8-K

UNITED STATES
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: October 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		(IRS Employer Identification
incorporation or organization)	(Commission File No.)	Number)
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)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
Press Release

Item 2.02. Results of Operations and Financial Condition

On October 22, 2004, USF Corporation (the “Company”) reported its results for the Third Quarter of 2004 ending October 2, 2004. The Company issued a press release, the text of which is set forth in Exhibit 99.1 hereto. Pursuant to General Instructions B.2 of Form 8-K, this information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits:

Exhibit No.		Description
	99.1	News Release, dated October 22, 2004*
		*Filed herewith

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
Date: October 21, 2004		Executive Vice President & Chief Financial Officer (Principal Financial Officer)

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

USF CORPORATION REPORTS THIRD QUARTER RESULTS
Re-enters Northeast through USF Holland

(Chicago – October 22, 2004) USF Corporation (NASDAQ:USFC) today announced results for the third quarter ended October 2, 2004.

The company reported income from continuing operations of $12.1 million, or $.43 per diluted share, for the third quarter ended October 2, 2004. This compares to income from continuing operations of $13.1 million, or $.48 diluted earnings per share, for the prior year period.

On May 23rd, 2004, the company announced the closure of its USF Red Star operations which served the Northeast portion of the United States. USF Red Star incurred shutdown costs and operating losses during the current third quarter of $7.8 million, or ($.18) per diluted share.

For the nine months ended October 2, 2004, reported net income was $17.2 million, or $.62 earnings per diluted share, versus $23.8 million, or $.87 earnings per diluted share, in 2003.

Revenue for the third quarter of 2004 was $582 million, compared to $585 million in the prior year period. Red Star revenue for the third quarter of 2003 was $58 million. There were 63 working days in the third quarter of 2004 compared to 64 working days in the third quarter of 2003. Revenue for the nine months was $1,811 million compared to $1,745 million in 2003. Red Star revenue for the nine months ended October 4, 2004 was $87 million as compared to $176 million for 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. Statements of Significant Items 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, “During the third quarter, USF participated in a continued strong freight environment. The Northeast market was re-established as part of USF’s national LTL service area. USF Holland expanded their brand into the Northeast providing our customers with high-quality service. During the quarter, we continued to focus on improving operating efficiencies throughout the organization. We remain committed to the roadmap that we established when we publicly communicated our strategic plan. We are still within the first year of a five year plan and we are laying the groundwork which will help us achieve our stated goals.” said DiStasio.

Less-Than-Truckload (LTL)

The comparison of third quarter 2004 versus third quarter 2003 operating statistics is negatively impacted by the closure of Red Star.

Third quarter revenue for the LTL segment was $484 million, versus $486 million for the same period last year. Operating income for the third quarter for the LTL segment was $30.3 million, the same as the prior year. Included in operating income were Red Star operating losses of $7.8 million and $1.0 million in the 2004 and 2003 third quarters respectively.

LTL shipments decreased 7.4% over the third quarter of 2003 and LTL tonnage decreased 2.2% during the same period. LTL revenue per shipment increased 5.6% from $129.26 to $136.54, including fuel surcharges. On a year over year basis, LTL revenue per hundredweight remained at $11.42.

Average weight per LTL shipment increased 5.6% to 1,196 pounds in the third quarter of 2004 versus 1,132 pounds in the third quarter of 2003. Average length of haul for the LTL segment was 513 miles in the third quarter of 2004 versus 492 miles in the third quarter of 2003. The increase in length of haul was due to growth in our PremierPlus® business.

Truckload (TL)

USF Glen Moore recorded revenue for the quarter of $33.6 million compared to $33.7 million in the third quarter of 2003. Operating profit for the third quarter of 2004 was $0.8 million versus $1.8 million in the year ago quarter. Although USF Glen Moore’s performance for the quarter was negatively impacted by higher fuel costs, revenue per loaded mile (excluding fuel surcharge) increased by 7.7 % from the prior year’s third quarter, and open truck percentage decreased to 6.8% in September from 12.9% in June of this year.

Logistics

USF Logistics revenue during the quarter was flat at $67.0 million versus $67.7 million for the prior year’s quarter. USF Logistics recorded operating profit of $2.3 million for the third quarter of 2004, versus $2.9 million for the third quarter of 2003. Management’s recent focus on developing a solutions-based business development effort is beginning to pay dividends with several new contracts being awarded during the third quarter. As we look ahead to 2005, USF Logistics is establishing a strong pipeline of demand for their services and solutions.

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, October 22nd, 2004, 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 5249568 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						Nine Months Ended
	October 2,			October 4,			October 2,			October 4,
	2004			2003			2004			2003
Revenue:
LTL Trucking	$	484,170		$	486,449		$	1,522,058		$	1,447,784
TL Trucking		33,637			33,669			100,390			96,663
Logistics		67,017			67,734			197,989			209,147
Intercompany eliminations		(2,745	)		(3,147	)		(9,731	)		(8,102	)
Total revenue from operations		582,079			584,705			1,810,706			1,745,492
Income:
LTL Trucking		30,338			30,313			70,131			72,425
TL Trucking		826			1,776			2,245			3,261
Logistics		2,307			2,927			5,764			5,265
Corporate and other		(7,733	)		(6,630	)		(33,096	)		(20,548	)
Total income from operations		25,738			28,386			45,044			60,403
Non-operating income/(expenses)
Interest expense		(5,241	)		(5,175	)		(15,667	)		(15,658	)
Interest income		959			221			2,170			639
Other, net		(412	)		(506	)		(1,365	)		(932	)
Net non-operating (expenses)		(4,694	)		(5,460	)		(14,862	)		(15,951	)
Income/(loss) from continuing operations before income taxes and cumulative effect of accounting change		21,044			22,926			30,182			44,452
Income tax (expense)		(8,976	)		(9,835	)		(13,015	)		(19,007	)
Income from continuing operations before cumulative effect of accounting change		12,068			13,091			17,167			25,445
(Loss) from discontinued operations, net of tax benefits of $96 and $130, respectively		—			(130	)		—			(175	)
Income before cumulative effect of accounting change		12,068			12,961			17,167			25,270
Cumulative effect of change in accounting for revenue recognition, net of tax benefit of $1,064		—			—			—			(1,467	)
Net income	$	12,068		$	12,961		$	17,167		$	23,803
Income per share from continuing operations — Basic	$	0.43		$	0.48		$	0.62		$	0.94
— Diluted		0.43			0.48			0.62			0.93
(Loss) per share from discontinued operations
— Basic	$	—		$	(0.01	)	$	—		$	(0.01	)
— Diluted		—			(0.01	)		—			(0.01	)
(Loss) per share — cumulative effect of accounting change
— Basic	$	—		$	—		$	—		$	(0.05	)
— Diluted		—			—			—			(0.05	)
Net income per share — Basic	$	0.43		$	0.47		$	0.62		$	0.88
Net income per share — Diluted		0.43			0.47			0.62			0.87
Average shares outstanding — Basic		27,862,646			27,300,493			27,721,038			27,135,187
Average shares outstanding — Diluted		28,059,373			27,444,809			27,904,170			27,260,348

Table II

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

	As of
	October 2,		December 31,
	2004		2003
Assets
Current assets:
Cash	$	134,321	$	121,659
Accounts receivable, net		307,394		271,849
Other current assets		64,624		65,731
Total current assets		506,339		459,239
Property and equipment, net		772,172		753,902
Intangibles and other long term assets		145,471		144,947
Total Assets		1,423,982		1,358,088
Liabilities and Stockholders’ Equity
Current liabilities		286,447		252,467
Long-term debt		250,039		250,087
Insurance and other long-term liabilities		198,833		190,745
Stockholders’ Equity		688,663		664,789
Total Liabilities and Stockholders’ Equity	$	1,423,982	$	1,358,088

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

	Nine Months Ended
	October 2,			October 4,
	2004			2003
Cash flows from operating activities:
Net income	$	17,167		$	25,445
Net loss from discontinued operations		—			175
Income from continuing operations after cumulative effect of accounting change		17,167			25,620
Cumulative effect of accounting change, net of tax		—			1,467
Depreciation of property and equipment		77,913			76,658
Other, net		13,296			24,465
Net cash provided by operating activities		108,376			128,210
Cash flows from investing activities:
Acquisitions		—			(4,883	)
Mexico loan		(2,943	)		—
Capital expenditures		(112,707	)		(98,929	)
Proceeds from sale of property and equipment		13,458			8,925
Net cash (used in) investing activities		(102,192	)		(94,887	)
Net cash provided by (used in) financing activities		6,478			(4,096	)
Net increase in cash		12,662			29,227
Cash at beginning of period		121,659			54,158
Cash at end of period	$	134,321		$	83,385

Table III

In order to provide a better understanding of our financial performance, the following table presents the significant items that impacted our consolidated financial results for the periods shown:

USF Corporation
Statement of Significant Items
Unaudited (Dollars in Thousands, Except Diluted Per-Share Amounts)

	Quarter Ended October 2, 2004						Quarter Ended October 4, 2003
	Pre-tax		After-tax		EPS		Pre-tax		After-tax		EPS
Significant items:
Red Star operating losses and shutdown costs		7,789		4,969		0.18		1,017		581		0.02
Write-off/amortization expense of Red Star intangible assets		—		—		—		647		369		0.01
Information technology write-down		—		—		—		—		—		—
Retirement costs for former CEO		—		—		—		—		—		—
Receivables write-off related to Logistics’ customer		—		—		—		—		—		—

	Nine Months Ended October 2, 2004						Nine Months Ended October 4, 2003
	Pre-tax		After-tax		EPS		Pre-tax		After-tax		EPS
Significant items:
Red Star operating losses and shutdown costs		31,382		20,022		0.71		8,390		4,803		0.18
Write-off/amortization expense of Red Star intangible assets		1,903		1,214		0.04		1,481		848		0.03
Information technology write-down		5,980		3,815		0.14		—		—		—
Retirement costs for former CEO		—		—		—		2,100		1,202		0.04
Receivables write-off related to Logistics’ customer		—		—		—		2,000		1,145		0.04

Table IV

USF CORPORATION
Quarterly Operating Statistics

LTL Segment	2003								2004						% Chg
Reported Revenue and Fuel Surcharge	Q1		Q2		Q3		Q4		Q1		Q2		Q3		Y vs Y
Work Days		67.0		62.5		64.0		59.0		66.0		63.5		63.0
Reported Revenue (000)	$	488,863	$	472,517	$	486,449	$	450,884	$	519,697	$	518,191	$	484,170		-0.5	%
Fuel Surcharge (000)		20,621		15,219		15,576		14,529		21,008		27,202		29,954		92.3	%
Revenue Excluding Fuel Surcharge (000)		468,242		457,298		470,873		436,355		498,689		490,989		454,216		-3.5	%
Reported Revenue per Day (000)		7,296		7,560		7,601		7,642		7,874		8,160		7,685		1.1	%
Fuel Surcharge per Day (000)		308		244		243		246		318		428		475		95.4	%
Revenue Excluding Fuel Surcharge per Day (000)		6,989		7,317		7,357		7,396		7,556		7,732		7,210		-2.0	%

LTL Segment	2003								2004						% Chg
Operating Statistics *	Q1		Q2		Q3		Q4		Q1		Q2		Q3		Y vs Y
Work Days		67.0		62.5		64.0		59.0		66.0		63.5		63.0
LTL Shipments
Billed Revenue (000)	$	466,633	$	448,128	$	461,740	$	424,881	$	489,855	$	482,631	$	451,807		-2.2	%
Lbs (000)		4,140,046		3,966,767		4,044,449		3,767,800		4,388,674		4,293,153		3,956,717		-2.2	%
Shipments		3,650,164		3,510,351		3,572,244		3,286,999		3,753,724		3,640,456		3,308,854		-7.4	%
Billed Revenue per Day (000)	$	6,965	$	7,170	$	7,215	$	7,201	$	7,422	$	7,600	$	7,172		-0.6	%
Lbs per Day (000)		61,792		63,468		63,195		63,861		66,495		67,609		62,805		-0.6	%
Shipments per Day		54,480		56,166		55,816		55,712		56,875		57,330		52,521		-5.9	%
Billed Revenue per Shipment	$	127.84	$	127.66	$	129.26	$	129.26	$	130.50	$	132.57	$	136.54		5.6	%
Lbs. Per Shipment		1,134		1,130		1,132		1,146		1,169		1,179		1,196		5.6	%
Billed Revenue per CWT	$	11.27	$	11.30	$	11.42	$	11.28	$	11.16	$	11.24	$	11.42		0.0	%
Average Length of Haul		488		492		492		494		497		508		513		4.3	%
TL Shipments
Billed Revenue (000)	$	35,531	$	34,488	$	35,501	$	34,843	$	41,247	$	43,200	$	42,351		19.3	%
Lbs (000)		836,475		803,289		820,651		806,696		960,887		993,421		955,178		16.4	%
Shipments		56,293		53,511		54,589		53,240		64,262		66,145		63,385		16.1	%
Billed Revenue per Day (000)	$	530	$	552	$	555	$	591	$	625	$	680	$	672		21.2	%
Lbs per Day (000)		12,485		12,853		12,823		13,673		14,559		15,644		15,162		18.2	%
Shipments per Day		840		856		853		902		974		1,042		1,006		18.0	%
Billed Revenue per Shipment	$	631.18	$	644.50	$	650.33	$	654.45	$	641.86	$	653.11	$	668.15		2.7	%
Lbs. Per Shipment		14,859		15,012		15,033		15,152		14,953		15,019		15,069		0.2	%
Billed Revenue per CWT	$	4.25	$	4.29	$	4.33	$	4.32	$	4.29	$	4.35	$	4.43		2.5	%
Average Length of Haul		413		428		430		433		440		446		449		4.4	%
LTL Segment — Total
Billed Revenue (000)	$	502,164	$	482,616	$	497,241	$	459,724	$	531,102	$	525,831	$	494,158		-0.6	%
Lbs (000)		4,976,521		4,770,056		4,865,100		4,574,496		5,349,561		5,286,574		4,911,895		1.0	%
Shipments		3,706,457		3,563,862		3,626,833		3,340,239		3,817,986		3,706,601		3,372,239		-7.0	%
Billed Revenue per Day (000)	$	7,495	$	7,722	$	7,769	$	7,792	$	8,047	$	8,281	$	7,844		1.0	%
Lbs per Day (000)		74,276		76,321		76,017		77,534		81,054		83,253		77,967		2.6	%
Shipments per Day		55,320		57,022		56,669		56,614		57,848		58,372		53,528		-5.5	%
Billed Revenue per Shipment	$	135.48	$	135.42	$	137.10	$	137.63	$	139.11	$	141.86	$	146.54		6.9	%
Lbs. Per Shipment		1,343		1,338		1,341		1,370		1,401		1,426		1,457		8.6	%
Billed Revenue per CWT	$	10.09	$	10.12	$	10.22	$	10.05	$	9.93	$	9.95	$	10.06		-1.6	%
Average Length of Haul		487		491		491		493		493		507		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.