##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

|                                     |  |                                                                                          
|------------------------------------ |  | -----------------------------------------------------------------------------------------
|(Mark One)                          
|x                                    |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 
|                                    
|For the Period ended March 29, 2003.
|OR                                  
|o                                    |  | 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                                                       |  | 34-1956254                         
|                                                               |  |                                    
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No)
|                                                               |  |                                    
|1077 Gorge Boulevard, Akron, OH                                |  | 44310                              
|                                                               |  |                                    
|(Address of principal executive offices)                       |  | (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 X   No

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

The number of shares of common stock ($.01 par value) outstanding as of April
26, 2003 was 19,843,293.





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TABLE OF CONTENTS



|                                                 |                                                                                                 |                                                                  |  |  |  |  |  | 
|------------------------------------------------ | ----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                  
|                                                 | Item 1. Financial Statements                                                                   
|                                                 |                                                                                                 | Condensed Consolidated Balance Sheets (Unaudited)               
|                                                 |                                                                                                 | Condensed Statements of Consolidated Income (Unaudited)         
|                                                 |                                                                                                 | Condensed Statements of Consolidated Cash Flows (Unaudited)     
|                                                 |                                                                                                 | Notes to Condensed Consolidated Financial Statements (unaudited)
|                                                 | 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. Disclosure Controls and Procedures                                                     
|PART II  OTHER INFORMATION                     
|                                                 | Item 2. Changes in securities and use of proceeds                                              
|                                                 | Item 4. Submission of Matters to a Vote of Security Holders                                    
|                                                 | Item 5. Other information                                                                      
|                                                 | Item 6. Exhibits and Reports on Form 8-K                                                       
|SIGNATURES                                      
|CERTIFICATION                                   
|                                                 | Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                                                 | Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|EX-99.1 Financial Statements of Roadway Express 
|EX-99.2 Financial Statements of Roadway Next Day
|EX-99.3 Chief Executive Officers Certification  
|EX-99.4 Chief Financial Officers Certification  



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements

Roadway Corporation and Subsidiaries




Condensed Consolidated Balance Sheets (Unaudited)

|                                           |                                                                                          |   |                                   |         |                   |   |           |         | 
|------------------------------------------ | ---------------------------------------------------------------------------------------- | - | --------------------------------- | ------- | ----------------- | - | --------- | ------- | 
|                                           |                                                                                          |   | March 29, 2003                    |         | December 31, 2002
|                                           |                                                                                          |   |                                   |         |                  
|                                           |                                                                                          |   | (in thousands,
except share data)
|Assets                                     |                                                                                          |   |                                   |         |                   |   |           |        
|Current assets:                            |                                                                                          |   |                                   |         |                   |   |           |        
|                                           | Cash and cash equivalents                                                                |   | $                                 | 117,151 |                   |   | $         | 106,929 | 
|                                           | Accounts receivable, including retained interest
in securitized receivables, net         |   |                                   | 217,610 |                   |   |           | 230,216 | 
|                                           | Assets of discontinued operations                                                        |   |                                   |        |                   |   |           | 87,431  | 
|                                           | Other current assets                                                                     |   |                                   | 55,018  |                   |   |           | 38,496  | 
|                                           |                                                                                          |  
|Total current assets                       |                                                                                          |   | 389,779                           |         |                   |   | 463,072   |        
|Carrier operating property, at cost        |                                                                                          |   | 1,512,028                         |         |                   |   | 1,515,648 |        
|Less allowance for depreciation            |                                                                                          |   | 1,007,788                         |         |                   |   | 1,006,465 |        
|                                           |                                                                                          |  
|Net carrier operating property             |                                                                                          |   | 504,240                           |         |                   |   | 509,183   |        
|Goodwill, net                              |                                                                                          |   | 284,598                           |         |                   |   | 283,910   |        
|Other assets                               |                                                                                          |   | 90,157                            |         |                   |   | 79,708    |        
|                                           |                                                                                          |  
|Total assets                               |                                                                                          | $ | 1,268,774                         |         |                   | $ | 1,335,873 |        
|                                           |                                                                                          |  
|Liabilities and shareholders equity       |                                                                                          |   |                                   |         |                   |   |           |        
|Current liabilities:                       |                                                                                          |   |                                   |         |                   |   |           |        
|                                           | Accounts payable                                                                         |   | $                                 | 187,457 |                   |   | $         | 193,501 | 
|                                           | Salaries and wages                                                                       |   |                                   | 126,680 |                   |   |           | 151,464 | 
|                                           | Liabilities of discontinued operations                                                   |   |                                   |        |                   |   |           | 32,407  | 
|                                           | Other current liabilities                                                                |   |                                   | 60,743  |                   |   |           | 83,518  | 
|                                           |                                                                                          |  
|Total current liabilities                  |                                                                                          |   | 374,880                           |         |                   |   | 460,890   |        
|Long-term liabilities:                     |                                                                                          |   |                                   |         |                   |   |           |        
|                                           | Casualty claims and other                                                                |   |                                   | 77,467  |                   |   |           | 78,548  | 
|                                           | Accrued pension and retiree medical                                                      |   |                                   | 140,960 |                   |   |           | 135,053 | 
|                                           | Long-term debt                                                                           |   |                                   | 273,513 |                   |   |           | 273,513 | 
|                                           |                                                                                          |  
|Total long-term liabilities                |                                                                                          |   | 491,940                           |         |                   |   | 487,114   |        
|Shareholders equity:                      |                                                                                          |   |                                   |         |                   |   |           |        
|                                           | Common
Stock  $.01 par value
Authorized  100,000,000 shares
Issued  20,556,714 shares |   |                                   | 206     |                   |   |           | 206     | 
|                                           | Other shareholders equity                                                               |   |                                   | 401,748 |                   |   |           | 387,663 | 
|                                           |                                                                                          |  
|Total shareholders equity                 |                                                                                          |   | 401,954                           |         |                   |   | 387,869   |        
|                                           |                                                                                          |  
|Total liabilities and shareholders equity |                                                                                          | $ | 1,268,774                         |         |                   | $ | 1,335,873 |        
|                                           |                                                                                          |  

The number of shares of common stock outstanding at March 29, 2003 and December
31, 2002 were 19,653,213 and 19,368,590, respectively.

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.

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##### Table of Contents



Roadway Corporation and Subsidiaries




Condensed Statements of Consolidated Income (Unaudited)

|                                                             |                                            |   |                                       |         |                |   |         |         |  
|------------------------------------------------------------ | ------------------------------------------ | - | ------------------------------------- | ------- | -------------- | - | ------- | ------- | -
|                                                             |                                            |   | Twelve Weeks Ended                   
|                                                             |                                            |   | (First Quarter)                      
|                                                             |                                            |   | March 29, 2003                        |         | March 23, 2002
|                                                             |                                            |   |                                       |         |               
|                                                             |                                            |   | (in
thousands, except per share data)
|                                                             |                                            |   |                                      
|Revenue                                                      |                                            | $ | 754,070                               |         |                | $ | 598,967 |        
|Operating expenses:                                          |                                            |   |                                       |         |                |   |         |        
|                                                             | Salaries, wages and benefits               |   |                                       | 475,435 |                |   |         | 399,164 |  
|                                                             | Operating supplies and expenses            |   |                                       | 130,412 |                |   |         | 99,209  |  
|                                                             | Purchased transportation                   |   |                                       | 74,784  |                |   |         | 51,509  |  
|                                                             | Operating taxes and licenses               |   |                                       | 19,866  |                |   |         | 15,564  |  
|                                                             | Insurance and claims expense               |   |                                       | 15,112  |                |   |         | 11,431  |  
|                                                             | Provision for depreciation                 |   |                                       | 17,299  |                |   |         | 18,088  |  
|                                                             | Net loss on disposal of operating property |   |                                       | 811     |                |   |         | 295     |  
|                                                             |                                            |  
|Total operating expenses                                     |                                            |   | 733,719                               |         |                |   | 595,260 |        
|                                                             |                                            |  
|Operating income from continuing operations                  |                                            |   | 20,351                                |         |                |   | 3,707   |        
|Other (expense), net                                         |                                            |   | (6,794                                | )       |                |   | (6,824  | )      
|                                                             |                                            |  
|Income (loss) from continuing operations before income taxes |                                            |   | 13,557                                |         |                |   | (3,117  | )      
|Provision (benefit) for income taxes                         |                                            |   | 5,694                                 |         |                |   | (1,244  | )      
|                                                             |                                            |  
|Income (loss) from continuing operations                     |                                            |   | 7,863                                 |         |                |   | (1,873  | )      
|Income from discontinued operations                          |                                            |   | 147                                   |         |                |   | 124     |        
|                                                             |                                            |  
|Net income (loss)                                            |                                            | $ | 8,010                                 |         |                | $ | (1,749  | )      
|                                                             |                                            |  
|Earnings (loss) per share  basic:                           |                                            |   |                                       |         |                |   |         |        
|                                                             | Continuing operations                      |   | $                                     | 0.42    |                |   | $       | (0.10   | )
|                                                             | Discontinued operations                    |   | $                                     | 0.01    |                |   | $       | 0.01    |  
|                                                             |                                            |  
|Total earnings (loss) per share  basic                      |                                            | $ | 0.43                                  |         |                | $ | (0.09   | )      
|                                                             |                                            |  
|Earnings (loss) per share  diluted:                         |                                            |   |                                       |         |                |   |         |        
|                                                             | Continuing operations                      |   | $                                     | 0.41    |                |   | $       | (0.10   | )
|                                                             | Discontinued operations                    |   | $                                     | 0.01    |                |   | $       | 0.01    |  
|                                                             |                                            |  
|Total earnings (loss) per share  diluted                    |                                            | $ | 0.42                                  |         |                | $ | (0.09   | )      
|                                                             |                                            |  
|Average shares outstanding  basic                           |                                            |   | 18,655                                |         |                |   | 18,555  |        
|Average shares outstanding  diluted                         |                                            |   | 19,086                                |         |                |   | 18,555  |        
|Dividends declared per share                                 |                                            | $ | 0.05                                  |         |                | $ | 0.05    |        

See notes to condensed consolidated financial statements.

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Roadway Corporation and Subsidiaries




Condensed Statements of Consolidated Cash Flows (Unaudited)

|                                                                                |  |                    |         |                |  |   |         |  
|------------------------------------------------------------------------------- |  | ------------------ | ------- | -------------- |  | - | ------- | -
|                                                                                |  | Twelve Weeks Ended
|                                                                                |  | (First Quarter)   
|                                                                                |  | March 29, 2003     |         | March 23, 2002
|                                                                                |  |                    |         |               
|                                                                                |  | (in thousands)    
|                                                                                |  |                   
|Cash flows from operating activities                                            |  |                    |         |                |  |   |         |  
|Income (loss) from continuing operations                                        |  | $                  | 7,863   |                |  | $ | (1,873  | )
|Depreciation and amortization                                                   |  |                    | 18,260  |                |  |   | 18,555  |  
|Other operating adjustments                                                     |  |                    | (24,201 | )              |  |   | (52,778 | )
|                                                                                |  |                   
|Net cash provided (used) by operating activities                                |  |                    | 1,922   |                |  |   | (36,096 | )
|                                                                                | 
|Cash flows from investing activities                                            |  |                    |         |                |  |   |         |  
|Purchases of carrier operating property                                         |  |                    | (13,786 | )              |  |   | (11,043 | )
|Sales of carrier operating property                                             |  |                    | 762     |                |  |   | 1,381   |  
|Business disposal                                                               |  |                    | 47,221  |                |  |   |        |  
|                                                                                |  |                   
|Net cash provided (used) by investing activities                                |  |                    | 34,197  |                |  |   | (9,662  | )
|                                                                                | 
|Cash flows from financing activities                                            |  |                    |         |                |  |   |         |  
|Dividends paid                                                                  |  |                    | (960    | )              |  |   | (957    | )
|Treasury stock activity, net                                                    |  |                    | (950    | )              |  |   | 24      |  
|Long-term (repayments) borrowings                                               |  |                    | (24,000 | )              |  |   |        |  
|                                                                                |  |                   
|Net cash (used) by financing activities                                         |  |                    | (25,910 | )              |  |   | (933    | )
|Effect of exchange rate changes on cash                                         |  |                    | 51      |                |  |   | (11     | )
|                                                                                |  |                   
|Net increase (decrease) in cash and cash
equivalents from continuing operations |  |                    | 10,260  |                |  |   | (46,702 | )
|Net (decrease) in cash and cash equivalents
from discontinued operations        |  |                    | (38     | )              |  |   | (4,339  | )
|Cash and cash equivalents at beginning of period                                |  |                    | 106,929 |                |  |   | 110,433 |  
|                                                                                |  |                   
|Cash and cash equivalents at end of period                                      |  | $                  | 117,151 |                |  | $ | 59,392  |  
|                                                                                |  |                   

See notes to condensed consolidated financial statements.

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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 weeks
ended March 29, 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.

Note 2Accounting Period

Roadway Corporation (the registrant 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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. 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 did
not recognize a significant gain or loss 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 quarters ended March 29, 2003 and March 23, 2002. The
quarter ended March 29, 2003 includes results of operations only through the
disposal date, January 23, 2003.

|                                            |  |                    |       |                |  |   |        | 
|------------------------------------------- |  | ------------------ | ----- | -------------- |  | - | ------ | 
|                                            |  | Twelve Weeks Ended
|                                            |  | (First Quarter)   
|                                            |  | March 29, 2003     |       | March 23, 2002
|                                            |  |                    |       |               
|                                            |  | (in
thousands)    
|                                            |  |                   
|Revenue                                     |  | $                  | 9,267 |                |  | $ | 38,201 | 
|                                            |  |                   
|Pre-tax income from discontinued operations |  |                    | 198   |                |  |   | 212    | 
|Income tax expense                          |  |                    | 51    |                |  |   | 88     | 
|                                            |  |                   
|Income from discontinued operations         |  | $                  | 147   |                |  | $ | 124    | 
|                                            |  |                   

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Note 4Earnings per Share

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

|                                                       |                         |   |                                       |       |                |   |        |        |  
|------------------------------------------------------ | ----------------------- | - | ------------------------------------- | ----- | -------------- | - | ------ | ------ | -
|                                                       |                         |   | Twelve Weeks Ended                   
|                                                       |                         |   | (First Quarter)                      
|                                                       |                         |   | March 29, 2003                        |       | March 23, 2002
|                                                       |                         |   |                                       |       |               
|                                                       |                         |   | (in
thousands, except per share data)
|                                                       |                         |   |                                      
|Income (loss) from:                                    |                         |   |                                       |       |                |   |        |       
|                                                       | Continuing operations   |   | $                                     | 7,863 |                |   | $      | (1,873 | )
|                                                       | Discontinued operations |   |                                       | 147   |                |   |        | 124    |  
|                                                       |                         |  
|Net income (loss)                                      |                         | $ | 8,010                                 |       |                | $ | (1,749 | )     
|                                                       |                         |  
|Weighted-average shares for
basic earnings per share   |                         |   | 18,655                                |       |                |   | 18,555 |       
|Management incentive stock plans                       |                         |   | 431                                   |       |                |   |       |       
|                                                       |                         |  
|Weighted-average shares for
diluted earnings per share |                         |   | 19,086                                |       |                |   | 18,555 |       
|                                                       |                         |  
|Basic earnings (loss) per share from:                  |                         |   |                                       |       |                |   |        |       
|                                                       | Continuing operations   |   | $                                     | 0.42  |                |   | $      | (0.10  | )
|                                                       | Discontinued operations |   |                                       | 0.01  |                |   | $      | 0.01   |  
|                                                       |                         |  
|Basic earnings (loss) per share                        |                         | $ | 0.43                                  |       |                | $ | (0.09  | )     
|                                                       |                         |  
|Diluted earnings (loss) per share from:                |                         |   |                                       |       |                |   |        |       
|                                                       | Continuing operations   |   | $                                     | 0.41  |                |   | $      | (0.10  | )
|                                                       | Discontinued operations |   |                                       | 0.01  |                |   | $      | 0.01   |  
|                                                       |                         |  
|Diluted earnings (loss) per share                      |                         | $ | 0.42                                  |       |                | $ | (0.09  | )     
|                                                       |                         |  

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Note 5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 LTL freight services in North America and offers services to over 100
countries worldwide. The New Penn segment provides regional, next-day LTL
freight service primarily in the northeast region of the United States.

The Companys reportable segments are identified based on differences in
products, services, and management structure. The measurement basis of segment
profit or loss is operating income. Business segment assets consist primarily
of customer receivables, net carrier operating property, and goodwill.

|                        |                                               |   |                                   |         |          |   |                |        |  |   |           |         | 
|----------------------- | --------------------------------------------- | - | --------------------------------- | ------- | -------- | - | -------------- | ------ |  | - | --------- | ------- | 
|                        |                                               |   | Twelve weeks ended March 29, 2003
|                        |                                               |   | (First Quarter)                  
|                        |                                               |   | Roadway Express                   |         | New Penn |   | Total         
|                        |                                               |   |                                   |         |          |   |               
|                        |                                               |   |                                   |         |          |   | (in
thousands) |        |  |   |          
|                        |                                               |   |                                   |         |          |   |                |        |  |   |          
|Revenue                 |                                               | $ | 705,244                           |         |          | $ | 48,826         |        |  | $ | 754,070   |        
|Operating expense:      |                                               |   |                                   |         |          |   |                |        |  |   |           |        
|                        | Salaries, wages & benefits                    |   |                                   | 439,438 |          |   |                | 33,443 |  |   |           | 472,881 | 
|                        | Operating supplies                            |   |                                   | 125,826 |          |   |                | 7,667  |  |   |           | 133,493 | 
|                        | Purchased transportation                      |   |                                   | 74,242  |          |   |                | 542    |  |   |           | 74,784  | 
|                        | Operating license and tax                     |   |                                   | 18,379  |          |   |                | 1,389  |  |   |           | 19,768  | 
|                        | Insurance and claims                          |   |                                   | 13,895  |          |   |                | 954    |  |   |           | 14,849  | 
|                        | Depreciation                                  |   |                                   | 14,924  |          |   |                | 2,209  |  |   |           | 17,133  | 
|                        | Net loss (gain) on sale of operating property |   |                                   | 802     |          |   |                | 9      |  |   |           | 811     | 
|                        |                                               |  
|Total operating expense |                                               |   | 687,506                           |         |          |   | 46,213         |        |  |   | 733,719   |        
|                        |                                               |  
|Operating income        |                                               | $ | 17,738                            |         |          | $ | 2,613          |        |  | $ | 20,351    |        
|                        |                                               |  
|Operating ratio         |                                               |   | 97.5                              | %       |          |   | 94.6           | %      |  |   | 97.3      | %      
|                        |                                               |   |                                   |         |          |   |                |        |  |   |           |        
|Total assets            |                                               | $ | 802,557                           |         |          | $ | 403,315        |        |  | $ | 1,205,872 |        

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Note 5Segment information (continued)

|                        |                                               |   |                                   |         |          |   |                |        |   |   |           |         | 
|----------------------- | --------------------------------------------- | - | --------------------------------- | ------- | -------- | - | -------------- | ------ | - | - | --------- | ------- | 
|                        |                                               |   | Twelve weeks ended March 23, 2002
|                        |                                               |   | (First Quarter)                  
|                        |                                               |   | Roadway Express                   |         | New Penn |   | Total         
|                        |                                               |   |                                   |         |          |   |               
|                        |                                               |   |                                   |         |          |   | (in
thousands) |        |   |   |          
|                        |                                               |   |                                   |         |          |   |                |        |   |   |          
|Revenue                 |                                               | $ | 553,558                           |         |          | $ | 45,409         |        |   | $ | 598,967   |        
|Operating expense:      |                                               |   |                                   |         |          |   |                |        |   |   |           |        
|                        | Salaries, wages & benefits                    |   |                                   | 366,335 |          |   |                | 30,709 |   |   |           | 397,044 | 
|                        | Operating supplies                            |   |                                   | 95,499  |          |   |                | 6,114  |   |   |           | 101,613 | 
|                        | Purchased transportation                      |   |                                   | 51,126  |          |   |                | 383    |   |   |           | 51,509  | 
|                        | Operating license and tax                     |   |                                   | 14,188  |          |   |                | 1,359  |   |   |           | 15,547  | 
|                        | Insurance and claims                          |   |                                   | 10,388  |          |   |                | 894    |   |   |           | 11,282  | 
|                        | Depreciation                                  |   |                                   | 15,269  |          |   |                | 2,690  |   |   |           | 17,959  | 
|                        | Net loss (gain) on sale of operating property |   |                                   | 346     |          |   |                | (51    | ) |   |           | 295     | 
|                        |                                               |  
|Total operating expense |                                               |   | 553,151                           |         |          |   | 42,098         |        |   |   | 595,249   |        
|                        |                                               |  
|Operating income        |                                               | $ | 407                               |         |          | $ | 3,311          |        |   | $ | 3,718     |        
|                        |                                               |  
|Operating ratio         |                                               |   | 99.9                              | %       |          |   | 92.7           | %      |   |   | 99.4      | %      
|                        |                                               |   |                                   |         |          |   |                |        |   |   |           |        
|Total assets            |                                               | $ | 703,834                           |         |          | $ | 335,218        |        |   | $ | 1,039,052 |        

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

|                                                                   |  |                    |        |                |  |   |        |  
|------------------------------------------------------------------ |  | ------------------ | ------ | -------------- |  | - | ------ | -
|                                                                   |  | Twelve Weeks Ended
|                                                                   |  | (First Quarter)   
|                                                                   |  | March 29, 2003     |        | March 23, 2002
|                                                                   |  |                    |        |               
|                                                                   |  | (in thousands)    
|                                                                   |  |                   
|Segment operating income from continuing operations                |  | $                  | 20,351 |                |  | $ | 3,718  |  
|Unallocated corporate (expense)                                    |  |                    |       |                |  |   | (11    | )
|Interest (expense)                                                 |  |                    | (5,102 | )              |  |   | (5,464 | )
|Other (expense), net                                               |  |                    | (1,692 | )              |  |   | (1,360 | )
|Consolidated income (loss) from continuing
operations before taxes |  | $                  | 13,557 |                |  | $ | (3,117 | )

7



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##### Table of Contents



Note 5Segment information (continued)

Reconciliation of total segment assets to total consolidated assets:

|                                     |  |                |           |                   |  |   |           |  
|------------------------------------ |  | -------------- | --------- | ----------------- |  | - | --------- | -
|                                     |  | March 29,2003  |           | December 31, 2002
|                                     |  |                |           |                  
|                                     |  | (in thousands)
|                                     |  |               
|Total segment assets                 |  | $              | 1,205,872 |                   |  | $ | 1,211,584 |  
|Unallocated corporate assets         |  |                | 77,102    |                   |  |   | 41,351    |  
|Assets of discontinued operations    |  |                |          |                   |  |   | 87,431    |  
|Elimination of intercompany balances |  |                | (14,200   | )                 |  |   | (4,493    | )
|                                     |  |               
|Consolidated assets                  |  | $              | 1,268,774 |                   |  | $ | 1,335,873 |  
|                                     |  |               

Note 6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
|                                         |  | (First Quarter)   
|                                         |  | March 29, 2003     |        | March 23, 2002
|                                         |  |                    |        |               
|                                         |  | (in thousands)    
|                                         |  |                   
|Net income (loss)                        |  | $                  | 8,010  |                |  | $ | (1,749 | )
|Foreign currency translation adjustments |  |                    | 2,688  |                |  |   | (1,178 | )
|Derivative fair value adjustment         |  |                    | 76     |                |  |   |       |  
|                                         |  |                   
|Comprehensive income (loss)              |  | $                  | 10,774 |                |  | $ | (2,927 | )
|                                         |  |                   

Note 7Contingent Matter

The Companys former parent 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
at the time 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 $14,000,000
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 $16,000,000 in additional taxes and $0 to $10,000,000 in
related interest, net of tax benefit. The Company has established 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.

8



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##### Table of Contents






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

Consolidated results of operations
for the first quarter ended March 29, 2003
compared to the first quarter ended March 23, 2002

Consolidated revenue was $754 million in the current quarter, a 25.9% increase
from first quarter 2002, primarily due to increased revenue at Roadway Express
because of the shutdown of Consolidated Freightways, a major competitor, in
September 2002. In addition, our current year first quarter contained 62
working days compared to 58 working days in last years first quarter.
Operating expenses grew by 23.3%, and the operating ratio (operating expenses
as a percentage of revenue) improved by 2.1 points to 97.3%, compared to last
years 99.4%. The Companys consolidated operating income was $20.3 million
compared to $3.7 million in the first quarter of 2002. This increase in
operating income is solely attributable to the improved performance of Roadway
Express. The net other expense of $6.8 million is primarily composed of
interest and amortization of financing costs. The Company had net income of
$8.0 million or $0.42 per share (diluted), for the current quarter, compared to
a net loss of $1.8 million, or $0.09 per share (diluted) in the same quarter
last year.

In January 2003, we sold ATS, the truckload subsidiary of Roadway Next Day
Corporation, for $55 million. ATS has been accounted for as a discontinued
operation for all periods presented.

Contract negotiations with the Teamsters were successfully concluded in early
February 2003, well in advance of the March 31, 2003 expiration date. The
Teamsters overwhelmingly ratified this new five-year contract on March 28.

The effective tax rate for the first quarter of 2003 was 42.0%, compared to the
39.9% rate in the first quarter of 2002. This tax rate differs from the
Federal statutory rate due to the impact of state taxes, taxes on foreign
operations, and non-deductible operating expenses.

Roadway Express, Inc.

Results of operations for the first
quarter ended March 29, 2003 compared to
the first quarter ended March 23, 2002

The abrupt cessation of operations on September 2, 2002 by Consolidated
Freightways has removed excess capacity from the marketplace and has
strengthened Roadways position. Roadway absorbed this freight into its system
without adding additional capacity, which allowed it to take advantage of the
existing infrastructure and improve profitability.

Roadway delivered 1.7 million tons of freight in the current quarter, an
increase of 19.2% compared to the prior years first quarter. Daily tonnage
levels increased 11.5% year over year. This improvement is primarily due to
the shutdown of Consolidated Freightways, and we expect that positive tonnage
comparisons will continue through the third quarter of 2003.
Less-than-truckload (LTL) tons were up 20.9% while truckload tons were up
11.1%. Net revenue per ton was $403.28, up 6.9% compared to the same quarter
last year, with LTL up 5.6% and truckload up 10.6%. Freight mix changes, the
general rate increase on August 4, 2002, and continuing adjustments in contract
rates impacted base revenue levels. The industrys pricing environment
continues to remain stable. A variable rate fuel surcharge averaged 4.1% of
revenue in the current quarter compared to 0.8% of revenue in the prior-year
quarter. Without the revenue increase relating to the fuel surcharge, freight
rates were up 3.5% compared to the first quarter of 2002. Total operating
expenses increased by 24.3%, while revenue increased 27.4%, leading to an
improvement in the operating ratio to 97.5%, compared to a 99.9% in the same
quarter last year.

9



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##### Table of Contents



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

Salaries, wages, and benefits as a percentage of revenue decreased to 62.3%,
from 66.2% in the first 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 $2.8 million increase in cost associated with the Company sponsored pension
plan. Operating supplies and expenses increased slightly to 17.8% of revenue,
up from 17.3% in the prior year quarter, as favorable variances due to the
growth in freight volume were more than offset by a 60% increase in fuel
prices. The growth in purchased transportation as a percent of revenue was due
to the 14% increase of linehaul miles run on the railroads. Insurance and
claims expense grew because of increased costs of property damage and public
liability claims. Depreciation expense declined as a percent of revenue
because we were able to handle the significant growth in tonnage using existing
capacity.

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

|                          |  |                    |           |                |  |        |           |  |  |  |      |  
|------------------------- |  | ------------------ | --------- | -------------- |  | ------ | --------- |  |  |  | ---- | -
|                          |  | Twelve Weeks Ended |           |                |  |       
|                          |  | (First Quarter)    |           |               
|                          |  |                    |           | Percentage    
|                          |  | March 29, 2003     |           | March 23, 2002 |  | change
|                          |  |                    |           |                |  |       
|LTL tons                  |  |                    | 1,458,227 |                |  |        | 1,205,865 |  |  |  | 20.9 | %
|Truckload tons            |  |                    | 290,526   |                |  |        | 261,511   |  |  |  | 11.1 | %
|                          |  |                   
|Total tons                |  |                    | 1,748,753 |                |  |        | 1,467,376 |  |  |  | 19.2 | %
|LTL shipments             |  |                    | 3,100,366 |                |  |        | 2,570,689 |  |  |  | 20.6 | %
|Truckload shipments       |  |                    | 36,304    |                |  |        | 32,102    |  |  |  | 13.1 | %
|                          |  |                   
|Total shipments           |  |                    | 3,136,670 |                |  |        | 2,602,791 |  |  |  | 20.5 | %
|Revenue per LTL ton       |  | $                  | 449.95    |                |  | $      | 425.91    |  |  |  | 5.6  | %
|Revenue per truckload ton |  | $                  | 169.07    |                |  | $      | 152.83    |  |  |  | 10.6 | %
|Total revenue per ton     |  | $                  | 403.28    |                |  | $      | 377.24    |  |  |  | 6.9  | %

New Penn Motor Express

Results of operations for the first
quarter ended March 29, 2003 compared to
the first quarter ended March 23, 2002

Revenue was $48.8 million for the first quarter of 2003, up 7.5% from $45.4
million in the first quarter of 2002. Since there was a 6.9% increase in the
number of working days in the current quarter compared to the prior year
quarter (62 versus 58 working days), daily tonnage levels were nearly flat
compared to the year-earlier quarter. Tonnage in the current quarter was lower
than anticipated due to severe winter storms that plagued much of New Penns
primary service area. The operating ratio for New Penn was 94.6% in the first
quarter of 2003, compared to 92.7% in the same quarter last year.

The severe winter storms also lead to operational inefficiencies. Salaries and
wages increased to 68.5% of revenue in the current quarter, compared to 67.6%
in the first quarter of 2002, and operating supplies and expenses increased to
15.7% of revenue from 13.5% in the prior year quarter. Additionally, operating
supplies were impacted by higher fuel prices.

10



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##### Table of Contents



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

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

|                          |  |                    |         |                |  |        |         |  |  |            |      |  
|------------------------- |  | ------------------ | ------- | -------------- |  | ------ | ------- |  |  | ---------- | ---- | -
|                          |  | Twelve Weeks Ended |         |                |  |       
|                          |  | (First Quarter)    |         |                |  |       
|                          |  |                    |         |                |  |        |         |  |  | Percentage
|                          |  | March 29, 2003     |         | March 23, 2002 |  | change
|                          |  |                    |         |                |  |       
|LTL tons                  |  |                    | 185,678 |                |  |        | 177,264 |  |  |            | 4.7  | %
|Truckload tons            |  |                    | 28,888  |                |  |        | 23,913  |  |  |            | 20.8 | %
|                          |  |                   
|Total tons                |  |                    | 214,566 |                |  |        | 201,177 |  |  |            | 6.7  | %
|LTL shipments             |  |                    | 421,736 |                |  |        | 395,154 |  |  |            | 6.7  | %
|Truckload shipments       |  |                    | 3,552   |                |  |        | 3,024   |  |  |            | 17.5 | %
|                          |  |                   
|Total shipments           |  |                    | 425,288 |                |  |        | 398,178 |  |  |            | 6.8  | %
|Revenue per LTL ton       |  | $                  | 246.18  |                |  | $      | 241.77  |  |  |            | 1.8  | %
|Revenue per truckload ton |  | $                  | 107.90  |                |  | $      | 106.73  |  |  |            | 1.1  | %
|Total revenue per ton     |  | $                  | 227.56  |                |  | $      | 225.72  |  |  |            | 0.8  | %

Liquidity and capital resources

At the end of the quarter, cash and marketable securities amounted to $117
million, a $10 million increase from year-end 2002. During the current
quarter, cash provided by operating activities was $4.3 million, as compared to
the $44.4 million use of cash in the first quarter of 2002. Two major items in
2002 contributed to the use of cash: $29 million related to the Roadway Next
Day acquisition, and $9 million for the purchase of stock to fund employee
stock plans. Cash outlays for the acquisition were completed in 2002.
Beginning in 2003, existing treasury shares were used to fund the employee
stock plans, so additional share purchases have not been necessary.

Capital expenditures were $13.8 million during the quarter. 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 $95 to $105 million are expected for 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 March 29, 2002, there
were no amounts outstanding under the revolving credit facility, but
availability had been reduced by $123 million as a result of the issuance of
letters of credit, primarily related to casualty claims. As of March 29, 2002,
$58 million was outstanding under the senior term loan facility, with quarterly
installments ranging from $2.5 million in 2003 to $4.9 million in 2006.
Management intends to repay the entire balance by year-end 2003, which will
increase our flexibility as we move forward with our strategic initiatives.
The senior term loan accrued interest at the rate of 2.91% as of March 29,
2003.

On January 23, 2003, the sale of ATS was completed for $55 million. The sale
of ATS resulted in a mandatory prepayment of $24 million on the senior term
loan.

11



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##### Table of Contents



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

The Companys $225 million of 81/4% 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 March 29, 2003, there were no amounts outstanding on this
facility.

At March 29, 2003, the Company had outstanding debt of $283 million, $9.7
million of which is classified as current on the balance sheet. Remaining
borrowing capacity of $102 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 March 29, 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.

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. 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 March 29, 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 2.6% during the first quarter of
2003.

The arrangement provides that new Roadway accounts receivable are immediately
sold to the SPE. Roadway, through its SPE, retains the risk of credit loss on
the receivables. The conduit has collection rights to recover payments from
the designated accounts receivable and Roadway retains collection and
administrative responsibilities for all accounts receivable.

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 will be effective August 1, 2003, designated for benefits.

Reserves 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 reserve 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.

12



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##### Table of Contents



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, and, uncertainties concerning the impact terrorist activities may have
on the economy and the motor freight industry. We have based these
forward-looking statements on managements analysis about future events only as
of the date of this filing. We undertake no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date of this filing. 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 website at www.sec.gov
and through our website 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 from 2003 to 2004, fix Roadways interest costs at rates varying
from 5.62% to 5.89% on leases with a notional amount of $10.9 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 March 29, 2003 is a liability of approximately $250,000,
net of income taxes, and has been determined using proprietary financial models
developed by the lending institutions that are counterparties to the swap
arrangements.

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.




Item 4. Disclosure Controls and Procedures

Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of Roadways
management, including its Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of its disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of
1934). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the design and operation of these disclosure
controls and procedures were effective. No significant changes were made in
Roadways internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation.

13



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##### Table of Contents






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 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
quarter of 2003, the Company issued a total of 20,014 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 pursuant to Section 4(2) of such Act.




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

The Companys Annual Meeting of Shareholders was held on March 26, 2003. Three
matters were voted upon at this meeting:



|1. |  | The election of eight members to the Board of Directors                            
|-- |  | -----------------------------------------------------------------------------------
|  
|2. |  | Approving an amendment to the Roadway Corporation 2001 Employee Stock
Purchase Plan
|  
|3. |  | Ratification of the appointment of Ernst & Young LLP as the independent
auditors.  

There were 17,849,946 shares voted of the 19,580,662 shares outstanding and
entitled to vote. The following table shows the results of the vote.

|            |                    |  |            |            |         |  |         |   |  |  |         |         | 
|----------- | ------------------ |  | ---------- | ---------- | ------- |  | ------- | - |  |  | ------- | ------- | 
|            |                    |  | For        |            | Against |  | Abstain
|            |                    |  |            |            |         |  |        
|Proposal #1 |                    |  |            |            |         |  |         |   |  |  |         |        
|            | Frank P. Doyle     |  |            | 17,188,812 |         |  |         |  |  |  |         | 661,134 | 
|            | John F. Fiedler    |  |            | 17,276,821 |         |  |         |  |  |  |         | 573,125 | 
|            | Dale F. Frey       |  |            | 17,135,025 |         |  |         |  |  |  |         | 714,921 | 
|            | Phillip J. Meek    |  |            | 17,207,398 |         |  |         |  |  |  |         | 642,548 | 
|            | Carl W. Schafer    |  |            | 17,116,820 |         |  |         |  |  |  |         | 733,126 | 
|            | James D. Staley    |  |            | 17,227,553 |         |  |         |  |  |  |         | 622,393 | 
|            | Sarah Roush Werner |  |            | 17,469,819 |         |  |         |  |  |  |         | 380,127 | 
|            | Michael W. Wickham |  |            | 17,169,359 |         |  |         |  |  |  |         | 680,587 | 
|            |                    |  |            |            |         |  |         |   |  |  |         |        
|Proposal #2 |                    |  | 17,015,494 |            |         |  | 649,561 |   |  |  | 184,891 |        
|            |                    |  |            |            |         |  |         |   |  |  |         |        
|Proposal #3 |                    |  | 17,173,107 |            |         |  | 522,875 |   |  |  | 153,964 |        

14



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##### Table of Contents






Item 5. Other information

On January 24, 2003, the Board of Directors declared a cash dividend of $0.05
per share on the Companys common stock paid on March 3, 2003, to shareholders
of record on February 14, 2003.

On April 24, 2003, the Board of Directors declared a cash dividend of $0.05 per
share on the Companys common stock payable on June 2, 2003, to shareholders of
record on May 9, 2003.




Item 6. Exhibits and Reports on Form 8-K

|            |  |                                                                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.
|           
|99.1        |  | Condensed Consolidated Financial Statements of Roadway Express, Inc.
and Subsidiaries for the quarters ended March 29, 2003 and March 23,
2002.                                                                                                     
|            |  |                                                                                                                                                                                                                                                     
|99.2        |  | Condensed Consolidated Financial Statements of Roadway Next Day
Corporation for the quarters ended March 29, 2003 and March 23, 2002.                                                                                                               
|            |  |                                                                                                                                                                                                                                                     
|99.3        |  | 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 March 29, 2003, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|            |  |                                                                                                                                                                                                                                                     
|99.4        |  | 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 March 29, 2003, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.



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

|                        |  |                                                                                                                                                                                                                                                                                
|----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Filing Date of Form 8-K |  | Description                                                                                                                                                                                                                                                                    
|                        |  |                                                                                                                                                                                                                                                                                
|March 27, 2003          |  | Officer certification of financial statements and
related information with respect to the Companys
Annual Report on Form 10-K for the annual period
ended December 31, 2002.                                                                                                  
|                        |  |                                                                                                                                                                                                                                                                                
|January 9, 2003         |  | Press release dated December 30, 2002, announcing
that the Company entered into an agreement to sell
its Arnold Transportation Services subsidiary to a
management group led by Michael S. Walters, the
units president and chief executive officer and a
private equity firm.

15



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##### Table of Contents






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: May 7, 2003 |  | By: |  | /s/ J. Dawson CunninghamJ. Dawson Cunningham, Executive Vice President
and Chief Financial Officer
|                 
|                  |  |     |  |                                                                                                   
|                 
|Date: May 7, 2003 |  | By: |  | /s/ John G. ColemanJohn G. Coleman, Controller                                                    

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CERTIFICATIONS




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 quarterly 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 quarterly
report;

3.Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4.The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
the registrants board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                  |  |                                                            | 
|----------------- |  | ---------------------------------------------------------- | 
|Date: May 7, 2003 |  | /s/ James D. StaleyJames D. Staley
Chief Executive Officer | 

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##### Table of Contents






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 quarterly 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 quarterly
report;

3.Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4.The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
the registrants board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                  |  |                                                                                                   | 
|----------------- |  | ------------------------------------------------------------------------------------------------- | 
|Date: May 7, 2003 |  | /s/ J. Dawson CunninghamJ. Dawson Cunningham
Executive Vice President and Chief
Financial Officer | 

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