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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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48-0948788
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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10990 Roe Avenue, Overland Park, Kansas
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66211
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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ý
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Class
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Outstanding at November 7, 2013
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Common Stock, $0.01 par value per share
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10,937,029 shares
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Item
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Page
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1
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2
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3
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4
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1
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1A
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5
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6
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September 30,
2013 |
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December 31,
2012 |
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(Unaudited)
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||||
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Assets
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|
|
|
||||
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Current Assets:
|
|
|
|
||||
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Cash and cash equivalents
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$
|
170.5
|
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$
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208.7
|
|
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Restricted amounts held in escrow
|
90.1
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|
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20.0
|
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||
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Accounts receivable, net
|
519.0
|
|
|
460.1
|
|
||
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Prepaid expenses and other
|
79.6
|
|
|
85.3
|
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||
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Total current assets
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859.2
|
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774.1
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||
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Property and Equipment:
|
|
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||||
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Cost
|
2,854.5
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2,869.0
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||
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Less – accumulated depreciation
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(1,733.6
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)
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(1,677.6
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)
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||
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Net property and equipment
|
1,120.9
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|
|
1,191.4
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||
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Intangibles, net
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84.9
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|
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99.2
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|
||
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Restricted amounts held in escrow
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12.5
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|
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102.5
|
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||
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Other assets
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56.4
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|
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58.3
|
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Total Assets
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$
|
2,133.9
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|
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$
|
2,225.5
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Liabilities and Shareholders’ Deficit
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|
||||
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Current Liabilities:
|
|
|
|
||||
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Accounts payable
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$
|
194.3
|
|
|
$
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162.0
|
|
|
Wages, vacations and employees’ benefits
|
224.1
|
|
|
190.9
|
|
||
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Other current and accrued liabilities
|
199.7
|
|
|
233.2
|
|
||
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Current maturities of long-term debt
|
392.7
|
|
|
9.1
|
|
||
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Total current liabilities
|
1,010.8
|
|
|
595.2
|
|
||
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Other Liabilities:
|
|
|
|
||||
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Long-term debt, less current portion
|
968.3
|
|
|
1,366.3
|
|
||
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Pension and postretirement
|
503.4
|
|
|
548.8
|
|
||
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Claims and other liabilities
|
317.2
|
|
|
344.3
|
|
||
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Commitments and contingencies
|
|
|
|
||||
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Shareholders’ Deficit:
|
|
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|
||||
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Preferred stock, $1 par value per share
|
—
|
|
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—
|
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||
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Common stock, $0.01 par value per share
|
0.1
|
|
|
0.1
|
|
||
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Capital surplus
|
1,964.0
|
|
|
1,926.5
|
|
||
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Accumulated deficit
|
(2,154.6
|
)
|
|
(2,070.6
|
)
|
||
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Accumulated other comprehensive loss
|
(382.6
|
)
|
|
(392.4
|
)
|
||
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Treasury stock, at cost (410 shares)
|
(92.7
|
)
|
|
(92.7
|
)
|
||
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Total shareholders’ deficit
|
(665.8
|
)
|
|
(629.1
|
)
|
||
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Total Liabilities and Shareholders’ Deficit
|
$
|
2,133.9
|
|
|
$
|
2,225.5
|
|
|
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Three Months
|
|
Nine Months
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||||||||||||
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2013
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|
2012
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2013
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2012
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||||||||
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Operating Revenue
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$
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1,252.7
|
|
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$
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1,236.8
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$
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3,657.7
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$
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3,681.9
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Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
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Salaries, wages and employees’ benefits
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711.8
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|
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701.0
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2,110.3
|
|
|
2,129.8
|
|
||||
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Operating expenses and supplies
|
284.4
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|
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275.4
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|
|
838.0
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|
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854.4
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|
||||
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Purchased transportation
|
139.0
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|
|
126.8
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|
|
379.6
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|
|
372.7
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|
||||
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Depreciation and amortization
|
43.3
|
|
|
44.6
|
|
|
130.4
|
|
|
139.4
|
|
||||
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Other operating expenses
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67.1
|
|
|
64.0
|
|
|
171.3
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|
|
192.0
|
|
||||
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(Gains) losses on property disposals, net
|
1.3
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|
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(2.3
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)
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(1.9
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)
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(0.5
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)
|
||||
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Total operating expenses
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1,246.9
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|
|
1,209.5
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3,627.7
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3,687.8
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|
||||
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Operating Income (Loss)
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5.8
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|
|
27.3
|
|
|
30.0
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|
|
(5.9
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)
|
||||
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Nonoperating Expenses:
|
|
|
|
|
|
|
|
||||||||
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Interest expense
|
43.1
|
|
|
33.7
|
|
|
124.2
|
|
|
111.6
|
|
||||
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Other, net
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(3.0
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)
|
|
(3.2
|
)
|
||||
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Nonoperating expenses, net
|
42.9
|
|
|
33.5
|
|
|
121.2
|
|
|
108.4
|
|
||||
|
Loss before income taxes
|
(37.1
|
)
|
|
(6.2
|
)
|
|
(91.2
|
)
|
|
(114.3
|
)
|
||||
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Income tax provision (benefit)
|
7.3
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|
|
(9.2
|
)
|
|
(7.2
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)
|
|
(13.1
|
)
|
||||
|
Net income (loss)
|
(44.4
|
)
|
|
3.0
|
|
|
(84.0
|
)
|
|
(101.2
|
)
|
||||
|
Less: net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
||||
|
Net Income (Loss) Attributable to YRC Worldwide Inc.
|
(44.4
|
)
|
|
3.0
|
|
|
(84.0
|
)
|
|
(105.1
|
)
|
||||
|
Other comprehensive income, net of tax
|
4.6
|
|
|
3.7
|
|
|
9.8
|
|
|
9.9
|
|
||||
|
Comprehensive Income (Loss) Attributable to YRC Worldwide Inc. Shareholders
|
$
|
(39.8
|
)
|
|
$
|
6.7
|
|
|
$
|
(74.2
|
)
|
|
$
|
(95.2
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Average Common Shares Outstanding – Basic
|
9,977
|
|
|
7,512
|
|
|
9,053
|
|
|
7,149
|
|
||||
|
Average Common Shares Outstanding – Diluted
|
9,977
|
|
|
14,162
|
|
|
9,053
|
|
|
7,149
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net Income (Loss) Per Share – Basic
|
$
|
(4.45
|
)
|
|
$
|
0.40
|
|
|
$
|
(9.29
|
)
|
|
$
|
(14.16
|
)
|
|
Net Loss Per Share – Diluted
|
$
|
(4.45
|
)
|
|
$
|
(4.30
|
)
|
|
$
|
(9.29
|
)
|
|
$
|
(14.16
|
)
|
|
|
2013
|
|
2012
|
||||
|
Operating Activities:
|
|
|
|
||||
|
Net loss
|
$
|
(84.0
|
)
|
|
$
|
(101.2
|
)
|
|
Noncash items included in net loss:
|
|
|
|
||||
|
Depreciation and amortization
|
130.4
|
|
|
139.4
|
|
||
|
Paid-in-kind interest on Series A Notes and Series B Notes
|
24.6
|
|
|
22.1
|
|
||
|
Amortization of deferred debt costs
|
5.0
|
|
|
4.1
|
|
||
|
Equity based compensation expense
|
4.5
|
|
|
3.0
|
|
||
|
Deferred income tax benefit
|
(0.1
|
)
|
|
—
|
|
||
|
Gains on property disposals, net
|
(1.9
|
)
|
|
(0.5
|
)
|
||
|
Other noncash items, net
|
5.9
|
|
|
(1.6
|
)
|
||
|
Changes in assets and liabilities, net:
|
|
|
|
||||
|
Accounts receivable
|
(59.5
|
)
|
|
(44.3
|
)
|
||
|
Accounts payable
|
25.4
|
|
|
16.6
|
|
||
|
Other operating assets
|
0.9
|
|
|
(9.0
|
)
|
||
|
Other operating liabilities
|
(54.2
|
)
|
|
(76.6
|
)
|
||
|
Net cash used in operating activities
|
(3.0
|
)
|
|
(48.0
|
)
|
||
|
Investing Activities:
|
|
|
|
||||
|
Acquisition of property and equipment
|
(56.5
|
)
|
|
(48.1
|
)
|
||
|
Proceeds from disposal of property and equipment
|
5.9
|
|
|
39.2
|
|
||
|
Restricted escrow receipts, net
|
19.9
|
|
|
23.9
|
|
||
|
Other, net
|
1.8
|
|
|
2.4
|
|
||
|
Net cash (used in) provided by investing activities
|
(28.9
|
)
|
|
17.4
|
|
||
|
Financing Activities:
|
|
|
|
||||
|
Issuance of long-term debt
|
0.3
|
|
|
45.0
|
|
||
|
Repayments of long-term debt
|
(6.6
|
)
|
|
(20.4
|
)
|
||
|
Debt issuance costs
|
—
|
|
|
(5.1
|
)
|
||
|
Net cash (used in) provided by financing activities
|
(6.3
|
)
|
|
19.5
|
|
||
|
Net Decrease In Cash and Cash Equivalents
|
(38.2
|
)
|
|
(11.1
|
)
|
||
|
Cash and Cash Equivalents, Beginning of Period
|
208.7
|
|
|
200.5
|
|
||
|
Cash and Cash Equivalents, End of Period
|
$
|
170.5
|
|
|
$
|
189.4
|
|
|
|
|
|
|
||||
|
Supplemental Cash Flow Information
:
|
|
|
|
||||
|
Interest paid
|
$
|
(90.4
|
)
|
|
$
|
(91.6
|
)
|
|
Income tax refund, net
|
$
|
10.8
|
|
|
$
|
8.2
|
|
|
Common Stock
|
|
||
|
Beginning and ending balance
|
$
|
0.1
|
|
|
Capital Surplus
|
|
||
|
Beginning balance
|
$
|
1,926.5
|
|
|
Share-based compensation
|
2.2
|
|
|
|
Issuance of equity upon conversion of Series B Notes
|
35.3
|
|
|
|
Ending balance
|
$
|
1,964.0
|
|
|
Accumulated Deficit
|
|
||
|
Beginning balance
|
$
|
(2,070.6
|
)
|
|
Net loss attributable to YRC Worldwide Inc.
|
(84.0
|
)
|
|
|
Ending balance
|
$
|
(2,154.6
|
)
|
|
Accumulated Other Comprehensive Loss
|
|
||
|
Beginning balance
|
$
|
(392.4
|
)
|
|
Reclassification of net pension actuarial losses to net loss, net of tax
|
11.1
|
|
|
|
Foreign currency translation adjustments
|
(1.3
|
)
|
|
|
Ending balance
|
$
|
(382.6
|
)
|
|
Treasury Stock, At Cost
|
|
||
|
Beginning and ending balance
|
$
|
(92.7
|
)
|
|
Total Shareholders’ Deficit
|
$
|
(665.8
|
)
|
|
•
|
YRC Freight is the reporting segment that focuses on longer haul business opportunities in national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management and customer facing organizations. This unit includes our LTL subsidiary YRC Inc. and Reimer Express, a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.
|
|
•
|
Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. Regional Transportation is comprised of USF Holland Inc. (“Holland”), New Penn Motor Express, Inc. (“New Penn”) and USF Reddaway Inc. (“Reddaway”). These companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.
|
|
|
|
|
Fair Value Measurement Hierarchy
|
||||||||||||
|
(in millions)
|
Total Carrying
Value
|
|
Quoted prices
in active market
(Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
Restricted amounts held in escrow-current
|
$
|
90.1
|
|
|
$
|
90.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Restricted amounts held in escrow-long term
|
$
|
12.5
|
|
|
$
|
12.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total assets at fair value
|
$
|
102.6
|
|
|
$
|
102.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Four Consecutive Fiscal Quarters Ending
|
Minimum Consolidated
EBITDA
|
|
Maximum Total
Leverage Ratio
|
|
Minimum Interest
Coverage Ratio
|
|
September 30, 2013
|
$260,000,000
|
|
6.0 to 1.00
|
|
1.60 to 1.00
|
|
December 31, 2013
|
$245,000,000
|
|
5.7 to 1.00
|
|
1.50 to 1.00
|
|
March 31, 2014
|
$220,000,000
|
|
6.4 to 1.00
|
|
1.30 to 1.00
|
|
June 30, 2014
|
$225,000,000
|
|
6.5 to 1.00
|
|
1.30 to 1.00
|
|
September 30, 2014
|
$245,000,000
|
|
6.5 to 1.00
|
|
1.40 to 1.00
|
|
December 31, 2014
|
$260,000,000
|
|
6.2 to 1.00
|
|
1.40 to 1.00
|
|
•
|
achieving forecasted results in order to comply with covenants and other terms of our credit facilities so as to have access to the borrowings available to us under our credit facilities;
|
|
•
|
securing suitable lease financing arrangements to replace revenue equipment;
|
|
•
|
generating operating cash flows that are sufficient to meet the minimum cash balance requirement under our credit facilities, cash requirements for pension contributions to our single-employer pension plan and our multi-employer pension funds, cash interest and principal payments on our funded debt, payments on our equipment leases, letter of credit fees under our credit facilities and for capital expenditures or additional lease payments for new revenue equipment.
|
|
As of September 30, 2013 (in millions)
|
Par Value
|
|
Premium/
(Discount)
|
|
Book
Value
|
|
Stated
Interest Rate
|
|
Effective
Interest Rate
|
||||||||
|
Restructured Term Loan
|
$
|
298.7
|
|
|
$
|
45.2
|
|
|
$
|
343.9
|
|
|
10.0
|
%
|
|
—
|
%
|
|
Term A Facility (capacity $175.0, borrowing base $168.2, availability $63.2)
|
105.0
|
|
|
(2.8
|
)
|
|
102.2
|
|
|
8.5
|
%
|
|
15.8
|
%
|
|||
|
Term B Facility (capacity $220.5, borrowing base $220.5, availability $0.0)
|
220.5
|
|
|
(5.1
|
)
|
|
215.4
|
|
|
11.25
|
%
|
|
15.0
|
%
|
|||
|
Series A Notes
|
173.5
|
|
|
(20.6
|
)
|
|
152.9
|
|
|
10.0
|
%
|
|
18.3
|
%
|
|||
|
Series B Notes
|
68.2
|
|
|
(12.1
|
)
|
|
56.1
|
|
|
10.0
|
%
|
|
25.6
|
%
|
|||
|
6% Convertible Senior Notes
|
69.4
|
|
|
(2.5
|
)
|
|
66.9
|
|
|
6.0
|
%
|
|
15.5
|
%
|
|||
|
A&R CDA
|
124.3
|
|
|
(0.2
|
)
|
|
124.1
|
|
|
3.0-18.0%
|
|
|
7.0
|
%
|
|||
|
Lease financing obligations
|
299.3
|
|
|
—
|
|
|
299.3
|
|
|
10.0-18.2%
|
|
|
11.9
|
%
|
|||
|
Other
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
|
|
|
|
|
|||
|
Total debt
|
$
|
1,359.1
|
|
|
$
|
1.9
|
|
|
$
|
1,361.0
|
|
|
|
|
|
||
|
Current maturities of Term A Facility
|
(105.0
|
)
|
|
2.8
|
|
|
(102.2
|
)
|
|
|
|
|
|||||
|
Current maturities of Term B Facility
|
(220.5
|
)
|
|
$
|
5.1
|
|
|
(215.4
|
)
|
|
|
|
|
||||
|
Current maturities of 6% Notes
|
(69.4
|
)
|
|
2.5
|
|
|
(66.9
|
)
|
|
|
|
|
|||||
|
Current maturities of lease financing obligations
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|
|
|
|
|||||
|
Current maturities of other
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
|
|
|
|||||
|
Long-term debt
|
$
|
956.0
|
|
|
$
|
12.3
|
|
|
$
|
968.3
|
|
|
|
|
|
||
|
As of December 31, 2012 (in millions)
|
Par Value
|
|
Premium/
(Discount)
|
|
Book
Value
|
|
Stated
Interest Rate
|
|
Effective
Interest Rate
|
||||||||
|
Restructured Term Loan
|
$
|
298.7
|
|
|
$
|
67.6
|
|
|
$
|
366.3
|
|
|
10.0
|
%
|
|
—
|
%
|
|
Term A Facility (capacity $175.0, borrowing base $147.6, availability $42.6)
|
105.0
|
|
|
(4.8
|
)
|
|
100.2
|
|
|
8.5
|
%
|
|
15.8
|
%
|
|||
|
Term B Facility (capacity $222.2, borrowing base $222.2, availability $0.0)
|
222.2
|
|
|
(8.5
|
)
|
|
213.7
|
|
|
11.25
|
%
|
|
15.0
|
%
|
|||
|
Series A Notes
|
161.2
|
|
|
(27.8
|
)
|
|
133.4
|
|
|
10.0
|
%
|
|
18.3
|
%
|
|||
|
Series B Notes
|
91.5
|
|
|
(25.4
|
)
|
|
66.1
|
|
|
10.0
|
%
|
|
25.6
|
%
|
|||
|
6% Notes
|
69.4
|
|
|
(6.3
|
)
|
|
63.1
|
|
|
6.0
|
%
|
|
15.5
|
%
|
|||
|
A&R CDA
|
125.8
|
|
|
(0.4
|
)
|
|
125.4
|
|
|
3.0-18.0%
|
|
|
7.1
|
%
|
|||
|
Lease financing obligations
|
306.9
|
|
|
—
|
|
|
306.9
|
|
|
10.0-18.2%
|
|
|
11.9
|
%
|
|||
|
Other
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
|
|
|
|||||
|
Total debt
|
$
|
1,381.0
|
|
|
$
|
(5.6
|
)
|
|
$
|
1,375.4
|
|
|
|
|
|
||
|
Current maturities of Term B Facility
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|
|
|
|
|||||
|
Current maturities of lease financing obligations
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|
|
|
|
|||||
|
Current maturities of other
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
|
|
|
|||||
|
Long-term debt
|
$
|
1,371.9
|
|
|
$
|
(5.6
|
)
|
|
$
|
1,366.3
|
|
|
|
|
|
||
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
(in millions)
|
Carrying amount
|
|
Fair Value
|
|
Carrying amount
|
|
Fair Value
|
||||||||
|
Restructured Term Loan
|
$
|
343.9
|
|
|
$
|
297.0
|
|
|
$
|
366.3
|
|
|
$
|
197.5
|
|
|
ABL Facility
|
317.6
|
|
|
329.0
|
|
|
313.9
|
|
|
325.8
|
|
||||
|
Series A Notes and Series B Notes
|
209.0
|
|
|
234.1
|
|
|
199.5
|
|
|
81.5
|
|
||||
|
Lease financing obligations
|
299.3
|
|
|
299.3
|
|
|
306.9
|
|
|
306.9
|
|
||||
|
Other
|
191.2
|
|
|
188.9
|
|
|
188.8
|
|
|
99.5
|
|
||||
|
Total debt
|
$
|
1,361.0
|
|
|
$
|
1,348.3
|
|
|
$
|
1,375.4
|
|
|
$
|
1,011.2
|
|
|
|
Three Months
|
|
Nine Months
|
||||||||||||
|
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Service cost
|
$
|
1.1
|
|
|
$
|
0.9
|
|
|
$
|
3.2
|
|
|
$
|
2.8
|
|
|
Interest cost
|
14.0
|
|
|
14.8
|
|
|
42.1
|
|
|
44.5
|
|
||||
|
Expected return on plan assets
|
(13.9
|
)
|
|
(14.9
|
)
|
|
(41.7
|
)
|
|
(38.1
|
)
|
||||
|
Amortization of net loss
|
3.7
|
|
|
1.0
|
|
|
11.1
|
|
|
6.8
|
|
||||
|
Total periodic pension cost
|
$
|
4.9
|
|
|
$
|
1.8
|
|
|
$
|
14.7
|
|
|
$
|
16.0
|
|
|
(shares in thousands)
|
2013
|
|
|
Beginning balance
|
7,976
|
|
|
Issuance of equity awards
|
245
|
|
|
Issuance of common stock upon conversion of Series B Notes
|
1,929
|
|
|
Ending balance
|
10,150
|
|
|
|
Three Months
|
|
Nine Months
|
||||||||||||
|
(dollars in millions, except per share data, shares in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Basic net income (loss) available to common shareholders
|
$
|
(44.4
|
)
|
|
$
|
3.0
|
|
|
$
|
(84.0
|
)
|
|
$
|
(105.1
|
)
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
|
6% Notes
1
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
||||
|
Series B Notes
1
|
—
|
|
|
(52.0
|
)
|
|
—
|
|
|
—
|
|
||||
|
Dilutive net loss available to common shareholders
|
$
|
(44.4
|
)
|
|
$
|
(60.8
|
)
|
|
$
|
(84.0
|
)
|
|
$
|
(105.1
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic weighted average shares outstanding
|
9,977
|
|
|
7,512
|
|
|
9,053
|
|
|
7,149
|
|
||||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
|
Stock options and restricted stock
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
|
6% Notes
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||
|
Series B Notes
|
—
|
|
|
6,601
|
|
|
—
|
|
|
—
|
|
||||
|
Dilutive weighted average shares outstanding
|
9,977
|
|
|
14,162
|
|
|
9,053
|
|
|
7,149
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings (loss) per share
|
$
|
(4.45
|
)
|
|
$
|
0.40
|
|
|
$
|
(9.29
|
)
|
|
$
|
(14.16
|
)
|
|
Diluted loss per share
|
$
|
(4.45
|
)
|
|
$
|
(4.30
|
)
|
|
$
|
(9.29
|
)
|
|
$
|
(14.16
|
)
|
|
•
|
YRC Freight
is the reporting segment for our transportation service providers focused on business opportunities in national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management and customer facing organizations. This unit includes our LTL subsidiary YRC Inc. and Reimer Express, a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.
|
|
•
|
Regional Transportation
is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. The Regional Transportation companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.
|
|
(in millions)
|
YRC Freight
|
|
Regional
Transportation
|
|
Corporate/
Eliminations
|
|
Consolidated
|
||||||||
|
As of September 30, 2013
|
|
|
|
|
|
|
|
||||||||
|
Identifiable assets
|
$
|
1,303.2
|
|
|
$
|
812.1
|
|
|
$
|
18.6
|
|
|
$
|
2,133.9
|
|
|
As of December 31, 2012
|
|
|
|
|
|
|
|
||||||||
|
Identifiable assets
|
$
|
1,315.4
|
|
|
$
|
745.5
|
|
|
$
|
164.6
|
|
|
$
|
2,225.5
|
|
|
Three Months Ended September 30, 2013
|
|
|
|
|
|
|
|
||||||||
|
External revenue
|
$
|
808.7
|
|
|
$
|
444.0
|
|
|
$
|
—
|
|
|
$
|
1,252.7
|
|
|
Intersegment revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating income (loss)
|
$
|
(9.7
|
)
|
|
$
|
20.0
|
|
|
$
|
(4.5
|
)
|
|
$
|
5.8
|
|
|
Nine Months Ended September 30, 2013
|
|
|
|
|
|
|
|
||||||||
|
External revenue
|
$
|
2,360.1
|
|
|
$
|
1,297.6
|
|
|
$
|
—
|
|
|
$
|
3,657.7
|
|
|
Intersegment revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating income (loss)
|
$
|
(15.8
|
)
|
|
$
|
57.2
|
|
|
$
|
(11.4
|
)
|
|
$
|
30.0
|
|
|
Three Months Ended September 30, 2012
|
|
|
|
|
|
|
|
||||||||
|
External revenue
|
$
|
819.5
|
|
|
$
|
417.3
|
|
|
$
|
—
|
|
|
$
|
1,236.8
|
|
|
Intersegment revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating income (loss)
|
$
|
2.8
|
|
|
$
|
27.2
|
|
|
$
|
(2.7
|
)
|
|
$
|
27.3
|
|
|
Nine Months Ended September 30, 2012
|
|
|
|
|
|
|
|
||||||||
|
External revenue
|
$
|
2,429.7
|
|
|
$
|
1,249.0
|
|
|
$
|
3.2
|
|
|
$
|
3,681.9
|
|
|
Intersegment revenue
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
Operating income (loss)
|
$
|
(58.4
|
)
|
|
$
|
61.6
|
|
|
$
|
(9.1
|
)
|
|
$
|
(5.9
|
)
|
|
(in millions)
|
Employee
Separation
|
Contract Termination and Other Costs
|
Total
|
||||||
|
Balance at December 31, 2012
|
$
|
—
|
|
$
|
0.5
|
|
$
|
0.5
|
|
|
Network optimization charges
|
1.3
|
|
5.0
|
|
6.3
|
|
|||
|
Payments
|
(0.9
|
)
|
(4.6
|
)
|
(5.5
|
)
|
|||
|
Balance at September 30, 2013
|
$
|
0.4
|
|
$
|
0.9
|
|
$
|
1.3
|
|
|
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
|
|
|
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
|
)
|
|
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
|
|
|
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
|
|
|
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
|
)
|
|
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
|
|
|
•
|
our ability to generate sufficient liquidity to satisfy our cash needs and future cash commitments, including (without limitation) our obligations related to our indebtedness and lease and pension funding requirements, and our ability to achieve increased cash flows through improvement in operations;
|
|
•
|
the pace of recovery in the overall economy, including (without limitation) customer demand in the retail and manufacturing sectors;
|
|
•
|
the success of our management team in implementing its strategic plan and operational and productivity improvements, including (without limitation) our continued ability to meet high on-time and quality delivery performance standards and our ability to increase volume and yield, and the impact of those improvements on our future liquidity and profitability;
|
|
•
|
our ability to comply with debt covenants and our cash reserve requirement;
|
|
•
|
our ability to refinance or restructure our indebtedness, a substantial portion of which matures in late 2014 or early 2015, in light of our recent operating results or otherwise;
|
|
•
|
our ability to obtain amendments or waivers to our credit facilities prior to any breach in our credit facility financial covenants;
|
|
•
|
our ability to finance the maintenance, acquisition and replacement of revenue equipment and other necessary capital expenditures;
|
|
•
|
our dependence on our information technology systems in our network operations and the production of accurate information, and the risk of system failure, inadequacy or security breach;
|
|
•
|
changes in equity and debt markets;
|
|
•
|
inclement weather;
|
|
•
|
price and availability of fuel;
|
|
•
|
sudden changes in the cost of fuel or the index upon which we base our fuel surcharge and the effectiveness of our fuel surcharge program in protecting us against fuel price volatility;
|
|
•
|
competition and competitive pressure on service and pricing;
|
|
•
|
expense volatility, including (without limitation) volatility due to changes in rail service or pricing for rail service;
|
|
•
|
our ability to comply and the cost of compliance with federal, state, local and foreign laws and regulations, including (without limitation) laws and regulations for the protection of employee safety and health (including new hours-of-service regulations) and the environment;
|
|
•
|
terrorist attack;
|
|
•
|
labor relations, including (without limitation) the continued support of our union employees for our strategic plan, the impact of work rules, work stoppages, strikes or other disruptions, our obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction;
|
|
•
|
the impact of claims and litigation to which we are or may become exposed; and
|
|
•
|
other risks and contingencies, including (without limitation) the risk factors that are included in our reports filed with the SEC, including those described under “Risk Factors” in our annual report on Form 10-K and quarterly reports on Form 10-Q, including this quarterly report.
|
|
•
|
Operating Revenue:
Our operating revenue has two primary components: volume (commonly evaluated using number of shipments and weight per shipment) and yield or price (commonly evaluated on a dollar per hundredweight basis). Yield includes fuel surcharge revenue, which is common in the trucking industry and represents an amount charged to customers that adjusts with changing fuel prices. We base our fuel surcharges on a published national index and adjust them weekly. Rapid material changes in the index or our cost of fuel can positively or negatively impact our revenue and operating income versus prior periods, as there is a lag in our adjustment of base rates in response to changes in fuel surcharge. We believe that fuel surcharge is an accepted and important component of the overall pricing of our services to our customers. Without an industry accepted fuel surcharge program, our base pricing for our transportation services would require numerous changes. We believe the distinction between base rates and fuel surcharge has blurred over time, and it is impractical to clearly separate all the different factors that influence the price that our customers are willing to pay. In general, under our present fuel surcharge program, we believe rising fuel costs are beneficial to us and falling fuel costs are detrimental to us in the short term.
|
|
•
|
Operating Income (Loss):
Operating income (loss) is our operating revenue less operating expenses. Our consolidated operating income (loss) includes certain corporate charges that are not allocated to our YRC Freight and Regional Transportation reporting segments.
|
|
•
|
Operating Ratio:
Operating ratio is a common operating performance metric used in the trucking industry. It is calculated as (i) 100 percent (ii) minus the result of dividing operating income by operating revenue or (iii) plus the result of dividing operating loss by operating revenue, and expressed as a percentage.
|
|
•
|
Non-GAAP Financial Measures:
We use certain non-GAAP financial measures to assess our performance. These include (without limitation) adjusted EBITDA and adjusted free cash flow (deficit):
|
|
◦
|
Adjusted EBITDA:
a non-GAAP measure that reflects our 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 our credit facilities. Adjusted EBITDA is used for internal management purposes as a financial measure that reflects our core operating performance and to measure compliance with financial covenants in our credit facilities.
|
|
◦
|
Adjusted Free Cash Flow (Deficit):
a non-GAAP measure that reflects our net cash provided by (used in) operating activities minus gross capital expenditures and excludes restructuring professional fees included in operating cash flow.
|
|
◦
|
Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to fund restructuring professional fees, letter of credit fees, 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 package, although adjusted EBITDA excludes employee equity-based compensation expense when presenting our ongoing operating performance for a particular period;
|
|
◦
|
Adjusted free cash flow (deficit) excludes the cash usage by our restructuring professional fees, debt issuance costs, equity issuance costs and principal payments on our outstanding debt and the resulting reduction in our liquidity position from those cash outflows; and
|
|
◦
|
Other companies in our industry may calculate adjusted EBITDA and adjusted free cash flow (deficit) differently than we do, potentially limiting their usefulness as comparative measures.
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||||||||
|
(in millions)
|
2013
|
|
2012
|
|
Percent Change
|
|
2013
|
|
2012
|
|
Percent Change
|
||||||||||
|
Operating revenue
|
$
|
1,252.7
|
|
|
$
|
1,236.8
|
|
|
1.3
|
%
|
|
$
|
3,657.7
|
|
|
$
|
3,681.9
|
|
|
(0.7
|
)%
|
|
Operating income (loss)
|
$
|
5.8
|
|
|
$
|
27.3
|
|
|
(78.8
|
)%
|
|
$
|
30.0
|
|
|
$
|
(5.9
|
)
|
|
NM*
|
|
|
Nonoperating expenses, net
|
$
|
42.9
|
|
|
$
|
33.5
|
|
|
28.1
|
%
|
|
$
|
121.2
|
|
|
$
|
108.4
|
|
|
11.8
|
%
|
|
Net income (loss)
|
$
|
(44.4
|
)
|
|
$
|
3.0
|
|
|
NM*
|
|
|
$
|
(84.0
|
)
|
|
$
|
(101.2
|
)
|
|
17.0
|
%
|
|
•
|
The
$12.2 million
increase
in purchased transportation was driven by increased purchased rail transportation miles at our YRC Freight reporting segment largely in conjunction with our network optimization initiative.
|
|
•
|
The
$10.8 million
increase
in salaries, wages and employees' benefits was largely due to a $9.8 million or 2.7% increase in wages driven by increased volumes at our Regional Transportation reporting segment and a $2.2 million increase in workers' compensation expense driven by unfavorable development on prior year claims.
|
|
•
|
The
$9.0 million
increase
in operating expenses and supplies was primarily driven by a $5.4 million increase in our vehicle maintenance expense to support our aging fleet.
|
|
•
|
The
$3.1 million
increase
in other operating expenses was primarily driven by a $4.4 million increase in our bodily injury and property damage expense.
|
|
•
|
The
$20.7 million
decrease
in other operating expenses was primarily driven by a $12.5 million decrease in our bodily injury and property damage expense due to our settlement initiatives and a $5.9 million decrease in cargo claims driven by favorable claim development and lower shipping volumes.
|
|
•
|
The
$19.5 million
decrease
in salaries, wages and employees' benefits was largely due to a $11.4 million or 11.1% reduction in workers' compensation expense driven by safety initiatives and settlement activity that are reducing our claims outstanding as well as a $7.0 million or 1.0% decrease in benefits driven by lower expense on our single-employer pension plan.
|
|
•
|
The
$16.4 million
decrease
in operating expenses and supplies was primarily driven by lower fuel expense of $16.2 million or 3.8%. The decrease in fuel expense is primarily a function of fewer miles driven at our YRC Freight reporting segment.
|
|
•
|
YRC Freight
is the reporting segment for our transportation service providers focused on business opportunities in national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management and customer facing organizations. This unit includes our LTL subsidiary YRC Inc. and Reimer Express, a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.
|
|
•
|
Regional Transportation
is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. The Regional Transportation companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||||||||
|
(in millions)
|
2013
|
|
2012
|
|
Percent
Change
|
|
2013
|
|
2012
|
|
Percent
Change
|
||||||||||
|
Operating revenue
|
$
|
808.7
|
|
|
$
|
819.5
|
|
|
(1.3)%
|
|
$
|
2,360.1
|
|
|
$
|
2,429.7
|
|
|
(2.9
|
)%
|
|
|
Operating income (loss)
|
$
|
(9.7
|
)
|
|
$
|
2.8
|
|
|
NM*
|
|
|
$
|
(15.8
|
)
|
|
$
|
(58.4
|
)
|
|
72.9%
|
|
|
Operating ratio
(a)
|
101.2
|
%
|
|
99.7
|
%
|
|
(1.5
|
) pp
|
|
100.7
|
%
|
|
102.4
|
%
|
|
1.7
|
pp
|
||||
|
(a)
|
pp represents the change in percentage points
|
|
|
Third Quarter
|
|
|
|||||||
|
|
2013
|
|
2012
|
|
Percent Change
(b)
|
|||||
|
Workdays
|
64.0
|
|
|
63.0
|
|
|
|
|||
|
|
|
|
|
|
|
|||||
|
Total picked up revenue (in millions)
(a)
|
$
|
803.6
|
|
|
$
|
812.2
|
|
|
(1.1
|
)%
|
|
Total tonnage (in thousands)
|
1,730
|
|
|
1,710
|
|
|
1.1
|
%
|
||
|
Total tonnage per day (in thousands)
|
27.03
|
|
|
27.15
|
|
|
(0.5
|
)%
|
||
|
Total shipments (in thousands)
|
2,928
|
|
|
2,977
|
|
|
(1.7
|
)%
|
||
|
Total shipments per day (in thousands)
|
45.75
|
|
|
47.26
|
|
|
(3.2
|
)%
|
||
|
Total picked up revenue per hundred weight
|
$
|
23.23
|
|
|
$
|
23.74
|
|
|
(2.2
|
)%
|
|
Total picked up revenue per shipment
|
$
|
274
|
|
|
$
|
273
|
|
|
0.6
|
%
|
|
Total weight per shipment (in pounds)
|
1,181
|
|
|
1,149
|
|
|
2.8
|
%
|
||
|
|
Third Quarter
|
||||||
|
(in millions)
|
2013
|
|
2012
|
||||
|
(a)
Reconciliation of operating revenue to total picked up revenue:
|
|
|
|
||||
|
Operating revenue
|
$
|
808.7
|
|
|
$
|
819.5
|
|
|
Change in revenue deferral and other
|
(5.1
|
)
|
|
(7.3
|
)
|
||
|
Total picked up revenue
|
$
|
803.6
|
|
|
$
|
812.2
|
|
|
•
|
The $8.6 million increase in purchased transportation was driven by increased purchased rail transportation miles used largely in conjunction with our network optimization initiative.
|
|
•
|
The $5.6 million decrease in salary, wages and employees' benefits in the
third quarter
of
2013
was primarily the result of a $2.8 million reduction in workers' compensation expense driven by safety initiatives and settlement activity that has reduced our outstanding claims and a $1.8 million decrease in salaries driven by changes in management related to our network optimization initiative, partially offset by higher overtime wages.
|
|
|
First Three Quarters
|
|
|
|||||||
|
|
2013
|
|
2012
|
|
Percent Change
(b)
|
|||||
|
Workdays
|
190.5
|
|
|
190.5
|
|
|
|
|||
|
|
|
|
|
|
|
|||||
|
Total picked up revenue (in millions)
(a)
|
$
|
2,358.1
|
|
|
$
|
2,423.0
|
|
|
(2.7
|
)%
|
|
Total tonnage (in thousands)
|
5,045
|
|
|
5,209
|
|
|
(3.1
|
)%
|
||
|
Total tonnage per day (in thousands)
|
26.48
|
|
|
27.34
|
|
|
(3.1
|
)%
|
||
|
Total shipments (in thousands)
|
8,644
|
|
|
9,039
|
|
|
(4.4
|
)%
|
||
|
Total shipments per day (in thousands)
|
45.37
|
|
|
47.45
|
|
|
(4.4
|
)%
|
||
|
Total picked up revenue per hundred weight
|
$
|
23.37
|
|
|
$
|
23.26
|
|
|
0.5
|
%
|
|
Total picked up revenue per shipment
|
$
|
273
|
|
|
$
|
268
|
|
|
1.8
|
%
|
|
Total weight per shipment (in pounds)
|
1,167
|
|
|
1,152
|
|
|
1.3
|
%
|
||
|
|
First Three Quarters
|
||||||
|
(in millions)
|
2013
|
|
2012
|
||||
|
(a)
Reconciliation of operating revenue to total picked up revenue:
|
|
|
|
||||
|
Operating revenue
|
$
|
2,360.1
|
|
|
$
|
2,429.7
|
|
|
Change in revenue deferral and other
|
(2.0
|
)
|
|
(6.7
|
)
|
||
|
Total picked up revenue
|
$
|
2,358.1
|
|
|
$
|
2,423.0
|
|
|
•
|
The $52.2 million decrease in salary, wages and employees' benefits in the
first three quarters
of
2013
was primarily the result of a $19.3 million reduction in workers' compensation expense driven by safety initiatives and settlement activity that has reduced our outstanding claims, a $14.3 million decrease in wages driven primarily by fewer shipments and a $11.2 million reduction in benefits driven by lower expense for our single-employer pension plan.
|
|
•
|
The $32.3 million decrease in operating expenses and supplies in the
first three quarters
of
2013
was primarily driven by lower fuel expenses of $15.9 million and a $1.5 million decrease in vehicle maintenance expenses.
|
|
•
|
The $22.3 million decrease in other operating expenses in the
first three quarters
of
2013
was primarily driven by a $14.2 million decrease in our bodily injury and property damage expense due to our settlement initiatives and a $6.0 million decrease in cargo claims driven by favorable claim development compared to the
first three quarters
of 2012.
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||||||||
|
(in millions)
|
2013
|
|
2012
|
|
Percent
Change
|
|
2013
|
|
2012
|
|
Percent
Change
|
||||||||||
|
Operating revenue
|
$
|
444.0
|
|
|
$
|
417.3
|
|
|
6.4%
|
|
$
|
1,297.6
|
|
|
$
|
1,249.2
|
|
|
3.9%
|
||
|
Operating income
|
$
|
20.0
|
|
|
$
|
27.2
|
|
|
(26.5)%
|
|
$
|
57.2
|
|
|
$
|
61.6
|
|
|
(7.1)%
|
||
|
Operating ratio
(a)
|
95.5
|
%
|
|
93.5
|
%
|
|
(2.0
|
) pp
|
|
95.6
|
%
|
|
95.1
|
%
|
|
(0.5
|
) pp
|
||||
|
(a)
|
pp represents the change in percentage points
|
|
|
Third Quarter
|
|
|
|||||||
|
|
2013
|
|
2012
|
|
Percent Change
(b)
|
|||||
|
Workdays
|
62.5
|
|
|
63.0
|
|
|
|
|||
|
|
|
|
|
|
|
|||||
|
Total picked up revenue (in millions)
(a)
|
$
|
443.6
|
|
|
$
|
417.6
|
|
|
6.2
|
%
|
|
Total tonnage (in thousands)
|
1,932
|
|
|
1,837
|
|
|
5.2
|
%
|
||
|
Total tonnage per day (in thousands)
|
30.91
|
|
|
29.15
|
|
|
6.0
|
%
|
||
|
Total shipments (in thousands)
|
2,676
|
|
|
2,540
|
|
|
5.4
|
%
|
||
|
Total shipments per day (in thousands)
|
42.82
|
|
|
40.32
|
|
|
6.2
|
%
|
||
|
Total picked up revenue per hundred weight
|
$
|
11.48
|
|
|
$
|
11.37
|
|
|
1.0
|
%
|
|
Total picked up revenue per shipment
|
$
|
166
|
|
|
$
|
164
|
|
|
0.8
|
%
|
|
Total weight per shipment (in pounds)
|
1,444
|
|
|
1,446
|
|
|
(0.2
|
)%
|
||
|
|
Third Quarter
|
||||||
|
(in millions)
|
2013
|
|
2012
|
||||
|
(a)
Reconciliation of operating revenue to total picked up revenue:
|
|
|
|
||||
|
Operating revenue
|
$
|
444.0
|
|
|
$
|
417.3
|
|
|
Change in revenue deferral and other
|
(0.4
|
)
|
|
0.3
|
|
||
|
Total picked up revenue
|
$
|
443.6
|
|
|
$
|
417.6
|
|
|
•
|
The $17.3 million increase in salary, wages and employees' benefits was primarily driven by a $9.5 million increase in wages driven by increased shipping volumes and a $4.0 million increase in workers' compensation expense driven by unfavorable development of existing claims.
|
|
•
|
The $6.7 million increase in operating expenses and supplies was primarily driven by a $2.5 million increase in vehicle maintenance expense primarily driven by increased shipping volumes and our aging fleet and a $1.9 million increase in fuel expense driven by increased shipping volumes.
|
|
•
|
The $5.6 million increase in other operating expenses was driven by a $4.2 million increase in our bodily injury and property damage expense due to unfavorable development of our existing claims.
|
|
|
First Three Quarters
|
|
|
|||||||
|
|
2013
|
|
2012
|
|
Percent Change
(b)
|
|||||
|
Workdays
|
189.0
|
|
|
190.5
|
|
|
|
|||
|
|
|
|
|
|
|
|||||
|
Total picked up revenue (in millions)
(a)
|
$
|
1,297.7
|
|
|
$
|
1,249.4
|
|
|
3.9
|
%
|
|
Total tonnage (in thousands)
|
5,733
|
|
|
5,609
|
|
|
2.2
|
%
|
||
|
Total tonnage per day (in thousands)
|
30.33
|
|
|
29.44
|
|
|
3.0
|
%
|
||
|
Total shipments (in thousands)
|
7,866
|
|
|
7,636
|
|
|
3.0
|
%
|
||
|
Total shipments per day (in thousands)
|
41.62
|
|
|
40.08
|
|
|
3.8
|
%
|
||
|
Total picked up revenue per hundred weight
|
$
|
11.32
|
|
|
$
|
11.14
|
|
|
1.6
|
%
|
|
Total picked up revenue per shipment
|
$
|
165
|
|
|
$
|
164
|
|
|
0.8
|
%
|
|
Total weight per shipment (in pounds)
|
1,458
|
|
|
1,469
|
|
|
(0.8
|
)%
|
||
|
|
First Half
|
||||||
|
(in millions)
|
2013
|
|
2012
|
||||
|
(a)
Reconciliation of operating revenue to total picked up revenue:
|
|
|
|
||||
|
Operating revenue
|
$
|
1,297.6
|
|
|
$
|
1,249.2
|
|
|
Change in revenue deferral and other
|
0.1
|
|
|
0.2
|
|
||
|
Total picked up revenue
|
$
|
1,297.7
|
|
|
$
|
1,249.4
|
|
|
•
|
The $33.9 million increase in salary, wages and employees' benefits was primarily driven by an $18.1 million increase in wages and a $6.4 million increase in benefits driven by increased shipping volumes.
|
|
•
|
The $12.5 million increase in operating expenses and supplies was primarily driven by a $5.3 million increase in vehicle and facility maintenance expense primarily driven by increased shipping volumes.
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||
|
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Reconciliation of operating income (loss) to adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
|
Operating income (loss)
|
$
|
5.8
|
|
|
$
|
27.3
|
|
|
$
|
30.0
|
|
|
$
|
(5.9
|
)
|
|
Depreciation and amortization
|
43.3
|
|
|
44.6
|
|
|
130.4
|
|
|
139.4
|
|
||||
|
(Gains) losses on property disposals, net
|
1.3
|
|
|
(2.3
|
)
|
|
(1.9
|
)
|
|
(0.5
|
)
|
||||
|
Letter of credit expense
|
8.0
|
|
|
9.5
|
|
|
25.8
|
|
|
27.0
|
|
||||
|
Restructuring professional fees
|
3.2
|
|
|
—
|
|
|
6.0
|
|
|
3.0
|
|
||||
|
Permitted dispositions and other
|
0.1
|
|
|
(0.9
|
)
|
|
—
|
|
|
(3.0
|
)
|
||||
|
Equity based compensation expense
|
0.5
|
|
|
0.9
|
|
|
4.5
|
|
|
3.0
|
|
||||
|
Other nonoperating, net
|
0.2
|
|
|
(0.3
|
)
|
|
3.0
|
|
|
1.2
|
|
||||
|
Adjusted EBITDA
|
$
|
62.4
|
|
|
$
|
78.8
|
|
|
$
|
197.8
|
|
|
$
|
164.2
|
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||
|
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Adjusted EBITDA
|
$
|
62.4
|
|
|
$
|
78.8
|
|
|
$
|
197.8
|
|
|
$
|
164.2
|
|
|
Total restructuring professional fees
|
(3.2
|
)
|
|
—
|
|
|
(6.0
|
)
|
|
(3.0
|
)
|
||||
|
Cash paid for interest
|
(33.2
|
)
|
|
(31.3
|
)
|
|
(90.4
|
)
|
|
(91.6
|
)
|
||||
|
Cash paid for letter of credit fees
|
(11.0
|
)
|
|
(9.6
|
)
|
|
(26.0
|
)
|
|
(28.6
|
)
|
||||
|
Working Capital cash flows excluding income tax, net
|
1.2
|
|
|
(68.8
|
)
|
|
(89.2
|
)
|
|
(97.2
|
)
|
||||
|
Net cash provided by (used in) operating activities before income taxes
|
16.2
|
|
|
(30.9
|
)
|
|
(13.8
|
)
|
|
(56.2
|
)
|
||||
|
Cash (paid) received for income taxes, net
|
(1.0
|
)
|
|
(0.5
|
)
|
|
10.8
|
|
|
8.2
|
|
||||
|
Net cash provided by (used in) operating activities
|
15.2
|
|
|
(31.4
|
)
|
|
(3.0
|
)
|
|
(48.0
|
)
|
||||
|
Acquisition of property and equipment
|
(17.4
|
)
|
|
(17.4
|
)
|
|
(56.5
|
)
|
|
(48.1
|
)
|
||||
|
Total restructuring professional fees
|
3.2
|
|
|
—
|
|
|
6.0
|
|
|
3.0
|
|
||||
|
Adjusted Free Cash Flow (Deficit)
|
$
|
1.0
|
|
|
$
|
(48.8
|
)
|
|
$
|
(53.5
|
)
|
|
$
|
(93.1
|
)
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||
|
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Adjusted EBITDA by segment:
|
|
|
|
|
|
|
|
||||||||
|
YRC Freight
|
$
|
24.2
|
|
|
$
|
37.2
|
|
|
$
|
87.8
|
|
|
$
|
55.5
|
|
|
Regional Transportation
|
38.3
|
|
|
44.4
|
|
|
109.8
|
|
|
114.2
|
|
||||
|
Corporate and other
|
(0.1
|
)
|
|
(2.8
|
)
|
|
0.2
|
|
|
(5.5
|
)
|
||||
|
Adjusted EBITDA
|
$
|
62.4
|
|
|
$
|
78.8
|
|
|
$
|
197.8
|
|
|
$
|
164.2
|
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||
|
YRC Freight segment (in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Reconciliation of operating income (loss) to adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
|
Operating income (loss)
|
$
|
(9.7
|
)
|
|
$
|
2.8
|
|
|
$
|
(15.8
|
)
|
|
$
|
(58.4
|
)
|
|
Depreciation and amortization
|
27.4
|
|
|
29.0
|
|
|
83.3
|
|
|
91.4
|
|
||||
|
(Gains) losses on property disposals, net
|
0.9
|
|
|
(2.3
|
)
|
|
(2.6
|
)
|
|
(0.6
|
)
|
||||
|
Letter of credit expense
|
5.5
|
|
|
7.7
|
|
|
20.1
|
|
|
22.0
|
|
||||
|
Other nonoperating expenses, net
|
0.1
|
|
|
—
|
|
|
2.8
|
|
|
1.1
|
|
||||
|
Adjusted EBITDA
|
$
|
24.2
|
|
|
$
|
37.2
|
|
|
$
|
87.8
|
|
|
$
|
55.5
|
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||
|
Regional Transportation segment (in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Reconciliation of operating income to adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
|
Operating income
|
$
|
20.0
|
|
|
$
|
27.2
|
|
|
$
|
57.2
|
|
|
$
|
61.6
|
|
|
Depreciation and amortization
|
15.9
|
|
|
15.6
|
|
|
47.0
|
|
|
47.4
|
|
||||
|
Losses on property disposals, net
|
0.4
|
|
|
—
|
|
|
0.5
|
|
|
0.6
|
|
||||
|
Letter of credit expense
|
1.9
|
|
|
1.6
|
|
|
4.9
|
|
|
4.6
|
|
||||
|
Other nonoperating expenses, net
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
|
Adjusted EBITDA
|
$
|
38.3
|
|
|
$
|
44.4
|
|
|
$
|
109.8
|
|
|
$
|
114.2
|
|
|
|
Third Quarter
|
|
First Three Quarters
|
||||||||||||
|
Corporate and other segment (in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Reconciliation of operating loss to adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
|
Operating loss
|
$
|
(4.5
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
(9.1
|
)
|
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.6
|
|
||||
|
(Gains) losses on property disposals, net
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.5
|
)
|
||||
|
Letter of credit expense
|
0.6
|
|
|
0.2
|
|
|
0.8
|
|
|
0.4
|
|
||||
|
Restructuring professional fees
|
3.2
|
|
|
—
|
|
|
6.0
|
|
|
3.0
|
|
||||
|
Permitted dispositions and other
|
0.1
|
|
|
(0.9
|
)
|
|
—
|
|
|
(3.0
|
)
|
||||
|
Equity based compensation expense
|
0.5
|
|
|
0.9
|
|
|
4.5
|
|
|
3.0
|
|
||||
|
Other nonoperating income, net
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
0.1
|
|
||||
|
Adjusted EBITDA
|
$
|
(0.1
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
0.2
|
|
|
$
|
(5.5
|
)
|
|
Four Consecutive Fiscal Quarters Ending
|
Minimum Consolidated
EBITDA
|
|
Maximum Total
Leverage Ratio
|
|
Minimum Interest
Coverage Ratio
|
|
September 30, 2013
|
$260,000,000
|
|
6.0 to 1.00
|
|
1.60 to 1.00
|
|
December 31, 2013
|
$245,000,000
|
|
5.7 to 1.00
|
|
1.50 to 1.00
|
|
March 31, 2014
|
$220,000,000
|
|
6.4 to 1.00
|
|
1.30 to 1.00
|
|
June 30, 2014
|
$225,000,000
|
|
6.5 to 1.00
|
|
1.30 to 1.00
|
|
September 30, 2014
|
$245,000,000
|
|
6.5 to 1.00
|
|
1.40 to 1.00
|
|
December 31, 2014
|
$260,000,000
|
|
6.2 to 1.00
|
|
1.40 to 1.00
|
|
•
|
achieving forecasted results in order to comply with covenants and other terms of our credit facilities so as to have access to the borrowings available to us under our credit facilities;
|
|
•
|
securing suitable lease financing arrangements to replace revenue equipment;
|
|
•
|
generating operating cash flows that are sufficient to meet the minimum cash balance requirement under our credit facilities, cash requirements for pension contributions to our single-employer pension plan and our multi-employer pension funds, cash interest and principal payments on our funded debt, payments on our equipment leases, letter of credit fees under our credit facilities and for capital expenditures or additional lease payments for new revenue equipment.
|
|
|
Payments Due by Period
|
|
|
|
||||||||||||||||
|
(in millions)
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
|
||||||||||
|
Balance sheet obligations:
(a)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
ABL borrowings, including interest
|
$
|
374.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
374.3
|
|
|
|
Long-term debt, including interest
|
101.4
|
|
|
592.5
|
|
|
0.2
|
|
|
—
|
|
|
694.1
|
|
|
|||||
|
Lease financing obligations
|
41.5
|
|
|
84.5
|
|
|
86.5
|
|
|
61.8
|
|
|
274.3
|
|
(b)
|
|||||
|
Multi-employer pension deferral obligations, including interest
|
8.7
|
|
|
129.1
|
|
|
—
|
|
|
—
|
|
|
137.8
|
|
|
|||||
|
Workers’ compensation, property damage and liability claims obligations
|
100.1
|
|
|
118.1
|
|
|
58.3
|
|
|
113.9
|
|
|
390.4
|
|
(c)
|
|||||
|
Off balance sheet obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating leases
|
53.7
|
|
|
63.7
|
|
|
27.3
|
|
|
20.9
|
|
|
165.6
|
|
|
|||||
|
Letter of credit fees
|
31.4
|
|
|
15.7
|
|
|
—
|
|
|
—
|
|
|
47.1
|
|
(d)
|
|||||
|
Capital expenditures
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
|||||
|
Total contractual obligations
|
$
|
714.4
|
|
|
$
|
1,003.6
|
|
|
$
|
172.3
|
|
|
$
|
196.6
|
|
|
$
|
2,086.9
|
|
|
|
(a)
|
Total liabilities for unrecognized tax benefits as of
September 30, 2013
were
$27.8 million
and are classified on our consolidated balance sheet within “Claims and Other Liabilities” and are excluded from the table above.
|
|
(b)
|
The
$274.3 million
of lease financing obligation payments represent interest payments of
$200.7 million
and principal payments of
$73.6 million
. The remaining principle obligation is offset by the estimated book value of leased property at the expiration date of each lease agreement.
|
|
(c)
|
The workers' compensation, property damage and liability claims obligations represent our estimate of future payments for these obligations, not all of which are contractually required.
|
|
(d)
|
The letter of credit fees are related to the cash collateral for our outstanding letters of credit on our previous ABS facility, as well as the amended and restated credit agreement outstanding letters of credit.
|
|
|
Amount of Commitment Expiration Per Period
|
|
|
||||||||||||||||
|
(in millions)
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
|
Unused line of credit
|
|
|
|
|
|
|
|
|
|
||||||||||
|
ABL Facility
(a)
|
$
|
63.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63.2
|
|
|
Letters of credit
|
—
|
|
|
364.6
|
|
(b)
|
—
|
|
|
—
|
|
|
364.6
|
|
|||||
|
Surety bonds
|
120.0
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
128.4
|
|
|||||
|
Total commercial commitments
|
$
|
183.2
|
|
|
$
|
373.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
556.2
|
|
|
(a)
|
We hold in restricted escrow
$90.1 million
.
|
|
(b)
|
Under our credit facilities, we hold in restricted escrow
$12.5 million
of cash related to the net cash proceeds from certain asset sales. This restricted escrow provides additional cash collateral for our outstanding letters of credit. On November 12, 2013 we entered into an amendment to our amended and restated credit agreement that permits the return of this restricted escrow.
|
|
•
|
achieving forecasted results in order to comply with covenants and other terms of our credit facilities so as to have access to the borrowings available to us under our credit facilities;
|
|
•
|
securing suitable lease financing arrangements to replace revenue equipment;
|
|
•
|
generating operating cash flows that are sufficient to meet the minimum cash balance requirement under our credit facilities, cash requirements for pension contributions to our single-employer pension plan and our multi-employer pension funds, cash interest and principal payments on our funded debt, payments on our equipment leases, letter of credit fees under our credit facilities and for capital expenditures or additional lease payments for new revenue equipment.
|
|
Test Period Ending
|
Maximum Total Leverage Ratio
|
|
|
|
|
December 31, 2013
|
5.7 to 1.00
|
|
March 31, 2014
|
6.4 to 1.00
|
|
June 30, 2014
|
6.5 to 1.00
|
|
September 30, 2014
|
6.5 to 1.00
|
|
December 31, 2014
|
6.2 to 1.00
|
|
Test Period Ending
|
Minimum Interest Coverage Ratio
|
|
|
|
|
December 31, 2013
|
1.50 to 1.00
|
|
March 31, 2014
|
1.30 to 1.00
|
|
June 30, 2014
|
1.30 to 1.00
|
|
September 30, 2014
|
1.40 to 1.00
|
|
December 31, 2014
|
1.40 to 1.00
|
|
Four Consecutive Fiscal Quarter Period Ending
|
Minimum Consolidated EBITDA
|
|
|
|
|
December 31, 2013
|
$245,000,000
|
|
March 31, 2014
|
$220,000,000
|
|
June 30, 2014
|
$225,000,000
|
|
September 30, 2014
|
$245,000,000
|
|
December 31, 2014
|
$260,000,000
|
|
10.1*
|
Amendment No. 3 to Amended and Restated Credit Agreement, by and among the Company, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto.
|
|
10.2*
|
Amendment No. 4 to Credit Agreement, by and among YRCW Receivables LLC, as borrower, and the lenders party thereto.
|
|
31.1*
|
Certification of James L. Welch filed pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2*
|
Certification of Jamie G. Pierson filed pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1*
|
Certification of James L. Welch furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2*
|
Certification of Jamie G. Pierson furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS**
|
XBRL Instance Document
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
*
|
Indicates documents filed herewith
|
|
**
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
|
YRC WORLDWIDE INC.
|
|
|
|
|
|
|
|
|
|
Date: November 12, 2013
|
|
/s/ James L. Welch
|
|
|
|
James L. Welch
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Date: November 12, 2013
|
|
/s/ Jamie G. Pierson
|
|
|
|
Jamie G. Pierson
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|---|---|---|
Mr. Knight serves on the Board of Directors of LAIKA. He is the son of NIKE's co-founder, Mr. Philip Knight, who currently serves as Chairman Emeritus. In addition to his skills and qualifications described above, Mr. Travis Knight was selected to serve on the Board because he has a significant role in the management of the Class A Stock owned by Swoosh, LLC, strengthening the alignment of the Board with the interests of NIKE shareholders. | |||
Mr. Cook is a member of the Board of Directors of Apple. In addition to this public company board service, he is also a member of the Board of Directors of the National Football Foundation and Duke University Board of Trustees. | |||
Ms. Duckett is Chair of the Otis and Rosie Brown Foundation and serves on the Board of Directors of Brex, National Medal of Honor Museum, and the Robert F. Kennedy Human Rights. She also serves on the Board of Trustees for Sesame Workshop. | |||
ROLES AND RESPONSIBILITIES: The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to: • Matters involving the Company's accounting, auditing, financial reporting, and internal controls; • Overseeing the Company's financial policies and activities; • The integrity of the Company's financial statements and activities of the Company that may have a material impact on the financial position of the Company; • Matters involving information security (including risks related to cyber security) and data protection; • The Company's compliance with legal and regulatory requirements; • The independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditor; • The Company's risk assessment and risk management processes and practices; and • Considering long-term financing options, long-range tax, financial regulatory and foreign currency issues facing the Company, and management's recommendations concerning capital deployment strategy, major capital expenditures, and material acquisitions or divestitures. The Board has determined that each member of the Audit & Finance Committee meets all independence and financial literacy requirements applicable to audit committee members under the NYSE listing standards and applicable regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"). The Board has also determined that each of Mr. Graf, Ms. Henry, and Mr. Swan is an "audit committee financial expert" as defined in regulations adopted by the SEC. | |||
ROLES AND RESPONSIBILITIES: The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to: • Matters involving the Company's accounting, auditing, financial reporting, and internal controls; • Overseeing the Company's financial policies and activities; • The integrity of the Company's financial statements and activities of the Company that may have a material impact on the financial position of the Company; • Matters involving information security (including risks related to cyber security) and data protection; • The Company's compliance with legal and regulatory requirements; • The independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditor; • The Company's risk assessment and risk management processes and practices; and • Considering long-term financing options, long-range tax, financial regulatory and foreign currency issues facing the Company, and management's recommendations concerning capital deployment strategy, major capital expenditures, and material acquisitions or divestitures. The Board has determined that each member of the Audit & Finance Committee meets all independence and financial literacy requirements applicable to audit committee members under the NYSE listing standards and applicable regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"). The Board has also determined that each of Mr. Graf, Ms. Henry, and Mr. Swan is an "audit committee financial expert" as defined in regulations adopted by the SEC. | |||
Ms. Peluso is a member of the Board of Directors at the Ad Council and is on the Executive Council of the Board of Directors of the Association of National Advertisers. | |||
ROLES AND RESPONSIBILITIES: The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to: • Matters involving the Company's accounting, auditing, financial reporting, and internal controls; • Overseeing the Company's financial policies and activities; • The integrity of the Company's financial statements and activities of the Company that may have a material impact on the financial position of the Company; • Matters involving information security (including risks related to cyber security) and data protection; • The Company's compliance with legal and regulatory requirements; • The independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditor; • The Company's risk assessment and risk management processes and practices; and • Considering long-term financing options, long-range tax, financial regulatory and foreign currency issues facing the Company, and management's recommendations concerning capital deployment strategy, major capital expenditures, and material acquisitions or divestitures. The Board has determined that each member of the Audit & Finance Committee meets all independence and financial literacy requirements applicable to audit committee members under the NYSE listing standards and applicable regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"). The Board has also determined that each of Mr. Graf, Ms. Henry, and Mr. Swan is an "audit committee financial expert" as defined in regulations adopted by the SEC. | |||
A board of 12 directors will be elected at the Annual Meeting. Each elected director will hold office until the next annual meeting of shareholders and until their successor is elected and qualified. All of the nominees were elected at the 2023 annual meeting of shareholders. Ms. Cathleen Benko, Mr. John Rogers, Jr., and Mr. Robert Swan are nominated by the Board of Directors (the "Board") for election by the holders of NIKE's Class B Common Stock ("Class B Stock"). The other nine nominees are nominated by the Board for election by the holders of NIKE's Class A Common Stock ("Class A Stock"). Under Oregon law and our Bylaws, if a quorum of each class of shareholders is present at the Annual Meeting, the nine director nominees who receive the greatest number of votes cast by holders of Class A Stock and the three director nominees who receive the greatest number of votes cast by holders of Class B Stock will be elected as directors. Withheld votes and broker non-votes will have no effect on the results of the vote. Unless otherwise instructed, proxy holders will vote the proxies they receive for the election of each of the nominees listed below. If any nominee becomes unable to serve, the holders of the proxies may, in their discretion, vote the shares for a substitute nominee or nominees designated by the Board. The Bylaws and the Corporate Governance Guidelines of the Company provide that any nominee for director in an uncontested election who receives a greater number of votes "withheld" from their election than votes "for" such election shall tender their resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The committee will then recommend to the Board the action to be taken with respect to the resignation, and the Board will publicly disclose its decision with respect to such resignation within 90 days after the certification of the election results. Background information on the nominees as of July 25, 2024, including certain of the attributes that led to their selection, appears below. The Board and the Corporate Responsibility, Sustainability & Governance Committee has determined that each director meets the qualification standards described below under "NIKE, Inc. Board of Directors—Director Nominations". In addition, while the Board believes that each director nominee is individually qualified to make unique and substantial contributions to the Board, the Board firmly believes that the experience, attributes, and skills of any single director nominee should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all director nominees bring to the Board as a whole, each of which contributes to the function of an effective Board. | |||
Ms. Gil is a member of the Board of Directors of the National Women's History Museum. | |||
A board of 12 directors will be elected at the Annual Meeting. Each elected director will hold office until the next annual meeting of shareholders and until their successor is elected and qualified. All of the nominees were elected at the 2023 annual meeting of shareholders. Ms. Cathleen Benko, Mr. John Rogers, Jr., and Mr. Robert Swan are nominated by the Board of Directors (the "Board") for election by the holders of NIKE's Class B Common Stock ("Class B Stock"). The other nine nominees are nominated by the Board for election by the holders of NIKE's Class A Common Stock ("Class A Stock"). Under Oregon law and our Bylaws, if a quorum of each class of shareholders is present at the Annual Meeting, the nine director nominees who receive the greatest number of votes cast by holders of Class A Stock and the three director nominees who receive the greatest number of votes cast by holders of Class B Stock will be elected as directors. Withheld votes and broker non-votes will have no effect on the results of the vote. Unless otherwise instructed, proxy holders will vote the proxies they receive for the election of each of the nominees listed below. If any nominee becomes unable to serve, the holders of the proxies may, in their discretion, vote the shares for a substitute nominee or nominees designated by the Board. The Bylaws and the Corporate Governance Guidelines of the Company provide that any nominee for director in an uncontested election who receives a greater number of votes "withheld" from their election than votes "for" such election shall tender their resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The committee will then recommend to the Board the action to be taken with respect to the resignation, and the Board will publicly disclose its decision with respect to such resignation within 90 days after the certification of the election results. Background information on the nominees as of July 25, 2024, including certain of the attributes that led to their selection, appears below. The Board and the Corporate Responsibility, Sustainability & Governance Committee has determined that each director meets the qualification standards described below under "NIKE, Inc. Board of Directors—Director Nominations". In addition, while the Board believes that each director nominee is individually qualified to make unique and substantial contributions to the Board, the Board firmly believes that the experience, attributes, and skills of any single director nominee should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all director nominees bring to the Board as a whole, each of which contributes to the function of an effective Board. | |||
ROLES AND RESPONSIBILITIES: The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to: • Matters involving the Company's accounting, auditing, financial reporting, and internal controls; • Overseeing the Company's financial policies and activities; • The integrity of the Company's financial statements and activities of the Company that may have a material impact on the financial position of the Company; • Matters involving information security (including risks related to cyber security) and data protection; • The Company's compliance with legal and regulatory requirements; • The independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditor; • The Company's risk assessment and risk management processes and practices; and • Considering long-term financing options, long-range tax, financial regulatory and foreign currency issues facing the Company, and management's recommendations concerning capital deployment strategy, major capital expenditures, and material acquisitions or divestitures. The Board has determined that each member of the Audit & Finance Committee meets all independence and financial literacy requirements applicable to audit committee members under the NYSE listing standards and applicable regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"). The Board has also determined that each of Mr. Graf, Ms. Henry, and Mr. Swan is an "audit committee financial expert" as defined in regulations adopted by the SEC. |
|
NAME AND PRINCIPAL
POSITION |
YEAR |
SALARY
($)
|
BONUS
($) |
STOCK
AWARDS ($) |
OPTION
AWARDS ($) |
NON-EQUITY
INCENTIVE PLAN COMPENSATION ($) |
ALL OTHER
COMPENSATION ($) |
TOTAL
($) |
||||||||||||||||||
|
John Donahoe II
President and Chief Executive Officer |
2024 | 1,557,692 | — | 12,400,986 | 6,836,722 | 1,950,000 | 6,439,301 | 29,184,701 | ||||||||||||||||||
| 2023 | 1,500,000 | — | 13,220,455 | 7,247,371 | 6,770,000 | 4,052,059 | 32,789,885 | |||||||||||||||||||
| 2022 | 1,500,000 | — | 12,061,812 | 6,782,995 | 4,450,000 | 4,043,253 | 28,838,060 | |||||||||||||||||||
|
Matthew Friend
Executive Vice President and Chief Financial Officer
|
2024 | 1,298,077 | — | 5,221,473 | 2,878,629 | 975,000 | 17,331 | 10,390,510 | ||||||||||||||||||
| 2023 | 1,221,154 | — | 4,080,045 | 2,415,790 | 2,425,000 | 15,250 | 10,157,239 | |||||||||||||||||||
| 2022 | 1,056,731 | 1,056,000 | 2,783,949 | 1,938,030 | 890,000 | 14,500 | 7,739,210 | |||||||||||||||||||
|
Heidi O'Neill
President, Consumer, Product & Brand
|
2024 | 1,298,077 | — | 5,221,473 | 2,878,629 | 975,000 | 26,208 | 10,399,387 | ||||||||||||||||||
| 2023 | 1,250,000 | — | 4,080,045 | 2,415,790 | 2,425,000 | 15,250 | 10,186,085 | |||||||||||||||||||
| 2022 | 1,221,154 | 1,200,000 | 2,990,322 | 2,261,028 | 890,000 | 26,618 | 8,589,122 | |||||||||||||||||||
|
Mark Parker
Executive Chairman
|
2024 | 1,038,461 | — | — | 2,056,159 | — | 4,969,977 | 8,064,597 | ||||||||||||||||||
| 2023 | 1,000,000 | — | — | 2,300,765 | — | 6,638,047 | 9,938,812 | |||||||||||||||||||
| 2022 | 1,134,615 | — | — | 2,153,362 | 4,450,000 | 4,096,391 | 11,834,368 | |||||||||||||||||||
|
Craig Williams
President, Geographies & Marketplace
|
2024 | 1,272,115 | — | 5,221,473 | 2,878,629 | 975,000 | 16,500 | 10,363,717 | ||||||||||||||||||
No Customers Found
Suppliers
| Supplier name | Ticker |
|---|---|
| PACCAR Inc | PCAR |
| Ford Motor Company | F |
| General Motors Company | GM |
| Toyota Motor Corporation | TM |
| Honda Motor Co., Ltd. | HMC |
| CNH Industrial N.V. | CNHI |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|---|---|---|
| KNIGHT PHILIP H | - | 8,335,690 | 0 |
| Knight Travis A | - | 4,836,460 | 1,694,860 |
| PARKER MARK G | - | 1,255,600 | 37,435 |
| PARKER MARK G | - | 842,361 | 38,772 |
| Donahoe John J | - | 164,557 | 146 |
| williams craig a. | - | 96,960 | 0 |
| O'NEILL HEIDI | - | 84,735 | 0 |
| Hill Elliott | - | 64,688 | 0 |
| COOK TIMOTHY D | - | 48,443 | 0 |
| Matheson Monique S. | - | 44,736 | 11,934 |
| Friend Matthew | - | 41,771 | 0 |
| Matheson Monique S. | - | 41,281 | 12,037 |
| ROGERS JOHN W JR | - | 34,403 | 0 |
| SWAN ROBERT HOLMES | - | 31,983 | 1,580 |
| Leinwand Robert | - | 30,943 | 1,448 |
| Miller Ann M | - | 29,439 | 2,786 |
| Friend Matthew | - | 16,814 | 0 |
| Henry Peter B. | - | 4,062 | 0 |
| Nielsen Johanna | - | 954 | 214 |
| Nielsen Johanna | - | 844 | 288 |