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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
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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
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ASSETS 2002 2001
INVESTMENTS-AT FAIR VALUE (Note 3) $2,121,689 $2,338,844
RECEIVABLES:
Participant contributions 18,036
Company contributions 4,116
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Total receivables 22,152
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NET ASSETS AVAILABLE FOR BENEFITS $2,121,689 $2,360,996
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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
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CONTRIBUTIONS:
Participants $ 428,994
Company 93,437
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Total contributions 522,431
INVESTMENT INCOME (LOSS):
Dividend and interest income 29,300
Net depreciation in fair value of investments (424,771)
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Total investment loss (395,471)
DEDUCTIONS:
Benefits paid to participants (366,267)
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Net change (239,307)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,360,996
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End of year $ 2,121,689
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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
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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
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Total $ 2,121,689 $ 2,338,844
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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)
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Total $ (424,771)
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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
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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
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$ 2,062,043
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* 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.