1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 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 0-12255 YELLOW CORPORATION ------------------ (Exact name of registrant as specified in its charter) Delaware 48-0948788 - ----------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10990 Roe Avenue, P.O. Box 7563, Overland Park, Kansas 66207 - ------------------------------------------------------ --------- (Address of principal executive offices) (Zip Code) (913) 696-6100 -------------- (Registrant's telephone number, including area code) No Changes - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. <TABLE> <CAPTION> Class Outstanding at April 30, 1999 ----- ----------------------------- <S> <C> Common Stock, $1 Par Value 24,834,917 shares </TABLE>
2 YELLOW CORPORATION INDEX <TABLE> <CAPTION> Item Page - ---- ---- <S> <C> <C> PART I 1. Financial Statements Consolidated Balance Sheets - March 31, 1999 and December 31, 1998 3 Statements of Consolidated Operations - Three Months Ended March 31, 1999 and 1998 4 Statements of Consolidated Cash Flows - Three Months Ended March 31, 1999 and 1998 5 Notes to Consolidated Financial Statements 6 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II 6. Exhibits and Reports on Form 8-K 14 Signatures 15 </TABLE> 2
3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS Yellow Corporation and Subsidiaries (Amounts in thousands except share data) (Unaudited) <TABLE> <CAPTION> March 31, December 31, 1999 1998 ----------- ----------- <S> <C> <C> ASSETS CURRENT ASSETS: Cash $ 35,683 $ 25,522 Accounts receivable 252,927 272,436 Prepaid expenses and other 55,453 76,657 ----------- ----------- Total current assets 344,063 374,615 ----------- ----------- PROPERTY AND EQUIPMENT: Cost 1,906,611 1,897,029 Less - Accumulated depreciation 1,203,828 1,194,227 ----------- ----------- Net property and equipment 702,783 702,802 ----------- ----------- OTHER ASSETS 28,134 28,268 ----------- ----------- $ 1,074,980 $ 1,105,685 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and checks outstanding $ 101,372 $ 147,644 Wages and employees' benefits 142,439 119,347 Other current liabilities 147,018 149,127 Current maturities of long-term debt 77 77 ----------- ----------- Total current liabilities 390,906 416,195 ----------- ----------- OTHER LIABILITIES: Long-term debt 156,765 156,988 Deferred income taxes 19,733 18,433 Claims, insurance and other 142,413 142,817 ----------- ----------- Total other liabilities 318,911 318,238 ----------- ----------- SHAREHOLDERS' EQUITY: Common stock, $1 par value 29,368 29,356 Capital surplus 15,099 14,948 Retained earnings 408,037 403,262 Accumulated other comprehensive income (2,285) (3,163) Treasury stock (85,056) (73,151) ----------- ----------- Total shareholders' equity 365,163 371,252 ----------- ----------- $ 1,074,980 $ 1,105,685 =========== =========== </TABLE> The accompanying notes are an integral part of these statements. 3
4 STATEMENTS OF CONSOLIDATED OPERATIONS Yellow Corporation and Subsidiaries For the Three Months Ended March 31 (Amounts in thousands except per share data) (Unaudited) <TABLE> <CAPTION> 1999 1998 --------- --------- <S> <C> <C> OPERATING REVENUE $ 727,498 $ 692,460 --------- --------- OPERATING EXPENSES: Salaries, wages and employees' benefits 473,557 450,368 Operating expenses and supplies 113,270 110,627 Operating taxes and licenses 23,109 23,706 Claims and insurance 16,077 17,082 Depreciation and amortization 24,659 26,881 Purchased transportation 65,074 54,887 --------- --------- Total operating expenses 715,746 683,551 --------- --------- INCOME FROM OPERATIONS 11,752 8,909 --------- --------- NONOPERATING EXPENSES: Interest expense 2,853 3,099 Other, net 666 232 --------- --------- Nonoperating expenses, net 3,519 3,331 --------- --------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 8,233 5,578 INCOME TAX PROVISION 3,458 1,815 --------- --------- INCOME FROM CONTINUING OPERATIONS 4,775 3,763 Loss from discontinued operations, net -- (4,410) --------- --------- NET INCOME (LOSS) $ 4,775 $ (647) ========= ========= AVERAGE SHARES OUTSTANDING - Basic 25,411 27,904 ========= ========= AVERAGE SHARES OUTSTANDING - Diluted 25,615 28,286 ========= ========= BASIC EARNINGS (LOSS) PER SHARE: Income from continuing operations $ .19 $ .14 Loss from discontinued operations, net -- (.16) --------- --------- Net income (loss) $ .19 $ (.02) ========= ========= DILUTED EARNINGS (LOSS) PER SHARE: Income from continuing operations $ .19 $ .13 Loss from discontinued operations, net -- (.15) --------- --------- Net income (loss) $ .19 $ (.02) ========= ========= </TABLE> The accompanying notes are an integral part of these statements. 4
5 STATEMENTS OF CONSOLIDATED CASH FLOWS Yellow Corporation and Subsidiaries For the Three Months Ended March 31 (Amounts in thousands) (Unaudited) <TABLE> <CAPTION> 1999 1998 -------- -------- <S> <C> <C> OPERATING ACTIVITIES: Net cash from operating activities $ 49,969 $ 46,365 -------- -------- INVESTING ACTIVITIES: Acquisition of property and equipment (32,308) (13,397) Proceeds from disposal of property and equipment 3,765 9,615 Net investment in discontinued operations -- (263) -------- -------- Net cash used in investing activities (28,543) (4,045) -------- -------- FINANCING ACTIVITIES: Treasury stock purchase (11,196) (16,196) Proceeds from stock options and other, net 202 362 Repayment of long-term debt (271) (1,342) -------- -------- Net cash used in financing activities (11,265) (17,176) -------- -------- NET INCREASE IN CASH 10,161 25,144 CASH, BEGINNING OF PERIOD 25,522 17,703 -------- -------- CASH, END OF PERIOD $ 35,683 $ 42,847 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes (received) paid, net $ 960 $ (9,030) ======== ======== Interest paid $ 519 $ 363 ======== ======== </TABLE> The accompanying notes are an integral part of these statements. 5
6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Yellow Corporation and Subsidiaries 1. The accompanying consolidated financial statements include the accounts of Yellow Corporation and its wholly owned subsidiaries (the company) and have been prepared by the company, without audit by independent public accountants, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the results of operations for the interim periods included herein have been made. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from these statements pursuant to such rules and regulations. Accordingly, the accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements included in the company's 1998 Annual Report to Shareholders. 2. The company provides freight transportation services primarily to the less-than-truckload (LTL) market in North America through its subsidiaries, Yellow Freight System, Inc. (Yellow Freight), Saia Motor Freight Line, Inc. (Saia), WestEx, Inc. (WestEx) and Action Express, Inc. (Action). YCS International (YCS) provides global transportation solutions through fully integrated ocean, land and air transportation services. Yellow Services, Inc. (Yellow Services), is a subsidiary that provides information technology and other services to the company and its subsidiaries. Yellow Freight comprises approximately 84 percent of total revenue while Saia comprises approximately 12 percent. 3. The company reports financial and descriptive information about its reportable operating segments, on a basis consistent with that used internally for evaluating segment performance and allocating resources to segments. Consistent with the Business Segments disclosure in the company's 1998 Annual Report to Shareholders, the company has two reportable segments, strategic business units that offer different products and services. The National segment is comprised of the operations of Yellow Freight, a carrier that provides comprehensive national LTL service as well as international service throughout North America. The Southeast regional segment consists of the operations of Saia, a regional LTL carrier that provides overnight and second-day service in twelve southeastern states and Puerto Rico. 6
7 The segments are managed separately because each requires different operating, technology and marketing strategies and processes. The company evaluates performance primarily on operating income and return on capital. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the company's 1998 Annual Report to Shareholders. The company also charges a trade name fee to Yellow Freight (1% of revenue) for use of the company's trademark. Interest and intersegment transactions are recorded at current market rates. Income taxes are allocated in accordance with a tax sharing agreement in proportion to each segment's contribution to the parent's consolidated tax status. The following table summarizes the company's continuing operations by business segment (in thousands): <TABLE> <CAPTION> S.E. Corporate National Regional And Other Consolidated March 31, 1999 <S> <C> <C> <C> <C> Operating revenue $ 612,786 $ 86,253 $ 28,459 $ 727,498 Income from operations 8,951 5,043 (2,242) 11,752 Identifiable assets 798,955 222,088 53,937 1,074,980 March 31, 1998 Operating revenue $ 597,718 $ 80,271 $ 14,471 $ 692,460 Income from operations 7,406 4,224 (2,721) 8,909 Identifiable assets 908,237 185,422 117,031 1,210,690 </TABLE> 4. On June 1, 1998 the company reached agreement in principle to sell Preston Trucking Company, Inc. (Preston Trucking) its Northeast regional LTL segment to a management group of three senior officers of Preston Trucking. Preston Trucking is a regional carrier serving the Northeast, Mid-Atlantic and Central States. The sale resulted in a noncash charge of $63.6 million net of anticipated tax benefits of approximately $28.0 million in 1998. The results of Preston Trucking have been classified as discontinued operations in the consolidated financial statements. No interest charges have been allocated to discontinued operations and the company does not anticipate any material change in the loss recorded on disposal of the discontinued operations. 5. The difference between average common shares outstanding used in the computation of basic earnings per share and fully diluted earnings per share is attributable to outstanding common stock options. 6. The company's comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income (loss) for the first quarter ended March 31, 1999 and 1998 was $5.7 million and ($0.6) million, respectively. 7
8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations FINANCIAL CONDITION March 31, 1999 Compared to December 31, 1998 Working capital is reduced through Yellow Freight's asset backed securitization agreement (ABS). Accounts receivable at March 31, 1999 and December 31, 1998 are net of $80 million and $43 million of receivables sold, resulting in a $37 million reduction in working capital during the period. Excluding the effects of the ABS transactions, working capital increased during the first three months of 1999, resulting in a $33.2 million working capital position at March 31, 1999 compared to a $1.4 million working capital position at December 31, 1998. The increase in working capital was primarily the result of a $17.5 million increase in accounts receivable and a decrease in accounts payable and checks outstanding, partially offset by reductions in prepaids and increases in other current liabilities. The company can operate with a deficit working capital position because of rapid turnover of accounts receivable, effective cash management and ready access to funding. Total debt during the first three months of 1999 was virtually unchanged from December 31, 1998. Net capital expenditures for the first three months of 1999 were $28.5 million. Subject to ongoing review, total net capital spending for 1999 are expected to total approximately $147 million. During the quarter the company purchased 682,500 additional treasury shares. During April 1999 the company acquired 172,500 additional treasury shares and had remaining authorization to acquire $4.6 million in additional shares at April 30, 1999. RESULTS OF OPERATIONS Comparison of Three Months Ended March 31, 1999 and 1998 Continuing Operations: Net income for the quarter ended March 31, 1999 was $4.8 million or $.19 per share (diluted). Income from continuing operations for the quarter ended March 31, 1998 was $3.8 million or $.13 per share (diluted). Operating revenue for the 1999 first quarter was $727.5 million an increase of 5 percent over operating revenue of $692.5 million for the 1998 first quarter. First quarter 1999 net income improved $3.8 million over the 1998 first quarter after excluding gains on the sale of real estate assets recorded in 1998. There were no significant real estate gains in first quarter 1999. Yellow Freight System, the company's national LTL segment had operating income of $9.0 million for the first quarter of 1999 an increase of 21% over operating income of $7.4 million in the first quarter of 1998. Yellow Freight's first quarter 1999 operating revenue was $612.8 million compared to operating revenue of $597.7 million in the first quarter of 1998. Yellow Freight's operating ratio was 98.5 in the first quarter of 1999 versus 98.8 in the first quarter of 1998. Excluding the gain on the 1998 first quarter real estate transactions, Yellow Freight's 1998 first quarter operating ratio would have been 99.5. 8
9 LTL tonnage was up .7 percent in the first quarter compared to the 1998 quarter. The 1998 quarter was adversely affected by a freight diversion problem that resulted from customer concerns over labor contract negotiations and a possible strike. A continued strong pricing environment produced an LTL revenue per hundredweight increase of 3.1 percent over the 1998 quarter. Yellow Freight's total revenue increased 2.5 percent net of a reduction in truckload business. Saia Motor Freight, the company's southeast regional LTL segment had operating income of $5.0 million in the first quarter of 1999, a 19 percent increase over operating income of $4.2 million in the first quarter of 1998. Saia's operating revenue for the first quarter of 1999 was $86.3 million compared to $80.3 million for the first quarter of 1998. Saia's operating ratio improved to 94.2 for the first quarter of 1999 versus 94.7 in the 1998 first quarter. Saia's 1999 plans include resuming its geographic growth by opening three terminals in Virginia. The company plans to invest $42 million in Saia this year, mainly for network expansion, technology enhancements and new revenue equipment. WestEx, the company's regional carrier serving California and the Southwest, reported operating revenue of $16.3 million for the first quarter of 1999 compared to $14.5 million for the 1998 first quarter. Action Express, the company's regional carrier serving the Pacific Northwest and Rocky Mountain States had first quarter revenues of $8.3 million. Action Express was acquired in December 1998. WestEx reported a small operating profit for the 1999 first quarter while Action Express reported a small operating loss as both companies absorbed one-time expenses related to network realignments. Saia has absorbed Action Express operations in Texas. Action has taken over part of WestEx's operations in Colorado and Utah while WestEx has absorbed part of Action's California operations. During the first quarter of 1999, market fuel prices actually fell below the company's fuel hedge contract prices, depriving the company of approximately $.11 per share in fuel cost savings. As a result, of fuel price increases in March and April, current market prices approximate the company's current hedge contracts. The company remains substantially hedged for the balance of 1999 and a portion of 2000. Interest expense declined slightly between years as a result of reduced debt levels. The effective tax rate was 42.0 percent in the 1999 first quarter and 32.5 percent in the first quarter of 1998. The 1999 first quarter earnings per share results also reflect the impact of stock buyback programs which have reduced average shares outstanding by 9 percent compared to last year's first quarter. Year 2000 The company's Year 2000 project is intended to minimize the business impact of potential Year 2000 failures. Work efforts both to remediate and replace mainframe and client/server business applications have been completed on schedule. The remainder of the year will be used to finalize 9
10 business contingency plans, complete the planned rollout of equipment, and continue to retest systems for Year 2000 readiness. The company's Year 2000 strategy includes mainframe, mid-range, and client server applications, PCs, workstations, end-user computing, vendor software, equipment, environmental operations in terminals and offices, suppliers and customers. Inventory and assessment of all areas have been completed. Non-compliant vendor software and equipment determined to be critical to the business has been remediated. PC hardware is being replaced as needed through a systematic schedule of upgrades. The company's strategy also includes developing relationships with vendors who are working toward compliance. The company has material vendor relationships with financial institutions, utilities and telecommunication companies. These vendors indicate that they expect to achieve compliance and do not anticipate business interruptions as the century changes. The company is developing contingency plans to address potential Year 2000 scenarios that may arise with key vendors, customers and other external parties. However, these external risks are beyond the company's total control, thus there can be no assurance that all year 2000 risks can be contained by company contingency plans. The company began its Year 2000 project in 1995 and has estimated total project costs to be approximately $16 million. Through March 31, 1999 the company has incurred approximately $14.5 million which represents approximately 7.1% of its information technology budget over the project period. The company expensed $0.8 million of modification costs in the first quarter of 1999 compared to $1.8 million in the first quarter of 1998. Market Risk The company is exposed to a variety of market risks, including the effects of interest rates, fuel prices and foreign currency exchange rates. To ensure adequate funding through seasonal business cycles and minimize overall borrowing costs, the company utilizes a variety of both fixed rate and variable rate financial instruments with varying maturities. The company's long-term financing is generally at fixed rates. The company uses swaps as hedges in order to manage a portion of its exposure to variable diesel prices. These agreements provide protection from rising fuel prices, but limit the ability to benefit from price decreases below the purchase price of the agreement. The swap transactions are generally based on the price of heating oil. Based on historical information, the company believes the correlation between the market prices of diesel fuel and heating oil is highly effective. The company's revenues and operating expenses, assets and liabilities of its Canadian and Mexican subsidiaries are denominated in foreign currencies, thereby creating exposures to changes in exchange rates, however the risks related to foreign currency exchange rates are not material to the company's consolidated financial position or results of operations. The table below provides information about the company's debt instruments, including off balance sheet asset backed securitization (ABS), as of March 31, 1999. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. 10
11 Expected Maturity Date <TABLE> <CAPTION> There- Fair 1999 2000 2001 2002 2003 after Total Value -------- -------- -------- -------- -------- -------- -------- -------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Fixed Rate Debt $ -- $ 30.5 $ 8.3 $ 23.5 $ 20.7 $ 58.4 $ 141.4 $ 149.8 Average Interest Rate -- 6.84% 8.09% 7.33% 6.33% 6.78% Variable Rate Debt $ -- $ -- $ -- $ -- $ 5.0 $ 10.4 $ 15.4 $ 15.4 Average Interest Rate -- -- -- -- 4.23% 5.14% Off Balance Sheet - Asset Backed Securitization $ 80.0 $ 80.0 $ 80.0 Effective Interest Rate 5.23% </TABLE> The following table provides information about the company's diesel fuel hedging instruments that are sensitive to changes in commodity prices. The table presents notional amounts in gallons and the weighted average contract price by contractual maturity date as of March 31, 1999. The company maintained fuel inventories for use in normal operations at March 31, 1999, which were not material to the company's financial position and represented no significant market exposure. <TABLE> <CAPTION> Expected Maturity Date 1999 2000 Total ---- ---- ----- <S> <C> <C> <C> Heating Oil Swaps: Gallons (in millions) 88.7 45.3 134.0 Weighted Average Price per Gallon $ .4545 $ .4586 $ .4559 Fair Value (in millions) $ (0.9) Diesel Fuel Fixed Purchased Contracts: Gallons (in millions) 3.2 3.2 Weighted Average Price per Gallon $ .5170 $ .5170 Fair Value (in millions) (0.1) </TABLE> Statements contained herein that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the company's expectations, hopes, beliefs and intentions on strategies regarding the future. It is important to note that the company's actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including but not limited to inflation, labor relations, inclement weather, competitor pricing activity, year 2000 issues, expense volatility and a downturn in general economic activity. 11
12 Yellow Freight System, Inc. Financial Information For the Three Months Ended March 31, 1999 and 1998 (Amounts in thousands) <TABLE> <CAPTION> First Quarter ----------------------- 1999 1998 % ------- -------- --- <S> <C> <C> <C> Operating revenue 612,786 597,718 2.5 Operating income 8,951 7,406 Operating ratio 98.5 98.8 Total assets at March 31 798,955 908,237 </TABLE> <TABLE> <CAPTION> First Quarter First Quarter Amount/Workday ----------------------- --------------------------- 1999 1998 % 1999 1998 % -------- -------- ----- ---------- -------- ---- <S> <C> <C> <C> <C> <C> <C> <C> Workdays (63) (63) Financial statement LTL 564,225 543,173 3.9 8,956.0 8,621.8 3.9 revenue TL 49,420 51,846 (4.7) 784.4 823.0 (4.7) Other (859) 2,699 NM (13.6) 42.8 NM Total 612,786 597,718 2.5 9,726.8 9,487.6 2.5 Revenue excluding LTL 564,225 543,173 3.9 8,956.0 8,621.8 3.9 revenue recognition TL 49,420 51,846 (4.7) 784.4 823.0 (4.7) adjustment Other (7) 493 NM (0.1) 7.8 NM Total 613,638 595,512 3.0 9,740.3 9,452.6 3.0 Tonnage LTL 1,653 1,641 0.7 26.23 26.04 0.7 TL 334 367 (8.9) 5.30 5.83 (8.9) Total 1,987 2,008 (1.0) 31.53 31.87 (1.0) Shipments LTL 3,405 3,354 1.5 54.06 53.24 1.5 TL 45 50 (8.0) 0.72 0.79 (8.0) Total 3,450 3,404 1.4 54.77 54.03 1.4 Revenue/cwt. LTL 17.07 16.55 3.1 TL 7.39 7.07 4.6 Total 15.44 14.82 4.2 Revenue/shipment LTL 165.72 161.93 2.3 TL 1,084.54 1,047.24 3.6 Total 177.86 174.81 1.7 </TABLE> 12
13 Saia Motor Freight Line, Inc. Financial Information For the Three Months Ended March 31, 1999 and 1998 (Amounts in thousands) <TABLE> <CAPTION> First Quarter ----------------- 1999 1998 % ------ ------- ----- <S> <C> <C> <C> Operating revenue 86,253 80,271 7.5 Operating income 5,043 4,224 Operating ratio 94.2 94.7 Total assets at March 31 222,088 185,422 </TABLE> <TABLE> <CAPTION> First Quarter First Quarter Amount/Workday ----------------------- ------------------------- 1999 1998 % 1999 1998 % -------- -------- ----- --------- -------- ----- <S> <C> <C> <C> <C> <C> <C> <C> Workdays (63) (63) Financial statement LTL 77,417 72,425 6.9 1,228.8 1,149.6 6.9 revenue TL 8,836 7,846 12.6 140.3 124.5 12.6 Total 86,253 80,271 7.5 1,369.1 1,274.1 7.5 Revenue excluding LTL 77,755 72,724 6.9 1,234.2 1,154.3 6.9 revenue recognition TL 8,875 7,878 12.7 140.9 125.0 12.7 adjustment Total 86,630 80,602 7.5 1,375.1 1,279.3 7.5 Tonnage LTL 426 410 3.8 6.76 6.51 3.8 TL 143 132 8.5 2.28 2.10 8.5 Total 569 542 5.0 9.04 8.61 5.0 Shipments LTL 786 780 0.8 12.47 12.38 0.8 TL 14 14 2.3 0.23 0.22 2.3 Total 800 794 0.8 12.70 12.60 0.8 Revenue/cwt. LTL 9.13 8.86 3.0 TL 3.10 2.98 3.8 Total 7.61 7.44 2.4 Revenue/shipment LTL 98.98 93.27 6.1 TL 623.07 565.99 10.1 Total 108.31 101.51 6.6 </TABLE> 13
14 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) Annual Meeting of Stockholders on April 22, 1999 (b) The following directors were elected with the indicated number of votes set forth below. <TABLE> <CAPTION> For Withheld ---------- -------- <S> <C> <C> Klaus E. Agthe 21,375,684 422,952 Cassandra C. Carr 21,582,280 216,356 Howard M. Dean 21,284,724 513,912 Ronald T. LeMay 21,582,189 216,447 John C. McKelvey 21,582,386 216,250 A. Maurice Myers 21,574,339 224,297 William L. Trubeck 21,582,586 216,050 Carl W. Vogt 21,582,779 215,587 William D. Zollars 21,580,722 217,914 </TABLE> (c) The appointment of Arthur Andersen LLP as independent public accountants of the company for 1999 was voted on and approved at the meeting by the following vote. For: 21,705,518, Against: 76,199, Abstention: 16,919. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (10.10) - Employment Agreement for William D. Zollars (27) - Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K - None 14
15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. YELLOW CORPORATION ------------------------------------ Registrant Date: May 12, 1999 /s/ A. Maurice Myers ------------------------- ----------------------------------- A. Maurice Myers Chairman of the Board of Directors, President & Chief Executive Officer Date: May 12, 1999 /s/ H. A. Trucksess, III ------------------------- ----------------------------------- H. A. Trucksess, III Senior Vice President - Finance/ Chief Financial Officer & Treasurer 15