1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1997
-----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________________ to _______________________

Commission file number 0-12255
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YELLOW CORPORATION
------------------
(Exact name of registrant as specified in its charter)

Delaware 48-0948788
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

10990 Roe Avenue, P.O. Box 7563, Overland Park, Kansas 66207
- -------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (913) 696-6100
--------------

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1 Par Value
Preferred Stock Purchase Rights
-------------------------------
(Title of class)

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 X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. Yes No
--- ---

The aggregate market value of the voting stock held by nonaffiliates of the
registrant at March 13, 1998 was $575,347,817.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

Class Outstanding at March 13, 1998
----- -----------------------------
Common Stock, $1 Par Value 27,685,910 shares

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into the Form 10-K:
1) 1997 Annual Report to Shareholders - Parts I, II and IV
2) Proxy Statement dated March 6,1998 - Part III

Yellow Corporation
Form 10-K
Year Ended December 31, 1997

Index

Item Page
- ---- ----

PART I
------

1. Business 3
2. Properties 9
3. Legal Proceedings 9
4. Submission of Matters to a Vote of Security Holders 9
Executive Officers of the Registrant (Unnumbered Item) 10

PART II
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5. Market for the Registrant's Common Stock and Related
Stockholder Matters 11
6. Selected Financial Data 11
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
8. Financial Statements and Supplementary Data 11
9. Disagreements on Accounting and Financial Disclosure 11

PART III
--------

10. Directors and Executive Officers of the Registrant 12
11. Executive Compensation 12
12. Security Ownership of Certain Beneficial Owners and
Management 12
13. Certain Relationships and Related Transactions 12

PART IV
-------

14. Exhibits, Financial Statement Schedule and Reports
on Form 8-K 13

Report of Independent Public Accountants on Financial
Statement Schedule 14

Financial Statement Schedule 15

Signatures 16

1997 Annual Report to Shareholders Exhibit (13)

Consent of Independent Public Accountants Exhibit (24)

PART I

Item 1. Business.

(a) Yellow Corporation and its wholly-owned subsidiaries are collectively
referred to as "the company". The company provides transportation
services primarily to the less-than-truckload (LTL) market throughout
North America and, through partnership alliances, other international
markets. During 1997, the company's subsidiaries concentrated on cost
reduction and productivity strategies as described below.

(b) The company provides interstate transportation of general commodity
freight, primarily LTL, primarily by motor vehicle. The operation of
the company is conducted among three primary business segments.
Financial disclosures for these segments are presented in the Business
Segments footnote on page 44 of the 1997 Annual Report to Shareholders
which is incorporated herein by reference.

(c) Yellow Corporation is a holding company providing freight
transportation services through its subsidiaries, Yellow Freight System,
Inc. (Yellow Freight), Saia Motor Freight Line, Inc. (Saia), Preston
Trucking Company, Inc. (Preston Trucking), and WestEx, Inc. (WestEx).
Yellow Services, Inc. (Yellow Services) is a subsidiary that provides
information technology and other services to the company and its
subsidiaries. The company employed an average of 34,400 persons in 1997.

Yellow Freight, the company's principal subsidiary, had operating revenue
of $2.54 billion in 1997 (76% of the company's total revenue) and is
based in Overland Park, Kansas. It is one of the nation's largest
providers of LTL transportation services. It provides comprehensive
national LTL service as well as international service to Mexico, Canada
and, via alliances, Europe, the Asia/Pacific region, South America and
Central America.

Saia is a regional LTL carrier that provides overnight and second-day
service in eleven southeastern states and Puerto Rico. It had operating
revenue of $311 million in 1997 (9% of the company's total revenue) and
is headquartered in a suburb of Atlanta, Georgia.

Preston Trucking is primarily a regional LTL carrier providing overnight
and two-day delivery in 22 northeastern and upper midwestern states,
Puerto Rico, Ontario and Quebec. Preston Trucking had operating revenue
of $451 million in 1997 (14% of the company's total revenue) and is
headquartered in Preston, Maryland.

WestEx provides one and two-day service in Arizona, California, Colorado,
Nevada, New Mexico, and Texas. WestEx had operating revenue of $49
million in 1997 and is headquartered in Phoenix, Arizona.

Yellow Services supports the company's subsidiaries - primarily Yellow
Freight - with information technology and other services. Its headquarters
is in Overland Park, Kansas.

Item 1. Business. (cont.)

The operations of the freight transportation companies are partially
regulated by the United States Department of Transportation and state
regulatory bodies. The company's competition includes contract motor
carriers, private fleets, railroads, other motor carriers and small shipment
carriers. No single carrier has a dominant share of the motor freight
market.

The company operates in a highly price-sensitive and competitive industry,
making pricing, customer service and cost control major competitive factors.

Operating revenue for Yellow Corporation (the company) totaled $3.35 billion in
1997, up 9.0 percent from $3.07 billion in 1996. Operating income for the year
was $98.7 million, more than triple the $32.6 million recorded in 1996,
excluding a special charge. The fourth quarter 1996 special charge pertained to
restructuring of Yellow Freight and was $46.1 million before income taxes ($28.3
million after income taxes). Net income for 1997 was $52.4 million, or $1.86
basic earnings per share ($1.83 diluted), versus 1996 net income of $1.1
million excluding the special charge. Including the fourth quarter special
charge, Yellow Corporation recorded a 1996 net loss of $27.2 million, or $.97
per share. The fourth quarter special charge is discussed further in the notes
to the consolidated financial statements.

Improved profitability resulted primarily from pricing strength, volume
increases, and aggressive cost reduction and productivity strategies.

Yellow Freight achieved $145 million in cost savings in 1997 from programs
implemented in 1996 and 1997, which are targeted to grow in 1998 to a $180
million run-rate benefit. In 1998, another $50 million in savings from new cost
reduction and efficiency programs will extend beyond Yellow Freight and include
all the operating subsidiaries.

At Yellow Freight, 1997 operating income rose to $82.7 million, more than
double the 1996 operating income of $36.1 million, before the special charge.
Revenue for 1997 was $2.54 billion, up 7.7 percent from $2.36 billion in 1996.
The 1997 operating ratio for Yellow Freight was 96.7 compared with 98.5 in
1996, excluding the special charge.

Yellow Freight tonnage and shipments per day during 1997 were up 4.3 percent
and 9.7 percent respectively. During the third quarter revenue benefited from a
two-week Teamsters strike against UPS which caused a surge in high-cost,
smaller shipments. During the fourth quarter, revenue weakened somewhat, due in
large part to freight diversion resulting from concerns of some shippers over
Yellow Freight's ongoing contract talks with the Teamsters, and the possibility
of a strike at contract expiration, March 31, 1998. Yellow Freight reached
tentative agreement on a five-year contract in February 1998.

During 1997, Yellow Freight revenue per ton was up 4.2 percent due to an
improved pricing environment. Cost per ton was up only 2.1 percent as cost
reduction, productivity and asset utilization strategies were material factors
in offsetting a 3.8 percent (approximately $44 million) increase in Teamster
wages and benefits effective April 1, 1997.

Item 1. Business. (cont.)

The 4.2 percent increase in revenue per ton resulted from individually
negotiated price increases with contractual customers as well as general rate
increases, which apply to customers without contracts. The general rate
increases averaged 5.2 percent in January 1997 and 4.9 percent in October 1997.
In addition, Yellow Freight maintained a separate fuel surcharge program.

Yellow Freight's cost savings in 1997 of $145 million compared to cost savings
in 1996 of $75 million. The savings resulted from continuation of programs
implemented in 1996, a 1997 change of operations and other 1997 programs. The
programs achieved productivity and efficiency gains through best practices and
increased use of technology, lower personnel complement, centralized purchasing
benefits and other items.

The change of operations in April 1997 enabled an increase in the use of rail
transportation from 18 percent to approximately 28 percent of over-the-road
miles. The increased use of rail lowered operating expenses and improved the
company's asset utilization and return on capital. The company is now able to
operate with fewer linehaul tractors. Operating results include $5.6 million of
costs to implement the change in operations.

Yellow Freight salary, wages and employee benefits improved as a percentage of
revenue, despite the scheduled union wage increase. The improvement resulted
from cost reduction initiatives and increased use of rail transportation.
Increased use of rail drove the increase in purchased transportation and
contributed to the decline in depreciation and other expenses between years.
The average age of owned linehaul units slightly decreased, but the average age
of city units slightly increased. Favorable accident experience contributed to
the decline in claims and insurance. A rise in cargo loss and damage somewhat
offset the favorable impact. Fuel prices generally declined as did fuel
surcharge revenue.

Saia continued its strong growth with 1997 operating income of $19.6 million,
up from $10.8 million in 1996. Saia continued to build lane density in 1997.
Revenue for 1997 was $311.2 million, up 17.7 percent from $264.3 million in
1996. Total tonnage increased 10.6 percent, while revenue per ton improved 6.5
percent.

Saia's operating ratio for 1997 was 93.7 compared with 95.9 in 1996. Despite
the 10.6 percent increase in tonnage, cost per ton increased only 4.0 percent.
Saia achieved a nine percent improvement in pick-up and delivery productivity
that helped offset higher wage rates. An improved safety program, better
accident record and cargo claims prevention program held claims and insurance
costs down. Purchased transportation and rentals provided additional capacity
to manage business volume surges.

Preston Trucking reported 1997 operating income of $0.1 million, compared with
a $5.8 million operating loss in 1996. Revenue for 1997 was $450.5 million, up
7.9 percent from $417.6 million in 1996. Preston Trucking focused on pricing
discipline, improved marketing and improvements in labor productivity in 1997.
Tonnage per day increased 4.5 percent in

Item 1. Business. (cont.)

1997. Revenue per ton improved 3.9 percent over 1996, while cost per ton
increased 2.2 percent over 1996. Results in 1996 were adversely impacted by
severe winter weather in the Northeast and upper Midwest and shipper
uncertainty regarding a union vote on a company proposal to freeze wages.

While operating profit in 1997 was small, it represents the first such profit
for Preston Trucking since 1990 and a major improvement over 1996. The success
of a recently implemented network reengineering plan and the 1998 Teamster
contract renewal negotiations will be key to improving profitability to
meaningful and necessary levels.

As part of its December 1997 change of operations, Preston Trucking reduced the
number of terminals from 69 to 62.

The linehaul network redesign was engineered to reduce handlings and achieve
other cost reductions and productivity gains. Preston Trucking hopes to achieve
net savings of $15 million. Implementation costs were not significant in 1997.
Implementation costs, primarily relocation and operating lease payments, are
expected to total $1- $2 million in 1998 and be partially offset by gains on
excess real estate.

Under the wage freeze plan approved by its union employees in 1996, Preston
Trucking did not raise union wages on April 1, 1997. Preston Trucking wages are
8.9 percent below full-scale pay levels. Health, welfare and pension benefit
costs, however, increased by 8.2 percent on April 1, 1997. Preston Trucking's
labor agreement extends until March 31, 1998.

WestEx continued its rapid growth during 1997, reporting revenue of $49.0
million, up 48.6 percent from $33.0 million in 1996. WestEx reported a small
operating loss for the year and is expected to turn profitable in 1998 as it
continues to grow.

Corporate earnings also benefited from lower nonoperating expenses. Long-term
debt at year-end 1997 was $163.1 million, a reduction from $192.5 million at
year-end 1996 and $341.6 million at year-end 1995. Debt reduction programs
since year-end 1995 resulted in a reduction in interest expense of $7.5 million
between 1996 and 1997. Additionally, other nonoperating items, primarily gains
on sales of real estate, contributed to favorable variances of $3.0 million in
the fourth quarter and $3.7 million year-to-date.

Future Outlook

The LTL trucking industry remains highly competitive and the company intends to
continue to improve its shareholder returns through aggressive cost management,
improved asset utilization and an increased focus on marketing and customer
service.

While the company has realized large benefits from cost reduction programs in
1996 and 1997, management believes cost reduction programs represent a
continuous opportunity for improvement in the future. In 1998 and future years,
management plans to extend the programs which have been successful at Yellow
Freight to the other operating companies while

Item 1. Business. (cont.)

pursuing new initiatives at Yellow Freight. The 1998 cost reduction initiatives
primarily pertain to increased labor productivity at Yellow Freight and Saia,
as well as the change of operations at Preston Trucking.

Management believes that future earnings growth not only requires cost
management programs but also improved revenue. Thus, marketing is a priority at
all the subsidiaries. All subsidiaries must be focused on providing high
service and value added solutions for customers. Subsidiaries must be focused
on targeting profitable growth segments.

Yellow Freight, as a member of a group representing a number of major motor
carriers in labor contract negotiations, reached a five-year agreement with the
Teamsters in February 1998, subject to ratification. Preston Trucking bargains
independently. Preston Trucking currently operates under a wage concession
agreement with the Teamsters which expires March 31, 1998, and currently
provides for an 8.9% reduction from full scale wages. Preston requires a
continued substantial reduction in order to effectively compete, the specific
terms of which will be subject to separate negotiation and ratification.

The success of a recently implemented network reengineering plan and the
Teamster contract renewal negotiations will be key to improving Preston
Trucking's profitability to meaningful and necessary levels.

Saia plans continued revenue growth and margin improvement. Saia will continue
to focus on yield management and building density in key markets while
implementing cost improvement programs.

During 1997 the company trimmed $30.4 million in debt. At year-end 1997 total
debt was $166 million. This reduction followed a decline in total debt from
$354 million at year-end 1995 to $196 million at year-end 1996. Strong
operating cash flows, even after a $27 million reduction in amounts under the
asset-backed securitization (ABS) agreement, and proceeds from the disposal of
excess real estate, were sufficient to fund capital additions and the debt
reduction.

Debt reduction was a priority at the company beginning in 1996. Management
committed to achieving debt reductions of at least $100 million by year-end
1996. Historically, the company has generated strong cash flows from operating
activities. The 1996 decrease in capital spending described above provided the
largest source of funding for debt paydown in 1996. A portion of the reduction
was also achieved through the 1996 sale of $45 million under the ABS agreement.
Additionally, in 1996 the company received a federal income tax refund totaling
$45 million and repatriated approximately $23 million from a Canadian
subsidiary.

Management believes its current financial condition and access to liquidity is
adequate for current operations. Additionally, given the debt reductions and
the company's access to new sources of capital, management believes the company
has increased flexibility to respond to future growth opportunities, possibly
including acquisitions.

Item 1. Business. (cont.)

Statements contained herein, that are not purely historical, are forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the company's expectations,
hopes, beliefs and intentions on strategies regarding the future. It is
important to note that the company's actual future results could differ
materially from those projected in such forward-looking statements because of a
number of factors, including but not limited to inflation, volatility of
expenses, inclement weather, the results of Teamster contract negotiations,
competitor pricing activity and a downturn in general economic activity.

Item 2. Properties.

The company's operating subsidiaries each provide their transportation services
through separate networks, principally consisting of a fleet of tractors and
trailers and real estate terminal facilities.

At December 31, 1997, the company operated a total of 546 freight terminals
located in 50 states, Puerto Rico, parts of Canada and Mexico. Of this total,
271 were owned terminals and 275 were leased, generally for terms of three
years or less. The number of vehicle back-in doors totaled 18,150, of which
13,671 were at owned terminals and 4,479 were at leased terminals. The freight
terminals vary in size ranging from one to three doors at small local
terminals, to over 300 doors at Yellow Freight's largest consolidation and
distribution terminal. Substantially all of the larger terminals, containing
the greatest number of doors, are owned. In addition, the company and most of
its subsidiaries own and occupy general office buildings in their headquarters
city.

At December 31, 1997, the company's subsidiaries operated the following number
of linehaul units: tractors - 5,402, 27' and 28' trailers - 34,373 and 45' and
48' trailers - 6,667. The company operated the following number of city units:
trucks and tractors - 7,838 and trailers - 6,448.

The company's facilitates and equipment are adequate to meet current business
requirements. The company expects moderate growth in 1997 and has projected no
significant changes to its operational capacity. Projected net capital
expenditures for 1998 are $164 million, an increase over $88 million in 1997
net capital expenditures. Net capital for both periods pertain primarily to
replacement of revenue equipment at all subsidiaries, growth capital at Saia
and WestEx, and additional investments in information technology.

Item 3. Legal Proceedings.

The information set forth under the caption "Commitments and Contingencies" in
the Notes to Consolidated Financial Statements on page 45 of the registrant's
Annual Report to Shareholders for the year ended December 31, 1997, is
incorporated by reference under Item 14 herein.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Executive Officers of the Registrant

The names, ages and positions of the executive officers of the company as of
March 13, 1998 are listed below. Officers are appointed annually by the Board
of Directors at their meeting that immediately follows the annual meeting of
shareholders.

Name Age Position(s) Held
---- --- ----------------

A. Maurice Myers 57 President and Chief Executive Officer of the
company (since March 1996); President and Chief
Operating Officer of America West Airlines, Inc.
(January 1994 - December 1995); President and
Chief Executive Officer of Aloha Air Group, Inc.
(prior to January 1994)

William F. Martin, Jr. 50 Senior Vice President - Legal/Corporate Secretary
of the company (since December 1993); Vice
President and Secretary of the company (prior to
December 1993); Vice President and Secretary of
Yellow Freight (prior to May 1992)

H. A. Trucksess, III 48 Senior Vice President - Finance and Chief
Financial Officer of the company (since June
1994) and Treasurer of the company (since
December 1995); Vice President and Chief Financial
Officer of Preston Corporation (prior to June
1994)

Samuel A. Woodward 48 Senior Vice President - Operations and Planning of
the company (since July 1996); Senior Vice
President and Managing Officer of SH&E, a
management consulting business (prior to July
1996)

The terms of each officer of the company designated above are scheduled to
expire April 16, 1998. The terms of each officer of the subsidiary companies
are scheduled to expire on the date of the next annual meeting of shareholders
of that company. No family relationships exist between any of the executive
officers named above.

PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.

The information set forth under the caption "Common Stock" on page 46 of the
registrant's Annual Report to Shareholders for the year ended December 31,
1997, is incorporated by reference under Item 14 herein.

Item 6. Selected Financial Data.

The information set forth under the caption "Financial Summary" on pages 28 and
29 of the registrant's Annual Report to Shareholders for the year ended
December 31, 1997, is incorporated by reference under Item 14 herein.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

"Management's Discussion and Analysis of Financial Condition and Results of
Operations," appearing on pages 20 through 27 of the registrant's Annual Report
to Shareholders for the year ended December 31, 1997, is incorporated by
reference under Item 14 herein.

Item 8. Financial Statements and Supplementary Data.

The financial statements and supplementary information, appearing on pages 30
through 46 of the registrant's Annual Report to Shareholders for the year ended
December 31, 1997, are incorporated by reference under Item 14 herein.

Item 9. Disagreements on Accounting and Financial Disclosure.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The information regarding Directors of the registrant has previously been
reported in the registrant's definitive proxy statement, filed pursuant to
Regulation 14A, and is incorporated by reference. For information with respect
to the executive officers of the registrant, see "Executive Officers of the
Registrant" at the end of Part I of this report.

Item 11. Executive Compensation.

This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference. The Employment Agreement between A. Maurice Myers, President and
Chief Executive Officer, and the company, has previously been filed and is
incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.

Item 13. Certain Relationships and Related Transactions.

This information has previously been reported in the registrant's definitive
proxy statement, filed pursuant to Regulation 14A, and is incorporated by
reference.

PART IV

Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.

(a) (1) Financial Statements

The following information appearing in the 1997 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual Report
as Exhibit (13):

Page
----

Management's Discussion and Analysis of
Financial Condition and Results of Operations 20-27
Financial Summary 28-29
Consolidated Financial Statements 30-45
Report of Independent Public Accountants 45
Quarterly Financial Information 46
Common Stock 46

With the exception of the aforementioned information, the 1997 Annual
Report to Shareholders is not deemed filed as part of this report.
Financial statements other than those listed are omitted for the reason
that they are not required or are not applicable. The following additional
financial data should be read in conjunction with the consolidated
financial statements in such 1997 Annual Report to Shareholders.

(a) (2) Financial Statement Schedule

Page
----

Report of Independent Public Accountants on
Financial Statement Schedule 14

For the years ended December 31, 1997, 1996 and 1995:
Schedule II - Valuation and Qualifying Accounts 15

Schedules other than those listed are omitted for the reason that they are
not required or are not applicable, or the required information is shown in
the financial statements or notes thereto.

(a) (3) Exhibits

(13) - 1997 Annual Report to Shareholders.
(24) - Consent of Independent Public Accountants.
(27) - Financial Data Schedule (for SEC use only).

The remaining exhibits required by Item 7 of Regulation S-K are omitted for
the reason that they are not applicable or have previously been filed.

(b) Reports on Form 8-K

The company announced December 16, 1997, that its Board of Directors
authorized the repurchase of shares of shares of the company's outstanding
common stock with an aggregate purchase price of up to $25 million.

Report of Independent Public
Accountants on Financial Statement Schedule

To the Shareholders of Yellow Corporation:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Yellow Corporation and
Subsidiaries' annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 28, 1998. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The Schedule of Valuation and Qualifying Accounts (Schedule II)
is the responsibility of the company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not part of the basic consolidated financial statements. This schedule has
been subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Kansas City, Missouri,
January 28, 1998

Schedule II

Yellow Corporation and Subsidiaries
Valuation and Qualifying Accounts
For the Years Ended December 31, 1997, 1996 and 1995

- -------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------------------------------------------------------------
Additions
--------------------
Balance, -1- -2- Deductions- Balance,
Description Beginning Charged Charged Describe End Of
Of Period To Costs To Other (1) Period
And Accounts-
Expenses Describe
- -------------------------------------------------------------------------------------------------

(In Thousands)

Year ended December 31, 1997:
- -----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $13,819 $15,283 $ - $13,302 $15,800
======= ======= ======= ======= =======

Year ended December 31, 1996:
- -----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $16,781 $19,287 $ - $22,249 $13,819
======= ======= ======= ======= =======

Year ended December 31, 1995:
- -----------------------------
Deducted from asset account -
Allowance for uncollectible
accounts $13,082 $13,855 $ - $10,156 $16,781
======= ======= ======= ======= =======

(1) Primarily uncollectible accounts written off - net of recoveries. Also
includes $3.5 million net deductions in 1996 for net fundings under the
asset-backed securitization agreement and $2.5 million net additions in
1997 for net reductions in fundings under the asset-backed securitization
agreement.

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

Yellow Corporation

BY: /s/ A. Maurice Myers
--------------------------------------
A. Maurice Myers
President, Chief Executive Officer and
March 24, 1998 Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

/s/ H. A. Trucksess, III Senior Vice President - March 24, 1998
- ---------------------------- Finance/Chief Financial
H. A. Trucksess, III Officer and Treasurer

/s/ Howard M. Dean Director March 24, 1998
- ----------------------------
Howard M. Dean

/s/ David H. Hughes Director March 24, 1998
- ----------------------------
David H. Hughes

/s/ Cassandra C. Carr Director March 24, 1998
- ----------------------------
Cassandra C. Carr

/s/ Carl W. Vogt Director March 24, 1998
- ----------------------------
Carl W. Vogt