exclusive of gains,
which reduced  rental  expense,  the  percentage of rental  expense to operating
revenue in 2000 and 1999 was 3.7% and 3.0%, respectively.

Insurance and claims expense  represented 2.7% and 2.9% of operating  revenue in
the  years  ended  December  31,  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.

Depreciation and amortization expense was 6.8% and 7.1% of operating revenue for
the years ended December 31, 2000 and 1999, respectively.  During the year ended
December 31, 2000 the Company recorded gains on the sale of revenue equipment of
approximately  $8.9 million  compared with  approximately  $4.9 million in 1999.
Exclusive of gains,  which reduced  depreciation and amortization  expense,  the
percentage of depreciation  and  amortization  to operating  revenue was 7.3% in
2000 and 1999.

Interest expense  increased to $34.1 million in 2000 from $22.2 million in 1999.
This  increase  was due to increased  borrowings  under the  Company's  lines of

                                       17
<PAGE>
credit,  an increase in capital leases and increased  proceeds from the accounts
receivable securitization program.

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, proceeds
from the accounts  receivable  securitization,  the use of leases to finance the
acquisition of revenue  equipment and from periodic  public  offerings of common
stock.

Net cash provided by operating  activities was $262.9 million for the year ended
December 31, 2001 compared to $172.0 million for 2000. The increase is primarily
attributable to increases in depreciation and  amortization,  accounts  payable,
accrued  liabilities and claims  accruals and a decrease in accounts  receivable
offset by a decrease in net earnings and a smaller increase in deferred taxes.

Net cash used in investing  activities  decreased to $155.2 million for the year
ended  December 31, 2001 from $204.1 million for 2000. The decrease is primarily
due to reduced capital  expenditures offset by reduced proceeds from the sale of
property and equipment.

As of December  31, 2001,  the Company had  commitments  outstanding  to acquire
replacement and additional revenue equipment for approximately $416 million. The
Company  has the option to cancel  such  commitments  upon 60 days  notice.  The
Company  believes  it will be able to  support  these  acquisitions  of  revenue
equipment  through  debt and  lease  financings  and  cash  flows  generated  by
operating activities.

During the year ended December 31, 2001, the Company incurred  approximately $41
million of non-revenue equipment capital  expenditures.  These expenditures were
primarily for facilities and equipment.

The Company  anticipates that it will expend  approximately  $65 million in 2002
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 will 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 (used)  provided by financing  activities was ($113.3)  million in 2001
compared to $41.4  million in 2000.  The decrease in cash  provided by financing
activities is primarily due to reduced  proceeds  under the accounts  receivable
securitization  and increased  repayments of long-term  debt,  offset by reduced
treasury stock purchases and proceeds from the sale of Company stock through the
stock  purchase  and  option  plans  and the  Company's  public  stock  offering
completed in 2001 .

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 operations,  borrowings available under the line of
credit,  accounts  receivable  securitization  and with long-term debt and lease
financing believed to be available to finance revenue equipment purchases.  Over
the  long  term,  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

                                       18
<PAGE>
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.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

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

GENERAL ECONOMIC AND BUSINESS FACTORS.  The Company's business is dependent upon
a number of factors  that may have a material  adverse  effect on its results of
operations,  many of which are  beyond  the  Company's  control.  These  factors
include excess capacity in the trucking industry, significant increases or rapid
fluctuations in fuel prices,  interest  rates,  fuel taxes,  tolls,  license and
registration  fees and insurance  and claims costs,  to the extent not offset by
increases in freight rates or fuel surcharges,  and difficulty in attracting and
retaining  qualified  drivers  and owner  operators.  The  Company's  results of
operations  also are affected by  recessionary  economic cycles and downturns in
customers' business cycles, particularly in market segments and industries (such
as  retail,  manufacturing  and  paper  products)  in which  the  Company  has a
concentration of customers. In addition, the Company's results of operations are
affected by  seasonal  factors.  Customers  tend to reduce  shipments  after the
winter holiday season and the Company's  operating expenses tend to be higher in
the winter  months  primarily  due to colder  weather  which causes  higher fuel
consumption from increased idle time.

COMPETITION.  The trucking industry is extremely competitive and fragmented. The
Company  competes with many other truckload  carriers of varying sizes and, to a
lesser extent, with railroads.  Competition has created downward pressure on the
truckload  industry's pricing structure.  There are some trucking companies with
which the  Company  competes  that have  greater  financial  resources  than the
Company,  and one may own more revenue  equipment  and carry a larger  volume of
freight than the Company.

CAPITAL  REQUIREMENTS.  The  trucking  industry is very capital  intensive.  The
Company depends on cash from operations, operating leases and debt financing for
funds to expand the size of its fleet and maintain modern revenue equipment.  If
the  Company  were  unable in the  future  to enter  into  acceptable  financing
arrangements, it would have to limit its growth and might be required to operate
its revenue  equipment for longer periods,  which could have a material  adverse
effect on the Company's operating results.

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

MERGER WITH M.S.  CARRIERS.  The Company may be unable to fully realize the cost
savings and operating synergies that are expected to result from its acquisition
of M.S. Carriers.  Specifically,  the Company may not fully realize  anticipated
cost savings and synergies  resulting from: efficiencies  in tractor and trailer
utilization;  economies of scale in purchasing  power;  increased  operations in
Mexico;   cross-marketing  opportunities  among  major  customers;  and  unified
recruitment  of drivers and owner/operators. To the extent the Company is unable

                                       19
<PAGE>
to realize anticipated cost savings and operating synergies, its stock price may
be adversely affected.  In addition,  the Company may encounter  difficulties in
operating  the  combined  company  that  could  have an  adverse  effect  on its
business, results of operations,  financial condition, or prospects. As a result
of the  acquisition,  the Company may experience  difficulty in (i)  maintaining
freight  volume with customers  that  historically  have done business with both
Swift and M.S.  Carriers  who may wish to decrease  the  concentration  of their
business  with the  combined  company,  (ii)  maintaining  customer  service and
equipment  utilization  standards while  attempting to more  efficiently use the
tractors,  trailers,  and physical locations of the combined company,  and (iii)
obtaining  sufficient  freight at rates that will support historical margins and
permit the combined company to maintain historical growth rates.

DEPENDENCE ON KEY PERSONNEL.  The Company is highly  dependent upon the services
of Mr.  Jerry  Moyes,  Chairman  of the  Board,  President  and Chief  Executive
Officer,  Mr. William F. Riley,  III, Senior  Executive Vice President and Chief
Financial Officer, Mr. Rodney K. Sartor,  Executive Vice President,  Mr. Patrick
J.  Farley,  Executive  Vice  President,  Mr. Kevin H.  Jensen,  Executive  Vice
President,  Mr.  Michael S. Starnes,  President of M.S.  Carriers,  Mr. James W.
Welch, Senior Vice President of M.S. Carriers,  and Mr. M J Barrow,  Senior Vice
President of M.S. Carriers.  Mr. Moyes has other significant  business interests
to which he devotes his time and efforts, including serving as Chairman of Simon
Transportation   Services,  Inc.,  a  truckload  carrier  providing  nationwide,
predominately temperature-controlled transportation services for major shippers,
and Central Freight Lines,  Inc., a regional  less-than-truckload  carrier.  Mr.
Moyes is also  the  largest  stockholder  of Simon  Transportation  and  Central
Freight Lines.  Although the Company believes it has an experienced and talented
management  group, the loss of the services of Mr. Moyes, Mr. Riley, Mr. Sartor,
Mr.  Farley,  Mr.  Jensen,  Mr.  Starnes,  Mr. Welch or Mr. Barrrow could have a
material  adverse effect on the Company's  operations and future  profitability.
The Company does not have  employment  agreements  with nor does it maintain key
man life insurance on Messrs. Riley, Sartor, Farley, or Jensen. The Company does
not have an employment  agreement  with but does maintain key man life insurance
on Mr. Moyes. The Company has employment agreements with Messrs.  Starnes, Welch
and Barrow,  which were  entered  into in  connection  with the merger with M.S.
Carriers,  but does not  maintain  key man life  insurance  on any of them.  The
employment  agreement with Mr. Starnes expires June 29, 2004, and the employment
agreement with Messrs. Welch and Barrow expires on June 29, 2006.

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

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

USED EQUIPMENT MARKET.  Swift relies on the sale of used equipment to offset the
cost of purchasing  new  equipment.  In the past two years,  used tractor values
have  deteriorated  significantly.  Should this trend continue,  it could have a
material adverse effect on Swift's business and operating results.

CLAIMS EXPOSURE;  INSURANCE.  The Company  currently  self-insures for liability
resulting from cargo loss,  personal injury and property  damage,  and maintains
insurance with licensed insurance  companies above its limits on self-insurance.
To the extent the Company were to experience an increase in the number of claims
for  which  it  is  self-insured,  the  Company's  operating  results  would  be
materially adversely affected.  In addition,  significant increases in insurance
costs,  to the extent not offset by freight  rate  increases,  would  reduce the
Company's profitability.

DEPENDENCE ON KEY CUSTOMERS.  A significant  portion of the Company's revenue is
generated  from key  customers.  During  2001,  the  Company's  top 25, 10 and 5
customers accounted for 48%, 33% and 23% of revenues,  respectively. The Company
does  not  have  long-term  contractual  relationships  with  many  of  its  key
customers,  and there can be no assurance that the Company's  relationships with
its key  customers  will  continue as  presently  in effect.  A reduction  in or
termination  of the Company's  services by a key customer  could have a material
adverse effect on the Company's business and operating results.

                                       20
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has  interest  rate  exposure  arising  from the  Company's  line of
credit,  revolving notes,  equipment loan,  approximately $80 million of capital
lease  obligations  and accounts  receivable  securitization,  all of which have
variable  interest rates.  These variable interest rates are impacted by changes
in short-term interest rates. The Company manages interest rate exposure through
its mix of  variable  rate  debt,  fixed rate lease  financing  and $70  million
notional  amount  of  interest  rate  swaps.  The fair  value  of the  Company's
long-term  debt  approximates  carrying  values.  Assuming the current  level of
borrowings, a hypothetical one-percentage point increase in interest rates would
increase the Company's interest expense by $2.5 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated  Financial  Statements  of the Company as of December  31, 2001 and
2000 for each of the years in the  three-year  period  ended  December 31, 2001,
together with related notes and the reports of KPMG LLP and Ernst and Young LLP,
independent certified public accountants,  are set forth on the following pages.
Other required financial information set forth herein is more fully described in
Item 14 of this Form 10-K.

                                       21
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Swift Transportation Co., Inc.:

We  have  audited  the  accompanying   consolidated   balance  sheets  of  Swift
Transportation  Co., Inc. and subsidiaries as of December 31, 2001 and 2000, and
the related consolidated statements of earnings,  stockholders' equity, and cash
flows for each of the years in the three year period  ended  December  31, 2001.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

The consolidated  financial  statements of Swift  Transportation Co., Inc. as of
December 31, 2000 and for the years ended December 31, 2000 and 1999,  have been
restated to reflect the pooling-of-interests  transaction with MS Carriers, Inc.
as  described in Note 2 to the  consolidated  financial  statements.  We did not
audit the 2000 and 1999 consolidated financial statements of MS Carriers,  Inc.,
which statements reflect total assets constituting 39 percent as of December 31,
2000 and total  revenues  constituting  36 percent and 37  percent,  in 2000 and
1999,  respectively,  of the related  consolidated totals. Those statements were
audited  by other  auditors  whose  report  has been  furnished  to us,  and our
opinion,  insofar as it relates to the amounts included for MS Carriers, Inc. as
of  December  31, 2000 and for the years ended  December  31, 2000 and 1999,  is
based solely on the report of the other auditors.

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

In our opinion,  based on our audits and the report of the other  auditors,  the
consolidated  financial  statements  referred to in the first paragraph  present
fairly, in all material respects, the financial position of Swift Transportation
Co., Inc. and  subsidiaries as of December 31, 2001 and 2000, and the results of
their  operations  and their  cash flows for each of the years in the three year
period  ended  December 31,  2001,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

As discussed in Note 12 to the consolidated  financial  statements,  the Company
adopted the provisions of Statement of Financial  Accounting  Standards No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES,  effective January
1, 2001.


                                (signed) KPMG LLP
March 21, 2002

                                       22
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                      -----------------------
                           ASSETS                        2001         2000
                                                      ----------   ----------
<S>                                                   <C>          <C>
Current assets:
   Cash ...........................................   $   14,151   $   19,638
   Accounts receivable, net .......................      248,725      274,817
   Equipment sales receivables ....................        2,107        5,799
   Inventories and supplies .......................       11,682       10,148
   Prepaid taxes, licenses and insurance ..........       26,881       34,600
   Assets held for sale ...........................                     3,169
   Note receivable ................................                     3,200
   Deferred income taxes ..........................       13,932        6,913
                                                      ----------   ----------
         Total current assets .....................      317,478      358,284
                                                      ----------   ----------
Property and equipment, at cost:
   Revenue and service equipment ..................    1,401,646    1,306,998
   Land ...........................................       42,852       36,058
   Facilities and improvements ....................      197,681      171,536
   Furniture and office equipment .................       66,319       56,938
                                                      ----------   ----------
         Total property and equipment .............    1,708,498    1,571,530
Less accumulated depreciation and amortization ....      501,853      392,748
                                                      ----------   ----------
         Net property and equipment ...............    1,206,645    1,178,782
                                                      ----------   ----------
Investment in Transplace ..........................        7,517       10,522
Other assets ......................................       15,556       15,539
Goodwill ..........................................        8,900       10,336
                                                      ----------   ----------
                                                      $1,556,096   $1,573,463
                                                      ==========   ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       23
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                                     -----------------------
                 LIABILITIES AND STOCKHOLDERS' EQUITY                   2001         2000
                                                                     ----------   ----------
<S>                                                                  <C>          <C>
Current liabilities:
   Accounts payable .............................................    $   57,229   $   61,057
   Accrued liabilities ..........................................        58,925       49,439
   Current portion of claims accruals ...........................        48,416       35,417
   Current portion of long-term debt ............................         3,546       15,191
   Current portion of obligations under capital leases ..........        57,661       50,754
   Securitization of accounts receivable ........................       116,000      117,000
                                                                     ----------   ----------
         Total current liabilities ..............................       341,777      328,858
                                                                     ----------   ----------
Borrowings under revolving line of credit .......................       117,000      154,000
Long-term debt, less current portion ............................        16,340       67,479
Obligations under capital leases ................................        90,146      155,577
Claims accruals, less current portion ...........................        55,975       42,570
Deferred income taxes ...........................................       195,605      170,100
Fair value of interest rate swaps ...............................         4,050


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 89,049,519 and
   85,375,733 shares in 2001 and 2000, respectively .............            89           85
Additional paid-in capital ......................................       249,410      198,904
Retained earnings ...............................................       523,892      496,671
                                                                     ----------   ----------
                                                                        773,391      695,660
Less:
Treasury stock, at cost (3,157,850 shares) ......................        37,935       37,935
Other equity items ..............................................           253        2,846
                                                                     ----------   ----------
         Total stockholders' equity .............................       735,203      654,879
                                                                     ----------   ----------

Commitments and contingencies ...................................
                                                                     $1,556,096   $1,573,463
                                                                     ==========   ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       24
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                    -----------------------------------------
                                                        2001           2000           1999
                                                    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>
Operating revenue ..............................    $ 2,112,221    $ 1,973,839    $ 1,688,954
                                                    -----------    -----------    -----------
Operating expenses:
   Salaries, wages and employee benefits .......        782,222        674,936        565,914
   Operating supplies and expenses .............        185,698        161,204        136,747
   Fuel ........................................        274,752        265,055        174,158
   Purchased transportation ....................        365,596        398,807        359,413
   Rental expense ..............................         99,387         71,044         47,664
   Insurance and claims ........................         93,654         53,853         49,473
   Depreciation and amortization ...............        144,312        134,395        119,119
   Communications and utilities ................         28,221         25,400         21,993
   Operating taxes and licenses ................         50,755         46,809         41,239
                                                    -----------    -----------    -----------
         Total operating expenses ..............      2,024,597      1,831,503      1,515,720
                                                    -----------    -----------    -----------
         Operating income ......................         87,624        142,336        173,234
                                                    -----------    -----------    -----------
Other (income) expenses:
   Interest expense ............................         33,393         34,117         22,166
   Interest income .............................         (1,200)          (742)          (338)
   Other .......................................         10,062         (1,053)        (3,617)
                                                    -----------    -----------    -----------
         Other (income) expenses, net ..........         42,255         32,322         18,211
                                                    -----------    -----------    -----------
         Earnings before income taxes ..........         45,369        110,014        155,023
   Income taxes ................................         18,148         41,071         57,605
                                                    -----------    -----------    -----------
         Net earnings ..........................    $    27,221    $    68,943    $    97,418
                                                    ===========    ===========    ===========

Basic earnings per share .......................    $       .32    $       .83    $      1.15
                                                    ===========    ===========    ===========

Diluted earnings per share .....................    $       .32    $       .82    $      1.12
                                                    ===========    ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       25
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                               COMMON STOCK          ADDITIONAL                                           TOTAL
                                          ----------------------      PAID-IN      RETAINED    TREASURY      OTHER    STOCKHOLDERS'
                                            SHARES     PAR VALUE      CAPITAL      EARNINGS      STOCK       EQUITY      EQUITY
                                          -----------  ---------     ---------    ---------    ---------    --------    ---------
<S>                                       <C>          <C>           <C>          <C>          <C>          <C>         <C>
Balances, January 1, 1999                  85,886,447    $ 86        $ 188,747    $ 350,384    $ (13,016)   $ (2,004)   $ 524,197
Issuance of common stock under
  stock option and employee stock
  purchase plans                              844,441       1            5,531                                              5,532
Income tax benefit arising from the
  exercise of stock options                                              3,311                                              3,311
Amortization of deferred compensation                                      305                                                305
Payment of stock split fractional share                                     (9)                                                (9)
Foreign currency translation                                                                                     (84)         (84)
Purchase of 539,475 shares of
  treasury stock                                                                                  (8,171)                  (8,171)
Net earnings                                                                         97,418                                97,418
                                          -----------    ----        ---------    ---------    ---------    --------    ---------
Balances, December 31, 1999                86,730,888      87          197,885      447,802      (21,187)     (2,088)     622,499
Issuance of common stock under
  stock option and employee stock
  purchase plans                              804,015                    6,478                                              6,478
Income tax benefit arising from the
  exercise of stock options                                                900                                                900
Amortization of deferred compensation                                      478                                                478
Repurchase and cancellation of
  treasury stock                           (2,159,170)     (2)          (6,837)     (20,074)                              (26,913)
Notes receivable from officers                                                                                  (852)        (852)
Foreign currency translation                                                                                      94           94
Purchase of 1,295,300 shares of
  treasury stock                                                                                 (16,748)                 (16,748)
Net earnings                                                                         68,943                                68,943
                                          -----------    ----        ---------    ---------    ---------    --------    ---------
Balances, December 31, 2000                85,375,733      85          198,904      496,671      (37,935)     (2,846)     654,879
Issuance of common stock under
  stock option and employee stock
  purchase plans                            2,353,786       3           27,230                                             27,233
Issuance of common stock upon
  public offering                           1,320,000       1           20,063                                             20,064
Income tax benefit arising from the
  exercise of stock options                                              2,491                                              2,491
Amortization of deferred compensation                                      722                                                722
Notes receivable from officers                                                                                   852          852
Foreign currency translation                                                                                   1,741        1,741
Net earnings                                                                         27,221                                27,221
                                          -----------    ----        ---------    ---------    ---------    --------    ---------
Balances, December 31, 2001                89,049,519    $ 89        $ 249,410    $ 523,892    $ (37,935)   $   (253)   $ 735,203
                                          ===========    ====        =========    =========    =========    ========    =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       26
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                       YEARS ENDED DECEMBER 31,
                                                                                --------------------------------------
                                                                                   2001          2000          1999
                                                                                ----------    ----------    ----------
<S>                                                                             <C>           <C>           <C>
Cash flows from operating activities:
   Net earnings ............................................................    $   27,221    $   68,943    $   97,418
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
     Depreciation and amortization .........................................       143,257       135,252       115,476
     Deferred income taxes .................................................        16,066        25,112        45,870
     Income tax benefit arising from the exercise of
          stock options ....................................................         2,491           900         3,311
     Provision for losses on accounts receivable ...........................         4,734         2,332         1,200
     Amortization of deferred compensation .................................           722           478           305
     Fair market value of interest rate swaps ..............................         4,050
     EASO impairment adjustment ............................................        10,447
     Increase (decrease) in cash resulting from changes in:
       Accounts receivable .................................................        20,670       (39,198)      (55,487)
       Inventories and supplies ............................................        (1,534)       (1,556)       (2,544)
       Prepaid expenses and other current assets ...........................         7,719       (10,181)       (1,782)
       Other assets ........................................................        (4,102)       (2,371)       (6,455)
       Accounts payable, accrued liabilities and claims accruals ...........        31,196        (7,682)       26,544
                                                                                ----------    ----------    ----------
           Net cash provided by operating activities .......................       262,937       172,029       223,856
                                                                                ----------    ----------    ----------
Cash flows from investing activities:
   Proceeds from sale of property and equipment ............................        59,254       172,880       110,700
   Capital expenditures ....................................................      (224,259)     (355,995)     (331,518)
   Equity investment .......................................................                     (21,007)
   Loans to investment entities ............................................                      (4,384)
   Repayment of notes receivables ..........................................         4,052
   Other ...................................................................                      (1,500)
   Payments received on equipment sales receivables ........................         5,799         5,955         5,262
                                                                                ----------    ----------    ----------
           Net cash used in investing activities ...........................      (155,154)     (204,051)     (215,556)
                                                                                ----------    ----------    ----------
Cash flows from financing activities:
   Borrowings under long-term debt .........................................                                     3,499
   Repayments of long-term debt ............................................      (122,567)      (43,788)      (31,603)
   Borrowings under line of credit .........................................       178,000
   Repayments of  borrowings under line of credit ..........................      (215,000)        6,299        24,671
   Payment of stock split fractional shares ................................                                        (9)
   Change in borrowings under accounts receivable securitization ...........        (1,000)      117,000
   Proceeds from public offering ...........................................        20,064
   Proceeds from sale of common stock ......................................        27,233         5,610         5,529
   Purchase of treasury stock ..............................................                     (43,672)       (8,171)
                                                                                ----------    ----------    ----------
           Net cash provided (used) by financing activities ................      (113,270)       41,449        (6,084)
                                                                                ----------    ----------    ----------
Net (decrease) increase in cash ............................................        (5,487)        9,427         2,216
Cash at beginning of year ..................................................        19,638        10,211         7,995
                                                                                ----------    ----------    ----------
Cash at end of year ........................................................    $   14,151    $   19,638    $   10,211
                                                                                ==========    ==========    ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       27
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                 (IN THOUSANDS)

                                                      YEARS ENDED DECEMBER 31,
                                                    ---------------------------
                                                      2001      2000      1999
                                                    -------   -------   -------
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest ....................................   $29,809   $32,227   $22,083
                                                    =======   =======   =======
    Income taxes ................................   $ 3,016   $ 9,796   $31,936
                                                    =======   =======   =======
Supplemental schedule of noncash investing
  and financing activities:
    Equipment sales receivables .................   $ 2,107   $ 5,788   $ 5,966
                                                    =======   =======   =======
    Direct financing for purchase of equipment ..   $ 5,605   $ 5,063   $   973
                                                    =======   =======   =======
    Notes receivable from officers ..............             $   852
                                                              =======
    Note receivable from property sale ..........   $ 1,715
                                                    =======

See accompanying notes to consolidated financial statements.

                                       28
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2001, 2000 AND 1999


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Swift  Transportation  Co.,  Inc., a Nevada holding  company,  together with its
wholly-owned subsidiaries ("Company"), is a national truckload carrier operating
throughout  the  continental  United  States.  The  Company  operates a national
terminal  network  and  a  fleet  of  approximately  16,000  tractors  from  its
headquarters in Phoenix, Arizona.

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiaries.   All  significant  intercompany  balances  and
transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with original
maturities of three months or less to be cash equivalents.

INVENTORIES AND SUPPLIES

Inventories  and supplies  consist  primarily of spare  parts,  tires,  fuel and
supplies  and are  stated  at  cost.  Cost is  determined  using  the  first-in,
first-out (FIFO) method.

PROPERTY AND EQUIPMENT

Property  and  equipment  are stated at cost.  Gains and losses from the sale of
revenue equipment are included as a component of depreciation expense. Net gains
in 2001,  2000 and 1999  were  $1.6  million,  $8.8  million  and $4.9  million,
respectively.

Depreciation on property and equipment is calculated on the straight-line method
over  the  estimated  useful  lives  of  10  to  40  years  for  facilities  and
improvements,  3 to 12 years for revenue and service  equipment and 3 to 5 years
for furniture and office equipment.

Tires on revenue  equipment  purchased  are  capitalized  as a component  of the
related  equipment  cost when the vehicle is placed in service  and  depreciated
over the life of the  vehicle.  Replacement  tires are  expensed  when placed in
service.

To obtain certain tax incentives,  the Company  financed the construction of its
Edwardsville,   Kansas  terminal  with  municipal  bonds  issued  by  the  city.
Subsequently,  the Company  purchased 100% of the bonds and intends to hold them
to maturity, effectively financing the construction with internal cash flow. The
Company has offset the investment in the bonds against the related liability and
neither is reflected on the consolidated balance sheet.

GOODWILL

Goodwill  represents  the excess of purchase price over fair value of net assets
acquired.  Such  goodwill is being  amortized on the  straight-line  method over
periods ranging from 5 to 20 years.  Accumulated amortization was $8,093,000 and
$6,657,000 at December 31, 2001 and 2000, respectively.  The Company continually
evaluates  whether  events and  circumstances  have  occurred  that indicate the
remaining  estimated  useful  life of goodwill  and other long lived  assets may
warrant  revision or that the  remaining  balance may not be  recoverable.  When
factors indicate that the asset should be evaluated for possible impairment, the
Company uses an estimate of the  undiscounted  net cash flows over the remaining
life of the asset in determining whether the asset is impaired.

                                       29
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


REVENUE RECOGNITION

Operating  revenues and related  direct costs are  recognized as of the date the
freight is picked up for shipment. M.S. Carriers (see Pooling of Interests note)
recognized revenue on the date freight was delivered. Beginning January 1, 2002,
M.S.  Carriers was  operationally  combined with the Company and will  recognize
revenue on the date freight is picked up for shipment.

INCOME TAXES

The Company  accounts  for income  taxes under the asset and  liability  method.
Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amount of existing  assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the period that
includes the enactment date.

USE OF ESTIMATES

Management  of the  Company  has  made a number  of  estimates  and  assumptions
relating to the  reporting of assets and  liabilities  and revenues and expenses
and the  disclosure of  contingent  liabilities  to prepare  these  consolidated
financial   statements  in  conformity   with  generally   accepted   accounting
principles. Actual results could differ from those estimates.

ACCOUNTING STANDARDS NOT YET ADOPTED BY THE COMPANY

The  Financial  Accounting  Standards  Board has issued  Statements of Financial
Accounting Standard ("SFAS") for which the required  implementation date has not
yet become effective. Those standards that may materially impact the Company are
discussed below.

In July 2001,  SFAS No. 142 "Goodwill and Other  Intangible  Assets" was issued.
This  standard  will be effective in the first  quarter of 2002.  This  standard
eliminates  amortization of goodwill and replaces it with a test for impairment.
The Company has $8.9  million of  goodwill  that is not  expected to be impaired
under the standard.  The Company  amortized $1.4 million,  $1.4 million and $1.2
million of  goodwill  for the years  ended  December  31,  2001,  2000 and 1999.
Amortization  will cease  beginning  January 1, 2002.

In October  2001,  SFAS No. 144  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets" was issued.  This  standard  will be  effective in the first
quarter of 2002.  This  standard  applies to all  long-lived  assets,  including
discontinued  operations.  It requires that all long-lived assets be measured at
the lower of  carrying  amount or fair value less cost to sell.  See Assets Held
for Sale note.

(2)  POOLING OF INTERESTS

These consolidated  financial  statements include the accounts of M.S. Carriers,
Inc. ("M.S.  Carriers"),  also a publicly- held truckload carrier,  which merged
with a subsidiary  of the Company on June 29, 2001 (the  "Merger").  In exchange
for 19,464,322  shares of the Company's  common stock,  M.S.  Carriers  became a
wholly  owned  subsidiary  of the  Company.  The Merger was  accounted  for as a
pooling of interests. Accordingly, the historical financial statements presented
herein  have been  restated  to  include  the  financial  position,  results  of
operations, and cash flows of M.S. Carriers.

                                       30
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


The results of  operations  for the six months ended June 30, 2001 (period prior
to merger) included in the consolidated financial statements are as follows:

                                            (IN THOUSANDS)
     Operating revenue:
        Swift ............................   $   677,437
        MS Carriers ......................       367,712
                                             -----------
                                             $ 1,045,149
                                             ===========
     Net earnings (loss):
        Swift ............................   $    13,463
        MS Carriers ......................        (2,073)
                                             -----------
                                             $    11,390
                                             ===========

See  the  Industry  Segment  footnote  for a  reconciliation  of  the  Company's
operating revenue and earnings to those previously reported.

(3)  ACCOUNTS RECEIVABLE

Accounts receivable consists of:

                                                    DECEMBER 31,
                                                ---------------------
                                                  2001         2000
                                                --------     --------
                                                   (IN THOUSANDS)

     Trade customers .......................    $239,191     $257,605
     Equipment manufacturers ...............       2,707        3,166
     Income tax receivable .................      11,162       10,730
     Other .................................       6,325       16,480
                                                --------     --------
                                                 259,385      287,981
     Less allowance for doubtful accounts ..      10,660       13,164
                                                --------     --------
                                                $248,725     $274,817
                                                ========     ========

The schedule of allowance for doubtful accounts is as follows:

                               BEGINNING                                ENDING
                                BALANCE    ADDITIONS    DEDUCTIONS      BALANCE
                                -------    ---------    ----------      -------
                                               (IN THOUSANDS)
Years ended December 31:
2001 ......................    $ 13,164     $  8,483     $(10,987)     $ 10,660
                               ========     ========     ========      ========

2000 ......................    $  9,740     $ 15,148     $(11,724)     $ 13,164
                               ========     ========     ========      ========

1999 ......................    $  6,463     $  9,456     $ (6,179)     $  9,740
                               ========     ========     ========      ========

(4)  ASSETS HELD FOR SALE

Assets held for sale consist of land, land improvements,  building and equipment
related to the Company's former  corporate  headquarters and terminal located in
Phoenix,  Arizona and is stated at the lower of  depreciated  cost or fair value

                                       31
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


less costs to sell. 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.  In December  2000, the Company
recorded an adjustment to reduce the carrying  value of these assets by $450,000
to reflect  the effect of a pending  sale of the  remaining  assets.  In January
2001,  the Company sold the  remainder of the assets held for sale.  The Company
received $1,000,000 and a non  interest-bearing  note for $1,900,000.  Under the
terms of the note, a $1,000,000  payment is due February 2002 and the balance is
due February 2003.

As a result of the merger with M.S.  Carriers,  the Company  anticipates it will
dispose of certain duplicate  facilities during 2002 and later. The Company does
not expect any material loss on these dispositions.

(5)  EQUITY INVESTMENT AND NOTE RECEIVABLE -TRANSPLACE

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  finalized the terms of the
agreement in principle, 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.  The Company  also has  contributed  $10,000,000  to  Transplace.com.  The
Company's  interest in  Transplace.com,  which is accounted for using the equity
method, is approximately  29%. The Company recorded an equity (loss) earnings of
($3.0) and $0.5 million in other  expense  during the years ending  December 31,
2001and 2000, respectively for Transplace.

The  Company's  equity in net  assets of  Transplace  exceeds  its cost basis by
approximately   $30  million  at  December  31,  2001.  As  Transplace   records
amortization or impairment of goodwill and intangibles, the Company will accrete
an equal amount of basis difference to offset such amortization or impairment.

In addition,  as of December 31, 2000,  the Company had a note  receivable  from
Transplace.com  in the amount of $3,200,000  with interest at 8% and maturity on
September 29, 2001. This note was paid in full in February 2001.

(6)  EQUITY INVESTMENT - TRANSPORTES EASO

In 2001, the Company recorded a $10.5 million adjustment to other expense in the
statement of earnings,  of which $8.5 million  relates to the  impairment of its
50% equity  investment  held by M.S.  Carriers in Transportes  EASO, the largest
intra-Mexico  truckload carrier, and $2 million is associated with the write off
of a cash  advance  made to EASO in the third  quarter  of 2001.  The  Company's
investment  in  Transportes  EASO is  zero  as of  December  31,  2001.  See the
Commitments  footnote for guarantees of Transportes  EASO debt and leases by the
Company.

                                       32
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(7)  ACCRUED LIABILITIES

Accrued liabilities consists of:

                                                     DECEMBER 31,
                                                ---------------------
                                                  2001         2000
                                                --------     --------
                                                    (IN THOUSANDS)

     Employee compensation .................    $ 36,508     $ 24,009
     Fuel and mileage taxes ................       2,473        2,098
     Other .................................      19,944       23,332
                                                --------     --------
                                                $ 58,925     $ 49,439
                                                ========     ========

(8)  ACCOUNTS RECEIVABLE SECURITIZATION

In December 1999, the Company (through a wholly-owned  bankruptcy-remote special
purpose  subsidiary)  entered into an agreement to sell,  on a revolving  basis,
interests  in its accounts  receivable  to an unrelated  financial  entity.  The
bankruptcy-remote  subsidiary has the right to repurchase the  receivables  from
the unrelated entity.  Therefore, the transaction does not meet the criteria for
sale  treatment  under the  accounting  standards  and is reflected as a secured
borrowing in the financial statements.

Under the  amended  agreement,  the  Company can receive up to a maximum of $175
million of proceeds,  subject to eligible receivables and will pay a program fee
recorded as interest expense, as defined in the agreement.  The Company will pay
commercial paper interest rates on the proceeds received.  The proceeds received
will  be  reflected  as  a  current  liability  on  the  consolidated  financial
statements because the committed term, subject to annual renewals,  is 364 days.
As of December 31, 2001 there were $116 million of proceeds received.

(9)  BORROWINGS UNDER REVOLVING LINES OF CREDIT

The Company has a $170 million  unsecured  revolving line of credit (the line of
credit)  under an agreement  with six major banks (the Credit  Agreement)  which
matures on January 16, 2003.  Interest on  outstanding  borrowings is based upon
one of two  options  which the  Company  selects at the time of  borrowing:  the
bank's prime rate or the London  Interbank  Offered Rate (LIBOR) plus applicable
margins,  as defined in the Credit Agreement.  The unused portion of the line of
credit is subject to a commitment  fee. As of December 31, 2001 and 2000,  there
was $117 and $154 million outstanding under the line of credit.

The Credit Agreement requires the Company to meet certain covenants with respect
to debt to equity and debt coverage  ratios.  The Credit Agreement also requires
the Company to maintain  unencumbered  assets of not less than 120% of unsecured
indebtedness (as defined).

The Credit Agreement  includes  financing for letters of credit. The Company has
outstanding letters of credit primarily for workers'  compensation and liability
self-insurance purposes totaling $33.5 million at December 31, 2001.

Also, the Company has a separate line of credit with a financial institution for
letters of credit  only.  As of  December  31,  2001  there  were $12.4  million
outstanding.

                                       33
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(10) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                             DECEMBER 31,
                                                                                       -----------------------
                                                                                         2001           2000
                                                                                       --------       --------
                                                                                            (IN THOUSANDS)
<S>                                                                                    <C>            <C>
Notes payable to financial institution at Libor plus applicable margin ............    $              $ 63,545
Note payable to financial institution bearing interest at Libor plus
  1% payable quarterly with one principal payment due in 2004 secured
  by equipment ....................................................................       3,499          3,499
Notes payable to commercial lending institutions with varying payments
  through the year 2005:
    Fixed interest rates ranging from 3.8% to 4.8% ................................       1,387            626
Note payable to insurance company bearing interest at 6.78% payable monthly
  with principal payments of $3,000,000 due in 2002 through 2006 secured by
  deed of trust on Phoenix facilities. Covenant requirements include minimum
  debt to equity and debt  coverage ratios and tangible net worth. The
  covenants include limitations on dividends and treasury stock purchases .........      15,000         15,000
                                                                                       --------       --------
      Total long-term debt ........................................................      19,886         82,670
Less current portion ..............................................................       3,546         15,191
                                                                                       --------       --------
Long-term debt, less current portion ..............................................    $ 16,340       $ 67,479
                                                                                       ========       ========
</TABLE>

The aggregate annual maturities of long-term debt as of December 31, 2001 are as
follows:

     YEARS ENDING
     DECEMBER 31,                                  (IN THOUSANDS)
     ------------                                  --------------
     2002.......................................     $  3,546
     2003.......................................        3,485
     2004.......................................        6,854
     2005.......................................        3,001
     2006.......................................        3,000
                                                     --------
                                                     $ 19,886
                                                     ========

For the years ended December 31, 2001,  2000 and 1999,  the Company  capitalized
interest related to  self-constructed  assets totaling $784,000,  $1,210,000 and
$1,140,000, respectively.

(11) CAPITAL LEASES

The Company leases certain revenue equipment under capital leases. The Company's
capital leases  contain  guarantees of residual  values.  Certain leases contain
renewal or fixed  price  purchase  options.  The leases  are  collateralized  by
revenue  equipment  with a  cost  of  $225.6  million  and  $255.9  million  and
accumulated amortization of $70.0 million and $53.7 million at December 31, 2001
and 2000,  respectively.  The amortization of the equipment under capital leases
is included in depreciation expense.

                                       34
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


The  following is a schedule by years of future  minimum  lease  payments  under
capital  leases  together  with  the  present  value  of the net  minimum  lease
payments:

                                                     DECEMBER 31,
                                                         2001
                                                       --------
                                                    (IN THOUSANDS)

     2002 ......................................       $ 65,603
     2003 ......................................         56,730
     2004 ......................................         21,087
     2005 ......................................         17,552
     2006 ......................................          1,158
                                                       --------
     Total minimum lease payments ..............        162,130
     Less: Amount representing interest ........         14,323
                                                       --------
     Present value of minimum lease payments ...        147,807
     Less current portion ......................         57,661
                                                       --------
     Capital lease obligations, long-term ......       $ 90,146
                                                       ========

(12) DERIVATIVE FINANCIAL INSTRUMENTS

The Company  adopted  Statement of Financial  Standards  No. 133 (SFAS No. 133),
"Accounting  for  Derivative   Instruments  and  Hedging  Activities,"  and  its
amendments,  Statement  137 and 138, on January 1, 2001.  SFAS No. 133  requires
that all derivative instruments be recorded on the balance sheet at fair value.

The Company is a party to swap  agreements  that are used to manage  exposure to
interest  rate  movement by  effectively  changing the variable  rate to a fixed
rate. Since these instruments did not qualify for hedge accounting,  the changes
in the fair value of the interest rate swap agreements will be recognized in net
earnings until maturities up to March 2009.

For the year ended  December  31,  2001,  the Company  recognized a loss for the
change in fair market value of the interest rate swap  agreements of $4,050,000.
The  changes in fair  market  value of the  interest  rate swap  agreements  are
recorded as interest expense.

(13) COMMITMENTS

OPERATING LEASES

The Company  leases  various  revenue  equipment and terminal  facilities  under
operating  leases. At December 31, 2001, the future minimum lease payments under
noncancelable operating leases are as follows:

      YEARS ENDING                         REVENUE
      DECEMBER 31,                        EQUIPMENT    FACILITIES      TOTAL
      ------------                        ---------    ----------    --------
                                                     (IN THOUSANDS)

      2002 ............................    $ 70,920     $  2,000     $ 72,920
      2003 ............................      41,113        1,469       42,582
      2004 ............................      14,748        1,103       15,851
      2005 ............................       3,895          536        4,431
      2006 ............................
      Thereafter ......................
                                           --------     --------     --------
      Total minimum lease payments ....    $130,676     $  5,108     $135,784
                                           ========     ========     ========

                                       35
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


The revenue equipment leases generally  include purchase options  exercisable at
the  completion  of the  lease.  The  Company  recorded  gains of  approximately
$338,000,  $1.1  million,  and $3.6 million from the sale of leased  tractors in
2001, 2000, and 1999, respectively.

PURCHASE COMMITMENTS

The  Company  had  commitments  outstanding  to acquire  revenue  equipment  for
approximately $416 million at December 31, 2001. These purchases are expected to
be financed by operating leases, debt, proceeds from sales of existing equipment
and cash flows  from  operations.  The  Company  has the  option to cancel  such
commitments with 60 days notice.

GUARANTEES

The Company has guaranteed  approximately $5.5 of debt of Trans-Mex,  Inc. S. A.
de C. V., a truckload carrier within the Republic of Mexico of which the Company
owns 49%. In addition,  the Company has guaranteed  approximately  $8.6 and $6.7
million of bank debt and leases, respectively, of Transportes EASO.

(14) EARNINGS PER SHARE

The computation of basic and diluted earnings per share is as follows:

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                                                   ------------------------------
                                                                     2001       2000       1999
                                                                   --------   --------   --------
                                                              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                                <C>        <C>        <C>
Net earnings ...................................................   $ 27,221   $ 68,943   $ 97,418
                                                                   ========   ========   ========
Weighted average shares:
Common shares outstanding for basic earnings per share .........     83,781     82,627     84,974
Equivalent shares issuable upon exercise of stock options ......      1,937      1,051      2,102
                                                                   --------   --------   --------
Diluted shares .................................................     85,718     83,678     87,076
                                                                   ========   ========   ========

Basic earnings per share .......................................   $    .32   $    .83   $   1.15
                                                                   ========   ========   ========

Diluted earnings per share .....................................   $    .32   $    .82   $   1.12
                                                                   ========   ========   ========
</TABLE>

(15) PUBLIC STOCK OFFERING

The Company  completed a public offering of 1,200,000 shares of its common stock
on June 27, 2001.  This offering  generated  proceeds of $18.2  million,  net of
expenses. An option by the underwriters to purchase an additional 120,000 shares
was exercised on July 2, 2001 and generated additional proceeds of $1.8 million.

(16) STOCKHOLDERS' EQUITY

On April 10, 1999 the Company completed a three-for-two  stock split effected in
the form of a  dividend  of one  share of common  stock for every two  shares of
common stock outstanding.

The Company  purchased  3,454,470  shares of its common  stock during 2000 for a
total cost of $43.7 million.  Some of these shares (1,295,300  shares) are being
held as  treasury  stock  and may be used  for  issuances  under  the  Company's
employee  stock  option  and  purchase  plans  or for  other  general  corporate
purposes. The remainder (2,159,170 shares) were cancelled.

                                       36
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


STOCK COMPENSATION PLANS

The Company applies APB Opinion No. 25 and related interpretations in accounting
for its plans.  Accordingly,  no  compensation  cost has been recognized for its
Employee  Stock  Purchase  Plan.  The  compensation  cost that has been  charged
against  income for its Fixed Stock  Option  Plans was  $722,000,  $478,000  and
$305,000 for 2001, 2000 and 1999, respectively.

Had compensation cost for the Company's four stock-based compensation plans been
determined  consistent  with FASB  Statement  No.  123  ("SFAS  No.  123"),  the
Company's net earnings and earnings per share would have been reduced to the pro
forma amounts indicated below:

                                                   2001       2000       1999
                                                 --------   --------   --------
Net earnings (in thousands)....  As Reported     $ 27,221   $ 68,943   $ 97,418
                                                 ========   ========   ========
                                 Pro forma       $ 24,271   $ 66,239   $ 95,333
                                                 ========   ========   ========
Basic earnings per share.......  As Reported     $    .32   $    .83   $   1.15
                                                 ========   ========   ========
                                 Pro forma       $    .29   $    .80   $   1.12
                                                 ========   ========   ========
Diluted earnings per share.....  As Reported     $    .32   $    .82   $   1.12
                                                 ========   ========   ========
                                 Pro forma       $    .28   $    .79   $   1.09
                                                 ========   ========   ========

Pro forma net  earnings  reflect  only  options  granted in 1995  through  2001.
Therefore,  the full impact of calculating  compensation  cost for stock options
under  SFAS No.  123 is not  reflected  in the pro  forma net  earnings  amounts
presented above because compensation cost is reflected over the options' vesting
period and compensation cost for options granted prior to January 1, 1995 is not
considered under SFAS No. 123.

STOCK OPTION PLANS

The Company has a number of stock options under various plans.  Options  granted
by M.S. Carriers have generally been granted with an exercise price equal to the
market price on the grant date and expire on the tenth  anniversary of the grant
date. The options granted to M.S.  Carriers  employees  vested on June 29, 2001.
Options  granted by Swift to employees  have been granted with an exercise price
equal to 85  percent  of the  market  price on the grant  date and expire on the
tenth  anniversary  of the grant  date.  Options  granted by Swift to  employees
generally  vest 20 percent per year  beginning on the fifth  anniversary  of the
grant date.  Options granted to Swift  non-employee  directors have been granted
with an  exercise  price  equal to 85 percent  of the market  price on the grant
date,  vest on the grant date and expire on the sixth  anniversary  of the grant
date.

As of December 31, 2001,  the Company is authorized  to grant an additional  2.0
million shares.

                                       37
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions used for grants in 1999 through 2001:

                                                    2001    2000    1999
                                                    ----    ----    ----
     Dividend yield...............................    0%      0%      0%
     Expected volatility..........................   45%     45%     45%
     Risk free interest rate......................    5%    6.5%    6.5%
     Expected lives (days after vesting date).....  110      73      62

A summary of the status of the Company's fixed stock option plans as of December
31, 2001,  2000 and 1999, and changes during the years then ended on those dates
is presented below:

<TABLE>
<CAPTION>
                                                      2001                        2000                        1999
                                            ------------------------    ------------------------    ------------------------
                                                           WEIGHTED-                   WEIGHTED-                   WEIGHTED-
                                                            AVERAGE                     AVERAGE                     AVERAGE
                                                           EXERCISE                    EXERCISE                    EXERCISE
                                               SHARES        PRICE         SHARES        PRICE         SHARES        PRICE
                                            -----------    ---------    -----------    ---------    -----------    ---------
<S>                                         <C>            <C>          <C>            <C>          <C>            <C>
Outstanding at beginning of year.........     7,962,604     $10.59        6,822,650     $10.37        7,125,005     $ 9.18
Granted..................................       587,450     $16.83        2,306,000     $11.18        1,384,050     $16.60
Exercised................................    (2,031,817)    $10.88         (414,049)    $ 4.45         (603,227)    $ 2.77
Forfeited................................      (375,998)    $13.16         (751,997)    $13.69       (1,083,178)    $14.80
                                            -----------                 -----------                 -----------
Outstanding at end of year...............     6,142,239     $10.94        7,962,604     $10.59        6,822,650     $10.37
                                            ===========                 ===========                 ===========
Options exercisable at year-end..........     1,740,948                   1,359,168                   1,238,338
Weighted-average fair value of
  options granted during the year........         $8.07                       $6.56                      $5.94
                                                  =====                       =====                      =====
</TABLE>

The following table summarizes information about fixed stock options outstanding
at December 31, 2001:

<TABLE>
<CAPTION>
                                           OPTIONS OUTSTANDING                OPTIONS EXERCISABLE
                                  -------------------------------------     ------------------------
                                                 WEIGHTED-
                                                  AVERAGE     WEIGHTED-                    WEIGHTED-
                                                 REMAINING     AVERAGE                      AVERAGE
                                     NUMBER     CONTRACTUAL   EXERCISE         NUMBER      EXERCISE
RANGE OF EXERCISE PRICES          OUTSTANDING      LIFE         PRICE        EXERCISABLE     PRICE
------------------------          -----------   -----------   ---------      -----------   ---------
<S>                               <C>           <C>           <C>            <C>           <C>
$3.15 to $10.01.................   1,656,225        3.95       $ 7.57           497,202     $ 6.02
$10.02 to $10.81................     974,871        6.07       $10.19           228,641     $10.59
$11.10..........................   1,915,100        8.40       $11.10             6,000     $11.10
$11.17 to $18.42 ...............   1,424,343        6.51       $14.12           838,256     $13.42
$18.79 to $20.15................     171,700        7.26       $19.45           170,850     $19.45
                                  ----------                                 ----------
                                   6,142,239        6.36       $10.94         1,740,949     $11.52
                                  ==========                                 ==========
</TABLE>

EMPLOYEE STOCK PURCHASE PLAN

Under the 1994 Employee  Stock Purchase Plan, the Company is authorized to issue
up to 4.5 million shares of common stock to full-time  employees,  nearly all of
whom are eligible to  participate.  Under the terms of the Plan,  employees  can
choose each year to have up to 15 percent of their annual base earnings withheld
to purchase the Company's  common stock.  The purchase  price of the stock is 85
percent of the lower of the  beginning-of-period  or end-of-period  (each period
being the first and second six calendar  months) market price.  Each employee is
restricted  to  purchasing  during  each  period a maximum  of  $12,500 of stock
determined by using the  beginning-of-period  price. Under the Plan, the Company
issued 322,329,  389,966 and 235,971 shares to 2,475,  2,243 and 1,856 employees
in 2001,  2000 and 1999,  respectively.  Compensation  cost is calculated as the
fair value of the  employees'  purchase  rights,  which was estimated  using the
Black-Scholes model with the following assumptions:

                                       38
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


                                        2001     2000     1999
                                        ----     ----     ----
Dividend yield...................         0%       0%       0%
Expected volatility..............        45%      45%      45%
Risk free interest rate..........         5%       6%       6%

The  weighted-average  fair value of those purchase rights granted in 2001, 2000
and 1999 was $5.24, $4.19 and $5.61, respectively.

(17) INCOME TAXES

Income tax expense consists of:

                                    2001       2000       1999
                                  --------   --------   --------
                                         (IN THOUSANDS)
Current expense:
  Federal..................       $  1,095   $ 21,174   $ 12,515
  State....................            186      2,441      2,070
                                  --------   --------   --------
                                     1,281     23,615     14,585
                                  --------   --------   --------
Deferred expense:
  Federal..................         14,779     15,302     38,064
  State....................          2,088      2,154      4,956
                                  --------   --------   --------
                                    16,867     17,456     43,020
                                  --------   --------   --------
                                  $ 18,148   $ 41,071   $ 57,605
                                  ========   ========   ========

The Company's  effective tax rate was 40.0%,  37.3% and 37.2% in 2001,  2000 and
1999,  respectively.  The actual tax expense  differs  from the  "expected"  tax
expense  (computed by applying the U.S. Federal corporate income tax rate of 35%
to earnings before income taxes) as follows:

<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31,
                                                                 --------------------------------
                                                                   2001        2000        1999
                                                                 --------    --------    --------
                                                                         (IN THOUSANDS)
<S>                                                              <C>         <C>         <C>
Computed "expected" tax expense ..............................   $ 15,879    $ 38,505    $ 54,258
Increase (decrease) in income taxes resulting from:
  State income taxes, net of federal
    income tax benefit .......................................      1,250       2,953       4,532
  Enterprise tax credit ......................................                   (443)       (765)
  Nondeductible portion of EASO investment adjustment ........      1,951
  Other, net .................................................       (932)         56        (420)
                                                                 --------    --------    --------
                                                                 $ 18,148    $ 41,071    $ 57,605
                                                                 ========    ========    ========
</TABLE>

                                       39
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


The net effects of temporary  differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are presented below:

                                                              DECEMBER 31,
                                                         ----------------------
                                                            2001         2000
                                                         ---------    ---------
                                                             (IN THOUSANDS)
Deferred tax assets:
  Claims accruals ...................................    $  35,319    $  23,592
  Accounts receivable due to allowance for
    doubtful accounts ...............................        2,183        1,223
  Nondeductible accruals ............................        2,084        2,823
  Other .............................................        4,185        3,228
                                                         ---------    ---------
      Total deferred tax assets .....................       43,771       30,866
                                                         ---------    ---------
Deferred tax liabilities:
  Property and equipment, principally due to
    differences in depreciation .....................     (204,591)    (180,233)
  Prepaid taxes, licenses and permits deducted
    for tax purposes ................................       (8,734)     (10,357)
  Other .............................................      (12,119)      (3,463)
                                                         ---------    ---------
      Total deferred tax liabilities ................     (225,444)    (194,053)
                                                         ---------    ---------
      Net deferred tax liability ....................    $(181,673)   $(163,187)
                                                         =========    =========

These amounts are presented in the accompanying  consolidated  balance sheets as
follows:

                                                              DECEMBER 31,
                                                         ----------------------
                                                            2001         2000
                                                         ---------    ---------
                                                             (IN THOUSANDS)

      Current deferred tax asset.....................    $  13,932    $   6,913
      Noncurrent deferred tax liability..............     (195,605)    (170,100)
                                                         ---------    ---------
      Net deferred tax liability.....................    $(181,673)   $(163,187)
                                                         =========    =========

(18) CLAIMS ACCRUALS

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.

Claims accruals  represent  accruals for the uninsured portion of pending claims
at December  31,  2001 and 2000.  The current  portion  reflects  the amounts of
claims expected to be paid in the following  year.  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 the Company's past claims
experience.  Claims  accruals also include  accrued  medical  expenses under the
Company's group medical insurance program.

(19) FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial  Instruments,"  requires that the Company disclose  estimated
fair values for its  financial  instruments.  The following  summary  presents a
description of the methodologies and assumptions used to determine such amounts.

                                       40
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


CASH

The carrying  amount is assumed to be the fair value because of the liquidity of
these instruments.

ACCOUNTS RECEIVABLES AND PAYABLES

Fair  value is  considered  to be equal to the  carrying  value of the  accounts
receivable,  accounts  payable and accrued  liabilities,  as they are  generally
short-term  in nature  and the  related  amounts  approximate  fair value or are
receivable or payable on demand.

LONG-TERM  DEBT,  CAPITAL LEASES,  BORROWINGS  UNDER LINE OF CREDIT AND ACCOUNTS
RECEIVABLE SECURITIZATION

The fair  value of all of these  instruments  is assumed  to  approximate  their
respective carrying values given the duration of the notes, their interest rates
and underlying collateral.

LIMITATIONS

Fair  value  estimates  are made at a  specific  point in time and are  based on
relevant  market  information and  information  about the financial  instrument.
These  estimates  do not reflect any premium or discount  that could result from
offering  for sale at one time the  Company's  entire  holdings of a  particular
financial  instrument.  Changes in assumptions could significantly  affect these
estimates.  Since the fair value is  estimated  as of  December  31,  2001,  the
amounts that will  actually be realized or paid at settlement or maturity of the
instruments could be significantly different.

(20) EMPLOYEE BENEFIT PLANS

The Company  maintains a 401(k) profit sharing plan for all employees who are 19
years of age or older and have completed one year of service.  The Plan provides
for a  mandatory  matching  contribution  equal to the amount of the  employee's
salary reduction, but not to exceed 1% of the employee's compensation. Also, the
plan  provides  for a  discretionary  contribution  not  to  exceed  4%  of  the
employee's  compensation,  limited to the amount  permitted  under the  Internal
Revenue Code as deductible expenses.  The Company may also make voluntary profit
sharing  contributions.  Employees' rights to employer  contributions vest after
five years from their date of  employment.  The Company's  contribution  totaled
approximately  $6.5  million,  $5.7 million and $9.8 million for 2001,  2000 and
1999, respectively.

(21) RELATED PARTY TRANSACTIONS

A company owned by the Company's  principal  stockholder leases tractors to some
of the Company's owner operators.  In connection with this program in 2001, 2000
and 1999,  the Company  acquired  new  tractors and sold them to this entity for
$27.6 million, $25.2 million and $37.2 million, respectively, and recognized fee
income of $1.0  million,  $1.4 million and $2.2  million,  respectively.  During
2001,  2000,  and 1999,  the Company  also sold used  revenue  equipment to this
entity totaling $20,000,  $160,000 and $167,000  respectively,  and recognized a
loss of $12,000  and  $1,000 in 2000 and 2001 and a gain of $17,000 in 1999.  At
December 31, 2001 and 2000, nothing was owed to the Company for this equipment.

A Company owned by the principal  stockholder  provides aircraft services to the
Company.  Such services  totaled  $860,000,  $718,000 and $621,000 for the years
ended December 31, 2001, 2000 and 1999,  respectively.  At December 31, 2001 and
2000,  $60,000  and  $50,000,  respectively,  was owed to this  entity  for such
services.

The Company's principal stockholder acquired a significant ownership interest in
a less than truckload  carrier during 1997. The Company provides  transportation
and other  services to this carrier and other  entities  owned by the  principal
stockholder  and  recognized  $11.2  million,  $9.7 million and $10.6 million in
operating revenue in 2001, 2000 and 1999, respectively. At December 31, 2001 and

                                       41
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


2000,  $986,000 and  $809,000,  respectively,  was owed to the Company for these
services. In addition,  the Company paid $492,000,  $547,000 and $423,000 to the
carrier for facilities rental in 2001, 2000 and 1999, respectively.

The  Company's  principal  stockholder  owns an entity  with a fleet of tractors
which operates as a fleet operator for the Company.  During 2001, 2000 and 1999,
the Company paid $26.8  million,  $33.6  million and $13.2 million to this fleet
operator for purchased  transportation  services. At December 31, 2001 and 2000,
$376,000 and $483,000, respectively, was owed for these purchased transportation
services.  Also, the Company was paid $3.6 million, $1.9 million and $301,000 by
this  fleet  operator  and paid  $104,000,  $130,000  and  $43,000 to this fleet
operator  for  various  services  including  training  in 2001,  2000 and  1999,
respectively.  At December 31, 2001 and 2000,  $741,000 and $265,000 was owed to
the Company and zero was owed by the Company for these services.

The Company purchased  $466,000 and $2.4 million of refrigeration  units in 2001
and 2000, respectively, from an entity owned by one of the Company's officers.

One  director  is the  Chief  Executive  Officer  of an  entity  which  provides
financial services to the Company. Such services totaled $381,000,  $505,000 and
$319,000 for the years ended December 31, 2001, 2000 and 1999, respectively.  At
December 31, 2001 and 2000, nothing was owed to this entity for such services.

The Company provides  transportation services to Transplace and recognized $61.4
million and $33.4 million in operating  revenue in 2001 and 2000,  respectively.
At December 31, 2001 and 2000, $6.8 million and $16.5 million, respectively, was
owed to the Company for these services.

The  Company  provides  transportation,  repair  and  other  services  to  Simon
Transportation Services, Inc. which is majority owned by the Company's principal
stockholder,  and recognized  $944,000 and $30,000 in operating  revenue in 2001
and 2000,  respectively.  At December  31, 2001 and 2000,  $102,000  and $6,000,
respectively, was owed to the Company for these services.

During 2001,  2000 and 1999,  Swift  incurred fees for legal services to Scudder
Law Firm in the amount of approximately $337,000, $209,000 and $60,000. Mr. Earl
Scudder, a director of Swift, is a member of Scudder Law Firm.

In 2001 the M.S. Carriers agreed to sell its interest in an aircraft to the M.S.
Carriers  President who is also a current member of the Board of Directors.  The
sale price was $3,240,000 and the Company recognized a loss of $430,000.

All of the above related  party  arrangements  were approved by the  independent
members of the Company's Board of Directors.

(22) CONTINGENCIES

The Company is involved in certain claims and pending  litigation arising in 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 Company.

(23) INDUSTRY SEGMENT INFORMATION

The Company operates  predominantly in one industry,  road transportation,  as a
truckload   motor  carrier   subject  to   regulation   by  the   Department  of
Transportation and various state regulatory authorities.

The  Company's  two  reportable  segments  are  Swift  Transportation  and  M.S.
Carriers.  Beginning January 1, 2002, these segments were operationally combined
and will not be separate reportable segments in the future.

                                       42
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


                                      YEAR ENDED DECEMBER 31,
                                          (IN THOUSANDS)

                                2001           2000          1999
                            -----------    -----------   -----------
Operating revenue:
  Swift                     $ 1,403,897    $ 1,258,671   $ 1,061,234
  MS Carriers                   708,324        715,168       627,720
                            -----------    -----------   -----------
                            $ 2,112,221    $ 1,973,839   $ 1,688,954
                            ===========    ===========   ===========
Net earning (loss):
  Swift                     $    42,645    $    52,601   $    66,831
  MS Carriers                   (15,424)        16,342        30,587
                            -----------    -----------   -----------
                            $    27,221    $    68,943   $    97,418
                            ===========    ===========   ===========

(24) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

                                     FIRST       SECOND      THIRD       FOURTH
                                    QUARTER     QUARTER     QUARTER     QUARTER
                                   ---------   ---------   ---------   ---------
                                         (IN THOUSANDS, EXCEPT SHARE DATA)

YEAR ENDED DECEMBER 31, 2001
Operating revenue ..............   $ 509,594   $ 535,555   $ 536,379   $ 530,693
Operating income ...............      13,677      24,123      25,203      24,621
Net earnings ...................         259      11,131       2,787      13,044
Basic earnings per share .......         .00         .13         .03         .15
Diluted earnings per share .....         .00         .13         .03         .15

YEAR ENDED DECEMBER 31, 2000
Operating revenue ..............   $ 458,591   $ 500,288   $ 501,295   $ 513,665
Operating income ...............      29,978      44,833      39,564      27,961
Net earnings ...................      15,269      22,738      19,403      11,533
Basic earnings per share .......         .18         .28         .24         .14
Diluted earnings per share .....         .18         .27         .23         .14

                                       43
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

The Company has never filed a Form 8-K to report a change in accountants because
of a disagreement over accounting principles or procedures,  financial statement
disclosure, or otherwise.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to continuing  directors and nominees of the Company is
set forth under the captions  "Information  Concerning  Directors,  Nominees and
Officers,"  "Meetings  of the  Board  of  Directors  and  its  Committees,"  and
"Director  Compensation" in the Registrant's Notice and Proxy Statement relating
to its  2002  Annual  Meeting  of  Stockholders  ("the  2002  Notice  and  Proxy
Statement")  incorporated  by  reference  into this Form 10-K  Report.  With the
exception  of the  foregoing  information  and  other  information  specifically
incorporated  by reference  into this Form 10-K Report,  the  Registrant's  2002
Notice and Proxy Statement is not being filed as a part hereof.

ITEM 11. EXECUTIVE COMPENSATION

Information  with  respect  to  executive  compensation  is set forth  under the
captions  "Executive  Compensation,"   "Compensation  Committee  Interlocks  and
Insider Participation,"  "Meetings and Compensation" and "Employment Agreements"
in the 2002 Notice and Proxy Statement and is incorporated  herein by reference;
provided,   however,   that  the   information  set  forth  under  the  captions
"Compensation  Committee  Report on  Executive  Compensation"  and "Stock  Price
Performance  Graph"  contained  in the 2002 Notice and Proxy  Statement  are not
incorporated by reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information with respect to security  ownership of certain beneficial owners and
management  is  included  under the caption  "Security  Ownership  of  Principal
Stockholders  and  Management"  in the 2002  Notice and Proxy  Statement  and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information with respect to certain relationships and transactions of management
is set forth under the caption  "Certain  Transactions  and  Relationships"  and
"Compensation Committee Interlocks and Insider Participation" in the 2002 Notice
and Proxy Statement and is incorporated herein by reference.

                                       44
<PAGE>
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  Financial Statements and Schedules.

          (i)  Financial Statements

                                                                     PAGE OR
                                                                METHOD OF FILING
                                                                ----------------

               (1)  Report of KPMG LLP                               Page 22


               (2)  Consolidated Financial Statements and            Page 23-43
                    Notes to Consolidated Financial
                    Statements of the Company, including
                    Consolidated Balance Sheets as of
                    December 31, 2001 and 2000 and related
                    Consolidated Statements of Earnings,
                    Stockholders' Equity and Cash Flows for
                    each of the years in the three-year
                    period ended December 31, 2001

          (ii) Financial Statement Schedules

               Schedules have been omitted  because of the absence of conditions
               under which they are  required or because the  required  material
               information is included in the Consolidated  Financial Statements
               or  Notes  to  the  Consolidated  Financial  Statements  included
               herein.

     (b)  Reports on Form 8-K

          None.

     (c)  Exhibits.

<TABLE>
<CAPTION>
EXHIBIT                                                                         PAGE OR
NUMBER             DESCRIPTION                                              METHOD OF FILING
------             -----------                                              ----------------
<S>          <C>                                                    <C>
2.1          Merger Agreement, dated as of December                 Incorporated by reference to Exhibit
             11, 2000, among Swift Transportation Co.,              2.1 of the Registrant's Current Report
             Inc., a Nevada corporation, Sun Merger, Inc.,          on Form 8-K dated December 11, 2000
             a Tennessee corporation and wholly-owned               (the "12/11/2000 8-K")
             subsidiary of Swift Transportation Co., Inc.,
             and M.S. Carriers, Inc., a Tennessee corporation

3.1          Amended and Restated                                   Incorporated by reference to Exhibit
             Articles of Incorporation of                           4.1 of the Registrant's Registration
             the Registrant                                         Statement on Form S-8 (Registration
                                                                    No. 333-85940)
</TABLE>

                                       45
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                         PAGE OR
NUMBER             DESCRIPTION                                              METHOD OF FILING
------             -----------                                              ----------------
<S>          <C>                                                    <C>
3.2          Bylaws of the Registrant                               Incorporated by reference to Exhibit
                                                                    3.2 of the Registrant's Registration
                                                                    Statement on Form S-3
                                                                    (Registration No. 33-66034)

4.1          Specimen of Common Stock                               Incorporated by reference to Exhibit
             Certificate                                            4 of the Company's Annual Report on
                                                                    Form 10-K for the year ended
                                                                    December 31, 1992 (the "1992 Form
                                                                    10-K")

4.1          Voting Agreement, dated as of                          Incorporated by reference to Exhibit
             December 11, 2000, between                             4.1 of the 12/11/2000 8-K
             M. S. Carriers, Inc., a Tennessee
             corporation, the Jerry and Vickie
             Moyes Family Trust dated 12/11/87
             and Jerry Moyes

4.2          Voting Agreement, dated as of                          Incorporated by reference to Exhibit
             December 11, 2000, among Swift                         4.2 of the 12/11/2000 8-K
             Transportation Co., Inc., a Nevada
             corporation, Sun Merger, Inc., a
             Tennessee corporation and wholly-owned
             subsidiary of Swift Transportation Co.,
             Inc., and Michael S. Starnes

10.1         Stock Option Plan, as                                  Incorporated by Reference to Exhibit
             amended through November 18,                           10.7 of the Company's Annual Report
             1994*                                                  on Form 10-K for the year ended
                                                                    December 31, 1994 (the "1994 Form
                                                                    10- K")

10.2         Non-Employee Directors Stock                           Incorporated by reference to Exhibit
             Option Plan, as amended                                10.8 of the 1994 Form 10-K
             through November 18, 1994*

10.3         Employee Stock Purchase                                Incorporated by reference to Exhibit
             Plan, as amended through                               10.9 of the 1994 Form 10-K
             November 18, 1994*

10.4         Swift Transportation Co.,                              Incorporated by reference to Exhibit
             Inc. Retirement (401(k))                                10.14 of the Company's Form S-1
             Plan dated January 1, 1992*                            Registration Statement No. #33-52454

10.5         Note agreement dated                                   Incorporated by reference to Exhibit
             February 26, 1996 by and                               10.12 of the Company's Annual Report
             between Swift Transportation                           on Company Form 10-K for the year
             Co., Inc. and Great-West                               ended December 31,1995 (the "1995
             Life & Annuity Insurance                               Form 10-K")
             Company
</TABLE>

                                       46
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                         PAGE OR
NUMBER             DESCRIPTION                                              METHOD OF FILING
------             -----------                                              ----------------
<S>          <C>                                                    <C>
10.6         Note agreement dated January                           Incorporated by reference to Exhibit
             16, 1997 by and between                                10.11 of the Company's Annual Report
             Swift Transportation Co.,                              on Form 10-K for the year ended
             Inc. and Wells Fargo Bank,                             December 31,1996 (the "1996 Form
             N.A., ABN Amro Bank N.V.,                              10-K")
             The Chase Manhattan Bank and
             The First National Bank of
             Chicago.

10.7         Asset Purchase Agreement                               Incorporated by reference to Exhibit
             Dated as of February 20,                               1 of the Company's Current Report on
            1997 Among Swift                                        Form 8-K dated April 8, 1997 (the
             Transportation Co., Inc. and                           "4/8/97 8-K")
             Direct Transit, Inc. and
             Charles G. Peterson

10.8         First Modification Agreement                           Incorporated by Reference to Exhibit
             to Note Agreement dated                                 10.13 of the Company's Quarterly
             January 16, 1997 by and                                Report on Form 10-Q for the quarter
             between Swift Transportation                           ended September 30, 1998 (the "1998
             Co., Inc. and Wells Fargo                              Third Quarter Form 10-Q")
             Bank, N.A., ABN Amro
             Bank N.V., The Chase
             Manhattan Bank and The First
             National Bank of Chicago

10.9         Second Modification                                    Incorporated by reference to Exhibit
             Agreement to Note Agreement                            10.14 of the 1998 Third Quarter Form
             dated January 17, 1997 by                              10-Q
             and between Swift
             Transportation Co., Inc. and
             Wells Fargo Bank, N.V., ABN
             Amro Bank N.V., The First
             National Bank of Chicago,
             Norwest Bank Arizona, N.A.,
             Keybank National Association
             and Union Bank of
             California, N.A.

10.10        1999 Stock Option Plan, as amended*                    Incorporated by reference to Exhibit 4.3 of the
                                                                    Registrant's Registration Statement on Form S-8
                                                                    (Registration No. 333-53566)

10.11        Non-Employee Directors Stock Option Plan               Incorporated by reference to Notice and
             (Amended and Restated as of June 7, 2000)*             Proxy Statement For Annual Meeting of
                                                                    Stockholders to be held on June 7, 2000
                                                                    ("the 2000 Proxy Statement")
</TABLE>

                                       47
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                         PAGE OR
NUMBER             DESCRIPTION                                              METHOD OF FILING
------             -----------                                              ----------------
<S>          <C>                                                    <C>
10.12        Receivables Sales Agreement Dated As Of                Incorporated by reference to Exhibit 10.16 of the
             December 30, 1999 Among Swift Receivables              Company's Annual Report on Form 10-K for the
             Corporation, Swift Transportation Corporation,         year ended December 31, 1999 (the "1999 Form
             ABN AMRO Bank N.V., and Amsterdam                      10-K")
             Funding Corporation

10.13        Purchase and Sale Agreement Dated December 30,         Incorporated by reference to Exhibit 10.17 of the
             1999 between Swift Transportation Corporation and      1999 Form 10-K
             Swift Receivables Corporation


10.14        Nonqualified Deferred Compensation Agreement*          Incorporated by reference to Exhibit 10.18 of the
                                                                    Company's Quarterly Report on Form 10-Q for
                                                                    the quarter ended March 31, 2000 (the "2000 First
                                                                    Quarter Form 10-Q")

10.15        Operating Agreement of Transplace.com, LLC             Incorporated by reference to Exhibit 10.19 of
                                                                    the 2000 First Quarter Form 10-Q

10.16        Initial Subscription Agreement of                      Incorporated by reference to Exhibit 10.20 of the
             Transplace.com, LLC                                    2000 First Quarter Form 10-Q

10.17        Second Amendment Dated December 27, 2001               Filed herewith
             to Receivables Sale Agreement Dated As Of
             December 30, 1999 Among Swift Receivables
             Corporation, Swift Transportation Corporation,
             ABN AMRO Bank N.V., and Amsterdam
             Funding Corporation

21           Subsidiaries of Registrant                             Filed herewith

23.1         Consent of KPMG LLP                                    Filed herewith

23.2         Consent of Ernst & Young LLP                           Filed herewith

24           Powers of Attorney                                     Filed herewith

99           Report of Ernst & Young LLP                            Filed herewith
</TABLE>

* Indicates a compensation plan

                                       48
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this  report on Form 10-K to be
signed on its behalf by the undersigned,  thereunto duly  authorized,  this 29th
day of March, 2002.

                                   SWIFT TRANSPORTATION CO., INC.,
                                   a Nevada corporation

                                   By /s/ Jerry C. Moyes
                                      --------------------------------------
                                      Jerry C. Moyes
                                      Chairman of the Board, President and
                                      Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
on Form 10-K has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated:

        SIGNATURE                           TITLE                      DATE
        ---------                           -----                      ----

/s/ Jerry C. Moyes             Chairman of the Board, President   March 29, 2002
----------------------------   and Chief Executive Officer
Jerry C. Moyes                 (Principal Executive Officer)

/s/ William F. Riley III       Senior Executive Vice President,   March 29, 2002
----------------------------   Secretary, Chief Financial
William F. Riley III           Officer and Director

/s/ Rodney K. Sartor*          Director                           March 29, 2002
----------------------------
Rodney K. Sartor

/s/ Lou A. Edwards*            Director                           March 29, 2002
----------------------------
Lou A. Edwards

/s/ Alphonse E. Frei*          Director                           March 29, 2002
----------------------------
Alphonse E. Frei

/s/ Edward A. Labry III*       Director                           March 29, 2002
----------------------------
Edward A. Labry, III

/s/ Earl H. Scudder, Jr.*      Director                           March 29, 2002
----------------------------
Earl H. Scudder, Jr.

/s/ Michael S. Starnes*        Director                           March 29, 2002
----------------------------
Michael S. Starnes

/s/ Stephen J. Lyding          Chief Accounting Officer           March 29, 2002
----------------------------
Stephen J. Lyding


*By: /s/ William F. Riley III
     ----------------------------
     Attorney-in-Fact

                                      S-1