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: January 28, 2005
(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
incorporation or organization)		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))

Item 2.02. Results of Operations and Financial Condition

On January 28, 2005, USF Corporation (the “Company”) reported its results for the Fourth Quarter of 2004 ending December 31, 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 January 28, 2005*
	*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/ Richard C. Pagano
	Richard C. Pagano
	Senior Vice President, General Counsel & Secretary

Date: January 28, 2005

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE
USF CORPORATION REPORTS FOURTH QUARTER
AND FULL YEAR 2004 RESULTS

(Chicago - January 28, 2005) USF Corporation (NASDAQ:USFC) today announced results for the fourth quarter and full year ended December 31, 2004.

Revenue for the fourth quarter was $584 million, compared to $547 million reported for the fourth quarter of 2003. Revenue for the full year 2004 was $2.4 billion as compared to $2.3 billion for 2003.

The Company reported income from continuing operations of $6.6 million for the fourth quarter ended December 31, 2004, compared to $18.7 million reported for the fourth quarter ended December 31, 2003. Reported diluted earnings per share from continuing operations were $0.23, compared to $0.68 in last year’s fourth quarter.

The current fourth quarter included USF Red Star pre-tax shutdown costs and operating losses of $7.2 million, or ($.20) per diluted share, and executive severance pre-tax costs of $1.9 million or ($.05) per diluted share. Included in the 2003 fourth quarter USF Red Star net pre-tax operating profit of $9.4 million, or $.21 per diluted share, was a $10 million gain from the sale of a terminal.

For the twelve months ended December 31, 2004, the Company recorded income from continuing operations of $23.8 million compared to $44.1 million reported for the full year ended December 31, 2003. Reported diluted earnings per share from continuing operations were $0.85 compared to $1.61 at December 31, 2003, net of pre-tax charges. The Statement of Significant Items, detailing the components of pre-tax charges, is included as an attachment to this earnings release.

Thomas E. Bergmann, acting Chief Executive Officer of USF Corporation, commented, “Our fourth quarter results came in under plan in part due to the December weather negatively affecting our West Coast and Midwest operations. Our results were also negatively impacted by a 51.5% tax rate for the quarter. Our yield management efforts are paying dividends as we continue to replace marginally priced business with better yielding freight.

“2004 was a year of significant change at USF. We experienced a number of important events throughout the year, including: the shut-down of USF Red Star, the expansion of USF Holland into the Northeast, a new five year strategic plan and a change in executive management. I am proud of what our employees accomplished during a challenging 2004. I look forward to 2005 as we continue to focus on growth, profitability, and the implementation of our long-term strategies.”

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.

Less-Than-Truckload (LTL)
The comparison of fourth quarter 2004 versus fourth quarter 2003 operating results is negatively impacted by the closure of USF Red Star.

Fourth quarter revenue for the LTL segment was $483 million, versus $451 million for the same period last year. Operating income for the fourth quarter for the LTL segment was $23.2 million, versus $38.1 for the prior year period. USF Red Star reported revenue and operating income during the fourth quarter of 2003 of $53 million, and $9.4 million, respectively.

LTL shipments decreased 3.7% over the fourth quarter of 2003 and LTL tonnage increased 1.2% during the same period. LTL revenue per shipment increased 9.1% from $129.26 to $141.00, and LTL revenue per hundredweight increased 3.8 % to $11.70.

Average weight per LTL shipment increased 5.1% to 1,205 pounds in the fourth quarter of 2004 versus 1,146 pounds in the fourth quarter of 2003. Average length of haul for LTL shipments was 510 miles in the fourth quarter of 2004 versus 494 miles in the fourth 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 fourth quarter of $33.3 million compared to $31.4 million in the fourth quarter of 2003. Operating profit for the fourth quarter of 2004 was $1.1 million versus $1.4 million in the year ago quarter. Although USF Glen Moore’s performance for the quarter was negatively impacted by higher expenses in the areas of driver pay and benefits,

maintenance costs and claims, revenue per loaded mile (excluding fuel surcharge) increased by 8.8 % from the prior year’s fourth quarter. USF Glen Moore continued improving its freight mix and productivity during the fourth quarter and is well-positioned to show improved results in 2005.

Logistics
USF Logistics revenue during the fourth quarter was $71.4 million versus $67.3 million for the prior year’s quarter. USF Logistics recorded operating profit of $4.0 million for the fourth quarter of 2004, in line with fourth quarter 2003. Profitability improvements were strongest in the transportation management and cross dock sectors. USF Logistics has a strong pipeline of demand for their services and solutions in 2005.

EPS Guidance
The Company’s EPS guidance for income from continuing operations in 2005, excluding the effects of USF Red Star, is $2.45 to $2.65 per diluted share.

CONFERENCE CALL
A conference call will be held at 7:30 am CST, 8:30 am EST, on Friday, January 28, 2005, 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 5583768 after 10:30 am CST. 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 $2.4 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

Page 2 of 6

Table I

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

	Quarter Ended						Year to Date
	December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003
Revenue:
LTL Trucking	$	483,272		$	450,884		$	2,005,330		$	1,898,668
TL Trucking		33,335			31,430			133,725			128,093
Logistics		71,389			67,294			269,378			276,441
Intercompany eliminations		(4,123	)		(2,961	)		(13,854	)		(11,063	)
Total revenue from operations		583,873			546,647			2,394,579			2,292,139
Income:
LTL Trucking		23,217			38,130			93,348			110,555
TL Trucking		1,123			1,402			3,368			4,663
Logistics		4,001			4,005			9,765			9,270
Corporate and other		(9,640	)		(8,348	)		(42,736	)		(28,896	)
Total income from operations		18,701			35,189			63,745			95,592
Non-operating income/(expenses)
Interest expense		(5,250	)		(5,242	)		(20,917	)		(20,900	)
Interest income		654			1,228			2,824			1,867
Other, net		(429	)		(342	)		(1,794	)		(1,274	)
Net non-operating (expenses)		(5,025	)		(4,356	)		(19,887	)		(20,307	)
Income/(loss) from continuing operations before income taxes and cumulative effect of accounting change		13,676			30,833			43,858			75,285
Income tax (expense)		(7,048	)		(12,177	)		(20,063	)		(31,184	)
Income from continuing operations before cumulative effect of accounting change		6,628			18,656			23,795			44,101
(Loss) from discontinued operations, net of tax benefits of $109 and $239, respectively		—			(163	)		—			(338	)
Income before cumulative effect of accounting change		6,628			18,493			23,795			43,763
Cumulative effect of change in accounting for revenue recognition, net of tax benefit of $1,064		—			—			—			(1,467	)
Net income	$	6,628		$	18,493		$	23,795		$	42,296
Income per share from continuing operations   - Basic	$	0.24		$	0.68		$	0.86		$	1.62
- Diluted		0.23			0.68			0.85			1.61
(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	$	—		$	—		$	—		$	(0.06	)
- Diluted		—			—			—			(0.05	)
Net income per share - Basic	$	0.24		$	0.67		$	0.86		$	1.55
Net income per share - Diluted		0.23			0.67			0.85			1.55
Average shares outstanding - Basic		28,063,730			27,434,675			27,805,307			27,207,392
Average shares outstanding - Diluted		28,251,150			27,630,939			27,982,302			27,348,711

Page 3 of 6

Table II

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

	As of
	December 31,		December 31,
	2004		2003
Assets
Current assets:
Cash	$	150,798	$	121,659
Accounts receivable, net		310,172		271,849
Other current assets		69,473		65,731
Total current assets		530,443		459,239
Property and equipment, net		775,940		753,902
Intangibles and other long term assets		134,812		144,947
Total Assets		1,441,195		1,358,088
Liabilities and Stockholders’ Equity
Current liabilities		276,007		252,467
Long-term debt		250,022		250,087
Insurance and other long-term liabilities		212,189		190,745
Stockholders’ Equity		702,977		664,789
Total Liabilities and Stockholders’ Equity	$	1,441,195	$	1,358,088

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

	Twelve Months Ended
	December 31,			December 31,
	2004			2003
Cash flows from operating activities:
Net income	$	23,795		$	42,296
Net loss from discontinued operations		—			338
Income from continuing operations after cumulative effect of accounting change		23,795			42,634
Cumulative effect of accounting change, net of tax		—			1,467
Depreciation of property and equipment		104,345			100,770
Other, net		17,205			11,868
Net cash provided by operating activities		145,345			156,739
Cash flows from investing activities:
Acquisitions		—			(4,883	)
Mexico loan		(3,495	)		(5,365	)
Capital expenditures		(145,159	)		(116,081	)
Proceeds from sale of property and equipment		18,038			38,829
Net cash (used in) investing activities		(130,616	)		(87,500	)
Net cash provided by (used in) financing activities		14,410			(1,738	)
Net increase in cash		29,139			67,501
Cash at beginning of period		121,659			54,158
Cash at end of period	$	150,798		$	121,659

Page 4 of 6

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 December 31, 2004						Quarter Ended December 31, 2003
	Pre-tax		After-tax		EPS		Pre-tax			After-tax			EPS
Significant items:
USF Red Star operating (profits)/losses and shutdown costs	$	7,174	$	5,583	$	0.20	$	(9,419	)	$	(5,698	)	$	(0.21	)
Write-off/amortization expense of USF Red Star intangible assets		—		—		—		768			465			0.02
Executive retirement/severance		1,896		1,358		0.05		—			—			—

	Twelve Months Ended December 31, 2004						Twelve Months Ended December 31, 2003
	Pre-tax		After-tax		EPS		Pre-tax			After-tax			EPS
Significant items:
USF Red Star operating (profits)/losses and shutdown costs	$	38,556	$	25,605	$	0.92	$	(1,029	)	$	(895	)	$	(0.03	)
Write-off/amortization expense of USF Red Star intangible assets		1,903		1,214		0.04		2,249			1,313			0.05
Information technology write-down		5,980		3,815		0.14		—			—			—
Executive retirement/severance		1,896		1,358		0.05		2,100			1,202			0.04
Receivables write-off related to USF Logistics’ customer		—		—		—		2,000			1,145			0.04

Page 5 of 6

Table IV

USF CORPORATION
Quarterly Operating Statistics

LTL Segment	2003								2004								% Chg
Reported Revenue and Fuel Surcharge	Q1		Q2		Q3		Q4		Q1		Q2		Q3		Q4		Y vs Y
Work Days		67.0		62.5		64.0		59.0		66.0		63.5		63.0		61.0
Reported Revenue (000)	$	488,863	$	472,517	$	486,449	$	450,884	$	519,697	$	518,191	$	484,170	$	483,272		7.2	%
Fuel Surcharge (000)		20,621		15,219		15,576		14,529		21,008		27,202		29,954		41,276		184.1	%
Revenue Excluding Fuel Surcharge (000)		468,242		457,298		470,873		436,355		498,689		490,989		454,216		441,996		1.3	%
Reported Revenue per Day (000)		7,296		7,560		7,601		7,642		7,874		8,160		7,685		7,922		3.7	%
Fuel Surcharge per Day (000)		308		244		243		246		318		428		475		677		174.8	%
Revenue Excluding Fuel Surcharge per Day (000)		6,989		7,317		7,357		7,396		7,556		7,732		7,210		7,246		-2.0	%

LTL Segment	2003								2004								% Chg
Operating Statistics *	Q1		Q2		Q3		Q4		Q1		Q2		Q3		Q4		Y vs Y
Work Days		67.0		62.5		64.0		59.0		66.0		63.5		63.0		61.0
LTL Shipments
Billed Revenue (000)	$	466,633	$	448,128	$	461,740	$	424,881	$	489,855	$	482,631	$	451,807	$	446,457		5.1	%
Lbs (000)		4,140,046		3,966,767		4,044,449		3,767,800		4,388,674		4,293,153		3,956,717		3,814,477		1.2	%
Shipments		3,650,164		3,510,351		3,572,244		3,286,999		3,753,724		3,640,456		3,308,854		3,166,254		-3.7	%
Billed Revenue per Day (000)	$	6,965	$	7,170	$	7,215	$	7,201	$	7,422	$	7,600	$	7,172	$	7,319		1.6	%
Lbs per Day (000)		61,792		63,468		63,195		63,861		66,495		67,609		62,805		62,532		-2.1	%
Shipments per Day		54,480		56,166		55,816		55,712		56,875		57,330		52,521		51,906		-6.8	%
Billed Revenue per Shipment	$	127.84	$	127.66	$	129.26	$	129.26	$	130.50	$	132.57	$	136.54	$	141.00		9.1	%
Lbs. Per Shipment		1,134		1,130		1,132		1,146		1,169		1,179		1,196		1,205		5.1	%
Billed Revenue per CWT	$	11.27	$	11.30	$	11.42	$	11.28	$	11.16	$	11.24	$	11.42	$	11.70		3.8	%
Average Length of Haul		488		492		492		494		497		508		513		510		3.2	%
TL Shipments
Billed Revenue (000)	$	35,531	$	34,488	$	35,501	$	34,843	$	41,247	$	43,200	$	42,351	$	45,367		30.2	%
Lbs (000)		836,475		803,289		820,651		806,696		960,887		993,421		955,178		978,284		21.3	%
Shipments		56,293		53,511		54,589		53,240		64,262		66,145		63,385		64,484		21.1	%
Billed Revenue per Day (000)	$	530	$	552	$	555	$	591	$	625	$	680	$	672	$	744		25.9	%
Lbs per Day (000)		12,485		12,853		12,823		13,673		14,559		15,644		15,162		16,037		17.3	%
Shipments per Day		840		856		853		902		974		1,042		1,006		1,057		17.1	%
Billed Revenue per Shipment	$	631.18	$	644.50	$	650.33	$	654.45	$	641.86	$	653.11	$	668.15	$	703.54		7.5	%
Lbs. Per Shipment		14,859		15,012		15,033		15,152		14,953		15,019		15,069		15,171		0.1	%
Billed Revenue per CWT	$	4.25	$	4.29	$	4.33	$	4.32	$	4.29	$	4.35	$	4.43	$	4.64		7.4	%
Average Length of Haul		413		428		430		433		440		446		449		446		3.0	%
LTL Segment — Total
Billed Revenue (000)	$	502,164	$	482,616	$	497,241	$	459,724	$	531,102	$	525,831	$	494,158	$	491,824		7.0	%
Lbs (000)		4,976,521		4,770,056		4,865,100		4,574,496		5,349,561		5,286,574		4,911,895		4,792,761		4.8	%
Shipments		3,706,457		3,563,862		3,626,833		3,340,239		3,817,986		3,706,601		3,372,239		3,230,738		-3.3	%
Billed Revenue per Day (000)	$	7,495	$	7,722	$	7,769	$	7,792	$	8,047	$	8,281	$	7,844	$	8,063		3.5	%
Lbs per Day (000)		74,276		76,321		76,017		77,534		81,054		83,253		77,967		78,570		1.3	%
Shipments per Day		55,320		57,022		56,669		56,614		57,848		58,372		53,528		52,963		-6.4	%
Billed Revenue per Shipment	$	135.48	$	135.42	$	137.10	$	137.63	$	139.11	$	141.86	$	146.54	$	152.23		10.6	%
Lbs. Per Shipment		1,343		1,338		1,341		1,370		1,401		1,426		1,457		1,483		8.3	%
Billed Revenue per CWT	$	10.09	$	10.12	$	10.22	$	10.05	$	9.93	$	9.95	$	10.06	$	10.26		2.1	%
Average Length of Haul		487		491		491		493		493		507		507		508		3.0	%

* 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.

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