---

---

# SECURITIES AND
EXCHANGE COMMISSIONWashington D. C. 20549

# Form 10-Q

|X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED JULY
3, 2004 OR
|- | ---------------------------------------------------------------------------------------------------------------------------------------

| | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM___________
TO _______________
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------

# Commission File Number
0-19791

# USF CORPORATION(Exact name of
registrant as specified in its charter)

|                         |                                 
|------------------------ | --------------------------------
|Delaware                 | 36-3790696                      
|(State of Incorporation) | (IRS EmployerIdentification No.)

|                                                                            |           
|--------------------------------------------------------------------------- | ----------
|8550 W. Bryn Mawr Avenue, Suite 700                       Chicago, Illinois | 60631     
|(Address of principal executive offices)                                    | (Zip Code)

# Registrants
telephone number including area code:
(773) 824-1000

# N/A(Former name or former
address, if changed since the last report)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.      Yes X  No 

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date.

As of July 28, 2004, 27,780,580
shares of common stock were outstanding.

---

---



PART
I: FINANCIAL INFORMATION

# Item 1.

Financial Statements

USF CorporationCondensed Consolidated
Balance SheetsUnaudited (Dollars in Thousands)

|                                           | As of
|------------------------------------------ | -----
|
|Assets                                     |      
|Current assets:                            |      
|Cash                                       |      
|Accounts receivable, net                   |      
|Operating supplies and prepaid expenses    |      
|Deferred income taxes                      |      
|                                           |      
|Total current assets                       |      
|Property and equipment, net                |      
|Goodwill                                   |      
|Other assets                               |      
|                                           |      
|Total Assets                               |      
|                                           |      
|Liabilities and Stockholders'  Equity      |      
|Current liabilities:                       |      
|Current debt                               |      
|Accounts payable                           |      
|Accrued salaries, wages and benefits       |      
|Accrued claims and other                   |      
|                                           |      
|Total current liabilities                  |      
|Long-term liabilities                      |      
|Notes payable and long-term debt           |      
|Accrued claims and other                   |      
|Deferred income taxes                      |      
|                                           |      
|Total Liabilities                          |      
|Commitments and contingencies (Note 8)     |      
|                                           |      
|Total stockholders' equity                 |      
|                                           |      
|                                           |      
|Total Liabilities and Stockholders' Equity |      
|                                           |      

See accompanying Notes to Condensed
Consolidated Financial Statements.

2

---

USF CorporationCondensed Consolidated
Statements of OperationsUnaudited (Dollars in Thousands, Except Share and Per Share
Amounts)

|                                                                                                        | Quarter Ended | Year-to-Date |  
|------------------------------------------------------------------------------------------------------- | ------------- | ------------ | -
|
|Revenue:                                                                                                |               |              |  
|LTL Trucking                                                                                            |               |              | $
|TL Trucking                                                                                             |               |              |  
|Logistics                                                                                               |               |              |  
|Intercompany eliminations                                                                               |               |              |  
|                                                                                                        |               |              |  
|                                                                                                        |               |              |  
|                                                                                                        |               |              |  
|Operating expenses:                                                                                     |               |              |  
|LTL Trucking                                                                                            |               |              |  
|TL Trucking                                                                                             |               |              |  
|Logistics                                                                                               |               |              |  
|Corporate and Other                                                                                     |               |              |  
|Intercompany eliminations                                                                               |               |              |  
|                                                                                                        |               |              |  
|Total operating expenses                                                                                |               |              |  
|                                                                                                        |               |              |  
|Income from operations                                                                                  |               |              |  
|                                                                                                        |               |              |  
|Non-operating income/(expense):                                                                         |               |              |  
|Interest expense                                                                                        |               |              |  
|Interest income                                                                                         |               |              |  
|Other, net                                                                                              |               |              |  
|                                                                                                        |               |              |  
|Net non-operating expense                                                                               |               |              |  
|                                                                                                        |               |              |  
|Income/(loss) from continuing operations before income taxes and cumulative effect of accounting change |               |              |  
|Income tax benefit/(expense)                                                                            |               |              |  
|                                                                                                        |               |              |  
|Income/(loss) from continuing operations before                                                         |               |              |  
|cumulative effect of accounting change                                                                  |               |              |  
|Loss from discontinued operations,                                                                      |               |              |  
|net of tax benefits of $29 and $34, respectively                                                        |               |              |  
|                                                                                                        |               |              |  
|Income/(loss) before cumulative effect of accounting change                                             |               |              |  
|Cumulative effect of change in accounting for revenue                                                   |               |              |  
|recognition, net of tax benefits of $1,064                                                              |               |              |  
|                                                                                                        |               |              |  
|Net income/(loss)                                                                                       |               |              | $
|                                                                                                        |               |              |  
|Income/(loss) per share from continuing operations:                                                     |               |              |  
|Basic                                                                                                   |               |              | $
|Diluted                                                                                                 |               |              |  
|Loss per share--discontinued operations:                                                                |               |              |  
|Basic                                                                                                   |               |              |  
|Diluted                                                                                                 |               |              |  
|Loss per share--cumulative effect of accounting change:                                                 |               |              |  
|Basic                                                                                                   |               |              |  
|Diluted                                                                                                 |               |              |  
|Net income/(loss) per share--basic                                                                      |               |              |  
|Net income/(loss) per share--diluted                                                                    |               |              |  
|                                                                                                        |               |              |  
|Average shares outstanding--basic                                                                       |               |              |  
|Average shares outstanding--diluted                                                                     |               |              |  
|                                                                                                        |               |              |  

See accompanying Notes to Condensed
Consolidated Financial Statements.

3

---

USF CorporationCondensed Consolidated
Statements of Cash FlowsUnaudited (Dollars in
Thousands)

|                                                                                       | Year-to-date
|-------------------------------------------------------------------------------------- | ------------
|
|Cash flows from operating activities:                                                  |             
|Net income                                                                             |             
|Net loss from discontinued operations                                                  |             
|                                                                                       |             
|Income from continuing operations after cumulative effect of accounting change         |             
|Adjustments to reconcile net income from continuing operations after accounting change |             
|to net cash provided by operating activities:                                          |             
|Depreciation of property and equipment                                                 |             
|Cumulative effect of accounting change net of tax                                      |             
|Amortization of intangible assets                                                      |             
|Deferred taxes                                                                         |             
|Loss/(gains) on sale of property and equipment                                         |             
|Increase in other items affecting cash from operating activities                       |             
|                                                                                       |             
|Net cash provided by operating activities                                              |             
|                                                                                       |             
|Cash flows from investing activities:                                                  |             
|Acquisitions                                                                           |             
|Mexico loan                                                                            |             
|Capital expenditures                                                                   |             
|Proceeds from sale of property and equipment                                           |             
|                                                                                       |             
|Net cash used in investing activities                                                  |             
|                                                                                       |             
|Cash flows from financing activities:                                                  |             
|Dividends paid                                                                         |             
|Employee and director stock transactions                                               |             
|Repurchase of common stock                                                             |             
|Net change in short-term bank debt                                                     |             
|Payments on long-term bank debt                                                        |             
|                                                                                       |             
|Net cash provided by/(used in) financing activities                                    |             
|                                                                                       |             
|Net increase in cash                                                                   |             
|Cash at beginning of period                                                            |             
|                                                                                       |             
|Cash at end of period                                                                  |             
|                                                                                       |             
|Supplemental disclosure of cash flow information:                                      |             
|Cash paid during the period for:                                                       |             
|Interest                                                                               |             
|Income taxes                                                                           |             
|Non-cash transactions: debt assumed in connection with acquisition                     |             
|                                                                                       |             

See accompanying Notes to Condensed Consolidated Financial Statements.

4

---

USF CorporationCondensed
Consolidated Statements of Changes in Stockholders EquityUnaudited (Dollars in
Thousands)

|                                                          | Year-to-Date
|--------------------------------------------------------- | ------------
|
|Balance as of December 31, 2003 and 2002, respectively    |             
|                                                          |             
|Net income                                                |             
|Foreign currency translation adjustments                  |             
|                                                          |             
|Comprehensive income                                      |             
|Employee and director stock transactions                  |             
|Repurchase of common stock                                |             
|Dividends declared                                        |             
|                                                          |             
|Balance as of July 3, 2004 and July 5, 2003, respectively |             
|                                                          |             
|                                                          |             

See accompanying Notes to Condensed
Consolidated Financial Statements.

5

---

Notes to Condensed
Consolidated Financial Statements (Unaudited)(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# 1. Summary of
Significant Accounting Policies

# Basis of Presentation

These interim financial statements of
USF Corporation have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and the instructions to
Quarterly Reports on Form 10-Q and Rule 10-01 of Regulation S-X, and should be read in
conjunction with our Annual Report on Form 10-K for the year ended December 31, 2003.
Accordingly, significant accounting policies and other disclosures normally provided have
been omitted since such items are disclosed therein.

In our opinion, the accompanying
unaudited condensed consolidated financial statements reflect all adjustments (including
normal recurring adjustments) necessary to fairly present our consolidated financial
position as of July 3, 2004, the consolidated results of our operations for both the
quarters and year-to-date periods ended July 3, 2004 and July 5, 2003, and our
consolidated cash flows for the year-to-date periods ended July 3, 2004 and July 5, 2003.
Operating results for the year-to-date period ended July 3, 2004 are not necessarily
indicative of the results that may be expected for the year ending December 31, 2004.

We report on a calendar year basis.
Our quarters consist of thirteen weeks that end on a Saturday either before or after the
end of March, June and September.

Certain reclassifications have been
made to prior year amounts to conform to the current year presentation.

# 2. Restructuring and
Impairment Charges

In the 2004 second quarter we
shutdown USF Red Star, our former Northeast carrier. Our 2004 second quarter financial
statements included losses and shutdown costs for USF Red Star of $21,359 of which $10,049
pertained to restructuring charges.

As a result of the USF Red Star shutdown, we incurred the following
charges:

| |  | Employee
severance costs of $5,007 related to the elimination of approximately 400 jobs.
| | - | ----------------------------------------------------------------------------------------

| |  | Write-off
of various assets that do not have any value as a result of the closure, and an increase
in the allowance for uncollectible accounts for anticipated collection losses and service
disruptions related to the closure, for a total of $3,694.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Operating
leases and related property tax costs of $1,348 associated with obligations at terminals
which are no longer in use.
| | - | ------------------------------------------------------------------------------------------------------------------------------

Subsequent to the closure of USF Red
Star, we announced plans to expand USF Hollands operations into the Northeast. As a
result of USF Hollands expansion and following the guidance of Statement of
Financial Accounting Standards (SFAS) No. 144, Accounting for the
Impairment of Long-Lived Assets, the results of USF Red Star are reported in
continuing operations.

The following is a summary of the
accruals recorded on the balance sheet for lease obligations and severance costs:

|                         | Lease Obligations | Severance Costs | Total
|------------------------ | ----------------- | --------------- | -----
|Balance at April 3, 2004 |                   |                 | $    
|Charges                  |                   |                 |      
|Payments                 |                   |                 |      
|                         |                   |                 |      
|Balance at July 3, 2004  |                   |                 | $    
|                         |                   |                 |      

During the 2004 second quarter, we
abandoned an LTL information technology project because of software stability and
performance issues. As a result, we recorded an impairment charge of $5,980 to write the
asset down to zero.

6

---

Notes to Condensed
Consolidated Financial Statements (Unaudited)(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# 3. Earnings Per Share

Basic earnings per share are
calculated on net income divided by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share are calculated by dividing net
income by the weighted-average number of common shares outstanding plus the shares that
would have been outstanding assuming the issuance of common shares for all dilutive
potential common shares for the period. Unexercised stock options are the only reconciling
items between our basic and diluted earnings per share.

The following table presents
information necessary to calculate basic and diluted earnings per share:

|                                                                   | Quarter Ended | Year-to-Date
|------------------------------------------------------------------ | ------------- | ------------
|
|Weighted-average shares outstanding--basic                         |               |             
|Common stock equivalents                                           |               |             
|                                                                   |               |             
|Weighted-average shares and equivalents--diluted                   |               |             
|                                                                   |               |             
|Anti-dilutive unexercised stock options excluded from calculations |               |             
|                                                                   |               |             

# 4. Debt

Our debt includes $100,000 of
unsecured guaranteed notes due May 1, 2009 and $150,000 of unsecured guaranteed notes due
April 15, 2010.

Our guaranteed notes are fully and
unconditionally guaranteed, on a joint and several basis, and on an unsecured senior
basis, by substantially all of our direct and indirect domestic subsidiaries (the
Subsidiary Guarantors). All of the assets are owned by the Subsidiary
Guarantors and substantially all of our operations are conducted by the Subsidiary
Guarantors. Accordingly, the aggregate assets, liabilities, earnings and equity of the
Subsidiary Guarantors are substantially equivalent to the assets, liabilities, earnings
and equity shown in our consolidated financial statements. There are no material
restrictions on our ability to obtain funds from our subsidiaries by dividend or loan. We,
therefore, are not required to present separate financial statements of our Subsidiary
Guarantors, and other disclosures relating to them.

We have a $200,000 credit facility
with a group of banks that will expire in October 2005. This facility is for working
capital, general corporate funding needs, and up to $125,000 for letters of credit under
our self-insurance program. As of July 3, 2004 we had no borrowings drawn under the
facility and $100,634 in issued letters of credit.

7

---

Notes to Condensed
Consolidated Financial Statements (Unaudited)(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# 5. Goodwill and Other
Intangible Assets

The changes in carrying amounts of
goodwill by segment for the year-to-date period ended July 3, 2004 were as follows:

|                                | LTL | TL | Logistics | Total 
|------------------------------- | --- | -- | --------- | ------
|Balance as of December 31, 2003 |     |    | $         | 57,273
|Additions/(write-downs)         |     |    |           | --    
|                                |     |    |           |       
|Balance as of July 3, 2004      |     |    | $         | 57,273
|                                |     |    |           |       
|                                |     |    |           |       

Intangible assets subject to
amortization consist of the following:

|                             | As of
July 3, 2004 | As of
December 31, 2003
|---------------------------- | ------------------ | -----------------------
|
|Amortized intangible assets: |                    |                        
|Customer lists               |                    |                        
|Non-competes                 |                    |                        
|                             |                    |                        
|Total                        |                    |                        
|                             |                    |                        
|                             |                    |                        

Due to the closure of USF Red Star,
the gross carrying amount and accumulated amortization of USF Red Star intangible assets,
which net to zero, have been removed from the 2004 financial statements.

Aggregate amortization expense for
the quarters ended July 3, 2004, and July 5, 2003 was $977 and $636, respectively, and for
the six-month periods ended July 3, 2004 and July 5, 2003 was $1,969 and $895,
respectively. The 2004 second quarter included an $805 write-off of intangible assets due
to the closure of USF Red Star.

Estimated amortization expense for
each of the years ending December 31 is as follows:

|      | 
|----- | 
|Year  | 
|2004  | 
|2005  | 
|2006  | 
|      | 
|Total | 
|      | 
|      | 

The $2,033 amortization expense for
2004 includes an $805 write-off due to the USF Red Star closure, as well as related
amortization expense for the first two quarters.

8

---

Notes to Condensed
Consolidated Financial Statements (Unaudited)(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

6.    
          Segment Reporting

|                                                                                                        | Quarter Ended | Year-to-Date
|------------------------------------------------------------------------------------------------------- | ------------- | ------------
|
|Revenue                                                                                                 |               |             
|LTL Trucking                                                                                            |               |             
|TL Trucking                                                                                             |               |             
|Logistics                                                                                               |               |             
|Intercompany eliminations                                                                               |               |             
|Corporate and Other                                                                                     |               |             
|                                                                                                        |               |             
|Total Revenue from Continuing Operations                                                                |               |             
|                                                                                                        |               |             
|Income From Operations                                                                                  |               |             
|LTL Trucking                                                                                            |               |             
|TL Trucking                                                                                             |               |             
|Logistics                                                                                               |               |             
|Corporate and Other                                                                                     |               |             
|                                                                                                        |               |             
|Income from operations                                                                                  |               |             
|Net non-operating expense                                                                               |               |             
|                                                                                                        |               |             
|Income/(loss) from continuing operations before income taxes and cumulative effect of accounting change |               |             
|                                                                                                        |               |             
|                                                                                                        |               |             

9

---

Notes to Condensed
Consolidated Financial Statements (Unaudited)(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# 7. Stock Based
Compensation

SFAS No. 123, Accounting for
Stock Based Compensation, establishes a fair value based method of accounting for
stock options. We have elected to continue using the intrinsic value method prescribed
under Accounting Principals Board (APB) Opinion No. 25 as permitted by SFAS
No. 123. For all stock options that have been granted, the exercise prices of the stock
options were equal to the market prices of the underlying stock on the grant dates,
therefore no compensation expense was recognized. If we had elected to recognize
compensation expense based on the fair value of the options at grant date, as prescribed
by SFAS No. 123, our net income and earnings per share would have been reduced to the pro
forma amounts indicated in the table below:

|                                                                                                                                          | Quarter Ended | Year-to-Date
|----------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ------------
|
|Net income/(loss)--as reported                                                                                                            |               |             
|Less: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |               |             
|                                                                                                                                          |               |             
|Net income/(loss)--pro forma                                                                                                              |               |             
|Basic earnings/(loss) per share--as reported                                                                                              |               |             
|Basic earnings/(loss) per share--pro forma                                                                                                |               |             
|Diluted earnings/(loss) per share--as reported                                                                                            |               |             
|Diluted earnings/(loss) per share--pro forma                                                                                              |               |             
|                                                                                                                                          |               |             
|                                                                                                                                          |               |             

# 8. Contingencies

We contribute to several union
sponsored multi-employer pension plans. These plans are not administered by us, and
contributions are determined in accordance with provisions of negotiated labor contracts.
The Multi-Employer Pension Plan Amendments Act of 1980 established a continuing liability
to such union sponsored plans for an allocated share of each plans unfunded vested
benefits upon substantial or total withdrawal by us or upon termination of the pension
plans. We believe any withdrawal liability could be material. No withdrawal or termination
has occurred or is contemplated other than the potential liability for USF Red Star
discussed below.

Due to the shutdown of USF Red Star,  we are subject to  withdrawal  payments for up to 13  multi-employer  pension
plans. We are in the early stages of gathering  information to determine the extent of such  withdrawal  liability,
if any, from each of the plans,  and,  consequently,  are unable to estimate our ultimate  withdrawal  liability at
this time.  Given the  complexity  of the  calculations  along with the  expected  mitigation  relative  to the USF
Holland  expansion,  the final withdrawal  liability may be material to our financial position but cannot currently
be  estimated,  and  therefore  we have not  accrued any costs.  We believe  the process  will likely take at least
several months,  but it could extend to a year or more for the following  reasons:  the time it will take to gather
information  from the pension  plans and analyze such  information,  substantial  negotiations  with these  pension
plans over withdrawal liability and any potential arbitration of the issues and other legal proceedings.

We are routinely involved in a number
of legal proceedings and claims arising in the ordinary course of business, primarily
involving claims for bodily injury and property damage incurred in the transportation of
freight. The following reflects the accruals estimated for the ultimate cost of
self-insured claims incurred, but not paid, for bodily injury, property damage, cargo loss
and damage, and workers compensation.

|          | As of
July 3, 2004 | As of
July 5, 2003
|--------- | ------------------ | ------------------
|Current   |                    |                   
|Long-term |                    |                   
|          |                    |                   
|Total     |                    |                   
|          |                    |                   

10

---

Notes to Condensed
Consolidated Financial Statements (Unaudited)(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

We believe the outcome of these
matters is not expected to have any material adverse effect on our consolidated financial
position or results of our operations, and have been adequately provided for in our
financial statements.

We use underground storage tanks at
certain terminal facilities and maintain a comprehensive policy of testing, upgrading,
replacing or eliminating these tanks to protect the environment and comply with various
Federal and state laws. We take prompt remedial action whenever any contamination is
detected. When we can reasonably estimate liabilities associated with environmental
matters, we record the necessary accrual. As of July 3, 2004 there were no material
liabilities recorded.

# 9. Acquisitions

In February 2003, we acquired the
stock of System 81 Express, Inc. (System 81), a truckload carrier based in
Tennessee that owned or operated approximately 140 tractors and 260 trailers, for
approximately $1,900 in cash and $2,800 in assumed debt. In addition, contingent payments
totaling $314 were subsequently made to the former owners of System 81. Goodwill and other
intangible assets of $304 and $461, respectively, were recorded under the acquisition. The
year-to-date period ending July 3, 2004 includes approximately $900 in revenue associated
with the acquisition of System 81 that the year-to-date period ended July 5, 2003 does
not.

11

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations

# EXECUTIVE SUMMARY

We reported a loss from continuing
operations for the 2004 second quarter of $2,017, or ($.07) per diluted share.

On May 23rd we announced
the closure of our USF Red Star operations which served the Northeast portion of the US.
As a result of this closure pre-tax operating losses and shut-down costs of $21,359 were
included in the loss as well as a $5,980 charge related to an LTL information technology
project. Income from continuing operations, excluding the effects of USF Red Star and the
LTL information technology project, was $16,027, or $.58 earnings per diluted share.

Our LTL segment reported revenues of
$518,191 and operating income of $15,755. Revenue and operating income excluding the
impact of USF Red Star was $486,783 and $37,114, respectively. On a comparable basis this
represents an increase of $72,211 (or 17.4 %) and $9,735 (or 35.6 %), respectively, when
compared to the 2003 second quarter. Our inter-regional LTL product, USF PremierPlus®,
continued its strong revenue growth during the quarter with a 16% increase compared to the
prior quarter.

Subsequent to the USF Red Star
closure, we determined that the best way to serve our customers in the Northeast was to
expand USF Holland into that market. Therefore, on June 23rd we announced that
USF Holland will be opening eight terminals in the Northeast by early September.

Our Truckload segment reported an
operating profit of $607 for the 2004 second quarter compared to $962 for the 2003 second
quarter. This quarters operating profit was negatively impacted by higher fuel and
insurance costs, as well as driver shortages. We are disappointed with the performance in
this segment and have taken action to initiate improvement starting with the appointment
of a new president with considerable industry experience.

Our Logistics segment reported 2004
second quarter operating profit of $1,827, which was virtually the same as last year. This
segment is continuing to rebuild its revenue base after a major customers bankruptcy
in 2003.

Overall, we are pleased with the
progress we have made in improving our revenue growth and operating profit through our
Team One initiatives.  We will continue to execute against our strategic goals and
objectives and are confident we will improve shareholder value.

12

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# CONSOLIDATED RESULTS

Our revenue and net income/(loss) for
the quarters and year-to-date periods ended July 3, 2004 and July 5, 2003 were as follows:

|                  | Quarter Ended | Year-to-Date
|----------------- | ------------- | ------------
|
|Revenue           |               |             
|Net Income/(loss) |               |             
|                  |               |             

Our 2004 second quarter revenue
increased 7.9% from 2003 primarily due to strong growth in our LTL segment. The 2004
second quarter contains 28 fewer working days of USF Red Star revenue than 2003 as a
result of its closure. Excluding USF Red Star revenue from the second quarter of 2004 and
2003, our revenue increased 14.0%.

Our 2004 second quarter resulted in a
net loss of $2,017 and was negatively impacted by the closure of USF Red Star and the
write-down of an LTL information technology project. The net loss for the 2004 second
quarter includes USF Red Star after-tax operating losses and shutdown costs of $13,627,
the after-tax write-down of an LTL information technology project of $3,815 and the
after-tax write-off of intangible assets of $514 related to the closure of USF Red Star.
Our net income for the 2003 second quarter was negatively impacted by $1,200 after-tax
related to retirement costs for a former CEO.

Our net income for the year-to-date
period ended July 5, 2003 was also negatively impacted by an $1,148 after-tax write-off of
receivables in our Logistics segment and $1,467 after-tax charge due to a change in the
accounting for revenue and expense recognition. Effective January 1, 2003, we recognize
revenue for LTL and TL operations by the allocation of revenue between reporting periods
based on the relative transit time in each reporting period with expenses recognized as
incurred. This change was made to recognize the increase in our average length of haul of
freight, which resulted from our implementation of new marketing strategies.

13

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# Reconciliation of
Non-GAAP Financial Measures

We believe that excluding the impact
of: the closure of USF Red Star; the write-down of an LTL information technology project;
the retirement costs for a former CEO; and receivables write-off related to a major USF
Logistics customer that filed for bankruptcy from our reported results for both the
quarters and year-to-date-periods ended July 3, 2004 and July 5, 2003, respectively,
provide a better understanding of our ongoing financial performance.

The following table is provided as a
reconciliation of reported earnings and earnings per share to earnings and earnings per
share excluding non-comparable items.

|                                                                                                            | Quarter Ended July 3, 2004 | Quarter Ended July 5, 2003
|----------------------------------------------------------------------------------------------------------- | -------------------------- | --------------------------
|
|Income/(loss) from continuing operations before                                                             |                            |                           
|cumulative effect of accounting change - Per GAAP                                                           |                            |                           
|                                                                                                            |                            |                           
|Non-comparable items:                                                                                       |                            |                           
|USF Red Star operating losses and shutdown costs                                                            |                            |                           
|Write-off/amortization expense of USF Red Star intangible assets                                            |                            |                           
|Information technology write-down                                                                           |                            |                           
|Retirement costs for former CEO                                                                             |                            |                           
|Receivables write-off related to USF Logistics' customer                                                    |                            |                           
|                                                                                                            |                            |                           
|Total non-comparable items                                                                                  |                            |                           
|                                                                                                            |                            |                           
|Income from continuing operations excluding non-comparable items and cumulative effect of accounting change |                            |                           
|                                                                                                            |                            |                           
|Average shares outstanding - Diluted                                                                        |                            |                           
|                                                                                                            |                            |                           

|                                                                                                            | Year-to-Date Ended July 3,
2004 | Year-to-Date Ended July 5,
2003
|----------------------------------------------------------------------------------------------------------- | ------------------------------- | -------------------------------
|
|Income from continuing operations before                                                                    |                                 |                                
|cumulative effect of accounting change - Per GAAP                                                           |                                 |                                
|                                                                                                            |                                 |                                
|Non-comparable items:                                                                                       |                                 |                                
|USF Red Star operating losses and shutdown costs                                                            |                                 |                                
|Write-off/amortization expense of USF Red Star intangible assets                                            |                                 |                                
|Information technology write-down                                                                           |                                 |                                
|Retirement costs for former CEO                                                                             |                                 |                                
|Receivables write-off related to USF Logistics' customer                                                    |                                 |                                
|                                                                                                            |                                 |                                
|Total non-comparable items                                                                                  |                                 |                                
|                                                                                                            |                                 |                                
|Income from continuing operations excluding non-comparable items and cumulative effect of accounting change |                                 |                                
|                                                                                                            |                                 |                                
|Average shares outstanding - Diluted                                                                        |                                 |                                
|                                                                                                            |                                 |                                

Excluding non-comparable items, our
income from continuing operations increased $5,199 or 48% in the 2004 second quarter
compared to the 2003 second quarter, and increased $5,762 or 29.7% for the year-to-date
period ended July 3, 2004 compared to the year-to-date period ended July 5, 2003.

14

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# RESULTS OF OPERATIONS

# LTL Trucking

Our revenue, income from operations,
and operating ratios for our LTL segment for the quarters and year-to-date periods ended
July 3, 2004 and July 5, 2003 were as follows:

|                       | Quarter Ended | Year-to-Date
|---------------------- | ------------- | ------------
|
|Total revenue          |               |             
|Income from operations |               |             
|Operating Ratio        |               |             
|                       |               |             

Our LTL segment includes our LTL
operating companies, each of which generates revenue from LTL and TL shipments. Revenue
from LTL shipments represents over 90% of the revenue in the LTL segment. LTL statistics
presented in the table below exclude TL shipments.

|                   | LTL Statistics
|------------------ | --------------
|
|July 3, 2004       |               
|July 5, 2003       |               
|                   |               
|Year-to-Date Ended |               
|                   |               
|July 3, 2004       |               
|July 5, 2003       |               
|                   |               

In the 2004 second quarter our LTL
segments total revenue increased from the 2003 second quarter by 9.7% and income
from operations decreased by 37.7%. The following provides an understanding of the factors
that impacted our operating results in the 2004 second quarter compared to the 2003 second
quarter:

| |  | On May 23, 2004 we announced  the closure of our USF Red Star  operations  in the  Northeast  and incurred
     $21,359 in pre-tax  operating  losses and shutdown  costs which were reported in the LTL segment.  Included in
     these costs was $5,007 for  severance,  $1,348 for operating  lease and property tax  obligations at terminals
     which are no longer in use,  $3,694 for  write-offs  of various  assets that do not have any value as a result
     of the closure and an increase in allowance for uncollectible  accounts,  and $6,672 for additional  insurance
     accruals  and shutdown  staffing  costs.  The closure of USF Red Star  negatively  impacted the LTL  segments
     statistics and operating results for 2004.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | LTL
segment total revenue increased 9.7%. Excluding USF Red Star, total revenue increased
17.4% due to the continued growth of USF PremierPlus® inter-regional service and
generally favorable economic conditions for LTL trucking.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Income
from operations decreased 37.7% and our operating ratio increased from 94.6 to 97.0.
Excluding USF Red Star, income from operations increased 35.6% and our operating ratio
improved 100 basis points due to the strong revenue growth in the quarter and
cost-savings related to our best practices initiatives.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | USF
PremierPlus® revenue increased 15.5% to $66,488 as a result of our marketing and
service efforts in inter-regional transport. Excluding USF Red Star, USF PremierPlus®revenue
increased approximately 29%.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | LTL
tonnage increased 8.2% on strong revenue growth. Excluding USF Red Star, tonnage
increased approximately 14%.
| | - | -----------------------------------------------------------------------------------------------------------------

| |  | Revenue
per hundredweight decreased by 0.5% as a result of a 4.4% increase in average shipment
weight of 49 pounds, and the loss of USF Red Star inbound and outbound USF PremierPlus® business,
which was generally higher yielding freight.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Total revenue and income from
operations for our LTL segment, excluding USF Red Star, increased 12.6% and 28.1%,
respectively, in the year-to-date period ended July 3, 2004 compared to the year-to-date
period ended July 5, 2003.

15

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# TL Trucking

|                       | Quarter Ended | Year-to-Date
|---------------------- | ------------- | ------------
|
|Revenue                |               |             
|Income from operations |               |             
|Operating Ratio        |               |             
|                       |               |             

The following provides an
understanding of the factors that impacted our operating results in the 2004 second
quarter compared to the 2003 second quarter:

| |  | Revenue
increased 4% but growth was limited by a shortage of drivers resulting in underutilized
trucks. The empty truck percentage in the 2004 second quarter was approximately 10%
limiting revenue growth.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Revenue
per loaded mile, excluding fuel surcharges, increased 2.8% as a result of the improving
economy, additional accessorial billings and rate increases with selected customers.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Operating
profits were negatively affected by increased fuel and self-insurance costs as well as
driver shortages. These additional costs were partially offset by a reduction in empty
miles.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue for our TL segment increased
$1,235 in the year-to-date period ended July 3, 2004 compared to the year-to-date period
ended July 5, 2003. The acquisition of System 81 Express, Inc. in February 2003 accounted
for $900 of the increase in revenue in 2004.

# Logistics

|                       | Quarter Ended | Year-to-Date
|---------------------- | ------------- | ------------
|
|Revenue                |               |             
|Income from operations |               |             
|Operating Ratio        |               |             
|                       |               |             
|                       |               |             

The following provides an
understanding of the factors that impacted our operating results in the 2004 second
quarter compared to the 2003 second quarter:

| |  | Revenue
decreased $1,203 or 1.8% as USF Logistics continues to rebuild its book of business after
the bankruptcy of a major customer in the first quarter of 2003. This decrease was
partially offset through increased revenue of $3,500 with existing customers as well as
new customers in our transportation management, ocean freight forwarding and Canadian
operations.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The 2003 first quarter included a
receivables write-off of $2,000 related to the major customers bankruptcy. Adjusted
for the receivables write-off, income from operations in the year-to-date period ended
July 3, 2004 was $881 lower than the year-to-date period ended July 5, 2003 primarily due
to the reduction in revenue during the first quarter 2004.

16

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# Corporate and Other

|                  | Quarter Ended | Year-to-Date
|----------------- | ------------- | ------------
|
|Corporate & Other |               |             
|                  |               |             
|                  |               |             

The following provides an
understanding of the factors that impacted our operating results in the 2004 second
quarter compared to the 2003 second quarter:

| |  | We
recorded an impairment charge of $5,980 for an LTL information technology project that
was abandoned as a result of software stability and performance issues. As a result of
these software issues, we decided to discontinue the project during the quarter.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Intangible
assets of $805 related to the acquisition of Plymouth Rock Transportation Corporation
were written-off due to the closure of USF Red Star.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Depreciation
expense increased by $964 as a result of capital expenditures made on information
technology projects in prior years that are now being depreciated.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
remainder of the increase in expense is primarily the result of consulting fees that were
incurred in the 2004 second quarter related to several of our revenue enhancement and
best practices initiatives, and additional employee costs that were incurred
related to management additions at the corporate office.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
2003 second quarter included $2,100 in retirement related costs for a former CEO.
| | - | -------------------------------------------------------------------------------------

# Non-operating Income and
Expense

Interest expense principally includes
interest on our guaranteed unsecured notes of $250,000. We had cash invested in interest
bearing instruments during the second quarters of 2004 and 2003. At the end of the second
quarters of 2004 and 2003, we had cash and cash equivalents of $143,963 and $57,451,
respectively.

# OutlookUnknown
Trends or Uncertainties

We expect improvement in our
operating results in 2004 as a result of an improved economy and our strategic
initiatives. We believe our 2004 initiatives will provide increased revenue opportunities
and generate cost savings through operational efficiencies. We believe achieving improved
operating results are dependent on us executing our strategic initiatives, the level of
competition, and the extent of the improvement in the US economy. We currently estimate
that our full year earnings per share, excluding the effects of USF Red Star
, both current and ongoing and the information technology write-down, will be in the $1.95  $2.15 range.

We have been subject to organization
efforts by the International Brotherhood of Teamsters. We understand there will be union
issues over time. We will deal with these organization efforts appropriately, but
ultimately we cannot predict the outcome of these activities.

17

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# LIQUIDITY AND CAPITAL
RESOURCES

The following is a table of our
contractual obligations and other commercial commitments as of July 3, 2004:

|                              | Payments & Commitments by Period
|----------------------------- | --------------------------------
|
|Contractual Obligations       |                                 
|Long-Term Debt                |                                 
|Operating Leases              |                                 
|                              |                                 
|Total Contractual Obligations |                                 
|                              |                                 
|Other Commitments             |                                 
|Mexico Loan (1)               |                                 
|Purchase Commitments (2)      |                                 
|                              |                                 
|Total Commitments             |                                 
|                              |                                 

(1)    
          As of July 3, 2004, we invested $8,308 in the form of a loan, which can be
          increased to $10,000. (2) At July 3, 2004 our capital purchase commitments
          included $1,500 for land and improvements, $64,420 for revenue equipment and
          $641 for information technology related projects.

We believe that projected cash flows
from operating activities, cash on hand and funding from our committed credit facilities
will be adequate to finance our anticipated cash needs for 2004.

# Sources and Uses of Cash

Cash increased by $22,304 in the
year-to-date period ended July 3, 2004 to $143,963 compared to an increase of $3,293in
the year-to-date period ended July 5, 2003 to $57,451.

# Operations

Our primary sources and uses of cash result from the realization of trade accounts receivable and settlement of
payroll, trade accounts payable, and operating accruals including insurance and claims as part of our ongoing
operating activities.  As a result of the shutdown of USF Red Star, we are subject to withdrawal payments for up
to 13 multi-employer pension plans.  These potential withdrawal payments and USF Red Star shutdown costs may
reduce our cash position as payments are made.  However, we do not believe the closure of USF Red Star
materially changes the underlying drivers of our operating cash flows.  We believe that cash generated from our
core operations and cash on hand will be sufficient to fund our operations and any potential liabilities
resulting from the closure of USF Red Star.

Net cash provided by operating  activities  decreased $5,372 in the year-to-date period ended July 3, 2004 compared
to the  year-to-date  period ended July 5, 2003. This was primarily due to a decrease in net income and an increase
in trade receivables.

18

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# Investing

We maintain an appropriate level of
tractors and trailers to ensure the effectiveness of our operations. Purchases of tractors
and trailers have been, and are expected to be, our most significant type of capital
expenditure. These purchases can be deferred or accelerated in order for us to respond to
changes in economic conditions and the market for these assets. Purchases of tractors and
trailers were $31,297 and $23,712, and total capital expenditures were $57,524 and $69,409
during the first half of 2004 and 2003, respectively. Purchases of land and buildings in
the first half of 2004 were $11,299 compared to $18,967 in the first half of 2003.

In the 2004 second quarter, we
increased our loan related to our Mexican joint venture by $2,443 to $8,308.

# Financing

We have a $200,000 committed credit
facility that expires in October 2005. The facility allows up to $125,000 for standby
letters of credit to cover our self-insurance programs and other miscellaneous letter of
credit requirements. In addition to our committed credit facility, we maintain an
uncommitted line of credit, which provides $10,000 of short-term funds. At July 3, 2004,
we had no borrowings under these facilities and had $100,634 of outstanding standby
letters of credit under the revolving credit facility.

Our external debt financing
arrangements are discussed in Note 4 to the Condensed Consolidated Financial Statements.

# Debt Instruments,
Guarantees, and Related Covenants

Our financing arrangements include covenants
that require us to comply with certain financial ratios including net worth and funded
debt to adjusted cash flows. We are in compliance with these covenants and do not believe
these covenants would restrict us from securing additional financing, if necessary.

# Dividends

Our quarterly dividend rate is .0933
per share. During the 2004 second quarter, we paid cash dividends totaling $2,584.

19

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# Item 3. Quantitative and
Qualitative Disclosures about Market Risk

We are exposed to the impact of
interest rate changes. Our exposure to changes in interest rates is limited to our
short-term investments and borrowings under a line of credit agreement, which has variable
interest rates tied to LIBOR. There have been no borrowings under this agreement in the
current year-to-date period nor during 2003. In addition, we have $150,000 of unsecured
notes with an 8 1/2% fixed annual interest rate and $100,000 of unsecured notes with a 6
1/2% fixed annual interest rate. We have no hedging instruments. At July 3, 2004, we had
approximately $131,500 in short-term investments.

We have a $200,000 credit facility
with a group of banks that will expire in October 2005. This facility is for working
capital, general corporate funding needs, and up to $125,000 for letters of credit issued
under our self-insurance program. As of July 3, 2004 we had no borrowings drawn under the
facility and $100,634 in issued letters of credit.

The facility bears interest at LIBOR,
plus a margin depending on our debt rating. In addition, there are other fees associated
with the facility and certain financial covenants including minimum net worth and maximum
funded debt to adjusted cash flow.

# Item 4. Controls and
Procedures

In order to ensure that information
for disclosure in our filings of periodic reports with the Securities and Exchange
Commission is identified, recorded, processed, summarized, and reported on a timely basis,
we have adopted disclosure controls and procedures. Our Chief Executive Officer, Richard
P. DiStasio, and our Chief Financial Officer, Thomas E. Bergmann, have reviewed and
evaluated our disclosure controls and procedures as of August 3, 2004, and have concluded
that our disclosure controls and procedures were adequate as of that date.

There were no changes in our internal
controls over financial reporting identified in connection with the foregoing evaluation
that occurred during our current years second quarter that has materially affected,
or is reasonably likely to materially affect, our internal controls over financial
reporting.

20

---

(Dollars
in Thousands, Except Share and Per Share Amounts, Unless Otherwise Indicated)

# PART II: OTHER
INFORMATION

# Item 1. Legal
Proceedings.

Our trucking subsidiaries are parties
to a number of proceedings brought under the Comprehensive Environmental Response,
Compensation and Liability Act, (CERCLA). They have been made parties to these proceedings
as an alleged generator of waste disposed of at hazardous waste disposal sites. In each
case, the Government alleges that the parties are jointly and severally liable for the
cleanup costs. Although joint and several liability is alleged, these proceedings are
frequently resolved on the basis of the quantity of waste disposed of at the site by the
generator. Our potential liability varies greatly from site to site. For some sites the
potential liability is de minimisand for others the costs of cleanup have not yet
been determined. It is not feasible to predict or determine the outcome of these or
similar proceedings brought by state agencies or private litigants. We believe such
liability, if any, would not materially adversely affect our financial condition or
results of operations.

On December 23, 2003, Idealease
Services, Inc. (Idealease) filed a complaint against USF Logistics, in the Circuit
Court of Cook County in Chicago, Illinois. Idealease is asking the court to require
USF Logistics to specifically perform an alleged contractual obligation to buy back from
Idealease a fleet of vehicles it claims is valued at approximately $14,500 or to pay
Idealease that amount. Idealease also contends that USF Logistics is liable for $557 in lease
payments and that certain riders to a lease agreement are invalid due to a lack of
consideration. USF Logistics denies the material allegations in the Idealease complaint and
plans to vigorously contest the lawsuit in court.

We are involved in other litigation
arising in the ordinary course of business, primarily involving claims for bodily injury,
property damage, and workers compensation. We believe the ultimate recovery or
liability, if any, resulting from such litigation, individually or in total, would not
materially adversely affect our financial condition or results of operations.

21

---

# Item 2. Changes in
Securities and Use of Proceeds.

N/A

# Item 3. Defaults Upon
Senior Securities.

N/A

# Item 4. Submission of Matters to a Vote of Security Holders.

| | (a) | On May 4, 2004, the annual meeting of stockholders of USF Corporation was held
               pursuant to notice. A total of 26,173,835 of the Company's shares were present or
represented by proxy at the meeting.  This represented more than 94% of
the Company's shares outstanding.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Neil A. Springer and Richard P. DiStasio were elected directors at the meeting.
               The following directors term of office continued after the meeting:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                      |                 
|--------------------- | ----------------
|Morley Koffman        | Anthony J. Paoni
|Stephen W. Lilienthal | Paul J. Liska   

| | (c) | (1) 
Election of Directors
| | --- | --------------------------

|                    |            |               
|------------------- | ---------- | --------------
|                    | VOTES FOR  | VOTES WITHHELD
|Neil A. Springer    | 25,318,983 | 896,952       
|Richard P. DiStasio | 25,322,664 | 883,271       

| | (d) | N/A
| | --- | ---

22

---

# Item 5. Other
Information.

N/A

# Item 6. Exhibits and
Reports on Form 8-K.

| | (a) | Exhibits
| | --- | --------

| | 1. | Exhibit
31.1-Section 302 Certification of Chief Executive Officer.
| | -- | ------------------------------------------------------------------

| | 2. | Exhibit
31.2-Section 302 Certification of Chief Financial Officer.
| | -- | ------------------------------------------------------------------

| | 3. | Exhibit
32.1-Statement of Chief Executive Officer Pursuant to Section 1350(a) of
               Title 18, United States Code (furnished not filed with this Quarterly
Report on                Form 10-Q).
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Exhibit
32.2-Statement of Chief Financial Officer Pursuant to Section 1350(a) of
               Title 18, United States Code (furnished not filed with this Quarterly
Report on                Form 10-Q).
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Current
Reports on Form 8-K were filed:
| | --- | ---------------------------------------

| | 1. | A
Current Report on Form 8-K was filed on May 5, 2004 announcing the election of
               Richard P. DiStasio, the Companys President and Chief Executive
Officer,                to the position of Chairman of the Board.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | A
Current Report on Form 8-K was filed on May 21, 2004 announcing USF Red Star
               Inc.s filing of a petition with the National Labor Relations Board
in                response to a job action by the International Brotherhood of Teamsters
which                resulted in a work stoppage at all of USF Red Stars
facilities.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | A
Current Report on Form 8-K was filed on May 23, 2004, announcing USF
               Corporations decision to shut down its USF Red Star Inc. subsidiary
               effective immediately.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | A
Current Report on Form 8-K was filed on May 25, 2004 announcing disclosures
               that were made by the company during a conference call on May 24, 2004.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | A
Current Report on Form 8-K was filed on June 23, 2004 announcing USF Holland
               Inc.s expansion operations in the Northeast into a large portion of
the                service area vacated by the closure of USF Red Star Inc.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

---

# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. Dated August 3, 2004.

|    | USF CORPORATION                                                                                     
|--- | ----------------------------------------------------------------------------------------------------
|By: | /s/ Thomas E. Bergmann
Thomas E. Bergmann
Senior Vice President, Finance
and Chief Financial Officer

|    |                                                                                                 
|--- | ------------------------------------------------------------------------------------------------
|By: | /s/ James T. Castro
James T. Castro
Vice President, Controller and Principal
 Accounting Officer

24

---

# EXHIBIT 31.1

# CERTIFICATION

I, Richard P. DiStasio, certify that:

1.    
          I have reviewed this quarterly report on Form 10-Q of USF Corporation;

2.    
          Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this report;

4.    
          The registrants other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

|(a) | designed such disclosure controls and procedures, or caused such disclosure
                    controls and procedures to be designed under our supervision, to ensure that
                    material information relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those entities, particularly
                    during the period in which this report is being prepared;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | evaluated the effectiveness of the registrants disclosure controls and
                    procedures and presented in this report our conclusions about the effectiveness
                    of the disclosure controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | disclosed in this report any change in the registrants internal control
                    over financial reporting that occurred during the registrants most recent
                    fiscal quarter (the registrants fourth fiscal quarter in the case of an
                    annual report) that has materially affected, or is reasonably likely to
                    materially affect, the registrants internal control over financial
                    reporting; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.    
          The registrants other certifying officer and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions):

|(a) | all significant deficiencies and material weaknesses in the design or operation
                    of internal control over financial reporting which are reasonably likely to
                    adversely affect the registrants ability to record process, summarize and
                    report financial information; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | any fraud, whether or not material, that involves management or other employees
                    who have a significant role in the registrants internal control over
                    financial reporting.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: August 3, 2004

|    |                                                                                
|--- | -------------------------------------------------------------------------------
|By: | /s/ Richard P. DiStasio
Richard P. DiStasio
President & Chief Executive Officer

25

---

EXHIBIT 31.2

# CERTIFICATION

I, Thomas E. Bergmann, certify that:

1.    
          I have reviewed this quarterly report on Form 10-Q of USF Corporation;

2.    
          Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this report;

4.    
          The registrants other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

|(a) | designed such disclosure controls and procedures, or caused such disclosure
                    controls and procedures to be designed under our supervision, to ensure that
                    material information relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those entities, particularly
                    during the period in which this report is being prepared;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | evaluated the effectiveness of the registrants disclosure controls and
                    procedures and presented in this report our conclusions about the effectiveness
                    of the disclosure controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | disclosed in this report any change in the registrants internal control
                    over financial reporting that occurred during the registrants most recent
                    fiscal quarter (the registrants fourth fiscal quarter in the case of an
                    annual report) that has materially affected, or is reasonably likely to
                    materially affect, the registrants internal control over financial
                    reporting; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.    
          The registrants other certifying officer and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions):

|(a) | all significant deficiencies and material weaknesses in the design or operation
                    of internal control over financial reporting which are reasonably likely to
                    adversely affect the registrants ability to record process, summarize and
                    report financial information; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | any fraud, whether or not material, that involves management or other employees
                    who have a significant role in the registrants internal control over
                    financial reporting.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: August 3, 2004

|    |                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------
|By: | /s/ Thomas E. Bergmann
Thomas E. Bergmann
Senior Vice President, Finance
and Chief Financial Officer

26

---

EXHIBIT 32.1

# CERTIFICATION OF
PRESIDENT & CHIEF EXECUTIVE OFFICER

# PURSUANT TO 18 U.S.C.
SECTION 1350(a)

In connection with the accompanying
Quarterly Report on Form 10-Q of USF Corporation for the quarter ended July 3, 2004, I,
Richard P. DiStasio, President & Chief Executive Officer of USF Corporation, 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 Quarterly Report on Form l0-Q for the quarter ended July 3, 2004, 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 Quarterly Report on Form 10-Q for the quarter
          ended July 3, 2004, fairly presents, in all material respects, the financial
          condition and results of operations of USF Corporation.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A signed original of this written
statement required by Section 906 has been provided to USF Corporation and will be
retained by USF Corporation and furnished to the Securities and Exchange Commission or its
staff upon request.

|    |                                                                                
|--- | -------------------------------------------------------------------------------
|By: | /s/ Richard P. DiStasio
Richard P. DiStasio
President & Chief Executive Officer

Date: August 3, 2004

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EXHIBIT 32.2

# CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER

# PURSUANT TO 18 U.S.C.
SECTION 1350(a)

In connection with the accompanying
Quarterly Report on Form 10-Q of USF Corporation for the quarter ended July 3, 2004, I,
Thomas E. Bergmann, Senior Vice President, Finance and Chief Financial Officer of USF
Corporation, 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 Quarterly Report on Form l0-Q for the quarter ended July 3, 2004, 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 Quarterly Report on Form 10-Q for the quarter
          ended July 3, 2004, fairly presents, in all material respects, the financial
          condition and results of operations of USF Corporation.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A signed original of this written
statement required by Section 906 has been provided to USF Corporation and will be
retained by USF Corporation and furnished to the Securities and Exchange Commission or its
staff upon request.

|    |                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------
|By: | /s/ Thomas E. Bergmann
Thomas E. Bergmann
Senior Vice President, Finance
and Chief Financial Officer

Date: August 3, 2004

28

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