United States Securities and Exchange Commission Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 0-600 A. Full title of the plan and address of the plan, if different from that of the issuer named below: ROADWAY CORPORATION 401(k) STOCK SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of the principal executive office: Roadway Corporation 1077 Gorge Boulevard Akron, OH 44310 REQUIRED INFORMATION -------------------- Financial Statements -------------------- The Roadway Corporation 401(k) Stock Savings Plan ("Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In accordance with Item 4 and in lieu of the requirements of Items 1-3, the following Plan financial statements and supplemental schedule prepared in accordance with the financial reporting requirements of ERISA are included herein: Audited Financial Statements and Supplemental Schedules of the Plan for the year ended December 31, 2001. Exhibits -------- 23.1 Consent of independent auditors AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Roadway Express, Inc. 401(k) Stock Savings Plan Years ended December 31, 2001 and 2000 with Report of Independent Auditors Roadway Express, Inc. 401(k) Stock Savings Plan Audited Financial Statements and Supplemental Schedules Years ended December 31, 2001 and 2000 CONTENTS Report of Independent Auditors.............................................. 1 AUDITED FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits............................. 2 Statements of Changes in Net Assets Available for Benefits.................. 3 Notes to Financial Statements............................................... 4 SUPPLEMENTAL SCHEDULES Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year).............. 12 Schedule H, Line 4(j)--Schedule of Reportable Transactions................... 13 Report of Independent Auditors To the Administrative Committee Roadway Express, Inc. 401(k) Stock Savings Plan We have audited the accompanying statements of net assets available for benefits of the Roadway Express, Inc. 401(k) Stock Savings Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the 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 audits provide 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 at December 31, 2001 and 2000, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2001, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. May 31, 2002 1 Roadway Express, Inc. 401(k) Stock Savings Plan Statements of Net Assets Available for Benefits DECEMBER 31 2001 2000 ---------------------------------------- Assets Cash and temporary cash investments $ 4,001,910 $ 3,228,301 Investments, at fair value 331,626,132 242,070,889 Participant notes receivable 7,215,065 6,409,894 ---------------------------------------- Total investments 342,843,107 251,709,084 Receivables: Employer's contributions 602,084 568,684 Participants' contributions 240,030 260,817 Accrued interest and other 387,269 156,531 ---------------------------------------- Total receivables 1,229,383 986,032 ---------------------------------------- Net assets available for benefits $ 344,072,490 $ 252,695,116 ======================================== See accompanying notes. 2 Roadway Express, Inc. 401(k) Stock Savings Plan Statements of Changes in Net Assets Available for Benefits YEARS ENDED DECEMBER 31 2001 2000 ------------------------------------------ ADDITIONS Investment income: Dividends $ 1,041,441 $ 1,002,968 Interest 2,993,049 5,447,327 ------------------------------------------ 4,034,490 6,450,295 Contributions: Participants 19,353,422 18,721,214 Employer 10,787,482 10,338,435 ------------------------------------------ 30,140,904 29,059,649 Net appreciation (depreciation) in fair value of investments 88,093,564 (15,919,899) ------------------------------------------ Total additions 122,268,958 19,590,045 DEDUCTIONS Distributions in-kind 16,380,245 9,267,683 Benefits paid directly to participants 14,511,339 12,675,312 ------------------------------------------ Total deductions 30,891,584 21,942,995 ------------------------------------------ Net increase (decrease) 91,377,374 (2,352,950) Net assets available for benefits: Beginning of year 252,695,116 255,048,066 ------------------------------------------ End of year $ 344,072,490 $ 252,695,116 ========================================== See accompanying notes. 3 Roadway Express, Inc. 401(k) Stock Savings Plan Notes to Financial Statements Years Ended December 31, 2001 and 2000 1. DESCRIPTION OF PLAN The following description of the Roadway Express, Inc. (the Company) 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 Express, 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 Company stock. Participation is immediately available to eligible employees who have attained the age of 21 years prior to any enrollment date. The enrollment date is the first day of the first pay period of the month following the month the participant applies for enrollment. 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. Prior to January 1, 1999, employees only became eligible after completing one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Participants may make before and after tax contributions to the Plan aggregating up to 14 1/2% of their annual compensation subject to the Internal Revenue Service limitations. The maximum percentage of after tax contributions cannot exceed 4 1/2% of the participant's compensation. Once the participant has completed one year of service, the Company will match 100% of the participant's before and after tax contributions up to 4 1/2% of annual compensation. Prior to April 1, 1998, the Company match was made only on contributions invested in the Company's stock fund for participants who had not reached 55 years of age. Once the participant reached the age of 55, the Company matched up to 4 1/2% of the participant's contributions regardless of the way contributions were invested. Additional amounts may be contributed at the option of the Company's Board of Directors. The Plan is funded by combined contributions from the participants and the Company to a trust fund maintained by the Plan's trustee, KeyBank, N.A. 4 Roadway Express, Inc. 401(k) Stock Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct before and after tax contributions in 1% increments in any of fourteen investment funds. Prior to June 1, 2000, seven investment fund options were available. Effective, July 1, 2001, the Fidelity Advisors Growth Opportunities Fund was replaced with the Van Kampen Growth and Income Fund. All participant account balances invested in the Fidelity Advisors Growth Opportunities Fund were automatically liquidated and transferred to the Van Kampen Growth and Income Fund on July 2, 2001. Company contributions to the Plan must be invested in the Company Stock Fund. Participants may change their investment options daily. Participants with account balances invested in FDX, Inc. common stock are obligated to transfer their holdings no later than July 17, 2002 to any of the other investment options offered by the Plan. Effective May 30, 2001, Roadway Express, Inc. became a wholly owned direct subsidiary of Roadway Corporation and holders of common stock of Roadway Express, Inc. became holders of an identical number of shares of common stock of Roadway Corporation. The assets and liabilities of Roadway Corporation and its subsidiaries were the same on a consolidated basis immediately after the merger as the assets and the liabilities of Roadway Express, Inc. immediately before the merger. The transaction did not have any effect on the net assets or operations of the Plan. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, the Company's matching contribution 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% vested in their contributions and the Company's contributions plus actual earnings thereon. 5 Roadway Express, Inc. 401(k) Stock Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) PARTICIPANT NOTES RECEIVABLE Effective July 1, 1998, 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% of their account balance. Loan terms range from 1 to 5 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 1%. Principal and interest are paid ratably through payroll deductions. 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 the Company with the exception of custodial fees for the three Vanguard funds. These fees are netted against earnings for these funds. 6 Roadway Express, Inc. 401(k) Stock Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) 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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. PLAN TERMINATION Although it has not expressed any intent to do so, the Company 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. 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: NET REALIZED AND UNREALIZED APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS YEARS ENDED DECEMBER 31 2001 2000 --------------------------------------------- Common stock $ 96,498,356 $ (3,705,827) Shares of registered investment companies (8,404,792) (12,214,072) --------------------------------------------- $ 88,093,564 $ (15,919,899) ============================================= 7 Roadway Express, Inc. 401(k) Stock Savings Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) Investments that represent 5% or more of fair value of the Plan's net assets are as follows: DECEMBER 31 2001 2000 --------------------------------------------- FDX, Inc. common stock $ 51,614,634 $ 63,713,463 Roadway Express, Inc. common stock 59,508,849 35,469,570 Roadway Express, Inc. common stock* 135,538,182 75,885,235 American Balanced Fund 17,587,655 -- Fidelity Advisor Growth Opportunities Fund -- 22,125,942 Van Kampen Growth & Income Fund 22,021,449 -- * Nonparticipant-directed 8 Roadway Express, Inc. 401(k) Stock Savings Plan Notes to Financial Statements (continued) 5. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of changes in net assets related to the nonparticipant-directed investment is as follows: DECEMBER 31 2001 2000 --------------------------------------------- Investments, at fair value: Roadway Express, Inc. common stock $ 135,538,182 $ 75,885,235 Cash and temporary cash investments 2,589,816 1,251,930 --------------------------------------------- Total investments 138,127,998 77,137,165 Receivables: Contributions receivable 602,084 568,684 Other, net (61,767) 78,130 --------------------------------------------- Total receivables 540,317 646,814 --------------------------------------------- Net assets available for benefits $ 138,668,315 $ 77,783,979 ============================================= YEARS ENDED DECEMBER 31 2001 2000 --------------------------------------------- Change in net assets: Contributions $ 10,787,482 $ 10,338,435 Dividends 719,290 680,542 Interest 88,901 120,095 Net appreciation (depreciation) in fair value of investments 57,046,949 (1,320,218) Distributions in-kind (3,956,511) (2,762,388) Benefits paid directly to participants (3,679,817) (3,033,286) Interfund transfers (net) (121,958) (217,431) --------------------------------------------- $ 60,884,336 $ 3,805,749 ============================================= 9 Roadway Express, Inc. 401(k) Stock Savings Plan Notes to Financial Statements (continued) 6. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: DECEMBER 31 2001 2000 --------------------------------------------- Net assets available for benefits per the financial statements $ 344,072,490 $ 252,695,116 Amounts allocated to withdrawn participants (1,626,220) (509,698) --------------------------------------------- Net assets available for benefits per the Form 5500 $ 342,446,270 $ 252,185,418 ============================================= The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: DECEMBER 31 2001 2000 --------------------------------------------- Benefits paid to participants per the financial statements $ 14,511,339 $ 12,675,312 Add amounts allocated on Form 5500 to withdrawn participants at end of year 1,626,220 509,698 Less amounts allocated on Form 5500 to withdrawn participants at beginning of year (509,698) (719,442) --------------------------------------------- Benefits paid to participants per the Form 5500 $ 15,627,861 $ 12,465,568 ============================================= 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. 10 Roadway Express, Inc. 401(k) Stock Savings Plan Notes to Financial Statements (continued) 7. TRANSACTIONS WITH PARTIES-IN-INTEREST The Plan purchased shares of common stock of the Company for $6,630,532 and $10,160,098 and sold shares of common stock of the Company for $0 and $18,699 during the years ended December 31, 2001 and 2000, respectively. The Plan also received dividends on common stock of the Company of $1,041,441 and $1,002,968 during the years ended December 31, 2001 and 2000, respectively. 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. 11 Roadway Express, Inc. 401(k) Stock Savings Plan EIN: 34-0492670 Plan Number: 002 Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) December 31, 2001 DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE ------------------------------------------------------------------------------------------------------------------- Cash and temporary cash investments $ 4,001,910 $ 4,001,910 Roadway Corporation* 5,314,633 shares 95,304,956 195,047,031 of common stock FDX, Inc.* 994,885 shares 27,087,514 51,614,634 of common stock Victory Stock Index Fund 156,566 units 3,174,533 2,663,195 Victory Intermediate Income Fund 588,438 units 5,660,584 5,749,037 American Balanced Fund 1,109,631 units 17,068,281 17,587,655 Van Kampen Growth & Income Fund 1,294,618 units 23,450,521 22,021,449 American Funds Group Europacific Growth Fund 194,069 units 6,769,830 5,214,645 Neuberger & Berman Genesis Assets Fund 474,311 units 7,197,230 8,143,913 Templeton World Fund 74,429 units 1,175,592 1,106,013 Janus Twenty Fund 187,880 units 11,192,935 7,225,863 Janus Enterprise Fund 155,821 units 8,995,355 4,986,273 Victory DCS Money Market Fund 541,939 units 7,252,233 7,500,548 Vanguard LifeStrategy Conservative Growth Fund 25,772 units 369,632 362,347 Vanguard LifeStrategy Moderate Growth Fund 49,097 units 826,316 782,113 Vanguard LifeStrategy Growth Fund 93,024 units 1,815,817 1,621,416 Participant notes receivable* Interest ranging from 5.75% to 10.50%; due in 2002 to 2007 7,215,065 7,215,065 ----------------------------------- $228,558,304 $342,843,107 =================================== * Indicates party-in-interest to the Plan. 12 Roadway Express, Inc. 401(k) Stock Savings Plan EIN: 34-0492670 Plan Number: 002 Schedule H, Line 4(j)--Schedule of Reportable Transactions Year Ended December 31, 2001 CURRENT VALUE OF ASSET ON IDENTITY OF PARTY DESCRIPTION OF PURCHASE SELLING COST OF TRANSACTION NET GAIN INVOLVED ASSETS PRICE PRICE ASSET DATE OR (LOSS) ------------------------------------------------------------------------------------------------------------------------------------ CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS Key Trust Corp.* Roadway Corporation common stock $ 11,595,673 $ 11,595,673 $ 7,758,286 $ 7,758,286 ** * Indicates party-in-interest to the Plan. ** Realized gains and losses on investment sales transactions could not be allocated between participant-directed and nonparticipant- directed accounts. There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2001. 13 SIGNATURE --------- The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ROADWAY CORPORATION 401(K) STOCK SAVINGS PLAN By: /s/ J. Dawson Cunningham -------------------------------------------------- J. Dawson Cunningham Roadway Corporation - Executive Vice President and Chief Financial Officer