Yellow Corporation · OTC:YELLQ

Yellow — Merger or Acquisition (October 2003)

153 slides from Yellow's merger presentation, Oct 3, 2003

  1. Slide 1: Analysts Meeting

    Analysts Meeting Exhibit 99.2

  2. Slide 2: Stephen Bruffett

    Stephen Bruffett Vice President and Treasurer, Yellow Corporation

  3. Slide 3: Forward-looking Statements

    Forward-looking Statements This presentation (and oral statements made regarding the subjects of this presentation, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The

  4. Slide 4: Analysts Meeting

    Analysts Meeting

  5. Slide 5: Bill Zollars

    Bill Zollars Chairman, President and CEO, Yellow Corporation

  6. Slide 6: Yes We Can: Roadway

    WeLtow) Roadway, YES WE CAN:

  7. Slide 7: Charles Darwin quote on change

    “It is not the strongest of the species that survive, nor the most intelligent, but those most responsive to change.” - Charles Darwin

  8. Slide 8: William "Refrigerator" Perry

    William “Refrigerator” Perry Height: 6-2 Speed: Slow Power: Enormous Weight: 315 Agility: None Versatility: Low

  9. Slide 9: The Old Yellow

    The Old Yellow Big Slow U.S.A. Only One Trick Pony Regulated Inwardly Obsessed Technology Aware 75 Year History

  10. Slide 10: Yellow Worst of '97

    Yellow Worst of ‘97

  11. Slide 11: Barry Sanders (The New Team Yellow)

    Barry Sanders (The New Team Yellow) Height: 5-8 Speed: Lightning Fast Power: Focused Weight: 200 Agility: Nimble Versatility: High

  12. Slide 12: The New Yellow

    The New Yellow Big Nimble/Flexible Global Service Portfolio Highly Competitive Customer Centric Technology Driven Strong Brand

  13. Slide 13: Change everything fast and all at once

    “Change everything fast and all at once.” - Gordon Bethune Continental Airlines

  14. Slide 14: At Yellow, Everything Starts With The Customer

    At Yellow, Everything Starts With The Customer

  15. Slide 15: Before and After

    Before and After Our business used to be: Trucking Freight Movement Less Than Truckload (LTL) Now our business is: Services that satisfy consumer needs Services that give consumers peace of mind Services that deliver on promises

  16. Slide 16: Slide 16

  17. Slide 17: Where To Start?

    Where To Start?

  18. Slide 18: Need A Light On The Hill

    “Need A Light On The Hill”

  19. Slide 19: Our Core Purpose

    Our Core Purpose To make global commerce work by connecting people, places and information.

  20. Slide 20: Our Vision

    Our Vision Yellow will be the leading provider of guaranteed, time-definite, defect-free, hassle-free transportation services for business customers worldwide.

  21. Slide 21: How Do We Get To The Vision?

    How Do We Get To The Vision?

  22. Slide 22: How Do We Get To The Vision?

    How Do We Get To The Vision? People Process Technology

  23. Slide 23: People

    People Challenge – Create a High Performance / Customer Centric Culture

  24. Slide 24: People

    People Changing Culture Is Like Changing The Company’s DNA

  25. Slide 25: People: Management Team

    People Management Team Well-balanced Yellow, Kodak, Ryder, P&G, Bristol Myers, FedEx, General Electric, Hillenbrand, Motorola, Baker Hughes, Hertz, SABRE, Honeywell

  26. Slide 26: People: Relentless Repetition of Vision

    People Relentless Repetition of Vision

  27. Slide 27: People: Enabling Organization

    People Enabling Organization

  28. Slide 28: People: Fallacy

    People Fallacy - “Any Organizational Structure Will Work With The Right People.”

  29. Slide 29: People: Truth

    People Truth - “The Best People Operating In The Best Structure Will Always Win.”

  30. Slide 30: New Structure At Yellow

    New Structure At Yellow (or anywhere)

  31. Slide 31: Destroy Silos / Build Teams

    New Structure At Yellow (or anywhere) Destroy Silos / Build Teams

  32. Slide 32: Decisions Close To Customers

    New Structure At Yellow (or anywhere) Decisions Close To Customers

  33. Slide 33: Demand Entrepreneurship

    New Structure At Yellow (or anywhere) Demand Entrepreneurship Without Sub-optimizing

  34. Slide 34: Create Passion

    New Structure At Yellow (or anywhere) Create Passion

  35. Slide 35: Train, Train, Train

    New Structure At Yellow (or anywhere) Train, Train, Train

  36. Slide 36: Reinforce Right Behavior With Incentives

    New Structure At Yellow (or anywhere) Reinforce Right Behavior With Incentives

  37. Slide 37: Process

    Process

  38. Slide 38: Process: Engineer From The Ground Up

    Process Engineer From The Ground Up 2-year effort Identify best practices Focus on short interval scheduling Certify and audit Institutionalize

  39. Slide 39: Process: Results

    Process Engineer From The Ground Up Results Faster More consistent More predictable

  40. Slide 40: Process: Train, Train, Train

    Process Train, Train, Train

  41. Slide 41: Technology

    Technology

  42. Slide 42: Technology: Get Focused

    Technology Get Focused

  43. Slide 43: Technology: Make The Investment

    Technology Make The Investment

  44. Slide 44: Technology: Stay Light On Your Feet

    Technology Stay Light On Your Feet

  45. Slide 45: Technology: Development vs. Maintenance

    Technology Relentless On Development vs. Maintenance

  46. Slide 46: Technology: Train, Train, Train

    Technology Train, Train, Train

  47. Slide 47: How Do We Get To The Vision?

    How Do We Get To The Vision? People Process Technology

  48. Slide 48: Highest Customer Satisfaction Ever

    Progress Satisfaction Likelihood to Recommend Intent to Purchase Secure Highest Customer Satisfaction Ever

  49. Slide 49: Progress: Employee Satisfaction

    Progress Highest Employee Satisfaction Lowest Voluntary Turnover

  50. Slide 50: Portfolio of Time Definite Services

    One Trick Pony Portfolio of Time Definite Services

  51. Slide 51: Recognition - Number One In Our Industry

    Recognition - Number One In Our Industry B ERKSHIRE H ATHAWAY INC. Industry Ranking 2003 Social Responsibility Innovation Investment Value Use of Corporate Assets Employee Talent Financial Soundness Quality of Services Quality of Management Overall

  52. Slide 52: Yellow Technologies Innovative & Award-winning Solutions

    Yellow Technologies Innovative & Award-winning Solutions 22,029 54,936 130,000 Registrants

  53. Slide 53: Market Value

    Market Value $ 200 Million SCST $ 140 Million SCST $ 350 Million $ 800 Million $2.0 Billion

  54. Slide 54: A Bold Strategic Combination

    A Bold Strategic Combination Building for the Future

  55. Slide 55: Roadway Transaction – The Right Strategy, the Right Partner

    Roadway Transaction – The Right Strategy, the Right Partner Right Strategy World-class transportation brands Broader capabilities Increased capacity Non-asset solutions to larger base of customers More effective technology investment Focus on growth Right Partner Strong brand equity Strong operating

  56. Slide 56: Roadway Transaction – The Right Time

    Roadway Transaction – The Right Time Right Time Both companies are solidly profitable Roadway management team supportive of strategy 5-year labor agreement Favorable financial markets Potential of economic recovery Substantial operating leverage Incremental margins of 15 – 20%

  57. Slide 57: Ensuring Success

    Ensuring Success Maintain separate networks Maintain customer contacts Invest and build brands Implement incremental technology change Focus on growth

  58. Slide 58: Analysts Meeting

    Analysts Meeting

  59. Slide 59: Dan Churay and Don Barger

    Dan Churay Senior Vice President, General Counsel and Secretary, Yellow Corporation Don Barger Senior Vice President and Chief Financial Officer, Yellow Corporation

  60. Slide 60: Transaction Timeline

    Transaction Tim —— 2003 October, November ‘Shareholder Meetings (both companies) Date a Completion oft are Haresote Review Late Noworatly Dec. High Yield Offering 2 sank anc Sipeesiens, Merger sing Ose afer

  61. Slide 61: Acquisition Timeline Update

    Acquisition Timeline Update Department of Justice review Second request received on August 18 Currently providing responses SEC process Preliminary proxy filed on August 19 Record date established for October 16 Shareholder vote likely in fourth quarter Closing targeted for fourth quarter

  62. Slide 62: Financing Timeline Update

    Financing Timeline Update July 8 - Agreement announced August 4 - $250 million 5% Contingent Convertible Senior Notes DOJ Clearance - $150 million High Yield Senior Notes At Closing Secured facility (revolver, term loan, LOC collateral) $300 million liquidity

  63. Slide 63: Anticipated Capital Structure at Closing

    Anticipated Capital Structure at Closing (millions) (1) - $225 million of notes marked to fair value of $252 million as part of purchase accounting. (2) - Total debt amount may vary. Debt structure provides flexibility at attractive terms ABS borrowings $103 Term loan Convertible notes New senior un

  64. Slide 64: Pro Forma Leverage

    Pro Forma Leverage Both companies will continue to reduce debt Free cash flow generation allows for rapid debt reduction NOPAT return on capital above cost of capital within 12 months of closing Debt to EBITDA Debt to Capital

  65. Slide 65: Required Accretion Synergies

    Required Accretion Synergies 2004 Consensus Yellow $2.74/share Roadway $3.10/share Yellow Roadway assumptions Shares 50 million Interest expense $65 million Required synergies $30 million

  66. Slide 66: Required Accretion Synergies (cont'd)

    Required Accretion Synergies (cont’d) Required synergies for NOPAT return to be greater than WACC Yellow Roadway expected WACC 10% Pro Forma committed capital at June 30, 2003 Debt $950 million Equity $850 million Capital $1,800 million Consensus synergy requirement $30 million

  67. Slide 67: Synergy Update

    Synergy Update Early September - Synergy cost reduction teams established 13 teams - joint Yellow Roadway Cost reduction run rate $45 - $125 million within one year Update on third quarter 2003 conference call Target is at least 5% of costs ($300+ million)

  68. Slide 68: Near-Term and Longer-Term Synergies

    Near-Term and Longer-Term Synergies Examples of near-term conservative case synergies: Purchased transportation (rail, ocean, air, cartage) Duplicate support infrastructure Equipment and parts purchasing Technology acquisition & licensing (no systems integration required) Best practices opportunitie

  69. Slide 69: Market Reaction: Yellow Stock Performance

    Market Reaction Yellow stock performance since announcement

  70. Slide 70: Market Reaction: Convertible Note Pricing

    Market Reaction Yellow 5% convertible senior note pricing

  71. Slide 71: Transaction Terms and Structure

    Transaction Terms and Structure Transaction value Consideration (1) Leases capitalized at 5.0x. $48 per share Equity value: $961 million Total enterprise value: $1.2 billion Adjusted total enterprise value: $1.5 billion (1) 50% cash and 50% Yellow stock Roadway shareholders will be given a right to

  72. Slide 72: Transaction Terms and Structure (cont'd)

    Transaction Terms and Structure (cont’d) $51.60 $24.95 60-day avg price as of 7/8/03 20-day avg price Value per Roadway share assuming 50% stock / 50% cash consideration $44.00 $45.00 $46.00 $47.00 $48.00 $49.00 $50.00 $51.00 $52.00 $53.00 $54.00 $18.00 $20.00 $22.00 $24.00 $26.00 $28.00 $30.00 $32.

  73. Slide 73: Questions & Answers

    Questions & Answers

  74. Slide 74: Analysts Meeting

    Analysts Meeting

  75. Slide 75: James Welch and Mike Smid

    James Welch President and CEO, Yellow Transportation Mike Smid Executive Vice President and Chief Administrative Officer, Yellow Transportation

  76. Slide 76: The Yellow Transportation Mission

    The Yellow Transportation Mission To be the leading provider of guaranteed, time-definite, defect-free, hassle-free transportation services for business customers worldwide.

  77. Slide 77: Reengineering the Business

    Reengineering the Business Design a network to support a multiple service portfolio Reduce fixed costs Optimize variable cost Improve customer focus and quality of services

  78. Slide 78: The Path

    The Path The variable speed network Capital optimization Variable cost component management Standard engineered process

  79. Slide 79: Variable Speed Network

    Variable Speed Network

  80. Slide 80: System Bills by Service Standard

    System Bills by Service Standard

  81. Slide 81: Exact Express Weekly Revenue History

    Exact Express Weekly Revenue History First Quarter 1999-2003

  82. Slide 82: Network Systems: Sysnet Demonstration

    Network Systems Sysnet Demonstration

  83. Slide 83: Capital Optimization

    Capital Optimization Reduce capital demand Improve utilization

  84. Slide 84: Tractor Count at Year End

    Tractor Count at Year End * includes leased sleepers ** year-end projection Yellow Transportation, Inc. - Combined L/H Tractors* and City Power 7,000 8,000 9,000 10,000 11,000 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003**

  85. Slide 85: Trailer Count at Year End

    Trailer Count at Year End * includes 2003 L/H and city trailer purchases made in 2002 ** year-end projection Yellow Transportation, Inc. - Combined L/H and City Trailers 28,000 30,250 32,500 34,750 37,000 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002* 2003**

  86. Slide 86: Mechanic Count at Year End

    Mechanic Count at Year End * year-end projection Yellow Transportation, Inc. 1,000 1,100 1,200 1,300 1,400 1,500 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003*

  87. Slide 87: Variable Cost Management

    Variable Cost Management Labor optimization Service performance

  88. Slide 88: CGB Breakbulk Status Report

    CGB Breakbulk Status Report – 9/01/03-9/14/03

  89. Slide 89: Vital Signs Demonstration

    Variable Cost Management Vital Signs Demonstration

  90. Slide 90: Engineered Systems - ISO 9001-2000

    Engineered Systems - ISO 9001-2000

  91. Slide 91: Consumer Centric Initiative (CCI)

    Consumer Centric Initiative (CCI) Sample E-mail Sample Key Initiative Sample Archive

  92. Slide 92: Terminal Operating System

    Terminal Operating System

  93. Slide 93: Yes We Can

    YES WE CAN:

  94. Slide 94: Analysts Meeting

    Analysts Meeting

  95. Slide 95: Lynn Caddell

    Lynn Caddell President, Yellow Technologies

  96. Slide 96: The Yellow Core Purpose

    The Yellow Core Purpose To make global commerce work by connecting people, places and information.

  97. Slide 97: The Yellow Technologies Mission

    The Yellow Technologies Mission To provide innovative information solutions and exceptional technology services that create a competitive advantage for Yellow businesses.

  98. Slide 98: The Yellow Technologies Difference

    The Yellow Technologies Difference Driven by the business Prioritized by the business No technology for technology’s sake Technology has a seat at the table Management teams tightly integrated Part of the decision-making process

  99. Slide 99: Innovative Information Solutions: Customers

    Innovative Information Solutions Customers MyYellow.com Customer Service Centers Exact Express -- ease of engagement

  100. Slide 100: Innovative Information Solutions: Operations

    Innovative Information Solutions Operations Sysnet Stats and Docs Manpower planning Employees Sales information tools Intranet

  101. Slide 101: Exceptional Technology Services

    Exceptional Technology Services System availability Enterprise architecture Leverage domain expertise Easy to do business with Secure environment

  102. Slide 102: Creating a Competitive Advantage

    Creating a Competitive Advantage 130,000 registered customers Operational Efficiency Efficient variable-speed network Industry-leading cost management systems Impact One network serving multiple markets 80% of costs variable with business volumes Customer Interface World-class Customer Service Cente

  103. Slide 103: An inside look at the Yellow Customer Service Centers

    An inside look at the Yellow Customer Service Centers

  104. Slide 104: Recognized for Excellence

    Recognized for Excellence

  105. Slide 105: Looking Ahead

    Looking Ahead RFID Data warehouse Joint applications with Roadway

  106. Slide 106: Analysts Meeting

    Analysts Meeting

  107. Slide 107: Jim Ritchie

    Jim Ritchie President and CEO, Meridian IQ

  108. Slide 108: The Meridian IQ Mission

    The Meridian IQ Mission To be the recognized leader in transportation solutions management.

  109. Slide 109: Covering the Basics

    Covering the Basics What is Meridian IQ? A global transportation management company What do you do? We plan and coordinate the movement of goods throughout the world How do you create value? We design, implement and manage global transportation solutions via any mode, anywhere, any time that provide

  110. Slide 110: Meridian IQ

    Meridian IQ Formed in 2002 as a non-asset transportation solutions provider Combined several existing businesses within the Yellow company portfolio Headquartered in Overland Park 445 employees 8,500 customers 10 dedicated global offices Gross billings have doubled to a 2003 projection of $200 MM Pr

  111. Slide 111: Understanding the Needs of the Market

    Understanding the Needs of the Market Insourcing A large gap between the ROI promised and reality Lack of transportation management expertise exacerbates the ROI failure Too much investment sitting on a shelf Outsourcing Outsourcing requires actions that are difficult to reverse should a customer be

  112. Slide 112: Meridian IQ Business Structure and Target Market

    Transportation Management Hosted Technology Managed Transportation Consulting Services Global Freight Forward’g / Brokerage Multi-Modal Brokerage Services Domestic Forwarding & Expedited Services Business Structure Target Market Fortune 300 and below

  113. Slide 113: The Services We Provide

    Global Freight Forward’g / Brokerage Domestic Forwarding & Expedited Services Multi-Modal Brokerage Services Transportation Management Hosted Technology Managed Transportation Consulting Services The Services We Provide Transactual Contractual Farming transactual clients to establish contractual sol

  114. Slide 114: Meridian IQ Strategy

    Meridian IQ Strategy Bridging the gap between insourcing and outsourcing Outsource Insource Logistics Managers Fortune 300 Fortune 300 - 2000 Less Than Fortune 2000 (<$300M Rev) Meridian IQ 100s Software Companies 100s Logistics Providers Technology Developers Solutions for an underserved market

  115. Slide 115: Value Drivers for the Client

    Value Drivers for the Client Ability to acquire industry-leading technology at very competitive pricing Key personnel are focused on strategies other than transportation management Flexible solutions focused on business processes vs. full functional outsourcing required by traditional 3PLs Leveraged

  116. Slide 116: Sales Process

    Sales Process Highly complex buy process with multiple buyers and stakeholders Decision is usually made at a VP level or higher Process usually takes a minimum of six months Significant cost to prepare a proposal Each contract is customized to the client’s specific requirements Finishing second pays

  117. Slide 117: Value Model

    Value Model Strategic Planning Network Configuration Manage Operations Business Intelligence Continuous Improvement Value Drivers Best practice Meet predefined objectives Measure results, not activity Target Value Express results in customer-centered metrics A defined approach ensures we deliver the

  118. Slide 118: Case Study

    Case Study

  119. Slide 119: Consumer Products and Auto Supplier

    Consumer Products and Auto Supplier Aggressive growth via acquisition Moving from a decentralized to centralized environment 17 U.S. and Mexico plants that managed transportation independent of each other Outsourced one of their plants to MegaSys 7 years ago Typical shipper from mode perspective

  120. Slide 120: Consumer Products and Auto Supplier: Client Objectives

    Consumer Products and Auto Supplier Client Objectives: Reduce transportation expenses by 10% Create a compliant environment Gain access to leading technology without the investment Achieve ROI in 2003 Establish framework to standardize processes and share best practices

  121. Slide 121: Intercompany Synergy

    Intercompany Synergy Current modal usage: air expedite, ground expedite, customs brokerage, international, freight brokerage, auditing fees, truckload, LTL, small package, vendor truck, inter-plant Current spend: in excess of $65 million Yellow/Roadway current revenue: less than 1% Potential Yellow

  122. Slide 122: Value Proposition

    Value Proposition Transportation savings of 14% Technology ensures compliance Client gains optimization efficiencies from Power TMS ROI begins in Q-4 of this year! Management team standardizes processes and shares best practices Economic results are guaranteed

  123. Slide 123: Analysts Meeting

    Analysts Meeting

  124. Slide 124: Greg Reid

    Greg Reid Senior Vice President and Chief Marketing Officer, Yellow Corporation

  125. Slide 125: Marketing

    Marketing Understand market trends and customer need Monitor customer behavior Create strategic direction Translate into communication positioning

  126. Slide 126: Brand

    Brand The promise and delivery of an experience that the target market finds engaging and fulfilling Goal not to simply meet expectations but to exceed expectations

  127. Slide 127: Customer (Consumer)

    Customer (Consumer)

  128. Slide 128: Service Profit Chain

    Service Profit Chain Profit and Growth Build External Consumer Satisfaction and Loyalty Create Service Quality and Value Build Internal Customer Satisfaction Len Slesinger

  129. Slide 129: Fact-Based Decision Making

    Fact-Based Decision Making Consumer-oriented metrics are at the heart of our ongoing Transformation Ensures listening to all audiences Statistically valid performance monitoring Challenge conventional thinking

  130. Slide 130: Voice of the Consumer Research

    Voice of the Consumer Research Monthly Consumer Satisfaction Tracking (CSAT) Over 500 monthly phone interviews Respondents have “most day-to-day contact” with transportation providers Respondents evaluate all services: Standard Ground, Exact Express, Definite Delivery, Yellow GPS, and Canada service

  131. Slide 131: Voice of the Consumer Research (cont.)

    Voice of the Consumer Research (cont.) Consumer Value Analysis (CVA) Quarterly market/competitor analysis involving over 700 decision makers All key companies evaluated Blind study Projectable results

  132. Slide 132: Key Findings

    Key Findings Time constrained professionals with multiple responsibilities Value “One Stop Shop” concept Needs for multiple services beyond traditional LTL Requires the value of premium specialty services Superior value creates loyalty

  133. Slide 133: Consumer Value Model

    Consumer Value Model The weight of the line denotes the impact of that attribute on Overall Quality and Competitively Priced Interactions Overall Quality Competitively Priced SOURCE: 2002 Fall CVA Handling Tracking Info Transit Times Pick Up Willing to Negotiate Price Market Breadth

  134. Slide 134: Consumer Value Model

    Consumer Value Model Quality + Price = Value Overall Quality Value Competitively Priced 34% 66% SOURCE: 2002 Fall CVA

  135. Slide 135: Relative Price vs Relative Quality: Superior Value

    20 10 Relative Price 10 20 Relative Quality Superior Value 30

  136. Slide 136: Relative Price vs Relative Quality: Inferior Value

    Inferior Value Relative Price Relative Quality

  137. Slide 137: Positioning

    Positioning

  138. Slide 138: Yes We Can

    YES WE CAN:

  139. Slide 139: The Boss Chose Our Color

    T HE B OSS C HOSE O UR C OLOR . T HE B OSS W AS C OLOR B LIND. I N 1924 Y OU D IDN’T C ORRECT T HE B OSS.

  140. Slide 140: Yellow: Great At Shipping. Terrible At Color.

    Y ELLOW Y ELLOW G REAT A T S HIPPING . T ERRIBLE A T C OLOR . B LUE G REEN

  141. Slide 141: Makes You Want To Ship Something

    M AKES Y OU W ANT T O S HIP S OMETHING. D OESN’T I T.

  142. Slide 142: Slide 142

  143. Slide 143: Slide 143

  144. Slide 144: Cause Marketing

    Cause Marketing

  145. Slide 145: Sponsorship Marketing

    Sponsorship Marketing

  146. Slide 146: Motorsports Schedule

    Motorsports Schedule 2003 NASCAR BUSCH SERIES SCHEDULE Feb. 15: Daytona International Speedway Feb. 22: North Carolina Speedway March 1: Las Vegas Motor Speedway March 15: Darlington Raceway March 22: Bristol Motor Speedway March 29: Texas Motor Speedway April 5: Talladega Superspeedway April 12: Na

  147. Slide 147: Competitive Positioning

    Competitive Positioning

  148. Slide 148: Slide 148

  149. Slide 149: Slide 149

  150. Slide 150: Slide 150

  151. Slide 151: A no-fee money-back guarantee on LTL shipments

    A no-fee money- back guarantee on LTL shipments.

  152. Slide 152: Definite Delivery

    ‘or ne Definite LDSELOLY,

  153. Slide 153: Analysts Meeting

    Analysts Meeting

Yellow — Merger or Acquisition (October 2003) on 6ix