8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 30, 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 1.01. Entry into a Material Definitive Agreement.

On July 30, 2009, YRC Worldwide Inc. (the “Company”) announced that it had successfully concluded an amendment to its Credit Agreement (as defined below) and to its ABS Facility (as defined below). A copy of the news release announcing the successful conclusion of the agreements is attached hereto as Exhibit 99.1.

Credit Agreement Amendment

On July 30, 2009, the Company and certain of its subsidiaries entered into Amendment No. 9 to the Credit Agreement (the “Credit Agreement Amendment”), which amends the Credit Agreement, dated as of August 17, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among the Company, certain of its subsidiaries, JPMorgan Chase Bank, National Association, as agent (the “Administrative Agent”), and the other lenders that are parties thereto. The Credit Agreement continues to provide the Company with a $950 million senior revolving credit facility, including sublimits available for borrowings under certain foreign currencies and for letters of credit, and a senior term loan in an aggregate outstanding principal amount of approximately $111.5 million.

Financial Covenants

The Credit Agreement Amendment suspends the requirement that the Company maintain liquidity equal to or greater than $100 million at all times until September 1, 2009.

In addition, the Credit Agreement Amendment amends the minimum consolidated EBITDA negative covenant:

(a) by including an addback to consolidated EBITDA of the Company and its subsidiaries of up to $14 million for certain restructuring charges for the fiscal quarter ending December 31, 2009, of up to $8 million for certain restructuring charges for the fiscal quarter ending March 31, 2010 and of up to $5 million for certain restructuring charges for the fiscal quarter ending June 30, 2010; and

(b) by resetting minimum Consolidated EBITDA amounts and test dates as follows:

Period	Minimum Consolidated EBITDA
For the fiscal quarter ending on December 31, 2009	$	15,000,000
For the fiscal quarter ending on March 31, 2010	$	20,000,000
For the two consecutive fiscal quarters ending on June 30, 2010	$	80,000,000
For the three consecutive fiscal quarters ending September 30, 2010	$	145,000,000
For the four consecutive fiscal quarters ending December 31, 2010	$	210,000,000

Revolver Reserve

The Credit Agreement Amendment extends the date upon which the revolving commitments would be permanently reduced by an amount equal to the then current revolver reserve amount to 12:00 a.m., September 1, 2009.

Asset Sale Mandatory Prepayment

Pursuant to the Credit Agreement Amendment, the asset sale mandatory prepayment provision is amended to no longer require the Company to prepay any of the first $50 million of net cash proceeds received from real estate asset sales after the Credit Agreement Amendment effective date until September 1, 2009, subject to:

(a) in the case of the first $20 million of net cash proceeds received, no restrictions;

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(b) (following receipt of the initial $20 million) in the case of the $15 million of net cash proceeds received, ratification of the second amended and restated job security plan by employees represented by the International Brotherhood of Teamsters; and

(c) (following receipt of the initial $20 million) in the case of the final $15 million of net cash proceeds received, engaging a designated officer in accordance with the terms of the Credit Agreement Amendment (as further described below).

Additional Reporting Obligations

Pursuant to the Credit Agreement Amendment, the Company now has an obligation to deliver to the Administrative Agent and the Lenders, prior to certain specified dates, a comprehensive strategic plan reasonably acceptable to the Lenders, along with related financial projections, models and analysis and the written terms and conditions setting forth all of the necessary actions requested by the Company to be taken to achieve the comprehensive strategic plan.

Designated Officer

Pursuant to the Credit Agreement Amendment, the Company now has an obligation to appoint and continue to engage a designated officer to, among other things, review the viability of the Company’s business and its current liquidity, terminal operations, restructuring of the Company’s businesses, whole-business or asset sales, and staffing requirements.

ABS Facility Amendment

On July 30, 2009, the Company, as Performance Guarantor, and the parties to the Third Amended and Restated Receivables Purchase Agreement, dated as of April 18, 2008 (as amended, the “ABS Facility”), among Yellow Roadway Receivables Funding Corporation, as Seller; Falcon Asset Securitization Company LLC, Three Pillars Funding LLC and Amsterdam Funding Corporation, as Conduits; the financial institutions party thereto, as Committed Purchasers; Wachovia Bank, National Association, as Wachovia Agent and LC Issuer, SunTrust Robinson Humphrey, Inc., as Three Pillars Agent; The Royal Bank of Scotland plc (successor to ABN AMRO Bank N.V.), as Amsterdam Agent; and JPMorgan Chase Bank, N.A., as Falcon Agent (which, together with the Wachovia Agent, the Three Pillars Agent and the Amsterdam Agent, are referred to as the “Co-Agents”) and Administrative Agent entered into Amendment No. 7 to the ABS Facility (the “ABS Amendment”). The ABS Amendment amends certain Trigger Events (as defined in the ABS Facility) to make the Minimum Consolidated EBITDA (as defined in the ABS Facility) requirements consistent with the Credit Agreement, as amended. The ABS Amendment also amends specified provisions with respect to the Liquidity Notification Date (as defined in the ABS Facility) consistent with the Credit Agreement, as amended.

In connection with the ABS Facility Amendment, the Company paid fees to each participating Co-Agent in an amount equal to 0.50% of the Group Limit (as defined in the ABS Facility) applicable to that Co-Agent.

Item 2.02. Results of Operations and Financial Condition.

On July 30, 2009, the Company announced its results of operations and financial condition for the three and six months ended June 30, 2009. A copy of a news release announcing the results of operations and financial condition is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 2.02 and Exhibit 99.1 are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

In the news release, the Company identified certain significant charges that it incurred in the second quarter that it believed were not reflective of its ongoing operations. Set forth below is additional information regarding the nature of these charges:

Workers’ compensation accrual adjustments—The Company experienced higher than expected costs related to workers’ compensation claims across all of its operating companies due, in large part, to the increase in the severity of existing claims and increased new claims occurring during the period of our network integration and the corresponding reduction in the number of employees.

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Rerate adjustments—The Company recognized some rerates in the second quarter that primarily related to first quarter revenue. With the switch to one billing system as of part of the integration, it took several months for the corrections to certain invoices to be identified and processed. The Company has seen the billing adjustments come down and stabilize during the second quarter and does not expect to record similar adjustments going forward.

Bad debt and other reserve accruals—Relates to increased reserve accruals for bad debt because of adverse economic conditions.

Integration impact—Represents excess operating costs incurred by the Company due to temporary inefficiencies as the integration of the Company’s network is completed and shipment routes are reengineered.

Reorganization costs and gains on property disposals—Relates to reorganization costs, primarily severance costs, and gains on sales of property, primarily terminal facilities.

Equity investment impairment (noncash)—Relates to noncash impairment charge on the Company’s 65% equity investment in Jiayu, located in China. This adjustment was based primarily on the declining Chinese and global economies.

Union employee stock awards—Relates to the fair value of options granted in May 2009 being lower than the fair value of employee stock appreciation rights (SARs) that were issued in the first quarter of 2009 but later cancelled and replaced by the options granted in May after such grants were approved by the Company’s stockholders.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers.

(e)

On July 29, 2009, the compensation committee of the board of directors (the “Compensation Committee”) of the Company approved certain changes to the Company’s Executive Severance Policy (the “Policy”) dated July 19, 2006. Such changes are described below.

As a qualifying condition to benefits under the Policy, the Designated Executive is required to execute a separation agreement that includes a full and complete release of the Company from any liability or obligation. Such released liabilities and obligations now exclude indemnification agreements with the Company (which form of agreement was previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed March 15, 2007). The separation agreement must also include an agreement that during the severance payment period (the “Inactive Employment Period”), the Designated Executive will not engage in certain activities (“Prohibited Activities”). Under the revised Policy, the Company may sue the Designated Executive for return of severance payments and seek an injunction against such Prohibited Activities during the first six months of the Inactive Employment Period, otherwise the Company may discontinue severance benefits (other than those required by applicable law such as COBRA).

Prohibited Activities under the Policy now include, directly or indirectly, without the written consent of the Company, the solicitation of customers or potential customers of the Company for business of the same or similar nature to the Company’s, solicitation of employment or services from persons known to be employed by the Company or otherwise knowingly interfering in any material respect with the business or accounts of the Company. It is not a Prohibited Activity for the Designated Executive to become the registered or beneficial owner of up to 5% of any class of the capital stock of a business registered under the Securities Exchange Act of 1934, as amended, provided that the Designated Executive does not actively participate in the business during the Inactive Employment Period; and it is not a Prohibited Activity for the Designated Executive to join a consulting, accounting, law or other professional firm who provides advice to the competitors of the Company so long as the Designated Executive does not personally provide this advice.

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Designated Executives may now become eligible under the Policy in the event the Designated Executive is terminated without Cause or terminates his or her employment with the Company for Good Reason. Cause means the Designated Executive’s willful engagement in conduct materially and demonstrably injurious to the property or business of the Company, including fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony. Notice of for-Cause termination must be provided to the Designated Executive, who may contest such a determination. Good Reason includes the relocation of the Designated Executive’s employment domicile to a location more than 50 miles from the Designated Executive’s current employment domicile, requiring the Designated Executive to travel in excess more than 15% more than Designated Executive traveled for the business of the Company in the preceding 12 months or a reduction in the Designated Executive’s base salary, bonus opportunity or long-term incentive opportunity other than reductions that are applicable to all similarly situated executives.

Under the revised Policy, the Compensation Committee may amend or terminate the Policy provided that any amendment that is detrimental to the interests of an existing Designated Executive at the time of the amendment or any termination will not be effective with respect to such Designated Executive for a period of at least 24 months after such time.

The foregoing description of the Policy does not purport to be complete and is qualified in its entirety by reference to the Company’s Executive Severance Policy, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Company’s Executive Severance Policy
99.1	News Release dated July 30, 2009

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SIGNATURE

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

	YRC WORLDWIDE INC.
Date: July 31, 2009	By:	/s/ Daniel J. Churay
		Daniel J. Churay
		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Company’s Executive Severance Policy
99.1	News Release dated July 30, 2009

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EX-10.1

EXHIBIT 10.1

YRC Worldwide Inc.

Executive Severance Policy

YRC Worldwide Inc. (the “Parent Company”, and together with its subsidiaries, the “Company”) has adopted this Executive Severance Policy (together with the Additional Terms and Conditions attached as Exhibit A, this “Policy”) for the benefit of executive employees in the Company’s salary grades 121 to 124 or such other employees as the Company may designate (“Designated Executives”).

I. Purpose. The purpose of this Policy is to provide for severance payment installments and certain other benefits to Designated Executives whose employment with the Company is terminated involuntarily without Cause or as a result of the elimination of a Designated Executive’s position, a restructuring of the Company or a reduction in force. This Policy does not apply if the Designated Executive receives severance payments as a result of his or her termination under an employment agreement for a contractual term, pursuant to a written executive severance agreement that provides the Designated Executive payments as a result of a change of control of the Company as defined in such an agreement or pursuant to the Company’s Executive Change of Control Policy.

II. Effective Date. July 29, 2009.

III. Eligibility and Ineligibility Criteria.

A. Eligibility Criteria. To receive the severance benefits that this Policy provides, a Designated Executive must satisfy the following criteria:

1. Termination. The Designated Executive is terminated as a result of the elimination of a Designated Executive’s position, a restructuring of the Company or a reduction in force or the Designated Executive is terminated without Cause (defined below) or the Designated Executive terminates his or her employment with the Company for Good Reason (defined below).

“Cause” means the Designated Executive’s willful engagement in conduct materially and demonstrably injurious to the property or business of the Company, including fraud, misappropriation of funds or other property of the Company, other willful misconduct, gross negligence or conviction of a felony. For purposes of this Policy, no act, or failure to act, on the part of a Designated Executive shall be deemed “willful” or engaged in “willfully” if it was due primarily to an error in judgment or negligence, but shall be deemed “willful” or engaged in “willfully” only if done, or omitted to be done, by the Designated Executive not in good faith and without reasonable belief that the Designated Executive’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Designated Executive shall not be deemed to have been terminated as a result of “Cause” under this Policy unless and until there shall have been delivered to the Designated Executive a written notice in reasonable detail outlining the conduct constituting Cause. Nothing herein shall limit the right of the Designated Executive or Designated Executive’s legal representatives to contest the validity or propriety of any such determination.

“Good Reason” means

(a) the relocation of the Designated Executive’s principal place of performance of the Designated Executive’s duties and responsibilities (“employment domicile”) to a location more than 50 miles from the Designated Executive’s current employment domicile;

(b) requiring Executive to travel in excess more than 15% more than Executive traveled for the business of the Company in the preceding 12 months (counting each day or partial day of travel outside of the 100 mile radius of the Designated Executive’s current employment domicile as a travel day); or

(c) a reduction in the Designated Executive’s base salary, bonus opportunity or long-term incentive opportunity other than reductions that are applicable to all similarly situated executives.

2. Separation Agreement and General Release. The Designated Executive must execute a separation agreement that includes, among other things, the following:

(a) a full and complete release of the Company from any liability or obligation (excluding accrued and vested pension and compensation obligations, the obligations under this Policy, any indemnification to which the Designated Executive may be entitled pursuant to the Company’s Certificate of Incorporation, Bylaws, indemnification agreements with the Company and any coverage under directors and officers, fiduciary or errors or omissions policies that benefit the Designated Executive) to the Designated Executive;

(b) an agreement to cooperate with the Company in litigation, disputes and investigations;

(c) an agreement to keep the Company’s confidential information secret;

(d) the details of how the severance benefits that the Company provides pursuant to this Policy will be delivered to the Designated Executive;

(e) an agreement, during the Inactive Employment Period (defined below), that the Designated Executive will not engage in a Prohibited Activity (defined below). In the agreement, it will be provided that if the Designated Executive engages in a Prohibited

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Activity in the first six months of the Inactive Employment Period, the Company may sue the Designated Executive for damages capped at the value of the cash payments made to the Designated Executive pursuant to Section IV(A) and seek an injunction to prevent the on-going incurrence of the Prohibited Activity during the six-month period, but if the Designated Executive engages in a Prohibited Activity during the Inactive Employment Period after the first six months of the Inactive Employment Period, the Company may only (as its sole remedy) discontinue providing the remaining benefits under Section IV (other than those that applicable law requires such as COBRA requirements).

(f) an agreement not to disparage the Company or its businesses or services, and

(g) an agreement to arbitrate any disputes regarding the separation agreement in binding arbitration,

in such form as the Company may, in its sole discretion, request.

B. Disqualification Events. A Designated Executive shall be disqualified from receiving the severance benefits that this Policy provides if any of the following occurs:

1. Termination for Cause. The Designated Executive’s employment is terminated for Cause.

2. Death, Retirement, Resignation or Permanent Disability. The Designated Executive dies, retires prior to termination, resigns prior to termination or suffers a Permanent Disability prior to termination. “Permanent Disability” means any such physical or mental impairment that is determined to make the individual eligible to receive a disability benefit in accordance with the provisions of the Employer’s insured long term disability plan, if applicable to such Employee, by the insurance carrier underwriting such plan.

3. Existing Change of Control Severance Agreement. The Designated Executive receives severance payments as a result of his or her termination under an employment agreement for a contractual term, pursuant to a written executive severance agreement that provides the Designated Executive payments as a result of a change of control of the Company as defined in such an agreement or pursuant to the Company’s Executive Change of Control Policy.

4. General Release. The Designated Executive revokes the Separation Agreement and General Release required under Section III.A.2.

C. Participation. A Designated Executive who satisfies the Eligibility Criteria in Section IV(A) and who has not experienced a Disqualification Event described in

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Section IV(B) shall become a “Participant” in the Policy and be entitled to the severance benefits described in Section IV. The Company shall not be obligated to provide benefits under this Policy unless this criterion is met.

IV. Severance Benefits. Subject to the limitations in Section VI of Exhibit A, if a Designated Executive becomes a Participant pursuant to Section III(C), the severance benefits for which a Participant is eligible shall are as follows in this Section IV.

A. Severance Payments & Outplacement Services. A Participant shall be eligible to receive a severance payment equivalent to two times the Participant’s annual salary then in effect payable in twice monthly installments at the same time as the Company makes payroll payments. A Participant may also receive outplacement services consisting of an 18 month professional/management program with a value of $10,000. The 24-month period during which these payments are made is the “Inactive Employment Period”. During the Inactive Employment Period, the Company shall consider the Designated Executive to be an inactive employee. The Company may provide outplacement services through an external firm such as Right Management Consultants in the form of an “office benefit” or similar program.

B. Benefits. During the Inactive Employment Period, the Participant shall also be entitled to receive (should he or she so elect) the COBRA continuation coverage he or she would otherwise be entitled to at the rate payable by active employees of the Company (rather than payable at the standard premium rate of up to 102% of cost established for COBRA continuation coverage) until the earlier of (1) the end of the Inactive Employment Period and (2) the date the Participant becomes entitled to employer provided health plan coverage following new employment, regardless of whether or not that Participant elects the employer provided health plan coverage. Following the earlier of the two dates in clauses (1) and (2) of the preceding sentence, the Participant shall pay any subsequent COBRA continuation coverage payments at the standard rate established for COBRA eligible participants should he or she desire to continue COBRA throughout the COBRA continuation coverage period. The Participant’s payment of the premium for these benefits shall be on an after-tax basis. The Company may automatically deduct these premium payments from the Participant’s salary continuation payments. Medical, dental and vision coverage will continue for a maximum of the Inactive Employment Period or until other coverage becomes available, whichever comes first. The Participant is required to notify the Company in writing of the availability of other coverage. The Participant’s failure to provide this notice will result in a discontinuation of all future severance benefits pursuant to this Policy. Continued participation in the medical, dental and vision plans is subject to the terms and conditions of those plans. Participation in all other benefits that the Company offers, including pension, 401(k), core retirement, disability, perquisite, employee assistance, equity participation and other plans, ceases upon termination and shall not be permitted during the Inactive Employment Period. This Policy shall not affect Participant’s rights to the extent that applicable law requires the Company to subsidize COBRA payments.

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C. Stock Options. A Participant’s rights regarding the Participant’s stock options shall be governed by the Participant’s stock option agreement and the stock option plan that governs the option. For this purpose, termination of the Participant’s employment shall be on the last day of the Inactive Employment Period. Notwithstanding any other provision of the stock option agreement or plan that governs the option, if the Participant engages in a “Prohibited Activity” (defined below) during the Inactive Employment Period, then the termination of the Participant’s employment shall be the first day of the Inactive Employment Period, the Participant shall forfeit the right to any further vesting of the Participant’s options, and the Participant shall not receive any undelivered shares of the Company’s common stock upon any exercise. If the Company receives an allegation of a Prohibited Activity, the Company, in its discretion, may suspend delivery of shares with respect to options for up to three months to permit the investigation of the allegation. If the Company determines that the Participant did not engage in any Prohibited Activities, the Company shall deliver shares with respect to any exercised options that have vested.

A “Prohibited Activity” shall be deemed to have occurred, if the Participant:

1. divulges any non-public, confidential or proprietary information of the Company or of its past or present subsidiaries (collectively, the “Company Group”), but excluding information that

(a) becomes generally available to the public other than as a result of the Participant’s public use, disclosure or fault, or

(b) becomes available to the Participant on a non-confidential basis after the Participant’s employment termination date from a source other than a member of the Company Group prior to the public use or disclosure by the Participant; provided that the source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or

2. directly or indirectly, consults or becomes affiliated with, conducts, participates or engages in, or becomes employed by, any business that is competitive with the business of any current member of the Company Group, wherever from time to time conducted throughout the world; provided, that it shall not be Prohibited Activity for the Participant to

(a) become the registered or beneficial owner of up to 5% of any class of the capital stock of a business registered under the Securities Exchange Act of 1934, as amended; provided that the Participant does not actively participate in the business during the Inactive Employment Period, and

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(b) join a consulting, accounting, law or other professional firm who provides advice to the competitors of the Company Group so long as the Participant does not personally provide this advice;

3. directly or indirectly, does any of the following without the written consent of the Company:

(a) solicits, from any customer doing business with the Company Group that is known to the Participant, business of the same or of a similar nature to the business of the Company Group with the customer;

(b) solicits, from any potential customer of the Company Group that is known to the Participant, business of the same or of a similar nature to that which has been the subject of a known written or oral bid, offer or proposal by the Company Group, to the potential customer, or of substantial preparation with a view to making such a bid, proposal or offer to such potential customer;

(c) solicits the employment or services of any person who the Participant knew was employed by the Company Group; or

(d) otherwise knowingly interferes in any material respect with the business or accounts of the Company Group.

D. Restricted Stock Units and Stock Awards. A Participant’s rights regarding the Participant’s restricted stock units and stock awards shall be governed by the Participant’s share unit or stock award agreement and the equity plan that governs the award. For this purpose, termination of the Participant’s employment shall be on the last day of the Inactive Employment Period. Notwithstanding any other provision of the share unit or restricted stock agreement or plan that governs the award, if the Participant engages in a Prohibited Activity during the Inactive Employment Period, then the termination of the Participant’s employment shall be the first day of the Inactive Employment Period, the Participant shall forfeit the right to any further vesting of the Participant’s awards, and the Participant shall not receive any undelivered shares of the Company’s common stock upon the lapse of any restrictions applicable to the awards. If the Company receives an allegation of a Prohibited Activity, the Company, in its discretion, may suspend delivery of shares with respect to awards for up to three months to permit the investigation of the allegation. If the Company determines that the Participant did not engage in any Prohibited Activities, the Company shall deliver shares with respect to any awards that have vested.

E. Retirement. The Participant’s inactive employment during the Inactive Employment Period shall not count towards retirement benefits under any qualified or nonqualified plan maintained by the Company in which the Participant formerly participated.

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F. Annual Bonus or Pay-for-Performance Payment. If the Participant’s employment is terminated after the end of a calendar year but before annual bonus or pay-for-performance payments are distributed, the Participant shall be entitled to the annual bonus or pay-for-performance payment attributable to the immediately preceding calendar year, assuming for this purpose that all personal performance targets or goals were met. The Company shall make this payment at the same time it pays all of its other employees in accordance with the Company’s normal practices but no later than March 31 of the applicable year.

The Participant shall not be entitled to receive any full or partial annual bonus or pay-for-performance payment for the year in which the Participant’s employment is terminated.

G. Severance rather than Deferred Compensation. Benefits under this Policy are intended to be payments resulting from the Company’s action to unilaterally sever Participant’s employment on an involuntary basis. These benefits are not intended to be deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding this intent, if any of these benefits were to become or construed as subject to Section 409A of the Code, they may be administered in a manner that is intended to meet the requirements of Section 409A and shall be construed and interpreted in accordance with such intent. To the extent that a benefit or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, except as the Company otherwise determines in writing, the benefit shall be paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, including regulations or other guidance issued with respect thereto, such that the benefit, payment, settlement or deferral shall not be subject to the excise tax applicable under Section 409A of the Code. Any provision of this Policy that would cause the benefit or payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code.

V. Amendments. The Compensation Committee of the Board of Directors of the Company may amend or terminate this Policy; provided, that any amendment that is detrimental to the interests of an existing Designated Executive at the time of the amendment or any termination with respect to the Designated Executive shall only be effective (at the earliest) 24 months from the date of the Committee’s action to amend or terminate.

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EXHIBIT A

ADDITIONAL TERMS AND CONDITIONS

These Additional Terms and Conditions are an integral part of the Policy.

VI. Limitations on Severance Benefits.

A. Severance payment benefits are subject to all applicable taxes and withholdings.

B. This Policy is not intended to be a retirement plan. Rather the Policy is intended to constitute a “severance pay plan” within the meaning of Title 29, Code of Federal Regulations, § 2510.3-2(b). Notwithstanding any other provision of this Policy, under no circumstances will the severance benefits that the Company provides to any Participant exceed twice the amount of the Participant’s annual compensation, including the dollar value of all fringe benefits and other non-cash compensation, during the year immediately preceding the Participant’s termination. In addition, all severance benefit payments must be completed:

1. in the case of a Participant whose employment is terminated in connection with a limited program of terminations, within the later of 24 months after the Designated Executive’s termination or 24 months after the Designated Executive reaches normal retirement age of 65; and

2. in the case of all other Participants, within 24 months after the termination.

C. Claims Procedure & Arbitration. The Company will pay the severance benefits that this Policy provides to a Participant without the necessity of filing a formal claim. A Participant, however, may make a request for any severance benefits to which he or she may be entitled. Any such request must be made in writing, and it should be made to the Policy Administrator at the address listed in Section VI.F(5).

1. A Participant’s request for severance benefits under this Policy shall be considered a claim for those benefits, and it will be subject to a full and fair review. The Policy Administrator will provide written notice to the Participant within 90 days after the Policy Administrator receives the claim. The Policy Administrator may extend this period for up to an additional 90 days if circumstances beyond its control require an extension to process the claim. If an extension is required, the Policy Administrator will notify the Participant in writing of the extension within the original 90-day period. If a Participant’s claim is wholly or partially denied, the Policy Administrator will furnish the Participant with a written notice of the denial. The written notice of denial must contain the following information:

(a) The specific reason or reasons for the denial, including specific references to the pertinent Policy provisions on which the decision was based;

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(b) A description of any additional information or material necessary to correct the claim and an explanation of why such material or information is necessary; and

(c) Appropriate information as to the steps to be taken if the Participant wishes to appeal the denial and the time limits for appealing the denial.

If notice of the denial of a claim is not furnished to a Participant in accordance with the foregoing requirements within a reasonable period of time, the Participant’s claim will be deemed denied. The Participant will then be permitted to proceed to the appeal stage described as follows in this Section VI.

2. If a Participant’s claim has been denied, and he or she wishes to appeal the denial, the Participant must comply with the following claims appeal procedure.

(a) Upon the denial of the Participant’s claim for benefits, he or she may file an appeal of the denial, in writing, with the Policy Administrator.

(b) THE PARTICIPANT MUST FILE THE APPEAL NO LATER THAN 60 DAYS AFTER HE OR SHE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF THE CLAIM FOR BENEFITS, OR IF NO WRITTEN DENIAL OF THE CLAIM WAS PROVIDED, NO LATER THAN 60 DAYS AFTER THE DEEMED DENIAL OF THE CLAIM.

(c) The Participant may review all pertinent documents relating to the denial of his or her claim and submit any issues and comments, in writing, to the Policy Administrator.

(d) The Participant’s claim must be given a full and fair review. If the Participant’s claim is denied on appeal, the Policy Administrator must provide the Participant with written notice of this denial of the appeal within 60 days after the Policy Administrator’s receipt of the Participant’s written appeal, unless special circumstances require an extension of time of up to an additional 60 days. If an extension is necessary, the Policy Administrator will notify the Participant in writing within the original 60-day period.

(e) The Policy Administrator’s decision on the Participant’s appeal will be communicated to the Participant in writing and will include the following information

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(1) the specific reason or reasons for the denial of the appeal, including specific references to the pertinent Policy provisions on which the decision was based.

(2) a description of any additional information or material necessary to correct the claim or appeal and an explanation of why such material or information is necessary;

(3) a statement that a Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Participant’s claim for benefits; and

(4) the following statement “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

(f) If the Policy Administrator’s decision on appeal is not furnished to the Participant within the time limitations described above, the Participant’s claim will be deemed denied on appeal.

(g) Claims for medical, dental and vision benefits (other than a Designated Executive’s right to continue such benefits as provided in this Policy) will be subject to the terms and conditions of those plans and not the claims procedures set forth in the Policy.

3. No legal action or arbitration for benefits under this Policy shall be brought unless and until the Participant has exhausted the procedures set forth above and the Participant’s claim remains partly or wholly denied or deemed denied. Any such action must be filed within one year after the date the procedures set forth in this Policy is exhausted.

If a controversy or dispute is not resolved after completion of the process described above in this Section VI, then, upon written notice by any party to the other parties (an “Arbitration Notice”) and to the American Arbitration Association (the “AAA”), the controversy or dispute shall be submitted to a sole arbitrator who is independent and impartial, for binding arbitration in the city in which the Company employed the Designated Executive immediately prior to the Designated Executive’s termination of employment in accordance with AAA’s Commercial Arbitration Rules (the “Rules”). The parties agree that they will faithfully observe this agreement and the Rules and that they will abide by and perform any award rendered by the arbitrator. The Federal Arbitration Act, as amended (or by the same principles that the Act enunciates if it may not be technically applicable), shall govern this agreement and the

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arbitration. The award or judgment of the arbitrator shall be final and binding on all parties and judgment upon the award or judgment of the arbitrator may be entered and enforced by any court having jurisdiction. If any party becomes the subject of a bankruptcy, receivership or other similar proceeding under the laws of the United States of America, any state or commonwealth or any other nation or political subdivision thereof, then, to the extent permitted or not prohibited by applicable law, any factual or substantive legal issues arising in or during the pendency of any such proceeding shall be subject to all of the foregoing mandatory arbitration provisions and shall be resolved in accordance therewith. The agreements contained in this Section VI have been given for valuable consideration, are coupled with an interest and are not intended to be executory contracts. The fees and expenses of the arbitrator will be shared by all parties engaged in the dispute or controversy on a basis determined to be fair and equitable by the arbitrator, taking into account the relative fault of each party, the relative credibility and merit of all claims and defenses made by each party and the cooperation, speed and efficiency of each party in conducting the arbitration proceedings and complying with the Rules and with orders and requests of the arbitrator.

D. Policy Administrator. The administration of this Policy is under the supervision of the Policy Administrator. It is the principal duty of the Policy Administrator to see that this Policy is carried out in accordance with it terms and for the exclusive benefit of persons entitled to participate in the Policy. The Policy Administrator has full power to administer this Policy in all of its details, subject to the applicable requirements of law. For this purpose, the Policy Administrator’s powers include, but are not limited to, the following authority, in addition to all other powers provided by this Policy:

1. To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of this Policy, including the establishment of any claims procedures that may be required by applicable provisions of law;

2. To interpret this Policy, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under this Policy;

3. To decide all questions concerning this Policy, the eligibility of any person for severance benefits under this Policy, and the amount of any severance benefits to which an Designated Executive may be entitled;

4. To remedy possible ambiguities, inconsistencies or omissions;

5. To appoint such agents, counsel, accountants, consultants and other persons as may be required to assist in administering this Policy;

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6. To allocate and delegate its responsibilities under this Policy and to designate other persons to carry out any of its responsibilities under this Policy; and

7. To enter into any and all contracts and agreements for carrying out the terms of this Policy and administering this Policy and to do all acts in connection therewith as it, in its discretion, deems necessary or advisable. Such contracts and agreements shall be binding and conclusive on anyone claming benefits under this Policy.

8. The Policy Administrator has full and absolute discretion in the exercise of its authority under this Policy, including the authority to determine any person’s right to benefits under the Policy, the correct amount and form of any benefits, the authority to decide any appeal, the authority to review and correct the actions of any prior administrative committee, and all of the rights powers, and authorities specified in the Policy. Notwithstanding any provision of law or any explicit or implicit provision of this document, any action taken or ruling or decision made, by the Policy Administrator in the exercise of any of its powers and authorities under the Policy, shall be final and conclusive as to all parties, regardless of whether the Policy Administrator or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, ruling, or decision. Thus, no final action, ruling, or decision of the Policy Administrator shall be subject to de novo review in any judicial or arbitral proceeding and no final action, ruling, or decision of the Policy Administrator may be set aside unless it is held to have been arbitrary and capricious by a final judgment or award of a court or arbitral body having jurisdiction with respect to the issue.

E. Miscellaneous Provisions.

1. This Policy does not constitute a contract of employment for a particular term or length between any Designated Executive and the Company, nor does it in any way alter any Designated Executive’s status as an employee-at-will who may be terminated with or without cause for any reason or no reason at all except a reason prohibited by law.

2. The Company is an “employment at will” employer. Employees have the right to resign their positions “at will” and the Company has the right to terminate an employee “at will” with or without notice or Cause. No employee’s “at will” status may be modified except in a written contract signed by an authorized officer of the Company.

3. Except for the written Executive Severance Agreements between certain of the Company’s executive officers and the Parent Company that the Board of Directors of the Parent Company or the Compensation Committee thereof has not terminated pursuant to their terms, the

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severance benefits outlined in this Policy supersede, negate and replace all other severance benefits the Company has offered or may offer to the Designated Executives covered by this Policy.

4. The Company intends to continue this Policy indefinitely. However, the Company reserves the right to terminate this Policy at any time and for any reason. If this Policy is terminated, no Designated Executive will have any further rights under this Policy after the date of termination. Any termination of this Policy shall be prospective only and shall not retroactively terminate any severance benefits in existence on the date of termination of this Policy.

5. This Policy may be amended, in whole or in part, and the benefits described in this Policy may be expanded or reduced, at any time in the sole discretion of the Company with or without notice.

6. Neither a Designated Executive nor a Participant may assign or otherwise alienate his or her benefits or right to benefits under this Policy. This means that a Designated Executive or Participant may not sell, give away, use as collateral for a loan, or otherwise interfere with his or her benefits or right to benefits.

7. If a Participant owes any debt to the Company, any benefits that he or she is entitled to under this Policy or a Separation Agreement may be reduced by such amounts.

8. Except as otherwise required by law, this Policy and all matters arising thereunder shall be governed by the laws of the State of Kansas except as preempted by ERISA (defined below).

9. The headings in this Policy are for convenience only and shall not affect the interpretation or construction of this Policy.

10. As used in this Policy, unless the context expressly requires the contrary, “including” means including, without limitation; references to “Sections” are references to the sections and subsections of this Policy; the masculine includes the feminine and neutral and vice versa; and the singular includes the plural, and vice versa.

F. Official Policy Information.

1. Official Policy Name: YRC Worldwide Executive Severance Policy.

2. Policy Sponsor:

YRC Worldwide Inc.

Attention: Vice President – Employee Benefits

10990 Roe Avenue

Overland Park, Kansas 66211

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3. Plan Number: 50__

4. Policy Sponsor’s employer Identification Number (EIN): 481067939

5. Policy Administrator:

YRC Worldwide Inc.

Attention: Vice President – Employee Benefits

10990 Roe Avenue

Overland Park, Kansas 66211

Phone Number: 913.696.6100

6. Agent for Service of Legal Process:

YRC Worldwide Inc.

c/o Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

7. Type of ERISA Plan: Welfare Benefit Plan

8. Policy Year: Calendar Year

9. Effective Date: July 29, 2009.

10. Policy Funding: The Company pays severance benefits under this Policy out of its general assets. Eligible Designated Executives and Participants do not make any contributions to this Policy.

G. ERISA Rights Statement. A Participant in this Policy is entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended, also called “ERISA”.

1. Explanation of a Participant’s ERISA Rights. ERISA provides that all Policy Participants are entitled to:

(a) Examine, without charge, at the Policy Administrator’s office and at other locations (such as work sites and union halls), all Policy documents, including:

(i) Insurance contracts;

(ii) Collective bargaining agreements; and

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(iii) A copy of the latest annual report (Form 5500 Series) filed by the Policy with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(b) Obtain copies of all Policy documents and other Policy information upon written request to the Policy Administrator. The Policy Administrator may assess a reasonable charge for the copies.

(c) Receive a summary of the Policy’s annual financial report which the Policy Administrator is required by law to furnish to each Participant.

2. Policy Administrator’s Responsibilities Under ERISA. In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of this Policy. The people who operate this Policy, called “fiduciaries” of the Policy, have a duty to do so prudently and in the interest of Participants. No one, including the Company or any other person, may fire a Participant or otherwise discriminate against a Participant in any way in an attempt to prevent a Participant from obtaining a welfare benefit or exercising his or her rights under ERISA.

3. Steps To Take to Enforce ERISA Rights. If a Participant’s claim for severance benefits pursuant to this Policy is denied or ignored in whole or in part, the Participant must receive a written explanation of the reason for the denial. The Participant has the right to have the Policy Administrator review and reconsider the claim. (See Section VI.C). Under ERISA, there are steps a Participant can take to enforce the above rights. For instance, if a Participant requests a copy of the Policy documents and does not receive them within 30 days, the Participant may file suit in a Federal court. In such a case, the court may require the Policy Administrator to provide the materials and pay the Participant up to $110.00 a day until the Participant receives the materials, unless the materials were not sent because of reasons beyond the control of the Policy Administrator.

If a Participant has a claim for benefits which is denied or ignored, in whole or in part, and the Participant has been through the Policy’s appeals procedure, the Participant may file suit in a state or Federal court.

Similarly, if a Participant believes the Policy’s fiduciaries are misusing the Policy’s money, or if a Participant is discriminated against for asserting his or her rights, the Participant may seek assistance from the U.S. Department of Labor, or may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If the Participant is successful, the court may order the person the Participant sued to pay

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these costs and fees. If the Participant loses, the court may order the Participant to pay these costs and fees if, for example, the court finds the Participant’s claim is frivolous.

4. Questions. If a Participant has any questions about Policy, he or she should contact the Policy Administrator. If a Participant has any question about this statement or about his or her rights under ERISA, he or she should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. A Participant may also obtain certain publications about his or her rights and responsibilities under ERISA by calling the publications hotline at the Employee Benefits Security Administration or on the Employee Benefits Security Administration’s website at www.dol.gov.

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EX-99.1

EXHIBIT 99.1

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

July 30, 2009

YRC Worldwide Reports Second Quarter 2009 Results

• Finalized Bank Amendment Represents another Step in the Company’s Comprehensive Plan

• Core Operating Results Showing Sequential Improvement

OVERLAND PARK, KAN. — YRC Worldwide Inc. (NASDAQ: YRCW) today reported its results for the second quarter and provided an update on its comprehensive plan. For the quarter, the company announced a loss per share of $3.53, excluding significant charges as detailed below, and a loss per share of $5.20 when including the charges. By comparison, the company reported earnings per share in the second quarter of 2008 of $.23, when excluding a curtailment gain related to the harmonization of retirement plans across the company for its non-contractual employees, and earnings per share of $.62 when including the curtailment gain.

“The second quarter was focused on executing our comprehensive plan to realize efficiencies from the YRC integration, restore financial strength and position our operating companies for future success,” stated Bill Zollars, Chairman, President and CEO of YRC Worldwide. “As a result of the March integration of Yellow and Roadway, the further rightsizing of our networks in relation to volumes and the overall economic environment, we recorded some significant charges that we believe are not reflective of the underlying operating results of our company. Although we will continue to enhance the efficiencies of our networks, we do not expect to record charges of this magnitude going forward.”

Summary of Second Quarter Results

The following table provides a reconciliation of our loss before taxes, as reported, to our loss before taxes, excluding significant charges, for the second quarter of 2009. See footnotes at the end of this release for further information.

	Pre-Tax Amount			Amount Per Share(3)
	(in millions)			(net of tax)
Loss as reported	$	(369	)	$	(5.20	)
Workers’ compensation accrual adjustments		(33	)		(0.46	)
Rerate adjustments		(12	)		(0.16	)
Bad debt and other reserve accruals		(13	)		(0.18	)
Integration impact		(21	)		(0.29	)
Reorganization costs and gains on property disposals		(14	)		(0.20	)
Equity investment impairment (noncash)		(30	)		(0.51	)
Union employee stock awards		9			0.13
Significant charges(1)		(114	)		(1.67	)
Loss excluding significant charges(2)	$	(255	)	$	(3.53	)

YRC Worldwide also reported aggregated cash and available unused capacity under the credit facilities of $218 million at June 30, 2009, including $165 million of cash and cash equivalents. In addition, the company had $95 million in the revolver reserve created pursuant to the company’s credit agreement at June 30, 2009. The company completed $127 million of sale and financing leaseback transactions and closed on $14 million of excess properties during the second quarter.

The equity investment impairment of $30 million noted in the significant charges table related entirely to the company’s August 2008 65% investment in Shanghai Jiayu Logisitics, one of the largest providers of truckload and less-than-truckload ground transportation services in China. This write-down was primarily a result of the declining economy in China and around the world.

Segment Information

Key segment information for the second quarter 2009 compared to the second quarter 2008 included:

• YRC National Transportation total shipments per day down 37.1% and total tonnage per day down 39.4%. The company continues to right size its network to support current and future shipment volumes. Total revenue per hundredweight, including fuel surcharge, down 13.1%, when adjusting for rerates of $12 million not attributed to the second quarter revenue, and down 14.2% without adjusting for these items. Excluding fuel surcharge and adjusted for $12 million in rerates, total revenue per hundredweight for YRC National Transportation was down about 1.5%.

• YRC Regional Transportation total shipments per day down 22.0% and total tonnage per day down 26.4%. Total revenue per hundredweight, including fuel surcharge, down 11.9%. Excluding fuel surcharge, total revenue per hundredweight for YRC Regional Transportation was down about one percent.

“We continue to win new business, and customers have returned shipments to our networks, though it has not happened as quickly or at the levels we were initially expecting,” said Zollars. “Although misinformation about our financial stability creates noise in the marketplace, many of our key customers stand firmly behind our plans and show their support with their business every day. We believe that as we continue to make significant progress on our plans, the tremendous support of our employees, lenders and other stakeholders can provide all of our customers with the confidence they need to completely return.”

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

Comprehensive Plan Update

YRC Worldwide also announced today additional progress in its comprehensive plan to realize efficiencies from the YRC integration, restore financial strength, and position its operating companies for future success. The company’s progress report includes updates on subsequent events since the close of the June 30, 2009 reporting period. These events focus on three key areas of its comprehensive plan.

Bank Amendment

The company finalized today an amendment to its credit agreement with its lender group. The amendment eliminates the third quarter 2009 earnings before interest, taxes, depreciation and amortization (EBITDA) covenant and establishes a fourth quarter 2009 EBITDA covenant of $15 million and a first quarter 2010 EBITDA covenant of $20 million. Also, under the amendment, the company can retain 100% of asset sales between July 31, 2009 and August 31, 2009, up to $50 million (subject to certain conditions) and the minimum liquidity covenant during that same period has been eliminated. The company and its lenders continue active dialogue in regard to the company’s progress on its strategic actions and will evaluate the need for longer-term modifications to the credit agreement.

“We have continued to receive support from our lenders as we manage through this severe economic downturn and the implementation of our recovery plan,” stated Tim Wicks, Executive Vice President and CFO of YRC Worldwide. “We believe their actions demonstrate their belief in the value of this company and its potential as the benefits of our strategic plans become more reflective in our results.”

Pension Fund Progress

YRC Worldwide has reached agreement with the company’s International Brotherhood of Teamsters (“IBT”) multi-employer defined benefit pension funds to provide certain of the company’s real estate as collateral in lieu of pension contribution payments during the second quarter. The company previously announced that it had finalized agreements with funds totaling $94 million, and the remaining funds have joined as participants in the same agreement for a total deferral of $128 million.

Teamsters Voting on Contract Modifications

The company’s employees represented by the IBT are currently voting on modifying our labor agreement, and the results of the vote are expected in early August. Upon ratification of the modification, the company expects an immediate benefit to monthly operating income and cash flow of approximately $45 million per month, increasing to $50 million per month in 2010.

Outlook

The company expects gross capital expenditures of about $65 million in 2009 and over $100 million of cash proceeds from sales of excess properties. Sale and financing leaseback transactions are expected to generate over $300 million of cash proceeds in 2009. Excluding payments related to sale and financing leaseback transactions, we expect interest expense of approximately $35 to $40 million in the third quarter of 2009.

“We have seen signs of encouragement in the economy including stabilization in our absolute volumes, though we think it is too early to confirm that this is the bottom of the recession,” Zollars stated. “We remain optimistic that economic improvement could happen earlier than expected but we do not have it reflected in our financial plans until we progress through 2010.”

Review of Financial Results

YRC Worldwide Inc. will host a conference call for shareholders and the investment community today beginning at 4:30pm ET, 3:30pm CT.

The conference call will be open to listeners via the YRC Worldwide Internet site yrcw.com. An audio playback will be available after the call also via the YRC Worldwide web site.

* * * * *

⁽¹⁾ These significant charges primarily resulted from the company’s internal initiatives to enhance its position in the market (including the integration of the company’s Yellow Transportation and Roadway networks and footprint changes to its Holland network), reserve accruals and an equity investment impairment arising from the extreme economic conditions. Management excludes these charges when evaluating core performance of its operations.

⁽²⁾ The loss excluding significant charges is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. In evaluating our net loss excluding significant charges, you should be aware that we may incur charges and other items such as those identified in the table above. Our presentation of net loss excluding significant charges should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Our net loss excluding significant charges should not be considered in isolation or as a better measurement than the loss as reported in accordance with generally accepted accounting principles.

⁽³⁾ Loss per share, net income (loss) and amounts per share presented in this release and the accompanying financial statements are preliminary and are subject to change in the company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2009 when it is filed with the Securities and Exchange Commission (“SEC”) based upon changes to the income tax provision (benefit) in the company’s statement of consolidated operations for the three

months ended June 30, 2009. The income tax provision (benefit) for this period has been determined, in part, based on the company’s current forecast and forecasted tax rate. These forecasts are subject to varying assumptions, including various economic activity assumptions and the other factors listed in the Forward-Looking Statements section below. Updates to these forecasts prior to the filing of the company’s Form 10-Q could result in changes to the income tax provision (benefit) and the resulting changes to the loss per share, net income (loss) and amounts per share presented in this release and the accompanying Statement of Operations for the three months ended June 30, 2009, prepaid expenses and other, deferred income taxes, net, and retained earnings (deficit) in the Consolidated Balance Sheet at June 30, 2009 and net loss, deferred income tax benefit, net, other operating assets and other operating liabilities in the Statement of Consolidated Cash Flows for the three months ended June 30, 2009.

Forward-Looking Statements:

This news release and statements made on the conference call for shareholders and the investment community contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “expected,” “should,” “will,” “can,” 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 integration of the Yellow Transportation and Roadway networks, changes in equity and debt markets, a downturn in general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work stoppages, strikes or other disruptions, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee satisfaction, and the risk factors that are from time to time included in the company’s reports filed with the SEC, including the company’s Annual Report on Form 10-K for the year ended December 31, 2008.

The company’s expectations regarding its cost reductions and operating income and service improvements, including the effectiveness of the integration of the company’s national networks in responding to the economy, 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 paragraph, 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 and customer acceptance of those services.

The company’s expectations regarding the expected monthly benefits to operating income and cash flow resulting from the modification to its labor agreement are only its expectations regarding these matters. Actual savings will be determined by actual levels of employment. In addition, a number of Teamster bargaining units and bargaining units represented by other unions are not subject to our labor agreement, known as the National Master Freight Agreement. The Company’s estimates of cost savings also assumes that a significant number of these additional bargaining units ratify similar proposals.

The company’s expectations regarding future asset dispositions and sale and financing leasebacks of real estate (including the expectation of the receipt in 2009 of over $100 million in sales proceeds from excess properties and over $300 million in proceeds from sale and financing leaseback transactions) are only its expectations regarding these matters. Actual dispositions and sale and financing leasebacks will be determined by the availability of capital and willing buyers and counterparties in the market and the outcome of discussions to enter into and close any such transactions on negotiated terms and conditions, including (without limitation) usual and ordinary closing conditions such as favorable title reports or opinions and favorable environmental assessments of specific properties.

The company’s expectations regarding 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 and lease expense for sale/leasebacks treated as interest.

* * * * *

YRC Worldwide Inc., a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company for a portfolio of successful brands including YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and Reddaway. YRC Worldwide has the largest, most comprehensive network in North America with local, regional, national and international capabilities. Through its team of experienced service professionals, YRC Worldwide offers industry-leading expertise in heavyweight shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. The company is headquartered in Overland Park, Kan.

Investor Contact:	Sheila Taylor	Media Contact:	Suzanne Dawson
	YRC Worldwide Inc.		Linden Alschuler & Kaplan
	913.696.6108		212.329.1420
	sheila.taylor@yrcw.com		Tsdawson@lakpr.com