1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- ---------------- Commission file number 0-12255 ------- YELLOW CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 48-0948788 --------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10990 Roe Avenue, P.O. Box 7563, Overland Park, Kansas 66207 ------------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (913) 696-6100 -------------------------------------------------- (Registrant's telephone number, including area code) No Changes - ------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 31, 1996 -------------------------- ------------------------------- Common Stock, $1 Par Value 28,105,797 shares
2 YELLOW CORPORATION INDEX <TABLE> <CAPTION> Item Page - ---- ---- PART I ------ <S> <C> 1. Financial Statements Consolidated Balance Sheets - September 30, 1996 and December 31, 1995 3 Statements of Consolidated Income - Three and Nine Months Ended September 30, 1996 and 1995 4 Statements of Consolidated Cash Flows - Nine Months Ended September 30, 1996 and 1995 5 Notes to Consolidated Financial Statements 6 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II 5. Other Information 13 6. Exhibits and Reports on Form 8-K 13 Signatures 13 </TABLE> 2
3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS Yellow Corporation and Subsidiaries September 30, 1996 and December 31, 1995 (Amounts in thousands except share data) (Unaudited) <TABLE> <CAPTION> September 30 December 31 1996 1995 ------------ ----------- <S> <C> <C> ASSETS CURRENT ASSETS: Cash $ 17,089 $ 25,861 Short-term investments - 5,414 Accounts receivable 299,884 323,814 Refundable income taxes - 49,529 Prepaid expenses and other 37,016 80,392 ---------- ---------- Total current assets 353,989 485,010 ---------- ---------- PROPERTY AND EQUIPMENT: Cost 1,994,650 1,989,389 Less - Accumulated depreciation 1,133,184 1,067,541 ---------- ---------- Net property and equipment 861,466 921,848 ---------- ---------- OTHER ASSETS 26,583 28,039 ---------- ---------- $1,242,038 $1,434,897 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Unsecured bank credit lines $ 4,000 $ 9,000 Accounts payable and checks outstanding 98,963 154,653 Wages and employees' benefits 129,143 134,178 Other current liabilities 147,356 142,040 Current maturities of long-term debt 3,138 2,925 ---------- ---------- Total current liabilities 382,600 442,796 ---------- ---------- OTHER LIABILITIES: Long-term debt 220,484 341,648 Deferred income taxes 45,516 56,032 Claims, insurance and other 173,840 171,744 ---------- ---------- Total other liabilities 439,840 569,424 ---------- ---------- SHAREHOLDERS' EQUITY: Common stock, $1 par value 28,858 28,858 Capital surplus 6,678 6,678 Retained earnings 401,682 404,761 Treasury stock (17,620) (17,620) ---------- ---------- Total shareholders' equity 419,598 422,677 ---------- ---------- $1,242,038 $1,434,897 ========== ========== </TABLE> The accompanying notes are an integral part of these statements. 3
4 STATEMENTS OF CONSOLIDATED INCOME Yellow Corporation and Subsidiaries For the Quarter and Nine Months Ended September 30, 1996 and 1995 (Amounts in thousands except per share data) (Unaudited) <TABLE> <CAPTION> Third Quarter Nine Months --------------- ----------------- 1996 1995 1996 1995 ----- ---- ---- ---- <S> <C> <C> <C> <C> OPERATING REVENUE $790,444 $771,965 $2,291,407 $2,310,788 -------- -------- ---------- ---------- OPERATING EXPENSES: Salaries, wages and benefits 517,838 523,470 1,524,409 1,540,131 Operating expenses and supplies 115,750 118,607 353,323 352,345 Operating taxes and licenses 27,898 28,512 85,598 85,778 Claims and insurance 19,392 17,124 53,688 54,346 Communications and utilities 10,484 11,166 32,770 33,175 Depreciation 32,423 33,694 98,560 101,573 Purchased transportation 42,564 51,758 118,701 141,339 -------- -------- ---------- ---------- Total operating expenses 766,349 784,331 2,267,049 2,308,687 -------- -------- ---------- ---------- INCOME (LOSS) FROM OPERATIONS 24,095 (12,366) 24,358 2,101 -------- -------- ---------- ---------- NONOPERATING (INCOME) EXPENSES: Interest expense 4,487 6,274 16,542 17,051 Other, net 168 (186) (228) (3,876) -------- -------- ---------- ---------- Nonoperating expenses, net 4,655 6,088 16,314 13,175 -------- -------- ---------- ---------- INCOME (LOSS) BEFORE INCOME TAXES 19,440 (18,454) 8,044 (11,074) INCOME TAX PROVISION (BENEFIT) 10,501 (6,820) 11,337 (3,677) -------- -------- ---------- ---------- NET INCOME (LOSS) $ 8,939 $(11,634) $ (3,293) $ (7,397) ======== ======== ========== ========== AVERAGE COMMON SHARES OUTSTANDING 28,106 28,106 28,106 28,106 ======== ======== ========== ========== EARNINGS (LOSS) PER SHARE $ .32 $ (.41) $ (.12) $ (.26) ======== ======== ========== ========== </TABLE> The accompanying notes are an integral part of these statements. 4
5 STATEMENTS OF CONSOLIDATED CASH FLOWS Yellow Corporation and Subsidiaries For the Nine Months Ended September 30, 1996 and 1995 (Amounts in thousands) (Unaudited) <TABLE> <CAPTION> 1996 1995 --------- --------- <S> <C> <C> OPERATING ACTIVITIES: Net cash from operating activities $150,964 $ 17,275 -------- -------- INVESTING ACTIVITIES: Acquisition of property and equipment (49,843) (140,150) Proceeds from disposal of property and equipment 10,808 16,119 Purchases of short-term investments (1,684) (6,707) Proceeds from maturities of short-term investments 7,098 7,519 Proceeds from sale of CSI/Reeves, Inc., net - 5,106 -------- -------- Net cash used in investing activities (33,621) (118,113) -------- -------- FINANCING ACTIVITIES: Unsecured bank credit line borrowings, net (5,000) 17,500 Commercial paper borrowings, net (90,176) 71,607 Proceeds from issuance of long-term debt - 47,748 Repayment of long-term debt (30,939) (22,349) Cash dividends paid to shareholders - (13,210) Reduction of Stock Sharing Plan debt guarantee - (4,961) Shares allocated by Stock Sharing Plan - 4,961 Other, net - (1) -------- -------- Net cash (used in) from financing activities (126,115) 101,295 -------- -------- NET INCREASE (DECREASE) IN CASH (8,772) 457 CASH, BEGINNING OF PERIOD 25,861 17,613 -------- -------- CASH, END OF PERIOD $ 17,089 $ 18,070 ========= ======== SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes (received) paid, net $(35,094) $ 10,313 ======== ======== Interest paid $ 14,155 $ 12,959 ======== ======== </TABLE> The accompanying notes are an integral part of these statements. 5
6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Yellow Corporation and Subsidiaries 1. The accompanying consolidated financial statements include the accounts of Yellow Corporation and its wholly-owned subsidiaries (the company) and have been prepared by the company, without audit by independent public accountants, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the results of operations for the interim periods included herein have been made. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from these statements pursuant to such rules and regulations. Accordingly, the accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements included in the company's 1995 Annual Report to Shareholders. 2. The company provides freight transportation services primarily to the less-than-truckload (LTL) market in North America through its subsidiaries, Yellow Freight System, Inc. (Yellow Freight), Preston Trucking Company, Inc. (Preston Trucking), Saia Motor Freight Line, Inc. (Saia) and WestEx, Inc. (WestEx). Yellow Technology Services, Inc. (Yellow Technology) supports the company's subsidiaries - primarily Yellow Freight - with information technology. Yellow Freight, the company's principal subsidiary, comprises approximately 77% of total revenue while Preston Trucking comprises approximately 14% and Saia comprises approximately 8%. 3. Effective January 1, 1996, the company adopted the Financial Accounting Standards Board Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The adoption has not had a material impact on the financial condition or results of operations of the company. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations FINANCIAL CONDITION September 30, 1996 Compared to December 31, 1995 Effective August 2, 1996, Yellow Freight entered into a purchase agreement with a major bank which allows Yellow Freight to sell an interest of up to $150 million in a defined pool of accounts receivables. The agreement involves the sale of the receivables to a special purpose corporation, Yellow Receivables Corporation, whose assets will be available to satisfy its obligations prior to any distribution to Yellow Freight. This facility supplements the company's other existing borrowing sources and provides access to the A-1/P-1 rated commercial paper market. 6
7 FINANCIAL CONDITION (continued) Working capital decreased $70.8 million during the first nine months of 1996, resulting in a $28.6 million deficit working capital position at September 30, 1996 compared to a $42.2 million positive position at December 31, 1995. The decrease in working capital was mostly the result of a $45.2 million federal tax refund received in April and the sale of $50 million in accounts receivable during the third quarter of 1996 under Yellow Freight's receivables purchase agreement described above. Proceeds from these transactions were used to pay down debt and for general corporate purposes. The company can operate with a deficit working capital position because of rapid turnover of accounts receivable, effective cash management and ready access to funding provided by commercial paper, medium-term notes and flexible banking agreements. Accounts receivable decreased $23.9 million during the first nine months of 1996 representing $50 million in sales proceeds from the receivables purchase agreement, partially offset by growth of $26.1 million. The growth was caused by a 17% increase in revenue levels during September 1996 compared to December 1995. Approximately one half of this growth was offset by improvement in days sales outstanding, primarily at Yellow Freight. Total debt decreased by $126.0 million during the first nine months of 1996, reflecting the $23.0 million cash dividend from Canadian operations in March, the $45.2 million federal tax refund in April and the $50.0 million in receivables sold during the third quarter. Net capital expenditures for the first nine months of 1996 were $39.0 million, substantially less than the $98.6 million of depreciation expense during the period. It is anticipated that the remaining net capital spending for 1996 will be less than $10 million. RESULTS OF OPERATIONS Comparison of Three Months Ended September 30, 1996 and 1995 Yellow Corporation reported net income for the quarter of $8.9 million, or $.32 per share, compared to a net loss of $11.6 million, or $.41 per share, in the third quarter of 1995. Third quarter 1996 operating revenue was $790.4 million, a 4.2% increase over the same period last year when revenue on a comparable basis was $758.6 million. Total revenue for the third quarter of 1995 was $772.0 million, including $13.4 million from subsidiaries that have been realigned or sold. The company's results are benefiting from aggressive cost reduction and productivity improvement initiatives. Although the company has seen some margin improvement, returns to shareholders remain unacceptable. Additional steps in restructuring and cost cutting will be taken prior to the end of the year as part of its program to improve profitability. 7
8 RESULTS OF OPERATIONS (continued) Yellow Freight recorded operating revenue of $604.5 million in the third quarter of 1996 compared to $597.0 million in the third quarter of 1995, an increase of 1.3%. This increase was caused mainly by a 2.6% increase in revenue per ton reflecting a 2.2% increase in LTL pricing and a small decrease in LTL tonnage. The pricing improvement included the benefit of a fuel surcharge implemented on September 3, 1996 for Yellow Freight's general tariff customers, comprising approximately 50% of total business, and certain non-tariff customers. Yellow Freight with an operating ratio of 96.3, recorded operating income of $22.3 million in the third quarter of 1996 compared to an operating loss of $5.7 million, or an operating ratio of 101.0 during the third quarter of 1995. While revenue per ton was up 2.6%, cost per ton decreased 2.5% for the third quarter compared to the same period last year. This performance reflects improved revenue as well as cost reduction initiatives, which more than offset a 3.8% Teamster wage and benefit increase on April 1 and increased fuel prices. The cost reduction initiatives include a 6.4% improvement in Yellow Freight's load average from the third quarter of 1995 when new service enhancements were implemented, and cost savings pursuant to a $75 million annual savings plan announced in January 1996. The cost savings plan primarily involves expense reductions in general sales and administrative expenses as well as improved labor productivity due to benchmarking and best practices initiatives. Preston Trucking recorded operating revenue of $108.0 million in the third quarter of 1996 compared to $103.3 million in the third quarter of 1995, an increase of 4.5%. The quarter saw a 3.5% increase in LTL pricing and a 1.2% increase in LTL tonnage. Preston Trucking improved its performance from the first two quarters of the year, recording an operating ratio of 99.8 compared to a third quarter 1995 operating ratio of 102.9 or an operating loss of $3.0 million. Preston remains focused on achieving adequate profitability. This includes leveraging its high service offering to improve prices and tonnage, while continuing effective cost control. Saia Motor Freight, with a 97.1 operating ratio, contributed operating income of $2.0 million on revenue of $68.9 million for the third quarter of 1996. This compares to operating income of $2.0 million on revenue of $53.8 million in the third quarter of 1995. Saia's LTL tonnage increased 28 percent this quarter compared to the same period last year. Third quarter claims and employee related expenses increased and Saia management is focused on reducing these expenses to historical levels to produce the expected margin improvement. WestEx continues to perform according to expectations, doubling revenue. Increased load density and improved margins are planned for 1997. 8
9 RESULTS OF OPERATIONS (continued) Comparison of Nine Months Ended September 30, 1996 and 1995 For the first nine months of 1996, operating revenue was $2.29 billion, a 1.3% increase over the same period last year when revenue on a comparable basis was $2.26 billion. Total revenue for the first nine months of 1995 was $2.31 billion, including $49.1 million from subsidiaries that have been realigned or sold. The net loss for the first nine months of 1996 was $3.3 million, or $.12 per share, compared to a net loss of $7.4 million, or $.26 per share, for the same period last year. A non-recurring income tax charge and severe winter storms negatively impacted the company's first quarter 1996 performance causing the loss for the first nine months of this year. The non-recurring tax charge amounted to $6.7 million, or $.24 per share, and resulted from a cash dividend from Canadian operations of $23.0 million which was used to pay down debt. Yellow Freight recorded operating revenue of $1.76 billion in the first nine months of 1996 compared to $1.78 billion in the first nine months of 1995, a 1.3% decrease. This decrease reflects lower tonnage levels partially offset by an improvement in revenue per ton. Operating income for the first nine months of 1996 was $28.9 million compared to $11.4 million in the same period last year. The operating income improvement is due to improved pricing and the reversal of a decrease in the system load average caused by a transit time improvement program implemented in the third quarter of 1995. These improvements were partially offset by severe winter storms in the first quarter of 1996 and contractually higher labor expenses. Operating revenue for Preston Trucking in the first nine months of 1996 was $311.7 million, equal to the $311.5 million in the first nine months of 1995. This reflects improvement in revenue per ton offset by lower tonnage levels. The operating loss in the first nine months of 1996 was $6.8 million compared to an operating loss of $2.6 million in the same period last year. During the first quarter of 1996, Preston employees agreed to freeze wages in lieu of the standard contract increase scheduled for April 1, 1996. This action combined with a wage reduction plan approved in 1994 caused the discount of Preston wages to full scale pay rates to increase from approximately 5.0% to 7.0%. Preston's operating performance deterioration compared to the first nine months of 1995 is primarily due to the extreme adverse impacts suffered from the severe winter weather in the first quarter of 1996 as its service area is concentrated in the Northeast and upper Midwest. Saia recorded operating revenue of $195.1 million in the first nine months of 1996 compared to $154.4 million in the same period of 1995, an increase of 26.4%. The increased revenue reflects a greater number of shipments handled this year compared to 1995. Operating income was $8.6 million for the first nine months of 1996 compared to $7.3 million in the same period last year. For the balance of the year, Saia plans to continue to build its revenue density while controlling expenses in order to improve its operating margin. 9
10 Yellow Freight System, Inc. Financial Information For the Quarter and Nine Months Ended September 30 (Amounts in thousands) <TABLE> <CAPTION> Third Quarter % Nine Months % ----------------- -------------------- 1996 1995 Change 1996 1995 Change ------- -------- -------- --------- --------- ------ <S> <C> <C> <C> <C> <C> <C> Operating revenue 604,477 596,998 1.3 1,761,182 1,784,291 (1.3) Operating income 22,343 (5,712) 28,898 11,350 Operating ratio 96.3 101.0 98.4 99.4 Total assets at September 30 879,279 1,043,294 </TABLE> <TABLE> <CAPTION> Third Quarter Third Quarter % Amount/Workday % ------------------ ---------------- 1996 1995 Change 1996 1995 Change -------- -------- ------- ------- ------- ------- Workdays (64) (63) ------- ------- <S> <C> <C> <C> <C> <C> <C> <C> F/S Revenue LTL 546,498 537,224 1.7 8,539.0 8,527.4 .1 TL 56,407 56,424 - 881.4 895.6 (1.6) Other 1,572 3,350 (53.1) 24.6 53.2 (53.8) Total 604,477 596,998 1.3 9,445.0 9,476.2 (.3) Revenue excluding LTL 546,498 537,224 1.7 8,539.0 8,527.4 .1 revenue recognition TL 56,407 56,424 - 881.4 895.6 (1.6) adjustment Other 1,859 - 29.0 - Total 604,764 593,648 1.9 9,449.4 9,423.0 .3 Tonnage LTL 1,743 1,751 (.5) 27.23 27.79 (2.0) TL 403 416 (3.1) 6.30 6.60 (4.6) Total 2,146 2,167 (1.0) 33.53 34.40 (2.5) Shipments LTL 3,448 3,412 1.1 53.88 54.16 (.5) TL 54 56 (3.6) .84 .89 (5.1) Total 3,502 3,468 1.0 54.72 55.05 (.6) Revenue/cwt. LTL 15.68 15.34 2.2 TL 6.99 6.78 3.1 Total 14.05 13.70 2.6 Revenue/shipment LTL 158.49 157.48 .6 TL 1,044.37 1,015.56 2.8 Total 172.15 171.23 .5 </TABLE> 10
11 Preston Trucking Company, Inc. Financial Information For the Quarter and Nine Months Ended September 30 (Amounts in thousands) <TABLE> <CAPTION> Third Quarter % Nine Months % ----------------- ----------------------- 1996 1995 Change 1996 1995 Change ------- -------- ----------- --------- -------- ------ <S> <C> <C> <C> <C> <C> <C> Operating revenue 107,990 103,332 4.5 311,672 311,458 .1 Operating income (loss) 216 (2,995) (6,846) (2,597) Operating ratio 99.8 102.9 102.2 100.8 Total assets at September 30 156,091 174,300 </TABLE> <TABLE> <CAPTION> Third Quarter Third Quarter % Amount/Workday % ---------------- ---------------- 1996 1995 Change 1996 1995 Change ------- ------- ------- ------- ------- ------ Workdays (64) (63) ------- ------- <S> <C> <C> <C> <C> <C> <C> <C> F/S Revenue LTL 94,892 90,580 4.8 1,482.7 1,437.8 3.1 TL 11,637 11,459 1.6 181.8 181.9 - Other 1,461 1,293 13.0 22.8 20.5 11.2 Total 107,990 103,332 4.5 1,687.3 1,640.2 2.9 Revenue excluding LTL 94,892 90,696 4.6 1,482.7 1,439.6 3.0 revenue recognition TL 11,637 11,474 1.4 181.8 182.1 (.2) adjustment Other 1,522 1,295 17.5 23.8 20.6 15.7 Total 108,051 103,465 4.4 1,688.3 1,642.3 2.8 Tonnage LTL 475 470 1.1 7.42 7.46 (.5) TL 125 126 (.8) 1.95 2.00 (2.3) Total 600 596 .7 9.38 9.46 (.9) Shipments LTL 884 871 1.5 13.81 13.83 (.1) TL 18 18 - .28 .29 (1.5) Total 902 889 1.5 14.09 14.11 (.1) Revenue/cwt. LTL 9.98 9.64 3.5 TL 4.65 4.55 2.2 Total 8.87 8.57 3.5 Revenue/shipment LTL 107.35 103.99 3.2 TL 653.14 643.46 1.5 Total 118.13 114.79 2.9 </TABLE> 11
12 Saia Motor Freight Line, Inc. Financial Information For the Quarter and Nine Months Ended September 30 (Amounts in thousands) <TABLE> <CAPTION> Third Quarter % Nine Months % ---------------- ------------------ 1996 1995 Change 1996 1995 Change ------- ------- ------ -------- -------- ------ <S> <C> <C> <C> <C> <C> <C> Operating revenue 68,946 53,846 28.0 195,093 154,370 26.4 Operating income 2,016 1,954 8,644 7,278 Operating ratio 97.1 96.4 95.6 95.3 Total assets at September 30 163,625 142,850 </TABLE> <TABLE> <CAPTION> Third Quarter Third Quarter % Amount/Workday % ---------------- ---------------- 1996 1995 Change 1996 1995 Change ------- ------- ------- ------- ------- ------- Workdays (64) (63) ------- ------- <S> <C> <C> <C> <C> <C> <C> <C> F/S Revenue LTL 61,463 47,167 30.3 960.4 748.7 28.3 TL 7,483 6,679 12.0 116.9 106.0 10.3 Total 68,946 53,846 28.0 1,077.3 854.7 26.0 Revenue excluding LTL 61,563 47,244 30.3 961.9 749.9 28.3 revenue recognition TL 7,495 6,690 12.0 117.1 106.2 10.3 adjustment Total 69,058 53,934 28.0 1,079.0 856.1 26.0 Tonnage LTL 378 295 28.1 5.91 4.68 26.1 TL 130 134 (3.0) 2.03 2.13 (4.5) Total 508 429 18.4 7.94 6.81 16.6 Shipments LTL 712 564 26.2 11.13 8.95 24.3 TL 14 13 7.7 .22 .21 6.1 Total 726 577 25.8 11.34 9.16 23.9 Revenue/cwt. LTL 8.14 7.99 1.9 TL 2.87 2.49 15.3 Total 6.79 6.27 8.3 Revenue/shipment LTL 86.31 83.66 3.2 TL 548.82 525.08 4.5 Total 95.00 93.40 1.7 </TABLE> 12
13 PART II - OTHER INFORMATION Item 5. Other Information On October 25, 1996 Standard and Poor's Equity Services announced that effective with the close of trading on November 1, the company would no longer be included in the S&P 500 Index. On November 1, 1996 the company experienced an unusually high level of trading activity in its common stock, presumably from this announcement which has caused investors such as S&P 500 Index funds to sell the company's stock independent of the improved performance demonstrated in its recently released third quarter results. George E. Powell III, former President and CEO of the company, resigned from the Board of Directors effective September 30, 1996. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (10.6) - Receivables Purchase Agreement (10.7) - Receivables Sale Agreement (27) - Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K On September 16, 1996 a Form 8-K was filed under Item 5, Other Events, which reported that the company announced on September 6, 1996 that William D. Zollars will become the new President of Yellow Freight System, Inc., the company's largest subsidiary. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. YELLOW CORPORATION ---------------------------------------- Registrant Date: November 11, 1996 /s/ A. Maurice Myers ---------------------------------------- A. Maurice Myers Chairman of the Board of Directors, President & Chief Executive Officer Date: November 11, 1996 /s/ H. A. Trucksess, III ---------------------------------------- H. A. Trucksess, III Senior Vice President - Finance/ Chief Financial Officer & Treasurer 13