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