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, 2000

                                       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  19,  2001,  the  aggregate  market  value  of  common  stock  held by
non-affiliates of the Registrant was $254,025,441.

The number of shares  outstanding of the Registrant's  common stock on March 19,
2001 was 63,268,164.

                       DOCUMENTS INCORPORATED BY REFERENCE

Materials from the Registrant's  Notice and Proxy Statement relating to the 2001
Annual Meeting of  Stockholders  have been  incorporated  by reference into Part
III, Items 10, 11, 12 and 13.

                                                        Exhibit Index at page 42
                                                                  Total pages 45
<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.............................  41

PART III

  Item 10. Directors and Executive Officers of the Registrant...............  41
  Item 11. Executive Compensation...........................................  41
  Item 12. Security Ownership of Certain Beneficial Owners
            and Management..................................................  41
  Item 13. Certain Relationships and Related Transactions...................  41

PART IV

  Item 14. Exhibits, Financial Statement Schedules and Reports
            on Form 8-K.....................................................  42

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 22.4% from $458.2  million in 1995 to
$1.259  billion in 2000.  During that same period,  net earnings have grown at a
compound annual growth rate of 18% from $23.0 million to $52.6 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,  plans relating to products or services of the Company, the
benefits of the Company's terminal network,  the continued  consolidation of the
truckload  industry,  the increase in the number of companies  outsourcing their
transportation  requirements,  the Company's  ability to sell its used trucks at
favorable prices, the Company's ability to attract and retain qualified drivers,
the Company's ability to pass on to its customers increased labor and fuel costs
and  protect  itself  against  increases  in fuel costs  through the use of fuel
efficient equipment, and pending or future acquisitions,  as well as assumptions
relating to the  foregoing.  The Company  undertakes  no  obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events, or otherwise.

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

OPERATING STRATEGY

Swift  focuses on  achieving  high  density for  service-sensitive  customers in
short-to-medium haul traffic lanes.  Through its network of 35 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 509 miles in 2000, Swift is able
to  limit  its  direct  competition  with  railroads,  intermodal  services  and
longer-haul, less specialized truckload carriers. Swift seeks to provide premium

                                       3
<PAGE>
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 2000 and 1999,  Swift  maintained an
operating ratio of 92.1% and 89.0%, 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 1998  increased by 43%
          from 1998 to 2000.  The largest 25, 10 and 5 customers,  respectively,
          accounted  for 53%, 35% and 23% of revenues in 2000,  with no customer
          accounting  for more  than 6% of  Swift's  revenues  during  that same
          period.  In addition to expanding its services to existing  customers,
          Swift  actively  pursues new  traffic  commitments  from high  volume,
          financially  stable  shippers for whom it has not previously  provided
          services.

     *    PURSUE  STRATEGIC  ACQUISITIONS.   Swift's  revenue  growth  has  been
          attributable,  in significant part, to 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.  In  certain  instances,  such  as the  pending  M.S.
          Carriers  acquisition,  where a proposed acquisition has the potential
          to  significantly  increase  revenues,  expand  Swift's  operations in
          certain  key  geographic  regions,  or provide  important  synergistic
          opportunities,   such   as   increased   efficiencies   in   equipment
          utilization, Swift may consider going forward with such an acquisition
          even  though it is not likely to be  accretive  to  earnings  within a
          period of six months.

     *    EXPLOIT  PRIVATE  FLEET  OUTSOURCING.  A  number  of  large  companies
          maintain their own private trucking fleets to facilitate  distribution
          of their  products.  Swift believes that a high  percentage of private
          fleet traffic is short-to-medium haul in nature,  traveling an average
          of 500 miles or less per  round  trip.  In order to  reduce  operating
          costs associated with private fleets, a number of large companies have
          begun to outsource their  transportation  and logistics  requirements.
          Swift believes that its strong regional  operations and average length
          of haul of less than 600 miles  position 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 2000 and 1999,  Swift's average length of haul was 509
and 541 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 operations personnel are better able to match
available  equipment to available  loads and schedule  regular  maintenance  and
fueling  at  Company  terminals,   thereby  enhancing   productivity  and  asset
utilization and minimizing empty miles and expensive  over-the-road  fueling and
repair costs.  Consistent  scheduling also allows Swift to be more responsive to
its customers' needs.  Swift's regular scheduling and relatively short length of
haul enable drivers to return to their homes  regularly,  which has helped Swift
improve driver recruitment.

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 27 trucks and their drivers, including driver
retention,  productivity  per  truck,  routing,  fuel  consumption,  safety  and
scheduled  maintenance.  Customer service  representatives are assigned specific
customers to ensure  specialized,  high-quality  service and  frequent  customer
contact.

In addition to the  domestic  operations  described  above,  Swift has a growing
cross border operation that primarily ships through  commercial border crossings
from El Paso westward to California.  In 2000,  Swift augmented its cross border
operation by acquiring 49% of Trans-Mex,  a carrier that focuses on shipments to
and from Mexico.  For  additional  information  regarding  Swift's  guarantee of
certain Trans-Mex obligations, see Note 9 to the Notes to Consolidated Financial
Statements.

In April 2000, Swift and five other publicly traded  truckload  carriers founded
Transplace.com,  LLC, an Internet-based  transportation logistics company. Swift
contributed  its  transportation  logistics  business and associated  intangible
assets  to  Transplace.com  upon  its  formation.  Swift's  equity  interest  in
Transplace.com  is  approximately  15%.  Swift  reports  its equity  interest in
Transplace.com  and its share of the profits and losses of Transplace.com in its
consolidated  financial  statements.  See Note 4 to the  Notes  to  Consolidated
Financial Statements.

                                       5
<PAGE>
COMPLETED 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").

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.

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

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

PENDING ACQUISITION

On December 11, 2000 Swift and M.S. Carriers, Inc. announced they have agreed to
a merger in which M.S.  Carriers will become a wholly owned subsidiary of Swift.
In the merger,  1.7 shares of Swift's  common stock will be  exchanged  for each
share of M.S. Carrier's common stock.  Following the merger, former stockholders
of M.S.  Carriers  will hold  approximately  22% of Swift's  outstanding  common
stock.  The merger is expected to be accounted for as a pooling of interests and
to be  tax-free  to the  stockholders  of Swift and M.S.  Carriers.  In order to
account  for the  merger  as a  pooling-of-interests,  Swift  expects  to  offer
approximately  2,000,000 shares of its common stock and M.S. Carriers expects to
offer approximately 300,000 shares of its common stock in public offerings prior
to the merger.  The definitive  merger agreement has been approved by the boards
of directors of both companies. The merger is subject to a number of conditions,
including stockholder approval of both companies. There can be no assurance such
approvals will be obtained.

WITH RESPECT TO THE PENDING ACQUISITION OF M.S. CARRIERS, THE FOLLOWING FACTORS,
AMONG  OTHERS,  COULD  CAUSE  ACTUAL  RESULTS  TO DIFFER  MATERIALLY  FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING  STATEMENTS RELATING THERETO:  THE INABILITY TO
OBTAIN, OR MEET CONDITIONS IMPOSED FOR, GOVERNMENTAL APPROVALS FOR THE MERGER ON
THE  PROPOSED  TERMS AND  SCHEDULE;  THE FAILURE OF SWIFT'S  AND M.S.  CARRIERS'
STOCKHOLDERS  TO APPROVE THE MERGER;  THE RISK THAT  SWIFT'S AND M.S.  CARRIERS'
BUSINESSES  WILL  NOT BE  INTEGRATED  SUCCESSFULLY;  THE RISK  THAT THE  REVENUE
SYNERGIES AND COST SAVINGS FROM THE MERGER MAY NOT BE FULLY REALIZED OR MAY TAKE
LONGER TO REALIZE THAN  EXPECTED;  FLUCTUATING  STOCK  MARKET  LEVELS THAT COULD
CAUSE  SWIFT'S  STOCK VALUE TO BE LESS THAN THE CURRENT  SWIFT OR M.S.  CARRIERS
STOCK VALUE;  THE  DIFFICULTY  THE STOCK MARKET MAY HAVE IN VALUING THE BUSINESS
MODEL OF THE COMBINED  COMPANY;  AND DISRUPTION FROM THE MERGER THAT MAY MAKE IT
MORE DIFFICULT TO MAINTAIN RELATIONSHIPS WITH CUSTOMERS, EMPLOYEES OR SUPPLIERS.

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.

                                       6
<PAGE>
The following table shows the type and age of Company-owned and leased equipment
at December 31, 2000:

<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>
2001 ....................      1,458             2,903                            136              87
2000 ....................      2,671             8,068                             85             142
1999 ....................      2,130             4,941                             39              61
1998 ....................        964             3,187                             20               2
1997 ....................        136             3,405                            285              96
1996 ....................         86             2,218                            236
1995 and prior...........        282             1,493              520           271             145
                              ------           -------            -----        ------          ------
           Total.........      7,727            26,215              520         1,072             533
                               =====            ======            =====         =====          ======
</TABLE>

(1)  Excludes 1,987 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 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 communication system links drivers
to regional  terminals and  corporate  headquarters,  allowing  Swift to rapidly
alter its routes in response to customer  requirements and to eliminate the need
for driver stops to report  problems or delays.  This system  allows  drivers to
inform  dispatchers  and driver  managers of the status of routing,  loading and
unloading or the need for emergency  repairs.  Swift believes the communications
system  improves  fleet  control,  the  quality of  customer  service and driver
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,  below the speed limits of many states.  Swift believes these measures
reduce  accidents,  enhance  fuel  mileage  and  minimize  maintenance  expense.
Substantially  all of Swift's Company tractors are equipped with  electronically
controlled engines that are set to limit the speed of the vehicle.

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.  Swift
concentrates  its  marketing  efforts  on  expanding  the  amount of  service it
provides to existing  customers.  As a result,  the Company's  revenues from the
group of  customers  which  comprised  the  Company's  top 25  customers in 1998
increased 43% over a two year period from 1998 to 2000.

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

                                       7
<PAGE>
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, 10 and 5 customers  accounted for approximately 53%, 35% and 23%
respectively,  of Swift's revenues during 2000, 52%, 35% and 24%,  respectively,
of Swift's revenues during 1999 and 46%, 33% and 22%,  respectively,  of Swift's
revenues  during 1998.  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.

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, 2000, Swift employed  approximately 13,000 full-time persons,
of whom  approximately  10,000 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.  The Company has adopted maximum speed limits.  The Company

                                       8
<PAGE>
believes  that its  insurance  and claims  expense as a percentage  of operating
revenue is one of the best in the industry which is  attributable to its overall
strong safety program.  The Company has received the highest safety rating given
to motor carriers by the United States Department of Transportation.

FUEL

In order to reduce fuel costs, the Company  purchases  approximately  80% of its
fuel in bulk at 28 of its 35 terminals. Swift stores fuel in underground storage
tanks at two of its bulk fueling  terminals and in above ground storage tanks at
its other bulk fueling terminals. The Company believes that it is in substantial
compliance  with applicable  environmental  laws and  regulations.  Shortages of
fuel,  increases in fuel prices or rationing of petroleum  products could have a
material adverse effect on the operations and profitability of the Company. From
time to  time,  the  Company,  in  response  to  increases  in fuel  costs,  has
implemented fuel surcharges to pass on to its customers all or substantially all
of 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

The Company is regulated by the United States Department of Transportation. This
regulatory  authority  has broad  powers,  generally  governing  matters such as
authority to engage in motor carrier operations, certain mergers, consolidations
and  acquisitions and periodic  financial  reporting.  The trucking  industry is
subject to regulatory and legislative  changes which can affect the economics of
the industry. The Company is also regulated by various state agencies.

The Company's  operations are also subject to various  federal,  state and local
environmental  laws  and  regulations  dealing  with  transportation,   storage,
presence,  use,  disposal  and  handling of  hazardous  materials,  discharge of
stormwater and  underground  fuel storage tanks.  The Company  believes that its
operations are in substantial  compliance  with current laws and regulations and
does not  know of any  existing  condition  that  would  cause  compliance  with
applicable  environmental  regulations to have a material  adverse effect on the
Company's business or operating results.

SEASONALITY

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

                                       9
<PAGE>
ITEM 2. PROPERTIES

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

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

Albuquerque, New Mexico......................................     Leased
Birmingham, Alabama..........................................     Leased
Columbus, Ohio...............................................     Owned
Corsicana, Texas.............................................     Owned
Decatur, Georgia.............................................     Owned
Denver, Colorado.............................................     Leased
Eden, North Carolina.........................................     Owned
Edwardsville, Kansas.........................................     Owned
Fontana, California..........................................     Owned
Gary, Indiana................................................     Owned
Greer, South Carolina........................................     Owned
Invergrove Heights (Minneapolis), Minnesota..................     Leased
Irving, Texas................................................     Leased
Jonestown, Pennsylvania......................................     Owned
Laredo, Texas................................................     Leased
Lathrop (Bay Area), California...............................     Owned
Lewiston, Idaho..............................................     Owned/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.........................................     Owned
Santa Fe Springs, California.................................     Leased
Seattle, Washington..........................................     Leased
Shoals, Indiana..............................................     Owned
South Plainfield, New Jersey.................................     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,  2000,  the  Company's  aggregate  monthly  rent  for  all  leased
properties was $127,000.

                                       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 2000.

                                     PART II

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

The  Company's  common stock is publicly  traded on the Nasdaq  National  Market
("Nasdaq") under the symbol "SWFT".  The following table sets forth the high and
low sales prices of the common stock reported by Nasdaq for the periods shown.

                                                              COMMON STOCK
                                                           -------------------
                                                           HIGH            LOW
                                                           ----            ---
   2000
   First Quarter......................................    $20.63         $11.81
   Second Quarter.....................................     23.38          12.69
   Third Quarter......................................     17.94          12.25
   Fourth Quarter.....................................     21.00          12.00

   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

On March 19, 2001, the last reported  sales price of the Company's  common stock
was $15.94 per share. At that date, the number of stockholder accounts of record
of the  Company's  common  stock was  3,351.  The  Company  estimates  there are
approximately 4,200 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,  fluctuations in interest
rates and diesel prices,  increases in insurance premiums affecting the trucking
industry  generally,  the  depressed  market  for used  tractors  affecting  the
trucking  industry  generally,  the timing of the merger  between Swift and M.S.
Carriers and market  assessments  as to whether the merger will be  consummated,
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, 2000 is derived
from the Company's Consolidated Financial Statements. The Consolidated Financial
Statements  as of December  31, 2000 and 1999,  and for each of the years in the
three-year  period ended December 31, 2000 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,
                                                              ------------------------------------------------------------
                                                              2000          1999          1998        1997(1)      1996(2)
                                                              ----          ----          ----        -------      -------
<S>                                                        <C>           <C>            <C>           <C>          <C>
                                                          (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AND PER MILE AMOUNTS)
CONSOLIDATED STATEMENTS OF EARNINGS DATA:
Operating revenue......................................    $1,258,671    $1,061,234     $873,433      $713,638     $562,259
Earnings before income taxes...........................       $84,856      $107,601      $93,306       $69,994      $47,212
Net earnings...........................................       $52,601       $66,831      $55,511       $41,644      $27,422
Diluted earnings per share.............................          $.82         $1.02         $.85          $.64         $.47

CONSOLIDATED BALANCE SHEET DATA (AT END OF YEAR):
Working capital........................................        $9,008       $88,028      $81,048       $64,168      $36,938
Total assets...........................................      $960,211      $794,574     $636,283      $471,134     $380,605
Long-term obligations, less current portion............      $169,240      $168,153     $143,208       $73,420      $40,284
Stockholders' equity...................................      $436,724      $394,199     $327,353      $274,175     $226,666

OPERATING STATISTICS (AT END OF YEAR):
Operating ratio........................................          92.1%        89.0%         88.7%         89.6%        90.5%
Pre-tax margin (3).....................................           6.7%        10.1%         10.7%          9.8%         8.4%
Average line haul revenue per mile(4) .................         $1.18         $1.15        $1.14         $1.13        $1.11
Empty mile percentage..................................          14.3%        14.0%         13.5%         13.7%        14.0%
Average length of haul (in miles)......................           509           541          567           571          576
Total tractors at end of period:
  Company-operated.....................................         7,727         6,940        5,573         4,968        4,166
  Owner-operator.......................................         1,987         1,748        1,225           910          665
Trailers at end of period..............................        28,340        23,719       18,348        15,499       12,151
</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.

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

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 total fleet with 9,714  tractors as of December 31, 2000
compared to 5,878  tractors as of December 31, 1997.  See "Business -- General."
During this same period,  the  Company's  owner  operator  fleet has expanded to
1,987 as of December 31, 2000 from 910 as of December 31, 1997.

This fleet growth was accomplished  through a combination of internal growth and
through  strategic  acquisitions.  See  "Business--General".  As discussed under
"Business--Pending  Acquisition," Swift has entered into an agreement to acquire
M.S. Carriers. This acquisition, if consummated, would have a significant impact
on Swift's  financial  conditions  and  results of  operations.  In  particular,
Swift's  equity   capitalization,   revenues  and  other  indicia  of  financial
performance will change significantly due to the issuance of Swift common stock,
the inclusion of M.S. Carriers operating results and the anticipated integration
and other costs  associated with the merger,  among other factors.  Accordingly,
the results discussed below are not necessarily  indicative of the results to be
expected in any future periods in the event that the M.S.  Carriers  transaction
is  consummated.   For  additional   information  regarding  the  M.S.  Carriers
acquisition, see Note 16 of the Notes to Consolidated Financial Statements.

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,
                                                   -----------------------------
                                                   2000        1999        1998
                                                   ----        ----        ----

Operating revenue ............................    100.0%      100.0%      100.0%
Operating expenses:
  Salaries, wages and employee benefits ......     34.8        35.9        36.5
  Operating supplies and expenses ............      8.1         8.5         9.1
  Fuel .......................................     13.8        11.2        10.7
  Purchased transportation ...................     18.8        17.2        15.5
  Rental expense .............................      5.1         4.2         4.7
  Insurance and claims .......................      2.4         2.6         2.8
  Depreciation and amortization ..............      5.2         5.4         5.3
  Communications and utilities ...............      1.3         1.3         1.3
  Operating taxes and licenses ...............      2.6         2.7         2.8
                                                  -----       -----       -----
     Total operating expenses ................     92.1        89.0        88.7
                                                  -----       -----       -----
Operating income .............................      7.9        11.0        11.3
Net interest expense .........................      1.3         1.0          .7
Other (income) expense, net ..................     (0.1)       (0.1)       (0.1)
                                                  -----       -----       -----
Earnings before income taxes .................      6.7        10.1        10.7
Income taxes .................................      2.5         3.8         4.3
                                                  -----       -----       -----
Net earnings .................................      4.2%        6.3%        6.4%
                                                  =====       =====       =====

                                       14
<PAGE>
YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Operating revenue increased $197.4 million,  or 18.6%, to $1.259 billion for the
year ended  December  31, 2000 from $1.061  billion for the previous  year.  The
increase in operating revenue is due primarily to the expansion of the Company's
total fleet to 9,714  tractors at December  31, 2000 from 8,688 at December  31,
1999, an increase of 1,026 tractors,  rate increases of approximately 2.5% and a
fuel surcharge revenue increase of approximately $46 million.

The  Company's   operating   ratio  was  92.1%  and  89.0%  in  2000  and  1999,
respectively.  The Company's  operating  ratio for 2000 increased as a result of
changes in certain components of operating expenses as a percentage of operating
revenue as discussed  below. The Company's empty mile factor was 14.3% and 14.0%
and the average loaded linehaul  revenue per mile was $1.38 and $1.34 (excluding
fuel surcharge) for the years ended December 31, 2000 and 1999, respectively.

Salaries, wages and employee benefits represented 34.8% of operating revenue for
the year ended  December 31, 2000 compared with 35.9% for 1999.  The decrease is
due  primarily  to a decrease  in the accrual for the  Company's  401(k)  profit
sharing  contribution  and an increase in the portion of revenues  generated  by
owner  operators  offset by 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 13.8% and 11.2% of operating revenue in 2000 and 1999,
respectively.  The increase in fuel as a percentage  of revenue is due primarily
to  increased  fuel  prices and offset by the impact of an increase in the miles
generated by the owner operator fleet.  Actual fuel cost per gallon increased by
approximately 36 cents per gallon (34%) in 2000 versus 1999.

Increases  in fuel  costs,  to the extent not offset by rate  increases  or fuel
surcharges,  would have an adverse effect on the operations and profitability of
the Company. Management believes that the most effective protection against fuel
cost  increases  is to maintain a fuel  efficient  fleet and to  implement  fuel
surcharges  when such an option is necessary and available.  The Company did not
use derivative-type  hedging products, but periodically evaluates their possible
use.

Purchased  transportation  represented  18.8% and 17.2% of operating revenue for
the years ended December 31, 2000 and 1999,  respectively.  This increase is due
to the growth of the Company's  owner  operator fleet from 1,748 at December 31,
1999 to 1,987 at December 31, 2000.

Rental  expense as a percentage  of operating  revenue was 5.1% and 4.2% for the
years  ended  December  31, 2000 and 1999,  respectively.  During 2000 and 1999,
leased tractors represented approximately 57% and 50%, respectively of the fleet
(exclusive of owner operators).  When it is economically  feasible to do so, the
Company will purchase  then sell  tractors it leases by exercising  the purchase
option  contained  in the lease.  Gains on these  activities  are  recorded as a
reduction of rent  expense.  During the years ended  December 31, 2000 and 1999,
respectively,  the Company recorded gains of approximately $1.1 million and $3.6
million  from the sale of leased  tractors.  Exclusive of gains,  which  reduced
rental  expense,  the percentage of rental expense to operating  revenue in 2000
and 1999 was 5.2% and 4.6%, respectively.

Depreciation and amortization expense was 5.2% and 5.4% of operating revenue for
the years ended December 31, 2000 and 1999, respectively.  During the year ended
December 31, 2000 the Company recorded gains on the sale of revenue equipment of
approximately  $7.7 million  compared with  approximately  $4.0 million in 1999.
Exclusive of gains,  which reduced  depreciation and amortization  expense,  the
percentage of depreciation  and  amortization  to operating  revenue in 2000 and
1999 was 5.8%.

                                       15
<PAGE>
Insurance and claims expense  represented 2.4% and 2.6% of operating  revenue in
the  years  ended  December  31,  2000 and  1999,  respectively.  The  Company's
insurance  program for  liability,  physical  damage and cargo  damage  involves
self-insurance  with varying risk  retention  levels.  Claims in excess of these
risk  retention  levels are covered by  insurance  in amounts  which  management
considers  adequate.  The Company  accrues the  estimated  cost of the uninsured
portion of pending  claims.  These accruals are estimated  based on management's
evaluation  of the nature and severity of  individual  claims and an estimate of
future  claims  development  based  on  historical  claims  development  trends.
Insurance and claims expense will vary as a percentage of operating revenue from
period to period based on the  frequency  and  severity of claims  incurred in a
given period as well as changes in claims development trends.

Interest  expense  increased to $15.9 million in 2000 from $9.6 million in 1999.
This increase was due to increased borrowings under the Company's line of credit
and increased proceeds from the accounts receivable securitization program.

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.

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%.

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

                                       16
<PAGE>
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.

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.

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

The Company's  current  liabilities  increased  significantly as a result of the
receipt   of  $117   million  of   proceeds   under  the   accounts   receivable
securitization.  As discussed in the Notes to Consolidated Financial Statements,
the  receipts  under the  securitization  are  required to be shown as a current
liability because the committed term, subject to annual renewals, is 364 days.

Net cash provided by operating  activities  was $96.1 million for the year ended
December 31, 2000 compared to $150.7 million for 1999. The decrease is primarily
attributable to decreases in net earnings,  deferred taxes and accounts payable,
accrued liabilities and claims accruals offset by a increase in depreciation and
amortization and a smaller increase in accounts receivable.

Net cash used in investing  activities  increased to $183.0 million for the year
ended  December  31, 2000 from  $167.4  million  for 1999.  The  increase is due
primarily  to  an  increase  in  capital  expenditures  and  the  investment  in
Transplace.com  offset  by  increased  proceeds  from the sale of  property  and
equipment.

As of December  31, 2000,  the Company had  commitments  outstanding  to acquire
replacement and additional revenue equipment for approximately $141 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, 2000, the Company incurred  approximately $38
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  $62 million in 2001
for various  facilities  upgrades and  acquisition  and  development of terminal
facilities.  Factors  such  as  costs  and  opportunities  for  future  terminal
expansions may change the amount of such expenditures.

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

Net cash provided by financing  activities was $96.1 million in 2000 compared to
$20.1 million in 1999. The increase in cash provided by financing  activities is
primarily due to increased proceeds from the accounts receivable  securitization
offset by treasury stock purchases.

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

INFLATION

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

SEASONALITY

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

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

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

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

                                       18
<PAGE>
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.

MERGER WITH M.S. CARRIERS.  The Company may be unable to successfully  integrate
its operations  with the  operations of M.S.  Carriers and realize the full cost
savings it anticipates to result from the  acquisition  of M.S.  Carriers.  Such
inability  could have a material  adverse  effect on the Company's  business and
operating  results.  Specifically,  the Company may have difficulty  maintaining
customer  service  and  equipment  utilization  standards  while  attempting  to
integrate its  operations  with the  operations of M.S.  Carriers,  coordinating
geographically  separated  organizations,  integrating  personnel  with  diverse
business  backgrounds,  maintaining momentum in the activities of one or more of
the combined companies' business segments,  and retaining key personnel,  all of
which  could have a  material  adverse  effect on the  Company's  business.  The
acquisition of M.S. Carriers could divert  management's  attention,  which could
have  a  material  adverse  effect  on the  Company's  business.  Following  the
acquisition of M.S. Carriers,  customers may decrease freight volumes with Swift
because of the concentration of their businesses with the combined companies. If
this  occurs,  it could  have a  material  adverse  effect on the  business  and
operations of the Company.

In addition,  the Company will also incur significant expenses and restructuring
charges in connection with the acquisition,  some of which may be unanticipated.
If such costs and charges are not offset by the elimination of duplicative costs
and the realization of other efficiencies  related to the integration of the two
businesses,  it would have a material  adverse effect on the Company's  business
and operating results.

The issuance of additional  Swift shares in connection  with the  acquisition of
M.S.  Carriers  may have a  dilutive  impact  on the  earnings  per share of the
Company.

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.  Mr.  Moyes  has other  significant  business  interests  to which he
devotes  his  time  and  efforts,   including   serving  as  Chairman  of  Simon
Transportation   Services,  Inc.,  a  truckload  carrier  providing  nationwide,
predominately temperature-controlled transportation services for major shippers,
and Central Freight Lines,  Inc., a regional  less-than-truckload  carrier.  Mr.
Moyes is also  the  largest  stockholder  of Simon  Transportation  and  Central
Freight Lines.  Although the Company believes it has an experienced and talented
management  group, the loss of the services of Mr. Moyes, Mr. Riley, Mr. Sartor,

                                       19
<PAGE>
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.  Riley,
Sartor, Farley or Jensen. The Company does not have an employment agreement with
but does maintain key man life insurance on Mr. Moyes.

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

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

USED EQUIPMENT MARKET.  Swift relies on the sale of used equipment to offset the
cost of purchasing  new  equipment.  In the past 18 months,  used tractor values
have  deteriorated  significantly.  Should this trend continue,  it could have a
material adverse effect on Swift's business and operating results.

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

DEPENDENCE ON KEY CUSTOMERS.  A significant  portion of the Company's revenue is
generated  from key  customers.  During  2000,  the  Company's  top 25, 10 and 5
customers accounted for 53%, 35% and 23% of revenues,  respectively. The Company
does  not  have  long-term  contractual  relationships  with  many  of  its  key
customers,  and there can be no assurance that the Company's  relationships with
its key  customers  will  continue as  presently  in effect.  A reduction  in or
termination  of the Company's  services by a key customer  could have a material
adverse effect on the Company's business and operating results.

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, 2000, the fair value of the Company's  long-term debt  approximated
carrying  value.  Assuming  the  current  level of  borrowings,  a  hypothetical
one-percentage  point  increase in interest  rates would  increase the Company's
annual interest expense by $2.7 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated  Financial  Statements  of the Company as of December  31, 2000 and
1999 for each of the years in the  three-year  period  ended  December 31, 2000,
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, 2000 and 1999, 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, 2000.
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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  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, 2000 and 1999, and the results of
their  operations  and their cash flows for each of the years in the  three-year
period  ended  December  31,  2000  in  conformity  with  accounting  principles
generally accepted in the United States of America.

                                        /s/ KPMG LLP

Phoenix, Arizona
February 28, 2001

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

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                                DECEMBER 31,
                                                           ---------------------
                             ASSETS                          2000         1999
                                                           --------     --------
Current assets:
  Cash .................................................   $ 19,196     $  9,969
  Accounts receivable, net .............................    174,524      153,418
  Equipment sales receivables ..........................      5,799        5,966
  Inventories and supplies .............................      8,966        7,410
  Prepaid taxes, licenses and insurance ................     27,191       17,010
  Assets held for sale .................................      3,169        5,468
  Note receivable ......................................      3,200
  Deferred income taxes ................................                   4,200
                                                           --------     --------
        Total current assets ...........................    242,045      203,441
                                                           --------     --------
Property and equipment, at cost:
  Revenue and service equipment ........................    716,305      608,470
  Land .................................................     22,589       12,879
  Facilities and improvements ..........................    128,654      112,659
  Furniture and office equipment .......................     23,545       20,260
                                                           --------     --------
        Total property and equipment ...................    891,093      754,268
Less accumulated depreciation and amortization .........    188,111      172,936
                                                           --------     --------
        Net property and equipment .....................    702,982      581,332
Other assets ...........................................      8,860        2,731
Goodwill ...............................................      6,324        7,070
                                                           --------     --------
                                                           $960,211     $794,574
                                                           ========     ========

See accompanying notes to consolidated financial statements.

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

                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                     -------------------------
                 LIABILITIES AND STOCKHOLDERS' EQUITY                  2000             1999
                                                                     --------         --------
<S>                                                                  <C>              <C>
Current liabilities:
  Accounts payable .............................................     $ 53,659         $ 53,917
  Accrued liabilities ..........................................       31,688           34,493
  Current portion of claims accruals ...........................       23,104           26,530
  Current portion of long-term debt ............................          386              473
  Securitization of accounts receivable ........................      117,000
  Current portion of deferred income taxes .....................        7,200
                                                                     --------         --------
        Total current liabilities ..............................      233,037          115,413
                                                                     --------         --------
Borrowings under revolving line of credit ......................      154,000          152,500
Long-term debt, less current portion ...........................       15,240           15,653
Claims accruals, less current portion ..........................       21,040           21,122
Deferred income taxes ..........................................      100,170           95,687

Stockholders' equity:
  Preferred stock, par value $.001 per share
    authorized 1,000,000 shares; none issued
  Common stock, par value $.001 per share
    authorized 150,000,000 shares; issued 66,389,281 and
    65,818,166 shares in 2000 and 1999, respectively ...........           66               66
  Additional paid-in capital ...................................      138,243          131,571
  Retained earnings ............................................      336,350          283,749
                                                                     --------         --------
                                                                      474,659          415,386
Less treasury stock, at cost (3,157,850 and 1,862,550
  shares in 2000 and 1999, respectively) .......................       37,935           21,187
                                                                     --------         --------
        Total stockholders' equity .............................      436,724          394,199
                                                                     --------         --------

Commitments and contingencies                                        $960,211         $794,574
                                                                     ========         ========
</TABLE>

See accompanying notes to consolidated financial statements.

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

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

<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                                      -------------------------------------------------
                                                          2000               1999               1998
                                                      -----------        -----------        -----------
<S>                                                   <C>                <C>                <C>
Operating revenue .............................        $1,258,671         $1,061,234          $873,433
                                                       ----------         ----------          --------
Operating expenses:
  Salaries, wages and employee benefits........           438,210            381,238           318,992
  Operating supplies and expenses .............           102,400             88,921            79,556
  Fuel ........................................           173,446            119,143            93,023
  Purchased transportation ....................           236,824            182,832           135,453
  Rental expense ..............................            64,367             44,854            41,447
  Insurance and claims ........................            30,640             27,486            24,094
  Depreciation and amortization ...............            64,837             57,659            46,033
  Communications and utilities ................            16,093             14,085            11,433
  Operating taxes and licenses ................            32,119             28,575            24,710
                                                       ----------         ----------          --------
        Total operating expenses ..............         1,158,936            944,793           774,741
                                                       ----------         ----------          --------
        Operating income ......................            99,735            116,441            98,692
                                                       ----------         ----------          --------
Other (income) expenses:
  Interest expense ............................            15,873              9,574             6,277
  Interest income .............................              (742)              (338)             (269)
  Other .......................................              (252)              (396)             (622)
                                                       ----------         ----------          --------
        Other (income) expenses, net ..........            14,879              8,840             5,386
                                                       ----------         ----------          --------
        Earnings before income taxes ..........            84,856            107,601            93,306
  Income taxes ................................            32,255             40,770            37,795
                                                       ----------         ----------          --------
        Net earnings ..........................        $   52,601         $   66,831          $ 55,511
                                                       ==========         ==========          ========

Basic earnings per share ......................        $      .83         $     1.04          $    .87
                                                       ==========         ==========          ========

Diluted earnings per share ....................        $      .82         $     1.02          $    .85
                                                       ==========         ==========          ========
</TABLE>

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, 1998                            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
Issuance of common stock under stock option
 and employee stock purchase plans                      571,115                   5,294                                   5,294
Income tax benefit arising from the exercise
 of stock options                                                                   900                                     900
Amortization of deferred compensation                                               478                                     478
Purchase of 1,295,300 shares of treasury stock                                                            (16,748)      (16,748)
Net earnings                                                                                   52,601                    52,601
                                                    -----------      ----     ---------     ---------   ---------     ---------
Balances, December 31, 2000                          66,389,281      $ 66     $ 138,243     $ 336,350   $ (37,935)    $ 436,724
                                                    ===========      ====     =========     =========   =========     =========
</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,
                                                                           -----------------------------------------
                                                                              2000           1999             1998
                                                                           ---------       ---------       ---------
<S>                                                                        <C>             <C>             <C>
Cash flows from operating activities:
 Net earnings .........................................................    $  52,601       $  66,831       $  55,511
 Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Depreciation and amortization .......................................       65,695          54,016          42,568
  Deferred income taxes ...............................................       21,063          36,737          15,610
  Income tax benefit arising from the exercise of stock options........          900           3,311           3,349
  Provision for losses on accounts receivable..........................        2,332           1,200           1,110
  Amortization of deferred compensation ...............................          478             305             212
  Increase (decrease) in cash resulting from changes in:
   Accounts receivable ................................................      (28,601)        (36,058)        (27,056)
   Inventories and supplies ...........................................       (1,556)         (2,544)           (357)
   Prepaid expenses and other current assets ..........................      (10,181)         (1,782)        (10,138)
   Other assets .......................................................         (243)         (1,089)             78
   Accounts payable, accrued liabilities and claims accruals ..........       (6,371)         29,810          33,982
                                                                           ---------       ---------       ---------
          Net cash provided by operating activities ...................       96,117         150,737         114,869
                                                                           ---------       ---------       ---------
Cash flows from investing activities:
 Proceeds from sale of property and equipment .........................       93,684          64,650          63,233
 Capital expenditures .................................................     (273,263)       (237,340)       (238,002)
 Equity investment ....................................................       (5,000)
 Loans to investment entities .........................................       (4,384)
 Payments received on equipment sales receivables .....................        5,955           5,262           3,407
                                                                           ---------       ---------       ---------
          Net cash used in investing activities .......................     (183,008)       (167,428)       (171,362)
                                                                           ---------       ---------       ---------
Cash flows from financing activities:
 Repayments of long-term debt .........................................      (10,911)           (765)         (8,287)
 Increase in borrowings under revolving line of credit.................        1,500          24,500          71,500
 Payment of stock split fractional shares .............................                           (9)            (21)
 Increase in borrowings under accounts receivable securitization.......      117,000
 Proceeds from sale of common stock ...................................        5,277           4,575           3,705
 Purchase of treasury stock ...........................................      (16,748)         (8,171)         (9,600)
                                                                           ---------       ---------       ---------
          Net cash provided by financing activities ...................       96,118          20,130          57,297
                                                                           ---------       ---------       ---------

Net increase in cash ..................................................        9,227           3,439             804
Cash at beginning of year .............................................        9,969           6,530           5,726
                                                                           ---------       ---------       ---------
Cash at end of year ...................................................    $  19,196       $   9,969       $   6,530
                                                                           =========       =========       =========
</TABLE>

See accompanying notes to consolidated financial statements.

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                                     ---------------------------------
                                                                       2000         1999         1998
                                                                     -------      -------      -------
<S>                                                                  <C>          <C>          <C>
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest .....................................................   $15,160      $ 9,661      $ 5,842
                                                                     =======      =======      =======
    Income taxes .................................................   $ 6,405      $17,104      $27,404
                                                                     =======      =======      =======
Supplemental schedule of noncash investing
  and financing activities:
    Equipment sales receivables ..................................   $ 5,788      $ 5,966      $ 5,385
                                                                     =======      =======      =======
    Direct financing for purchase of equipment ...................   $ 5,063      $   973      $   436
                                                                     =======      =======      =======
</TABLE>

See accompanying notes to consolidated financial statements.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998


(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 2000, 1999 and 1998 were $7,668,000, $4,000,000 and $6,105,000, 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, 2000,  1999 and 1998,  the Company  capitalized
interest related to self-constructed assets totaling $1,210,000,  $1,140,000 and
$894,000, 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 $5,256,000 and
$4,509,000 at December 31, 2000 and 1999, 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 (63,204,000, 64,079,000 and 64,005,000 for
2000, 1999, and 1998, 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 858,000,  1,211,000,  and
1,245,000  shares in 2000,  1999, and 1998,  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,
                                                         -----------------------
                                                           2000           1999
                                                         --------       --------
                                                             (IN THOUSANDS)
     Trade customers ..................................  $162,651       $134,649
     Equipment manufacturers ..........................     3,166          3,100
     Income tax receivable ............................     7,649         16,715
     Other ............................................     4,268            707
                                                         --------       --------
                                                          177,734        155,171
     Less allowance for doubtful accounts .............     3,210          1,753
                                                         --------       --------
                                                         $174,524       $153,418
                                                         ========       ========

The schedule of allowance for doubtful accounts is as follows:

                                   BEGINNING                              ENDING
                                    BALANCE    ADDITIONS   DEDUCTIONS    BALANCE
                                    -------    ---------   ----------    -------
                                                   (IN THOUSANDS)
     Years ended December 31:
     2000 .......................   $1,753      $2,332       $ (875)      $3,210
                                    ======      ======       ======       ======

     1999 .......................   $1,116      $1,200       $ (563)      $1,753
                                    ======      ======       ======       ======

     1998 .......................   $  291      $1,110       $ (285)      $1,116
                                    ======      ======       ======       ======

(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. In February  2000,  the Company sold a portion of the assets
held for sale which relate to the Company's former corporate headquarters. There
was no gain or loss on the sale of these assets.  In December  2000, the Company
recorded an adjustment to reduce the carrying  value of these assets by $450,000
to reflect the effect of a pending sale of the remaining assets.

(4) EQUITY INVESTMENT AND NOTE RECEIVABLE

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

The Company has contributed  its  Transportation  Logistics  Business along with
associated intangible assets and Transplace.com  commenced operations on July 1,
2000.  As of December 31, 2000 the Company also has  contributed  $5,000,000  to
Transplace.com. The Company's interest in Transplace.com, which is accounted for
using the equity method, is approximately 15% and is included in other assets.

In addition, the Company has a note receivable from Transplace.com in the amount
of $3,200,000 which bears interest at 8% and matures on September 29, 2001. This
note was paid in full in February 2001.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(5) ACCRUED LIABILITIES

Accrued liabilities consists of:

                                                              DECEMBER 31,
                                                       -------------------------
                                                        2000               1999
                                                       -------           -------
                                                            (IN THOUSANDS)
     Employee compensation ......................      $21,059           $22,996
     Fuel and mileage taxes .....................        1,387             3,057
     Other ......................................        9,242             8,440
                                                       -------           -------

                                                       $31,688           $34,493
                                                       =======           =======

(6) 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.

Under the  amended  agreement,  the  Company can receive up to a maximum of $125
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, 2000 there were $117 million of proceeds received.

(7) 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, 2000.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(8) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                                DECEMBER 31,
                                                                                              ---------------------
                                                                                               2000          1999
                                                                                              -------       -------
                                                                                                 (IN THOUSANDS)
<S>                                                                                         <C>           <C>
     Notes payable to commercial  lending  institutions  with varying  payments
      through the year 2005:
       Fixed interest rates ranging from 4.0% to 4.77%....................................    $   626       $ 1,126
     Note payable to insurance company bearing interest at 6.78% payable
       monthly with principal payments of $3,000,000 due in 2002 through 2006
       secured by deed of trust on Phoenix facilities. Covenant requirements
       include minimum debt to equity and debt coverage ratios and tangible net
       worth. The covenants include limitations on dividends and treasury stock
       purchases..........................................................................     15,000        15,000
                                                                                              -------       -------
               Total long-term debt ......................................................     15,626        16,126
      Less current portion ...............................................................        386           473
                                                                                              -------       -------
      Long-term debt, less current portion ...............................................    $15,240       $15,653
                                                                                              =======       =======
</TABLE>

The aggregate annual maturities of long-term debt exclusive of amounts due under
the  revolving  line of  credit  (see  note 7) as of  December  31,  2000 are as
follows:

     YEARS ENDING
     DECEMBER 31                                                 (IN THOUSANDS)
     -----------                                                 --------------
     2001.......................................................   $    386
     2002.......................................................      3,176
     2003.......................................................      3,031
     2004.......................................................      3,032
     2005.......................................................      3,001
     Thereafter.................................................      3,000
                                                                   --------
                                                                   $ 15,626
                                                                   ========

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(9) COMMITMENTS

LEASES

The Company  leases  various  revenue  equipment and terminal  facilities  under
operating  leases. At December 31, 2000, the future minimum lease payments under
noncancelable operating leases are as follows:

     YEARS ENDING                              REVENUE
     DECEMBER 31,                             EQUIPMENT    FACILITIES     TOTAL
     ------------                             ---------    ----------     -----
                                                         (IN THOUSANDS)
     2001 .................................   $ 63,700      $  1,508    $ 65,208
     2002 .................................     45,718           979      46,697
     2003 .................................     17,316           371      17,687
     2004 .................................      3,979           240       4,219
     2005 .................................      3,282           103       3,385
     Thereafter ...........................                      474         474
                                              --------      --------    --------
     Total minimum lease payments .........   $133,995      $  3,675    $137,670
                                              ========      ========    ========

The revenue equipment leases generally  include purchase options  exercisable at
the completion of the lease. The Company  recorded gains of  approximately  $1.1
million,  $3.6  million,  and $3.8 million  from the sale of leased  tractors in
2000, 1999, and 1998, respectively.

PURCHASE COMMITMENTS

The  Company  had  commitments  outstanding  to acquire  revenue  equipment  for
approximately $141 million at December 31, 2000. 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.

GUARANTEE

The Company has guaranteed  approximately $7 million of debt of Trans-Mex,  Inc.
S. A. de C. V., a truckload  carrier  within the Republic of Mexico of which the
Company owns 49%.

(10) 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  1,295,300 and 539,475  shares of its common stock during
2000 and 1999 for a total cost of $16.7 million and $8.2 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

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  $478,000,  $305,000  and
$212,000 for 2000, 1999 and 1998, respectively.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


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:

                                                    2000       1999       1998
                                                  --------   --------   --------
     Net earnings .................. As Reported  $ 52,601   $ 66,831   $ 55,511
                                                  ========   ========   ========

                                     Pro forma    $ 51,216   $ 65,928   $ 54,755
                                                  ========   ========   ========

     Basic earnings per share ...... As Reported  $    .83   $   1.04   $    .87
                                                  ========   ========   ========

                                     Pro forma    $    .81   $   1.03   $    .86
                                                  ========   ========   ========

     Diluted earnings per share .... As Reported  $    .82   $   1.02   $    .85
                                                  ========   ========   ========

                                     Pro forma    $    .80   $   1.01   $    .84
                                                  ========   ========   ========

Pro forma net  earnings  reflect  only  options  granted in 1995  through  2000.
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 6.0 million shares of
common stock. Under the 1999 Employee Stock Option Plan the Company may grant up
to 2.25 million 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.

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 1998 through 2000:

                                                         2000     1999     1998
                                                         ----     ----     ----
     Dividend yield .................................      0%       0%       0%
     Expected volatility ............................     45%      45%      45%
     Risk free interest rate ........................    6.5%     6.5%       5%
     Expected lives (days after vesting date) .......     73       62       51

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


A summary of the status of the  Company's  three fixed stock  option plans as of
December 31,  2000,  1999 and 1998,  and changes  during the years then ended on
those dates is presented below:

<TABLE>
<CAPTION>
                                                          2000                      1999                        1998
                                                 ----------------------     -----------------------    -----------------------
                                                               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 ........    3,271,113     $ 7.80      3,825,825      $ 6.84      3,681,360      $ 5.27
     Granted .................................    1,997,450     $11.10         64,000      $15.69        812,400      $10.15
     Exercised ...............................     (181,149)    $ 3.64       (538,533)     $ 1.81       (615,262)     $ 1.55
     Forfeited ...............................     (138,297)    $10.03        (80,179)     $ 8.88        (52,673)     $ 9.82
                                                 ----------                 ---------                  ---------
     Outstanding at end of year ..............    4,949,117     $ 9.22      3,271,113      $ 7.80      3,825,825      $ 6.84
                                                 ==========                 =========                  =========
     Options exercisable at year-end .........      523,452                   319,194                    164,025
                                                 ==========                ==========                 ==========
     Weighted-average fair value of
       options granted during the year ......    $     7.11                $     9.86                 $     7.71
                                                 ==========                ==========                 ==========
</TABLE>

The following table summarizes information about fixed stock options outstanding
at December 31, 2000:

<TABLE>
<CAPTION>
                                                            OPTIONS OUTSTANDING                OPTIONS EXERCISABLE
                                                  ---------------------------------------    -----------------------
                                                                  WEIGHTED-
                                                                   AVERAGE      WEIGHTED-                   WEIGHTED-
                                                                  REMAINING     AVERAGE                     AVERAGE
     RANGE OF EXERCISE PRICES                       NUMBER       CONTRACTUAL    EXERCISE       NUMBER       EXERCISE
     ------------------------                     OUTSTANDING       LIFE         PRICE       EXERCISABLE     PRICE
                                                  -----------       ----         -----       -----------     -----
<S>                                               <C>              <C>          <C>           <C>           <C>
     $1.54 to $5.62 ..........................     1,019,393        3.04         $ 4.18        447,673       $ 3.17
     $5.63 to $10.01 .........................     1,010,836        5.75         $ 9.34         68,029       $ 9.01
     $10.02 to $10.81 ........................       770,663        7.64         $10.07
     $11.10 ..................................     1,956,600        9.40         $11.10          3,000       $11.10
     $11.17 to $18.42 ........................       191,625        7.17         $12.77          4,750       $13.02
                                                   ---------                                   -------
                                                   4,949,117        6.99         $ 9.22        523,452       $ 4.06
                                                   =========                                   =======
</TABLE>

EMPLOYEE STOCK PURCHASE PLAN

Under the 1994 Employee  Stock Purchase Plan, the Company is authorized to issue
up to 4.5 million shares of common stock to full-time  employees,  nearly all of
whom are eligible to  participate.  Under the terms of the Plan,  employees  can
choose each year to have up to 15 percent of their annual base earnings withheld
to purchase the Company's  common stock.  The purchase  price of the stock is 85
percent of the lower of the  beginning-of-period  or end-of-period  (each period
being the first and second six calendar  months) market price.  Each employee is
restricted  to  purchasing  during  each  period a maximum  of  $12,500 of stock
determined by using the  beginning-of-period  price. Under the Plan, the Company
issued 389,966,  235,971 and 240,135 shares to 2,243,  1,856 and 1,351 employees
in 2000,  1999 and 1998,  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:

                                                     2000       1999        1998
                                                     ----       ----        ----
     Dividend yield..............................      0%         0%          0%
     Expected volatility.........................     45%        45%         45%
     Risk free interest rate.....................      6%         6%        4.5%

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


The  weighted-average  fair value of those purchase rights granted in 2000, 1999
and 1998 was $4.19, $5.61 and $3.98 respectively.

(11) INCOME TAXES

Income tax expense consists of:

                                               2000          1999          1998
                                             -------       -------       -------
                                                       (IN THOUSANDS)
     Current expense:
       Federal .........................     $ 9,354       $ 5,944       $20,445
       State ...........................       1,396           939         3,494
                                             -------       -------       -------
                                              10,750         6,883        23,939
                                             -------       -------       -------
     Deferred expense:
       Federal .........................      18,823        29,660        11,435
       State ...........................       2,682         4,227         2,421
                                             -------       -------       -------
                                              21,505        33,887        13,856
                                             -------       -------       -------
                                             $32,255       $40,770       $37,795
                                             =======       =======       =======

The Company's  effective tax rate was 38.0%,  37.9% and 40.5% in 2000,  1999 and
1998,  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,
                                                  ------------------------------
                                                    2000       1999       1998
                                                  --------   --------   --------
                                                          (IN THOUSANDS)
     Computed "expected" tax expense ...........  $ 29,700   $ 37,660   $ 32,657
     Increase in income taxes resulting from:
      State income taxes, net of federal
       income tax benefit.......................     2,620      3,323      4,185
      Enterprise tax credit.....................      (443)      (765)
      Other, net................................       378        552        953
                                                  --------   --------   --------
                                                  $ 32,255   $ 40,770   $ 37,795
                                                  ========   ========   ========

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


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

<TABLE>
<CAPTION>
                                                                                             DECEMBER 31,
                                                                                      --------------------------
                                                                                         2000            1999
                                                                                      ---------        ---------
                                                                                             (IN THOUSANDS)
<S>                                                                                   <C>              <C>
     Deferred tax assets:
      Claims accruals ..............................................................  $  10,720        $  18,140
      Accounts receivable due to allowance for doubtful accounts....................      1,223            1,130
      Nondeductible accruals .......................................................      2,823            2,820
      Other ........................................................................        833              500
                                                                                      ---------        ---------
              Total deferred tax assets ............................................     15,599           22,590
                                                                                      ---------        ---------
     Deferred tax liabilities:
      Property and equipment, principally due to differences in depreciation........   (109,149)        (104,170)
      Prepaid taxes, licenses and permits deducted
       for tax purposes.............................................................    (10,357)          (6,480)
      Other ........................................................................     (3,463)          (3,427)
                                                                                      ---------        ---------
              Total deferred tax liabilities .......................................   (122,969)        (114,077)
                                                                                      ---------        ---------
              Net deferred tax liability ...........................................  $(107,370)       $ (91,487)
                                                                                      =========        =========
</TABLE>

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

                                                             DECEMBER 31,
                                                      -------------------------
                                                         2000            1999
                                                      ---------       ---------
                                                           (IN THOUSANDS)
     Current deferred tax asset ...................   $               $   4,200
     Current deferred tax liability ...............      (7,200)
     Noncurrent deferred tax liability ............    (100,170)        (95,687)
                                                      ---------       ---------
     Net deferred tax liability ...................   $(107,370)      $ (91,487)
                                                      =========       =========

(12) CLAIMS ACCRUALS

The Company's insurance program for liability,  physical damage and cargo damage
involves self-insurance, with varying risk retention levels. Claims in excess of
these risk retention levels are covered by insurance in amounts which management
considers adequate.

Claims accruals  represent  accruals for the uninsured portion of pending claims
at December  31,  2000 and 1999.  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.

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(13) 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,  2000,  the
amounts that will  actually be realized or paid at settlement or maturity of the
instruments could be significantly different.

(14) 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  $4.1  million,  $8.2 million and $7.1 million for 2000,  1999 and
1998, respectively.

(15) RELATED PARTY TRANSACTIONS

The Company  leases  various  properties  from  entities  owned by the principal
stockholder.  Rents paid under these leases  totaled zero,  $72,000 and $135,000
for the years ended December 31, 2000, 1999 and 1998, 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 2000, 1999
and 1998,  the Company  acquired  new  tractors and sold them to this entity for
$25.2 million, $37.2 million and $22.1 million, respectively, and recognized fee
income of $1.4  million,  $2.2 million and $1.3  million,  respectively.  During

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


2000,  1999,  and 1998,  the Company  also sold used  revenue  equipment to this
entity totaling $160,000,  $167,000 and $320,000 respectively,  and recognized a
loss of $12,000 in 2000 and gains of  $17,000  in 1999 and  $69,000 in 1998.  At
December 31, 2000 and 1999, 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  $718,000,  $621,000 and $429,000 for the years
ended December 31, 2000, 1999 and 1998,  respectively.  At December 31, 2000 and
1999,  $50,000  and  $138,000,  respectively,  was owed to this  entity for such
services.

The Company's principal stockholder acquired a significant ownership interest in
a less than truckload  carrier during 1997. The Company provides  transportation
services to this carrier and other entities  owned by the principal  stockholder
and recognized $9.7 million, $10.6 million and $6.1 million in operating revenue
in 2000, 1999 and 1998,  respectively.  At December 31, 2000 and 1999,  $809,000
and $1.8 million,  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 $547,000, $423,000 and $227,000 to the carrier for facilities rental in
2000, 1999 and 1998, respectively.

The  Company's  principal  stockholder  owns an entity  with a fleet of tractors
which operates as a fleet operator for the Company.  During 2000, 1999 and 1998,
the Company paid $33.6  million,  $13.2  million and $17.2 million to this fleet
operator for purchased  transportation  services. At December 31, 2000 and 1999,
$483,000 and $512,000, respectively, was owed for these purchased transportation
services. Also, the Company was paid $1.9 million, $301,000 and $267,000 by this
fleet  operator and paid  $130,000,  $43,000 and $450,000 to this fleet operator
for various services including training in 2000, 1999 and 1998, respectively. At
December  31,  2000 and 1999,  $265,000  and $62,000 was owed to the Company and
zero and $23,000, respectively, was owed by the Company for these services.

The Company purchased $2.4 million of refrigeration units in 2000 from an entity
owned by one of the Company's officers.

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

(16) PENDING MERGER

On December  11,  2000,  the  Company and M.S.  Carriers,  Inc.  (Nasdaq:  MSCA)
announced that they have agreed to a merger in which M.S. Carriers will become a
wholly owned  subsidiary  of Swift.  In the merger,  1.7 shares of the Company's
common stock will be exchanged for each share of M.S. Carriers common stock. The
definitive merger agreement has been approved by the boards of directors of both
companies.  The  merger  is  subject  to  a  number  of  conditions,   including
stockholder  approval of both companies.  The merger is expected to be accounted
for as a pooling of interests  and to be tax-free to the  stockholders  of Swift
and M.S.  Carriers.  Prior to the merger,  Swift expects to offer  approximately
2,000,000  shares  of its  common  stock  and  M.S.  Carriers  expects  to offer
approximately 300,000 shares of its common stock in public offerings.

(17) CONTINGENCIES

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

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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


(18) 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.

(19) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                 FIRST        SECOND       THIRD        FOURTH
                                                QUARTER      QUARTER      QUARTER      QUARTER
                                                --------     --------     --------     --------
                                                       (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                             <C>          <C>          <C>          <C>
     YEAR ENDED DECEMBER 31, 2000
     Operating revenue .....................    $291,522     $316,555     $320,586     $330,008
     Operating income ......................      20,111       30,719       28,818       20,087
     Net earnings ..........................      10,655       16,561       15,316       10,069
     Basic earnings per share ..............         .17          .26          .24          .16
     Diluted earnings per share ............         .17          .26          .24          .16

     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
</TABLE>

                                       40
<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  2001  Annual  Meeting  of  Stockholders  ("the  2001  Notice  and  Proxy
Statement")  incorporated  by  reference  into this Form 10-K  Report.  With the
exception  of the  foregoing  information  and  other  information  specifically
incorporated  by reference  into this Form 10-K Report,  the  Registrant's  2001
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 2001 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 2001 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 2001  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 2001 Notice
and Proxy Statement and is incorporated herein by reference.

                                       41
<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 22-40
                    Notes    to    Consolidated    Financial
                    Statements  of  the  Company,  including
                    Consolidated   Balance   Sheets   as  of
                    December  31,  2000 and 1999 and related
                    Consolidated   Statements  of  Earnings,
                    Stockholders'  Equity and Cash Flows for
                    each  of the  years  in  the  three-year
                    period ended December 31, 2000

          (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

          A report on Form 8-K was  filed on  December  26,  2000.  This  filing
          described the announced  merger  agreement  with M.S.  Carriers  dated
          December 11, 2000.

     (c)  Exhibits.

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

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

 3.2    Bylaws of the Registrant                                              Incorporated  by  reference  to Exhibit 3.2 of the
                                                                              Registrant's  Registration  Statement  on Form S-3
                                                                              (Registration No. 33-66034)
</TABLE>
                                         42
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                                       PAGE OR
NUMBER                        DESCRIPTION                                                  METHOD OF FILING
------                        -----------                                                  ----------------
<S>     <C>                                                                  <C>
 4.1    Specimen of Common Stock Certificate                                  Incorporated  by  reference  to  Exhibit  4 of the
                                                                              Company's  Annual Report on Form 10-K for the year
                                                                              ended December 31, 1992 (the "1992 Form 10-K")

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

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

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

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

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

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

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

10.6    Note  agreement  dated January 16, 1997 by and between Swift          Incorporated  by reference to Exhibit 10.11 of the
        Transportation  Co.,  Inc. and Wells Fargo Bank,  N.A.,  ABN          Company's  Annual Report on Form 10-K for the year
        Amro  Bank  N.V.,  The  Chase  Manhattan  Bank and The First          ended December 31,1996 (the "1996 Form 10-K")
        National Bank of Chicago.

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

10.8    First Modification Agreement to Note Agreement dated January          Incorporated  by Reference to Exhibit 10.13 of the
        16, 1997 by and between Swift  Transportation  Co., Inc. and          Company's  Quarterly  Report  on Form 10-Q for the
        Wells  Fargo  Bank,  N.A.,  ABN Amro  Bank  N.V.,  The Chase          quarter ended  September 30, 1998 (the "1998 Third
        Manhattan Bank and The First National Bank of Chicago                 Quarter Form 10-Q")
 </TABLE>
                                       43
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                                          PAGE OR
NUMBER                        DESCRIPTION                                                  METHOD OF FILING
------                        -----------                                                  ----------------
<S>     <C>                                                                  <C>
 10.9   Second  Modification   Agreement  to  Note  Agreement  dated          Incorporated  by reference to Exhibit 10.14 of the
        January 17, 1997 by and between  Swift  Transportation  Co.,          1998 Third Quarter Form 10-Q
        Inc.  and Wells Fargo Bank,  N.V.,  ABN Amro Bank N.V.,  The
        First National Bank of Chicago,  Norwest Bank Arizona, N.A.,
        Keybank  National  Association and Union Bank of California, N.A.

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

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

 10.12  Receivables  Sales  Agreement  Dated As Of December 30, 1999          Incorporated  by reference to Exhibit 10.16 of the
        Among Swift Receivables  Corporation,  Swift  Transportation          Company's  Annual Report on Form 10-K for the year
        Corporation,  ABN AMRO  Bank  N.V.,  and  Amsterdam  Funding          ended December 31, 1999 (the "1999 Form 10-K")
        Corporation

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

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

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

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

 10.17  First Amendment Dated December 28, 2000 to Receivables  Sale          Filed herewith
        Agreement   Dated  As  Of  December  30,  1999  Among  Swift
        Receivables Corporation,  Swift Transportation  Corporation,
        ABN AMRO Bank N.V., and Amsterdam Funding Corporation

 11     Schedule of computation of net earnings per share                     Filed herewith

 21     Subsidiaries of Registrant                                            Filed herewith

 23     Consent of KPMG LLP                                                   Filed herewith
</TABLE>

----------
* 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, 2001.

                                        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, 2001
------------------------     President and Chief Executive
Jerry C. Moyes               Officer (Principal Executive
                             Officer)

/s/ William F. Riley III     Senior Executive Vice President,     March 20, 2001
------------------------     Secretary, Chief Financial Officer
William F. Riley III         and Director

/s/ Stephen J. Lyding        Chief Accounting Officer             March 20, 2001
------------------------
Stephen J. Lyding

/s/ Rodney K. Sartor         Executive Vice President and         March 20, 2001
------------------------     Director
Rodney K. Sartor

/s/ Lou A. Edwards           Director                             March 20, 2001
------------------------
Lou A. Edwards

/s/ Alphonse E. Frei         Director                             March 20, 2001
------------------------
Alphonse E. Frei

/s/ Earl H. Scudder, Jr.     Director                             March 20, 2001
------------------------
Earl H. Scudder, Jr.

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