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 6% convertible senior notes due 2014 (the “6% Notes”). In connection with the 6% Notes, the following wholly 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.

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. Certain prior period amounts have been reclassified to conform to current presentation.

The following represents condensed consolidating financial information as of September 30, 2013 and December 31, 2012, with respect to the financial position and for the three and nine months ended September 30, 2013 and 2012, for results of operations and the nine months ended September 30, 2013 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 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, 2013 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	129.6		$	13.2		$	27.7		$	—		$	170.5
Intercompany advances receivable	—			(35.2		)	35.2			—			—
Accounts receivable, net	3.3			(3.3		)	519.0			—			519.0
Prepaid expenses and other	105.0			58.3			6.4			—			169.7
Total current assets	237.9			33.0			588.3			—			859.2
Property and equipment	0.8			2,671.5			182.2			—			2,854.5
Less – accumulated depreciation	(0.3		)	(1,624.8		)	(108.5		)	—			(1,733.6		)
Net property and equipment	0.5			1,046.7			73.7			—			1,120.9
Investment in subsidiaries	1,743.5			206.8			(0.1		)	(1,950.2		)	—
Receivable from affiliate	(491.1		)	426.3			414.8			(350.0		)	—
Intangibles and other assets	37.8			53.7			62.3			—			153.8
Total Assets	$	1,528.6		$	1,766.5		$	1,139.0		$	(2,300.2	)	$	2,133.9
Intercompany advances payable	$	(11.8	)	$	(269.2	)	$	281.0		$	—		$	—
Accounts payable	42.9			137.1			14.3			—			194.3
Wages, vacations and employees’ benefits	13.2			196.0			14.9			—			224.1
Other current and accrued liabilities	174.3			23.9			1.5			—			199.7
Current maturities of long-term debt	74.5			0.6			317.6			—			392.7
Total current liabilities	293.1			88.4			629.3			—			1,010.8
Payable to affiliate	—			200.0			150.0			(350.0		)	—
Long-term debt, less current portion	967.5			0.8			—			—			968.3
Deferred income taxes, net	225.7			(222.1		)	(3.6		)	—			—
Pension and postretirement	503.5			—			(0.1		)	—			503.4
Claims and other liabilities	279.9			34.1			3.2			—			317.2
Commitments and contingencies
Shareholders’ equity (deficit)	(741.1		)	1,665.3			360.2			(1,950.2		)	(665.8		)
Total Liabilities and Shareholders’ Equity (Deficit)	$	1,528.6		$	1,766.5		$	1,139.0		$	(2,300.2	)	$	2,133.9



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	(392.8		)	318.6			424.2			(350.0		)	—
Intangibles and other assets	154.1			53.6			52.3			—			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

Condensed Consolidating Comprehensive Income (Loss)



Three Months Ended September 30, 2013 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Revenue	$	—		$	1,146.9		$	105.8		$	—	$	1,252.7
Operating Expenses:
Salaries, wages and employees’ benefits	6.6			651.2			54.0			—		711.8
Operating expenses and supplies	(2.9		)	263.4			23.9			—		284.4
Purchased transportation	—			123.3			15.7			—		139.0
Depreciation and amortization	—			39.6			3.7			—		43.3
Other operating expenses	—			60.7			6.4			—		67.1
Losses on property disposals, net	—			1.2			0.1			—		1.3
Total operating expenses	3.7			1,139.4			103.8			—		1,246.9
Operating Income (Loss)	(3.7		)	7.5			2.0			—		5.8
Nonoperating Expenses (Income):
Interest expense	30.4			0.1			12.6			—		43.1
Other, net	32.4			(0.1		)	(32.5		)	—		(0.2		)
Nonoperating expenses (income), net	62.8			—			(19.9		)	—		42.9
Income (loss) before income taxes	(66.5		)	7.5			21.9			—		(37.1		)
Income tax provision (benefit)	6.7			(0.1		)	0.7			—		7.3
Net income (loss)	(73.2		)	7.6			21.2			—		(44.4		)
Other comprehensive income, net of tax	0.3			3.4			0.9			—		4.6
Comprehensive Income (Loss)	$	(72.9	)	$	11.0		$	22.1		$	—	$	(39.8	)



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 Expenses (Income):
Interest expense	24.4			(3.0		)	12.3			—		33.7
Other, net	77.7			(49.6		)	(28.3		)	—		(0.2		)
Nonoperating expenses (income), 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)	(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)	$	(93.1	)	$	73.7		$	26.1		$	—	$	6.7



Nine Months Ended September 30, 2013 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Revenue	$	—		$	3,349.7		$	308.0		$	—	$	3,657.7
Operating Expenses:
Salaries, wages and employees’ benefits	26.2			1,927.3			156.8			—		2,110.3
Operating expenses and supplies	(16.9		)	782.1			72.8			—		838.0
Purchased transportation	—			336.3			43.3			—		379.6
Depreciation and amortization	0.1			119.3			11.0			—		130.4
Other operating expenses	0.1			159.0			12.2			—		171.3
(Gains) losses on property disposals, net	—			(2.0		)	0.1			—		(1.9		)
Total operating expenses	9.5			3,322.0			296.2			—		3,627.7
Operating Income (Loss)	(9.5		)	27.7			11.8			—		30.0
Nonoperating Expenses (Income):
Interest expense (income)	88.2			(1.6		)	37.6			—		124.2
Other, net	78.5			15.0			(96.5		)	—		(3.0		)
Nonoperating expenses (income), net	166.7			13.4			(58.9		)	—		121.2
Income (loss) before income taxes	(176.2		)	14.3			70.7			—		(91.2		)
Income tax provision (benefit)	(8.0		)	(1.1		)	1.9			—		(7.2		)
Net income (loss)	(168.2		)	15.4			68.8			—		(84.0		)
Other comprehensive income (loss), net of tax	1.3			10.1			(1.6		)	—		9.8
Comprehensive Income (Loss)	$	(166.9	)	$	25.5		$	67.2		$	—	$	(74.2	)



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 Expenses (Income):
Interest expense (income)	77.8			(2.4		)	36.2			—		111.6
Other, net	226.6			(141.9		)	(87.9		)	—		(3.2		)
Nonoperating expenses (income), 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	)

Condensed Consolidating Statements of Cash Flows



Nine Months Ended September 30, 2013 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Activities:
Net cash provided by (used in) operating activities	$	(194.9	)	$	174.4		$	17.5		$	—	$	(3.0	)
Investing Activities:
Acquisition of property and equipment	—			(55.2		)	(1.3		)	—		(56.5		)
Proceeds from disposal of property and equipment	—			3.9			2.0			—		5.9
Restricted escrow receipts, net	19.9			—			—			—		19.9
Other, net	1.8			—			—			—		1.8
Net cash provided by (used in) investing activities	21.7			(51.3		)	0.7			—		(28.9		)
Financing Activities:
Issuance of long-term debt	—			0.3			—			—		0.3
Repayments of long-term debt	(4.7		)	(0.2		)	(1.7		)	—		(6.6		)
Intercompany advances (repayments)	155.6			(123.6		)	(32.0		)	—		—
Net cash provided by (used in) financing activities	150.9			(123.5		)	(33.7		)	—		(6.3		)
Net Decrease in Cash and Cash Equivalents	(22.3		)	(0.4		)	(15.5		)	—		(38.2		)
Cash and Cash Equivalents, Beginning of Period	151.9			13.6			43.2			—		208.7
Cash and Cash Equivalents, End of Period	$	129.6		$	13.2		$	27.7		$	—	$	170.5



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	—			39.0			0.2			—		39.2
Restricted escrow receipts, net	23.9			—			—			—		23.9
Other, net	2.4			—			—			—		2.4
Net cash provided by (used in) investing activities	26.3			(7.8		)	(1.1		)	—		17.4
Financing Activities:
Issuance of long-term debt	—			—			45.0			—		45.0
Repayments of long-term debt	(18.7		)	—			(1.7		)	—		(20.4		)
Debt issuance costs	(2.0		)	—			(3.1		)	—		(5.1		)
Intercompany advances (repayments)	352.1			(283.7		)	(68.4		)	—		—
Net cash provided by (used in) financing activities	331.4			(283.7		)	(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

Guarantees of the Series A Notes and the Series B Notes

On July 22, 2011, we issued $140 million in aggregate principal amount of our Series A Notes and $100 million in aggregate principal amount of our Series B Notes (collectively, the “Convertible Secured Notes”). In connection with the Convertible Secured Notes, the following wholly 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.

The following represents condensed consolidating financial information as of September 30, 2013 and December 31, 2012, with respect to the financial position and for the three and nine months ended September 30, 2013 and 2012, for results of operations and nine months ended September 30, 2013 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



As of September 30, 2013 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	129.6		$	15.1		$	25.8		$	—		$	170.5
Intercompany advances receivable	—			(35.2		)	35.2			—			—
Accounts receivable, net	3.3			27.6			488.1			—			519.0
Prepaid expenses and other	105.0			62.6			2.1			—			169.7
Total current assets	237.9			70.1			551.2			—			859.2
Property and equipment	0.8			2,802.1			51.6			—			2,854.5
Less – accumulated depreciation	(0.3		)	(1,694.9		)	(38.4		)	—			(1,733.6		)
Net property and equipment	0.5			1,107.2			13.2			—			1,120.9
Investment in subsidiaries	1,743.5			206.7			—			(1,950.2		)	—
Receivable from affiliate	(491.1		)	494.2			196.9			(200.0		)	—
Intangibles and other assets	37.8			85.1			30.9			—			153.8
Total Assets	$	1,528.6		$	1,963.3		$	792.2		$	(2,150.2	)	$	2,133.9
Intercompany advances payable	$	(11.8	)	$	(269.2	)	$	281.0		$	—		$	—
Accounts payable	42.9			143.1			8.3			—			194.3
Wages, vacations and employees’ benefits	13.2			207.2			3.7			—			224.1
Other current and accrued liabilities	174.3			17.2			8.2			—			199.7
Current maturities of long-term debt	74.5			0.6			317.6			—			392.7
Total current liabilities	293.1			98.9			618.8			—			1,010.8
Payable to affiliate	—			200.0			—			(200.0		)	—
Long-term debt, less current portion	967.5			0.8			—			—			968.3
Deferred income taxes, net	225.7			(228.3		)	2.6			—			—
Pension and postretirement	503.5			—			(0.1		)	—			503.4
Claims and other liabilities	279.9			35.1			2.2			—			317.2
Commitments and contingencies
Shareholders’ equity (deficit)	(741.1		)	1,856.8			168.7			(1,950.2		)	(665.8		)
Total Liabilities and Shareholders’ Equity (Deficit)	$	1,528.6		$	1,963.3		$	792.2		$	(2,150.2	)	$	2,133.9



As of 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	(392.8		)	351.5			241.3			(200.0		)	—
Intangibles and other assets	154.1			86.9			19.0			—			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

Condensed Consolidating Comprehensive Income (Loss)



Three Months Ended September 30, 2013 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Revenue	$	—		$	1,216.8		$	35.9		$	—	$	1,252.7
Operating Expenses:
Salaries, wages and employees’ benefits	6.6			691.6			13.6			—		711.8
Operating expenses and supplies	(2.9		)	277.3			10.0			—		284.4
Purchased transportation	—			130.2			8.8			—		139.0
Depreciation and amortization	—			42.7			0.6			—		43.3
Other operating expenses	—			67.0			0.1			—		67.1
Losses on property disposals, net	—			1.3			—			—		1.3
Total operating expenses	3.7			1,210.1			33.1			—		1,246.9
Operating Income (Loss)	(3.7		)	6.7			2.8			—		5.8
Nonoperating Expenses (Income):
Interest expense	30.4			0.2			12.5			—		43.1
Other, net	32.4			(3.4		)	(29.2		)	—		(0.2		)
Nonoperating expenses (income), net	62.8			(3.2		)	(16.7		)	—		42.9
Income (loss) before income taxes	(66.5		)	9.9			19.5			—		(37.1		)
Income tax provision (benefit)	6.7			(0.1		)	0.7			—		7.3
Net income (loss)	(73.2		)	10.0			18.8			—		(44.4		)
Other comprehensive income, net of tax	0.3			3.5			0.8			—		4.6
Comprehensive Income (Loss)	$	(72.9	)	$	13.5		$	19.6		$	—	$	(39.8	)



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 Expenses (Income):
Interest expense (income)	24.4			(3.1		)	12.4			—		33.7
Other, net	77.7			(51.1		)	(26.8		)	—		(0.2		)
Nonoperating expenses (income), 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)	(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)	$	(93.1	)	$	82.7		$	17.1		$	—	$	6.7



Nine Months Ended September 30, 2013 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Revenue	$	—		$	3,551.9		$	105.8		$	—	$	3,657.7
Operating Expenses:
Salaries, wages and employees’ benefits	26.2			2,043.1			41.0			—		2,110.3
Operating expenses and supplies	(16.9		)	824.3			30.6			—		838.0
Purchased transportation	—			355.1			24.5			—		379.6
Depreciation and amortization	0.1			128.5			1.8			—		130.4
Other operating expenses	0.1			171.4			(0.2		)	—		171.3
Gains on property disposals, net	—			(1.9		)	—			—		(1.9		)
Total operating expenses	9.5			3,520.5			97.7			—		3,627.7
Operating Income (Loss)	(9.5		)	31.4			8.1			—		30.0
Nonoperating Expenses (Income):
Interest expense (income)	88.2			(1.5		)	37.5			—		124.2
Other, net	78.5			5.4			(86.9		)	—		(3.0		)
Nonoperating expenses (income), net	166.7			3.9			(49.4		)	—		121.2
Income (loss) before income taxes	(176.2		)	27.5			57.5			—		(91.2		)
Income tax provision (benefit)	(8.0		)	(1.1		)	1.9			—		(7.2		)
Net income (loss)	(168.2		)	28.6			55.6			—		(84.0		)
Other comprehensive income (loss), net of tax	1.3			10.2			(1.7		)	—		9.8
Comprehensive Income (Loss)	$	(166.9	)	$	38.8		$	53.9		$	—	$	(74.2	)



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 Expenses (Income):
Interest expense (income)	77.8			(2.4		)	36.2			—		111.6
Other, net	226.6			(145.9		)	(83.9		)	—		(3.2		)
Nonoperating expenses (income), 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	)

Condensed Consolidating Statements of Cash Flows



Nine Months Ended September 30, 2013 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating Activities:
Net cash provided by (used in) operating activities	$	(194.9	)	$	188.9		$	3.0		$	—	$	(3.0	)
Investing Activities:
Acquisition of property and equipment	—			(56.2		)	(0.3		)	—		(56.5		)
Proceeds from disposal of property and equipment	—			5.9			—			—		5.9
Restricted amounts held in escrow	19.9			—			—			—		19.9
Other, net	1.8			—			—			—		1.8
Net cash provided by (used in) investing activities	21.7			(50.3		)	(0.3		)	—		(28.9		)
Financing Activities:
Issuance of long-term debt	—			0.3			—			—		0.3
Repayments of long-term debt	(4.7		)	(0.2		)	(1.7		)	—		(6.6		)
Intercompany advances (repayments)	155.6			(139.1		)	(16.5		)	—		—
Net cash provided by (used in) financing activities	150.9			(139.0		)	(18.2		)	—		(6.3		)
Net Decrease in Cash and Cash Equivalents	(22.3		)	(0.4		)	(15.5		)	—		(38.2		)
Cash and Cash Equivalents, Beginning of Period	151.9			15.5			41.3			—		208.7
Cash and Cash Equivalents, End of Period	$	129.6		$	15.1		$	25.8		$	—	$	170.5



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	—			39.2			—			—		39.2
Restricted amounts held in escrow	23.9			—			—			—		23.9
Other, net	2.4			—			—			—		2.4
Net cash provided by (used in) investing activities	26.3			(8.0		)	(0.9		)	—		17.4
Financing Activities:
Issuance of long-term debt	—			—			45.0			—		45.0
Repayments of long-term debt	(18.7		)	—			(1.7		)	—		(20.4		)
Debt issuance cost	(2.0		)	—			(3.1		)	—		(5.1		)
Intercompany advances (repayments)	352.1			(310.4		)	(41.7		)	—		—
Net cash provided by (used in) financing activities	331.4			(310.4		)	(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