UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-12255
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YELLOW CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 48-0948788
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 696-6100
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 Par Value
(Title of class)
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant at February 28, 2002 was $579,159,858.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at February 28, 2002
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Common Stock, $1 Par Value 24,963,787 shares
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the Form 10-K:
1) 2001 Annual Report to Shareholders - Parts I, II and IV
2) Proxy Statement dated March 6, 2002 - Part III
Yellow Corporation
Form 10-K
Year Ended December 31, 2001
Index
Item Page
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PART I
1. Business 3
2. Properties 11
3. Legal Proceedings 12
4. Submission of Matters to a Vote of Security Holders 12
Executive Officers of the Registrant (Unnumbered Item) 13
PART II
5. Market for the Registrant's Common Stock and Related Stockholder Matters 14
6. Selected Financial Data 14
7. Management's Discussion and Analysis of Financial Condition and Results of Operations 14
8. Financial Statements and Supplementary Data 14
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 14
PART III
10. Directors and Executive Officers of the Registrant 15
11. Executive Compensation 15
12. Security Ownership of Certain Beneficial Owners and Management 15
13. Certain Relationships and Related Transactions 15
PART IV
14. Exhibits, Financial Statement Schedule and Reports on Form 8-K 16
Report of Independent Public Accountants on Financial Statement Schedule 18
Financial Statement Schedule II 19
Signatures 20
Yellow Corporation By-Laws Exhibit (3ii)
2001 Annual Report to Shareholders Exhibit (13)
Consent of Independent Public Accountants Exhibit (23)
2
PART I
Item 1. Business
(a) General Development of the Business
Yellow Corporation and its wholly-owned subsidiaries are collectively
referred to as "the company." The company provides international, national
and regional less-than-truckload, or "LTL", truckload, and non-asset-based
transportation services through our three principal operating units (Yellow
Transportation, Inc., SCS Transportation, Inc. and Meridian IQ, LLC) and
captive technology company (Yellow Technologies, Inc.). The company's
primary focus is the movement of goods and materials for business customers
internationally, nationally and regionally. In addition, the company has
broadened its focus to include transportation management and logistics
consulting services.
In the second quarter of 1998, the company sold Preston Trucking Company,
its northeast regional LTL segment, to a management group of three senior
officers of Preston Trucking Company. In July 1999, Preston Trucking Company
ceased operations and commenced liquidation of its assets under federal
bankruptcy regulations. In December 1998, the company acquired Action
Express, Inc. (Action Express) a regional LTL carrier operating principally
in the Pacific Northwest. In July 1999, the company acquired Jevic
Transportation, Inc. (Jevic) a specialized LTL carrier that also offers
selective truckload services throughout the United States and Canada. The
company expanded their portfolio of transportation services with the
introduction of Exact Express(R) in 1998, Definite Delivery(R) in 1999 and
Standard Ground Regional Advantage(R) in 2000. In 2000, the company and two
other venture partners formed Transportation.com, a non-asset based provider
of domestic and international forwarding, multi-modal brokerage and
transportation management services. In March 2001, the company completed the
integration of its western subsidiaries, WestEx, Inc. (WestEx) and Action
Express into Saia Motor Freight Line, Inc. (Saia). The historical financial
and operational information of Saia has been restated to reflect the
integration. The company owned a 65 percent interest in Transportation.com
until the third quarter of 2001 when the company completed its acquisition
of the remaining 35 percent. On December 31, 2001, the company combined
Transportation.com and other non-asset based services of Yellow
Transportation to form Meridian IQ. In December 2001, the company formed SCS
Transportation as a holding company for Saia and Jevic.
3
Item 1. Business (cont.)
(b) Financial Information about Segments
The company has four reportable segments (Yellow Transportation, Saia, Jevic
and Meridian IQ) that are strategic operating units offering different
products and services. Financial disclosures for these segments are
presented in the Business Segments footnote on page 47 of the 2001 Annual
Report to Shareholders, which is incorporated herein by reference.
(c) Narrative Description of the Business
Yellow Corporation is a holding company providing transportation services
through its subsidiaries, Yellow Transportation, SCS Transportation and
Meridian IQ. Yellow Technologies is a subsidiary that provides information
technology services to the company and its subsidiaries. The company
employed an average of 30,000 persons in 2001.
Our largest operating unit, Yellow Transportation is among the nation's
largest transportation service companies providing primarily LTL
transportation as well as a full range of asset-based services for the
movement of industrial, commercial, and retail goods and materials. Yellow
Transportation satisfies the increasingly complex transportation needs of
its customers through service offerings such as:
- Exact Express(R)- a premium expedited and time-definite air and
ground service with an industry-leading 100% satisfaction guarantee;
- Definite Delivery(R)- a guaranteed on-time service with constant
shipment monitoring and proactive notification;
- Standard Ground(R)- ground service with complete coverage of North
America;
- Standard Ground Regional Advantage(R)- a high-speed service for
shipments moving between 500 and 1500 miles;
- Yellow Global(R)- a branded international freight forwarding and
customs brokerage service covering 88 countries; and
- MyYellow.com(R) - a leading edge e-commerce web site offering secure
and customized online resources to manage transportation activity.
Yellow Transportation, founded in 1924, serves more than 700,000
manufacturing, wholesale, retail and government customer locations
throughout North America. No single customer accounts for more than 6% of
Yellow Transportation revenue. Operating from 366 strategically located
facilities, service is provided throughout North America, including within
Puerto Rico and Hawaii. Shipments range from 100 to 40,000 pounds, with an
average shipment size of 1,200 pounds traveling an average distance of more
than 1,200 miles. Yellow Transportation has over 700 employees with sales
responsibilities.
4
Item 1. Business (cont.)
The Yellow Transportation network is driven by proprietary technology
developed and supported by Yellow Technologies. Approximately 20,000
primarily Yellow Transportation employees are dedicated to operating the
system that supports 230,000 shipments in transit at any time. An operations
research and engineering team is responsible for the equipment, routing,
sequencing and timing of nearly 60 million miles per month. At December 31,
2001, Yellow Transportation had 7,485 owned tractors, 492 leased tractors,
33,287 owned trailers and 60 leased trailers.
Yellow Transportation, which is based in Overland Park, Kansas, accounted
for 76% of total company revenue in 2001, 78% in 2000 and 81% in 1999,
respectively.
SCS Transportation, the company's second operating unit, provides regional
overnight and second-day transportation, as well as a variety of other
transportation and supply chain solutions through its two subsidiaries,
Saia, and Jevic. SCS Transportation provides LTL and selected truckload
services to a broad range of industries. SCS Transportation employees are
not represented by a collective bargaining unit and management believes that
relations with its employees are good.
Founded in 1924, Saia is a leading regional LTL carrier that serves the
South, Southwest, Pacific Northwest and the West. Saia specializes in
offering its customers a range of premium overnight and second-day LTL
services, with time-definite and expedited options. Within these service
options, Saia provides its customers with the flexibility to handle
shipments between 100 and 10,000 pounds.
Saia customers can choose from a wide variety of service options including
one- and two-day regional LTL shipping, guaranteed/expedited delivery,
selective truckload shipping, consolidation/distribution services, and
specialized or customized services. As of December 31, 2001, Saia owned
2,341 tractors and 7,748 trailers.
Since 1998, Saia has invested more than $14 million in technology to enhance
its ability to monitor and manage service operations and profitability. As a
result of improved data capabilities, Saia has introduced a trademarked
Customer Service Indicators(R) program, allowing customers to monitor
service performance. Customers can access the information via the Internet.
Saia operates a network of 110 facilities. The average Saia shipment weight
is approximately 1,300 pounds, and average shipment distance is
approximately 480 miles. In March 2001, Saia successfully integrated its
WestEx and Action Express affiliates into its operations and expanded its
geographic reach to 21 states. Saia has approximately 5,100 employees.
5
Item 1. Business (cont.)
Saia, which is headquartered in a suburb of Atlanta, Georgia, accounted for
15% of total company revenue in 2001, 13% in 2000 and 14% in 1999,
respectively.
Founded in 1981, Jevic is a specialized LTL provider that also offers
selective truckload services throughout the continental United States and
Canada. Jevic specializes in offering its customers standard and customized
regional trucking solutions based on its non-traditional Breakbulk-Free(R)
operating model, which often eliminates the need to rehandle freight at
interim and destination facilities. In 2001, average shipment weights were
approximately 4,700 pounds, and the average shipment distance was
approximately 725 miles. As of December 31, 2001, Jevic owned 1,300 tractors
and 2,727 trailers and operated nine facilities. Jevic has approximately
2,400 employees.
The Jevic approach offers customers a broad line of LTL and truckload
services that can accommodate a wider range of shipment sizes and trip
lengths than traditional regional carriers. Jevic develops integrated
solutions for customers designed to lower their overall supply chain costs,
which can include direct-to-customer deliveries, multi-shipper order
consolidation for their inbound supplies, and express and time-definite
deliveries. Approximately half of Jevic's trailers are heated and service
customers with temperature-sensitive requirements. Jevic is a partner with
the American Chemistry Council Responsible Care Program and derives over 40
percent of its revenue from chemical and chemical related segments.
Jevic technology is crucial to its unique Breakbulk-Free(R) LTL operating
model. Jevic uses the Qualcomm OmniTRACS satellite-based communications
system, facilitating the load planning and capacity management processes
critical to its operating structure. To leverage this information, Jevic has
developed a proprietary suite of programs called PreSys(R) (predictive
systems) that allow early warning of potential problems and corrective
action to minimize service failures.
Jevic, which is headquartered in the Philadelphia metropolitan area,
accounted for 9% of total company revenue in 2001, 9% in 2000 and 4% in 1999
from its acquisition date on July 9, 1999, respectively.
6
Item 1. Business (cont.)
Our third business unit, Meridian IQ, is a non-asset-based company utilizing
web-based technology to provide customers a single source for their
logistics planning, global shipment management and execution needs. Meridian
IQ is designed to deliver a wide range of transportation solutions,
providing customers improved return-on-investment results through flexible,
fast and easy-to-implement transportation services and technology management
solutions. By combining the current non-asset-based businesses of Yellow
Transportation under one umbrella, Meridian IQ has an immediate revenue
stream and 8,500 customers.
Meridian IQ offers the following services:
- International Forwarding and Customs Brokerage -- arranging for the
administration, transportation and delivery of goods to over 88
countries.
- Multi-modal Brokerage Services -- providing companies with daily shipment
needs with access to volume capacity and specialized equipment at
competitive rates.
- Domestic Forwarding and Expedited Services -- arranging guaranteed, time
definite transportation for companies that have shipment needs within
North America that demand time-sensitive delivery options and guaranteed
reliability.
- Transportation Solutions and Technology Management -- Web-based
Transportation Management Systems enables an organization to manage its
transportation network centrally with increased efficiency and visibility
to all activities. When combined with network consulting and operations
management, any size organization can outsource transportation functions
partially or entirely with Meridian IQ.
Meridian IQ and Yellow Transportation create complementary service offerings
with the ability for each to generate revenue for the other. Meridian IQ has
attracted new transportation and technology management customers who utilize
the Yellow Transportation service portfolio. Through its strong
relationships, Yellow Transportation has introduced its customers to
Meridian IQ for value added transportation technology and management
services. Meridian IQ has approximately 220 employees and is headquartered
in Overland Park, Kansas.
Yellow Technologies, a captive corporate resource, was established for the
purpose of creating competitive advantages for Yellow businesses by
delivering innovative information solutions and technology services. In
addition to delivering and supporting highly integrated applications and
solutions, Yellow Technologies provides technical, network, security, and
data services, and enterprise system management of the technology
infrastructure. Yellow Technologies and Meridian IQ together provide
hosting, infrastructure services, and managed transportation business
systems development. Yellow Technologies has approximately 325 employees and
is headquartered in Overland Park, Kansas.
7
Item 1. Business (cont.)
Shippers have an increasingly wide range of choices. We believe that service
quality, performance, service variety, responsiveness, and flexibility are
the important competitive differentiators.
Few U.S.-based players offer comparably broad service capabilities. By
integrating traditional ground, expedited, air cargo, and managed
transportation solutions, the company provides customers with a single
source answer to shipping challenges with a foundation of service excellence
and quality as its basis. Our market studies show a continued preference
among customers for transportation providers based on quality and value, and
the company is positioned to grow given our strategic focus. By increasing
the depth of the services we offer, the company can successfully compete
against the largest transportation players from a value perspective.
Yellow Transportation operates in a highly competitive environment against a
wide range of transportation service providers. These competitors include a
small number of large, national transportation services providers similar in
size and scope to Yellow Transportation, a moderate number of regional or
inter-regional providers and a large number of relatively small,
shorter-haul transportation companies. Yellow Transportation also competes
in and against several modes of transportation, including LTL, truckload,
air cargo, rail, consolidators and private fleets.
SCS Transportation focuses primarily on regional business and operates in a
highly competitive environment against a wide range of transportation
service providers. These competitors include a small number of large,
national transportation services providers in the long haul market and
two-day markets and a large number of shorter-haul or regional
transportation companies in the two-day and overnight market. SCS
Transportation also competes in and against several modes of transportation,
including LTL, truckload and private fleets.
Entry into the LTL trucking industry on a small scale with a limited service
area is relatively easy. The larger the service area, the greater the
barriers to entry due to the need for broader geographic coverage and
additional equipment and facility requirements associated with this
coverage. The level of technology applications required and the ability to
generate shipment densities that provide adequate labor and equipment
utilization also make larger-scale entry into the market difficult.
The competition of Meridian IQ includes transportation management systems
providers, domestic and international freight forwarders, freight brokers,
and third party logistic companies.
8
Item 1. Business (cont.)
The company's business is subject to a number of general economic factors
that may have a materially adverse effect on the results of our operations,
many of which are largely out of the company's control. These include
recessionary economic cycles and downturns in customers' business cycles,
particularly in market segments and industries, such as retail and
manufacturing, where we have a significant concentration of customers.
Economic conditions may adversely affect our customers' business levels, the
amount of transportation services they need and their ability to pay for our
services. It is not possible to predict the medium or long-term effects of
the September 11, 2001 terrorists attacks and subsequent events on the
economy or on customer confidence in the United States, or the impact, if
any, on our future results of operations. The company operates in a highly
price-sensitive and competitive industry, making pricing, customer service,
effective asset utilization, and cost control major competitive factors. No
single customer accounts for more than 6% of the company's total revenue.
Yellow Transportation and SCS Transportation revenues are subject to
seasonal variations. Customers tend to reduce shipments after the winter
holiday season, and operating expenses tend to be higher in the winter
months primarily due to colder weather, which causes higher fuel consumption
from increased idle time. Generally, the first quarter is the weakest while
the third quarter is the strongest. The availability and cost of fuel and
labor can significantly impact the company's cost structure and earnings.
The company's operations are further described in Management's Discussion
and Analysis in the 2001 Annual Report to Shareholders, which is
incorporated herein by reference.
The company's liquidity needs arise primarily from capital investment in new
equipment, land and structures and information technology, as well as
funding working capital requirements. To ensure short-term and longer-term
liquidity, the company maintains capacity under a bank credit agreement and
an asset backed securitization (ABS) agreement involving Yellow
Transportation accounts receivable. The company can operate with negative
working capital because of the quick turnover of its accounts receivable and
its ready access to sources of short-term liquidity.
The trucking industry has been substantially deregulated following the
enactment of the Motor Carrier Act of 1980, the Trucking Industry Regulatory
Reform Act of 1994, the Federal Aviation Administration Authorization of
1994, and the ICC Termination Act of 1995. Prices and services are now
largely free of regulatory controls, although the states retained the right
to require compliance with safety and insurance requirements and interstate
motor carriers remain subject to certain regulatory controls imposed by
agencies within the U.S. Department of Transportation.
9
Item 1. Business (cont.)
The trucking industry is also subject to regulatory and legislative changes,
which can affect the economics of the industry. The trucking industry is
also regulated by various state agencies, and our operations are also
subject to various federal, state and local environmental laws and
regulations dealing with transportation, storage, presence, use, disposal
and handling of hazardous materials, discharge of storm-water and
underground fuel storage tanks.
We believe that our operations are in substantial compliance with current
laws and regulations and do not know of any existing condition that would
cause compliance with applicable regulations to have a material adverse
effect on the company's business or operating results.
Future Outlook
Consistent with the views of most economists, the company expects it will be
the second half of 2002 before meaningful economic improvement materializes.
The pricing environment is expected to be very competitive over the course
of 2002. Given the experience with successful yield and cost management
initiatives, all Yellow operating companies are well positioned for strong
improvement as the economy rebounds.
At Yellow Transportation, approximately 80 percent of the employees are
represented by the International Brotherhood of Teamsters under a 5-year
contract that expires in March 2003. Contract discussions are underway and
negotiations toward a new National Master Freight Agreement will accelerate
as 2002 progresses.
The pricing and availability of most forms of insurance, including surety
bonds, have recently been impacted by the events of September 11 and by
several well-publicized bankruptcies of large companies. The company expects
continued access to appropriate insurance coverage; however, the premiums
paid for this coverage are projected to increase significantly. In 2001,
insurance premiums represented less than one-half percent of consolidated
revenue. Given the size and financial strength of the company, the
additional premium expenses are not expected to have a material adverse
impact on financial position or results of operations. The lack of
availability of surety bonds could require the company to issue additional
letters of credit, which reduce available capacity under the revolving
credit facility.
10
Item 1. Business (cont.)
SCS Transportation was formed in December 2001 as a holding company for Saia
and Jevic. The formation of this holding company represents progress toward
the strategic objective of separating the regional companies from Yellow
Corporation. Assuming favorable market conditions, the company expects to
spin-off SCS Transportation to shareholders during 2002.
Statements contained in this document 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, price and availability of
fuel, competitor pricing activity, expense volatility, changes in and
customer acceptance of new technology, changes in equity and debt markets
and a downturn in general or regional economic activity.
(d) Financial Information About Geographic Areas
The company's revenue from foreign sources is largely derived from Canada
and Mexico. Revenue from foreign sources is discussed in the "Business
Segments" footnote on page 48 of the registrant's Annual Report to
Shareholders for the year ended December 31, 2001, which is incorporated
herein by reference. Foreign source revenue was not material to consolidated
financial results in 2001, 2000 and 1999, respectively.
Item 2. Properties
The company's asset-based operating subsidiaries (Yellow Transportation,
Saia and Jevic) each provide their transportation services through separate
networks, principally consisting of a fleet of tractors and trailers and
real estate terminal facilities.
11
Item 2. Properties (cont.)
At December 31, 2001, the company operated a total of 479 freight terminals
located in 50 states, Puerto Rico, Canada and Mexico. Of this total, 237
were owned terminals and 242 were leased, generally for terms of three years
or less. The number of vehicle back-in doors totaled 16,832, of which 12,795
were at owned terminals and 4,037 were at leased terminals. The freight
terminals vary in size ranging from one to three doors at small local
terminals, to over 300 doors at Yellow Transportation's largest
consolidation and distribution terminal. Substantially all of the larger
terminals, containing the greatest number of doors, are owned. In addition,
the company and most of its subsidiaries own and occupy general office
buildings in their headquarters city.
The company's facilities and equipment are adequate to meet current business
requirements. Projected net capital expenditures for 2002 are $115 million,
a decrease over 2001 net capital expenditures of $121 million. Net capital
for both periods pertain primarily to replacement of revenue equipment,
additional investments in information technology, land and structures.
Item 3. Legal Proceedings.
The information set forth under the "Commitments, Contingencies and
Uncertainties" on page 47 in the Notes to Consolidated Financial Statements
of the registrant's Annual Report to Shareholders for the year ended
December 31, 2001, is incorporated by reference under Item 14 herein.
Item 4. Submission of Matters to a Vote of Security Holders
None.
12
Executive Officers of the Registrant
The names, ages and positions of the executive officers of the company as of
March 8, 2002 are listed below. Officers are appointed annually by the Board of
Directors at their meeting that immediately follows the annual meeting of
shareholders.
Name Age Position(s) Held
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William D. Zollars 54 Chairman of the Board, President and Chief Executive Officer of
the company (since November 1999); President of Yellow
Transportation (September 1996 to November 1999); Senior Vice
President Ryder Integrated Logistics, Inc. (1994-1996)
William F. Martin, Jr. 54 Senior Vice President, Legal and Corporate Secretary of the
company (since December 1993); Vice President and Secretary of
the company (prior to December 1993); Vice President and
Secretary of Yellow Transportation (prior to May 1992)
Donald G. Barger, Jr. 59 Senior Vice President and Chief Financial Officer of the
company (since November 2000); Vice President and Chief Financial
Officer of Hillenbrand Industries, Inc. (1998 to November 2000);
Vice President and Chief Financial Officer for Worthington
Industries (1993-1998).
Gregory A. Reid 49 Senior Vice President and Chief Marketing Officer (since
December 2001); Senior Vice President and Chief Communications
Officer (November 2000 to December 2001; Senior Vice President of
Sales and Marketing for Yellow Transportation (March 1997 to
November 2000); Vice President and General Manager for Ryder
Integrated Logistics' Western Region (prior to March 1997).
Stephen L. Bruffett 38 Vice President and Treasurer (since July 2000); Director of
Strategic Analysis for Yellow Transportation (June 1998 to July
2000); Director of Finance for American Freightways (prior to
June 1998).
The terms of each officer of the company designated above are scheduled to
expire April 18, 2002. The terms of each officer of the subsidiary companies are
scheduled to expire on the date of the next annual meeting of shareholders of
that company. No family relationships exist between any of the executive
officers named above.
13
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
The information set forth under the caption "Common Stock" on page 50 of the
registrant's Annual Report to Shareholders for the year ended December 31,
2001, is incorporated by reference under Item 14 herein.
Item 6. Selected Financial Data
The information set forth under the caption "Financial Summary" on pages 30
and 31 of the registrant's Annual Report to Shareholders for the year ended
December 31, 2001, is incorporated by reference under Item 14 herein.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," appearing on pages 22 through 29 of the registrant's Annual
Report to Shareholders for the year ended December 31, 2001, is incorporated
by reference under Item 14 herein.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary information, appearing on pages
32 through 50 of the registrant's Annual Report to Shareholders for the year
ended December 31, 2001, are incorporated by reference under Item 14 herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
14
PART III
Item 10. Directors and Executive Officers of the Registrant
The information regarding Directors of the registrant has previously been
reported in the registrant's definitive proxy statement, filed pursuant to
Regulation 14A, and is incorporated by reference. For information with
respect to the executive officers of the registrant, see "Executive Officers
of the Registrant" at the end of Part I of this report.
Item 11. Executive Compensation
This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.
Item 13. Certain Relationships and Related Transactions
This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.
15
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a) (1) Financial Statements
The following information appearing in the 2001 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual Report as
Exhibit (13):
Pages
-----
Management's Discussion and Analysis of
Financial Condition and Results of Operations 22-29
Financial Summary 30-31
Consolidated Financial Statements 32-48
Report of Independent Public Accountants 49
Quarterly Financial Information 50
Common Stock 50
With the exception of the aforementioned information, the 2001 Annual
Report to Shareholders is not deemed filed as part of this report.
Financial statements other than those listed are omitted for the reason
that they are not required or are not applicable. The following
additional financial data should be read in conjunction with the
consolidated financial statements in such 2001 Annual Report to
Shareholders.
(a) (2) Financial Statement Schedule
Pages
-----
Report of Independent Public Accountants on
Financial Statement Schedule 18
For the years ended December 31, 2001, 2000 and 1999:
Schedule II - Valuation and Qualifying Accounts 19
Schedules other than those listed are omitted for the reason that they are
not required or are not applicable.
16
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a) (3) Exhibits
(3ii)- Yellow Corporation By-Laws.
(10) - Amendment and restatement dated July 30, 1999 of the Receivables
Purchase Agreement dated as of August 2, 1996, filed as part of the
September 30,1999 Form 10Q and incorporated by reference.
(10) - Employment Agreement of William D. Zollars, filed as part of the
December 31, 1999 Form 10K and incorporated by reference.
(10) - Amendment to Employment agreement of William D. Zollars, filed as
part of the March 31, 2000 Form 10Q and incorporated by reference.
(10) - Employment Agreement of H.A. Trucksess, III, filed as part of the
March 31, 2000 Form 10Q and incorporated by reference.
(10) - Bank Credit Agreement dated as of April 2001, filed as part of the
March 31, 2001 Form 10Q and incorporated by reference.
(10) - Supplemental Retirement Income Agreement, filed as part of the
June 30, 2001 Form 10Q and incorporated by reference.
(13) - 2001 Annual Report to Shareholders.
(23) - Consent of Independent Public Accountants.
(b) Reports on Form 8-K
January 29, 2002 - Yellow Corporation announced its adoption of a Rule
10B5-1 Trading Plan Option and potential impairment of Jevic goodwill under
FASB Statement of Financial Accounting Standards No. 142.
February 25, 2002 - Yellow Corporation announced adoption of FASB Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets", effective January 1, 2002. The company has determined that 100
percent of the Jevic goodwill is impaired and will record a non-cash charge
of $75.2 million in the first quarter of 2002, which will be reflected as a
cumulative change in accounting principle.
17
Report of Independent Public
Accountants on Financial Statement Schedule
To the Shareholders of Yellow Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Yellow
Corporation's annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 25, 2002. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule of valuation and qualifying accounts (Schedule II) is the
responsibility of the company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Kansas City, Missouri,
January 25, 2002
18
Schedule II
Yellow Corporation and Subsidiaries
Valuation and Qualifying Accounts
For the Years Ended December 31, 2001, 2000 and 1999
----------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
----------------------------------------------------------------------------------------------------------
Additions
---------------------
Balance, -1- -2- Deductions- Balance,
Description Beginning Charged Charged Describe End Of
Of Period To Costs To Other (1) Period
And Accounts-
Expenses Describe
----------------------------------------------------------------------------------------------------------
(In Thousands)
Year ended December 31, 2001:
----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $15,835 $18,294 $ 331 $19,956 $14,504
======= ======= ====== ======= =======
Year ended December 31, 2000:
----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $15,661 $20,656 $ (820)(2) $19,662 $15,835
======= ======= ====== ======= =======
Year ended December 31, 1999:
----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $14,162 $15,878 $1,330 (3) $15,709 $15,661
======= ======= ====== ======= =======
(1) Primarily uncollectible accounts written off - net of recoveries.
(2) Estimated uncollectible accounts transferred to Transportation.com.
(3) Estimated uncollectible accounts of Jevic at July 9, 1999 acquisition date.
19
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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
BY: /s/ William D. Zollars
------------------------------------------
William D. Zollars
Chairman of the Board, President,
March 14, 2002 and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Donald G. Barger, Jr. Senior Vice President March 14, 2002
--------------------------- and Chief Financial Officer
Donald G. Barger, Jr.
/s/ Howard M. Dean Director March 14, 2002
---------------------------
Howard M. Dean
/s/ Cassandra C. Carr Director March 14, 2002
---------------------------
Cassandra C. Carr
/s/ Carl W. Vogt Director March 14, 2002
---------------------------
Carl W. Vogt
/s/ Richard C. Green, Jr. Director March 14, 2002
---------------------------
Richard C. Green, Jr.
/s/ Dennis E. Foster Director March 14, 2002
---------------------------
Dennis E. Foster
/s/ John C. McKelvey Director March 14, 2002
---------------------------
John C. McKelvey
/s/ William L. Trubeck Director March 14, 2002
---------------------------
William L. Trubeck
20