8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 22, 2004
(Date of earliest event reported)

USF CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19791	36-3790696
(State or other jurisdiction of	(Commission File No.)	(IRS Employer Identification Number)
incorporation or organization)

8550 West Bryn Mawr Avenue, Suite 700, Chicago, Illinois	60631
(Address of principal executive offices)	(Zip Code)

(773) 824-1000

(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits.
	The following is furnished under Item 12 of Form 8-K as an exhibit to this Current Report.
	(c) Exhibits:
Exhibit Number	Description
99	News Release, dated April 22, 2004.
	Exhibits (furnished pursuant to Item 12)
Item 12.	Disclosure of Results of Operations and Financial Condition
	On April 22, 2004, USF Corporation ("the Company") reported its results for the First Quarter of 2004 ending April 3, 2004. The Company issued a press release, the text of which is set forth in Exhibit 99 hereto. This information is being furnished pursuant to Item 12 "Disclosure of Results of Operations and Financial Condition". This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

        Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	USF CORPORATION
By:	/s/ Thomas E. Bergmann Thomas E. Bergmann Senior Vice President, Finance & Chief Financial Officer

Date: April 22, 2004

EX-99

   FOR IMMEDIATE RELEASE
USF CORPORATION REPORTS FIRST QUARTER RESULTS
Strong Demand Fuels LTL Profit Growth

- EPS from continuing operations up 63%

- PremierPlus^® revenue up 16%

- LTL tonnage increases 6%

(Chicago – April 22, 2004) USF Corporation (NASDAQ:USFC) today reported income from continuing operations of $7.1 million for the first quarter ended April 3, 2004, compared to $4.2 million reported for the first quarter ended April 5, 2003, a 69% increase from the prior year period. Diluted earnings per share from continuing operations increased 63% to $.26 compared to $.16 in last year’s first quarter.

Revenue from continuing operations for the first quarter was $617 million versus $594 million reported for the first quarter of 2003, an increase of 3.9%. There were 66 working days in the first quarter of 2004 compared to 67 working days in the first quarter of 2003. Revenue per working day increased 5.5% from last year’s first quarter.

Richard P. DiStasio, President and Chief Executive Officer of USF Corporation commented, “Our first quarter results were strong. We experienced significant profit growth year-over-year within the LTL group. Included in these results was a 6.6% increase in revenue at USF Holland, our largest LTL carrier. Holland also recorded an improvement in their operating ratio (OR) of over 100 basis points. Also included in the LTL group’s results was a 10% increase in revenue at USF Reddaway. I am happy to report that our inter-regional LTL product, PremierPlus^®, recorded strong revenue growth during the quarter. We are starting to reap the benefits of the cost-saving and revenue enhancing initiatives that we have put in place. Our management team is focused and we remain committed to our goals of sustainable financial success and value creation for our shareholders.”

Less-Than-Truckload (LTL)

Operating earnings for the LTL group were $24.0 million, versus $16.8 million for the prior year quarter, an increase of 43%. First quarter revenue in the LTL segment was $520 million, versus $489 million, for the year ago period, an increase of 6.3%. The LTL segment’s OR improved 120 basis points to 95.4 compared to 96.6 in the first quarter of 2003. Per working day revenue increased 8 % over the prior year quarter.

PremierPlus^®, USF’s inter-regional product, posted a 16% increase in revenue from the prior year period to $69 million for the quarter.

LTL shipments increased 2.8% over 2003‘s first quarter and LTL tonnage increased 6.0% during the same period. Billed LTL revenue per shipment increased 2.1% from $127.84 to $130.50, including fuel surcharges. Billed LTL revenue per hundredweight decreased by 1.0%, from $11.27 to $11.16. Average weight per LTL shipment increased 3.1% to 1,169 pounds in the first quarter of 2004 versus 1,134 pounds in the first quarter of 2003. Average length of haul for LTL shipments was 497 miles versus 488 miles in the first quarter of 2003.

Truckload (TL)

USF’s truckload carrier recorded operating earnings up 55% to $0.8 million from $0.5 million in the year ago quarter. OR improved to 97.6, a decrease of 80 basis points from the 2003 first quarter OR of 98.4. Revenue for the quarter was up 8% to $34.3 million from $31.8 million in the first quarter of 2003.

Logistics

USF Logistics recorded an operating profit of $1.6 million for the first quarter 2004, versus $0.6 million for the first quarter 2003. Included in first quarter’s 2003 results was a $2.0 million charge relating to the Chapter 11 filing of one of Logistics previous customers. Excluding the $2.0 million charge, normalized 2003 earnings for Logistics would have been $2.6 million. Revenue for the Logistics group was $66.4 million versus $75.7 million for the prior year’s quarter, a decrease of 12.2 %.

CONFERENCE CALL

A conference call will be held at 7:30 am CDT, 8:30 am EDT, on Friday, April 23rd to discuss the results. Those wishing to participate should dial 1-888-245-7013. Callers should dial in 5 to 10 minutes prior to the start of the call. A telephone replay will also be available. To use the dial-in access, call 1-877-519-4471, PIN number 4685708 after 11:30 am CDT. The telephone replay will be available for seven days. After that time a transcript of the call will be available at http://ir.usfc.com .

A live broadcast of the conference call will be available through the Company’s Web site at www.usfc.com and also www.streetevents.com . To listen to the call, please go to one of the Web sites at least fifteen minutes early to download and install any necessary software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call at both Web sites. The conference call is the sole property of USF and any rebroadcast or transcription of the event without prior written consent of the Company is prohibited. The Company assumes no responsibility to update any information posted on its Web site.

USF Corporation, a $2.3 billion leader in the transportation industry, specializes in delivering comprehensive supply chain management solutions, including high-value next-day, regional and national LTL transportation, forward and reverse logistics, and premium regional and national truckload transportation. The Company serves the North American market, including the United States, Canada and Mexico, as well as the U.S. territories of Puerto Rico and Guam. The USF operating companies interact as a single system to provide services and flexibility to match the needs of their customers. USF Corporation is headquartered in Chicago, Illinois. For more information, visit www.usfc.com.

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements that 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 SEC including forms 8-K, 10-Q and 10-K.

Corporate Contact:
USF Corporation
James J. Hyland 773.824.2213

USF CorporationCondensed
Consolidated Statements of Operations
Unaudited (Dollars in Thousands, Except Per-Share Amounts)

	Quarter Ended
	April 3, 2004			April 5, 2003
Revenue:
LTL Trucking	$	519,697		$	488,863
TL Trucking		34,274			31,750
Logistics		66,437			75,675
Intercompany eliminations		(3,641	)		(2,586	)
Total revenue from operations		616,767			593,702
Income:
LTL Trucking		24,038			16,812
TL Trucking		812			523
Logistics		1,630			553
Corporate and other		(9,392	)		(5,236	)
Total income from operations		17,088			12,652
Non-operating income/(expenses)
Interest expense		(5,209	)		(5,292	)
Interest income		571			211
Other, net		(390	)		(255	)
Net non-operating expenses		(5,028	)		(5,336	)
Income from continuing operations before income
taxes and cumulative effect of accounting change		12,060			7,316
Income tax expense		(4,944	)		(3,076	)
Income from continuing operations before cumulative
effect of accounting change		7,116			4,240
Loss from discontinued operations, net of tax benefits of $5		--			(7	)
Income before cumulative effect of
accounting change		7,116			4,233
Cumulative effect of change in accounting
for revenue recognition, net of tax benefit of $1,064		--			(1,467	)
Net income	$	7,116		$	2,766
Income per share from continuing operations
- Basic		0.26			0.16
- Diluted		0.26			0.16
Loss per share - cumulative effect of accounting change
- Basic		--			(0.06	)
- Diluted		--			(0.06	)
Net income per share - Basic		0.26			0.10
Net income per share - Diluted		0.26			0.10
Average shares outstanding - Basic		27,556,632			27,005,067
Average shares outstanding - Diluted		27,802,815			27,124,223

USF Corporation
Condensed Consolidated Balance Sheets
Unaudited (Dollars in Thousands)

	As of
	April 3, 2004		December 31, 2003
Assets
Current assets:
Cash	$	118,198	$	121,659
Accounts receivable, net		308,343		271,849
Other current assets		70,890		65,731
Total current assets		497,431		459,239
Property and equipment, net		747,714		753,902
Intangibles and other long term assets		144,961		144,947
Total Assets		1,390,106		1,358,088
Liabilities and Stockholders' Equity
Current liabilities		273,332		252,467
Long-term debt		250,071		250,087
Insurance and other long-term liabilities		190,441		190,745
Stockholders' Equity		676,262		664,789
Total Liabilites and Stockholders' Equity	$	1,390,106	$	1,358,088

USF Corporation
Condensed Consolidated Statements of Cash Flows
Unaudited (Dollars in Thousands)

	Quarter Ended
	April 3, 2004			April 5, 2003
Cash flows from operating activities:
Net income	$	7,116		$	2,766
Net loss from discontinued operations		--			7
Income from continuing operations after
cumulative effect of accounting change		7,116			2,773
Cumulative effect of accounting changes, net of tax		--			1,467
Depreciation of property and equipment		26,225			25,903
Other, net		(21,918	)		4,707
Net cash provided by operating activities		11,423			34,850
Cash flows from investing activities:
Acquisitions		--			(1,883	)
Capital expenditures		(21,445	)		(37,436	)
Proceeds from sale of property and equipment		2,197			1,991
Net cash used in investing activities		(19,248	)		(37,328	)
Net cash provided by (used in) financing
activities		4,364			(4,382	)
Net increase/(decrease) in cash		(3,461	)		(6,860	)
Cash at beginning of period		121,659			54,158
Cash at end of period	$	118,198		$	47,298

   USF CORPORATION
   Quarterly Operating Statistics

LTL Segment	2003								2004		% Chg
Reported Revenue and Fuel Surcharge	Q1		Q2		Q3		Q4		Q1		Y vs Y
Work Days		67.0		62.5		64.0		59.0		66.0
Reported Revenue (000)	$	488,863	$	472,517	$	486,449	$	450,884	$	519,697		6	.3%
Fuel Surcharge (000)		20,621		15,219		15,576		14,529		21,008		1	.9%
Revenue Excluding Fuel Surcharge (000)		468,242		457,298		470,873		436,355		498,689		6	.5%
Reported Revenue per Day (000)		7,296		7,560		7,601		7,642		7,874		7	.9%
Fuel Surcharge per Day (000)		308		244		243		246		318		3	.4%
Revenue Excluding Fuel Surcharge per Day (000)		6,989		7,317		7,357		7,396		7,556		8	.1%

LTL Segment	2003								2004		% Chg
Operating Statistics*	Q1		Q2		Q3		Q4		Q1		Y vs Y
Work Days		67.0		62.5		64.0		59.0		66.0
LTL Shipments
Billed Revenue (000)	$	466,633	$	448,128	$	461,740	$	424,881	$	489,855		5.0	%
Lbs (000)		4,140,046		3,966,767		4,044,449		3,767,800		4,388,674		6.0	%
Shipments		3,650,164		3,510,351		3,572,244		3,286,999		3,753,724		2.8	%
Billed Revenue per Day (000)	$	6,965	$	7,170	$	7,215	$	7,201	$	7,422		6.6	%
Lbs per Day (000)		61,792		63,468		63,195		63,861		66,495		7.6	%
Shipments per Day		54,480		56,166		55,816		55,712		56,875		4.4	%
Billed Revenue per Shipment	$	127.84	$	127.66	$	129.26	$	129.26	$	130.50		2.1	%
Lbs. Per Shipment		1,134		1,130		1,132		1,146		1,169		3.1	%
Billed Revenue per CWT	$	11.27	$	11.30	$	11.42	$	11.28	$	11.16		-1.0	%
Average Length of Haul		488		492		492		494		497		1.8	%
TL Shipments
Billed Revenue (000)	$	35,531	$	34,488	$	35,501	$	34,843	$	41,247		16.1	%
Lbs (000)		836,475		803,289		820,651		806,696		960,887		14.9	%
Shipments		56,293		53,511		54,589		53,240		64,262		14.2	%
Billed Revenue per Day (000)	$	530	$	552	$	555	$	591	$	625		17.8	%
Lbs per Day (000)		12,485		12,853		12,823		13,673		14,559		16.6	%
Shipments per Day		840		856		853		902		974		15.9	%
Billed Revenue per Shipment	$	631.18	$	644.50	$	650.33	$	654.45	$	641.86		1.7	%
Lbs. Per Shipment	$	14,859	$	15,012	$	15,033	$	15,152	$	14,953		0.6	%
Billed Revenue per CWT	$	4.25	$	4.29	$	4.33	$	4.32	$	4.29		1.1	%
Average Length of Haul		413		428		430		433		440		6.5	%
LTL Segment - Total
Billed Revenue (000)	$	502,164	$	482,616	$	497,241		459,724	$	531,102		5.8	%
Lbs (000)		4,976,621		4,770,056		4,865,100		4,574,496		5,349,561		7.5	%
Shipments		3,706,457		3,563,862		3,626,833		3,340,239		3,817,986		3.0	%
Billed Revenue per Day (000)	$	7,495	$	7,722	$	7,769	$	7,792	$	8,047		7.4	%
Lbs per Day (000)		74,278		76,321		76,017		77,534		81,054		9.1	%
Shipments per Day		55,320		57,022		56,669		56,614		57,848		4.6	%
Billed Revenue per Shipment	$	135.48	$	135.42	$	137.10	$	137.63	$	139.11		2.7	%
Lbs. Per Shipment	$	1,343	$	1,338	$	1,341	$	1,370	$	1,401		4.4	%
Billed Revenue per CWT	$	10.09	$	10.12	$	10.22	$	10.05	$	9.93		-1.6	%
Average Length of Haul		487		491		491		493		493		1.2	%

* These statistics are presented on an as-billed basis and not as presented in the financial statements. Differences between the operating statistics data and reported revenue in the financial statements result from, among other items, revenue recognition between accounting periods, adjustments for volume discounts that are not attributable to specific invoices and other adjustments to invoices that occur during later periods.