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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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 _______________________
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.)
10777 Barkley, P.O. Box 7563, Overland Park, Kansas 66207
---------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 967-4300
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
Preferred Stock Purchase Rights
-------------------------------
(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
---- ----
The aggregate market value of the voting stock held by nonaffiliates of the
registrant at February 29, 1996 was $310,920,379.
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 29, 1996
----- --------------------------------
Common Stock, $1 Par Value 28,105,797 shares
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the Form 10-K:
1) 1995 Annual Report to Shareholders - Parts II and IV
2) Proxy Statement dated March 12, 1996 - Part III
2
Yellow Corporation
Form 10-K
Year Ended December 31, 1995
Index
Item Page
- ---- ----
PART I
1. Business 3
2. Properties 7
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
Executive Officers of the Registrant (Unnumbered Item) 9
PART II
5. Market for the Registrant's Common Stock and Related
Stockholder Matters 11
6. Selected Financial Data 11
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
8. Financial Statements and Supplementary Data 11
9. Disagreements on Accounting and Financial Disclosure 11
PART III
10. Directors and Executive Officers of the Registrant 12
11. Executive Compensation 12
12. Security Ownership of Certain Beneficial Owners and
Management 12
13. Certain Relationships and Related Transactions 12
PART IV
14. Exhibits, Financial Statement Schedule and Reports
on Form 8-K 13
Report of Independent Public Accountants on Financial
Statement Schedule 15
Financial Statement Schedule 16
Signatures 17
Executive Officers' Agreements Exhibit (10)
1995 Annual Report to Shareholders Exhibit (13)
Consent of Independent Public Accountants Exhibit (24)
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PART I
Item 1. Business.
(a) Yellow Corporation and its wholly-owned subsidiaries are collectively
referred to as "the company". The company provides transportation
services primarily to the less-than-truckload (LTL) market throughout
North America. There were no material changes in the method of
conducting business by the company in 1995. During 1995, the operations
of Yellow Logistics Services, Inc., an integrated logistics management
subsidiary, were realigned and CSI/Reeves, Inc., a specialty carpet
hauler, was sold. Additionally, the company's subsidiaries expanded
geographically, improved their service offerings and implemented cost
control efforts during the year as described below.
(b) The operation of the company is conducted through one predominant
industry segment, which is the interstate transportation of general
commodity freight, primarily LTL, by motor vehicle.
(c) Yellow Corporation is a holding company providing freight
transportation services through its subsidiaries, Yellow Freight
System, Inc. (Yellow Freight), Preston Trucking Company, Inc. (Preston
Trucking), Saia Motor Freight Line, Inc. (Saia), WestEx, Inc. (WestEx)
and Yellow Technology Services, Inc. (Yellow Technology). The company
employed an average of 34,700 persons in 1995.
Yellow Freight, the company's principal subsidiary, had operating
revenue of $2.36 billion in 1995 (77% of the company's total revenue)
and is based in Overland Park, Kansas. It is the nation's largest
provider of LTL transportation services. It provides national and
regional two-day service as well as international service to Mexico,
Canada and, via alliances, Europe and the Asia/Pacific region.
Preston Trucking is primarily a regional LTL carrier serving the
Northeast and upper Midwest markets of the United States. Preston
Trucking markets the SuperRegion - one and two-day service in an
expanded geographic region. Preston Trucking had operating revenue of
$411 million in 1995 (13% of the company's total revenue) and is
headquartered in Preston, Maryland.
Saia is a regional LTL carrier that provides overnight and second-day
service in eleven Southeastern states. It had operating revenue of $210
million in 1995 (7% of the company's total revenue) and is relocating
its headquarters from Houma, Louisiana to Atlanta, Georgia in April
1996.
WestEx provides one and two-day service in California, Arizona and New
Mexico as well as parts of Nevada and Texas. WestEx had operating
revenue of $17 million in 1995 and is headquartered in Phoenix, Arizona.
Yellow Technology supports the company's subsidiaries - primarily Yellow
Freight - with information technology. It ensures access to advanced
information systems to meet the informational demands of transportation
customers. Its headquarters are in Overland Park, Kansas.
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Item 1. Business. (cont.)
The operations of the freight transportation companies are partially regulated
by the Interstate Commerce Commission (ICC) and state regulatory bodies. As a
result of legislation passed in 1994, the entry and rates for the intrastate
operations of all transportation companies became deregulated January 1, 1995.
With the December 1995 passage of The ICC Termination Act of 1995, the ICC went
out of existence on January 1, 1996. The remaining functions regulating
transportation companies are transferred to the Department of Transportation.
The company's competition includes contract motor carriers, private fleets,
railroads, other motor carriers and small shipment carriers. No single carrier
has a dominant share of the motor freight market.
The company operates in a highly price-sensitive and competitive industry,
making pricing, customer service and cost control major competitive factors.
Traditionally, rate increases have been implemented to offset increases in
labor and other operating costs. The motor carrier subsidiaries have
implemented rate increases of between 4.0% and 5.0% during the first quarter of
1995 to cover increases in operating costs. The full impact of rate increases
is not realized immediately as a result of pricing that is on a contract basis
and can only be increased when the contract is renewed or renegotiated. During
1995, the company experienced industry overcapacity and a faltering economy
that caused severe price discounting. Price increases were more than offset by
discounting, leading to reduced margins and an operating loss for the year.
Yellow Freight's revenue for 1995 increased 6.4% over 1994 on a tonnage
increase of 7.7%. The increase in revenue primarily resulted from the recovery
of lost revenue due to the 24-day labor strike in 1994 by the International
Brotherhood of Teamsters (Teamsters) against Yellow Freight. Despite
significant service enhancements and other cost increases, prices declined for
the year resulting in an operating ratio deterioration from 99.2 in 1994 to
100.1 in 1995. A January 1995 tariff increase of approximately 5.0%, which
applied to about half of Yellow Freight's customers, and attempts to increase
contract term rates on remaining customers were more than offset by price
discounting. Overall, LTL revenue per hundredweight declined 1.5% from 1994 to
1995.
Prices declined and volumes, adjusted for the 1994 strike, remained relatively
static, yet operating costs increased. Approximately 67% of Yellow Freight's
costs pertain to salaries, wages and benefits. On April 1, 1995, union wages
and benefits increased approximately 3.2%. In addition, Yellow Freight
incurred higher expenses in the third and fourth quarters when it implemented a
transit time improvement program to enhance its competitive position in the
market. These transit time improvements were made possible by an on-going
network development program, that in the last three years has reduced the
number of terminals at Yellow Freight from 608 to 448 while still maintaining
full market coverage. For 1995 compared to 1994, transit times improved by
approximately one day, resulting in higher costs associated with a 5.7% lower
load average and a 14.0% increase in total linehaul miles. Some cost savings
were obtained by an increase in direct loadings which reduced rehandlings by
8.7%. Additional savings were achieved through an
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Item 1. Business. (cont.)
increased use of rail transportation from 13.1% of total miles in 1994 to 17.5%
in 1995 and the elimination of forced overtime for dockworkers, both provisions
of the 1994 labor contract. While Yellow Freight is working to lessen the cost
premiums of the improved service, it is likely that this new service will carry
a higher ongoing cost structure. Through reengineering and the use of new
technology, Yellow Freight began achieving administrative cost reductions in
1995 by consolidating customer service and cashiering functions from its
individual terminals to two centralized locations.
Preston Trucking's revenue in 1995 decreased 1.3% from 1994 and the operating
ratio remained relatively constant at 101.4 in 1995 compared to 101.3 in 1994.
The 1994 performance was subject to severe winter weather, impacts from the
second quarter strike, including benefits from an early return to work, and
shipper uncertainty concerning a wage reduction process, all of which did not
recur in 1995. However, 1995 was subject to severe industry-wide price
discounting as well as a relatively greater labor cost increase. Under the
terms of Preston Trucking's wage reduction program approved in 1994, union
wages and benefits increased approximately 4.9% on April 1, 1995. The higher
wage increase resulted from Preston Trucking employees receiving both the
industry wage and benefit increases as well as a step-down in the wage
reduction from 7.0% to 5.0%. Improved productivity, positive cargo claims
experience and reductions in purchased transportation expense contributed to
offsetting the higher wage and benefit costs.
Saia's revenue grew 17.7% in 1995 compared to 1994 due to geographical
expansions in Texas, Tennessee and Georgia in mid-1994 and North and South
Carolina in mid-1995. Saia's operating ratio increased to 96.3 in 1995 from
93.5 in 1994. Saia was impacted by industry price discounting, but the margin
deterioration was primarily caused by increased wages and the expense impacts
of the expansion activities including lighter initial business densities in the
new markets. The deregulation of intrastate markets in January 1995 also
increased competition in Louisiana and Texas, where Saia had held operating
rights advantages. This was partially offset by new access for Saia in various
other states' intrastate markets.
During 1995 WestEx commenced an expansion from its traditional Arizona and New
Mexico market into the state of California. Holding company expenses in 1995
were comparable to 1994 levels.
Working capital increased by $56 million during 1995, primarily due to
increases in accounts receivable and refundable income taxes. The increased
accounts receivable were a result of both market forces and transition
implementation issues related to a new system for customer billing and stating
at Yellow Freight.
Total debt increased by $106 million during 1995. Borrowings were used to fund
most of the net capital expenditures during the year ($140 million) as the
working capital growth offset a large portion of cash flows from other
operating activities. The additional debt was funded by the company's
commercial paper program, whose authorized maximum was
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Item 1. Business. (cont.)
increased to $150 million, and by the issuance of medium-term notes.
During 1995 the company entered into a $200 million multi-year bank credit
agreement, replacing a $100 million agreement, to provide additional liquidity
backup for the commercial paper program and for other borrowing needs.
Future Outlook
The company has initiated processes to improve earnings performance and
financial position in 1996 and future years. The motor carrier subsidiaries
have implemented general LTL rate increases in January 1996 in excess of 5.8%
and will also seek improved pricing in negotiations with contract customers
during 1996. While the company expects pricing to remain highly competitive,
it is cautiously optimistic that the extent of destructive price discounting
that prevailed in 1995 will not recur in 1996, particularly in view of the
service enhancements and the need for virtually all trucking sectors to improve
their shareholder returns. The company is encouraged that recent announcements
by competitors of reduced capital expenditure plans and the curtailing of
expansions will begin to moderate the industry's overcapacity in 1996.
However, the severe winter weather experienced in the first quarter of 1996 is
expected to have an adverse impact on first quarter results of operations.
The company strives to control operating costs by maintaining efficient
operations, optimum capacity utilization and strict budgetary controls.
Increased technology investments are expected to reduce costs and increase
productivity while providing improved information benefits for customers.
Yellow Freight's cost reduction and transit time improvement initiatives begun
in 1995 are expected to benefit their competitive position in the future. The
cost reduction programs are projected to save $75 million in 1996 and include
administrative staff reductions and operational efficiency improvements.
Yellow Freight believes its transit time improvements will enhance its price
negotiating posture as well as benefit business volumes through better customer
retention and generating new business. Additionally, Yellow Freight will
continue efforts to decrease the cost premiums associated with the improved
service and will pursue other network development opportunities. On April 1,
1996 Yellow Freight's wages and benefits will increase approximately 3.8% under
the terms of the industry collective bargaining agreement which extends through
March 31, 1998. A portion of this increase is expected to be offset by
continuing to leverage advantages of the 1994 labor agreement. Yellow Freight
believes that significant opportunities are still available to further reduce
costs and increase service through ongoing technological and reengineering
investments.
Preston Trucking plans to improve its performance due to pricing gains and a
plan approved in February 1996 by its union employees to freeze wages at
current levels through the remaining term of the industry collective bargaining
agreement. This wage freeze not only maintains the existing 5.0% reduction
from full-scale pay levels but also avoids the scheduled wage increases due
April 1 of both 1996 and 1997. However, health, welfare and pension benefit
costs will increase by 9.0% on April 1, 1996 and 8.2% on April 1, 1997.
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Item 1. Business. (cont.)
Saia plans to improve 1996 performance through pricing gains and density
benefits from additional business and improved cost efficiency. No significant
expansions are planned for 1996. WestEx plans to improve its performance
through increased business density benefits although a profit is not expected
until 1997. Holding company expenses are expected to be significantly lower in
1996, mainly due to cost reduction initiatives. The company recently announced
the appointment of A. Maurice Myers as its new President and CEO (see Part I -
Executive Officers of the Registrant and Part IV Item 14(b) - Reports on Form
8-K).
Early in 1996 a major rating agency lowered its rating on the company's
commercial paper. While management intends to continue to finance short-term
working capital needs primarily with the issuance of commercial paper, the
lower rating may require the company to draw on its bank credit agreement or
other market alternatives from time to time. This change is not expected to
have a material impact on interest expense.
Management anticipates the company's liquidity and financial position will
improve significantly in 1996 for several reasons. First, planned capital
expenditures for 1996 are only $65 million as the company intends to improve
its asset utilization through transit time improvements and more efficient
operations including the greater use of rail transportation. Also, receivables
are expected to decline as additional efforts are made to accelerate customer
collections and a large income tax refund is due to be received during the
year. In addition, the company suspended its dividend in July 1995 after
paying $.47 per share or $13 million during the year. No dividends are
expected to be paid in 1996. Finally, operating results should improve in 1996
as a result of cost reduction efforts, transit time improvements and better
industry conditions.
Success of the above improvement initiatives will be dependent on the strength
of the economy, competitive conditions including pricing stability and the
ability to hold down costs.
Item 2. Properties.
The freight transportation companies each operate a network of freight terminal
facilities. At December 31, 1995, the company operated a total of 628 freight
terminals located in 50 states, Puerto Rico, parts of Canada and Mexico. Of
this total, 296 were owned terminals and 332 were leased, generally for terms
of three years or less. The number of vehicle back-in doors totaled 19,120, of
which 14,298 were at owned terminals and 4,822 were at leased terminals. The
freight terminals vary in size ranging from one to three doors at small local
terminals, up to 304 doors at Yellow Freight'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.
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Item 2. Properties. (cont.)
At December 31, 1995, the company's subsidiaries operated the following number
of linehaul units: tractors - 5,259, 27' and 28' trailers - 34,288 and 45' and
48' trailers - 6,107. The number of city units operated were: trucks and
tractors - 7,944 and trailers - 5,603.
The above facilities and equipment are used in the company's predominant
industry, the interstate transportation of general commodity freight. The
company's facilitates and equipment are adequate to meet current business
requirements, except as noted below concerning revenue equipment "growth" unit
purchases. Net capital expenditures in 1995 totaled $140 million and were
split evenly between revenue equipment and other equipment (primarily
information technology to support Yellow Freight's improvements in customer
service and freight management). About two-thirds of the net capital spending
was for Yellow Freight. Revenue equipment expenditures were made primarily for
replacement units at Yellow Freight and Preston Trucking and for growth units
at Saia and WestEx.
The company expects moderate growth in 1996 and has projected no significant
changes to its operational capacity. Projected net capital expenditures for
1996 are $65 million. Net revenue equipment expenditures of $27 million for
1996 are primarily for replacement units at Yellow Freight and Preston Trucking
and for growth units at Saia and WestEx. The other capital expenditures of $38
million will again be primarily for information technology to support Yellow
Freight's improvements in customer service and freight management.
Item 3. Legal Proceedings.
The information set forth under the caption "Commitments and Contingencies" in
the Notes to Consolidated Financial Statements on page 23 of the registrant's
Annual Report to Shareholders for the year ended December 31, 1995, is
incorporated by reference under Item 14 herein.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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Executive Officers of the Registrant
The names, ages and positions of the executive officers of the company as of
March 31, 1996 are listed below. Officers are appointed annually by the Board
of Directors at their meeting which immediately follows the annual meeting of
shareholders.
Name Age Position(s) Held
---- --- ----------------
A. Maurice Myers 55 President and Chief Executive Officer of the company (since March 1996);
President and Chief Operating Officer of America West Airlines, Inc.
(January 1994 - December 1995); President and Chief Executive Officer of
Aloha Air Group, Inc. (prior to January 1994)
M. Reid Armstrong 58 President of Yellow Freight (since May 1992); Executive Vice President of
the company and of Yellow Freight (December 1991 - May 1992); Senior Vice
President of Yellow Freight (prior to December 1991)
Robert L. Bostick 55 Senior Vice President - Operations Administration of Yellow Freight
(since April 1995); Senior Vice President - Operations of Yellow Freight
(October 1992 - April 1995); Vice President - Operations of Yellow
Freight (May 1992 - October 1992); Vice President - Transportation and
Safety of Yellow Freight (April 1991 - May 1992); Vice President -
Linehaul Operations of Yellow Freight (prior to April 1991)
J. Kevin Grimsley 48 Senior Vice President - Marketing/Sales of Yellow Freight (since January
1994); Vice President - Marketing of Yellow Freight (April 1993 - January
1994); Division Vice President of Yellow Freight (prior to April 1993)
William F. Martin, Jr. 48 Senior Vice President - Legal/Corporate Secretary of the company (since
December 1993); Vice President and Secretary of the company (October 1991
- December 1993); Vice President and Secretary of Yellow Freight (October
1991 - May 1992); Vice President and Assistant Secretary of the company
and Yellow Freight (prior to October 1991)
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Executive Officers of the Registrant (cont.)
Name Age Position(s) Held
---- --- ----------------
Gail A. Parris 44 President of Yellow Technology (since April 1995); Senior Vice President
- Administration of Yellow Freight (April 1993 - April 1995); Vice
President - Controller of Yellow Freight (prior to April 1993)
Leo H. Suggs 56 President of Preston Corporation, a subsidiary of the company (since
February 1993); Senior Vice President - Corporate Development of the
company (November 1992 - February 1993); Senior Vice President -
Operations Administration of Yellow Freight (December 1991 - November
1992); Vice President - Operations Administration of Yellow Freight (June
1991 - December 1991); Vice President - Quality and Labor Relations of
Yellow Freight (prior to June 1991)
H. A. Trucksess, III 46 Treasurer of the company (since December 1995); Senior Vice President -
Finance and Chief Financial Officer of the company (since June 1994);
Vice President and Chief Financial Officer of Preston Corporation (June
1992 - June 1994); Senior Vice President, Chief Operating Officer and
Chief Financial Officer of JTL Holding Company (prior to July 1991)
The terms of each officer of the company designated above are scheduled to
expire April 25, 1996. 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.
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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 27 of the
registrant's Annual Report to Shareholders for the year ended December 31,
1995, is incorporated by reference under Item 14 herein.
Item 6. Selected Financial Data.
The information set forth under the caption "Financial Summary" on pages 12 and
13 of the registrant's Annual Report to Shareholders for the year ended
December 31, 1995, 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 6 through 11 of the registrant's Annual Report
to Shareholders for the year ended December 31, 1995, is incorporated by
reference under Item 14 herein.
Item 8. Financial Statements and Supplementary Data.
The financial statements and supplementary information, appearing on pages 14
through 27 of the registrant's Annual Report to Shareholders for the year ended
December 31, 1995, are incorporated by reference under Item 14 herein.
Item 9. Disagreements on Accounting and Financial Disclosure.
None.
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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. The compensation of A. Maurice Myers, whose election as President
and CEO occurred following the dissemination of the definitive proxy statement,
is the subject of an Employment Agreement between Mr. Myers and the company, a
copy of which is attached to Exhibit 10 and the terms of which are incorporated
by reference. As also reported in the proxy statement, the company has agreed
to severance payments over a determined time period for certain executive
officers who have resigned from the company. With respect to former President
and CEO George E. Powell III, the company has reached an understanding with Mr.
Powell that he shall receive severance payments at his current salary level for
a period of one and one-half years from the effective date of his resignation.
During this one and one-half year period, Mr. Powell will continue to be
eligible for certain fringe benefits and will continue vesting under the
company's Defined Benefit Pension Plan. With respect to Robert W. Burdick,
former Senior Vice President, the company has entered into a Separation
Agreement, a copy of which is attached to Exhibit 10 and the terms of which are
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.
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PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.
(a) (1) Financial Statements
The following information appearing in the 1995 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual
Report as Exhibit (13):
Page
----
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-11
Financial Summary 12-13
Consolidated Financial Statements 14-26
Report of Independent Public Accountants 26
Quarterly Financial Information 27
Common Stock 27
With the exception of the aforementioned information, the 1995 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 1995 Annual Report to
Shareholders.
(a) (2) Financial Statement Schedule
Page
----
Report of Independent Public Accountants on
Financial Statement Schedule 15
For the years ended December 31, 1995, 1994 and 1993:
Schedule II
Valuation and Qualifying Accounts 16
Schedules other than those listed are omitted for the reason that they
are not required or are not applicable, or the required information is
shown in the financial statements or notes thereto.
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(a) (3) Exhibits
-------------
(10) - Executive Officers' Agreements.
(13) - 1995 Annual Report to Shareholders.
(24) - Consent of Independent Public Accountants.
(27) - Financial Data Schedule (for SEC use only).
The remaining exhibits required by Item 7 of Regulation S-K are omitted
for the reason that they are not applicable or have previously been
filed.
(b) Reports on Form 8-K
On January 24, 1996 a Form 8-K was filed under Item 5, Other Events,
which reported that the company announced on January 17, 1996, that its
President and CEO, George E. Powell III, intended to resign. Powell,
47, who was named to his current position in 1992, agreed to remain
until a replacement candidate is selected and will be involved in
identifying his successor. That selection is expected in the next few
months. Powell will also continue his current Board term and stand for
reelection when that term expires in April concurrent with the Annual
Shareholders meeting. His father, George E. Powell, Jr. will remain as
Chairman of the Board of Directors.
On March 22, 1996 a Form 8-K was filed under Item 5, Other Events, which
reported that the company announced on March 20, 1996 that A. Maurice
Myers will become its new President and CEO. Myers was also appointed
to the Board of Directors. Myers has substantial airline industry
experience where he most recently served as President and Chief
Operating Officer of America West Airlines and helped lead the airline's
financial turnaround. Prior to joining America West in 1994, Myers
served as President and CEO of Aloha Air Group based in Honolulu. Myers
joined Aloha in 1983 after holding various marketing and financial
positions with Continental Airlines, Merrill Lynch & Company and Ford
Motor Company.
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15
Report of Independent Public
Accountants on Financial Statement Schedule
To the Shareholders of Yellow Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Yellow Corporation
and Subsidiaries' annual report to shareholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated January 31, 1996. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in the index above (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 31, 1996
15
16
Schedule II
Yellow Corporation and Subsidiaries
Valuation and Qualifying Accounts
For the Years Ended December 31, 1995, 1994 and 1993
- --------------------------------------------------------------------------------------------------------------------------
| | | | | |
| 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, 1995:
- ----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $13,082 $13,855 $ - $10,156 $16,781
======= ======= ====== ======= =======
Year ended December 31, 1994:
- ----------------------------
Deducted from asset account-
Allowance for uncollectible
accounts $10,674 $ 9,375 $ - $ 6,967 $13,082
======= ======= ====== ======= =======
Year ended December 31, 1993:
- ----------------------------
Deducted from asset account-
Allowance for uncollectible
accounts $ 8,558 $ 8,521 $2,504 (2) $ 8,909 $10,674
======= ======= ====== ======= =======
(1) Primarily uncollectible accounts written off - net of recoveries.
(2) Addition from Preston Corporation and subsidiaries acquired in February
1993.
16
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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/ George E. Powell, Jr.
-----------------------------------
George E. Powell, Jr.
March 25, 1996 Chairman of the Board of Directors
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/ H. A. Trucksess, III Senior Vice President - March 25, 1996
- ----------------------------
H. A. Trucksess, III Finance/ Chief Financial
Officer and Treasurer
/s/ George E. Powell III Director March 25, 1996
- ----------------------------
George E. Powell III
/s/ M. Reid Armstrong Director March 25, 1996
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M. Reid Armstrong
/s/ David H. Hughes Director March 25, 1996
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David H. Hughes
/s/ William L. Trubeck Director March 25, 1996
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William L. Trubeck
17