Other


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 29, 2009

 

 

YRC Worldwide Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-12255   48-0948788

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

10990 Roe Avenue, Overland Park, Kansas 66211

(Address of principal executive offices) (Zip Code)

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

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On October 30, 2009, YRC Worldwide Inc. (the “Company”) announced its results of operations and financial condition for the three and nine months ended September 30, 2009. A copy of the news release announcing the results of operations and financial condition is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2009, the Board of Directors of the Company (i) adjusted Timothy A. Wicks’ title from Executive Vice President and Chief Operating Officer of the Company to President and Chief Operating Officer of the Company and (ii) adjusted William D. Zollars’ title from Chairman of the Board, President and Chief Executive of the Company to Chairman of the Board and Chief Executive Officer of the Company.

 

Item 7.01. Regulation FD Disclosure.

The Company expects to obtain $200 million in annual run rate savings from cost reductions, primarily SG&A, by January 1, 2011.

The Company expects to receive approximately $125 million of net cash proceeds during 2009 from the sale of excess facilities.

The Company’s segment statistics attached hereto as Exhibit 99.2 were unintentionally disclosed and are being furnished herewith.

 

Item 8.01 Other Events.

On October 30, 2009, the Company issued a news release providing an update on a proposed note exchange offer. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER

The news release attached to this Form 8-K and its contents is not an offer to buy or the solicitation of an offer to sell any security. An exchange offer will only be made pursuant to exchange offer documents that are to be made available to the holders of the our notes and filed with the Securities and Exchange Commission (“SEC”). Holders of our notes are advised to read the exchange offer documents when they become available, as these documents will contain important information about the exchange offer. Investors and security holders may obtain free copies of these documents (when available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov , on the Company’s website at www.yrcw.com or by making a request to: YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100, Attention: Dan Churay, Executive Vice President, General Counsel and Secretary.

Forward-Looking Statements

The news release attached to this Form 8-K and statements made on the conference call for shareholders and the investment community contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “expected,” “should,” “will,” “can,” and similar expressions are intended to identify forward-looking statements. It is important to note that the company’s actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including (among others) inflation, inclement weather, price and availability of fuel, sudden changes in the cost of fuel or the index upon which the company bases its fuel surcharge, competitor pricing activity, expense volatility, including (without limitation) expense volatility due to changes in rail service or pricing for rail service, ability to capture cost reductions, changes in equity and debt markets, a downturn in general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work stoppages, strikes or other disruptions, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction, and the risk factors that are from time to time included in the company’s reports filed with the SEC, including the company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Any exchange offer will be subject to a number of significant conditions, including, among other things, that holders of a specific percentage of the outstanding notes participate in the exchange offer. We cannot provide you with any assurances that such conditions to the exchange offer will be satisfied. We expect that the exchange offer, if completed, will result in our noteholders holding substantially all of our outstanding common stock.

 

2


The Company’s expectations regarding the impact of, and the service and operational improvements and collateral and cost reductions due to, the integration of Yellow Transportation and Roadway, improved safety performance, right-sizing the network, consolidation of support functions, and the timing of achieving the improvements and cost reductions could differ materially from actual improvements and cost reductions based on a number of factors, including (among others) the factors identified in the first paragraph under “Forward-Looking Statements” above, the ability to identify and implement cost reductions in the time frame needed to achieve these expectations, the success of the company’s operating plans and programs, the Company’s ability to successfully reduce collateral requirements for its insurance programs, which in turn is dependent upon the Company’s safety performance, ability to reduce the cost of claims through claims management and the requirements of state workers compensation agencies and insurers for collateral for self insured portions of workers compensation programs, the need to spend additional capital to implement cost reduction opportunities, including (without limitation) to terminate, amend or renegotiate prior contractual commitments, the accuracy of the Company’s estimates of its spending requirements, changes in the Company’s strategic direction, the need to replace any unanticipated losses in capital assets, approval of the affected unionized employees of changes needed to complete the integration under the Company’s union agreements, the readiness of employees to utilize new combined processes, the effectiveness of deploying existing technology necessary to facilitate the combination of processes, the ability of the Company to receive expected price for its services from the combined network and customer acceptance of those services.

The Company’s expectations regarding deferred interest and fees are only its expectations regarding the deferred amounts. Actual deferred interest and fees could differ based on a number of factors, including (among others) the Company’s expected borrowings under the Credit Agreement and the ABS Facility, which is affected by revenue and profitability results and the factors that affect revenue and profitability results (including the risk factors that are from time to time included in the Company’s reports filed with the SEC, including the Company’s annual report on Form 10-K for the year ended December 31, 2008).

The Company’s expectations regarding future asset dispositions and sale and financing leasebacks of real estate are only its expectations regarding these matters. Actual dispositions and sale and financing leasebacks will be determined by the availability of capital and willing buyers and counterparties in the market and the outcome of discussions to enter into and close any such transactions on negotiated terms and conditions, including (without limitation) usual and ordinary closing conditions such as favorable title reports or opinions and favorable environmental assessments of specific properties.

The Company’s expectations regarding additional ratifications by teamster employees of the union wage reductions and the cost reductions resulting from the ratifications are only its expectations regarding these matters. Whether the Company is able to obtain these cost reductions is dependant upon the Company reaching agreement with the remaining bargaining units that have not yet ratified the wage reductions and on the actual number of employees working, which, in turn, is dependent on business volumes and needs.

The Company’s expectations regarding the timing of the facility closings, the incremental cost savings and the timing of those savings are only its expectations regarding these matters. The actual date of the closings could differ based on a number of factors including (among others) the timing of our ability to transport our customers’ freight from each of the affected facilities. Actual savings and the timing of those savings could differ based on a number of factors including (among others) the Company’s ability to enter into, and the terms of, lease termination agreements for the leased properties, our ability to enter into agreements to sell the owned properties and our ability to identify all costs related to the closing of the facilities.

The Company’s expectations regarding its ability to generate positive free cash flow are only its expectations regarding this matter. The Company’s actual free cash flow could be affected by a number of factors, including (among others) the factors identified in the preceding paragraphs, the success of the exchange offer and the Company’s ability to defer interest and fees under its credit facilities and interest and amortization payments under its pension deferral agreement, the accuracy of the Company’s forecasts, the Company’s ability to further reduce costs, the timing of the Company’s cash receipts and expenditures, the lack of any unanticipated liabilities maturing, contingent or otherwise, the ability of the Company to timely sell and receive the proceeds from sales of assets (in particular and without limitation) sales of real property and sale leaseback arrangements for real property.

 

3


The Company’s expectations regarding its credit rating following an exchange offer are only its expectations regarding this matter. The Company’s actual credit ratings are determined by rating agencies which we do not control.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

 

Description

99.1   News Release dated October 30, 2009
99.2   YRC Worldwide Inc. Segment Statistics

 

4


SIGNATURE

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.

 

    YRC WORLDWIDE INC.
Date: October 30, 2009     By:   / S /    D ANIEL J. C HURAY        
      Daniel J. Churay
      Executive Vice President, General Counsel and Secretary

 

5


EXHIBIT INDEX

 

Exhibit

Number

 

Description

99.1   News Release dated October 30, 2009
99.2   YRC Worldwide Inc. Segment Statistics

 

6

Exhibit 99.1

 

10990 Roe Avenue Overland Park, KS 66211

  LOGO

Phone 913 696 6100 Fax 913 696 6116

 

News Release

 

 

 

October 30, 2009

YRC Worldwide Reports Significant Sequential Improvement

in Its Third Quarter 2009 Results

 

   

YRC Regional and YRC Logistics Profitable

 

   

ABS Facility Renewed Early; Extended through October 2010

 

   

New Long-Term Bank Amendment Provides for Deferral of Interest and Fees

 

   

Update on Proposed Exchange Offer

OVERLAND PARK, KAN. — YRC Worldwide Inc. (NASDAQ: YRCW) today reported its results for the third quarter and provided an update on its comprehensive plan. For the quarter, the company announced a loss per share of $2.67 that included a net gain on property disposals of $.18 per share, severance charges of $.08 per share due to further headcount reductions and lease termination charges of $.11 per share related to further optimizing the networks. By comparison, the company reported a loss per share in the third quarter of 2008 of $12.58 that included impairment charges on goodwill and intangible assets of $13.20 per share, a curtailment gain of $.84 per share, and a net gain on property disposals of $.21 per share.

“We gained significant momentum in the third quarter as we executed on our comprehensive plan to improve operating efficiencies, restore financial strength and position our company for future success,” stated Bill Zollars, Chairman and CEO of YRC Worldwide. “We achieved significant sequential improvement from the first half of the year. In fact, YRC Regional Transportation and YRC Logistics were profitable for the quarter, and our operating cash flow trends improved sequentially during the quarter despite the continued economic downturn.”

YRC Worldwide also reported aggregated cash and available unused capacity under the credit facilities of $171 million at September 30, 2009, including $163 million of cash and cash equivalents. In addition, the revolver reserve under the company’s credit agreement was $102 million at September 30, 2009. The company expects to commence an exchange offer for its outstanding USF 8  1 / 2 % notes and its contingent convertible notes. The successful completion of this exchange would allow the company to access this revolver reserve under its recently amended credit agreement, therefore providing a significant source of new liquidity. More information regarding the exchange offer and credit agreement is provided below. The company also completed $21 million of sale and financing leaseback transactions and sold $68 million of excess property during the third quarter, including $10 million in pension deferral debt pay downs from these proceeds.

Key Segment Information

Third quarter 2009 compared to the third quarter 2008:

 

   

YRC National Transportation total shipments per day down 39.9% and total revenue per hundredweight, including fuel surcharge, down 11.5%.

 

   

YRC Regional Transportation total shipments per day down 22.7% and total revenue per hundredweight, including fuel surcharge, down 12.2%.


“Our third quarter sequential shipment trends have dramatically stabilized as compared to the trends from the first half of the year, while we continue to maintain pricing discipline in an increasingly competitive marketplace,” said Tim Wicks, President and Chief Operating Officer of YRC Worldwide.

Additional statistical information is available on the company’s website at yrcw.com under Investors, Earnings Releases & Operating Statistics.

Asset-Backed Securitization Facility Renewal and Credit Facility Amendment

The company renewed its asset-backed securitization facility (“ABS”) early with a total capacity of $400 million through October 2010, which was previously set to expire in February 2010. The due date of the $10 million ABS commitment fee previously payable on October 30, 2009 has also been extended to October 2010. In addition, the company has also amended its credit agreement. The renewed ABS and amended credit agreement provide for a deferral of nearly all of the lender interest and fees effective upon the closing of the note exchange. In the third quarter of 2009, the ABS and credit agreement interest and fees subject to the deferral provisions approximated $25 million. The amended credit facilities include the elimination of the minimum earnings before interest, taxes, depreciation and amortization (“EBITDA”) covenants for the fourth quarter of 2009 and the first quarter of 2010, and reset the remaining minimum EBITDA and minimum liquidity covenants. The revolver capacity under the credit agreement remains at $950 million, including the existing revolver reserve amount, which was $106 million as of the date of the amendment. Upon completion of the note exchange, the existing revolver reserve will extend through January 1, 2012. Additional details regarding the amendment to the credit agreement and ABS renewal will be provided in a Form 8-K filed with the SEC today.

“We continue to receive solid support from our lenders as we implement our recovery plan to manage through this severe economic downturn,” stated Sheila Taylor, Executive Vice President and CFO of YRC Worldwide. “With 100% of the credit facility and ABS lenders approving the amendments, they have once again demonstrated the belief they have in the value of this company and its potential, as the benefits of our strategic plans become more apparent in our results.”

Update on Proposed Note Exchange Offer Discussions

The company is currently in discussions with a committee of its noteholders regarding the terms of a proposed exchange offer for its outstanding USF 8  1 / 2 % notes and its contingent convertible notes. The successful completion of this exchange would allow the company to access the $106 million revolver reserve under its recently amended credit agreement, therefore providing a significant source of new liquidity.

“We have been in active dialogue with our noteholders and feel good about the progress being made. The exchange will be a key milestone in our comprehensive plan which is expected to improve our capital structure, reduce our debt and increase our cash flow,” stated Zollars.

Review of Financial Results

YRC Worldwide Inc. will host a conference call for shareholders and the investment community today, Friday, October 30, 2009 beginning at 9:30am ET, 8:30am CT. The conference call will be open to listeners via the YRC Worldwide Internet site yrcw.com. An audio playback will be available after the call also via the YRC Worldwide web site.

*    *    *    *    *


IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER

This release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any security. An exchange offer will only be made pursuant to exchange offer documents that are to be made available to the holders of the our notes and filed with the Securities and Exchange Commission (“SEC”). Holders of our notes are advised to read the exchange offer documents when they become available, as these documents will contain important information about the exchange offer. Copies of the exchange offer documents (when available) and other filed documents will be available for free at the SEC’s website at www.sec.gov, on the Company’s website at yrcw.com, or by making a request to YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100, Attention: Dan Churay, Executive Vice President, General Counsel and Secretary.

Forward-Looking Statements:

This news release and statements made on the conference call for shareholders and the investment community contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “expected,” “should,” “will,” “can,” and similar expressions are intended to identify forward-looking statements. It is important to note that the company’s actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including (among others) inflation, inclement weather, price and availability of fuel, sudden changes in the cost of fuel or the index upon which the company bases its fuel surcharge, competitor pricing activity, expense volatility, including (without limitation) expense volatility due to changes in rail service or pricing for rail service, ability to capture cost reductions, changes in equity and debt markets, a downturn in general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work stoppages, strikes or other disruptions, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction, and the risk factors that are from time to time included in the company’s reports filed with the SEC, including the company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Any exchange offer will be subject to a number of significant conditions, including, among other things, that holders of a specific percentage of the outstanding notes participate in the exchange offer. We cannot provide you with any assurances that such conditions to the exchange offer will be satisfied. We expect that the exchange offer, if completed, will result in our noteholders holding substantially all of our outstanding common stock.

*    *    *    *    *

YRC Worldwide Inc., a Fortune 500 company headquartered in Overland Park, Kan., is one of the largest transportation service providers in the world and the holding company for a portfolio of successful brands including YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and Reddaway. YRC Worldwide has the largest, most comprehensive network in North America with local, regional, national and international capabilities. Through its team of experienced service professionals, YRC Worldwide offers industry-leading expertise in heavyweight shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. Please visit yrcw.com for more information.

 

Investor Contact:    Paul Liljegren    Media Contact:    Suzanne Dawson
   YRC Worldwide Inc.       Linden Alschuler & Kaplan
   913.696.6108       212.329.1420
   Paul.Liljegren@yrcw.com       sdawson@lakpr.com


CONSOLIDATED BALANCE SHEETS

YRC Worldwide Inc. and Subsidiaries

(Amounts in thousands except per share data)

 

     September 30,
2009
    December 31,
2008
 
     (Unaudited)        

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 162,771      $ 325,349   

Accounts receivable, net

     648,891        837,055   

Prepaid expenses and other

     193,470        298,101   
                

Total current assets

     1,005,132        1,460,505   
                

PROPERTY AND EQUIPMENT:

    

Cost

     3,775,775        3,977,881   

Less - accumulated depreciation

     1,816,404        1,776,904   
                

Net property and equipment

     1,959,371        2,200,977   
                

OTHER ASSETS:

    

Intangibles, net

     170,664        184,769   

Other assets

     145,836        119,862   
                

Total assets

   $ 3,281,003      $ 3,966,113   
                

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

    

CURRENT LIABILITIES:

    

Accounts payable

   $ 256,556      $ 333,910   

Wages, vacations, and employees’ benefits

     278,128        356,410   

Other current and accrued liabilities

     403,385        489,994   

Current maturities of long-term debt

     749,800        562,321   
                

Total current liabilities

     1,687,869        1,742,635   
                

OTHER LIABILITIES:

    

Long-term debt, less current portion

     892,027        787,415   

Deferred income taxes, net

     131,487        242,663   

Pension and post retirement

     384,979        370,031   

Claims and other liabilities

     410,206        341,918   

SHAREHOLDERS’ EQUITY (DEFICIT):

    

Common stock, $1 par value per share

     62,617        62,413   

Preferred stock, $1 par value per share

     —          —     

Capital surplus

     1,264,891        1,239,586   

Accumulated deficit

     (1,296,816     (555,261

Accumulated other comprehensive loss

     (163,520     (172,550

Treasury stock, at cost (3,079 shares)

     (92,737     (92,737
                

Total shareholders’ equity (deficit)

     (225,565     481,451   
                

Total liabilities and shareholders’ equity (deficit)

   $ 3,281,003      $ 3,966,113   
                


STATEMENTS OF CONSOLIDATED OPERATIONS

YRC Worldwide Inc. and Subsidiaries

For the Three and Nine Months Ended September 30

(Amounts in thousands except per share data)

(Unaudited)

 

     Three Months     Nine Months  
     2009     2008     2009     2008  

OPERATING REVENUE

   $ 1,306,338      $ 2,380,258      $ 4,137,213      $ 7,011,578   
                                

OPERATING EXPENSES:

        

Salaries, wages and employees’ benefits

     835,527        1,315,473        3,014,883        4,009,043   

Operating expenses and supplies

     297,006        539,614        973,672        1,570,938   

Purchased transportation

     163,816        303,221        503,070        839,471   

Depreciation and amortization

     61,442        67,808        192,160        194,556   

Other operating expenses

     77,642        103,165        260,889        322,243   

(Gains) losses on property disposals, net

     (11,142     (15,466     (10,555     (8,927

Impairment charges

     —          823,064        —          823,064   
                                

Total operating expenses

     1,424,291        3,136,879        4,934,119        7,750,388   
                                

OPERATING INCOME (LOSS)

     (117,953     (756,621     (796,906     (738,810
                                

NONOPERATING (INCOME) EXPENSES:

        

Interest expense

     44,440        21,107        115,073        59,323   

Equity investment impairment

     —          —          30,374        —     

Other, net

     2,667        (1,028     6,539        (4,862
                                

Nonoperating expenses, net

     47,107        20,079        151,986        54,461   
                                

INCOME (LOSS) BEFORE INCOME TAXES

     (165,060     (776,700     (948,892     (793,271

INCOME TAX PROVISION (BENEFIT)

     (6,324     (55,823     (207,337     (61,802
                                

NET INCOME (LOSS)

   $ (158,736   $ (720,877   $ (741,555   $ (731,469
                                

AVERAGE SHARES OUTSTANDING-BASIC

     59,534        57,317        59,463        57,106   

AVERAGE SHARES OUTSTANDING-DILUTED

     59,534        57,317        59,463        57,106   

BASIC EARNINGS (LOSS) PER SHARE

   $ (2.67   $ (12.58   $ (12.47   $ (12.81

DILUTED EARNINGS (LOSS) PER SHARE

   $ (2.67   $ (12.58   $ (12.47   $ (12.81


STATEMENTS OF CONSOLIDATED CASH FLOWS

YRC Worldwide Inc. and Subsidiaries

For the Nine Months Ended September 30

(Amounts in thousands)

(Unaudited)

 

     2009     2008  

OPERATING ACTIVITIES:

    

Net income (loss)

   $ (741,555   $ (731,469

Noncash items included in net income (loss):

    

Depreciation and amortization

     192,160        194,556   

Stock compensation expense

     28,786        7,855   

Pension settlement charge

     7,968        —     

Curtailment gain

     —          (97,788

Equity investment impairment

     30,374        —     

Impairment charge

     —          823,064   

Gains on property disposals, net

     (10,555     (8,958

Deferred income tax provision (benefit), net

     (196,134     (38,620

Other noncash items, net

     25,965        (4,560

Changes in assets and liabilities, net:

    

Accounts receivable

     188,164        (21,269

Accounts payable

     (75,669     (45,666

Other operating assets

     67,768        28,797   

Other operating liabilities

     166,987        56,873   
                

Net cash (used in) provided by operating activities

     (315,741     162,815   
                

INVESTING ACTIVITIES:

    

Acquisition of property and equipment

     (35,179     (104,402

Proceeds from disposal of property and equipment

     106,010        78,796   

Investment in affiliate

     —          (34,289

Other

     3,462        (4,449
                

Net cash provided by (used in) investing activities

     74,293        (64,344
                

FINANCING ACTIVITIES:

    

Asset backed securitization borrowings (payments), net

     40,695        (38,000

Issuance of long-term debt

     305,130        —     

Repayment of long-term debt

     (211,048     (5,096

Debt issuance costs

     (55,907     (11,035

Proceeds from exercise of stock options

     —          50   
                

Net cash provided by (used in) financing activities

     78,870        (54,081
                

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (162,578     44,390   

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

     325,349        58,233   
                

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 162,771      $ 102,623   
                

SUPPLEMENTAL CASH FLOW INFORMATION

    

Pension contribution deferral transfer to debt

   $ 157,216      $ —     


SUPPLEMENTAL FINANCIAL INFORMATION

YRC Worldwide Inc. and Subsidiaries

For the Three and Nine Months Ended September 30

(Amounts in thousands)

(Unaudited)

 

     Three Months     Nine Months  
     2009     2008     % change     2009     2008     % change  

Operating revenue:

            

YRC National Transportation

   $ 849,304      $ 1,693,675      (49.9   $ 2,745,652      $ 4,946,363      (44.5

YRC Regional Transportation

     338,777        509,492      (33.5     1,031,800        1,555,511      (33.7

YRC Logistics

     102,361        165,312      (38.1     316,297        474,897      (33.4

YRC Truckload

     29,949        33,311      (10.1     83,470        90,369      (7.6

Eliminations

     (14,053     (21,532       (40,006     (55,562  
                                    

Consolidated

   $ 1,306,338      $ 2,380,258      (45.1   $ 4,137,213      $ 7,011,578      (41.0

Operating income (loss):

            

YRC National Transportation

   $ (122,042   $ (573,585     $ (661,290   $ (506,271  

YRC Regional Transportation

     293        (88,045       (122,178     (123,544  

YRC Logistics

     6,295        (90,552       (5,106     (89,757  

YRC Truckload

     (1,416     (1,433       (6,033     (10,422  

Corporate and other

     (1,083     (3,006       (2,299     (8,816  
                                    

Consolidated

   $ (117,953   $ (756,621     $ (796,906   $ (738,810  

Operating ratio:

            

YRC National Transportation

     114.4     133.9       124.1     110.2  

YRC Regional Transportation

     99.9     117.3       111.8     107.9  

YRC Logistics

     93.9     154.8       101.6     118.9  

YRC Truckload

     104.7     104.3       107.2     111.5  

Consolidated

     109.0     131.8       119.3     110.5  

(Gains) losses on property disposals, net:

            

YRC National Transportation

   $ (10,997   $ (5,385     $ (11,387   $ (1,212  

YRC Regional Transportation

     (188     (3,850       685        (2,844  

YRC Logistics

     (4     (6,187       24        (6,126  

YRC Truckload

     48        (44       124        927     

Corporate and other

     (1     —            (1     328     
                                    

Consolidated

   $ (11,142   $ (15,466     $ (10,555   $ (8,927  

SUPPLEMENTAL INFORMATION

 

     September 30,
2009
   December 31,
2008

Current debt:

     

Asset backed securitization borrowings

   $ 187,695    $ 147,000

Lease financing obligations

     1,553      —  

Pension contribution deferral obligation

     24,350      —  

Contingent convertible senior notes

     378,141      375,821

USF senior notes

     152,061      —  

Term loan

     —        38,500

Industrial development bonds

     6,000      1,000
             

Total current debt

     749,800      562,321

Long-term debt, less current portion:

     

Lease financing obligations

     299,602      —  

Pension contribution deferral obligation

     117,446      —  

USF senior notes

     —        154,915

Term loan

     112,716      111,500

Revolving credit facility

     362,263      515,000

Industrial development bonds

     —        6,000
             

Total long-term debt, less current portion

   $ 892,027    $ 787,415

Total debt

   $ 1,641,827    $ 1,349,736

Exhibit 99.2

YRC Worldwide Inc.

Segment Statistics

(amounts in thousands except workdays and per unit data)

 

     YRC National Transportation     YRC Regional Transportation  
     3Q09    3Q08    2Q09    Y/Y
%
    Sequential
%
    3Q09    3Q08    2Q09    Y/Y
%
    Sequential
%
 

Workdays

     64.0      64.0      63.5          64.0      63.0      62.5     

LTL revenue

   $ 774,114    $ 1,520,152    $ 798,681    (49.1   (3.1   $ 313,750    $ 466,551    $ 313,774    (32.8   (0.0

LTL tonnage

     1,636      2,837      1,719    (42.3   (4.8     1,333      1,726      1,336    (22.8   (0.2

LTL tonnage per day

     25.56      44.32      27.06    (42.3   (5.5     20.83      27.40      21.37    (24.0   (2.5

LTL shipments

     3,373      5,603      3,552    (39.8   (5.1     2,403      3,056      2,440    (21.4   (1.5

LTL shipments per day

     52.70      87.54      55.94    (39.8   (5.8     37.55      48.51      39.04    (22.6   (3.8

LTL revenue/cwt.

   $ 23.66    $ 26.80    $ 23.24    (11.7   1.8      $ 11.77    $ 13.52    $ 11.75    (12.9   0.2   

LTL revenue/cwt. (excl. FSC)

   $ 20.93    $ 21.38    $ 20.90    (2.1   0.1      $ 10.62    $ 11.09    $ 10.76    (4.2   (1.3

Mix adj. LTL revenue/cwt. (excl. FSC)

            0.2      0.3                

LTL revenue/shipment

   $ 230    $ 271    $ 225    (15.4   2.1      $ 131    $ 153    $ 129    (14.5   1.5   

LTL revenue/shipment (excl. FSC)

   $ 203    $ 216    $ 202    (6.2   0.4      $ 118    $ 125    $ 118    (5.9   0.1   

LTL weight/shipment

     970      1,013      968    (4.2   0.3        1,110      1,129      1,095    (1.8   1.4   

Total revenue (a)

   $ 834,742    $ 1,662,130    $ 863,283    (49.8   (3.3   $ 338,597    $ 508,831    $ 337,861    (33.5   0.2   

Total tonnage

     2,008      3,539      2,106    (43.3   (4.6     1,617      2,134      1,610    (24.2   0.4   

Total tonnage per day

     31.37      55.29      33.16    (43.3   (5.4     25.26      33.87      25.76    (25.4   (1.9

Total shipments

     3,418      5,690      3,600    (39.9   (5.0     2,442      3,111      2,478    (21.5   (1.4

Total shipments per day

     53.41      88.91      56.69    (39.9   (5.8     38.15      49.38      39.64    (22.7   (3.8

Total revenue/cwt.

   $ 20.79    $ 23.48    $ 20.50    (11.5   1.4      $ 10.47    $ 11.92    $ 10.49    (12.2   (0.2

Total revenue/cwt. (excl. FSC)

   $ 18.36    $ 18.68    $ 18.41    (1.7   (0.3   $ 9.41    $ 9.67    $ 9.57    (2.7   (1.7

 

(a)

Does not equal financial statement revenue due to revenue recognition adjustments between accounting periods. These amounts are used for internal management purposes only and should not be construed as a better measurement than operating revenue, as defined by generally accepted accounting principles, which for the third quarter of 2009 and 2008 is presented in Exhibit 99.1 to this Form 8-K and for the second quarter of 2009 is presented in Exhibit 99.1 to the Company’s Form 8-K/A filed with the SEC on July 31, 2009.