===============================================================================
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 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 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 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
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 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 EMPLOYEES' 401K RETIREMENT PLAN
By Members of the Plan Committee
administering the USF Employees' 401K
Retirement Plan
/s/ Christopher L. Ellis
------------------------
Christopher L. Ellis
/s/ Gerard M. Klaisle
---------------------
Gerard M. Klaisle
/s/ Stephen G. Dill
-------------------
Stephen G. Dill
Date: June 26, 2003
INDEPENDENT AUDITORS' REPORT
To the Plan Administrative Committee of
USF Employees' 401K Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the USF Employees' 401K Retirement Plan (the "Plan") as of December 31, 2002,
and the related statements of changes in net assets available for benefits for
the year then ended. 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 audit. Other auditors were engaged to audit
the financial statements of the Plan for the year ended December 31, 2001. Those
auditors expressed an unqualified opinion on those financial statements in their
report dated May 24, 2002
We conducted our audit 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 audit provides 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 USF Employees' 401K
Retirement Plan as of December 31, 2002, and the changes in net assets available
for benefits for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets (held at end of
year) 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. The supplemental
schedule has been subjected to the auditing procedures applied in our audit of
the basic 2002 financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Chicago, Illinois
June 17, 2003
The following report is a copy of the report previously issued by Arthur
Andersen LLP ("Andersen") in connection with the filing of our Form 11-K for the
year ended December 31, 2001. The inclusion of this previously issued Andersen
report is pursuant to the "Temporary and Final Rule and Final Rule Requirements
for Arthur Andersen LLP Auditing Clients," issued by the SEC in March 2002. Note
that this previously issued Andersen report includes references to fiscal year
2000, which is not required to be presented in the accompanying consolidated
financial statements for the period ended December 31, 2002. This audit report
has not been reissued by Andersen in connection with the filing of this Form
11-K.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrative Committee of
USF Employees' 401K Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the USF EMPLOYEES' 401K RETIREMENT PLAN as of December 31, 2001 and 2000, and
the related statements of changes in net assets available for benefits for the
years then ended. 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. 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the USF
Employees' 401K Retirement Plan as of December 31, 2001 and 2000, and the
changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets (held at end of
year) 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. The schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
Chicago, Illinois
May 24, 2002
USF 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) $234,041,038 $267,804,491
RECEIVABLES:
Participant contributions 105,679 802,310
Company contributions 2,368,832 2,286,100
------------- ------------
Total contributions receivable 2,474,511 3,088,410
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $236,515,549 $270,892,901
============= ============
See notes to financial statements.
USF EMPLOYEES' 401K RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
- --------------------------------------------------------------------------------
CONTRIBUTIONS:
Participants $ 24,268,917
Company 11,656,016
------------
Total contributions 35,924,933
------------
INVESTMENT INCOME (LOSS):
Dividend and interest income 3,946,720
Net depreciation in fair value of investments (48,924,515)
------------
Total investment loss (44,977,795)
------------
DEDUCTIONS:
Benefits paid to participants (20,342,174)
Administrative expenses (56,759)
------------
Total deductions (20,398,933)
-------------
TRANSFERS OUT OF THE PLAN (4,925,557)
------------
Net change (34,377,352)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 270,892,901
------------
End of year $236,515,549
============
See notes to financial statements.
USF EMPLOYEES' 401K RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following description of the USF 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 established by USF
Corporation (the "Company"), the principal sponsor of the Plan, under
provisions of Section 401 (a) of the Internal Revenue Code ("IRC"). The
Plan covers certain employees of USF Corporation, as well as certain
employees of the following adopting sponsors of the Plan, all of which are
wholly owned subsidiaries of USF Corporation including, USF Bestway Inc.,
USF Logistics Inc., USF Logistics Services Inc., USF Distribution Services
Inc., USF Dugan Inc., USF Sales Corporation, USF Holland Inc., USF
Reddaway Inc., USF Red Star Inc., USF Logistics (IMC) Inc., and USF Glen
Moore Inc. (collectively, the "Companies").
Hereafter, the principal and adopting sponsors of the Plan are referred to
collectively as "the Companies" or individually as "each Company." The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"), as amended. Unionized employees are
excluded from participating in the Plan if they have separately bargained
for retirement benefits.
During 2001, the Company acquired TriStar Transportation Inc., and as a
result, transferred all of the trust assets of its predecessor plan of
$422,535 into the Plan.
During 2002, the Company sold USF Worldwide Inc., including its
subsidiary, World Trade Transport of Virginia Inc., and as a result,
transferred all of the related trust assets of $4,758,180 into the Plan of
the purchaser, GPS Logistics, LLC and Seko Worldwide Acquisition LLC.
PLAN ADMINISTRATION--The Plan is administered by the USF Plan
Administrative Committee, which is appointed by the Board of Directors of
the Company. Plan assets were held by Fidelity Management Trust Company
("Fidelity") as Trustee for the years ended December 31, 2002 and 2001.
ELIGIBILITY--Effective January 1, 2001, employees are eligible to
participate in the Plan after completing 90 days of service from date of
hire and having worked 250 hours within that period.
CONTRIBUTIONS--Eligible employees can contribute an amount up to 50% of
their cash compensation, as defined by the Plan, subject to certain
limitations under the IRC. Each of the Companies may provide a matching
contribution and/or nonelective contribution subject to group
discrimination limitations. The Companies may also contribute a
discretionary amount. The Companies made no discretionary contributions
during 2002 and 2001.
INVESTMENT OPTIONS--Participants direct the investment of their account
balances and contributions into various investment options offered by the
Plan. The Plan currently offers seventeen mutual funds, one managed income
portfolio, one real estate limited partnership, and a unitized stock fund
consisting of cash and common stock of USF Corporation as investment
options for participants. The Aetna Real Estate Limited Partnership is a
frozen investment currently available only to those participants of USF
Holland Inc. who participated in the Holland Retirement Plan prior to
1993.
VESTING--Participants are fully vested at all times in their
contributions, the Companies' matching and/or nonelective contribution,
and plan earnings thereon.
BENEFITS--Upon termination of service due to death, total disability,
retirement, or 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 Companies' matching contribution, if any, each of the
Companies' nonelective contribution, if any, each of the Companies'
discretionary 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 ACCOUNTING--The accompanying financial statements are prepared on
the accrual basis of accounting.
USE OF ESTIMATES--The preparation of the financial statements in
conformity with accounting principles generally accepted in the United
States of America requires the Plan's 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. Marketable securities are
stated at fair value. Securities traded on a national securities exchange
are valued at the last reported sales price on the last business day of
the year; investments traded in the over-the-counter market and listed
securities for which no sale was reported on the last day of the Plan year
are valued at the last reported bid price. 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, broker fees and the Real Estate Limited Partnership 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
USF Corporation Unitized Stock Fund $ 8,845,756 $ 8,760,122
Aetna Real Estate Limited Partnership 490,109 747,340
Fidelity Magellan Fund 38,968,113 * 52,256,906 *
Fidelity Equity Income Fund 9,010,798 10,002,885
Fidelity Growth Company Fund 42,806,752 * 67,148,121 *
Fidelity Intermediate Bond Fund 22,580,047 * 20,844,967 *
Fidelity Blue Chip Growth Fund 31,001,678 * 40,755,865 *
Fidelity Asset Manager Fund 5,038,920 5,122,174
Fidelity Diversified International Fund 592,392 49,879
Fidelity Freedom Income Fund 55,392 1,774
Fidelity Freedom 2000 Fund 282,659 92,436
Fidelity Freedom 2010 Fund 807,915 907,094
Fidelity Freedom 2020 Fund 763,074 677,789
Fidelity Freedom 2030 Fund 180,985 141,941
Fidelity Freedom 2040 Fund 51,430 18,411
Fidelity Retirement Money Market Portfolio 43,158,374 * 37,716,342 *
Fidelity Managed Income Portfolio 13,805,769 * 11,350,019
Fidelity Spartan U.S. Equity Index Fund 551,320 246,444
PIMCO Total Return Fund--Administrative Class 2,057,995 647,564
Franklin Small Midcap Growth Fund 896,835 204,757
Neuberger Berman Genesis Fund--Trust Class 2,102,194 429,013
Participant loans 9,992,531 9,682,648
------------- --------------
Total $ 234,041,038 $ 267,804,491
============== ==============
During 2002, the Plan's investments appreciated (depreciated) (including
gains and losses on investments bought and sold, as well as held during
the year) in value as follows:
Mutual funds
Fidelity Magellan Fund $(12,739,310)
Fidelity Equity Income Fund (2,052,516)
Fidelity Growth Company Fund (22,511,423)
Fidelity Intermediate Bond Fund 829,340
Fidelity Blue Chip Growth Fund (10,656,932)
Fidelity Asset Manager Fund (580,828)
Fidelity Diversified International Fund (47,688)
Fidelity Freedom Income Fund (334)
Fidelity Freedom 2000 Fund (10,935)
Fidelity Freedom 2010 Fund (71,906)
Fidelity Freedom 2020 Fund (125,788)
Fidelity Freedom 2030 Fund (36,592)
Fidelity Freedom 2040 Fund (9,198)
Fidelity Spartan U.S. Equity Index Fund (150,257)
PIMCO Total Return Fund--Administrative Class 20,666
Franklin Small Midcap Growth Fund (209,125)
Neuberger Berman Genesis Fund--Trust Class (133,600)
Aetna Real Estate Limited Partnership 288,543
Stock:
USF Corporation Unitized Stock Fund (726,632)
-------------
Total $(48,924,515)
=============
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 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, the Plan Sponsor, and therefore qualify as party-in-interest
transactions.
Certain Plan investments are loans to participant employees of the
Company, 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 regarding certain matters for the Plan. USF Corporation
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 the 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 EMPLOYEES' 401K RETIREMENT PLAN
SCHEDULE H, LINE 4I--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
- --------------------------------------------------------------------------------
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT, INCLUDING VALUE
MATURITY DATE, RATE OF INTEREST
* Fidelity Management Trust Company Aetna Real Estate Limited Partnership $ 490,109
* Fidelity Management Trust Company Fidelity Magellan Fund 38,968,113
* Fidelity Management Trust Company Fidelity Equity Income Fund 9,010,798
* Fidelity Management Trust Company Fidelity Growth Company Fund 42,806,752
* Fidelity Management Trust Company Fidelity Intermediate Bond Fund 22,580,047
* Fidelity Management Trust Company Fidelity Blue Chip Growth Fund 31,001,678
* Fidelity Management Trust Company Fidelity Asset Manager Fund 5,038,920
* Fidelity Management Trust Company Fidelity Retirement Money Market Portfolio 43,158,374
* Fidelity Management Trust Company Fidelity Managed Income Portfolio 13,805,769
* Fidelity Management Trust Company Fidelity Diversified International Fund 592,392
* Fidelity Management Trust Company PIMCO Total Return Fund--Administrative Class 2,057,995
* Fidelity Management Trust Company Franklin Small Midcap Growth Fund 896,835
* Fidelity Management Trust Company Neuberger Berman Genesis Fund--Trust Class 2,102,194
* Fidelity Management Trust Company Fidelity Freedom Income Fund 55,392
* Fidelity Management Trust Company Fidelity Freedom 2000 Fund 282,659
* Fidelity Management Trust Company Fidelity Freedom 2010 Fund 807,915
* Fidelity Management Trust Company Fidelity Freedom 2020 Fund 763,074
* Fidelity Management Trust Company Fidelity Freedom 2030 Fund 180,985
* Fidelity Management Trust Company Fidelity Freedom 2040 Fund 51,430
* Fidelity Management Trust Company Fidelity Spartan U.S. Equity Index Fund 551,320
* USF Corporation USF Corporation Unitized Common Stock Fund 8,845,756
* Various participants Participant loans (maturing 2003 to 2007 at
interest rates of 4.25% - 8.00%) 9,992,531
Total $234,041,038
============
* 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.