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 management does 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 December 31, 2012 and December 31, 2011, with respect to the financial position and for the years ended December 31, 2012, 2011 and 2010, for results of operations and 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 convertible senior notes. The Guarantor Subsidiaries column presents the financial information of all guarantor subsidiaries of the convertible senior 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 December 31, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	151.9		$	13.6		$	43.2		$	—		$	208.7
Intercompany advances receivable	—			(28.8		)	28.8			—			—
Accounts receivable, net	3.3			(7.4		)	464.2			—			460.1
Prepaid expenses and other	93.7			9.7			1.9			—			105.3
Total current assets	248.9			(12.9		)	538.1			—			774.1
Property and equipment	0.7			2,681.7			186.6			—			2,869.0
Less – accumulated depreciation	(0.2		)	(1,572.5		)	(104.9		)	—			(1,677.6		)
Net property and equipment	0.5			1,109.2			81.7			—			1,191.4
Investment in subsidiaries	1,463.5			162.7			(17.6		)	(1,608.6		)	—
Receivable from affiliate	(592.8		)	168.6			424.2			—			—
Intangibles and other assets	354.1			203.6			52.3			(350.0		)	260.0
Total assets	$	1,474.2		$	1,631.2		$	1,078.7		$	(1,958.6	)	$	2,225.5
Intercompany advances payable	$	(11.8	)	$	(294.5	)	$	306.3		$	—		$	—
Accounts payable	42.1			107.6			12.3			—			162.0
Wages, vacations and employees’ benefits	13.2			163.9			13.8			—			190.9
Other current and accrued liabilities	193.5			30.3			9.4			—			233.2
Current maturities of long-term debt	6.8			—			2.3			—			9.1
Total current liabilities	243.8			7.3			344.1			—			595.2
Payable to affiliate	—			200.0			150.0			(350.0		)	—
Long-term debt, less current portion	1,054.7			—			311.6			—			1,366.3
Deferred income taxes, net	228.2			(224.6		)	(3.6		)	—			—
Pension and postretirement	548.8			—			—			—			548.8
Claims and other liabilities	302.9			40.1			1.3			—			344.3
Commitments and contingencies
Shareholders’ equity (deficit)	(904.2		)	1,608.4			275.3			(1,608.6		)	(629.1		)
Total liabilities and shareholders’ equity (deficit)	$	1,474.2		$	1,631.2		$	1,078.7		$	(1,958.6	)	$	2,225.5



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 Statements of Comprehensive Income (Loss)



For the year ended December 31, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	4,434.2		$	416.3		$	—	$	4,850.5
Operating expenses:
Salaries, wages and employees’ benefits	35.7			2,554.7			196.1			—		2,786.5
Operating expenses and supplies	(32.3		)	1,068.5			92.7			—		1,128.9
Purchased transportation	—			416.8			72.0			—		488.8
Depreciation and amortization	0.2			169.1			14.5			—		183.8
Other operating expenses	3.5			226.9			17.7			—		248.1
Gains on property disposals, net	0.1			(9.6		)	(0.2		)	—		(9.7		)
Total operating expenses	7.2			4,426.4			392.8			—		4,826.4
Operating income (loss)	(7.2		)	7.8			23.5			—		24.1
Nonoperating (income) expenses:
Interest expense	103.9			(1.9		)	48.8			—		150.8
Equity investment impairment	30.8			—			—			—		30.8
Other, net	278.6			(154.0		)	(130.6		)	—		(6.0		)
Nonoperating (income) expenses, net	413.3			(155.9		)	(81.8		)	—		175.6
Income (loss) before income taxes	(420.5		)	163.7			105.3			—		(151.5		)
Income tax provision (benefit)	1.0			(21.9		)	5.9			—		(15.0		)
Net income (loss)	(421.5		)	185.6			99.4			—		(136.5		)
Less: Net income attributable to non-controlling interest	—			—			3.9			—		3.9
Net income (loss) attributable to YRC Worldwide Inc.	(421.5		)	185.6			95.5			—		(140.4		)
Other comprehensive loss, net of tax	(8.5		)	(149.3		)	(0.5		)	—		(158.3		)
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(430.0	)	$	36.3		$	95.0		$	—	$	(298.7	)



For the year ended December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	4,430.1		$	438.7		$	—	$	4,868.8
Operating expenses:
Salaries, wages and employees’ benefits	4.5			2,599.1			210.1			—		2,813.7
Operating expenses and supplies	32.7			1,060.5			101.3			—		1,194.5
Purchased transportation	—			449.7			85.7			—		535.4
Depreciation and amortization	—			176.0			19.7			—		195.7
Other operating expenses	10.0			250.3			15.6			—		275.9
Gains on property disposals, net	0.4			(8.8		)	0.2			—		(8.2		)
Total operating expenses	47.6			4,526.8			432.6			—		5,007.0
Operating income (loss)	(47.6		)	(96.7		)	6.1			—		(138.2		)
Nonoperating (income) expenses:
Interest expense	121.8			(0.4		)	34.8			—		156.2
Other, net	345.1			(161.5		)	(116.1		)	—		67.5
Nonoperating (income) expenses, net	466.9			(161.9		)	(81.3		)	—		223.7
Income (loss) before income taxes	(514.5		)	65.2			87.4			—		(361.9		)
Income tax provision (benefit)	(19.9		)	(12.7		)	25.1			—		(7.5		)
Net income (loss)	(494.6		)	77.9			62.3			—		(354.4		)
Less: Net loss attributable to non-controlling interest	—			—			(3.1		)	—		(3.1		)
Net income (loss) attributable to YRC Worldwide Inc.	(494.6		)	77.9			65.4			—		(351.3		)
Amortization of beneficial conversion feature on preferred stock	(58.0		)	—			—			—		(58.0		)
Net income (loss) attributable to Common Shareholders	(552.6		)	77.9			65.4			—		(409.3		)

Net income (loss) attributable to YRC Worldwide Inc.	(494.6		)	77.9			65.4			—		(351.3		)
Other comprehensive income (loss), net of tax	1.7			5.9			(2.1		)	—		5.5
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(492.9	)	$	83.8		$	63.3		$	—	$	(345.8	)



For the year ended December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenue	$	—		$	3,942.0		$	397.0		$	(4.4	)	$	4,334.6
Operating expenses:
Salaries, wages and employees’ benefits	14.3			2,478.3			210.1			—			2,702.7
Operating expenses and supplies	(13.7		)	885.6			73.4			—			945.3
Purchased transportation	—			389.0			71.2			(4.4		)	455.8
Depreciation and amortization	—			184.8			16.2			—			201.0
Other operating expenses	4.1			230.3			13.7			—			248.1
Gains on property disposals, net	—			2.4			1.9			—			4.3
Impairment charges	—			—			5.3			—			5.3
Total operating expenses	4.7			4,170.4			391.8			(4.4		)	4,562.5
Operating income (loss)	(4.7		)	(228.4		)	5.2			—			(227.9		)
Nonoperating (income) expenses:
Interest expense	130.0			(3.3		)	32.5			—			159.2
Equity investment impairment	—			—			12.3			—			12.3
Other, net	195.7			(123.2		)	(71.0		)	—			1.5
Nonoperating (income) expenses, net	325.7			(126.5		)	(26.2		)	—			173.0
Income (loss) from continuing operations before income taxes	(330.4		)	(101.9		)	31.4			—			(400.9		)
Income tax provision (benefit)	100.8			(219.0		)	22.0			—			(96.2		)
Net income (loss) from continuing operations	(431.2		)	117.1			9.4			—			(304.7		)
Net income (loss) from discontinued operations, net of tax	—			(23.8		)	0.7			—			(23.1		)
Net income (loss)	(431.2		)	93.3			10.1			—			(327.8		)
Less: Net loss attributable to non-controlling interest	—			—			(2.0		)	—			(2.0		)
Net income (loss) attributable to YRC Worldwide Inc.	(431.2		)	93.3			12.1			—			(325.8		)
Other comprehensive income (loss), net of tax	3.9			(92.4		)	(6.6		)	—			(95.1		)
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(427.3	)	$	0.9		$	5.5		$	—		$	(420.9	)

Condensed Consolidating Statements of Cash Flows



For the year ended December 31, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(453.3	)	$	311.7		$	115.7		$	—	$	(25.9	)
Investing activities:
Acquisition of property and equipment	—			(64.0		)	(2.4		)	—		(66.4		)
Proceeds from disposal of property and equipment	(5.1		)	55.2			0.3			—		50.4
Restricted amounts held in escrow	33.4			—			—			—		33.4
Other	2.4			—			—			—		2.4
Net cash provided by (used in) investing activities	30.7			(8.8		)	(2.1		)	—		19.8
Financing activities:
Issuance of long-term debt	—			—			45.0			—		45.0
Repayment of long-term debt	(23.4		)	—			(2.2		)	—		(25.6		)
Debt issuance cost	(2.0		)	—			(3.1		)	—		(5.1		)
Intercompany advances / repayments	457.9			(309.3		)	(148.6		)	—		—
Net cash provided by (used in) financing activities	432.5			(309.3		)	(108.9		)	—		14.3
Net increase (decrease) in cash and cash equivalents	9.9			(6.4		)	4.7			—		8.2
Cash and cash equivalents, beginning of period	142.0			20.0			38.5			—		200.5
Cash and cash equivalents, end of period	$	151.9		$	13.6		$	43.2		$	—	$	208.7



For the year ended December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(334.7	)	$	264.0		$	44.7		$	—	$	(26.0	)
Investing activities:
Acquisition of property and equipment	—			(66.9		)	(4.7		)	—		(71.6		)
Proceeds from disposal of property and equipment	—			66.3			1.2			—		67.5
Disposition of affiliate	—			0.8			(0.8		)	—		—
Restricted amounts held in escrow	(155.9		)	—			—			—		(155.9		)
Other	2.3			—			1.1			—		3.4
Net cash provided by (used in) investing activities	(153.6		)	0.2			(3.2		)	—		(156.6		)
Financing activities:
Asset backed securitization borrowings , net	—			—			(122.8		)	—		(122.8		)
Issuance of long-term debt	179.4			—			262.2			—		441.6
Repayment of long-term debt	(46.1		)	—			(0.6		)	—		(46.7		)
Debt issuance costs	(22.8		)	—			(7.7		)	—		(30.5		)
Equity issuance costs	(1.5		)	—			—			—		(1.5		)
Intercompany advances / repayments	401.6			(254.3		)	(147.3		)	—		—
Net cash provided by (used in) financing activities	510.6			(254.3		)	(16.2		)	—		240.1
Net increase in cash and cash equivalents	22.3			9.9			25.3			—		57.5
Cash and cash equivalents, beginning of period	119.7			10.1			13.2			—		143.0
Cash and cash equivalents, end of period	$	142.0		$	20.0		$	38.5		$	—	$	200.5



For the year ended December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(141.3	)	$	18.7		$	123.3		$	—	$	0.7
Investing activities:
Acquisition of property and equipment	—			(17.9		)	(1.3		)	—		(19.2		)
Proceeds from disposal of property and equipment	—			76.2			9.5			—		85.7
Disposition of affiliate	42.9			—			(8.6		)	—		34.3
Other	1.9			—			3.3			—		5.2
Net cash provided by (used in) investing activities	44.8			58.3			2.9			—		106.0
Financing activities:
Asset backed securitization borrowings , net	—			—			(23.5		)	—		(23.5		)
Issuance of long-term debt	230.2			—			—			—		230.2
Repayment of long-term debt	(208.5		)	(51.0		)	(0.7		)	—		(260.2		)
Debt issuance costs	(16.4		)	—			(2.2		)	—		(18.6		)
Equity issuance costs	(17.3		)	—			—			—		(17.3		)
Equity issuance proceeds	15.9			—			—			—		15.9
Stock issued in connection with the 6% Notes	12.0			—			—			—		12.0
Intercompany advances / repayments	131.4			(26.1		)	(105.3		)	—		—
Net cash provided by (used in) financing activities	147.3			(77.1		)	(131.7		)	—		(61.5		)
Net increase in cash and cash equivalents	50.8			(0.1		)	(5.5		)	—		45.2
Cash and cash equivalents, beginning of period	68.9			10.2			18.7			—		97.8
Cash and cash equivalents, end of period	$	119.7		$	10.1		$	13.2		$	—	$	143.0

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 December 31, 2012 and December 31, 2011, with respect to the financial position and for the years ended December 31, 2012, 2011 and 2010, for results of operations and 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



December 31, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	151.9		$	15.5		$	41.3		$	—		$	208.7
Intercompany advances receivable	—			(28.8		)	28.8			—			—
Accounts receivable, net	3.3			20.6			436.2			—			460.1
Prepaid expenses and other	93.7			31.8			(20.2		)	—			105.3
Total current assets	248.9			39.1			486.1			—			774.1
Property and equipment	0.7			2,814.9			53.4			—			2,869.0
Less – accumulated depreciation	(0.2		)	(1,638.7		)	(38.7		)	—			(1,677.6		)
Net property and equipment	0.5			1,176.2			14.7			—			1,191.4
Investment in subsidiaries	1,463.5			149.2			(4.1		)	(1,608.6		)	—
Receivable from affiliate	(592.8		)	351.5			241.3			—			—
Intangibles and other assets	354.1			86.9			19.0			(200.0		)	260.0
Total assets	$	1,474.2		$	1,802.9		$	757.0		$	(1,808.6	)	$	2,225.5
Intercompany advances payable	$	(11.8	)	$	(294.5	)	$	306.3		$	—		$	—
Accounts payable	42.1			112.3			7.6			—			162.0
Wages, vacations and employees’ benefits	13.2			173.8			3.9			—			190.9
Other current and accrued liabilities	193.5			28.0			11.7			—			233.2
Current maturities of long-term debt	6.8			—			2.3			—			9.1
Total current liabilities	243.8			19.6			331.8			—			595.2
Payable to affiliate	—			200.0			—			(200.0		)	—
Long-term debt, less current portion	1,054.7			—			311.6			—			1,366.3
Deferred income taxes, net	228.2			(230.9		)	2.7			—			—
Pension and postretirement	548.8			—			—			—			548.8
Claims and other liabilities	302.9			40.9			0.5			—			344.3
Commitments and contingencies
Shareholders’ equity (deficit)	(904.2		)	1,773.3			110.4			(1,608.6		)	(629.1		)
Total liabilities and shareholders’ equity (deficit)	$	1,474.2		$	1,802.9		$	757.0		$	(1,808.6	)	$	2,225.5



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 Statements of Comprehensive Income (Loss)



For the year ended December 31, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	4,692.2		$	158.3		$	—	$	4,850.5
Operating expenses:
Salaries, wages and employees’ benefits	35.7			2,691.0			59.8			—		2,786.5
Operating expenses and supplies	(32.3		)	1,121.9			39.3			—		1,128.9
Purchased transportation	—			440.6			48.2			—		488.8
Depreciation and amortization	0.2			181.2			2.4			—		183.8
Other operating expenses	3.5			240.5			4.1			—		248.1
Gains on property disposals, net	0.1			(9.7		)	(0.1		)	—		(9.7		)
Total operating expenses	7.2			4,665.5			153.7			—		4,826.4
Operating income (loss)	(7.2		)	26.7			4.6			—		24.1
Nonoperating (income) expenses:
Interest expense	103.9			(1.8		)	48.7			—		150.8
Equity investment impairment	30.8			—			—			—		30.8
Other, net	278.6			(160.4		)	(124.2		)	—		(6.0		)
Nonoperating (income) expenses, net	413.3			(162.2		)	(75.5		)	—		175.6
Income (loss) before income taxes	(420.5		)	188.9			80.1			—		(151.5		)
Income tax provision (benefit)	1.0			(40.8		)	24.8			—		(15.0		)
Net income (loss)	(421.5		)	229.7			55.3			—		(136.5		)
Less: Net income attributable to non-controlling interest	—			—			3.9			—		3.9
Net income (loss) attributable to YRC Worldwide Inc.	(421.5		)	229.7			51.4			—		(140.4		)
Other comprehensive income (loss), net of tax	(8.5		)	(149.9		)	0.1			—		(158.3		)
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(430.0	)	$	79.8		$	51.5		$	—	$	(298.7	)



For the year ended December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	4,682.0		$	186.8		$	—	$	4,868.8
Operating expenses:
Salaries, wages and employees’ benefits	4.5			2,740.8			68.4			—		2,813.7
Operating expenses and supplies	32.7			1,115.3			46.5			—		1,194.5
Purchased transportation	—			473.0			62.4			—		535.4
Depreciation and amortization	—			188.3			7.4			—		195.7
Other operating expenses	10.0			261.2			4.7			—		275.9
Gains on property disposals, net	0.4			(8.6		)	—			—		(8.2		)
Total operating expenses	47.6			4,770.0			189.4			—		5,007.0
Operating income (loss)	(47.6		)	(88.0		)	(2.6		)	—		(138.2		)
Nonoperating (income) expenses:
Interest expense	121.8			(0.3		)	34.7			—		156.2
Other, net	345.1			(168.1		)	(109.5		)	—		67.5
Nonoperating (income) expenses, net	466.9			(168.4		)	(74.8		)	—		223.7
Income (loss) before income taxes	(514.5		)	80.4			72.2			—		(361.9		)
Income tax provision (benefit)	(19.9		)	(15.7		)	28.1			—		(7.5		)
Net income (loss)	(494.6		)	96.1			44.1			—		(354.4		)
Less: Net loss attributable to non-controlling interest	—			—			(3.1		)	—		(3.1		)
Net income (loss) attributable to YRC Worldwide Inc.	(494.6		)	96.1			47.2			—		(351.3		)
Amortization of beneficial conversion feature on preferred stock	(58.0		)	—			—			—		(58.0		)
Net income (loss) attributable to Common Shareholders	(552.6		)	96.1			47.2			—		(409.3		)

Net income (loss) attributable to YRC Worldwide Inc.	(494.6		)	96.1			47.2			—		(351.3		)
Other comprehensive income (loss), net of tax	1.7			5.9			(2.1		)	—		5.5
Comprehensive income (loss) attributable to YRC Worldwide Shareholders	$	(492.9	)	$	102.0		$	45.1		$	—	$	(345.8	)



For the year ended December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenue	$	—		$	4,168.9		$	170.1		$	(4.4	)	$	4,334.6
Operating expenses:
Salaries, wages and employees’ benefits	14.3			2,617.1			71.3			—			2,702.7
Operating expenses and supplies	(13.7		)	926.1			32.9			—			945.3
Purchased transportation	—			406.9			53.3			(4.4		)	455.8
Depreciation and amortization	—			197.7			3.3			—			201.0
Other operating expenses	4.1			240.3			3.7			—			248.1
Gains on property disposals, net	—			2.7			1.6			—			4.3
Impairment charges	—			2.0			3.3			—			5.3
Total operating expenses	4.7			4,392.8			169.4			(4.4		)	4,562.5
Operating income (loss)	(4.7		)	(223.9		)	0.7			—			(227.9		)
Nonoperating (income) expenses:
Interest expense	130.0			(3.3		)	32.5			—			159.2
Equity investment impairment	—			—			12.3			—			12.3
Other, net	195.7			(137.2		)	(57.0		)	—			1.5
Nonoperating (income) expenses, net	325.7			(140.5		)	(12.2		)	—			173.0
Income (loss) from continuing operations before income taxes	(330.4		)	(83.4		)	12.9			—			(400.9		)
Income tax provision (benefit)	100.8			(209.0		)	12.0			—			(96.2		)
Net income (loss) from continuing operations	(431.2		)	125.6			0.9			—			(304.7		)
Net income (loss) from discontinued operations, net of tax	—			(23.8		)	0.7			—			(23.1		)
Net income (loss)	(431.2		)	101.8			1.6			—			(327.8		)
Less: Net loss attributable to non-controlling interest	—			—			(2.0		)	—			(2.0		)
Net income (loss) attributable to YRC Worldwide Inc.	(431.2		)	101.8			3.6			—			(325.8		)
Other comprehensive income (loss), net of tax	3.9			(93.0		)	(6.0		)	—			(95.1		)
Comprehensive income (loss) attributable to YRC Worldwide Inc. Shareholders	$	(427.3	)	$	8.8		$	(2.4	)	$	—		$	(420.9	)

Condensed Consolidating Statements of Cash Flows



For the year ended December 31, 2012 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(453.3	)	$	347.6		$	79.8		$	—	$	(25.9	)
Investing activities:
Acquisition of property and equipment	—			(65.4		)	(1.0		)	—		(66.4		)
Proceeds from disposal of property and equipment	(5.1		)	55.5			—			—		50.4
Restricted amounts held in escrow	33.4			—			—			—		33.4
Other	2.4			—			—			—		2.4
Net cash provided by (used in) investing activities	30.7			(9.9		)	(1.0		)	—		19.8
Financing activities:
Issuance of long-term debt	—			—			45.0			—		45.0
Repayment of long-term debt	(23.4		)	—			(2.2		)	—		(25.6		)
Debt issuance cost	(2.0		)	—			(3.1		)	—		(5.1		)
Intercompany advances / repayments	457.9			(343.3		)	(114.6		)	—		—
Net cash provided by (used in) financing activities	432.5			(343.3		)	(74.9		)	—		14.3
Net increase (decrease) in cash and cash equivalents	9.9			(5.6		)	3.9			—		8.2
Cash and cash equivalents, beginning of period	142.0			21.1			37.4			—		200.5
Cash and cash equivalents, end of period	$	151.9		$	15.5		$	41.3		$	—	$	208.7



For the year ended December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(334.7	)	$	295.7		$	13.0		$	—	$	(26.0	)
Investing activities:
Acquisition of property and equipment	—			(69.7		)	(1.9		)	—		(71.6		)
Proceeds from disposal of property and equipment	—			66.0			1.5			—		67.5
Disposition of affiliates	—			0.8			(0.8		)	—		—
Restricted amounst held in escrow	(155.9		)	—			—			—		(155.9		)
Other	2.3			—			1.1			—		3.4
Net cash provided by (used in) investing activities	(153.6		)	(2.9		)	(0.1		)	—		(156.6		)
Financing activities:
Asset backed securitization borrowings , net	—			—			(122.8		)	—		(122.8		)
Issuance of long-term debt	179.4			—			262.2			—		441.6
Repayment of long-term debt	(46.1		)	—			(0.6		)	—		(46.7		)
Debt issuance costs	(22.8		)	—			(7.7		)	—		(30.5		)
Equity issuance costs	(1.5		)	—			—			—		(1.5		)
Intercompany advances / repayments	401.6			(280.4		)	(121.2		)	—		—
Net cash provided by (used in) financing activities	510.6			(280.4		)	9.9			—		240.1
Net increase in cash and cash equivalents	22.3			12.4			22.8			—		57.5
Cash and cash equivalents, beginning of period	119.7			8.7			14.6			—		143.0
Cash and cash equivalents, end of period	$	142.0		$	21.1		$	37.4		$	—	$	200.5



For the year ended December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(141.3	)	$	42.3		$	99.7		$	—	$	0.7
Investing activities:
Acquisition of property and equipment	—			(18.2		)	(1.0		)	—		(19.2		)
Proceeds from disposal of property and equipment	—			76.5			9.2			—		85.7
Disposition of affiliates	42.9			0.4			(9.0		)	—		34.3
Other	1.9			—			3.3			—		5.2
Net cash provided by (used in) investing activities	44.8			58.7			2.5			—		106.0
Financing activities:
Asset backed securitization borrowings , net	—			—			(23.5		)	—		(23.5		)
Issuance of long-term debt	230.2			—			—			—		230.2
Repayment of long-term debt	(208.5		)	(51.0		)	(0.7		)	—		(260.2		)
Debt issuance costs	(16.4		)	—			(2.2		)	—		(18.6		)
Equity issuance costs	(17.3		)	—			—			—		(17.3		)
Equity issuance proceeds	15.9			—			—			—		15.9
Stock issued in connection with the 6% Notes	12.0			—			—			—		12.0
Intercompany advances / repayments	131.4			(51.9		)	(79.5		)	—		—
Net cash provided by (used in) financing activities	147.3			(102.9		)	(105.9		)	—		(61.5		)
Net increase in cash and cash equivalents	50.8			(1.9		)	(3.7		)	—		45.2
Cash and cash equivalents, beginning of period	68.9			10.6			18.3			—		97.8
Cash and cash equivalents, end of period	$	119.7		$	8.7		$	14.6		$	—	$	143.0