Yellow (YELLQ) 8-K Other events

Exhibit 99.2

CONSOLIDATED BALANCE SHEETS

Yellow Corporation and Subsidiaries

(Amounts in thousands except per share data)

(Unaudited)

	June 30, 2003			December 31, 2002
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	49,811		$	28,714
Accounts receivable, net		334,360			327,913
Prepaid expenses and other		31,765			68,726
Total current assets		415,936			425,353
PROPERTY AND EQUIPMENT:
Cost		1,698,586			1,679,096
Less - Accumulated depreciation		1,127,405			1,114,120
Net property and equipment		571,181			564,976
Goodwill and other assets		53,564			52,656
Total assets	$	1,040,681		$	1,042,985
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	71,283		$	114,989
Wages, vacations, and employees’ benefits		166,369			159,998
Other current and accrued liabilities		113,572			101,111
Asset backed securitization (ABS) borrowings		50,000			50,000
Current maturities of long-term debt		40,259			24,261
Total current liabilities		441,483			450,359
OTHER LIABILITIES:
Long-term debt, less current portion		33,983			50,024
Deferred income taxes, net		27,089			25,657
Claims and other liabilities		153,260			156,987
Total other liabilities		214,332			232,668
SHAREHOLDERS’ EQUITY:
Common stock, $1 par value per share		31,910			31,825
Capital surplus		82,104			80,610
Retained earnings		349,460			325,474
Accumulated other comprehensive loss		(33,575	)		(35,596	)
Unamortized restricted stock awards		(810	)		(1,053	)
Treasury stock, at cost (2,359 and 2,244 shares)		(44,223	)		(41,302	)
Total shareholders’ equity		384,866			359,958
Total liabilities and shareholders’ equity	$	1,040,681		$	1,042,985

The accompanying notes are an integral part of these statements.

STATEMENTS OF CONSOLIDATED OPERATIONS

Yellow Corporation and Subsidiaries

For the Three and Six Months Ended June 30

(Amounts in thousands except per share data)

(Unaudited)

	Three Months						Six Months
	2003			2002			2003			2002
OPERATING REVENUE	$	713,453		$	646,061		$	1,394,546		$	1,224,863
OPERATING EXPENSES:
Salaries, wages and benefits		458,036			429,782			896,784			820,021
Operating expenses and supplies		103,908			92,753			213,851			173,821
Operating taxes and licenses		19,492			18,722			39,259			37,101
Claims and insurance		10,730			16,642			23,454			30,222
Depreciation and amortization		20,818			19,482			41,086			38,411
Purchased transportation		68,106			61,471			135,979			114,717
Losses on property disposals, net		30			438			41			906
Spin-off and reorganization charges		—			561			—			797
Total operating expenses		681,120			639,851			1,350,454			1,215,996
OPERATING INCOME		32,333			6,210			44,092			8,867
NONOPERATING (INCOME) EXPENSES:
Interest expense		2,625			1,437			5,271			3,747
ABS facility charges		—			715			—			1,469
Other		(343	)		(44	)		(436	)		(202	)
Nonoperating expenses, net		2,282			2,108			4,835			5,014
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		30,051			4,102			39,257			3,853
INCOME TAX PROVISION		11,691			1,474			15,271			1,372
INCOME FROM CONTINUING OPERATIONS		18,360			2,628			23,986			2,481
Income (loss) from discontinued operations, net		—			3,592			—			(69,297	)
NET INCOME (LOSS)	$	18,360		$	6,220		$	23,986		$	(66,816	)
AVERAGE SHARES OUTSTANDING-BASIC		29,586			28,404			29,585			26,687
AVERAGE SHARES OUTSTANDING-DILUTED		29,834			28,810			29,826			27,053
BASIC EARNINGS (LOSS) PER SHARE:
Income from continuing operations	$	0.62		$	0.09		$	0.81		$	0.09
Income (loss) from discontinued operations		—			0.13			—			(2.59	)
Net income (loss)	$	0.62		$	0.22		$	0.81		$	(2.50	)
DILUTED EARNINGS (LOSS) PER SHARE:
Income from continuing operations	$	0.62		$	0.09		$	0.80		$	0.09
Income (loss) from discontinued operations		—			0.13			—			(2.56	)
Net income (loss)	$	0.62		$	0.22		$	0.80		$	(2.47	)

The accompanying notes are an integral part of these statements.

2

STATEMENTS OF CONSOLIDATED CASH FLOWS

Yellow Corporation and Subsidiaries

For the Six Months Ended June 30

(Amounts in thousands)

(Unaudited)

	2003			2002
OPERATING ACTIVITIES:
Net income (loss)	$	23,986		$	(66,816	)
Noncash items included in net income (loss):
Depreciation and amortization		41,086			38,411
Loss from discontinued operations		—			69,297
Losses on property disposals, net		41			906
Changes in assets and liabilities, net:
Accounts receivable		(6,447	)		(49,858	)
Accounts receivable securitizations		—			(22,000	)
Accounts payable		(43,706	)		(21,641	)
Other working capital items		55,861			67,522
Claims and other		(2,653	)		20,056
Other		1,603			2,760
Net change in operating activities of discontinued operations		—			19,081
Net cash from operating activities		69,771			57,718
INVESTING ACTIVITIES:
Acquisition of property and equipment		(48,038	)		(39,398	)
Proceeds from disposal of property and equipment		1,204			1,528
Net capital expenditures of discontinued operations		—			(9,229	)
Net cash used in investing activities		(46,834	)		(47,099	)
FINANCING ACTIVITIES:
Decrease in long-term debt		(43	)		(113,011	)
ABS borrowings, net		—			—
Proceeds from issuance of common stock		—			93,792
Treasury stock purchases		(2,921	)		—
Proceeds from stock options		1,124			6,189
Net cash used in financing activities		(1,840	)		(13,030	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		21,097			(2,411	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		28,714			19,214
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	49,811		$	16,803
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (refunds), net	$	4,170		$	(5,055	)
Interest paid	$	4,491		$	7,499

The accompanying notes are an integral part of these statements.

3

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Yellow Corporation and Subsidiaries

(unaudited)

1. The accompanying consolidated financial statements include the accounts of Yellow Corporation and its wholly owned subsidiaries (also referred to as “Yellow,” “we” or “our”). We have prepared the consolidated financial statements, without audit by independent public accountants, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In management’s opinion, all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods included herein have been made. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from these statements pursuant to SEC rules and regulations. Accordingly, the accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002.

2. Yellow Corporation is a holding company that through wholly owned operating subsidiaries offers its customers a wide range of asset and non-asset-based transportation services integrated by technology. Yellow Transportation, Inc. (Yellow Transportation) offers a full range of regional, national and international services for the movement of industrial, commercial and retail goods. Meridian IQ, LLC (Meridian IQ) is a non-asset global transportation management company that plans, coordinates and manages the movement of goods worldwide to provide customers a single source for transportation management solutions. Yellow Technologies, Inc. provides innovative technology solutions and services exclusively for Yellow Corporation companies.

On July 8, 2003, Yellow and Roadway Corporation (Roadway) announced a definitive agreement under which we will acquire Roadway for approximately $966 million in cash and Yellow common stock on approximately a 50/50 basis. We will also assume an expected $140 million in net Roadway indebtedness, bringing the enterprise value of the acquisition to approximately $1.1 billion. Upon completion of the transaction, Roadway will be an operating subsidiary under the holding company, which will be renamed Yellow-Roadway Corporation. Please refer to our Current Report on Form 8-K/A dated July 8, 2003 for a more detailed description of the transaction.

On September 30, 2002, Yellow completed the 100 percent distribution (the spin-off) of all of its shares of SCS Transportation, Inc. (SCST) to Yellow shareholders. Shares were distributed on the basis of one share of SCST common stock for every two shares of Yellow common stock. As a result of the spin-off, our financial statements were reclassified to reflect SCST as discontinued operations for the periods prior to the spin-off.

Summarized results of operations relating to SCST (as reported in discontinued operations) for the three and six months ended June 30, 2002 were as follows (amounts in thousands, except per share data):

	Three Months		Six Months
Operating revenue	$	196,488	$	380,026
Operating expenses		189,162		367,253
Operating income		7,326		12,773
Nonoperating expenses, net		1,522		3,100
Income before income taxes		5,804		9,673
Income tax provision		2,212		3,795
Income from continuing operations		3,592		5,878
Cumulative effect of change in accounting for goodwill		—		(75,175	)
Income (loss) from discontinued operations, net	$	3,592	$	(69,297	)
Discontinued operations basic earnings (loss) per share:
Income from continuing operations	$	0.13	$	0.22
Cumulative effect of change in accounting for goodwill		—		(2.81	)
Income (loss) from discontinued operations	$	0.13	$	(2.59	)
Discontinued operations diluted earnings (loss) per share:
Income from continuing operations	$	0.13	$	0.22
Cumulative effect of change in accounting for goodwill		—		(2.78	)
Income (loss) from discontinued operations	$	0.13	$	(2.56	)

4

Management fees and other corporate services previously allocated to SCST were not charged to discontinued operations, as we continue to incur the expenses. We allocated interest expense to discontinued operations based on the overall effective borrowing rate of Yellow applied to the debt reduction that we realized from the spin-off. Interest expense included in discontinued operations was $1.4 million and $3.0 million for the three months and six months ended June 30, 2002, respectively.

3. Yellow reports financial and descriptive information about its reportable operating segments on a basis consistent with that used internally for evaluating segment operating performance and allocating resources to segments. We manage the segments separately because each requires different operating strategies. We evaluate performance primarily on operating income and return on capital.

Yellow has two reportable segments, which are strategic business units that offer complementary transportation services to its customers. Yellow Transportation is a unionized carrier that provides comprehensive regional, national and international transportation services. Meridian IQ provides domestic and international freight forwarding, multi-modal brokerage and transportation management services.

The accounting policies of the segments are the same as those described in the Summary of Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2002. We charge management fees and other corporate services to segments primarily based on direct benefit received or allocated based on revenue. Corporate operating losses represent operating expenses of the holding company, including salaries, wages and benefits, along with incentive compensation and professional services. In 2003, Corporate operating losses also included $4.0 million for an industry conference Yellow hosted. Corporate identifiable assets primarily include cash and cash equivalents, in addition to pension intangible assets. Intersegment revenue consists of transportation services provided by Yellow Transportation to Meridian IQ and charges to Yellow Transportation for use of various Meridian IQ service names.

The following table summarizes our operations by business segment (in thousands):

	Yellow Transportation		Meridian IQ			Corporate/ Eliminations			Consolidated
As of June 30, 2003 Identifiable assets	$	918,602	$	64,874		$	57,205		$	1,040,681
As of December 31, 2002 Identifiable assets		940,252		64,617			38,116			1,042,985
Three months ended June 30, 2003
External revenue		690,817		22,636			—			713,453
Intersegment revenue		632		549			(1,181	)		—
Operating income (loss)		36,361		64			(4,092	)		32,333
Three months ended June 30, 2002
External revenue		627,668		18,393			—			646,061
Intersegment revenue		547		549			(1,096	)		—
Operating income (loss)		10,525		(454	)		(3,861	)		6,210
Six months ended June 30, 2003
External revenue		1,350,376		44,170			—			1,394,546
Intersegment revenue		1,198		1,098			(2,296	)		—
Operating income (loss)		55,861		(829	)		(10,940	)		44,092
Six months ended June 30, 2002
External revenue		1,191,617		33,246			—			1,224,863
Intersegment revenue		1,241		1,098			(2,339	)		—
Operating income (loss)		17,187		(1,969	)		(6,351	)		8,867

5

4. Yellow has various stock-based employee compensation plans, which are described more fully in our Annual Report on Form 10-K for the year ended December 31, 2002. Yellow accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” We do not reflect compensation cost in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

We estimated the pro forma calculations in the table below using the Black-Scholes option pricing model with the following weighted average assumptions for the three and six months ended June 30:

	Three Months				Six Months
	2003			2002	2003			2002
Dividend yield		—	%	n/a		—	%		—	%
Expected volatility		46.8	%	n/a		46.9	%		35.7	%
Risk-free interest rate		2.2	%	n/a		2.1	%		3.8	%
Expected option life (years)		3		n/a		3			3
Fair value per option	$	8.91		n/a	$	8.90		$	5.59
Actual options granted		40,700		0		54,700			14,000

The following table illustrates the effect on income from continuing operations, net income and earnings per share if Yellow had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, for the three and six months ended June 30:

	Three Months				Six Months
(In thousands except per share data)	2003		2002		2003		2002
Net income (loss), as reported	$	18,360	$	6,220	$	23,986	$	(66,816	)
Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		552		345		1,101		705
Pro forma net income (loss)	$	17,808	$	5,875	$	22,885	$	(67,521	)
Basic earnings (loss) per share:
Income from continuing operations – as reported	$	0.62	$	0.09	$	0.81	$	0.09
Income from continuing operations – pro forma		0.60		0.08		0.77		0.06
Net income (loss) – as reported		0.62		0.22		0.81		(2.50	)
Net income (loss) – pro forma		0.60		0.21		0.77		(2.53	)
Diluted earnings (loss) per share:
Income from continuing operations – as reported	$	0.62	$	0.09	$	0.80	$	0.09
Income from continuing operations – pro forma		0.60		0.08		0.76		0.06
Net income (loss) – as reported		0.62		0.22		0.80		(2.47	)
Net income (loss) – pro forma		0.60		0.21		0.76		(2.50	)

5. Our comprehensive income includes net income, changes in the fair value of an interest rate swap and foreign currency translation adjustments. Comprehensive income for the three months ended June 30, 2003 and 2002 was $19.5 million and $6.4 million, respectively, while comprehensive income (loss) for the six months ended June 30, 2003 and 2002 was $26.0 million and $(65.2) million, respectively.

6. As of June 30, 2003, the carrying amount of goodwill was $20.5 million and the gross amount of identifiable intangible assets was $8.3 million. Accumulated amortization of intangibles totaled $1.0 million. Refer to our Annual Report on Form 10-K for the year ended December 31, 2002 for a description of our goodwill and intangibles policies.

7. Yellow incurs rental expenses under noncancelable lease agreements for certain buildings and operating equipment. Rental expense is charged to operating expenses and supplies on the Statements of Consolidated Operations. The following table represents the actual rental expense, as reflected in operating income, incurred for the three and six months ended June 30 (in thousands):

6

	Three Months				Six Months
	2003		2002		2003		2002
Rental expense	$	9,578	$	8,472	$	19,173	$	16,956

8. Under current legislation regarding multi-employer pension plans, a termination, withdrawal or partial withdrawal from any multi-employer plan that is in an under-funded status would render Yellow liable for a proportionate share of such multi-employer plans’ unfunded vested liabilities. This potential unfunded pension liability also applies to our unionized competitors who contribute to multi-employer plans. Based on the limited information available from plan administrators, which we cannot independently validate, we believe that our portion of the contingent liability in the case of a full withdrawal or termination would be material to our financial position and results of operations. Yellow Transportation has no current intention of taking any action that would subject Yellow to obligations under the legislation.

Yellow Transportation has collective bargaining agreements with its unions that stipulate the amount of contributions it makes to multi-employer pension plans. The Internal Revenue Code and Internal Revenue Service regulations also establish minimum funding requirements for multi-employer pension plans and provide provisions to address the plans’ funding if it fails to meet those requirements.

9. In August 2003, Yellow Corporation issued 5.0 percent Contingent Convertible Senior Notes (the notes) due 2023 pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection with the notes, the following 100 percent owned subsidiaries of Yellow Corporation issued guarantees in favor of the holders of the notes: Yellow Transportation, Inc., Mission Supply Company, Yellow Redevelopment Corporation, Yellow Relocation Services, Yellow Technologies, Inc., Yellow Dot Com Subsidiary, Inc., MegaSys, Inc., Meridian IQ, LLC, Yellow GPS, LLC, and Globe.com Lines, Inc. Each of the guarantees is full and unconditional and joint and several.

The summarized consolidating financial statements are presented in lieu of separate financial statements and other related disclosures of the subsidiary guarantors and issuer because management does not believe that such separate financial statements and related disclosures would be material to investors. There are currently no significant restrictions on the ability of Yellow Corporation or any guarantor to obtain funds from its subsidiaries by dividend or loan.

The following represents summarized condensed consolidating financial information as of June 30, 2003 and December 31, 2002 with respect to the financial position, and for the six months ended June 30, 2003 and 2002 for results of operations and for cash flows of Yellow Corporation and its subsidiaries. The Parent column presents the financial information of Yellow Corporation that is the primary obligor of the notes. The Guarantor Subsidiaries column presents the financial information of all guarantors excluding that of Yellow Corporation which is separately presented. The Non-guarantor Subsidiaries column presents the financial information of all non-guarantor subsidiaries, including those that are governed by foreign laws.

7

Condensed Consolidating Balance Sheets

June 30, 2003

(in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
Cash and cash equivalents	$	44,539		$	1,464	$	3,808	$	—		$	49,811
Intercompany advances receivable		146,016			34,020		—		(180,036	)		—
Accounts receivable, net		2,764			31,950		299,646		—			334,360
Prepaid expenses and other		514			31,162		89		—			31,765
Total current assets		193,833			98,596		303,543		(180,036	)		415,936
Property and equipment at cost		296			1,689,861		8,429		—			1,698,586
Less - accumulated depreciation		218			1,122,505		4,682		—			1,127,405
Net property and equipment		78			567,356		3,747		—			571,181
Investment in subsidiary		231,326			—		—		(231,326	)		—
Goodwill and other assets		3,612			45,199		4,753		—			53,564
Total assets	$	428,849		$	711,151	$	312,043	$	(411,362	)	$	1,040,681
Intercompany advances payable	$	—		$	—	$	180,036	$	(180,036	)	$	—
Accounts payable		943			70,034		306		—			71,283
Wages, vacations, and employees’ benefits		2,600			163,598		171		—			166,369
Other current and accrued liabilities		1,724			111,643		330		(125	)		113,572
ABS borrowings		—			—		50,000		—			50,000
Current maturities of long-term debt		35,250			5,009		—		—			40,259
Total current liabilities		40,517			350,284		230,843		(180,161	)		441,483
Intercompany debt		(20,293	)		20,293		—		—			—
Long-term debt, less current portion		20,000			13,983		—		—			33,983
Deferred income taxes, net		(16,939	)		43,663		365		—			27,089
Claims and other liabilities		12,620			140,585		55		—			153,260
Shareholders’ equity		392,944			142,343		80,780		(231,201	)		384,866
Total liabilities and shareholders’ equity	$	428,849		$	711,151	$	312,043	$	(411,362	)	$	1,040,681

8

Condensed Consolidating Balance Sheets

December 31, 2002

(in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash and cash equivalents	$	21,898		$	2,470	$	4,346		$	—		$	28,714
Intercompany advances receivable		141,057			46,291		—			(187,348	)		—
Accounts receivable, net		3,211			29,017		295,685			—			327,913
Prepaid expenses and other		3,518			65,148		60			—			68,726
Total current assets		169,684			142,926		300,091			(187,348	)		425,353
Property and equipment at cost		289			1,671,327		7,480			—			1,679,096
Less - accumulated depreciation		213			1,109,710		4,197			—			1,114,120
Net property and equipment at cost		76			561,617		3,283			—			564,976
Investment in subsidiary		263,577			—		—			(263,577	)		—
Goodwill and other assets		3,729			44,756		4,171			—			52,656
Total assets	$	437,066		$	749,299	$	307,545		$	(450,925	)	$	1,042,985
Intercompany advances payable	$	—		$	—	$	187,348		$	(187,348	)	$	—
Accounts payable		1,412			113,251		326			—			114,989
Wages, vacations, and employees’ benefits		2,389			157,230		379			—			159,998
Other current and accrued liabilities		(1,098	)		101,287		922			—			101,111
ABS borrowings		—			—		50,000			—			50,000
Current maturities of long-term debt		19,250			5,011		—			—			24,261
Total current liabilities		21,953			376,779		238,975			(187,348	)		450,359
Intercompany debt		(20,658	)		20,658		—			—			—
Long-term debt, less current portion		36,000			14,024		—			—			50,024
Deferred income taxes, net		(17,319	)		43,381		(405	)		—			25,657
Claims and other liabilities		15,782			141,495		(290	)		—			156,987
Shareholders’ equity		401,308			152,962		69,265			(263,577	)		359,958
Total liabilities and shareholders’ equity	$	437,066		$	749,299	$	307,545		$	(450,925	)	$	1,042,985

9

Condensed Consolidating Statements of Operations

For the six months ended June 30, 2003

(in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Elimination			Consolidated
Operating revenue	$	6,927		$	1,381,475	$	13,071		$	(6,927	)	$	1,394,546
Operating expenses:
Salaries, wages and benefits		6,183			886,287		4,314			—			896,784
Operating expenses and supplies		10,212			196,603		13,938			(6,902	)		213,851
Operating taxes and licenses		93			38,873		293			—			39,259
Claims and insurance		211			23,107		136			—			23,454
Depreciation and amortization		19			40,924		143			—			41,086
Purchased transportation		—			131,066		4,913			—			135,979
Losses on property disposals, net		27			13		1			—			41
Spin-off and reorganization charges		—			—		—			—			—
Total operating expenses		16,745			1,316,873		23,738			(6,902	)		1,350,454
Operating income (loss)		(9,818	)		64,602		(10,667	)		(25	)		44,092
Nonoperating (income) expenses:
Interest expense		4,071			1,965		2,852			(3,617	)		5,271
ABS facility charges		—			—		—			—			—
Other, net		(1,680	)		27,024		(29,372	)		3,592			(436	)
Nonoperating (income) expenses, net		2,391			28,989		(26,520	)		(25	)		4,835
Income (loss) before income taxes		(12,209	)		35,613		15,853			—			39,257
Income tax provision (benefit)		(4,251	)		13,957		5,690			(125	)		15,271
Net income (loss)	$	(7,958	)	$	21,656	$	10,163		$	125		$	23,986

10

Condensed Consolidating Statements of Operations

For the six months ended June 30, 2002

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Operating revenue	$	26,200		$	1,212,303		$	12,560		$	(26,200	)	$	1,224,863
Operating expenses:
Salaries, wages and benefits		5,280			811,102			3,639			—			820,021
Operating expenses and supplies		5,380			162,448			14,318			(8,325	)		173,821
Operating taxes and licenses		148			36,672			281			—			37,101
Claims and insurance		1,044			29,168			10			—			30,222
Depreciation and amortization		20			38,261			130			—			38,411
Purchased transportation		—			110,204			4,513			—			114,717
(Gains) losses on property disposals, net		—			1,053			(147	)		—			906
Spin-off and reorganization charges		578			219			—			—			797
Total operating expenses		12,450			1,189,127			22,744			(8,325	)		1,215,996
Operating income (loss)		13,750			23,176			(10,184	)		(17,875	)		8,867
Nonoperating (income) expenses:
Interest expense		4,815			2,033			543			(3,644	)		3,747
ABS facility charges		—			—			1,469			—			1,469
Other, net		(2,922	)		40,547			(23,596	)		(14,231	)		(202	)
Nonoperating (income) expenses, net		1,893			42,580			(21,584	)		(17,875	)		5,014
Income (loss) from continuing operations before income taxes		11,857			(19,404	)		11,400			—			3,853
Income tax provision (benefit)		4,260			(6,592	)		4,587			(883	)		1,372
Income (loss) from continuing operations		7,597			(12,812	)		6,813			883			2,481
Loss from discontinued operations, net		—			—			(69,297	)		—			(69,297	)
Net income (loss)	$	7,597		$	(12,812	)	$	(62,484	)	$	883		$	(66,816	)

11

Condensed Consolidating Statements of Cash Flows

For the six months ended June 30, 2003

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination		Consolidated
Operating Activities:
Net cash from (used in) operating activities	$	(3,198	)	$	66,113		$	6,856		$	—	$	69,771
Investing activities:
Acquisition of property and equipment		(22	)		(47,909	)		(107	)		—		(48,038	)
Proceeds from disposal of property and equipment		1			1,203			—			—		1,204
Net cash used in investing activities		(21	)		(46,706	)		(107	)		—		(46,834	)
Financing activities:
Decrease in long-term debt		—			(43	)		—			—		(43	)
ABS borrowings, net		—			—			—			—		—
Proceeds from stock options		1,124			—			—			—		1,124
Treasury stock purchases		(2,921	)		—			—			—		(2,921	)
Intercompany advances/repayments		27,657			(20,370	)		(7,287	)		—		—
Net cash provided by (used in) financing activities		25,860			(20,413	)		(7,287	)		—		(1,840	)
Net increase (decrease) in cash and cash equivalents		22,641			(1,006	)		(538	)		—		21,097
Cash and cash equivalents, beginning of period		21,898			2,470			4,346			—		28,714
Cash and cash equivalents, end of period	$	44,539		$	1,464		$	3,808		$	—	$	49,811

12

Condensed Consolidating Statements of Cash Flows

For the six months ended June 30, 2002

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
Operating Activities:
Net cash from (used in) operating activities	$	3,939		$	73,216		$	(14,987	)	$	(4,450	)	$	57,718
Investing activities:
Acquisition of property and equipment		(55	)		(39,258	)		(85	)		—			(39,398	)
Proceeds from disposal of property and equipment		—			1,308			220			—			1,528
Net capital expenditures of discontinued operations		—			—			(9,229	)		—			(9,229	)
Net cash used in investing activities		(55	)		(37,950	)		(9,094	)		—			(47,099	)
Financing activities:
Decrease in long-term debt		(107,000	)		—			(6,011	)		—			(113,011	)
ABS borrowings, net		—			—			—			—			—
Proceeds from stock options		6,189			—			—			—			6,189
Proceeds from issuance of common stock		93,792			—			—			—			93,792
Intercompany advances/repayments		1,103			(34,214	)		28,661			4,450			—
Net cash provided by (used in) financing activities		(5,916	)		(34,214	)		22,650			4,450			(13,030	)
Net increase (decrease) in cash and cash equivalents		(2,032	)		1,052			(1,431	)		—			(2,411	)
Cash and cash equivalents, beginning of period		11,154			1,944			6,116			—			19,214
Cash and cash equivalents, end of period	$	9,122		$	2,996		$	4,685		$	—		$	16,803

13