UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 29, 2004 ----------------- YELLOW ROADWAY CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-12255 48-0948788 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10990 Roe Avenue, Overland Park, Kansas 66211 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (913) 696-6100 -------------------
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial statements of businesses acquired. Not applicable (b) Pro forma financial information. Not applicable (c) Exhibits. 99.1 Press Release dated January 29, 2004. Item 12. Results of Operations and Financial Condition On January 29, 2004, Yellow Roadway Corporation announced its results of operations for the three months and twelve months ending December 31, 2003. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. YELLOW ROADWAY CORPORATION ------------------------------------- (Registrant) Date: January 29, 2004 By: /s/ Donald G. Barger, Jr. ----------------- ------------------------------------- Donald G. Barger, Jr. Senior Vice President and Chief Financial Officer
10990 Roe Avenue Overland Park, KS 66211-1213 (913) 696-6100 (913) 696-6116 FAX NEWS RELEASE Y E L L O W R O A D W A Y C O R P O R A T I O N -------------------------------------------------------------------------- JANUARY 29, 2004 FOR IMMEDIATE RELEASE YELLOW ROADWAY CORPORATION POSTS RECORD 4TH QUARTER >> YELLOW TRANSPORTATION ADJUSTED OPERATING INCOME UP 35 PERCENT FROM 4TH QUARTER 2002 >> MERIDIAN IQ REVENUE GROWTH OF 60 PERCENT FROM 4TH QUARTER 2002 >> EXACT EXPRESS, AN EXPEDITED SERVICE, GROWS REVENUE BY 56 PERCENT FROM 4TH QUARTER 2002 >> ROADWAY CORPORATION ACQUISITION COMPLETED ON DECEMBER 11, 2003 OVERLAND PARK, KAN. --- Yellow Roadway Corporation (NASDAQ: YELL) (Yellow Roadway) today announced fourth quarter 2003 adjusted earnings per share of $.71, up 42% from $.50 per share earned in the fourth quarter last year. This represents the best fourth quarter results in the 79-year history of the Yellow organization. These fourth quarter 2003 results exclude $.73 per share of costs; primarily attributed to the acquisition of Roadway and its results of operations from the date of acquisition through December 31, 2003. Reported fourth quarter 2003 results were a loss of $.02 per share. See the attached "Supplemental Financial Information" for more details related to these adjustments. "Joining forces with Roadway is a significant milestone, providing enhanced market reach and growth opportunities," said Bill Zollars - Chairman, President and CEO of Yellow Roadway Corporation. "We look forward to leveraging the capabilities of the new organization and achieving the synergies that are available to us. There are tremendous opportunities to optimize the best practices used by each organization while achieving cost savings." Revenue for the fourth quarter of 2003, excluding Roadway revenue since the date of acquisition, was $762 million, up 6.4%, from $717 million in the fourth quarter of 2002. Including revenue from the Roadway acquisition, consolidated revenue for the fourth quarter of 2003 was $903 million. "We experienced slightly improving economic conditions during the fourth quarter," said Zollars. "We grew revenue, excluding Roadway, by over 6 percent, even though we had challenging weather conditions and a difficult comparison to last year due to a business surge created by the closure of Consolidated Freightways in September 2002." Revenue growth came from increased business volumes, effective yield management, growth in premium services and an acquisition at Meridian IQ. Exact Express, our expedited, time-definite service, continues to grow rapidly, posting a 56% revenue improvement compared to fourth quarter 2002 and a 59% increase in revenue for the full year 2003 compared to 2002.
Yellow Roadway Corporation 2003 Fourth Quarter Financial Results // Page Two For the year ended December 31, 2003, Yellow Roadway highlights include: o Revenue of $2.93 billion, excluding Roadway, up 11.6% from $2.62 billion in the same period of 2002. Including revenue from the Roadway acquisition, consolidated revenue for the year 2003 was $3.07 billion. o Adjusted operating income of $117.4 million, excluding Roadway, compared to $55.3 million in the same period of 2002. Reported operating income of $88.6 million, nearly twice the $46.9 million earned in the same period of 2002. o Adjusted earnings per share of $2.27, excluding Roadway, compared to $1.03 in the same period of 2002. Reported earnings per share of $1.33 compared to $.84 in the same period of 2002. The consolidated balance sheet and statement of cash flows for Yellow Roadway will be filed in a Form 8-K within the next week. YELLOW TRANSPORTATION Yellow Transportation fourth quarter 2003 highlights include: o Revenue of $722 million, up 4.3% from $692 million in fourth quarter 2002. o Less-than-truckload (LTL) revenue per day was up 4.7% from the fourth quarter of 2002, primarily reflecting a 1.1% increase in LTL tonnage per day and a 3.6% improvement in LTL revenue per hundred weight (3.5% excluding fuel surcharge). o Adjusted operating income of $39.9 million, the most profitable fourth quarter in Yellow Transportation history, up from $29.6 million in fourth quarter 2002. Reported operating income of $21.2 million compared to $30.4 million in fourth quarter 2002. o Adjusted operating ratio of 94.5%, a 1.2 percentage point improvement from the fourth quarter 2002. Reported operating ratio of 97.1% compared to 95.6% in fourth quarter 2002. "Yellow Transportation continues to excel at yield management, cost control and service quality," said Zollars. "Maintaining the right balance between business volumes and yield resulted in significant profit enhancement." For the year ended December 31, 2003, Yellow Transportation highlights include: o Revenue of $2.81 billion, up 10.4% from $2.55 billion in the same period of 2002. o LTL revenue per day was up 10.7% from the same period of 2002, primarily reflecting a 5.5% increase in LTL tonnage per day and a 4.9% improvement in LTL revenue per hundred weight (3.6% excluding fuel surcharge). o Adjusted operating income of $138.9 million, the most profitable year in Yellow Transportation history, up from $71.1 million in the same period of 2002. Reported operating income of $119.9 million compared to $70.6 million in the same period of 2002. o Adjusted operating ratio of 95.1%, a 2.1 percentage point improvement from the same period of 2002, and the best since 1990. Reported operating ratio of 95.7% compared to 97.2% in the same period of 2002. o Adjusted operating income increased $68 million, while revenue was up $265 million from the same period of 2002, resulting in a 26% incremental margin.
Yellow Roadway Corporation 2003 Fourth Quarter Financial Results // Page Three ROADWAY As a result of the acquisition, Roadway has reported its results since December 11 under a new basis of accounting and has conformed its accounting policies to be consistent with the policies of Yellow Roadway. Therefore, Roadway fourth quarter 2003 results are not comparable to those from other historical accounting periods. For a summary of Roadway fourth quarter 2003 results, refer to the section in this release entitled "Supplemental Roadway Financial Information." At Roadway Express, total tonnage per day in fourth quarter 2003 was down 6.4%, primarily due to the difficult comparison to fourth quarter 2002. Since the Roadway fourth quarter contains 16 weeks, the entire fourth quarter of 2002 was impacted by increased volumes from the closure of Consolidated Freightways. Tonnage comparisons to the prior year improved throughout the fourth quarter. This trend continued into January 2004, to the point where volumes are within 2% of January 2003 levels. Roadway Express LTL revenue per hundred weight was up 3.9% in the fourth quarter of 2003 compared to the prior year when adjusted for significant changes in business mix, primarily a notable increase in weight per shipment. "We are encouraged by the improving tonnage trends and strengthening yields at Roadway Express and pleased with the continued solid performance at New Penn," Zollars stated. For additional statistical information related to the Roadway subsidiaries, refer to the sections in this release entitled "Statistical Information, Roadway Express" and "Statistical Information, New Penn." MERIDIAN IQ Meridian IQ fourth quarter 2003 highlights include: o Revenue of $42 million, up 60% from $26 million in fourth quarter 2002. o Adjusted operating income of $1.0 million, compared to $0.3 million in the fourth quarter of 2002. Reported operating income of $1.0 million, compared to a loss of $0.8 million in the fourth quarter of 2002. "Meridian IQ continues to gain momentum and show significant progress. Strong organic growth at existing service offerings and the contribution from the recent acquisition of GPS U.S. helped Meridian IQ to grow revenue and profitability," said Zollars. For the year ended December 31, 2003, Meridian IQ highlights include: o Revenue of $120 million, up 47% from $82 million in the same period of 2002. o Adjusted operating profit of $0.8 million compared to a $1.4 million loss in the same period of 2002. Reported operating income of $0.3 million, compared to a loss of $2.7 million in the same period of 2002.
Yellow Roadway Corporation 2003 Fourth Quarter Financial Results // Page Four OUTLOOK "For the full year 2004, we expect earnings to be between $2.70 and $3.30 per share, consistent with our previous guidance," Zollars stated. This is based on $6.5 billion in revenue, $50 million in interest expense, a consolidated income tax rate of 39% and average shares outstanding of 49 million. Net synergy cost savings are projected to be between $30 and $50 million for the full year 2004 and capital expenditures are expected to be $200 million. Economic assumptions include a 4% growth rate for GDP and industrial production in 2004. "With our significant operating leverage, we are well positioned to take advantage of improving economic conditions," Zollars continued. "For the first quarter of 2004, we expect earnings to be between $.25 and $.35 per share." REVIEW OF FINANCIAL RESULTS A teleconference review of Yellow Roadway Corporation fourth quarter 2003 financial results has been scheduled for Friday, January 30, 2004, beginning at 9:30 a.m. Eastern, 8:30 a.m. Central. Hosting the conference call will be: Bill Zollars - Chairman, President and CEO of Yellow Roadway Corporation; Don Barger - Sr. Vice President and CFO of Yellow Roadway Corporation; Jim Staley - President and CEO of Roadway; James Welch - President and CEO of Yellow Transportation; and Jim Ritchie - President and CEO of Meridian IQ. To participate, please dial 1-888-609-3912 and allow five to ten minutes prior to the start of the call. The conference call will be webcast live via StreetEvents at www.streetevents.com and via the Yellow Roadway Corporation Internet site www.yellowcorp.com. An audio playback will be available until February 10, 2004 by calling 1-800-642-1687 then dialing the access code 4131743. In addition, an audio playback will be available for 30 days via the StreetEvents and Yellow Roadway Corporation web sites.
Yellow Roadway Corporation 2003 Fourth Quarter Financial Results // Page Five This news release (and oral statements made regarding the subjects of this release, including on the conference call announced herein) contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "believe," "intend," and similar expressions are intended to identify forward-looking statements. 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 (without limitation), labor relations, inclement weather, price and availability of fuel, competitor pricing activity, expense volatility, ability to capture cost synergies, and a downturn in general or regional economic activity. The per share, income, operating income and operating ratio amounts included in this news release that exclude adjustments are representative of our ongoing business in the current period. Management does not consider these items when evaluating base financial performance. The statements of consolidated operations have an additional column with the results of the former Yellow Corporation entities only. Management feels these results are more comparable to the prior year period, as the results of Roadway are only included in the consolidated operations for the last twenty days of December 2003. Yellow Roadway Corporation is a Fortune 500 Company and one of the largest transportation service providers in the world. Through its subsidiaries including Yellow Transportation, Roadway Express, New Penn, Reimer Express, Meridian IQ and Yellow Technologies, Yellow Roadway offers its customers a wide range of asset and non-asset-based transportation services integrated by technology. The Yellow Roadway portfolio of brands provides a comprehensive array of services for the shipment of industrial, commercial and retail goods domestically and internationally. Headquartered in Overland Park, Kansas, Yellow Roadway Corporation employs approximately 50,000 people. Analyst Contact: Stephen Bruffett Yellow Roadway Corporation 913-696-6108 steve.bruffett@yellowroadway.com Media Contact: Suzanne Dawson Linden Alschuler & Kaplan 212-329-1420 sdawson@lakpr.com
STATEMENTS OF CONSOLIDATED OPERATIONS Yellow Roadway Corporation and Subsidiaries For the Three Months Ended December 31 (Amounts in thousands except per share data) (Unaudited) 2003 2003 2002 Consolidated (a) Yellow (b) Yellow (c) ------------ --------- --------- OPERATING REVENUE $ 903,365 $ 762,347 $ 716,812 --------- --------- --------- OPERATING EXPENSES: Salaries, wages and employees' benefits 584,379 490,537 452,702 Operating expenses and supplies 129,484 107,185 113,893 Operating taxes and licenses 24,038 19,675 19,787 Claims and insurance 27,698 23,950 12,094 Depreciation and amortization 25,192 20,992 20,406 Purchased transportation 104,205 85,338 72,401 Gains on property disposals, net (589) (584) (832) Acquisition, spin-off and reorganization charges 2,260 2,260 1,846 --------- --------- --------- Total operating expenses 896,667 749,353 692,297 --------- --------- --------- OPERATING INCOME 6,698 12,994 24,515 --------- --------- --------- NONOPERATING (INCOME) EXPENSES: Interest expense 8,810 8,126 2,158 ABS facility charges - - 351 Other (796) (1,018) (253) --------- --------- --------- Nonoperating expenses, net 8,014 7,108 2,256 --------- --------- --------- INCOME (LOSS) BEFORE INCOME TAXES (1,316) 5,886 22,259 INCOME TAX PROVISION (BENEFIT) (644) 2,000 8,064 --------- --------- --------- NET INCOME (LOSS) $ (672) $ 3,886 $ 14,195 ========= ========= ========= AVERAGE SHARES OUTSTANDING-BASIC 32,721 29,685 29,426 AVERAGE SHARES OUTSTANDING-DILUTED 33,098 30,062 29,815 BASIC EARNINGS (LOSS) PER SHARE $ (0.02) $ 0.13 $ 0.48 DILUTED EARNINGS (LOSS) PER SHARE (0.02) 0.13 0.48 (a) Represents the results of all Yellow Roadway entities including Roadway LLC entities for December 12 through 31. (b) As the results of Roadway LLC are only included in our consolidated operations for the last twenty days of the period in accordance with generally accepted accounting principles (GAAP), Yellow Roadway believes an investor's understanding of its results are enhanced by disclosing the three-month period excluding Roadway LLC. These results are more comparative to the prior year period and are used by management to evaluate the company's performance for the current period. To reconcile to the consolidated results including Roadway, an investor may take this column and add the results disclosed for Roadway LLC on the "Supplemental Roadway Financial Information" page attached. For a reconciliation of the diluted average shares outstanding, refer to the "Supplemental Financial Information" page attached. (c) On December 11, 2003, Yellow completed its acquisition of Roadway Corporation accounting for the transaction as a purchase under GAAP. As a result, the financial results prior to the acquisition have not been restated to include the results of Roadway.
STATEMENTS OF CONSOLIDATED OPERATIONS Yellow Roadway Corporation and Subsidiaries For the Twelve Months Ended December 31 (Amounts in thousands except per share data) (Unaudited) 2003 2003 2002 Consolidated (a) Yellow (b) Yellow (c) ------------ ----------- ----------- OPERATING REVENUE $ 3,068,616 $ 2,927,598 $ 2,624,148 ----------- ----------- ----------- OPERATING EXPENSES: Salaries, wages and employees' benefits 1,970,440 1,876,598 1,717,382 Operating expenses and supplies 449,825 427,526 385,522 Operating taxes and licenses 83,548 79,185 75,737 Claims and insurance 67,670 63,922 57,197 Depreciation and amortization 87,398 83,198 79,334 Purchased transportation 318,176 299,309 253,677 Losses (gains) on property disposals, net (167) (162) 425 Acquisition, spin-off and reorganization charges 3,124 3,124 8,010 ----------- ----------- ----------- Total operating expenses 2,980,014 2,832,700 2,577,284 ----------- ----------- ----------- OPERATING INCOME 88,602 94,898 46,864 ----------- ----------- ----------- NONOPERATING (INCOME) EXPENSES: Interest expense 20,606 19,922 7,211 ABS facility charges - - 2,576 Other 1,182 960 (509) ----------- ----------- ----------- Nonoperating expenses, net 21,788 20,882 9,278 ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 66,814 74,016 37,586 INCOME TAX PROVISION 26,131 28,775 13,613 ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS 40,683 45,241 23,973 Loss from discontinued operations, net - - (117,875) ----------- ----------- ----------- NET INCOME (LOSS) $ 40,683 $ 45,241 $ (93,902) =========== =========== =========== AVERAGE SHARES OUTSTANDING-BASIC 30,370 29,604 28,004 AVERAGE SHARES OUTSTANDING-DILUTED 30,655 29,889 28,371 BASIC EARNINGS (LOSS) PER SHARE: Income from continuing operations $ 1.34 $ 1.53 $ 0.86 Loss from discontinued operations - - (4.21) ----------- ----------- ----------- Net income (loss) $ 1.34 $ 1.53 $ (3.35) ----------- ----------- ----------- DILUTED EARNINGS (LOSS) PER SHARE: Income from continuing operations $ 1.33 $ 1.51 $ 0.84 Loss from discontinued operations - - (4.15) ----------- ----------- ----------- Net income (loss) $ 1.33 $ 1.51 $ (3.31) ----------- ----------- ----------- (a) Represents the results of all Yellow Roadway entities including Roadway LLC entities for December 12 through 31. (b) As the results of Roadway LLC are only included in our consolidated operations for the last twenty days of the period in accordance with generally accepted accounting principles (GAAP), Yellow Roadway believes an investor's understanding of its results are enhanced by disclosing the twelve-month period excluding Roadway LLC. These results are more comparative to the prior year period and are used by management to evaluate the company's performance for the current period. To reconcile to the consolidated results including Roadway, an investor may take this column and add the results disclosed for Roadway LLC on the "Supplemental Roadway Financial Information" page attached. For a reconciliation of the diluted average shares outstanding, refer to the "Supplemental Financial Information" page attached. (c) On December 11, 2003, Yellow completed its acquisition of Roadway Corporation accounting for the transaction as a purchase under GAAP. As a result, the financial results prior to the acquisition have not been restated to include the results of Roadway.
SUPPLEMENTAL FINANCIAL INFORMATION Yellow Roadway Corporation and Subsidiaries For the Three Months and Twelve Months Ended December 31 (Amounts in thousands except per share data) (Unaudited) Three Months Twelve Months ---------------------------- ------------------------------- 2003 2002 % 2003 2002 % ---------------------------------------------------------------------------------- Operating revenue: Yellow Transportation $ 722,007 $ 692,031 4.3 $ 2,811,892 $ 2,547,052 10.4 Meridian IQ 41,501 25,905 60.2 120,245 81,771 47.1 Corporate/Other (1,161) (1,124) (3.3) (4,539) (4,675) 2.9 ----------- ----------- ----------- ----------- Total Yellow only (a) 762,347 716,812 6.4 2,927,598 2,624,148 11.6 Roadway Express (b) 131,248 131,248 New Penn (b) 9,770 9,770 ----------- ----------- Consolidated 903,365 3,068,616 Reported operating income (loss): Yellow Transportation 21,210 30,418 (30.3) 119,906 70,594 69.9 Meridian IQ 961 (754) 227.5 288 (2,697) 110.7 Corporate/Other (9,177) (5,149) (78.2) (25,296)(c) (21,033) (20.3) ----------- ----------- ----------- ----------- Total Yellow only 12,994 24,515 (47.0) 94,898 46,864 102.5 Roadway Express (6,075) (6,075) New Penn (221) (221) ----------- ----------- Consolidated 6,698 88,602 Adjustments to operating income (loss) by segment (d): Yellow Transportation 18,641 (802) 19,020 523 Meridian IQ 57 1,056 482 1,299 Corporate/Other 2,478 760 2,960 6,613 ----------- ----------- ----------- ----------- Total Yellow only 21,176 1,014 22,462 8,435 Adjustments to operating income (loss) by type (d): Losses (gains) on property disposals (584) (832) (162) 425 Acquisition, spin-off and reorganization charges 2,260 1,846 3,124 8,010 Legal provision 2,000 - 2,000 - Conforming accounting policies 17,500 - 17,500 - ----------- ----------- ----------- ----------- Total Yellow only 21,176 1,014 22,462 8,435 Adjusted operating income (loss): Yellow Transportation 39,851 29,616 34.6 138,926 71,117 95.3 Meridian IQ 1,018 302 237.1 770 (1,398) 155.1 Corporate/Other (6,699) (4,389) (52.6) (22,336) (14,420) (54.9) ----------- ----------- ----------- ----------- Total Yellow only 34,170 25,529 33.8 117,360 55,299 112.2 Reported operating ratio: Yellow Transportation 97.1% 95.6% 95.7% 97.2% Total Yellow only 98.3% 96.6% 96.8% 98.2% Consolidated 99.3% 97.1% Adjusted operating ratio: Yellow Transportation 94.5% 95.7% 95.1% 97.2% Total Yellow only 95.5% 96.4% 96.0% 97.9% (Continued on next page)
SUPPLEMENTAL FINANCIAL INFORMATION Yellow Roadway Corporation and Subsidiaries For the Three Months and Twelve Months Ended December 31 (Amounts in thousands except per share data) (Unaudited) Three Months Twelve Months ------------------------- ----------------------- 2003 2002 2003 2002 ------------------------- ----------------------- Average shares outstanding - diluted 33,098 29,815 30,655 28,371 Effect of Roadway acquisition on diluted average shares outstanding 3,036 - 766 - -------- -------- -------- -------- Adjusted average shares outstanding - diluted 30,062 29,815 29,889 28,371 Reconciliation of reported income to adjusted income (after tax): Reported income (loss) $ (672) $ 14,195 $ 40,683 $ 23,973 Losses (gains) on property disposals (376) (510) (100) 261 Acquisition, spin-off and reorganization charges - operating 1,453 1,133 1,991 4,989 Legal provision 1,248 - 1,248 - Conforming accounting policies 10,885 - 10,885 - Acquisition charges - nonoperating (e) 4,340 - 8,540 - Roadway LLC net loss (12/12 - 12/31) 4,558 - 4,558 - -------- -------- -------- -------- Adjusted income 21,436 14,818 67,805 29,223 Reconciliation of reported diluted earnings per share (EPS) to adjusted diluted EPS: Reported diluted EPS (0.02) 0.48 1.33 0.84 Losses (gains) on property disposals (0.01) (0.02) - 0.01 Acquisition, spin-off and reorganization charges - operating 0.04 0.04 0.06 0.18 Legal provision 0.04 - 0.04 - Conforming accounting policies 0.33 - 0.35 - Acquisition charges - nonoperating (e) 0.13 - 0.28 - Roadway LLC net loss (12/12 - 12/31) 0.14 - 0.15 - Additional shares issued to acquire Roadway 0.06 - 0.06 - -------- -------- -------- -------- Adjusted diluted EPS 0.71 0.50 2.27 1.03 Pro forma stock option expense (after tax) (f) 464 316 2,051 1,364 Average shares outstanding - diluted 33,098 29,815 30,655 28,371 Pro forma stock option impact on diluted EPS 0.01 0.01 0.07 0.05 (a) Represents the results of the former Yellow Corporation entities only. (b) Roadway Express and New Penn include twenty calendar days of activity. (c) Includes approximately $4 million for an industry conference that Yellow Roadway hosts every other year. (d) Management excludes these items when evaluating operating income and segment performance in order to better evaluate the results of the company's core operations. Acquisition charges consist mostly of marketing and promotional activities. Conforming accounting policies consist primarily of adjustments for recognizing handling costs for workers' compensation, property damage and liability claims. (e) Consists entirely of acquisition-related financing costs. (f) The fair value in accordance with SFAS 123, Accounting for Stock-Based Compensation, not reflected in income.
SUPPLEMENTAL ROADWAY FINANCIAL INFORMATION Yellow Roadway Corporation and Subsidiaries Roadway LLC Results for the Period December 12 through December 31, 2003 (Amounts in thousands) (Unaudited) Operating revenue $ 141,018 Operating expenses 147,314 --------- Operating loss (6,296) Nonoperating expenses 906 --------- Loss before income tax (7,202) Income tax benefit (2,644) --------- Net loss $ (4,558) ========= Note: Roadway Corporation was a separate, publicly traded entity until the acquisition by Yellow on December 11, 2003. Since the acquisition date, the Roadway entities (Roadway Express and New Penn) have been consolidated under Roadway LLC (a wholly-owned subsidiary of Yellow Roadway). As a result of the acquisition, Roadway LLC has reported its results under a new basis of accounting and has conformed its accounting policies to be consistent with the policies of Yellow Roadway Corporation. - -------------------------------------------------------------------------------- Roadway Comparative Results (Amounts in millions, except for workdays) (Unaudited) If the acquisition had not occurred, the accounting basis had not been changed due to purchase accounting, and accounting policies had not been conformed, the company estimates that results would have been as follows: Sixteen weeks Ended December 31 ----------------- 2003 2002 ------ ------ Revenue (delivery basis) $ 956 $1,074 Adjusted operating income from continuing operations 17(a) 55 Number of workdays 74 78 Note: The results for the sixteen weeks ended December 31, 2003 are not intended to reflect results under GAAP. (a) Reported operating loss (12/12 - 12/31) $ (6) Operating loss (9/14 - 12/11) (24) Acquisition-related charges, changes in basis of accounting and conforming accounting policies 47 ------ Adjusted operating income $ 17
STATISTICAL INFORMATION Yellow Transportation For the Three Months Ended December 31 (Amounts in thousands except per unit data) Three Months Amount/Workday ---------------------- --------------------------- 2003 2002 % 2003 2002 % ------------------------------------------------------------------------- Workdays 62 62 Revenue: LTL $ 670,787 $ 640,791 4.7 $ 10,819.1 $ 10,335.3 4.7 TL 50,978 49,070 3.9 822.2 791.5 3.9 --------- --------- ---------- ---------- Subtotal - pickup basis 721,765 689,861 4.6 11,641.3 11,126.8 4.6 Revenue recognition adjustment 242 2,170 (88.8) 4.0 35.0 (88.8) --------- --------- ---------- ---------- Total - as reported 722,007 692,031 4.3 11,645.3 11,161.8 4.3 Tonnage - pickup basis: LTL 1,631 1,614 1.1 26.30 26.03 1.1 TL 317 300 5.8 5.12 4.84 5.8 Total 1,948 1,914 1.8 31.42 30.87 1.8 Shipments - pickup basis: LTL 3,266 3,230 1.1 52.68 52.10 1.1 TL 43 41 3.8 0.69 0.66 3.8 Total 3,309 3,271 1.2 53.37 52.76 1.2 Revenue/cwt. - pickup basis: LTL $ 20.57 $ 19.85 3.6 TL 8.03 8.18 (1.8) Total 18.52 18.02 2.8 Revenue/cwt. - pickup basis: (excluding fuel surcharge) LTL 19.99 19.32 3.5 TL 7.83 8.00 (2.1) Total 18.01 17.55 2.6 Revenue/shipment - pickup basis: LTL 205.36 198.39 3.5 TL 1,196.02 1,195.26 0.1 Total 218.12 210.90 3.4
STATISTICAL INFORMATION Roadway Express For the Sixteen Weeks Ended December 31 (Amounts in thousands except per unit data) Sixteen Weeks Amount/Workday --------------------------- --------------------------- 2003 2002 % 2003 2002 % -------------------------------------------------------------------------------- Workdays 74 78 Revenue - delivery basis: LTL $ 814,385 $ 932,793 (12.7) $ 11,005.2 $ 11,958.9 (8.0) TL 73,792 73,664 0.2 997.2 944.4 5.6 ---------- ---------- ---------- ---------- Total 888,177 1,006,457 (11.8) 12,002.4 12,903.3 (7.0) Tonnage - delivery basis: LTL 1,813 2,097 (13.5) 24.50 26.88 (8.9) TL 431 430 0.2 5.82 5.52 5.5 Total 2,244 2,527 (11.2) 30.32 32.40 (6.4) Shipments - delivery basis: LTL 3,723 4,494 (17.2) 50.31 57.62 (12.7) TL 52 53 (1.9) 0.70 0.67 5.0 Total 3,775 4,547 (17.0) 51.01 58.29 (12.5) Revenue/cwt. - delivery basis: LTL $ 22.47 $ 22.24 1.0 TL 8.56 8.57 (0.1) Total 19.79 19.91 (0.6) Revenue/cwt. - delivery basis: (excluding fuel surcharge) LTL 21.78 21.63 0.7 TL 8.30 8.34 (0.5) Total 19.19 19.37 (0.9) Revenue/shipment - delivery basis: LTL 218.74 207.56 5.4 TL 1,419.08 1,389.89 2.1 Total 235.28 221.35 6.3
STATISTICAL INFORMATION New Penn For the Sixteen Weeks Ended December 31 (Amounts in thousands except per unit data) Sixteen Weeks Amount/Workday ----------------------- ------------------------ 2003 2002 % 2003 2002 % ---------------------------------------------------------------------- Workdays 74 78 Revenue - delivery basis: LTL $ 63,100 $ 63,402 (0.5) $ 852.7 $ 812.8 4.9 TL 4,301 4,251 1.2 58.1 54.5 6.6 -------- -------- ------- ------- Total 67,401 67,653 (0.4) 910.8 867.3 5.0 Tonnage - delivery basis: LTL 252 258 (2.3) 3.41 3.31 3.0 TL 39 39 - 0.52 0.50 3.4 Total 291 297 (2.0) 3.93 3.81 3.2 Shipments - delivery basis: LTL 556 577 (3.6) 7.51 7.40 1.6 TL 5 5 - 0.07 0.06 5.4 Total 561 582 (3.6) 7.58 7.46 1.6 Revenue/cwt. - delivery basis: LTL $ 12.52 $ 12.29 1.9 TL 5.48 5.43 0.9 Total 11.57 11.39 1.6 Revenue/cwt. - delivery basis: (excluding fuel surcharge) LTL 12.52 12.29 1.9 TL 5.48 5.43 0.9 Total 11.57 11.39 1.6 Revenue/shipment - delivery basis: LTL 113.49 109.88 3.3 TL 860.16 850.20 1.2 Total 120.14 116.24 3.4