10-Q 1 e-5692.txt QUARTERLY REPORT FOR THE QTR ENDED 9/30/00 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 September 30, 2000 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 (November 13, 2000) Common stock, $.001 par value: 63,258,091 shares EXHIBIT INDEX AT PAGE 16 TOTAL PAGES 19 PART I FINANCIAL INFORMATION Page Number ------ Item 1. Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2000 (unaudited) and December 31, 1999 3-4 Condensed Consolidated Statements of Earnings (unaudited) for the Three and Nine Month Periods Ended September 30, 2000 and 1999 5 Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Month Periods Ended September 30, 2000 and 1999 6-7 Notes to Condensed Consolidated Financial Statements 8-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-15 Item 3. Quantitative and Qualitative Disclosures about Market Risk 15 PART II OTHER INFORMATION Items 1, 2, 3, 4 and 5. Not applicable Item 6. Exhibits and Reports on Form 8-K 16 2 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except share data) September 30, December 31, 2000 1999 -------- -------- (unaudited) Assets Current assets: Cash $ 13,316 $ 9,969 Accounts receivable, net 182,135 153,418 Equipment sales receivable 8,448 5,966 Inventories and supplies 8,300 7,410 Prepaid taxes, licenses and insurance 12,017 17,010 Assets held for sale 3,606 5,468 Deferred income taxes 4,325 4,200 -------- -------- Total current assets 232,147 203,441 -------- -------- Property and equipment, at cost: Revenue and service equipment 678,011 608,470 Land 13,562 12,879 Facilities and improvements 136,336 112,659 Furniture and office equipment 23,697 20,260 -------- -------- Total property and equipment 851,606 754,268 Less accumulated depreciation and amortization 178,615 172,936 -------- -------- Net property and equipment 672,991 581,332 -------- -------- Investment in and earnings from equity investment 5,020 Other assets 3,304 2,731 Goodwill 6,511 7,070 -------- -------- $919,973 $794,574 ======== ======== See accompanying notes to condensed consolidated financial statements. Continued 3 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except share data) September 30, December 31, 2000 1999 -------- -------- (unaudited) Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 49,985 $ 53,917 Accrued liabilities 41,505 34,493 Current portion of claims accruals 24,519 26,530 Current portion of long-term debt 388 473 Securitization of accounts receivable 99,000 -------- -------- Total current liabilities 215,397 115,413 -------- -------- Borrowings under line of credit 128,500 152,500 Long-term debt, less current portion 15,364 15,653 Claims accruals, less current portion 21,803 21,122 Deferred income taxes 112,830 95,687 Stockholders' equity: Preferred stock, par value $.001 per share Authorized 1,000,000 shares; none issued Common stock, par value $.001 per share Authorized 150,000,000 shares; issued 66,174,681 and 65,818,166 shares at September 30, 2000 and December 31, 1999, respectively 66 66 Additional paid-in capital 134,698 131,571 Retained earnings 326,281 283,749 -------- -------- Less treasury stock, at cost (2,917,850 and 461,045 415,386 1,862,550 shares at September 30, 2000 and December 31, 1999, respectively) 34,966 21,187 -------- -------- Total stockholders' equity 426,079 394,199 -------- -------- Commitments and contingencies $919,973 $794,574 ======== ======== 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 Nine months ended September 30, September 30, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Operating revenue $ 320,586 $ 279,423 $ 928,663 $ 776,898 Operating expenses: Salaries, wages and employee benefits 110,051 99,951 323,623 284,569 Operating supplies and expenses 25,095 21,504 73,209 65,458 Fuel 43,638 32,284 124,055 84,563 Purchased transportation 59,957 49,627 174,508 131,167 Rental expense 16,877 9,905 46,380 31,897 Insurance and claims 6,768 6,876 23,466 19,703 Depreciation and amortization 16,859 15,232 46,757 41,971 Communication and utilities 4,054 3,540 11,697 10,417 Operating taxes and licenses 8,469 7,354 25,320 21,431 --------- --------- --------- --------- Total operating expenses 291,768 246,273 849,015 691,176 --------- --------- --------- --------- Operating income 28,818 33,150 79,648 85,722 Other (income) expenses: Interest expense 4,150 2,832 11,237 7,020 Interest income (42) (153) (534) (304) Other (231) (71) (327) (243) --------- --------- --------- --------- Other (income) expenses, net 3,877 2,608 10,376 6,473 --------- --------- --------- --------- Earnings before income taxes 24,941 30,542 69,272 79,249 Income taxes 9,625 11,810 26,740 30,910 --------- --------- --------- --------- Net earnings $ 15,316 $ 18,732 $ 42,532 $ 48,339 ========= ========= ========= ========= Basic earnings per share $ .24 $ .29 $ .67 $ .76 ========= ========= ========= ========= Diluted earnings per share $ .24 $ .29 $ .66 $ .74 ========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements. 5 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited) (In thousands) Nine Months Ended September 30, ---------------------- 2000 1999 --------- --------- Cash flows from operating activities: Net earnings $ 42,532 $ 48,339 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 46,718 38,657 Deferred income taxes 22,225 11,332 Provision for losses on accounts receivable 800 900 Amortization of deferred compensation 337 228 Increase (decrease) in cash resulting from changes in: Accounts receivable (34,723) (27,210) Inventories and supplies (890) (1,778) Prepaid expenses 4,993 6,617 Other assets (846) (447) Accounts payable, accrued liabilities and claims accruals 1,950 28,597 --------- --------- Net cash provided by operating activities 83,096 105,235 --------- --------- Cash flows from investing activities: Proceeds from sale of property and equipment 75,720 40,183 Capital expenditures (215,008) (159,789) Equity investment (5,000) Payments received on equipment sale receivables 5,966 5,262 --------- --------- Net cash used in investing activities (138,322) (114,344) --------- --------- See accompanying notes to condensed consolidated financial statements. Continued 6 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited) (In thousands) Nine Months Ended September 30, ---------------------- 2000 1999 --------- --------- Cash flows from financing activities: Repayments of long-term debt (5,437) (798) Change in borrowings under line of credit (24,000) 3,500 Payment of stock split fractional shares (9) Increase in borrowings under accounts receivable securitization 99,000 Purchases of treasury stock (13,779) Proceeds from issuance of common stock under stock option and stock purchase plans 2,789 2,367 --------- --------- Net cash provided by financing activities 58,573 5,060 --------- --------- Net increase (decrease) in cash 3,347 (4,049) Cash at beginning of period 9,969 6,530 --------- --------- Cash at end of period $ 13,316 $ 2,481 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 10,728 $ 6,803 Income taxes $ 0 $ 14,528 Supplemental schedule of noncash investing and financing activities: Equipment sales receivables $ 8,448 $ 7,398 Direct financing for purchase of equipment $ 5,063 $ 973 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. 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 normal recurring 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, 1999. 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. Assets Held for Sale 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. Note 4. Accounts Receivable Securitization The Company received $99,000,000 of proceeds under the Securitization program. As discussed in the Annual Report, these proceeds are reflected as a current liability on the consolidated financial statements because the committed term, subject to annual renewals, is 364 days. 8 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Note 5. Investment in Transplace.com In April 2000, the Company and five other large transportation companies ("Members") entered into an (1) Operating Agreement and (2) Initial Subscription Agreement of Transplace.com, LLC ("Transplace.com"), an Internet-based global transportation logistics company. These agreements finalize the terms of the agreement in principal, signed in March 2000, to form Transplace.com. The Company has contributed its Transportation Logistics Business along with associated intangible assets and Transplace.com commenced operations on July 1, 2000. As of September 30, 2000 the Company has contributed $5,000,000 to Transplace.com. The Company's interest in Transplace.com, which is accounted for using the equity method, is approximately 15%. 9 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES 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 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 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 the Company's Annual Report on Form 10-K. OVERVIEW 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. In response to this trend, the Company continues to expand its fleet with an increase of 1,420 tractors to 9,514 tractors as of September 30, 2000 up from 8,094 tractors as of September 30, 1999. The owner operator portion of the Company's fleet increased to 2,024 as of September 30, 2000 from 1,663 as of September 30, 1999. 10 RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1999 Operating revenue increased $41.2 million or 14.7% to $320.6 million for the three months ended September 30, 2000 from $279.4 million for the corresponding period of 1999. The increase in operating revenue is primarily the result of the expansion of the Company's fleet, rate increases of approximately 3% and a fuel surcharge revenue increase of approximately $12 million. The Company's operating ratio (operating expenses expressed as a percentage of operating revenue) for the third quarter of 2000 was 91.0% compared to 88.1% in the comparable period of 1999. The Company's operating ratio for the three months ended September 30, 2000 increased as a result of increases 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 13.91% and 13.87% and average loaded linehaul revenue per mile was $1.37 and $1.33 in the third quarter of 2000 and 1999, respectively. Salaries, wages and employee benefits represented 34.3% of operating revenue for the three months ended September 30, 2000 compared with 35.8% in 1999. The decrease is primarily due to a decrease in the accrual for the profit sharing contribution to the Company's 401(k) plan and an increase in the portion of revenues generated by owner operators. From time to time the industry has experienced shortages of qualified drivers. If such a shortage were to occur over a prolonged period and increases in driver pay rates were needed in order to attract and retain drivers, the Company's results of operations would be negatively impacted to the extent that corresponding freight rate increases were not obtained. Fuel as a percentage of operating revenue was 13.6% for the third quarter of 2000 versus 11.6% in 1999. The increase is primarily due to actual fuel cost per gallon increasing by approximately 33 cents per gallon (30%) in the third quarter of 2000 versus the third quarter of 1999. Increases in fuel costs, to the extent not offset by rate increases or fuel surcharges, would have an adverse effect on the operations and profitability of the Company. Management believes 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 18.7% for the three months ended September 30, 2000 compared to 17.8% in 1999. The increase is primarily due to the growth of the owner operator fleet to 2,024 as of September 30, 2000 from 1,663 as of September 30, 1999 and payments for fuel surcharges to the owner operators. Rental expense as a percentage of operating revenue was 5.3% for the third quarter of 2000 versus 3.5% in 1999. At September 30, 2000 and 1999, leased tractors represented 60% and 48%, respectively, of the total 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 $110,000 in the third 11 quarter of 2000 and $1.6 million during the third quarter of 1999 from the sale of leased tractors. Exclusive of gains, which reduced this expense, rental expense as a percentage of operating revenue was 5.3% and 4.1% in the third quarter of 2000 and 1999, respectively. Depreciation and amortization expense as a percentage of operating revenue was 5.3% in the third quarter of 2000 versus 5.5% in 1999. The Company includes gains and losses from the sale of owned revenue equipment in depreciation and amortization expense. During the three month period ended September 30, 2000, net gains from the sale of revenue equipment reduced depreciation and amortization expense by approximately $1.4 million compared to approximately $695,000 in the third quarter of 1999. Exclusive of gains, which reduced this expense, depreciation and amortization expense as a percentage of operating revenue was 5.7% in the third quarter of both 2000 and 1999. Insurance and claims expense represented 2.1% and 2.5% of operating revenue in the third quarter of 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. NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1999 Operating revenue increased $151.8 million or 19.5% to $928.7 million for the nine months ended September 30, 2000 from $776.9 million for the corresponding period of 1999. The increase in operating revenue is primarily the result of the expansion of the Company's fleet, rate increases of approximately 2.5% and a fuel surcharge revenue increase of approximately $30 million. The Company's operating ratio (operating expenses expressed as a percentage of operating revenue) for the first nine months of 2000 was 91.4% compared to 89.0% in the comparable period of 1999. The Company's operating ratio for the nine months ended September 30, 2000 increased as a result of increases 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 14.06% for both periods and average loaded linehaul revenue per mile was $1.37 and $1.33 in the first nine months of 2000 and 1999, respectively. Salaries, wages and employee benefits represented 34.8% of operating revenue for the nine months ended September 30, 2000 compared with 36.6% in 1999. The decrease is primarily due to a decrease in the accrual for the profit sharing contribution to the Company's 401(k) plan and an increase in the portion of revenues generated by owner operators. 12 Fuel as a percentage of operating revenue was 13.4% for the first nine months of 2000 versus 10.9% in 1999. The increase is primarily due to actual fuel cost per gallon increasing by approximately 36 cents per gallon (36%) for the nine months ended September 30, 2000 versus the nine months ended September 30, 1999. Purchased transportation as a percentage of operating revenue was 18.8% for the nine months ended September 30, 2000 compared to 16.9% in 1999. The increase is primarily due to the growth of the owner operator fleet to 2,024 as of September 30, 2000 from 1,663 as of September 30, 1999 and payments for fuel surcharges to the owner operators. Rental expense as a percentage of operating revenue was 5.0% for the first nine months of 2000 versus 4.1% in 1999. 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 $1.0 million and $3.2 million in the first nine months of 2000 and 1999, respectively, from the sale of leased tractors. Exclusive of gains, which reduced this expense, rental expense as a percentage of operating revenue was 5.1% and 4.5% in the first nine months of 2000 and 1999, respectively. Depreciation and amortization expense as a percentage of operating revenue was 5.0% and 5.4% in the first nine months of 2000 and 1999. The Company includes gains and losses from the sale of owned revenue equipment in depreciation and amortization expense. During the nine month period ended September 30, 2000, net gains from the sale of revenue equipment reduced depreciation and amortization expense by approximately $7.6 million compared to approximately $3.3 million in the first nine months of 1999. Exclusive of gains, which reduced this expense, depreciation and amortization expense as a percentage of operating revenue was 5.9% and 5.8% in the first nine months of 2000 and 1999, respectively. Insurance and claims expense represented 2.5% of operating revenue in the first nine months of both 2000 and 1999. 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. 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 13 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. The Company's current liabilities increased significantly as a result of the receipt of $99 million of proceeds under the Accounts Receivable Securitization. This increase was partially offset by a decrease in the line of credit facility, which is classified as a noncurrent liability. As discussed in the financial statement footnotes, the receipts under the Securitization are required to be shown as a current liability because the committed term, subject to annual renewals, is 364 days. Net cash provided by operating activities was $83.1 million in the first nine months of 2000 compared to $105.2 million in 1999. The decrease is primarily attributable to a decrease in net earnings, a larger increase in accounts receivable and a smaller increase in accounts payable, accrued liabilities and claims accruals offset by an increase in depreciation and amortization and deferred income taxes. Net cash used in investing activities increased to $138.3 million in the first nine months of 2000 from $114.3 million in 1999. The increase is primarily due to greater capital expenditures in 2000 and the investment in Transplace.com offset by increased proceeds from the sale of property and equipment. As of September 30, 2000, the Company had commitments outstanding to acquire replacement and additional revenue equipment for approximately $203 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 nine months of 2000, the Company incurred approximately $33.1 million of non-revenue equipment capital expenditures. These expenditures were primarily for facilities and equipment. The Company anticipates that it will expend approximately $5 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. 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 $58.6 million in the first nine months of 2000 compared to $5.1 million in 1999. This increase is primarily 14 due to increased proceeds from the accounts receivable securitization offset by reduced borrowings under the line of credit and treasury stock purchases. 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 could cause interest rates, fuel, wages and other costs to increase which would adversely affect the Company's results of operations unless freight rates could be increased correspondingly. However, the effect of inflation on the Company 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Quantitative Disclosure - There have been no material changes in the Company's market risk during the six months ended September 30, 2000. Qualitative Disclosure - This information is set forth on page 17 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and is incorporated herein by reference. 15 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 - Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 of the Company's Form S-3 Registration Statement No. 33-66034) Exhibit 3.2 - Bylaws of the Company (Incorporated by reference to Exhibit 3.2 of the Company's Form S-3 Registration Statement No. 33-66034) Exhibit 11 - Schedule of Computation of Net Earnings Per Share Exhibit 27 - Financial Data Schedule 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 September 30, 2000. 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: November 13, 2000 /s/ William F. Riley III ---------------------------------------- (Signature) William F. Riley III Senior Executive Vice President and Chief Financial Officer 16