UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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☒ |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
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Outstanding at October 28, 2022 |
Common Stock, $0.01 par value per share |
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INDEX
Item |
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Page |
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1 |
3 |
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Consolidated Balance Sheets - September 30, 2022 and December 31, 2021 |
3 |
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4 |
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Statements of Consolidated Cash Flows - Nine Months Ended September 30, 2022 and 2021 |
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6 |
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8 |
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2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
13 |
3 |
24 |
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4 |
24 |
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1 |
25 |
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1A |
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2 |
Not Applicable |
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3 |
Not Applicable |
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4 |
Not Applicable |
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5 |
25 |
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6 |
25 |
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27 |
2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
Yellow Corporation and Subsidiaries
(Amounts in millions except share and per share data) |
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September 30, 2022 |
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December 31, 2021 |
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(Unaudited) |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted amounts held in escrow |
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Accounts receivable, net |
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Prepaid expenses and other |
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Total current assets |
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Property and Equipment: |
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Cost |
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Less – accumulated depreciation |
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Net property and equipment |
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Deferred income taxes, net |
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Pension |
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Operating lease right-of-use assets |
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Other assets |
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Total Assets |
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$ |
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$ |
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Liabilities and Shareholders’ Deficit |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Wages, vacations and employee benefits |
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Current operating lease liabilities |
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Claims and insurance accruals |
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Other accrued taxes |
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Other current and accrued liabilities |
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Current maturities of long-term debt |
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Total current liabilities |
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Other Liabilities: |
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Long-term debt, less current portion |
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Pension and postretirement |
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Operating lease liabilities |
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Claims and other liabilities |
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Shareholders’ Deficit: |
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Cumulative preferred stock, $ |
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Common stock, $ |
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Capital surplus |
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Accumulated deficit |
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( |
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Accumulated other comprehensive loss |
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Treasury stock, at cost |
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Total shareholders’ deficit |
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Total Liabilities and Shareholders’ Deficit |
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$ |
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$ |
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The accompanying notes are an integral part of these statements.
3
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
Yellow Corporation and Subsidiaries
For the Three and Nine Months Ended September 30
(Unaudited)
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Three Months |
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Nine Months |
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(Amounts in millions except per share data; shares in thousands) |
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2022 |
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2021 |
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2022 |
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2021 |
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Operating Revenue |
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$ |
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$ |
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$ |
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$ |
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Operating Expenses: |
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Salaries, wages and employee benefits |
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Fuel, operating expenses and supplies |
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Purchased transportation |
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Depreciation and amortization |
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Other operating expenses |
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(Gains) losses on property disposals, net |
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( |
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( |
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Total operating expenses |
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Operating Income |
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Nonoperating Expenses: |
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Interest expense |
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Non-union pension and postretirement benefits |
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Other, net |
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Nonoperating expenses, net |
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Income (loss) before income taxes |
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Income tax expense |
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Net income (loss) |
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Other comprehensive loss, net of tax |
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( |
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( |
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( |
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( |
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Comprehensive Income (Loss) |
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$ |
( |
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$ |
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$ |
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$ |
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Average Common Shares Outstanding - Basic |
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Average Common Shares Outstanding - Diluted |
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Income (Loss) Per Share - Basic |
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$ |
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$ |
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$ |
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$ |
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Income (Loss) Per Share - Diluted |
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$ |
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$ |
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$ |
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$ |
( |
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The accompanying notes are an integral part of these statements.
4
STATEMENTS OF CONSOLIDATED CASH FLOWS
Yellow Corporation and Subsidiaries
For the Nine Months Ended September 30
(Unaudited)
(in millions) |
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2022 |
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2021 |
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Operating Activities: |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to cash flows from operating activities: |
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Depreciation and amortization |
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Lease amortization and accretion expense |
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Lease payments |
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Paid-in-kind interest |
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Debt-related amortization |
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Equity-based compensation and employee benefits expense |
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Non-union pension settlement charges |
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(Gains) losses on property disposals, net |
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Deferred income taxes, net |
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Other non-cash items, net |
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( |
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Changes in assets and liabilities, net: |
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Accounts receivable |
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( |
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Accounts payable |
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Other operating assets |
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Other operating liabilities |
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Net cash provided by (used in) operating activities |
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Investing Activities: |
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Acquisition of property and equipment |
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Proceeds from disposal of property and equipment |
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Net cash provided by (used in) investing activities |
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Financing Activities: |
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Issuance of long-term debt, net |
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Repayment of long-term debt |
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Debt issuance costs |
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Payments for tax withheld on equity-based compensation |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Net Increase (Decrease) In Cash and Cash Equivalents and Restricted Amounts Held in Escrow |
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( |
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Cash and Cash Equivalents and Restricted Amounts Held in Escrow, Beginning of Period |
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Cash and Cash Equivalents and Restricted Amounts Held in Escrow, End of Period |
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$ |
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$ |
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Supplemental Cash Flow Information: |
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Interest paid |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these statements.
5
Yellow Corporation and Subsidiaries
For the Three and Nine Months ended September 30
(Unaudited)
(in millions) |
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Preferred Stock |
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Common Stock |
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Capital Surplus |
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Accumulated Deficit |
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Accumulated Other Comprehensive Loss |
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Treasury Stock, At Cost |
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Total Shareholders' Deficit |
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Balances at December 31, 2021 |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
( |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Pension, net of tax: |
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Amortization of prior net losses |
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— |
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— |
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— |
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— |
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— |
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Amortization of prior service credit |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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Balances at March 31, 2022 |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Pension, net of tax: |
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Amortization of prior net losses |
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— |
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— |
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— |
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— |
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— |
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Amortization of prior service credit |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Balances at June 30, 2022 |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Pension, net of tax: |
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Amortization of prior net losses |
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— |
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— |
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— |
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— |
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— |
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Amortization of prior service credit |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Settlement adjustment |
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Net actuarial loss |
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( |
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( |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balances at September 30, 2022 |
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