Condensed Consolidating Financial Statements

Guarantees of the 6% Convertible Senior Notes Due 2014

On February 23, 2010, and August 3, 2010, we issued $70 million in aggregate principal amount of our 6% convertible senior notes due 2014 (the “6% Notes”). In connection with the 6% Notes, the following 100% owned subsidiaries of YRC Worldwide have issued guarantees in favor of the holders of the notes: YRC Inc., YRC Enterprise Services, Inc., Roadway LLC, Roadway Next Day Corporation, YRC Regional Transportation, Inc., USF Holland Inc., USF Reddaway Inc., USF Glen Moore Inc. and YRC Logistics Services, Inc. Each of the guarantees is full and unconditional and joint and several, subject to customary release provisions. Effective December 31, 2011, USF Sales Corporation and IMUA Handling Corporation were released as guarantors in connection with their merger with and into YRC Regional Transportation, Inc.

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

The following represents condensed consolidating financial information as of September 30, 2012 and December 31, 2011, with respect to the financial position and for the three and nine months ended September 30, 2012 and 2011, for results of operations and for the nine months ended September 30, 2012 and 2011 for the cash flows of YRC Worldwide and its subsidiaries. The Parent column presents the financial information of YRC Worldwide, the primary obligor of the 6% Notes. The Guarantor Subsidiaries column presents the financial information of all guarantor subsidiaries of the 6% Notes. The Non-Guarantor Subsidiaries column presents the financial information of all non-guarantor subsidiaries, including those subsidiaries that are governed by foreign laws and YRCW Receivables LLC, the special-purpose entity that is associated with our ABL facility.

Condensed Consolidating Balance Sheets



As of September 30, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	131.3		$	17.7		$	40.4		$	—		$	189.4
Intercompany advances receivable	—			(36.4		)	36.4			—			—
Accounts receivable, net	3.1			(9.4		)	524.5			—			518.2
Prepaid expenses and other	(5.6		)	92.4			28.0			—			114.8
Total current assets	128.8			64.3			629.3			—			822.4
Property and equipment	0.6			2,678.8			186.8			—			2,866.2
Less – accumulated depreciation	(0.1		)	(1,547.3		)	(103.5		)	—			(1,650.9		)
Net property and equipment	0.5			1,131.5			83.3			—			1,215.3
Investment in subsidiaries	2,367.7			113.8			(31.0		)	(2,450.5		)	—
Receivable from affiliate	(1,436.9		)	890.2			546.7			—			—
Intangibles and other assets	416.5			206.9			55.8			(350.0		)	329.2
Total assets	$	1,476.6		$	2,406.7		$	1,284.1		$	(2,800.5	)	$	2,366.9
Intercompany advances payable	$	(1.6	)	$	(383.0	)	$	384.6		$	—		$	—
Accounts payable	42.1			112.5			14.6			—			169.2
Wages, vacations and employees’ benefits	14.6			200.2			13.9			—			228.7
Other current and accrued liabilities	96.5			151.4			26.2			—			274.1
Current maturities of long-term debt	7.8			—			2.3			—			10.1
Total current liabilities	159.4			81.1			441.6			—			682.1
Payable to affiliate	—			200.0			150.0			(350.0		)	—
Long-term debt, less current portion	1,056.9			—			310.4			—			1,367.3
Deferred income taxes, net	169.9			(142.8		)	4.8			—			31.9
Pension and postretirement	384.8			—			—			—			384.8
Claims and other liabilities	325.5			5.2			—			—			330.7
Commitments and contingencies
Shareholders’ equity (deficit)	(619.9		)	2,263.2			377.3			(2,450.5		)	(429.9		)
Total liabilities and shareholders’ equity (deficit)	$	1,476.6		$	2,406.7		$	1,284.1		$	(2,800.5	)	$	2,366.9



As of December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	142.0		$	20.0		$	38.5		$	—		$	200.5
Intercompany advances receivable	—			(46.4		)	46.4			—			—
Accounts receivable, net	5.1			9.4			462.3			—			476.8
Prepaid expenses and other	91.7			78.7			(9.7		)	—			160.7
Total current assets	238.8			61.7			537.5			—			838.0
Property and equipment	—			2,887.2			187.4			0.3			3,074.9
Less – accumulated depreciation	—			(1,639.5		)	(98.8		)	—			(1,738.3		)
Net property and equipment	—			1,247.7			88.6			0.3			1,336.6
Investment in subsidiaries	2,228.6			126.9			(13.1		)	(2,342.4		)	—
Receivable from affiliate	(1,122.9		)	644.1			478.8			—			—
Intangibles and other assets	386.5			216.2			58.0			(349.5		)	311.2
Total assets	$	1,731.0		$	2,296.6		$	1,149.8		$	(2,691.6	)	$	2,485.8
Intercompany advances payable	$	(1.6	)	$	(217.6	)	$	419.2		$	(200.0	)	$	—
Accounts payable	31.3			102.4			17.1			0.9			151.7
Wages, vacations and employees’ benefits	23.9			173.4			13.1			—			210.4
Other current and accrued liabilities	120.5			158.5			24.9			—			303.9
Current maturities of long-term debt	6.9			—			2.6			—			9.5
Total current liabilities	181.0			216.7			476.9			(199.1		)	675.5
Payable to affiliate	—			—			150.0			(150.0		)	—
Long-term debt, less current portion	1,083.0			—			262.2			—			1,345.2
Deferred income taxes, net	176.2			(149.0		)	4.5			—			31.7
Pension and postretirement	440.3			—			—			—			440.3
Claims and other liabilities	346.3			5.2			0.1			—			351.6
Commitments and contingencies
YRC Worldwide Inc. Shareholders’ equity (deficit)	(495.8		)	2,223.7			260.7			(2,342.5		)	(353.9		)
Non-controlling interest	—			—			(4.6		)	—			(4.6		)
Total Shareholders’ equity (deficit)	(495.8		)	2,223.7			256.1			(2,342.5		)	(358.5		)
Total liabilities and shareholders’ equity (deficit)	$	1,731.0		$	2,296.6		$	1,149.8		$	(2,691.6	)	$	2,485.8

Condensed Consolidating Comprehensive Income (Loss)



Three Months Ended September 30, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	1,130.8		$	106.0		$	—	$	1,236.8
Operating expenses:
Salaries, wages and employees’ benefits	8.3			644.9			47.8			—		701.0
Operating expenses and supplies	(7.1		)	258.6			23.9			—		275.4
Purchased transportation	—			108.6			18.2			—		126.8
Depreciation and amortization	—			40.9			3.7			—		44.6
Other operating expenses	0.9			58.7			4.4			—		64.0
Gains on property disposals, net	—			(2.2		)	(0.1		)	—		(2.3		)
Total operating expenses	2.1			1,109.5			97.9			—		1,209.5
Operating income (loss)	(2.1		)	21.3			8.1			—		27.3
Nonoperating (income) expenses:
Interest expense	24.4			(3.0		)	12.3			—		33.7
Other, net	77.7			(49.6		)	(28.3		)	—		(0.2		)
Nonoperating (income) expenses, net	102.1			(52.6		)	(16.0		)	—		33.5
Income (loss) before income taxes	(104.2		)	73.9			24.1			—		(6.2		)
Income tax provision (benefit)	(11.2		)	1.1			0.9			—		(9.2		)
Net income (loss) attributable to YRC Worldwide Inc.	(93.0		)	72.8			23.2			—		3.0
Other comprehensive income (loss), net of tax	(0.1		)	0.9			2.9			—		3.7
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(93.1	)	$	73.7		$	26.1		$	—	$	6.7



Three Months Ended September 30, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	1,161.0		$	115.4		$	—	$	1,276.4
Operating expenses:
Salaries, wages and employees’ benefits	1.9			687.4			52.9			—		742.2
Operating expenses and supplies	10.0			271.5			24.6			—		306.1
Purchased transportation	—			119.7			22.5			—		142.2
Depreciation and amortization	—			42.8			3.9			—		46.7
Other operating expenses	2.2			69.6			4.3			—		76.1
Gains on property disposals, net	—			(10.5		)	(0.3		)	—		(10.8		)
Total operating expenses	14.1			1,180.5			107.9			—		1,302.5
Operating income (loss)	(14.1		)	(19.5		)	7.5			—		(26.1		)
Nonoperating (income) expenses:
Interest expense	26.2			1.1			10.4			—		37.7
Other, net	177.8			(57.6		)	(52.8		)	—		67.4
Nonoperating (income) expenses, net	204.0			(56.5		)	(42.4		)	—		105.1
Income (loss) before income taxes	(218.1		)	37.0			49.9			—		(131.2		)
Income tax provision (benefit)	0.5			(9.4		)	0.3			—		(8.6		)
Net income (loss)	(218.6		)	46.4			49.6			—		(122.6		)
Less: Net loss attributable to non-controlling interest	—			—			(0.3		)	—		(0.3		)
Net income (loss) attributable to YRC Worldwide Inc.	(218.6		)	46.4			49.9			—		(122.3		)
Amortization of beneficial conversion feature on preferred stock	(58.0		)	—			—			—		(58.0		)
Net income (loss) attributable to Common Shareholders	(276.6		)	46.4			49.9			—		(180.3		)
Other comprehensive income (loss), net of tax	1.6			(3.8		)	(4.3		)	—		(6.5		)
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(275.0	)	$	42.6		$	45.6		$	—	$	(186.8	)



For the nine months ended September 30, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	3,362.3		$	319.6		$	—	$	3,681.9
Operating expenses:
Salaries, wages and employees’ benefits	26.8			1,957.1			145.9			—		2,129.8
Operating expenses and supplies	(22.8		)	807.7			69.5			—		854.4
Purchased transportation	—			314.9			57.8			—		372.7
Depreciation and amortization	0.1			128.4			10.9			—		139.4
Other operating expenses	2.8			174.7			14.5			—		192.0
Gains on property disposals, net	—			(0.3		)	(0.2		)	—		(0.5		)
Total operating expenses	6.9			3,382.5			298.4			—		3,687.8
Operating income (loss)	(6.9		)	(20.2		)	21.2			—		(5.9		)
Nonoperating (income) expenses:
Interest expense	77.8			(2.4		)	36.2			—		111.6
Other, net	226.6			(141.9		)	(87.9		)	—		(3.2		)
Nonoperating (income) expenses, net	304.4			(144.3		)	(51.7		)	—		108.4
Income (loss) before income taxes	(311.3		)	124.1			72.9			—		(114.3		)
Income tax provision (benefit)	(16.0		)	1.0			1.9			—		(13.1		)
Net income (loss)	(295.3		)	123.1			71.0			—		(101.2		)
Less: Net income attributable to non-controlling interest	—			—			3.9			—		3.9
Net income (loss) attributable to YRC Worldwide Inc.	(295.3		)	123.1			67.1			—		(105.1		)
Other comprehensive income, net of tax	0.6			6.1			3.2			—		9.9
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(294.7	)	$	129.2		$	70.3		$	—	$	(95.2	)



For the nine months ended September 30, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	3,325.7		$	330.8		$	—	$	3,656.5
Operating expenses:
Salaries, wages and employees’ benefits	3.8			1,963.6			159.6			—		2,127.0
Operating expenses and supplies	30.5			788.2			71.9			—		890.6
Purchased transportation	—			338.8			63.8			—		402.6
Depreciation and amortization	—			132.8			11.8			—		144.6
Other operating expenses	9.2			191.7			12.0			—		212.9
Gains on property disposals, net	—			(21.1		)	—			—		(21.1		)
Total operating expenses	43.5			3,394.0			319.1			—		3,756.6
Operating income (loss)	(43.5		)	(68.3		)	11.7			—		(100.1		)
Nonoperating (income) expenses:
Interest expense	91.0			2.6			23.0			—		116.6
Other, net	320.2			(154.5		)	(98.4		)	—		67.3
Nonoperating (income) expenses, net	411.2			(151.9		)	(75.4		)	—		183.9
Income (loss) before income taxes	(454.7		)	83.6			87.1			—		(284.0		)
Income tax provision (benefit)	(6.6		)	(9.7		)	0.5			—		(15.8		)
Net income (loss)	(448.1		)	93.3			86.6			—		(268.2		)
Less: Net loss attributable to non-controlling interest	—			—			(1.2		)	—		(1.2		)
Net income (loss) attributable to YRC Worldwide Inc.	(448.1		)	93.3			87.8			—		(267.0		)
Amortization of beneficial conversion feature on preferred stock	(58.0		)	—			—			—		(58.0		)
Net income (loss) attributable to Common Shareholders	(506.1		)	93.3			87.8			—		(325.0		)
Other comprehensive income (loss), net of tax	1.6			(0.8		)	(2.4		)	—		(1.6		)
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(504.5	)	$	92.5		$	85.4		$	—	$	(326.6	)

Condensed Consolidating Statements of Cash Flows



For the nine months ended September 30, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(368.4	)	$	289.2		$	31.2		$	—	$	(48.0	)
Investing activities:
Acquisition of property and equipment	—			(46.8		)	(1.3		)	—		(48.1		)
Proceeds from disposal of property and equipment	(5.1		)	44.1			0.2			—		39.2
Restricted amounts held in escrow	23.9			—			—			—		23.9
Other	2.4			—			—			—		2.4
Net cash provided by (used in) investing activities	21.2			(2.7		)	(1.1		)	—		17.4
Financing activities:
Issuance (repayment) of long-term debt, net	(18.7		)	—			43.3			—		24.6
Debt issuance cost	(2.0		)	—			(3.1		)	—		(5.1		)
Intercompany advances / repayments	357.2			(288.8		)	(68.4		)	—		—
Net cash provided by (used in) financing activities	336.5			(288.8		)	(28.2		)	—		19.5
Net increase (decrease) in cash and cash equivalents	(10.7		)	(2.3		)	1.9			—		(11.1		)
Cash and cash equivalents, beginning of period	142.0			20.0			38.5			—		200.5
Cash and cash equivalents, end of period	$	131.3		$	17.7		$	40.4		$	—	$	189.4



For the nine months ended September 30, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(265.5	)	$	246.4		$	(33.7	)	$	—	$	(52.8	)
Investing activities:
Acquisition of property and equipment	—			(33.0		)	(3.1		)	—		(36.1		)
Proceeds from disposal of property and equipment	—			42.5			0.9			—		43.4
Restricted amounts held in escrow	(68.5		)	—			(90.0		)	—		(158.5		)
Other	2.1			1.0			0.4					3.5
Net cash provided by (used in) investing activities	(66.4		)	10.5			(91.8		)	—		(147.7		)
Financing activities:
Asset backed securitization borrowings , net	—			—			(122.8		)	—		(122.8		)
Issuance of long-term debt, net	142.9			—			232.2			—		375.1
Debt issuance cost	(22.9		)	—			(7.6		)	—		(30.5		)
Equity issuance cost	(1.5		)	—			—			—		(1.5		)
Intercompany advances / repayments	213.8			(254.8		)	41.0			—		—
Net cash provided by (used in) financing activities	332.3			(254.8		)	142.8			—		220.3
Net increase in cash and cash equivalents	0.4			2.1			17.3			—		19.8
Cash and cash equivalents, beginning of period	119.6			10.2			13.2			—		143.0
Cash and cash equivalents, end of period	$	120.0		$	12.3		$	30.5		$	—	$	162.8

Guarantees of the 10% Series A Convertible Senior Secured Notes and the 10% Series B Convertible Senior Secured Notes

On July 22, 2011, we issued $140 million in aggregate principal amount of new 10% series A convertible senior secured notes and $100 million in aggregate principal amount of new 10% series B convertible senior secured notes both due 2015 (collectively, the “New Convertible Secured Notes”). In connection with the New Convertible Secured Notes, the following 100% owned subsidiaries of YRC Worldwide issued guarantees in favor of the holders of the New Convertible Secured Notes: YRC Inc., YRC Enterprise Services, Inc., Roadway LLC, Roadway Reverse Logistics, Inc., Roadway Express International, Inc., Roadway Next Day Corporation, New Penn Motor Express Inc., YRC Regional Transportation, Inc., USF Holland Inc., USF Reddaway Inc., USF Glen Moore Inc., YRC Logistics Services, Inc., USF Bestway Inc., USF Dugan Inc., USF RedStar LLC, YRC Mortgages, LLC, YRC Association Solutions Inc., YRC International Investments Inc., and Express Lane Services Inc. Each of the guarantees is full and unconditional and joint and several, subject to customary release provisions. Effective December 31, 2011, USF Technology Services Inc. was released as a guarantor in connection with its merger with and into USF Canada, Inc. Effective December 31, 2011, USF Sales Corporation, USF Canada Inc., USF Mexico Inc,. USFreightways and IMUA Handling Corporation were released as guarantors in connection with their merger with and into YRC Regional Transportation, Inc.

The following represents condensed consolidating financial information as of September 30, 2012 and December 31, 2011, with respect to the financial position and for the three and nine months ended September 30, 2012 and 2011, for results of operations and for the nine months ended September 30, 2012 and 2011 for the statement of cash flows of YRC Worldwide and its subsidiaries. The Parent column presents the financial information of YRC Worldwide, the primary obligor of the New Convertible Secured Notes. The Guarantor Subsidiaries column presents the financial information of all guarantor subsidiaries of the New Convertible Secured Notes. The Non-Guarantor Subsidiaries column presents the financial information of all non-guarantor subsidiaries, including those subsidiaries that are governed by foreign laws and YRCW Receivables LLC, the special-purpose entity that is associated with our ABL facility.

Condensed Consolidating Balance Sheets



September 30, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	131.3		$	18.7		$	39.4		$	—		$	189.4
Intercompany advances receivable	—			(36.4		)	36.4			—			—
Accounts receivable, net	3.1			22.2			492.9			—			518.2
Prepaid expenses and other	(5.6		)	110.0			10.4			—			114.8
Total current assets	128.8			114.5			579.1			—			822.4
Property and equipment	0.6			2,811.2			54.4			—			2,866.2
Less – accumulated depreciation	(0.1		)	(1,611.8		)	(39.0		)	—			(1,650.9		)
Net property and equipment	0.5			1,199.4			15.4			—			1,215.3
Investment in subsidiaries	2,367.7			100.3			(17.5		)	(2,450.5		)	—
Receivable from affiliate	(1,436.9		)	1,081.1			355.8			—			—
Intangibles and other assets	416.5			91.5			21.2			(200.0		)	329.2
Total assets	$	1,476.6		$	2,586.8		$	954.0		$	(2,650.5	)	$	2,366.9
Intercompany advances payable	$	(1.6	)	$	(383.0	)	$	384.6		$	—		$	—
Accounts payable	42.1			117.6			9.5			—			169.2
Wages, vacations and employees’ benefits	14.6			210.6			3.5			—			228.7
Other current and accrued liabilities	96.5			158.6			19.0			—			274.1
Current maturities of long-term debt	7.8			—			2.3			—			10.1
Total current liabilities	159.4			103.8			418.9			—			682.1
Payable to affiliate	—			200.0			—			(200.0		)	—
Long-term debt, less current portion	1,056.9			—			310.4			—			1,367.3
Deferred income taxes, net	169.9			(143.2		)	5.2			—			31.9
Pension and postretirement	384.8			—			—			—			384.8
Claims and other liabilities	325.5			5.2			—			—			330.7
Commitments and contingencies	—			—			—			—			—
Shareholders’ equity (deficit)	(619.9		)	2,421.0			219.5			(2,450.5		)	(429.9		)
Total liabilities and shareholders’ equity (deficit)	$	1,476.6		$	2,586.8		$	954.0		$	(2,650.5	)	$	2,366.9



December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	142.0		$	21.1		$	37.4		$	—		$	200.5
Intercompany advances receivable	—			(46.4		)	46.4			—			—
Accounts receivable, net	5.1			37.1			434.6			—			476.8
Prepaid expenses and other	91.7			85.2			(16.2		)	—			160.7
Total current assets	238.8			97.0			502.2			—			838.0
Property and equipment	—			3,019.8			54.8			0.3			3,074.9
Less – accumulated depreciation	—			(1,699.1		)	(39.2		)	—			(1,738.3		)
Net property and equipment	—			1,320.7			15.6			0.3			1,336.6
Investment in subsidiaries	2,228.6			121.3			(7.5		)	(2,342.4		)	—
Receivable from affiliate	(1,122.9		)	754.4			368.5			—			—
Intangibles and other assets	386.5			254.5			19.7			(349.5		)	311.2
Total assets	$	1,731.0		$	2,547.9		$	898.5		$	(2,691.6	)	$	2,485.8
Intercompany advances payable	$	(1.6	)	$	(217.6	)	$	419.2		$	(200.0	)	$	—
Accounts payable	31.3			106.9			12.6			0.9			151.7
Wages, vacations and employees’ benefits	23.9			182.3			4.2			—			210.4
Other current and accrued liabilities	120.5			167.4			16.0			—			303.9
Current maturities of long-term debt	6.9			—			2.6			—			9.5
Total current liabilities	181.0			239.0			454.6			(199.1		)	675.5
Payable to affiliate	—			150.0			—			(150.0		)	—
Long-term debt, less current portion	1,083.0			—			262.2			—			1,345.2
Deferred income taxes, net	176.2			(149.4		)	4.9			—			31.7
Pension and postretirement	440.3			—			—			—			440.3
Claims and other liabilities	346.3			5.2			0.1			—			351.6
Commitments and contingencies
YRC Worldwide Inc. Shareholders’ equity (deficit)	(495.8		)	2,303.1			181.3			(2,342.5		)	(353.9		)
Non-controlling interest	—			—			(4.6		)	—			(4.6		)
Total Shareholders’ equity (deficit)	(495.8		)	2,303.1			176.7			(2,342.5		)	(358.5		)
Total liabilities and shareholders’ equity (deficit)	$	1,731.0		$	2,547.9		$	898.5		$	(2,691.6	)	$	2,485.8

Condensed Consolidating Comprehensive Income (Loss)



For the three months ended September 30, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	1,196.9		$	39.9		$	—	$	1,236.8
Operating expenses:
Salaries, wages and employees’ benefits	8.3			677.9			14.8			—		701.0
Operating expenses and supplies	(7.1		)	271.9			10.6			—		275.4
Purchased transportation	—			114.5			12.3			—		126.8
Depreciation and amortization	—			43.9			0.7			—		44.6
Other operating expenses	0.9			62.2			0.9			—		64.0
Gains on property disposals, net	—			(2.3		)	—			—		(2.3		)
Total operating expenses	2.1			1,168.1			39.3			—		1,209.5
Operating income (loss)	(2.1		)	28.8			0.6			—		27.3
Nonoperating (income) expenses:
Interest expense	24.4			(3.1		)	12.4			—		33.7
Other, net	77.7			(51.1		)	(26.8		)	—		(0.2		)
Nonoperating (income) expenses, net	102.1			(54.2		)	(14.4		)	—		33.5
Income (loss) before income taxes	(104.2		)	83.0			15.0			—		(6.2		)
Income tax provision (benefit)	(11.2		)	1.1			0.9			—		(9.2		)
Net income (loss) attributable to YRC Worldwide Inc.	(93.0		)	81.9			14.1			—		3.0
Other comprehensive income (loss), net of tax	(0.1		)	0.8			3.0			—		3.7
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(93.1	)	$	82.7		$	17.1		$	—	$	6.7



For the three months ended September 30, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	1,226.9		$	49.5		$	—	$	1,276.4
Operating expenses:
Salaries, wages and employees’ benefits	1.9			723.7			16.6			—		742.2
Operating expenses and supplies	10.0			284.1			12.0			—		306.1
Purchased transportation	—			125.9			16.3			—		142.2
Depreciation and amortization	—			45.8			0.9			—		46.7
Other operating expenses	2.2			72.5			1.4			—		76.1
Gains on property disposals, net	—			(10.4		)	(0.4		)	—		(10.8		)
Total operating expenses	14.1			1,241.6			46.8			—		1,302.5
Operating income (loss)	(14.1		)	(14.7		)	2.7			—		(26.1		)
Nonoperating (income) expenses:
Interest expense	26.2			1.1			10.4			—		37.7
Other, net	177.8			(66.5		)	(43.9		)	—		67.4
Nonoperating (income) expenses, net	204.0			(65.4		)	(33.5		)	—		105.1
Income (loss) before income taxes	(218.1		)	50.7			36.2			—		(131.2		)
Income tax provision (benefit)	0.5			(9.5		)	0.4			—		(8.6		)
Net income (loss)	(218.6		)	60.2			35.8			—		(122.6		)
Less: Net loss attributable to non-controlling interest	—			—			(0.3		)	—		(0.3		)
Net income (loss) attributable to YRC Worldwide Inc.	(218.6		)	60.2			36.1			—		(122.3		)
Amortization of beneficial conversion feature on preferred stock	(58.0		)	—			—			—		(58.0		)
Net income (loss) attributable to Common Shareholders	(276.6		)	60.2			36.1			—		(180.3		)
Other comprehensive income (loss), net of tax	1.6			(3.7		)	(4.4		)	—		(6.5		)
Comprehensive income (loss) attributable to YRC Worldwide Shareholders	$	(275.0	)	$	56.5		$	31.7		$	—	$	(186.8	)



For the nine months ended September 30, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	3,557.7		$	124.2		$	—	$	3,681.9
Operating expenses:
Salaries, wages and employees’ benefits	26.8			2,056.9			46.1			—		2,129.8
Operating expenses and supplies	(22.8		)	847.3			29.9			—		854.4
Purchased transportation	—			333.1			39.6			—		372.7
Depreciation and amortization	0.1			137.5			1.8			—		139.4
Other operating expenses	2.8			185.5			3.7			—		192.0
Gains on property disposals, net	—			(0.4		)	(0.1		)	—		(0.5		)
Total operating expenses	6.9			3,559.9			121.0			—		3,687.8
Operating income (loss)	(6.9		)	(2.2		)	3.2			—		(5.9		)
Nonoperating (income) expenses:
Interest expense	77.8			(2.4		)	36.2			—		111.6
Other, net	226.6			(145.9		)	(83.9		)	—		(3.2		)
Nonoperating (income) expenses, net	304.4			(148.3		)	(47.7		)	—		108.4
Income (loss) before income taxes	(311.3		)	146.1			50.9			—		(114.3		)
Income tax provision (benefit)	(16.0		)	1.0			1.9					(13.1		)
Net income (loss)	(295.3		)	145.1			49.0			—		(101.2		)
Less: Net income attributable to non-controlling interest	—			—			3.9			—		3.9
Net income (loss) attributable to YRC Worldwide Inc.	(295.3		)	145.1			45.1			—		(105.1		)
Other comprehensive income, net of tax	0.6			6.1			3.2			—		9.9
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(294.7	)	$	151.2		$	48.3		$	—	$	(95.2	)



For the nine months ended September 30, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	3,515.9		$	140.6		$	—	$	3,656.5
Operating expenses:
Salaries, wages and employees’ benefits	3.8			2,071.9			51.3			—		2,127.0
Operating expenses and supplies	30.5			825.2			34.9			—		890.6
Purchased transportation	—			356.3			46.3			—		402.6
Depreciation and amortization	—			142.0			2.6			—		144.6
Other operating expenses	9.2			199.8			3.9			—		212.9
Gains on property disposals, net	—			(21.0		)	(0.1		)	—		(21.1		)
Total operating expenses	43.5			3,574.2			138.9			—		3,756.6
Operating income (loss)	(43.5		)	(58.3		)	1.7			—		(100.1		)
Nonoperating (income) expenses:
Interest expense	91.0			2.6			23.0			—		116.6
Other, net	320.2			(177.6		)	(75.3		)	—		67.3
Nonoperating (income) expenses, net	411.2			(175.0		)	(52.3		)	—		183.9
Income (loss) before income taxes	(454.7		)	116.7			54.0			—		(284.0		)
Income tax provision (benefit)	(6.6		)	(9.8		)	0.6			—		(15.8		)
Net income (loss)	(448.1		)	126.5			53.4			—		(268.2		)
Less: Net loss attributable to non-controlling interest	—			—			(1.2		)	—		(1.2		)
Net income (loss) attributable to YRC Worldwide Inc.	(448.1		)	126.5			54.6			—		(267.0		)
Amortization of beneficial conversion feature on preferred stock	(58.0		)	—			—			—		(58.0		)
Net income (loss) attributable to Common Shareholders	(506.1		)	126.5			54.6			—		(325.0		)
Other comprehensive income (loss), net of tax	1.6			(0.8		)	(2.4		)	—		(1.6		)
Comprehensive income (loss) attributable to YRC Worldwide Shareholders	$	(504.5	)	$	125.7		$	52.2		$	—	$	(326.6	)

Condensed Consolidating Statements of Cash Flows



For the nine months ended September 30, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(368.4	)	$	316.0		$	4.4		$	—	$	(48.0	)
Investing activities:
Acquisition of property and equipment	—			(47.2		)	(0.9		)	—		(48.1		)
Proceeds from disposal of property and equipment	(5.1		)	44.3			—			—		39.2
Restricted amounts held in escrow	23.9			—			—			—		23.9
Other	2.4			—			—			—		2.4
Net cash provided by (used in) investing activities	21.2			(2.9		)	(0.9		)	—		17.4
Financing activities:
Issuance (repayment) of long-term debt, net	(18.7		)	—			43.3			—		24.6
Debt issuance cost	(2.0		)	—			(3.1		)	—		(5.1		)
Intercompany advances / repayments	357.2			(315.5		)	(41.7		)	—		—
Net cash provided by (used in) financing activities	336.5			(315.5		)	(1.5		)	—		19.5
Net increase (decrease) in cash and cash equivalents	(10.7		)	(2.4		)	2.0			—		(11.1		)
Cash and cash equivalents, beginning of period	142.0			21.1			37.4			—		200.5
Cash and cash equivalents, end of period	$	131.3		$	18.7		$	39.4		$	—	$	189.4



For the nine months ended September 30, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(265.5	)	$	284.6		$	(71.9	)	$	—	$	(52.8	)
Investing activities:
Acquisition of property and equipment	—			(34.7		)	(1.4		)	—		(36.1		)
Proceeds from disposal of property and equipment	—			41.8			1.6			—		43.4
Restricted amounts held in escrow	(68.5		)	—			(90.0		)	—		(158.5		)
Other	2.1			1.0			0.4			—		3.5
Net cash provided by (used in) investing activities	(66.4		)	8.1			(89.4		)	—		(147.7		)
Financing activities:
Asset backed securitization borrowings , net	—			—			(122.8		)	—		(122.8		)
Issuance of long-term debt, net	142.9			—			232.2			—		375.1
Debt issuance cost	(22.9		)	—			(7.6		)	—		(30.5		)
Equity issuance cost	(1.5		)	—			—			—		(1.5		)
Intercompany advances / repayments	213.8			(288.4		)	74.6			—		—
Net cash provided by (used in) financing activities	332.3			(288.4		)	176.4			—		220.3
Net increase in cash and cash equivalents	0.4			4.3			15.1			—		19.8
Cash and cash equivalents, beginning of period	119.6			8.6			14.8			—		143.0
Cash and cash equivalents, end of period	$	120.0		$	12.9		$	29.9		$	—	$	162.8