8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 11, 2009

YRC Worldwide Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-12255	48-0948788
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10990 Roe Avenue, Overland Park, Kansas 66211

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (913) 696-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

On March 11, 2009, William D. Zollars, Chairman, President and Chief Executive Officer of YRC Worldwide Inc. (the “Company”), and Timothy A. Wicks, Executive Vice President and Chief Financial Officer of the Company, will deliver a company presentation at the JPMorgan Aviation & Transportation Conference. The presentation will be available on audio webcast through the Company’s website, www.yrcw.com, and will be available for at least 30 days. A copy of the slide show is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 YRC Worldwide Inc. Investor Presentation slide show

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	YRC WORLDWIDE INC.
Date: March 11, 2009	By:	/s/ Sheila K. Taylor
		Sheila K. Taylor
		Vice President—Investor Relations

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	YRC Worldwide Inc. Investor Presentation slide show

4

EX-99.1

Bill Zollars

Chairman, President & CEO

JPMorgan Aviation & Transportation Conference

Bill Zollars

Chairman, President & CEO

JPMorgan Aviation & Transportation Conference

March 11, 2009

Exhibit 99.1

2

Overview

Overview

YRC Worldwide is a $9 billion provider of global transportation

services, transportation management solutions, and logistics

management with nearly 53,000 employees worldwide.

3

Operating Environment Update

Operating Environment Update

•

Economy remains very weak

No significant signs of near-term improvement

•

Volume declines have accelerated across our business units

Primarily a function of the economy and its impact on our customers

Business mix improvements also accelerated volume declines, though it has

resulted in better yield

•

Yield trends at National have improved from the later part of 2008

Slightly positive year-over-year in January and February

Top customer bids have been completed and YRC remains a primary carrier

•

Expect 1Q results to remain disappointing though we anticipate

significant improvement in 2Q due to integration and other internal

initiatives

4

Internal Initiatives

Internal Initiatives

•

Integration of Yellow Transportation and Roadway, now YRC

Largest, most comprehensive service offering in the industry

$200 million run-rate operating income improvement by early in the fourth quarter

•

Union and nonunion compensation reductions

$220 -

$250 million annual cost savings from union wage reductions

$75 -

$85 million annual cost savings from nonunion compensation reductions

•

Further enhancements to Regional networks to reduce cost and improve

service

•

Further consolidation of back-office functions

•

Balance sheet and liquidity initiatives

•

Our actions should result in more than $500 million of incremental

operating income going into 2010

This is entirely from our internal initiatives and does not assume any economic

recovery

5

YRC Integration

YRC Integration

•

Yellow and Roadway were

fully integrated on March 1

•

One national network with

nearly 450 service centers

throughout the US, Canada

and Mexico

•

One workforce of around

35,000

•

One sales force with over

800 professionals

•

One integrated technology

platform

6

Integration Targets

Integration Targets

•

YRC has more operations than either Yellow or Roadway had individually yet over 250

fewer than at the original acquisition date.

•

We will continue to further optimize the network and eventually expect around 400

operations.

•

Annual cost base of YRC is around $6 billion; $200 million benefit is a conservative 3%. 

1Q09

2Q09

3Q09

4Q09

$10

$75

$175

$200

Annual Run Rate Benefit

(in millions)

12/31/2003

12/31/2008

3/1/2009

12/31/2009

Number of National

Operations*

704

551

~450

~430

*represents the number of distinct operations; does not equal physical locations

7

Integration Details

Integration Details

1.2 billion

1.3 billion

Annual linehaul miles:

53,000

62,500

Trailers:

14,000

16,700

Trucks:

34,000

37,000

Employees:

430

521

Facilities:

12/31/09

Expected*

12/31/08

Actual

•

Significant reductions occurred around the March 1 cutover, including nearly

2,000 employees and 70 facilities.

•

Additional reductions are expected to occur through the second and third

quarters of 2009.

*Based on integration; does not consider changes in business volumes.

8

Integration Dashboard

Integration Dashboard

Weather Impact on Network Stability

Volume of Customer Calls

Visibility on Transition Shipments

(Yellow -> YRC)

Productivities –

Linehaul/P&D

Physical Asset Movement

Labor Relations

Technology Conversion

•

Overall the integration is going as expected with significant progress each day.

9

Employee Retention

Employee Retention

•

Concerns have been raised

about employee morale based

on questionable sources

•

These charts show recent,

statistically valid employee data

•

As a reminder, our union

employees overwhelmingly

voted for the wage reduction

(77% margin)

2.2%

1.9%

1.8%

1.6%

1.2%

1Q08

2Q08

3Q08

4Q08

QTD1Q09

Voluntary Turnover*

Anonymous nonunion employee survey conducted February 17, 2009

Compensation

reductions

implemented

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Understands results

Understands direction

Understands job impact

CEO improving

company

More optimistic than

last yr.

Agree

Neutral

Disagree

*Nonunion base of

about 10,000

Tim Wicks

Executive Vice President & CFO

Tim Wicks

Executive Vice President & CFO

11

Liquidity

Liquidity

Free Cash Flow*

(in millions)

2004

2005

2006

2007

2008

$287

$253

$235

$61

$185

* Free cash flow and net debt are non-GAAP measures.  Free cash flow is

calculated as net cash from operating activities plus stock option proceeds

less net capital expenditures.  Net debt is calculated as total debt less cash

per the balance sheet.  Refer to the company’s earnings releases filed with the

SEC for further details.

•

2008 highlights:

$185 million in free cash flow

Asset proceeds of $128 million

Reduced net debt* by $140 million

$325 million of cash at 12/31/08

•

2009 expectations:

Another $100 million of excess  

property proceeds

Significant sale/leaseback

transactions, including more than

$270 million finalized or under

contract

•

No significant debt maturities until

April 2010

Even in a

recession we

can generate

positive cash

12

Capital Expenditures

Capital Expenditures

•

2009 cap ex significantly less due

to integration

Older equipment in process of

being removed, enhancing

average age of fleet

•

After $100 million of expected

asset proceeds, net cap ex around

$30 million

•

We will continue to evaluate the

appropriate balance between

leasing opportunities and

purchases

Gross Capital Expenditures

(in millions)

2005

2006

2007

2008

2009E

$378

$394

$249*

$130

$305

*Includes $87 million financed through lease arrangements

13

Recent Bank Amendment

Recent Bank Amendment

•

Finalized on February 12 with support of entire lending group

•

Covers revolving credit facility and ABS facility

•

Lenders are supportive given our “self-help”

steps

Improvements are entirely based on our internal actions

We did not assume any economic improvement in our projections

•

Amendment does not require us to implement certain actions or

preclude us from completing our planned initiatives

•

Provides direction as to the use of proceeds

Balances operating cash and debt pay down, as reflected on the following slide

14

Potential Liquidity

Transactions

YRCW Retains

Bank Debt Repayment

NAT

$150

Captive

$160

Next $300

of Asset

Sales

Next $200

of Asset

Sales

Company Retains 25%

Company Retains 50%

Company Retains 100%

Company Retains 100%

$810

$150

$160

$150

$50

$510

$150

$150

$300

(in millions)

=

Liquidity & Debt Pay Down

Liquidity & Debt Pay Down

•

Reasonable balance that should provide sufficient liquidity to implement our

planned actions while also reducing debt.

+

15

Financial Covenants/Interest

Financial Covenants/Interest

•

Financial Covenants

No leverage ratio or minimum interest coverage until first quarter 2011

Minimum cumulative EBITDA starting 2nd quarter 2009

•

Minimum $45 million in 2nd quarter; we expect $60 million of D&A

•

No

earnings

covenant

in

the

1

st

quarter

2009

Maximum capital expenditures of $150 million in 2009

•

Well within our guidance of around $130 million

Minimum liquidity of $100 million measured on a 5-day rolling average

•

Primarily comprised of cash on hand and availability under facilities

•

Interest & Fees

Rates are inline with recent market trends; all in about 10%

Currently expect annual interest expense of $140 -

$150 million, excluding

sale and financing leasebacks

Continually evaluate capital structure as credit markets improve

16

Summary

Summary

•

We feel good about the bank amendment and the flexibilities it provides to

help us manage through the recession

•

Recent assessments by “insiders”

support management’s conviction

Our lending group confirmed their support with the recent amendment

Our external auditors issued a clean opinion in our 10K filed with the SEC on March 2

S&P revised its outlook from developing to positive on February 17

•

Despite the continued downturn in the economy, YRC has unique levers to

enhance its market position and improve its financial condition

Most notably, the integration of Yellow and Roadway

•

Continued focus on YRC Regional opportunities to improve growth and

further efficiencies

•

YRC Logistics remains focused on global growth with an emphasis in China

•

We expect to be well positioned when the economy improves

17

Forward-Looking Statements

Forward-Looking Statements

•

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended. The words “should,” “anticipate,” “expect,” “can,” “will,” and similar expressions are intended to identify forward-looking statements. It is important to note that

the company's actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including (among others) inflation,

inclement weather, price and availability of fuel, sudden changes in the cost of fuel or the index upon which the company bases its fuel surcharge, competitor pricing activity, expense

volatility, including (without limitation) expense volatility due to changes in rail service or pricing for rail service, ability to capture cost reductions, including (without limitation) those

cost reduction opportunities arising from the combination of sales, operations and networks of Yellow Transportation and Roadway, changes in equity and debt markets, a downturn in

general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work stoppages, strikes or other disruptions,

any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction, and the risk factors that are from time to time included in the

company's reports filed with the Securities and Exchange Commission (the “SEC”), including the company's Annual Report on Form 10-K for the year ended December 31, 2008.

•

The company’s expectations regarding the impact of, and its operating income and service improvements due to, the integration of Yellow Transportation and Roadway, and

enhancements to the Regional transportation networks, and the timing of achieving that improvement could differ materially from those projected in such forward-looking statements

based on a number of factors, including (among others) the factors identified in the immediately preceding paragraphs, the ability to identify and implement cost reductions in the time

frame needed to achieve these expectations, the success of the company’s operating plans, the need to spend additional capital to implement cost reduction opportunities, including

(without limitation) to terminate, amend or renegotiate prior contractual commitments, the accuracy of the company’s estimates of its spending requirements, changes in the

company’s strategic direction, the need to replace any unanticipated losses in capital assets, approval of the affected unionized employees of changes needed to complete the

integration under the company’s union agreements, the readiness of employees to utilize new combined processes, the effectiveness of deploying existing technology necessary to

facilitate the combination of processes, the ability of the company to receive expected price for its services from the combined network and customer acceptance of those services. 

•

The company’s expectations regarding the savings to be generated from compensation and benefit reductions taken by both union and non-union employees are only its expectations

regarding this matter.  Actual savings generated will depend on the actual number of employees working, which, in turn, is dependent on business volumes and needs. 

•

The company’s expectations regarding having sufficient liquidity are only its expectations regarding this matter. Actual liquidity levels will depend upon the company’s operating

results, the timing of its receipts and disbursements, the company’s access to credit facilities or credit markets, cash received as a result of asset dispositions, capital market

transactions, such as opportunistically repurchasing additional portions of the company’s outstanding notes using company common stock, equity issuance transactions or new debt

offerings to refinance existing debt, the company’s cash needs to fund operations, any cash funding needs for bank amendments and related restructuring activities and any collateral

requests from third parties such as insurers, state workers compensation departments and vendors.

•

The company’s expectations regarding future asset dispositions and sale and leasebacks of real estate are only its expectations regarding this matter.  Actual dispositions will be

determined by the availability of capital and willing buyers and counterparties in the market and the outcome of discussions to enter into and close any such transactions on negotiated

terms and conditions.

•

The company’s expectations regarding its gross capital expenditures are only its expectations regarding these items.  Actual expenditures could differ materially based on a number of

factors, including (among others) the factors identified in the preceding paragraphs.

•

The company’s expectations regarding its interest expense are only its expectations regarding this expense.  Actual interest expense could differ based on a number of factors,

including (among others) the company’s revenue and profitability results and the factors that affect revenue and profitability results (including the risk factors that are from time to time

included in the company’s reports filed with the SEC, including the company’s annual report on Form 10-K for the year ended December 31, 2008), the amount and character of, and

the interest rate on, the company’s outstanding debt and any financings the company may enter into in the future.  

•

The company’s expectations regarding its depreciation and amortization expense are only its expectations regarding this expense.  Actual depreciation and amortization expense

could differ based on the company’s actual asset levels.