SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

For the fiscal year ended December 31, 2001

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

For the transition period from ___________ to ____________

Commission File No. 0-18605

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

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

2200 South 75th Avenue Phoenix, AZ 85043
(Address of principal executive offices) (Zip Code)

(602) 269-9700
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.001 par value Nasdaq National Market

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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

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

DOCUMENTS INCORPORATED BY REFERENCE

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

Exhibit Index at page 45
Total pages 49

TABLE OF CONTENTS

Page
----
PART I

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

PART II

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

PART III

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

PART IV

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

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

PART I

ITEM 1. BUSINESS

GENERAL

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

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

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

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

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

OPERATING STRATEGY

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

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

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

GROWTH STRATEGY

Major shippers continue to reduce the number of carriers they use for their
regular freight needs. This has resulted in a relatively small number of
financially stable "core carriers" and has contributed to consolidation in the
truckload industry in recent years. The truckload industry remains highly
fragmented, and management believes that overall growth in the truckload
industry and continued industry consolidation will present opportunities for
well managed, financially stable carriers such as Swift to expand. The Company
intends to take advantage of growth opportunities through a combination of
internal growth and selective acquisitions.

The key elements of Swift's growth strategy are:

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

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

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

OPERATIONS

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

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

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

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

Swift's larger terminals are staffed with terminal managers, driver managers and
customer service representatives. Terminal managers work with both the fleet
managers and the customer service representatives, as well as other operations
personnel, to coordinate the needs of both customers and drivers. Terminal
managers are also responsible for soliciting new customers and serving existing
customers in their areas. Each driver manager is responsible for the general
operation of approximately 30 trucks and their drivers, including driver
retention, productivity per truck, routing, fuel consumption, safety and
scheduled maintenance. Customer service representatives are assigned specific
customers to ensure specialized, high-quality service and frequent customer
contact.

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

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

ACQUISITIONS

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

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

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

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

REVENUE EQUIPMENT

Swift acquires premium tractors to help attract and retain drivers, promote safe
operations and minimize maintenance and repair costs. Management believes the
higher initial investment is recovered through improved resale value, improved
fuel economy and reduced maintenance costs.

The following table shows the type and age of Company-owned and leased equipment
at December 31, 2001:

57', 53' AND SETS OF FLATBED SPECIALIZED
MODEL YEAR TRACTORS (1) 48' VANS DOUBLE VANS TRAILERS TRAILERS
---------- ----------- -------- ----------- -------- --------

2002.................. 1,704 1,069 189 231
2001.................. 2,169 4,706 235 222
2000.................. 4,272 10,711 85 148
1999.................. 2,805 8,810 52 60
1998.................. 1,113 5,534 20 2
1997.................. 343 4,699 156 96
1996.................. 83 3,431 149
1995 and prior........ 259 4,185 483 312 144
------- ------- ---- ------ ----
Total...... 12,748 43,145 483 1,198 903
======= ======= ==== ====== ====

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

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

Swift has installed Qualcomm onboard, two-way vehicle satellite communication
systems in the majority of its tractors. This communication system links drivers
to regional terminals and corporate headquarters, allowing Swift to rapidly
alter its routes in response to customer requirements and to eliminate the need
for driver stops to report problems or delays. This system allows drivers to
inform dispatchers and driver managers of the status of routing, loading and
unloading or the need for emergency repairs. Swift believes the communications
system improves fleet control, the quality of customer service and driver

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

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

MARKETING AND CUSTOMERS

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

Swift maintains a strong commitment to marketing. Swift has assigned a member of
senior management to each of its largest customers to ensure a high level of
customer support. Swift solicits new customers from its Phoenix, Arizona
headquarters and each of its regional terminals through a marketing staff of
approximately 50 persons. Once a customer relationship has been established,
regional customer service representatives maintain contact and solicit
additional business. Swift concentrates on attracting non-cyclical customers
that regularly ship multiple loads from locations that complement existing
traffic flows. Customer shipping point locations are regularly monitored and, as
shipping patterns of existing customers expand or change, Swift attempts to
obtain additional customers that will complement the new traffic flow. This
strategy enables Swift to maximize equipment utilization.

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

DRIVERS AND EMPLOYEES

All Swift drivers must meet or exceed specific guidelines relating primarily to
safety records, driving experience and personal evaluations, including a
physical examination and mandatory drug testing. Upon being hired, a driver is
trained in all phases of Swift's policies and operations, safety techniques, and
fuel efficient operation of the equipment. All new drivers must pass a safety
test and have a current Commercial Drivers License. In addition, Swift has
ongoing driver efficiency and safety programs to ensure that its drivers comply
with its safety procedures.

Senior management is actively involved with the development and retention of
drivers. Recognizing the need for qualified drivers. Swift has contracted with
driver-training schools which are managed by outside organizations as well as
local community colleges throughout the country. Candidates for the schools must
be at least 23 years old (21 years old with military service), with a high
school education or equivalent, pass a basic skills test and pass the U.S.
Department of Transportation ("DOT") physical examination, which includes drug
and alcohol screening. Students are required to complete three weeks of
classroom study and driving range time and a six to eight week, on-the-road
training program.

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

Swift believes its innovative driver-training programs, driver compensation,
regionalized operations, driver tracking and late-model equipment provide
important incentives to attract and retain qualified drivers. Although Swift has
had no significant downtime due to inability to secure qualified drivers, no
assurance can be given that a shortage of qualified drivers will not adversely
affect the Company in the future.

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

SAFETY

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

FUEL

In order to reduce fuel costs, the Company purchases approximately 74% of its
fuel in bulk at 31 of its 36 terminals. Swift stores fuel in underground storage
tanks at two of its bulk fueling terminals and in above ground storage tanks at
its other bulk fueling terminals. The Company believes that it is in substantial
compliance with applicable environmental laws and regulations. Shortages of
fuel, increases in fuel prices or rationing of petroleum products could have a
material adverse effect on the operations and profitability of the Company. From
time to time, the Company, in response to increases in fuel costs, has
implemented fuel surcharges to pass on to its customers all or substantially all
of increased fuel costs. However, there can be no assurance that such fuel
surcharges could be used to offset future increases in fuel prices. The Company
believes that its most effective protection against fuel cost increases is to
maintain a fuel efficient fleet and to implement fuel surcharges when such
option is necessary and available. The Company generally has not used
derivative-type products as a hedge against higher fuel costs in the past but
continues to evaluate this possibility.

COMPETITION

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

REGULATION

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

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.

ITEM 2. PROPERTIES

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

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

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

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

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to routine litigation incidental to its business,
primarily involving claims for personal injury or property damage incurred in
the transportation of freight. The Company's insurance program for liability,
physical damage and cargo damage involves self-insurance with varying risk
retention levels. Claims in excess of these risk retention levels are covered by
insurance in amounts which management considers to be adequate. The Company is
not aware of any claims or threatened claims that might have a material adverse
effect on the Company's financial condition.

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

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

PART II

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

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

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

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

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

The Company has not paid cash dividends on its common stock in either of the two
preceding fiscal years and one of the Company's notes payable includes
limitations on the payment of cash dividends. It is the current intention of
management to retain earnings to finance the growth of the Company's business.
Future payment of cash dividends will depend upon the financial condition,
results of operations, and capital requirements of the Company, as well as other
factors deemed relevant by the Board of Directors.

FACTORS THAT MAY AFFECT FUTURE STOCK PERFORMANCE

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

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

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

ITEM 6. SELECTED FINANCIAL AND OPERATING DATA

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

YEARS ENDED DECEMBER 31,
------------------------------------------------------------------
2001 2000 1999 1998(2) 1997(1)
---------- ---------- ---------- ---------- ----------
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AND PER MILE AMOUNTS)

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

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

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

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

(4) Excludes fuel surcharge revenue.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

POOLING OF INTERESTS

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

In addition, the results for 2001 include:

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

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

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

OVERVIEW

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

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

Management believes the industry trend towards financially stable "core
carriers" will continue and result in continued industry consolidation. In
response to this trend, the Company continues to expand its total fleet with
15,796 tractors as of December 31, 2001 compared to 10,551 tractors as of
December 31, 1998. See "Business -- General." During this same period, the
Company's owner operator fleet has expanded to 3,048 as of December 31, 2001
from 2,228 as of December 31, 1998. This fleet growth was accomplished through a
combination of internal growth and strategic acquisitions. See
"Business--General".

RESULTS OF OPERATIONS

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

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

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

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

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

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

From time to time the industry has experienced shortages of qualified drivers.
If such a shortage were to occur over a prolonged period and increases in driver
pay rates were to occur in order to attract and retain drivers, the Company's
results of operations would be negatively impacted to the extent that
corresponding rate increases were not obtained.

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

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

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

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

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

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

The Company's insurance program for liability, physical damage and cargo damage
involves self-insurance with varying risk retention levels. Claims in excess of
these risk retention levels are covered by insurance in amounts which management
considers adequate. The Company accrues the estimated cost of the uninsured
portion of pending claims. These accruals are estimated based on management's
evaluation of the nature and severity of individual claims and an estimate of
future claims development based on historical claims development trends.
Insurance and claims expense will vary as a percentage of operating revenue from
period to period based on the frequency and severity of claims incurred in a
given period, changes in claims development trends and insurance premium rate
increases. The Company experienced increases in insurance premium rates in 2001
and expects further increases in such rates in 2002.

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

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

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

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

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

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

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

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

Salaries, wages and employee benefits represented 34.2% of operating revenue for
the year ended December 31, 2000 compared with 33.5% for 1999. The increase is
due to a significant driver wage increase by M.S. Carriers in March 2000 and
lower logistics revenue as a result of the transfer to Transplace. Partially
offsetting these factors was a decrease in the accrual for the Company's 401(k)
profit sharing contribution and an increase in the portion of revenues generated
by owner operators.

Fuel expenses represented 13.4% and 10.3% of operating revenue in 2000 and 1999,
respectively. The increase in fuel as a percentage of revenue is due primarily
to increased fuel prices and offset by the impact of an increase in the miles
generated by the owner operator fleet.

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

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

Insurance and claims expense represented 2.7% and 2.9% of operating revenue in
the years ended December 31, 2000 and 1999, respectively. The Company's
insurance program for liability, physical damage and cargo damage involves
self-insurance with varying risk retention levels. Claims in excess of these
risk retention levels are covered by insurance in amounts which management
considers adequate. The Company accrues the estimated cost of the uninsured
portion of pending claims. These accruals are estimated based on management's
evaluation of the nature and severity of individual claims and an estimate of
future claims development based on historical claims development trends.
Insurance and claims expense will vary as a percentage of operating revenue from
period to period based on the frequency and severity of claims incurred in a
given period as well as changes in claims development trends.

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

The Company anticipates that it will expend approximately $65 million in 2002
for various facilities upgrades and acquisition and development of terminal
facilities. Factors such as costs and opportunities for future terminal
expansions may change the amount of such expenditures.

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

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

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

INFLATION

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

unless freight rates could be increased correspondingly. However, the effect of
inflation has been minimal over the past three years.

SEASONALITY

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

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

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

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

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

(signed) KPMG LLP
March 21, 2002

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

DECEMBER 31,
-----------------------
ASSETS 2001 2000
---------- ----------

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

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

DECEMBER 31,
-----------------------
LIABILITIES AND STOCKHOLDERS' EQUITY 2001 2000
---------- ----------

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

Stockholders' equity:
Preferred stock, par value $.001 per share
authorized 1,000,000 shares; none issued
Common stock, par value $.001 per share
authorized 150,000,000 shares; issued 89,049,519 and
85,375,733 shares in 2001 and 2000, respectively ............. 89 85
Additional paid-in capital ...................................... 249,410 198,904
Retained earnings ............................................... 523,892 496,671
---------- ----------
773,391 695,660
Less:
Treasury stock, at cost (3,157,850 shares) ...................... 37,935 37,935
Other equity items .............................................. 253 2,846
---------- ----------
Total stockholders' equity ............................. 735,203 654,879
---------- ----------

Commitments and contingencies ...................................
$1,556,096 $1,573,463
========== ==========

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

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

YEARS ENDED DECEMBER 31,
-----------------------------------------
2001 2000 1999
----------- ----------- -----------

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

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

Diluted earnings per share ..................... $ .32 $ .82 $ 1.12
=========== =========== ===========

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

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

COMMON STOCK ADDITIONAL TOTAL
---------------------- PAID-IN RETAINED TREASURY OTHER STOCKHOLDERS'
SHARES PAR VALUE CAPITAL EARNINGS STOCK EQUITY EQUITY
----------- --------- --------- --------- --------- -------- ---------

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

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

YEARS ENDED DECEMBER 31,
--------------------------------------
2001 2000 1999
---------- ---------- ----------

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

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(IN THOUSANDS)

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

See accompanying notes to consolidated financial statements.

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001, 2000 AND 1999

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

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

PRINCIPLES OF CONSOLIDATION

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

CASH AND CASH EQUIVALENTS

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

INVENTORIES AND SUPPLIES

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

PROPERTY AND EQUIPMENT

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

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

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

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

GOODWILL

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

REVENUE RECOGNITION

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

INCOME TAXES

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

USE OF ESTIMATES

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

ACCOUNTING STANDARDS NOT YET ADOPTED BY THE COMPANY

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

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

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

(2) POOLING OF INTERESTS

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

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

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

(3) ACCOUNTS RECEIVABLE

Accounts receivable consists of:

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

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

The schedule of allowance for doubtful accounts is as follows:

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

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

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

(4) ASSETS HELD FOR SALE

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

less costs to sell. In February 2000, the Company sold a portion of the assets
held for sale which relate to the Company's former corporate headquarters. There
was no gain or loss on the sale of these assets. In December 2000, the Company
recorded an adjustment to reduce the carrying value of these assets by $450,000
to reflect the effect of a pending sale of the remaining assets. In January
2001, the Company sold the remainder of the assets held for sale. The Company
received $1,000,000 and a non interest-bearing note for $1,900,000. Under the
terms of the note, a $1,000,000 payment is due February 2002 and the balance is
due February 2003.

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

(5) EQUITY INVESTMENT AND NOTE RECEIVABLE -TRANSPLACE

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

The Company has contributed its Transportation Logistics Business along with
associated intangible assets and Transplace.com commenced operations on July 1,
2000. The Company also has contributed $10,000,000 to Transplace.com. The
Company's interest in Transplace.com, which is accounted for using the equity
method, is approximately 29%. The Company recorded an equity (loss) earnings of
($3.0) and $0.5 million in other expense during the years ending December 31,
2001and 2000, respectively for Transplace.

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

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

(6) EQUITY INVESTMENT - TRANSPORTES EASO

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(7) ACCRUED LIABILITIES

Accrued liabilities consists of:

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

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

(8) ACCOUNTS RECEIVABLE SECURITIZATION

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

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

(9) BORROWINGS UNDER REVOLVING LINES OF CREDIT

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

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

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

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(10) LONG-TERM DEBT

Long-term debt consists of the following:

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

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

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

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

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

(11) CAPITAL LEASES

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

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

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

(12) DERIVATIVE FINANCIAL INSTRUMENTS

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

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

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

(13) COMMITMENTS

OPERATING LEASES

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

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

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

PURCHASE COMMITMENTS

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

GUARANTEES

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

(14) EARNINGS PER SHARE

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

YEAR ENDED DECEMBER 31,
------------------------------
2001 2000 1999
-------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net earnings ................................................... $ 27,221 $ 68,943 $ 97,418
======== ======== ========
Weighted average shares:
Common shares outstanding for basic earnings per share ......... 83,781 82,627 84,974
Equivalent shares issuable upon exercise of stock options ...... 1,937 1,051 2,102
-------- -------- --------
Diluted shares ................................................. 85,718 83,678 87,076
======== ======== ========

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

Diluted earnings per share ..................................... $ .32 $ .82 $ 1.12
======== ======== ========

(15) PUBLIC STOCK OFFERING

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

(16) STOCKHOLDERS' EQUITY

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

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

STOCK COMPENSATION PLANS

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

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

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

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

STOCK OPTION PLANS

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

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

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

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

2001 2000 1999
------------------------ ------------------------ ------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
----------- --------- ----------- --------- ----------- ---------

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

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

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------- ------------------------
WEIGHTED-
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- ------------------------ ----------- ----------- --------- ----------- ---------

$3.15 to $10.01................. 1,656,225 3.95 $ 7.57 497,202 $ 6.02
$10.02 to $10.81................ 974,871 6.07 $10.19 228,641 $10.59
$11.10.......................... 1,915,100 8.40 $11.10 6,000 $11.10
$11.17 to $18.42 ............... 1,424,343 6.51 $14.12 838,256 $13.42
$18.79 to $20.15................ 171,700 7.26 $19.45 170,850 $19.45
---------- ----------
6,142,239 6.36 $10.94 1,740,949 $11.52
========== ==========

EMPLOYEE STOCK PURCHASE PLAN

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

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

(17) INCOME TAXES

Income tax expense consists of:

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

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

YEARS ENDED DECEMBER 31,
--------------------------------
2001 2000 1999
-------- -------- --------
(IN THOUSANDS)

Computed "expected" tax expense .............................. $ 15,879 $ 38,505 $ 54,258
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal
income tax benefit ....................................... 1,250 2,953 4,532
Enterprise tax credit ...................................... (443) (765)
Nondeductible portion of EASO investment adjustment ........ 1,951
Other, net ................................................. (932) 56 (420)
-------- -------- --------
$ 18,148 $ 41,071 $ 57,605
======== ======== ========

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

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

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

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

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

(18) CLAIMS ACCRUALS

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

Claims accruals represent accruals for the uninsured portion of pending claims
at December 31, 2001 and 2000. The current portion reflects the amounts of
claims expected to be paid in the following year. These accruals are estimated
based on management's evaluation of the nature and severity of individual claims
and an estimate of future claims development based on the Company's past claims
experience. Claims accruals also include accrued medical expenses under the
Company's group medical insurance program.

(19) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

CASH

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

ACCOUNTS RECEIVABLES AND PAYABLES

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

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

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

LIMITATIONS

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

(20) EMPLOYEE BENEFIT PLANS

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

(21) RELATED PARTY TRANSACTIONS

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

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

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

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

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

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

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

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

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

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

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

(22) CONTINGENCIES

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

(23) INDUSTRY SEGMENT INFORMATION

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

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

SWIFT TRANSPORTATION CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

YEAR ENDED DECEMBER 31,
(IN THOUSANDS)

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

(24) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

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

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

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

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

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

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

ITEM 11. EXECUTIVE COMPENSATION

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

(a) Financial Statements and Schedules.

(i) Financial Statements

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

(1) Report of KPMG LLP Page 22

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

(ii) Financial Statement Schedules

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

(b) Reports on Form 8-K

None.

EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------

2.1 Merger Agreement, dated as of December Incorporated by reference to Exhibit
11, 2000, among Swift Transportation Co., 2.1 of the Registrant's Current Report
Inc., a Nevada corporation, Sun Merger, Inc., on Form 8-K dated December 11, 2000
a Tennessee corporation and wholly-owned (the "12/11/2000 8-K")
subsidiary of Swift Transportation Co., Inc.,
and M.S. Carriers, Inc., a Tennessee corporation

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

EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------

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

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

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

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

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

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

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

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

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

EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------

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

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

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

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

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

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

EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------

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

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

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

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

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

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

21 Subsidiaries of Registrant Filed herewith

23.1 Consent of KPMG LLP Filed herewith

23.2 Consent of Ernst & Young LLP Filed herewith

24 Powers of Attorney Filed herewith

99 Report of Ernst & Young LLP Filed herewith

* Indicates a compensation plan

SIGNATURES

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

SWIFT TRANSPORTATION CO., INC.,
a Nevada corporation

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

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

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

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

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

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

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

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

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

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

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

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

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

S-1