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) November 10, 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:

x 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 8.01. Other Events.

On November 10, 2009, YRC Worldwide Inc. (the “Company”) posted investor slides (the “Investor Materials”) to the Company’s website, www.yrcw.com. A copy of the Investor Materials is attached hereto as Exhibit 99.1.

The information in this report, including the Investor Materials incorporated herein by reference, is being “furnished” pursuant to General Instruction F to Current Report on Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this report, including the Investor Materials, shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any filing.

IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER

The Investor Materials attached to this Form 8-K and the contents of this Form 8-K are for informational purposes only and are not an offer to buy or the solicitation of an offer to sell any security. An exchange offer will only be made by means of a prospectus, a letter of transmittal and other offer documents, as described below.

In connection with the commencement of the exchange offer by YRC Worldwide Inc., the Company has filed with the SEC a registration statement on Form S-4 (which contains a preliminary prospectus), a tender offer statement on Schedule TO and other related documents and materials. Investors and security holders are strongly urged to carefully review the registration statement, the preliminary prospectus, the tender offer statement and the other related documents and materials filed with the SEC, including the final prospectus described below, when available, as well as any amendments and supplements thereto because they will contain important information about the Company, the exchange offer and related transactions and are the sole means by which any offer to exchange or sell, or any solicitation of any such offers, will be made.

The registration statement contains a preliminary prospectus and related transmittal materials that are being delivered to holders of the Company’s convertible notes. Investors and security holders may obtain a free copy of the registration statement, preliminary prospectus and transmittal materials, as well as other documents filed by the Company with the SEC, at the SEC’s website, www.sec.gov. Prior to the completion of the exchange offer, the registration statement must become effective under the securities laws, and after effectiveness, the Company will file with the SEC the final prospectus. Investors and security holders are strongly urged to carefully review the final prospectus when it is available. Free copies of the Company’s filings with the SEC have been made available on the Company’s website, www.yrcw.com, or may be obtained by making a request to YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100, Attention: Dan Churay, Executive Vice President, General Counsel and Secretary.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1    YRC Worldwide Inc. Investor Presentation slide show

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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: November 10, 2009	By:	/S/    PAUL F. LILJEGREN
		Paul F. Liljegren
		Vice President – Investor Relations and Treasurer

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EXHIBIT INDEX

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

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EX-99.1

Important Information about the Exchange Offer

This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any security. An exchange offer will only be made by means of a prospectus, a letter of transmittal and other offer documents, as described below.

In connection with the commencement of the exchange offer by YRC Worldwide Inc. (the “Company”), the Company has filed with the SEC a registration statement on Form S-4 (which contains a preliminary prospectus), a tender offer statement on Schedule TO and other related documents and materials. Investors and security holders are strongly urged to carefully review the registration statement, the preliminary prospectus, the tender offer statement and the other related documents and materials filed with the SEC, including the final prospectus described below, when available, as well as any amendments and supplements thereto because they will contain important information about the Company, the exchange offer and related transactions and are the sole means by which any offer to exchange or sell, or any solicitation of any such offers, will be made.

The registration statement contains a preliminary prospectus and related transmittal materials that are being delivered to holders of the Company’s convertible notes. Investors and security holders may obtain a free copy of the registration statement, preliminary prospectus and transmittal materials, as well as other documents filed by the Company with the SEC, at the SEC’s website, www.sec.gov. Prior to the completion of the exchange offer, the registration statement must become effective under the securities laws, and after effectiveness, the Company will file with the SEC the final prospectus. Investors and security holders are strongly urged to carefully review the final prospectus when it is available. Free copies of the Company’s filings with the SEC have been made available on the Company’s website, www.yrcw.com, or may be obtained by making a request to YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100, Attention: Dan Churay, Executive Vice President, General Counsel and Secretary.

Tim Wicks

President & Chief Operating Officer

Investor Presentation

Tim Wicks

President & Chief Operating Officer

Investor Presentation

November 11, 2009

Exhibit 99.1

IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER   

IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER   

•

IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER  

•

This presentation is for informational purposes only and is not an offer to buy or the solicitation of an offer to

sell any security.  An exchange offer will only be made by means of a prospectus, a letter of transmittal and

other offer documents, as described below.  

•

In connection with the commencement of the exchange offer by YRC Worldwide Inc., the company filed with

the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (which contains a

preliminary prospectus), a tender offer statement on Schedule TO and other related documents and materials.

Investors and security holders are strongly urged to carefully review the registration statement, the

preliminary prospectus, the tender offer statement and the other related documents and materials filed with

the SEC, including the final prospectus described below, when available, as well as any amendments and

supplements thereto because they will contain important information about the company, the exchange offer

and related transactions and are the sole means by which any offer to exchange or sell, or any solicitation of

any such offers, will be made. 

•

The registration statement contains a preliminary prospectus and related transmittal materials that are being

delivered today to holders of the convertible notes.  Investors and security holders may obtain a free copy of

the registration statement, preliminary prospectus and transmittal materials, as well as other documents filed

by the company with the SEC, at the SEC’s website, www.sec.gov.  Prior to the completion of the exchange

offer, the registration statement must become effective under the securities laws, and after effectiveness, the

company will file with the SEC the final prospectus. Investors and security holders are strongly urged to

carefully review the final prospectus when it is available.  Free copies of the company’s filings with the SEC

have been made available on the company’s website, www.yrcw.com, or may be obtained by making a request

to YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211, (913) 696-6100, Attention: Dan

Churay, Executive Vice President, General Counsel and Secretary.

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Discussion Topics

Discussion Topics

Comprehensive Plan / Key Stakeholders

Liquidity Programs

Bank Amendment and ABS Renewal

Note Exchange

Operating Environment

Labor Contract

Cost Reductions/Performance Initiatives

Sequential Operating Improvement

Legislation

Proving the Critics Wrong

4

Comprehensive Plan / Key Stakeholders

Comprehensive Plan / Key Stakeholders

Start with balance sheet liquidity, moving to operating liquidity

Restore financial strength

Position company for future success

Key

stakeholders

–

with

the

support

of

key

stakeholders,

we’ve

consistently

proven critics wrong by executing our comprehensive plan.

Customers

Lending group

Pension funds

Union and non-union employee owners

Note holders

Equity holders

State self-insurance agencies

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Liquidity Programs

Liquidity Programs

Excess Property Sales

$105 million through Q3; $125 million 2009

Sale/Leasebacks

$305 million through Q3; $350 million 2009

2010 transactions will be done on opportunistic basis

Pension Deferral Program

$165 million at September 2009, net of $15 million in asset sales

Represents debt obligations prior to labor contract changes

Repayment deferred, post note exchange

6

Bank Amendment and ABS Renewal

Bank Amendment and ABS Renewal

Credit Facility Amendment

100% approval by all 18 lenders

Facility remains at $950 million through 2012

Upon note exchange, the lenders will defer interest & fees through at least the

end of 2010; $20 million per quarter

Access to $106 million reserve

No EBITDA covenant in 4Q09 or 1Q10; remaining quarters reset

ABS Amendment and Renewal

Support by all four lenders; linked to note exchange

Renewed early; extended to October 2010

$400 million facility

Most

of

the

interest

&

fees

will

be

deferred;

$5

million

per

quarter

$10 million fee deferred until October 2010

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Note Exchange

Note Exchange

Address upcoming maturities

Reduce debt and improve capital structure

Potential to improve credit rating, post exchange

Reduction in letters of credit to support work comp programs

Resulting improvement in liquidity

Outstanding notes

Total par: $536.8 million

USF notes: $150 million, due April 2010

5 % Contingent Convertibles: $236.8 million, put rights August 2010

3 3/8 % Contingent Convertibles: $150 million, put rights 2012

S-4 filed

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Operating Environment

Operating Environment

Economy Remains Challenging

Stabilized, no sustained positive momentum

No expectation of near-term growth

Believe we have seen the bottom

Volume Trends

Stabilized since first quarter

Relatively small variations, beyond seasonal movements, in month-over-

month sequential changes to volumes

Allows us to size the networks appropriately

Financial noise

Competitive Pricing Environment

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Labor Contract

Labor Contract

Ratification of labor contract changes during the third quarter

Additional 5% wage reduction, aggregate 15%, in August and September

Pension contribution cessation for 18 months, contributions resume in 2011

No repayment is required for pension contribution cessation

Q3 reflects most but not all of the benefit from the labor contract changes

$82 million benefit was realized ($13 million wage)

Certain benefits were not fully reflected in quarterly results

$22 million in expense prior to ratifications during the quarter

($8 million wage)

$13 million in expense for non-ratified units ($9 million wage)

Total  of above $35 million ($17 million wage)

Teamster options

20% on a fully diluted basis, post note exchange

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Cost Reductions/Performance Initiatives

Cost Reductions/Performance Initiatives

Functional Organization Structure

Streamlines and speeds decision making; improves efficiencies

2011 Cost Reduction Goal of $200 million

Benefits expected  to begin Q4 2009

Expect to be at $150 million annual run rate by end of 2009

Expect to be at the $200 million run rate by mid 2010, well ahead of goal

Cost

Reduction

Target

Areas

SG&A reductions

Safety improvements

Operational improvements

Business Performance Objectives: Must balance competing  priorities

successfully

Operations: reduce cost per shipment while improving service

Sales: maximize revenue, improve mix while optimizing yields

Finance: enhance liquidity, remove financial overhang

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Sequential Operating Improvement 

Sequential Operating Improvement 

Q3 operating results improved as compared to Q2

Operating Income adjusted to exclude net gain

on disposals  improved $172 million

Operating Cash Flow improved $77 million

YRC National

Labor contract changes

Network resizing & stabilization

YRC Regional

Holland led turnaround

Q1:  Eliminated network overlap with New

Penn in the northeast

Q2 :  Reduced number of terminals in

Holland network

Increased sales focus on next-day

business

Operational improvements

Velocity centers create density

Improved lane balance

YRC Logistics

Pricing discipline and cost management

Operating Income, adjusted *

(Dollars in millions)

Amounts shown above for National, Regional and Logistics

represent the sequential improvement comparing Q3 to Q2.

108

48

14

(301)

-

-

-

(129)

Q2 OI, adj

National

Regional

Logistics

Q3 OI, adj

* Operating income adjusted to exclude net gain on disposals is a non-GAAP

measure.  These amounts are used for internal management purposes only and

should not be construed as a better measurement than operating income, as

defined by generally accepted accounting principles, which for the third quarter

2009 and second quarter 2009 included $11 million and $1 million, respectively, of

net gain on property disposals.

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Pension Reform

We remain interested in discussing the treatment of “orphans”

We currently fund the pension obligations for thousands of participants who never

worked for YRCW

Bi-partisan legislation introduced

•

The Preserve Benefits and Jobs Act of 2009, sponsored by Rep. Earl Pomeroy

(D-ND) and Rep. Pat Tiberi (R-OH)

•

NOL Five-year

Carryback

2008 or

2009

Evaluation underway

Legislation

Legislation

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Comprehensive plan milestones accomplished that critics said would not happen

Lenders adjust covenants in credit agreements

Lenders agree to ‘self-help’

sale and leaseback

real estate program

Company successfully executes on excess real estate sales and sale leaseback

program in a depressed market

Integration of Yellow and Roadway networks completed

Union employees ratify labor contract changes, twice; receive ownership stake

Banks give up their collateral to pension plans who agree to defer contributions

Pension contributions ceased for 18 months with labor contract changes

Lenders agree to provide new liquidity and to defer payment of interest and fees,

post note exchange

People Said We Couldn’t Do It!

People Said We Couldn’t Do It!

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Upcoming milestones that will raise critics comments

Successful completion of note exchange

Improvement in credit rating, post note exchange

Further improvement in operating results, creating operating liquidity

Market share recovery 

Pension reform

As

a

result

of

successfully

executing

our

comprehensive

plan,

we

expect

to

be

well positioned when the economy recovers

Proving the Critics Wrong

Proving the Critics Wrong

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Forward-Looking Statements

Forward-Looking Statements

•

Forward-Looking Statements

•

This presentation contains forward-looking statements. The words “believe,” “will,” “expect,” “anticipate” and similar expressions are intended to identify forward-looking

statements.  It is important to note that any exchange will be subject to a number of significant conditions, including, among other things, that holders of a specific percentage of

the outstanding notes participate in the exchange offer. We cannot provide you with any assurances that such conditions to the exchange offer will be satisfied.  In addition, even if

an exchange offer is completed, the company’s future results could differ materially from any results 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, 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 future asset dispositions and sale and financing leasebacks of real estate are only its expectations regarding these matters.  Actual

dispositions and sale and financing leasebacks will be determined by the availability of capital and willing buyers and counterparties in the market and the outcome of discussions

to enter into and close any such transactions on negotiated terms and conditions, including (without limitation) usual and ordinary closing conditions such as favorable title reports

or opinions and favorable environmental assessments of specific properties.

•

The company’s expectations regarding deferred interest and fees are only its expectations regarding the deferred amounts.  Actual deferred interest and fees could differ based

on a number of factors, including (among others) the company’s expected borrowings under the Credit Agreement and the ABS Facility, which is affected by revenue and

profitability results and the factors that affect revenue and profitability results (including the risk factors that are from time to time included in the company’s reports filed with the

SEC, including the company’s annual report on Form 10-K for the year ended December 31, 2008).

•

The company's expectations regarding its credit rating following an exchange offer are only its expectations regarding this matter. The company's actual credit ratings are

determined by rating agencies, which we do not control.

•

The company’s expectations regarding the impact of, and the service and operational improvements and collateral and cost reductions due to, the integration of Yellow

Transportation and Roadway, improved safety performance, right-sizing the network, consolidation of support functions, and the timing of achieving the improvements and cost

reductions could differ materially from actual improvements and cost reductions based on a number of factors, including (among others) the factors identified in the first paragraph

under “Forward-Looking Statements” above, the ability to identify and implement cost reductions in the time frame needed to achieve these expectations, the success of the

company’s operating plans and programs, the company’s ability to successfully reduce collateral requirements for its insurance programs, which in turn is dependent upon the

company’s safety performance, ability to reduce the cost of claims through claims management and the requirements of state workers compensation agencies and insurers for

collateral for self insured portions of workers compensation programs, the need to spend additional capital to implement cost reduction opportunities, including (without limitation)

to terminate, amend or renegotiate prior contractual commitments, the accuracy of the company’s estimates of its spending requirements, changes in the company’s strategic

direction, the need to replace any unanticipated losses in capital assets, approval of the affected unionized employees of changes needed to complete the integration under the

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

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

•

The company’s expectations regarding additional ratifications by teamster employees of the union wage reductions and the cost reductions resulting from the ratifications are only

its expectations regarding these matters.  Whether the company is able to obtain these cost reductions is dependant upon the company reaching agreement with the remaining

bargaining units that have not yet ratified the wage reductions and on the actual number of employees working, which, in turn, is dependent on business volumes and needs.