SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-18605
SWIFT TRANSPORTATION CO., INC.
(Exact name of registrant as specified in its charter)
Nevada 86-0666860
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2200 South 75th Avenue
Phoenix, AZ 85043
(602) 269-9700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date (May 13, 2002)
Common stock, $.001 par value: 86,398,336 shares
PART I
FINANCIAL INFORMATION
PAGE
NUMBER
------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2002
(unaudited) and December 31, 2001 3-4
Condensed Consolidated Statements of Earnings (unaudited) for
the Three Month Periods Ended March 31, 2002 and 2001 5
Condensed Consolidated Statements of Cash Flows (unaudited) for
the Three Month Periods Ended March 31, 2002 and 2001 6-7
Notes to Condensed Consolidated Financial Statements 8-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-13
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
PART II
OTHER INFORMATION
Items 1, 2, 3, 4 and 5. Not applicable
Item 6. Exhibits and Reports on Form 8-K 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2002 2001
---------- ----------
(UNAUDITED)
ASSETS
Current assets:
Cash $ 5,261 $ 14,151
Accounts receivable, net 276,735 248,725
Equipment sales receivable 14,552 2,107
Inventories and supplies 12,364 11,682
Prepaid taxes, licenses and insurance 31,494 26,881
Deferred income taxes 13,932 13,932
---------- ----------
Total current assets 354,338 317,478
---------- ----------
Property and equipment, at cost:
Revenue and service equipment 1,388,682 1,401,646
Land 42,808 42,852
Facilities and improvements 207,197 197,681
Furniture and office equipment 66,958 66,319
---------- ----------
Total property and equipment 1,705,645 1,708,498
Less accumulated depreciation and amortization 506,557 501,853
---------- ----------
Net property and equipment 1,199,088 1,206,645
---------- ----------
Investment in Transplace 6,324 7,517
Notes receivable from Trans-Mex 5,695 3,475
Other assets 15,654 12,081
Goodwill 8,900 8,900
---------- ----------
$1,589,999 $1,556,096
========== ==========
See accompanying notes to condensed consolidated financial statements.
CONTINUED
3
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2002 2001
---------- ----------
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 54,343 $ 57,229
Accrued liabilities 68,947 58,925
Current portion of claims accruals 45,370 48,416
Current portion of long-term debt 3,468 3,546
Current portion of obligations under capital leases 69,837 57,661
Borrowings under line of credit 136,500
Securitization of accounts receivable 118,000 116,000
---------- ----------
Total current liabilities 496,465 341,777
---------- ----------
Borrowings under line of credit 117,000
Long-term debt, less current portion 9,730 16,340
Obligations under capital leases 65,616 90,146
Claims accruals, less current portion 63,775 55,975
Deferred income taxes 201,520 195,605
Fair value of interest rate swaps 2,693 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; 89,539,567 and
89,049,519 shares issued at March 31, 2002 and
December 31, 2001, respectively 89 89
Additional paid-in capital 254,744 249,410
Retained earnings 533,302 523,892
---------- ----------
788,135 773,391
Less:
Treasury stock, at cost (3,157,850 shares) 37,935 37,935
Other equity items 253
---------- ----------
Total stockholders' equity 750,200 735,203
---------- ----------
Commitments and contingencies
$1,589,999 $1,556,096
========== ==========
See accompanying notes to condensed consolidated financial statements.
4
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
THREE MONTHS ENDED MARCH 31,
----------------------------
2002 2001
--------- ---------
Operating revenue $ 475,780 $ 509,594
Operating expenses:
Salaries, wages and employee benefits 180,905 192,724
Operating supplies and expenses 41,652 44,384
Fuel 54,316 71,030
Purchased transportation 83,738 91,782
Rental expense 22,194 23,862
Insurance and claims 19,380 17,193
Depreciation and amortization 36,717 35,006
Communication and utilities 7,171 6,890
Operating taxes and licenses 11,955 13,046
--------- ---------
Total operating expenses 458,028 495,917
--------- ---------
Operating income 17,752 13,677
Other (income) expenses:
Interest expense 2,307 12,996
Interest income (287) (290)
Other 407 509
--------- ---------
Other (income) expenses, net 2,427 13,215
--------- ---------
Earnings before income taxes 15,325 462
Income taxes 5,915 203
--------- ---------
Net earnings $ 9,410 $ 259
========= =========
Basic earnings per share $ .11 $ .00
========= =========
Diluted earnings per share $ .11 $ .00
========= =========
See accompanying notes to condensed consolidated financial statements.
5
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31,
----------------------------
2002 2001
-------- --------
Cash flows from operating activities:
Net earnings $ 9,410 $ 259
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 36,646 35,159
Deferred income taxes 5,915 851
Provision for losses on accounts receivable 2,629 300
Amortization of deferred compensation 209 141
Fair market value of interest rate swaps (1,357) 3,040
Increase (decrease) in cash resulting from changes in:
Accounts receivable (30,019) (5,165)
Inventories and supplies (682) (21)
Prepaid expenses (4,613) 160
Other assets 7,891 3,665
Accounts payable, accrued liabilities and claims accruals 9,605 5,458
-------- --------
Net cash provided by operating activities 35,634 43,847
-------- --------
Cash flows from investing activities:
Proceeds from sale of property and equipment 22,074 12,778
Capital expenditures (65,683) (40,392)
Repayment of note receivable 1,000 3,200
Notes receivable (11,604)
Payments received on equipment sale receivables 2,107 5,799
-------- --------
Net cash used in investing activities (52,106) (18,615)
-------- --------
See accompanying notes to condensed consolidated financial statements.
CONTINUED
6
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31,
----------------------------
2002 2001
-------- --------
Cash flows from financing activities:
Repayments of long-term debt (19,043) (9,463)
Borrowings under line of credit 75,500
Repayments of borrowings under line of credit (56,000) (18,545)
Change in borrowings under accounts receivable securitization 2,000 (12,000)
Proceeds from issuance of common stock under stock option
and stock purchase plans 5,125 1,473
-------- --------
Net cash provided by (used in) financing activities 7,582 (38,535)
-------- --------
Net decrease in cash (8,890) (13,303)
Cash at beginning of period 14,151 19,638
-------- --------
Cash at end of period $ 5,261 $ 6,335
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 3,919 $ 5,358
Income taxes $ 3,099
Supplemental schedule of noncash investing and financing activities:
Equipment sales receivables $ 14,552 $ 2,749
Note receivable from property sale $ 1,715
Direct financing for purchase of equipment $ 2,421
See accompanying notes to condensed consolidated financial statements.
7
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The condensed consolidated financial statements include the accounts of
Swift Transportation Co., Inc., a Nevada holding company, and its
wholly-owned subsidiaries (the Company). All significant intercompany
balances and transactions have been eliminated.
These consolidated financial statements include the accounts of M.S.
Carriers, Inc. ("M.S. Carriers"), which merged with a subsidiary of the
Company on June 29, 2001 (the "Merger"). Upon completion of the Merger,
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.
The financial statements have been prepared in accordance with generally
accepted accounting principles, pursuant to rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
accompanying financial statements include all adjustments which are
necessary for a fair presentation of the results for the interim periods
presented. Certain information and footnote disclosures have been condensed
or omitted pursuant to such rules and regulations. These condensed
consolidated financial statements and notes thereto should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001. Results of operations in interim periods are not
necessarily indicative of results to be expected for a full year.
Note 2. Contingencies
The Company is involved in certain claims and pending litigation arising
from the normal course of business. Based on the knowledge of the facts
and, in certain cases, opinions of outside counsel, management believes the
resolution of claims and pending litigation will not have a material
adverse effect on the financial condition of the Company.
Note 3. Receivable - Trans-Mex
The Company has advanced $5.7 million to Trans-mex, Inc. S.A. de C. V., a
Mexican corporation of which the Company owns 49%. These loans, which are
secured by equipment, bear interest at prime plus 2% with monthly payments
of interest plus amortization of the principal over five years.
8
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 4. Earnings Per Share
The computation of basic and diluted earnings per share is as follows:
THREE MONTHS ENDED MARCH 31,
----------------------------
2002 2001
------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net earnings $ 9,410 $ 259
======= =======
Weighted average shares:
Common shares outstanding for basic earnings per share 86,108 82,335
Equivalent shares issuable upon exercise of stock options 1,860 2,217
------- -------
Diluted shares 87,968 84,552
======= =======
Basic earnings per share $ .11 $ .00
======= =======
Diluted earnings per share $ .11 $ .00
======= =======
Note 5. Accounting Standards Adopted by the Company
The Company adopted Statement of Financial Standards No. 142 "Goodwill and
Other Intangible Assets" on January 1, 2002. This standard eliminates
amortization of goodwill and replaces it with a test for impairment. The
Company has $8.9 million of goodwill. The Company amortized $359,000 of
goodwill for the three months ended March 31, 2001.
9
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements. The words
"believe," "expect," "anticipate," and "project," and similar expressions
identify forward-looking statements, which speak only as of the date the
statement was made. Such forward-looking statements are within the meaning of
that term in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements may
include, but are not limited to, projections of revenues, income, or loss,
capital expenditures, plans for future operations, financing needs or plans, the
impact of inflation and plans relating to the foregoing.
Statements in Exhibit 99 to this Quarterly Report on Form 10-Q and in the
Company's Annual Report on Form 10-K, including Notes to the Consolidated
Financial Statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," describe factors, among others, that could
cause actual results or events to differ materially from those expressed in
forward-looking statements. Additional factors that could contribute to or cause
such differences are set forth in "Business" and "Market for the Registrant's
Common Stock and Related Stockholder Matters" in the Company's Annual Report on
Form 10-K.
POOLING OF INTERESTS
On June 29, 2001, the Company acquired M.S. Carriers, Inc. ("M.S.
Carriers") through the merger of a wholly owned subsidiary of the Company with
and into M.S. Carriers (the "Merger"). Upon completion of the Merger, M.S.
Carriers became a wholly owned subsidiary of the Company. 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.
OVERVIEW
See Note 5 to the financial statements for discussion of accounting
standards adopted by the Company.
Although the trend in the truckload segment of the motor carrier industry
over the past several years has been towards consolidation, the truckload
industry remains highly fragmented. Management believes the industry trend
towards financially stable "core carriers" will continue and result in continued
industry consolidation. The Company expanded its fleet with an increase of 95
tractors to 15,486 tractors as of March 31, 2002 up from 15,391 tractors as of
March 31, 2001. The owner operator portion of the Company's fleet decreased to
3,204 as of March 31, 2002 from 3,463 as of March 31, 2001.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001
Operating revenue decreased $33.8 million or 6.6% to $475.8 million for the
three months ended March 31, 2002 from $509.6 million for the corresponding
period of 2001. The first quarter of 2002 includes $2.7 million of fuel
surcharge revenue versus $18.5 million in 2001. Excluding this fuel surcharge
revenue, the decrease in revenues would have been 3.7%. The decrease in
operating revenue, net of the impact of surcharge revenue, primarily resulted
from the reduced number of trucks operated by the Company during the first
quarter of 2002 as compared to the same period in 2001. The Company began the
10
first quarter of 2002 with approximately 650 trucks without drivers. The number
of unmanned trucks has since been reduced to approximately 300. In addition, the
Company operated during the first quarter of 2002 with more than 300 fewer owner
operators than the first quarter of 2001.
The Company's operating ratio (operating expenses expressed as a percentage
of operating revenue) for the first quarter of 2002 was 96.3% compared to 97.3%
in the comparable period of 2001. The Company's operating ratio for the three
months ended March 31, 2002 decreased as a result of decreases in certain
components of operating expenses as a percentage of operating revenue as
discussed below. The Company's empty mile factor for linehaul operations was
14.95% and 15.72% and average loaded linehaul revenue per mile (excluding fuel
surcharge) was $1.4171 and $1.4178 in the first quarter of 2002 and 2001,
respectively.
Salaries, wages and employee benefits represented 38.0% of operating
revenue for the three months ended March 31, 2002 compared with 37.8% in 2001.
Although the majority of our salaries, wages and employee benefits are variable,
the fixed portion will cause an increase in this percentage when operating
revenue decreases.
From time to time the industry has experienced shortages of qualified
drivers. If such a shortage were to occur over a prolonged period and increases
in driver pay rates were needed in order to attract and retain drivers, the
Company's results of operations would be negatively affected to the extent that
corresponding freight rate increases were not obtained.
Fuel as a percentage of operating revenue was 11.4% for the first quarter
of 2002 versus 13.9% in 2001. The decrease is primarily due to actual fuel cost
per gallon decreasing by approximately 28 cents per gallon (21%) in the first
quarter of 2002 versus the first quarter of 2001.
Increases in fuel costs, to the extent not offset by rate increases or fuel
surcharges, would have an adverse effect on the operations and profitability of
the Company. Management believes the most effective protection against fuel cost
increases is to maintain a fuel efficient fleet and to implement fuel surcharges
when such option is necessary and available. The Company currently does not use
derivative-type hedging products.
Purchased transportation as a percentage of operating revenue was 17.6% for
the three months ended March 31, 2002 compared to 18.0% in 2001. The decrease is
primarily due to a reduction in the owner operator portion of the fleet.
Rental expense as a percentage of operating revenue was 4.7% for the first
quarter of 2002 and 2001. At March 31, 2002 and 2001, leased tractors
represented 44% and 48%, respectively, of the fleet of Company tractors. When it
is economically advantageous to do so, the Company will purchase then sell
tractors that it currently leases by exercising the purchase option contained in
the lease. Gains on these activities are recorded as a reduction of rent
expense. The Company recorded gains of $403,000 in the first quarter of 2002 and
$19,000 during the first quarter of 2001 from the sale of leased tractors.
Depreciation and amortization expense as a percentage of operating revenue
was 7.7% in the first quarter of 2002 versus 6.9% in the first quarter of 2001.
The Company includes gains and losses from the sale of owned revenue equipment
in depreciation and amortization expense. During the three month period ended
March 31, 2002, net gains from the sale of revenue equipment reduced
depreciation and amortization expense by approximately $1.4 million compared to
approximately $1.1 million in the first quarter of 2001. Exclusive of gains,
which reduced this expense, depreciation and amortization expense, as a
percentage of operating revenue was 8.0% and 7.1% in the first quarter of 2002
and 2001, respectively. This increase is primarily due to a greater percentage
of the Company tractors in 2002 being owned versus leased.
11
Insurance and claims expense represented 4.1% and 3.4% of operating revenue
in the first quarter of 2002 and 2001, respectively. Included in the first
quarter of 2002 are $4.0 million of increased insurance premiums over the same
quarter of the prior year, approximately .8% of operating revenue. The Company
expects this percentage will range between 4% and 5% this year.
The Company's insurance program for liability, physical damage and cargo
damage involves self-insurance with varying risk retention levels. Claims in
excess of these risk retention levels are covered by insurance in amounts which
management considers adequate. The Company accrues the estimated cost of the
uninsured portion of pending claims. These accruals are estimated based on
management's evaluation of the nature and severity of individual claims and an
estimate of future claims development based on historical claims development
trends. Insurance and claims expense will vary as a percentage of operating
revenue from period to period based on the frequency and severity of claims
incurred in a given period as well as changes in claims development trends.
Interest expense decreased to $2.3 million in 2002 from $13.0 million in
2001. This decrease was due to lower interest rates, a shift in borrowings from
more costly M.S. Carriers debt to less costly Swift debt, and decreased
borrowings under long term debt and capital lease obligations. In addition, the
first quarter of 2002 includes the benefit of a $1.3 million reduction in market
value of interest rate derivative agreements of M.S. Carriers while the first
quarter of 2001 includes a $3.0 million expense for the increase in the market
value of the interest rate derivative agreements.
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 operating leases to
finance the acquisition of revenue equipment and from periodic public offerings
of common stock.
Net cash provided by operating activities was $35.6 million in the first
three months of 2002 compared to $43.8 million in 2001. The decrease is
primarily attributable to a larger increase in accounts receivable offset by an
increase in net earnings, an increase in deferred taxes, a positive change in
the fair market value of the interest rate swaps, and an increase in accounts
payable, accrued liabilities and claims accruals.
Net cash used in investing activities increased to $52.1 million in the
first three months of 2002 from $18.6 million in 2001. The increase is primarily
due to increased capital expenditures and an increase in notes receivable offset
by increased proceeds from the sale of property and equipment.
As of March 31, 2002, the Company had commitments outstanding to acquire
replacement and additional revenue equipment for approximately $390 million. The
Company has the option to cancel such commitments upon 60 days notice. The
Company believes it has the ability to obtain debt and lease financing and
generate sufficient cash flows from operating activities to support these
acquisitions of revenue equipment.
During the first three months of 2002, the Company incurred approximately
$10.5 million of non-revenue equipment capital expenditures. These expenditures
were primarily for facilities and equipment.
The Company anticipates that it will expend approximately $46 million
during the remainder of the year for various facilities upgrades and acquisition
and development of terminal facilities. Factors such as costs and opportunities
for future terminal expansions may change the amount of such expenditures.
12
The funding for capital expenditures has been and is anticipated to
continue to be from a combination of cash provided by operating activities,
amounts available under the Company's line of credit, accounts receivable
securitization and debt and lease financing. The availability of capital for
revenue equipment and other capital expenditures will be affected by prevailing
market conditions and the Company's financial condition and results of
operations.
Net cash provided by financing activities amounted to $7.6 million in the
first three months of 2002 compared to $38.5 million used in financing
activities in 2001. This increase is primarily due to increased borrowings under
the line of credit and increased proceeds under the accounts receivable
securitization, offset by increased repayments of long-term debt.
Management believes it will be able to finance its needs for working
capital, facilities improvements and expansion, as well as anticipated fleet
growth, with cash flows from future operations, borrowings available under the
line of credit, accounts receivable securitization and with long-term debt and
operating lease financing believed to be available to finance revenue equipment
purchases. Over the long term, the Company will continue to have significant
capital requirements, which may require the Company to seek additional
borrowings or equity capital. The availability of debt financing or equity
capital will depend upon the Company's financial condition and results of
operations as well as prevailing market conditions, the market price of the
Company's common stock and other factors over which the Company has little or no
control.
INFLATION
Inflation can be expected to have an impact on the Company's operating
costs. A prolonged period of inflation 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has interest rate exposure arising from the Company's line of
credit, approximately $79 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 $2.6 million.
13
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
PART II. OTHER INFORMATION
ITEMS 1, 2, 3, 4 AND 5. Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 3.1 - Amended and Restated Articles of Incorporation of the
Registrant (Incorporated by reference to Exhibit 4.1
of the Registrant's Registration Statement No.
333-85940 on Form S-8)
Exhibit 3.2 - Bylaws of the Registrant (Incorporated by reference
to Exhibit 3.2 of the Registrant's Registration
Statement No. 33-66034 on Form S-3)
Exhibit 10.18 - Swift Transportation Corporation Deferred
Compensation Plan
Exhibit 99 - Private Securities Litigation Reform Act of 1995 Safe
Harbor Compliance Statement for Forward-Looking
Statements
(b) No Current Reports on Form 8-K were filed during the three months
ended March 31, 2002.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SWIFT TRANSPORTATION CO., INC.
Date: May 14, 2002 /s/ William F. Riley III
----------------------------------------
(Signature)
William F. Riley III
Senior Executive Vice President
and Chief Financial Officer
14