-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FPRY38geinzrrx4rLY9YWuDLmlSMhVbRmTW6PSlmHJUafRrFgPVKlTSzrK4CzH9J fOiKnizDIpQpXWdZnjo3Tg== 0000881791-00-000007.txt : 20000321 0000881791-00-000007.hdr.sgml : 20000321 ACCESSION NUMBER: 0000881791-00-000007 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USFREIGHTWAYS CORP CENTRAL INDEX KEY: 0000881791 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 363790696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-19791 FILM NUMBER: 573943 BUSINESS ADDRESS: STREET 1: 9700 HIGGINS RD STE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8476960200 MAIL ADDRESS: STREET 1: 9700 HIGGINS ROAD SUITE 570 CITY: ROSEMONT STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: TNT FREIGHTWAYS CORP DATE OF NAME CHANGE: 19930328 10-K 1 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO ______________. Commission file number 0-19791 USFREIGHTWAYS CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3790696 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8550 W. Bryn Mawr Ave., Ste. 700, Chicago, Il. 60631 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (773) 824-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange of which registered Common Stock $.01 Par Value NASDAQ Preferred Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: 6 5/8 % Notes Due May 1, 2000 6 1/2 % Notes Due May 1, 2009 (Title of Class) 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. __X____ Yes________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 registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K ___. The number of shares of common stock outstanding at March 16, 2000 was 26,514,571. The aggregate market value of the voting stock of the registrant as of March 13, 2000 was approximately $961,153,199. DOCUMENTS INCORPORATED BY REFERENCE 1) 1999 Annual Report to Shareholders for the Fiscal Year Ended December 31, 1999 (Only those portions referenced herein are incorporated in this Form 10-K). 2) Proxy Statement to be filed on or about March 23, 2000 (Only those portions referenced herein are incorporated in this Form 10-K). Page 2 USFreightays Corporation Form 10-K Fiscal Year Ended December 31, 1999 PART I Item 1. Business Background USFreightways Corporation ("the Company") provides comprehensive supply chain management services. This is accomplished through the Company's operating subsidiaries. Regional less-than-truckload ("LTL") general commodities carriers provide overnight and second-day delivery throughout the United States and into Canada. Logistics subsidiaries provide integrated supply chain solutions, value added logistics solutions, reverse logistics services and software and complete warehouse fulfillment services to its customers. The Company also provides domestic and international freight forwarding, import and export air and ocean services as well as premium regional and national truckload ("TL") service. Principal subsidiaries in the Regional LTL group are USF Holland Inc. ("Holland"), USF Bestway Inc. ("Bestway"), USF Red Star Inc. ("Red Star"), USF Reddaway Inc. ("Reddaway") and USF Dugan Inc. ("Dugan"); the Logistics group consists of USF Logistics Inc. ("Logistics"), USF Processors Inc ("Processors") and USF Distribution Services Inc. ("Distribution Services"); the Freight Forwarding group includes several companies that all now trade under the name USF Worldwide Inc. ("Worldwide"); USF Glen Moore Transport Inc. ("Glen Moore") is the Company's TL carrier. The Company traces its origins to 1984 when TNT Limited, through its wholly owned subsidiary TNT Transport Group ("Transport Group"), embarked on a strategy to establish, through acquisition, a nationwide network of quality regional LTL carriers. During the same period, the group of businesses that now constitute the Company also grew as a result of internal expansion and increased penetration of existing markets. In April 1991 the Company was incorporated as a holding company for regional trucking companies of Transport Group. During February 1992 the shareholders of the Company sold 19,593,750 shares of common stock through an initial public offering for which the proceeds were paid to Transport Group. In a subsequent transaction in 1993, the Company purchased from Transport Group all its remaining shares in the Company. On May 6, 1993 the Company issued, through a public offering, 6 5/8% Notes in the principal amount of $100,000,000 due May 1, 2000. The proceeds from this issuance were, in part, used to repay borrowings under existing revolving lines of credit which were partially used to acquire the common stock from Transport Group. On May 1, 1999 the Company issued, through a public offering, 6 1/2% Guaranteed Unsecured Notes in the principal amount of $100,000,000 due May 1, 2009. The proceeds from this issuance were, in large part, used to repay borrowings under existing revolving lines of credit. In February 1997, the Company sold 3,105,000 of its shares in a public offering. The net proceeds from the sale, amounting to approximately $69,431,000 were initially used to repay outstanding debt under the Company's revolving credit facility. During 1998, under the purchase method of accounting, the Company acquired all of the outstanding shares of Golden Eagle Group, Inc., an international freight forwarding company; Glen Moore Transport, Inc., a truckload freight carrier; Moore and Son Co., a transportation logistics services company; and the general commodities business of Vallerie's Transportation Service, Inc. for a total of $66,379,000 of cash and debt incurred. During 1999, under the purchase method of accounting, the Company acquired all of the outstanding shares of Processors Unlimited Company, Ltd., a provider of reverse logistics services to the grocery and drug industries; Special Dispatch of Dallas, Inc., a Texas based provider of assembly and distributions services; Cuxhaven Group, Inc., a domestic freight forwarding company and former Baltimore, MD agent for Worldwide; Airgo, Inc., a domestic freight forwarding company and former Seattle, WA agent for Worldwide; Scan Trans, Inc. a domestic freight forwarding company and former San Francisco, CA agent for Worldwide; Pace Transportation, Ltd., a domestic freight forwarding company and former Baltimore, MD agent for Worldwide; Best Ways Air Cargo, a Puerto Rico-based air freight forwarder and Underwood Trucking, an Indiana -based truckload carrier. The Company also purchased the general commodities business of CBL Trucking Inc., a Mid-Atlantic and New England LTL carrier; certain assets of Gulf International Freight, a domestic freight forwarding company and certain assets of Pre Trans, a Puerto Rico business unit of Caro Trans International that provides ocean services. Total consideration for all Fiscal 1999 acquisitions amounted to $52,054,000 of cash and debt incurred. PAGE 3 Following is a table depicting revenue by LTL trucking, TL trucking, Logistics, Freight forwarding and Corporate and other segments for each of the most recent three fiscal years: Revenue ($ in millions) Fiscal Year 1997 % 1998 % 1999 % ------ --- ------ --- ------ --- LTL trucking $1,409 90.0 $1,540 83.9 $1,746 78.6 TL trucking 13 0.7 44 2.0 Logistics 106 6.8 130 7.1 207 9.3 Freight forwarding 44 2.8 152 8.3 225 10.1 Corporate and other 6 0.4 - 0.0 - ------ ---- ------ ---- ------ ----- Total $1,565 100.0 $1,835 100.0 $2,222 100.0 ------ ----- ------ ----- ------ ----- Regional LTL Trucking LTL shipments are defined as shipments of less than 10,000 pounds. Typically, LTL carriers transport freight along scheduled routes from multiple shippers to multiple consignees utilizing a network of terminals together with fleets of line-haul and pickup and delivery tractors and trailers. Freight is picked up from customers by local drivers and consolidated for shipment. The freight is then loaded into intercity trailers and transferred by line-haul drivers to the terminal servicing the delivery area. There, the freight is transferred to local trailers and delivered to its destination by local drivers. LTL operators are generally categorized as either regional, interregional or long-haul carriers, depending on the distance freight travels from pickup to final delivery. Regional carriers usually have average lengths of haul of 500 miles or less and tend to provide either overnight or second day service. Regional LTL carriers usually are able to load freight for direct transport to a destination terminal, thereby avoiding the costly and time-consuming use of breakbulk terminals (where freight is rehandled and reloaded to its ultimate destination). In contrast, long-haul LTL carriers (average lengths of haul in excess of 1,000 miles) operate networks of breakbulk and satellite terminals (hub-spoke systems) and rely heavily on interim handling of freight. Interregional carriers (500 to 1,000 miles per average haul) also rely on breakbulk terminals but to a lesser degree than long-haul carriers. Regional LTL carriers, including the Company's LTL trucking subsidiaries, principally compete against other regional LTL carriers. To a lesser extent, they compete against interregional and long-haul LTL carriers. To an even lesser degree, regional LTL transporters compete against truckload carriers, overnight package companies, railroads and airlines. Significant barriers to entry into the regional LTL market exist as a result of the substantial capital requirements for terminals and revenue equipment and the need for a large, well-coordinated and skilled work force. In the competitive environment of each of the Company's LTL trucking subsidiaries, most LTL carriers have adopted discounting programs that severely reduce prices paid by some shippers. Additionally, when new LTL competitors enter a geographic region, they often utilize discounted prices to lure customers away from the Company's trucking subsidiaries. Such attempts to gain market share through price reduction programs exert downward pressure on the industry's price structure and profit margins and have caused many LTL carriers to cease operations. PAGE 4 The LTL Trucking Subsidiaries The following is a brief description of the Company's LTL regional trucking subsidiaries. Statistical information for subsidiary's operations is reported in the Company's 1999 Annual Report to the Shareholders, and is incorporated by reference in this Form 10-K as page F22 of Exhibit 13. USF Holland is the largest of the Company's operating subsidiaries, transporting LTL shipments interstate throughout the central United States and into the Southeast. USF Holland uses predominantly single 48 foot trailers. The average length of line-haul in the year ended December 31, 1999 was approximately 390 miles. USF Red Star operates in the eastern United States, as well as to and from eastern Canada. USF Red Star uses a combination of single and double trailers. The average length of line-haul in the year ended December 31, 1999 was approximately 290 miles. USF Red Star operates in an environment characterized by intense price competition. USF Bestway operates throughout the southwest region of the United States from Texas to California. USF Bestway uses double trailers in its operations. For the year ended December 31, 1999 the average length of line-haul for USF Bestway was approximately 414 miles. USF Reddaway provides LTL carriage along the I-5 corridor from California to Washington, throughout the northwest United States and into western Canada and Alaska. The average length of line-haul for the year ended December 31, 1999 was approximately 602 miles. USF Reddaway operates double trailers and, where possible, triple trailer combinations. USF Dugan provides service to the Plains states and into the southern states from Texas to Florida. USF Dugan operates with double and triple trailers, and the average length of line-haul for the year ended December 31, 1999 was approximately 551 miles. PAGE 5 Truckload Trucking TL shipments are defined as shipments of 10,000 or more pounds. Typically, TL carriers transport freight along irregular routes from single shippers to single consignees, without the necessity of a network of terminals, together with fleets of line-haul sleeper tractors and trailers. Consolidated full truckload freight is picked up from the customer and delivered to its final destination by either a company long-haul driver or an independent owner- operator that has a leasing agreement with the carrier. TL operators are generally categorized as long-haul carriers and to a lesser degree interregional depending on the distance freight travels from pickup to final delivery. The average length of haul for most TL operators is in excess of 1,000 miles. TL carriers, including the Company's trucking subsidiary, principally compete against other TL carriers and to some extent the railroads. TL carriers generally do not compete against LTL carriers. Barriers to entry into the TL market exist as a result of substantial capital requirements for revenue equipment and the need for a well-coordinated and skilled work force. The work force and revenue equipment requirements, to some degree, can be offset through the leasing of independent contractors that own their equipment. This work force is not as controllable as the company employee work force. In the competitive environment of the Company's TL trucking subsidiary, most TL carriers have adopted discounting programs that severely reduce prices paid by some shippers. Additionally, when new TL competitors enter the business, they often utilize discounted prices to lure customers away from the Company's TL trucking subsidiary. Such attempts to gain market share through price reduction programs exert downward pressure on the industry's price structure and profit margins and have caused TL carriers to cease operations. The TL Trucking Subsidiary The following is a brief description of the Company's TL trucking subsidiary. Statistical information for subsidiary's operations is reported in the Company's 1999 Annual Report to the Shareholders, and is incorporated by reference in this Form 10-K as page F22 of Exhibit 13. Glen Moore is the Company's TL subsidiary, transporting TL shipments interstate throughout the United States generally from the Northeast and Southeast states to the West coast and into the North Central states.Glen Moore primarily utilizes sleeper line-haul tractors and 53 foot trailers. Glen Moore's average length of haul is approximately 1,000 miles. On August 2, 1999, Glen Moore acquired Underwood Trucking ("Underwood") an Indiana based TL carrier which was merged into Glen Moore. At the acquisition date, Underwood was operating approximately 50 tractors and 250 trailers. For the five months since its acquisition, Underwood has contributed approximately $1.4 million in revenue. At the end of the current fiscal year, Glen Moore operated 288 tractors (mainly sleeper units) and 864 trailers. On January 10, 2000, Glen Moore acquired Tri-Star Transportation, a Tennessee based TL carrier. Tri-Star operates 170 tractor/trailer units and while not included in the Company's Fiscal 1999 revenue, generated $28 million in revenue for 1999, with approximately two-thirds coming from dedicated fleet operations. The Logistics Subsidiaries Logistics subsidiaries provide integrated supply chain solutions, value added logistics solutions, reverse logistics services and software and complete warehouse fulfillment services to its customers. These activities are conducted through USF Logistics, which provides integrated supply chain solutions for its clients including transportation, warehousing, cross-docking, product reconfiguration and reverse logistics; USF Distribution Services a national provider of value-added logistics services to the retail and industrial markets with a particular focus on consolidation/distribution and fulfillment programs. On March 1, 1999, USF Logistics acquired Processors Unlimited Company, Ltd., a Dallas, TX based provider of reverse logistics services and software to manufacturers, distributors and retailers. In October, 1999, Processors changed its name to USF Processors. USF Processors currently operates from approximately 60 sites across the country, has in excess of 1,300 employees and contributed approximately $43.6 million in revenue since its acquisition. In July 1999, USF Distribution Services acquired Special Dispatch of Dallas, Inc., a Texas based provider of overnight distribution and consolidation services to all points in north, central and western Texas. Since its acquisition, Special Dispatch has contributed approximately $3.7 million in revenue. PAGE 6 The Freight Forwarding Subsidiary The Company is engaged, through its subsidiary USF Worldwide, in providing domestic and international freight forwarding for its customers which includes air freight services, import and export air and ocean services and customs house brokerage services. During 1999, USF Worldwide acquired three of its former agent owned stations and converted them into company owned stations in key gateway cities. USF Worldwide acquired two other companies, located in key gateway cities, and converted them to company owned stations. In order to expand its services into the growing Caribbean market, USF Worldwide also acquired a Puerto Rico based air freight forwarder and a Puerto Rico based Non-vessel operating common carrier. In October 1999, USF Worldwide formed a partnership under the trading name USF Asia Group. USF Asia Group, based in Hong Kong, provides sea/air consolidation, local forwarding, customs clearance, NVOCC and warehousing and distribution services to companies doing business to and from or within the Asia-Pacific region. Terminals for Regional LTL Trucking The Company's 241 terminals are a key element in the operation of its regional trucklines. The terminals vary significantly in size according to the markets served. Sales personnel at each terminal are responsible for soliciting new business. Each terminal maintains a team of dispatchers who communicate with customers and coordinate local pickup and delivery drivers. Terminals also maintain teams of dock workers, line-haul drivers and administrative personnel. The larger terminals also have maintenance facilities and mechanics. Each terminal is directed by a terminal manager who has general supervisory responsibilities and also plays an important role in monitoring costs and service quality. Revenue Equipment At December 31, 1999 the Company operated 9,019 tractors and 20,720 trailers. Each trucking subsidiary selects its own revenue equipment to suit the conditions prevailing in its region, such as terrain, climate, and average length of line-haul. Tractors and trailers are built to standard specifications and generally are not modified to fit special customer situations. Each trucking subsidiary has a comprehensive preventive maintenance program for its tractors and trailers to minimize equipment downtime and prolong equipment life. Repairs and maintenance are performed regularly at the subsidiaries' facilities and at independent contract maintenance facilities. The Company replaces tractors and trailers based on factors such as age and condition, the market for equipment and improvements in technology and fuel efficiency. At December 31, 1999 the average age of the Company's line-haul tractors was 3.6 years and the average age of its line-haul trailers was 7.1 years. Older line-haul tractors are often assigned to pickup and delivery operations, which are generally operated at lower speeds and over shorter distances, allowing the Company to extend the life of line-haul tractors and improve asset utilization. The average age of the Company's pickup and delivery tractors at December 31, 1999 was 8.6 years. Sales and Marketing Sales personnel as well as senior management at each subsidiary are responsible for soliciting new business and maintaining good customer relations. In addition, the Company maintains a corporate sales and marketing department consisting of 21 professionals who are assigned major accounts within specified geographic regions of the continental United States. These corporate sales managers solicit business for the regional trucklines from distribution and logistics executives of large shippers. In many cases, targeted corporations maintain centralized control of multiple shipping and receiving locations. PAGE 7 Seasonality The Company's results, consistent with the trucking and air freight industry in general, show seasonal patterns with tonnage and revenue declining during the winter months and, to a lesser degree, during vacation periods in the summer. Furthermore, inclement weather in the winter months can further negatively affect the Company's results. Customers The Company is not dependent upon any particular industry and provides services to a wide variety of customers including many large, publicly held companies. During the year ended December 31, 1999 no single customer accounted for more than two percent of the Company's operating revenue and the Company's ten largest customers as a group accounted for approximately nine percent of total operating revenue. Many of the national account customers use more than one of the Company's regional trucklines for their transportation requirements. Cooperation Among Trucklines The Company's subsidiaries cooperate with each other to market and provide services along certain routes running between their regions. In such circumstances, the trucklines jointly price their service and then divide revenue in proportion to the amount of carriage provided by each company or based on predetermined formulae. Information Technology Each of the Company's operating subsidiaries maintains its own management information systems and freight tracking and data processing capabilities. These systems vary in sophistication in accordance with the size of each operation and the demands of its customers. Software systems are shared among the regional trucklines where sharing is efficient and appropriate. Year 2000 During Fiscal 1999, the Company completed remediation and testing of its business critical systems in order to ensure a smooth transition to the Year 2000. The Company expended approximately $2 million to ensure it was Year 2000 compliant. The Company experienced no measurable business interruptions at the onset of the Year 2000, but continues to monitor its business critical systems for possible Year 2000 failures. Fuel The motor carrier industry is dependent upon the availability of diesel fuel. Shortages of fuel, increases in fuel costs or fuel taxes, or rationing of petroleum products could have a material adverse effect on the profitability of the Company. The Company's LTL regional trucking subsidiaries maintained a fuel surcharge, which was implemented during Fiscal 1996, throughout most of Fiscal 1997 to partially offset an increase in fuel prices. Fuel prices, during Fiscal 1998, were generally lower than they have been in the prior two years. Due to rising fuel prices, the Company's LTL regional trucking subisiiaries reinstated a fuel surcharge in the third quarter of Fiscal 1999 which is still in effect in March 2000. Fuel expense (net of fuel surcharges), as a percentage of revenue, approximated from 2.5 to 4.1% during Fiscal 1999 at the Company's LTL trucking subsidiaries. Fuel and fuel tax expense in the Company's TL subsidiary, as a percentage of revenue, approximated 14% during Fiscal 1999. Fuel surcharges in the TL industry are more difficult to implement and collect. In most cases, TL operators generally recover the increases in fuel costs through increases in rates charged for its services. The Company has not experienced any difficulty in maintaining fuel supplies sufficient to support its operations. Regulation In August 1994, two pieces of legislation passed the Congress and were signed into law that greatly affected the trucking industry. The Trucking Industry Regulatory Reform Act ("TIRRA") reduced the ICC's authority over motor carriers by eliminating the tariff-filing requirement for motor common carriers using individually determined rates, classifications, rules or practices. Under TIRRA, motor carriers are still required to provide shippers, if requested, with a copy of the rate, classification, rules or practices of the carrier. Also, Title VI of the Federal Aviation Administration Authorization Act of 1994 ("the 1994 Act") effectively prohibited state economic regulation of all trucking operations for motor carriers. The 1994 Act does allow the states to continue regulation of safety and insurance programs, including carrier inspections. On December 29, 1995, President Clinton signed the Interstate Commerce Commission Termination Act of 1995 ("ICCTA") which abolished the ICC as of January 1, 1996 and transferred its residual functions to the Federal Highway Administration and a newly created Surface Transportation Board within the U. S. Department of Transportation. Congress has prescribed a transition period during which regulations implementing the ICCTA including insurance and safety issues must be promulgated by the Secretary of Transportation. PAGE 8 The trucking industry remains subject to the possibility of regulatory and legislative changes that can influence operating practices and the demands for and the costs of providing services to shippers. Interstate motor carrier operations are subject to safety requirements prescribed by the U.S. Department of Transportation ("DOT"), while such matters as the weight and dimensions of equipment are also subject to Federal and state regulations. Effective April 1, 1992, truck drivers were required to be commercial vehicle licensed in compliance with the DOT, and legislation subjects them to strict drug testing standards. These requirements increase the safety standards for conducting operations, but add administrative costs and have affected the availability of qualified, safety conscious drivers throughout the trucking industry. The Company uses underground storage tanks at certain terminal facilities and maintains a comprehensive policy of testing, upgrading, replacing or eliminating these tanks to protect the environment and comply with various Federal and state laws. Whenever any contamination is detected, the Company takes prompt remedial action to remove the contaminants. Insurance and Safety One of the risk areas in the Company's businesses is cargo loss and damage, bodily injury, property damage and workers' compensation. The Company is effectively self-insured on its significant operations up to $2 million per occurrence for cargo loss and damage, bodily injury and property damage. The Company is also predominantly self-insured for workers' compensation for amounts to $1 million per occurrence. Additionally, the Company insures workers' compensation for amounts in excess of $1 million per occurrence and all other losses in excess of $2 million. Each operating subsidiary employs safety specialists and maintains safety programs designed to meet its specific needs. In addition, the Company employs specialists to perform compliance checks and conduct safety tests throughout the Company's operations. The Company's safety record to date has been good. Employees At December 31, 1999 the Company employed 22,612 persons, of whom 13,062 were drivers, 2,946 were dock workers, and the balance support personnel, including office workers, managers and administrators. Approximately 47 percent of all employees were members of unions. Approximately 89 percent of these union workers were employed by USF Holland or USF Red Star and belonged to the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America (the "IBT"). Members of the IBT at USF Holland and USF Red Star are presently working under the terms of a five-year, industry-wide labor agreement that expires in March 2003. Item 2. Properties In March, 2000, the Company rrelocated its executive offices to 8550 West Bryn Mawr Ave, Ste. 700, Chicago, IL 60631. The Company's 27,500 square foot facility is occupied under a lease terminating in August 2008. Each of the Company's operating subsidiaries also maintains a head office as well as numerous operating facilities. Of the 241 regional LTL trucking terminal facilities used by the Company as of December 31, 1999, 109 were owned and 132 were leased. These facilities range in size according to the markets served. The Company has not experienced and does not anticipate difficulties in renewing existing leases on favorable terms or obtaining new facilities as and when required. PAGE 9 Item 3. Legal Proceedings The Company is a party to a number of proceedings brought under the Comprehensive Environmental Response, Compensation and Liability Act, (CERCLA). The Company has been made a party to these proceedings as an alleged generator of waste disposed of at hazardous waste disposal sites. In each case, the Government alleges that the parties are jointly and severally liable for the cleanup costs. Although joint and several liability is alleged, these proceedings are frequently resolved on the basis of the quantity of waste disposed of at the site by the generator. The Company's potential liability varies greatly from site to site. For some sites the potential liability is de minimis and for others the costs of cleanup have not yet been determined. While it is not feasible to predict or determine the outcome of these proceedings or similar proceedings brought by state agencies or private litigants, in the opinion of management, the ultimate recovery or liability, if any, resulting from such litigation, individually or in the aggregate, will not materially adversely affect the Company's financial condition or results of operations and, to the Company's best knowledge, such liability, if any, will represent less than 1% of its revenues. STEVEN MARK WHITWORTH V. TNT BESTWAY TRANSPORTATION, INC. F/K/A TNT BESTWAY INC. AND WILLIAM ORR, CASE NO. 96-3935-A, 14TH JUDICIAL DISTRICT COURT, DALLAS COUNTY, TEXAS. On April 19, 1996, Steven Mark Whitworth ("Plaintiff") a former employee of USF Bestway Inc. ("USF Bestway"), a subsidiary of the Company, brought suit against USF Bestway and one of its employees, alleging claims of fraud and promissory estoppel arising from Plaintiff's previous employment as a driver with USF Bestway. On June 10, 1999, the Court of Appeals, Fifth District, Texas, issued an opinion reversing the trial court's grant of summary judgement in favor of the plaintiff, and remanding the case back to the trial court for a new trial on the merits. Plaintiff has sought review by the Texas Supreme Court of the decision of the Texas Court of Appeals reversing its judgement. That request for review was denied in an order released on March 2,2000. The plaintiff has until March 17, 2000 to file a motion for rehearing. On December 27, 1999, the plaintiff filed a petition for relief under Chapter 13 of the United States Bankruptcy Code. Texas state rules of procedure may impose a stay on the plaintiff's state action as a result of the bankruptcy. The Company believes that the action will not have a material adverse effect on the Company's financial condition. Also, the Company is involved in other litigation arising in the ordinary course of business, primarily involving claims for bodily injuries and property damage. In the opinion of management, the ultimate recovery or liability, if any, resulting from such litigation, individually or in the aggregate, will not materially adversely affect the Company's financial condition or results of operations. PAGE 10 PART II Item 5. Market for the Company's Common Stock and related Stockholder Matters The Company's common stock trades on The NASDAQ Stock Market under the symbol: USFC. On February 15, 2000 there were approximately 12,000 beneficial holders of the Company's common stock. For the high and low sales prices for the common stock for each full calendar quarterly period for fiscal year 1998 and 1999, see page F20 of the Company's Annual Report to the Shareholders - Financial Statements (incorporated by reference under Item 14 herein). Since July 2, 1992, the Company has paid a quarterly dividend of $.093333 per share. Although it is the present intention of the Company to continue paying quarterly dividends, the timing, amount and form of future dividends will be determined by the board of directors and will depend, among other things, on the Company's results of operations, financial condition, cash requirements, certain legal requirements and other factors deemed relevant by the board of directors. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" (incorporated by reference under Item 14 herein). Item 6. Selected Financial Data The information set forth under the caption "Selected Consolidated Financial Data" on page F21 of the Company's Annual Report to the Shareholders Financial Statements for the year ended December 31, 1999, is incorporated by reference under Item 14 herein. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing on pages F2 through F5 of the Company's Annual Report to the Shareholders - Financial Statements for the year ended December 31, 1999, is incorporated by reference under Item 14 herein. Item 8. Financial Statements and Supplementary Data The Financial Statements and Supplementary Data Appearing on pages F7 through F20 of the Company's Annual Report to the Shareholders - Financial Statements for the year ended December 31, 1999, are incorporated by reference under Item 14 herein. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None PAGE 11 PART III Item 10. Directors and Executive Officers of the Company The information for directors is reported in the Company's definitive proxy statement to be filed pursuant to Regulation 14A, and is incorporated by reference. The following table sets forth certain information as of December 31, 1999 concerning the registrant's executive officers: Name Age Position John Campbell Carruth 69 Chairman and Chief Executive Officer and Director Robert V. Fasso 46 President-RegionalCarrier Group Christopher L. Ellis 54 Senior Vice President, Finance & CFO John Campbell Carruth, 69, was appointed as the Company's Chief Executive Officer and President in June of 1991 and Chairman in January of 1998, and has been a director of the Company since December of 1991. Robert V. Fasso, 46, was appointed as the Company's President-Regional Carrier Group in September 1997. Since July 1993, Mr. Fasso has been President and CEO of the Company's subsidiary USF Bestway Inc. Prior to that date, he was with Yellow Freight System. Christopher L. Ellis, 54, has been Senior Vice President, Finance and Chief Financial Officer of the Company since June 1991. Item 11. Executive Compensation This information is reported in the Company's definitive proxy statement entitled "Management Compensation" and "Compensation Committee Interlocks and Insider Participation" respectively to be filed pursuant to Regulation 14A, and is incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management This information is reported in the Company's definitive proxy statement entitled "Security Ownership of Principal Holders and Management" to be filed pursuant to Regulation 14A, and is incorporated by reference. Item 13. Certain Relationships and Related Party Transactions This information is reported in the Company's definitive proxy statement entitled "Certain Relationships and Related Transactions" to be filed pursuant to Regulation 14A, and is incorporated by reference. PART IV Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K (a) (1) Financial Statements The following consolidated financial statements appearing in the 1999 Annual Report to the Shareholders is incorporated by reference in this Annual Report on Form 10-K as Exhibit 13: Page Selected Consolidated Financial Data F21 Management's Discussion and Analysis of F2-5 Financial Condition and Results of Operations Report of Independent Public Accountants F6 Consolidated Financial Statements F7-10 Notes to Consolidated Financial Statements F11-20 PAGE 12 (2) Financial Statement Schedule: Schedule II - Valuation and Qualifying Accounts USFreightways Corporation Three Years ended December 31, 1999 (dollars in thousands)
Additions ------------------------- Description Balance at Charges to Charged to Deductions(1) Balance at Beginning Costs and Other End of of Period Expenses Accounts Period - ----------- --------- ---------- ----------- ---------- --------- Fiscal year ended January 3,1998 Accounts receivable allowances $7,186 $6,717 $0 $3,836 $10,067 for revenue adjusmtents and doubtful accounts Fiscal year ended December 31, 1998 Accounts receivable allowances $10,067 $6,367 $0 $5,275 $11,159 for revenue adjusmtents and doubtful accounts Fiscal year ended December 31, 1999 Accounts receivable allowances $11,159 $3,922 $0 $4,458 $10,623 for revenue adjusmtents and doubtful accounts (1) Primarily uncollectible accounts written off net of recoveries.
SUPPLEMENTAL REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors and Stockholders, USFreightways Corporation: We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in USFreightways Corporation and Subsidiaries annual report to stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 19, 2000. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. Schedule II included in this Form 10-K is the responsibility of the company's management, and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. Schedule II has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Chicago, Illinois January 19, 2000 PAGE 13 (3) Exhibits Exhibit Document Number Description 3(a) Amended and Restated Certificate of Incorporation of USFreightways Corporation (incorporated by reference from Exhibit 3.1 to USFreightways Corporation Transition Report on Form 10-K, from June 29, 1991 to December 28, 1991); Certificate of Designation for Series A Junior Participating Cumulative Preferred Stock (incorporated by reference from Exhibit 3(a) to USFreightways Corporation Annual Report on Form 10-K for the year ended January 1, 1994); Certificate of Amendment of Restated Certificate of Incorporation of USFreightways Corporation (incorporated by reference from Exhibit 3(i) to USFreightways Corporation Quarterly Report on Form 10-Q for the quarter ended June 29, 1996). 3(b) Bylaws of USFreightways Corporation, as restated January 23, 1998 (incorporated by reference from Exhibit 3(b) to USFreightways Corporation Annual Report on Form 10-K for the year ended January 3, 1998). 4(a) Form of Rights Agreement, dated as of February 4, 1994, between USFreightways Corporation and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to USFreightways Corporation's registration statement on Form 8-A filed with the Securities and Exchange Commission on March 18, 1994). 4(b) Form of Indenture, dated as of May 1, 1993 between USFreightways Corporation and Harris Trust and Savings Bank, as Trustee (incorporated by reference from USFreightways Corporation's Registration Statement on Form S-1, filed on April 16, 1993, Registration No. 33-61134). 4(c) Form of Indenture, dated as of May 5, 1999 between USFreightways Corporation and NBD Bank, as Trustee (incorporated by reference from USFreightways Corporation's Registration Statement on Form S-3/A, filed on April 29, 1999, Registration No. 333-76217). 10(d) USFreightways Stock Option Plan (incorporated by reference from Exhibit 10.18 to USFreightways Corporation Transition Report on Form 10-K from June 29, 1991 to December 28, 1991). 10(e) Agreement dated March 5, 1993 Supplementing the Tax Indemnification Agreement between USFreightways Corporation and TNT Transport Group (incorporated by reference from Exhibit 10 to USFreightways Corporation Annual Report on Form 10-K for the year ended January 2, 1993). 10(f) Stock Option Plan for Non-Employee Directors amended and restated as of December 11, 1998 (filed with this Annual Report on Form 10-K). 10(g) Employment Agreement of Christopher L. Ellis dated December 16, 1991 (incorporated by reference from Exhibit 10(g) to USFreightways Corporation Annual Report on Form 10-K for the year ended January 1, 1994). PAGE 14 Exhibit Document Number Description 10(i) Form of Election of Deferral (incorporated by reference from Exhibit 10(h) to USFreightways Corporation Annual Report on Form 10-K for the year ended December 31, 1994). 10(j) USFreightways Long-Term Incentive Plan amended and restated as of April 30, 1999 (filed with this Annual Report on Form 10-K). 10(l) Employment Agreement of Robert V. Fasso dated December 12, 1997 (incorporated be reference from Exhibit 10(l) to USFreightways Corporation Annual Report on Form 10-K for the year ended January 3, 1998). 10(m) $200,000,000 Credit Agreement dated as of November 26, 1997 among USFreightways Corporation, the banks named therein and NBD Bank, N. A. as agent (incorporated by reference from Exhibit 10(l) to USFreightways Corporation Annual Report on Form 10-K for the year ended January 3, 1998). 10(n) Form of Irrevocable Guaranty and Indemnity relating to the Credit Agreement described in Exhibit 10(m) (incorporated by reference from Exhibit 10(l) to USFreightways Corporation Annual Report on Form 10-K for the year ended January 3, 1998). 10(p) Restricted Stock Agreement with John Campbell Carruth dated April 27, 1998 (incorporated by reference from Exhibit 10.1 to USFreightways Corporation Quarterly Report on Form 10-Q for the quarter ended July 4, 1998). 10(q) USFreightways Corporation Non-Qualified Deferred Compensation Plan (incorporated by reference from Exhibit 10(q) to USFreightways Corporation Annual Report on Form 10-K for the year ended December 31, 1998). 13 The consolidated financial statement portion appearing in the 1999 USFreightways Corporation Annual Report to Shareholders. 21 Subsidiaries of USFreightways Corporation (incorporated by reference from the 1999 USFreightways Annual Report to Shareholders). 23 Consent of Arthur Anderson LLP. 24 Powers of Attorney 27 Financial Data Schedule Exhibits 2, 9, 11, 12, 16, 18, 22 and 28 are not applicable to this filing. (b) Reports on Form 8-K None PAGE 15 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 to be signed on its behalf by the undersigned, thereunto duly authorized. Dated March 20, 2000. USFREIGHTWAYS CORPORATION By: /s/Christopher L. Ellis -------------------- Christopher L. Ellis Senior Vice President, Finance and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ John Campbell Carruth * Chairman of the Board March 20, 2000 Chief Executive Officer and Director (Principal Executive Officer) - --------------------- John Campbell Carruth /s/ Morley Koffman * Director March 20, 2000 - -------------------- Morley Koffman /s/ William N. Weaver, Jr. * Director March 20, 2000 - ---------------------------- William N. Weaver, Jr. /s/ Robert P. Neuschel * Director March 20, 2000 - ------------------------ Robert P. Neuschel /s/ Neil A. Springer * Director March 20, 2000 - ---------------------- Neil A. Springer /s/ Robert V. Delaney * Director March 20, 2000 - ----------------------- Robert V. Delaney /s/ John W. Puth * Director March 20, 2000 - ------------------ John W. Puth /s/ Anthony J. Paoni * Director March 20, 2000 - ---------------------- Anthony J. Paoni /s/ Samuel K. Skinner * Director March 20, 2000 - ---------------------- Samuel K. Skinner /s/ Christopher L. Ellis Chief Financial Officer March 20, 2000 - ------------------------ (Principal Financial Officer) Christopher L. Ellis /s/ Robert S. Owen Controller (Principal March 20, 2000 Accounting Officer) - ------------------ Robert S. Owen /s/ Christopher L. Ellis * By: Christopher L. Ellis Attorney-in-Fact PAGE 16 EXHIBIT 10(f) USFREIGHTWAYS CORPORATION USFREIGHTWAYS CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AMENDED AND RESTATED AS OF DECEMBER 11, 1998 I. DEFINITIONS AND PURPOSE A. Definitions: Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Plan, have the following meanings: 1. Affiliate means a corporation which, for purposes of Section 422 of the Code, is a parent or subsidiary of the Company, direct or indirect. 2. Board means the Board of Directors of the Company. 3. Code means the Internal Revenue Code of 1986, as amended. 4. Committee means the committee to which the Board delegates the power to act under or pursuant to the provisions of the Plan, or the Board if no committee is selected. 5. Company means USFreightways Corporation, a Delaware corporation, and includes any successor or assignee corporation or corporations into which the Company may be merged, changed, or consolidated; any corporation for whose securities the securities of the Company shall be exchanged; and any assignee of or successor to substantially all other assets of the Company. 6. Disability means a permanent and total disability as defined in Section 22(e)(3) of the Code. 7. Eligible Director means each person who is a director of the Company, and who is not an employee of the Company or any Affiliate of the Company and who has not been an employee of the Company or any Affiliate of the Company for all or any part of the preceding fiscal year. For purposes of the Plan, an Eligible Director shall be deemed to include the employer of such Eligible Director, or any delegatee mandated by his employer, if the Eligible Director is required, as a condition of his employment, to provide that any Option granted hereunder be made to the employer or its delegatee. 8. Option means a right or option granted under the Plan, which right or option shall not be intended to qualify as an incentive stock option as defined in Section 422 of the Code. 9. Option Agreement means an agreement between the Company and a Participant executed and delivered pursuant to the Plan. 10. Participant means an Eligible Director to whom an Option is granted under the Plan. 11. Plan means this Stock Option Plan for Non-Employee Directors, as amended from time to time. 12. Shares means the following shares of the capital stock of the Company as to which Options have been or may be granted under the Plan: authorized and unissued common stock, $0.01 par value, treasury shares held by the Company or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Article VI of the Plan. PAGE 17 B. Purpose of the Plan: The Plan intended to promote the interests of the Company and its stockholders by attracting and retaining highly qualified independent directors through an investment interest in the Company's future success. II. SHARES SUBJECT TO THE PLAN The aggregate number of Shares as to which Options may be granted from time to time shall be Five Hundred Thousand (500,000) Shares. If an Option ceases to be "outstanding", in whole or in part, the Shares which were subject to such Option, if the Option was not exercised, shall be available for the granting of other Options. Any Option, if the Option was not exercised, shall be available for the granting of other Options. Any Option shall be treated as "outstanding" until such Option is exercised in full, or terminates or expires under the provisions of the Plan or Option Agreement. Subject to the provisions of Article VI, the aggregate number of Shares as to which Options may be granted shall be subject to change only by means of an amendment of the Plan duly adopted by the Company and approved by the stockholders of the Company within such time period as may be required by the Securities Exchange Act of 1934, as amended from time to time. III. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee is authorized to: A. Interpret the provisions of the Plan or any Option or Option Agreement and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; B. Determine the Eligible Directors to whom Options shall be granted; C. Determine the number of Shares for which an Option or Options shall be granted; D. Provide for the acceleration of the right to exercise an Option (or any portion thereof); and E. Specify the terms and conditions upon which Options may be granted. The interpretation and construction by the Committee of any provisions of the Plan or of any Option granted under it shall be final. IV. ELIGIBILITY FOR PARTICIPATION Each Participant must be an Eligible Director of the Company at the time an Option is granted. Each Eligible Director shall be granted, at the later of the effective date of the Plan or the date such director becomes an Eligible Director, and at such other time or times as described in Article V, an Option to purchase Shares under the Plan. In addition to the formula-based Shares set forth in Article V, the Committee may at any time and from time to time grant one or more additional Options to one or more Eligible Directors ("Discretionary Options") and may designate the number of Shares to be subject to each Discretionary Option so granted, provided however that no grant of a Discretionary Option to purchase Shares shall permit unrestricted ownership of Shares by the Eligible Director for at least six (6) months from the date of grant of the Discretionary Option, unless the Committee determines that the grant of such Discretionary Option to purchase Shares otherwise satisfies the then current Rule 16b-3 requirements under the Securities Exchange Act of 1934. PAGE 18 V. TERMS AND CONDITIONS OF OPTIONS Each Option shall be set forth in an Option Agreement, duly executed on behalf of the Company and by the participant to whom such Option is granted. Except for the setting of the Option price under Paragraph A of this Article V, no Option shall be granted and no purported grant of any Option shall be effective until such Option Agreement shall have been duly executed on behalf of the Company and by the Participant. Each such Option Agreement shall be subject to at least the following terms and conditions: A. OPTION PRICE: The exercise price of the Shares covered by each Option granted under the Plan shall be equal to 100% of the "fair market value" of the Shares on the date of the granted Option. If the Shares are listed on any national securities exchange, the fair market value shall be the mean average of the high and low sales prices, if any, on the largest such exchange on the date of the grant of the Option, or, if none, on the most recent trade date thirty (30) days or less prior to the date of the grant of the Option. If the Shares are not then listed on any such exchange, the fair market value of such Shares shall be the closing "Ask" prices, if any, as reported on the National Association of Securities Dealers automated Quotation System ("NASDAQ") for the date of the grant of the Option, or if none, on the most recent trade date thirty (30) days or less prior to the date of the grant of the Option for which such quotations are reported. If the Shares are not then either listed on any such exchange or quoted on NASDAQ, the fair market value shall be the mean between the average of the "Bid" and the average of the "Ask" prices, if any, as reported in the National daily Quotation Service for the date of the grant of the Option, or, if none, for the most recent trade date thirty (30) days or less prior to the date of the grant of the Option for which such quotations are reported. B. NUMBER OF SHARES: Each Eligible Director shall automatically, at the later of the effective date of the Plan or the date such director becomes an Eligible Director, be granted an Option under this Plan to acquire 10,000 Shares. Upon the fifth and tenth anniversaries of such initial grant, each Participant shall automatically be granted Options under this Plan to acquire an additional 10,000 Shares at each such anniversary, provided the Participant is an Eligible Director at such anniversary. In addition to the foregoing, each Eligible Director may from time to time be granted by the Committee, in its discretion, a Discretionary Option. C. TERM OF OPTION: No Option granted under the Plan shall be exercisable after the expiration of ten (10) years from the date of the grant. D. DATE OF EXERCISE: 1. Options granted to an Eligible Director under the Plan on the Plan's effective date shall become exercisable cumulatively in accordance with the following schedule: Years Elapsed Since Cumulative Number of Shares Date of Grant For Which Option May Be Exercised Less than 1 2,000 1 3,600 2 5,200 3 6,800 4 8,400 5 or more 10,000 2. Options granted to an Eligible Director under the Plan after the Plan's effective date shall become exercisable cumulatively in accordance with the following schedule: Years Elapsed Since Cumulative Number of Shares Date of Grant For Which Option May Be Exercised Less than 1 0 1 2,000 2 4,000 3 6,000 4 8,000 5 or more 10,000 PAGE 19 The foregoing schedules notwithstanding, if a Participant shall cease to be a director of the Company because of death or Disability, all Shares for which an Option has been granted shall become immediately exercisable and shall be exercisable in accordance with Paragraph F. Not withstanding anything herein to the contrary, upon the authorization of the grant of a Discretionary Option, or at anytime thereafter, the Committee may prescribe the date or dates on which the Discretionary Option becomes exercisable, and may provide that the Discretionary Option become exercisable in installments over a period of years, or upon the attainment of stated goals. E. MEDIUM OF PAYMENT: The Option price shall be paid on the date of purchase specified in the notice of exercise, as set forth in Paragraph G. It shall be paid in the legal tender of the United States, or, at the election of the Participant, by surrender to the Company of previously owned shares with an aggregate fair market value (on the date of the exercise) equal to the Option price to be paid; provided, however, that if such shares were acquired pursuant to an incentive stock option plan (as defined in Code Section 422) of the Company or Affiliate, then the applicable holding period requirements of said Section 422 have been met with respect to such shares, and, provided further, that if (i) such shares were granted pursuant to an option, then such option must have been granted at least six (6) months prior to the exercise of the Option hereunder; and (ii), such shares were purchased other than through the grant and exercise of an option, such shares were owned by the Participant for more than six (6) months prior to the exercise of the Option hereunder. F. TERMINATION OF STATUS: 1. In the event that a Participant shall cease to be a director of the Company for any reason other than death, Disability, or voluntary termination as a director of the Company on or after the attainment of his or her 65th birthday, his or her Option shall be exercisable, only to the extent that it was exercisable at the date he or she ceased to be a director and only until the first to occur of one (1) year after such date or until the date on which the Option otherwise expires according to its terms. 2. In the event that a Participant shall cease to be a director of the Company because of death or Disability, his or her Option may be exercised in its entirety (notwithstanding the vesting schedule set forth in Paragraph D of this Article V or in any Option Agreement) within the originally prescribed term of the Option by the Participant or by any person or persons designated by the Participant as the executors or administrators of the Participant's estate, or by any person or persons who shall have acquired the Option directly from the Participant by his or her will or the applicable law of descent and distribution. 3. In the event that a Participant shall cease to be a director of the Company because of voluntary termination as a director of the Company on or after the attainment of his or her 65th birthday and that Participant has served as a director of the Company for five (5) years or more, his or her Option may be exercised in its entirety (notwithstanding the vesting schedule set forth in Paragraph D of this Article V or in any Option Agreement) within the originally prescribed term of the Option by the Participant; provided that the Committee, in its sole discretion, approves the exercise of the Option in its entirety. 4. In the event that a Participant shall cease to be a director of the Company because of voluntary termination as a director of the Company on or after the attainment of his or her 72nd birthday and that Participant has not served as a director of the Company for five (5) years, his or her Option shall be exercisable (notwithstanding the vesting schedule set forth in Paragraph D of this Article V or in any Option Agreement) within the originally prescribed term of the Option by the Participant, to the extent that (a) it was exercisable at the date he or she ceased to be a director and (b) if the Option was exercisable periodically, to the extent of any additional rights that would have become exercisable (had the Participant not voluntarily terminated as a director of the Company) during successive one year periods from the Participant's date of termination for each year the Participant served as a director of the Company. PAGE 20 G. EXERCISE OF OPTION AND ISSUE OF STOCK: Option shall be exercised by giving written notice to the Company. Such written notice shall: (1) be signed by the person exercising the Option, (2) state the number of Shares with respect to which the Option is being exercised, and (3) specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option. On the date specified in such written notice (which date may be extended by the Company in order to comply with any law or regulation which requires the Company to take any action with respect to the Option Shares prior to the issuance thereof, whether pursuant to the provisions of Article VI or otherwise), the Company shall accept payment for the Option Shares and shall deliver to the person or persons exercising the Option in exchange therefor an appropriate certificate or certificates for paid non-assessable Shares. In the event of any failure to take up and pay for the number of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate with respect to such number of Shares, but shall continue with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto. H. RIGHTS AS A STOCKHOLDER: No Participant to whom an Option has been granted shall have rights as a stockholder with respect to any Shares covered by such Option except as to such Shares as have been issued to or registered in the Company's share register in the name of such Participant upon the due exercise of the Option and tender of the full Option price. I. ASSIGNABILITY AND TRANSFERABILITY OF OPTION: By its terms, an Option granted to a participant shall not be transferable by the Participant and shall be exercisable, during the Participant's lifetime, only by such Participant. Such Option shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment, or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Option or of any rights granted thereunder contrary to the provisions of this Paragraph I, or the levy of any attachment or similar process upon an Option or such rights, shall be null and void. VI. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION In the event that the outstanding shares of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization , merger, consolidation, recapitalization, reclassification, change in par value, stock split-up, combination of shares or dividend payable in capital stock , or the like, appropriate adjustments to prevent dilution or enlargement of the rights granted to, or available for, Participants shall be made in the number and kind of shares for the purchase of which Options may be granted under the Plan, and, in addition, appropriate adjustment shall be made in the number and kind of Shares and in the Option price per share subject to outstanding options. Notwithstanding anything herein to the contrary, in the event of an offer for the Company's shares, the adoption of a plan of merger or consolidation under which all of the shares of the Company would be eliminated, or a sale of substantially all of the Company's assets, a Participant shall be entitled to exercise immediately all or any portion of the Shares to which he or she received an Option, regardless of the number of years elapsed since the date of the grant . VII. DISSOLUTION OR LIQUIDATION OF THE COMPANY Upon the dissolution or liquidation of the Company other than in connection with a transaction to which the preceding Article VI is applicable, all Options granted hereunder shall terminate and become null and void; provided, however, that if the rights of a Participant under the applicable Options have not otherwise terminated and expired, the Participant shall have the right immediately prior to such dissolution or liquidation to exercise any Option granted hereunder to the extent that the right to purchase Shares thereunder has become exercisable as of the date immediately prior to such dissolution or liquidation. PAGE 21 VIII. TERMINATION OF THE PLAN The Plan shall terminate fifteen (15) years from the date of its adoption. The Plan may be terminated at an earlier date by vote of the Board; provided, however, that any such earlier termination shall not affect any Options granted or Option Agreements executed prior to the effective date of such termination. Except as may otherwise by provided for under Articles VI and VII, and notwithstanding anything in this Plan to the contrary, any Options granted prior to the effective date of the Plan's termination may be exercised, if otherwise exercisable until ten (10) years have elapsed from the date the Option is granted, and the provisions of the Plan with respect to the full and final authority of the Committee under the Plan shall continue to control. IX. AMENDMENT OF THE PLAN The Plan may be amended by the Board and such amendment shall become effective upon adoption by the Board; provided, however, that any amendment to Article II above or that otherwise requires the approval of the stockholders of the Company in accordance with the Rule 16b-3 requirements of the Securities Exchange Act of 1934, as amended from time to time, shall be subject to approval of the stockholders within the requisite time period of such Act, and provided, further, that the Plan may not be amended more frequently than once every six (6) months, unless an amendment is necessary to comply with the Code or the Employee Retirement Income Security Act of 1974, as amended, and is otherwise permitted by Rule 16b-3. X. INDEMNIFICATION OF COMMITTEE In addition to such other rights of indemnification as they may have as directors or members of the Committee, the members of the Committee shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken by them as members of the Committee and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that the Committee member is liable for gross negligence or willful misconduct in the performance of his or her duties. To receive such indemnification, a Committee member must first offer in writing to the Company the opportunity, at his own expense, to defend any such action, suit or proceeding. XI. RESTRICTIONS If the Company shall determine, in its discretion, that the Shares under the Plan must be registered or qualified under any applicable state or federal securities law before they may be offered or sold to the Participant, or that the consent or approval of any governmental regulatory body is necessary or desirable in connection with the issuance of such Shares, such Option may not be exercised by the Participant unless the Shares have been so registered, qualified, or listed, or until such consent or approval shall have been obtained, free of any conditions not acceptable to the Company. The Company shall use reasonable efforts to qualify the Shares, obtain the benefit of any applicable exemption from such qualification, or obtain any such consent or approval, provided that no Participant shall have any right to require the company to undertake any registration or other action which the Company determines, in its sole discretion, to be unduly burdensome. XII. SAVINGS CLAUSE This Plan intended to comply in all respects with applicable law and regulations, including Rule 16b-3 of the Securities and Exchange Commission. In case any one or more provisions of this Plan shall be held invalid, illegal, or unenforceable in any respect under applicable law and regulation (including Rule 16b-3), the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal, or unenforceable provisions shall be deemed null and void; however, to the extent permitted by law, any provision that could be deemed null and void shall first be construed, interpreted, or revised retroactively to permit this Plan to be construed in compliance with all applicable law (including Rule 16b-3) so as to foster the intent of this Plan. Notwithstanding anything herein to the contrary, no grant of, or Option to purchase, Shares shall permit unrestricted ownership of Shares by the Participant for at least six (6) months from the date of grant or Option to purchase. PAGE 22 XIII. EFFECTIVE DATE This Plan shall become effective upon adoption by the Board. The adoption of the Plan shall be subject to subsequent approval by the stockholders of the Company at the next annual meeting of the company's stockholders unless such approval is not required by any rules or regulations promulgated by the Securities and Exchange Commission under Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time. Notwithstanding the foregoing, if the Plan shall have been approved by the Board prior to such annual meeting, Options shall be granted to Eligible Directors prior to the date of such annual meeting in accordance with Article V, subject to such subsequent stockholder approval but such Options shall not become exercisable until such approval is obtained or its is determined that such approval is not required. XIV. GOVERNING LAW This Plan shall be governed by the laws of the State of Delaware and construed in accordance therewith. Originally adopted and effective on the 29th day of October, 1993 by the Board of Directors. Amended and restated this 11th day of December 1998 by the Board of Directors. PAGE 23 EXHIBIT 10(j) USFREIGHTWAYS CORPORATION USFREIGHTWAYS CORPORATION LONG-TERM INCENTIVE PLAN RESTATED AS OF APRIL 30, 1999 USFREIGHTWAYS CORPORATION LONG-TERM INCENTIVE PLAN 1. PURPOSE The USFreightways Corporation Long-Term Incentive Plan is adopted January 24, 1997. The Plan is designed to attract and retain selected employees of the Company and its Affiliates, and reward them for making major contributions to the success of the Company and its Affiliates. These objectives are accomplished by making long-term incentive awards under the Plan that will offer Participants an opportunity to have a greater proprietary interest in, and closer identity with, the Company and its Affiliates and their financial success. The Awards may consist of: (a) Incentive Options; (b) Nonstatutory Options; (c) Restricted Stock; (d) Rights; (e) Performance Awards; or (f) Cash Awards or any combination of the foregoing, as the Committee may determine. The Plan is intended to qualify certain compensation awarded under the Plan for tax deductibility under Section 162(m) of the Code to the extent deemed appropriate by the Committee. The Plan and the grant of Awards hereunder are expressly conditioned upon the Plan's approval by the stockholders of the Company. If such approval is not obtained, then this Plan and all Awards hereunder shall be null and void ab initio. PAGE 24 2. DEFINITIONS (a) Affiliate means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that, for purposes of Section 422 of the Code, is a subsidiary of the Company, direct or indirect. (b) Award means the grant to any employee of any form of Option, Restricted Stock, Right, Performance Award, or Cash Award, whether granted singly, in combination, or in tandem, and pursuant to such terms, conditions, and limitations as the Committee may establish in order to fulfill the objectives of the Plan. (c) Award Agreement means an agreement entered into between the Company and a Participant under which an Award is granted and which sets forth the terms, conditions, and limitations applicable to the Award. (d) Board means the Board of Directors of the Company. (e) Cash Award means an Award of cash, subject to the requirements of Section 11 and such other restrictions as the Committee deems appropriate or desirable. (f) Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. (g) Committee means the committee to which the Board delegates the power to act under or pursuant to the provisions of the Plan, or the Board if no committee is selected. If the Board delegates powers to a committee, and if the Company is or becomes subject to Section 16 of the Exchange Act, then, if necessary for compliance therewith, such committee shall consist initially of not less than two (2) members of the Board, each member of which must be a "non-employee director," within the meaning of the applicable rules promulgated pursuant to the Exchange Act. If the Company is or becomes subject to Section 16 of the Exchange Act, no member of the Committee shall receive any Award pursuant to the Plan or any similar plan of the Company or any Affiliate while serving on the Committee, unless the Board determines that the grant of such an Award satisfies the then current Rule 16b-3 requirements under the Exchange Act. Notwithstanding anything herein to the contrary, and insofar as it is necessary in order for compensation recognized by Participants pursuant to the Plan to be fully deductible to the Company for federal income tax purposes, each member of the Committee also shall be an "outside director" (as defined in regulations or other guidance issued by the Internal Revenue Service under Code Section 162(m)). (h) Common Stock means the common stock of the Company. (i) Company means USFreightways Corporation, a Delaware corporation, and any successor or assignee corporation or corporations into which the Company may be merged, changed, or consolidated; any corporation for whose securities the securities of the Company shall be exchanged; and any assignee of or successor to substantially all of the assets of the Company. (j) Disability or Disabled means a permanent and total disability as defined in Section 22(e)(3) of the Code. (k) Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto. (l) Fair Market Value means, if the Shares are listed on any national securities exchange, the closing sales price, if any, on the largest such exchange on the valuation date, or, if none, on the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date. If the Shares are not then listed on any such exchange, the fair market value of such Shares shall be the closing sales price if such is reported, or otherwise the mean between the closing "Bid" and the closing "Ask" prices, if any, as reported in the National Association of Securities Dealers Automated Quotation System ("NASDAQ") for the valuation date, or if none, on the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date. If the Shares are not then either listed on any such exchange or quoted in NASDAQ, or there has been no trade date within such thirty (30) day period, the fair market value shall be the mean between the average of the "Bid" and the average of the "Ask" prices, if any, as reported in the National Daily Quotation System for the valuation date, or, if none, for the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date. If the fair market value cannot be determined under the preceding three sentences, it shall be determined in good faith by the Committee. PAGE 25 (m) Incentive Option means an Option that, when granted, is intended to be an "incentive stock option," as defined in Section 422 of the Code. (n) Nonstatutory Option means an Option that, when granted, is not intended to be an "incentive stock option," as defined in Section 422 of the Code. (o) Normal Retirement means termination of a Participant's employment with the Company or one of its Affiliates after the Participant reaches the age of 65. (p) Option means a right or option to purchase Common Stock, including Restricted Stock if the Committee so determines. (q) Participant means an employee to whom one or more Awards are granted under the Plan. (r) Performance Award means an Award subject to the requirements of Section 10, and such performance conditions as the Committee deems appropriate or desirable. (s) Plan means the USFreightways Corporation Long-Term Incentive Plan, as amended from time to time. (t) Restricted Stock means an Award made in Common Stock or denominated in units of Common Stock and delivered under the Plan, subject to the requirements of Section 8, such other restrictions as the Committee deems appropriate or desirable, and as awarded in accordance with the terms of the Plan. (u) Right means a stock appreciation right delivered under the Plan, subject to the requirements of Section 9 and as awarded in accordance with the terms of the Plan. (v) Shares means the following shares of the capital stock of the Company as to which Options or Restricted Stock have been or may be granted under the Plan and upon which Rights or units of Restricted Stock may be based: treasury or authorized but unissued Common Stock, $.01 par value, of the Company, or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Section 17 of the Plan. 3. SHARES SUBJECT TO THE PLAN The aggregate number of Shares as to which Awards may be granted from time to time shall be two million nine hundred fifty thousand (2,950,000) shares of which no more than fifty thousand (50,000) shares are for restricted stock awards having 0% Fair Market Value basis (subject to adjustments for stock splits, stock dividends, and other adjustments described in Section 17 hereof). In accordance with Code Section 162(m), if applicable, the aggregate number of Shares as to which Awards may be granted in any one calendar year to any one employee shall not exceed three hundred thousand (300,000) Shares (subject to adjustment for stock splits, stock dividends, and other adjustments described in Section 17 hereof). From time to time, the Committee and appropriate officers of the Company shall take whatever actions are necessary to file required documents with governmental authorities and stock exchanges so as to make Shares available for issuance pursuant to the Plan. Shares subject to Awards that expire or that are forfeited, terminated, unexercised, canceled by agreement of the Company and the Participant, settled in cash in lieu of Common Stock or in such manner that all or some of the Shares covered by such Awards are not issued to a Participant, or are exchanged for Awards that do not involve Common Stock, shall immediately become available for Awards. Awards payable in cash shall not reduce the number of Shares available for Awards under the Plan. Except as otherwise set forth herein, the aggregate number of Shares as to which Awards may be granted shall be subject to change only by means of an amendment of the Plan duly adopted by the Company and approved by the stockholders of the Company within one year before or after the date of the adoption of the amendment. PAGE 26 4. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum at any meeting thereof (including by telephone conference) and the acts of a majority of the members present, or acts approved in writing by a majority of the entire Committee without a meeting, shall be the acts of the Committee for purposes of this Plan. The Committee may authorize one or more of its members or an officer of the Company to execute and deliver documents on behalf of the Committee. A member of the Committee shall not exercise any discretion respecting himself or herself under the Plan. The Board shall have the authority to remove, replace or fill any vacancy of any member of the Committee upon notice to the Committee and the affected member. Any member of the Committee may resign upon notice to the Board. The Committee may allocate among one or more of its members, or may delegate to one or more of its agents, such duties and responsibilities as it determines. Subject to the provisions of the Plan, the Committee is authorized to: (a) Interpret the provisions of the Plan and any Award or Award Agreement, and make all rules and determinations that it deems necessary or advisable to the administration of the Plan; (b) Determine which employees of the Company or an Affiliate shall be designated as Participants and which of the employees shall be granted Awards; (c) Determine whether an Option to be granted shall be an Incentive Option or Nonstatutory Option; (d) Determine the number of Shares for which an Option or Restricted Stock shall be granted; (e) Determine the number of Rights, the Cash Award or the Performance Award to be granted; (f) Provide for the acceleration of the right to exercise any Award; and (g) Specify the terms, conditions, and limitations upon which Awards may be granted; provided, however, that with respect to Incentive Options, all such interpretations, rules, determinations, terms, and conditions shall be made and prescribed in the context of preserving the tax status of the Incentive Options as incentive stock options within the meaning of Section 422 of the Code. The Committee may delegate to the chief executive officer and to other senior officers of the Company or its Affiliates its duties under the Plan pursuant to such conditions or limitations as the Committee may establish, except that only the Committee may select, and grant Awards to, Participants who are subject to Section 16 of the Exchange Act. All determinations of the Committee shall be made by a majority of its members. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award. The Committee shall have the authority at any time to cancel Awards for reasonable cause and to provide for the conditions and circumstances under which Awards shall be forfeited. Any determination made by the Committee pursuant to the provisions of the Plan shall be made in its sole discretion, and in the case of any determination relating to an Award, may be made at the time of the grant of the Award or, unless in contravention of any express term of the Plan or an Agreement, at any time thereafter. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and the Participants. No determination shall be subject to de novo review if challenged in court. PAGE 27 5. ELIGIBILITY FOR PARTICIPATION Awards may be granted under this Plan only to employees of the Company or its Affiliates. The foregoing notwithstanding, each Participant receiving an Incentive Option must be an employee of the Company or of an Affiliate at the time the Incentive Option is granted. The Committee may at any time and from time to time grant one or more Awards to one or more employees and may designate the number of Shares, if applicable, to be subject to each Award so granted, provided, however that no Incentive Option shall be granted after the expiration of ten (10) years from the earlier of the date of the adoption of the Plan by the Company or the approval of the Plan by the stockholders of the Company, and provided further, that the Fair Market Value of the Shares (determined at the time the Option is granted) as to which Incentive Options are exercisable for the first time by any employee during any single calendar year (under the Plan and under any other incentive stock option plan of the Company or an Affiliate) shall not exceed Two Million Dollars ($2,000,000). To the extent that the Fair Market Value of such Shares exceeds Two Million Dollars ($2,000,000), the Shares subject to Option in excess of Two Million Dollars ($2,000,000) shall, without further action by the Committee, automatically be converted to Nonstatutory Options. Notwithstanding any of the foregoing provisions, the Committee may authorize the grant of an Award to a person not then in the employ of, or engaged by, the Company or of an Affiliate, conditioned upon such person becoming eligible to be granted an Award at or prior to the execution of the Award Agreement evidencing the actual grant of such Award. 6. AWARDS UNDER THIS PLAN As the Committee may determine, the following types of Awards may be granted under the Plan on a stand alone, combination, or tandem basis: (a) Incentive Option An Award in the form of an Option that shall comply with the requirements of Section 422 of the Code. Subject to adjustments in accordance with the provisions of Section 17, the aggregate number of Shares that may be subject to Incentive Options under the Plan shall not exceed Two Million (2,000,000). (b) Nonstatutory Option An Award in the form of an Option that shall not be intended to comply with the requirements of Section 422 of the Code. (c) Restricted Stock An Award made to a Participant in Common Stock or denominated in units of Common Stock, subject to future service and such other restrictions and conditions as may be established by the Committee, and as set forth in the Award Agreement, including but not limited to continuous service with the Company or its Affiliates, achievement of specific business objectives, increases in specified indices, attaining growth rates, and other measurements of Company or Affiliate performance. (d) Stock Appreciation Right An Award in the form of a Right to receive the excess of the Fair Market Value of a Share on the date the Right is exercised over the Fair Market Value of a Share on the date the Right was granted. (e) Performance Awards An Award made to a Participant that is subject to performance conditions specified by the Committee, including but not limited to continuous service with the Company or its Affiliates, achievement of specific business objectives, increases in specified indices, attaining growth rates, and other measurements of Company or Affiliate performance. (f) Cash Awards An Award made to a Participant and denominated in cash, with the eventual payment subject to future service and such other restrictions and conditions as may be established by the Committee, and as set forth in the Award Agreement. Each Award under the Plan shall be evidenced by an Award Agreement. Delivery of an Award Agreement to each Participant shall constitute an agreement between the Company and the Participant as to the terms and conditions of the Award. PAGE 28 7. TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS Each Option shall be set forth in an Award Agreement, duly executed on behalf of the Company and by the Participant to whom such Option is granted. Except for the setting of the Option price under Section 7(a), no Option shall be granted and no purported grant of any Option shall be effective until such Award Agreement shall have been duly executed on behalf of the Company and by the Participant. Each such Award Agreement shall be subject to at least the following terms and conditions: (a) Option Price The purchase price of the Shares covered by each Option granted under the Plan shall be determined by the Committee. In the case of a grant of an Incentive Option (provided the Participant owns directly or by reason of the applicable attribution rules ten percent (10%) or less of the total combined voting power of all classes of share capital of the Company), and in the case of any grant of a Nonstatutory Option, the Option price per share of the Shares covered by each such Option shall be not less than the Fair Market Value of the Shares on the date of the grant of the Option. In all cases of Incentive Options not covered by the preceding sentence, the Option price shall be not less than one hundred ten percent (110%) of the Fair Market Value on the date of grant. (b) Number of Shares Each Option shall state the number of Shares to which it pertains. (c) Term of Option Each Incentive Option shall terminate not more than ten (10) years from the date of the grant thereof, or at such earlier time as the Award Agreement may provide, and shall be subject to earlier termination as herein provided, except that if the Option price is required under Section 7(a) to be at least one hundred ten percent (110%) of Fair Market Value, each such Incentive Option shall terminate not more than five (5) years from the date of the grant thereof, and shall be subject to earlier termination as herein provided. The Committee shall determine the time at which a Nonstatutory Option shall terminate. (d) Date of Exercise Upon the authorization of the grant of an Option, or at any time thereafter, the Committee may, subject to the provisions of Section 7(c), prescribe the date or dates on which the Option becomes exercisable, and may provide that the Option become exercisable in installments over a period of years, or upon the attainment of stated goals. (e) Medium of Payment The Option price shall be payable upon the exercise of the Option, as set forth in Section 7(j). It shall be payable in such form (permitted by Section 422 of the Code in the case of Incentive Options) as the Committee shall, either by rules promulgated pursuant to the provisions of Section 4 of the Plan, or in the particular Award Agreement, provide. PAGE 29 (f) Termination of Employment (1) A Participant who ceases to be an employee of the Company or of an Affiliate for any reason other than death, Disability, Normal Retirement or termination "for cause," as defined in Section 7(f)(2), may exercise any Option granted to such Participant, to the extent that the right to purchase Shares thereunder has become exercisable on the date of such termination, but only within three (3) months after such date of termination, or, if earlier, within the originally prescribed term of the Option. A Participant's employment shall not be deemed terminated by reason of a transfer to another employer that is the Company or an Affiliate. (2) A Participant who ceases to be an employee of the Company or of an Affiliate "for cause" shall, upon such termination, cease to have any right to exercise any Option. For purposes of this Plan, cause shall mean (A) a Participant's theft or embezzlement, or attempted theft or embezzlement, of money or property of the Company or of an Affiliate, a Participant's perpetration or attempted perpetration of fraud, or a Participant's participation in a fraud or attempted fraud, on the Company or of an Affiliate or a Participant's unauthorized appropriation of, or a Participant's attempt to misappropriate, any tangible or intangible assets or property of the Company or of an Affiliate; (B) any act or acts of disloyalty, dishonesty, misconduct, moral turpitude, or any other act or acts by a Participant injurious to the interest, property, operations, business or reputation of the Company or of an Affiliate; (C) a Participant's commission of a felony or any other crime the commission of which results in injury to the Company or of an Affiliate; or (D) any violation of any restriction on the disclosure or use of confidential information of the Company or of an Affiliate or on competition with the Company or of an Affiliate or any of its businesses as then conducted. The determination of the Committee as to the existence of cause shall be conclusive and binding upon the Participant and the Company or the Affiliate. (3) A Participant who is absent from work with the Company or an Affiliate because of temporary disability (any disability other than a Disability), or who is on leave of absence for any purpose permitted by any authoritative interpretation (i.e., regulation, ruling, case law, etc.) of Section 422 of the Code, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated his or her employment or relationship with the Company or with an Affiliate, except as the Committee may otherwise expressly provide or determine. (4) Section 7(f)(1) shall control and fix the rights of a Participant who ceases to be an employee of the Company or of an Affiliate for any reason other than Disability, death, Normal Retirement or termination "for cause," and who subsequently becomes Disabled or dies. Nothing in Section 7(g) and (h) shall be applicable in any such case. (g) Total and Permanent Disability A Participant, who ceases to be an employee of the Company or of an Affiliate by reason of Disability, may exercise any Option granted to such Participant (notwithstanding that the Participant might not have been able to exercise the Option as to some or all of the Shares if the Participant had not become Disabled) within a period of not more than twelve (12) months after the date that the Participant became Disabled as determined by the Committee, or, if earlier, within the originally prescribed term of the Option. (h) Death In the event that a Participant to whom an Option has been granted ceases to be an employee of the Company or of an Affiliate by reason of such Participant's death, any Option granted to such Participant (notwithstanding that the Participant might not have been able to exercise the Option as to some or all of the Shares if the Participant had not died) may be exercised by the Participant's estate or personal representative within a period of not more than twelve (12) months after the date of death of such Participant or, if earlier, within the originally prescribed term of the Option. PAGE 30 (i) Normal Retirement Except as otherwise mandated by Code Section 422, a Participant, who ceases to be an employee of the Company or of an Affiliate by reason of such Participant's Normal Retirement, may exercise any Option (notwithstanding that the Participant might not have been able to exercise the Option as to some or all of the Shares if the Participant had not terminated his or her employment because of Normal Retirement) within a period of not more than twelve (12) months after the date of Normal Retirement, or, if earlier, within the originally prescribed term of the Option. (j) Exercise of Option and Issuance of Stock Options shall be exercised by giving written notice to the Company. Such written notice shall: (1) be signed by the person exercising the Option, (2) state the number of Shares with respect to which the Option is being exercised, (3) contain the warranty required by Section 7(n), if applicable, and (4) specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased. Such tender and conveyance shall take place at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option. On the date specified in such written notice (which date may be extended by the Company in order to comply with any law or regulation that requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares in cash, by bank or certified check, by wire transfer, or by such other means as may be approved by the Committee and shall deliver to the person or persons exercising the Option in exchange therefor an appropriate certificate or certificates for fully paid nonassessable Shares or undertake to deliver certificates within a reasonable period of time. In the event of any failure to take up and pay for the number of Shares specified in such written notice on the date set forth therein (or on the extended date as above provided), the right to exercise the Option shall terminate with respect to such number of Shares, but shall continue with respect to the remaining Shares covered by the Option and not yet acquired pursuant thereto. If approved in advance by the Committee, payment in full or in part also may be made (1) by delivering Shares already owned by the Participant having a total Fair Market Value on the date of such delivery equal to the Option price; (2) by the execution and delivery of a note or other evidence of indebtedness (and any security agreement thereunder) satisfactory to the Committee; (3) by authorizing the Company to retain Shares that otherwise would be issuable upon exercise of the Option having a total Fair Market Value on the date of delivery equal to the Option price; (4) by the delivery of cash or the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with part 220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called "cashless" exercise); or (5) by any combination of the foregoing. (k) Rights as a Stockholder No Participant to whom an Option has been granted shall have rights as a stockholder with respect to any Shares covered by such Option except as to such Shares as have been registered in the Company's share register in the name of such Participant upon the due exercise of the Option and tender of the full Option price. (l) Assignability and Transferability of Option Unless otherwise permitted by the Code and by Rule 16b-3 of the Exchange Act, if applicable, and approved in advance by the Committee, an Option granted to a Participant shall not be transferable by the Participant and shall be exercisable, during the Participant's lifetime, only by such Participant or, in the event of the Participant's incapacity, his guardian or legal representative. Except as otherwise permitted herein, such Option shall not be assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment, or similar process and any attempted transfer, assignment, pledge, hypothecation or other disposition of any Option or of any rights granted thereunder contrary to the provisions of this Section 7(l), or the levy of any attachment or similar process upon an Option or such rights, shall be null and void. PAGE 31 (m) Other Provisions The Award Agreement for an Incentive Option shall contain such limitations and restrictions upon the exercise of the Option as shall be necessary in order that such Option can be an "incentive stock option" within the meaning of Section 422 of the Code. Further, the Award Agreements authorized under the Plan shall be subject to such other terms and conditions including, without limitation, restrictions upon the exercise of the Option, as the Committee shall deem advisable and which, in the case of Incentive Options, are not inconsistent with the requirements of Section 422 of the Code. (n) Purchase for Investment If Shares to be issued upon the particular exercise of an Option shall not have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended, the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled. The person who exercises such Option shall warrant to the Company that, at the time of such exercise, such person is acquiring his or her Option Shares for investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and shall make such other representations, warranties, acknowledgments, and affirmations, if any, as the Committee may require. In such event, the person acquiring such Shares shall be bound by the provisions of the following legend (or similar legend) which shall be endorsed upon the certificate(s) evidencing his or her Option Shares issued pursuant to such exercise. "The shares represented by this certificate have been acquired for investment and they may not be sold or otherwise transferred by any person, including a pledgee, in the absence of an effective registration statement for the shares under the Securities Act of 1933 or an opinion of counsel satisfactory to the Company that an exemption from registration is then available." "The shares of stock represented by this certificate are subject to all of the terms and conditions of a certain Agreement dated as of _________________, _____, among the Company and certain of its stockholders. A copy of the Agreement is on file in the office of the Secretary of the Company. The Agreement provides, among other things, for restrictions upon the holder's right to transfer the shares represented hereby, and for certain prior rights to purchase and certain obligations to sell the shares of common stock evidenced by this certificate at a designated purchase price determined in accordance with certain procedures. Any attempted transfer of these shares other than in compliance with the Agreement shall be void and of no effect. By accepting the shares of stock evidenced by this certificate, any permitted transferee agrees to be bound by all of the terms and conditions of said Agreement." Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining any consent that the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). (o) Repricing The Committee may not at any time reduce the exercise price of an Option previously awarded to any Participant, whether through amendment, cancellation or replacement grants, or any other means (subject to adjustments for stock splits, stock dividends, and other adjustments described in Section 17 hereof). 8. REQUIRED TERMS AND CONDITIONS OF RESTRICTED STOCK (a) The Committee may from time to time grant an Award in Shares of Common Stock or grant an Award denominated in units of Common Stock, for such consideration, if any, as the Committee deems appropriate (which amount may be less than the Fair Market Value of the Common Stock on the date of the Award), and subject to such restrictions and conditions and other terms as the Committee may determine at the time of the Award (including, but not limited to, continuous service with the Company or its Affiliates, achievement of specific business objectives, increases in specified indices, attaining growth rates, and other measurements of Company or Affiliate performance), and subject further to the general provisions of the Plan, the applicable Award Agreement, and the following specific rules. (b) If Shares of Restricted Stock are awarded, such Shares cannot be assigned, sold, transferred, pledged, or hypothecated prior to the lapse of the restrictions applicable thereto, and, in no event, prior to six (6) months from the date of the Award. The Company shall issue, in the name of the Participant, stock certificates representing the total number of Shares of Restricted Stock awarded to the Participant, as soon as may be reasonably practicable after the grant of the Award. PAGE 32 (c) Restricted Stock issued to a Participant under the Plan shall be governed by an Award Agreement that shall specify whether Shares of Common Stock are awarded to the Participant, or whether the Award shall be one not of Shares of Common Stock but one denominated in units of Common Stock, any consideration required thereto, and such other provisions as the Committee shall determine. (d) Subject to the provisions of Section 8(b) and (e) hereof and the restrictions set forth in the related Award Agreement, the Participant receiving an Award of Shares of Restricted Stock shall thereupon be a stockholder with respect to all of the Shares represented by such certificate or certificates and shall have the rights of a stockholder with respect to such Shares, including the right to vote such Shares and to receive dividends and other distributions made with respect to such Shares. All Common Stock received by a Participant as the result of any dividend on the Shares of Restricted Stock, or as the result of any stock split, stock distribution, or combination of the Shares affecting Restricted Stock, shall be subject to the restrictions set forth in the related Award Agreement. (e) Restricted Stock or units of Restricted Stock awarded to a Participant pursuant to the Plan will be forfeited, and any Shares of Restricted Stock or units of Restricted Stock sold to a Participant pursuant to the Plan may, at the Company's option, be resold to the Company for an amount equal to the price paid therefor, and in either case, such Restricted Stock or units of Restricted Stock shall revert to the Company, if the Company so determines in accordance with Section 13 or any other condition set forth in the Award Agreement, or, alternatively, if the Participant's employment with the Company or its Affiliates terminates, other than for reasons set forth in Section 12, prior to the expiration of the forfeiture or restriction provisions set forth in the Award Agreement. (f) The Committee, in its discretion, shall have the power to accelerate the date on which the restrictions contained in the Award Agreement shall lapse with respect to any or all Restricted Stock awarded under the Plan. (g) The Committee may prescribe such other restrictions, conditions, and terms applicable to Restricted Stock issued to a Participant under the Plan that are neither inconsistent with nor prohibited by the Plan or the Award Agreement, including, without limitation, terms providing for a lapse of the restrictions of this Section or any Award Agreement in installments. (h) Notwithstanding anything in this Article 8 to the contrary, any restriction period imposed hereunder shall be for a period of not less than three (3) years, if such restriction is based upon continuous service with the Company or its Affiliates. 9. REQUIRED TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS If deemed by the Committee to be in the best interests of the Company, a Participant may be granted a Right. Each Right shall be granted subject to such restrictions and conditions and other terms as the Committee may specify in the Award Agreement at the time the Right is granted, subject to the general provisions of the Plan, and the following specific rules. (a) Rights may be granted, if at all, either singly, in combination with another Award, or in tandem with another Award. At the time of grant of a Right, the Committee shall specify the base price of Common Stock to be used in connection with the calculation described in Section 9(b), provided that the base price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share of Common Stock on the date of grant, unless approved by the Board. (b) Upon exercise of a Right, which shall be not less than six (6) months from the date of the grant, the Participant shall be entitled to receive in accordance with Section 14, and as soon as practicable, the excess of the Fair Market Value of one Share of Common Stock on the date of exercise over the base price specified in such Right, multiplied by the number of Shares of Common Stock then subject to the Right, or the portion thereof being exercised. (c) Notwithstanding anything herein to the contrary, if the Award granted to a Participant allows him or her to elect to cancel all or any portion of an unexercised Option by exercising an additional or tandem Right, then the Option price per Share of Common Stock shall be used as the base price specified in Section 9(a) to determine the value of the Right upon such exercise and, in the event of the exercise of such Right, the Company's obligation with respect to such Option or portion thereof shall be discharged by payment of the Right so exercised. In the event of such a cancellation, the number of Shares as to which such Option was canceled shall become available for use under the Plan, less the number of Shares, if any, received by the Participant upon such cancellation in accordance with Section 14. (d) A Right may be exercised only by the Participant (or, if applicable under Section 12, by a legatee or legatees of such Right, or by the Participant's executors, personal representatives, or distributees). PAGE 33 10. PERFORMANCE AWARDS (a) A Participant may be granted an Award that is subject to performance conditions specified by the Committee. The Committee may use business criteria and other measures of performance it deems appropriate in establishing any performance conditions (including, but not limited to, continuous service with the Company or its Affiliates, achievement of specific business objectives, increases in specified indices, attaining growth rates, and other measurements of Company or Affiliate performance), and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except as otherwise limited under Section 10(c) and (d), below, in the case of a Performance Award intended to qualify under Code Section 162(m). (b) Any Performance Award will be forfeited if the Company so determines in accordance with Section 13 or any other condition set forth in the Award Agreement, or, alternatively, if the Participant's employment with the Company or its Affiliates terminates, other than for reasons set forth in Section 12, prior to the expiration of the time period over which the performance conditions are to be measured. (c) If the Committee determines that a Performance Award to be granted to an employee should qualify as "performance-based compensation" for purposes of Code Section 162(m), the grant and/or settlement of such Performance Award shall be contingent upon achievement of preestablished performance goals and other terms set forth in Section 10(c). (1) Performance Goals Generally. The performance goals for such Performance Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to such criteria, as specified by the Committee consistent with this Section 10(c). Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m), including the requirement that the level or levels of performance targeted by the Committee result in the performance goals being "substantially uncertain." The Committee may determine that more than one performance goal must be achieved as a condition to settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants. (2) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified Affiliates or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used exclusively by the Committee in establishing performance goals for such Performance Awards: (A) total stockholder return; (B) such total stockholder return as compared to the total return (on a comparable basis) of a publicly available index such as, but not limited to, the Standard & Poor's 500 or the Nasdaq-U.S. Index; (C) net income; (D) pre-tax earnings; (E) EBITDA; (F) pre-tax operating earnings after interest expense and before bonuses, service fees, and extraordinary or special items; (G) operating margin; (H) earnings per share; (I) return on equity; (J) return on capital; (K) return on investment; (L) operating income, excluding the effect of charges for acquired in-process technology and before payment of executive bonuses; (M) earnings per share, excluding the effect of charges for acquired in-process technology and before payment of executive bonuses; (N) working capital; and (O) total revenues. The foregoing business criteria also may be used in establishing performance goals for Cash Awards granted under Section 11 hereof. (3) Compensation Limitation. No employee may receive a Performance Award in excess of $1 million for any three (3) year period. (d) Achievement of performance goals in respect of such Performance Awards shall be measured over such periods as may be specified by the Committee. Performance goals shall be established on or before the dates that are required or permitted for "performance-based compensation" under Code Section 162(m). (e) Settlement of Performance Awards may be in cash or Shares, or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable in respect of a Performance Award subject to Code Section 162(m). PAGE 34 11. REQUIRED TERMS AND CONDITIONS OF CASH AWARDS (a) The Committee may from time to time authorize the award of cash payments under the Plan to Participants, subject to such restrictions and conditions and other terms as the Committee may determine at the time of authorization (including, but not limited to, continuous service with the Company or its Affiliates, achievement of specific business objectives, increases in specified indices, attaining growth rates, and other measurements of Company or Affiliate performance), and subject to the general provisions of the Plan, the applicable Award Agreement, and the following specific rules. (b) Any Cash Award will be forfeited if Company so determines in accordance with Section 13 or any other condition set forth in the Award Agreement, or, alternatively, if the Participant's employment with the Company or its Affiliates terminates, other than for reasons set forth in Section 12, prior to the attainment of any goals set forth in the Award Agreement or prior to the expiration of the forfeiture or restriction provisions set forth in the Award Agreement, whichever is applicable. (c) The Committee, in its discretion, shall have the power to change the date on which the restrictions contained in the Award Agreement shall lapse, or the date on which goals are to be measured, with respect to any Cash Award. (d) Any Cash Award, if not previously forfeited, shall be payable in accordance with Section 14 as soon as practicable after the restrictions lapse or the goals are attained. (e) The Committee may prescribe such other restrictions, conditions, and terms applicable to the Cash Awards issued to a Participant under the Plan that are neither inconsistent with nor prohibited by the Plan or the Award Agreement, including, without limitation, terms providing for a lapse of the restrictions, or a measurement of the goals, in installments. 12. TERMINATION OF EMPLOYMENT Except as may otherwise be (A) provided in Section 7 for Options, (B) provided for under the Award Agreement, or (C) permitted pursuant to Sections 12(a) and (c) (subject to the limitations under the Code for Incentive Options), if the employment of a Participant terminates, all unexpired, unpaid, unexercised, or deferred Awards shall be canceled immediately. (a) Retirement under a Company or Affiliate Retirement Plan. When a Participant's employment terminates as a result of retirement as defined under a Company or Affiliate retirement plan but such retirement is not a Normal Retirement as defined under the Section 2(o) of the Plan, the Committee may permit Awards to continue in effect beyond the date of retirement in accordance with the applicable Award Agreement, and/or the exercisability and vesting of any Award may be accelerated. (b) Resignation in the Best Interests of the Company or an Affiliate. When a Participant resigns from the Company or an Affiliate and, in the judgment of the chief executive officer or other senior officer designated by the Committee, the acceleration and/or continuation of outstanding Awards would be in the best interests of the Company, the Committee may (i) authorize, where appropriate, the acceleration and/or continuation of all or any part of Awards granted prior to such termination and (ii) permit the exercise, vesting, and payment of such Awards for such period as may be set forth in the applicable Award Agreement, subject to earlier cancellation pursuant to Section 13 or at such time as the Committee shall deem the continuation of all or any part of the Participant's Awards are not in the Company's or its Affiliate's best interests. PAGE 35 (c) Death or Disability of a Participant (1) In the event of a Participant's death, the Participant's estate or beneficiaries shall have a period up to the earlier of (A) the expiration date specified in the Award Agreement, or (B) the expiration date specified Section 7(h), within which to receive or exercise any outstanding Awards held by the Participant under such terms as may be specified in the applicable Award Agreement. Rights to any such outstanding Awards shall pass by will or the laws of descent and distribution in the following order: (i) to beneficiaries so designated by the Participant; (ii) to a legal representative of the Participant; or (iii) to the persons entitled thereto as determined by a court of competent jurisdiction. Awards so passing shall be made at such times and in such manner as if the Participant were living. (2) In the event a Participant is determined by the Company to be Disabled, and subject to the limitations of Section 7(g), Awards may be paid to, or exercised by, the Participant, if legally competent, or by a legally designated guardian or other representative if the Participant is legally incompetent by virtue of such Disability. (3) After the death or Disability of a Participant, the Committee may in its sole discretion at any time (A) terminate restrictions in Award Agreements; (B) accelerate any or all installments and rights; and/or (C) instruct the Company to pay the total of any accelerated payments in a lump sum to the Participant, the Participant's estate, beneficiaries or representative, notwithstanding that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the Awards ultimately might have become payable to other beneficiaries. 13. CANCELLATION AND RESCISSION OF AWARDS Unless the Award Agreement specifies otherwise, the Committee may cancel any unexpired, unpaid, unexercised, or deferred Awards at any time if the Participant is not in compliance with the applicable provisions of the Award Agreement, the Plan, or with the following conditions: (a) A Participant shall not breach any protective agreement entered into between him or her and the Company or any Affiliates, or render services for any organization or engage directly or indirectly in any business which, in the judgment of the chief executive officer of the Company or other senior officer designated by the Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company. For a Participant whose employment has terminated, the judgment of the chief executive officer shall be based on terms of the protective agreement, if applicable, or on the Participant's position and responsibilities while employed by the Company or its Affiliates, the Participant's post-employment responsibilities and position with the other organization or business, the extent of past, current, and potential competition or conflict between the Company and other organization or business, the effect of the Participant's assuming the post-employment position on the Company's or its Affiliate's customers, suppliers, investors, and competitors, and such other considerations as are deemed relevant given the applicable facts and circumstances. A Participant may, however, purchase as an investment or otherwise, stock or other securities of any organization or business so long as they are listed upon a recognized securities exchange or traded over-the-counter, and such investment does not represent a substantial investment to the Participant or a greater than one percent (1%) equity interest in the organization or business. (b) A Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company or its Affiliates, or use in other than the Company's or Affiliate's business, any confidential information or materials relating to the business of the Company or its Affiliates, acquired by the Participant either during or after employment with the Company or its Affiliates. PAGE 36 (c) A Participant shall disclose promptly and assign to the Company all right, title, and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment with the Company or an Affiliate, relating in any manner to the actual or anticipated business, research, or development work of the Company or its Affiliates, and shall do anything reasonably necessary to enable the Company or its Affiliates to secure a patent, trademark, copyright, or other protectable interest where appropriate in the United States and in foreign countries. Upon exercise, payment, or delivery pursuant to an Award, the Participant shall certify on a form acceptable to the Committee that he or she is in compliance with the terms and conditions of the Plan, including the provisions of this Sections 13(a), (b) or (c). Failure to comply with the provisions of this Sections 13(a), (b) or (c) prior to, or during the one (1) year period after, any exercise, payment, or delivery pursuant to an Award shall cause such exercise, payment, or delivery to be rescinded. The Company shall notify the Participant in writing of any such rescission within two (2) years after such exercise, payment, or delivery. Within ten (10) days after receiving such a notice from the Company, the Participant shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment, or delivery pursuant to the Award. Such payment shall be made either in cash or by returning to the Company the number of Shares of Common Stock that the Participant received in connection with the rescinded exercise, payment, or delivery. 14. PAYMENT OF RESTRICTED STOCK, RIGHTS, PERFORMANCE AWARDS AND CASH AWARDS Payment of Restricted Stock, Rights, Performance Awards and Cash Awards may be made, as the Committee shall specify, in the form of cash, Shares of Common Stock, or combinations thereof; provided, however, that a fractional Share of Common Stock shall be paid in cash equal to the Fair Market Value of the fractional Share of Common Stock at the time of payment. 15. WITHHOLDING Except as otherwise provided by the Committee, (a) The Company shall have the power and right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of this Plan; and (b) In the case of payments of Awards, or upon any other taxable event hereunder, a Participant may elect, subject to the approval in advance by the Committee, to satisfy the withholding requirement, if any, in whole or in part, by having the Company withhold Shares of Common Stock that would otherwise be transferred to the Participant having a Fair Market Value, on the date the tax is to be determined, equal to the minimum marginal tax that could be imposed on the transaction. All elections shall be made in writing and signed by the Participant. 16. SAVINGS CLAUSE This Plan is intended to comply in all respects with applicable law and regulations, including, (A) with respect to those Participants who are officers or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the Securities and Exchange Commission, if applicable, and (B) with respect to executive officers, Code Section 162(m). In case any one or more provisions of this Plan shall be held invalid, illegal, or unenforceable in any respect under applicable law and regulation (including Rule 16b-3 and Code Section 162(m)), the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal, or unenforceable provision shall be deemed null and void; however, to the extent permitted by law, any provision that could be deemed null and void shall first be construed, interpreted, or revised retroactively to permit this Plan to be construed in compliance with all applicable law (including Rule 16b-3 and Code Section 162(m)) so as to foster the intent of this Plan. Notwithstanding anything herein to the contrary, with respect to Participants who are officers and directors for purposes of Section 16 of the Exchange Act, if applicable, and if required to comply with rules promulgated thereunder, no grant of, or Option to purchase, Shares shall permit unrestricted ownership of Shares by the Participant for at least six (6) months from the date of grant or Option, unless the Board determines that the grant of, or Option to purchase, Shares otherwise satisfies the then current Rule 16b-3 requirements. PAGE 37 17. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS In the event that the outstanding Shares of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, change in par value, stock split-up, combination of shares or dividends payable in capital stock, or the like, appropriate adjustments to prevent dilution or enlargement of the Awards granted to, or available for, Participants shall be made in the manner and kind of Shares for the purchase of which Awards may be granted under the Plan, and, in addition, appropriate adjustment shall be made in the number and kind of Shares and in the Option price per share subject to outstanding Options. The foregoing notwithstanding, no such adjustment shall be made in an Incentive Option which shall, within the meaning of Section 424 of the Code, constitute such a modification, extension, or renewal of an Option as to cause it to be considered as the grant of a new Option. Notwithstanding anything herein to the contrary, the Company may, in its sole discretion, accelerate the timing of the exercise provisions of any Award in the event of a tender offer for the Company's Shares, the adoption of a plan of merger or consolidation under which a majority of the Shares of the Company would be eliminated, or a sale of all or any portion of the Company's assets or capital stock. Alternatively, the Company may, in its sole discretion, cancel any or all Awards upon any of the foregoing events and provide for the payment to Participants in cash of an amount equal to the value or appreciated value, whichever is applicable, of the Award, as determined in good faith by the Committee, at the close of business on the date of such event. The preceding two sentences of this Section 17 notwithstanding, the Company shall be required to accelerate the timing of the exercise provisions of any Award if (i) any such business combination is to be accounted for as a pooling-of-interests under APB Opinion 16 and (ii) the timing of such acceleration does not prevent such pooling-of-interests treatment. Upon a business combination by the Company or any of its Affiliates with any corporation or other entity through the adoption of a plan of merger or consolidation or a share exchange or through the purchase of all or substantially all of the capital stock or assets of such other corporation or entity, the Board or the Committee may, in its sole discretion, grant Options pursuant hereto to all or any persons who, on the effective date of such transaction, hold outstanding options to purchase securities of such other corporation or entity and who, on and after the effective date of such transaction, will become employees or directors of, or consultants or advisors to, the Company or its Affiliates. The number of Shares subject to such substitute Options shall be determined in accordance with the terms of the transaction by which the business combination is effected. Notwithstanding the other provisions of this Plan, the other terms of such substitute Options shall be substantially the same as or economically equivalent to the terms of the options for which such Options are substituted, all as determined by the Board or by the Committee, as the case may be. Upon the grant of substitute Options pursuant hereto, the options to purchase securities of such other corporation or entity for which such Options are substituted shall be cancelled immediately. 18. DISSOLUTION OR LIQUIDATION OF THE COMPANY Upon the dissolution or liquidation of the Company other than in connection with a transaction to which Section 17 is applicable, all Awards granted hereunder shall terminate and become null and void; provided, however, that if the rights of a Participant under the applicable Award have not otherwise terminated and expired, the Participant may, if the Committee, in its sole discretion, so permits, have the right immediately prior to such dissolution or liquidation to exercise any Award granted hereunder to the extent that the right thereunder has become exercisable as of the date immediately prior to such dissolution or liquidation. 19. TERMINATION OF THE PLAN The Plan shall terminate (10) years from the earlier of the date of its adoption by the Board or the date of its approval by the stockholders. The Plan may be terminated at an earlier date by vote of the stockholders or the Board; provided, however, that any such earlier termination shall not affect any Award Agreements executed prior to the effective date of such termination. Notwithstanding anything in this Plan to the contrary, any Options granted prior to the effective date of the Plan's termination may be exercised until the earlier of (A) the date set forth in the Award Agreement, or (B) in the case of an Incentive Option, ten (10) years from the date the Option is granted; and the provisions of the Plan with respect to the full and final authority of the Committee under the Plan shall continue to control. PAGE 38 20. AMENDMENT OF THE PLAN The Plan may be amended by the Board and such amendment shall become effective upon adoption by the Board; provided, however, that any amendment that (A) increases the numbers of Shares that may be granted under this Plan, other than as provided by Section 17, (B) materially modifies the requirements as to eligibility to participate in the Plan, (C) materially increases the benefits to Participants, (D) extends the period during which Incentive Options may be granted or exercised, or (E) changes the designation of the class of employees eligible to receive Incentive Options, or otherwise causes the Incentive Options to no longer qualify as "incentive stock options" as defined in Section 422 of the Code, also shall be subject to the approval of the stockholders of the Company within one (1) year either before or after such adoption by the Board, subject to the requirements of Section 16 of the Plan. 21. EMPLOYMENT RELATIONSHIP Nothing herein contained shall be deemed to prevent the Company or an Affiliate from terminating the employment of a Participant, nor to prevent a Participant from terminating the Participant's employment with the Company or an Affiliate. 22. INDEMNIFICATION OF COMMITTEE In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken by them as directors or members of the Committee and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Board) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that the director or Committee member is liable for gross negligence or willful misconduct in the performance of his or her duties. To receive such indemnification, a director or Committee member must first offer in writing to the Company the opportunity, at its own expense, to defend any such action, suit or proceeding. 23. UNFUNDED PLAN Insofar as it provides for payments in cash in accordance with Section 14, or otherwise, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock, or rights thereto under the Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock, or rights thereto, nor shall the Plan be construed as providing for such segregation, nor shall the Company, the Board, or the Committee be deemed to be a trustee of any cash, Common Stock, or rights thereto to be granted under the Plan. Any liability of the Company to any Participant with respect to a grant of cash, Common Stock, or rights thereto under the Plan shall be based solely upon any contractual obligations that may be created by the Plan and any Award Agreement; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by the Plan. 24. MITIGATION OF EXCISE TAX If any payment or right accruing to a Participant under this Plan (without the application of this Section 24), either alone or together with other payments or rights accruing to the Participant from the Company or an Affiliate, would constitute a "parachute payment" (as defined in Section 280G of the Code and regulations thereunder), such payment or right shall be reduced to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under the Plan being subject to an excise tax under Section 4999 of the Code or being disallowed as a deduction under Section 280G of the Code. The determination of whether any reduction in the rights or payments under this Plan is to apply shall be made by the Company. The Participant shall cooperate in good faith with the Company in making such determination and providing any necessary information for this purpose. 25. EFFECTIVE DATE This Plan shall become effective upon adoption by the Board, provided that the Plan is approved by the stockholders of the Company before or at the Company's next annual meeting, but in no event shall stockholder approval be sought more than one (1) year after such adoption by the Board. 26. GOVERNING LAW This Plan shall be governed by the laws of the State of Illinois and construed in accordance therewith. Amended and restated this 30th day of April, 1999. EX-13 2 EXHIBIT 13 PAGE F1 Financial Highlights (Thousands of dollars, except per share amounts)
Fiscal Year 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Revenue LTL Trucking $ 1,745,958 $ 1,540,162 $ 1,409,086 TL Trucking 44,593 12,877 - Logistics 206,881 130,323 106,299 Freight Forwarding 225,010 151,531 44,340 Corporate and other - - 5,524 - --------------------------------------------------------------------------------------------------------------------------- Total Revenue $ 2,222,442 $ 1,834,893 $ 1,565,249 - --------------------------------------------------------------------------------------------------------------------------- Income from Operations (loss) LTL Trucking $ 171,910 $ 127,242 $ 103,150 TL Trucking 3,147 1,138 - Logistics 16,873 7,976 6,414 Freight Forwarding 8,175 4,925 1,289 Corporate and other (11,237) (11,848) (5,843) - --------------------------------------------------------------------------------------------------------------------------- Total Income from Operations $ 188,868 $ 129,433 $ 105,010 - --------------------------------------------------------------------------------------------------------------------------- Interest Expense $ (14,003) $ (8,784) $ (8,461) - --------------------------------------------------------------------------------------------------------------------------- Net Income $ 104,240 $ 71,445 $ 56,581 - --------------------------------------------------------------------------------------------------------------------------- Net Income Per Share - Diluted $ 3.79 $ 2.70 $ 2.19 - --------------------------------------------------------------------------------------------------------------------------- Total Assets $ 1,212,167 $ 974,673 $ 799,535 - --------------------------------------------------------------------------------------------------------------------------- Return on Average Stockholders' Equity 20.5% 16.8% 17.1% - ---------------------------------------------------------------------------------------------------------------------------
PAGE F2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS USFreightways Corporation ("the Company") provides comprehensive supply chain management services. This is accomplished through the Company's operating subsidiaries. Regional less-than-truckload ("LTL") general commodities carriers provide overnight and second-day delivery throughout the United States and into Canada. Logistics subsidiaries provide integrated supply chain solutions, value added logistics solutions, reverse logistics services and software and complete warehouse fulfillment services to its customers. The Company also provides domestic and international freight forwarding, import and export air and ocean services as well as premium regional and national truckload ("TL") service. Principal subsidiaries in the Regional LTL group are USF Holland Inc. ("Holland"), USF Bestway Inc. ("Bestway"), USF Red Star Inc. ("Red Star"), USF Reddaway Inc. ("Reddaway") and USF Dugan Inc. ("Dugan"); the Logistics group consists of USF Logistics Inc. ("Logistics"), USF Processors Inc ("Processors") and USF Distribution Services Inc. ("Distribution Services"); the Freight Forwarding group includes several companies that all now trade under the name USF Worldwide Inc. ("Worldwide"); USF Glen Moore Transport Inc. ("Glen Moore") is the Company's TL carrier. Results of Operations In 1999 ("Fiscal 1999"), the Company reported on a calendar year basis. In 1998, the Company changed its year-end to December 31st ("Fiscal 1998"). The year ending January 3, 1998 ("Fiscal 1997") included 53 weeks. Operating revenue of the Company for Fiscal 1999 was a record $2.22 billion, a 21.1% increase over total operating revenue of $ 1.84 billion for Fiscal 1998. Income from operations increased by 45.9% from $ 129.4 million in Fiscal 1998 to a record $188.9 million in Fiscal 1999. Net income per share increased by 40.4% to $3.79 (diluted) in Fiscal 1999 compared to $2.70 (diluted) in Fiscal 1998. Fiscal 1998 operating revenue increased by 17.2% to $1.84 billion compared to $ 1.56 billion for Fiscal 1997. The extra 53rd week of Fiscal 1997 contributed approximately $20.6 million of revenue, but net income was adversely affected by approximately $0.04 per share as that week included the New Year's holiday. Income from operations increased by 23.3% to $ 129.4 million in Fiscal 1998 from $105.0 million in Fiscal 1997. Net income per share increased to by 23.3% to $2.70 (diluted) in Fiscal 1998 compared to $2.19 (diluted) in Fiscal 1997. Regional LTL Revenue in the LTL group for Fiscal 1999 increased by 13.3% to $1.75 billion from $1.54 billion in Fiscal 1998. In Fiscal 1999, revenue from the LTL group amounted to 78.6% of the Company's operating revenue compared to 83.9% in Fiscal 1998. LTL revenue increased 13.3%, LTL shipments increased 9.8%, LTL tonnage increased 10.9% and LTL revenue per hundredweight increased 2.1%. In Fiscal 1999, Red Star completed an asset purchase transaction with CBL Trucking, a Mid-Atlantic and New England LTL carrier. Revenue realized in Fiscal 1999 from this transaction amounted to approximately $15.2 million. Early in the third quarter of Fiscal 1999, Preston Trucking, a competitor of Red Star and Holland, and Nationsway Transport, a competitor of Reddaway, ceased operations. As a result, Holland, Red Star and to a lesser degree Reddaway obtained additional revenue for the balance of Fiscal 1999. In Fiscal 1999, the LTL group enacted a general rate increase of approximately 5.7% in October. The LTL group enacted a 5.9% general rate increase in January 1998 and another general rate increase of approximately 5.9% in the late fall. General rate increases apply to approximately 50% of the LTL group's revenue base. The remaining 50% of the revenue base is subject to contractual agreements which normally result in lower rate increases. Operating income in Fiscal 1999 increased by 35.1% to $171.9 million from $127.2 million in Fiscal 1998. Improvements in operating results were directly attributable to price stability, a strong US economy, increases in market share and a continuing emphasis on cost reduction. The LTL group improved its ratio of operating expenses compared to operating revenue (operating ratio) to 90.1% compared to 91.7% in Fiscal 1998. Salaries, wages and benefits improved to 62.8% of revenue from 63.9% in Fiscal 1998 as Holland, Red Star and Reddaway mainly continued to improve operational efficiencies. Fuel expense, net of a surcharge generally implemented in the latter third of Fiscal 1999 to offset rising fuel costs, was virtually the same as a percentage of revenue (3.4%) compared to Fiscal 1998. Depreciation, terminal rents, operating taxes and licenses and operating expenses each improved by 0.1% of revenue compared to Fiscal 1998. PAGE F3 Revenue in the LTL group for the 52-week period in 1998 increased by 9.3% to $1.54 billion from $1.41 billion in the 53 week Fiscal 1997. In Fiscal 1998, revenue from the LTL group amounted to 83.9% of the Company's operating revenue compared to 90.0% in Fiscal 1997. For comparable 52-week periods, LTL revenue increased 10.7%, LTL shipments increased 6.0%, LTL tonnage increased 8.4% and LTL revenue per hundredweight increased 2.1%. The LTL group enacted a 5.9% general rate increase in January 1997. Operating income in Fiscal 1998 increased by 23.4% to $127.2 million from $103.1 million in Fiscal 1997. Improvements in operating results were directly attributable to price stability, a modest improvement in the US economy, increases in market share and emphasis on cost reduction. The LTL group improved its operating ratio to 91.7% compared to 92.7% in Fiscal 1997. Salaries, wages and benefits were 63.9% of Fiscal 1998 revenue compared to 63.7% of Fiscal 1997 revenue. Purchased transportation decreased to 3.2% of operating revenue from 3.5% in Fiscal 1997 as Dugan improved linehaul efficiencies and relied less on cartage agents and broker teams to handle its freight and Holland significantly reduced short term equipment rents. Fuel expenses were 3.4% of Fiscal 1998 revenue compared to 3.8% of Fiscal 1997 revenue primarily due to lower prices in Fiscal 1998. Approximately 82% of Holland's and Red Star's employees are members of the Teamsters' union and are subject to a collective bargaining agreement. In 1998, the Teamsters ratified a five-year agreement that expires at the end of March 2003. This agreement provided for, among other things, customary increases in wages, pension and health benefits. Truckload The Company's TL carrier, Glen Moore, contributed $44.6 million in revenue in Fiscal 1999 and its operating ratio was 92.9% generating $3.1 million in operating profits compared to $12.9 million in revenue in Fiscal 1998 (it was acquired on August 31, 1998). Operating income, in Fiscal 1998, was $1.1 million and its operating ratio was 91.2%. Glen Moore is a Pennsylvania based carrier that operates in both regional and nationwide markets. On August 2, 1999, Glen Moore acquired Underwood Trucking ("Underwood") an Indiana based TL carrier which was merged into Glen Moore. At the acquisition date, Underwood was operating approximately 50 tractors and 250 trailers. For the five months since its acquisition, Underwood has contributed approximately $1.4 million in revenue. At the end of the current fiscal year, Glen Moore operated 288 tractors (mainly sleeper units) and 864 trailers. TL operations accounted for 2.0% of the Company's Fiscal 1999 operating revenue compared to 0.7% of Fiscal 1998 revenue. On January 10, 2000, Glen Moore acquired Tri-Star Transportation, a Tennessee based TL carrier. Tri-Star operates 170 tractor/trailer units and while not included in the Company's Fiscal 1999 revenue, generated $28 million in revenue for 1999, with approximately two-thirds coming from dedicated fleet operations. Logistics Revenue in the Logistics group, comprised of dedicated carriage, assembly and distribution, supply chain management, contractual warehousing, reverse logistics services and software and fulfillment services to online retailers and manufacturers, increased by $76.6 million (a 58.8% increase) to $206.9 million in Fiscal 1999 compared to $130.3 million in Fiscal 1998. Assembly and distribution revenue increased in Fiscal 1999 from Fiscal 1998 primarily through growth at existing distribution centers coupled with revenue from new distribution centers in Kansas City, MO, Montgomery, AL and Fontana, CA, along with revenue obtained since July 1999 from the acquisition of Special Dispatch of Dallas, a Dallas, TX based assembly and distribution business. Special Dispatch contributed approximately $3.7 million in revenue since its acquisition. Contractual and warehousing revenue increased in Fiscal 1999 from Fiscal 1998 primarily through the addition of new customers and expanded business with existing customers. Reverse logistics services and software revenue was contributed by USF Processors, a Dallas, TX based provider of reverse logistics services to the drug and grocery industries, that was acquired in March, 1999. Since its acquisition, USF Processors has contributed approximately $43.6 million in revenue in Fiscal 1999. In Fiscal 1999, the Logistics group accounted for 9.3% of the Company's operating revenue compared to 7.1% in Fiscal 1998. Operating income for the group increased by 111.5% to $16.9 million from $8.0 million in Fiscal 1998. The group's operating ratio improved to 91.8% in Fiscal 1999 from 93.9% in Fiscal 1998. Operating expenses and supplies improved to 13.6% of Fiscal 1999 revenue compared to 15.3% in Fiscal 1998. Operating taxes and licenses improved to 2.1% of Fiscal 1999 revenue compared to 3.1% in Fiscal 1998. Depreciation improved to 3.6% of Fiscal 1999 revenue compared to 4.9% in Fiscal 1998. Building rents increased to 5.5% of Fiscal 1999 revenue compared to 4.6% in Fiscal 1998 and salaries, wages and benefits increased to 54.3% of Fiscal 1999 revenue compared to 53.4% in Fiscal 1998. Most of these changes were brought on as a result of the Processors acquisition. Processors rents, rather than owns, its operating sites and has a small amount of depreciable fixed assets. Processors' business is more labor intensive than other traditional transportation businesses. PAGE F4 Revenue in the Logistics group, increased by $24.0 million (a 22.6% increase) to $130.3 million in Fiscal 1998 compared to $106.3 million in Fiscal 1997. Assembly and distribution revenue increased in Fiscal 1998 from Fiscal 1997 primarily through growth at existing distribution centers coupled with revenue from a new distribution center in Atlanta, along with revenue obtained since October 1998 from the acquisition of Moore and Son, a Columbus, Ohio based assembly and distribution business. Moore & Son contributed approximately $3.8 million in revenue in Fiscal 1998 since its acquisition. Contractual and warehousing revenue increased in Fiscal 1998 from Fiscal 1997 primarily through the addition of new customers and expanded business with existing customers. In Fiscal 1997, the Logistics group accounted for 6.8% of the Company's operating revenue. Operating income for the group increased by 24.4% to $8.0 million from $6.4 million in Fiscal 1997. The group's operating ratio was 93.9% in Fiscal 1998 and 94.0% in Fiscal 1997. Salaries, wages and benefits improved to 53.4% of Fiscal 1998 revenue compared to 56.6% of Fiscal 1997 revenue, but was offset by an increase in purchased transportation and operating expenses to 22.1% of Fiscal 1998 revenue compared to 19.1% of Fiscal 1997 revenue. Freight Forwarding Worldwide's revenue increased by $73.5 million (a 48.5% increase) to $225.0 million from $151.5 million in Fiscal 1998. The increase was derived primarily from international freight forwarding revenue for a full year in Fiscal 1999 from the Golden Eagle Group that was acquired on November 12, 1998. Golden Eagle contributed approximately $64.3 million in Fiscal 1999 revenue and $9.8 million in Fiscal 1998 revenue. In October 1999, Worldwide formed a partnership under the trading name USF Asia Group. USF Asia Group provides freight services to the Asian market through four countries. Worldwide accounted for 10.1% of the Company's Fiscal 1999 operating revenue compared to 8.3% of the Company's Fiscal 1998 operating revenue. Operating income increased to $8.2 million, net of a $0.5 million charge for costs associated with the startup of USF Asia Group, from $4.9 million in Fiscal 1998, with an operating ratio of 96.4% in Fiscal 1999 compared to 96.7% in Fiscal 1998. The highly variable cost structure of the non-asset based freight forwarding business results in relatively stable margins at various volumes of freight. Worldwide's revenue increased by $107.2 million (a 242% increase) to $151.5 million from $44.3 million in Fiscal 1997. The increase was derived primarily from the domestic freight forwarding sector through the acquisition of Seko Worldwide on September 30, 1997, which generated a full year of revenue in Fiscal 1998, compared to revenue generated only during the fourth quarter of Fiscal 1997. In addition, the Company acquired the Golden Eagle Group, a provider of international air and ocean freight forwarding and logistics services, on November 12, 1998. Golden Eagle contributed $9.8 million, since its acquisition, of the overall increase in Worldwide's Fiscal 1998 revenue. Golden Eagle's revenue for 1997, while not included in the Company's Fiscal 1997 revenue, amounted to $84 million of which approximately 90% was international. Worldwide accounted for 2.8% of the Company's Fiscal 1997 operating revenue. Operating income increased to $4.9 million from $1.3 million in Fiscal 1997, with an operating ratio of 96.7% in Fiscal 1998 compared to 97.1% in Fiscal 1997. Interest Net interest expense for Fiscal 1999 amounted to $12.9 million (interest expense of $14.0 million and interest income of $1.1 million) compared to $8.0 million (interest expense of $8.8 million and interest income of $0.8 million) in Fiscal 1998. The Company's average outstanding debts in Fiscal 1999 and Fiscal 1998 were $197.2 million and $117.0 million, respectively. The $80.2 million increase in average debt outstanding was directly responsible for the $5.2 million increase in interest expense in Fiscal 1999 compared to Fiscal 1998. The principal debts of the Company are $100 million in notes that mature May 1, 2000 and bear interest of 6 5/8% and $100 million in notes, issued May 1, 1999, that mature May 1, 2009 and bear interest of 6 1/2%. In addition to the aforementioned notes, the Company had borrowings under a $200,000 revolving credit facility and borrowings under three uncommitted lines of credit ("bank debt"). The average interest rate on the Company's bank debt for Fiscal 1999 was approximately 5.5% compared to 5.8% in Fiscal 1998. Net interest expense for Fiscal 1997 amounted to $7.4 million (interest expense of $8.5 million and interest income of $1.1 million). The average amount of outstanding debt in Fiscal 1997 was $108.9 million. Outstanding debt decreased by approximately $69 million in February 1997 following the sale of approximately 3.1 million shares of common stock in a public offering. PAGE F5 Liquidity and Capital Resources The Company generated $163.6 million in cash flows from operating activities during Fiscal 1999. Capital expenditures during the year amounted to $202.5 million, of which $111.7 million was for revenue equipment, $60.9 million for terminals, $29.9 million for other assets. In addition, the Company paid $50.7 million in cash for the acquisitions of Processors Unlimited Company, Ltd., CBL Trucking Inc., Airgo, Inc., Scan Trans, Inc., Pace Transportation, Ltd., Special Dispatch of Dallas, Inc., Underwood Trucking Inc., Best Ways Air Cargo, Gulf International Freight, The Cuxhaven Group and Pre-Trans. Capital expenditures for Fiscal 1998 amounted to $157.5 million plus $42.1 million in cash for the acquisitions of Glen Moore, Moore and Son, Vallerie's Transportation Services and the Golden Eagle Group. In light of current business levels, management expects that capital expenditures during the year ending December 31, 2000 will approximate $220 million to $250 million, excluding acquisitions. The Company has a $200 million revolving credit facility with a syndicate of commercial banks. The facility expires in 2002 and allows up to $100 million for standby letters of credit to cover the Company's self-insurance program, and has optional pricing of interest rates, including LIBOR or Prime base rates. The facility has an annual fee and contains customary financial covenants including maintenance of minimum net worth and funded debt to cash flow. During 1999, all borrowings were drawn at LIBOR base rates, with a weighted average interest rate for the year of 5.4%, excluding fees charged on the facility. At December 31, 1999 the Company had borrowed $30 million and had $48.5 million in outstanding letters of credit under this facility. On May 1, 2000, notes amounting to $100,000 and bearing interest at 6 5/8% mature. The Company plans to fund the repayment of these notes either by issuing new notes or through its revolving credit facilities. The Company issued unsecured guaranteed notes of $100,000 on May 1, 1999 that are due May 1,2009 and bear interest at 6 1/2%, payable semi-annually. The notes may be redeemed prior to maturity and have no sinking fund requirements. Net proceeds from the sale of the notes amounted to $98,452. In addition to the revolving credit facility, the Company maintains three uncommitted lines of credit, which provide $50 million short-term funds at rates approximating LIBOR. These facilities are used in concert with a centralized cash management system to finance short-term working capital needs; thereby enabling the Company to maintain minimal cash balances. At December 31, 1999, the Company had borrowed $16.5 million under these facilities. In management's opinion, cash flows from operating activities and funding from its revolving credit facilities are adequate to finance the Company's anticipated business activity in 2000. At December 31, 1999 the Company had commitments to purchase approximately $6.2 million in land and improvements, $25.3 million for transportation equipment and $4.6 million for other equipment. During 1999, the Company declared cash dividends of $9.9 million. Other The Company uses underground storage tanks at certain terminal facilities and maintains a comprehensive policy of testing, upgrading, replacing or eliminating these tanks to protect the environment and comply with various Federal and state laws. Whenever any contamination is detected, the Company takes prompt remedial action to remove the contaminants. It is management's opinion that the total costs related to all known incidents have been provided for in the financial statements and management is not aware of any potential contamination incidents that would have a material effect on the results of the Company. Market Risk The Company is exposed to the impact of interest rate changes. The Company's exposure to changes in interest rates is limited to borrowings under a line of credit agreement which has variable interest rates tied to the LIBOR rate. The weighted average annual interest rates on borrowings under this credit agreement were 5.4% and 5.8% in Fiscal 1999 and 1998 respectively. In addition, the Company has $100 million of unsecured notes with a 6 5/8% fixed annual interest rate and $100 million of unsecured notes with a 6 1/2% fixed annual interest rate at December 31, 1999. The Company estimates that the fair value of the notes approximated its market value at December 31, 1999. The Company has no hedging instruments. From time to time, the Company invests excess cash in overnight money market accounts. Year 2000 During Fiscal 1999, the Company completed remediation and testing of its business critical systems in order to ensure a smooth transition to the Year 2000. The Company expended approximately $2 million to ensure it was Year 2000 compliant. The Company experienced no measurable business interruptions at the onset of the Year 2000, but continues to monitor its business critical systems for possible Year 2000 failures. PAGE F6 Report of Independent Public Accountants The Board of Directors and Stockholders, USFreightways Corporation: We have audited the accompanying consolidated balance sheets of USFreightways Corporation and subsidiaries as of December 31, 1999 and December 31, 1998 and the related consolidated statements of operations, stockholders' equity, and cash flows for the three years ended December 31,1998. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of USFreightways Corporation and subsidiaries as of December 31,1999 and December 31,1998 and the results of their operations and their cash flows for the three years ended December 31, 1999, in conformity with generally accepted accounting principles. Arthur Andersen LLP Chicago, Illinois January 19, 2000 PAGE F7 Consolidated Balance Sheets Years ended December 31, 1999 and December 31, 1998 (Thousands of dollars)
December 31, December 31, 1999 1998 - --------------------------------------------------------------------------------------------------------------------------- Assets Current assets: Cash $ 6,862 $ 5,548 Accounts receivable, less allowances of $10,623 and $11,159 293,989 218,942 Operating supplies and prepaid expenses 27,624 23,067 Deferred income taxes (note 4) 34,453 32,292 - --------------------------------------------------------------------------------------------------------------------------- Total current assets 362,928 279,849 Property and equipment: Land 85,657 74,933 Buildings and leasehold improvements 224,828 171,229 Equipment 764,347 649,867 Other 70,757 56,994 - --------------------------------------------------------------------------------------------------------------------------- 1,145,589 953,023 Less accumulated depreciation (485,079) (408,741) - --------------------------------------------------------------------------------------------------------------------------- Total property and equipment 660,510 544,282 Intangible assets, net of accumulated amortization of $32,210 and $25,717 174,538 140,201 Other assets 14,191 10,341 - --------------------------------------------------------------------------------------------------------------------------- $ 1,212,167 $ 974,673 Liabilities and Stockholders' Equity Current liabilities: Current debt (note 3) $ 20,561 $ 10,660 Notes payable (note 3) 100,000 - Accounts payable 89,193 78,757 Accrued salaries, wages and benefits 79,156 66,142 Accrued claims and other 77,310 70,017 Income taxes payable 4,124 3,301 - --------------------------------------------------------------------------------------------------------------------------- Total current liabilities 370,344 228,877 Long-term debt, less current maturities (note 3) 33,137 51,096 Notes payable (note 3) 100,000 100,000 Accrued claims and other 76,777 69,183 Deferred income taxes (note 4) 73,050 66,383 - --------------------------------------------------------------------------------------------------------------------------- 653,308 515,539 Stockholders' equity: Cumulative preferred stock, $0.01 par value per share: 20,000,000 authorized, none issued - - Common stock, $0.01 par value per share: 80,000,000 authorized, 26,498,976 and 26,289,344 issued 265 265 Paid in capital 256,081 253,542 Retained earnings 303,032 208,662 Treasury stock, 45,463 and 255,095 shares (519) (3,335) - --------------------------------------------------------------------------------------------------------------------------- Total stockholders' equity 558,859 459,134 - --------------------------------------------------------------------------------------------------------------------------- $ 1,212,167 $ 974,673
See accompanying notes to consolidated financial statements. PAGE F8 Consolidated Statements of Operations Fiscal years ended December 31, 1999, December 31, 1998 and January 3, 1998 (Thousands of dollars, except per share amounts)
Fiscal Year 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- Operating revenue LTL Trucking $ 1,745,958 $ 1,540,162 $ 1,409,086 TL Trucking 44,593 12,877 - Logistics 206,881 130,323 106,299 Freight Forwarding 225,010 151,531 44,340 Corporate and other - 5,524 - ------------------------------------------------------------------------------------------------------------------------------ Total operating revenue 2,222,442 1,834,893 1,565,249 - ------------------------------------------------------------------------------------------------------------------------------ Operating expenses LTL Trucking 1,574,048 1,412,920 1,305,936 TL Trucking 41,446 11,739 - Logistics 190,008 122,347 99,885 Freight Forwarding 216,835 146,606 43,051 Corporate and other 11,237 11,848 11,367 - ------------------------------------------------------------------------------------------------------------------------------ Total operating expenses 2,033,574 1,705,460 1,460,239 - ------------------------------------------------------------------------------------------------------------------------------ Income from operations 188,868 129,433 105,010 - ------------------------------------------------------------------------------------------------------------------------------ Non-operating income (expense): Interest expense (14,003) (8,784) (8,461) Interest income 1,129 757 1,038 Other, net (414) 88 (92) - ------------------------------------------------------------------------------------------------------------------------------ Total non-operating expense (13,288) (7,939) (7,515) - ------------------------------------------------------------------------------------------------------------------------------ Net income before income taxes 175,580 121,494 97,495 Income tax expense (note 4) (71,340) (50,049) (40,914) - ------------------------------------------------------------------------------------------------------------------------------ Net income $ 104,240 $ 71,445 $ 56,581 - ------------------------------------------------------------------------------------------------------------------------------ Average shares outstanding-basic 26,416,631 26,209,281 25,544,240 Average shares outstanding-diluted 27,478,479 26,495,714 25,830,674 Basic earnings per common share: $ 3.95 $ 2.73 $ 2.21 - ------------------------------------------------------------------------------------------------------------------------------ Diluted earnings per common share: $ 3.79 $ 2.70 $ 2.19 - ------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. PAGE F9 Consolidated Statements of Stockholders' Equity Fiscal years ended December 31, 1999, December 31, 1998 and january 3, 1998 (Thousands of dollars)
Total Common Paid in Retained Treasury Stockholders' Stock Capital Earnings Stock Equity - --------------------------------------------------------------------------------------------------------------------------------- Balance December 28, 1996 $ 234 $ 180,269 $ 100,108 $ (11,351) $ 269,260 Net income - - 56,581 - 56,581 Dividends declared - - (9,682) - (9,682) Issuance of common stock 31 69,400 - - 69,431 Employee stock transactions - 1,555 - 5,055 6,610 and other - --------------------------------------------------------------------------------------------------------------------------- Balance January 3, 1998 $ 265 $ 251,224 $ 147,007 $ (6,296) $ 392,200 Net income - - 71,445 - 71,445 Dividends declared - - (9,790) - (9,790) Employee stock transactions - 2,318 - 2,961 5,279 and other - --------------------------------------------------------------------------------------------------------------------------- Balance December 31, 1998 $ 265 $ 253,542 $ 208,662 $ (3,335) $ 459,134 Net income - - 104,240 - 104,240 Dividends declared - - (9,870) - (9,870) Employee stock transactions and other - 2,539 - 2,816 5,355 - --------------------------------------------------------------------------------------------------------------------------- Balance December 31, 1999 $ 265 $ 256,081 $ 303,032 $ (519) $ 558,859 - ---------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. PAGE F10 Consolidated Statements of Cash Flows Fiscal years ended December 31, 1999, December 31, 1998 and January 3, 1998 (Thousands of dollars)
Fiscal Year 1999 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income from continuing operations $ 104,240 $ 71,445 $ 56,581 Reconciliation to net cash provided by operating activities: Depreciation and amortization 93,354 78,015 70,140 Deferred taxes 4,506 3,442 6,569 Changes in assets and liabilities excluding acquisitions: Accounts receivable (63,651) (14,423) (29,680) Other current assets (3,691) 238 (2,080) Accounts payable 7,707 6,091 21,161 Accrued liabilities 18,311 17,632 23,317 Other, net 2,845 (9,271) (8,950) - ------------------------------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 163,621 153,169 137,058 - ------------------------------------------------------------------------------------------------------------------------------ Cash flows from investing activities: Capital expenditures (202,474) (157,476) (128,809) Proceeds from sale of property and equipment 4,933 10,457 12,887 Acquisitions (50,666) (42,081) (22,756) - ------------------------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (248,207) (189,100) (138,678) - ------------------------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Dividends paid (9,849) (9,771) (9,357) Net proceeds from sale of common stock - - 69,431 Proceeds from sale of treasury stock 5,355 5,279 6,610 Net proceeds from sale of notes 98,452 - - Proceeds from long-term bank debt 155,000 89,500 15,000 Payments on long-term bank debt (163,058) (50,000) (77,683) - ------------------------------------------------------------------------------------------------------------------------------ Net cash provided by financing activities 85,900 35,008 4,001 - ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in cash 1,314 (923) 2,381 Cash at beginning of year 5,548 6,471 4,090 - ------------------------------------------------------------------------------------------------------------------------------ Cash at end of year $ 6,862 $ 5,548 $ 6,471 - ------------------------------------------------------------------------------------------------------------------------------ Supplemental disclosure of cash flow information: Cash paid during the year for: Interest $ 12,348 $ 8,753 $ 7,823 Income taxes 66,782 44,558 32,389 Non-cash transactions: equity, notes issued and debt assumed in connection with acquisitions $ 1,388 $ 24,298 $ 4,023 - ------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. PAGE F11 Notes to Consolidated Financial Statements (Thousands of dollars, except per share amounts) 1. Summary of Significant Accounting Policies - ---------------------------------------------------------------------------- Company Overview USFreightways Corporation ("the Company") is a full service provider of transportation services and innovative logistics solutions. This is accomplished through the Company's operating subsidiaries. Regional less-than-truckload ("LTL") general commodities carriers provide overnight and second-day delivery throughout the United States and into Canada. Logistics subsidiaries provide solutions to customers' logistics and distribution requirements. The Company also provides domestic and international freight forwarding as well as premium regional and national truckload ("TL") service. Basis of Presentation The consolidated financial statements include the accounts of USFreightways and its wholly owned subsidiaries (the Company). The Company's operations are further discussed in periodic SEC filings. Intercompany balances and transactions have been eliminated. The Company's consolidated statements of operations for prior years have been reclassified to conform with the current presentation. In 1999 ("Fiscal 1999"), the Company reported on a calendar year basis. In 1998, the Company changed its year-end to December 31st ("Fiscal 1998"). The year ending January 3, 1998 ("Fiscal 1997") included 53 weeks. Revenue Recognition Revenue for Less-than-truckload and Truckload operations is recognized when freight is picked up from the customer. Freight forwarding revenue from air freight shipments is recognized when the shipment is placed on board the aircraft and revenue from ocean shipments is recognized when the vessel sails. Logistics revenue from warehousing is recognized under the terms of the various contracts and revenue from dedicated fleet shipments is recognized upon delivery, which is generally the same day as the pickup. In all cases, estimated expenses of performing the total transportation services are accrued concurrently with the revenue recognition. Cash The Company considers demand deposits and highly liquid investments purchased with original maturities of three months or less as cash. Property and equipment Purchases of property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over periods ranging from three to twelve years for the majority of equipment and 30 years for buildings. Maintenance and repairs are charged to operations currently, while expenditures that add to the life of the equipment are capitalized. When revenue equipment is traded, a gain or loss on the trade of the equipment is recognized. Intangible assets These costs primarily represent goodwill which is amortized on a straight-line basis up to 40 years. The carrying value of goodwill is reviewed whenever events or changes in circumstances indicate that the carrying value may not be recoverable through projected undiscounted future operating cash flows. No reduction of the carrying value has been required for any year. PAGE F12 Earnings Per Share Basic earnings per share are calculated on income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share are calculated using earnings available to each share of common stock outstanding during the period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. Unexercised stock options, calculated under the treasury stock method, is the only reconciling item between the Company's basic and diluted weighted earnings per share. The number of options, included in the denominator, used to calculate diluted earnings per share are 1,061,848; 286,433 and 286,434 for fiscal years 1999, 1998, and 1997 respectively. Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. 2. OPERATING LEASES - ------------------------------------------------------------------------------- The Company leases certain terminals, vehicles and data processing equipment under long-term lease agreements that expire in various years through 2014. The following is a schedule of future minimum rental payments on leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 1999. Fiscal Year Payments - ---------------------------------------------------------------------------- 2000 $ 21,651 2001 18,551 2002 12,318 2003 7,717 2004 4,031 Subsequent years 12,978 - ---------------------------------------------------------------------------- $ 77,246 ----------- Rental expense in the accompanying consolidated statements of operations for Fiscal years 1999, 1998, and 1997 was $29,667, $22,595, and $21,863, respectively. PAGE F13 3. Long-Term Debt - ---------------------------------------------------------------------------- Long-term debt at December 31, 1999 and December 31, 1998 consists of the following: December 31, December 31, 1999 1998 - ---------------------------------------------------------------------------- Unsecured notes (a) $ 200,000 $ 100,000 Unsecured lines of credit (b) 46,500 55,150 Other 7,198 6,606 - ---------------------------------------------------------------------------- 253,698 161,756 Less current maturities 120,561 10,660 - ---------------------------------------------------------------------------- $ 133,137 $ 151,096 ----------- ----------- (a) Unsecured notes of $100,000 are payable on May 1, 2000 and bear interest at 6 5/8%, payable semi-annually. The Company also issued guaranteed unsecured notes of $100,000 on May 1, 1999 that are due May 1,2009 and bear interest at 6 1/2%, payable semi-annually. The notes are subject to redemption in whole or part any time prior to maturity and have no sinking fund requirements. Based upon the Company's incremental borrowing rates for similar types of borrowing arrangements, the fair value of the notes at December 31, 1999 was approximately $200,000. (b) The Company has a $200,000 revolving credit facility through a syndicate of commercial banks. The facility expires in 2002 and allows up to $100,000 for standby letters of credit to cover the Company's self-insurance program, and has optional pricing of interest rates, including LIBOR or Prime base rates. The facility has an annual fee and contains customary financial covenants including maintenance of minimum net worth and funded debt to cash flow. During Fiscal 1999, all borrowings were drawn at LIBOR base rates, with a weighted average interest rate for the year of 5.4%, excluding fees charged on the facility. At December 31, 1999 the Company had borrowed $30,000 and had $48,550 outstanding letters of credit under this facility. In addition to the revolving credit facility, the Company maintains three uncommitted lines of credit, which provide $50,000 short-term funds at rates approximating LIBOR. These facilities are used in concert with a centralized cash management system to finance short-term working capital needs; thereby enabling the Company to maintain minimal cash balances. At December 31, 1999 the Company had borrowed $16,500 under these facilities. The aggregate annual maturities of debt at December 31, 1999 are as follows: Fiscal Year Amount - ---------------------------------------------------------------------------- 2000 $ 120,561 2001 46 2002 30,080 2003 51 2004 546 Subsequent years 102,414 - ---------------------------------------------------------------------------- $ 253,698 ----------- PAGE F14 4. Income Taxes - ---------------------------------------------------------------------------- A reconciliation of the statutory Federal income tax rate with the effective income tax rate is as follows:
Fiscal Year: 1997 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Federal income tax at statutory rate (35%) $ 61,453 $ 42,523 $ 34,123 State income tax 7,136 6,115 4,489 Goodwill amortization 2,006 1,363 955 Other 745 48 1,347 - --------------------------------------------------------------------------------------------------------------------------- Total income tax expense $ 71,340 $ 50,049 $ 40,914 - ---------------------------------------------------------------------------------------------------------------------------
The components of the provision for income taxes are as follows:
Fiscal Year: 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Current expense: Federal $ 56,285 $ 36,814 $ 28,427 State 10,549 8,106 5,918 - --------------------------------------------------------------------------------------------------------------------------- 66,834 44,920 34,345 - --------------------------------------------------------------------------------------------------------------------------- Deferred expense: Accelerated depreciation 11,438 10,043 9,099 Allowance for doubtful accounts and revenue adjustments (587) (1,036) 3,798 Insurance and claims (5,043) (3,797) (4,659) Vacation pay (389) (1,254) (1,053) Other (913) 1,173 (616) - --------------------------------------------------------------------------------------------------------------------------- $ 4,506 $ 5,129 $ 6,569 - --------------------------------------------------------------------------------------------------------------------------- Total income tax expense $ 71,340 $ 50,049 $ 40,914 - ---------------------------------------------------------------------------------------------------------------------------
The following is a summary of the components of the deferred tax assets and liabilities at December 31, 1999 and December 31, 1998:
December 31, December 31, 1999 1998 - --------------------------------------------------------------------------------------------------------------------------- Deferred tax assets: Allowance for doubtful accounts and revenue adjustments $ 2,663 $ 2,076 Insurance and claims 39,794 34,751 Vacation pay 8,840 8,451 Other 6,256 7,261 - --------------------------------------------------------------------------------------------------------------------------- $ 57,553 $ 52,539 - --------------------------------------------------------------------------------------------------------------------------- Deferred tax liabilities: Property and equipment, principally due to accelerated depreciation $ 96,150 $ 86,630 - ---------------------------------------------------------------------------------------------------------------------------
PAGE F15 5. Employee Benefit Plans - ---------------------------------------------------------------------------- The Company maintains a salary deferral 401(k) plan covering substantially all employees who are not members of a collective bargaining unit and who meet specified service requirements. Contributions are based upon participants' salary deferrals and compensation and are made within Internal Revenue Service limitations. For the Fiscal years 1999, 1998, and 1997, Company contributions for these plans were $9,536, $8,290 and $6,550, respectively. The Company does not offer post-employment or post-retirement benefits. The Company contributes to several union-sponsored multi-employer pension plans. These plans are not administered by the Company, and contributions are determined in accordance with provisions of negotiated labor contracts. The Multi-employer Pension Plan Amendments Act of 1980 established a continuing liability to such union-sponsored pension plans for an allocated share of each plan's unfunded vested benefits upon substantial or total withdrawal by the Company or upon termination of the pension plans. To date, no withdrawal or termination has occurred or is contemplated. For the Fiscal years 1999, 1998, and 1997, Company contributions for these pension plans were $72,536, $60,748 and $54,041 respectively. 6. Common Stock - ---------------------------------------------------------------------------- The Company maintains an employee stock purchase plan which provides for the purchase of an aggregate of not more than 900,000 shares of the Company's common stock. Each eligible employee may designate the amount of regular payroll deductions, subject to a yearly maximum, that is used to purchase shares at 90% of the month-end market price. At December 31, 1999; 641,040 shares had been issued under this plan. The Company maintains stock option plans that provide for the granting of options to key employees and non-employee directors to purchase an aggregate of not more than 4,710,000 shares of the Company's common stock. Stock options issued pursuant to the plans are exercisable for periods up to 10 years from the date an option is granted. At December 31, 1999 there were 646,370 shares available for granting under the plans. In accordance with the provisions of SFAS No.123, the Company applies APB Opinion 25 and related interpretations in accounting for its stock option plans, and accordingly, does not recognize compensation cost. If the Company had elected to recognize compensation cost based on the fair value of the options granted at grant date, as prescribed by SFAS No.123, net income and earnings per share would have been reduced to the pro forma amounts indicated in the table below:
Fiscal Year 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Net income - as reported $ 104,240 $ 71,445 $ 56,581 Net income - pro forma 100,681 69,736 55,808 Basic earnings per share - as reported 3.95 2.73 2.21 Basic earnings per share - pro forma 3.81 2.66 2.18 Diluted earnings per share - as reported 3.79 2.70 2.19 Diluted earnings per share - pro forma 3.66 2.63 2.16 - ---------------------------------------------------------------------------------------------------------------------------
As prescribed under SFAS No.123, pro forma net income amounts presented above reflect only options granted after January 1, 1995 since compensation costs for options granted prior to that date are not considered. Compensation cost for options granted since January 1, 1995 is reflected over the options' vesting periods ranging from two to five years. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal years 1999, 1998, and 1997: dividend yield ranging from 0.93% to 1.58%; expected volatility ranging from 37.07% to 49.31%; risk-free interest rates at grant date ranging from 4.97% to 6.89%; and expected lives ranging from 4.28 to 5.69 years. PAGE F16 A summary of the status of the Company's stock option plans is presented below:
Fiscal Year 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price - --------------------------------------------------------------------------------------------------------------------------- Outstanding at beginning of year 2,727,790 $ 24.13 1,435,730 $ 23.67 1,107,250 $ 17.84 Granted 693,000 41.05 1,550,000 25.10 623,500 29.93 Exercised (135,900) 17.94 (54,290) 16.73 (279,520) 14.98 Forfeited (8,000) 43.30 (203,450) 30.23 (15,500) 16.52 ---------- --------- ---------- ------------ --------- ----------- Outstanding at end of year 3,276,890 27.92 2,727,990 24.13 1,435,730 23.67 ---------- ---------- ---------- ------------ --------- ----------- Options exercisable at year end 671,990 22.27 581,790 20.19 402,690 17.74 ---------- ---------- ---------- ------------ --------- Weighted-average fair value of options granted during the year $ 16.84 $ 11.66 $ 11.80 - ----------------------------------------------------------------------------------------------------------------------------
The following table summarizes information about stock options outstanding at December 31, 1999:
Outstanding Options Options Exercisable - --------------------------------------------------------------------------------------------------------------------------- Weighted-Avg Number Remaining Number Range of Outstanding at Contractual Life Weighted-Avg Exercisable at Weighted-Avg Exercise Prices 12/31/99 (years) Exercise Price 12/31/99 Exercise Price - --------------------------------------------------------------------------------------------------------------------------- $ 13.00-15.00 97,550 2.72 $ 13.78 97,550 $ 13.78 18.25-19.63 406,000 6.55 19.63 262,900 19.63 22.50-24.94 1,689,340 8.50 24.76 138,640 23.00 25.94-30.50 293,500 8.00 29.74 127,900 29.88 31.81-35.00 250,000 8.58 32.01 45,000 32.17 42.88-44.69 540,500 9.77 43.70 - - - --------------------------------------------------------------------------------------------------------------------------- 3,276,890 8.26 27.92 671,990 22.27 --------- -------
PAGE F17 The Company has a stockholder rights plan designed to deter coercive takeover tactics and to prevent an acquiror from gaining control of the Company without offering a fair price to all of the Company's stockholders. In the event of a non-permitted transaction, the Company would declare a distribution of one right for each share of common stock outstanding to stockholders and generally to shares issuable under the Company's stock option plans. In the event of a proposed takeover meeting certain conditions, the rights could be exercised by all holders other than the takeover bidder at an exercise price of half of the current market price of the Company's common stock. This would have the effect of significantly diluting the holdings of the takeover bidder. These rights expire on February 3, 2004. In February 1997, the Company sold 3,105,000 of its shares in a public offering. The net proceeds from the sale, amounting to approximately $69,000,000, were initially used to repay outstanding debt under the Company's revolving credit facility. 7. Commitments and Contingencies - ---------------------------------------------------------------------------- The Company is routinely involved in a number of legal proceedings and claims arising in the ordinary course of business, primarily involving claims for bodily injury and property damage incurred in the transportation of freight. The estimated liability for claims included in liabilities, both current and long-term, reflects the estimated ultimate cost of self-insured claims incurred, but not paid, for bodily injury, property damage, cargo loss and damage, and workers' compensation. In the opinion of management, the outcome of these matters is not expected to have any material adverse effect on the consolidated financial position or results of operations of the Company and have been adequately provided for in the financial statements. At December 31, 1999, the Company had capital purchase commitments of approximately $6,207 for land and improvements, $25,327 for transportation equipment, and $4,559 for other equipment. 8. Acquisitions - ---------------------------------------------------------------------------- During 1999, under the purchase method of accounting, the Company acquired all of the outstanding shares of Processors Unlimited Company, Ltd., a provider of reverse logistics services to the grocery and drug industries; Special Dispatch of Dallas, Inc., a Texas based provider of assembly and distributions services; Cuxhaven Group, Inc., a domestic freight forwarding company and former Baltimore, MD agent for Worldwide; Airgo, Inc., a domestic freight forwarding company and former Seattle, WA agent for Worldwide; Scan Trans, Inc. a domestic freight forwarding company and former San Francisco, CA agent for Worldwide; Pace Transportation, Ltd., a domestic freight forwarding company and former Baltimore, MD agent for Worldwide; Best Ways Air Cargo, a Puerto Rico-based air freight forwarder and Underwood Trucking, an Indiana -based truckload carrier. The Company also purchased the general commodities business of CBL Trucking Inc., a Mid-Atlantic and New England LTL carrier; certain assets of Gulf International Freight, a domestic freight forwarding company and certain assets of Pre Trans, a Puerto Rico business unit of Caro Trans International that provides ocean services. Total consideration for all Fiscal 1999 acquisitions amounted to $52,054 of cash and debt incurred. During 1998, under the purchase method of accounting, the Company acquired all of the outstanding shares of Golden Eagle Group, Inc., an international freight forwarding company; Glen Moore Transport, Inc., a truckload freight carrier; Moore and Son Co., a transportation logistics services company; and the general commodities business of Vallerie's Transportation Service, Inc. for a total of $66,379 of cash and debt incurred. PAGE F18 9. Business Segments - ---------------------------------------------------------------------------- The Company has nine reportable business segments: the five regional LTL trucking companies , TL trucking, Logistics, Freight forwarding and Corporate and other. The LTL trucking group provides overnight and second-day delivery of general commodities throughout the United States and into Canada. The Company's TL subsidiary provides premium regional and national TL services. The Company's logistics subsidiaries provide solutions to customers' logistics and distribution requirements. The Company's freight forwarding subsidiaries provide domestic and international air and ocean freight service through both exclusive and non-exclusive agents. The Corporate and other group includes mainly the costs for the Company's head office and risk management groups. The reportable business segments are managed separately because each business has differing customer requirements, either as a result of the regional environment of the country or differences in products and services offered. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Intangible assets are included in each segment's reportable assets, but the amortization of these intangible assets is not included in the determination of a segment's operating profit or loss. The Company evaluates performance based on profit or loss from operations before income taxes, interest, amortization of intangibles and other non-operating income (expenses). An immaterial amount of revenue is generated outside the United States.
Fiscal Year 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Revenue LTL Group: USF Holland $ 912,765 $ 794,012 $ 711,137 USF Reddaway 244,000 215,531 198,714 USF Red Star 249,369 212,365 194,823 USF Dugan 193,336 181,971 170,962 USF Bestway 146,488 136,283 133,450 - --------------------------------------------------------------------------------------------------------------------------- Total LTL Group 1,745,958 1,540,162 1,409,086 TL 44,593 12,877 - Logistics 206,881 130,323 106,299 Freight forwarding 225,010 151,531 44,340 Corporate and other - 5,524 - --------------------------------------------------------------------------------------------------------------------------- Total Revenue $ 2,222,442 $ 1,834,893 $ 1,565,249 - --------------------------------------------------------------------------------------------------------------------------- Income From Operations LTL Group: USF Holland $ 111,203 $ 82,580 $ 65,244 USF Reddaway 28,221 18,909 13,457 USF Red Star 7,275 3,581 871 USF Dugan 8,678 6,661 6,145 USF Bestway 16,533 15,511 17,433 - --------------------------------------------------------------------------------------------------------------------------- Total LTL Group 171,910 127,242 103,150 TL 3,147 1,138 - Logistics 16,873 7,976 6,414 Freight forwarding 8,175 4,925 1,289 Corporate and other (4,744) (7,555) (2,936) Amortization of intangibles (6,493) (4,293) (2,907) - --------------------------------------------------------------------------------------------------------------------------- Total Income from Operations $ 188,868 $ 129,433 $ 105,010 - ---------------------------------------------------------------------------------------------------------------------------
PAGE F19
Fiscal Year 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Assets LTL Group: USF Holland $ 433,887 $ 337,477 $ 276,810 USF Reddaway 131,254 117,326 108,979 USF Red Star 159,804 146,431 137,336 USF Dugan 98,212 92,969 93,737 USF Bestway 80,347 65,815 64,266 - --------------------------------------------------------------------------------------------------------------------------- Total LTL Group 903,504 760,018 681,128 TL 44,054 32,680 - Logistics 129,809 70,588 59,458 Freight forwarding 126,111 97,326 52,232 Corporate and other 8,689 14,061 6,717 - --------------------------------------------------------------------------------------------------------------------------- Total Assets $ 1,212,167 $ 974,673 $ 799,535 - --------------------------------------------------------------------------------------------------------------------------- Fiscal Year 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Long Lived Asset Expenditures LTL Group: USF Holland $ 111,254 $ 83,908 $ 66,637 USF Reddaway 17,511 21,105 19,421 USF Red Star 13,788 16,358 10,439 USF Dugan 9,932 13,707 18,134 USF Bestway 16,982 9,134 8,463 - --------------------------------------------------------------------------------------------------------------------------- Total LTL Group 169,467 144,212 123,094 TL 10,994 1,844 - Logistics 18,976 9,830 4,799 Freight forwarding 1,931 669 280 Corporate and other 1,106 921 636 - --------------------------------------------------------------------------------------------------------------------------- Total Long Lived Asset Expenditures $ 202,474 $ 157,476 $ 128,809 - --------------------------------------------------------------------------------------------------------------------------- Depreciation Expense LTL Group: USF Holland $ 36,669 $ 30,565 $ 27,603 USF Reddaway 12,048 11,267 9,927 USF Red Star 9,748 7,987 7,269 USF Dugan 10,857 10,458 9,887 USF Bestway 5,540 4,723 4,802 - --------------------------------------------------------------------------------------------------------------------------- Total LTL Group 74,862 65,000 59,488 TL 4,083 1,016 - Logistics 7,799 6,352 5,678 Freight forwarding 1,381 842 277 Corporate and other 694 512 1,790 - --------------------------------------------------------------------------------------------------------------------------- Total Depreciation Expense $ 88,819 $ 73,722 $ 67,233 - ---------------------------------------------------------------------------------------------------------------------------
PAGE F20 10. Quarterly Financial Information (unaudited) Quarters First Second Third Fourth Total - --------------------------------------------------------------------------------------------------------------------------- Fiscal 1999 Operating revenue $ 513,229 $ 548,856 $ 571,946 $ 588,411 $ 2,222,442 Income from Operations 32,231 47,787 53,304 55,546 188,868 Net income 17,508 26,271 29,723 30,738 104,240 Net income per share - basic 0.67 1.00 1.12 1.16 3.95 Net income per share - diluted 0.65 0.96 1.07 1.11 3.79 Dividends declared per share 0.0933 0.0933 0.0933 0.0933 .3733 Market price per share (calendar quarter) 28.87-34.87 27.31-47.37 42.09-51.75 41.06-49.87 27.31-51.75 Fiscal 1998 Operating revenue $ 442,339 $ 447,026 $ 469,349 $ 476,179 $ 1,834,893 Income from Operations 25,723 32,448 34,851 36,411 129,433 Net income 13,729 18,044 19,504 20,168 71,445 Net income per share - basic 0.53 0.69 0.74 0.77 2.73 Net income per share - diluted 0.52 0.68 0.74 0.76 2.70 Dividends declared per share 0.0933 0.0933 0.0933 0.0933 .3733 Market price per share (calendar quarter) 32.37-39.50 28.37-37.12 18.44-32.62 17.87-30.12 17.87-39.50 - ---------------------------------------------------------------------------------------------------------------------------
PAGE F21 Selected Consolidated Financial Data (Thousands of dollars, except per share amounts)
Fiscal Year 1999 1998 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------- Statements of Operations Operating revenue $ 2,222,442 $ 1,834,893 $ 1,565,249 $ 1,330,972 $ 1,144,458 Income from operations 188,868 129,433 105,010 67,128(1) 67,543 Interest expense (14,003) (8,784) (8,461) (12,144) (8,884) Interest income 1,129 757 1,038 649 707 Other non-operating income (expense) (414) 88 (92) (704) (878) - ----------------------------------------------------------------------------------------------------------------------------- Net income before income taxes 175,580 121,494 97,495 54,929 58,488 Income tax expense (71,340) (50,049) (40,914) (23,451) (25,150) - ----------------------------------------------------------------------------------------------------------------------------- Net income $ 104,240 $ 71,445 $ 56,581 $ 31,478(1) $ 33,338 - ----------------------------------------------------------------------------------------------------------------------------- Basic Earnings Per Share Net income per share $ 3.95 $ 2.73 $ 2.21 $ 1.41(1) $ 1.52 Diluted Earnings Per Share Net income per share $ 3.79 $ 2.70 $ 2.19 $ 1.40(1) $ 1.51 Cash dividends declared per share $ 0.37 $ 0.37 $ 0.37 $ 0.37 $ 0.37 Operating Statistics LTL Trucking Companies (in thousands) Total tons 10,220 9,177 8,579 7,732 6,835 Total shipments 14,797 13,468 12,857 11,590 10,187 Balance Sheets Assets: Current assets $ 362,928 $ 279,849 $ 237,116 $ 203,577 $ 158,611 Property and equipment, net 660,510 544,282 448,315 395,500 338,846 Intangible assets, net 174,538 140,201 104,407 79,559 69,918 Other assets 14,191 10,341 9,697 9,872 10,819 - ---------------------------------------------------------------------------------------------------------------------------- Total assets $ 1,212,167 $ 974,673 $ 799,535 $ 688,508 $ 578,194 - ---------------------------------------------------------------------------------------------------------------------------- Liabilities and Stockholders' Equity: Current liabilities $ 370,344 $ 228,877 $ 181,714 $ 144,348 $ 128,484 Long-term debt 133,137 151,096 115,000 178,000 137,333 Other non-current liabilities 149,827 135,566 110,621 96,900 79,225 Total stockholders' equity 558,859 459,134 392,200 269,260 233,152 - ---------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 1,212,167 $ 974,673 $ 799,535 $ 688,508 $ 578,194 - ----------------------------------------------------------------------------------------------------------------------------
(1) Income from operations, net income and earnings per share include the Red Star restructuring charge of $4,050, before income tax, equivalent to $0.10 per share, net of tax.
PAGE F22 STATISTICAL INFORMATION Operating Operating LTL Tons LTL Terminals Tractors Trailers Employees Revenue Ratio Shipments YR. (million) (thousands) (thousands) -- --------- --------- ----------- ----------- --------- -------- -------- --------- Holland 99 $912.8 87.8% 4,694.6 7,392.1 60 4,163 6,668 9,003 98 $794.0 89.6% 4,163.9 6,599.1 55 3,645 6,299 8,058 Red Star 99 $249.4 97.1% 1,102.3 2,234.4 33 1,126 2,770 2,441 98 $212.4 98.3% 961.4 1,986.2 33 995 2,231 2,232 Reddaway 99 $244.0 88.4% 950.1 1,926.4 56 1,118 3,179 2,666 98 $215.5 91.2% 858.6 1,766.3 56 1,084 2,956 2,485 Bestway 99 $146.5 88.7% 658.5 1,269.0 33 660 2,522 1,521 98 $136.3 88.6% 640.6 1,208.9 22 639 2,314 1,472 Dugan 99 $193.3 95.5% 955.4 1,723.4 59 1,062 3,195 2,116 98 $182.0 96.3% 914.9 1,686.3 61 1,008 2,985 2,107 Logistics 99 $206.9 91.8% NA NA 97 598 1,520 3,682 98 $130.3 93.9% NA NA 33 514 1,280 1,829 Worldwide(1) 99 $225.0 96.4% NA NA 59 4 2 637 98 $151.5 96.7% NA NA 51 NA NA 520 Glen Moore(2) 99 $ 44.6 92.9% NA NA 2 288 864 464 98 $ 12.9 91.2% NA NA 1 236 625 383 (1) USF Worldwide acquired Golden Eagle on November 12, 1998. Golden Eagle's revenue, profits and employees are included with USF Worldwide. (2) Acquired on August 31, 1998.
EX-21 3 EXHIBIT 21 USFREIGHTWAYS CORPORATION SIGNIFICANT SUBSIDIARIES OF THE COMPANY Parent and Significant Subsidiaries State of Incorporation UFFreightways Corporation Delaware USF Bestway Inc. Arizona USF Dugan Inc. Kansas USF Holland Inc. Michigan USF Red Star Inc. New York USF Reddaway Inc. Oregon USF Logistics Inc. Illinois USF Distribution Services Inc. Illinois USF Worldwide Inc. Illinois USF Processors Inc. Texas USF Glen Moore Pennsylvania EX-23 4 EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K into the Company's previously filed Registration Statements File Nos. 33-57634, 33-58290, 33-63628, 33-79160 and 333-28357. ARTHUR ANDERSEN LLP Chicago, Illinois March 20, 2000 EX-24 5 EXHIBIT 24 EXHIBIT 24 USFREIGHTWAYS CORPORATION POWER OF ATTORNEY The undersigned hereby constitutes and appoints Christopher L. Ellis, Robert S. Owen and Richard C. Pagano, or each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution, to execute on my behalf, individually and in all capacities as an officer or director of USFreighways Corporation, an Annual Report on Form 10-K, and all amendments thereto for the year ended December 31, 1999, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done to comply with all requirements of the Securities and Exchange Commission, as fully and to all intents and purposes as each might or could do in person, and the undersigned hereby ratifies and confirms each act that said attorneys-in- fact and agents may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 21st day of February, 2000. Signatures Title ---------- ----- /s/ John Campbell Carruth Chairman of the Board, Chief --------------------- Executive Officer and Director John Campbell Carruth /s/ Robert V. Delaney Director ----------------- Robert V. Delaney /s/ Morley Koffman Director -------------- Morley Koffman /s/ Robert P. Neuschel Director ------------------ Robert P. Neuschel /s/ Anthony J. Paoni Director ---------------- Anthony J. Paoni /s/ John W. Puth Director ------------ John W. Puth /s/ Neil A. Springer Director ---------------- Neil A. Springer /s/ William N. Weaver, Jr. Director ---------------------- William N. Weaver, Jr. /s/ Samuel K. Skinner Director ----------------- Samuel K. Skinner EX-27 6 FINANCIAL DATA SCHEDULE
5 0000881791 USFreightays Corp. 1000 YEAR DEC-31-1999 DEC-31-1999 6,862 0 293,989 0 0 362,928 660,510 0 1,212,167 370,344 0 0 0 0 558,859 1,212,167 0 2,222,442 0 2,033,574 0 0 14,003 175,580 71,340 104,240 0 0 0 104,240 3.95 3.79
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