-----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, CubGpjlEJf5uehd1lVqOx7cO2vBA9zf4oqBC8TT5HxEWs8PRmWpzPvmaUWkZOZv5 L9VBF8Q5nBRNC9D+CLOMJg== 0000950131-02-002200.txt : 20020529 0000950131-02-002200.hdr.sgml : 20020529 20020529150508 ACCESSION NUMBER: 0000950131-02-002200 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020529 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19791 FILM NUMBER: 02664688 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 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 EMPLOYEES' 401K RETIREMENT PLAN 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, IL 60631 Total Number of Pages 14 Exhibit Index at Page 12 USF EMPLOYEES' 401K RETIREMENT PLAN FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 2001 REQUIRED INFORMATION FINANCIAL STATEMENTS AND SCHEDULE December 31, 2001 and 2000 The following financial statement, supplementary schedules and exhibits are filed as part of this Annual Report on Form 11-K of the USF Employees' 401K Retirement Plan. TABLE OF CONTENTS 1. Report of Independent Public Accountants 2. Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 3. Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2001 and 2000 4. Notes to Financial Statements and Schedules 5. Schedule Supporting Financial Statements: Schedule H, Line 4i--Schedule of Assets (Held at End of Year)--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 pursuant to the USF Employees' 401K Retirement Plan. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee, which administers the USF Employees' 401K Retirement Plan, has duly caused this Annual Report on Form 11-K to be signed on its behalf by the undersigned hereunto duly authorized. USF EMPLOYEES' 401K RETIREMENT PLAN By Members of the Plan Committee administering the USF Employees' 401K Retirement Plan /s/ Christopher L. Ellis ------------------------ Christopher L. Ellis ------------------------ /s/ Gerard M. Klaisle ------------------------ Gerard M. Klaisle /s/ Stephen G. Dill ------------------------ Stephen G. Dill Date: May 28, 2002 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrative Committee of USF Employees' 401K Retirement Plan: We have audited the accompanying statements of net assets available for benefits of the USF EMPLOYEES' 401K RETIREMENT PLAN as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. 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. 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the USF Employees' 401K Retirement Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets (held at end of year) 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. The schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP - ----------------------- Arthur Andersen LLP Chicago, Illinois May 24, 2002 USF EMPLOYEES' 401K RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 2001 and 2000
2001 2000 ASSETS: Investments at fair value (Note 3)- USFreightways Corp. Common Stock $ 8,760,122 $ 7,421,544 Aetna Real Estate Fund 747,340 893,389 Fidelity Magellan Fund 52,256,906 57,651,110 Fidelity Equity Income Fund 10,002,885 8,851,319 Fidelity Growth Company Fund 67,148,121 91,343,933 Fidelity Intermediate Bond Fund 20,844,967 16,492,443 Fidelity Blue Chip Growth Fund 40,755,865 46,457,583 Fidelity Asset Manager Fund 5,122,174 5,052,862 Fidelity Retirement Money Market Portfolio 37,716,342 31,149,660 Fidelity Managed Income Portfolio 11,350,019 8,410,469 Fidelity Diversified International Fund 49,879 - Pimco Total Return ADM Fund 647,564 - Franklin Small Midcap Growth Fund 204,757 - Newberger Genesis Trust Fund 429,013 - Fidelity Freedom Income Fund 1,774 - Fidelity Freedom 2000 Fund 92,436 - Fidelity Freedom 2010 Fund 907,094 - Fidelity Freedom 2020 Fund 677,789 - Fidelity Freedom 2030 Fund 141,941 - Fidelity Freedom 2040 Fund 18,411 - Spartan US Equity Index Fund 246,444 - Participant loans 9,682,648 9,383,792 ------------ ------------ Total investments 267,804,491 283,108,104 ------------ ------------ Receivables- Participant contributions 802,310 599,272 Company contributions 2,286,100 2,226,677 ------------ ------------ Total contributions receivable 3,088,410 2,825,949 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $270,892,901 $285,934,053 ============ ============
The accompanying notes are an integral part of these statements. USF EMPLOYEES' 401K RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Years Ended December 31, 2001 and 2000
2001 2000 INVESTMENT INCOME (LOSS): Dividend and interest income $ 5,222,534 $ 18,087,875 Net depreciation in fair value of investments (Note 2) (38,703,565) (35,606,894) ------------- ------------- Total investment (loss) (33,481,031) (17,519,019) ------------- ------------- CONTRIBUTIONS: Participants 25,175,349 21,618,266 Company 11,122,925 10,319,755 ------------- ------------- Total contributions 36,298,274 31,938,021 ------------- ------------- DEDUCTIONS: Benefits paid to participants (18,228,301) (16,679,028) Administrative expenses (52,629) (49,790) ------------- ------------- Total deductions (18,280,930) (16,728,818) ------------- ------------- TRANSFERS INTO THE PLAN (Note 1) 422,535 265,704 ------------- ------------- Net change (15,041,152) (2,044,112) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 285,934,053 287,978,165 ------------- ------------- End of year $ 270,892,901 $ 285,934,053 ============= =============
The accompanying notes are an integral part of these statements. USF EMPLOYEES' 401K RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULE December 31, 2001 and 2000 1. PLAN DESCRIPTION The following description of the USF 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 established by USFreightways Corporation, the principal sponsor of the Plan, under provisions of Section 401(a) of the Internal Revenue Code ("IRC"). The Plan covers certain employees of USFreightways Corporation, as well as certain employees of the following adopting sponsors of the Plan, all of which are wholly owned subsidiaries of USFreightways Corporation including, USF Bestway Inc., USF Logistics Inc., USF Logistics Services Inc., USF Distribution Services Inc., USF Dugan Inc., USF Sales Corporation, USF Holland Inc., USF Reddaway Inc., USF Red Star Inc., USF Worldwide Inc., USF Logistics (IMC) Inc., USF Glen Moore Inc., and World Trade Transport of Virginia Inc. and their domestic subsidiaries, respectively. Hereafter, the principal and adopting sponsors of the Plan are referred to collectively as "the Company" or individually as "each Company." The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Unionized employees are excluded from participating in the Plan if they have separately bargained for retirement benefits. During 2000, the Company acquired Tri-Star Transportation, Inc., and as result transferred all of the trust assets of its predecessor plan of $422,535 into the Plan in 2001. During 2000, USF Distribution Services of Texas, Inc. adopted the Plan, and as a result, transferred all of the trust assets of its predecessor plan of $265,704 into the Plan. Plan Administration The Plan is administered by the USF Plan Administrative Committee, which is appointed by the Board of Directors of the Company. Plan assets were held by Fidelity Management Trust Company ("Fidelity") as Trustee for the years ended December 31, 2001 and 2000. Eligibility Effective January 1, 2001, employees are eligible to participate in the Plan after completing 90 days of service from date of hire and having worked at least 250 hours within that period. Prior to January 1, 2001, participants became eligible to enter the plan on January 1, April 1, July 1, or October 1, following the date the participant completed a qualifying year of service. Contributions Eligible employees can contribute an amount up to 20% of their cash compensation, as defined by the -8- Plan, subject to certain limitations under the IRC. Each Company may provide a matching contribution and/or nonelective contribution subject to group discrimination limitations. The Company may also contribute a discretionary amount. The Company made no discretionary contributions during 2001 and 2000. Vesting Participants are fully vested at all times in their contributions, the Company's matching and/or nonelective contribution, and plan earnings thereon. Benefits Upon termination of service due to death, disability, retirement, or financial hardship, the participant or their beneficiary is 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 Each participant's account is credited with the participant's contribution, each Company's matching contribution (if applicable), each Company's nonelective contribution (if applicable), the Company's discretionary contribution (if applicable), and the Plan's earnings allocation. The allocation of plan earnings is based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Loans to Participants Subject to such rules and limitations as may be established from time to time, participants are allowed to borrow from employee deferral contributions, rollover accounts, or any after-tax deferrals in their account subject to a limit of the lesser of 50% of their vested account balance, or $50,000. The interest rate on loans is the prime rate reported in The Wall Street Journal in effect on the last day of the month preceding the loan request. Loan repayments are normally made by payroll deductions, generally over a period not to exceed five years at the election of the participant, with the exception of principal residence loans, which may be extended over a longer period. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Income Recognition Interest income is recorded as earned on the accrual basis. Dividend income is recorded on the ex dividend date. -9- Investment Valuation Cash equivalents are stated at cost, which approximates market value. Marketable securities are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the year; investments traded in the over-the-counter market and listed securities for which no sale was reported on the last day of the Plan year are valued at the last reported bid price. Net Appreciation in Fair Value of Investments Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statements of changes in net assets available for benefits as net depreciation in fair value of investments. Administrative Expenses The Company pays all administrative expenses of the Plan, except for administrative fees related to servicing participant loans, broker fees and the Real Estate Limited Partnership fees. The investment income of the trust is net of any investment advisory fees charged by the managers. Benefit Payments Benefits are recorded when paid. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets:
December 31 2001 2000 Fidelity Retirement Money Market Portfolio $ 37,716,342 $ 31,149,660 Fidelity Blue Chip Growth Fund 40,755,865 46,457,583 Fidelity Growth Company Fund 67,148,121 91,343,933 Fidelity Intermediate Bond Fund 20,844,967 16,492,443 Fidelity Magellan Fund 52,256,906 57,651,110 ============ ============
During 2001 and 2000, the Plan's investments appreciated (depreciated) (including gains and losses on investments bought and sold, as well as held during the year) in value as follows:
2001 2000 Mutual funds $ (39,140,141) $ (32,032,160) Common stock 436,576 (3,574,734) ------------- ------------- Total $ (38,703,565) $ (35,606,894) ============= =============
The Plan provides for investments in mutual funds and common stock that, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk -10- 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 statements of net assets available for benefits. 4. TAX STATUS The Company has filed for a new determination letter but has not yet received a response. The Plan had previously received a favorable determination letter from the Internal Revenue Service dated March 10, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code ("IRC") and, therefore, the related trust is exempt from tax under Section 501(a) of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan has been amended since receiving the determination letter. The plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. 5. 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. 6. PARTY IN INTEREST Certain Plan investments are 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. USF EMPLOYEES' 401K RETIREMENT PLAN SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2001 (Employer Identification Number 36-3790696, Plan Number 002)
Current Identity of Issuer Description of Investment Value *USFreightways Corporation USFreightways Corp. Common Stock $ 8,760,122 *Fidelity Management Trust Company Aetna Real Estate Fund 747,340 *Fidelity Management Trust Company Fidelity Magellan Fund 52,256,906 *Fidelity Management Trust Company Fidelity Equity Income Fund 10,002,885 *Fidelity Management Trust Company Fidelity Growth Company Fund 67,148,121 *Fidelity Management Trust Company Fidelity Intermediate Bond Fund 20,844,967 *Fidelity Management Trust Company Fidelity Blue Chip Growth Fund 40,755,865 *Fidelity Management Trust Company Fidelity Asset Manager Fund 5,122,174 *Fidelity Management Trust Company Fidelity Retirement Money Market Portfolio 37,716,342 *Fidelity Management Trust Company Fidelity Managed Income Portfolio 11,350,019 *Fidelity Management Trust Company Fidelity Diversified International Fund 49,879 *Fidelity Management Trust Company Pimco Total Return ADM Fund 647,564 *Fidelity Management Trust Company Franklin Small Midcap Growth Fund 204,757 *Fidelity Management Trust Company Newberger Genesis Trust Fund 429,013 *Fidelity Management Trust Company Fidelity Freedom Income Fund 1,774 *Fidelity Management Trust Company Fidelity Freedom 2000 Fund 92,436 *Fidelity Management Trust Company Fidelity Freedom 2010 Fund 907,094 *Fidelity Management Trust Company Fidelity Freedom 2020 Fund 677,789 *Fidelity Management Trust Company Fidelity Freedom 2030 Fund 141,941 *Fidelity Management Trust Company Fidelity Freedom 2040 Fund 18,411 *Fidelity Management Trust Company Spartan US Equity Index Fund 246,444 *Various Participants Participant loans (interest rate varies between 7.75 % and 11.50 %) 9,682,648 ------------ *Party in interest. $267,804,491 ============
The accompanying notes are an integral part of this schedule EXHIBIT INDEX Exhibit Number Page 23 Consent of Arthur Andersen LLP 13 99 Arthur Andersen LLP Quality Control System Letter 14 EX-23 3 dex23.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 24, 2002, included in this Form 11-K, into the USF Employees' 401K Retirement Plan's previously filed Registration Statement File No. 33-57634 dated January 28, 1993. /s/ Arthur Andersen LLP ------------------------ Arthur Andersen LLP Chicago, Illinois May 24, 2002 EX-99 4 dex99.txt ARTHUR ANDERSEN LLP QUALITY CONTROL LTR EXHIBIT 99 May 28, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 Ladies and Gentlemen: Arthur Andersen LLP has represented to the USF Employees' 401K Retirement Plan that the audit completed for the year ending December 31, 2001 was subject to Andersen's quality control system for the United States accounting and auditing practice. Arthur Andersen LLP has provided assurance to the USF Employees' 401K Retirement Plan that the audit engagement was conducted in compliance with professional standards. The audit was conducted with the appropriate continuity and availability of personnel, in the United States, as well as the appropriate availability of national office consultation. Sincerely, USF EMPLOYEES' 401K RETIREMENT PLAN A Member of the Plan Committee administering the USF Employees' 401K Retirement Plan /s/ Christopher L. Ellis - ------------------------ Christopher L. Ellis -----END PRIVACY-ENHANCED MESSAGE-----