SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 7, 2003
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YELLOW CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-12255 48-0948788
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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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No Changes.
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(Former name or former address, if changed since last report.)
Item 5. Other Events
On December 31, 2002, Yellow Corporation (NASDAQ: YELL) amended its asset backed
securitization (ABS) facility. As a result of the amendment, the ABS facility
will be reflected on the Consolidated Balance Sheets of Yellow Corporation. The
amendment does not impact Yellow Corporation earnings per share, as the costs
associated with the ABS agreement were not altered.
Description of ABS facility
The ABS facility provides the company with additional liquidity and lower
borrowing costs through access to the asset backed commercial paper market.
Financing under the facility is provided in two primary steps. The first step is
the sale of an ongoing pool of receivables by Yellow Transportation to a special
purpose entity, Yellow Receivables Corporation (YRC). YRC is a wholly owned
subsidiary of Yellow Transportation. The second step is the transfer of a
portion of the receivables to a conduit administered by a large financial
institution. The function of the conduit is to bundle the receivables from
Yellow Transportation and numerous unrelated companies and then sell them to
investors as asset backed commercial paper. The conduit receives proceeds from
investors and forwards them to YRC. YRC then forwards the proceeds to Yellow
Transportation. Repayments of these obligations, along with related charges,
occur in the reverse sequence of the steps just described.
The ABS facility involves receivables of Yellow Transportation only and has a
$200 million limit. At December 31, 2002, $50 million was outstanding on this
facility. Under terms of the agreement, Yellow Transportation provides servicing
of the receivables and retains the associated collection risks.
Impact of the amendment
Prior to the amendment, financing obtained under the ABS facility was treated as
a sale of assets for financial accounting purposes. As a result, the receivables
sold by YRC to the conduit and the related ABS borrowings were not reflected on
the Consolidated Balance Sheets of Yellow Corporation.
The December 31, 2002 amendment provides YRC the right to repurchase, at any
time, 100 percent of the receivable interests held by the conduit thereby
allowing Yellow Corporation to reflect the ABS facility on the Consolidated
Balance Sheet. Prior to the amendment, the right to repurchase receivable
interests was limited to instances when ABS borrowings were below $10 million,
or 5 percent of the $200 million limit.
As a result of the amendment, activity under the ABS facility will be recorded
as financing activity rather than as a sale of assets. Therefore, the following
changes in financial reporting will occur:
- Receivables transferred to the conduit will be recorded on the
Consolidated Balance Sheet of Yellow Corporation as of December 31,
2002 and thereafter under the caption "accounts receivable." Prior to
the amendment, ABS obligations were reported in financial footnotes.
- ABS obligations will be reflected as current liabilities under the
caption "ABS borrowings" from December 31, 2002 forward.
- The net amount of borrowing and repayment activity will be recorded as
a Financing Activity on the Statements of Consolidated Cash Flows,
rather than as Operating Activities, from the date of the amendment
forward.
- The related financing charges will be reported as "interest expense" on
the Statements of Consolidated Operations beginning January 1, 2003.
Prior to the amendment, these charges were recorded as separate
nonoperating expenses under the caption "ABS facility charges."
SIGNATURE
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 hereunto duly authorized.
YELLOW CORPORATION
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(Registrant)
Date: January 7, 2003 /s/ Donald G. Barger, Jr.
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Donald G. Barger, Jr.
Senior Vice President
& Chief Financial Officer