USFreightways Corp. – 21 May 1999 2 Good News on the Analyst Front * USFC Management held its first ever, Analyst Day in Chicago on May 20. We were very encouraged by the tone of the meetings, which emphasized solid growth going forward at each of its major divisions, in the double-digit range. We believe this is likely, and were encouraged by the clarity of direction and purpose. * Beyond the core trucking franchise, much time was devoted toward clarifying the vision behind USFC's many small-to-medium-sized acquisitions over the past year. It is apparent that there is meaningful incremental EPS growth which should follow the company's venture into global freight forwarding, reverse logistics, and truckload. * USFC is quietly developing an “Internet Play” angle of its own. This varies from direct e-Commerce with companies and customers via its new extranet product which has been recently unveiled, to its auction website at its Processor's division, similar to Ebay.com's (EBAY, $186 5/8), to a potential new relationship with Amazon.com on the home delivery side. * While we do not argue for a new valuation paradigm, clearly, at 11.8x EPS , the shares are well below levels which we believe are appropriate, given it's clear vision, and consistent EPS growth. We believe a price valuation in the mid-$40s for 1999, and low $50's in 2000 are more appropriate. We reaffirm our Accumulate/Buy investment opinion. Key Division Notes: n LTL Trucking Division Bob Fasso, President of the LTL carrier group, and Pete Neydon, President of USF Holland, the company's largest individual carrier, presented the regional trucking outlook. The key points in our opinion were the following: * Core growth and operating margins should continue on track, and even expand modestly as some divisions, as market share penetration improves. Execution has been very solid, and the fastest growing segment of revenues has been from the company's top 50 customers – a good sign. * New product development should assist growth and margins. These include internal products, such as the rollout of a new extranet service, allowing real-time tracking and tracing, as well as external products such as new Mexican service and other expedited products. * USF Holland could reach $1 billion in revenues in 2000. In addition, the company's terminal program is 50% complete, and meeting with expected success. n USF Logistics USF Logistics President Doug Christensen , presented the following key points, in our opinion: * USF's logistics strategy is reaching critical mass, and beginning to win significant new business at solid margins. Key recent victories include being selected as the carrier for all of Proctor & Gamble's new product launches, and being consulted with by a number of large Asian companies seeking to lower supply chain costs. * New market opportunities are beginning to surface. USFC has recently been approached by Amazon.com to determine a cost-effective home-delivery alternative for larger consumer products. n Other Divisions Presidents of Precessors Unlimited, USF Worldwide and USF Glen Moore also presented, shedding light on significant EPS growth opportunities: * Reverse Logistics is a $2 billion industry today, with larger opportunity. Processors should add $0.06-$0.09 to EPS in 1999, and it's new internet auction site has met with success. * Global Freight Forwarding. 1999 will be a “putting-it-together” year for forwarding, but we believe USF will present a formidable product to the market. * Truckload. Glen Moore will likely contribute more to the P&L than we expected, not to mention will synergize well with USF's other divisions. Look for a 1+1=3 impact with this small, but growing division. [USFC] MLPF&S was a manager of the most recent public offering of securities of this company within the last three years. [AMZN, USFC] The securities of the company are not listed but trade over-the-counter in the United States. In the US, retail sales and/or distribution of this report may be made only in states where these securities are exempt from registration or have been qualified for sale. MLPF&S or its affiliates usually make a market in the securities of this company. Opinion Key [X-a-b-c]: Investment Risk Rating(X): A - Low, B - Average, C - Above Average, D - High. Appreciation Potential Rating (a: Int. Term - 0-12 mo.; b: Long Term - >1 yr.): 1 - Buy, 2 - Accumulate, 3 - Neutral, 4 -Reduce, 5 - Sell, 6 - No Rating. Income Rating(c): 7 - Same/Higher, 8 - Same/Lower, 9 - No Cash Dividend. Copyright 1999 Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S). This report has been issued and approved for publication in the United Kingdom by Merrill Lynch, Pierce, Fenner & Smith Limited, which is regulated by SFA, and has been considered and issued in Australia by Merrill Lynch Equities (Australia) Limited (ACN 006 276 795), a licensed securities dealer under the Australian Corporations Law. The information herein was obtained from various sources; we do not guarantee its accuracy or completeness. Additional information available. Neither the information nor any opinion expressed constitutes an offer, or an invitation to make an offer, to buy or sell any securities or any options, futures or other derivatives related to such securities ("related investments"). 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