10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[ü]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	For the Period ended September 13, 2003.
	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 000-32821

ROADWAY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 34-1956254
(I.R.S. Employer Identification No.)

1077 Gorge Boulevard, Akron, OH
(Address of principal executive offices) 44310
(Zip Code)

Registrant’s telephone number, including area code (330) 384-1717

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 [ü]   No [   ].

Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). Yes [ü]   No [   ].

     The number of shares of common stock ($.01 par value) outstanding as of September 13, 2003 was 20,422,417.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
	Condensed Consolidated Balance Sheets
	Condensed Statements of Consolidated Income
	Condensed Statements of Consolidated Income
	Condensed Statements of Consolidated Cash Flows
	Notes to Condensed Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 2. Changes in securities and use of proceeds
	Item 5. Other information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EX-10.21 Change in Control Severance Agreement
EX-31.1 Cert for CEO
EX-31.2 Cert for CFO
EX-32.1 Cert for CEO
EX-32.2 Cert for CFO
EX-99.1 Financial Statements 9-13-03 and 9-7-02
EX-99.2 Financial Statements 9-13-03 and 9-7-02

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Roadway Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)

			September 13, 2003		December 31, 2002
			(in thousands, except share data)
Assets
Current assets:
	Cash and cash equivalents		$	132,894	$	106,929
	Accounts receivable, including retained interest in securitized receivables, net			241,975		230,216
	Assets of discontinued operations			—		87,431
	Other current assets			48,125		38,496
Total current assets				422,994		463,072
Carrier operating property, at cost				1,509,280		1,515,648
Less allowance for depreciation				1,017,936		1,006,465
Net carrier operating property				491,344		509,183
Goodwill, net				285,874		283,910
Other assets				83,201		79,708
Total assets			$	1,283,413	$	1,335,873
Liabilities and shareholders’ equity
Current liabilities:
	Accounts payable		$	187,924	$	193,501
	Salaries and wages			125,863		151,464
	Liabilities of discontinued operations			—		32,407
	Other current liabilities			58,951		83,518
Total current liabilities				372,738		460,890
Long-term liabilities:
	Casualty claims and other			71,584		78,548
	Accrued pension and retiree medical			146,582		135,053
	Long-term debt			248,924		273,513
Total long-term liabilities				467,090		487,114
Shareholders’ equity:
	Common Stock - $.01 par value
		Authorized - 100,000,000 shares
		Issued - 20,556,714 shares		206		206
		Outstanding – 20,422,417 in 2003 and 19,368,590 in 2002
	Other shareholders’ equity			443,379		387,663
Total shareholders’ equity				443,585		387,869
Total liabilities and shareholders’ equity			$	1,283,413	$	1,335,873

Note: The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements.

1

Roadway Corporation and Subsidiaries
Condensed Statements of Consolidated Income (Unaudited)

		Twelve Weeks Ended
		(Third Quarter)
		September 13, 2003			September 7, 2002
		(in thousands, except per share data)
Revenue		$	751,594		$	681,696
Operating expenses:
	Salaries, wages and benefits		477,174			438,017
	Operating supplies and expenses		122,412			108,176
	Purchased transportation		77,246			63,850
	Operating taxes and licenses		18,515			17,966
	Insurance and claims expense		15,133			16,483
	Provision for depreciation		16,658			18,079
	Net (gain) loss on disposal of operating property		(5,068	)		1,075
	Compensation and other expense related to the acquisition by Yellow Corporation		24,337			—
Total operating expenses			746,407			663,646
Operating income from continuing operations			5,187			18,050
Interest (expense)			(4,735	)		(5,469	)
Other (expense), net			(1,544	)		(1,181	)
(Loss) income from continuing operations before income taxes			(1,092	)		11,400
Provision for income taxes			2,309			4,944
(Loss) income from continuing operations			(3,401	)		6,456
Income from discontinued operations			—			480
Net (loss) income		$	(3,401	)	$	6,936
(Loss) earnings per share – basic:
	Continuing operations	$	(0.18	)	$	0.35
	Discontinued operations		—			0.03
Total (loss) earnings per share – basic		$	(0.18	)	$	0.38
(Loss) earnings per share – diluted:
	Continuing operations	$	(0.18	)	$	0.33
	Discontinued operations		—			0.03
Total (loss) earnings per share – diluted		$	(0.18	)	$	0.36
Average shares outstanding – basic			19,460			18,478
Average shares outstanding – diluted			19,460			18,914
Dividends declared per share		$	0.05		$	0.05

See notes to condensed consolidated financial statements.

2

Roadway Corporation and Subsidiaries
Condensed Statements of Consolidated Income (Unaudited)

		Thirty-six Weeks Ended
		(Three Quarters)
		September 13, 2003			September 7, 2002
		(in thousands, except per share data)
Revenue		$	2,247,192		$	1,936,666
Operating expenses:
	Salaries, wages and benefits		1,420,832			1,264,454
	Operating supplies and expenses		382,846			314,489
	Purchased transportation		227,755			173,134
	Operating taxes and licenses		57,069			51,011
	Insurance and claims expense		44,774			41,043
	Provision for depreciation		50,827			54,319
	Net (gain) loss on disposal of operating property		(4,227	)		1,653
	Compensation and other expense related to the acquisition by Yellow Corporation		24,337			—
Total operating expenses			2,204,213			1,900,103
Operating income from continuing operations			42,979			36,563
Interest (expense)			(14,616	)		(16,406	)
Other (expense), net			(4,501	)		(3,891	)
Income from continuing operations before income taxes			23,862			16,266
Provision for income taxes			12,790			7,047
Income from continuing operations			11,072			9,219
(Loss) income from discontinued operations			(155	)		1,642
Net income		$	10,917		$	10,861
Earnings (loss) per share – basic:
	Continuing operations	$	0.58		$	0.50
	Discontinued operations		(0.01	)		0.09
Total earnings per share – basic		$	0.57		$	0.59
Earnings (loss) per share – diluted:
	Continuing operations	$	0.58		$	0.48
	Discontinued operations		(0.01	)		0.09
Total earnings per share – diluted		$	0.57		$	0.57
Average shares outstanding – basic			19,018			18,502
Average shares outstanding – diluted			19,038			18,982
Dividends declared per share		$	0.15		$	0.15

See notes to condensed consolidated financial statements.

3

Roadway Corporation and Subsidiaries
Condensed Statements of Consolidated Cash Flows (Unaudited)

	Thirty-six Weeks Ended
	(Three Quarters)
	September 13, 2003			September 7, 2002
	(in thousands)
Cash flows from operating activities
Income from continuing operations	$	11,072		$	9,219
Depreciation and amortization		53,226			55,565
Other operating adjustments		(10,050	)		(20,654	)
Net cash provided by operating activities		54,248			44,130
Cash flows from investing activities
Purchases of carrier operating property		(37,427	)		(46,863	)
Sales of carrier operating property		9,516			1,934
Business disposal (acquisition)		47,430			(24,191	)
Net cash provided (used) by investing activities		19,519			(69,120	)
Cash flows from financing activities
Dividends paid		(2,941	)		(2,799	)
Sale of treasury shares		8,927			994
(Purchase) of treasury shares		(2,203	)		(14,115	)
Transfer from discontinued operation		—			5,000
Long-term (repayments) borrowings		(51,851	)		(5,000	)
Net cash (used) by financing activities		(48,068	)		(15,920	)
Effect of exchange rate changes on cash		305			(200	)
Net increase (decrease) in cash and cash equivalents from continuing operations		26,004			(41,110	)
Net (decrease) in cash and cash equivalents from discontinued operations		(39	)		(4,080	)
Cash and cash equivalents at beginning of period		106,929			110,432
Cash and cash equivalents at end of period	$	132,894		$	65,242

The following table shows all non-cash investing and financing activities for the three quarters ended September 13, 2003 and September 7, 2002:

	Thirty-six Weeks Ended
	(Three Quarters)
	September 13, 2003		September 7, 2002
	(in thousands)
Investing activities: Issuance of Note Receivable in connection with the sale of ATS	$	8,000	$	–
Financing activities: Issuance of Treasury shares to fund various employee stock plans	$	20,935	$	13,568

See notes to condensed consolidated financial statements.

4

Roadway Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the twelve and thirty-six weeks ended September 13, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Roadway Corporation Annual Report on Form 10-K for the year ended December 31, 2002.

Roadway Corporation (the Company) operates on 13 four-week accounting periods with 12 weeks in each of the first three quarters and 16 weeks in the fourth quarter.

The Company completed the required transitional goodwill impairment test under SFAS No. 142 for all reporting units effective June 21, 2003 which did not indicate any impairment. The Company expects to perform the required annual goodwill impairment assessment on a recurring basis at the end of the second quarter each year, or more frequently should any indicators of possible impairment be identified.

Roadway recognizes revenue on the date that freight is delivered to the consignee, at which time all services have been rendered. Roadway recognizes revenue on a gross basis since we are the primary obligor in the arrangement, even if we use other transportation service providers who act on our behalf, because we are responsible to the customer for complete and proper shipment, including the risk of physical loss or damage of the goods and cargo claims issues. In addition, we retain all credit risk. Related expenses are recognized as incurred.

5

Note 2—Stock-based compensation

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure. The Company has adopted the disclosure provision of SFAS No. 148 as of December 31, 2002. As permitted under SFAS No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, the Company has elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees. The Company has issued stock options for which compensation expense is not recognized in the Company’s financial statements because the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of grant.

The following table sets forth the impact of stock based compensation had we elected to follow SFAS 123:

				Twelve weeks ended					Thirty-six weeks ended
				(Third quarter)					(Three quarters)
				Sept 13, 2003			Sept 7, 2002		Sept 13, 2003			Sept 7, 2002
				(in thousands, except per share data)
(Loss) income—as reported from:
	Continuing operations			$	(3,401	)	$	6,456	$	11,072		$	9,219
	Discontinued operations				—			480		(155	)		1,642
Net (loss) income—as reported				$	(3,401	)	$	6,936	$	10,917		$	10,861
Add: Stock-based compensation expense included in reported income from continuing operations, net of tax effects.				$	7,807		$	1,183	$	10,088		$	3,748
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax effects.					8,091			1,454		10,807			4,453
(Loss) income—pro forma from:
	Continuing operations				(3,685	)		6,185		10,353			8,514
	Discontinued operations				—			480		(155	)		1,642
			Net (loss) income—pro forma	$	(3,685	)	$	6,665	$	10,198		$	10,156
Basic (loss) earnings per share
	As reported: continuing operations			$	(0.18	)	$	0.35	$	0.58		$	0.50
	As reported: discontinued operations				—			0.03		(0.01	)		0.09
			As reported: total	$	(0.18	)	$	0.38	$	0.57		$	0.59
	Pro forma: continuing operations			$	(0.20	)	$	0.33	$	0.54		$	0.46
	Pro forma: discontinued operations				—			0.03		(0.01	)		0.09
			Pro forma total	$	(0.20	)	$	0.36	$	0.53		$	0.55
Diluted (loss) earnings per share
	As reported: continuing operations			$	(0.18	)	$	0.33	$	0.58		$	0.48
	As reported: discontinued operations				—			0.03		(0.01	)		0.09
			As reported: total	$	(0.18	)	$	0.36	$	0.57		$	0.57
		Pro forma: continuing operations		$	(0.20	)	$	0.32	$	0.54		$	0.44
		Pro forma: discontinued operations			—			0.03		(0.01	)		0.09
			Pro forma: total	$	(0.20	)	$	0.35	$	0.53		$	0.53

6

Note 3—Pending acquisition of the Company by Yellow Corporation

Roadway Corporation announced on July 8, 2003 that a definitive agreement had been signed under which Yellow Corporation would acquire Roadway for approximately $966 million, or $48 per share (based on a fixed exchange ratio and a 60-day average price per share of $24.95 for Yellow common stock in a half cash, half stock transaction). If this transaction proceeds to the ultimate acquisition of Roadway Corporation by Yellow Corporation, Roadway Corporation will no longer exist as a Registrant. Separate disclosure of audited financial statements may be required to satisfy financing requirements by creditors, however, no such reporting requirements have as yet been determined.

Note 4—Discontinued operations

On December 26, 2002, the Company entered into an agreement to sell Arnold Transportation Services (ATS) to a management group led by the unit’s president and a private equity firm, for approximately $55 million, consisting of $47 million in cash and an $8 million note. The ATS business segment was acquired as part of the Company’s purchase of Arnold Industries, Inc. (subsequently renamed Roadway Next Day Corporation) in November 2001, but did not fit the Company’s strategic focus of being a less-than-truckload (LTL) carrier. The transaction was completed on January 23, 2003. The Company recognized a gain of $150,000, net of tax, as a result of this transaction.

The Company has reported the ATS results as a discontinued operation in the accompanying financial statements and, unless otherwise stated, the notes to the financial statements for all periods presented exclude the amounts related to this discontinued operation.

Note 5—Earnings per Share

The following table sets forth the computation of basic and diluted (loss) earnings per share:

		Twelve Weeks Ended					Thirty-six Weeks Ended
		(Third Quarter)					(Three Quarters)
		Sept 13, 2003			Sept 7, 2002		Sept 13, 2003			Sept 7, 2002
		(in thousands, except per share data)
(Loss) income from:
	Continuing operations	$	(3,401	)	$	6,456	$	11,072		$	9,219
	Discontinued operations		—			480		(155	)		1,642
Net (loss) income		$	(3,401	)	$	6,936	$	10,917		$	10,861
Weighted-average shares for basic earnings per share			19,460			18,478		19,018			18,502
Management incentive stock plans			—			436		20			480
Weighted-average shares for diluted earnings per share			19,460			18,914		19,038			18,982
Basic (loss) earnings per share from:
	Continuing operations	$	(0.18	)	$	0.35	$	0.58		$	0.50
	Discontinued operations		—			0.03		(0.01	)		0.09
Basic earnings per share		$	(0.18	)	$	0.38	$	0.57		$	0.59
Diluted (loss) earnings per share from:
	Continuing operations	$	(0.18	)	$	0.33	$	0.58		$	0.48
	Discontinued operations		—			0.03		(0.01	)		0.09
Diluted (loss) earnings per share		$	(0.18	)	$	0.36	$	0.57		$	0.57

For all periods presented, there were no stock options or other potentially dilutive securities that could potentially dilute basic earnings per share in the future that were not included in the computation of dilutive earnings per share.

7

Note 6—Segment information

The Company provides freight services in two business segments: Roadway Express (Roadway) and New Penn Motor Express (New Penn). The Roadway segment provides long haul, expedited, and regional LTL freight services in North America and offers services to over 100 countries worldwide. The New Penn segment provides regional, next-day ground LTL freight service operating primarily in New England and the Middle Atlantic States.

The Company’s reportable segments are identified based on differences in products, services, and management structure. Operating income is the primary measure used by our chief operating decision-maker in evaluating segment profit and loss and in allocating resources and evaluating segment performance. Business segment assets consist primarily of customer receivables, net carrier operating property, and goodwill.

		Twelve weeks ended September 13, 2003
		(Third Quarter)
		Roadway Express			New Penn			Total
		(in thousands)
Revenue		$	700,668		$	50,926		$	751,594
Operating expense:
	Salaries, wages & benefits		441,446			33,412			474,858
	Operating supplies		117,826			7,247			125,073
	Purchased transportation		76,729			517			77,246
	Operating license and tax		17,025			1,390			18,415
	Insurance and claims		14,530			527			15,057
	Depreciation		14,250			2,239			16,489
	Net (gain) loss on sale of operating property		(5,069	)		1			(5,068	)
	Compensation and other expense related to the Yellow acquisition		23,374			963			24,337
Total operating expense			700,111			46,296			746,407
Operating income		$	557		$	4,630		$	5,187
Operating ratio			99.9	%		90.9	%		99.3	%
Total assets		$	802,834		$	406,365		$	1,209,199

8

Note 6—Segment information (continued)

		Twelve weeks ended September 7, 2002
		(Third Quarter)
		Roadway Express			New Penn			Total
		(in thousands)
Revenue		$	631,158		$	50,538		$	681,696
Operating expense:
	Salaries, wages & benefits		402,918			33,171			436,089
	Operating supplies		104,540			5,929			110,469
	Purchased transportation		63,318			532			63,850
	Operating license and tax		16,512			1,420			17,932
	Insurance and claims		15,488			784			16,272
	Depreciation		15,507			2,452			17,959
	Net loss (gain) on sale of operating property		1,129			(54	)		1,075
Total operating expense			619,412			44,234			663,646
Operating income		$	11,746		$	6,304		$	18,050
Operating ratio			98.1	%		87.5	%		97.4	%
Total assets		$	725,538		$	366,733		$	1,092,271

		Thirty-six weeks ended September 13, 2003
		(Three Quarters)
		Roadway Express			New Penn			Total
					(in thousands)
Revenue		$	2,097,068		$	150,124		$	2,247,192
Operating expense:
	Salaries, wages & benefits		1,313,985			99,512			1,413,497
	Operating supplies		369,386			22,158			391,544
	Purchased transportation		226,247			1,508			227,755
	Operating license and tax		52,586			4,206			56,792
	Insurance and claims		42,024			2,165			44,189
	Depreciation		43,646			6,680			50,326
	Net (gain) loss on sale of operating property		(4,288	)		61			(4,227	)
	Compensation and other expense related to the Yellow acquisition		23,374			963			24,337
Total operating expense			2,066,960			137,253			2,204,213
Operating income		$	30,108		$	12,871		$	42,979
Operating ratio			98.6	%		91.4	%		98.1	%

9

Note 6—Segment information (continued)

		Thirty-six weeks ended September 7, 2002
		(Three Quarters)
		Roadway Express			New Penn			Total
		(in thousands)
Revenue		$	1,791,125		$	145,541		$	1,936,666
Operating expense:
	Salaries, wages & benefits		1,161,888			96,602			1,258,490
	Operating supplies		303,527			17,980			321,507
	Purchased transportation		171,761			1,373			173,134
	Operating license and tax		46,743			4,162			50,905
	Insurance and claims		37,840			2,625			40,465
	Depreciation		46,192			7,757			53,949
	Net loss (gain) on sale of operating property		1,778			(125	)		1,653
Total operating expense			1,769,729			130,374			1,900,103
Operating income		$	21,396		$	15,167		$	36,563
Operating ratio			98.8	%		89.6	%		98.1	%

Reconciliation of segment operating income to consolidated operating income from continuing operations before taxes:

	Twelve Weeks Ended						Thirty-six weeks ended
	(Third Quarter)						(Three quarters)
	Sept 13, 2003			Sept 7, 2002			Sept 13, 2003			Sept 7, 2002
				(in thousands)
Segment operating income from continuing operations	$	5,187		$	18,050		$	42,979		$	36,563
Unallocated corporate income		–			–			–			–
Interest (expense)		(4,735	)		(5,469	)		(14,616	)		(16,406	)
Other (expense), net		(1,544	)		(1,181	)		(4,501	)		(3,891	)
Consolidated (loss) income from continuing operations before taxes	$	(1,092	)	$	11,400		$	23,862		$	16,266

10

Note 6—Segment information (continued)

Reconciliation of total segment assets to total consolidated assets:

	September 13, 2003			December 31, 2002
	(in thousands)
Total segment assets	$	1,209,199		$	1,211,584
Unallocated corporate assets		101,901			41,351
Assets of discontinued operations		–			87,431
Elimination of intercompany balances		(27,687	)		(4,493	)
Consolidated assets	$	1,283,413		$	1,335,873

Note 7—Comprehensive Income

Comprehensive income differs from net income due to foreign currency translation adjustments and derivative fair value adjustments as shown below:

	Twelve weeks Ended						Thirty-six weeks ended
	(Third Quarter)						(Three quarters)
	Sept 13, 2003			Sept 7, 2002			Sept 13, 2003		Sept 7, 2002
				(in thousands)
Net (loss) income	$	(3,401	)	$	6,936		$	10,917	$	10,861
Foreign currency translation adjustments		(707	)		(628	)		5,069		(684	)
Derivative fair value adjustment		–			158			126		158
Comprehensive (loss) income	$	(4,108	)	$	6,466		$	16,112	$	10,335

Note 8—Goodwill

At December 31, 2002 and September 13, 2003, the Company’s goodwill included $269 million recorded in connection with our acquisition of Arnold Industries Inc., renamed Roadway Next Day Corporation, on November 30, 2001. The Company initially recognized goodwill in the amount of $254 million at December 31, 2001. The preliminary purchase price allocation between New Penn Motor Express (New Penn) and Arnold Transportation Services (ATS) was expected to be adjusted as estimated fair values of assets acquired and liabilities assumed were finalized during 2002.

The preliminary allocation of goodwill was calculated based on the historic book values of assets, liabilities assumed, and an estimated purchase price allocation for the entity. During 2002, various adjustments were made to the preliminary purchase price that included direct acquisition costs, finalization of a third-party appraisal of the assets, an analysis of existing tax liabilities, and the pending sale of ATS. The third-party property appraisal resulted in the write-down of carrier operating property values due to the depressed used equipment market.

The final valuation of ATS was based on the sales price of $55 million, negotiated on October 2, 2002 between that unit’s president, a private equity firm, and the Company. The price is consistent with actual market valuations from other interested potential purchasers obtained in the fall of 2002.

11

Note 8—Goodwill (continued)

No indicator of impairment in the value of ATS existed from the date of purchase through the final sale. There was no change in operational performance during 2002 that would have caused us to modify the value of ATS. Despite declining overall economic market conditions in 2002 compared to 2001, ATS’ operating revenue and operating income remained constant.

The sale of ATS, while not contemplated at the time of acquisition, was negotiated within one year of the purchase, and was accordingly deemed the most reasonable fair value of the ATS entity. In addition, the allocation of goodwill primarily to New Penn was considered appropriate, as the entity originally sought in the acquisition of Arnold Industries, Inc. was New Penn. The acquisition presented Roadway with a strategic opportunity to build upon and extend its transportation services. New Penn, the less-than-truckload business unit, has historically had one of the lowest (best) operating ratios in the industry. The operating ratio is calculated as operating expenses divided by revenue.

The goodwill allocation between the Roadway Next Day Corporation entities at December 31, 2001 and December 31, 2002 is as follows (in thousands):

	New Penn		ATS		Roadway Next Day		Total
Preliminary	$	187,576	$	65,956		—	$	253,532
Final	$	268,894		—	$	199	$	269,093

The following table shows all the changes to goodwill during 2002 (in thousands). There have been no changes to goodwill since December 31, 2002.

Goodwill, December 31, 2001	$	253,532
Additional direct transaction costs		998
Net write-down of assets to appraisal value		21,837
Reclassification to intangible assets		(5,630	)
Tax accrual adjustment		(1,644	)
Goodwill, December 31, 2002	$	269,093

Note 9—Intangible assets other than goodwill

The following table shows the identifiable intangible assets other than goodwill, and indicates which assets are subject to amortization and the life assigned to them. These assets are recorded on the books of the New Penn segment. The estimated aggregate amortization expense is $654,000 in the next fiscal year and $154,000 in each of the fours years thereafter.

As of September 13, 2003:

					Expense
					recognized
			Accumulated		through three
Description	Gross amount		amortization		quarters		Life
Customer contracts	$	770,000	$	260,615	$	106,615	5 years
Purchased customer list		3,000,000		2,346,500		346,500	3 years
Trade names		2,750,000		—		—	indefinite
Total	$	6,520,000	$	2,607,115	$	453,115

12

Note 9—Intangible assets other than goodwill (continued)

As of December 31, 2002:

					Expense
					recognized
			Accumulated		through four
Description	Gross amount		amortization		quarters		Life
Customer contracts	$	770,000	$	154,000	$	154,000	5 years
Purchased customer list		3,000,000		2,000,000		2,000,000	3 years
Trade names		2,750,000		—		—	indefinite
Total	$	6,520,000	$	2,154,000	$	2,154,000

Note 10—Contingent Matter

The Company’s former parent, Caliber System, Inc., formerly known as Roadway Services, Inc (which was subsequently acquired by FDX Corporation, a wholly owned subsidiary of FedEx Corporation), is currently under examination by the Internal Revenue Service for tax years 1994 and 1995 (years prior to the spin-off of the Company). The IRS has proposed substantial adjustments for these tax years for multi-employer pension plan deductions. The IRS is challenging the timing, not the validity of these deductions. The Company is unable to predict the ultimate outcome of this matter; however, its former parent intends to vigorously contest these proposed adjustments.

Under a tax sharing agreement entered into by the Company and its former parent on January 2, 1996 (the date of the spin-off) the Company is obligated to reimburse the former parent for any additional taxes and interest that relate to the Company’s business prior to the spin-off. The amount and timing of such payments is dependent on the ultimate resolution of the former parent’s disputes with the IRS and the determination of the nature and extent of the obligations under the tax sharing agreement. On January 16, 2003, the Company made a $14 million payment to its former parent under the tax sharing agreement for taxes and interest related to certain of the proposed adjustments for tax years 1994 and 1995.

We estimate the range of the remaining payments that may be due to the former parent to be $0 to $16 million in additional taxes and $0 to $11 million in related interest, net of tax benefit. The Company has established a $16 million deferred tax liability and certain other reserves with respect to these proposed adjustments. There can be no assurance, however, that the amount or timing of any liability of the Company to the former parent will not have a material adverse effect on the Company’s results of operations and financial position.

13

Note 11—Impact of the acquisition-related charges

We are presenting this schedule to provide additional information for comparability to prior year operating results. This presentation should not be construed as a better measurement than the income statements as defined by generally accepted accounting principles. The following tables show the charges related to the pending acquisition of Roadway Corporation by Yellow Corporation, and their impact on operating income, operating ratio, income taxes, and earnings per share. These charges resulted primarily from the vesting of restricted stock awards, other compensation expense and transaction costs. The Company’s effective tax rate has increased from 42.0% to 53.6% as a result of the non-deductibility of these acquisition-related costs.

			Twelve Weeks Ended September 13, 2003
			(Third quarter)
						Acquisition
			As reported			Charges			As adjusted
Roadway Corporation
Revenue			$	751,594		$	—		$	751,594
Operating expenses				746,407			(24,337	)		722,070
Operating Income				5,187			24,337			29,524
Other (expense), net				(6,279	)		—			(6,279	)
Pretax (loss) income				(1,092	)		24,337			23,245
Income tax expense				2,309			7,454			9,763
Net (loss) income			$	(3,401	)	$	16,883		$	13,482
(Loss) earnings per share (diluted)			$	(0.18	)	$	0.89		$	0.71
Operating ratio				99.3	%					96.1	%
	Roadway Express
Revenue			$	700,668		$	—		$	700,668
Operating expenses				700,111			(23,374	)		676,737
Operating income			$	557		$	23,374		$	23,931
Operating ratio				99.9	%					96.6	%
		New Penn
Revenue			$	50,926		$	—		$	$50,926
Operating expenses				46,296			(963	)		45,333
Operating income			$	4,630		$	963		$	5,593
Operating ratio				90.9	%					89.0	%

14

Note 11—Impact of the acquisition-related charges (continued)

			Thirty-six Weeks Ended September 13, 2003
			(Three Quarters)
						Acquisition
			As reported			Charges			As adjusted
Roadway Corporation
Revenue			$	2,247,192		$	—		$	2,247,192
Operating expenses				2,204,213			(24,337	)		2,179,876
Operating income				42,979			24,337			67,316
Other (expense), net				(19,117	)		—			(19,117	)
Pretax income				23,862			24,337			48,199
Income tax expense				12,790			7,454			20,244
Operating income from continuing operations				11,072			16,883			27,955
(Loss) from discontinued operations				(155	)		—			(155	)
Net income			$	10,917		$	16,883		$	27,800
Earnings per share (diluted)			$	0.57		$	0.89		$	1.46
Operating ratio				98.1	%					97.0	%
	Roadway Express
Revenue			$	2,097,068		$	—		$	2,097,068
Operating expenses				2,066,960			(23,374	)		2,043,586
Operating income			$	30,108		$	23,374		$	53,482
Operating ratio				98.6	%					97.4	%
		New Penn
Revenue			$	150,124		$	—		$	150,124
Operating expenses				137,253			(963	)		136,290
Operating income			$	12,871		$	963		$	13,834
Operating ratio				91.4	%					90.8	%

15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated results of operations for the third quarter ended September 13, 2003 compared to the third quarter ended September 7, 2002

Consolidated revenue was $752 million in the current quarter, a 10% increase from third quarter 2002. This increase was primarily due to increased revenue at Roadway Express following the shutdown in September 2002 of Consolidated Freightways (CF), a major competitor. Operating expenses grew 12.5%, and the operating ratio (operating expenses as a percentage of revenue) deteriorated 1.9 points to 99.3%, compared to last year’s 97.4%. Operating income from continuing operations declined to $5.2 million compared to $18.1 million in the prior year quarter. In the current quarter, we recorded $24.3 million of compensation and other expense related to the Company’s pending acquisition by Yellow Corporation. The compensation expenses related to accelerated vesting of stock and other compensation under various Roadway benefit plans triggered by the pending acquisition. The other non-compensation expenses related to transaction fees paid by the Company. Excluding these charges, consolidated operating income from continuing operations would have been $29.5 million, a 64% increase over the third quarter of 2002, and the operating ratio would have improved to 96.1% compared to 97.4% in the third quarter of 2002 (see Note 11). This increase in operating income from continuing operations and improvement in the operating ratio is attributable to the improved performance of Roadway Express. The net other expense of $1.5 million is primarily composed of financing fees of $0.8 million and amortization of debt costs of $0.6 million associated with the acquisition of Roadway Next Day in 2001. The Company had a net loss of $3.4 million or $0.18 per share (diluted), for the current quarter, compared to a net income of $6.9 million, or $0.36 per share (diluted) in the same quarter last year.

The Company’s effective tax rate differs from the Federal statutory rate due to the impact of state taxes, taxes on foreign operations, and non-deductible operating expenses. The effective tax rate for the first three quarters of 2003 increased to 53.6%, compared to 43.3% in the same period last year, and up from 42% through two quarters of 2003. This increase is due to the impact of the acquisition-related expenses discussed above.

Consolidated results of operations for the three quarters ended September 13, 2003 compared to the three quarters ended September 7, 2002

Consolidated revenue was $2.2 billion in the first three quarters, a 16% increase from the first three quarters of 2002. This increase was primarily due to increased revenue at Roadway Express following the shutdown in September 2002 of CF. In addition, Roadway’s first three quarters of this year contained four more working days than in last year’s first three quarters. Operating expenses grew by 16%, and the operating ratio was flat compared to last year’s 98.1%. Excluding the acquisition-related expenses discussed above, the operating expenses would have increased only 14.7%, and the operating ratio would have improved to 97.0% from last year’s 98.1%. The Company’s consolidated operating income from continuing operations was $43 million, an increase of 18% compared to the first three quarters of 2002. Excluding the acquisition-related expenses, operating income would have increased 84% (see note 11). This increase in operating income from continuing operations is solely attributable to the improved performance of Roadway Express. The net other expense of $4.5 million is primarily composed of financing fees of $2.5 million and amortization of debt costs of $2.3 million associated with the acquisition of Roadway Next Day in 2001. The Company had net income of $10.9 million or $0.57 per share (diluted), for the first three quarters of 2003, unchanged from prior year.

The Company’s effective tax rate differs from the Federal statutory rate due to the impact of state taxes, taxes on foreign operations, and non-deductible operating expenses. The effective tax rate for the first three quarters of 2003 increased to 53.6%, compared to 43.3% in the same period last year, and up from 42% through two quarters of 2003. This increase is due to the impact of the acquisition-related expenses discussed above.

In January 2003, we sold ATS, the truckload subsidiary of Roadway Next Day Corporation, for $55 million, consisting of $47 million in cash and an $8 million note. ATS has been accounted for as a discontinued operation for all periods presented.

16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Roadway Express, Inc.

Results of operations for the third quarter ended September 13, 2003 compared to the third quarter ended September 7, 2002

Roadway Express is a less-than-truckload (LTL) carrier, and all of our services take place within our LTL network of 371 terminals (68% Company-owned; 32% leased) located throughout the United States, Canada and Mexico, which are all operated by Roadway Express. All of the services constitute movement of goods and information through our network of terminals. The operations of the network are evaluated as one business by the chief operating decision-maker, with multiple services co-mingled and handled simultaneously. Roadway Express’ primary service offerings include national LTL, regional LTL, truckload and specialized services. These services often overlap in multiple categories. Specialized services, which consist of International Canada, International Mexico, International Ocean, Domestic Ocean, Time-Critical Service, Air Service, Exhibition Service and Non-Freezable Service, is the fastest growing service. It accounted for approximately 16% of Roadway Express’ total revenue in the current quarter, and increased 13% over the third quarter of 2002. Shipments identified in the different service offerings are handled simultaneously at the same terminals, by the same employees and with the same equipment.

Roadway delivered 1.8 million tons of freight in the current quarter, 6.4% higher than last year’s third quarter. This tonnage increase coupled with a 4.3% increase in revenue per ton led to an 11% increase in revenue, to $701 million. The tonnage improvement is primarily due to the shutdown of CF at the beginning of our fourth quarter in 2002. Net revenue per ton was $396.86, up 4.3% compared to the same quarter last year. A variable rate fuel surcharge averaged 2.9% of revenue in the current quarter compared to 1.8% of revenue in the prior-year quarter. Without the revenue increase relating to the fuel surcharge, freight rates were up 3.2% compared to the third quarter of 2002. This improvement in freight rates is due to contractual rate adjustments and Roadway’s rate increase effective July 13, 2003. The continued economic sluggishness has lead to increased pricing pressures, especially in the regional markets. Total operating expenses increased by 13%, while revenue increased 11%, leading to a deterioration in the operating ratio to 99.9%, compared to a 98.1% in the same quarter last year. Roadway Express was charged with $23.3 million of the acquisition-related charges discussed above, which lead to the poor operating ratio in the current quarter. Excluding these charges, operating expenses would have increased only 9.3%, and the operating ratio would have improved to 96.6%.

We expect that positive tonnage comparisons will not continue through the fourth quarter of 2003, because the fourth quarter of 2002 includes the benefit we derived from the shutdown of CF, and our fourth quarter this year will have four fewer business days than the fourth quarter of 2002.

Salaries, wages, and benefits as a percentage of revenue decreased to 63.0% in the current quarter, from 63.8% in the third quarter of 2002. Both direct and indirect wages reflected this improvement, which was attributable to efficiencies realized because of the increase in freight volume. Included in the benefit expense was a $3.6 million increase in cost associated with the Company-sponsored pension plan, and a $8.3 million increase in variable pay related to performance. Operating supplies and expenses increased slightly to 16.8% of revenue, up from 16.6% in the prior year quarter, as favorable variances due to the growth in freight volume and cost controls were more than offset by higher fuel prices and increases in certain administrative costs. The growth in purchased transportation as a percent of revenue was primarily due to the 13% increase of linehaul miles run on the railroads and other intermodal services. Reductions in public liability insurance expense were offset by increases in cargo claims expense. Depreciation expense declined as a percent of revenue because we were able to handle the significant growth in tonnage using existing capacity.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

In the third quarter of 2003, Roadway Express’ international services generated $2.8 million pretax income. Roadway Express’ international services include effective data and shipment management resulting in timely border crossing and customs clearance. The relative growth in profitability of these international operations in recent years compared to domestic operations has been achieved primarily through the management of the mix and yield, and to a lesser extent cost control, of the freight actually carried to, from, or within Canada. The Canadian component of these international services predominate. In the current quarter Canadian freight mix shift resulted from international Canada freight revenue growth of 11% compared to the third quarter of 2002, while the extremely competitive domestic Canadian freight declined slightly.

The following table is a comparison of operating statistics for the third quarter of 2003 and 2002:

	Twelve Weeks Ended
	(Third Quarter)				Percentage
	Sept 13, 2003		Sept 7, 2002		change
LTL tons		1,458,899		1,347,193		8.3	%
Truckload tons		306,635		312,130		(1.8	)%
Total tons		1,765,534		1,659,323		6.4	%
LTL shipments		3,027,865		2,810,263		7.7	%
Truckload shipments		37,826		37,585		0.6	%
Total shipments		3,065,691		2,847,848		7.6	%
Revenue per LTL ton	$	444.31	$	432.20		2.8	%
Revenue per truckload ton	$	171.07	$	156.68		9.2	%
Total revenue per ton	$	396.86	$	380.37		4.3	%

Results of operations for the three quarters ended September 13, 2003 compared to the three quarters ended September 7, 2002

Roadway delivered 5.3 million tons of freight in the first three quarters, an increase of 12.0% compared to the same period in the prior year. This improvement is primarily due to the shutdown of CF, as discussed above. There were four more working days in the first three quarters of 2003 compared to the same period last year. Net revenue per ton was $396.06, up 4.6% compared to the same three quarters last year. The variable rate fuel surcharge averaged 3.3% of revenue in the three quarters ended September 13, 2003 compared to 1.5% of revenue in the prior-year period. Without the revenue increase relating to the fuel surcharge, freight rates were up 2.7% compared to the first three quarters of 2002. Total operating expenses increased by 16.8%, while revenue increased 17.1%, leading to an improvement in the operating ratio to 98.6%, compared to a 98.8% in the first three quarters last year. As discussed above, Roadway Express was charged with $23.3 million of the acquisition-related charges. Excluding these charges, operating expenses would have increased 15.5%, and the operating ratio would have improved to 97.4%.

Through the first three quarters of 2003, Roadway Express’ international services generated $8.7 million pretax income. International Canadian freight revenue grew 19% compared to three quarters of 2002, while the extremely competitive domestic Canada freight grew by 7%.

The changes in operating expenses that are discussed above in the results of operations for the third quarter 2003 also apply to the three quarters ended September 13, 2003.

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following table is a comparison of operating statistics for the first three quarters of 2003 and 2002:

	Thirty-six Weeks Ended
	(Three Quarters)				Percentage
	Sept 13, 2003		Sept 7, 2002		change
LTL tons		4,384,783		3,866,001		13.4	%
Truckload tons		910,013		862,135		5.6	%
Total tons		5,294,796		4,728,136		12.0	%
LTL shipments		9,223,684		8,151,571		13.2	%
Truckload shipments		112,445		104,486		7.6	%
Total shipments		9,336,129		8,256,057		13.1	%
Revenue per LTL ton	$	443.52	$	428.85		3.4	%
Revenue per truckload ton	$	167.41	$	154.49		8.4	%
Total revenue per ton	$	396.06	$	378.82		4.6	%

New Penn Motor Express

Results of operations for the third quarter ended September 13, 2003 compared to the third quarter ended September 7, 2002

Revenue was $51 million for the third quarter of 2003, up 0.8% from the third quarter of 2002. Tonnage was 2.5% lower and freight rates were 3.3% higher. The slow economic recovery and the highly competitive Northeast market prevented New Penn from showing year-over-year tonnage improvements. New Penn did not benefit from the shutdown of CF since CF did not operate in the next-day market. The operating ratio for New Penn was 90.9% in the second quarter of 2003 compared to 87.5% in last year’s third quarter. New Penn was charged with $963,000 of the previously discussed acquisition-related charges. Excluding these charges, the operating ratio would have been 89.0%. All expenses except operating supplies were flat or lower as a percentage of revenue compared to the prior year quarter. Operating supplies were up due to fuel costs, tolls, and administrative expenses.

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following table shows the operating statistics for the third quarter of 2003 and 2002:

	Twelve Weeks Ended
	(Third Quarter)				Percentage
	Sept 13, 2003		Sept 7, 2002		change
LTL tons		190,771		195,791		(2.6	)%
Truckload tons		29,052		29,651		(2.0	)%
Total tons		219,823		225,442		(2.5	)%
LTL shipments		430,019		432,803		(0.6	)%
Truckload shipments		3,601		3,653		(1.4	)%
Total shipments		433,620		436,456		(0.6	)%
Revenue per LTL ton	$	250.86	$	242.01		3.7	%
Revenue per truckload ton	$	105.62	$	106.36		(0.7	)%
Total revenue per ton	$	231.67	$	224.17		3.3	%

Results of operations for the three quarters ended September 13, 2003 compared to the three quarters ended September 7, 2002

Revenue was $150 million for the first three quarters of 2003, up 3.1% from the same period in 2002, while tonnage was up 0.8%. The first three quarters this year had four more working days than the same period in 2002, so tonnage on a daily basis has declined slightly. The unusually harsh winter in the Northeast, combined with the slow economic recovery and the highly competitive market, prevented New Penn from showing year-over-year tonnage improvements on a daily basis. New Penn did not benefit from the shutdown of CF since CF did not operate in the next-day market. The operating ratio for New Penn was 91.4% in the first three quarters of 2003, a deterioration from last year’s 89.6%. Excluding the acquisition-related charges, the operating ratio would have been 90.8%. The changes in operating expenses that are discussed above in the results of operations for the third quarter 2003 also apply to the three quarters ended September 13, 2003.

The following table shows the operating statistics for the first three quarters of 2003 and 2002:

	Thirty-six Weeks Ended
	(Three Quarters)				Percentage
	Sept 13, 2003		Sept 7, 2002		change
LTL tons		566,921		566,946		0.0	%
Truckload tons		86,723		81,499		6.4	%
Total tons		653,644		648,445		0.8	%
LTL shipments		1,283,363		1,256,504		2.1	%
Truckload shipments		10,639		10,136		5.0	%
Total shipments		1,294,002		1,266,640		2.2	%
Revenue per LTL ton	$	248.45	$	241.43		2.9	%
Revenue per truckload ton	$	106.92	$	106.28		0.6	%
Total revenue per ton	$	229.67	$	224.45		2.3	%

20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and capital resources

At the end of the current quarter, cash and cash equivalents amounted to $133 million, a $26 million increase from year-end 2002. During the first three quarters, cash provided by operating activities was $54 million, as compared to $44 million in the first three quarters of 2002. In the first quarter of 2003, cash proceeds of $47 million were received for the sale of ATS. During 2002, cash payments of $24 million were related to the Roadway Next Day acquisition. Cash outlays for the acquisition were completed in 2002. Beginning in 2003, existing treasury shares were used to fund certain employee stock plans, so additional share purchases for treasury have not been necessary.

Capital expenditures are financed primarily through internally generated funds. Future expenditures are expected to be financed in a similar manner, along with planned replacements through operating lease arrangements. Gross capital expenditures of $70 to $80 million are expected for the entire year of 2003. The capital expenditures are primarily designated for revenue equipment, facilities, and information systems.

The Company’s credit facility consists of a five-year, $215 million senior revolving credit facility with a $165 million sublimit for letters of credit, and a five-year $175 million senior term loan. As of September 13, 2003, there were no amounts outstanding under the revolving credit facility, but availability had been reduced by $141 million as a result of the issuance of letters of credit, primarily related to casualty claims. As of September 13, 2003, $30 million was outstanding under the senior term loan facility, with quarterly installments ranging from $1.4 million in 2003 to $2.8 million in 2006. Management intends to repay the entire balance by year-end 2003. The senior term loan accrued interest at the rate of 2.6% as of September 13, 2003.

On January 23, 2003, the sale of ATS was completed for $55 million, consisting of $47 million in cash and an $8 million note. The sale of ATS resulted in a mandatory prepayment of $24 million on the senior term loan.

The Company’s $225 million of 8-1/4% senior notes are due December 1, 2008. Interest is due semi-annually on June 1 and December 1.

The Company’s Canadian subsidiary also has a $10 million credit facility available for borrowing under a secured revolving line of credit and bankers’ acceptances. At September 13, 2003, there were no amounts outstanding on this facility.

At September 13, 2003, the Company had outstanding debt of $255 million, $6.4 million of which is classified as current on the balance sheet. Remaining borrowing capacity of $84 million is currently available under the arrangements described above.

The financing arrangements include covenants that require the Company to comply with certain financial ratios, including leverage and fixed-charge coverage ratios, and maintenance of a minimum level of tangible net worth. The Company was in compliance with all covenants as of September 13, 2003.

Management believes that cash flows from operations and current financing sources will be sufficient to support working capital needs, projected capital expenditures, dividends to shareholders, and anticipated expenditures for other corporate purposes.

21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following table shows aggregated information about contractual obligations and commercial commitments as of September 13, 2003.

	Payments due by periods
	(in thousands)
Contractual Obligations	Total		Less than 1 year		1 - 3 years		4-5 years		After 5 years
Senior-Term Debt	$	10,985	$	2,615	$	6,277	$	2,093	$	—
8.25% Senior Notes		225,000								225,000
Operating Leases		116,812		40,456		45,005		18,939		12,412
Interest Rate Swap Agreements(1)		6,471		6,471		—		—		—
Asset backed securitization		100,000		—		100,000		—		—
Total contractual cash obligations	$	459,268	$	49,542	$	151,282	$	21,032	$	237,412

⁽¹⁾  Notional amount plus balloon payment.

The investment performance of the Company’s pension plan assets caused a 15.8% decline in 2002 and a 16.8% increase through the first three quarters of 2003, excluding additional contributions by the Company or distributions to retirees. The poor investment performance in 2002 has resulted in a requirement to fund the pension plan. In 2003, the Company has contributed $8 million to the plan. In 2004 and beyond, we anticipate funding requirements at amounts roughly comparable to the periodic pension expense recognized. As discussed in the results of operations above, the decline in the pension plan assets has caused an increase in pension expense in 2003.

The Company has a pension administration committee composed of certain members of senior management and employs an outside consultant to ensure proper allocation and investment of pension assets. The investment strategy of the administration committee is to maintain proper allocation of assets to ensure maximum returns at an acceptable level of risk. Upon identifying an under-performing fund manager or material differences between the model and actual portfolio allocation, the committee has taken and will continue to take the necessary steps to rebalance the portfolio and attempt to minimize risk in a manner consistent with its fiduciary obligations.

There have been no significant changes to the pension plan documents or employee groups that have resulted in increased pension expense. Deterioration of plan assets has occurred due to general market conditions.

Off Balance Sheet Arrangements

Roadway can finance up to $200 million of its domestic accounts receivable under the accounts receivable securitization arrangement, which has a three-year term expiring November 2004. Under this arrangement, undivided interests in Roadway’s domestic accounts receivable are sold through a special purpose entity (SPE), a wholly owned subsidiary of Roadway, without recourse, to an unrelated third party financial conduit. At September 13, 2003, undivided interests in the accounts receivable pool aggregating $100 million were sold under this arrangement, leaving an additional $100 million available. This arrangement allowed Roadway Express to immediately use the $100 million to be collected on accounts receivable at an effective rate of 2.4% during the third quarter of 2003.

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The arrangement provides that new Roadway accounts receivable are immediately sold through the SPE. The receivables are sold through Roadway Funding (a special purpose entity) to a financial conduit and used as collateral for issuing 30 day commercial paper, up to $200 million. The commercial paper must be secured at all times by open receivables. Since receivables are incurred and collected on a daily basis as Roadway delivers freight, it is necessary to continually sell Roadway’s receivables. As such, on a cumulative basis, Roadway sold $2.0 billion and $1.7 billion of receivables through the third quarter in 2003 and 2002, respectively, which is representative of all eligible receivables generated through ongoing operations during the first three quarters of each year. Receivables sold under this accounts receivable securitization facility are sold without recourse. The Company does not provide indemnification for receivables that are not collected or paid on account of the obligor’s insolvency, bankruptcy, or financial inability to pay. The Company does however retain the risk of credit loss resulting from dilution in the ordinary course of business, such as, billing errors and cargo claims for damages. The Company effectively retains the risk of credit losses on receivables because only the most current receivables are sold to the SPE. The conduit has collection rights to recover payments from the designated accounts receivable and Roadway retains collection and administrative responsibilities for all accounts receivable.

The accounts receivable are sold at a discount from the face amount to pay investor yield (LIBOR) on the undivided interests sold to the conduit, for utilization fees (0.25% of the undivided interest sold), and for program fees (0.50% of the total commitment). The discount from the face amount for accounts receivable sold by Roadway Express was directly offset by a gain on allowance for accounts receivable discounts upon the consolidation of the SPE.

Other matters

Under the terms of the Company’s current contract with the Teamsters, which extends through March 31, 2008, wage increases approximating 1.7% of wages and benefits were effective April 1, 2003 with another increase of approximately 2.0%, which was effective August 1, 2003, designated for benefits.

Accruals for casualty claims represent management’s estimates of claims for property damage and public liability and workers’ compensation. The Company manages casualty claims with assistance of a third party administrator (TPA) along with oversight by a major risk management provider. The Company is self-insured for these claims with retention generally limited to $3 million. The Company and its TPA closely monitor the liability balances by using actual adjuster evaluations of each claim and a statistical benchmarking database for analysis of accrual accuracy.

The Company receives notices from the Environmental Protection Agency from time to time identifying it as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act for various Superfund sites. The Company believes that its obligation with regard to these sites is not significant.

Roadway Corporation maintains accruals for certain casualty claims relating to ATS. At year-end 2002, these accruals, covering approximately 150 claims, totaled $2,084,000, consisting of $1,140,000 related to workers’ compensation and $944,000 related to property damage and public liability. The total case detail accrual was $1,752,000 with another $332,000 provision for case development. This amount represents less than 2% of the total accruals for casualty claims and is immaterial to the Company. As of September 13, 2003, the total remaining accrual balance for these claims was $1,201,000 or 58% of the year-end 2002 total. This is a normal progression of payments. Although an expected resolution date cannot be determined due to the specifics involved in each individual case, our expectation based on experience is that this balance will continue to decrease over the next year.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

While most of the information provided herein is historical, some of the comments made are forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to the outlook for expectations for revenue, earnings or other future financial or business performance, strategies, expectations and goals. All statements that are not historical statements of fact are “forward-looking statements” and are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements include all comments relating to our beliefs and expectations as to future events and trends affecting our business, results of operations and financial condition. We intend for the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “continues,” “projects,” and similar expressions to identify forward-looking statements. The risks and uncertainties include, among others, variable factors such as capacity and rate levels in the motor freight industry; fuel prices; the impact of competition; the state of the national economy; the success of our operating plans, including our ability to manage growth and control costs; labor relations matters; uncertainties concerning the impact terrorist activities may have on the economy and the motor freight industry; and the timely completion of Yellow Corporation’s plan to acquire Roadway Corporation and its subsidiaries. We have based these forward-looking statements on management’s analysis about future events only as of the date of this press release. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this press release. These forward-looking statements are subject to risks, uncertainties, and assumptions about us and our subsidiaries. In addition to the disclosure contained in this document, you should carefully review the risks and uncertainties contained in other documents Roadway Corporation files from time to time with the Securities and Exchange Commission. Those documents are accessible on the SEC’s Web site at www.sec.gov and through our Web site at www.roadwaycorp.com.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Roadway has interest rate swap agreements with major commercial banks that fix the interest rate payable on its trailer leases, which are otherwise variable, and principally based on LIBOR. The value of the leases upon which the payments are based was not changed due to these agreements. The agreements, which expire during 2004, fix Roadway’s interest costs at 5.62% on leases with a notional amount of $1.7 million, and prevent the Company’s earnings from being directly affected by changes in interest rates related to the trailer leases. The fair value of Roadway’s interest rate swaps at September 13, 2003 is a liability of approximately $200,000, net of income taxes, and has been determined using proprietary financial models developed by the lending institutions that are counterparties to the swap arrangements.

Pricing under the revolving credit facility and the senior term loan is at a fluctuating rate based on alternate base rate as determined by Credit Suisse First Boston or LIBOR, plus an additional margin. The Company may incur economic losses due to adverse changes in the alternate base rate or LIBOR, but does not view its current exposure as material. A 5% adverse change in rates would not have a material impact on future cash flows and earnings of the Company.

The Company may incur economic losses due to adverse changes in foreign currency exchange rates, primarily with fluctuations in the Canadian dollar and Mexican peso. A 10% adverse change in foreign currency exchange rates would have no material impact on future cash flows and earnings of the Company.

The effect on the Company of fuel price increases is mitigated by a variable rate fuel surcharge when the national average diesel fuel price exceeds $1.10 per gallon. This surcharge has been in place at varying rates since the third quarter of 1999, and was discussed above.

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Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of Roadway’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of September 13, 2003. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of September 13, 2003. There were no changes in Roadway’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, Roadway’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 2. Changes in securities and use of proceeds

The Company maintains a Union Stock Plan. Participation in the Union Stock Plan is involuntary, and the plan is noncontributory. Shares of the Company’s common stock (Common Stock) are awarded to participants in the Union Stock Plan as a bonus based on operating margin, accident and injury record, and attendance. During the first three quarters of 2003, the Company issued a total of 19,966 shares of Common Stock to participants under the plan. The Company has concluded that the award of a Common Stock bonus under the Union Stock Plan does not involve a “sale” of a security and thus is not subject to registration under the Securities Act of 1933, as amended.

On January 15, 2003, the Company granted 3,124 shares of common stock, par value $0.01 per share, to the members of the Roadway Express, Inc. Medical Board. These transactions were exempt from the registration provisions of the Securities Act of 1933, as amended pursuant to Section 4(2) of such Act.

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Item 5. Other information

On October 8, 2003, the Board of Directors of the Company declared a cash dividend of $0.05 per share on the Company’s common stock. The dividend is payable on December 1, 2003 to shareholders of record on November 14, 2003.

Item 6. Exhibits and Reports on Form 8-K

Exhibit No.
10.21*	Form of Change in Control Severance Agreement.
31.1	Chief Executive Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer’s certification of financial statements and related information with respect to the Company’s quarterly report on Form 10-Q for the quarter ended September 13, 2003, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer’s certification of financial statements and related information with respect to the Company’s quarterly report on Form 10-Q for the quarter ended September 13, 2003, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Condensed Consolidated Financial Statements of Roadway Express, Inc. and Subsidiaries for the quarters ended September 13, 2003 and September 7, 2002.
99.2	Condensed Consolidated Financial Statements of Roadway Next Day Corporation for the quarters ended September 13, 2003 and September 7, 2002.

*     Pursuant to Instruction 2 to Item 601 of Regulation S-K, the several Change of Control Severance Agreements between the registrant and each of Joseph R. Boni III, John D. Bronneck, J. Dawson Cunningham, John J. Gasparovic, John T. Hickerson, Thomas V. Lopienski, Robert W. Obee, and Robert L. Stull are not filed as exhibits to this quarterly report on Form 10-Q because they are substantially identical in all material respects to the form of Change of Control Severance Agreement filed as Exhibit 10.21 to this quarterly report on Form 10-Q.

(b) List of the Current Reports on Form 8-K that were filed in the second quarter of 2003:

Filing Date of Form 8-K	Description
July 8, 2003	Press release concerning results of operations for the second quarter ending June 15, 2003.
July 8, 2003	Press release announcing the signing of a definitive agreement under which Yellow Corporation would acquire Roadway. The Agreement and Plan of Merger were included as an exhibit to this 8-K.
August 27, 2003	Transcript of a meeting of William D. Zollars, President, CEO, and Chairman of Yellow Corporation, with employees of Roadway Corporation.

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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.

	ROADWAY CORPORATION
Date: October 27, 2003	By:	/s/ J. Dawson Cunningham
		J. Dawson Cunningham, Executive Vice President and Chief Financial Officer
Date: October 27, 2003	By:	/s/ John G. Coleman
		John G. Coleman, Controller

27 EX-10.21 3 l03505aexv10w21.txt EX-10.21 CHANGE IN CONTROL SEVERANCE AGREEMENT Exhibit 10.21 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of ________________, is made and entered by and between Roadway Corporation, a Delaware corporation (the "Company"), and ______________________ (the "Executive"). WITNESSETH: WHEREAS, the Executive is a senior executive of the Company or one or more of its Subsidiaries and has made and is expected to continue to make major contributions to the short- and long-term profitability, growth and financial strength of the Company; WHEREAS, the Company recognizes that, as is the case for most companies, the possibility of a Change in Control (as defined below) exists; WHEREAS, the Company desires to assure itself of both present and future continuity of management and desires to establish certain minimum severance benefits for certain of its senior executives, including the Executive, applicable in the event of a Change in Control; WHEREAS, the Company wishes to ensure that its senior executives are not practically disabled from discharging their duties in respect of a proposed or actual transaction involving a Change in Control; and WHEREAS, the Company desires to provide additional inducement for the Executive to continue to remain in the employ of the Company. NOW, THEREFORE, the Company and the Executive agree as follows: 1. Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters: (a) "Affiliate" means with respect to any Person, any holder of more than 10% of the outstanding shares or equity interests of such Person or any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the "controlled" Person, whether through ownership of voting securities, by contract or otherwise. (b) "Base Pay" means the Executive's annual base salary rate as in effect from time to time. (c) "Board" means the Board of Directors of the Company. (d) "Cause" means that, prior to any termination pursuant to Section 3(a)(iii), or Section 3(b), the Executive shall have: (i) been convicted of a criminal violation involving fraud, embezzlement, theft or violation of federal antitrust statutes or federal securities laws in connection with his duties or in the course of his employment with the Company or any Affiliate of the Company; (ii) committed intentional wrongful damage to property of the Company or any Affiliate of the Company; or (iii) committed intentional wrongful disclosure of secret processes or confidential information of the Company or any Affiliate of the Company; and any such act shall have been demonstrably and materially harmful to the Company. For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the Board then in office at a meeting of the Board called and held for such purpose, after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel (if the Executive chooses to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive had committed an act constituting "Cause" as herein defined and specifying the particulars thereof in detail. Nothing herein will limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination. (e) "Change in Control" means (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from the Company that is approved by the Incumbent Board (as defined in subsection (ii) below), (B) any acquisition by the Company, or (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; provided, further, that if any Person's beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as 2 a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% of more of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns (within the meanings of Rule 13d-3 promulgated under the Exchange Act) less than 20% of the Outstanding Company Voting Securities, then no Change of Control shall have occurred as a result of such Person's acquisition; or (ii) individuals who, as of the date hereof, constitute the Board (the "Incumbent Board" (as modified by this clause (ii)) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation, or other transaction ("Business Combination") excluding, however, such a Business Combination pursuant to which (A) the individuals and entities who were the ultimate beneficial owners of voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 65% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) (B) no Person (excluding any employee benefit plan (or related trust) of the Company, the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company except pursuant to a Business Combination described in clauses (A), (B) and (C) of subsection (iii), above. 3 (f) "Employee Benefits" means the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs or arrangements in which Executive is entitled to participate, including without limitation any stock option, performance share, performance unit, stock purchase, stock appreciation, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation, group or other life, health, medical/hospital or other insurance (whether funded by actual insurance or self-insured by the Company or an Affiliate of the Company), disability, salary continuation, expense reimbursement and other employee benefit policies, plans, programs or arrangements. (g) "Incentive Pay" means an annual bonus, incentive or other payment of compensation, in addition to Base Pay, made or to be made in regard to services rendered in any year or other period pursuant to any bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement (whether or not funded) of the Company or an Affiliate of the Company, or any successor thereto. (h) "Retirement Plans" means the employee pension benefit plans of the Company, and any Affiliate of the Company, whether or not qualified under Section 401(a) of the Internal Revenue Code and any other employee pension benefit plan that is a successor thereto if the Executive was a participant in such Retirement Plan on the date of the occurrence of the Change in Control. (i) "Severance Period" means the period of time commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of (i) the second anniversary of the occurrence of the Change in Control, or (ii) the Executive's death; provided, however, that commencing on each anniversary of the Change in Control, the Severance Period will automatically be extended for an additional year unless, not later than 90 calendar days prior to such anniversary date, either the Company or the Executive shall have given written notice to the other that the Severance Period is not to be so extended. (j) "Subsidiary" means an entity in which the Company directly or indirectly beneficially owns 50% or more of the Outstanding Company Voting Securities. (k) "Term" means the period commencing as of the date hereof and expiring on the close of business on December 31, 2004; provided, however, that (i) commencing on January 1, 2003 and each January 1 thereafter, the term of this Agreement will automatically be extended for an additional year unless, not later than September 30 of the immediately preceding year, the Company or the Executive shall have given notice that it or the Executive, as the case may be, does not wish to have the Term extended; (ii) if a Change in Control occurs during the Term, the Term shall expire and this Agreement will terminate at the expiration of the Severance Period; and (iii) subject to the last sentence of Section 9, if, prior to a Change in Control, the Executive ceases for any reason to be an employee of the Company and any Affiliate of the Company, thereupon without further action the Term shall be deemed to have expired and this Agreement will immediately terminate and be of no further effect. For purposes of this Section 1(l), the Executive shall not be deemed to have ceased to be an employee of the Company and any Affiliate of the Company by reason of the transfer of Executive's employment between the Company and any Affiliate of the Company, or among any Affiliates of the Company. 4 (l) "Termination Date" means the date on which the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)). 2. Operation of Agreement. This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, except as provided in Section 9, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative. 3. Termination Following a Change in Control. (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or an Affiliate of the Company during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or (iii) Cause. If, during the Severance Period, the Executive's employment is terminated by the Company or any Affiliate of the Company other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), the Executive will be entitled to the benefits provided by Section 4 hereof. (b) In the event of the occurrence of a Change in Control, the Executive may terminate employment with the Company and any Affiliate of the Company during the Severance Period with the right to severance compensation as provided in Section 4 upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause as hereinabove provided, for such termination exists or has occurred, including without limitation other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Company and/or an Affiliate of the Company (or any successor thereto by operation of law or otherwise), as the case may be, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Company and/or an Affiliate of the Company (or any successor thereto) if the Executive shall have been a Director of the Company and/or an Affiliate of the Company immediately prior to the Change in Control; (ii) (A) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company and any Affiliate of the Company which the Executive held immediately prior to the Change in Control, (B) a reduction in the Executive's Base Pay received from the Company and 5 any Affiliate of the Company, (C) a reduction in the target level of opportunity for Incentive Pay, or (D) the termination or denial of the Executive's rights to Employee Benefits or a reduction in the scope or value thereof, any of which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (iii) The liquidation, dissolution, merger, consolidation or reorganization of the Company or the transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (by operation of law or otherwise) assumed all duties and obligations of the Company under this Agreement pursuant to Section 11(a); (iv) The Company relocates its principal executive offices (if such offices are the principal location of Executive's work), or requires the Executive to have his principal location of work changed, to any location that, in either case, is in excess of 50 miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from his office in the course of discharging his responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to the Change in Control without, in either case, his prior written consent; or (v) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such breach. (c) A termination by the Company pursuant to Section 3(a) or by the Executive pursuant to Section 3(b) will not affect any rights that the Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company or an Affiliate of the Company providing Employee Benefits, which rights shall be governed by the terms thereof. 4. Severance Compensation. (a) If, following the occurrence of a Change in Control, the Company or an Affiliate of the Company terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the amounts described in Annex A within five business days after the Termination Date and will continue to provide to the Executive the benefits described on Annex A for the periods described therein. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to 6 time during the relevant period in the Midwest Edition of The Wall Street Journal, plus 4%. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (c) Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 4 and under Sections 5, 7, 8 and 9 will survive any termination or expiration of this Agreement or the termination of the Executive's employment following a Change in Control for any reason whatsoever. (d) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company shall pay in cash to the Executive a lump sum amount equal to the value of any annual bonus or long-term incentive pay (including, without limitation, incentive-based annual cash bonuses and performance units, but not including any equity-based compensation or compensation provided under a qualified plan) earned or accrued with respect to the Executive's service during the performance period or periods that includes the date on which the Change in Control occurred, disregarding any applicable vesting requirements; provided that such amount shall be calculated at the plan target or payout rate, but prorated to base payment only on the portion of the Executive's service that had elapsed during the applicable performance period. Such payment shall take into account service rendered through the payment date and shall be made at the earlier of (i) the date prescribed for payment pursuant to the applicable plan, program or agreement, or (ii) within five business days after the Termination Date. (e) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all equity incentive awards held by the Executive shall become fully vested and all stock options held by the Executive shall become fully exercisable. 5. Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that this Agreement shall become operative and it shall be determined (as hereafter provided) that any payment (other than the Gross-Up payments provided for in this Section 5) or distribution by the Company or any of its Affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision thereto) by reason of being considered "contingent on a change in ownership or control" of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment or payments (collectively, a "Gross-Up Payment"); provided, however, that no Gross-up Payment shall be made with respect to the Excise Tax, if 7 any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code ("ISO") granted prior to the execution of this Agreement, or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (i). The Gross-Up Payment shall be in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. (b) Subject to the provisions of Section 5(f), all determinations required to be made under this Section 5, including whether an Excise Tax is payable by the Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any, shall be made by a nationally recognized accounting firm (the "Accounting Firm") selected by the Executive in his sole discretion. The Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within 30 calendar days after the Termination Date, if applicable, and any such other time or times as may be requested by the Company or the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company shall pay the required Gross-Up Payment to the Executive within five business days after receipt of such determination and calculations with respect to any Payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Company and the Executive an opinion that the Executive has substantial authority not to report any Excise Tax on his federal, state or local income or other tax return. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 5(f) and the Executive thereafter is required to make a payment of any Excise Tax, the Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, the Executive within five business days after receipt of such determination and calculations. (c) The Company and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by Section 5(b). Any determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and the Executive. (d) The federal, state and local income or other tax returns filed by the Executive shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. The Executive shall make proper payment of the amount of any Excise Tax, and at the request of the Company, 8 provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of the Executive's federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive shall within five business days pay to the Company the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 5(b) shall be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company shall reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of his payment thereof. (f) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as promptly as practicable but no later than 10 business days after the Executive actually receives notice of such claim and the Executive shall further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive shall not pay such claim prior to the earlier of (i) the expiration of the 30-calendar-day period following the date on which he gives such notice to the Company and (ii) the date that any payment of an amount with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold harmless the Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 5(f), the Company shall control all proceedings taken in connection with the contest 9 of any claim contemplated by this Section 5(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at his own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and sue for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such contested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (g) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5(f), the Executive receives any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 5(f)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5(f), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial or refund prior to the expiration of 30 calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of any such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 5. 6. No Mitigation Obligation. The Company hereby acknowledges that it will be difficult and may be impossible for the Executive to find reasonably comparable employment following the Termination Date. Accordingly, the payment of the severance compensation by the Company to the Executive in accordance with the terms of this Agreement is hereby acknowledged by the Company to be reasonable, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of the Executive hereunder or otherwise, except as expressly provided in the last sentence of Paragraph 2 set forth on Annex A. 7. Legal Fees and Expenses. (a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of 10 Executive's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing. (b) Without limiting the obligations of the Company pursuant to Section 7(a) hereof, in the event a Change in Control occurs, the performance of the Company's obligations under this Agreement, including, without limitation, this Section 7 and Annex A, shall be secured by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party providing that the benefits to be provided hereunder and the fees and expenses of counsel selected from time to time by the Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this Section 7(b) shall not limit the rights of the Executive hereunder. Subject to the foregoing, the Executive shall have the status of a general unsecured creditor of the Company and shall have no right to, or security interest in, any assets of the Company or any Affiliate of the Company. 8. Confidentiality; Nonsolicitation. (a) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(a)) to the extent necessary for Executive to carry out his obligations to the Company. The Executive hereby covenants and agrees that he will not, without the prior written consent of the Company, during the Term or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term "confidential or proprietary information" will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive's breach of this Section 8(a)) or generally 11 known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, without limitation, the Company's financial matters, customers, employees, industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of a confidential or proprietary nature. For purposes of the preceding two sentences, the term "Company" will also include any Subsidiary (collectively, the "Restricted Group"). The foregoing obligations imposed by this Section 8(a) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). (b) The Executive hereby covenants and agrees that during the Term and for two years thereafter Executive will not, without the prior written consent of the Company, which consent shall not unreasonably be withheld, on behalf of Executive or on behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any employee of the Restricted Group to give up, or to not commence, employment or a business relationship with the Restricted Group. 9. Employment Rights. Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment of the Company or any Affiliate of the Company prior to or following any Change in Control. Any termination of employment of the Executive or the removal of the Executive from the office or position in the Company or any Affiliate of the Company that occurs following the commencement of any discussion with a third person that ultimately results in a Change in Control, shall be deemed to be a termination or removal of the Executive after a Change in Control for purposes of this Agreement. 10. Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling. 11. Successors and Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the "Company" for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. 12 (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 11(a) and 11(b). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 11(c), the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated. 12. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as FedEx, UPS, or Purolator, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive office and to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt. 13. Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State. 14. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal. 15. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. References to Sections are to Sections of this Agreement. 13 16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written. ROADWAY CORPORATION By: ____________________________________________ ________________________________________________ 14 Annex A SEVERANCE COMPENSATION (1) A lump sum payment in an amount equal to two times the sum of (A) Base Pay (at the highest rate in effect for any period within five years prior to the Termination Date), plus (B) Incentive Pay (in an amount equal to not less than the highest target or payout Incentive Pay rate in any of the five fiscal years immediately preceding the year in which the Change in Control occurred). (2) For a period of 24 months following the Termination Date (the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits including, without limitation, life insurance (but not stock option, performance share, performance unit, stock purchase, stock appreciation or similar compensatory benefits or benefits covered by (3) below) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)). If and to the extent that any benefit described in this Paragraph 2 is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Affiliate of the Company, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits along with, in the case of any benefit described in this Paragraph 2 which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any Affiliate of the Company, an additional amount such that after payment by the Executive, or his dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, or any other provision of the Agreement, for purposes of determining the period of continuation coverage to which the Executive or any of his dependents is entitled pursuant to Section 4980B of the Code (or any successor provision thereto) under the Company's medical, dental and other group health plans, or successor plans, the Executive's "qualifying event" shall be the termination of the Continuation Period. Further, for purposes of the immediately preceding sentence and for any other purpose including, without limitation, the calculation of service or age to determine Executive's eligibility for benefits under any life insurance plan or policy, the Executive shall be considered to have remained actively employed on a full-time basis through the termination of the Continuation Period. Without otherwise limiting the purposes or effect of Section 6, Employee Benefits otherwise receivable by the Executive pursuant to this Paragraph 2 will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (3) In addition to the retirement income and other benefits to which Executive is entitled under the Company's Retirement Plans with respect to Executive's employment through the Termination Date, a lump sum payment in an amount equal to the present value of the excess of (x) the retirement income and other benefits that would be payable to the Executive under the Retirement Plans if Executive had continued to be employed as an active participant in the Company's Retirement Plans through the Continuation Period given the Executive's Base Pay A-1 and Incentive Pay (as determined in Paragraph 1) (without regard to any amendment to the Retirement Plans made subsequent to a Change in Control which reduces the retirement income or other benefits thereunder), over (y) the retirement income and other benefits that the Executive is entitled to receive (either immediately or on a deferred basis) under the Retirement Plans. For purposes of this Paragraph 3, present value shall be determined by applying the interest rate and mortality table used for the purpose of calculating benefits under the Company's pension benefit plan. (4) A lump sum payment in an amount equal to the cost of providing medical coverage to the Executive from the expiration of the Continuation Period until the Executive is eligible to receive Medicare. (5) Reasonable fees for outplacement services, by a firm selected by the Executive, at the expense of the Company in an amount not in excess of 20% of the Executive's Base Pay. (6) Financial counseling during the Continuation Period in a manner similar to that provided to executive officers prior to a Change in Control. A-2 EX-31.1 4 l03505aexv31w1.txt EX-31.1 CERT FOR CEO EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James D. Staley, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Roadway Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 27, 2003 /s/ James D. Staley --------------------------- James D. Staley Chief Executive Officer EX-31.2 5 l03505aexv31w2.txt EX-31.2 CERT FOR CFO EXHIBIT 31.2 CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, J. Dawson Cunningham, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Roadway Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 27, 2003 /s/ J. Dawson Cunningham ------------------------------------ J. Dawson Cunningham Executive Vice President and Chief Financial Officer 1 EX-32.1 6 l03505aexv32w1.txt EX-32.1 CERT FOR CEO Exhibit 32.1 CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report for the period ending September 13, 2003, of Roadway Corporation (the "Company") on Form 10-Q as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James D. Staley, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report. A signed original of this written statement has been provided to Roadway Corporation and will be retained by Roadway Corporation and furnished to the Securities and Exchange Commission or its staff upon request. October 27, 2003 /s/ James D. Staley ----------------------------- James D. Staley Chief Executive Officer EX-32.2 7 l03505aexv32w2.txt EX-32.2 CERT FOR CFO Exhibit 32.2 CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report for the period ending September 13, 2003, of Roadway Corporation (the "Company") on Form 10-Q as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. Dawson Cunningham, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: (1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and periods covered by the Report. A signed original of this written statement has been provided to Roadway Corporation and will be retained by Roadway Corporation and furnished to the Securities and Exchange Commission or its staff upon request. October 27, 2003 /s/ J. Dawson Cunningham ---------------------------------- J. Dawson Cunningham Executive Vice President and Chief Financial Officer EX-99.1 8 l03505aexv99w1.txt EX-99.1 FINANCIAL STATEMENTS 9-13-03 AND 9-7-02 Exhibit 99.1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Roadway Express, Inc. and Subsidiaries Quarters ended September 13, 2003 and September 7, 2002 1 . . . ROADWAY EXPRESS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 13, 2003 December 31, 2002 ------------------ ----------------- (in thousands) Assets Current assets: Cash and cash equivalents $ 73,011 $ 82,016 Accounts receivable, including retained interest in securitized receivables, net 220,580 212,834 Other current assets 41,111 31,662 ---------- ---------- Total current assets 334,702 326,512 Carrier operating property, at cost 1,407,540 1,414,794 Less allowance for depreciation 1,000,628 996,224 ---------- ---------- Net carrier operating property 406,912 418,570 Goodwill, net 16,781 14,816 Other assets 44,439 43,666 ---------- ---------- Total assets $ 802,834 $ 803,564 ========== ========== Liabilities and parent company investment Current liabilities: Accounts payable $ 222,612 $ 190,457 Salaries and wages 116,523 141,242 Other current liabilities 48,379 45,606 ---------- ---------- Total current liabilities 387,514 377,305 Long-term liabilities: Casualty claims and other 52,289 55,953 Accrued pension and retiree medical 144,582 133,072 ---------- ---------- Total long-term liabilities 196,871 189,025 Parent company investment 218,449 237,234 ---------- ---------- Total liabilities and parent company investment $ 802,834 $ 803,564 ========== ==========

Note: The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 2 ROADWAY EXPRESS, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)

Twelve Weeks Ended (Third Quarter) September 13, 2003 September 7, 2002 ------------------ ----------------- (in thousands) Revenue $ 700,668 $ 631,158 Operating expenses: Salaries, wages and benefits 441,446 402,918 Operating supplies and expenses 117,826 104,540 Purchased transportation 76,729 63,318 Operating taxes and licenses 17,024 16,511 Insurance and claims expense 14,530 15,489 Provision for depreciation 14,251 15,507 Net (gain) loss on disposal of operating property (5,069) 1,129 Compensation and other expense related to the Yellow acquisition 23,374 -- --------- --------- Total operating expenses 700,111 619,412 --------- --------- Operating income 557 11,746 Other (expense), net (868) (702) --------- --------- (Loss) income before income taxes (311) 11,044 Provision for income taxes 2,327 4,709 --------- --------- Net (loss) income $ (2,638) $ 6,335 ========= =========

Thirty-six Weeks Ended (Three Quarters) September 13, 2003 September 7, 2002 ------------------ ----------------- (in thousands) Revenue $2,097,068 $1,791,125 Operating expenses: Salaries, wages and benefits 1,313,985 1,161,888 Operating supplies and expenses 369,386 303,527 Purchased transportation 226,247 171,761 Operating taxes and licenses 52,586 46,742 Insurance and claims expense 42,024 37,841 Provision for depreciation 43,647 46,192 Net (gain) loss on disposal of operating property (4,288) 1,778 Compensation and other expense related to the Yellow acquisition 23,374 -- ---------- ---------- Total operating expenses 2,066,960 1,769,729 ---------- ---------- Operating income 30,108 21,396 Other (expense), net (2,067) (2,641) ---------- ---------- Income before income taxes 28,040 18,755 Provision for income taxes 14,060 7,532 ---------- ---------- Net income $ 13,981 $ 11,223 ========== ==========

See notes to condensed consolidated financial statements. 3 ROADWAY EXPRESS INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

Thirty-six Weeks Ended (Three Quarters) September 13, 2003 September 7, 2002 ------------------ ----------------- (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 13,981 $ 11,223 Depreciation 43,647 46,192 Other operating adjustments 5,665 (20,770) -------- -------- Net cash provided by operating activities 63,293 36,645 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of carrier operating property (35,849) (40,026) Sales of carrier operating property 8,997 2,203 -------- -------- Net cash (used) by investing activities (26,852) (37,823) CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (45,750) Treasury stock activity, net - 1 -------- -------- Net cash (used) by financing activities (45,750) 1 Effect of exchange rate on cash 305 (200) -------- -------- Net (decrease) increase in cash and cash equivalents (9,004) (1,377) Cash and cash equivalents at beginning of period 82,016 46,807 -------- -------- Cash and cash equivalents at end of period $ 73,012 $ 44,710 ======== ========

See notes to condensed consolidated financial statements. Roadway Express, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) Note 1--Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the twelve and thirty-six weeks ending September 13, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Roadway Corporation Annual Report on Form 10-K for the year ended December 31, 2002. 4 Note 2--Accounting Period Roadway Express, Inc. (the registrant, Roadway, or Company) operates on 13 four-week accounting periods with 12 weeks in each of the first three quarters and 16 weeks in the fourth quarter. Note 3--Segment information The Company provides freight services in one business segment, long haul LTL freight services in North America, and offers services more than 100 countries worldwide. Note 4--Comprehensive Income Comprehensive income differs from net income due to foreign currency translation adjustments as shown below:

Twelve Weeks Ended Thirty-six Weeks Ended (Third Quarter) (Three Quarters) Sept. 13, 2003 Sept. 7, 2002 Sept. 13, 2003 Sept. 7, 2002 -------------- ------------- -------------- ------------- (in thousands) Net (loss) income $ (2,638) $ 6,335 $ 13,981 $ 11,223 Foreign currency translation adjustments (707) (628) 5,069 (684) Derivative fair value adjustments - 158 126 158 -------- -------- -------- -------- Comprehensive (loss) income $ (3,345) $ 5,865 $ 19,176 $ 10,697 ======== ======== ======== ========

Note 5--Contingent Matter The Company's former parent (FedEx Corporation, successor in interest to Caliber Systems, Inc., formerly known as Roadway Services, Inc.) is currently under examination by the Internal Revenue Service for tax years 1994 and 1995, years prior to the spin-off of the Company. The IRS has proposed substantial adjustments for these tax years for multi-employer pension plan deductions. The IRS is challenging the timing, not the validity of these deductions. The Company is unable to predict the ultimate outcome of this matter; however, its former parent intends to vigorously contest these proposed adjustments. Under a tax sharing agreement entered into by the Company and its former parent on January 2, 1996 (the date of the spin-off) the Company is obligated to reimburse the former parent for any additional taxes and interest that relate to the Company's business prior to the spin-off. The amount and timing of such payments is dependent on the ultimate resolution of the former parent's disputes with the IRS and the determination of the nature and extent of the obligations under the tax sharing agreement. On January 16, 2003, the Company made a $14 million payment to its former parent under the tax sharing agreement for taxes and interest related to certain of the proposed adjustments for tax years 1994 and 1995. We estimate the possible range of the remaining payments that may be due to the former parent to be approximately $0 to $16 million in additional taxes and $0 to $11 million in related interest, net of tax benefit. The Company has established a $16 million deferred tax liability and certain reserves with respect to these proposed adjustments. There can be no assurance, however, that the amount or timing of any liability of the Company to the former parent will not have a material adverse effect on the Company's results of operations and financial position. 5 EX-99.2 9 l03505aexv99w2.txt EX-99.2 FINANCIAL STATEMENTS 9-13-03 AND 9-7-02 Exhibit 99.2 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Roadway Next Day Corporation Quarters ended September 13, 2003 and September 7, 2002 1 . . . Roadway Next Day Corporation Condensed Consolidated Balance Sheets (Unaudited)

September 13, 2003 December 31, 2002 ------------------ ----------------- (in thousands) Assets Current assets: Cash and cash equivalents $ 13,254 $ 12,992 Accounts receivable, net 21,315 24,785 Assets of discontinued operation - 87,431 Other current assets 6,934 6,618 -------- -------- Total current assets 41,503 131,826 Carrier operating property, at cost 101,740 100,854 Less allowance for depreciation 17,308 10,240 -------- -------- Net carrier operating property 84,432 90,614 Goodwill, net 269,093 269,093 Other assets 20,214 22,511 -------- -------- Total assets $415,242 $514,044 ======== ======== Liabilities and shareholders' equity Current liabilities: Accounts payable $ 13,560 $ 14,209 Salaries and wages 8,733 8,522 Payable to Roadway Corporation 8,076 33,703 Liabilities of discontinued operation - 32,407 Other current liabilities 5,926 4,209 -------- -------- Total current liabilities 36,295 93,050 Long-term liabilities: Casualty claims and other 9,954 8,456 Deferred income taxes 10,393 10,666 Payable to Roadway Corporation 248,924 273,513 -------- -------- Total long-term liabilities 269,271 292,635 Parent company investment 109,676 128,359 -------- -------- Total liabilities and shareholders' equity $415,242 $514,044 ======== ========

Note: The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 2 Roadway Next Day Corporation Condensed Statements of Consolidated Income (Unaudited)

Twelve Weeks Ended (Third Quarter) September 13, 2003 September 7, 2002 ------------------ ----------------- (in thousands) Revenue $ 50,926 $ 50,538 Operating expenses: Salaries, wages and benefits 33,987 33,780 Operating supplies and expenses 6,458 4,971 Purchased transportation 517 532 Operating taxes and licenses 1,407 1,438 Insurance and claims 555 995 Provision for depreciation 2,407 2,572 Loss (gain) on sale of property 2 (54) Compensation and other expense related to the Yellow acquisition 963 - -------- -------- Total operating expenses 46,296 44,234 -------- -------- Operating income from continuing operations 4,630 6,304 Other (expense), net (5,632) (5,966) -------- -------- (Loss) income from continuing operations before income taxes (1,002) 338 Income tax expense (benefit) (469) 106 -------- -------- (Loss) income from continuing operations (533) 232 (Loss) income from discontinued operations - 480 -------- -------- Net (loss) income $ (533) $ 712 ======== ========

3 Roadway Next Day Corporation Condensed Statements of Consolidated Income (Unaudited)

Thirty-six Weeks Ended (Three Quarters) September 13, 2003 September 7, 2002 ------------------ ------------------------ (in thousands) Revenue $ 150,124 $ 145,541 Operating expenses: Salaries, wages and benefits 101,271 98,427 Operating supplies and expenses 19,395 15,154 Purchased transportation 1,508 1,373 Operating taxes and licenses 4,260 4,216 Insurance and claims 2,615 3,202 Provision for depreciation 7,180 8,127 Loss (gain) on sale of property 61 (125) Compensation and other expense related to the Yellow acquisition 963 - --------- --------- Total operating expenses 137,253 130,374 --------- --------- Operating income from continuing operations 12,871 15,167 Other (expense), net (17,685) (17,776) --------- --------- (Loss) from continuing operations before income taxes (4,814) (2,609) Income tax (benefit) (1,796) (1,040) --------- --------- (Loss) from continuing operations (3,018) (1,569) (Loss) income from discontinued operations (155) 1,641 --------- --------- Net (loss) income $ (3,173) $ 72 ========= =========

See notes to condensed consolidated financial statements. 4 Roadway Next Day Corporation Condensed Statements of Consolidated Cash Flows (Unaudited)

Thirty-six Weeks Ended (Three Quarters) September 13, 2003 September 7, 2002 ------------------ ----------------- (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES (Loss) from continuing operations $ (3,018) $ (1,570) Depreciation and amortization 9,580 9,372 Other operating adjustments 5,098 32,398 -------- -------- Net cash provided by operating activities 11,660 40,200 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of carrier operating property (1,578) (6,931) Sales of carrier operating property 518 125 -------- -------- Net cash (used) by investing activities (1,060) (6,806) CASH FLOWS FROM FINANCING ACTIVITIES Transfer to parent (10,300) (42,086) -------- -------- Net cash (used) by financing activities (10,300) (42,086) Net increase (decrease) in cash and cash equivalents from continuing operations 300 (8,692) Net (decrease) in cash and cash equivalents from discontinued operations (38) (4,081) Cash and cash equivalents at beginning of period 12,992 29,469 -------- -------- Cash and cash equivalents at end of period $ 13,254 $ 16,696 ======== ========

See notes to condensed consolidated financial statements. 5 Roadway Next Day Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) Note 1--Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the twelve and Thirty-six weeks ending September 13, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Roadway Corporation Annual Report on Form 10-K for the year ended December 31, 2002. The Company completed the required transitional goodwill impairment test under SFAS No. 142 for all reporting units effective June 21, 2003 which did not indicate any impairment. The Company expects to perform the required annual goodwill impairment assessment on a recurring basis at the end of the second quarter each year, or more frequently should any indicators of possible impairment be identified. The Company operates in one business segment, New Penn Motor Express, Inc., which provides regional next-day LTL service primarily in New England and the Middle Atlantic states. Note 2--Accounting Period The Company operates on 13 four-week accounting periods with 12 weeks in each of the first three quarters and 16 weeks in the fourth quarter. 6 Note 3 - Discontinued operations On December 26, 2002, the Company entered into an agreement to sell Arnold Transportation Services (ATS) to a management group led by the unit's president and a private equity firm, for approximately $55,000,000, consisting of $47 million in cash and an $8 million note. The ATS business segment was acquired as part of the Company's purchase of Roadway Next Day in November 2001, but did not fit the Company's strategic focus of being a LTL carrier. The transaction was completed on January 23, 2003. The Company recognized a $150,000 gain as a result of this transaction. The Company has reported the ATS results as a discontinued operation in the accompanying financial statements and, unless otherwise stated, the notes to the financial statements for all periods presented exclude the amounts related to this discontinued operation. The following table presents revenue and income from the discontinued operations for the three quarters ended September 13, 2003 and September 7, 2002. The three quarters ended September 13, 2003 includes results of operations only through the disposal date, January 23, 2003.

Twelve Weeks Ended Thirty-six Weeks Ended (Third Quarter) (Three Quarters) Sept 13, 2003 Sept 7, 2002 Sept 13, 2003 Sept 7, 2002 ------------- ------------ ------------- ------------ (in thousands) Revenue $ - $ 39,613 $ 9,267 $118,961 =========== ======== ======== ======== Pre-tax income from discontinued operations - 797 (263) 2,722 Income tax (benefit) expense - 317 (108) 1,080 ----------- -------- -------- -------- (Loss) income from discontinued operations $ - $ 480 $ (155) $ 1,642 =========== ======== ======== ========

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EX-10.21

Exhibit 10.21

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                  THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"),
dated as of ________________, is made and entered by and between Roadway
Corporation, a Delaware corporation (the "Company"), and ______________________
(the "Executive").

                  WITNESSETH:

                  WHEREAS, the Executive is a senior executive of the Company or
one or more of its Subsidiaries and has made and is expected to continue to make
major contributions to the short- and long-term profitability, growth and
financial strength of the Company;

                  WHEREAS, the Company recognizes that, as is the case for most
companies, the possibility of a Change in Control (as defined below) exists;

                  WHEREAS, the Company desires to assure itself of both present
and future continuity of management and desires to establish certain minimum
severance benefits for certain of its senior executives, including the
Executive, applicable in the event of a Change in Control;

                  WHEREAS, the Company wishes to ensure that its senior
executives are not practically disabled from discharging their duties in respect
of a proposed or actual transaction involving a Change in Control; and

                  WHEREAS, the Company desires to provide additional inducement
for the Executive to continue to remain in the employ of the Company.

                  NOW, THEREFORE, the Company and the Executive agree as
follows:

                  1. Certain Defined Terms. In addition to terms defined
elsewhere herein, the following terms have the following meanings when used in
this Agreement with initial capital letters:

                  (a)      "Affiliate" means with respect to any Person, any
holder of more than 10% of the outstanding shares or equity interests of such
Person or any other Person which directly or indirectly controls, is controlled
by or is under common control with such Person. A Person shall be deemed to
control another Person if such Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the
"controlled" Person, whether through ownership of voting securities, by contract
or otherwise.

                  (b)      "Base Pay" means the Executive's annual base salary
rate as in effect from time to time.



                  (c)      "Board" means the Board of Directors of the Company.

                  (d)      "Cause" means that, prior to any termination pursuant
to Section 3(a)(iii), or Section 3(b), the Executive shall have:

                           (i)      been convicted of a criminal violation
involving fraud, embezzlement, theft or violation of federal antitrust statutes
or federal securities laws in connection with his duties or in the course of his
employment with the Company or any Affiliate of the Company;

                           (ii)     committed intentional wrongful damage to
property of the Company or any Affiliate of the Company; or

                           (iii)    committed intentional wrongful disclosure of
secret processes or confidential information of the Company or any Affiliate of
the Company;

                  and any such act shall have been demonstrably and materially
harmful to the Company. For purposes of this Agreement, no act or failure to act
on the part of the Executive shall be deemed "intentional" if it was due
primarily to an error in judgment or negligence, but shall be deemed
"intentional" only if done or omitted to be done by the Executive not in good
faith and without reasonable belief that the Executive's action or omission was
in the best interest of the Company. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for "Cause" hereunder
unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three quarters
of the Board then in office at a meeting of the Board called and held for such
purpose, after reasonable notice to the Executive and an opportunity for the
Executive, together with the Executive's counsel (if the Executive chooses to
have counsel present at such meeting), to be heard before the Board, finding
that, in the good faith opinion of the Board, the Executive had committed an act
constituting "Cause" as herein defined and specifying the particulars thereof in
detail. Nothing herein will limit the right of the Executive or his
beneficiaries to contest the validity or propriety of any such determination.

                  (e)      "Change in Control" means

                           (i)      The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of voting securities of the Company where such acquisition causes
such Person to own 20% or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (i), the following acquisitions
shall not be deemed to result in a Change of Control: (A) any acquisition
directly from the Company that is approved by the Incumbent Board (as defined in
subsection (ii) below), (B) any acquisition by the Company, or (C) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company;
provided, further, that if any Person's beneficial ownership of the Outstanding
Company Voting Securities reaches or exceeds 20% as

                                       2


a result of a transaction described in clause (A) or (B) above, and such Person
subsequently acquires beneficial ownership of additional voting securities of
the Company, such subsequent acquisition shall be treated as an acquisition that
causes such Person to own 20% or more of the Outstanding Company Voting
Securities; and provided, further, that if at least a majority of the members of
the Incumbent Board determines in good faith that a Person has acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% of more of the Outstanding Company Voting Securities
inadvertently, and such Person divests as promptly as practicable a sufficient
number of shares so that such Person beneficially owns (within the meanings of
Rule 13d-3 promulgated under the Exchange Act) less than 20% of the Outstanding
Company Voting Securities, then no Change of Control shall have occurred as a
result of such Person's acquisition; or

                           (ii)     individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board" (as modified by this clause (ii))
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for director, without
objection to such nomination) shall be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

                           (iii)    The consummation of a reorganization, merger
or consolidation or sale or other disposition of all or substantially all of the
assets of the Company or the acquisition of assets of another corporation, or
other transaction ("Business Combination") excluding, however, such a Business
Combination pursuant to which (A) the individuals and entities who were the
ultimate beneficial owners of voting securities of the Company immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
65% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, of the entity resulting from such
Business Combination (including, without limitation, an entity that as a result
of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries) (B) no
Person (excluding any employee benefit plan (or related trust) of the Company,
the Company or such entity resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of the combined voting
power of the then outstanding securities entitled to vote generally in the
election of directors of the entity resulting from such Business Combination and
(C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or

                           (iv)     approval by the shareholders of the Company
of a complete liquidation or dissolution of the Company except pursuant to a
Business Combination described in clauses (A), (B) and (C) of subsection (iii),
above.

                                       3


                  (f)      "Employee Benefits" means the perquisites, benefits
and service credit for benefits as provided under any and all employee
retirement income and welfare benefit policies, plans, programs or arrangements
in which Executive is entitled to participate, including without limitation any
stock option, performance share, performance unit, stock purchase, stock
appreciation, savings, pension, supplemental executive retirement, or other
retirement income or welfare benefit, deferred compensation, incentive
compensation, group or other life, health, medical/hospital or other insurance
(whether funded by actual insurance or self-insured by the Company or an
Affiliate of the Company), disability, salary continuation, expense
reimbursement and other employee benefit policies, plans, programs or
arrangements.

                  (g)      "Incentive Pay" means an annual bonus, incentive or
other payment of compensation, in addition to Base Pay, made or to be made in
regard to services rendered in any year or other period pursuant to any bonus,
incentive, profit-sharing, performance, discretionary pay or similar agreement,
policy, plan, program or arrangement (whether or not funded) of the Company or
an Affiliate of the Company, or any successor thereto.

                  (h)      "Retirement Plans" means the employee pension benefit
plans of the Company, and any Affiliate of the Company, whether or not qualified
under Section 401(a) of the Internal Revenue Code and any other employee pension
benefit plan that is a successor thereto if the Executive was a participant in
such Retirement Plan on the date of the occurrence of the Change in Control.

                  (i)      "Severance Period" means the period of time
commencing on the date of the first occurrence of a Change in Control and
continuing until the earlier of (i) the second anniversary of the occurrence of
the Change in Control, or (ii) the Executive's death; provided, however, that
commencing on each anniversary of the Change in Control, the Severance Period
will automatically be extended for an additional year unless, not later than 90
calendar days prior to such anniversary date, either the Company or the
Executive shall have given written notice to the other that the Severance Period
is not to be so extended.

                  (j)      "Subsidiary" means an entity in which the Company
directly or indirectly beneficially owns 50% or more of the Outstanding Company
Voting Securities.

                  (k)      "Term" means the period commencing as of the date
hereof and expiring on the close of business on December 31, 2004; provided,
however, that (i) commencing on January 1, 2003 and each January 1 thereafter,
the term of this Agreement will automatically be extended for an additional year
unless, not later than September 30 of the immediately preceding year, the
Company or the Executive shall have given notice that it or the Executive, as
the case may be, does not wish to have the Term extended; (ii) if a Change in
Control occurs during the Term, the Term shall expire and this Agreement will
terminate at the expiration of the Severance Period; and (iii) subject to the
last sentence of Section 9, if, prior to a Change in Control, the Executive
ceases for any reason to be an employee of the Company and any Affiliate of the
Company, thereupon without further action the Term shall be deemed to have
expired and this Agreement will immediately terminate and be of no further
effect. For purposes of this Section 1(l), the Executive shall not be deemed to
have ceased to be an employee of the Company and any Affiliate of the Company by
reason of the transfer of Executive's employment between the Company and any
Affiliate of the Company, or among any Affiliates of the Company.

                                       4


                  (l)      "Termination Date" means the date on which the
Executive's employment is terminated (the effective date of which shall be the
date of termination, or such other date that may be specified by the Executive
if the termination is pursuant to Section 3(b)).

                  2. Operation of Agreement. This Agreement will be effective
and binding immediately upon its execution, but, anything in this Agreement to
the contrary notwithstanding, except as provided in Section 9, this Agreement
will not be operative unless and until a Change in Control occurs. Upon the
occurrence of a Change in Control at any time during the Term, without further
action, this Agreement shall become immediately operative.

                  3. Termination Following a Change in Control.

                  (a)      In the event of the occurrence of a Change in
Control, the Executive's employment may be terminated by the Company or an
Affiliate of the Company during the Severance Period and the Executive shall be
entitled to the benefits provided by Section 4 unless such termination is the
result of the occurrence of one or more of the following events:

                           (i)      The Executive's death;

                           (ii)     If the Executive becomes permanently
disabled within the meaning of, and begins actually to receive disability
benefits pursuant to, the long-term disability plan in effect for, or applicable
to, Executive immediately prior to the Change in Control; or

                           (iii)    Cause.

If, during the Severance Period, the Executive's employment is terminated by the
Company or any Affiliate of the Company other than pursuant to Section 3(a)(i),
3(a)(ii) or 3(a)(iii), the Executive will be entitled to the benefits provided
by Section 4 hereof.

                  (b)      In the event of the occurrence of a Change in
Control, the Executive may terminate employment with the Company and any
Affiliate of the Company during the Severance Period with the right to severance
compensation as provided in Section 4 upon the occurrence of one or more of the
following events (regardless of whether any other reason, other than Cause as
hereinabove provided, for such termination exists or has occurred, including
without limitation other employment):

                           (i)      Failure to elect or reelect or otherwise to
maintain the Executive in the office or the position, or a substantially
equivalent or better office or position, of or with the Company and/or an
Affiliate of the Company (or any successor thereto by operation of law or
otherwise), as the case may be, which the Executive held immediately prior to a
Change in Control, or the removal of the Executive as a Director of the Company
and/or an Affiliate of the Company (or any successor thereto) if the Executive
shall have been a Director of the Company and/or an Affiliate of the Company
immediately prior to the Change in Control;

                           (ii)     (A) A significant adverse change in the
nature or scope of the authorities, powers, functions, responsibilities or
duties attached to the position with the Company and any Affiliate of the
Company which the Executive held immediately prior to the Change in Control, (B)
a reduction in the Executive's Base Pay received from the Company and

                                       5


any Affiliate of the Company, (C) a reduction in the target level of opportunity
for Incentive Pay, or (D) the termination or denial of the Executive's rights to
Employee Benefits or a reduction in the scope or value thereof, any of which is
not remedied by the Company within 10 calendar days after receipt by the Company
of written notice from the Executive of such change, reduction or termination,
as the case may be;

                           (iii)    The liquidation, dissolution, merger,
consolidation or reorganization of the Company or the transfer of all or
substantially all of its business and/or assets, unless the successor or
successors (by liquidation, merger, consolidation, reorganization, transfer or
otherwise) to which all or substantially all of its business and/or assets have
been transferred (by operation of law or otherwise) assumed all duties and
obligations of the Company under this Agreement pursuant to Section 11(a);

                           (iv)     The Company relocates its principal
executive offices (if such offices are the principal location of Executive's
work), or requires the Executive to have his principal location of work changed,
to any location that, in either case, is in excess of 50 miles from the location
thereof immediately prior to the Change in Control, or requires the Executive to
travel away from his office in the course of discharging his responsibilities or
duties hereunder at least 20% more (in terms of aggregate days in any calendar
year or in any calendar quarter when annualized for purposes of comparison to
any prior year) than was required of Executive in any of the three full years
immediately prior to the Change in Control without, in either case, his prior
written consent; or

                           (v)      Without limiting the generality or effect of
the foregoing, any material breach of this Agreement by the Company or any
successor thereto which is not remedied by the Company within 10 calendar days
after receipt by the Company of written notice from the Executive of such
breach.

                  (c)      A termination by the Company pursuant to Section 3(a)
or by the Executive pursuant to Section 3(b) will not affect any rights that the
Executive may have pursuant to any agreement, policy, plan, program or
arrangement of the Company or an Affiliate of the Company providing Employee
Benefits, which rights shall be governed by the terms thereof.

                  4. Severance Compensation.

                  (a)      If, following the occurrence of a Change in Control,
the Company or an Affiliate of the Company terminates the Executive's employment
during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or
3(a)(iii), or if the Executive terminates his employment pursuant to Section
3(b), the Company will pay to the Executive the amounts described in Annex A
within five business days after the Termination Date and will continue to
provide to the Executive the benefits described on Annex A for the periods
described therein.

                  (b)      Without limiting the rights of the Executive at law
or in equity, if the Company fails to make any payment or provide any benefit
required to be made or provided hereunder on a timely basis, the Company will
pay interest on the amount or value thereof at an annualized rate of interest
equal to the so-called composite "prime rate" as quoted from time to

                                       6


time during the relevant period in the Midwest Edition of The Wall Street
Journal, plus 4%. Such interest will be payable as it accrues on demand. Any
change in such prime rate will be effective on and as of the date of such
change.

                  (c)      Notwithstanding any provision of this Agreement to
the contrary, the parties' respective rights and obligations under this Section
4 and under Sections 5, 7, 8 and 9 will survive any termination or expiration of
this Agreement or the termination of the Executive's employment following a
Change in Control for any reason whatsoever.

                  (d)      Unless otherwise expressly provided by the applicable
plan, program or agreement, after the occurrence of a Change in Control, the
Company shall pay in cash to the Executive a lump sum amount equal to the value
of any annual bonus or long-term incentive pay (including, without limitation,
incentive-based annual cash bonuses and performance units, but not including any
equity-based compensation or compensation provided under a qualified plan)
earned or accrued with respect to the Executive's service during the performance
period or periods that includes the date on which the Change in Control
occurred, disregarding any applicable vesting requirements; provided that such
amount shall be calculated at the plan target or payout rate, but prorated to
base payment only on the portion of the Executive's service that had elapsed
during the applicable performance period. Such payment shall take into account
service rendered through the payment date and shall be made at the earlier of
(i) the date prescribed for payment pursuant to the applicable plan, program or
agreement, or (ii) within five business days after the Termination Date.

                  (e)      Notwithstanding any provision to the contrary in any
applicable plan, program or agreement, upon the occurrence of a Change in
Control, all equity incentive awards held by the Executive shall become fully
vested and all stock options held by the Executive shall become fully
exercisable.

                  5. Certain Additional Payments by the Company.

                  (a)      Anything in this Agreement to the contrary
notwithstanding, in the event that this Agreement shall become operative and it
shall be determined (as hereafter provided) that any payment (other than the
Gross-Up payments provided for in this Section 5) or distribution by the Company
or any of its Affiliates to or for the benefit of the Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option,
performance share, performance unit, stock appreciation right or similar right,
or the lapse or termination of any restriction on or the vesting or
exercisability of any of the foregoing (a "Payment"), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code") (or any successor provision thereto) by reason of being
considered "contingent on a change in ownership or control" of the Company,
within the meaning of Section 280G of the Code (or any successor provision
thereto) or to any similar tax imposed by state or local law, or any interest or
penalties with respect to such tax (such tax or taxes, together with any such
interest and penalties, being hereafter collectively referred to as the "Excise
Tax"), then the Executive shall be entitled to receive an additional payment or
payments (collectively, a "Gross-Up Payment"); provided, however, that no
Gross-up Payment shall be made with respect to the Excise Tax, if

                                       7


any, attributable to (i) any incentive stock option, as defined by Section 422
of the Code ("ISO") granted prior to the execution of this Agreement, or (ii)
any stock appreciation or similar right, whether or not limited, granted in
tandem with any ISO described in clause (i). The Gross-Up Payment shall be in an
amount such that, after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

                  (b)      Subject to the provisions of Section 5(f), all
determinations required to be made under this Section 5, including whether an
Excise Tax is payable by the Executive and the amount of such Excise Tax and
whether a Gross-Up Payment is required to be paid by the Company to the
Executive and the amount of such Gross-Up Payment, if any, shall be made by a
nationally recognized accounting firm (the "Accounting Firm") selected by the
Executive in his sole discretion. The Executive shall direct the Accounting Firm
to submit its determination and detailed supporting calculations to both the
Company and the Executive within 30 calendar days after the Termination Date, if
applicable, and any such other time or times as may be requested by the Company
or the Executive. If the Accounting Firm determines that any Excise Tax is
payable by the Executive, the Company shall pay the required Gross-Up Payment to
the Executive within five business days after receipt of such determination and
calculations with respect to any Payment to the Executive. If the Accounting
Firm determines that no Excise Tax is payable by the Executive, it shall, at the
same time as it makes such determination, furnish the Company and the Executive
an opinion that the Executive has substantial authority not to report any Excise
Tax on his federal, state or local income or other tax return. As a result of
the uncertainty in the application of Section 4999 of the Code (or any successor
provision thereto) and the possibility of similar uncertainty regarding
applicable state or local tax law at the time of any determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made (an "Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts or fails to pursue its remedies pursuant to Section
5(f) and the Executive thereafter is required to make a payment of any Excise
Tax, the Executive shall direct the Accounting Firm to determine the amount of
the Underpayment that has occurred and to submit its determination and detailed
supporting calculations to both the Company and the Executive as promptly as
possible. Any such Underpayment shall be promptly paid by the Company to, or for
the benefit of, the Executive within five business days after receipt of such
determination and calculations.

                  (c)      The Company and the Executive shall each provide the
Accounting Firm access to and copies of any books, records and documents in the
possession of the Company or the Executive, as the case may be, reasonably
requested by the Accounting Firm, and otherwise cooperate with the Accounting
Firm in connection with the preparation and issuance of the determinations and
calculations contemplated by Section 5(b). Any determination by the Accounting
Firm as to the amount of the Gross-Up Payment shall be binding upon the Company
and the Executive.

                  (d)      The federal, state and local income or other tax
returns filed by the Executive shall be prepared and filed on a consistent basis
with the determination of the Accounting Firm with respect to the Excise Tax
payable by the Executive. The Executive shall make proper payment of the amount
of any Excise Tax, and at the request of the Company,

                                       8


provide to the Company true and correct copies (with any amendments) of his
federal income tax return as filed with the Internal Revenue Service and
corresponding state and local tax returns, if relevant, as filed with the
applicable taxing authority, and such other documents reasonably requested by
the Company, evidencing such payment. If prior to the filing of the Executive's
federal income tax return, or corresponding state or local tax return, if
relevant, the Accounting Firm determines that the amount of the Gross-Up Payment
should be reduced, the Executive shall within five business days pay to the
Company the amount of such reduction.

                  (e)      The fees and expenses of the Accounting Firm for its
services in connection with the determinations and calculations contemplated by
Section 5(b) shall be borne by the Company. If such fees and expenses are
initially paid by the Executive, the Company shall reimburse the Executive the
full amount of such fees and expenses within five business days after receipt
from the Executive of a statement therefor and reasonable evidence of his
payment thereof.

                  (f)      The Executive shall notify the Company in writing of
any claim by the Internal Revenue Service or any other taxing authority that, if
successful, would require the payment by the Company of a Gross-Up Payment. Such
notification shall be given as promptly as practicable but no later than 10
business days after the Executive actually receives notice of such claim and the
Executive shall further apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid (in each case, to the extent
known by the Executive). The Executive shall not pay such claim prior to the
earlier of (i) the expiration of the 30-calendar-day period following the date
on which he gives such notice to the Company and (ii) the date that any payment
of an amount with respect to such claim is due. If the Company notifies the
Executive in writing prior to the expiration of such period that it desires to
contest such claim, the Executive shall:

                           (i)      provide the Company with any written records
or documents in his possession relating to such claim reasonably requested by
the Company;

                           (ii)     take such action in connection with
contesting such claim as the Company shall reasonably request in writing from
time to time, including without limitation accepting legal representation with
respect to such claim by an attorney competent in respect of the subject matter
and reasonably selected by the Company;

                           (iii)    cooperate with the Company in good faith in
order effectively to contest such claim; and

                           (iv)     permit the Company to participate in any
proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including interest and penalties) incurred in connection with such
contest and shall indemnify and hold harmless the Executive, on an after-tax
basis, for and against any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
Section 5(f), the Company shall control all proceedings taken in connection with
the contest

                                       9


of any claim contemplated by this Section 5(f) and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim (provided,
however, that the Executive may participate therein at his own cost and expense)
and may, at its option, either direct the Executive to pay the tax claimed and
sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Executive to pay the tax claimed and sue for a refund, the
Company shall advance the amount of such payment to the Executive on an
interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income or other tax, including interest
or penalties with respect thereto, imposed with respect to such advance; and
provided further, however, that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with respect
to which the contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company's control of any such contested claim
shall be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to settle or contest, as
the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.

                  (g)      If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 5(f), the Executive receives any
refund with respect to such claim, the Executive shall (subject to the Company's
complying with the requirements of Section 5(f)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
any taxes applicable thereto). If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 5(f), a determination is made
that the Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in writing of its intent to
contest such denial or refund prior to the expiration of 30 calendar days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of any such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid by the
Company to the Executive pursuant to this Section 5.

                  6. No Mitigation Obligation. The Company hereby acknowledges
that it will be difficult and may be impossible for the Executive to find
reasonably comparable employment following the Termination Date. Accordingly,
the payment of the severance compensation by the Company to the Executive in
accordance with the terms of this Agreement is hereby acknowledged by the
Company to be reasonable, and the Executive will not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, nor will any profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset, reduction or any other
obligation on the part of the Executive hereunder or otherwise, except as
expressly provided in the last sentence of Paragraph 2 set forth on Annex A.

                  7. Legal Fees and Expenses.

                  (a)      It is the intent of the Company that the Executive
not be required to incur legal fees and the related expenses associated with the
interpretation, enforcement or defense of

                                       10


Executive's rights under this Agreement by litigation or otherwise because the
cost and expense thereof would substantially detract from the benefits intended
to be extended to the Executive hereunder. Accordingly, if it should appear to
the Executive that the Company has failed to comply with any of its obligations
under this Agreement or in the event that the Company or any other person takes
or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or proceeding designed to deny, or
to recover from, the Executive the benefits provided or intended to be provided
to the Executive hereunder, the Company irrevocably authorizes the Executive
from time to time to retain counsel of Executive's choice, at the expense of the
Company as hereafter provided, to advise and represent the Executive in
connection with any such interpretation, enforcement or defense, including
without limitation the initiation or defense of any litigation or other legal
action, whether by or against the Company or any Director, officer, stockholder
or other person affiliated with the Company, in any jurisdiction.
Notwithstanding any existing or prior attorney-client relationship between the
Company and such counsel, the Company irrevocably consents to the Executive's
entering into an attorney-client relationship with such counsel, and in that
connection the Company and the Executive agree that a confidential relationship
shall exist between the Executive and such counsel. Without respect to whether
the Executive prevails, in whole or in part, in connection with any of the
foregoing, the Company will pay and be solely financially responsible for any
and all attorneys' and related fees and expenses incurred by the Executive in
connection with any of the foregoing.

                  (b)      Without limiting the obligations of the Company
pursuant to Section 7(a) hereof, in the event a Change in Control occurs, the
performance of the Company's obligations under this Agreement, including,
without limitation, this Section 7 and Annex A, shall be secured by amounts
deposited or to be deposited in trust pursuant to certain trust agreements to
which the Company shall be a party providing that the benefits to be provided
hereunder and the fees and expenses of counsel selected from time to time by the
Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive
if paid by the Executive, either in accordance with the terms of such trust
agreements, or, if not so provided, on a regular, periodic basis upon
presentation by the Executive to the trustee of a statement or statements
prepared by such counsel in accordance with its customary practices. Any failure
by the Company to satisfy any of its obligations under this Section 7(b) shall
not limit the rights of the Executive hereunder. Subject to the foregoing, the
Executive shall have the status of a general unsecured creditor of the Company
and shall have no right to, or security interest in, any assets of the Company
or any Affiliate of the Company.

                  8. Confidentiality; Nonsolicitation.

                  (a)      During the Term, the Company agrees that it will
disclose to Executive its confidential or proprietary information (as defined in
this Section 8(a)) to the extent necessary for Executive to carry out his
obligations to the Company. The Executive hereby covenants and agrees that he
will not, without the prior written consent of the Company, during the Term or
thereafter disclose to any person not employed by the Company, or use in
connection with engaging in competition with the Company, any confidential or
proprietary information of the Company. For purposes of this Agreement, the term
"confidential or proprietary information" will include all information of any
nature and in any form that is owned by the Company and that is not publicly
available (other than by Executive's breach of this Section 8(a)) or generally

                                       11


known to persons engaged in businesses similar or related to those of the
Company. Confidential or proprietary information will include, without
limitation, the Company's financial matters, customers, employees, industry
contracts, strategic business plans, product development (or other proprietary
product data), marketing plans, and all other secrets and all other information
of a confidential or proprietary nature. For purposes of the preceding two
sentences, the term "Company" will also include any Subsidiary (collectively,
the "Restricted Group"). The foregoing obligations imposed by this Section 8(a)
will not apply (i) during the Term, in the course of the business of and for the
benefit of the Company, (ii) if such confidential or proprietary information
will have become, through no fault of the Executive, generally known to the
public or (iii) if the Executive is required by law to make disclosure (after
giving the Company notice and an opportunity to contest such requirement).

                  (b)      The Executive hereby covenants and agrees that during
the Term and for two years thereafter Executive will not, without the prior
written consent of the Company, which consent shall not unreasonably be
withheld, on behalf of Executive or on behalf of any person, firm or company,
directly or indirectly, attempt to influence, persuade or induce, or assist any
other person in so persuading or inducing, any employee of the Restricted Group
to give up, or to not commence, employment or a business relationship with the
Restricted Group.

                  9. Employment Rights. Nothing expressed or implied in this
Agreement will create any right or duty on the part of the Company or the
Executive to have the Executive remain in the employment of the Company or any
Affiliate of the Company prior to or following any Change in Control. Any
termination of employment of the Executive or the removal of the Executive from
the office or position in the Company or any Affiliate of the Company that
occurs following the commencement of any discussion with a third person that
ultimately results in a Change in Control, shall be deemed to be a termination
or removal of the Executive after a Change in Control for purposes of this
Agreement.

                  10. Withholding of Taxes. The Company may withhold from any
amounts payable under this Agreement all federal, state, city or other taxes as
the Company is required to withhold pursuant to any applicable law, regulation
or ruling.

                  11. Successors and Binding Agreement.

                  (a)      The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation, reorganization or
otherwise) to all or substantially all of the business or assets of the Company,
by agreement in form and substance reasonably satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent the Company would be required to perform if no such
succession had taken place. This Agreement will be binding upon and inure to the
benefit of the Company and any successor to the Company, including without
limitation any persons acquiring directly or indirectly all or substantially all
of the business or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor shall thereafter
be deemed the "Company" for the purposes of this Agreement), but will not
otherwise be assignable, transferable or delegable by the Company.

                                       12


                  (b)      This Agreement will inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees and legatees.

                  (c)      This Agreement is personal in nature and neither of
the parties hereto shall, without the consent of the other, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in Sections 11(a) and 11(b). Without limiting the generality
or effect of the foregoing, the Executive's right to receive payments hereunder
will not be assignable, transferable or delegable, whether by pledge, creation
of a security interest, or otherwise, other than by a transfer by Executive's
will or by the laws of descent and distribution and, in the event of any
attempted assignment or transfer contrary to this Section 11(c), the Company
shall have no liability to pay any amount so attempted to be assigned,
transferred or delegated.

                  12. Notices. For all purposes of this Agreement, all
communications, including without limitation notices, consents, requests or
approvals, required or permitted to be given hereunder will be in writing and
will be deemed to have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof orally confirmed), or
five business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or three business
days after having been sent by a nationally recognized overnight courier service
such as FedEx, UPS, or Purolator, addressed to the Company (to the attention of
the Secretary of the Company) at its principal executive office and to the
Executive at his principal residence, or to such other address as any party may
have furnished to the other in writing and in accordance herewith, except that
notices of changes of address shall be effective only upon receipt.

                  13. Governing Law. The validity, interpretation, construction
and performance of this Agreement will be governed by and construed in
accordance with the substantive laws of the State of Ohio, without giving effect
to the principles of conflict of laws of such State.

                  14. Validity. If any provision of this Agreement or the
application of any provision hereof to any person or circumstance is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and
the application of such provision to any other person or circumstance will not
be affected, and the provision so held to be invalid, unenforceable or otherwise
illegal will be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid or legal.

                  15. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto or
compliance with any condition or provision of this Agreement to be performed by
such other party will be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, expressed or implied with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. References to Sections are to Sections of this
Agreement.

                                       13


                  16. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same agreement.

                           IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of the date first above written.

                               ROADWAY CORPORATION

                               By: ____________________________________________

                               ________________________________________________

                                       14


                                                                         Annex A

                             SEVERANCE COMPENSATION

                  (1)      A lump sum payment in an amount equal to two times
the sum of (A) Base Pay (at the highest rate in effect for any period within
five years prior to the Termination Date), plus (B) Incentive Pay (in an amount
equal to not less than the highest target or payout Incentive Pay rate in any of
the five fiscal years immediately preceding the year in which the Change in
Control occurred).

                  (2)      For a period of 24 months following the Termination
Date (the "Continuation Period"), the Company will arrange to provide the
Executive with Employee Benefits that are welfare benefits including, without
limitation, life insurance (but not stock option, performance share, performance
unit, stock purchase, stock appreciation or similar compensatory benefits or
benefits covered by (3) below) substantially similar to those that the Executive
was receiving or entitled to receive immediately prior to the Termination Date
(or, if greater, immediately prior to the reduction, termination, or denial
described in Section 3(b)(ii)). If and to the extent that any benefit described
in this Paragraph 2 is not or cannot be paid or provided under any policy, plan,
program or arrangement of the Company or any Affiliate of the Company, as the
case may be, then the Company will itself pay or provide for the payment to the
Executive, his dependents and beneficiaries, of such Employee Benefits along
with, in the case of any benefit described in this Paragraph 2 which is subject
to tax because it is not or cannot be paid or provided under any such policy,
plan, program or arrangement of the Company or any Affiliate of the Company, an
additional amount such that after payment by the Executive, or his dependents or
beneficiaries, as the case may be, of all taxes so imposed, the recipient
retains an amount equal to such taxes. Notwithstanding the foregoing, or any
other provision of the Agreement, for purposes of determining the period of
continuation coverage to which the Executive or any of his dependents is
entitled pursuant to Section 4980B of the Code (or any successor provision
thereto) under the Company's medical, dental and other group health plans, or
successor plans, the Executive's "qualifying event" shall be the termination of
the Continuation Period. Further, for purposes of the immediately preceding
sentence and for any other purpose including, without limitation, the
calculation of service or age to determine Executive's eligibility for benefits
under any life insurance plan or policy, the Executive shall be considered to
have remained actively employed on a full-time basis through the termination of
the Continuation Period. Without otherwise limiting the purposes or effect of
Section 6, Employee Benefits otherwise receivable by the Executive pursuant to
this Paragraph 2 will be reduced to the extent comparable welfare benefits are
actually received by the Executive from another employer during the Continuation
Period following the Executive's Termination Date, and any such benefits
actually received by the Executive shall be reported by the Executive to the
Company.

                  (3)      In addition to the retirement income and other
benefits to which Executive is entitled under the Company's Retirement Plans
with respect to Executive's employment through the Termination Date, a lump sum
payment in an amount equal to the present value of the excess of (x) the
retirement income and other benefits that would be payable to the Executive
under the Retirement Plans if Executive had continued to be employed as an
active participant in the Company's Retirement Plans through the Continuation
Period given the Executive's Base Pay

                                      A-1


and Incentive Pay (as determined in Paragraph 1) (without regard to any
amendment to the Retirement Plans made subsequent to a Change in Control which
reduces the retirement income or other benefits thereunder), over (y) the
retirement income and other benefits that the Executive is entitled to receive
(either immediately or on a deferred basis) under the Retirement Plans. For
purposes of this Paragraph 3, present value shall be determined by applying the
interest rate and mortality table used for the purpose of calculating benefits
under the Company's pension benefit plan.

                  (4)      A lump sum payment in an amount equal to the cost of
providing medical coverage to the Executive from the expiration of the
Continuation Period until the Executive is eligible to receive Medicare.

                  (5)      Reasonable fees for outplacement services, by a firm
selected by the Executive, at the expense of the Company in an amount not in
excess of 20% of the Executive's Base Pay.

                  (6)      Financial counseling during the Continuation Period
in a manner similar to that provided to executive officers prior to a Change in
Control.

                                      A-2

EX-31.1

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, James D. Staley, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Roadway
Corporation;

2.       Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

               (a) Designed such disclosure controls and procedures, or caused
               such disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

               (b) Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the end of the period covered by this
               report based on such evaluation; and

               (c) Disclosed in this report any change in the registrant's
               internal control over financial reporting that occurred during
               the registrant's most recent fiscal quarter (the registrant's
               fourth fiscal quarter in the case of an annual report) that has
               materially affected, or is reasonably likely to materially
               affect, the registrant's internal control over financial
               reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

               (a) All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize and report financial
               information; and

               (b) Any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal control over financial reporting.

Date: October 27, 2003
                                                     /s/ James D. Staley
                                                     ---------------------------
                                                     James D. Staley
                                                     Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, J. Dawson Cunningham, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Roadway
         Corporation;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

               (a) Designed such disclosure controls and procedures, or caused
               such disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepared;

               (b) Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the end of the period covered by this
               report based on such evaluation; and

               (c) Disclosed in this report any change in the registrant's
               internal control over financial reporting that occurred during
               the registrant's most recent fiscal quarter (the registrant's
               fourth fiscal quarter in the case of an annual report) that has
               materially affected, or is reasonably likely to materially
               affect, the registrant's internal control over financial
               reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

               (a) All significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize and report financial
               information; and

               (b) Any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal control over financial reporting.

Date: October 27, 2003
                                            /s/ J. Dawson Cunningham
                                            ------------------------------------
                                            J. Dawson Cunningham
                                            Executive Vice President and Chief
                                            Financial Officer

                                       1

EX-32.1

Exhibit 32.1

                    CERTIFICATION BY CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report for the period ending September
13, 2003, of Roadway Corporation (the "Company") on Form 10-Q as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, James
D. Staley, as Chief Executive Officer of the Company, hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

         (1)      The Report fully complies with the requirements of section
13(a) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company for the dates and periods covered by the Report.

A signed original of this written statement has been provided to Roadway
Corporation and will be retained by Roadway Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.

October 27, 2003                                   /s/ James D. Staley
                                                   -----------------------------
                                                   James D. Staley
                                                   Chief Executive Officer

EX-32.2

Exhibit 32.2

                    CERTIFICATION BY CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report for the period ending September
13, 2003, of Roadway Corporation (the "Company") on Form 10-Q as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, J.
Dawson Cunningham, as Chief Financial Officer of the Company, hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

         (1)      The Report fully complies with the requirements of section
13(a) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company for the dates and periods covered by the Report.

A signed original of this written statement has been provided to Roadway
Corporation and will be retained by Roadway Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.

October 27, 2003                              /s/ J. Dawson Cunningham
                                              ----------------------------------
                                              J. Dawson Cunningham
                                              Executive Vice President
                                              and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Roadway Express, Inc. and Subsidiaries
Quarters ended September 13, 2003 and September 7, 2002

                                       1


                                                                               .
                                                                               .
                                                                               .

ROADWAY EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



                                                                   September 13, 2003  December 31, 2002
                                                                   ------------------  -----------------
                                                                              (in thousands)
                                                                                 
Assets
Current assets:
  Cash and cash equivalents                                         $   73,011              $   82,016
  Accounts receivable, including retained
     interest in securitized receivables, net                          220,580                 212,834
  Other current assets                                                  41,111                  31,662
                                                                    ----------              ----------
Total current assets                                                   334,702                 326,512

Carrier operating property, at cost                                  1,407,540               1,414,794
Less allowance for depreciation                                      1,000,628                 996,224
                                                                    ----------              ----------
Net carrier operating property                                         406,912                 418,570

Goodwill, net                                                           16,781                  14,816
Other assets                                                            44,439                  43,666
                                                                    ----------              ----------
Total assets                                                        $  802,834              $  803,564
                                                                    ==========              ==========

Liabilities and parent company investment
Current liabilities:
  Accounts payable                                                  $  222,612              $  190,457
  Salaries and wages                                                   116,523                 141,242
  Other current liabilities                                             48,379                  45,606
                                                                    ----------              ----------
Total current liabilities                                              387,514                 377,305

Long-term liabilities:
  Casualty claims and other                                             52,289                  55,953
  Accrued pension and retiree medical                                  144,582                 133,072
                                                                    ----------              ----------
Total long-term liabilities                                            196,871                 189,025

Parent company investment                                              218,449                 237,234
                                                                    ----------              ----------
Total liabilities and parent company investment                     $  802,834              $  803,564
                                                                    ==========              ==========


Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See notes to condensed consolidated financial statements.

                                       2


ROADWAY EXPRESS, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)



                                                                          Twelve Weeks Ended
                                                                            (Third Quarter)
                                                             September 13, 2003        September 7, 2002
                                                             ------------------        -----------------
                                                                          (in thousands)
                                                                                 
Revenue                                                         $ 700,668                $ 631,158
Operating expenses:
  Salaries, wages and benefits                                    441,446                  402,918
  Operating supplies and expenses                                 117,826                  104,540
  Purchased transportation                                         76,729                   63,318
  Operating taxes and licenses                                     17,024                   16,511
  Insurance and claims expense                                     14,530                   15,489
  Provision for depreciation                                       14,251                   15,507
  Net (gain) loss on disposal of operating property                (5,069)                   1,129
  Compensation and other expense related to the
  Yellow acquisition                                               23,374                       --
                                                                ---------                ---------
Total operating expenses                                          700,111                  619,412
                                                                ---------                ---------
Operating income                                                      557                   11,746
Other (expense), net                                                 (868)                    (702)
                                                                ---------                ---------
(Loss) income before income taxes                                    (311)                  11,044
Provision for income taxes                                          2,327                    4,709
                                                                ---------                ---------
Net (loss) income                                               $  (2,638)               $   6,335
                                                                =========                =========




                                                                        Thirty-six Weeks Ended
                                                                           (Three Quarters)
                                                             September 13, 2003        September 7, 2002
                                                             ------------------        -----------------
                                                                           (in thousands)
                                                                                 
Revenue                                                          $2,097,068               $1,791,125
Operating expenses:
  Salaries, wages and benefits                                    1,313,985                1,161,888
  Operating supplies and expenses                                   369,386                  303,527
  Purchased transportation                                          226,247                  171,761
  Operating taxes and licenses                                       52,586                   46,742
  Insurance and claims expense                                       42,024                   37,841
  Provision for depreciation                                         43,647                   46,192
  Net (gain) loss on disposal of operating property                  (4,288)                   1,778
  Compensation and other expense related to the
  Yellow acquisition                                                 23,374                       --
                                                                 ----------               ----------
Total operating expenses                                          2,066,960                1,769,729
                                                                 ----------               ----------
Operating income                                                     30,108                   21,396
Other (expense), net                                                 (2,067)                  (2,641)
                                                                 ----------               ----------
Income before income taxes                                           28,040                   18,755
Provision for income taxes                                           14,060                    7,532
                                                                 ----------               ----------
Net income                                                       $   13,981               $   11,223
                                                                 ==========               ==========


See notes to condensed consolidated financial statements.

                                       3


ROADWAY EXPRESS INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)



                                                                      Thirty-six Weeks Ended
                                                                         (Three Quarters)
                                                             September 13, 2003        September 7, 2002
                                                             ------------------        -----------------
                                                                            (in thousands)
                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                         $ 13,981                $ 11,223
Depreciation                                                         43,647                  46,192
Other operating adjustments                                           5,665                 (20,770)
                                                                   --------                --------
Net cash provided by operating activities                            63,293                  36,645

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of carrier operating property                             (35,849)                (40,026)
Sales of carrier operating property                                   8,997                   2,203
                                                                   --------                --------
Net cash (used) by investing activities                             (26,852)                (37,823)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid                                                      (45,750)
Treasury stock activity, net                                              -                       1
                                                                   --------                --------
Net cash (used) by financing activities                             (45,750)                      1

Effect of exchange rate on cash                                         305                    (200)
                                                                   --------                --------
Net (decrease) increase in cash and cash equivalents                 (9,004)                 (1,377)
Cash and cash equivalents at beginning of period                     82,016                  46,807
                                                                   --------                --------
Cash and cash equivalents at end of period                         $ 73,012                $ 44,710
                                                                   ========                ========


See notes to condensed consolidated financial statements.

Roadway Express, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1--Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the twelve and thirty-six weeks ending
September 13, 2003 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Roadway Corporation Annual Report on Form 10-K for the year ended December 31,
2002.

                                       4


Note 2--Accounting Period

Roadway Express, Inc. (the registrant, Roadway, or Company) operates on 13
four-week accounting periods with 12 weeks in each of the first three quarters
and 16 weeks in the fourth quarter.

Note 3--Segment information

The Company provides freight services in one business segment, long haul LTL
freight services in North America, and offers services more than 100 countries
worldwide.

Note 4--Comprehensive Income

Comprehensive income differs from net income due to foreign currency translation
adjustments as shown below:



                                               Twelve Weeks Ended                  Thirty-six Weeks Ended
                                                 (Third Quarter)                      (Three Quarters)
                                        Sept. 13, 2003     Sept. 7, 2002      Sept. 13, 2003    Sept. 7, 2002
                                        --------------     -------------      --------------    -------------
                                                                   (in thousands)
                                                                                    
Net  (loss) income                         $ (2,638)          $  6,335           $ 13,981          $ 11,223
Foreign currency translation
     adjustments                               (707)              (628)             5,069              (684)
Derivative fair value adjustments                 -                158                126               158
                                           --------           --------           --------          --------
Comprehensive (loss) income                $ (3,345)          $  5,865           $ 19,176          $ 10,697
                                           ========           ========           ========          ========


Note 5--Contingent Matter

The Company's former parent (FedEx Corporation, successor in interest to Caliber
Systems, Inc., formerly known as Roadway Services, Inc.) is currently under
examination by the Internal Revenue Service for tax years 1994 and 1995, years
prior to the spin-off of the Company. The IRS has proposed substantial
adjustments for these tax years for multi-employer pension plan deductions. The
IRS is challenging the timing, not the validity of these deductions. The Company
is unable to predict the ultimate outcome of this matter; however, its former
parent intends to vigorously contest these proposed adjustments.

Under a tax sharing agreement entered into by the Company and its former parent
on January 2, 1996 (the date of the spin-off) the Company is obligated to
reimburse the former parent for any additional taxes and interest that relate to
the Company's business prior to the spin-off. The amount and timing of such
payments is dependent on the ultimate resolution of the former parent's disputes
with the IRS and the determination of the nature and extent of the obligations
under the tax sharing agreement. On January 16, 2003, the Company made a
$14 million payment to its former parent under the tax sharing agreement for
taxes and interest related to certain of the proposed adjustments for tax years
1994 and 1995.

We estimate the possible range of the remaining payments that may be due to the
former parent to be approximately $0 to $16 million in additional taxes and $0
to $11 million in related interest, net of tax benefit. The Company has
established a $16 million deferred tax liability and certain reserves with
respect to these proposed adjustments. There can be no assurance, however, that
the amount or timing of any liability of the Company to the former parent will
not have a material adverse effect on the Company's results of operations and
financial position.

                                       5

EX-99.2

Exhibit 99.2

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Roadway Next Day Corporation
Quarters ended September 13, 2003 and September 7, 2002

                                        1

                                                                               .
                                                                               .
                                                                               .

Roadway Next Day Corporation
Condensed Consolidated Balance Sheets (Unaudited)



                                                    September 13, 2003     December 31, 2002
                                                    ------------------     -----------------
                                                                 (in thousands)
                                                                     
Assets
Current assets:
  Cash and cash equivalents                              $ 13,254               $ 12,992
  Accounts receivable, net                                 21,315                 24,785
  Assets of discontinued operation                              -                 87,431
  Other current assets                                      6,934                  6,618
                                                         --------               --------
Total current assets                                       41,503                131,826

Carrier operating property, at cost                       101,740                100,854
Less allowance for depreciation                            17,308                 10,240
                                                         --------               --------
Net carrier operating property                             84,432                 90,614

Goodwill, net                                             269,093                269,093
Other assets                                               20,214                 22,511
                                                         --------               --------
Total assets                                             $415,242               $514,044
                                                         ========               ========

Liabilities and shareholders' equity
Current liabilities:
  Accounts payable                                       $ 13,560               $ 14,209
  Salaries and wages                                        8,733                  8,522
  Payable to Roadway Corporation                            8,076                 33,703
  Liabilities of discontinued operation                         -                 32,407
  Other current liabilities                                 5,926                  4,209
                                                         --------               --------
Total current liabilities                                  36,295                 93,050

Long-term liabilities:
  Casualty claims and other                                 9,954                  8,456
  Deferred income taxes                                    10,393                 10,666
  Payable to Roadway Corporation                          248,924                273,513
                                                         --------               --------
Total long-term liabilities                               269,271                292,635

Parent company investment                                 109,676                128,359
                                                         --------               --------
Total liabilities and shareholders' equity               $415,242               $514,044
                                                         ========               ========


Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See notes to condensed consolidated financial statements.

                                        2


Roadway Next Day Corporation
Condensed Statements of Consolidated Income (Unaudited)



                                                                                         Twelve Weeks Ended
                                                                                          (Third Quarter)
                                                                             September 13, 2003       September 7, 2002
                                                                             ------------------       -----------------
                                                                                           (in thousands)
                                                                                                
Revenue                                                                           $ 50,926                $ 50,538

Operating expenses:
   Salaries, wages and benefits                                                     33,987                  33,780
   Operating supplies and expenses                                                   6,458                   4,971
   Purchased transportation                                                            517                     532
   Operating taxes and licenses                                                      1,407                   1,438
   Insurance and claims                                                                555                     995
   Provision for depreciation                                                        2,407                   2,572
   Loss (gain) on sale of property                                                       2                     (54)
   Compensation and other expense related to the Yellow
     acquisition                                                                       963                       -
                                                                                  --------                --------
Total operating expenses                                                            46,296                  44,234
                                                                                  --------                --------
Operating income from continuing operations                                          4,630                   6,304
Other (expense), net                                                                (5,632)                 (5,966)
                                                                                  --------                --------
(Loss) income from continuing operations before income taxes                        (1,002)                    338
Income tax expense (benefit)                                                          (469)                    106
                                                                                  --------                --------
(Loss) income from continuing operations                                              (533)                    232
(Loss) income from discontinued operations                                               -                     480
                                                                                  --------                --------
Net (loss) income                                                                 $   (533)               $    712
                                                                                  ========                ========


                                        3


Roadway Next Day Corporation
Condensed Statements of Consolidated Income (Unaudited)



                                                                                       Thirty-six Weeks Ended
                                                                                          (Three Quarters)
                                                                             September 13, 2003       September 7, 2002
                                                                             ------------------       ------------------------
                                                                                           (in thousands)
                                                                                                
Revenue                                                                           $ 150,124                $ 145,541

Operating expenses:
   Salaries, wages and benefits                                                     101,271                   98,427
   Operating supplies and expenses                                                   19,395                   15,154
   Purchased transportation                                                           1,508                    1,373
   Operating taxes and licenses                                                       4,260                    4,216
   Insurance and claims                                                               2,615                    3,202
   Provision for depreciation                                                         7,180                    8,127
   Loss (gain) on sale of property                                                       61                     (125)
   Compensation and other expense related to the Yellow acquisition                     963                        -
                                                                                  ---------                ---------
Total operating expenses                                                            137,253                  130,374
                                                                                  ---------                ---------
Operating income from continuing operations                                          12,871                   15,167
Other (expense), net                                                                (17,685)                 (17,776)
                                                                                  ---------                ---------
(Loss) from continuing operations before income taxes                                (4,814)                  (2,609)
Income tax (benefit)                                                                 (1,796)                  (1,040)
                                                                                  ---------                ---------
(Loss) from continuing operations                                                    (3,018)                  (1,569)
(Loss) income from discontinued operations                                             (155)                   1,641
                                                                                  ---------                ---------
Net (loss) income                                                                 $  (3,173)               $      72
                                                                                  =========                =========


See notes to condensed consolidated financial statements.

                                       4


Roadway Next Day Corporation
Condensed Statements of Consolidated Cash Flows (Unaudited)



                                                                             Thirty-six Weeks Ended
                                                                                (Three Quarters)
                                                                   September 13, 2003      September 7, 2002
                                                                   ------------------      -----------------
                                                                                 (in thousands)
                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) from continuing operations                                       $ (3,018)               $ (1,570)
Depreciation and amortization                                              9,580                   9,372
Other operating adjustments                                                5,098                  32,398
                                                                        --------                --------
Net cash provided by operating activities                                 11,660                  40,200

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of carrier operating property                                   (1,578)                 (6,931)
Sales of carrier operating property                                          518                     125
                                                                        --------                --------
Net cash (used) by investing activities                                   (1,060)                 (6,806)

CASH FLOWS FROM FINANCING ACTIVITIES
Transfer to parent                                                       (10,300)                (42,086)
                                                                        --------                --------
Net cash (used) by financing activities                                  (10,300)                (42,086)

Net increase (decrease) in cash and cash equivalents from
continuing operations                                                        300                  (8,692)
Net (decrease) in cash and cash equivalents from
discontinued operations                                                      (38)                 (4,081)
Cash and cash equivalents at beginning of period                          12,992                  29,469
                                                                        --------                --------
Cash and cash equivalents at end of period                              $ 13,254                $ 16,696
                                                                        ========                ========


See notes to condensed consolidated financial statements.

                                       5


Roadway Next Day Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1--Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the twelve and Thirty-six weeks ending
September 13, 2003 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Roadway Corporation Annual Report on Form 10-K for the year ended December 31,
2002.

The Company completed the required transitional goodwill impairment test under
SFAS No. 142 for all reporting units effective June 21, 2003 which did not
indicate any impairment. The Company expects to perform the required annual
goodwill impairment assessment on a recurring basis at the end of the second
quarter each year, or more frequently should any indicators of possible
impairment be identified.

The Company operates in one business segment, New Penn Motor Express, Inc.,
which provides regional next-day LTL service primarily in New England and the
Middle Atlantic states.

Note 2--Accounting Period

The Company operates on 13 four-week accounting periods with 12 weeks in each of
the first three quarters and 16 weeks in the fourth quarter.

                                       6


Note 3 - Discontinued operations

On December 26, 2002, the Company entered into an agreement to sell Arnold
Transportation Services (ATS) to a management group led by the unit's president
and a private equity firm, for approximately $55,000,000, consisting of $47
million in cash and an $8 million note. The ATS business segment was acquired as
part of the Company's purchase of Roadway Next Day in November 2001, but did not
fit the Company's strategic focus of being a LTL carrier. The transaction was
completed on January 23, 2003. The Company recognized a $150,000 gain as a
result of this transaction.

The Company has reported the ATS results as a discontinued operation in the
accompanying financial statements and, unless otherwise stated, the notes to the
financial statements for all periods presented exclude the amounts related to
this discontinued operation.

The following table presents revenue and income from the discontinued operations
for the three quarters ended September 13, 2003 and September 7, 2002. The three
quarters ended September 13, 2003 includes results of operations only through
the disposal date, January 23, 2003.



                                                                Twelve Weeks Ended                    Thirty-six Weeks Ended
                                                                  (Third Quarter)                         (Three Quarters)
                                                         Sept 13, 2003      Sept 7, 2002          Sept 13, 2003       Sept 7, 2002
                                                         -------------      ------------          -------------       ------------
                                                                                     (in thousands)
                                                                                                          
Revenue                                                   $         -         $ 39,613               $  9,267           $118,961
                                                          ===========         ========               ========           ========
Pre-tax income from discontinued operations                         -              797                   (263)             2,722
Income tax (benefit) expense                                        -              317                   (108)             1,080
                                                          -----------         --------               --------           --------
(Loss) income from discontinued operations                $         -         $    480               $   (155)          $  1,642
                                                          ===========         ========               ========           ========


                                       7