-----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, FKd/HbPGA7lEbTFJlaS5VvZzc4jyq0mPaFwMRk7dN6+MmYy6bR6LfIhSJZNBG1bP nrKwdJoFatDQAj8QGZZ36w== 0000881791-01-500014.txt : 20010815 0000881791-01-500014.hdr.sgml : 20010815 ACCESSION NUMBER: 0000881791-01-500014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19791 FILM NUMBER: 1707816 BUSINESS ADDRESS: STREET 1: 8550 W BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 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-Q 1 f10q-a.txt SECOND QUARTER REPORT SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001, OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ____________ Commission File Number 0-19791 USFREIGHTWAYS CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3790696 (State of Incorporation) (IRS Employer Identification No.) 8550 W. Bryn Mawr Ave.,Suite 700 60631 Chicago, Illinois (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (773) 824-1000 Not applicable (Former name or former address, if changed since the last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of August 7, 2001, 26,293,230 shares of common stock were outstanding. PART I: FINANCIAL INFORMATION Item 1. Financial Statements. USFreightways Corporation Condensed Consolidated Balance Sheets Unaudited (Dollars in thousands)
June 30, December 31, 2001 2000 - ----------------------------------------------------------------------------------------------------- Assets Current assets: Cash $ 26,181 $ 5,248 Accounts receivable, net 322,333 323,517 Other 70,576 67,596 ----------------- ------------------- Total current assets 419,090 396,361 ----------------- ------------------- Net property and equipment 727,201 750,485 Net intangible assets 178,444 181,978 Other assets 26,029 22,250 ----------------- ------------------- Total assets $ 1,350,764 $ 1,351,074 ----------------- ------------------- Liabilities and Stockholders' Equity Current liabilities: Current bank debt $ 1,039 $ 28,991 Accounts payable 78,279 90,741 Other current liabilities 189,081 172,443 ----------------- ------------------ Total current liabilities 268,399 292,175 ----------------- ------------------ Long-term liabilities: Long-term bank debt 3,063 10,137 Notes payable 250,000 250,000 Other long-term liabilities 168,025 163,047 ----------------- ------------------ Total long-term liabilities 421,088 423,184 ----------------- ------------------ Minority interest 1,271 539 Common stockholders' equity 660,006 635,176 ----------------- ------------------ Total liabilities and stockholders' equity $ 1,350,764 $ 1,351,074 ----------------- ------------------
USFreightways Corporation Consolidated Statements of Income Unaudited (Dollars in thousands, except per-share amounts)
Three months ended Six months ended ------------------------------------- ------------------------------ June 30, July 1, June 30, July 1, 2001 2000 2001 2000 - ----------------------------------------------------------------------------- ----------------------------- Operating revenue LTL Trucking $ 465,309 $ 484,974 $ 924,328 $ 955,838 TL Trucking 25,592 20,694 50,260 40,591 Logistics 66,915 65,190 138,074 132,315 Freight Forwarding 66,056 63,176 132,603 123,980 ----------------- ---------------- ---------- ---------- Total operating revenue $ 623,872 $ 634,034 $1,245,265 $1,252,724 Operating expenses: LTL Trucking 436,565 437,600 871,486 869,227 TL Trucking 24,708 19,099 48,540 38,051 Logistics 64,681 61,135 133,059 124,018 Freight Forwarding 68,948 62,987 138,789 123,075 Corporate and other 4,686 2,620 9,296 5,947 ----------------- ---------------- ---------- ---------- Total operating expenses 599,588 583,441 1,201,170 1,160,318 ----------------- ---------------- ---------- ---------- Income from operations 24,284 50,593 44,095 92,406 ----------------- ---------------- ---------- ---------- Non-operating income (expense): Interest expense (5,402) (5,342) (10,982) (9,913) Interest income 254 316 388 508 Other, net 181 9 217 (552) ---------------- --------------- ---------- ---------- Total non-operating expense (4,967) (5,017) (10,377) (9,957) ---------------- --------------- ---------- ---------- Net income before income taxes 19,317 45,576 33,718 82,449 Income tax expense (7,647) (18,523) (13,327) (33,346) Minority interest (247) 445 (517) 711 ----------------- --------------- ---------- --------- Net income $ 11,423 $ 27,498 $ 19,874 $ 49,814 ----------------- --------------- ---------- --------- Average shares outstanding - basic 26,270,599 26,590,173 26,233,016 26,549,585 Average shares outstanding - diluted 26,652,395 27,297,662 26,700,307 27,372,280 Basic earnings per common share: $ 0.43 $ 1.03 $ 0.76 $ 1.88 Diluted earnings per common share: $ 0.43 $ 1.01 $ 0.74 $ 1.82 ----------------- ------------------ ---------- ----------
USFreightways Corporation Condensed Consolidated Statements of Cash Flows Unaudited (Dollars in thousands)
Six months ended ---------------------------- June 30, July 1, 2001 2000 - -------------------------------------------------------------------------------------- Cash flows from operating activities: Net Income $ 19,874 $ 49,814 Adjustments to net income: Depreciation and amortization 57,053 54,279 Other items affecting cash 2,053 2,656 from operating activities -------------- ------------- Net cash provided by operating activities 78,980 106,749 -------------- ------------- Cash flows from investing activities: Capital expenditures (34,608) (107,460) Proceeds on sales 6,142 5,810 Acquisitions - (7,300) -------------- ------------- Net cash used in investing activities (28,466) (108,950) -------------- ------------- Cash flows from financing activities: Dividends paid (4,865) (4,948) Proceeds from sale of notes - 149,025 Payments on notes - (100,000) Proceeds from sale/(repurchase) of treasury stock 10,310 (8,662) Proceeds from long-term debt 10,000 60,000 Payments on long-term debt (17,074) (86,857) Net change in short-term debt (27,952) (6,207) -------------- ------------- Net cash provided by (used in) financing activities (29,581) 2,351 -------------- ------------- Net increase/(decrease) in cash 20,933 150 -------------- ------------- Cash at beginning of period 5,248 6,862 -------------- ------------- Cash at end of period $ 26,181 $ 7,012 -------------- -------------
USFreightways Corporation Condensed Consolidated Statements of Changes in Common Stockholders' Equity Unaudited (Dollars in thousands)
Six Months Ended ----------------- June 30, July 1, 2001 2000 Balance as of December 31 2000 and 1999 respectively $ 635,176 $ 558,859 Net income 19,874 49,814 Foreign currency translation adjustments (451) - -------- ------- Comprehensive income $ 19,423 $ 49,814 Proceeds from sale/ (repurchase) of treasury stock 10,310 (8,662) Dividends declared (4,903) (4,920) ---------- ---------- Balance as of June 30, 2001 and July 1, 2000 $ 660,006 $ 595,091 respectively ========== ==========
Notes to Condensed Consolidated Financial Statements (Dollars in thousands, except per share amounts) (Unaudited) 1. Summary of significant accounting policies General - The consolidated financial statements include the accounts of USFreightways and its wholly owned subsidiaries (the Company). The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The statements are unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company's consolidated statements of operations for prior periods have been reclassified to conform with the current presentation. The Company's results of operations are affected by the seasonal aspects of the trucking and air freight industries. Therefore, operating results for the three and six months ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. For further information, refer to consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2000. 2. Earnings per share Basic earnings per share are calculated on net income divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share are calculated by dividing net income by this weighted-average number of common shares outstanding plus the shares that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares. Unexercised stock options, calculated under the treasury stock method, is the only reconciling item between the Company's basic and diluted earnings per share. The number of options included in the denominator, used to calculate diluted earnings per share, are 381,796 and 707,489 for the second quarters of 2001 and 2000 respectively and 467,291 and 822,695 for years to date 2001 and 2000 respectively. 3. Debt The Company's debt includes $100 million of unsecured guaranteed notes due May 1, 2009 and $150 million of unsecured guaranteed notes due April 15, 2010. On January 31, 2000, the Company filed a Form S-3 registration statement that allowed for the sale of up to $400 million in additional guaranteed notes. On April 25, 2000, the Company sold $150 million in 8 1/2% guaranteed notes due April 15, 2010 as part of the $400 million Form S-3 registration statement filed on January 31, 2000 The guaranteed notes are fully and unconditionally guaranteed, on a joint and several basis, on an unsecured senior basis, by all of the Company's direct and indirect domestic subsidiaries (the "Subsidiary Guarantors"). The Company is a holding company and during the period presented substantially all of the assets were the stock of the Subsidiary Guarantors, and substantially all of the operations were conducted by the Subsidiary Guarantors. Accordingly, the aggregate assets, liabilities, earnings and equity of the Subsidiary Guarantors were substantially equivalent to the assets, liabilities, earnings and equity of the Company on a consolidated basis. Management of the Company believes that separate financial statements of, and other disclosures with respect to, the Subsidiary Guarantors are not meaningful or material to investors. 4. Stock repurchases On July 24, 2000, the Company announced the authorized buyback of up to 1 million additional shares of its common stock in either public market or private transactions. This repurchase program is not yet completed. There have been no shares repurchased in the first or second quarters of 2001. As of June 30, 2001, the Company had repurchased 454,200 shares. 5. Recent Accounting Pronouncemnts Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141 "Business Combinations" and No. 142 "Goodwill and Other Intangible Assets" in July 2001. Among other provisions in these two statements, all future business combinations will be accounted for using the purchase method of accounting and use of the pooling-of-interest method is prohibited. For acquisitions completed after July 1, 2001, goodwill will not be amortized. In addition, effective January 1, 2002, previously recorded goodwill and other intangible assets with indefinite lives will no longer be amortized but will be subject to impairment tests annually. Intangible assets with finite lives are required to be amortized over their estimated useful lives. For the three and six month periods ended June 30, 2001, the Company recorded amortization of $2.0 million and $3.7 million. Management is currently reviewing the final release of these statements to evaluate the impact on the results of operations and financial statements.
5. Segment Reporting Three Months Ended Six Months Ended Unaudited (dollars in thousands) June 30, July 1, June 30, July 1, 2001 2000 2001 2000 - ------------------------------------------------------------------------------- ---------------------- Revenue LTL Group: USF Holland $ 241,060 $ 254,148 $ 480,380 $ 505,893 USF Reddaway 67,851 70,624 132,960 134,212 USF Red Star 65,516 69,925 129,921 136,755 USF Dugan 51,816 51,435 103,107 103,237 USF Bestway 39,066 38,842 77,960 75,741 - ------------------------------------------------------------------------------- --------------------------- Sub total LTL Group 465,309 484,974 924,328 955,838 Truckload - Glen Moore 25,592 20,694 50,260 40,591 Logistics subsidiaries 66,915 65,190 138,074 132,315 Freight forwarding 66,056 63,176 132,603 123,980 Corporate and other - - - - - ------------------------------------------------------------------------------- --------------------------- Total Revenue $ 623,872 $ 634,034 $ 1,245,265 $ 1,252,724 Income From Operations LTL Group: USF Holland $ 20,012 $ 27,530 36,762 54,385 USF Reddaway 6,869 9,226 10,708 13,876 USF Red Star (1,206) 2,658 (1,790) 4,013 USF Dugan 1,659 3,553 3,383 6,265 USF Bestway 1,410 4,407 3,779 8,072 - ------------------------------------------------------------------------------- --------------------------- Sub total LTL Group 28,744 47,374 52,842 86,611 Truckload - Glen Moore 884 1,595 1,720 2,540 Logistics subsidiaries 2,234 4,055 5,015 8,297 Freight forwarding (2,892) 189 (6,186) 905 Corporate and other (2,686) (938) (5,559) (2,596) Amortization of intangibles (2,000) (1,682) (3,737) (3,351) - ------------------------------------------------------------------------------- --------------------------- Total Income from Operations $ 24,284 $ 50,593 $ 44,095 $ 92,406 - ------------------------------------------------------------------------------ ---------------------------
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations. Results of Operations USFreightways Corporation ("the Company") reported net income for the quarter ended June 30, 2001 of $11.4 million, a 58% decrease compared to $27.5 million that was reported for the quarter that ended July 1, 2000. There were 63 working days in the current quarter and last year's second quarter. Net income per share for the current year's quarter was equivalent to 43 cents diluted earnings per share. Net income per share for the 2000 quarter amounted to $1.01 diluted earnings per share. Net income for the current year's quarter, as in the 2001 first quarter, was negatively impacted by the continued slowing of the economy, that affected results in all the Company's lines of businesses, and continued losses at USF Worldwide, the Company's domestic and international freight forwarding business. Revenue for the 2001 quarter decreased by 1.6% to $623.9 million from $634.0 million for the second quarter of 2000. Revenue increases in the logistics business, distribution service centers, the UK freight forwarder, USF Asia and truckload revenue were offset by decreases in the regional trucking subsidiaries group, the return logistics business and USF Worldwide. Less-than-truckload (LTL) revenue for the current quarter at the regional trucking subsidiaries decreased 2.9%, including the fuel surcharges , compared to the 2000 first quarter; LTL shipments decreased 2.5% and LTL tonnage decreased 4.9%. LTL revenue per shipment decreased from $114.03 to $113.57 and the weight per shipment decreased 2.5% from 1,145 pounds to 1,117 pounds. While all of the LTL trucking companies were affected by the slowdown in the economy, USF Holland had the greatest impact on the quarter's results with decreases in revenue and tonnage of 5.1% and 7.7% respectively compared to last year's quarter due to a continuing significant slowdown in the automotive industry and other heavy manufacturing industries based in the central United States. In the last week of the current quarter, the regional trucking subsidiaries increased rates to their non-contractual customers by an average 5.9% which amounted to approximately $0.7 million in additional revenue in the final week of the quarter. The non- contractual customer base is approximately one half of the total customers. Operating earnings for the regional trucking subsidiaries, in the current year's quarter, decreased 39.3% to $28.7 million compared to $47.4 million for the same period of 2000. The consolidated operating ratio for the LTL group increased to 93.8 (one point less than the 94.8 operating ratio recorded in the 2001 first quarter) from 90.2 in the second quarter of 2000. Due to current economic conditions, the regional trucking subsidiaries continue to monitor and maintain a reduced work force. When compared to November of 2000 which is normally one of the strongest parts of the year, the work force is approximately 4.5% lower (amounting to 800 workers). Despite the work force reductions, labor and fringe related benefits increased due to annual contractual increases at the Company's unionized carriers (USF Holland and USF Red Star). Additionally, the regional trucking subsidiaries continue to experience increases in group health costs ranging from 12% to 30%. The combined effect from increases in labor and fringes expenses resulted in an increase in the operating ratio of approximately two points. Claims and other operating expenses also increased as a percentage of revenue compared to last year's quarter especially at USF Bestway, whose operating ratio increased from 88.6 to 96.4. Fuel expense as a percentage of revenue improved slightly in the current year's quarter. Additionally, USF Holland realized gains on sale of two terminals which benefited its operating ratio by approximately three tenths of a point. USF Glen Moore, the Company's truckload (TL) carrier reported operating earnings of $0.9 million at an operating ratio of 96.5 compared to $1.6 million and an operating ratio of 92.3 in the 2000 quarter as labor and depreciation expenses increased. Revenue in the Logistics group increased by 2.6% to $66.9 million in the current quarter from $65.2 million in the prior year. USF Processors contributed lower revenue in the 2001 quarter amounting to approximately $13.8 million compared to approximately $17.0 million in last year's quarter as volumes from a major customer were significantly reduced. USF Distribution Services increased revenue by approximately $2.7 million of which expansion into its new centers in Baltimore and San Francisco (that were not open in the second quarter of 2000) amounted to $0.7 million, while growth in existing centers in Kansas City, Chicago, Irwindale, Fontana and Jersey City contributed approximately $1.8 million. USF Logistics increased revenue by $2.3 million mainly in its Food, Retail and International business sectors offset by reductions in its Health and Technology sectors. Earnings in the Logistics group decreased by 44.9% compared to the prior year's quarter to $2.2 million from $4.0 million as USF Processors reported a slight loss as a result of lower revenue (see paragraph above), USF Distribution incurred startup costs at its Baltimore and San Francisco centers that were not opened in last year's second quarter and USF Logistics reported lower profits due to a less profitable mix of business in its Metals, Food and Consumer sectors. Revenue in the Freight Forwarding group increased 4.5% to $66.1 million from $63.2 million in the prior year's quarter. The group reported an operating loss of $2.9 million (compared to a $3.3 million loss in the 2001 first quarter) in 2001 compared to an operating profit of $0.2 million in the 2000 quarter. Results in the Freight Forwarding group include USF Worldwide, USF Asia, the Company's joint venture operation and USF Worldwide Logistics Limited ("Limited"), a UK freight forwarder. USF Asia continued to grow its operations and recorded second quarter revenue of approximately $5.8 million and an operating loss of $0.5 million compared to revenue of $1.9 million and an operating loss of $0.9 million last year. Limited, which was acquired in August 2000, recorded revenue of approximately $8.3 million and an operating profit of $0.3 million. USF Worldwide reported an operating loss of $2.7 million in the 2001 second quarter compared to a profit of $1.1 million in the 2000 second quarter as revenue declined by $9.3 million and gross margins deteriorated. Nevertheless, the second quarter 2001 loss was slightly less than the 2001 first quarter loss as gross margins improved slightly. Other improvements in labor were offset by increases in fringe expenses. Corporate and other expenses increased by $2.1 million compared to the 2000 second quarter. Intangible amortization increased by $0.3 million while the majority of the remaining balance was due to continued efforts to enhance the Company's information technology. Liquidity and Capital Resources Cash flows from operating activities contributed $79.0 million during the first six months compared to $106.7 million during the same period last year. Net capital expenditures for the 2001 first half amounted to approximately $28.5 million including additions of $7.0 million for revenue equipment, $8.9 million for terminal facilities, $13.1 million for information technology and for other capital items. Last year for the same period, net capital expenditures amounted to approximately $108.9 million, including additions of $80.8 million for revenue equipment, $14.8 million for terminal facilities, and for other capital items and the acquisition of Tri-Star Transportation. Cash flows provided by financing activities included $10.3 million of proceeds from the sale of treasury stock that resulted primarily from the exercise of stock options occurring mainly in the first quarter. Total borrowings decreased by $35.0 million during the first half of 2001 and the Company's net debt to capital ratio improved to 26.1% compared to 31.3% at December 31, 2000. The Company's debt includes $150 million of unsecured guaranteed notes that were floated in late April, 2000 and are due on April 15, 2010 and $100 million of unsecured guaranteed notes due May 1, 2009. On January 31, 2000, the Company filed a Form S-3 registration statement that allowed for the sale of up to $400 million in additional guaranteed notes. On April 25, 2000, the Company sold $150 million in 8 1/2% guaranteed notes due April 15, 2010 as part of the $400 million Form S-3 registration statement filed on January 31, 2000. The net proceeds from the sale of the guaranteed notes, after deducting underwriting fees and other expenses was approximately $149 million, was used to repay $100 million in 6 5/8% notes that matured May 1, 2000, to reduce other unsecured lines of credit and to purchase an interest rate hedge. The guaranteed notes are fully and unconditionally guaranteed, on a joint and several basis, on an unsecured senior basis, by all of the Company's direct and indirect domestic subsidiaries (the "Subsidiary Guarantors"). The Company is a holding company and during the period presented substantially all of the assets were the stock of the Subsidiary Guarantors, and substantially all of the operations were conducted by the Subsidiary Guarantors. Accordingly, the aggregate assets, liabilities, earnings and equity of the Subsidiary Guarantors were substantially equivalent to the assets, liabilities, earnings and equity of the Company on a consolidated basis. Management of the Company believes that separate financial statements of, and other disclosures with respect to, the Subsidiary Guarantors are not meaningful or material to investors. On July 24, 2000, the Company announced the authorized buyback of up to 1 million additional shares of its common stock. This repurchase program is not yet completed. There have been no shares repurchased in the first or second quarters of 2001. As of June 30, 2001, the Company had repurchased 454,200 shares. A dividend of 9 1/3 cents per share equivalent to $2.5 million was paid on July 6, 2001 to shareholders of record on June 22, 2001. 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 average annual interest rates on borrowings under this credit agreement were approximately 6.2% in the first quarter of 2001.The Company had no borrowings under this credit agreement in the second quarter of 2001. In addition, the Company has $100 million of unsecured guaranteed notes with a 6 1/2% fixed annual interest rate and $150 million of unsecured guaranteed notes with an 8 1/2% interest rate at June 30, 2001. The Company estimates that the carrying value of the notes approximated their market value at June 30, 2001. The Company has no hedging instruments outstanding. From time to time, the Company invests excess cash in overnight money market accounts. At the end of the second quarter, the Company had approximately $20 million invested in overnight money market accounts that yielded approximately 4.1%. Recent Accounting Pronouncements In the 2000 fourth quarter, the Company reclassified fuel surcharges invoiced to customers as revenue according to guidelines established under the Securities and Exchange Commission's Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements". Prior to the 2000 fourth quarter, the fuel surcharges were presented as a reduction of fuel costs. The Company, therefore, has restated the fourth quarter 1999 and the first three quarters of 2000 revenue and expenses in accordance with SAB No. 101. The implementation of SAB No. 101 had no effect on income from operations or net income. Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141 "Business Combinations" and No. 142 "Goodwill and Other Intangible Assets" in July 2001. Among other provisions in these two statements, all future business combinations will be accounted for using the purchase method of accounting and use of the pooling-of-interest method is prohibited. For acquisitions completed after July 1, 2001, goodwill will not be amortized. In addition, effective January 1, 2002, previously recorded goodwill and other intangible assets with indefinite lives will no longer be amortized but will be subject to impairment tests annually. Intangible assets with finite lives are required to be amortized over their estimated useful lives. For the three and six month periods ended June 30, 2001, the Company recorded amortization of $2.0 million and $3.7 million. Management is currently reviewing the final release of these statements to evaluate the impact on the results of operations and financial statements. PART II: OTHER INFORMATION Item 1. 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. 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. Item 4. Submission of Matters to a Vote of Security Holders. (a) On May 3, 2001, the annual meeting of stockholders of USFreightways Corporation was held pursuant to notice. (b) Neil A. Springer and William N. Weaver, Jr. were elected directors at the meeting. The following directors' term of office continued after the meeting: Robert V. Delaney John W. Puth Morley Koffman Samuel K. Skinner Anthony J. Paoni (c)(1) Election of Directors Neil A. Springer FOR: 24,258,606 WITHHOLD: 371,182 ABSTENTIONS: 0 BROKER NON VOTES: 0 William N. Weaver, Jr. FOR: 23,548,445 WITHHOLD: 1,081,343 ABSTENTIONS: 0 BROKER NON VOTES: 0 (c)(2) Amendment to the Stock Option Plan for Non-Employee Directors FOR: 21,026,620 AGAINST: 3,551,322 ABSTENTIONS: 51,846 (c)(3) Amendment to the USFreightways Corporation Long-Term Incentive Plan FOR: 20,591,204 AGAINST: 3,991,299 ABSTENTIONS: 47,285 (d) N/A Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 1. Exhibit 10.-1 USFreightways Corporation Stock Option Plan for Non-Employee Directors, as restated and amended March 8, 2001. (b) Current Reports on Form 8-K were filed: 1. A Current Report on Form 8-K was filed on May 17, 2001 announcing that its Quarterly Report on Form 10-Q for first quarter, 2001, which was filed on May 15, 2001 contained erroneous information due to an error in transmission. A revised Quarterly Report on Form 10-Q was filed on May 16, 2001. 2. A Current Report on Form 8-K was filed on June 8, 2001 containing questions and answers regarding the Company's mid-quarter conference call. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated the 13th day of August, 2001. USFREIGHTWAYS CORPORATION By: /s/ Christopher L. Ellis ____________________ Christopher L. Ellis Senior Vice President, Finance and Chief Financial Officer By: /s/ Robert S. Owen ______________ Robert S. Owen Controller and Principal Accounting Officer EX-10 2 fjunedirec.txt USFREIGHTWAYS CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AMENDED AND RESTATED AS OF MARCH 8, 2001 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. 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 Six Hundred Thousand (600,000) 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. 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 N ASDAQ, 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 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. 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. 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. 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 8th day of March 2001 by the Board of Directors. -----END PRIVACY-ENHANCED MESSAGE-----