Yellow Corporation · OTC:YELLQ
Yellow — Yellow Roadway — Merger or Acquisition (May 2005)
13 slides from Yellow's merger presentation, May 24, 2005
Slide 1: Investors and Analysts Meeting May 24, 2005
Investors and Analysts Meeting May 24, 2005
Slide 2: Strategic Rationale for USF Acquisition
Strategic Rationale for USF Acquisition Scale Combined revenue in excess of $9 billion $6 billion in combined assets Over 70,000 employees 25,000 trucks and 90,000 trailers with over 1,000 locations worldwide Services Comprehensive next day services nationwide Extensive national networks Premium ser
Slide 3: Strategic Rationale for USF Acquisition (continued)
Strategic Rationale for USF Acquisition (continued) Synergies $40 million expected in the first twelve months About $10 - $15 million required to be accretive Longer-term synergy potential in excess of $150 million About $1.50 per share on a pro forma basis Expect to capture in less than 3 years
Slide 4: Synergy Opportunities
Synergy Opportunities Area Opportunity Specific Examples Corporate/Back Office Exchange best practices & technology Legal Reduce duplicate staff & functions Marketing Human Resources Finance/Accounting Technology Optimize technology infrastructures Data centers Develop common applications Communicat
Slide 5: Deal Consideration
Deal Consideration Per Share Total** (in millions) Cash portion $29.25 $833.6 Stock portion $16.52* $470.8 Total consideration to USF shareholders $45.77 $1,304.4 *estimated based on the average of the high & low closing prices on May 20, 2005 **based on 28.5 million USF shares outstanding, subject
Slide 6: Debt Structure at Closing
Debt Structure at Closing Principal Debt (in millions) Interest Rate Fixed/ Variable Convertibles—tranche 1 $250.0 5.00% Fixed Convertibles—tranche 2 150.0 3.38% Fixed Roadway senior notes* 225.0 8.25% Fixed USF senior notes—tranche 1* 150.0 8.50% Fixed USF senior notes—tranche 2* 100.0 6.50% Fixed
Slide 7: Capital Structure/Credit Ratings
Capital Structure/Credit Ratings Debt to Capital (net of cash) ~48% <43% <35% at closing 12/31/05 12/31/06 Credit Ratings: S&P BBB- Stable Moody’s Ba1 Stable Fitch BBB- Stable We expect our debt-to-cap to be within our targeted range of less than 35% by the end of 2006.
Slide 8: Management & Board of Directors
Management & Board of Directors Bill Zollars – Chairman, President & CEO of Yellow Roadway The Yellow Roadway Operating Management James Welch – President of Yellow Transportation Bob Stull – President of Roadway Express Jim Staley – President of YRC Regional Transportation Jim Ritchie – President o
Slide 9: Reportable Segments
Reportable Segments Yellow Transportation Roadway Express YRC Regional Transportation, which includes the consolidation of New Penn Holland Dugan Bestway Reddaway Glen Moore Meridian IQ/USF Logistics Corporate
Slide 10: Second Quarter 2005 Guidance
Second Quarter 2005 Guidance Consolidated* YRC standalone USF standalone EPS $1.35 - $1.40 $1.35 - $1.40 $.50 - $.55 Diluted shares 56.2 million 51.6 million 28.5 million We expect the USF acquisition to be about $.02 - $.03 per share dilutive in the second quarter Earnings release after market clos
Slide 11: Full Year 2005 Guidance
Full Year 2005 Consolidated* Guidance EPS $5.35 - $5.50 Revenue $8.5 – $8.6 billion Interest expense $63 - $65 million Tax rate 38.3% - 38.6% Diluted shares 58 million Net USF synergies $8 - $10 million *includes USF results from 5/25/05 through 12/31/05
Slide 12: Forward-Looking Statements
Forward-Looking Statements This presentation (and oral statements made regarding the subjects of this presentation contain 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. Words
Slide 13: Yellow Roadway Corporation
Yellow Roadway Corporation yellowroadway.com WHIDW roapway we FEMER® rey, meridion 10. Making global commerce work by connecting people, places and information