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 JULY 3, 1999, 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.)
9700 Higgins Road, Rosemont, Illinois 60018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
including area code: (847) 696-0200
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 July 26, 1999, 26,440,377 shares of common stock were outstanding.
<PAGE>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
USFreightways Corporation
Condensed Consolidated Balance Sheets
Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
July 3, December 31,
1999 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and deposits $ 27,609 $ 5,548
Accounts receivable, net 252,157 218,942
Other 60,725 55,359
----------------- -------------------
Total current assets 340,491 279,849
----------------- -------------------
Net property and equipment 584,840 544,282
Net intangible assets 167,774 140,201
Other assets 11,404 10,341
----------------- -------------------
Total assets $ 1,104,509 $ 974,673
----------------- -------------------
Liabilities and Stockholders' Equity
Current liabilities:
Current bank debt $ 1,992 $ 10,660
Notes payable 100,000 -
Accounts payable 82,272 78,757
Other current liabilities 179,429 139,460
----------------- ------------------
Total current liabilities 363,693 228,877
----------------- ------------------
Long-term liabilities:
Long-term bank debt 3,549 51,096
Notes payable 100,000 100,000
Other long-term liabilities 135,759 135,566
----------------- ------------------
Total long-term liabilities 239,308 286,662
----------------- ------------------
Common stockholders' equity 501,508 459,134
----------------- ------------------
Total liabilities and stockholders' equity $ 1,104,509 $ 974,673
----------------- ------------------
</TABLE>
<PAGE>
USFreightways Corporation
Consolidated Statements of Income
Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------------------------- ----------------------------
July 3, July 4, July 3, July 4,
1999 1998 1999 1998
- ----------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C>
Operating revenue
LTL Trucking $ 436,721 $ 382,568 $ 847,518 $ 761,864
TL Trucking 10,579 - 20,865 -
Logistics 48,695 30,835 89,717 59,574
Freight Forwarding 52,861 33,623 103,985 67,927
----------------- ---------------- ------------ ------------
Total operating revenue $ 548,856 $ 447,026 $ 1,062,085 $ 889,365
Operating expenses:
LTL Trucking 392,784 350,565 773,437 703,436
TL Trucking 9,708 - 19,309 -
Logistics 44,185 28,789 82,476 55,769
Freight Forwarding 51,324 32,763 100,998 66,443
Corporate and other 3,068 2,461 5,847 5,546
----------------- ---------------- ------------ ------------
Total operating expenses 501,069 414,578 982,067 831,194
----------------- ---------------- ------------ ------------
Income from operations 47,787 32,448 80,018 58,171
----------------- ---------------- ------------ ------------
Non-operating income (expense):
Interest expense (3,483) (2,026) (6,295) (4,134)
Interest income 361 210 593 443
Other, net (365) (49) (341) (227)
---------------- --------------- ------------ -----------
Total non-operating expense (3,487) (1,865) (6,043) (3,918)
---------------- --------------- ------------ -----------
Net income before income taxes 44,300 30,583 73,975 54,253
Income tax expense 18,029 12,539 30,196 22,480
----------------- --------------- ------------ -----------
Net income $ 26,271 $ 18,044 $ 43,779 $ 31,773
----------------- --------------- ------------ -----------
Average shares outstanding - basic 26,404,635 26,201,994 26,358,773 26,159,329
Average shares outstanding - diluted 27,428,613 26,607,779 27,231,669 26,568,959
Basic earnings per common share: $ 0.99 $ 0.69 $ 1.66 $ 1.21
Diluted earnings per common share: $ 0.96 $ 0.68 $ 1.61 $ 1.20
----------------- ------------------ ------------ -----------
</TABLE>
<PAGE>
USFreightways Corporation
Condensed Consolidated Statements of Cash Flows
Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
Six months ended
----------------------------
July 3, July 4,
1999 1998
- --------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 43,779 $ 31,773
Adjustments to net income:
Depreciation and amortization 45,822 39,277
Other items affecting cash 10,795 15,817
from operating activities
-------------- -------------
Net cash provided by operating activities 100,396 86,867
-------------- -------------
Cash flows from investing activities:
Capital expenditures (82,990) (79,982)
Proceeds on sales 2,407 1,745
Acquisitions (38,600) (1,500)
-------------- -------------
Net cash used in investing activities (119,183) (79,737)
-------------- -------------
Cash flows from financing activities:
Dividends paid (4,910) (4,873)
Proceeds from sale of Notes 98,452 -
Proceeds from sale of treasury stock 3,521 4,000
Proceeds from long-term debt 30,000 -
Payments on long-term debt (75,274) (5,000)
Net change in short-term debt (10,941) (500)
-------------- -------------
Net cash provided by (used in) financing activities 40,848 (6,373)
-------------- -------------
Net increase/(decrease) in cash and deposits 22,061 757
-------------- -------------
Cash and deposits at beginning of period 5,548 6,471
-------------- -------------
Cash and deposits at end of period $ 27,609 $ 7,228
-------------- -------------
</TABLE>
<PAGE>
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)
1. General
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
results of operations are affected by the seasonal aspects of the regional LTL
trucking business. Therefore, operating results for the three months ended July
3, 1999 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999. For further information, refer to
consolidated financial statements and footnotes thereto included in the
registrant's annual report on Form 10-K for the year ended December 31, 1998.
2. Earnings per share
Basic earnings per share are calculated on income available to common
stockholders divided by the weighted-average number of common shares outstanding
during the period. Diluted earnings per share are calculated using earnings
available to each share of common stock outstanding during the period and to
each share that would have been outstanding assuming the issuance of common
shares for all dilutive potential common shares outstanding during the reporting
period. Unexercised stock options, calculated under the treasury stock method,
is the only reconciling item between the Company's basic and diluted weighted
earnings per share. The number of options included in the denominator, used to
calculate diluted earnings per share are 1,023,978 and 405,785 for the second
quarters of 1999 and 1998 respectively and 872,896 and 409,630 for year to date
1999 and 1998 respectively.
3. Acquisitions
On March 2nd, USF Logisitics, the Company's logistics business unit
acquired (for cash) all of the ownership interests of Processors Unlimited
Company, Ltd. (Processors) a provider of reverse logistics services to the
grocery and drug industries. Processors has annualized revenue of approximately
$46 million and employs over 1,000 individuals at 46 locations throughout Canada
and the United States.
On April 12th, USF Red Star, one of the Company's regional LTL trucking
companies, completed an asset purchase transaction (for cash)with CBL Trucking,
a Mid-Atlantic and New England LTL Carrier.
During the six months, USF Worldwide, the Company's freight forwarding
business unit, acquired (for cash) the businesses of Scan Trans, Inc., Pace
Transportation, Ltd.and Airgo, Inc. its former agents in the San Francisco, CA,
Baltimore, MD and Seattle, WA areas respectively.
4. Long-Term Debt
On May 5, 1999, the Company completed a $100 million Guaranteed Note
offering due May 1, 2009. The Guaranteed Notes bear interest at 6 1/2% payable
semi-annually on May 1 and November 1. The Guaranteed Notes are unsecured and
rank equally with all of the Company's other unsecured senior indebtedness.
The proceeds (after deducting the underwriting discount) from the sale of
the Guaranteed Notes was approximately $98.5 million. The proceeds were used to
reduce the unsecured lines of credit with the Company's various banks. Until the
net proceeds are applied for specific purposes, the Company is investing them in
marketable securities.
<PAGE>
4. Long-Term Debt (continued)
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.
5. Subsequent event
On August 2, 1999, USF Glen Moore, the Company's truckload subsidiary,
acquired (for cash) Underwood Trucking Inc. an Indiana-based truckload carrier.
<TABLE>
<CAPTION>
6. Segment Reporting Three Months Ended Six Months Ended
July 3, July 4, July 3, July 4,
1999 1998 1999 1998
- ------------------------------------------------------------------------------- ----------------------------
<S> <C> <C> <C> <C>
Revenue
LTL Group:
USF Holland $ 226,830 $ 196,152 $ 446,780 $ 393,647
USF Reddaway 61,136 53,263 116,271 104,704
USF Red Star 61,861 53,591 115,635 104,264
USF Dugan 49,606 45,451 96,703 90,997
USF Bestway 37,288 34,111 72,129 68,252
- ------------------------------------------------------------------------------- ------------------------------
Sub total LTL Group 436,721 382,568 847,518 761,864
Truckload - Glen Moore 10,579 - 20,865 -
Logistics subsidiaries 48,695 30,835 89,717 59,574
Freight forwarding 52,861 33,623 103,985 67,927
Corporate and other - - - -
- ------------------------------------------------------------------------------- ------------------------------
Total Revenue $ 548,856 $ 447,026 $ 1,062,085 $ 889,365
Income From Operations
LTL Group:
USF Holland $ 27,350 $ 19,930 $ 48,608 $ 37,329
USF Reddaway 7,275 4,877 10,779 8,005
USF Red Star 1,905 1,115 2,210 1,299
USF Dugan 2,814 2,136 4,001 3,528
USF Bestway 4,593 3,945 8,483 8,267
- ------------------------------------------------------------------------------- ------------------------------
Sub total LTL Group 43,937 32,003 74,081 58,428
Truckload - Glen Moore 871 - 1,556 -
Logistics subsidiaries 4,510 2,046 7,241 3,805
Freight forwarding 1,537 860 2,987 1,484
Corporate and other (1,404) (1,391) (2,821) (3,531)
Amortization of intangibles (1,664) (1,070) (3,026) (2,015)
- ------------------------------------------------------------------------------- ------------------------------
Total Income from Operations $ 47,787 $ 32,448 $ 80,018 $ 58,171
- ------------------------------------------------------------------------------- ------------------------------
</TABLE>
<PAGE>
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
thirteen weeks ended July 3, 1999 of $26,271,000, a 46% increase over the
$18,044,000 which was reported for the thirteen weeks which ended July 4, 1998.
This is the twelfth consecutive quarter that earnings have increased over the
same quarter of the previous year. There were 64 working days in the current
year's quarter compared to 62 for the same quarter of last year, which included
both the July 4th and Good Friday holidays.
Net income per share for the current year's quarter was equivalent to 96
cents diluted earnings per share, a 41% increase compared to the 68 cents
diluted earnings per share for the same quarter of 1998.
Revenue for the 1999 quarter increased by 22.8% to $548,856,000 from
$447,026,000 for the second quarter of 1998. Golden Eagle, Glen Moore and
Processors which were acquired since the second quarter of 1998, contributed
revenue of $37,726,000 in the current year's quarter.
Less-than-truckload (LTL) revenue for the current quarter at the regional
trucking subsidiaries, on equivalent working days, increased 10.7% over the 1998
second quarter, LTL shipments increased 7.7% and LTL tonnage increased 8.9%. LTL
revenue per shipment increased from $106.18 to $109.08 and the weight per
shipment increased from 1,138.1 pounds to 1,150.5 pounds. Year to date revenue
increased by 11.2% to $847,518,000 from $761,864,000 last year.
Operating earnings in the current year's quarter, for regional trucking
increased 37% to $43,937,000 compared to $32,003,000 for the same period of
1998. Each of the regional subsidiaries operating ratios improved. Led by USF
Holland, USF Bestway and USF Reddaway, the operating ratio for the LTL group
improved to 89.9 from 91.6 last year, the first time in the Company's history
the regional trucking group has operated below a 90.0 operating ratio.
Improvements in the quarter's costs occurred in Labor, Depreciation, Terminal
rents and Other operating expenses. Year to date operating earnings increased by
26.8% to $74,081,000 from $58,428,000 last year.
Glen Moore Trucking, the Company's truckload carrier that was acquired on
August 31, 1998, contributed revenue of $10.6 million and operated at 91.8 for
the quarter.
Revenue in the Logistics group increased by 57.9% to $48.7 million in the
current quarter from $30.8 million in the prior year. Processors, acquired on
March 2, contributed revenue of $11.7 million while other existing logistics'
contracts increased revenue by $2.8 million over the prior year's quarter. The
logistics segment's distribution business unit increased revenue by $3.4 million
of which its Moore & Son acquisition (Oct. 15, 1998) contributed $1.5 million,
while other distribution centers increased revenue by $1.9 million. Year to date
revenue increased by 50.6% to $89,717,000 from $59,574,000 last year.
Earnings in the Logistics group increased 120% over the prior year's
quarter to $4.5 million from $2.0 million due to earnings from PUC, Moore & Son
and higher profits from existing customers' business. Year to date earnings
increased by 90.3% to $7,241,000 from $3,805,000 last year.
Revenue in the Freight Forwarding group increased 57.2% to $52.9 million
from $33.6 million in the prior year's quarter due in large part to $15.5
million in revenue contributed from the group's recent Golden Eagle acquisition
(Nov. 12, 1998). Year to date revenue increased by 53.1% to $103,985,000 from
$67,927,000 last year. The group's profits improved by 78.7% to $1.5 million
from $0.9 million the prior year's quarter. Year to date profits improved by
101% to $2,987,000 from $1,484,000 last year.
During the second quarter, USF Worldwide, the Company's freight forwarding
business unit, acquired (for cash) the businesses of Scan Trans, Inc. and Pace
Transportation, Ltd. its former agents in the San Francisco, CA and Baltimore,
MD areas respectively. These acquisitions had no material effect on revenue or
profits for the quarter.
On April 12th, USF Red Star, the Company's Northeastern LTL regional
subsidiary, completed an asset purchase transaction (for cash) with CBL
Trucking, a Mid-Atlantic and New England LTL Carrier. Incremental revenue of
$6 million was contributed during the quarter since the transaction closed.
<PAGE>
Liquidity and Capital Resources
Cash flows from operating activities contributed $100.4 million during the
six months compared to $86.9 million during the same period last year.
Net capital expenditures for the 1999 six months amounted to approximately
$119 million including $53.4 million for revenue equipment, $18.8 million for
terminal facilities, $38.6 million for the acquisitions of Processors, CBL, and
three freight forwarding companies and the balance for other capital items. Last
year for the same period, net capital expenditures amounted to approximately
79.8 million, including $46.1 million for revenue equipment, $24.3 million for
terminal facilities and the balance for other capital items and a small
acquisition.
On May 5, 1999, the Company completed a $100 million offering of Guaranteed
Notes due May 1, 2009 with a coupon rate of 6.50% and at a spread of 140 basis
points above the 10-year Treasury notes.
Net proceeds from the sale were used to reduce the unsecured lines of
credit that the Company had with various banks. Until the net proceeds are
applied for specific purposes, the Company may invest them in marketable
securities. At July 3, 1999, the Company had approximately $19.5 million on
deposit in marketable securities.
A dividend of 9 1/3 cents per share equivalent to $2.5 million was paid on
July 9, 1999 to shareholders of record on June 25, 1999.
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 weighted average annual interest rates on borrowings under this credit
agreement were approximately 5.3% in the first six months of 1999. In addition,
the Company has $100 million of unsecured notes with a 6 5/8% fixed annual
interest rate and $100 million of unsecured notes with a 6 1/2% fixed annual
interest rate at July 3, 1999. The Company estimates that the carrying value of
the notes approximated its market value at July 3, 1999. The Company has no
hedging instruments. From time to time, the Company invests excess cash in
overnight money market accounts.
Year 2000
The Company has been and continues to address the universal situation
commonly referred to as the "Year 2000 Problem". The "Year 2000 Problem" is
related to the inability of certain computer systems, software and embedded
technologies to properly recognize and process date-related information
surrounding the Year 2000.
In 1996, the Company initiated a comprehensive review of its computerized
Information Technology (IT) and non-information technology systems to identify
systems that could be affected by the Year 2000 problems and has implemented a
plan to resolve the identified issues. The Year 2000 issues were analyzed by
identifying and assessing all systems, software and embedded technologies and
business partners with internal business critical systems given a higher
priority. The Company defines a system as business critical if a failure would
cause a significant service disruption or could cause a material adverse effect
on the Company's operations or financial results. As of June 30, 1999, the
Company has remediated and tested 99%of its business critical systems and 97% of
all systems. In the opinion of management, the remainder of the business
critical systems will have little or no effect on the Company's ability to
service the majority of its customers. The business critical systems have been
unit tested by IT staff members and many have been evaluated using a detailed
Year 2000 test plan. Further testing and verification on the systems will
continue throughout 1999. The Company has established an internal Year 2000
audit team to audit the process and results of the Year 2000 efforts of the
Company's subsidiaries. The Company has expended approximately $1.5 million as
of June 30, 1999 to ensure Year 2000 compliance. The total cost to ensure Year
2000 compliance is estimated to be approximately $2 million. The cost estimate
is based on the Company's structure and those subsidiaries it owns at the
present time. The acquisition of any additional operating entity may
significantly impact the total cost as it has been estimated.
<PAGE>
Year 2000 (continued)
The Company expects to have contingency plans developed for business
critical systems by September 30, 1999. The contingency plans have been tested
or will be tested for plan completeness and accuracy. Should there be any
disruptions of business critical systems or critical business partners, the
Company expects to be able to continue its operations through telephonic and
facsimile communications. Therefore, some contingency plans may require
additional labor that may impact the Company's operating costs.
The Company has been contacting business partners whose Year 2000
non-compliance could adversely affect the Company's operations, employees, or
customers. As a provider of transportation and logistics services, the Company's
operations are dependent on telecommunication, financial and utility services
provided by several entities. The Company is unaware of any of these entities or
of any significant supplier not being Year 2000 compliant. The Company believes
the most likely worst case scenario would be the failure of a material business
partner to be Year 2000 compliant. Therefore, the Company will continue to work
with and monitor the progress of its partners and formulate a contingency plan
when the Company does not believe any business partner will be compliant.
The Company's assessment of its Year 2000 issues involves some assumptions.
These assumptions revolved primarily around the Year 2000 representation from
third parties with which the Company has business relationships, and where the
Company has not been able to independently verify these representations.
This release contains forward-looking statements, which are subject to certain
risks, and uncertainties that could cause actual results to differ materially.
These risks and uncertainties are detailed from time to time in reports filed by
the Company with the Securities and Exchange Commission including forms 8K, 10Q
and 10K.
<PAGE>
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.
Steven Mark Whitworth v. TNT Bestway Transportation, Inc. f/k/a .TNT
Bestway Inc. and William Orr, Case No. 96-3935-A, 14th Judicial
District Court, Dallas County, Texas.
On April 19, 1996, Steven Mark Whitworth ("Plaintiff") a former
employee of USF Bestway Inc., a subsidiary of the Company ("USF
Bestway"), brought suit against USF Bestway and one of its employees,
alleging claims of fraud and promissory estoppel arising from
Plaintiff's previous employment as a driver with USF Bestway. On or
about October 2, 1996, Plaintiff amended his petition and added
claims of wrongful discharge and conspiracy to wrongfully discharge.
On October 7, 1996, Plaintiff moved for summary judgment, claiming
that he was entitled to a judgment of $3,500,000 in actual damages and
$1,750,000 in attorney fees based on (i) the USF Bestway's alleged
untimely responses to Plaintiff's requests for admissions and (ii) the
USF Bestway's alleged failure to comply with the requirements of Texas
law concerning the signature of pleadings by counsel in connection
with the responses to Plaintiff's requests for admissions. Following a
hearing on November 1, 1996, the trial court granted Plaintiff's
motion for summary judgment and entered judgment in favor of Plaintiff
and against USF Bestway, for $3,500,000 in actual damages
$1,750,000 in attorneys' fees together with court costs and interest.
On November 27, 1996, USF Bestway moved for reconsideration of the
judgment and for a new trial. At a January 7, 1997 hearing on this
motion, the trial court denied the motion for reconsideration and for
new trial, but ruled that the responses to the Plaintiff's requests
for admissions were timely. USF Bestway has posted a superedeas bond
to prevent enforcement of the judgment pending appeal and perfected
its appeal to the Dallas Court of Appeals, Fifth District, Texas.
On June 10, 1999, the Court of Appeals, Fifth District Texas, issued
an opinion reversing the trial court's grant of summary judgment in
favor of the plaintiff, and remanding the case back to the trial court
for a new trial on the merits.
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.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
(a) On April 30, 1999, the annual meeting of stockholders of
USFreightways Corporation was held pursuant to notice.
(b) N/A
(c) Election of Directors
Morley Koffman FOR: 22,098,178
WITHHOLD: 291,442
Anthony J. Paoni FOR: 22,099,669
WITHHOLD: 289,951
John W. Puth FOR: 22,099,582
WITHHOLD: 290,038
(c)(2) Amendment to the Long-Term Incentive Plan
FOR: 11,342,905
AGAINST: 8,170,194
ABSTENTIONS: 960,511
(d) N/A
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
1. Exhibit 27-Financial Data Schedule.
(b) Current Reports on Form 8-K were filed:
1. A current report on Form 8-K was filed on May 11,
1999 and June 17, 1999.
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 27th day of
July, 1999.
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
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EXHIBIT 27 FINANCIAL DATA SCHEDULE (FDS)
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUL-03-1999
<CASH> 27,609
<SECURITIES> 0
<RECEIVABLES> 252,157
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 340,491
<PP&E> 584,840
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,104,509
<CURRENT-LIABILITIES> 363,693
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 501,508
<TOTAL-LIABILITY-AND-EQUITY> 1,104,509
<SALES> 0
<TOTAL-REVENUES> 1,062,085
<CGS> 0
<TOTAL-COSTS> 982,067
<OTHER-EXPENSES> (252)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,295
<INCOME-PRETAX> 73,975
<INCOME-TAX> 30,196
<INCOME-CONTINUING> 43,779
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,779
<EPS-BASIC> 1.66
<EPS-DILUTED> 1.61
</TABLE>
