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, 1999

                                       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 Identification No.)
Incorporation or Organization)

                    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  15,  2000,  the  aggregate  market  value  of  common  stock  held by
non-affiliates of the Registrant was $432,259,232.

The number of shares  outstanding of the Registrant's  common stock on March 15,
2000 was 63,020,080.

                       DOCUMENTS INCORPORATED BY REFERENCE

Materials from the Registrant's  Notice and Proxy Statement relating to the 2000
Annual Meeting of  Stockholders  have been  incorporated  by reference into Part
III, Items 10, 11, 12 and 13.

                                                        Exhibit Index at page 41
                                                                 Total pages 145
<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......  20
  Item 8.   Financial Statements and Supplementary Data.....................  20
  Item 9.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure..........................  40

PART III

  Item 10.  Directors and Executive Officers of the Registrant..............  40
  Item 11.  Executive Compensation..........................................  40
  Item 12.  Security Ownership of Certain Beneficial Owners
              and Management................................................  40
  Item 13.  Certain Relationships and Related Transactions..................  40

PART IV

  Item 14.  Exhibits, Financial Statement Schedules and Reports
              on Form 8-K...................................................  41

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

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

GENERAL

Swift Transportation Co., Inc. (with its subsidiaries, "Swift" or the "Company")
is the third largest  publicly-held,  national  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 23.7% from $365.9  million in 1994 to
$1.1  billion in 1999.  During that same period,  net  earnings  have grown at a
compound annual growth rate of 24.2% from $22.6 million to $66.8 million.

Swift  Transportation  Co., Inc., a Nevada corporation  headquartered in Sparks,
Nevada,  is a  holding  company  for  the  operating  corporations  named  Swift
Transportation Co., Inc. and Swift Transportation  Corporation.  These companies
are collectively referred to herein as the "Company." 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 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  and plans  relating to products or services of the Company,
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 34 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 541 miles in 1999, Swift is able
to  limit  its  direct  competition  with  railroads,  intermodal  services  and
longer-haul, less specialized truckload carriers.

                                       3
<PAGE>
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 substantially all 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 1999 and 1998,  Swift  maintained an
operating ratio of 89.0% and 88.7%, 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 1997  increased by 43%
          from 1997 to 1999.  The largest 25, 10 and 5 customers,  respectively,
          accounted  for 52%, 35% and 24% of revenues in 1999,  with no customer
          accounting  for more  than 7% 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 eight acquisitions completed in
          the last eleven years. These acquisitions 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.  During the past two years, acquisition  opportunities
          have  not  met  the  Company's  objective  primarily  because  of  the
          difference between the book value and market value of used equipment.

     *    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 it to take  advantage of this
          trend,  and 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 tender  significant  traffic  volume to Swift.  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 1999 and 1998,  Swift's average length of haul was 541
and 567 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  service  includes  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  terminal  managers  are better able to match
available  equipment to available  loads and schedule  regular  maintenance  and
fueling  at  Company  terminals,   thereby  improving   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.

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 all  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 29 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.

ACQUISITIONS

The growth of the Company has been  dependent  in part upon the  acquisition  of
trucking  companies  throughout the United States. In 1988, the Company acquired
Cooper Motor Lines ("Cooper"), which established the Company's operations in the
Eastern United States.  In September  1991,  Swift further  expanded its eastern
operations by acquiring  Arthur H. Fulton,  Inc.  ("Fulton").  In June 1993, the
Company  strengthened  its presence in the  Northwestern  United States with the
acquisition of West's Best Freight Systems, Inc. ("West's Best").

                                       5
<PAGE>
During  1994,  the  Company   completed  the   acquisitions  of  both  East-West
Transportation,  Inc. ("East-West") and Missouri-Nebraska Express, Inc. ("MNX").
The  MNX  acquisition  established  a  significant  regional  operation  in  the
Midwestern  United  States.  In  September  1996,  the Company  acquired the dry
freight  van  division  of  Navajo  Shippers,  Inc.,  Digby  Leasing,  Inc.  and
Digby-Ringsby Truck Line, Inc. (collectively, "Navajo Shippers"). In April 1997,
the  Company  acquired  certain  assets  of  Direct  Transit,  Inc.  ("DTI"),  a
Debtor-In-Possession  in  United  States  Bankruptcy  Court.  DTI  was a dry van
carrier based in North Sioux City,  South Dakota and operated  predominantly  in
the eastern two-thirds of the United States.

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.

The following table shows the type and age of Company-owned and leased equipment
at December 31, 1999:

<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>
2000..................      1,937          2,774                         75         75
1999..................      2,215          4,946                         33         61
1998..................      1,479          3,194                         20          2
1997..................        698          3,411                        308         96
1996..................        272          2,225                        200
1995..................        114            718            155          93
1994 and prior........        225          4,566            403         197        167
                           ------        -------        -------      ------     ------
           Total......      6,940         21,834            558         926        401
                           ======        =======        =======      ======     ======
</TABLE>

----------
(1)  Excludes 1,748 owner-operator tractors.

When purchasing new revenue equipment,  Swift acquires standardized 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 primary 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  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  communications  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  retention.  Swift  intends to continue to install the  communication
system in substantially all tractors acquired in the future.

In 1998,  Swift 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 to 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.

                                       6
<PAGE>
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;  extra  equipment for the  convenience  of customers,  which
enables Swift to respond promptly to customers' varying requirements; assistance
in  loading  and  unloading;  and  Company  control  of  revenue  equipment.  By
concentrating on expanding its services to its existing customers, the Company's
revenues from its top 25 customers of 1997 increased 43% from 1997 to 1999.

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 30 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, ten and five customers  accounted for approximately 52%, 35% and
24%   respectively,   of  Swift's  revenues  during  1999,  46%,  33%  and  22%,
respectively,   of  Swift's   revenues   during  1998  and  47%,  33%  and  23%,
respectively,  of Swift's  revenues during 1997. 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 established its own
driver-training  school in Phoenix,  Arizona in 1987,  which is certified by the
Arizona   Department  of   Transportation.   Swift  also  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.

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.

                                       7
<PAGE>
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, 1999, Swift employed  approximately 11,000 full-time persons,
of whom approximately 8,300 were drivers (including driver trainees), 1,000 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 and loading procedures. 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. In December 1997, the Company
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  73% of its
fuel in bulk at 28 of its 34 terminals. Swift stores fuel in underground storage
tanks at four 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 such 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 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,  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

Prior to December 29, 1995 the Company was regulated by the Interstate  Commerce
Commission  ("ICC").  On December 29, 1995, the ICC ceased operations.  However,
substantially all of the jurisdiction over motor carriers was transferred to the
United  States  Department  of  Transportation,   and  most  of  the  regulatory
requirements remain essentially  unchanged.  This regulatory authority has broad
powers, generally governing matters such as authority to engage in motor carrier
operations,  certain  mergers,  consolidations  and  acquisitions  and  periodic
financial  reporting.  The  trucking  industry  is  subject  to  regulatory  and
legislative changes which can affect the economics of the industry.  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

                                       8
<PAGE>
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
--------                                                               ---------
Albany, Georgia........................................................  Leased
Albuquerque, New Mexico................................................  Leased
Atlanta, Georgia.......................................................  Leased
Birmingham, Alabama....................................................  Leased
Columbus, Ohio.........................................................  Owned
Corsicana, Texas.......................................................  Leased
Denver, Colorado.......................................................  Leased
Eden, North Carolina...................................................  Owned
Edwardsville, Kansas...................................................  Owned
Fontana, California....................................................  Owned
Gary, Indiana..........................................................  Owned
Greer, South Carolina..................................................  Owned
Harrisburg, Pennsylvania...............................................  Owned
Invergrove Heights (Minneapolis), Minnesota............................  Leased
Irving, Texas..........................................................  Leased
Laredo, Texas..........................................................  Leased
Lathrop (Bay Area), California.........................................  Owned
Lewiston, Idaho........................................................  Leased
Manteno, Illinois......................................................  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...................................................  Leased
Seattle, Washington....................................................  Leased
Shoals, Indiana........................................................  Owned
Sparks, Nevada.........................................................  Owned
Syracuse, New York.....................................................  Owned
Town of Menasha, Wisconsin.............................................  Owned
Troutdale (Portland), 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.  The Company's  prior  headquarters is held for sale. As of
December  31,  1999,  the  Company's  aggregate  monthly  rent  for  all  leased
properties was $129,000.

                                       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 1999.

                                     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 closing sales prices of the common stock  reported by Nasdaq for the periods
shown.

                                                           Common Stock
                                                       --------------------
                                                       High             Low
                                                       ----             ---
 1999
        First Quarter...........................      $22.50           $16.33
        Second Quarter..........................       22.63            14.00
        Third Quarter...........................       24.00            18.75
        Fourth Quarter..........................       19.81            12.69

 1998
        First Quarter...........................      $17.83           $12.72
        Second Quarter..........................       17.17            12.00
        Third Quarter...........................       15.33            10.59
        Fourth Quarter..........................       19.50            11.29

On March 15, 2000, the last reported  sales price of the Company's  common stock
was $17.75 per share. At that date, the number of stockholder accounts of record
of the  Company's  common  stock was  2,811.  The  Company  estimates  there are
approximately 5,100 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  45% 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,  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, 1999 is derived
from the Company's Consolidated Financial Statements. The Consolidated Financial
Statements  as of December  31, 1999 and 1998,  and for each of the years in the
three-year  period ended December 31, 1999 and the independent  auditors' report
thereon,  are included in Item 8 of this Form 10-K.  This data should be read in
conjunction  with  the  Consolidated  Financial  Statements  and  Notes  thereto
included  in Item 8 of this Form 10-K.  Information  presented  below  under the
caption, Operating Statistics, is unaudited.

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                         --------------------------------------------------------------
                                           1999         1998         1997(1)      1996(2)       1995
                                         ----------    --------     --------      --------     --------
                                      (Dollar Amounts in Thousands, Except Per Share and Per Mile Amounts)
<S>                                      <C>             <C>          <C>           <C>          <C>
CONSOLIDATED STATEMENTS OF
EARNINGS DATA:
Operating revenue.....................   $1,061,234    $873,433     $713,638      $562,259     $458,165
Earnings before income taxes..........   $  107,601    $ 93,306     $ 69,994      $ 47,212     $ 40,070
Net earnings..........................   $   66,831    $ 55,511     $ 41,644      $ 27,422     $ 23,040
Diluted earnings per share............   $     1.02    $    .85     $    .64      $    .47     $    .41
CONSOLIDATED BALANCE SHEET DATA
(AT END OF YEAR):
Working capital.......................   $   88,028    $ 81,048     $ 64,168      $ 36,938     $  6,735
Total assets..........................   $  794,574    $636,283     $471,134      $380,605     $311,308
Long-term obligations, less
   current portion....................   $  168,153    $143,208     $ 73,420      $ 40,284     $ 68,954
Stockholders' equity..................   $  394,199    $327,353     $274,175      $226,666     $134,835
OPERATING STATISTICS (AT END OF YEAR):
Operating ratio.......................         89.0%       88.7%        89.6%         90.5%        89.9%
Pre-tax margin (3)....................         10.1%       10.7%         9.8%          8.4%         8.7%
Average line haul revenue per mile ...   $     1.15    $   1.14     $   1.13      $   1.11     $   1.11
Empty mile percentage.................         14.0%       13.5%        13.7%         14.0%        13.9%
Average length of haul (in miles).....          541         567          571           576          591
Total tractors at end of period:
   Company-operated...................        6,940       5,573        4,968         4,166        3,472
   Owner-operator.....................        1,748       1,225          910           665          477
Trailers at end of period.............       23,719      18,348       15,499        12,151        8,788
</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 asset  acquisition  of the dry
     freight van division of Navajo  Shippers,  Inc.,  Digby  Leasing,  Inc. and
     Digby-Ringsby Truck Line, Inc. beginning on September 12, 1996.

(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.

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

OVERVIEW

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 is 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.

Although  the trend of shippers in the  truckload  segment of the motor  carrier
industry  over the  past  several  years  has been  towards  consolidation,  the
truckload industry remains highly fragmented.  Management  believes the industry
trend towards  financially  stable "core  carriers"  will continue and result in
continued  industry  consolidation.  In  response  to this  trend,  the  Company
continues  to expand its fleet with  6,940  tractors  as of  December  31,  1999
compared to 4,166  tractors  as of  December  31,  1996.  This fleet  growth was
accomplished  through a  combination  of internal  growth and through  strategic
acquisitions.  See "Business -- General." During this same period, the Company's
owner  operator  fleet has expanded to 1,748 as of December 31, 1999 from 665 as
of December 31, 1996.

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,
                                              ---------------------------------
                                              1999          1998           1997
                                              ----          ----           ----
Operating revenue                             100.0%        100.0%        100.0%
Operating expenses:
  Salaries, wages and employee benefits        35.9          36.5          34.5
  Operating supplies and expenses               8.5           9.1           8.9
  Fuel                                         11.2          10.7          12.8
  Purchased transportation                     17.2          15.5          13.5
  Rental expense                                4.2           4.7           6.5
  Insurance and claims                          2.6           2.8           3.2
  Depreciation and amortization                 5.4           5.3           5.3
  Communications and utilities                  1.3           1.3           1.5
  Operating taxes and licenses                  2.7           2.8           3.4
                                              -----         -----         -----
  Total operating expenses                     89.0          88.7          89.6
                                              -----         -----         -----
Operating income                               11.0          11.3          10.4
Net interest expense                            1.0            .7            .7
Other (income) expense, net                    (0.1)         (0.1)         (0.1)
                                              -----         -----         -----
Earnings before income taxes                   10.1          10.7           9.8
Income taxes                                    3.8           4.3           4.0
                                              -----         -----         -----
Net earnings                                    6.3%          6.4%          5.8%
                                              =====         =====         =====

                                       14
<PAGE>
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

Operating  revenue  increased $187.8 million,  or 21.5%, to $1.1 billion for the
year ended  December  31, 1999 from $873.4  million for the previous  year.  The
increase in operating revenue is due primarily to the expansion of the Company's
total fleet to 8,688  tractors at December  31, 1999 from 6,798 at December  31,
1998, an increase of 1,890 tractors.

The  Company's   operating   ratio  was  89.0%  and  88.7%  in  1999  and  1998,
respectively.  The Company's  operating  ratio for 1999 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 14.0% and 13.5%
and the average loaded linehaul  revenue per mile was $1.34 and $1.32 (excluding
fuel surcharge) for the years ended December 31, 1999 and 1998, respectively.

Salaries, wages and employee benefits represented 35.9% of operating revenue for
the year ended  December 31, 1999 compared with 36.5% for 1998.  The decrease is
due  primarily  to the  reversal of a $5.4  million  accrual  related to an EEOC
action as a result of the Company agreeing to pay an amount  significantly below
the amount of the original settlement offer. This reversal of accrual was offset
by  an  increase  in  the  accrual  for  the  Company's  401(k)  profit  sharing
contribution and normal wage increases with associated benefits and taxes.

In February 2000, the Company announced an increase in certain driver wage rates
effective April 1, 2000. The Company  expects this increase to be  substantially
offset by an increase in  operating  revenue as a result of  increases  in rates
charged to customers.

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 11.2% and 10.7% of operating revenue in 1999 and 1998,
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 revenue
generated by the owner operator fleet.  Actual fuel cost per gallon increased by
approximately 10 cents per gallon in 1999 versus 1998.

Fuel  costs for the first  sixty  days of 2000  increased  forty-five  cents per
gallon compared to the same period in 1999, an increase of 53%.

Increases in fuel costs (including fuel taxes), to the extent not offset by rate
increases or fuel surcharges, could have an adverse effect on the operations and
profitability  of the  Company.  Management  believes  that the  most  effective
protection against fuel cost increases is to maintain a fuel efficient fleet and
to implement fuel surcharges when such an option is necessary and available. The
Company  currently  does  not  use  derivative-type   hedging  products  but  is
evaluating the possible use of these products.

Purchased  transportation  represented  17.2% and 15.5% of operating revenue for
the years ended December 31, 1999 and 1998,  respectively.  This increase is due
to the growth of the Company's  owner  operator fleet from 1,225 at December 31,
1998 to 1,748 at December 31, 1999 and an increase in logistics  and  intermodal
operations.

Rental  expense as a percentage  of operating  revenue was 4.2% and 4.7% for the
years  ended  December  31, 1999 and 1998,  respectively.  During 1999 and 1998,
leased tractors represented approximately 50% and 54%, respectively of the fleet
(exclusive of owner  operators).  In addition to the reduction in the percentage
of tractors  which were  leased,  rental  expense was  positively  impacted by a
reduction  in the number of leased  trailers  in 1999  versus  1998.  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  31,1999  and  1998,  respectively,   the  Company  recorded  gains  of
approximately $3.6 million and $3.8 million from the sale of leased tractors.

                                       15
<PAGE>
Depreciation and amortization expense was 5.4% and 5.3% of operating revenue for
the years ended December 31, 1999 and 1998, respectively.  During the year ended
December 31, 1999 the Company recorded gains on the sale of revenue equipment of
approximately  $4.0 million  compared with  approximately  $6.1 million in 1998.
Exclusive of gains,  which reduced  depreciation and amortization  expense,  the
percentage of depreciation  and  amortization  to operating  revenue in 1999 and
1998 was 5.8% and 6.0%, respectively.

Insurance and claims expense  represented 2.6% and 2.8% of operating  revenue in
the years ended December 31,1999 and 1998, respectively. The Company's insurance
program for liability,  physical damage and cargo damage involves self-insurance
with varying risk  retention  levels.  Claims in excess of these risk  retention
levels are covered by insurance in amounts 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.

Interest  expense  increased  to $9.6 million in 1999 from $6.3 million in 1998.
This  increase  was due to  increased  borrowings  under the  Company's  line of
credit.

The effective tax rate was 37.9% and 40.5% in 1999 and 1998, respectively.  This
rate  was  positively  impacted  in  1999 by the  finalization  of  certain  tax
strategies and an enterprise zone credit.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Operating revenue increased $159.8 million,  or 22.4%, to $873.4 million for the
year ended  December  31, 1998 from $713.6  million for the previous  year.  The
increase in operating revenue is due primarily to the expansion of the Company's
total fleet to 6,798  tractors at December  31, 1998 from 5,878 at December  31,
1997, an increase of 920 tractors.

The  Company's   operating   ratio  was  88.7%  and  89.6%  in  1998  and  1997,
respectively.  The  Company's  operating  revenue and  operating  ratio for 1998
improved  as a result of strong  shipper  demand  which  caused an  increase  in
operating  revenue and the favorable impact in components of operating  expenses
explained  below.  The  Company's  empty mile factor was 13.5% and 13.7% and the
average  linehaul  revenue  per mile  was  $1.143  and  $1.118  (excluding  fuel
surcharge) for the years ended December 31, 1998 and 1997, respectively.

Salaries, wages and employee benefits represented 36.5% of operating revenue for
the year ended  December 31, 1998 compared with 34.5% for 1997.  The increase is
due  primarily  to an increase in the accrual for the  Company's  401(k)  profit
sharing  contribution  and normal wage  increases with  associated  benefits and
taxes.

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 10.7% and 12.8% of operating revenue in 1998 and 1997,
respectively.  The decrease in fuel as a percentage  of revenue is due primarily
to decreased  fuel prices and an increase in the owner  operator  fleet.  Actual
fuel cost per  gallon  decreased  by  approximately  16 cents per gallon in 1998
versus 1997.

Increases in fuel costs (including fuel taxes), to the extent not offset by rate
increases or fuel surcharges, could have an adverse effect on the operations and
profitability  of the  Company.  Management  believes  that the  most  effective
protection against fuel cost increases is to maintain a fuel efficient fleet and
to implement fuel surcharges when such an option is necessary and available. The
Company did not use derivative-type hedging productsin 1998 and 1997.

Purchased  transportation  represented  15.5% and 13.5% of operating revenue for
the years ended  December  31,  1998 and 1997,  respectively.  This  increase is
primarily the result of the growth of the Company's  owner  operator  fleet from
910 at December 31, 1997 to 1,225 at December 31, 1998.

                                       16
<PAGE>
Rental  expense as a percentage  of operating  revenue was 4.7% and 6.5% for the
years  ended  December  31, 1998 and 1997,  respectively.  During 1998 and 1997,
leased tractors represented approximately 54% and 61%, respectively of the fleet
(exclusive of owner  operators).  In addition to the reduction in the percentage
of tractors  which were  leased,  rental  expense was  positively  impacted by a
reduction in the number of leased trailers as well as a slight  reduction in the
average  lease rate for  tractors in 1998 versus 1997.  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 year ended  December
31,1998 and 1997, respectively, the Company recorded gains of approximately $3.8
million and $770,000 from the sale of leased tractors.

Depreciation  and  amortization  expense was 5.3% of  operating  revenue for the
years ended December 31, 1998 and 1997.  During the year ended December 31, 1998
the Company  recorded  gains on the sale of revenue  equipment of  approximately
$6.1 million  compared  with  approximately  $3.6 million in 1997.  Exclusive of
gains, which reduced  depreciation and amortization  expense,  the percentage of
depreciation and amortization to operating revenue in 1998 and 1997 was 6.0% and
5.8%, respectively.

Insurance and claims expense  represented 2.8% and 3.2% of operating  revenue in
the years ended December 31,1998 and 1997, 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.

Interest  expense  increased  to $6.3 million in 1998 from $4.6 million in 1997.
This  increase  was due to  increased  borrowings  under the  Company's  line of
credit.

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 revolving line of credit,
the use of operating leases to finance the acquisition of revenue  equipment and
from public offerings of common stock.

Net cash provided by operating  activities was $150.7 million for the year ended
December 31, 1999 compared to $114.9 million for 1998. The increase is primarily
attributable  to  increases  in net  earnings  and  deferred  taxes offset by an
increase  in accounts  receivable  and a smaller  increase in accounts  payable,
accrued liabilities and claims accruals.

Net cash used in investing  activities  decreased to $167.4 million for the year
ended  December  31, 1999 from  $171.4  million  for 1998.  The  decrease is due
primarily to a decrease in capital  expenditures and increased proceeds from the
sale of property and equipment.

As of December  31, 1999,  the Company had  commitments  outstanding  to acquire
replacement and additional revenue equipment for approximately $387 million. The
Company  has the option to cancel  such  commitments  upon 60 days  notice.  The
Company  believes  it has the  ability to obtain  debt and lease  financing  and
generate  sufficient  cash  flows from  operating  activities  to support  these
acquisitions of revenue equipment.

During the year ended December 31, 1999, the Company incurred  approximately $39
million of non-revenue equipment capital  expenditures.  These expenditures were
primarily for facilities and equipment.

                                       17
<PAGE>
The Company  anticipates that it will expend  approximately  $52 million in 2000
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
$170 million line of credit, accounts receivable securitization,  lease and debt
financing  and  equity  offerings.  The  availability  of  capital  for  revenue
equipment and other capital  expenditures  will be affected by prevailing market
conditions and the Company's financial condition and results of operations.

Net cash provided by financing  activities was $20.1 million in 1999 compared to
$57.3 million in 1998. The decrease in cash provided by financing  activities is
primarily due to an decrease in borrowings under the line of credit.

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

INFLATION

Inflation can be expected to have an impact on the Company's  operating costs. A
prolonged period of inflation would cause interest rates,  fuel, wages and other
costs to increase and would adversely affect the Company's results of operations
unless freight rates could be increased correspondingly.  However, the effect of
inflation has been minimal over the past three years.

SEASONALITY

In the transportation industry,  results of operations generally show a seasonal
pattern as customers  reduce  shipments  after the winter  holiday  season.  The
Company's  operating  expenses  also  tend to be  higher  in the  winter  months
primarily  due to increased  operating  costs in colder  weather and higher fuel
consumption due to increased idle time.

                                       18
<PAGE>
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  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,  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 and  amortization  of expenses
related to goodwill and  intangible  assets,  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.

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,  and Mr. Kevin H. Jensen,  Executive Vice
President.  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 or Mr. Jensen 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.  Moyes,
Riley, Sartor, Farley or Jensen.

                                       19
<PAGE>
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.  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.

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  1999,  the  Company's  top 25, 10 and 5
customers accounted for 52%, 35% and 24% 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has interest rate exposure arising from the Company's line of credit
and accounts receivable securitization 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 conservative  debt ratio
target  and its mix of fixed and  variable  rate debt and  lease  financing.  At
December 31, 1999, the fair value of the Company's  long-term debt  approximated
carrying value.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated  Financial  Statements  of the Company as of December  31, 1999 and
1998 for each of the years in the  three-year  period  ended  December 31, 1999,
together  with related notes and the report of KPMG 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.

                                       20
<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, 1999 and 1998, 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, 1999.
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.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Swift Transportation
Co., Inc. and  subsidiaries as of December 31, 1999 and 1998, and the results of
their  operations  and their cash flows for each of the years in the  three-year
period ended December 31, 1999 in conformity with generally accepted  accounting
principles.

                                        /s/ KPMG LLP

Phoenix, Arizona
February 25, 2000

                                       21
<PAGE>
                 SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                               DECEMBER 31,
                                                         ----------------------
                             ASSETS                        1999          1998
                                                         --------      --------
Current assets:
   Cash.............................................   $    9,969    $    6,530
   Accounts receivable, net.........................      153,418       118,555
   Equipment sales receivables......................        5,966         5,262
   Inventories and supplies.........................        7,410         4,866
   Prepaid taxes, licenses and insurance............       17,010        15,228
   Assets held for sale.............................        5,468         5,468
   Deferred income taxes............................        4,200         4,010
                                                         --------      --------
         Total current assets.......................      203,441       159,919
                                                         --------      --------
Property and equipment, at cost:
   Revenue and service equipment....................      608,470       487,928
   Land.............................................       12,879         8,409
   Facilities and improvements......................      112,659        85,919
   Furniture and office equipment...................       20,260        15,566
                                                         --------      --------
         Total property and equipment...............      754,268       597,822
Less accumulated depreciation and amortization......      172,936       131,045
                                                         --------      --------
         Net property and equipment.................      581,332       466,777
Other assets........................................        2,731         1,770
Goodwill............................................        7,070         7,817
                                                         --------      --------
                                                         $794,574      $636,283
                                                         ========      ========

See accompanying notes to consolidated financial statements.

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

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                                DECEMBER 31,
                                                            --------------------
                 LIABILITIES AND STOCKHOLDERS' EQUITY         1999        1998
                                                            --------    --------
Current liabilities:
   Accounts payable......................................  $  53,917   $  27,100
   Accrued liabilities...................................     34,493      27,273
   Current portion of claims accruals....................     26,530      23,788
   Current portion of long-term debt.....................        473         710
                                                            --------    --------
         Total current liabilities.......................    115,413      78,871
                                                            --------    --------
Borrowings under revolving line of credit................    152,500     128,000
Long-term debt, less current portion.....................     15,653      15,208
Claims accruals, less current portion....................     21,122      28,091
Deferred income taxes....................................     95,687      58,760

Stockholders' equity:
Preferred stock, par value $.001 per share
   authorized 1,000,000 shares; none issued
Common stock, par value $.001 per share
   authorized 150,000,000 shares; issued 65,818,166 and
   65,044,275 shares in 1999 and 1998, respectively......         66          65
Additional paid-in capital...............................    131,571     123,386
Retained earnings........................................    283,749     216,918
                                                            --------    --------
                                                             415,386     340,369
Less treasury stock, at cost (1,862,550 and
   1,323,075 shares in 1999 and 1998, respectively)......     21,187      13,016
                                                            --------    --------
         Total stockholders' equity......................    394,199     327,353
                                                            --------    --------
Commitments and contingencies
                                                            $794,574    $636,283
                                                            ========    ========

See accompanying notes to consolidated financial statements.

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

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


                                                   YEARS ENDED DECEMBER 31,
                                             ----------------------------------
                                                1999         1998        1997
                                             ----------    --------    --------
Operating revenue..........................  $1,061,234    $873,433    $713,638
                                             ----------    --------    --------
Operating expenses:
   Salaries, wages and employee benefits...     381,238     318,992     246,231
   Operating supplies and expenses.........      88,921      79,556      63,622
   Fuel  ..................................     119,143      93,023      91,257
   Purchased transportation................     182,832     135,453      96,107
   Rental expense..........................      44,854      41,447      46,545
   Insurance and claims....................      27,486      24,094      23,161
   Depreciation and amortization...........      57,659      46,033      37,849
   Communications and utilities............      14,085      11,433      10,695
   Operating taxes and licenses............      28,575      24,710      24,132
                                             ----------    --------    --------
         Total operating expenses..........     944,793     774,741     639,599
                                             ----------    --------    --------
         Operating income..................     116,441      98,692      74,039
                                             ----------    --------    --------
Other (income) expenses:
   Interest expense........................       9,574       6,277       4,647
   Interest income.........................        (338)       (269)       (183)
   Other ..................................        (396)       (622)       (419)
                                             ----------    --------    --------
         Other (income) expenses, net......       8,840       5,386       4,045
                                             ----------    --------    --------
         Earnings before income taxes......     107,601      93,306      69,994
   Income taxes............................      40,770      37,795      28,350
                                             ----------    --------    --------
         Net earnings......................  $   66,831    $ 55,511    $ 41,644
                                             ==========    ========    ========

Basic earnings per share...................  $     1.04    $    .87    $    .66
                                             ==========    ========    ========

Diluted earnings per share.................  $     1.02    $    .85    $    .64
                                             ==========    ========    ========

See accompanying notes to consolidated financial statements.

                                       24
<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    STOCKHOLDERS'
                                 SHARES    PAR VALUE    CAPITAL      EARNINGS      STOCK         EQUITY
                               ----------  ---------   ---------    ---------    ---------      ---------
<S>                            <C>           <C>       <C>          <C>          <C>            <C>
Balances, January 1, 1997 ...  63,303,039    $ 63      $ 110,256    $ 119,763    $  (3,416)     $ 226,666
Issuance of common stock
 under stock option and
 employee stock purchase
 plans ......................     887,296       1          2,963                                    2,964
Income tax benefit arising
 from the exercise of stock
 options ....................                              2,765                                    2,765
Amortization of deferred
  compensation ..............                                136                                      136
Net earnings ................                                          41,644                      41,644
                               ----------    ----      ---------    ---------    ---------      ---------
Balances, December 31, 1997..  64,190,335      64        116,120      161,407       (3,416)       274,175
Issuance of common stock
 under stock option and
 employee stock purchase
 plans ......................     853,940       1          3,726                                    3,727
Income tax benefit arising
 from the exercise of stock
 options ....................                              3,349                                    3,349
Amortization of deferred
 compensation ...............                                212                                      212
Payment of stock split
 fractional share ...........                                (21)                                     (21)
Purchase of 826,500 shares
 of treasury stock ..........                                                       (9,600)        (9,600)
Net earnings ................                                          55,511                      55,511
                               ----------    ----      ---------    ---------    ---------      ---------
Balances, December 31, 1998..  65,044,275      65        123,386      216,918      (13,016)       327,353
Issuance of common stock
 under stock option and
 employee stock purchase
 plans ......................     773,891       1          4,578                                    4,579
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)
Purchase of 539,475 shares
 of treasury stock ..........                                                       (8,171)        (8,171)
Net earnings ................                                          66,831                      66,831
                               ----------    ----      ---------    ---------    ---------      ---------
Balances, December 31, 1999..  65,818,166    $ 66      $ 131,571    $ 283,749    $ (21,187)     $ 394,199
                               ==========    ====      =========    =========    =========      =========
</TABLE>

See accompanying notes to consolidated financial statements.

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                      --------------------------------
                                                        1999        1998        1997
                                                      --------    --------    --------
<S>                                                  <C>         <C>         <C>
Cash flows from operating activities:
  Net earnings......................................  $ 66,831    $ 55,511    $ 41,644
  Adjustments to reconcile net earnings
    to net cash provided by operating
    activities:
    Depreciation and amortization...................    54,016      42,568      37,104
    Deferred income taxes...........................    36,737      15,610       4,830
    Income tax benefit arising from the
      exercise of stock options.....................     3,311       3,349       2,765
    Provision for losses on accounts
      receivable....................................     1,200       1,110         240
    Amortization of deferred compensation...........       305         212         136
    Increase (decrease) in cash resulting
      from changes in (net of effect of
      acquisition in 1997):
      Accounts receivable...........................   (36,058)    (27,056)    (14,890)
      Inventories and supplies......................    (2,544)       (357)       (512)
      Prepaid expenses and other current
        assets......................................    (1,782)    (10,138)     (1,636)
      Other assets..................................    (1,089)         78        (720)
      Accounts payable, accrued liabilities
        and claims accruals.........................    29,810      33,982       6,932
                                                      --------    --------    --------
      Net cash provided by operating
        activities..................................   150,737     114,869      75,893
                                                      --------    --------    --------
Cash flows from investing activities:
  Proceeds from sale of property and
    equipment.......................................    64,650      63,233      30,680
  Capital expenditures..............................  (237,340)   (238,002)   (131,310)
  Payments received on equipment sales
    receivables.....................................     5,262       3,407         389
  Business acquisitions.............................                            (3,749)
                                                      --------    --------    --------
    Net cash used in investing activities...........  (167,428)   (171,362)   (103,990)
                                                      --------    --------    --------
Cash flows from financing activities:
  Repayments of long-term debt......................      (765)     (8,287)    (10,332)
  Increase in borrowings under
    revolving line of credit........................    24,500      71,500      40,000
  Payment of stock split fractional shares .........        (9)        (21)
  Proceeds from sale of common stock................     4,575       3,705       2,945
  Purchase of treasury stock........................    (8,171)     (9,600)
                                                      --------    --------    --------
    Net cash provided by financing activities.......    20,130      57,297      32,613
                                                      --------    --------    --------
Net increase in cash................................     3,439         804       4,516
Cash at beginning of year...........................     6,530       5,726       1,210
                                                      --------    --------    --------
Cash at end of year.................................  $  9,969    $  6,530    $  5,726
                                                      ========    ========    ========
</TABLE>

See accompanying notes to consolidated financial statements.

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                 (IN THOUSANDS)


                                                      YEARS ENDED DECEMBER 31,
                                                   -----------------------------
                                                     1999      1998       1997
                                                   -------   --------   --------
Supplemental disclosure of cash flow information:
 Cash paid during the year for:
   Interest...................................     $ 9,661   $  5,842   $  4,568
                                                   =======   ========   ========
   Income taxes...............................     $17,104   $ 27,404   $ 23,059
                                                   =======   ========   ========

Supplemental schedule of noncash investing
  and financing activities:
  Equipment sales receivables.................     $ 5,966   $  5,385   $  3,284
                                                   =======   ========   ========
  Direct financing for purchase of equipment..     $   973   $    436
                                                   =======   ========

During 1997, in connection with a business
  acquisition, assets were acquired and
  liabilities were incurred as follows:
  Current assets..............................                          $    180
  Property and equipment......................                             2,554
  Intangibles.................................                             1,015
                                                                        --------
  Cash paid...................................                          $  3,749
                                                                        ========

See accompanying notes to consolidated financial statements.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1999, 1998 AND 1997


(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.

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 1999, 1998 and 1997 were $4,000,000, $6,105,000 and $3,626,000, respectively.

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.

For the years ended December 31, 1999,  1998 and 1997,  the Company  capitalized
interest related to self-constructed  assets totaling  $1,140,000,  $894,000 and
$586,000, 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,  5 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.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


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 15 to 20 years. Accumulated amortization was $4,509,000 and
$3,762,000 at December 31, 1999 and 1998, 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.

REVENUE RECOGNITION

Operating  revenues and related  direct costs are  recognized as of the date the
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.

EARNINGS PER SHARE

Basic earnings per share is computed using the weighted average number of common
shares outstanding during each period (64,079,000, 64,005,000 and 63,363,000 for
1999, 1998, and 1997, respectively).  Diluted earnings per common share includes
the impact of stock  options  assumed to be exercised  using the treasury  stock
method.  The  denominator  for diluted  earnings  per share is greater  than the
denominator  used in the basic earnings per share by 1,211,000,  1,245,000,  and
1,413,000  shares in 1999,  1998, and 1997,  respectively.  The numerator is the
same for both basic and diluted earnings per share.

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  Standards  for which the  required  implementation  date has not yet
become  effective.  None of these  accounting  standards  are expected to have a
material impact on the Company's consolidated financial statements.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(2) ACCOUNTS RECEIVABLE

Accounts receivable consists of:

                                                                DECEMBER 31,
                                                           ---------------------
                                                             1999         1998
                                                           --------     --------
                                                               (IN THOUSANDS)

Trade customers........................................    $134,649     $112,290
Equipment manufacturers................................       3,100        1,050
Income tax receivable..................................      16,715        3,645
Other..................................................         707        2,686
                                                           --------     --------
                                                            155,171      119,671
Less allowance for doubtful accounts ..................       1,753        1,116
                                                           --------     --------
                                                           $153,418     $118,555
                                                           ========     ========

The schedule of allowance for doubtful accounts is as follows:

                                      BEGINNING                         ENDING
                                       BALANCE   ADDITIONS  DEDUCTIONS  BALANCE
                                       -------    -------     ------    -------
                                                    (IN THOUSANDS)
Years ended December 31:
1999...............................    $ 1,116    $ 1,200     $ (563)   $ 1,753
                                       =======    =======     ======    =======
1998...............................    $   291    $ 1,110     $ (285)   $ 1,116
                                       =======    =======     ======    =======
1997...............................    $   553    $   240     $ (502)   $   291
                                       =======    =======     ======    =======

(3) 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
less costs to sell.

(4) ACCRUED LIABILITIES

Accrued liabilities consists of:

                                                                DECEMBER 31,
                                                            --------------------
                                                             1999         1998
                                                            -------      -------
                                                                (IN THOUSANDS)

Employee compensation....................................   $22,996      $16,741
Fuel and mileage taxes...................................     3,057        3,789
Other....................................................     8,440        6,743
                                                            -------      -------
                                                            $34,493      $27,273
                                                            =======      =======

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(5) 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 Financial Accounting Standard No. 125 and is reflected as a
secured borrowing in the financial statements.

The Company can receive up to a maximum of $100 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, 1999 there were no
proceeds received.

(6) BORROWINGS UNDER REVOLVING LINE 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.

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 $15 million at December 31, 1999.

(7) LONG-TERM DEBT

Long-term debt consists of the following:

                                                              DECEMBER 31,
                                                          -------------------
                                                           1999        1998
                                                          -------     -------
                                                             (IN THOUSANDS)
Notes payable to commercial lending institutions with
 varying payments through the year 2005:
   Fixed interest rates ranging from 4.0% to 4.77%.....   $ 1,126     $   918
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 ratio and tangible net worth. The covenants
 include limitations on dividends and treasury stock
 purchases.............................................    15,000      15,000
                                                          -------     -------
  Total long-term debt.................................    16,126      15,918
Less current portion...................................       473         710
                                                          -------     -------
Long-term debt, less current portion...................   $15,653     $15,208
                                                          =======     =======

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


The aggregate annual maturities of long-term debt exclusive of amounts due under
the  revolving  line of  credit  (see  note 5) as of  December  31,  1999 are as
follows:

YEARS ENDING
DECEMBER 31                                                      (IN THOUSANDS)
-----------                                                      --------------
 2000........................................................        $    473
 2001........................................................             440
 2002........................................................           3,147
 2003........................................................           3,031
 2004........................................................           3,032
 Thereafter..................................................           6,003
                                                                     --------
                                                                     $ 16,126
                                                                     ========

(8) COMMITMENTS

LEASES

The Company  leases  various  revenue  equipment and terminal  facilities  under
operating  leases. At December 31, 1999, the future minimum lease payments under
noncancelable operating leases are as follows:

YEARS ENDING                            REVENUE
DECEMBER 31,                           EQUIPMENT     FACILITIES         TOTAL
------------                           --------       ---------       ---------
                                                    (IN THOUSANDS)
2000...............................    $ 52,824       $   1,207       $  54,031
2001...............................      44,468             858          45,326
2002...............................      26,386             563          26,949
2003...............................       5,870             118           5,988
2004...............................       3,979              60           4,039
Thereafter.........................       3,282             507           3,789
                                       --------       ---------       ---------
Total minimum lease payments.......    $136,809       $   3,313       $ 140,122
                                       ========       =========       =========

The revenue equipment leases generally  include purchase options  exercisable at
the completion of the lease. The Company  recorded gains of  approximately  $3.6
million,  $3.8 million,  and $770,000 from the sale of leased  tractors in 1999,
1998, and 1997, respectively.

PURCHASE COMMITMENTS

The  Company  had  commitments  outstanding  to acquire  revenue  equipment  for
approximately $387 million at December 31, 1999. 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.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(9) STOCKHOLDERS' EQUITY

On April 10, 1999 and March 12, 1998 the Company completed  three-for-two  stock
splits effected in the form of a dividend of one share of common stock for every
two shares of common stock outstanding.

The Company purchased 539,475 and 826,500 shares of its common stock during 1999
and 1998 for a total cost of $8.2 million and $9.6 million, respectively.  These
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.

STOCK COMPENSATION PLANS

At December 31, 1999, the Company has four stock-based compensation plans, which
are  described  below.  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
$305,000, $212,000 and $136,000 for 1999, 1998 and 1997, 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:

                                                  1999        1998        1997
                                               ---------   ---------   ---------
Net earnings..................  As Reported    $  66,831   $  55,511   $  41,644
                                               =========   =========   =========
                                Pro forma      $  65,928   $  54,755   $  41,147
                                               =========   =========   =========
Basic earnings per share......  As Reported    $    1.04   $     .87   $     .66
                                               =========   =========   =========
                                Pro forma      $    1.03   $     .86   $     .65
                                               =========   =========   =========
Diluted earnings per share....  As Reported    $    1.02   $     .85   $     .64
                                               =========   =========   =========
                                Pro forma      $    1.01   $     .84   $     .64
                                               =========   =========   =========

Pro forma net  earnings  reflect  only  options  granted in 1995  through  1999.
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 of 9 years and compensation  cost for options granted prior to January 1,
1995 is not considered under SFAS No. 123.

FIXED STOCK OPTION PLANS

The Company has three fixed stock option plans.  Under the 1990  Employee  Stock
Option Plan, the Company  granted options to employees for 6.1 million shares of
common stock.  In May 1999,  the  shareholders  approved the 1999 Employee Stock
Option Plan which allows the grant of 750,000 shares of common stock.  Under the
1994 Non-Employee  Directors Plan, the Company may grant options to non-employee
directors  for up to  135,000  shares of common  stock.  Under  all  plans,  the
exercise  price of each  option that has been  granted  equals 85 percent of the
market price of the Company's stock on the date of the grant.  Options under the
Employee  Stock Option Plans  generally  vest 20 percent after five years and 20
percent each  succeeding  year and the maximum term is ten years.  Options under
the  Non-Employee  Directors Plan vest on the grant date and the maximum term is
six years.

                                       33
<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 1997 through 1999:

                                                 1999      1998        1997
                                                 ----      ----        ----
   Dividend yield.............................     0%         0%         0%
   Expected volatility........................    45%        45%        35%
   Risk free interest rate....................   6.5%         5%         6%
   Expected lives (days after vesting date)...    62         51         36

A summary of the status of the  Company's  three fixed stock  option plans as of
December 31,  1999,  1998 and 1997,  and changes  during the years then ended on
those dates is presented below:

<TABLE>
<CAPTION>
                                               1999                   1998                   1997
                                        -------------------   --------------------   --------------------
                                                    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...........................     3,825,825    $ 6.84   3,681,360     $ 5.27   3,673,800     $ 2.91
Granted............................        64,000    $15.69     812,400     $10.15   1,006,312     $10.19
Exercised..........................      (538,533)   $ 1.81    (615,262)    $ 1.55    (691,852)    $ 1.37
Forfeited..........................       (80,179)   $ 8.88     (52,673)    $ 9.82    (306,900)    $ 1.93
                                        ---------             ---------              ---------
Outstanding at end of year.........     3,271,113    $ 7.80   3,825,825     $ 6.84   3,681,360     $ 5.27
                                        =========             =========              =========
Options exercisable at year-end....       319,194               164,025                177,075
                                        =========             =========              =========
Weighted-average fair value of
 options granted during the year...         $9.86                 $7.71                  $7.24
                                        =========             =========              =========
</TABLE>

The following table summarizes information about fixed stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
                                      OPTIONS OUTSTANDING               OPTIONS EXERCISABLE
                              ------------------------------------      --------------------
                                             WEIGHTED-
                               NUMBER         AVERAGE      WEIGHTED-     NUMBER      WEIGHTED-
                             OUTSTANDING     REMAINING      AVERAGE    EXERCISABLE    AVERAGE
                                 AT         CONTRACTUAL    EXERCISE        AT        EXERCISE
RANGE OF EXERCISE PRICES      12/31/99         LIFE          PRICE      12/31/99       PRICE
------------------------      --------         ----          -----      --------       -----
<S>                            <C>             <C>           <C>        <C>             <C>
$1.24 to $4.86............     853,049         3.11         $ 3.39      302,494        $ 2.41
$5.34 to $8.78............     646,208         5.61         $ 6.61        7,200        $ 6.44
$10.01....................     747,918         7.25         $10.01
$10.02 ...................     723,563         8.75         $10.02
$10.39 to $18.42..........     300,375         8.02         $11.95        9,500        $13.02
                             ---------                                  -------
                             3,271,113         6.25         $ 7.80      319,194        $ 2.82
                             =========                                  =======
</TABLE>

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


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 235,971,  240,135 and 195,750 shares to 1,856,  1,351 and 1,143 employees
in 1999,  1998 and 1997,  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:

                                            1999      1998      1997
                                            ----      ----      ----
     Dividend yield.................          0%        0%        0%
     Expected volatility............         45%       45%       35%
     Risk free interest rate........          6%      4.5%        5%

The  weighted-average  fair value of those purchase rights granted in 1999, 1998
and 1997 was $5.61, $3.98 and $3.09 respectively.

(10) INCOME TAXES

Income tax expense consists of:

                                            1999           1998           1997
                                           -------       -------        -------
                                                      (IN THOUSANDS)
       Current expense:
               Federal..................   $ 5,944       $20,445        $19,395
               State....................       939         3,494          4,125
                                           -------       -------        -------
                                             6,883        23,939         23,520
                                           -------       -------        -------
       Deferred expense:
               Federal..................    29,660        11,435          4,242
               State....................     4,227         2,421            588
                                           -------       -------        -------
                                            33,887        13,856          4,830
                                           -------       -------        -------
                                           $40,770       $37,795        $28,350
                                           =======       =======        =======

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


The Company's  effective tax rate was 37.9%,  40.5% and 40.5% in 1999,  1998 and
1997,  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:

                                                     YEARS ENDED DECEMBER 31,
                                                -------------------------------
                                                  1999        1998        1997
                                                -------     -------     -------
                                                         (IN THOUSANDS)
Computed "expected" tax expense..............   $37,660     $32,657     $24,498
Increase in income taxes resulting from:
  State income taxes, net of federal
    income tax benefit.......................     3,323       4,185       3,002
  Enterprise tax credit......................      (765)
    Other, net...............................       552         953         850
                                                -------     -------     -------
                                                $40,770     $37,795     $28,350
                                                =======     =======     =======

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,
                                                       ------------------------
                                                        1999             1998
                                                       --------        --------
                                                            (IN THOUSANDS)
Deferred tax assets:
 Claims accruals ..................................     $  18,140      $ 20,480
 Accounts receivable due to allowance for
   doubtful accounts ..............................         1,130           440
 Nondeductible accruals ...........................         2,820
 Other ............................................           500           160
                                                        ---------      --------
         Total deferred tax assets ................        22,590        21,080
                                                        ---------      --------
Deferred tax liabilities:
 Property and equipment, principally due to
   differences in depreciation ....................      (104,170)      (70,010)
 Prepaid taxes, licenses and permits deducted
   for tax purposes ...............................        (6,480)       (5,820)
 Other ............................................        (3,427)
                                                        ---------      --------
         Total deferred tax liabilities ...........      (114,077)      (75,830)
                                                        ---------      --------
         Net deferred tax liability ...............     $ (91,487)     $(54,750)
                                                        =========      ========

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

                                                              DECEMBER 31,
                                                        -----------------------
                                                          1999           1998
                                                        ---------      --------
                                                            (IN THOUSANDS)
Current deferred tax asset .....................        $   4,200      $  4,010
Noncurrent deferred tax liability ..............          (95,687)      (58,760)
                                                        ---------      --------
Net deferred tax liability .....................        $ (91,487)     $(54,750)
                                                        =========      ========

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(11) CLAIMS ACCRUALS

The Company's insurance program for liability,  workers' compensation,  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,  1999 and 1998.  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.

(12) 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.

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 and 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 AND BORROWINGS UNDER REVOLVING LINE OF CREDIT

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,  1999,  the
amounts that will  actually be realized or paid at settlement or maturity of the
instruments could be significantly different.

(13) 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  $8.2  million,  $7.1 million and $4.2 million for 1999,  1998 and
1997, respectively.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(14) RELATED PARTY TRANSACTIONS

The Company  leases  various  properties  from  entities  owned by the principal
stockholder.  Rents  paid under  these  leases  totaled  $72,000,  $135,000  and
$700,000 for the years ended December 31, 1999, 1998 and 1997, respectively.

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 1999, 1998
and 1997,  the Company  acquired  new  tractors and sold them to this entity for
$37.2 million, $22.1 million and $22.8 million, respectively, and recognized fee
income of $2.2  million,  $1.3 million and $1.4  million,  respectively.  During
1999,  1998,  and 1997,  the Company  also sold used  revenue  equipment to this
entity totaling  $167,000,  $320,000 and $238,000  respectively,  and recognized
gains of $17,000 in 1999,  $69,000 in 1998 and $36,000 in 1997.  At December 31,
1999 and 1998, 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  $621,000,  $429,000 and $590,000 for the years
ended December 31, 1999, 1998 and 1997,  respectively.  At December 31, 1999 and
1998,  $138,000  and  $141,000,  respectively,  was owed to this entity for such
services.

During 1997, the Company purchased parts and maintenance services from an entity
owned by one of the Company's outside directors totaling $3,217,000. This entity
was sold to an unrelated party on January 1, 1998.

The Company's principal stockholder acquired a significant ownership interest in
a less than truckload  carrier during 1997. The Company provides  transportation
services to this carrier and other entities  owned by the principal  stockholder
and recognized $10.6 million, $6.1 million and $1.8 million in operating revenue
in 1999,  1998 and 1997,  respectively.  At  December  31,  1999 and 1998,  $1.8
million and $742,000,  respectively, was owed to the Company for these services.
In addition, the Company sold used equipment to the carrier for $261,000 in 1998
and paid $423,000,  $227,000 and $80,000 to the carrier for facilities rental in
1999, 1998 and 1997, respectively.

The  Company's  principal  stockholder  owns an entity  with a fleet of tractors
which operates as a fleet operator for the Company.  During 1999, 1998 and 1997,
the Company  paid $13.2  million,  $17.2  million and $5.3 million to this fleet
operator for purchased  transportation  services. At December 31, 1999 and 1998,
$512,000 and $326,000, respectively, was owed for these purchased transportation
services.  Also,  the Company was paid  $301,000,  $267,000 and $264,000 by this
fleet  operator and paid $43,000,  $450,000 and $117,000 to this fleet  operator
for various services including training in 1999, 1998 and 1997, respectively. At
December  31,  1999 and 1998,  $62,000  and  $32,000 was owed to the Company and
$23,000 and nothing, respectively, was owed by the Company for these services.

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

(15) ACQUISITIONS

On April 8, 1997,  the Company  completed its  acquisition  of certain assets of
Direct Transit, Inc. ("DTI"), a Debtor-In-Possession in United States Bankruptcy
Court.  DTI was a dry van carrier  based in North Sioux City,  South  Dakota and
operated  predominantly  in the eastern  two-thirds  of the United  States.  The
Company acquired inventory,  furniture and office equipment,  computer equipment
and  miscellaneous  assets from DTI for $2.7 million.  Also, the Company paid $1
million to the  principal  shareholder  of DTI in exchange for a covenant not to
compete.  Separately,  the Company acquired 565 tractors and 1,622 trailers from
various lessors.  Certain of the revenue equipment was purchased for $31 million
and new lease  agreements were  negotiated on $11 million of revenue  equipment.
The Company  used working  capital and  borrowings  under its  existing  line of
credit to acquire the assets described above and for payments under the covenant
not to compete.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(16) COMMITMENTS AND 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 financial
condition of the Company.

(17) 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.

(18) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

                                        FIRST      SECOND     THIRD      FOURTH
                                       QUARTER    QUARTER    QUARTER    QUARTER
                                       --------   --------   --------   --------
                                           (IN THOUSANDS, EXCEPT SHARE DATA)
YEAR ENDED DECEMBER 31, 1999
Operating revenue ..................   $234,944   $262,531   $279,423   $284,336
Operating income ...................     21,832     30,740     33,150     30,719
Net earnings .......................     12,103     17,504     18,732     18,492
Basic earnings per share ...........        .19        .27        .29        .29
Diluted earnings per share .........        .19        .27        .29        .28

YEAR ENDED DECEMBER 31, 1998
Operating revenue ..................   $191,608   $215,832   $227,184   $238,809
Operating income ...................     16,936     25,086     27,309     29,361
Net earnings .......................      9,412     14,036     15,644     16,419
Basic earnings per share ...........        .15        .22        .24        .26
Diluted earnings per share .........        .14        .21        .24        .25

                                       39
<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  2000  Annual  Meeting  of  Stockholders  ("the  2000  Notice  and  Proxy
Statement") to be held on June 7, 2000  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  2000 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 2000 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 2000 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 2000  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 2000 Notice
and Proxy Statement and is incorporated herein by reference.

                                       40
<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 21

               (2)  Consolidated Financial Statements and         Page 22-39
                    Notes to Consolidated Financial
                    Statements of the Company, including
                    Consolidated Balance Sheets as of
                    December 31, 1999 and 1998 and related
                    Consolidated Statements of Earnings,
                    Stockholders' Equity and Cash Flows for
                    each of the years in the three-year
                    period ended December 31, 1999

          (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.

EXHIBIT                                                 PAGE OR
NUMBER   DESCRIPTION                                METHOD OF FILING
------   -----------                                ----------------
3.1      Articles of Incorporation of      Incorporated by reference to Exhibit
         the Company                       3.1 of the Company's Form S-3
                                           Registration Statement No. 33-66034
                                           ("S-3 #33-66034")

3.2      Bylaws of the Company             Incorporated by reference to Exhibit
                                           3.2 of S-3 #33-66034

4        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")

                                       41
<PAGE>
EXHIBIT                                                 PAGE OR
NUMBER   DESCRIPTION                                METHOD OF FILING
------   -----------                                ----------------
10.1     Lease Agreement between           Incorporated by reference to Exhibit
         Jerry and Vickie Moyes and        10-E(1) of the Company's Form S-1
         the Company relating to           Registration Statement No. #33-34983
         Stockton, California              ("S-1 #33-34983")
         property, dated April 10,
         1990

10.4.1   Asset Purchase Agreement          Incorporated by reference to Exhibit
         dated June 17, 1994 by and        1 of the Company's Current Report on
         among Swift Transportation        Form 8-K dated October 6, 1994 (the
         Co., Inc., a Nevada               "10/6/94 8-K")
         corporation; Swift
         Transportation Co., Inc., an
         Arizona corporation; Mark
         VII, Inc., a Missouri
         corporation; MNX Carriers,
         Inc., a Delaware
         corporation; and
         Missouri-Nebraska Express,
         Inc., an Iowa corporation

10.4.2   Amendment No. 1, dated            Incorporated by reference to Exhibit
         September 30, 1994, to the        2 of the 10/6/94 8-K
         Asset Purchase Agreement

10.5     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")

10.6     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*

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

10.8     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

10.9     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

                                       42
<PAGE>
EXHIBIT                                                 PAGE OR
NUMBER   DESCRIPTION                                METHOD OF FILING
------   -----------                                ----------------
10.10    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.

10.11    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

10.12    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

10.13    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.

                                       43
<PAGE>
EXHIBIT                                                 PAGE OR
NUMBER   DESCRIPTION                                METHOD OF FILING
------   -----------                                ----------------
10.14    1999 Stock Option Plan*           Incorporated by reference to Notice
                                           and Proxy Statement For Annual
                                           Meeting Of Stockholders To Be Held
                                           on May 20, 1999 ("the 1999 Proxy
                                           Statement")

10.15    Non-Employee Directors Stock      Incorporated by reference to the 1999
         Option Plan (Amended and          Proxy Statement
         Restated as of May 20, 1999)*

10.16    Receivables Sales Agreement       Filed herewith
         Dated As Of December 30, 1999
         Among Swift Receivables
         Corporation, Swift
         Transportation Corporation,
         ABN AMRO Bank N.V., and
         Amsterdam Funding Corporation

10.17    Purchase and Sale Agreement       Filed herewith
         Dated December 30, 1999
         between Swift Transportation
         Corporation and Swift
         Receivables Corporation

11       Schedule of computation of        Filed herewith
         net earnings per share

22       Subsidiaries of Registrant        Filed herewith

23       Consent of KPMG LLP               Filed herewith

27       Financial Data Schedule for       Filed herewith
         twelve months ended December
         31, 1999

99       Private Securities Litiga-        Filed herewith
         tion Reform Act of 1995
         Safe Harbor Compliance
         Statement for Forward-
         Looking Statements

----------
* Indicates a compensation plan

                                       44
<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 20th
day of March, 2000.

                                        SWIFT TRANSPORTATION CO., INC.,
                                        a Nevada corporation

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

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Jerry C. Moyes and William F. Riley III, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign any and all amendments to this Form 10-K Annual
Report, and to file the same, with all exhibits thereto,  and other documents in
connection therewith with the Securities and Exchange Commission,  granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the premises,  as fully and to all intents and purposes as he might
or  could  do  in  person  hereby   ratifying  and   confirming  all  that  said
attorneys-in-fact and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue hereof.

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,                March 20, 2000
------------------------    President and Chief Executive
Jerry C. Moyes              Officer (Principal Executive
                            Officer)

/s/ William F. Riley III    Senior Executive Vice President,      March 20, 2000
------------------------    Secretary, Chief Financial Officer
William F. Riley III        (Principal Accounting Officer)
                            and Director

                                      S-1
<PAGE>
/s/ Rodney K. Sartor        Executive Vice President and          March 15, 2000
------------------------    Director
Rodney K. Sartor


/s/ Lou A. Edwards          Director                           February 23, 2000
------------------------
Lou A. Edwards


/s/ Alphonse E. Frei        Director                              March 20, 2000
------------------------
Alphonse E. Frei


/s/ Earl H. Scudder, Jr.    Director                           February 25, 2000
------------------------
Earl H. Scudder, Jr.

                                      S-2