-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CtztEmkvqVOcSxT0Q4Ba8gc0uZmAnfFp6aJu7AyuhQvSlkmhz9IuI0K62pB4qJCM 7/uxHIOEDGe6+w11GML6fQ== 0000950124-03-002176.txt : 20030627 0000950124-03-002176.hdr.sgml : 20030627 20030627095406 ACCESSION NUMBER: 0000950124-03-002176 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF CORP CENTRAL INDEX KEY: 0000881791 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 363790696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19791 FILM NUMBER: 03759700 BUSINESS ADDRESS: STREET 1: 8550 W BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773.824-1000 MAIL ADDRESS: STREET 1: 8550 W. BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 FORMER COMPANY: FORMER CONFORMED NAME: USFREIGHTWAYS CORP DATE OF NAME CHANGE: 19970410 FORMER COMPANY: FORMER CONFORMED NAME: TNT FREIGHTWAYS CORP DATE OF NAME CHANGE: 19930328 11-K 1 c77963e11vk.txt ANNUAL REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION NUMBER 0-19791 FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW: USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: USF CORPORATION 8550 W. BRYN MAWR AVENUE, SUITE 700 CHICAGO, IL 60631 ================================================================================ USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 2002 REQUIRED INFORMATION FINANCIAL STATEMENTS AND SCHEDULE DECEMBER 31, 2002 AND 2001 The following financial statement, supplementary schedules and exhibits are filed as part of this Annual Report on Form 11-K of the USF Processors Employees' 401K Retirement Plan. TABLE OF CONTENTS 1. Report of Independent Public Accountants 2. Financial Statement -Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001 -Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2002 and 2001 3. Notes to Financial Statements and Schedules 4. Schedule Supporting Financial Statements: Schedule H, Line 4i--Schedule of Assets (Held at End of Year)-- December 31, 2002 5. Consent of Independent Auditors (Exhibit 23) All schedules, except as set forth above, are omitted as not applicable or not required, or the required information is included in the financial statements or notes thereto. The following documents, filed with the Securities and Exchange Commission, are incorporated by reference herein: Form S-8 Registration Statement No. 33-57634 filed January 28, 1993 and Prospectus dated January 28, 1993 covering 315,000 shares of Common Stock of USF Corporation pursuant to the USF Processors Employees' 401K Retirement Plan. SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee, which administers the USF Processors Employees' 401K Retirement Plan, has duly caused this Annual Report on Form 11-K to be signed on its behalf by the undersigned hereunto duly authorized. USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN By a Member of the Plan Committee administering the USF Processors Employees' 401K Retirement Plan /s/ Gerard M. Klaisle ------------------------------ Gerard M. Klaisle Date: June 26, 2003 INDEPENDENT AUDITORS' REPORT To the Plan Administrative Committee of the USF Processors Employees' 401K Retirement Plan: We have audited the accompanying statements of net assets available for benefits of USF Processors Employees' 401K Retirement Plan (the "Plan") as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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 of America. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted 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, 2002 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 schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in the audit of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Deloitte & Touche LLP June 3, 2003 USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2002 AND 2001 - --------------------------------------------------------------------------------
ASSETS 2002 2001 INVESTMENTS-AT FAIR VALUE (Note 3) $2,121,689 $2,338,844 RECEIVABLES: Participant contributions 18,036 Company contributions 4,116 ---------- ---------- Total receivables 22,152 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $2,121,689 $2,360,996 ========== ==========
See notes to financial statements. USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2002 - -------------------------------------------------------------------------------- CONTRIBUTIONS: Participants $ 428,994 Company 93,437 ----------- Total contributions 522,431 INVESTMENT INCOME (LOSS): Dividend and interest income 29,300 Net depreciation in fair value of investments (424,771) ----------- Total investment loss (395,471) DEDUCTIONS: Benefits paid to participants (366,267) ----------- Net change (239,307) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 2,360,996 ----------- End of year $ 2,121,689 ===========
See notes to financial statements. USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEAR ENDED DECEMBER 31, 2002 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of USF Processors Employees' 401K Retirement Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan provisions may be found in the Plan document. GENERAL--The Plan is a defined contribution plan sponsored by USF Processors, Inc. (formerly Processors Unlimited Company, Limited) (the "Company"), the sponsor of the Plan, under provisions of Section 401(a) of the Internal Revenue Code ("IRC"). The Plan covers substantially all employees of the Company who have at least one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). PLAN ADMINISTRATION--The Plan is administered by the Company. Plan assets were held by Fidelity Management Trust Company ("Fidelity") as Trustee for the years ended December 31, 2002 and 2001. ELIGIBILITY--Participants become eligible to enter the plan on the date the participant completes a qualifying year of service. CONTRIBUTIONS--Each year, participants may contribute up to 50 percent of their pretax annual compensation, as defined in the Plan. The Company may contribute a matching contribution at the discretion of the Company's board of directors. Contributions are subject to certain Internal Revenue Code limitations. INVESTMENT OPTIONS--Participants direct the investment of their account balances and contributions into various investment options offered by the Plan. The Plan currently offers eighteen mutual funds, one managed income portfolio, and a unitized stock fund consisting of cash and common stock of USF Corporation (of which the Company is a wholly owned subsidiary) as investment options for participants. VESTING--Participants are vested immediately in their contributions and the Company's contributions plus actual earnings thereon. PAYMENT OF BENEFITS--Upon termination of service due to death, disability, retirement, or financial hardship, the participant or their beneficiary is entitled to distribution of his or her account through an elected distribution method made by the participant in accordance with the Plan's provisions. PARTICIPANT ACCOUNTS--Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, the Company's matching contribution, if any, and allocations of Plan earnings, and charged with an allocation of Plan losses. 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 vested account. LOANS TO PARTICIPANTS--Subject to such rules and limitations as may be established from time to time, participants are allowed to borrow from employee deferral contributions, rollover accounts, or any after-tax deferrals in their account subject to a limit of the lesser of 50% of their vested account balance, or $50,000. The interest rate on loans is the prime rate reported in The Wall Street Journal in effect on the last day of the month preceding the loan request. Loan repayments are made by payroll deductions, generally over a period not to exceed five years at the election of the participant, with the exception of principal residence loans, which may be extended over a longer period. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION--The accompanying financial statements are prepared on the accrual basis of accounting. USE OF ESTIMATES--The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. VALUATION OF INVESTMENTS AND INCOME RECOGNITION--Cash equivalents are stated at cost, which approximates market value. The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. ADMINISTRATIVE EXPENSES-- The Company pays all administrative expenses of the Plan, except for administrative fees related to servicing participant loans and broker fees. The investment income of the trust is net of any investment advisory fees charged by the managers. BENEFIT PAYMENTS--Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of persons who elected to withdraw from the plan but were not yet paid at December 31, 2002 and 2001. 3. INVESTMENTS The Plan's investments are shown below. Investments that represent five percent or more of the Plan's net assets available for benefits as of December 31, 2002 and 2001 are marked with an asterisk:
2002 2001 Fidelity Magellan Fund $ 377,946 * $ 425,852 * Fidelity Equity Income Fund 118,316 * 118,591 * Fidelity Growth Company Fund 361,466 * 470,102 * Fidelity Intermediate Bond Fund 105,952 106,301 Fidelity Blue Chip Growth Fund 359,245 * 431,781 * Fidelity Asset Manager 73,963 57,509 Fidelity Diversified International Fund 1,301 104 Fidelity Freedom Income 19 Fidelity Freedom 2000 137 Fidelity Freedom 2010 2,587 Fidelity Freedom 2020 16,999 10,540 Fidelity Freedom 2030 9,775 4,586 Fidelity Freedom 2040 1,636 Fidelity Retirement Money Market Portfolio 474,850 * 500,095 * Fidelity Managed Income Portfolio 39,272 29,932 Fidelity Spartan U.S. Equity Index Fund 7,135 104 PIMCO Total Return Fund-Administrative Class 10,157 20,050 Franklin Small-Mid Cap Growth Fund 5,149 108 Neuberger Berman Genesis Fund-Trust Class 28,306 5,864 USF Corporation Unitized Stock Fund 67,832 63,406 Participant loans 59,646 93,919 ----------- ----------- Total $ 2,121,689 $ 2,338,844 =========== ===========
During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by: Mutual funds: Fidelity Magellan Fund $ (108,107) Fidelity Equity Income Fund (25,051) Fidelity Growth Company Fund (161,406) Fidelity Intermediate Bond Fund 4,448 Fidelity Blue Chip Growth Fund (114,794) Fidelity Asset Manager (7,468) Fidelity Diversified International Fund (91) Fidelity Freedom Income (0) Fidelity Freedom 2000 (3) Fidelity Freedom 2010 (112) Fidelity Freedom 2020 (2,000) Fidelity Freedom 2030 (1,293) Fidelity Freedom 2040 (117) Fidelity Retirement Money Market Portfolio Fidelity Managed Income Portfolio Fidelity Spartan U.S. Equity Index Fund (1,397) PIMCO Total Return Fund-Administrative Class 80 Franklin Small-Mid Cap Growth Fund (962) Neuberger Berman Genesis Fund-Trust Class (1,264) Stock: USF Corporation Unitized Stock Fund (5,234) ---------- Total $ (424,771) ==========
4. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 5. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Certain Plan investments are shares of the common stock of USF Corporation. USF Corporation is the parent company of the Plan Sponsor, USF Processors, Inc. and, therefore, these transactions qualify as party-in-interest transactions. Certain Plan investments are loans to employees of the Plan Sponsor, USF Processors, Inc., and, therefore, these transactions qualify as party-in-interest transactions. William N. Weaver, one of USF Corporation's directors, is a member of the law firm of Sachnoff & Weaver, Ltd. an Illinois professional corporation. Sachnoff & Weaver has acted and continues to act as outside counsel to USF Corporation, the parent company of the Plan Sponsor, USF Processors Inc regarding certain matters related to the Plan. USF Corporation, as the parent company of the Plan Sponsor, USF Processors Inc., believes that the legal fees billed to it regarding the Plan for such services were at market rates. 6. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated June 6, 2003, that the Plan and related trust were designed in accordance with applicable regulations of the Internal Revenue Code. The Company and the plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code and the Plan and related Trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements. ****** USF PROCESSORS EMPLOYEES' 401K RETIREMENT PLAN FORM 5500, SCHEDULE H, PART IV, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2002 - --------------------------------------------------------------------------------
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT, INCLUDING CURRENT OR SIMILAR PARTY MATURITY DATE, RATE OF INTEREST VALUE * Fidelity Management Trust Company Fidelity Magellan Fund $ 377,946 * Fidelity Management Trust Company Fidelity Equity Income Fund 118,316 * Fidelity Management Trust Company Fidelity Growth Company Fund 361,466 * Fidelity Management Trust Company Fidelity Intermediate Bond Fund 105,952 * Fidelity Management Trust Company Fidelity Blue Chip Growth Fund 359,245 * Fidelity Management Trust Company Fidelity Asset Manager 73,963 * Fidelity Management Trust Company Fidelity Diversified International Fund 1,301 * Fidelity Management Trust Company Fidelity Freedom Income 19 * Fidelity Management Trust Company Fidelity Freedom 2000 137 * Fidelity Management Trust Company Fidelity Freedom 2010 2,587 * Fidelity Management Trust Company Fidelity Freedom 2020 16,999 * Fidelity Management Trust Company Fidelity Freedom 2030 9,775 * Fidelity Management Trust Company Fidelity Freedom 2040 474,850 * Fidelity Management Trust Company Fidelity Retirement Money Market Portfolio 39,272 * Fidelity Management Trust Company Fidelity Managed Income Portfolio 7,135 * Fidelity Management Trust Company Fidelity Spartan U.S. Equity Index Fund 10,157 * Fidelity Management Trust Company PIMCO Total Return Fund-Administrative Class 5,149 * Fidelity Management Trust Company Franklin Small-Mid Cap Growth Fund 28,306 * Fidelity Management Trust Company Neuberger Berman Genesis Fund-Trust Class 67,832 * USF Corporation USF Corporation Unitized Common Stock Fund 1,636 * Participant loans Participant loans (maturing 2003 to 2007 at interest rates of 4.25% - 8.00) 59,646 ----------- $ 2,062,043 ===========
* Permitted party in interest. EXHIBIT INDEX Exhibit Number 23 Consent of Deloitte & Touche LLP 99 Certification Pursuant to 18 U.S.C. Section 1350 furnished as an exhibit to this Annual Report. EX-23 3 c77963exv23.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-57634 of USF Corporation on Form S-8 of our report dated June 3, 2003, appearing in this Annual Report on Form 11-K of USF Processors Employees' 401K Retirement Plan for the year ended December 31, 2002. /s/ Deloitte & Touche LLP - -------------------------------- Deloitte & Touche LLP Chicago, Illinois June 25, 2003 EX-99 4 c77963exv99.txt CERTIFICATION EXHIBIT 99 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350(a) In connection with the accompanying Annual Report of the USF Processors Employees' 401K Retirement Plan (the Plan) on Form 11-K for the period ended December 31, 2002, as filed with the Securities and Exchange Commission (the SEC), I, Christopher L. Ellis, a member of the Plan Committee administering the Plan hereby certify pursuant to 18 U.S.C. Section 1350(a), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: (1) such Annual Report on Form 11-K for the year ended December 31, 2002, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in such Annual Report on Form 11-K for the year ended December 31, 2002, fairly presents, in all material respects, the financial condition and results of operations of the Plan. A signed original of this written statement has been provided to the Plan and USF Corporation, the issuer, and will be retained and furnished to the SEC or its staff upon request. /s/ Christopher L. Ellis --------------------------------- Christopher L. Ellis Member of the Plan Committee administering the USF Processors Employees' 401K Retirement Plan Date: June 26, 2003 -----END PRIVACY-ENHANCED MESSAGE-----