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 SEPTEMBER 30, 2000,
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., Chicago, Illinois 60631
(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 November 2, 2000, 25,865,445 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>
September 30, December 31,
2000 1999
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash $ 4,822 $ 6,862
Accounts receivable, net 334,252 293,989
Other 69,085 62,077
----------------- -------------------
Total current assets 408,159 362,928
----------------- -------------------
Net property and equipment 741,835 660,510
Net intangible assets 185,972 174,538
Other assets 23,053 14,191
----------------- -------------------
Total assets $ 1,359,019 $ 1,212,167
----------------- -------------------
Liabilities and Stockholders' Equity
Current liabilities:
Current bank debt $ 23,024 $ 20,561
Notes payable - 100,000
Accounts payable 92,243 89,193
Other current liabilities 201,459 160,590
----------------- ------------------
Total current liabilities 316,726 370,344
----------------- ------------------
Long-term liabilities:
Long-term bank debt 10,730 33,137
Notes payable 250,000 100,000
Other long-term liabilities 164,055 149,827
----------------- ------------------
Total long-term liabilities 424,785 282,964
----------------- ------------------
Minority interest 642 -
Common stockholders' equity 616,866 558,859
----------------- ------------------
Total liabilities and stockholders' equity $ 1,359,019 $ 1,212,167
----------------- ------------------
</TABLE>
<PAGE>
USFreightways Corporation
Consolidated Statements of Income
Unaudited (Dollars in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------------------------- ----------------------------
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
----------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C>
Operating revenue
LTL Trucking $ 468,741 $ 448,710 $1,402,885 $ 1,296,228
TL Trucking 21,076 12,338 60,737 33,203
Logistics 69,802 53,410 202,117 143,127
Freight Forwarding 66,428 57,488 190,408 161,473
----------------- ---------------- ------------ ------------
Total operating revenue $ 626,047 $ 571,946 $1,856,147 $ 1,634,031
Operating expenses:
LTL Trucking 423,499 401,249 1,272,086 1,174,686
TL Trucking 19,962 11,267 57,083 30,576
Logistics 65,647 48,605 189,665 131,081
Freight Forwarding 68,113 55,177 191,188 156,175
Corporate and other 3,138 2,344 9,085 8,191
----------------- ---------------- ------------ ------------
Total operating expenses 580,359 518,642 1,719,107 1,500,709
----------------- ---------------- ------------ ------------
Income from operations 45,688 53,304 137,040 133,322
----------------- ---------------- ------------ ------------
Non-operating income (expense):
Interest expense (5,632) (3,706) (15,545) (10,001)
Interest income 203 372 711 965
Other, net (4) - 498 (341)
---------------- --------------- ------------- -----------
Total non-operating expense (5,433) (3,334) (14,336) (9,377)
---------------- --------------- ------------- -----------
Net income before income taxes 40,255 49,970 122,704 123,945
Income tax expense (16,410) (20,247) (49,756) (50,443)
Minority interest 502 - 1,213 -
----------------- --------------- ------------ -----------
Net income $ 24,347 $ 29,723 $ 74,161 $ 73,502
----------------- --------------- ------------ -----------
Average shares outstanding - basic 26,286,058 26,462,497 26,462,064 26,393,085
Average shares outstanding - diluted 26,520,231 27,810,822 27,086,804 27,397,204
Basic earnings per common share: $ 0.93 $ 1.12 $ 2.80 $ 2.78
Diluted earnings per common share: $ 0.92 $ 1.07 $ 2.74 $ 2.68
----------------- ------------------ ------------ -----------
</TABLE>
<PAGE>
USFreightways Corporation
Condensed Consolidated Statements of Cash Flows
Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
Nine months ended
----------------------------
September 30, October 2,
2000 1999
--------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 74,161 $ 73,502
Adjustments to net income:
Depreciation and amortization 82,313 70,161
Other items affecting cash (12,332) (10,856)
from operating activities
-------------- -------------
Net cash provided by operating activities 144,142 132,807
-------------- -------------
Cash flows from investing activities:
Capital expenditures (151,869) (140,134)
Proceeds on sales 9,198 3,864
Acquisitions (16,419) (49,377)
-------------- -------------
Net cash used in investing activities (159,090) (185,647)
-------------- -------------
Cash flows from financing activities:
Dividends paid (7,393) (7,378)
Proceeds from sale of Notes 149,025 98,452
Payments on Notes (100,000) -
Proceeds from sale/(repurchase) of treasury stock (8,778) 4,623
Proceeds from long-term debt 70,000 30,206
Payments on long-term debt (92,409) (77,908)
Net change in short-term debt 2,463 5,580
-------------- -------------
Net cash provided by (used in) financing activities 12,908 53,575
-------------- -------------
Net increase/(decrease) in cash (2,040) 735
-------------- -------------
Cash at beginning of period 6,862 5,548
-------------- -------------
Cash at end of period $ 4,822 $ 6,283
-------------- -------------
</TABLE>
USFreightways Corporation
Condensed Consolidated Statements of Changes in Common Stockholders Equity
Unaudited (Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
September 30, October 2,
2000 1999
<S> <C> <C>
Balance as of December 31 1999 and 1998 respectively $ 558,859 $ 459,134
Net income 74,161 73,502
Common shares repurchased ( 14,520) -
Employee stock transactions 5,740 4,623
Dividends declared ( 7,374) ( 7,397)
Comprehensive income - -
__________ __________
Balance as of September 30, 2000 and October 2, 1999 $ 616,866 $ 529,862
respectively ========== ==========
</TABLE>
<PAGE>
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 results of operations are
affected by the seasonal aspects of the trucking and air freight industries.
Therefore, operating results for the three and nine months ended Sept. 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. 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, 1999.
Foreign Currency Translation -
The financial statements of the Company's foreign subsidiaries are measured
using the local currency as the functional currency. Assets and liabilities of
these subsidiaries are translated at exchange rates as of the balance sheet
date. Revenue and expenses are translated at average rates of exchange during
the period. The resulting cumulative translation adjustments, at present, are
immaterial.
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 234,173 and
1,348,325 for the third quarters of 2000 and 1999 respectively and 624,740 and
1,004,119 for year to date 2000 and 1999 respectively.
3. Acquisitions
On January 10, 2000, USF Glen Moore, the Company's truckload (TL) carrier,
acquired (for approximately $17.4 million in cash and assumed debt) all of the
shares of Tri-Star Transportation, Inc, a Tennessee based TL carrier. Tri-
Star operates 170 tractor/trailer units and while not included in the
Company's Fiscal 1999 revenue, generated $28 million in revenue for 1999.
On August 31, 2000, USF Worldwide Logistics acquired (for approximately $9
million in cash) all of the shares of Ultimex Global Logistics ("Ultimex"), an
international transportation company based in the UK. Ultimex is expected to
generate approximately $30 million, annually, in revenue.
4. Debt
The Company's debt includes $100 million of guaranteed notes due May 1,
2009 and $150 million of 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.
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 April 19, 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 were approximately
$149 million, and were 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.
<PAGE>
5. Other
On June 7, 2000, the Company announced the authorized repurchase of up to
500 thousand shares of its common stock. This buyback program was completed on
June 30, 2000.
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. At September 30,
2000, the Company had repurchased 75 thousand shares.
6. Subsequent events
None
<PAGE>
<TABLE>
<CAPTION>
6. Segment Reporting Three Months Ended Nine Months Ended
Unaudited (dollars in thousands) Sept. 30, Oct. 2, Sept. 30, Oct. 2,
2000 1999 2000 1999
------------------------------------------------------------------------------- ----------------------------
<S> <C> <C> <C> <C>
Revenue
LTL Group:
USF Holland $ 243,862 $ 231,620 $ 739,417 $ 678,400
USF Reddaway 70,362 63,768 202,038 180,039
USF Red Star 67,085 66,610 199,927 182,245
USF Dugan 49,211 49,035 149,746 145,738
USF Bestway 38,221 37,677 111,757 109,806
------------------------------------------------------------------------------- ------------------------------
Sub total LTL Group 468,741 448,710 1,402,885 1,296,228
Truckload - Glen Moore 21,076 12,338 60,737 33,203
Logistics subsidiaries 69,802 53,410 202,117 143,127
Freight forwarding 66,428 57,488 190,408 161,473
Corporate and other - - - -
------------------------------------------------------------------------------- ------------------------------
Total Revenue $ 626,047 $ 571,946 $ 1,856,147 $ 1,634,031
Income From Operations
LTL Group:
USF Holland $ 27,437 $ 29,792 $ 80,768 $ 78,400
USF Reddaway 9,399 8,268 23,275 19,047
USF Red Star 2,661 2,781 6,674 4,991
USF Dugan 2,504 2,338 8,769 6,339
USF Bestway 3,241 4,282 11,313 12,765
------------------------------------------------------------------------------- ------------------------------
Sub total LTL Group 45,242 47,461 130,799 121,542
Truckload - Glen Moore 1,114 1,071 3,654 2,627
Logistics subsidiaries 4,155 4,805 12,452 12,046
Freight forwarding (1,685) 2,311 (780) 5,298
Corporate and other (1,391) (620) (3,987) (3,441)
Amortization of intangibles (1,747) (1,724) (5,098) (4,750)
------------------------------------------------------------------------------- ------------------------------
Total Income from Operations $ 45,688 $ 53,304 $ 137,040 $ 133,322
------------------------------------------------------------------------------- ------------------------------
</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 Sept. 30, 2000 of $24.3 million, an 18% decrease compared
to $29.7 that was reported for the thirteen weeks that ended Oct. 2, 1999.
There were 63 working days in the current and previous year's quarter.
Net income per share for the current year's quarter was equivalent to 92
cents diluted earnings per share. Net income per share for the 1999 quarter
amounted to $1.07 diluted earnings per share. Net income for the current
year's quarter was negatively impacted (as announced by a press release dated
September 22, 2000) by evidence of a slowing economy that affected results in
the regional trucking subsidiaries and an operating loss at USF Worldwide, the
Company's domestic and international freight forwarding business.
Revenue for the 2000 quarter increased by 9.5% to $626.0 million from
$571.9 for the third quarter of 1999. Revenue increases in new return
logistics business, new distribution service centers, new revenue from Ultimex
and additional truckload revenue from an acquisition in early January 2000
accounted for approximately $23 million of the revenue increase.
Less-than-truckload (LTL) revenue for the current quarter at the regional
trucking subsidiaries increased 4.9%, excluding the fuel surcharges, over the
1999 third quarter; LTL shipments increased 2.4% and LTL tonnage increased
1.8%. LTL revenue per shipment increased from $109.47 to $112.10 and the weight
per shipment decreased from 1,144 pounds to 1,137 pounds. Volume levels in
last year's quarter benefited from the Y2K build up and USF Holland, USF Red
Star and USF Reddaway gained additional revenue as a result of the closure of
Preston Trucking and Nationsway. Year to date revenue increased by 8.2% to
$1.4 billion from $1.3 billion last year.
Operating earnings for the regional trucking subsidiaries, in the
current year's quarter, decreased 4.7% to $45.2 million compared to
$47.5 million for the same period of 1999. The consolidated operating
ratio for the LTL group deteriorated to 90.3 from 89.4 last year. USF
Reddaway and USF Dugan continued to improve their operating ratios and USF
Red Star reported only a slight deterioration in its operating ratio to 96.0
compared to 95.8 last year. Improvements in costs occurred in Purchased
Transportation and Fuel (net of surcharge recoveries), but were offset by
increases in Labor, Maintenance, Workers Compensation and Insurance and Claims.
Year to date operating earnings increased by 7.6% to $130.8 million from $121.5
million last year. Fuel costs, net of surcharge recoveries, in the first nine
months have improved slightly when compared to the same period of 1999.
USF Glen Moore, the Company's truckload (TL) carrier reported operating
earnings of $1.1 million at an operating ratio of 94.7 compared to $1.1 and
an operating ratio of 91.3 in 1999. Improvements in Purchased Transportation,
and Operating costs were offset by increases in Labor, Insurance and
Claims, Workers' Compensation and depreciation costs. Glen Moore's recent
acquisition contributed the majority of the $8.7 million revenue increase
compared to last year's quarter.
Revenue in the Logistics group increased by 30.7% to $69.8 million in
the current quarter from $53.4 million in the prior year. USF Processors
contributed revenue in the 2000 quarter amounting to approximately $17.4 million
compared to approximately $11.8 million in last year's quarter. USF
Distribution Services increased revenue by approximately $6.7 million of
which expansion into its centers in Baltimore, Kansas City, Montgomery,
and Oklahoma City (that were not open in the 1999 third quarter) contributed
approximately $2.6 million while other existing distribution centers increased
revenue by $4.1 million.
Earnings in the Logistics group decreased by 13.5% compared to the
prior year's quarter to $4.2 million from $4.8 million as USF Processors,
despite a 47% increase in revenue, reported earnings of $0.9 million compared
to $1.3 million in the 1999 quarter. The addition of several new accounts and
the resultant opening of new facilities to process this business
resulted in additional costs. Cost reductions that became effective in the
early part of the third quarter have helped to improve earnings. Operating
earnings in the Logistics group, excluding Processors, decreased by 7.6% to
$3.2 million from $3.5 million last year due mainly to continuing increases in
information technology costs. Year to date earnings in the Logistics group
increased by 3.4% to $12.5 million from $12.0 million last year.
<PAGE>
Revenue in the Freight Forwarding group increased 15.5% to $66.4 million
from $57.5 million in the prior year's quarter. Year to date revenue increased
by 17.9% to $190.4 million from $161.5 million last year. The group reported
an operating loss of $1.7 million compared to an operating profit of $2.3
million in the 1999 quarter.Results in the Freight Forwarding group include
USF Asia, the trading name given to a joint venture formed in October 1999 of
which USF Worldwide(a wholly owned subisidiary in the Freight Forwarding group)
is a partner and the first month's results from its acquisition of Ultimex.
USF Asia recorded third quarter revenue of approximately $4.0 million and an
operating loss before reduction for minority interest of $1.0 million
(due to network expansion and infrastructure solidification costs). Ultimex
recorded revenue in the last third of the quarter, since its acquisition, of
approximately $2 million and an operating profit of $0.1 million. Additionally,
in the third quarter, USF Worldwide reported an operating loss of $0.7 million
as its gross margins deteriorated and it also incurred significant information
technology costs related to the installation of a new freight management system.
Year to date losses for the Freight Forwarding group amounted to $0.8
million compared to an operating profit of $5.3 million last year.
Liquidity and Capital Resources
Cash flows from operating activities contributed $144.1 million during the
nine months compared to $132.8 million during the same period last year.
Net capital expenditures for the 2000 nine months amounted to approximately
$159.1 million including $110.6 million for revenue equipment, $22.2 million for
terminal facilities, and the balance for other capital items plus the acquistion
of Tri-Star Transportation and Ultimex. Last year for the same period,
net capital expenditures amounted to approximately $185.6 million, including
$84.7 million for revenue equipment, $36.8 million for terminal facilities,
$49.4 million for the acquisitions of USF Processors, CBL and eight freight
forwarding companies and the balance for other capital items.
Total borrowings increased by $30.1 million during the first nine months of
2000. $100 million of notes, due May 1, 2000, were paid as scheduled. They
were replaced by $150 million of guaranteed notes that were floated in late
April, 2000 and are due on April 15, 2010. In addition to the $150 million in
notes, the Company's debt includes $100 million of guaranteed notes due May 1,
2009. Net bank borrowings decreased by $19.9 million during the first nine
months.
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 19, 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 June 7, 2000, the Company announced the authorized repurchase of up to
500 thousand shares of its common stock. This buyback program was completed on
June 30, 2000.
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. At
September 30, 2000, the Company had repurchased 75 thousand shares.
A dividend of 9 1/3 cents per share equivalent to $2.5 million was paid on
October 6, 2000 to shareholders of record on September 22, 2000.
<PAGE>
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 6.1% in the first nine months of 2000. In addition,
the Company had $100 million of unsecured notes with a 6 5/8% fixed annual
interest rate (these notes were paid in full on May 1, 2000), $100 million of
guaranteed notes with a 6 1/2% fixed annual interest rate and $150 million of
guaranteed notes with an 8 1/2% interest rate at September 30, 2000. The Company
estimates that the carrying value of the notes approximated their market value
at September 30, 2000. The Company has no hedging instruments outstanding. From
time to time, the Company invests excess cash in overnight money market
accounts.
Recent Accounting Pronouncements
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements". SAB No. 101 provides guidance on
the recognition, presentation and disclosure of revenue in financial statements.
On June 26, 2000, the SEC issued SAB 101B that allows companies to defer the
reporting of a change in principle, as required by SAB No. 101, until the fourth
quarter of 2000. The Company is reviewing the recommendations, but believes
that implementation will have no material effects on its financial statements.
In June 1998, the Financial Accounting Standards Board (FASB), issued SFAS
No. 133. In June 2000, FASB further clarified SFAS No. 133 through issuance of
SFAS No. 138. SFAS No. 133 and 138 establish accounting and reporting standards
for derivative instruments and for hedging activities. The effective date for
SFAS Nos. 133 and 138 is for years beginning after June 15, 2000. Adoption of
SFAS Nos. 133 and 138 will have no effect on the Company's financial statements
as it has no derivatives or hedging instruments.
<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.
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 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
1. Exhibit 3.1- Bylaws of USFreightways Corporation, as restated
August 17, 2000.
2. 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 July 24, 2000
announcing that the Board of Directors of USFreightways
Corporation had authorized a stock repurchase program of up
to 1,000,000 shares of its common stock in addition to the
500,000 shares of common stock authorized for repurchase on
June 7, 2000.
<PAGE>
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 9th day of
August, 2000.
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
