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
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Page
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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
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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
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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
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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
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23 Consent of Deloitte & Touche LLP 15