11-K 1 d11k.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION NUMBER 0-19791 FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW: USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN USF Processors, Inc. 5339 Alpha Road Suite 200 Dallas, Texas 75240 NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: USFREIGHTWAYS CORPORATION 8550 W. Bryn Mawr Avenue, Suite 700 Chicago, Illinois 60631 Total Number of Pages-15 Exhibit Index at Page-14 USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 2001 REQUIRED INFORMATION December 31, 2001 and 2000 The following financial statements, supplementary schedules and exhibits are filed as part of this Annual Report on Form 11-K of the USF Processors Employees' 401K Retirement Plan. TABLE OF CONTENTS 1. Independent Auditors' Report 2. Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 3. Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001 4. Notes to Financial Statements 5. Schedule Supporting Financial Statements: -Schedule of Assets (Held at End of Year) as of December 31, 2001 6. Consent of Independent Auditors (Exhibit 23) All schedules, except as set forth above, are omitted as not applicable or not required, or the required information is included in the financial statements or notes thereto. The following documents, filed with the Securities and Exchange Commission, are incorporated by reference herein: Form S-8 Registration Statement No. 33-57634 filed January 28, 1993 and Prospectus dated January 28, 1993 covering 315,000 shares of Common Stock of USFreightways Corporation. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee, which administers the USF Processors Employees' 401K Retirement Plan, has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN By a Member of the Plan Committee administering the USF Processors Employees' 401K Retirement Plan /s/ Gerard M. Klaisle ---------------------------------------------- Gerard M. Klaisle Date: June 28, 2002 USF Processors Employees' 401K Retirement Plan Financial Statements as of December 31, 2001 and 2000 and for the Year Ended December 31, 2001, Supplemental Schedule as of December 31, 2001 and Independent Auditors' Report USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN TABLE OF CONTENTS --------------------------------------------------------------------------------
Page ---- INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001 3 Notes to Financial Statements 4-7 SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2001: Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) 8 (Supplemental schedules not listed are omitted due to the absence of conditions under which they are required.)
INDEPENDENT AUDITORS' REPORT To the Plan Administrative Committee of the USF Processors Employees' 401K Retirement Plan: We have audited the accompanying statements of net assets available for benefits of USF Processors Employees' 401K Retirement Plan (the "Plan") as of December 31, 2001 and 2000 and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2001 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in the audit of the basic 2001 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP ------------------------- Deloitte & Touche LLP Chicago, Illinois June 21, 2002 USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2001 AND 2000 --------------------------------------------------------------------------------
ASSETS 2001 2000 INVESTMENTS, AT FAIR VALUE $2,338,844 $2,428,185 RECEIVABLES: Participant contributions 18,036 21,572 Company contributions 4,116 4,929 ---------- ---------- Total receivables 22,152 26,501 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,360,996 $2,454,686 ========== ==========
See notes to financial statements. -2- USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2001 --------------------------------------------------------------------------------
CONTRIBUTIONS: Participants $ 606,127 Company 132,076 ---------- Total contributions 738,203 INVESTMENT INCOME (LOSS): Dividend and interest income 45,766 Net depreciation in fair value of investments (305,444) ---------- Total investment loss (259,678) DEDUCTIONS: Benefits paid to participants (572,215) ---------- Net change (93,690) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 2,454,686 ---------- End of year $2,360,996 ==========
See notes to financial statements. -3- USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000 AND FOR THE YEAR ENDED DECEMBER 31, 2001 -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of USF Processors Employees' 401K Retirement Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan provisions may be found in the Plan document. General - The Plan is a defined contribution plan sponsored by USF Processors, Inc. (formerly Processors Unlimited Company, Limited) (the "Company"), the sponsor of the Plan, under provisions of Section 401(a) of the Internal Revenue Code ("IRC"). The Plan covers substantially all employees of the Company who have at least one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Plan Administration - The Plan is administered by the Company. Fidelity Management Trust Company serves as the trustee of the Plan. Eligibility - Participants become eligible to enter the plan on January 1, April 1, July 1, or October 1 following the date the participant completes a qualifying year of service. Contributions - Each year, participants may contribute up to 15 percent of their pretax annual compensation, as defined in the Plan. The Company may contribute a matching contribution at the discretion of the Company's board of directors. Contributions are subject to certain Internal Revenue Code limitations. Investment Options - Participants direct the investment of their account balances and contributions into various investment options offered by the Plan. The Plan currently offers sixteen mutual funds, one managed income portfolio, and common stock of USFreightways Corporation (of which the Company is a wholly owned subsidiary) as investment options for participants. Vesting - Participants are vested immediately in their contributions and the Company's contributions plus actual earnings thereon. Payment of Benefits - Upon termination of service due to death, disability, or retirement, a participant or their beneficiary may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or monthly, quarterly, or annual installments over a period of not less than five years, or life annuity, ten year certain and life annuity, cash refund annuity, joint and 100 percent surviving spouse annuity, or joint and survivor annuity. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution or may be entitled to distribution of his or her account through an elected distribution method made by the participant in accordance with the Plan's provisions. Participant Accounts - Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, the Company's matching contribution, if any, and allocations of Plan earnings, and charged with an allocation of Plan losses. Allocations are based on participant earnings or account balances, as defined. -4- The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Loans to Participants - Participants may borrow from their fund accounts up to a maximum of $50,000 or 50 percent of their account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at rates commensurate with local prevailing rates as determined by the Plan administrator. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. Valuation of Investments and Income Recognition - Cash equivalents are stated at cost, which approximates market value. The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Payment of Benefits - Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of persons who elected to withdraw from the plan but were not yet paid at December 31, 2001 and 2000. -5- 3. INVESTMENTS The Plan's investments are shown below. Investments that represent five percent or more of the Plan's net assets available for benefits as of December 31, 2001 and 2000 are marked with an asterisk:
2001 2000 ---------- --------- Fidelity Magellan Fund $ 425,852* $ 466,315* Fidelity Equity Income Fund 118,591* 103,344 Fidelity Growth Company Fund 470,102* 544,137* Fidelity Intermediate Bond Fund 106,301 29,877 Fidelity Blue Chip Growth Fund 431,781* 495,249* Fidelity Asset Manager 57,509 43,980 Fidelity Diversified International Fund 104 Fidelity Freedom 2020 10,540 Fidelity Freedom 2030 4,586 Fidelity Retirement Money Market Portfolio 500,095* 571,300* Fidelity Managed Income Portfolio 29,932 23,159 Fidelity Spartan U.S. Equity Index Fund 104 PIMCO Total Return Fund - Administrative Class 20,050 Franklin Small-Mid Cap Growth Fund 108 Neuberger Berman Genesis Fund - Trust Class 5,864 USFreightways Corporation common stock 63,406 38,863 Participant loans 93,919 111,961 ---------- ---------- Total $2,338,844 $2,428,185 ========== ==========
During 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by:
Mutual funds: Fidelity Magellan Fund $ (66,627) Fidelity Equity Income Fund (11,138) Fidelity Growth Company Fund (147,102) Fidelity Intermediate Bond Fund 1,317 Fidelity Blue Chip Growth Fund (80,663) Fidelity Asset Manager (3,674) Fidelity Diversified International Fund 3 Fidelity Freedom 2020 22 Fidelity Freedom 2030 (69) Fidelity Spartan U.S. Equity Index Fund 2 PIMCO Total Return Fund - Administrative Class (858) Franklin Small-Mid Cap Growth Fund 6 Neuberger Berman Genesis Fund - Trust Class 318 Stock: USFreightways Corporation common stock 3,019 --------- Total $(305,444) =========
-6- 4. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 5. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Certain Plan investments are shares of the common stock of USFreightways Corporation. USFreightways Corporation is the parent company of the Plan Sponsor, USF Processors, Inc. and, therefore, these transactions qualify as party-in-interest transactions. Certain Plan investments are loans to employees of the Plan Sponsor, USF Processors, Inc., and, therefore, these transactions qualify as party-in-interest transactions. 6. TAX STATUS The Plan requested a determination letter from the Internal Revenue Service in February 2002, but has not yet received a response. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC and that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates; therefore, no provision for income taxes has been included in the financial statements. ****** -7- USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2001 --------------------------------------------------------------------------------
Identity of Issue, Borrower, Description of Investment, Including Current or Similar Party Maturity Date, Rate of Interest Value ---------------------------- ------------------------------------ ---------- * Fidelity Management Trust Company Fidelity Magellan Fund $ 425,852 * Fidelity Management Trust Company Fidelity Equity Income Fund 118,591 * Fidelity Management Trust Company Fidelity Growth Company Fund 470,102 * Fidelity Management Trust Company Fidelity Intermediate Bond Fund 106,301 * Fidelity Management Trust Company Fidelity Blue Chip Growth Fund 431,781 * Fidelity Management Trust Company Fidelity Asset Manager 57,509 * Fidelity Management Trust Company Fidelity Diversified International Fund 104 * Fidelity Management Trust Company Fidelity Freedom 2020 10,540 * Fidelity Management Trust Company Fidelity Freedom 2030 4,586 * Fidelity Management Trust Company Fidelity Retirement Money Market Portfolio 500,095 * Fidelity Management Trust Company Fidelity Managed Income Portfolio 29,932 * Fidelity Management Trust Company Fidelity Spartan U.S. Equity Index Fund 104 * Fidelity Management Trust Company PIMCO Total Return Fund - Administrative Class 20,050 * Fidelity Management Trust Company Franklin Small-Mid Cap Growth Fund 108 * Fidelity Management Trust Company Neuberger Berman Genesis Fund - Trust Class 5,864 * USFreightways Corporation USFreightways Corporation common stock 63,406 * Participant loans Participant loans (maturing 2002 to 2006 at interest rates of 8.25% to 9.50%) 93,919 ---------- Total $2,338,844 ==========
* Permitted party-in-interest. -8- EXHIBIT INDEX
Exhibit Number Page -------------- ----- 23 Consent of Deloitte & Touche LLP 15