8-K

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) July 28, 2010

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:

¨ 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 1.01. Entry into a Material Definitive Agreement.

Credit Agreement Amendment

On July 28, 2010, YRC Worldwide (the “Company”) entered into Amendment No. 18 (the “Credit Agreement Amendment”) to the Credit Agreement, dated as of August 17, 2007 (as amended, the “Credit Agreement”), among the Company, certain of its subsidiaries, JPMorgan Chase Bank, National Association, as agent, and the other lenders that are parties thereto.

Permitted Disposition

The Credit Agreement requires the Company to prepay amounts outstanding under the Credit Agreement with 100% of the net cash proceeds received from the previously announced sale of YRC Logistics (the “Permitted Disposition”). Pursuant to the Credit Agreement Amendment, these net cash proceeds will be applied as follows:

• The Company has entered into a Contribution Deferral Agreement, dated as of June 17, 2009 (as amended, the “Contribution Deferral Agreement”) with certain of the multi-employer pension funds to which the Company contributes. Pursuant to the Contribution Deferral Agreement, the Company has deferred the payment of contributions to these funds. If the Company enters into an amendment (the “CDA Amendment”) to the Contribution Deferral Agreement to approve the Credit Agreement Amendment, 100% of the net cash proceeds from the Permitted Disposition will be applied to outstanding unblocked revolver loans under the Credit Agreement (without a corresponding commitment reduction to the unblocked revolver) and the new revolver reserve block under the Credit Agreement will be permanently reduced by 50% of that amount. The Credit Agreement Amendment provides that the Company must enter into the CDA Amendment prior to August 13, 2010 (or August 27, 2010 if the Company has received approval from the Supermajority Funds (as defined in the Contribution Deferral Agreement)).

• If the closing of the CDA Amendment and the Permitted Disposition occur after the dates described above, then the net cash proceeds will be applied in accordance with the provisions of the Credit Agreement that were applicable to the Permitted Disposition prior to giving effect to the Credit Agreement Amendment.

Mandatory Prepayments

Pursuant to the terms of the Credit Agreement Amendment, from July 28, 2010 through the date of the CDA Amendment, upon a Prepayment Event (as defined in the Credit Agreement) or an excess cash flow sweep, a mandatory prepayment will be made in an amount, and in accordance with the provisions of the Credit Agreement, prior to giving effect to the Credit Agreement Amendment. Upon effectiveness of the CDA Amendment, the new revolver reserve block will automatically and permanently decrease by the amount by which the new revolver reserve block increased by virtue of any mandatory prepayments during the period above.

On and after the date of the CDA Amendment, upon a Prepayment Event (except for certain sale and leaseback transactions described below) or an excess cash flow sweep, a mandatory prepayment will be made in an amount, and in accordance with the provisions of, the Credit Agreement prior to giving effect to the Credit Agreement Amendment, except that:

(i) outstanding permitted interim loans will be repaid after (rather than before) new revolver reserve block loans, existing revolver reserve block (performance) loans and unblocked revolver loans (in each case (other than permitted interim loans) with a corresponding permanent commitment reduction), and

(ii) outstanding term loans are paid ratably with the unblocked revolver.

The first $20 million of net cash proceeds received from sale and leaseback transactions received on and after the date of the CDA Amendment will be treated as follows:

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• If certain cost reduction criteria established by the Company’s lenders under the Credit Agreement Amendment are satisfied:

(i) 25% of the net cash proceeds will be applied in accordance with the provisions applicable after effectiveness of the CDA Amendment described in the paragraph above,

(ii) 75% of the net cash proceeds will be applied to outstanding unblocked revolver loans (without a corresponding commitment reduction to the unblocked revolver), and

(iii) the new revolver reserve block will be permanently reduced by 50% of the net cash proceeds.

• If the Company does not satisfy the criteria, then 75% of the net cash proceeds will be treated in accordance with (i) above and 25% of the net cash proceeds will be treated in accordance with (ii) above.

Conversion of Revolving Loans and LC Limits

On the date of the CDA Amendment, the Credit Agreement Amendment converts $150 million of outstanding revolving loans to term loans. In addition, the Credit Agreement Amendment reduces the letter of credit sublimit to $550 million and limits foreign currency letters of credit to $25 million. As a result, on the date of the CDA Amendment, the Credit Agreement will provide the Company with an $800 million senior revolving credit facility and a senior term loan in an aggregate outstanding principal amount of approximately $261.5 million.

Consolidated EBITDA

The definition of Consolidated EBITDA was amended to include a new add back for charges, expenses and losses incurred with any Permitted Disposition (as defined in the Credit Agreement) or discontinued operations.

Letter Agreement

On February 11, 2010, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Buyers”), with the subsidiaries of the Company acting as guarantors of the Notes (the “Guarantors”), as those parties are listed in the Purchase Agreement. Pursuant to the Purchase Agreement, in February 2010, the Company issued to the Buyers $49.8 million of the Company’s 6.0% Convertible Senior Notes due 2014 (the “Notes”) and expects to issue an additional $20.2 million of the Notes in August 2010. The net proceeds from the issuance of the additional $20.2 million of Notes will be used by the Company to fund the repurchase of any of the Company’s approximately $20 million of outstanding 5.0% net share settled contingent convertible senior notes pursuant to a put option on August 9, 2010. The Notes have been and will be issued pursuant to an Indenture, dated as of February 23, 2010 (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As of the Second Closing, the Buyers and their affiliates remain the registered holders of all of the Notes.

On August 2, 2010, the Company entered into a letter agreement (the “Letter Agreement”) with the Buyers to facilitate the Company’s issuance of the remaining $20.2 million of Notes. The closing of the issuance of remaining Notes is expected to occur on August 3, 2010 (the “Second Closing”). Pursuant to the Letter Agreement, the parties agreed as follows:

• The Buyers will accept any certifications that the Company or the Guarantors are required to deliver as a condition to the Second Closing under Sections 8(h) and 8(i) of the Purchase Agreement to the extent those certifications as to fact do not contain qualifications other than those the Purchase Agreement provides or the Buyers specifically otherwise agree.

• The Company agreed to temporarily increase the conversion rate under the Indenture on the date of the Second Closing for a period of 20 days to 100,000 shares of Company Common Stock per $1,000 in principal amount of Notes (the “Adjusted Conversion Rate”). This has the effect of reducing the

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conversion price to $0.01 per share. The Buyers agreed to convert the aggregate principal amount of Notes that were issued on February 23, 2010 during the 20-day period such that the Buyers will receive on account of the conversion no more than an aggregate of 59 million shares of Common Stock pursuant to the Adjusted Conversion Rate. This limitation does not include any shares of Common Stock to be issued to the Buyers or any other holders of Notes in respect of interest on the Notes that the Company is required to pay on August 16, 2010 (in respect of the August 15^th interest payment date set forth in the Notes). The Letter Agreement provides that the conversion of the Notes subject to the Adjusted Conversion Rate will occur as of the Second Closing date.

• Immediately following the 20-day period, the Conversion Rate will revert back to the initial conversion rate of 2,325.5814 shares of Common Stock per $1,000 in principal amount of the Notes (thereby reverting back to the initial conversion price of $0.43 per share). Following the end of the 20-day period, any future conversions will continue to be limited by Section 10.16 of the Indenture, which provides that no more than 201,880,000 shares of Common Stock may be issued in respect of the Notes.

• The Buyers will waive any and all of the notice, filings, mailing or notice period requirements set forth in Sections 10.10 and 10.14 of the Indenture in connection with the Adjusted Conversion Rate.

• The Buyers and each other holder will consent to amend Section 10.16 of the Indenture through the execution of a supplemental indenture to provide that the limitation set forth in Section 10.16 of the Indenture will not apply on a pro rata basis to otherwise limit the number of shares that can be issued by the Company upon the conversion of the Notes during the 20-day period in which the Adjusted Conversion Rate is in effect. The shares of Common Stock that the Company issues upon conversion of the Notes during the period in which the Adjusted Conversion Rate is in effect will be included in any calculation to determine whether the limitation on the maximum number of shares of Common Stock issuable in respect of the Notes set forth in Section 10.16 is then applicable.

• The Company and holders participating in the conversion pursuant to the terms of the Letter Agreement waived certain procedural requirements in connection with the conversion of the Notes, including the Company’s waiver of the requirement that a holder comply with any of the conditions set forth in clauses (ii) and (iii) of the second sentence of the first paragraph of Section 10.02 of the Indenture and the corresponding requirements set forth in paragraph 8 of the Notes prior to the conversion date with respect to the Notes to be converted in accordance with the Letter Agreement. Each holder converting the Notes will use its commercially reasonable efforts to satisfy the requirements of these clauses promptly after the conversion date to the extent any such documents are reasonably requested by the conversion agent to be delivered to the conversion agent. Holders converting their Notes pursuant to the terms of the Letter Agreement will not be required to make any payments in respect of interest pursuant to Section 10.02 of the Indenture and the penultimate sentence of the second paragraph of paragraph 8 of the Notes to the extent such conversion occurs prior to the next interest payment date for the Notes following the date of the Letter Agreement.

• Each holder electing to convert all or portion of its Notes pursuant to the terms and conditions of the Letter Agreement agreed to waive the obligation of the Company under Section 10.01 of the Indenture and the first paragraph of paragraph 8 of the Notes to issue any shares of Common Stock to such Holder in respect of the make whole premium otherwise owing only with respect to the Notes converted at the Adjusted Conversion Rate during the 20-day period.

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Item 2.02. Results of Operations and Financial Condition.

On August 3, 2010, the Company announced its results of operations and financial condition for the three and six months ended June 30, 2010. 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.

Forward-Looking Statements

This Current Report on Form 8-K, 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,” “should,” “will,” “can,” and similar expressions are intended to identify forward-looking statements.

The Company’s expectations regarding its ability to close on the remaining $20.2 million of Notes are only its expectations regarding this matter. The closing of the remaining $20.2 million of Notes is subject to satisfaction of customary closing conditions as set forth in the Purchase Agreement, as modified by the Letter Agreement.

The Company’s expectations regarding its ability to close on the sale of YRC Logistics and the liquidity that the sale will provide are only its expectations regarding these matters. The closing of the sale of YRC Logistics is subject to satisfaction of certain closing conditions, including approval of multi-employer pension funds to which the company contributes. The net proceeds from the sale of YRC Logistics are subject to final determination of fees and expenses that the Company incurs in connection with the sale.

The Company’s expectations regarding the rate and timing of pricing and revenue mix improvements are only its expectations regarding these matters. Actual rate and timing of pricing and revenue mix improvements could differ based on a number of factors including (among others) general economic trends and excess capacity within the industry, and the factors that affect revenue results (including the risk factors that are from time to time included in the Company’s reports filed with the SEC).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	News Release dated August 3, 2010

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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: August 3, 2010	By:	/s/ Sheila K. Taylor
		Sheila K. Taylor
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release dated August 3, 2010

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EX-99.1

Exhibit 99.1

10990 Roe Avenue Overland Park, KS 66211 Phone 913 696 6100  Fax 913 696 6116   News Release

August 3, 2010

YRC Worldwide Reports Second Quarter Results

• YRC National Tonnage Up 11% and YRC Regional Up 15% from First Quarter 2010

• YRC National Revenue per Shipment Up 3.9% and YRC Regional Up 4.9% from Last Year

• YRC National and YRC Regional Both Report Positive Adjusted EBITDA

OVERLAND PARK, KAN. — YRC Worldwide Inc. (NASDAQ: YRCW) today reported its second quarter 2010 results. For the second quarter ending June 30, 2010, the company announced a net loss of $9.5 million and a $.01 loss per share on an average outstanding fully diluted share count of 1.079 billion. As a comparison, the company reported a net loss of $309 million and a $5.20 loss per share in the second quarter of 2009 with average fully diluted shares outstanding of 59 million.

“We are pleased with the sequential improvement in our business volumes and earnings as our pricing discipline, customer mix management and cost initiatives gain significant traction,” stated Bill Zollars, Chairman, President and CEO of YRC Worldwide. “For the quarter, the Regional companies reported positive operating income, and YRC National achieved positive adjusted EBITDA.”

As previously reported, the company’s second quarter 2010 results include an $83 million non-cash reduction to its equity-based compensation expense related to its March 2010 union equity-based awards. On a year-to-date basis, this benefit partially offsets the $108 million non-cash charge reported in the first quarter of 2010 related to the same equity awards. In addition, YRC Logistics is being reported within discontinued operations for all periods presented based upon the previously announced definitive agreement to sell a portion of YRC Logistics business to Austin Ventures for $37 million and discontinuation of its pooled distribution service offering. In November 2009 the company sold YRC Logistics’ Dedicated Fleet business for $34 million.

For the second quarter of 2010, the company reported cash usage from operating activities of $33 million which included working capital requirements and other expenditures in excess of its positive adjusted earnings before interest, taxes, depreciation and amortization (EBITDA). To fund revenue growth the company increased the aggregate borrowings under its asset-backed securitization (ABS) facility by approximately $30 million, inclusive of the $22 million of availability that resulted from the June 2010 amendment of that facility, and generated $15 million of net proceeds from its at-the-market equity issuance program.

At June 30, 2010, the company reported cash and cash equivalents of $144 million, unrestricted availability of $8 million and unused restricted revolver reserves of $129 million, subject to the terms of the company’s credit agreement, for a total of $281 million. As a comparison, at March 31, 2010 the company reported a total of $241 million.

“The sequential growth in our business volumes put increased pressure on our liquidity even though our adjusted EBITDA from continuing operations improved from $3 million in April to $22 million in June,” said Sheila Taylor, Executive Vice President and CFO of YRC Worldwide. “We proactively

addressed these working capital needs by partnering with our lenders to open up additional borrowing availability, while we handled more shipments with fewer people and improved our consolidated days sales outstanding (DSO) by four days compared to last year, our best DSO in more than four years.”

Key Segment Information

Second quarter 2010 compared to the second quarter of 2009:

• YRC National Transportation tons per day and shipments per day down 18.6%, and revenue per hundredweight and revenue per shipment, both up 3.9%.

• YRC Regional Transportation tons per day up 4.6%, shipments per day down 3.1%, revenue per hundredweight down 2.8% and revenue per shipment up 4.9%.

Second quarter 2010 compared to the first quarter of 2010:

• YRC National Transportation tons per day up 11.0%, shipments per day up 8.0%, and revenue per shipment up 0.9%.

• YRC Regional Transportation tons per day up 15.5%, shipments per day up 13.8%, and revenue per shipment up 0.5%.

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

Outlook

“With the significant operating momentum we achieved throughout the second quarter and experienced in July, the company is positioned for further growth, and we expect to achieve positive adjusted EBITDA in the third quarter of 2010 in excess of the second quarter,” stated Zollars.

In addition, the company has the following expectations for 2010:

• Gross capital expenditures in the range of $30 million to $50 million

• Excess real estate sales of approximately $50 million

• Sale and financing leasebacks in the range of $40 million to $50 million

• Interest expense in the range of $40 to $45 million per quarter, with cash interest of $10 million to $12 million per quarter

• Effective income tax rate of approximately 2%

Credit Agreement Amendment

On July 28, 2010 the company amended its credit agreement, as follows:

• The following provisions are effective upon approval of the conforming amendment by the applicable pension funds who are parties to the pension contribution deferral agreement:

• the company would retain 100% of the estimated $30 million of net proceeds from initial closing of the sale of YRC Logistics and the company’s revolver would be reduced by 50% of those proceeds;

• the company would receive 75%, rather than 25%, of the next $20 million of net cash proceeds from sale and leaseback transactions and the company’s revolver would be reduced by 50% of those proceeds, subject to the company’s satisfaction of certain cost reduction criteria established by the credit agreement lenders;

• the company would receive 25% of subsequent proceeds from the sale of real estate and sale and leaseback transactions and the company’s revolver and term loan under the credit agreement would be ratably reduced by 75% of such proceeds; and

• the amendment converts $150 million of outstanding revolver borrowings to term loans. As of June 30, 2010 the company had $358 million of outstanding revolver borrowings.

• Adjusted EBITDA now includes a new add-back for charges, expense and losses from permitted dispositions and discontinued operations. For the second quarter of 2010 the company’s adjusted EBITDA under this amendment was $40 million as compared to the covenant requirement of $5 million.

• The amendment reduces the letter of credit sublimit to $550 million. As of June 30, 2010 the company had $455 million in outstanding letters of credit under its credit agreement.

Update on Second Closing of 6% Senior Convertible Notes and Outstanding 5% Notes

The company also announced that it expects the second closing with respect to the issuance and sale of the additional $20.2 million of its 6% senior convertible notes will be completed later today. The net proceeds from this sale will be used by the company to fund the repurchase of any of the company’s approximately $20 million of outstanding 5% notes pursuant to a put option on August 9, 2010.

On August 2, 2010, the company and each of the buyers entered into a letter agreement pursuant to which the company agreed to temporarily increase the conversion rate on the 6% notes to one hundred thousand shares of common stock per $1,000 in principal amount of notes (thereby reducing the conversion price to $0.01 per share), which will result in the company issuing up to a maximum of 59 million total shares of common stock. The letter agreement provides that the conversion of the $590,000 of notes subject to the adjusted conversion rate will occur as of the second closing date. The aggregate number of shares that are issuable by the company on account of the entire $70 million of 6% notes remains unchanged at 201,880,000 as the limit for subsequent conversions of 6% notes into equity will be adjusted downward accordingly.

Review of Financial Results

YRC Worldwide Inc. will host a conference call for shareholders and the investment community today, Tuesday, August 3, 2010, 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.

Certain Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP measure that reflects the company’s earnings before interest, taxes, depreciation, and amortization expense, and further adjusted for letter of credit fees, equity-based compensation expense, net gains or losses on property disposals and certain other items, including restructuring professional fees and results of permitted dispositions and discontinued operations as defined in the company’s credit agreement. Adjusted EBITDA is used for internal management purposes as a financial measure that reflects the company’s core operating performance. In addition, management uses adjusted EBITDA to measure compliance with financial covenants in the company’s credit agreement. However, this financial measure should not be construed as a better measurement than operating income, operating cash flow or earnings per share, as defined by generally accepted accounting principles.

Adjusted EBITDA has the following limitations:

• Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our outstanding debt;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

• Equity based compensation is an element of our long-term incentive compensation program, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; and

• Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered a substitute for performance measures calculated in accordance with GAAP.

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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,” “continue,” 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) our ability to generate sufficient cash flows and liquidity to fund operations, which raises substantial doubt about our ability to continue as a going concern, 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.

The company’s expectations regarding the timing and degree of market share growth are only its expectations regarding these matters. Actual timing and degree of market share growth could differ based on a number of factors including (among others) the company’s ability to persuade existing customers to increase shipments with the company and to attract new customers, and the factors that affect revenue results (including the risk factors that are from time to time included in the company’s reports filed with the SEC).

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, the company’s credit ratings 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 prior paragraphs 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, the company’s credit ratings 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 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 interest and fees (including any deferred amounts) are only its expectations regarding these matters. Actual interest and fees (including any deferred amounts) could differ based on a number of factors, including (among others) the company’s expected borrowings under the company’s 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), and the company’s ability to continue to defer the payment of interest and fees pursuant to the terms of the company’s credit agreement, ABS facility and pension fund contribution deferral agreement, as applicable.

The company’s expectations regarding its capital expenditures are only its expectations regarding this matter. Actual expenditures could differ materially based on a number of factors, including (among others) the factors identified in the preceding paragraphs.

The company’s expectations regarding liquidity are only its expectations regarding this matter. Actual liquidity levels will depend upon (among other things) the company’s operating results, the timing of its receipts and disbursements, the company’s access to credit facilities or credit markets, the company’s ability to continue to defer interest and fees under the company’s credit agreement and ABS facility and interest and principal under the company’s contribution deferral agreement, the continuation of the existing union wage reductions and temporary cessation of pension contributions, and the factors identified in the preceding paragraphs.

The company’s expectations regarding its effective tax rate are only its expectations regarding this rate. The actual rate could differ materially based on a number of factors, including (among others) variances in pre-tax earnings on both a consolidated and business unit basis, variance in pre-tax earnings by jurisdiction, impacts on our business from the factors described above, variances in estimates on non-deductible expenses, tax authority audit adjustments, change in tax rates and availability of tax credits.

The company’s expectations regarding its ability to close on the remaining $20.2 million of 6% notes are only its expectations regarding this matter. The closing of the remaining $20.2 million of the 6% notes is subject to satisfaction of customary closing conditions as set forth in the company’s Note Purchase Agreement dated February 11, 2010, as modified by the letter agreement.

The company’s expectations regarding its ability to close on the sale of YRC Logistics and the liquidity that the sale will provide are only its expectations regarding these matters. The closing of the sale of YRC Logistics is subject to satisfaction of certain closing conditions, including approval of multi-employer pension funds to which the company contributes. The net proceeds from the sale of YRC Logistics are subject to final determination of fees and expenses that the company incurs in connection with the sale.

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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)

	June 30, 2010			December 31, 2009
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	144,289		$	97,788
Accounts receivable, net		477,032			442,814
Prepaid expenses and other		164,305			242,640
Current assets of discontinued operations		72,175			75,578
Total current assets		857,801			858,820
PROPERTY AND EQUIPMENT:
Cost		3,377,307			3,529,583
Less - accumulated depreciation		1,696,071			1,708,371
Net property and equipment		1,681,236			1,821,212
OTHER ASSETS:
Intangibles, net		148,633			160,407
Other assets		143,550			170,176
Noncurrent assets of discontinued operations		12,063			21,459
Total assets	$	2,843,283		$	3,032,074
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	170,232		$	154,671
Wages, vacations, and employees’ benefits		206,006			213,754
Other current and accrued liabilities		467,675			392,392
Current maturities of long-term debt		245,475			197,127
Current liabilities of discontinued operations		59,496			51,884
Total current liabilities		1,148,884			1,009,828
OTHER LIABILITIES:
Long-term debt, less current portion		913,474			935,782
Deferred income taxes, net		146,258			146,576
Pension and post retirement		352,637			351,861
Claims and other liabilities		359,247			419,883
Noncurrent liabilities of discontinued operations		37			954
SHAREHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $1 par value per share		—			4,346
Common stock, $0.01 par value per share		11,223			991
Capital surplus		1,615,076			1,576,349
Accumulated deficit		(1,460,889	)		(1,177,280	)
Accumulated other comprehensive loss		(149,191	)		(144,479	)
Treasury stock, at cost (3,079 shares)		(92,737	)		(92,737	)
Total YRC Worldwide Inc. shareholders’ equity (deficit)		(76,518	)		167,190
Non-controlling interest		(736	)		—
Total shareholders’ equity (deficit)		(77,254	)		167,190
Total liabilities and shareholders’ equity (deficit)	$	2,843,283		$	3,032,074

STATEMENTS OF CONSOLIDATED OPERATIONS

YRC Worldwide Inc. and Subsidiaries

For the Three and Six Months Ended June 30

(Amounts in thousands except per share data)

(Unaudited)

	Three Months						Six Months
	2010			2009			2010			2009
OPERATING REVENUE	$	1,119,101		$	1,226,264		$	2,106,245		$	2,616,939
OPERATING EXPENSES:
Salaries, wages and employees’ benefits		682,934			986,685			1,334,012			2,090,184
Equity based compensation expense		(81,542	)		(6,271	)		28,329			26,754
Operating expenses and supplies		243,420			282,783			480,789			620,620
Purchased transportation		120,803			123,898			214,902			253,012
Depreciation and amortization		50,074			59,912			100,706			122,827
Other operating expenses		57,309			74,515			120,504			175,891
(Gains) losses on property disposals, net		(2,187	)		(1,040	)		6,612			559
Impairment charges		—			—			5,281			—
Total operating expenses		1,070,811			1,520,482			2,291,135			3,289,847
OPERATING INCOME (LOSS)		48,290			(294,218	)		(184,890	)		(672,908	)
NONOPERATING (INCOME) EXPENSES:
Interest expense		41,385			38,333			82,312			70,530
Equity investment impairment		12,338			30,374			12,338			30,374
Other, net		(6,697	)		1,505			(4,791	)		4,483
Nonoperating expenses, net		47,026			70,212			89,859			105,387
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		1,264			(364,430	)		(274,749	)		(778,295	)
INCOME TAX PROVISION (BENEFIT)		224			(64,948	)		(5,654	)		(206,823	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		1,040			(299,482	)		(269,095	)		(571,472	)
NET LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX		(11,358	)		(9,555	)		(15,361	)		(11,347	)
NET LOSS		(10,318	)		(309,037	)		(284,456	)		(582,819	)
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(847	)		—			(847	)		—
NET LOSS ATTRIBUTABLE TO YRC WORLDWIDE INC	$	(9,471	)	$	(309,037	)	$	(283,609	)	$	(582,819	)
AVERAGE SHARES OUTSTANDING-BASIC		1,078,254			59,480			801,274			59,427
AVERAGE SHARES OUTSTANDING-DILUTED		1,079,283			59,480			801,274			59,427
BASIC LOSS PER SHARE
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	—		$	(5.04	)	$	(0.33	)	$	(9.62	)
LOSS FROM DISCONTINUED OPERATIONS		(0.01	)		(0.16	)		(0.02	)		(0.19	)
NET LOSS	$	(0.01	)	$	(5.20	)	$	(0.35	)	$	(9.81	)
DILUTED EARNINGS (LOSS) PER SHARE
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	—		$	(5.04	)	$	(0.33	)	$	(9.62	)
LOSS FROM DISCONTINUED OPERATIONS		(0.01	)		(0.16	)		(0.02	)		(0.19	)
NET LOSS	$	(0.01	)	$	(5.20	)	$	(0.35	)	$	(9.81	)
Amounts attributable to YRC Worldwide Inc. common shareholders:
Income (loss) from continuing operations, net of tax	$	1,887		$	(299,482	)	$	(268,248	)	$	(571,472	)
Loss from discontinued operations, net of tax		(11,358	)		(9,555	)		(15,361	)		(11,347	)
Net loss	$	(9,471	)	$	(309,037	)	$	(283,609	)	$	(582,819	)

STATEMENTS OF CONSOLIDATED CASH FLOWS

YRC Worldwide Inc. and Subsidiaries

For the Six Months Ended June 30

(Amounts in thousands)

(Unaudited)

	2010			2009
OPERATING ACTIVITIES:
Net loss	$	(284,456	)	$	(582,819	)
Noncash items included in net loss:
Depreciation and amortization		105,228			130,718
Equity based compensation expense		28,345			26,754
Impairment charges		17,619			30,374
Pension settlement charge		104			5,755
Losses on property disposals, net		8,310			587
Deferred income tax benefit, net		(5,784	)		(199,086	)
Amortization of deferred debt costs		22,689			10,493
Other noncash items		(4,701	)		4,567
Changes in assets and liabilities, net:
Accounts receivable		(27,635	)		166,976
Accounts payable		17,665			(82,270	)
Other operating assets		85,860			67,695
Other operating liabilities		22,284			176,839
Net cash used in operating activities		(14,472	)		(243,417	)
INVESTING ACTIVITIES:
Acquisition of property and equipment		(10,855	)		(26,026	)
Proceeds from disposal of property and equipment		35,781			37,533
Other		5,223			(198	)
Net cash provided by investing activities		30,149			11,309
FINANCING ACTIVITIES:
ABS borrowings (payments), net		1,114			58,042
Issuance of long-term debt		141,795			284,201
Repayment of long-term debt		(101,100	)		(223,449	)
Debt issuance costs		(9,568	)		(47,526	)
Equity issuance costs		(17,323	)		—
Equity issuance proceeds		15,906			—
Net cash provided by financing activities		30,824			71,268
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		46,501			(160,840	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		97,788			325,349
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	144,289		$	164,509
SUPPLEMENTAL CASH FLOW INFORMATION
Income tax refund, net	$	83,288		$	33,922
Pension contribution deferral transfer to debt	$	4,361		$	133,227

SUPPLEMENTAL FINANCIAL INFORMATION

YRC Worldwide Inc. and Subsidiaries

For the Three and Six Months Ended June 30

(Amounts in thousands)

(Unaudited)

SEGMENT INFORMATION

	Three Months								Six Months
	2010			2009			%		2010			2009			%
Operating revenue:
YRC National Transportation	$	741,639		$	873,738		(15.1	)	$	1,404,702		$	1,896,348		(25.9	)
YRC Regional Transportation		351,498			337,855		4.0			660,652			693,023		(4.7	)
YRC Truckload		28,216			27,545		2.4			55,101			53,521		3.0
Eliminations and other		(2,252	)		(12,874	)				(14,210	)		(25,953	)
Consolidated		1,119,101			1,226,264		(8.7	)		2,106,245			2,616,939		(19.5	)
Operating income (loss):
YRC National Transportation		33,055			(239,477	)				(152,005	)		(539,248	)
YRC Regional Transportation		22,383			(48,346	)				(17,248	)		(122,471	)
YRC Truckload		(1,984	)		(2,371	)				(5,045	)		(4,617	)
Corporate and other		(5,164	)		(4,024	)				(10,592	)		(6,572	)
Consolidated	$	48,290		$	(294,218	)			$	(184,890	)	$	(672,908	)
Operating ratio:
YRC National Transportation		95.5	%		127.4	%				110.8	%		128.4	%
YRC Regional Transportation		93.6	%		114.3	%				102.6	%		117.7	%
YRC Truckload		107.0	%		108.6	%				109.2	%		108.6	%
Consolidated		95.7	%		124.0	%				108.8	%		125.7	%
(Gains) losses on property disposals, net:
YRC National Transportation	$	(2,647	)	$	(1,702	)			$	2,302		$	(390	)
YRC Regional Transportation		460			662					4,130			873
YRC Truckload		—			—					42			76
Corporate and other		—			—					138			—
Consolidated	$	(2,187	)	$	(1,040	)			$	6,612		$	559

Note: YRC Logistic segment reported as discontinued operations for all periods presented.

SUPPLEMENTAL INFORMATION

	June 30, 2010			December 31, 2009
Debt:
Asset backed securitization borrowings	$	147,399		$	146,285
Term loan		112,403			112,612
Revolving credit facility		357,999			329,119
Bank Debt		617,801			588,016
Lease financing obligations		326,320			318,892
Pension contribution deferral obligation		145,393			153,041
Contingent convertible senior notes		21,671			21,671
USF senior notes		—			45,289
6% convertible senior notes		46,739			—
Other		1,025			6,000
Total debt		1,158,949			1,132,909
Current maturities of contingent convertible senior notes and other		(22,696	)		(27,671	)
Current maturities of lease financing obligations		(2,880	)		(2,671	)
Current maturities of pension contribution deferral obligations		(72,500	)		(20,500	)
Asset backed securitization borrowings		(147,399	)		(146,285	)
Total current debt		(245,475	)		(197,127	)
Total long-term debt		913,474			935,782
Letters of credit
Credit facility		454,728			461,032
Asset backed securitization		72,180			77,180
Total letters of credit	$	526,908		$	538,212

SUPPLEMENTAL FINANCIAL INFORMATION

YRC Worldwide Inc. and Subsidiaries

(Amounts in thousands)

(Unaudited)

	April 2010			May 2010			June 2010			2Q 2010
Operating revenue	$	355,938		$	362,943		$	400,220		$	1,119,101
Operating Ratio, as adjusted		106.0	%		103.9	%		100.0	%		103.2	%
Reconciliation of operating income (loss) to adjusted EBITDA:
Operating income (loss)	$	(13,584	)	$	(8,060	)	$	69,934		$	48,290
(Gains) losses on property disposals, net		(7,994	)		(6,423	)		12,230			(2,187	)
Equity based compensation expense		384			407			(82,333	)		(81,542	)
Impairment charges		—			—			—			—
Operating income (loss), as adjusted		(21,194	)		(14,076	)		(169	)		(35,439	)
Depreciation and amortization		16,513			16,032			17,529			50,074
Letter of credit expense		2,705			2,831			2,733			8,269
Restructuring professional fees		3,742			3,605			1,995			9,342
Other, net		959			6,604			108			7,671
Adjusted EBITDA	$	2,725		$	14,996		$	22,196		$	39,917
For the Three Months Ended	June 30						March 31
	2010			2009			2010			2009
Operating revenue	$	1,119,101		$	1,226,264		$	987,144		$	1,390,675
Operating Ratio, as adjusted		103.2	%		124.6	%		111.1	%		124.7	%
Reconciliation of operating income (loss) to adjusted EBITDA:
Operating income (loss)	$	48,290		$	(294,218	)	$	(233,180	)	$	(378,690	)
(Gains) losses on property disposals, net		(2,187	)		(1,040	)		8,799			1,599
Equity based compensation expense		(81,542	)		(6,271	)		109,871			33,025
Impairment charges		—			—			5,281			—
Operating income (loss), as adjusted		(35,439	)		(301,529	)		(109,229	)		(344,066	)
Depreciation and amortization		50,074			59,912			50,632			62,915
Letter of credit expense		8,269			8,990			8,353			5,473
Restructuring professional fees		9,342			—			—			—
Other, net		7,671			(1,347	)		(790	)		(1,130	)
Adjusted EBITDA	$	39,917		$	(233,974	)	$	(51,034	)	$	(276,808	)
Adjusted EBITDA by segment:
YRC National	$	6,172		$	(207,459	)	$	(60,313	)	$	(238,506	)
YRC Regional		21,992			(30,635	)		8,356			(49,908	)
YRC Truckload		(78	)		(29	)		(211	)		205
Corporate and other		11,831			4,149			1,134			11,401
Adjusted EBITDA	$	39,917		$	(233,974	)	$	(51,034	)	$	(276,808	)

SUPPLEMENTAL FINANCIAL INFORMATION

YRC Worldwide Inc. and Subsidiaries

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30 2010			March 31 2010			June 30 2010
Reconciliation of Adjusted EBITDA to net cash from (used in) operating activities:
Adjusted EBITDA	$	39,917		$	(51,034	)	$	(11,117	)
Add back amounts included in Adjusted EBITDA:
Restructuring professional fees		(9,342	)		n/a			(9,342	)
Discontinued operations and permitted dispositions		(7,422	)		(2,135	)		(9,557	)
Cash interest		(10,062	)		(10,876	)		(20,938	)
Working capital cash flows, net		(47,869	)		1,063			(46,806	)
Net cash used in operating activities before income taxes		(34,778	)		(62,982	)		(97,760	)
Cash income tax refunds, net		2,016			81,272			83,288
Net cash (used in) provided by operating activities	$	(32,762	)	$	18,290		$	(14,472	)
For the Three Months Ended	June 30						March 31
	2010			2009			2010			2009
YRC National segment
Operating Revenue	$	741,639		$	873,738		$	663,063		$	1,022,610
Operating Ratio, as adjusted		104.6	%		128.3	%		114.1	%		127.0	%
Reconciliation of operating income (loss) to adjusted EBITDA:
Operating income (loss)	$	33,055		$	(239,477	)	$	(185,060	)	$	(299,771	)
(Gains) losses on property disposals, net		(2,647	)		(1,702	)		4,949			1,312
Equity based compensation expense		(64,288	)		(5,766	)		83,090			21,846
Impairment charges		—			—			3,281			—
Operating income (loss), as adjusted		(33,880	)		(246,945	)		(93,740	)		(276,613	)
Depreciation and amortization		26,851			32,416			26,978			33,146
Letter of credit expense		6,409			6,925			6,503			4,027
Other, net		6,792			145			(54	)		934
Adjusted EBITDA	$	6,172		$	(207,459	)	$	(60,313	)	$	(238,506	)
Adjusted EBITDA as % of operating revenue		0.8	%		-23.7	%		-9.1	%		-23.3	%
YRC Regional segment
Operating Revenue	$	351,498		$	337,855		$	309,154		$	355,168
Operating Ratio, as adjusted		98.7	%		114.6	%		103.1	%		119.1	%
Reconciliation of operating income (loss) to adjusted EBITDA:
Operating income (loss)	$	22,383		$	(48,346	)	$	(39,631	)	$	(74,125	)
(Gains) losses on property disposals, net		460			662			3,670			211
Equity based compensation expense		(18,324	)		(1,637	)		24,413			6,205
Impairment charges		—			—			2,000			—
Operating income (loss), as adjusted		4,519			(49,321	)		(9,548	)		(67,709	)
Depreciation and amortization		15,768			16,845			16,162			16,535
Letter of credit expense		1,725			1,833			1,705			1,277
Other, net		(20	)		8			37			(11	)
Adjusted EBITDA	$	21,992		$	(30,635	)	$	8,356		$	(49,908	)
Adjusted EBITDA as % of operating revenue		6.3	%		-9.1	%		2.7	%		-14.1	%