For the fiscal year ended December 31, 2003
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 11-K

 


 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number 000-12255

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

ROADWAY LLC 401(k) STOCK SAVINGS PLAN

 

B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

YELLOW ROADWAY CORPORATION

10990 Roe Avenue

Overland Park, Kansas 66211

 



Table of Contents

Roadway LLC 401(k) Stock Savings Plan

 

Audited Financial Statements and Supplemental Schedule

Years ended December 31, 2003 and 2002

 

Contents

 

     Page

Reports of Independent Registered Public Accounting Firms

   3

Audited Financial Statements

    

Statements of Net Assets Available for Benefits

   5

Statements of Changes in Net Assets Available for Benefits

   6

Notes to Financial Statements

   7

Supplemental Schedule

    

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

   13

Signatures

   15

Exhibit Index

    

 

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Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Administrative Committee of

The Roadway LLC 401(k) Stock Savings Plan:

 

We have audited the accompanying statement of net assets available for benefits of the Roadway LLC 401(k) Stock Savings Plan (the Plan) as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003, and the changes in net assets available for benefits for the year then ended, in conformity with United States generally accepted accounting principles.

 

Our audit was performed 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, 2003 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 supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

 

/s/ KPMG LLP

 

Kansas City, Missouri

June 18, 2004

 

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Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Administrative Committee

Roadway Corporation 401(k) Stock Saving Plan

 

We have audited the accompanying statement of net assets available for benefits of the Roadway Corporation 401(k) Stock Savings Plan as of December 31, 2002, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Roadway Corporation 401(k) Stock Saving Plan at December 31, 2002, and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.

 

/s/ Ernst & Young LLP

 

May 20, 2003

Akron, Ohio

 

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Table of Contents

Roadway LLC 401(k) Stock Savings Plan

 

Statements of Net Assets Available for Benefits

 

     December 31,
2003


   December 31,
2002


Assets

             

Cash and temporary investments

   $ 143,633    $ 4,889,011

Investments at fair value:

             

Registered investment companies

     324,076,470      311,914,592

Yellow Roadway Corporation Stock Fund

     77,479,224      —  

Interest in common/collective trusts

     5,186,757      —  

Participant notes receivable

     8,574,958      8,773,981
    

  

Total investments

   $ 415,461,042    $ 325,577,584
    

  

Receivables:

             

Employer’s contributions

   $ 43,604    $ 621,719

Participants’ contributions

     76,392      1,070,561

Accrued interest and other

     —        4,760
    

  

Total receivables

     119,996      1,697,040
    

  

Net assets available for benefits

   $ 415,581,038    $ 327,274,624
    

  

 

The accompanying notes are an integral part of these statements.

 

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Roadway LLC 401(k) Stock Savings Plan

 

Statements of Changes in Net Assets Available for Benefits

 

    

For the year ended
December 31,

2003


  

For the year ended
December 31,

2002


 

Additions

               

Investment income:

               

Dividends

   $ 3,030    $ 1,064,404  

Interest

     523,284      2,357,291  
    

  


Total investment income

     526,314      3,421,695  

Contributions:

               

Participants

     21,314,863      18,537,654  

Employer

     11,494,283      10,324,301  
    

  


Total contributions

     32,809,146      28,861,955  

Net realized and unrealized appreciation (depreciation) in fair value of investments

     112,201,469      (8,459,198 )
    

  


Total additions

   $ 145,536,929    $ 23,824,452  
    

  


Deductions

               

Distributions of common stock

   $ 5,677,964    $ 23,355,954  

Benefits paid to participants

     51,552,551      17,266,364  
    

  


Total deductions

     57,230,515      40,622,318  

Net increase (decrease)

     88,306,414      (16,797,866 )

Net assets available for benefits:

               

Beginning of year

     327,274,624      344,072,490  
    

  


End of year

   $ 415,581,038    $ 327,274,624  
    

  


 

The accompanying notes are an integral part of these statements.

 

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Roadway LLC 401(k) Stock Savings Plan

Notes to Financial Statements

 

1. Description of Plan

 

The following description of the Roadway LLC (also referred to as “we” or “our”) 401(k) Stock Savings Plan (“Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution plan covering eligible employees of Roadway LLC, Roadway Express, Inc. and Roadway Reverse Logistic, Inc. not covered by a collective bargaining agreement, unless such agreement expressly provides for participation in the Plan. The Plan was established to encourage eligible employees to invest in the stock of the Plan sponsor. Participation is immediately available to eligible employees who have attained the age of 21 years prior to any enrollment date. Effective as of January 1, 2000, the enrollment date is the first day of the first pay period of the month following the month the participant meets the eligibility requirements of the Plan. Eligible employees hired on or after January 1, 2000 are automatically enrolled 90 days after their eligibility date, unless they actively enroll earlier or elect not to participate. Effective as of January 1, 2003, the enrollment date is the first administratively practicable date following the date an eligible employee files an application for enrollment with the trustee, Fidelity Investments (“Fidelity”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

 

By Amendment No. 1 to the Roadway Corporation 401(k) Stock Savings Plan, effective November 14, 2003, the Plan was amended to include provisions related to the merger between Yellow Corporation and Roadway Corporation. The amendment provided for (1) a more enhanced diversification of participant contributions and participant existing account balances and (2) revisions to the voting of shares and the exchange of shares in conjunction with the merger.

 

Effective December 11, 2003, Yellow Roadway Corporation (formerly Yellow Corporation) acquired Roadway Corporation and the Plan was amended and restated to (1) change the Plan’s name from Roadway Corporation 401(k) Stock Savings Plan to Roadway LLC 401(k) Stock Savings Plan, (2) change the Plan sponsor from Roadway Corporation to Yellow Roadway Corporation, (3) provide for the investment in Yellow Roadway Corporation common stock, (4) include the required Internal Revenue Code Section 401(a)(9) minimum distribution provisions, (5) revise the plan administration provisions to be consistent with Yellow Roadway Corporation practices and (6) revise the list of investment options.

 

By Amendment No. 1 to the Roadway LLC 401(k) Stock Savings Plan, the Plan was amended to discontinue the matching employer contributions effective March 21, 2004.

 

By Amendment No. 2 to the Roadway LLC 401(k) Stock Savings Plan, the Plan was amended to reinstate the matching employer contributions, effective July 15, 2004, at the level in effect prior to the discontinuation of those contributions.

 

Contributions

 

Participants may make before and after tax contributions to the Plan aggregating up to 25 percent (14 and a half percent prior to March 1, 2002) of their annual compensation subject to the Internal Revenue Service limitations. The maximum percentage of after tax contributions cannot exceed four and a half percent of the participant’s compensation. Prior to March 21, 2004, once the participant completed one year of service, we matched 100 percent of the participant’s before and after tax contributions up to four and a half percent of annual compensation. Effective March 21, 2004 through July 14, 2004, the matching employer contribution was eliminated. Additional amounts may be contributed at the option of our Board of Directors. The Plan is funded by combined contributions from the participants and Roadway LLC to a trust fund maintained by the Plan’s trustee. Key Trust Company of Ohio, NA was the Plan’s trustee through December 31, 2002. Effective January 1, 2003, Plan assets were transferred to the new trustee, Fidelity Investments.

 

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Roadway LLC 401(k) Stock Savings Plan

Notes to Financial Statements

 

Investment Options

 

Upon enrollment in the Plan, a participant may direct before and after tax contributions in one percent increments in any of 24 investment funds including the Yellow Roadway Corporation Stock Fund. Until November 2003, any Roadway LLC contributions to the Plan were required to be invested in Roadway Corporation common stock. Participants may change their investment options daily.

 

Participants with account balances invested in FDX, Inc. (a wholly owned subsidiary of FedEx Corporation) common stock were obligated to transfer their holdings no later than July 17, 2002 to any of the other investment options offered by the Plan. Any remaining investments in FDX, Inc. common stock as of July 18, 2002 were divested and reallocated to other investments in the participants accounts.

 

Effective January 1, 2003, Plan assets were transferred to Fidelity. Balances in the Roadway Corporation Stock Fund, Templeton World Fund – Class A, American Balanced Fund – Class A, Neuberger Berman Genesis Fund® (Advisor Class), Van Kampen Growth & Income Fund – Class A and American Europacific Growth Fund – Class A were transferred in kind. Balances in the Victory Stock Index Fund, Victory Intermediate Income Fund, Janus Twenty Fund, Janus Enterprise Fund, Victory DCS Money Market Fund, Vanguard LifeStrategy Conservative Growth Fund, Vanguard LifeStrategy Moderate Growth Fund, and Vanguard LifeStrategy Growth Fund were liquidated and reallocated to comparable funds in Fidelity’s portfolio. Fidelity offers 24 investment options and a self-directed brokerage account.

 

In a merger effective December 11, 2003, Roadway Corporation became a wholly owned subsidiary of Yellow Roadway Corporation. In payment of shares of Roadway Corporation common stock owned on the effective date of the merger, Roadway Corporation stockholders had the option of electing to receive (1) an all cash merger consideration of $48.00 per share of Roadway Corporation common stock, (2) an all stock merger consideration pursuant to which all of their shares of Roadway Corporation common stock would have been exchanged for shares of Yellow Roadway Corporation common stock, or (3) a combination of cash and stock. Any stockholder who failed to make a timely merger consideration exchange election had 100 percent of their shares of Roadway Corporation common stock exchanged for shares of Yellow Roadway Corporation common stock. The merger exchange consideration elections and the default provision for no election were all subject to proration and allocation provisions described in the Joint Proxy Statement/Prospectus dated October 17, 2003 filed with the Securities and Exchange Commission, which required approximately 50 percent of the merger consideration to be paid in cash and approximately 50 percent of the merger consideration to be paid in shares of Yellow Roadway Corporation common stock. The transaction did not have any effect on the net assets or operations of the Plan, except as described above.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution, our matching contribution, if any, and an allocation of Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

 

Vesting

 

Participants are 100 percent vested in their contributions and any Roadway LLC contributions, plus actual earnings thereon.

 

Participant Notes Receivable

 

Participants who are active employees may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan terms range from one to five years. The loans are secured by the balance in the participant’s account and bear interest at a rate equal to the prime rate plus one percent. Principal and interest are paid ratably through payroll deductions. Participants may have only one outstanding loan from the Plan at any time.

 

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Roadway LLC 401(k) Stock Savings Plan

Notes to Financial Statements

 

Payment of Benefits

 

Upon termination of service, a participant may elect to receive a lump-sum amount equal to the vested value of his or her account, or upon death, total and permanent disability, or retirement, elect to receive annual installments over a ten-year period.

 

2. Summary of Accounting Policies

 

Basis of Accounting

 

The financial statements have been prepared on the accrual basis of accounting.

 

Investment Valuation

 

The Plan’s investments are stated at fair value. Common stock is valued at the closing quoted market price on the last business day of the plan year. The shares of registered investment companies are valued at the net asset value as determined by the fund on the last business day of the plan year. The participant notes receivable are valued at their outstanding balances, which approximate their fair value. Security transactions are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Administrative Fees

 

All administrative fees are paid by Roadway LLC.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amount reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

3. Plan Termination

 

Roadway LLC has the right under the terms of the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the Plan shall pay all expenses chargeable against the plan and shall then distribute all assets to the participants in proportion to the amounts credited to their accounts at the date of such termination.

 

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Roadway LLC 401(k) Stock Savings Plan

Notes to Financial Statements

 

4. Investments

 

The Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows for the years ended December 31:

 

     2003

   2002

 

Yellow Roadway Corporation Stock Fund

   $ 2,179,267    $ —    

Roadway Corporation common stock

     81,448,710      3,094,454  

Common/collective trusts

     926,658      —    

Common stock

     57,801         

Shares of registered investment companies

     27,589,033      (11,553,652 )
    

  


     $ 112,201,469    $ (8,459,198 )
    

  


 

Investments that represent 5 percent or more of fair value of the Plan’s net assets are as follows at December 31:

 

     2003

   2002

Fidelity Retire Mmkt

   $ 166,751,706    $ —  

Roadway Corporation common stock*

     —        139,165,830

Yellow Roadway Corporation Stock Fund

     77,479,224      —  

Roadway Corporation common stock

     —        60,816,808

AF Balanced Fund A

     38,250,246      26,276,432

VK Growth & Income Fund A

     32,182,433      23,363,994

NB Genesis Advisor

     20,624,090      —  

* Nonparticipant-directed

 

5. Nonparticipant-Directed Investments

 

Information about the net assets related to the nonparticipant-directed investment at December 31, is as follows:

 

     2003

   2002

Investments, at fair value:

             

Roadway Corporation common stock

   $ —        $ 139,165,830

Cash and temporary cash investments

   $ —          3,374,487
    

  

Total investments

     —          142,540,317

Receivables:

             

Contributions receivable

     43,604      621,719

Other, net

     —          4,408
    

  

Total receivables

     43,604      626,127
    

  

Net assets available for benefits

   $ 43,604    $ 143,166,444
    

  

 

Effective November 2003, the Plan was amended to provide participants the ability to direct the employer matching contribution. Effective December 2003, the Plan was further amended to require employer contributions to be invested in the Yellow Roadway Corporation Stock Fund.

 

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Roadway LLC 401(k) Stock Savings Plan

Notes to Financial Statements

 

Information about the significant components of changes in net assets related to the nonparticipant-directed investment for the year ended December 31 is as follows:

 

     2003

    2002

 

Changes in net assets:

                

Contributions

   $ 10,286,639     $ 10,324,301  

Dividends

     151       740,559  

Interest

     288       54,715  

Net realized and unrealized appreciation in fair value of investments

     67,324,638       1,480,170  

Distributions in-kind and benefits paid directly to participants

     (32,345,464 )     (9,611,058 )

Interfund transfers (net)

     (188,389,092 )     1,509,442  
    


 


Total change in net assets

   $ (143,122,840 )   $ 4,498,129  
    


 


 

6. Differences between Financial Statements and Form 5500

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 at December 31, 2002:

 

     2002

 

Benefits paid to participants per the financial statements

   $ 17,266,364  

Add amounts allocated on Form 5500 to withdrawn participants at the end of the year

     —    

Less amounts allocated on Form 5500 to withdrawn participants at the beginning of the year

     (1,626,220 )
    


Benefits paid to participants per the Form 5500

   $ 15,640,144  
    


 

Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. There were no such amounts at December 31, 2003.

 

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Roadway LLC 401(k) Stock Savings Plan

Notes to Financial Statements

 

7. Transactions with Parties-in-Interest

 

The Plan purchased shares of common stock of Roadway Corporation for $15,067,387 and $10,724,193 and sold shares of common stock of Roadway Corporation for $38,281,676 and $2,289,858 during the years ended December 31, 2003 and 2002, respectively. The Plan also received dividends on common stock of Roadway Corporation of $247 and $1,064,404 during the years ended December 31, 2003 and 2002, respectively.

 

The Plan purchased units of Yellow Roadway Corporation Stock Fund for $600,373 and sold units of Yellow Roadway Corporation Stock Fund for $114,452 from December 11, 2003, the merger date, through December 31, 2003.

 

8. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service dated May 15, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (“the Code”) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Administrative Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

 

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Roadway LLC 401(k) Stock Savings Plan

EIN : 20-0453812 PN: 005

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

December 31, 2003

 

Identity of issue, borrower, issuer or similar party.


   Description of investment including
security date, rate of interest, collateral,
par, or maturity value


   Current Value*

Cash and temporary cash investments

        $ 143,634

Brokeragelink:

           

External Fund

           

Arcadian Emerging Markets Port Instl

   349 units      5,477

Clipper

   143 units      12,590

Heartland Value

   278 units      14,227

Matthews China Fund

   317 units      4,469

Ultrashort Otc Pro Fund Investor Shs

   331 units      6,932

US World Gold

   362 units      6,033

Common Stock

           

Emperor Mines Ltd Isle of Man Shs

   10,000 units      5,270

Millicom Intl Cellular Sa Reg Shs

   100 units      7,000

Stericorp Limited Shs (Australia)

   1,000 units      83

Advanced Viral Resh Corp

   7,500 units      937

Affiliated Computer Svcs Inc CL A

   100 units      5,446

Agnico Eagle Mines Ltd

   200 units      2,414

Aria Pharmaceutical Inc

   200 units      1,490

Avanex Corp Nfs Llc Is a Market

   100 units      499

Beama Gold Corp

   1,000 units      3,720

Bookham Tech Plc Sponsored Adr

   600 units      1,500

Caedonia Mining Corp

   20,000 units      6,200

Ciena Corp Nfs Llc Is A Market

   850 units      5,576

Coeur D Alene Mines Corp

   1,000 units      5,780

Coral Gold Corp

   30,000 units      10,650

Corning Inc Nfs Is A Specialist

   290 units      3,025

Dynegy Inc Hldg Co Ngs Llc Is A

   400 units      1,712

El Paso Corp Nfs Llc Is A

   300 units      2,457

Freeport Mcmoran Copper & Gold Cl B

   150 units      6,320

General Motors Corp Ngs Is A Specialist

   30 units      1,602

Jds Uniphase Corp Nfs Is a Market

   1,100 units      4,004

Liberty Media Crop New Com Ser A

   100 units      1,189

Lucent Tech Inc Nfs Is A Specialist

   3,700 units      10,508

Millennium Pharm Inc Nfs Llc Is A Market

   200 units      3,730

Motorola Inc Nfs Is A Specialist

   350 units      4,900

Nanometrics Inc

   100 units      1,471

Navarree Corp

   300 units      1,824

Newmont Mng Corp Nfs Is A Specialist

   200 units      9,722

Nortel Inversora S A Sponsored Adr Repstg

   100 units      585

Oxigene Inc

   100 units      810

Penegrowth Energy Tr

   200 units      3,280

Pfizer Inc Nfs Is a Specialist

   100 units      3,533

Proxim Corp Cl A

   500 units      835

Rite Aid Corp Nfs Llc Is A

   6,500 units      39,260

Roxio Inc Nfs Llc Is A Market

   100 units      480

Sirius Satellite Radio Inc

   2,944 units      9,303

Sonus Networks Inc Nfs Llc Is A Market

   60 units      452

Sun Microsystems Inc Nfs Llc Is A Market

   300 units      1,341

Trico Marine Svcs Inc

   4,700 units      8,413

Ugomedia Interactive Corp

   17,000 units      1,717

Wal-mart Stores Inc Nfs Is A Specialist

   75 units      3,979

Williams Cos Inc Nf Is A Specialist

          10,802

Preferred Stock

           

Williams Companies Inc Pfd 9.00%

   600 units      7,866

Unit

           

Archstone Smith Tr

   100 units      2,798

Hersha Hospitality Trust

   3,000 units      30,300

 

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Roadway LLC 401(k) Stock Savings Plan

EIN : 20-0453812 PN: 005

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) (continued)

December 31, 2003

 

Identity of issue, borrower, issuer or similar party.


  

Description of investment including
security date, rate of interest, collateral,

par, or maturity value


   Current Value*

Brokeragelink: (Continued)

           

Fidelity Fund

           

Fidelity Low Priced Stock

   295 units    $ 10,326

Templeton Foreign

   49,878 units      530,697

Pimco High Yield Adm

   289,776 units      2,831,112

Templeton World A

   198,592 units      3,350,241

AF Balanced Fund A

   2,212,276 units      38,250,246

AF Europacific Gth A

   301,127 units      9,097,058

NB Genesis Advisor

   948,670 units      20,624,090

VK Growth & Income A

   1,783,949 units      32,182,433

Vanguard Midcap Index

   16,432 units      978,534

Vanguard Smallcap Index Adm

   58,832 units      1,329,611

Yellow Roadway Corporation Stock Fund*

   7,457,096 units      77,479,224

Fidelity Growth Co*

   296,420 units      14,841,744

Fidelity Investment Growth Bd*

   1,433,378 units      10,822,004

Fidelity Conv Sec*

   54,591 units      1,101,094

Fidelity Worldwide*

   40,267 units      659,174

Fidelity Mid-Cap Stock*

   413,187 units      8,912,453

Fidelity Freedom Income*

   27,384 units      303,684

Fidelity Freedom 2000*

   94,363 units      1,111,600

Fidelity Freedom 2010*

   251,914 units      3,279,919

Fidelity Freedom 2020*

   344,632 units      4,487,102

Fidelity Freedom 2030*

   55,854 units      723,305

Spartan Total Market Index

   38,340 units      1,146,752

Fidelity Retire Mmkt*

   166,751,706 units      166,751,706

Fidelity Freedom 2040*

   61,782 units      467,073

Fidelity US Eq Index Pool*

   153,591 units      5,186,757

Participant notes receivable*

   Interest ranging from 5.0 percent to 10.5
percent due in 2004 to 2009
     8,574,958
         

          $ 415,461,042
         


* Indicates party-in-interest to the Plan.

 

See accompanying report of independent registered public accounting firm.

 

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Table of Contents

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    Roadway LLC 401(k) Stock Savings Plan
    (Name of Plan)

Date: June 28, 2004

  By:  

/s/ Harold D. Marshall


        Harold D. Marshall
        Chairman
        Benefits Administrative Committee

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit No.

 

Description


23.1   Consent of KPMG LLP
23.2   Consent of Ernst & Young LLP

 

16