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: July 23, 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 July 23, 2004.
	Exhibits (furnished pursuant to Item 12)
Item 12.	Disclosure of Results of Operations and Financial Condition
	On July 23, 2004, USF Corporation (the “Company”) reported its results for the Second Quarter of 2004 ending July 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: July 23, 2004

EX-99.77Q1

FOR IMMEDIATE RELEASE
USF CORPORATION REPORTS SECOND QUARTER RESULTS
Strong Freight Demand Continues

(Chicago – July 23, 2004) USF Corporation (NASDAQ:USFC) today reported a $2.0 million loss from continuing operations, or ($.07) per diluted share, for the second quarter ended July 3, 2004. This compares to income from continuing operations of $8.1 million, or $.30 diluted earnings per share for the prior year period.

The loss for the second quarter of 2004 includes Red Star pre-tax operating losses and shut-down costs of $21.4 million ($13.6 million after-tax) and a $6.0 million charge ($3.8 million after-tax) for the write-down of an information technology project. Included in the 2003 second quarter results was a pre-tax charge of $2.1 million ($1.2 million after-tax) related to retirement costs for the Company’s former CEO. Revenue for the second quarter of 2004 was $612 million, compared to $567 million in the prior year period. There were 63.5 working days in the second quarter of 2004 compared to 62.5 working days in the second quarter of 2003. Revenue per working day increased 6.2% from last year’s second quarter.

Income from continuing operations, excluding the effects of Red Star and the information technology write-down, for the second quarter was $16.0 million, or $.58 earnings per diluted share, compared to $10.8 million, or $.40 earnings per diluted share for the second quarter of 2003 excluding non-comparable items. This represents an increase of 48.0% and 45.0%, respectively, from the prior year period.

For the six months ended July 3, 2004, reported net income was $5.1 million, or $.18 earnings per diluted share versus $10.8 million, or $.40 earnings per diluted share in 2003. Revenue for the six months was $1,228.6 million compared to $1,160.8 million in 2003.

Condensed Consolidated Statements of Operations are reflected in Table I. Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows are reflected in Table II. Reconciliation of Non-GAAP Financial Measures are reflected in Table III. Quarterly Operating Statistics are reflected in Table IV.

Richard P. DiStasio, President and Chief Executive Officer of USF Corporation commented, “There were two significant events during the second quarter. On May 23^rd, we announced the closure of our Red Star operations. Subsequently, we determined that the best way to serve our customers in the Northeast is to expand the USF Holland brand. Therefore, on June 23^rd, we announced the expansion of our Holland operations into the Northeast. We expect to have eight terminals fully operational by early September. Notwithstanding these two significant events, our second quarter, excluding the Red Star effect was very strong,” said DiStasio.

“For the second consecutive quarter, our inter-regional LTL product, PremierPlus^®, recorded strong revenue growth during the quarter with an increase of 16% from the prior year’s second quarter. Our business process initiatives, known as Team One, have been helping to improve operational excellence and revenue growth across our entire Company,” said DiStasio.

Less-Than-Truckload (LTL)

Second quarter revenue for the LTL segment was $518 million, versus $472 million, for the same period last year. This represents an increase of 9.7%. Operating income for the LTL segment was $15.8 million, versus $25.3 million for the prior year quarter, a decrease of 38%. This decrease in operating income is primarily due to the Red Star pre-tax operating losses and shut-down costs of $21.4 million, offset by an operating income improvement at the other LTL companies. The LTL segment’s Operating Ratio (OR), excluding Red Star, improved 100 basis points to 92.4 from 93.4, led by improvement at USF Holland.

LTL shipments increased 3.7% over the second quarter of 2003 and LTL tonnage increased 8.2% during the same period. These numbers were negatively impacted by the Red Star closure in May of 2004. LTL revenue per shipment increased 3.9% from $127.66 to $132.57, including fuel surcharges. On a year over year basis, LTL revenue per hundredweight decreased by 0.5%, from $11.30 to $11.24. Average weight per LTL shipment increased 4.4% to 1,179 pounds in the second quarter of 2004 versus 1,130 pounds in the second quarter of 2003. Average length of haul for the LTL segment was 508 miles versus 492 miles in the second quarter of 2003.

Truckload (TL)

USF Glen Moore recorded an operating profit of $0.6 million versus $1.0 million in the year ago quarter. Glen Moore’s OR increased to 98.1% from the 2003 second quarter OR of 96.9%. Revenue for the quarter was up 4% to $32.5 million from $31.2 million in the second quarter of 2003. Glen Moore’s performance for the quarter was negatively impacted by higher fuel and self-insurance costs as well as driver shortages. On June 17, 2004, the Company announced the appointment of Matthew J. Stoll as President of USF Glen Moore.

Logistics

USF Logistics recorded an operating profit of $1.8 million for the second quarter of 2004, versus $1.8 million for the second quarter 2003. Revenue for the Logistics segment was $64.5 million versus $65.7 million for the prior year’s quarter.

Corporate and Other

Corporate and Other expenses were at $16.0 million for the second quarter of 2004. Corporate and Other expenses include the write-down of an information technology project of $6.0 million and the write-off of $0.8 million in Red Star intangible assets. Excluding these two items, Corporate and Other expense decreased 2% from the first quarter of 2004 to $9.2 million.

Red Star Pension Liability

As a result of the shut-down of Red Star, the Company may be subject to withdrawal payments for up to 13 multi-employer pension plans. The Company is in the early stages of gathering information from each of the plans. Therefore, the Company is unable to estimate its ultimate withdrawal liability at this time, and as a result, the amount of the liability may be materially higher or lower than the $35 million estimate stated in the May 23^rd conference call.

EPS Guidance

The Company believes that due to the success of its business process initiatives and based on its continued strong performance in 2004, the Company’s EPS guidance for the full year, excluding the effects of Red Star, both current and on-going and the information technology write-down, remains at $1.95 to $2.15.

CONFERENCE CALL

A conference call will be held at 7:30 am CDT, 8:30 am EDT, on Friday, July 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 4866160 after 10:30 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. 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

Table I

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

	Quarter Ended						Six Months Ended
	July 3, 2004			July 5, 2003			July 3, 2004			July 5, 2003
Revenue:
LTL Trucking	$	518,191		$	472,472		$	1,037,888		$	961,335
TL Trucking		32,479			31,244			66,753			62,994
Logistics		64,535			65,738			130,972			141,413
Intercompany eliminations		(3,345	)		(2,369	)		(6,986	)		(4,955	)
Total revenue from operations		611,860			567,085			1,228,627			1,160,787
Income:
LTL Trucking		15,755			25,300			39,793			42,112
TL Trucking		607			962			1,419			1,485
Logistics		1,827			1,785			3,457			2,338
Corporate and other		(15,971	)		(8,682	)		(25,363	)		(13,918	)
Total income from operations		2,218			19,365			19,306			32,017
Non-operating income/(expenses)
Interest expense		(5,217	)		(5,191	)		(10,426	)		(10,483	)
Interest income		640			207			1,211			418
Other, net		(563	)		(171	)		(953	)		(426	)
Net non-operating expenses		(5,140	)		(5,155	)		(10,168	)		(10,491	)
Income/(loss) from continuing operations before income
taxes and cumulative effect of accounting change		(2,922	)		14,210			9,138			21,526
Income tax benefit/(expense)		905			(6,096	)		(4,039	)		(9,172	)
Income/(loss) from continuing operations before
cumulative
effect of accounting change		(2,017	)		8,114			5,099			12,354
(Loss) from discontinued operations,
net of tax benefits of $29 and $34, respectively		--			(38	)		--			(45	)
Income/(loss) before cumulative effect of
accounting change		(2,017	)		8,076			5,099			12,309
Cumulative effect of change in accounting
for revenue recognition, net of tax benefit of
$ 1,064		--			--			--			(1,467	)
Net income/(loss)	$	(2,017	)	$	8,076		$	5,099		$	10,842

Income/(loss) per share from
continuing operations -Basic	$	(0.07)	$	0.30	$	0.18	$	0.46
-Diluted		(0.07)		0.30		0.18		0.45
Loss per share - cumulative effect of accounting change
- Basic	$	-	$	-	$	-	$	(0.05)
- Diluted		-		-		-		(0.05)
Net income/(loss) per share - Basic	$	(0.07)	$	0.30	$	0.18		0.40
Net income/(loss) per share - Diluted		(0.07)		0.30		0.18		0.40
Average shares outstanding - Basic		27,730,313		27,105,724		27,651,383		27,054,311
Average shares outstanding - Diluted		27,730,313		27,235,970		27,824,419		27,167,674

Table II

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

	As of
	July 3,   2004		December 31,     2003
Assets
Current assets:
Cash	$	143,963	$	121,659
Accounts receivable, net		302,294		271,849
Other current assets		66,221		65,731
Total current assets		512,478		459,239
Property and equipment, net		747,648		753,902
Intangibles and other long term assets		145,647		144,947
Total Assets		1,405,773		1,358,088
Liabilities and Stockholders' Equity
Current liabilities		286,819		252,467
Long-term debt		250,055		250,087
Insurance and other long-term liabilities		194,944		190,745
Stockholders' Equity		673,955		664,789
Total Liabilities and Stockholders' Equity	$	1,405,773	$	1,358,088

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

	Six Months Ended
	July 3, 2004			July 5, 2003
Cash flows from operating activities:
Net income	$	5,099		$	10,842
Net loss from discontinued operations		--			45
Income from continuing operations after
cumulative effect of accounting change		5,099			10,887
Cumulative effect of accounting change, net of tax		--			1,467
Depreciation of property and equipment		51,972			51,139
Other, net		15,202			14,152
Net cash provided by operating activities		72,273			77,645
Cash flows from investing activities:
Acquisitions		--			(4,883	)
Mexico loan		(2,943	)
Capital expenditures		(57,524	)		(69,409	)
Proceeds from sale of property and equipment		6,717			5,912
Net cash used in investing activities		(53,750	)		(68,380	)
Net cash provided by (used in) financing activities		3,781			(5,972	)
Net increase in cash		22,304			3,293
Cash at beginning of period		121,659			54,158
Cash at end of period	$	143,963		$	57,451

Table III

USF Corporation
Reconciliation of Non-GAAP Financial Measures
Unaudited (Dollars in Thousands, Except Per-Share Amounts)

	Quarter Ended July 3, 2004									Quarter Ended July 5, 2003
	Pre-tax			After-tax			EPS			Pre-tax		After-tax		EPS
Income/(loss) from continuing operations before cumulative effect of accounting change - Per GAAP	$	(2,922	)	$	(2,017	)	$	(0.07	)	$	14,210	$	8,114	$	0.30
Non-comparable items:
Red Star operating losses and shutdown costs		21,359			13,627			0.49			2,079		1,187		0.04
Write-off/amortization expense of Red Star intangible assets		944			602			0.02			575		328		0.01
Information technology write-down		5,980			3,815			0.14			--		--		--
Retirement costs for former CEO		--			--			--			2,100		1,199		0.04
Receivables write-off related to Logistics' customer		--			--			--			--		--		--
Total non-comparable items		28,283			18,044			0.65			4,754		2,714		0.10
Income from continuing operations excluding non-comparable items and cumulative effect of accounting change	$	25,361		$	16,027		$	0.58		$	18,964	$	10,828	$	0.40
Average shares outstanding - Diluted								27,730							27,236

	Six Months Ended July 3, 2004						Six Months Ended July 5, 2003
	Pre-tax		After-tax		EPS		Pre-tax		After-tax		EPS
Income from continuing operations before cumulative effect of accounting change - Per GAAP	$	9,138	$	5,099	$	0.18	$	21,526	$	12,354	$	0.45
Non-comparable items:
Red Star operating losses and shutdown costs		23,593		15,052		0.54		7,373		4,232		0.16
Write-off/amortization expense of Red Star intangible assets		1,903		1,214		0.04		834		479		0.02
Information technology write-down		5,980		3,815		0.14		--		--
Retirement costs for former CEO		--		--		--		2,100		1,205		0.04
Receivables write-off related to Logistics' customer		--		--		--		2,000		1,148		0.04
Total non-comparable items		31,476		20,081		0.72		12,307		7,064		0.26
Income from continuing operations excluding non-comparable items and cumulative effect of accounting change	$	40,614	$	25,180	$	0.90	$	33,833	$	19,418	$	0.71
Average shares outstanding - Diluted						27,824						27,168

The exclusion of non-comparable items provide a better presentation of the results of ongoing operations of the company.

Table IV

USF CORPORATION
Quarterly Operating Statistics

LTL Segment	2003				2004								% Chg
Reported Revenue and Fuel Surcharge	Q1		Q2		Q3		Q4		Q1		Q2		Y vs Y
Work Days		67.0		62.5		64.0		59.0		66.0		63.5
Reported Revenue (000)	$	488,863	$	472,517	$	486,449	$	450,884	$	519,697	$	518,191		9.7	%
Fuel Surcharge (000)		20,621		15,219		15,576		14,529		21,008		27,202		78.7	%
Revenue Excluding Fuel Surcharge (000)		468,242		457,298		470,873		436,355		498,689		490,989		7.4	%
Reported Revenue per Day (000)		7,296		7,560		7,601		7,642		7,874		8,160		7.9	%
Fuel Surcharge per Day (000)		308		244		243		246		318		428		75.9	%
Revenue Excluding Fuel Surcharge per
Day (000)		6,989		7,317		7,357		7,396		7,556		7,732		5.7	%

LTL Segment	2003				2004								% Chg
Operating Statistics *	Q1		Q2		Q3		Q4		Q1		Q2		Y vs Y
Work Days		67.0		62.5		64.0		59.0		66.0		63.5
LTL Shipments
Billed Revenue (000)	$	466,633	$	448,128	$	461,740	$	424,881	$	489,855	$	482,631		7.7	%
Lbs (000)		4,140,046		3,966,767		4,044,449		3,767,800		4,388,674		4,293,153		8.2	%
Shipments		3,650,164		3,510,351		3,572,244		3,286,999		3,753,724		3,640,456		3.7	%
Billed Revenue per Day (000)	$	6,965	$	7,170	$	7,215	$	7,201	$	7,422	$	7,600		6.0	%
Lbs per Day (000)		61,792		63,468		63,195		63,861		66,495		67,609		6.5	%
Shipments per Day		54,480		56,166		55,816		55,712		56,875		57,330		2.1	%
Billed Revenue per Shipment	$	127.84	$	127.66	$	129.26	$	129.26	$	130.50	$	132.57		3.9	%
Lbs. Per Shipment		1,134		1,130		1,132		1,146		1,169		1,179		4.4	%
Billed Revenue per CWT	$	11.27	$	11.30	$	11.42	$	11.28	$	11.16	$	11.24		-0.5	%
Average Length of Haul		488		492		492		494		497		508		3.3	%
TL Shipments
Billed Revenue (000)	$	35,531	$	34,488	$	35,501	$	34,843	$	41,247	$	43,200		25.3	%
Lbs (000)		836,475		803,289		820,651		806,696		960,887		993,421		23.7	%
Shipments		56,293		53,511		54,589		53,240		64,262		66,145		23.6	%
Billed Revenue per Day (000)	$	530	$	552	$	555	$	591	$	625	$	680		23.3	%
Lbs per Day (000)		12,485		12,853		12,823		13,673		14,559		15,644		21.7	%
Shipments per Day		840		856		853		902		974		1,042		21.7	%
Billed Revenue per Shipment	$	631.18	$	644.50	$	650.33	$	654.45	$	641.86	$	653.11		1.3	%
Lbs. Per Shipment		14,859		15,012		15,033		15,152		14,953		15,019		0.0	%
Billed Revenue per CWT	$	4.25	$	4.29	$	4.33	$	4.32	$	4.29	$	4.35		1.3	%
Average Length of Haul		413		428		430		433		440		446		4.2	%
LTL Segment - Total
Billed Revenue (000)	$	502,164	$	482,616	$	497,241	$	459,724	$	531,102	$	525,831		9.0	%
Lbs (000)		4,976,521		4,770,056		4,865,100		4,574,496		5,349,561		5,286,574		10.8	%
Shipments		3,706,457		3,563,862		3,626,833		3,340,239		3,817,986		3,706,601		4.0	%
Billed Revenue per Day (000)	$	7,495	$	7,722	$	7,769	$	7,792	$	8,047	$	8,281		7.2	%
Lbs per Day (000)		74,276		76,321		76,017		77,534		81,054		83,253		9.1	%
Shipments per Day		55,320		57,022		56,669		56,614		57,848		58,372		2.4	%
Billed Revenue per Shipment	$	135.48	$	135.42	$	137.10	$	137.63	$	139.11	$	141.86		4.8	%
Lbs. Per Shipment		1,343		1,338		1,341		1,370		1,401		1,426		6.6	%
Billed Revenue per CWT	$	10.09	$	10.12	$	10.22	$	10.05	$	9.93	$	9.95		-1.7	%
Average Length of Haul		487		491		491		493		493		507		3.3	%

* 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.