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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2011	Feb. 20, 2012	Jun. 30, 2011
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Entity Registrant Name	YRC Worldwide Inc.
Entity Central Index Key	0000716006
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		7,662,554
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 53,913,222
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 200,521	$ 143,017
Restricted amounts held in escrow	59,680
Accounts receivable, less allowances of $11,966 and $14,499	476,793	442,500
Fuel and operating supplies	25,909	16,463
Deferred income taxes, net	31,587	118,273
Prepaid expenses and other	43,469	47,779
Total current assets	837,959	768,032
Property and Equipment:
Land	276,417	317,091
Structures	895,471	962,922
Revenue equipment	1,426,432	1,489,825
Technology equipment and software	267,322	258,871
Other	209,216	210,704
Total cost	3,074,858	3,239,413
Less - accumulated depreciation	(1,738,304)	(1,710,216)
Net property and equipment	1,336,554	1,529,197
Intangibles, net	117,492	139,525
Restricted amounts held in escrow	96,251
Other assets	97,584	134,802
Total assets	2,485,840	2,571,556
Liabilities and Shareholders' Deficit
Accounts payable	151,922	147,112
Wages, vacations and employees' benefits	210,409	196,486
Claims and insurance accruals	178,002	176,631
Other current and accrued liabilities	125,944	275,595
Current maturities of long-term debt	9,459	222,873
Total current liabilities	675,736	1,018,697
Other Liabilities:
Long-term debt, less current portion	1,345,201	837,262
Deferred income taxes, net	31,687	118,624
Pension and postretirement	440,265	447,928
Claims and other liabilities	351,563	360,439
Commitments and Contingencies
Shareholders' Deficit:
Common stock, $0.01 par value per share - authorized 33,333,333 and 266,667 shares, issued 6,847,000 and 159,000 shares	68	2
Capital surplus	1,902,957	1,643,752
Accumulated deficit	(1,930,202)	(1,520,891)
Accumulated other comprehensive loss, net of taxes	(234,100)	(239,626)
Treasury stock, at cost (410 shares)	(92,737)	(92,737)
Total YRC Worldwide Inc. shareholders' deficit	(354,014)	(209,500)
Non-controlling interest	(4,598)	(1,894)
Total shareholders' deficit	(358,612)	(211,394)
Total liabilities and shareholders' deficit	2,485,840	2,571,556
Series A Preferred Stock [Member]
Shareholders' Deficit:
Cumulative Preferred stock, $1.00 par value per share - authorized 5,000,000 shares
Series B Preferred Stock [Member]
Shareholders' Deficit:
Cumulative Preferred stock, $1.00 par value per share - authorized 5,000,000 shares

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Allowance for doubtful accounts receivable	$ 11,966	$ 14,499
Preferred stock, par value	$ 1	$ 1
Preferred stock, authorized	5,000,000	5,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	33,333,333	266,667
Common stock, issued	6,847,000	159,000
Treasury stock, shares	410	410
Series A Preferred Stock [Member]
Preferred stock, issued	1	0
Preferred stock, liquidation preference	$ 1	$ 0
Series B Preferred Stock [Member]
Preferred stock, issued	0	0
Preferred stock, liquidation preference	$ 0	$ 0

Statements Of Consolidated Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Statements Of Consolidated Operations [Abstract]
Operating Revenue	$ 4,868,844	$ 4,334,640	$ 4,871,025
Operating Expenses:
Salaries, wages and employees' benefits	2,798,192	2,671,468	3,561,069
Equity based compensation expense	15,510	31,205	31,290
Operating expenses and supplies	1,194,543	945,310	1,130,090
Purchased transportation	535,386	455,800	486,429
Depreciation and amortization	195,666	200,977	245,827
Other operating expenses	276,030	248,142	310,448
(Gains) losses on property disposals, net	(8,246)	4,306	(12,108)
Impairment charges		5,281
Total operating expenses	5,007,081	4,562,489	5,753,045
Operating loss	(138,237)	(227,849)	(882,020)
Nonoperating (Income) Expenses:
Interest expense	156,106	159,192	161,570
Equity investment impairment		12,338	30,374
Fair value adjustment of derivative liabilities	79,221
(Gain) loss on debt extinguishment	(25,794)	5,947
Gain on debt redemption, net			(193,872)
Interest income	(435)	(321)	(719)
Restructuring transaction costs	17,783
Other, net	(3,249)	(4,116)	9,209
Nonoperating expenses, net	223,632	173,040	6,562
Loss from Continuing Operations Before Income Taxes	(361,869)	(400,889)	(888,582)
Income Tax Benefit	(7,452)	(96,203)	(256,876)
Net Loss from Continuing Operations	(354,417)	(304,686)	(631,706)
Net Income (Loss) from Discontinued Operations, net of tax		(23,084)	12,235
Net Loss	(354,417)	(327,770)	(619,471)
Less: Net Loss Attributable to Non-Controlling Interest	(3,154)	(1,963)
Net Loss Attributable to YRC Worldwide Inc.	(351,263)	$ (325,807)	$ (619,471)
Amortization of beneficial conversion feature on preferred stock	$ (58,048)
Weighted Average Common Shares Outstanding - Basic and Diluted	2,087	132	8
Basic and Diluted Loss Per Share
Loss from continuing operations attributable to YRC Worldwide Inc.	$ (196.12)	$ (2,293.30)	$ (79,519.96)
Income (Loss) from discontinued operations		(174.87)	1,540.16
Net loss Per Share	$ (196.12)	$ (2,468.17)	$ (77,979.80)
Amounts Attributable to YRC Worldwide Inc. Common Shareholders
Loss from continuing operations, net of tax	$ (409,311)	$ (302,723)	$ (631,706)
Income (Loss) from discontinued operations, net of tax		(23,084)	12,235
Net loss	$ (409,311)	$ (325,807)	$ (619,471)

Statements Of Consolidated Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Operating Activities:
Net loss	$ (354,417)	$ (327,770)	$ (619,471)
Noncash items included in net loss:
Depreciation and amortization	195,666	205,930	259,391
Fair value adjustment of derivative liabilities	79,221
(Gain) loss on debt extinguishment	(25,794)	5,947
Amortization of deferred debt costs	23,761	46,182	29,120
Equity based compensation expense	15,510	31,205	31,290
Paid-in-kind interest on Series A Notes and Series B Notes	13,099
(Gains) losses on property disposals, net	(8,246)	5,706	(11,911)
Deferred income tax benefit, net	(167)	(64,163)	(196,041)
Equity investment impairment		12,338	30,374
Impairment charges		5,281
Gains on debt redemptions, net			(193,872)
Other noncash items	(3,714)	(3,105)	9,659
Restructuring transaction costs	17,783
Changes in assets and liabilities, net:
Accounts receivable	(36,288)	4,859	312,024
Accounts payable	4,987	(15,793)	(141,053)
Other operating assets	(5,208)	46,806	20,821
Other operating liabilities	57,839	47,264	90,350
Net cash provided by (used in) operating activities	(25,968)	687	(379,319)
Investing Activities:
Acquisition of property and equipment	(71,628)	(19,150)	(36,270)
Proceeds from disposal of property and equipment	67,461	85,669	133,061
(Deposits into) withdrawals from restricted escrow, net	(155,931)
Disposition of affiliate, net of cash sold		34,290	31,948
Other, net	3,462	5,223	6,363
Net cash provided by (used in) investing activities	(156,636)	106,032	135,102
Financing Activities:
Asset backed securitization payments, net	(122,788)	(23,497)	(715)
Issuance of long-term debt	441,602	230,258	331,542
Repayment of long-term debt	(46,687)	(260,214)	(247,285)
Debt issuance costs	(30,472)	(18,614)	(60,853)
Equity issuance costs	(1,547)	(17,323)	(6,033)
Equity issuance proceeds		15,906
Stock issued in connection with the 6% Notes		11,994
Net cash provided by (used in) financing activities	240,108	(61,490)	16,656
Net Increase (Decrease) In Cash and Cash Equivalents	57,504	45,229	(227,561)
Cash and Cash Equivalents, Beginning of Year	143,017	97,788	325,349
Cash and Cash Equivalents, End of Year	200,521	143,017	97,788
Supplemental Cash Flow Information:
Income tax refund (payments), net	(6,475)	80,768	(35,885)
Interest paid	(67,486)	(54,183)	(72,823)
Interest deferred	43,600	88,174	21,264
Pension contribution deferral transferred to debt		4,361	171,351
Lease financing transactions	8,985	46,564	331,492
Interest paid in stock for the 6% Notes	2,082	2,007
Debt issuance costs paid in stock		$ 3,027
Deferred interest and fees converted to equity	43,164
Debt redeemed for equity consideration	$ 8,711		$ 463,063

Statements Of Consolidated Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Series A Notes [Member] Capital Surplus [Member]	Series B Notes [Member] Capital Surplus [Member]	6% Notes [Member] Capital Surplus [Member]	Preferred Stock [Member]	Common Stock [Member]	Capital Surplus [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock, At Cost [Member]	Noncontrolling Interest [Member]	Total
Total shareholders' deficit						$ 1,301,999	$ (575,613)	$ (172,550)	$ (92,737)
Beginning balance at Dec. 31, 2008						1,301,999	(575,613)	(172,550)	(92,737)
Issuance of equity in exchange for debt and interest (net of transaction costs)				$ 4,346		246,792
Equity based compensation						28,013					$ (31,290)
Other, net						536
Net loss attributable to YRC Worldwide Inc.							(619,471)				(619,471)
Net pension gains (losses) and other adjustments								14,935			17,358
Reclassification of net losses to net income								2,429
Curtailment, settlement adjustments and other								846			846
Foreign currency translation adjustments								9,861			9,860
Total shareholders' deficit				4,346		1,301,999	(575,613)	(172,550)	(92,737)		149,386
Ending balance at Dec. 31, 2009				4,346		1,577,340	(1,195,084)	(144,479)	(92,737)		149,386
Total shareholders' deficit				4,346		1,577,340	(1,195,084)	(144,479)	(92,737)		149,386
Conversion of preferred shares to common shares				(4,346)	$ 2	4,344
Shares issued in connection with ABS amendment						3,027
At the market issuances of common stock						15,388
Beneficial conversion feature of the 6% notes			$ 3,341
Interest paid in stock for the 6% Notes			2,007
Issuance of equity in exchange for debt and interest (net of transaction costs)			11,993			(1,999)
Equity based compensation						28,311					(31,205)
Net loss attributable to YRC Worldwide Inc.							(325,807)				(325,807)
Net pension gains (losses) and other adjustments								(105,241)			(101,315)
Reclassification of net losses to net income								3,932
Curtailment, settlement adjustments and other								(226)			(226)
Foreign currency translation adjustments								6,388		$ (46)	6,388
Noncontrolling interest in Jiayu upon consolidation										115
Net loss attributable to the noncontrolling interest										(1,963)	1,963
Total shareholders' deficit				4,346	2	1,577,340	(1,195,084)	(144,479)	(92,737)	(1,894)	149,386
Ending balance at Dec. 31, 2010					2	1,643,752	(1,520,891)	(239,626)	(92,737)	(1,894)	(211,394)
Total shareholders' deficit					2	1,643,752	(1,520,891)	(239,626)	(92,737)	(1,894)	(211,394)
Issuance of equity in exchange for debt					4
Conversion of preferred shares to common shares				(5,000)	62	57,986
Conversion feature embedded in notes	$ 26,526	$ 106,793
Beneficial conversion feature on preferred stock						58,048
Interest paid in stock for the 6% Notes			$ 2,082
Issuance of equity in exchange for debt and interest (net of transaction costs)		$ 8,707		$ 5,000
Equity issuance costs						(1,548)
Equity based compensation						611					(15,510)
Amortization of conversion feature on preferred stock							(58,048)				58,048
Net loss attributable to YRC Worldwide Inc.							(351,263)				(351,263)
Net pension gains (losses) and other adjustments								(3,575)			6,045
Reclassification of net losses to net income								9,629
Foreign currency translation adjustments								(528)		(307)	(528)
Net loss attributable to the noncontrolling interest										(3,154)	3,154
Capital investment										757
Total shareholders' deficit					2	1,643,752	(1,520,891)	(239,626)	$ (92,737)	(1,894)	(211,394)
Ending balance at Dec. 31, 2011					68	1,902,957	(1,930,202)	(234,100)		(4,598)	(358,612)
Total shareholders' deficit					$ 68	$ 1,902,957	$ (1,930,202)	$ (234,100)		$ (4,598)	$ (358,612)

Statements Of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
Statements Of Comprehensive Loss - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Statements Of Comprehensive Loss [Abstract]
Net loss attributed to YRC Worldwide Inc.	$ (351,263)	$ (325,807)	$ (619,471)
Other comprehensive income (loss) attributable to YRC Worldwide Inc., net of tax:
Net prior service cost	9	6	6
Net actuarial gains (losses) and other adjustments	6,045	(101,315)	17,358
Curtailment, settlement adjustments and other		(226)	846
Changes in foreign currency translation adjustments	(528)	6,388	9,860
Other comprehensive income (loss) attributable to YRC Worldwide Inc.	5,526	(95,147)	28,070
Comprehensive loss attributable to YRC Worldwide Inc.	$ (345,737)	$ (420,954)	$ (591,401)

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Emerging Issues Task Force (EITF)
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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+ Details

- Definition

The cost (credit) resulting from a plan amendment that occurred during the period, after tax. The cost has not been recognized in net periodic benefit cost. A plan amendment includes provisions that grant increased benefits based on service rendered in prior periods.

+ References

+ Details

- Definition

The accumulated change in the value of either the projected benefit obligation or the plan assets resulting from experience different from that assumed or from a change in an actuarial assumption that has not been recognized in net periodic benefit cost, after tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

- Definition

Adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency of the reporting entity, net of tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

This element represents Other Comprehensive Income or Loss, Net of Tax, for the period. Includes deferred gains or losses on qualifying hedges, unrealized holding gains or losses on available-for-sale securities, minimum pension liability, and cumulative translation adjustment. While for technical reasons this element has no balance attribute, the default assumption is a credit balance consistent with its label.

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Description Of Business

12 Months Ended

Dec. 31, 2011

Description Of Business [Abstract]

Description Of Business

1. Description of Business

YRC Worldwide Inc. (also referred to as "YRC Worldwide", "the Company", "we", "us" or "our"), one of the largest transportation service providers in the world, is a holding company that through wholly owned operating subsidiaries and its interests in certain joint ventures offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. Our operating segments include the following:

•

YRC Freight (formerly National Transportation) is the reporting segment for our transportation service providers focused on business opportunities in national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management and customer facing organizations. This unit includes our less-than-truckload ("LTL") subsidiary YRC Inc. ("YRC Freight") and Reimer Express ("YRC Reimer"), a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States ("U.S.") and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.

•

Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. Regional Transportation is comprised of Holland, New Penn Motor Express ("New Penn") and Reddaway. These companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States; Quebec, Canada; Mexico and Puerto Rico.

•

Truckload reflects the results of Glen Moore, a provider of truckload services throughout the U.S. On December 15, 2011, we completed the sale of the majority of the assets of Glen Moore to a third party and concluded its operations. See Note 13 to our consolidated financial statements for further discussion.

Ability to Continue as a Going Concern

Our consolidated financial statements were prepared assuming we would continue as a going concern (which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future, including the next twelve months). Our ability to continue as a going concern is dependent on many factors, including among other things, improvements in our operating results necessary to comply with our debt covenant requirements, amend or modify our existing debt covenant requirements or achieve the operating results necessary to comply with the covenants in any amended or modified debt facilities. Management's plans with respect to these conditions are further described in Note 9 to our consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. If we are unsuccessful in achieving management's plans, we would consider in court and out of court restructuring alternatives.

Principles Of Consolidation And Summary Of Accounting Policies

12 Months Ended

Dec. 31, 2011

Principles Of Consolidation And Summary Of Accounting Policies [Abstract]

Principles Of Consolidation And Summary Of Accounting Policies

2. Principles of Consolidation and Summary of Accounting Policies

The accompanying consolidated financial statements include the accounts of YRC Worldwide and its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. The quarters of the Regional Transportation companies (with the exception of New Penn) consist of thirteen weeks that end on a Saturday either before or after the end of March, June and September, whereas all other operating segment quarters end on the natural calendar quarter end. Investments in non-majority owned affiliates or those in which we do not have control where the entity is either not a variable interest entity or YRC Worldwide is not the primary beneficiary are accounted for on the equity method. We own a 65% equity interest in Shanghai Jiayu Logistics Co. Ltd. ("Jiayu") for which we consolidate the results in our financial statements effective April 1, 2010 and therefore have a noncontrolling (minority) interest included in our consolidated subsidiaries; consequently, a portion of our shareholders' equity (deficit), net loss and comprehensive loss for the periods presented are attributable to noncontrolling interests. Comprehensive loss attributable to our non-controlling interest was not material for any period presented. Management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Actual results could differ from those estimates.

Reverse Stock Splits

The board of directors approved a reverse stock split effective December 1, 2011 at a ratio of 1:300. The reverse stock split was effective on NASDAQ on December 2, 2011. The board of directors also approved a reverse stock split effective September 30, 2010 at a ratio of 1:25. The reverse stock split was effective on NASDAQ on October 1, 2010. Fractional shares were not issued in connection with the reverse stock splits. Fractional shares were collected and pooled by our transfer agent and sold in the open market and the proceeds were allocated to the stockholders' respective accounts pro rata in exchange for their fractional shares. Shareholders' Equity (Deficit) has been retroactively adjusted to give effect to the reverse stock splits for all periods presented by reclassifying from Common stock to Capital surplus, the par value of the share reduction in connection with the reverse splits. All share numbers and per share amounts in the Consolidated Financial Statements and Notes to the Consolidated Financial Statements have been retroactively adjusted to give effect to the reverse stock splits.

Each of the reverse stock splits reduced the number of shares of our common stock available for issuance under our employee and director equity plans in proportion to the reverse stock split ratio. Under the terms of our outstanding equity awards, the reverse stock split reduced the number of shares of our common stock issuable upon exercise or vesting of such awards in proportion to the reverse stock split ratio and caused a proportionate increase in the exercise price of such awards to the extent they were stock options. The number of shares of our common stock issuable upon exercise or vesting of outstanding equity awards was rounded to the nearest whole share and no cash payment was made in respect of such rounding.

Accounting policies refer to specific accounting principles and the methods of applying those principles to fairly present our financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed below include those that management has determined to be the most appropriate in preparing our financial statements and are not otherwise discussed in a separate note.

Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and highly liquid investments purchased with maturities of three months or less.

Under the Company's cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes which are classified within accounts payable in the accompanying consolidated balance sheets. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts.

Concentration of Credit Risks and Other

We sell services and extend credit based on an evaluation of the customer's financial condition, without requiring collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. We monitor our exposure for credit losses and maintain allowances for anticipated losses.

At December 31, 2011, approximately 76% of our labor force was subject to collective bargaining agreements, which predominantly expire in 2015. In January 2009, the primary labor agreement was modified to reflect a 10% reduction in all wages, inclusive of scheduled increases, through the remaining life of the agreement. The modification also suspended any cost of living increases. In July 2009, the primary labor agreement was again modified to reflect an additional 5% reduction in all wages through the remaining life of the agreement. In September 2010, we modified the primary labor agreement to extend the expiration date from March 31, 2013 to March 31, 2015. The modification also extended the temporary cessation of pension contributions to June 1, 2011 at which time we began contributing at the rate of 25% of the contribution rate as of July 1, 2009. Additionally the modification extended the 15% wage reductions but provided for wage increases in 2013 and 2014 and provided for significant changes in work rules.

Revenue Recognition

For shipments in transit, we record revenue based on the percentage of service completed as of the period end and accrue delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to standard transit days. Standard transit days are defined as our published service days between origin zip code and destination zip code. Based on historical cost and engineering studies, certain percentages of revenue are determined to be earned during each stage of the shipment cycle, such as initial pick up, long distance transportation, intermediate transfer and customer delivery. Using standard transit times, we analyze each shipment in transit at a particular period end to determine what stage the shipment is in. We apply that stage's percentage of revenue earned factor to the rated revenue for that shipment to determine the revenue dollars earned by that shipment in the current period. The total revenue earned is accumulated for all shipments in transit at a particular period end and recorded as operating revenue.

In addition, we recognize revenue on a gross basis because the entities are the primary obligors even when they use other transportation service providers who act on their behalf. We remain responsible to their customers for complete and proper shipment, including the risk of physical loss or damage of the goods and cargo claims issues. We assign pricing to bills of lading at the time of shipment based primarily on the weight, general classification of the product, the shipping destination and individual customer discounts. This process is referred to as rating. At various points throughout our process, incorrect ratings could be identified based on many factors, including weight verifications or updated customer discounts. Although the majority of rerating occurs in the same month as the original rating, a portion occurs during the following periods. We accrue a reserve for rerating based on historical trends. At December 31, 2011 and 2010, our financial statements included a rerate reserve as a reduction to "Accounts Receivable" of $16.4 million and $19.0 million, respectively.

Foreign Currency

Our functional currency is the U.S. dollar, whereas, our foreign operations utilize the local currency as their functional currency. Accordingly, for purposes of translating foreign subsidiary financial statements to the U.S. dollar reporting currency, assets and liabilities of our foreign operations are translated at the fiscal year end exchange rates and income and expenses are translated monthly at the average exchange rates for each respective month. Foreign currency gains and losses resulting from foreign currency transactions resulted in a $5.2 million gain, $8.4 million gain and a $0.6 million loss during 2011, 2010 and 2009, respectively, and are included in "Other nonoperating (income) expense" and "Net income (loss) from discontinued operations, net of tax" in the accompanying statements of consolidated operations. Approximately $5.5 million of the 2010 gain relates to the recognition of foreign currency translation adjustment from the dissolution of a certain wholly owned subsidiary.

Claims and Insurance Accruals

Claims and insurance accruals, both current and long-term, reflect the estimated settlement cost of claims for workers' compensation, cargo loss and damage, and property damage and liability that insurance does not cover. We establish and modify reserve estimates for workers' compensation and property damage and liability claims primarily upon actuarial analyses prepared by independent actuaries. These reserves are discounted to present value using a risk-free rate based on the year of occurrence. The risk-free rate is the U.S. Treasury rate for maturities that match the expected payout of such claims and was 0.8%, 1.1% and 1.4% for workers' compensation claims incurred for the years ended and as of December 31, 2011, 2010 and 2009, respectively. The rate was 0.5%, 0.7% and 1.0% for property damage and liability claims incurred for the years ended and as of December 31, 2011, 2010 and 2009, respectively. The process of determining reserve requirements utilizes historical trends and involves an evaluation of accident frequency and severity, claims management, changes in health care costs and certain future administrative costs. The effect of future inflation for costs is considered in the actuarial analysis. Adjustments to previously established reserves are included in operating results in the year of adjustment. As of December 31, 2011 and 2010, we had $500.7 million and $515.2 million, respectively, accrued for claims and insurance. The claims and insurance liabilities for YRC Logistics, which is included in our discontinued operations, were not assumed by the third party buyer and therefore are still included in our outstanding liabilities.

Expected aggregate undiscounted amounts and material changes to these amounts as of December 31 are presented below:


(in millions)	Workers' Compensation			Property Damage and Liability Claims			Total
Undiscounted amount at December 31, 2009	$	451.7		$	111.4		$	563.1
Estimated settlement cost for 2010 claims		113.3			30.8			144.1
Claim payments		(145.9	)		(52.2	)		(198.1	)
Change in estimated settlement cost for older claim years		27.5			12.1			39.6

Undiscounted amount at December 31, 2010	$	446.6		$	102.1		$	548.7
Estimated settlement cost for 2011 claims		106.9			32.4			139.3
Claim payments		(124.5	)		(66.5	)		(191.0	)
Change in estimated settlement cost for older claim years		20.6			11.9			32.5

Undiscounted settlement cost estimate at December 31, 2011	$	449.6		$	79.9		$	529.5

Discounted settlement cost estimate at December 31, 2011	$	402.2		$	78.5		$	480.3

In addition to the amounts above, settlement cost amounts for cargo claims and other insurance related amounts, none of which are discounted, totaled $20.4 million and $18.0 million at December 31, 2011 and 2010, respectively.

Estimated cash payments to settle claims which were incurred on or before December 31, 2011, for the next five years and thereafter are as follows:


(in millions)	Workers' Compensation		Property Damage and Liability Claims		Total
2012	$	102.8	$	30.0	$	132.8
2013		69.9		20.9		90.8
2014		49.6		13.6		63.2
2015		36.7		8.0		44.7
2016		28.0		3.7		31.7
Thereafter		162.6		3.7		166.3

Total	$	449.6	$	79.9	$	529.5

Stock-Based Compensation

We have various stock-based employee compensation plans, which are described more fully in Note 11 to our consolidated financial statements. We recognize compensation costs for non-vested shares and compensation cost for all share-based payments (i.e., options) based on the grant date fair value. Additionally, we recognize compensation cost for all share-based payments granted on a straight-line basis over the requisite service period (generally three to four years) based on the grant-date fair value.

Property and Equipment

We carry property and equipment at cost less accumulated depreciation. We compute depreciation using the straight-line method based on the following service lives:


	Years
Structures		10 – 30
Revenue equipment		10 – 20
Technology equipment and software		3 – 7
Other		3 – 10

We charge maintenance and repairs to expense as incurred, and capitalize replacements and improvements when these costs extend the useful life of the asset. We utilize certain terminals and equipment under operating leases. Leasehold improvements are capitalized and amortized over the remaining lease term.

Our investment in technology equipment and software consists primarily of customer service and freight management equipment and related software. We capitalize certain costs associated with developing or obtaining internal-use software. Capitalizable costs include external direct costs of materials and services utilized in developing or obtaining the software, payroll and payroll-related costs for employees directly associated with the project. For the years ended December 31, 2011, 2010 and 2009, we capitalized $3.1 million, $1.8 million, and $1.6 million, respectively, which were primarily payroll and payroll-related costs.

For the years ended December 31, 2011, 2010 and 2009, depreciation expense was $173.8 million, $181.1 million, and $226.6 million, respectively.

During the fourth quarter of 2011 we changed our accounting for tires in our YRC Freight segment. Prior to the change, the cost of original and replacement tires mounted on new and existing equipment was capitalized as a revenue equipment asset and amortized to operating expense based on estimated mileage-based usage. Under the new policy, the cost of replacement tires are expensed at the time those tires are placed into service, as is the case with other repairs and maintenance costs. The cost of tires on newly acquired revenue equipment is capitalized and depreciated over the estimated useful life of the related equipment. We believe that this new policy is preferable under the circumstances because it provides a more precise and less subjective method for recognizing expense related to tires that is consistent with industry practice.

Under ASC Topic 250, "Accounting Changes and Error Corrections," we are required to report a change in accounting policy by retrospectively applying the new policy to all prior periods presented, unless it is impractical to determine the prior-period effect. Accordingly, we have adjusted our previously reported financial information for all periods presented. The effect of this accounting policy change increased net loss by $3.3 million and $3.6 million in 2011 and 2010, respectively, and decreased net loss by $2.5 million in 2009. The accounting policy change also affected our consolidated balance sheets in the periods presented by increasing amounts reported for revenue equipment and reducing the amount of accumulated deficit. The cumulative effect of this change increased the accumulated deficit as of January 1, 2009 by $20.3 million. The table below provides the details of the effect of this accounting policy change:


	2011
(in millions except per share amounts)	Prior to Change			Effect of Change			As Adjusted
Statements of Operations
Operating expenses and supplies	$	1,192.7		$	1.8		$	1,194.5
Depreciation and amortization		194.1			1.6			195.7
(Gains) losses on property disposals, net		(8.1	)		(0.1	)		(8.2	)
Income tax benefit		(7.5	)		—			(7.5	)
Net Loss from Continuing Operations		(351.1	)		(3.3	)		(354.4	)
Net Loss Attributable to Common Shareholders		(406.0	)		(3.3	)		(409.3	)
Statements of Consolidated Cash Flows
Net loss		(351.1	)		(3.3	)		(354.4	)
Depreciation and amortization		194.1			1.6			195.7
Deferred income tax benefit, net		(0.2	)		—			(0.2	)
(Gains) losses on property disposals, net		(8.1	)		(0.1	)		(8.2	)
Other operating assets		(7.1	)		1.9			(5.2	)
Net cash provided by (used in) operating activities		(25.9	)		0.1			(26.0	)
Acquisition of property and equipment		(71.5	)		(0.1	)		(71.6	)
Loss per share
Basic	$	(194.56	)	$	(1.56	)	$	(196.12	)
Diluted	$	(194.56	)	$	(1.56	)	$	(196.12	)

	2010
(in millions except per share amounts)	Prior to Change			Effect of Change			As Adjusted
Statements of Operations
Operating expenses and supplies	$	949.2		$	(3.9	)	$	945.3
Depreciation and amortization		198.5			2.5			201.0
(Gains) losses on property disposals, net		5.6			(1.3	)		4.3
Income tax benefit		(102.5	)		6.3			(96.2	)
Net Loss from Continuing Operations		(301.1	)		(3.6	)		(304.7	)
Net Loss Attributable to Common Shareholders		(322.2	)		(3.6	)		(325.8	)
Statements of Consolidated Cash Flows
Net loss		(324.2	)		(3.6	)		(327.8	)
Depreciation and amortization		203.4			2.5			205.9
Deferred income tax benefit, net		(70.4	)		6.3			(64.1	)
(Gains) losses on property disposals, net		7.0			(1.3	)		5.7
Other operating assets		51.1			(4.3	)		46.8
Net cash provided by (used in) operating activities		1.1			(0.4	)		0.7
Acquisition of property and equipment		(19.6	)		0.4			(19.2	)
Loss per share
Basic	$	(2,441.10	)	$	(27.07	)	$	(2,468.17	)
Diluted	$	(2,441.10	)	$	(27.07	)	$	(2,468.17	)
Consolidated Balance Sheet
Revenue equipment	$	1,488.4		$	1.4		$	1,489.8
Less – accumulated depreciation		(1,687.4	)		(22.8	)		(1,710.2	)
Accumulated deficit		(1,499.5	)		(21.4	)		(1,520.9	)


	2009
(in millions except per share amounts)	Prior to Change			Effect of Change			As Adjusted
Statements of Operations
Operating expense and supplies	$	1,136.6		$	(6.6	)	$	1,130.0
Depreciation and amortization		241.6			4.2			245.8
Income tax benefit		(262.8	)		5.9			(256.9	)
(Gains) losses on property disposals, net		(6.1	)		(6.0	)		(12.1	)
Net Loss from Continuing Operations		(634.3	)		2.5			(631.8	)
Net Loss Attributable to Common Shareholders		(622.0	)		2.5			(619.5	)
Statements of Consolidated Cash Flows
Net loss		(622.0	)		2.5			(619.5	)
Depreciation and amortization		255.2			4.2			259.4
Deferred income tax benefit, net		(201.9	)		5.9			(196.0	)
(Gains) losses on property disposals, net		(5.9	)		(6.0	)		(11.9	)
Other operating assets		28.4			(7.6	)		20.8
Net cash provided by (used in) operating activities		(378.3	)		(1.0	)		(379.3	)
Acquisition of property and equipment		(37.3	)		1.0			(36.3	)
Loss per share
Basic	$	(78,300.55	)	$	320.75		$	(77,979.80	)
Diluted	$	(78,300.55	)	$	320.75		$	(77,979.80	)

Impairment of Long-Lived Assets

If facts and circumstances indicate that the carrying amount of held-and-used identifiable amortizable intangibles and property, plant and equipment may be impaired, we perform an evaluation of recoverability in accordance with FASB ASC Topic 360. Our evaluation compares the estimated future undiscounted cash flows associated with the asset or asset group to its carrying amount to determine if a reduction to the carrying amount is required. The carrying amount of an impaired asset would be reduced to fair value if the estimated undiscounted cash flows are insufficient to recover the carrying value of the asset group.

During the year ended December 31, 2011 we determined a review for impairment of our long-lived asset groups was necessary in connection with an update of our internal business forecasts. Our analysis of estimated future undiscounted cash flows indicated it was not necessary to estimate the fair value of such asset groups at December 31, 2011, with the exception of Jiayu a 65% owned equity investment. The estimated fair value of Jiayu did not exceed its carrying amount and resulted in an impairment charge of $1.3 million on the property, plant and equipment, primarily based on the used revenue equipment market in China (a Level 3 fair value measurement), and $2.7 million on the intangibles. These impairment charges were recorded in depreciation and amortization in the accompanying statements of consolidated operations.

Based on current economic conditions and the results of operations, we determined reviews of impairment for held-and-used long-lived assets were necessary in 2010 and 2009. Our analysis of undiscounted cash flows indicated no impairment charge for held-and-used long-lived assets was required in 2010 and 2009.

We believe that the accounting estimate related to asset impairment is a critical accounting estimate because: (1) it requires our management to make assumptions about future revenues and expenses over the life of the asset, and (2) the impact that recognizing an impairment would have on our financial position, as well as our results of operations, could be material. Management's assumptions about future revenues and expenses require significant judgment because actual revenues have fluctuated in the past and may continue to do so. In estimating future revenues and expenses, we use our internal business forecasts. We develop our forecasts based on recent revenue and expense data for existing services and other industry and economic factors. To the extent that we are unable to achieve forecasted improvements in shipping volumes and pricing initiatives or realize forecasted cost savings, the Company may incur significant impairment losses on property and equipment or intangible assets.

Asset Retirement Obligations

We record estimated liabilities for the cost to return leased property to its original condition at the end of a lease term. Revisions to these liabilities for such costs may occur due to changes in the estimates for real property lease restoration costs, or changes in regulations or agreements affecting these obligations. These obligations could also include removal of underground storage tanks at leased or owned properties. Our accrual also includes amounts for restoration of U.S. federal "Superfund" sites. When we have been identified as a potentially responsible party in a Superfund site, we accrue our share of the estimated remediation costs of the site based on the ratio of the estimated volume of waste contributed to the site by us to the total volume of waste at the site. At December 31, 2011 and 2010, our accrued asset retirement obligations totaled $6.7 million and $7.7 million, respectively. These amounts are included in "Other current and accrued liabilities" in the accompanying consolidated balance sheets.

Assets Held for Sale

When we plan to dispose of property or equipment by sale, the asset is carried in the financial statements at the lower of the carrying amount or estimated fair value, less cost to sell, and is reclassified to assets held for sale. Additionally, after such reclassification, there is no further depreciation taken on the asset. For an asset to be classified as held for sale, management must approve and commit to a formal plan, the sale should be anticipated during the ensuing year and the asset must be actively marketed, be available for immediate sale, and meet certain other specified criteria.

During the fourth quarter of 2011, we made a decision to place certain held for sale surplus properties into a real estate auction. As a result of this decision, we recognized an impairment charge of $9.5 million in the fourth quarter to adjust the carrying value of these properties to be auctioned to their current estimated fair market value.

At December 31, 2011 and 2010, the net book value of assets held for sale was approximately $39.1 million and $71.2 million, respectively. This amount is included in "Property and Equipment" in the accompanying consolidated balance sheets. We recorded charges of $17.9 million, $31.1 million and $25.9 million for the years ended December 31, 2011, 2010 and 2009, respectively, to reduce properties and equipment held for sale to estimated fair value, less cost to sell. These charges for unrealized losses together with realized gains and losses on property disposals are included in "(Gains) losses on property disposals, net" in the accompanying statements of operations.

Fair Value Measurements

We determined fair value measurements used in our consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

•

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

•

Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable a data for substantially the full term of the assets or liabilities.

•

Level 3 – Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The asset's or liability's fair value measurement level with the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs.

The valuation methodologies described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. We believe that our valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumptions to determine the fair value of certain financial statements could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used at December 31, 2011 and 2010.

The following table summarizes the fair value hierarchy of the Company's financial assets and liabilities carried at fair value on a recurring basis as of December 31, 2011:


			Fair Value Measurements at December 31, 2011
	Total Carrying Value at December 31, 2011		Quoted prices in active market (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Restricted amounts held in escrow-current	$	59.7	$	59.7	$	—	$	—
Restricted amounts held in escrow-long term		96.2		96.2		—		—

Total assets at fair value		155.9		155.9		—		—

Restricted amounts held in escrow are invested in money market accounts and are recorded at fair value on quoted market prices. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates their fair value due to the short-term nature of these instruments. See Note 8 to our consolidated financial statements for discussion regarding the fair value of our pension assets and Note 10 to our consolidated financial statements for discussion regarding the fair value of current and long-term debt obligations.

Earnings from Equity Method Investments

We account for our ownership in certain joint ventures under the equity method and accordingly, recognize our share of the respective joint ventures earnings in "Other nonoperating (income) expense" in the accompanying statements of operations.

The following reflects the components of these results for the years ended December 31:


(in millions)	2011			2010			2009
Our share of joint venture (earnings) losses	$	(2.7	)	$	(0.8	)	$	2.0
Additional depreciation and amortization as required by purchase accounting		—			1.1			1.5
Impairment charge (Jiayu)		—			12.3			30.4

Net equity method (earnings) losses	$	(2.7	)	$	12.6		$	33.9

The presentation above only includes Jiayu earnings through March 31, 2010, as this entity's financial information was consolidated as of April 1, 2010 see Note 3 to our consolidated financial statements below for additional details.

Reclassifications

Certain amounts within the prior years have been reclassified to conform with the current year presentation. We separately classified "Gain (loss) on debt extinguishment" from the "Other, net" line on the Statements of Consolidated Operations to make the presentation comparable to 2011. This presentation reflects how management evaluates information in the Statements of Consolidated Operations.

- Definition

The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.

+ References + Details

Investment	12 Months Ended
Investment	Dec. 31, 2011
Investment [Abstract]
Investment	3. Investment Shanghai Jiayu Logistics Co., Ltd. On August 19, 2008, we completed the purchase of a 65% equity interest in Shanghai Jiayu Logistics Co., Ltd. ("Jiayu"), a Shanghai, China ground transportation company with a purchase price of $59.4 million. Through March 31, 2010, we accounted for our 65% ownership in Jiayu as an equity method investment as the rights of the minority shareholder were considered extensive and allowed for their ability to veto many business decisions. These rights were primarily provided as a part of the General Manager role held by the minority shareholder. Effective April 1, 2010, the minority shareholder no longer had a role in the management of the operations of the business which changed the conclusion from an accounting perspective regarding the relationship of this joint venture and accordingly, required that we consolidate Jiayu in our financial statements effective April 1, 2010. In accordance with FASB ASC Topic 805, we completed a fair value analysis of Jiayu as of April 1, 2010, the date of consolidation, and determined the fair value to be less than the carrying value of the equity method investment and as a result, we recorded a $12.3 million impairment charge during the three months ended June 30, 2010. The fair value analysis utilized a discounted cash flow model, an income approach (level three measurement as defined in FASB ASC Topic 820) that includes assumptions as to future revenue, operating income, and cost of capital, among others. Additionally as part of the fair value analysis we recorded a tradename and customer list intangible asset and attributed $1.6 million and $2.0 million, respectively, to these intangibles as of April 1, 2010 and attributed lives of 8.3 years and 5.3 years, respectively. After March 31, 2010, the results of Jiayu are included in the 'Corporate and other' segment. Prior to March 31, 2010, this investment is included in "Other assets" in the accompanying consolidated balance sheets. Included in our consolidated operating loss for the year ended December 31, 2011 is approximately $8.8 million of loss reflective of the operating loss for Jiayu. Additionally, we contributed $3.3 million of cash to Jiayu in order to fund the day to day operations of the business during 2011. During 2011, we also determined that indicators of impairment were present in Jiayu. We performed certain tests and concluded that certain customer relationships had ended and future cash flows did not support the value of the tradename and therefore took a charge of $2.7 million impairment loss on these intangibles. Additionally, we reviewed the impairment of our property and equipment within Jiayu and determined that the carrying amount of these assets exceeded the estimated fair value of Jiayu and took an impairment loss of $1.3 million on these assets. These impairment charges are included in depreciation and amortization in the Statements of Consolidated Operations. Included in our consolidated operating loss for the year ended December 31, 2010 is approximately $5.4 million of loss reflective of the operating loss for Jiayu subsequent to its inclusion in our consolidated results effective April 1, 2010. Additionally, we contributed $6.9 million of cash to Jiayu in order to fund the day to day operations of this business during 2010. Additionally during the year ended December 31, 2009, we determined our investment with respect to Jiayu incurred an other than temporary impairment. This is primarily the result of different assumptions with respect to revenue growth rates from the initial valuation to those assumed in the current economic environment as well as certain liquidity challenges experienced by Jiayu. As a result, we recognized an impairment charge for this equity method investment of $30.4 million the year ended December 31, 2009.

Discontinued Operations - YRC Logistics

12 Months Ended

Dec. 31, 2011

Discontinued Operations - YRC Logistics [Abstract]

Discontinued Operations - YRC Logistics

4. Discontinued Operations – YRC Logistics

In November 2009, we sold our dedicated contract carriage or "fleet" business to Greatwide Dedicated Transport, LLC for $34 million including certain holdback amounts of $1.8 million for indemnification and working capital adjustments which were settled in May 2011 and we received $1.0 million. Fleet was a part of our YRC Logistics segment and had revenues of $73.8 million and $92.2 million and operating income of $7.1 million and $4.8 million for the years ended December 31, 2009 and 2008, respectively. The disposition of this business line did not have a material impact on our financial statements and thus was not originally classified separately as discontinued operations. As a result of this transaction, we recorded a net loss on sale of approximately $0.2 million in 2009.

In June 2010, we entered into an Equity Interest Purchase Agreement (the "Agreement") with CEG Holdings, Inc. (now known as MIQ Holdings, Inc.) ("CEG"), a subsidiary of Austin Ventures, to sell the majority of YRC Logistics for an aggregate of approximately $37.0 million in cash. On August 13, 2010, the Company and CEG, held the initial closing of the transactions contemplated by the Agreement. At the initial closing, CEG paid the Company approximately $33.6 million, which included $31.9 million of the purchase price and approximately $1.6 million for retained insurance claims. Approximately $2.3 million of the purchase price was deposited into an escrow account for subsequent closings of foreign subsidiaries and approximately $2.8 million of the purchase price was deposited into an escrow account (one-half of which was held for 12 months and one-half will be held for 18 months) to satisfy certain indemnification claims by CEG that may arise. We received $1.4 million of this indemnification escrow in November 2011 and the remaining $1.4 million in February 2012. Following the initial closing, a succession of delayed closings and payments occurred to transfer certain foreign subsidiaries to CEG as required regulatory approvals and licensing transfers in foreign jurisdictions were obtained and we received an additional $1.9 million in cash proceeds. Finally, we collected an additional $11.9 million in cash proceeds during the fourth quarter of 2010 related to the final working capital adjustment agreed upon between the Company and CEG. We recorded a $1.4 million gain on disposition upon closing this transaction.

CEG did not acquire the YRC Logistics pooled distribution business line and instead this activity was shut down during the second quarter of 2010. Pooled distribution had revenues of $50.5 million and $92.8 million and incurred operating losses of $10.2 million and $2.7 million for the years ended December 31, 2009 and 2008, respectively. Revenue activity for pooled distribution ceased in June 2010 and the results are included in discontinued operations in the accompanying consolidated financial statements.

Historically, YRC Logistics was reported as a separate segment in our consolidated operations and was comprised of the YRC Logistics business, the pooled distribution business and the fleet business. As of June 30, 2010, as a result of the proposed sale to CEG and the closure of the pooled distribution business line, we had met the criteria requiring us to present the related financial results of YRC Logistics as discontinued operations. Accordingly, the results of operations of our YRC Logistics segment are separately presented as discontinued operations for all periods presented.

Shared services and corporate overhead costs previously allocated to this segment, totaled $7.2 million and $12.0 million for the years ended December 31, 2010 and 2009, respectively, are included in continuing operations in our 'Corporate and other' segment.

The financial results included in discontinued operations for the year ended December 31 are as follows:


(in millions)	2010			2009
Revenue	$	194.2		$	411.8

Operating income (loss)		(14.0	)		6.4

Income (loss) from operations before income tax provision (benefit)		(18.3	)		6.2
Income tax provision (benefit)		4.8			(6.0	)

Net income (loss) from discontinued operations	$	(23.1	)	$	12.2

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 43-48
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6390789&loc=d3e2443-110228

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760

+ Details

Intangibles

12 Months Ended

Dec. 31, 2011

Intangibles [Abstract]

Intangibles

5. Intangibles

Definite Life Intangibles

The components of amortizable intangible assets are as follows at December 31:


			2011				2010
	Weighted Average		Gross Carrying		Accumulated		Gross Carrying		Accumulated
(in millions)	Life (years)		Amount		Amortization		Amount		Amortization
Customer related		12	$	200.2	$	112.6	$	200.1	$	92.2
Marketing related		—		4.1		4.1		4.1		2.6
Technology based		—		24.2		24.2		24.2		24.2

Intangible assets			$	228.5	$	140.9	$	228.4	$	119.0

During the year ended December 31, 2011, we determined indicators of impairment were present in our Jiayu subsidiary. We performed certain tests and concluded that certain customer relationships had ended and future cash flows did not support the value of the tradename. During the year ended December 31, 2009, we determined indicators of impairment, primarily volume reductions in all of our reporting segments, were present. We performed certain tests consisting of discounted cash flow models and determined that the lives assigned to certain customer relationships should be reduced to better align with actual attrition rates. These actions resulted in additional amortization of $8.4 and $5.7 million during the years ended December 31, 2011 and 2010, respectively.

Amortization expense for intangible assets recognized on a straight line basis, including the 2009 and 2011 acceleration, was $21.9 million, $19.9 million and $21.5 million for the years ending December 31, 2011, 2010 and 2009, respectively, including our discontinued operations. Estimated amortization expense for the next five years is as follows:


(in millions)	2012		2013		2014		2015		2016
Estimated amortization expense	$	18.6	$	18.6	$	18.6	$	18.3	$	15.7

Indefinite Life Intangibles

The following table shows the pre-tax changes in the carrying amount of our indefinite lived tradenames attributable to each applicable segment:


(in millions)	YRC Freight			Regional Transportation			Total
Balances at December 31, 2008	$	12.1		$	20.7		$	32.8
Change in foreign currency exchange rates		1.9			—			1.9

Balances at December 31, 2009		14.0			20.7			34.7
Impairment		(3.3	)		(2.0	)		(5.3	)
Change in foreign currency exchange rates		0.7			—			0.7

Balances at December 31, 2010		11.4			18.7			30.1
Change in foreign currency exchange rates		(0.2	)		—			(0.2	)

Balances at December 31, 2011	$	11.2		$	18.7		$	29.9

Total marketing related intangible assets with indefinite lives, primarily tradenames, are not subject to amortization, but are subjected to an impairment test at least annually and as triggering events may occur. The impairment test for tradenames consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of the asset. In making this assessment, we utilized the relief from royalty method, an income approach, which includes assumptions as to future revenue, applicable royalty rate and cost of capital, among others.

During the three months ended March 31, 2010, we determined indicators of impairment were present, primarily due to reduced actual and forecasted revenue, as it relates to our tradenames. Accordingly we performed an impairment test that consisted of a comparison of the fair value of the intangible asset with its carrying amount. We recognized an impairment loss in the amount by which the carrying amount exceeded the fair value of the asset. In making this assessment, we utilized the relief from royalty method, an income approach (level three measurement as defined in FASB ASC Topic 820 that includes assumptions as to future revenue, applicable market-based royalty rate and cost of capital, among others.

These impairment charges net of tax were $3.2 million and $2.0 million for YRC Freight (the Reimer tradename) and Regional Transportation (the New Penn tradename), respectively

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Restructuring

12 Months Ended

Dec. 31, 2011

Restructuring [Abstract]

Restructuring

6. Restructuring

During 2010, we incurred restructuring charges of $10.3 million that consisted of additional severance costs of $8.9 million, including $3.0 million in the YRC Freight segment and $5.1 million at the Corporate and other segment as we reduced headcount in response to lower volumes. We also incurred $9.3 million of contract terminations related to lease cancellations related to certain discontinued operations described in Note 4 to our consolidated financial statements. This is offset by $7.9 million in our YRC Freight segment where we were able to use or sublease locations in excess of our previously recorded estimate.

During 2009, we closed 18 service centers that were previously a part of the Regional Transportation networks. As a part of this action, we incurred restructuring charges of approximately $7.2 million consisting of employee severance costs of $4.2 million and lease cancellations and other incremental costs of $3.0 million. Also during 2009, we integrated our Yellow Transportation and Roadway networks into a single transportation network initially branded "YRC" and subsequently changed to "YRC Freight". We incurred severance costs of $39.5 million, including $26.8 million in the YRC Freight segment and $9.7 million in our Corporate segment as we reduced headcount in response to both the YRC Freight integration and lower volumes. Our YRC Freight segment also recorded an $18.4 million charge consisting of contract and lease cancellations related to the YRC Freight integration.

We reassess the accrual requirements under the above restructuring efforts at the end of each reporting period. Restructuring charges are included in "Salaries, wages and employees' benefits" as it relates to employee separation costs and "Operating expenses and supplies" as it relates to contract terminations and other costs in the accompanying statements of operations. Amounts related to our YRC Logistics segment are included in "Net income (loss) from discontinued operations, net of tax" in the accompanying statements of operations.

A rollforward of the restructuring accrual is set forth below:


(in millions)	Employee Separation			Contract Termination and Other Costs			Total
Balance at December 31, 2008	$	6.2		$	4.6		$	10.8
Restructuring charges		43.6			23.9			67.5
Payments		(43.3	)		(8.9	)		(52.2	)

Balance at December 31, 2009	$	6.5		$	19.6		$	26.1
Restructuring charges		8.9			1.4			10.3
Payments		(12.8	)		(10.1	)		(22.9	)

Balance at December 31, 2010	$	2.6		$	10.9		$	13.5
Payments		(2.6	)		(6.5	)		(9.1	)

Balance at December 31, 2011	$	—		$	4.4		$	4.4

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References + Details

Other Assets

12 Months Ended

Dec. 31, 2011

Other Assets [Abstract]

Other Assets

7. Other Assets

The primary components of other assets at December 31 are as follows:


(in millions)	2011		2010
Equity method investment for JHJ International Transportation Co., Ltd.	$	53.6	$	51.4
Deferred debt costs		14.9		61.9
Other		29.1		21.5

Total	$	97.6	$	134.8

During the year ended December 31, 2011 and 2010, we received dividends in the amount of $2.3 million and $1.9 million, respectively, from our China joint venture, JHJ International Transportation Co., Ltd. ("JHJ"). As of December 31, 2011 and 2010, the excess of our investment over our interest in JHJ's equity is approximately $18.4 million and $17.4 million, respectively.

In 2010, we increased the above carrying amount of the equity method investment in JHJ by $9.8 million with a corresponding reduction to accumulated other comprehensive loss to correct errors in the foreign currency translation for the investment. The errors originated prior to 2010 and were not material to any previously reported periods.

Employee Benefits

12 Months Ended

Dec. 31, 2011

Employee Benefits [Abstract]

Employee Benefits

8. Employee Benefits

Pension and Other Postretirement Benefit Plans

Qualified and Nonqualified Defined Benefit Pension Plans

With the exception of Regional Transportation, YRC Reimer and certain of our other foreign subsidiaries, YRC Worldwide and its operating subsidiaries sponsor qualified and nonqualified defined benefit pension plans for certain employees not covered by collective bargaining agreements (approximately 14,000 current, former and retired employees). Qualified and nonqualified pension benefits are based on years of service and the employees' covered earnings. Employees covered by collective bargaining agreements participate in various multi-employer pension plans to which YRC Worldwide contributes, as discussed below. Regional Transportation does not offer a defined benefit pension plan and instead offers retirement benefits through either contributory 401(k) savings plans or profit sharing plans, as discussed below. The existing YRC Worldwide defined benefit pension plans closed to new participants effective January 1, 2004 and the benefit accrual for active employees was frozen effective July 1, 2008, except with respects to subsequent service related to early retirement benefits, as discussed below. Our actuarial valuation measurement date for our pension plans is December 31.

Funded Status

The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2011 and 2010, and the funded status at December 31, 2011 and 2010, is as follows:


	Pension Benefits
(in millions)	2011			2010
Change in benefit obligation:
Benefit obligation at beginning of year	$	1,077.1		$	983.1
Service cost		3.6			3.6
Interest cost		61.2			60.1
Benefits paid		(57.7	)		(63.7	)
Actuarial loss		91.5			97.9
Expenses paid from assets		(9.5	)		(4.3	)
Other		—			0.4

Benefit obligation at year end	$	1,166.2		$	1,077.1

Change in plan assets:
Fair value of plan assets at prior year end	$	633.7		$	643.5
Actual return on plan assets		130.9			43.8
Employer contributions		30.3			14.0
Benefits paid		(57.7	)		(63.7	)
Expenses paid from assets		(9.5	)		(4.3	)
Other		—			0.4

Fair value of plan assets at year end	$	727.7		$	633.7

Funded status at year end	$	(438.5	)	$	(443.4	)

The underfunded status of the plans of $438.5 million and $443.4 million at December 31, 2011 and 2010, respectively, is recognized in the accompanying consolidated balance sheets as shown in the table below. No plan assets are expected to be returned to the Company during the year ended December 31, 2012.

Benefit Plan Obligations

Amounts recognized in the consolidated balance sheets for pension benefits at December 31 are as follows:


	Pension Benefits
(in millions)	2011		2010
Noncurrent assets	$	1.4	$	1.8
Current liabilities		3.0		0.9
Noncurrent liabilities		436.9		444.3

Amounts recognized in accumulated other comprehensive loss at December 31 consist of:


	Pension Benefits
(in millions)	2011		2010
Net actuarial loss	$	350.3	$	356.3
Prior service cost		—		—

Total	$	350.3	$	356.3

As shown above, included in accumulated other comprehensive loss at December 31, 2011, are unrecognized actuarial losses of $350.3 million ($258.2 million, net of tax). The actuarial loss included in accumulated other comprehensive income and expected to be recognized in net periodic cost during the year ended December 31, 2012, is $11.2 million.

The total accumulated benefit obligation for all plans was $1,165.3 million and $1,076.1 million at December 31, 2011 and 2010, respectively.

Information for pension plans with an accumulated benefit obligation ("ABO") in excess of plan assets at December 31:


	2011						2010
(in millions)	ABO Exceeds Assets		Assets Exceed ABO		Total		ABO Exceeds Assets		Assets Exceed ABO		Total
Projected benefit obligation	$	1,160.8	$	5.4	$	1,166.2	$	1,071.5	$	5.6	$	1,077.1
Accumulated benefit obligation		1,160.8		4.5		1,165.3		1,071.5		4.6		1,076.1
Fair value of plan assets		720.9		6.8		727.7		626.3		7.4		633.7

Assumptions

Weighted average actuarial assumptions used to determine benefit obligations at December 31:


	Pension Benefits
	2011			2010
Discount rate		5.23	%		5.79	%

Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:


	Pension Benefits
	2011			2010			2009
Discount rate		5.79	%		6.15	%		6.52	%
Expected rate of return on assets		7.00	%		8.25	%		8.50	%
Mortality table		RP-2000 Projected to 2011			RP-2000			RP-2000

The discount rate refers to the interest rate used to discount the estimated future benefit payments to their present value, also referred to as the benefit obligation. The discount rate allows us to estimate what it would cost to settle the pension obligations as of the measurement date, December 31, and is used as the interest rate factor in the following year's pension cost. We determine the discount rate by selecting a portfolio of high quality noncallable bonds such that the coupons and maturities exceed our expected benefit payments.

In determining the expected rate of return on assets, we consider our historical experience in the plans' investment portfolio, historical market data and long-term historical relationships as well as a review of other objective indices including current market factors such as inflation and interest rates. Although plan investments are subject to short-term market volatility, we believe they are well diversified and closely managed. Our asset allocation as of December 31, 2011, consisted of 25% equities, 50% in debt securities, 22% in absolute return investments, and 3% in interest bearing accounts and as of December 31, 2010 consisted of 23% equities, 48% in debt securities, 26% in absolute return investments, and 3% in interest bearing accounts. The 2011 allocations are consistent with the targeted long-term asset allocation for the plans which is 25% for equities, 48% for debt securities and 27% for absolute return investments. Based on various market factors, we selected an expected rate of return on assets of 7.0% effective for the 2011 valuation. We will continue to review our expected long-term rate of return on an annual basis and revise appropriately. The pension trust holds no YRC Worldwide securities.

Future Contributions and Benefit Payments

We expect to contribute approximately $79.7 million to our single employer pension plans in 2012.

The Pension Relief Act of 2010 allowed eligible plan sponsors to extend its amortization period for pension losses. Effective January 2011, we formally elected the "2 plus 7" amortization schedule for the 2009 and 2010 plan years. Based on this election, we intend to make the required minimum contributions to the plans.

Expected benefit payments for each of the next five years ended December 31 are as follows:


(in millions)	2012		2013		2014		2015		2016		2017-2021
Expected benefit payments	$	67.1	$	65.3	$	65.1	$	67.1	$	68.6	$	364.5

Pension and Other Postretirement Costs

The components of our net periodic pension cost, other postretirement costs and other amounts recognized in other comprehensive loss for the years ended December 31, 2011, 2010 and 2009 were as follows:


	Pension Costs
(in millions)	2011			2010			2009
Net periodic benefit cost:
Service cost	$	3.6		$	3.6		$	3.3
Interest cost		61.2			60.1			61.1
Expected return on plan assets		(43.0	)		(52.4	)		(56.0	)
Amortization of prior service cost		—			—			—
Amortization of net loss		9.6			6.2			3.9
Curtailment and settlement loss, net		—			1.3			1.3

Net periodic pension cost	$	31.4		$	18.8		$	13.6
Other changes in plan assets and benefit obligations recognized in other comprehensive loss:
Net actuarial loss (gain) and other adjustments	$	(6.0	)	$	100.4		$	(29.3	)
Curtailment and settlement (income) loss		—			(1.3	)		(1.3	)

Total recognized in other comprehensive loss (income)		(6.0	)		99.1			(30.6	)

Total recognized in net periodic benefit cost and other comprehensive loss	$	25.4		$	117.9		$	(17.0	)

During the years ended December 31, 2010 and 2009, the income tax provision related to amounts in other comprehensive income (net loss in 2010 and a net gain in 2009 and prior service cost) was $2.5 million and $11.8 million, respectively. There was no corresponding amount in 2011.

Fair Value Measurement

Our pension assets are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The majority of our assets are invested in Level 2 assets of fixed income funds and absolute return investments. These funds are valued at quoted redemption values that represent the net asset values of units held at year-end which we have determined approximates fair value. This process of using the net asset value (NAV) to approximate fair value is permitted under ASU 2009-12, "Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent)" which we adopted as of December 31, 2009.

Investments in private equities and absolute return funds do not have readily available market values. These estimated fair values may differ significantly from the values that would have been used had a ready market for these investments existed, and such differences could be material. Investments in hedge funds that do not have an established market are valued at net asset values as determined by the investment managers, which we have determined approximates fair value.

The table below details by level, within the fair value hierarchy, the pension assets at fair value as of December 31, 2011:


	Pension Assets at Fair Value as of December 31, 2011
(in millions)	Level 1		Level 2		Level 3		Total
Equities	$	66.5	$	85.9	$	—	$	152.4
Private equities		—		—		29.0		29.0
Fixed income:
Corporate		9.9		74.5		14.6		99.0
Government		115.8		148.0		—		263.8
Absolute return		0.3		153.0		—		153.3
Interest bearing		23.6		—		—		23.6

Total investments		216.1		461.4		43.6		721.1

Other assets (liabilities)								6.6

Total plan assets	$	216.1	$	461.4	$	43.6	$	727.7

The table below details by level, within the fair value hierarchy, the pension assets at fair value as of December 31, 2010:


	Pension Assets at Fair Value as of December 31, 2010
(in millions)	Level 1		Level 2		Level 3		Total
Equities	$	65.0	$	64.1	$	—	$	129.1
Private equities		—		—		11.0		11.0
Fixed income:
Corporate		36.9		38.5		18.2		93.6
Government		92.4		112.4		—		204.8
Absolute return		1.3		134.1		22.5		157.9
Interest bearing		20.5		—		—		20.5

Total investments		216.1		349.1		51.7		616.9

Other assets (liabilities)								16.8

Total plan assets	$	216.1	$	349.1	$	51.7	$	633.7

The table below presents the activity of our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


(in millions)	Private Equities		Fixed income			Absolute return			Total Level 3
Balance at December 31, 2009	$	—	$	—		$	41.1		$	41.1
Purchases and settlements, net		9.8		17.0			(19.5	)		7.3
Unrealized gain		1.2		1.2			0.9			3.3

Balance at December 31, 2010	$	11.0	$	18.2		$	22.5		$	51.7
Purchases and settlements, net		17.2		(4.2	)		(21.6	)		(8.6	)
Unrealized gain (loss)		0.8		0.6			(0.9	)		0.5

Balance at December 31, 2011	$	29.0	$	14.6		$	—		$	43.6

The following table sets forth a summary of the Level 3 assets for which the fair value is not readily determinable but a reported NAV is used to estimate the fair value as of December 31, 2011:


	Fair value estimated using Net Asset Value per Share
(in millions)	Fair Value		Unfunded Commitments		Redemption Frequency	Redemption Notice Period
Private equities ^(a)	$	29.0	$	18.3	Redemptions not permitted
Fixed income^(b)		14.6		18.6	Redemptions not permitted

Total	$	43.6

(a)	The private equities consist of four private equity funds investing in renewable solar energy, acquisition of pharmaceutical company interest and Chinese technology and healthcare companies.

(b)	The fixed income funds consist of funds which invest in debt securities by royalty payments from top-tier marketers of pharmaceutical products.

The following table sets forth a summary of the Level 3 assets for which the fair value is not readily determinable but a reported NAV is used to estimate the fair value as of December 31, 2010:

Fair value estimated using Net Asset Value per Share

(in millions)

Fair Value

Unfunded
Commitments

Redemption
Frequency

Redemption
Notice Period

Private equities ^(a)

11.0

25.5

Redemptions not permitted

Fixed income^(b)

18.2

None

Redemptions not permitted

Absolute return ^(c)

22.5

None

Quarterly

65 days

Total

51.7

(a)	The private equities consist of four private equity funds investing in renewable solar energy, acquisition of pharmaceutical company interest and Chinese technology and healthcare companies.

(b)	The fixed income funds consist of funds which invest in debt securities by royalty payments from top-tier marketers of pharmaceutical products.

(c)	The absolute return funds consist of global diversified fund-of-funds. Their investment strategies are designed to provide market neutrality.

The assets presented above in the December 31, 2011 and 2010 fair value hierarchy tables classified as Level 1 and Level 2, which fair value is estimated using NAV per share have redemption frequencies ranging from daily to annually, have redemption notice periods from approximately 1 day to 90 days, and have no unfunded commitments. These assets consist of equity, fixed income, and absolute return funds. Generally, the investment strategies of the fixed income and equity funds is based on fundamental and quantitative analysis and consists of long and hedged strategies. The general strategy of the absolute return funds consists of alternative investment techniques, including derivative instruments and other unconventional assets, to achieve a stated return rate.

Executive Supplemental Retirement Benefits

We maintain individual benefit arrangements for a limited number of current and former senior executives that are accounted for in accordance with FASB ASC Topic 710. The unfunded obligation is actuarially determined using a discount rate of 8.25%, a lump sum rate based on the Moody's bond rate and the RP-2000 mortality table projected to 2011. At December 31, 2011 and 2010, we have accrued $13.2 million and $13.0 million, respectively, for these benefits, of which we paid out $10.6 million in January 2012. The short-term portion of $10.6 million is classified in "Wages, vacations and employees' benefits," and the long-term portion of $2.6 million is classified in "Pension and postretirement liabilities" in the accompanying balance sheets. The related expense for these arrangements was $0.2 million, $2.3 million and $1.1 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Multi-Employer Pension Plans

YRC Freight, New Penn, Holland and Reddaway contribute to various separate multi-employer health, welfare and pension plans for employees that are covered by our collective bargaining agreements (approximately 76% of total YRC Worldwide employees). The collective bargaining agreements determine the amounts of these contributions. The 65 health and welfare plans provide medical related benefits to active employees and retirees. The 36 pension plans provide defined benefits to retired participants. We recognize as net pension cost within 'salaries, wages and employee benefits' the contractually required contributions for the period and recognize as a liability any contributions due and unpaid. We do not directly manage multi-employer plans. The trusts covering these plans are generally managed by trustees, half of whom the unions appoint and half of whom various contributing employers appoint.

We expensed the following amounts related to these plans for the years ended December 31:


(in millions)	2011		2010		2009
Health and welfare	$	378.2	$	345.9	$	407.2
Pension		48.7		3.3		267.1

Total	$	426.9	$	349.2	$	674.3

Pension

Through the third quarter of 2009, we deferred payment of certain of our contributions to multi-employer pension funds. These deferred payments have been recognized as an operating expense and the liability was recorded as deferred contribution obligations. Beginning in the third quarter of 2009 through May 2011, most of our collective bargaining agreements provided for a temporary cessation of pension contributions so no expense or liability was required to be recognized for that period. In accordance with modifications to our collective bargaining agreements, we agreed to resume making pension contributions effective June 1, 2011 at 25% of the contribution rate in effect as of July 1, 2009.

The following table provides additional information related to our participation in individually significant multiemployer pension plans for the year ended December 31, 2011.

Pension Protection Zone
Status ^(b)

Funding
Improvement
or

Rehabilitation

Employer
Surcharge

Expiration
Date of
Collective-
Bargaining

Pension Fund ^(a)

EIN Number

2011

2010

Plan

Imposed

Agreement

Central States, Southwest and Southwest Areas Pension Fund

36-6044243

Red

Yes

3/31/2015

Teamsters National 401K Savings Plan ^(c)

52-1967784

Not
applicable

3/31/2015

I.B. of T. Union Local No 710 Pension Fund

36-2377656

Yellow

Yes

3/31/2015

Central Pennsylvania Teamsters Defined Benefit Plan

23-6262789

Green

Yellow

3/31/2015

Road Carriers Local 707 Pension Fund

51-6106510

Red

Yes

3/31/2015

(a)	The determination of individually significant multiemployer plans is based on the relative contributions to the plans over the periods presented as well as other factors.

(b)

The zone status is based on information that the Company obtained from the plans' Forms 5500. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available for 2011 and 2010 is for the plan's year-end during calendar years 2010 and 2009, respectively. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded.

(c)

The policies of the Western Conference of Teamsters Pension Trust precluded the Company from reentering the plan on June 1, 2011. The failure to reenter did not constitute a withdrawal subject to certain conditions. Contributions related to the employees previously covered by this plan are now being made to the Teamsters National 401(k) Plan.

YRC Worldwide was listed in the plans' Forms 5500 as providing more than 5 percent of the total contributions for the following individually significant plans and plan years:


Pension Fund		Year Contributions to Plan Exceeded More Than 5 Percent of Total Contributions (as of December 31 of Plan's Year-End)
Central States, Southeast and Southwest Areas Pension Plan		2009
Central Pennsylvania Teamsters Defined Benefit Plan		2009
Road Carriers Local 707 Pension Fund		2010, 2009

The following table provides the pension amounts contributed by fund for the years ended December 31, 2011, 2010 and 2009 for those funds that are considered to be individually significant:


(in millions)	2011		2010		2009
Individually Significant Funds
Central States, Southeast and Southwest Areas Pension Plan	$	27.6	$	—	$	116.8
Teamsters National 401K Savings Plan		5.8		—		—
I.B. of T. Union Local No 710 Pension Fund		2.2		—		14.8
Central Pennsylvania Teamsters Defined Benefit Plan		2.3		—		13.0
Road Carriers Local 707 Pension Fund		1.2		—		6.5

The comparability of annual contributions for 2009 through 2011 is impacted by the temporary cessation of contributions for the period from the third quarter of 2009 through May 2011 and the reduction in the Company's workforce.

In 2006, the Pension Protection Act became law and modified both the Internal Revenue Code (as amended, the "Code") as it applies to multi-employer pension plans and the Employment Retirement Income Security Act of 1974 (as amended, "ERISA"). The Code and ERISA (in each case, as so modified) and related regulations establish minimum funding requirements for multi-employer pension plans.

If any of our multi-employer pension plans fails to:

•

meet minimum funding requirements;

•

meet a required funding improvement or rehabilitation plan that the Pension Protection Act may require for certain of our underfunded plans;

•

obtain from the IRS certain changes to or a waiver of the requirements in how the applicable plan calculates its funding levels; or

•

reduce pension benefits to a level where the requirements are met,

then we could be required to make additional contributions to the pension plan. If any of our multi-employer pension plans enters critical status and our contributions are not sufficient to satisfy any rehabilitation plan schedule, the Pension Protection Act could require us to make additional surcharge contributions to the multi-employer pension plan in the amount of five to ten percent of the existing contributions required by our labor agreement for the remaining term of the labor agreement.

If we fail to make our required contributions to a multi-employer plan under a funding improvement or rehabilitation plan or if the benchmarks that an applicable funding improvement plan provides are not met by the end of a prescribed period, the IRS could impose an excise tax on us with respect to the plan. Such an excise tax would then be assessed to the plan's contributing employers, including the Company. These excise taxes are not contributed to the deficient funds, but rather are deposited in the United States general treasury funds. The Company does not believe that the temporary cessation of certain of its contributions to applicable multi-employer pension funds beginning in the third quarter of 2009 and continuing through May 2011 will give rise to these excise taxes as the underlying employer contributions were not required for that period.

A requirement to materially increase contributions beyond our contractually agreed rate or the imposition of an excise tax on us could have a material adverse impact on the financial results and liquidity of YRC Worldwide.

As discussed above, the accrual of pension benefits for our employees and in turn our contribution obligation temporarily ceased in third quarter of 2009 in accordance with the terms of our modified collective bargaining agreements. This temporary cessation expired May 31, 2011 at which point our contributions resumed at a rate of 25% of the contribution rate effective as of July 1, 2009.

401(k) Savings Plans

We sponsor the YRC Worldwide Inc. 401(k) Plan, which is a defined contribution plan primarily for employees that our collective bargaining agreements do not cover. The plan permits participants to make contributions to the plan and permits the employer of participants to make contributions on behalf of the participants. There were no employer contributions in 2011, 2010 or 2009.

Our employees covered under collective bargaining agreements may also participate in union-sponsored 401(k) plans.

Performance Incentive Awards

YRC Worldwide and its operating subsidiaries each provide annual performance incentive awards and more frequent sales incentive awards to certain non-union employees, which are based primarily on actual operating results achieved compared to targeted operating results or sales targets and are paid in cash. Operating income in 2011, 2010, and 2009 included sales incentive expense for non-union employees of $13.9 million, $14.6 million, and $8.0 million, respectively. We generally pay sales performance incentive awards on a monthly basis.

Other

We provide a performance based incentive plan to key management personnel that provides the opportunity annually to earn cash and equity awards to further compensate certain levels of management and our Board of Directors. The equity awards are more fully described in Note 11 to our consolidated financial statements. During the years ended December 31, 2011, 2010 and 2009, compensation expense related to these awards was $0.6 million, $6.0 million and $9.2 million, respectively.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph q
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 87
-Paragraph 264
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
-Paragraph 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS106-2
-Paragraph 20, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

+ Details

Liquidity

12 Months Ended

Dec. 31, 2011

Liquidity [Abstract]

Liquidity

9. Liquidity

The Restructuring

On July 22, 2011, we completed our financial restructuring in order to improve our liquidity position in light of our recent results from operations. The restructuring included the following transactions (collectively referred to herein as the "restructuring"):

•

an exchange offer, whereby we issued to our lenders under our then-existing credit agreement an aggregate of approximately 3.7 million shares of our new Series B Convertible Preferred Stock, which were converted into 4.6 million shares of common stock on a post split basis, and $140.0 million in aggregate principal amount of our new 10% Series A Convertible Senior Secured Notes due 2015 with payment in-kind interest (the "Series A Notes"), in exchange for a $305.0 million reduction of our credit agreement obligations;

•

the issuance and sale for cash to such lenders of $100.0 million in aggregate principal amount of our new 10% Series B Convertible Senior Secured Notes due 2015 with payment in-kind interest(the "Series B Notes");

•

the execution of an amended and restated credit agreement, new asset-based loan facility and an amended and restated contribution deferral agreement with certain multiemployer pension funds, each as further described below;

•

the issuance of approximately 1.3 million shares of our Series B Preferred Stock to the Teamster-National 401(k) Savings Plan for the benefit of the Company's International Brotherhood of Teamsters ("IBT") employees, which were converted into approximately 1.6 million shares of common stock on a post split basis;

•

the issuance of one share of our new Series A Voting Preferred Stock to the IBT to confer certain board representation rights;

•

the repayment in full and termination of our then-outstanding asset-backed securitization facility (the "ABS facility") and collateralizing our outstanding letters of credit with cash; and

•

the Teamsters National Freight Industry Negotiating Committee ("TNFINC") of the IBT waived its right to terminate, and agreed not to further modify, the Agreement for the Restructuring of the YRC Worldwide Inc. Operating Companies, dated as of September 24, 2010 (as amended, the "2010 MOU") such that the collective bargaining agreement will be fully binding until its specified term of March 31, 2015.

The table below summarizes the cash flow activity as it related to the restructuring as of July 22, 2011:


(in millions)
Sources of Funds			Uses of Funds
Issuance of Series B Notes	$	100.0	Retirement of ABS facility borrowings	$	164.2
Borrowings on the ABL facility		255.0	Restricted amounts held in escrow – Standby Letter of Credit Agreement		64.7
Additional borrowings under the revolving credit facility		18.5	Fees, expenses and original issue discount of restructuring		57.0
Company cash		2.4	Restricted amounts held in escrow – ABL facility		90.0

Total sources of funds	$	375.9	Total uses of funds	$	375.9

Following the restructuring, we amended and restated our certificate of incorporation on September 16, 2011 such that, among other things, all of our outstanding Series B Preferred Stock issued in the restructuring automatically converted into shares of our common stock and effected a one-for 300 reverse stock split on December 1, 2011.

Credit Facilities

We currently have two primary credit facilities that we utilize to support our liquidity needs: the amended and restated credit agreement and an asset-backed lending facility. We have set forth a brief description of each of these facilities below. For ease of reference, we sometimes collectively refer to these agreements herein as our "credit facilities."

Amended and Restated Credit Agreement

— Overview: Our amended and restated credit agreement provides for a term loan in an aggregate principal amount of $307.4 million and a letter of credit facility of up to $437.0 million. No amounts under the term loan, once repaid, may be reborrowed. New letters of credit may be issued in substitution or replacement of the rollover letters of credit for the same or a substantially similar purpose substantially concurrently with (and in any event within twenty days of) such substitution or replacement. As of December 31, 2011, there was an aggregate of $303.1 million drawn under the term loan and $437.0 million of outstanding letters of credit. Certain material provisions of the amended and restated credit agreement are summarized below:

— Maturity and Amortization: The term loan and, subject to the ability to replace or substitute letters of credit, the letters of credit, will mature on March 31, 2015. The term loan will not amortize.

— Interest and Fees: The term loan, at our option, bears interest at either (x) 5.50% in excess of the alternate base rate (i.e., the greater of the prime rate and the federal funds effective rate in effect on such day plus 1/2 of 1%) in effect from time to time, or (y) 6.50% in excess of the London interbank offer rate (adjusted for maximum reserves). The London interbank offer rate will be subject to a floor of 3.50% and the alternate base rate will subject to a floor of the then-applicable London interbank offer rate plus 1.0%. The stated interest rate applicable on December 31, 2011 was 10%.

Issued but undrawn letters of credit are subject to a participation fee equal to 7.50% of the average daily amount of letter of credit exposure. Any commitment available to be used to issue letters of credit will be subject to a commitment fee of 7.50% of the average daily unused commitment. Letters of credit will be subject to a 1% fronting fee or as mutually agreed between the Company and the applicable issuing bank.

— Guarantors: All our obligations under the credit agreement are unconditionally guaranteed by our U.S. subsidiaries (other than the ABL Borrower (as defined below) or (for one year and two days following the closing) the existing special purpose subsidiary that was a borrower under our ABS facility) (collectively, the "Guarantors").

— Collateral: The collateral securing the obligations under the credit agreement and guarantees entered into pursuant thereto includes, subject to certain customary exceptions, all shares of capital stock of (or other ownership equity interests in) and intercompany debt owned by the Company and each present and future Guarantor and substantially all present and future property and assets of the Company or each Guarantor, except to the extent a security interest would result in a breach, termination or default by the terms of the collateral being granted.

The liens on the collateral securing the obligations under the credit agreement and guarantees entered into pursuant thereto are junior to the liens securing the obligations under the Contribution Deferral Agreement solely with respect to certain parcels of owned real property on which the pension funds have a senior lien and certain other customary permitted liens.

— Mandatory Prepayments: The credit agreement includes the following mandatory prepayments (none of which shall be subject to a reinvestment right except as set forth below):

•

75% of the net cash proceeds from certain asset sales (but, in any event, excluding casualty and condemnation events and certain other customary exceptions), except that no prepayment is required with respect to up to $10 million of net cash proceeds from non real estate asset sales in any fiscal year to the extent reinvested in assets useful to the business;

•

50% of Excess Cash Flow as defined in the credit agreement swept on an annual basis;

•

50% of net cash proceeds from equity issuances (subject to certain exceptions, including equity issuances to finance capital expenditures); and

•

100% of cash proceeds from debt issuances that are not permitted by the credit agreement.

— Covenants: The credit agreement requires us and our subsidiaries to comply with customary affirmative, negative and financial covenants. The financial covenants include maintenance of a maximum total leverage ratio, minimum interest coverage ratio, minimum adjusted EBITDA and maximum capital expenditures (each as defined in the credit agreement) as defined below and minimum available cash, which includes unrestricted cash in which the administrative agent has a perfected first priority lien and the available commitment under the ABL facility (as defined below), of $50,000,000 at all times (subject to a cure period). On February 27, 2012, the Company entered into an amendment to the credit agreement to waive the requirement that the Company provide audited financial statements without a going concern or similar qualification with respect to the fiscal year ended December 31, 2011.

Four Consecutive Fiscal Quarters Ending

Maximum
Total Ratio

Minimum Interest
Coverage Ratio

Minimum
Consolidated
Adjusted EBITDA
(in millions)

December 31, 2011

N/A

125

March 31, 2012

9.00 to 1.00

1.00 to 1.00

160

June 30, 2012

9.30 to 1.00

1.10 to 1.00

160

September 30, 2012

7.00 to 1.00

1.40 to 1.00

210

December 31, 2012

5.90 to 1.00

1.70 to 1.00

250

March 31, 2013

5.30 to 1.00

1.80 to 1.00

275

June 30, 2013

4.60 to 1.00

2.20 to 1.00

325

September 30, 2013

4.00 to 1.00

2.50 to 1.00

370

December 31, 2013

3.60 to 1.00

2.80 to 1.00

415

March 31, 2014

3.30 to 1.00

3.00 to 1.00

450

June 30, 2014

3.20 to 1.00

475

September 30, 2014

3.00 to 1.00

3.30 to 1.00

495

December 31, 2014

3.10 to 1.00

3.30 to 1.00

495

The maximum capital expenditures covenant is subject to a 50% carry-forward of unused amounts to the immediately succeeding fiscal year and use of the available basket amount:


Period	Maximum Capital Expenditures (in millions)
For the four consecutive fiscal quarters ending December 31, 2012	$	200
For the four consecutive fiscal quarters ending December 31, 2013	$	250
For the four consecutive fiscal quarters ending December 31, 2014	$	355
For the fiscal quarter ending March 31, 2015	$	90

As of December 31, 2011, the Company was in compliance with its financial covenants.

ABL Facility

— Overview : Our ABL facility provides for a $225.0 million ABL last-out term loan facility (the "Term B facility") and a $175.0 million ABL first-out term loan facility (the "Term A facility"). For ease of reference, we collectively refer to these term loan facilities as our "ABL facility". The ABL facility terminates on September 30, 2014 (the "Termination Date"). Pursuant to the terms of the ABL facility, YRC Freight, Holland and Reddaway (each, one of our subsidiaries and each, an "Originator") will each sell, on an ongoing basis, all accounts receivable originated by that Originator to YRCW Receivables LLC, a bankruptcy remote, wholly owned subsidiary of the Company, which we refer to herein as the "ABL Borrower."

— Availability: The aggregate amount available under the ABL facility is subject to a borrowing base equal to 85% of Net Eligible Receivables, plus 100% of the portion of the ABL facility that has been cash collateralized, minus reserves established by the Agent in its permitted discretion. "Net Eligible Receivables" means, as of any day, the outstanding balance of eligible receivables, and reduced by specified concentration limits and unapplied cash. As of December 31, 2011, there was an aggregate of $224.4 million drawn under the Term B facility and $60.0 million under the Term A facility. Subject to certain limitations, including compliance with the borrowing base, the ABL Borrower is entitled to request additional borrowings under the Term A facility in an aggregate amount not to exceed $175.0 million prior to the Termination Date. On February 27, 2012, the Company entered into an amendment to the ABL facility to clarify the calculation of the required reserves under the ABL facility.

— Interest and Fees: Interest on outstanding borrowings is payable at a rate per annum equal to the reserve adjusted LIBOR rate (which is the greater of the adjusted LIBOR rate and 1.50%) or the "ABR Rate" (which is the greatest of the applicable prime rate, the federal funds rate plus 0.5%, and the LIBOR rate plus 1.0%) plus an applicable margin, which, for loans under the Term A facility are equal to 7.00% for LIBOR rate advances and 6.00% for ABR Rate advances, and for loans under the Term B facility are equal to 9.75% for LIBOR rate advances and 8.75% for ABR Rate advances. The stated interest rates applicable on December 31, 2011 were 8.5% for loans under Term A facility and 11.25% for loans under the Term B facility. We are required to pay a commitment fee equal to 7.00% per annum on the average daily unused portion of the commitment in respect of the Term A facility.

— Collateral: The ABL facility is secured by a perfected first priority security interest in and lien (subject to permitted liens) upon all accounts receivable (and the related rights) of the ABL Borrower, together with deposit accounts into which the proceeds from such accounts receivable are remitted (collectively, the "ABL Collateral").

Pursuant to the terms of the ABL facility, we were required to deposit an aggregate amount equal to $90.0 million into escrow accounts to secure our obligations under the ABL facility, which we expect such amount to remain in escrow for the term of the ABL facility; this amount is included in "Restricted amounts held in escrow", a non-current asset on the Consolidated Balance Sheet.

Pursuant to the terms of a standstill agreement, certain trucks, other vehicles, rolling stock, terminals, depots or other storage facilities, in each case, whether leased or owned, are subject to a standstill period in favor of the collateral agent, the administrative agent and the other secured parties under the ABL facility for a period of 10 business days (absent any exigent circumstances arising as a result of fraud, theft, concealment, destruction, waste or abscondment) with respect to the exercise of rights and remedies by the secured parties with respect to those assets under our other material debt agreements.

— Mandatory Prepayments : The ABL facility is subject to payment on the following terms:

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loans under the ABL facility are subject to mandatory prepayment in connection with a borrowing base shortfall or loans in excess of the applicable commitment; any mandatory prepayments will be applied to cash collateralize the loans under the ABL facility; provided that any such cash collateral shall be released to the extent any such shortfall is reduced or eliminated;

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borrowings under the Term B facility are payable in equal quarterly amounts equal to 1% per annum, with the remaining balance payable on the Termination Date;

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subject to specified exceptions, loans under the Term B facility may be voluntarily prepaid only upon the termination of commitments under the Term A facility and payment in full of all loans thereunder; and

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loans under the Term A facility and the commitments in respect thereof (i) may not be prepaid and or terminated on or prior to the first anniversary of the closing date and (ii) are subject to a 1% prepayment premium after the first anniversary but on or prior to the second anniversary of the closing date.

— Covenants: The ABL facility contains certain affirmative and negative covenants and "Termination Events," including, without limitation, specified minimum consolidated adjusted EBITDA, unrestricted cash and capital expenditure trigger events (that are consistent with the credit agreement), and certain provisions regarding borrowing base reporting and delivery of financial statements. On February 27, 2012, the Company entered into an amendment to the ABL facility to, among other things, waive the requirement that the Company provide audited financial statements without a going concern or similar qualification with respect to the fiscal year ended December 31, 2011.

Other Financing Arrangements

We are currently party to a number of other financing arrangements, most of which we entered into in connection with the restructuring. Each of our material financing arrangements is briefly summarized below.

Amended and Restated Contribution Deferral Agreement

— Overview: Certain of our subsidiaries are parties to the amended and restated of the contribution deferral agreement (the "A&R CDA") with certain multiemployer pension funds named therein (collectively, the "Funds") pursuant to which we are permitted to continue to defer pension payments and deferred interest owed to such Funds as of July 22, 2011 (each, "Deferred Pension Payments" and "Deferred Interest"). The A&R CDA is scheduled to mature on March 31, 2015, and there is no mandatory amortization prior to that time. The Deferred Pension Payments and Deferred Interest bears interest at a rate, with respect to each Fund, per annum as set forth in its trust documentation as of February 28, 2011. The interest rates applicable as of December 31, 2011 range from 3.0% to 18.0%.

— Application of Certain Payments: Pursuant to the terms of the collective bargaining agreement with the IBT, the Company's subsidiaries began making contributions to the Funds for the month beginning June 1, 2011 at the rate of 25% of the contribution rate in effect on July 1, 2009. However, legislative changes to current law or other satisfactory action or arrangements are required to enable certain of the Funds (based on their funded status) to accept contributions at a reduced rate.

In accordance with the re-entry arrangements between each Fund and the primary obligors, a Fund may require the primary obligors to make payments of obligations owed to such Fund under the A&R CDA in lieu of payments required pursuant to the collective bargaining agreement with the IBT or make payments into an escrow arrangement, in each case in an amount equal to such Fund's current monthly contribution amount.

— Collateral: The Funds maintain their first lien on existing first priority collateral. The Funds allow the secured parties under the Series A Indenture and Series B Indenture (as each are defined below) a second lien behind the secured parties to the credit agreement on certain properties and the Funds have a third lien on such collateral.

— Most Favored Nations: If any of the obligors enter into an amendment, modification, supplementation or alteration of the credit agreement after July 22, 2011 that imposes any mandatory prepayment, cash collateralization, additional interest or fee or any other incremental payment to the lenders thereunder not required as of July 22, 2011, the primary obligors are required to pay the Funds 50% of a proportionate additional payment in respect of the Deferred Pension Payments and Deferred Interest, with certain exceptions.

— Guarantors: The A&R CDA is guaranteed by USF Glen Moore Inc. and Transcontinental Lease, S. de R.L. de C.V.

Standby Letter of Credit Agreement

On July 22, 2011, we entered into a Standby Letter of Credit Agreement with Wells Fargo, National Association ("Wells Fargo") pursuant to which Wells Fargo issued one replacement letter of credit and permitted an existing letter of credit to remain outstanding and we pledged certain deposit accounts and securities accounts (collectively, the "Pledged Accounts") to Wells Fargo to secure its obligations in respect of the letters of credit. We are required to maintain an amount equal to at least 101% of the face amount of the letters of credit in the Pledged Accounts. As of December 31, 2011, the Pledge Accounts were equal to $59.7 million and are included in "Restricted amounts held in escrow", as current assets on the Consolidated Balance Sheet. We are required to pay (quarterly in arrears) a fee equal to 1.0% per annum on the average daily amount available to be drawn under each letter of credit during such quarter and expenses in connection with the issuance and maintenance of the letters of credit. The total amount of letters of credit outstanding under the Standby LC Agreement was $59.7 million as of December 31, 2011.

Series A Notes and Series B Notes

On July 22, 2011, we issued $140.0 million in aggregate principal amount of the Series A Notes and $100.0 million in aggregate principal amount of the Series B Notes.

Series A Notes

The Series A Notes bear interest at a stated rate of 10% per year and mature on March 31, 2015. Interest is payable on a semiannual basis in arrears only in-kind through the issuance of additional Series A Notes. As of December 31, 2011, there was $146.3 million in aggregate principal amount of Series A Notes outstanding, after giving effect to the payment in-kind of interest on the Series A Notes.

The Series A Notes are convertible into our common stock beginning July 22, 2013. After such time, subject to certain limitations on conversion and issuance of shares, holders may convert any outstanding Series A Notes into shares of our common stock at the conversion price per share of approximately $34.02 and a conversion rate of 29.4067 common shares per $1,000 of the Series A Notes.

The holders of the Series A Notes are entitled to vote with our common stock on an as-converted-to-common-stock-basis, provided, that, such number of votes shall be limited to 0.1089 votes for each such share of common stock on an as-converted-to-common stock-basis. We may redeem the Series A Notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the redemption date.

The indenture governing the Series A Notes contains covenants limiting, among other things, us and our restricted subsidiaries' ability to (i) create liens on assets and (ii) merge, consolidate or sell all or substantially all of our and our guarantor's assets.

The Series A Notes are guaranteed by all of our domestic subsidiaries that guarantee obligations under the credit agreement. The Series A Notes and the guarantees of the Series A Notes are our and the guarantors' senior obligations and are secured by junior priority liens on substantially the same collateral securing the credit agreement (other than any leasehold interests and equity interests of subsidiaries to the extent such pledge of equity interests would require increased financial statement reporting obligations pursuant to Rule 3-16 of Regulation S-X). As of December 31, 2011, the common stock of our largest operating companies, such as YRC Inc., Holland, New Penn and Reddaway, would be excluded as collateral under these kick-out provisions.

Series B Notes

The Series B Notes bear interest at a stated rate of 10% per year and mature on March 31, 2015. Interest is payable on a semiannual basis in arrears only in-kind through the issuance of additional Series B Notes. As of December 31, 2011, there was $98.0 million in aggregate principal amount of Series B Notes outstanding, after giving effect to the payment in-kind of interest on the Series B Notes offset by $6.3 million in aggregate principal amount of Series B Notes surrendered for conversion.

The Series B Notes are convertible into our common stock, at any time at the conversion price per share of approximately $18.54 and a conversion rate of 53.9567 common shares per $1,000 of the Series B Notes (such conversion price and conversion rate applying also to the Series B Notes make whole premium). Upon conversion, holders of Series B Notes will not receive any cash payment representing accrued and unpaid interest; however, such holders will receive a make whole premium, equal to the total amount of interest received if the notes were held to their maturity, paid in shares of our common stock for the Series B Notes that were converted.

The holders of the Series B Notes are entitled to vote with our common stock on an as-converted-to-common-stock-basis, provided, that, such number of votes shall be limited to 0.0594 votes for each such share of common stock on an as-converted-to-common-stock-basis.

The Series B Indenture contains customary covenants limiting, among other things, our and our restricted subsidiaries' ability to:

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pay dividends or make certain other restricted payments or investments;

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incur additional indebtedness and issue disqualified stock or subsidiary preferred stock;

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create liens on assets;

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sell assets;

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merge, consolidate, or sell all or substantially all of our or the guarantors' assets;

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enter into certain transactions with affiliates; and

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create restrictions on dividends or other payments by our restricted subsidiaries.

The Series B Notes are guaranteed by all of our domestic subsidiaries that guarantee obligations under the credit agreement. The Series B Notes and the guarantees of the Series B Notes are our and the guarantors' senior obligations and are secured by junior priority liens on substantially the same collateral securing the credit agreement (other than any leasehold interests and equity interests of subsidiaries to the extent such pledge of equity interests would require increased financial statement reporting obligations pursuant to Rule 3-16 of Regulation S-X). As of December 31, 2011, the common stock of our largest operating companies, such as YRC Freight, Holland, New Penn and Reddaway, would be excluded as collateral under these kick-out provisions.

6% Notes

As of December 31, 2011, we had outstanding approximately $69.4 million in aggregate principal amount of 6% convertible senior notes due 2014 (the "6% notes"). Interest on the 6% notes is payable on February 15 and August 15 of each year. To the extent we are not permitted to pay interest in cash under our senior secured bank facilities or we reasonably determine that we have insufficient funds to pay interest in cash, we are permitted to pay interest through the issuance of additional shares of our common stock subject to certain conditions. Our credit agreement no longer restricts our ability to pay cash interest to holders of the 6% notes and we paid cash interest to holders of 6% notes on the August 15, 2011 interest payment date and expect to make future interest payments in cash in lieu of paying interest with shares of common stock. We may not redeem the 6% notes prior to the stated maturity.

The notes are convertible, at the holder's option, at any time and from time to time, into shares of our common stock. The notes are currently convertible at a conversion price of $3,225 per share, which is equal to a conversion rate of approximately 3 shares per $10,000 principal amount of notes, subject to adjustment. The 6% notes indenture provides that the maximum number of shares of our common stock that can be issued in respect of the 6% notes upon conversion or with respect to the payment of interest or in connection with the make whole premium or otherwise shall be limited to 21,522 shares of common stock for $69.4 million in aggregate principal amount of the 6% notes, subject to certain adjustments. If the limit is reached, no holder is entitled to any other consideration on account of shares not issued. As of December 31, 2011, a maximum of 17,616 shares of our common stock would be available for future issuances in respect of the 6% notes. Such limitation on the number of shares of common stock issuable in respect of the 6% notes applies on a pro rata basis to the approximately $69.4 million in aggregate principal amount of outstanding 6% notes.

The 6% notes are our senior unsecured obligations and rank equally with all of our other senior indebtedness and rank senior to any of our subordinated indebtedness outstanding or incurred in the future. The 6% notes are guaranteed on a senior unsecured basis by certain of our domestic subsidiaries.

Ability to Continue as a Going Concern

Our principal sources of liquidity are cash and cash equivalents and available borrowings under our $400 million ABL facility and any prospective net operating cash flows resulting from improvements in operations. As of December 31, 2011, we had cash and cash equivalents and availability under the ABL facility of approximately $276.6 million and the borrowing base under our ABL facility was approximately $360.5 million.

Our principal uses of cash are to fund our operations, including making contributions to our single employer pension plans and the multiemployer pension funds and to meet our other cash obligations, including paying cash interest and principal for our funded debt, letter of credit fees under our credit facilities and funding capital expenditures. For the years ended December 31, 2011, 2010 and 2009, our cash flow from operating activities used net cash of $26.0 million, provided net cash of $0.7 million (inclusive of net tax refunds of $80.8 million) and used net cash of $379.3 million, respectively, and we reported net losses from continuing operations of $354.4 million, $304.7 million, and $631.7 million, respectively. In 2011, our operating revenues increased by $534 million to $4.9 billion as compared to 2010 and our operating loss decreased to $138 million in 2011 from $228 million in 2010.

Following the completion of the restructuring, we continue to have a considerable amount of indebtedness, a substantial portion of which will mature in late 2014 or early 2015, and considerable future funding obligations for our single employer pension plans and the multiemployer pension funds. As of December 31, 2011, we had approximately $1.3 billion in aggregate principal amount of outstanding indebtedness, which amount will increase over time as we continue to pay PIK interest on a portion of such indebtedness. Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to service such indebtedness or pay principal when due in respect of such indebtedness. We expect our funding obligations in 2012 under our single employer pension plans will be approximately $79.7 million. Since resuming participation in June 2011, our contribution obligations for multiemployer plans increased to $48.7 million for 2011 as compared to $3.3 million for 2010 and $267.1 million for 2009. See Note 8 to our consolidated financial statements included elsewhere in this annual report for further information related to contributions to our single employer pension plans and the multiemployer pension funds. In addition, we also have, and will continue to have, substantial operating lease obligations. As of December 31, 2011, our minimum rental expense under operating leases for 2012 was $48.3 million. As of December 31, 2011, our operating lease obligations through 2025 totaled $137.3 million.

Our capital expenditures for the years ended December 31, 2011, 2010 and 2009 were $71.6 million, $19.2 million and $36.3 million. These amounts were principally used to fund replacement engines and trailer refurbishments for our revenue fleet, capitalized maintenance costs for our network facilities and technology infrastructure. In light of our recent operating results and liquidity needs, we have deferred capital expenditures and expect to continue to do so for the foreseeable future, including the next twelve months. As a result, the average age of our fleet has increased and we will need to update our fleet periodically.

Over the last three fiscal years, we have generated a significant amount of liquidity through the sale and leaseback of assets, the disposal of property, assets and business lines, and the deferral of payments of our multi-employer pension contributions and payments of interest and fees under our credit agreement. We generated net proceeds from the sale and leaseback of assets and the disposal of property, assets and business lines of $76.4 million, $166.6 million and $496.5 million for the years ended December 31, 2011, 2010 and 2009, respectively, and had net borrowings $272.1 million during 2011, net repayments of $53.5 million in 2010 and net borrowings of $83.5 million during 2009, under the Company's credit facilities which included required mandatory debt repayments.

We deferred payment of $4.4 million and $171.4 million of multi-employer pension contributions during the years ended December 31, 2010 and 2009 respectively, converting that contribution deferral obligation into an interest-bearing debt secured by certain real estate. Net proceeds from the sales of secured real estate were used to pay down the contribution deferral obligation to $140.2 million at December 31, 2011. We also deferred payment of interest and fees under our credit agreement of $43.6 million, $93.2 million and $31.3 million during the years ended December 31, 2011, 2010 and 2009, respectively, and we exchanged $165 million of our credit agreement obligation for equity as part of our July 2011 restructuring.

As previously discussed, the credit facilities require us to comply with certain financial covenants, including maintenance of a maximum total leverage ratio, minimum interest coverage ratio, minimum adjusted EBITDA and maximum capital expenditures. Adjusted EBITDA, as defined our credit facilities, is a measure that reflects the Company's earnings before interest, taxes, depreciation, and amortization expense, and further adjusted for letter of credit fees, equity-based compensation expense, net gains or losses on property disposals and certain other items, including restructuring profession fees and results of permitted dispositions and discontinued operations. We were in compliance with each of these covenants as of and for the four quarters ended December 31, 2011.

During the next twelve months, the thresholds required under these financial covenants are subject to significant step-ups, including, for example, a minimum adjusted EBITDA of the following:

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$160 million for the four quarters ending March 31, 2012 and June 30, 2012,

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$210 million for the four quarters ending September 30, 2012,

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$250 million for the four quarters ending December 31, 2012 and

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$275 million for the four quarters ending March 31, 2013.

Our adjusted EBITDA (as defined in our credit facilities) for the four quarters ended December 31, 2011 was $159.2 million as compared to the covenant requirement of $125 million.

Our current management forecast indicates that our operating results are not expected to improve at a rate sufficient for us to meet these stepped-up minimum covenant thresholds beginning in the second quarter of 2012. In addition, we have a covenant compliance risk prior to the second quarter of 2012. As a result, our operating results would have to improve beyond our current expectations for us to remain in compliance with these more stringent financial covenants. Our operating results are impacted by a number of factors, many of which are outside of our control, and as a result, we cannot provide any assurances that this will be the case. In the event that we fail to meet these financial covenants, we will need to seek an amendment or waiver from our lenders or otherwise we will be in default under our credit facilities, which would enable lenders thereunder to accelerate the repayment of amounts outstanding and exercise remedies with respect to collateral. In the event that our lenders under our credit facilities demand payment, we will not have sufficient cash and cash flows from operations to repay such indebtedness. In addition, a default under our credit facilities or the lenders exercising their remedies thereunder would trigger cross-default provisions in our other indebtedness and certain other operating agreements. Our ability to amend our credit facilities or otherwise obtain waivers from our lenders depends on matters that are outside of our control and there can be no assurance that we will be successful in that regard.

Our ability to continue as a going concern over the next twelve months is dependent on a number of factors, many of which are outside of our control. These factors include:

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our operating results, pricing and shipping volumes must continue to improve at a rate significantly better than what we have achieved in our recent financial results;

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we must continue to comply with covenants and other terms of our credit facilities so as to have access to the borrowings available to us under such credit facilities or otherwise obtain lender approval to modify those covenants;

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our anticipated cost savings under our labor agreements, including wage reductions and savings due to work rule changes, must continue;

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we must complete real estate sale transactions as anticipated;

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we must continue to defer purchases of replacement revenue equipment or secure suitable lease financing arrangements for such replacement revenue equipment;

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we must continue to implement and realize substantial cost savings measures to match our costs with business levels and to continue to become more efficient;

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we must continue to carefully manage receipts and disbursements, including amounts and timing, focusing on reducing days sales outstanding for trade receivables and managing days outstanding for trade payables; and

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we must be able to generate operating cash flows that are sufficient to provide for additional cash requirements for pension contributions to single-employer and multiemployer pension plans, cash interest on debt and for capital expenditures or additional lease payments for new revenue equipment.

There can be no assurance that management will be successful or that such plans will be achieved. We expect to continue to monitor our liquidity, work to alleviate these uncertainties and address our cash needs through a combination of one or more of the following actions:

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we will continue to aggressively seek additional and return business from customers;

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we will continue to attempt to reduce our escrow deposits and letter of credit collateral requirements related to our self-insurance programs;

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if appropriate, we may sell additional equity or pursue other capital market transactions; and

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we may consider selling additional assets or business lines, which would require lenders' consent in certain cases.

The Company has experienced recurring net losses from continuing operations and operating cash flow deficits. Our ability to continue as a going concern is dependent on many factors, including among others, improvements in our operating results necessary to comply with our existing debt covenant requirements, or modify our existing debt covenant requirements and achieve the operating results necessary to comply with the modified covenants. These conditions raise significant uncertainty about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of the foregoing uncertainties.

Debt And Financing

12 Months Ended

Dec. 31, 2011

Debt And Financing [Abstract]

Debt And Financing

10. Debt and Financing

Total debt consisted of the following:


As of December 31, 2011 (in millions)	Par Value			Premium/ (Discount)			Book Value			Stated Interest Rate			Effective Interest Rate
Restructured term loan	$	303.1		$	98.9		$	402.0			10.0	%		0.0	%
ABL facility – Term A (capacity $175, borrowing base $136.1, availability $76.1)		60.0			(7.6	)		52.4			8.5	%		51.5	%
ABL facility – Term B		224.4			(12.4	)		212.0			11.25	%		14.7	%
Series A Notes		146.3			(35.0	)		111.3			10.0	%		18.3	%
Series B Notes		98.0			(37.1	)		60.9			10.0	%		25.6	%
6% convertible senior notes		69.4			(10.3	)		59.1			6.0	%		15.5	%
Pension contribution deferral obligations		140.2			(0.6	)		139.6			3.0-18.0	%		5.2	%
Lease financing obligations		315.2			—			315.2			10.0-18.2	%		11.9	%
5.0% and 3.375% contingent convertible senior notes		1.9			—			1.9			5.0% and 3.375	%		5.0% and 3.375	%
Other		0.3			—			0.3

Total debt	$	1,358.8		$	(4.1	)	$	1,354.7

Current maturities of ABL facility – Term B		(2.3	)		—			(2.3	)
Current maturities of 5.0% and 3.375% contingent convertible senior notes and other		(2.2	)		—			(2.2	)
Current maturities of lease financing obligations		(5.0	)		—			(5.0	)

Long-term debt	$	1,349.3		$	(4.1	)	$	1,345.2


As of December 31, 2010 (in millions)	Par Value			Premium/ (Discount)			Book Value
Revolving credit facility	$	142.9		$	—		$	142.9
Term loan		257.1			0.7			257.8
ABS borrowings, secured by accounts receivable (capacity $325.0)		122.8			—			122.8
6% convertible senior notes		69.4			(13.3	)		56.1
Pension contribution deferral obligations		139.1			—			139.1
Lease financing obligations		338.4			—			338.4
5.0% and 3.375% contingent convertible senior notes		1.9			—			1.9
Other		1.1			—			1.1

Total debt	$	1,072.7		$	(12.6	)	$	1,060.1

Current maturities of 5.0% and 3.375% contingent convertible senior notes and other		(2.9	)		—			(2.9	)
Current maturities of lease financing obligations		(4.4	)		—			(4.4	)
Current maturities of pension contribution deferral obligations		(92.7	)		—			(92.7	)
ABS borrowings		(122.8	)		—			(122.8	)

Long-term debt	$	849.9		$	(12.6	)	$	837.3

Restructuring of Debt Obligations

On July 22, 2011, we completed our financial restructuring. The key terms of the financial restructuring, including terms of the debt and equity instruments issued, are further described in Note 9 to our consolidated financial statements. The accounting treatment for such financial restructuring is described below.

Restructured Credit Agreement Claims

Prior to the restructuring, the Company's aggregate principal amount due under our Credit Agreement was $612.4 million with an aggregate carrying amount of $579.6 million and our outstanding letter of credit obligations were $437.0 million.

In connection with the restructuring, we exchanged $305.0 million of amounts due under our Credit Agreement for 3,717,948 shares of our Series B Preferred Stock and $140.0 million in aggregate principal amount of our Series A Notes. We also converted the remaining Credit Agreement borrowings from the revolving credit facility to the restructured term loan, eliminated the unused revolving credit facility capacity and extended the Credit Agreement maturity date to March 31, 2015 for the $307.4 million aggregate principal amount restructured term loan and the $437.0 million letter of credit facility.

In accordance with FASB ASC 470-60, we accounted for this element of the restructuring as a troubled debt restructuring as the Company had been experiencing financial difficulty and the lenders granted a concession to the Company. We assessed the total future cash flows of the restructured debt as compared to the carrying amount of the original debt and determined the total future cash flows to be greater than the carrying amount at the date of the restructuring. As such, the carrying amount was not adjusted and no gain was recorded, consistent with troubled debt restructuring accounting.

The following table shows carrying amounts of the Credit Agreement prior to the restructuring and carrying amounts of the securities outstanding upon effecting the exchange and the Credit Agreement modification described above, including related embedded derivatives recorded at fair value:


Credit Agreement Prior to Restructuring	(in millions)			Securities and Indebtedness Post- Restructuring	(in millions)
Principal amount of term loan	$	251.6		Principal amount of restructured term loan	$	307.4
Outstanding revolving credit facility		192.0		Premium on restructured term loan		114.0
Deferred interest and fees		168.8		Principal amount of Series A Notes		140.0

Amounts due under the Credit Agreement		612.4		Discount on Series A Notes		(37.4	)
Unamortized debt issuance costs		(33.3	)	Conversion feature in Series A Notes		12.4
Premium on term loan		0.5		Series B Preferred Stock		43.2

Basis of Credit Agreement allocated in troubled debt restructuring	$	579.6		Basis of Credit Agreement allocated in troubled debt restructuring	$	579.6

The Credit Agreement's carryover basis was allocated to the restructured term loan and Series A Notes on a relative fair value basis, after taking into account the Series B Preferred Stock and the conversion feature in the Series A Notes. The difference in the effective interest rates as compared to the stated interest rates for the restructured term loan and Series A Notes is a function of the underlying fair values of the respective instruments, due to the allocation of carryover basis on a relative fair value basis. Fair values of the respective instruments were based on a contemporaneous valuation using an option pricing model, a Level 3 fair value measurement.

The fair value of 3,717,948 shares of Series B Preferred Stock issued in exchange for amounts due under our Credit Agreement, $43.2 million, was based on a contemporaneous valuation, whereas an estimated enterprise value was first calculated using assumptions related to market multiples of earnings, a market approach which is a Level 3 fair value measurement. The estimated enterprise value was then reduced by the fair value of our debt instruments post-restructuring, with the residual allocated to our Series B Preferred Stock and common stock. See further discussion regarding our Series B Preferred Stock in Note 14 to our consolidated financial statements.

The conversion feature embedded in the Series A Notes was required to be bifurcated on the restructuring closing date and separately measured as a derivative liability, as the Company did not have enough authorized and unissued common shares to satisfy conversion of the Series A Notes. We estimated the fair value of the conversion feature based on a contemporaneous valuation using an option pricing model, a Level 3 fair value measurement, and determined the fair value to be $12.4 million.

On September 16, 2011, the Company held a special meeting of shareholders at which the Company's amended and restated certificate of incorporate was approved and the number of authorized common shares increased to allow for the conversions. This increase provided sufficient authorized common shares to satisfy the conversion feature in the Series A Notes, and thus the conversion feature in the Series A Notes was no longer required to be bifurcated and presented as a derivative liability. The conversion feature was adjusted to a fair value of $26.5 million on September 16, 2011, with the change of $14.1 million recorded as 'Fair value adjustment on derivative liabilities' in the accompanying statements of consolidated operations. The $26.5 million fair value of the conversion feature was then reclassified as an equity-classified derivative within 'Capital surplus' in the accompanying consolidated balance sheet.

We allocated $15.6 million of professional fees to this element of the restructuring, of which $14.0 million are related to the issuance of the Series A Notes and modifications to the Credit Agreement. Such amount has been recognized as 'Nonoperating restructuring transaction costs' in the accompanying statements of consolidated operations, consistent with troubled debt restructuring accounting. The remaining $1.6 million of professional fees are allocated to the issuance of the Series B Preferred Stock and have been recorded as a reduction to 'Capital surplus' in the accompanying consolidated balance sheet.

ABL Facility and Refinancing of ABS Facility

In connection with the restructuring, the Company entered into the ABL facility, of which the $175.0 Term A Facility was funded by lenders that did not participate in the ABS facility and the $225.0 million Term B Facility was funded by one of the ABS facility lenders. This element of the restructuring is being accounted for as an extinguishment of debt and issuance of new debt, for the portion of ABL facility debt attributed to lenders that did not participate in the ABS facility. For the portion of the ABL facility debt attributed to the lender that participated in the ABS facility, this element of the transaction is being accounted for as an exchange of line-of-credit or revolving-debt arrangements.

As a part of refinancing the ABS facility, the lenders agreed to forgive accrued interest of $11.3 million and deferred commitment fees of $15.0 million. The forgiveness of the interest and fees along with the write-off of $1.2 million of unamortized deferred debt costs associated with the ABS facility resulted in the recognition of a gain on the extinguishment of debt of $25.1 million. Such amount has been recognized as '(Gain) loss on extinguishment of debt' in the accompanying statements of consolidated operations.

We allocated $5.2 million of professional fees to this element of the restructuring. Such costs have been recorded as unamortized deferred debt costs in "Other assets" in the accompanying consolidated balance sheet and will be recognized as interest expense over the term of the ABL facility.

Restructured Contribution Deferral Agreement

In connection with the restructuring, we entered into the A&R CDA with certain multiemployer pension funds to which we contribute. Such amendment, among other things, revised the final maturity date from December 31, 2012 to March 31, 2015 for amounts outstanding at the date of the restructuring, converted accrued interest ($4.5 million) at the time of the restructuring to principal, and increased the interest rate for the Central States Pension Fund, which represents 64.3% of the total amount outstanding under the CDA, to 7.5%. The impact of this element of the restructuring on our accompanying consolidated balance sheet was primarily limited to the reclassification of current obligations to non-current liabilities, due to the change in maturity date for all principal to March 31, 2015.

We allocated $3.8 million of professional fees to this element of the restructuring. Such amount has been recognized as 'Nonoperating restructuring transaction costs' in the accompanying statements of consolidated operations.

Series B Notes

The conversion feature embedded in the Series B Notes was required to be bifurcated on the restructuring date and separately measured as a derivative liability, as the Company did not have enough authorized and unissued common shares to satisfy conversion of the Series B Notes. We estimated the fair value of the conversion feature based on a contemporaneous valuation using an option pricing model, a Level 3 fair value measurement, and determined the fair value to be $41.7 million.

On September 16, 2011, the Company held a special meeting of shareholders to approve the Company's amended and restated certificate of incorporation was approved and the number of authorized common shares to allow for the conversions. This increase provided sufficient authorized common shares to satisfy the conversion feature in the Series B Notes, and thus the conversion feature in the Series B Notes was no longer required to be bifurcated and presented as a derivative liability. The conversion feature was adjusted to a fair value of $106.8 million on September 16, 2011, with the change of $65.1 million recorded as 'Fair value adjustment on derivative liabilities' in the accompanying statements of consolidated operations. The $106.8 million fair value of the conversion feature was then reclassified as an equity-classified derivative within 'Capital surplus' in the accompanying consolidated balance sheet.

We allocated $2.1 million of professional fees to this element of the restructuring. Such costs have been recorded as unamortized deferred debt costs in "Other assets" in the accompanying consolidated balance sheet and will be recognized as interest expense over the term of the Series B Notes.

Conversion of Series B Notes

During 2011 $6.3 million aggregate principal amount of Series B Notes converted into 0.5 million shares of common stock. Upon conversion, we recorded $5.1 million of additional interest expense representing the $2.6 million make whole premium and $2.5 million of accelerated amortization of the discount on the Series B Notes converted.

From January 1, 2012 through February 20, 2012, $0.8 million aggregate principal amount of Series B Notes converted into 0.1 million shares of common stock.

6% Notes

The 6% Notes indenture provides that the maximum number of shares of our common stock that can be issued in respect of the 6% Notes upon conversion or with respect to the payment of interest or in connection with the make whole premium or otherwise shall be limited to 21,552 shares of common stock per $69.4 million in aggregate principal amount of the 6% Notes, subject to certain adjustments. If the limit is reached, no holder is entitled to any other consideration on account of shares not issued. This limitation terminates if the holders of our common stock approve the termination of this limitation. Our credit facilities no longer restrict the Company's ability to pay cash interest to holders of the 6% Notes. The Company paid cash interest to holders of 6% Notes on the August 15, 2011 interest payment date and expects to make future interest payments in cash in lieu of paying interest with shares of common stock. As of February 20, 2012, a maximum of 17,616 shares of the Company's common stock would be available for future issuances in respect of the 6% Notes. Such limitation on the number of shares of common stock issuable in respect of the 6% Notes applies on a pro rata basis to the approximately $69.4 million in aggregate principal amount of outstanding 6% Notes.

Lease Financing Transactions

During 2011, 2010 and 2009, we received $9.0 million, $45.0 million and $315.5 million, respectively, in net cash proceeds from lease financing transactions with various parties. The underlying transactions included providing title of certain real estate assets to the issuer in exchange for agreed upon proceeds; however, the transactions did not meet the accounting definition of a "sale leaseback" and as such, the assets remain on our balance sheet and long-term debt (titled Lease Financing Obligations) is reflected on our balance sheet in the amount of the proceeds. We are required to make monthly lease payments, which are recorded as principal and interest payments under these arrangements, generally over a term of ten years, with effective interest rates ranging from 10% to 18.2%.

2009 Bond Exchange

On December 31, 2009, we completed exchange offers with certain holders of our outstanding debt securities (the "Exchange Offers") whereby we exchanged 4,867 shares of our common stock and 4.3 million shares of our Class A convertible preferred stock (0.1 million shares of common stock, on an as-if converted basis) for $470.2 million in aggregate principal amount of our notes and $5.2 million of accrued interest.

The outstanding note aggregate principal amounts before and after the December 31, 2009 exchange are as follows:


(in millions)	Principal amount outstanding before the exchange		Principal amount exchanged		Principal amount outstanding after the exchange
8¹/2% USF senior notes	$	150.0	$	105.0	$	45.0
5% contingent convertible notes		236.8		216.8		20.0
3.375% contingent convertible notes		150.0		148.4		1.6

Total	$	536.8	$	470.2	$	66.6

The exchange consideration consisting of shares of our common stock, received for any old notes tendered would result in full settlement of the old notes exchanged, and as such, we accounted for the exchange of the notes for shares of our common and preferred stock as a troubled debt restructuring. With respect to the contingent convertible notes, the fair value of such notes was compared to their carrying value to compute the related gain of $184.8 million. In addition, the carrying amount of the USF notes tendered was greater than the fair value of the shares of our common and preferred stock issued pursuant to the exchange consideration and resulted in a gain of $9.1 million.

Maturities

The principal maturities of total debt for the next five years and thereafter are as follows:


(in millions)	Restructured Term Loan		ABL Facility		Series A and Series B Notes ^(b)		Contingent Convertible Senior Notes		6% Contingent Senior Notes		Lease Financing Obligation ^(a)		Pension Deferral		Other		Total
2012	$	—	$	2.3	$	—	$	1.9	$	—	$	5.0	$	—	$	0.3	$	9.5
2013		—		2.2		—		—		—		4.8		—		—		7.0
2014		—		279.9		—		—		69.4		6.2		—		—		355.5
2015		303.1		—		244.3		—		—		7.9		140.2		—		695.5
2016		—		—		—		—		—		10.5		—		—		10.5
Thereafter		—		—		—		—		—		280.8		—		—		280.8

Total	$	303.1	$	284.4	$	244.3	$	1.9	$	69.4	$	315.2	$	140.2	$	0.3	$	1,358.8

(a)	Lease financing obligations subsequent to 2016 of $280.8 million represent principal cash obligations of $61.3 million and the estimated net book value of the underlying assets at the expiration of their associated lease agreements of $219.5 million.

(b)	The Series A Notes included herein exclude $54.5 million of payment in-kind interest that will be due and payable if the notes are held to maturity and the Series B Notes included herein exclude $36.6 million.

Fair Value Measurement

The carrying amounts and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows:


	December 31, 2011				December 31, 2010
(in millions)	Carrying amount		Fair Value		Carrying amount		Fair Value
Restructured term loan	$	402.0	$	216.5	$	—	$	—
ABL facility		264.4		268.8		—		—
Series A Notes and Series B Notes		172.2		168.7		—		—
Lease financing obligations		315.2		315.2		338.4		338.4
Credit Agreement borrowings		—		—		400.7		274.0
ABS facility borrowings		—		—		122.8		122.8
Other		200.9		139.9		198.2		116.6

Total debt	$	1,354.7	$	1,109.1	$	1,060.1	$	851.8

The fair values of the restructured term loan, ABL facility, Series A and Series B Notes, and pension contribution deferral obligations were estimated based on observable prices (level two inputs for fair value measurements). The fair value of the 6% convertible senior notes was valued using the year end conversion price for convertible notes (level three inputs for fair value measurements). The carrying amount of the lease financing obligations approximates fair value.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Stock Compensation Plans

12 Months Ended

Dec. 31, 2011

Stock Compensation Plans [Abstract]

Stock Compensation Plans

11. Stock Compensation Plans

We have reserved 2.0 million shares for issuance to key management personnel and directors under the 2011 long-term incentive and equity award plan. As of December 31, 2011, 1.7 million shares remain available for issuance under this plan. The plan permits the issuance of restricted stock and share units, as well as options, stock appreciation rights, and performance stock and performance stock unit awards. Awards under the plan can be satisfied in cash or shares at the discretion of the Board of Directors. According to the plan provisions, the share units provide the holders the right to receive one share of our common stock upon vesting of one share unit. The plan requires the exercise price of any option equal to the closing market price of our common stock on the date of grant.

A summary of activity in our stock option plans is presented in the following table:


	Shares		Weighted Average		Weighted Average Remaining Contractual		Aggregate Intrinsic Value
	(in thousands)		Exercise Price		Term (years)		(in millions)
Outstanding at December 31, 2008		—	$	—
Granted		2		35,475.00
Exercised		—		—
Forfeited / expired		—		—

Outstanding at December 31, 2009		2	$	35,475.00
Granted		31		3,600.00
Exercised		—		—
Forfeited / expired		—		—

Outstanding at December 31, 2010		33	$	3,680.09
Granted		—		—
Exercised		—		—
Forfeited / expired		—		—

Outstanding at December 31, 2011		33	$	3,680.09		8.17	$	—

Exercisable at December 31, 2011		33	$	3,680.09		8.17		—

On March 1, 2010, we formalized the Second Union Employee Option Plan that provided for a grant of up to 31,000 options, including the effect of the reverse stock split, to purchase our common stock at an exercise price equal to $3,600.00 per share, of which all have been granted. As a part of the union wage reduction, we agreed to award a certain equity interest to all effected union employees. These options vested immediately, will expire 10 years from the grant date, and were exercisable upon shareholder approval, which was received on June 29, 2010, at our annual shareholder meeting.

On March 1, 2010, we also formalized the Second Union Employee Stock Appreciation Right Plan that provided for a grant of up to 35,000 cash settled stock appreciation rights ("SARs"). These SARs terminated on June 29, 2010, upon approval of the Second Union Employee Option Plan discussed above.

The fair value of each option award was estimated on the date the grant was approved by shareholders using the Black-Scholes-Merton pricing model. Expected volatilities were estimated using historical volatility of our common stock. We used historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior were considered separately for valuation purposes. The expected term of options granted was derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

We valued the award granted under the Second Union Employee Option Plan in 2010 using the above described model with the following weighted average assumptions:


	2010
Dividend yield		—	%
Expected volatility		173.2	%
Risk-free interest rate		0.61	%
Expected option life (years)		2.0
Fair value per option	$	675.00

Based on the above fair value calculation, we recognized compensation expense of $25.0 million related to these outstanding stock option awards for the year ended December 31, 2010 which is included in "Equity based compensation expense" in our accompanying statement of consolidated operations.

On January 2, 2009, we awarded our non-union employees options to purchase up to an aggregate of 703 shares of our common stock at an exercise price equal to $25,050.00 per share. The options were scheduled to vest at the rate of 25% per year and expire in 10 years. The options were granted subject to shareholder approval, which was received on May 14, 2009 at our annual shareholder meeting. Due to the effect of the reverse stock split effective December 1, 2011, there are no options outstanding under this award as of December 31, 2011.

On January 2, 2009, we also adopted a Non-Union Employee Stock Appreciation Right ("SAR") Plan that awarded up to 703 cash settled SARs. These SARs terminated on May 14, 2009, upon the shareholder approval of the Non-Union Employee Option Plan discussed above.

We valued the award granted under the Non-Union Employee Option Plan in 2009 using the above described model with the following weighted average assumptions:


	2009
Dividend yield		—	%
Expected volatility		88.3	%
Risk-free interest rate		1.6	%
Expected option life (years)		4.0
Fair value per option	$	15,450.00

Based on the above fair value calculation, we recognized compensation expense of $1.9 million related to these outstanding stock option awards for the year ended December 31, 2009 which is included in "Equity based compensation expense" in our accompanying statement of consolidated operations. Compensation expense will continue to be recognized ratably over the vesting period.

On February 12, 2009, we formalized a Union Employee Option Plan that provided for a grant of up to 1,519 options to purchase our common stock at an exercise price equal to $28,050.00 per share, of which all were granted. As a part of the union wage reduction, we agreed to award a certain equity interest to all effected union employees. These options vested immediately, were scheduled to expire 10 years from the grant date, and were exercisable after a twelve month period beginning for a substantial majority of options in February 2009. These options were granted subject to shareholder approval, which was received on May 14, 2009, at our annual shareholder meeting. Due to the effect of the reverse stock split effective December 1, 2011, there are no options outstanding under this award as of December 31, 2011.

On February 12, 2009, we also formalized the Union Employee Stock Appreciation Right Plan that provided for a grant of up to 1,519 cash settled SARs. These SARs terminated on May 14, 2009 upon the shareholder approval of the Union Employee Option Plan discussed above.

We valued the award granted under the Union Employee Option Plan in 2009 using the above described model with the following weighted average assumptions:


	2009
Dividend yield		—	%
Expected volatility		120.6	%
Risk-free interest rate		0.9	%
Expected option life (years)		2.0
Fair value per option	$	14,325.00

Based on the fair value calculation above, we recognized compensation expense of $21.0 million related to these outstanding stock option awards for the year ended December 31, 2009, which is included in "Equity based compensation expense" in our accompanying statement of consolidated operations.

The following table summarizes information about stock options outstanding as of December 31, 2011:


	Options Outstanding						Options Exercisable
Range of exercise prices	Shares (in thousands)		Weighted Average Remaining Contractual Years		Weighted Average Exercise price		Shares (in thousands)		Weighted Average Exercise price
$ 0.00 – 3,700.00		33		8.17	$	3,680.09		33	$	3,680.09

A summary of the activity of our nonvested restricted stock and share unit awards is presented in the following table:


	Shares (in thousands)			Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2008		—		$	—

Nonvested at December 31, 2009		—		$	—

Nonvested at December 31, 2010		—		$	—
Granted		271			11.60
Vested		(1	)		11.60
Forfeited		—			—

Nonvested at December 31, 2011		270		$	11.60

We recognize expense on a straight-line basis over the vesting term. The vesting provisions for the restricted stock and share unit awards and the related number of shares awarded during the year ended December 31 are as follows:


	Shares (in thousands)
Vesting Terms	2011		2010		2009
• 25% on January 1, 2013, 25% on the 2 year anniversary of the employment date, 25% on each employment anniversary thereafter		184		—		—
• 100% on July 27, 2013		6		—		—
• 33.3% immediately and 33.3% per year thereafter on the anniversary of the grant date		3		—		—
• 25% per year for four years		78		—		—

Total restricted stock and share units granted		271		—		—

As of December 31, 2011 and 2010, there was $3.2 million and $0.3 million, respectively of unrecognized compensation expense related to nonvested share-based compensation arrangements. That expense is expected to be recognized over a weighted-average period of 3.7 years. The fair value of nonvested shares is determined based on the closing trading price of our shares on the grant date. The fair value of shares vested during the years ended December 31, 2011 and 2010, was not material.

At December 31, 2011, none of the outstanding awards under our stock compensation plans provide dividend participation features.

Teamster 401(k) Contribution

On July 22, 2011, the Company delivered into escrow 1,282,051 shares of our Series B Preferred Stock, which were delivered from escrow on July 25, 2011, to the Teamster-National 401(k) Savings Plan for the benefit of the Company's IBT employees. The $14.9 million fair value of the 1,282,051 shares of Series B Preferred Stock issued was based on a contemporaneous valuation, whereas an estimated enterprise value was first calculated using assumptions related to market multiples of earnings, a market approach which is a level 3 fair value measurement. The estimated enterprise value was then reduced by the fair value of our debt instruments post-restructuring, with the residual allocated to our Series B Preferred Stock and common stock. On September 16, 2011, following approval from the shareholders of the Company's amended and restated certificate of incorporation the number of common shares increased and these preferred shares were automatically converted into 1.6 million shares of common stock.

This element of the restructuring is being accounted for as the grant of a share-based payment award to employees and the $14.9 million charge for the share-based payments has been included in "Equity based compensation expense" in the accompanying statements of consolidated operations.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

12. Income Taxes

We use the asset and liability method to reflect income taxes on our financial statements. We recognize deferred tax assets and liabilities by applying enacted tax rates to the differences between the carrying value of existing assets and liabilities and their respective tax basis and to loss carryforwards. Realizable tax credit carryforwards are recorded as deferred tax assets. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change occurs. We assess the validity of deferred tax assets and loss and tax credit carryforwards and provide valuation allowances when we determine it is more likely than not that such assets, losses, or credits will not be realized. We have not recognized deferred taxes relative to foreign subsidiaries' earnings that are deemed to be permanently reinvested. Any related taxes associated with such earnings are not material.

Deferred tax liabilities (assets) were comprised of the following at December 31:


(in millions)	2011			2010
Depreciation	$	375.2		$	330.5
Prepaid expenses and other		0.9			0.3
Deferred revenue		12.4			12.2
Intangibles		45.5			29.5
Gain on debt redemption		64.5			64.8
Other		45.7			26.2

Deferred tax liabilities		544.2			463.5

Claims and insurance		(204.6	)		(202.1	)
Allowance for doubtful accounts		(3.8	)		(5.0	)
Net operating loss carryforwards		(230.5	)		(147.5	)
Employee benefit accruals		(238.2	)		(233.1	)
Revenue reserves		(3.5	)		(5.3	)
Other		(200.1	)		(78.4	)

Deferred tax assets		(880.7	)		(671.4	)

Valuation allowance		336.6			208.3

Net deferred tax assets		(544.1	)		(463.1	)

Net deferred tax liability	$	0.1		$	0.4

Current income tax receivable was $9.6 million and $13.3 million as of December 31, 2011 and 2010, respectively, and is included in "Prepaid expenses and other" in the accompanying balance sheets.

The Company has carried back the 2011 federal taxable loss to the extent allowed and received refunds of $8.8 million in February 2012. As of December 31, 2011, the Company has remaining Net Operating Loss carryforwards of approximately $458.2 million which will expire in 2030 and 2031 if not used. As of December 31, 2011, the Company has foreign tax credit carryforwards of approximately $15.3 million which will expire between 2014 and 2018 if not used.

As of December 31, 2011 and 2010, valuation allowances of $336.6 million and $208.3 million have been established for certain deferred tax assets because, based on available sources of future taxable income, it is more likely than not that those assets will not be realized.

A reconciliation between income taxes at the federal statutory rate and the consolidated effective tax rate follows:


	2011			2010			2009
Federal statutory rate		35.0	%		35.0	%		35.0	%
State income taxes, net		(1.1	)		3.8			(0.1	)
Permanent differences—debt recapitalization		(6.3	)		—			5.9
Valuation allowance		(35.4	)		(15.1	)		(12.8	)
Net decrease in unrecognized tax benefits		3.7			—			—
Other, net		6.2			0.3			0.9

Effective tax rate		2.1	%		24.0	%		28.9	%

The income tax provision (benefit) consisted of the following:


(in millions)	2011			2010			2009
Current:
Federal	$	(23.9	)	$	3.1		$	(77.0	)
State		11.3			(21.1	)		1.5
Foreign		5.3			1.6			6.4

Current income tax benefit	$	(7.3	)	$	(16.4	)	$	(69.1	)

Deferred:
Federal	$	(0.2	)	$	(76.4	)	$	(154.8	)
State		—			(4.9	)		(31.3	)
Foreign		—			1.5			(1.7	)

Deferred income tax benefit	$	(0.2	)	$	(79.8	)	$	(187.8	)

Income tax benefit from continuing operations	$	(7.5	)	$	(96.2	)	$	(256.9	)

Based on the income (loss) before income taxes:
Domestic	$	(366.1	)	$	(386.4	)	$	(857.4	)
Foreign		4.2			(14.5	)		(31.2	)

Loss before income taxes from continuing operations	$	(361.9	)	$	(400.9	)	$	(888.6	)

Uncertain Tax Positions

A rollforward of the total amount of unrecognized tax benefits for the years ended December 31 is as follows:


(in millions)	2011			2010
Unrecognized tax benefits at January 1	$	45.1		$	84.8

Increases related to:
Tax positions taken during a prior period		1.2			13.3
Tax positions taken during the current period		—			—

Decreases related to:
Tax positions taken during a prior period		(15.7	)		(53.0	)
Settlements with taxing authorities		(3.5	)		—

Unrecognized tax benefits at December 31	$	27.1		$	45.1

At December 31, 2011 and 2010, there are $10.6 million and $28.9 million of benefits that, if recognized, would affect the effective tax rate. We accrued interest of $1.5 million and $2.5 million for the years ended December 31 2011 and 2010 and reversed $5.7 million of previously accrued interest on uncertain tax positions during the year ended December 31, 2010 for a net reduction of $3.2 million for 2010. The reversal related primarily to a favorable resolution of a prior uncertain position. We accrued $7.0 million for the year ended December 31, 2009. The total amount of interest accrued for uncertain tax positions is $19.1 million and $17.6 million as of December 31, 2011 and 2010. During the year ended December 31, 2011, we paid tax of $3.3 million and interest of $2.2 million to settle an IRS audit of tax years 2002-04 for a consolidated group acquired in 2005 and reduced our previously recorded tax contingency accordingly. We have not accrued any penalties relative to uncertain tax positions. We have elected to treat interest and penalties on uncertain tax positions as interest expense and other operating expenses, respectively.

Reasonably possible changes in the next twelve months in the amount of unrecognized tax benefits relate to the following tax positions:

In connection with their audit of the Company's 2005-2008 tax returns the IRS has proposed adjustments relative to certain transactions of our captive insurance company, YRC Assurance Co., Ltd. ("YRCA"). We believe the proposed adjustments are not valid and are litigating the issue. Any change by IRS to the 2005-2008 tax returns would be fully offset by a corresponding increase in the 2009 taxable loss that would be carried back to those years, resulting in no net tax exposure.

Tax years that remain subject to examination for our major tax jurisdictions as of December 31, 2011:


Statute remains open			2005-2010
Tax years currently under examination/exam completed			2005-2010
Tax years not examined			2011

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
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+ Details

Business Segments

12 Months Ended

Dec. 31, 2011

Business Segments [Abstract]

Business Segments

13. Business Segments

We report financial and descriptive information about our reportable operating segments on a basis consistent with that used internally for evaluating segment performance and allocating resources to segments. We evaluate performance primarily on operating income and return on invested capital.

We have the following reportable segments, which are strategic business units that offer complementary transportation services to their customers. YRC Freight includes carriers that provide comprehensive national, regional and international services. Regional Transportation is comprised of carriers that focus primarily on business opportunities in the next-day and regional delivery markets. Truckload consists of Glen Moore, a former domestic truckload carrier. On December 15, 2011, we sold a majority of the assets of Glen Moore to a third party for $18.5 million. In connection with these assets sales the operations of Glen Moore ceased. We recognized a $4.6 million loss on the sale of these assets which is included in the Truckload segment for 2011.

Effective April 1, 2010, the results of Jiayu are reflected in our consolidated results as part of the Corporate Segment.

The accounting policies of the segments are the same as those described in the Note 2 to our consolidated financial statements. We charge management fees and other corporate services to our segments based on the direct benefits received or as a percentage of revenue. Corporate and other operating losses represent operating expenses of the holding company, including compensation and benefits and professional services for all periods presented. Corporate identifiable assets primarily refer to cash, cash equivalents, technology assets and deferred debt issuance costs as well as our investment in JHJ. Intersegment revenue relates to transportation services between our segments.

Beginning in 2011, all restructuring professional fees are included in our Corporate segment. Such costs are included in our Corporate segment as they primarily relate to our financial restructuring and other financing or capital structure actions, and not the operations of our strategic business units. We have recast segment operating income (loss) for prior periods to conform to the current year measure of segment performance. Operating loss for our Corporate segment was increased by $34.0 million for the year ended December 31, 2010, for the aggregate of restructuring professional fees previously reported in our other segments. Operating loss for our YRC Freight, Regional Transportation and Truckload segments were reduced by $26.7 million, $7.0 million and $0.3 million, respectively, for the year ended December 31, 2010 for professional fees previously reported in these segments.

Revenue from foreign sources totaled $186.8 million, $170.8 million, and $164.7 million in 2011, 2010 and 2009, respectively, and is largely derived from Canada, Asia and Mexico. Long-lived assets located in foreign countries totaled $15.5 million, $19.2 million and $25.9 million at December 31, 2011, 2010 and 2009, respectively.

The following table summarizes our operations by business segment:


	YRC			Regional						Corporate /
(in millions)	Freight ^(a)			Transportation			Truckload			Eliminations			Consolidated
2011
External revenue	$	3,203.0		$	1,553.2		$	86.9		$	25.7		$	4,868.8
Intersegment revenue		—			1.0			12.0			(13.0	)		—
Operating income (loss)		(88.5	)		32.9			(18.9	)		(63.7	)		(138.2	)
Identifiable assets		1,410.0			843.6			2.7			229.5			2,485.8
Capital expenditures, net		19.1			(32.4	)		17.6			(8.5	)		(4.2	)
Depreciation and amortization		102.9			61.6			7.9			23.3			195.7

2010
External revenue	$	2,884.8		$	1,352.8		$	78.0		$	19.0		$	4,334.6
Intersegment revenue		—			1.1			31.6			(32.7	)		—
Operating income (loss)		(170.3	)		3.2			(10.2	)		(50.6	)		(227.9	)
Identifiable assets		1,591.0			864.3			49.8			66.5			2,571.6
Capital expenditures, net		(69.0	)		3.1			0.6			3.1			(62.2	)
Depreciation and amortization		108.0			63.6			8.8			20.6			201.0
Impairment charges		3.3			2.0			—			—			5.3
Equity investment impairment		—			—			—			12.3			12.3

2009
External revenue	$	3,489.3		$	1,322.4		$	71.5		$	(12.2	)	$	4,871.0
Intersegment revenue		—			0.2			40.9			(41.1	)		—
Operating loss		(734.4	)		(126.7	)		(8.7	)		(12.2	)		(882.0	)
Identifiable assets		1,783.7			1,023.0			59.6			44.6			2,910.9
Capital expenditures, net		(88.0	)		(13.2	)		0.1			5.7			(95.4	)
Depreciation and amortization		135.2			66.2			9.0			35.4			245.8
Equity investment impairment		—			—			—			30.4			30.4

(a)	All amounts have been retroactively restated for the tire accounting policy change. See Note 2 to our consolidated financial statements for detailed changes by line item

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Shareholders' Deficit

12 Months Ended

Dec. 31, 2011

Shareholders' Deficit [Abstract]

Shareholders' Deficit

14. Shareholders' Deficit

The Company designated one of the authorized shares of preferred stock as its Series A Voting Preferred Stock. The Series A Voting Preferred Stock has a $1 liquidation value and entitles the holder to elect two directors to the Company's Board of Directors. The one share of Series A Voting Preferred Stock was issued to the IBT on July 22, 2011 in connection with the restructuring. The Series A Voting Preferred Stock was recorded at its liquidation value.

The Company designated 4,999,999 of the authorized shares of preferred stock as its Series B Preferred Stock. As part of the restructuring, we issued 4,999,999 shares of Series B Preferred Stock to satisfy a portion of the outstanding credit agreement claims (3,717,948 shares) and to satisfy our obligation to the IBT for their modifications of the MOU in both 2009 and 2010 (1,282,051 shares). On September 16, 2011, these preferred shares were immediately convertible into our common stock upon effectiveness of the Charter Agreement Merger and increase in authorized common shares. At the date of issuance, July 22, 2011, the Company did not have sufficient authorized and unissued common shares to satisfy the conversion of all of the Series B Preferred Stock and as such, the Company considered the guidance under ASC Topic 815-40 and determined that conversion was not within the Company's control for the Series B Preferred Stock and therefore classified the Series B Preferred Stock as temporary equity for the period July 22, 2011 through September 16, 2011, at which such time the Series B Preferred Stock converted into common shares.

The Series B Preferred Stock contained a beneficial conversion feature that was in-the-money on July 22, 2011. The $58.1 million fair value of the Series B Preferred Stock was allocated to this beneficial conversion feature at July 22, 2011, resulting in a discount recorded against the Series B Preferred Stock of $58.1 million, with the offset recorded to 'Capital surplus'. Upon effectiveness of the Charter Agreement Merger and increase in authorized common shares on September 16, 2011, the $58.1 million discount recorded against the Series B Preferred Stock was amortized into 'Accumulated deficit'.

The amortization of the discount recorded against the Series B Preferred Stock increased the net loss attributable to common shareholders in the calculation of basic and diluted loss per share.

On September 16, 2011, the Company's stockholders approved the following:

•

an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's capital stock from 85.0 million shares to 10.005 billion shares of which five million shares are preferred stock, par value $1.00 per share, and 10.0 billion shares are common stock, par value $0.01 per share; and

•

an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's common stock following the effectiveness of the authorized share increase described above, at a ratio to be determined by the Company's board of directors and within a range of one—for-50 to one-for-30; and reduce the number of authorized shares of the Company's common stock by the reverse split ratio.

On September 16, 2011, the Company filed a Certificate of Merger with the Delaware Secretary of State in connection with which the Company's certificate of incorporation was amended and restated. This amended and restated certificate of incorporation (the "New Charter") increased the Company's authorized capital stock to 10.005 billion shares of capital stock, consisting of 5.0 million shares of preferred stock, par value $1.00 per share, and 10.0 billion shares of common stock, par value $0.01 per share.

The board of directors approved a reverse stock split effective December 1, 2011 at a ratio of 1:300. The reverse stock split was effective on NASDAQ on December 2, 2011. Fractional shares were not issued in connection with the reverse stock split. Fractional shares were collected and pooled by our transfer agent and sold in the open market and the proceeds were allocated to the stockholders' respective accounts pro rata in lieu of fractional shares.

See Note 2 to our consolidated financial statements for additional disclosures regarding the effects of the reverse stock split.

On February 17, 2010, the Company's stockholders approved the following:

•

an amendment to the Company's Certificate of Incorporation to reduce the par value of the Company's common stock from $1.00 to $0.01 per share; and increase the number of authorized shares of the Company's capital stock from 9.8 million shares to 85.0 million shares of which five million shares are preferred stock, par value $1.00 per share, and 80.0 million shares are common stock, par value $0.01 per share; and

•

an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's common stock following the effectiveness of the par value reduction and the authorized share increase described above, at a ratio to be determined by the Company's board of directors and within a range of one-to-five to one-for-25; and reduce the number of authorized shares of the Company's common stock by the reverse split ratio.

On February 17, 2010, the Company filed the amendment to its Certificate of Incorporation to increase its authorized common stock and change the par value of the stock. Effective with that amendment, 4.3 million shares of the Class A preferred stock automatically converted into 0.1 million shares of common stock at a ratio of 34.04 shares of common stock for each share of Class A preferred stock.

The board of directors approved a reverse stock split effective September 30, 2010 at a ratio of 1:25. The reverse stock split was effective on NASDAQ on October 1, 2010. Fractional shares were not issued in connection with the reverse stock split. Fractional shares were collected and pooled by our transfer agent and sold in the open market and the proceeds were allocated to the stockholders' respective accounts pro rata in lieu of fractional shares.

See Note 2 to our consolidated financial statements for additional disclosures regarding the effects of the reverse stock split.

As discussed in Note 9 to our consolidated financial statements, on May 3, 2010, we entered into an At Market Issuance Sales Agreement. During the three months ended June 30, 2010, we sold 6,000 shares for net proceeds of $15.4 million. No additional At the Market transactions were completed during the remaining period in 2010.

In connection with Amendment No. 18 to the ABS Facility, we paid fees to the Co-Agents (the "Closing Fees"). The Closing Fees were paid by the Company by the issuance to the Co-Agents (or their designees) of an aggregate of 3,000 shares of common stock of the Company, par value $0.01 per share, of which a portion were issued as of June 30, 2010 and the remaining were issued on July 22, 2010.

On December 31, 2009, we issued 4.3 million shares of preferred stock in exchange for certain outstanding notes. The Class A preferred stock had a par value of $1.00 per share and a liquidation preference of $50.00 per share; holders were entitled to vote with holders of common stock on an as-if converted basis. The preferred stock did not accrue dividends and was not subject to any mandatory redemption. Our preferred stock was recorded at $90.67 per share and was classified as a Level 3 instrument within the fair value hierarchy, as its valuation required substantial judgment and estimation of factors that were not observable in the market due to the lack of tracking of the preferred stock at December 31, 2009.

The following reflects the activity in the shares of our preferred and common stock for the years ended December 31:


	Preferred Shares								Common Shares
(in thousands)	2011			2010			2009		2011		2010		2009
Beginning balance		—			4,346			—		159		13		8
Issuance of Series A Voting preferred stock in exchange for debt ^(a)		—			—			—		—		—		—
Issuance of Series B preferred stock in exchange for debt		5,000			—			—		—		—		—
Conversion of Series B preferred stock to common stock		(5,000	)		—			—		6,210		—		—
Issuance of Class A preferred stock in exchange for debt		—			—			4,346		—		—		—
Conversion of Class A preferred stock to common stock		—			(4,346	)		—		—		128		—
Issuance of equity in exchange for debt		—			—			—		478		9		5
Shares issued for amendment closing fees		—			—			—		—		3		—
At the market issuances		—			—			—		—		6		—

Ending balance		—			—			4,346		6,847		159		13

(a)	One share of Series A Voting preferred stock was issued to the IBT for the right to elect two members of the Board of Directors.

Our current Credit Agreement restricts the ability of YRC Worldwide to declare dividends on its outstanding capital stock.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

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-Article 4
-Section 08
-Paragraph d

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-Name Accounting Research Bulletin (ARB)
-Number 43
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Article 4

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-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=6521494

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+ Details

Loss Per Common Share	12 Months Ended
Loss Per Common Share	Dec. 31, 2011
Loss Per Common Share [Abstract]
Loss Per Common Share	15. Loss per Common Share Due to the issuance of the Class A preferred stock on December 31, 2009, we have adopted FASB ASC Topic 260-10-45-60 which provides clarification of what is meant by a "participating security" and provides guidance on applying the two-class method for computing earnings per share ("EPS"). The new preferred stock was determined to be a participating security as it could participate in dividends with common stockholders according to a predetermined formula. However, due to our current loss position and the fact that no dividends have been declared or paid in 2011 or 2010, the two class method did not impact our basic or diluted EPS calculation for any of the periods presented in the accompanying statements of consolidated operations in which the Class A preferred stock was outstanding. We present both basic and diluted EPS amounts. Basic EPS is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the year which is calculated using the treasury stock method for stock options and restricted stock units, the if-converted method for preferred stock, and assumes conversion of our convertible senior notes based on the related fiscal year financial data. The impacts of the preferred stock, options and restricted stock units were excluded from the calculation of diluted earnings per share because the effects are antidilutive. In addition, the computation of the assumed conversion of the convertible senior notes includes inputs of the year-to-date average stock price relative to the stated conversion price. If this relationship is such that the year-to-date average stock price is less then the stated conversion price, the computed shares would be antidilutive under the treasury stock method. Antidilutive options, restricted stock and share units were 302,700, 37,300 and 2,300 at December 31, 2011, 2010 and 2009, respectively. Antidilutive convertible senior note conversion shares were 24 at December 31, 2009 with no corresponding amount at December 31, 2011 and 2010. Antidilutive 6% convertible senior note conversion shares were 17,616 and 18,347 as of December 31, 2011 and 2010 with no corresponding amount at December 31, 2009. Antidilutive Series A convertible note conversion shares were 5,904,000 as of December 31, 2011 with no corresponding amount at December 31, 2010 and 2009. Antidilutive Series B convertible note conversion shares were 7,261,000 as of December 31, 2011 with no corresponding amount at December 31, 2010 and 2009.

Commitments, Contingencies, And Uncertainties

12 Months Ended

Dec. 31, 2011

Commitments, Contingencies, And Uncertainties [Abstract]

Commitments, Contingencies, And Uncertainties

16. Commitments, Contingencies, and Uncertainties

Financial Matters

We incur rental expenses under noncancelable lease agreements for certain buildings and operating equipment. Rental expense is charged to "Operating expense and supplies" or "Purchased transportation" on the accompanying statements of operations. Rental expense was $79.4 million, $77.4 million, and $121.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.

At December 31, 2011, we were committed under noncancelable lease agreements requiring minimum annual rentals payable as follows:


(in millions)	2012		2013		2014		2015		2016		Thereafter
Minimum annual rentals	$	48.3	$	27.9	$	20.2	$	12.2	$	7.5	$	21.2

We expect in the ordinary course of business that leases will be renewed or replaced as they expire. The leases provide for fixed and escalating rentals and contingent escalating rentals based on the Consumer Price Index not to exceed certain specified amounts. We record rent expense for our operating leases on a straight-line basis over the base term of the lease agreements. In many cases our leases are entered into by a subsidiary and a parent guarantee is issued. The maximum potential amount of undiscounted future payments under the guarantee are the same as the minimum annual rentals disclosed above.

As of December 31, 2011 we have approximately $42.1 million committed for capital expenditures to be completed during 2012.

401(k) Class Action Suit

Four class action complaints were filed in the U.S. District Court for the District of Kansas against the Company and certain of its current and former officers and former directors, alleging violations of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), based on similar allegations and causes of action. On November 17, 2009, Eva L. Hanna and Shelley F. Whitson, former participants in the Yellow Roadway Corporation Retirement Savings Plan, filed a class action complaint on behalf of certain persons participating in the plan (or plans that merged with the plan) from April 6, 2009 to the present; on December 7, 2009, Daniel J. Cambra, a participant in the Yellow Roadway Corporation Retirement Savings Plan, filed a class action complaint on behalf of certain persons participating in the plan (or plans that merged with the plan) from October 25, 2007 to the present; on January 15, 2010, Patrick M. Couch, a participant in one of the merged 401(k) plans, filed a class action complaint on behalf of certain persons participating in the plan (or plans that merged with the plan) from March 23, 2006 to the present; and on April 21, 2010, Tawana Franklin, a participant in the YRC Worldwide 401(k) Plan, filed a class action complaint on behalf of certain persons participating in the plan (or plans that merged with the plan) from October 25, 2007 to the present.

In general, the complaints allege that the defendants breached their fiduciary duties under ERISA by providing participants Company common stock as part of their matching contributions and by not removing the stock fund as an investment option in the plans in light of the Company's financial condition. Although some Company matching contributions were made in Company common stock, participants were not permitted to invest their own contributions in the Company stock fund. The complaints allege that the defendants failed to prudently and loyally manage the plans and assets of the plans; imprudently invested in Company common stock; failed to monitor fiduciaries and provide them with accurate information; breached the duty to properly appoint, monitor, and inform the Benefits Administrative Committee; misrepresented and failed to disclose adverse financial information; breached the duty to avoid conflict of interest; and are subject to co-fiduciary liability. Each of the complaints seeks, among other things, an order compelling defendants to make good to the plan all losses resulting from the alleged breaches of fiduciary duty, attorneys' fees, and other injunctive and equitable relief. Based on the four separate complaints previously filed, the Company believes the allegations are without merit.

On March 3, 2010, the Court entered an order consolidating three of the four cases and, on April 1, 2010, the plaintiffs filed a consolidated complaint. The consolidated complaint asserts the same claims as the previously-filed complaints but names as defendants certain former officers of the Company in addition to those current and former officers and former directors that have already been named. The fourth case (Franklin) was consolidated with the first three cases on May 12, 2010. On April 6, 2011, the court certified a class consisting of all 401(k) Plan participants or beneficiaries who held YRCW stock in their accounts between October 25, 2007 and the present.

On October 31, 2011, the parties entered into a settlement agreement with respect to 401(k) Plan participants and beneficiaries who held YRCW stock in their accounts between October 25, 2007 and June 8, 2011. The agreed to settlement amount of $6.5 million will be paid entirely by our insurer. Because the case was certified as a class action, the Court must approve the settlement after providing notice to members of the class and an opportunity to be object. However, because this is a "mandatory class," class members cannot "opt out" of the settlement. The Court has scheduled a Fairness Hearing for March 6, 2012, and notices have been sent to class members. We have every reason to believe the Court will approve the settlement. If approved, the settlement will be binding on all class members and will provide a complete release of claims as to all of the named defendants. The named defendants and their immediate family members are excluded from the class and will not share in the settlement.

ABF Lawsuit

On November 1, 2010, ABF Freight System, Inc. ("ABF") filed a complaint in the U.S. District Court for the Western District of Arkansas against several parties, including YRC Inc., New Penn Motor Express, Inc. and USF Holland Inc. (each a subsidiary of the Company) and the International Brotherhood of Teamsters and the local Teamster unions party to the National Master Freight Agreement ("NMFA") alleging violation of the NMFA due to modifications to the NMFA that have provided relief to the Company's subsidiaries that are party to the NMFA without providing the same relief to ABF. The complaint seeks to have the modifications to the NMFA declared null and void and seeks damages of $750 million from the named defendants. The Company believes the allegations are without merit and intends to vigorously defend the claims.

On December 17, 2010, the U.S. District Court for the Western District of Arkansas dismissed the complaint. ABF appealed the dismissal on January 18, 2011 to the U.S. Court of Appeals for the 8th Circuit. On July 6, 2011, the Court of Appeals vacated the U.S. District Court's dismissal of the litigation on jurisdictional grounds and remanded the case back to the U.S. District Court for further proceedings. ABF filed an amended complaint on October 12, 2011, which contains allegations consistent with the original complaint. The Company's subsidiaries have filed a motion to dismiss the amended complaint, which is pending before the Court. The ultimate outcome of this case is not determinable. Therefore, we have not recorded any liability for this matter.

Securities Class Action Suit

On February 7, 2011, a putative class action was filed by Bryant Holdings LLC in the United States District Court for the District of Kansas on behalf of purchasers of the Company's securities between April 24, 2008 and November 2, 2009, inclusive (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of 1934, as amended. The complaint alleges that, throughout the Class Period, the Company and certain of its current and former officers failed to disclose material adverse facts about the Company's true financial condition, business and prospects. Specifically, the complaint alleges that defendants' statements were materially false and misleading because they misrepresented and overstated the financial condition of the Company and caused shares of the Company's common stock to trade at artificially inflated levels throughout the Class Period. Bryant Holdings LLC seeks to recover damages on behalf of all purchasers of the Company's securities during the Class Period. The Company believes the allegations are without merit and intends to vigorously defend the claims. On April 8, 2011, an individual (Stan Better) and a group of investors (including Bryant Holdings LLC) filed competing motions seeking to be named the lead plaintiff in the lawsuit. The Court appointed them as co-lead plaintiffs in the lawsuit on August 22, 2011. Plaintiffs' filed their amended complaint on October 21, 2011, which contains allegations consistent with the original complaint. The Company has filed a motion to dismiss the amended complaint, briefing of which is expected to continue through March 2012. The ultimate outcome of this case is not determinable. Therefore, we have not recorded any liability for this matter.

Other Legal Matters

We are involved in other litigation or proceedings that arise in ordinary business activities. We insure against these risks to the extent deemed prudent by our management, but no assurance can be given that the nature and amount of such insurance will be sufficient to fully indemnify us against liabilities arising out of pending and future legal proceedings. Many of these insurance policies contain self-insured retentions in amounts we deem prudent. Based on our current assessment of information available as of the date of these financial statements, we believe that our financial statements include adequate provisions for estimated costs and losses that may be incurred with regard to the litigation and proceedings to which we are a party.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2011
Related Party Transactions [Abstract]
Related Party Transactions	17. Related Party Transactions On July 22, 2011, Harry Wilson was elected as a director of the Company. Mr. Wilson is Chairman and Chief Executive Officer of MAEVA Advisors, LLC ("MAEVA") which provided certain financial advisory services in connection with the restructuring to the Joint Management and Labor Committee of the Company (the "JMLC") pursuant to a letter agreement dated January 19, 2011 between the JMLC and MAEVA. The letter agreement was terminated effective immediately following the closing of the restructuring except for the provisions that the Company's board of directors would consider and vote on an additional fee proposal from MAEVA for services provided to the JMLC in connection with the restructuring and the indemnification of MAEVA against losses in connection with the services provided by MAEVA under the letter agreement. The Company paid to MAEVA approximately $7.1 million pursuant to the letter agreement, all of which was expensed during the year ended December 31, 2011 with no corresponding amounts during the years ended December 31, 2010 or 2009. The payment includes a $6.0 million success fee related to the closing of the restructuring, plus reimbursement for reasonable and actual expenses. The Company paid $3.0 million of the success fee at the closing of the restructuring and the remaining $3.0 million was included in accounts payable as of December 31, 2011 and was paid in January 2012. On February 15, 2011, the Company entered into a letter agreement with Alvarez & Marsal North America, LLC ("A&M"), effective as of December 31, 2010 (the "Letter Agreement"), that terminated prior agreements with A&M except for provisions dealing primarily with confidentiality and indemnification obligations. Pursuant to the Letter Agreement, A&M provided the Company with services in connection with the restructuring. Representatives of A&M reported directly to the Board and the Chief Executive Officer. The Company agreed to pay A&M $225.00 to $775.00 per hour for the services of its personnel provided under the Letter Agreement plus reimbursement for reasonable out-of-pocket expenses. On July 22, 2011, the Company's board of directors approved Jamie G. Pierson, an employee of A&M, to serve as interim chief financial officer of the Company, beginning on August 9, 2011. Mr. Pierson had been working with the Company since early 2009. In connection with Mr. Pierson's appointment, the Company entered into a letter agreement (the "Second Letter Agreement") with A&M that terminated the Letter Agreement. Pursuant to the Second Letter Agreement, Mr. Pierson served as interim chief financial officer and additional A&M engagement personnel provided services as set forth in the Second Letter Agreement. Mr. Pierson and the other engagement personnel agreed to, among other things, assist our chief executive officer in performing a financial review of the Company, develop additional business plans and alternatives for maximizing the enterprise value of the Company, and identify and implement possible cost reduction and operations improvement opportunities. Mr. Pierson and the other engagement personnel reported directly to the Company's board of directors and the chief executive officer, or such other officers as directed by the board of directors. The Company agreed to pay A&M between $225.00 to $775.00 per hour with respect to the services provided by the other engagement personnel and $650.00 per hour for Mr. Pierson's services plus reimbursement for reasonable out-of-pocket expenses. In addition, the Second Letter Agreement provided for A&M to retain the $300,000 retainer initially paid, which will be credited against any amounts due at the termination of the Second Letter Agreement and returned upon satisfaction of all obligations under the Second Letter Agreement. During the years ended December 31 2011, 2010 and 2009 the Company expensed approximately $6.4 million, $8.5 million, and $12.0 million for the services of Mr. Pierson and the other personnel pursuant to the Letter Agreement, the Second Letter Agreement and the Third Letter Agreement. As of December 31, 2011 and 2010, there was $0.2 million included in accounts payable related to this agreement. On November 3, 2011, the Company appointed Mr. Pierson as Executive Vice President and Chief Financial Officer of the Company, and he ceased being employed by A&M. The Company and A&M entered into a letter agreement (the "Third Letter Agreement") with A&M that terminated the Second Letter Agreement. The Third Letter Agreement reflects the arrangement with respect to A&M personnel after Mr. Pierson became an employee of the Company. While employed by A&M, Mr. Pierson was, and the other engagement personnel are, independently compensated pursuant to arrangements with A&M, over which the Company has no control, and Mr. Pierson and other engagement personnel were not compensated by the Company and did not participate in any of the Company's employee benefits.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2011

Condensed Consolidating Financial Statements [Abstract]

Condensed Consolidating Financial Statements

18. Condensed Consolidating Financial Statements

Guarantees of the 6% Convertible Senior Notes Due 2014

On February 23, 2010, and August 3, 2010, we issued $70 million in aggregate principal amount of our 6% convertible senior notes due 2014 (the "6% Notes"). In connection with the 6% Notes, the following 100% owned subsidiaries of YRC Worldwide have issued guarantees in favor of the holders of the notes: YRC Inc., YRC Enterprise Services, Inc., Roadway LLC, Roadway Next Day Corporation, YRC Regional Transportation, Inc., USF Holland Inc., USF Reddaway Inc., USF Glen Moore Inc. and YRC Logistics Services, Inc. Each of the guarantees is full and unconditional and joint and several, subject to customary release provisions. Effective August 4, 2010, Global.com Lines Inc. was released as a guarantor in connection with its merger with and into YRC Logistics Global, LLC. Effective August 13, 2010, YRC Logistics, Inc. and YRC Logistics Global, LLC were released as guarantors in connection with the sale of YRC Logistics. Effective December 31, 2011, USF Sales Corporation and IMUA Handling Corporation were released as guarantors in connection with their merger with and into YRC Regional Transportation, Inc.

The condensed consolidating financial statements are presented in lieu of separate financial statements and other related disclosures of the subsidiary guarantors and issuer because management does not believe that such separate financial statements and related disclosures would be material to investors. There are currently no significant restrictions on the ability of YRC Worldwide or any guarantor to obtain funds from its subsidiaries by dividend or loan.

The following represents condensed consolidating financial information as of December 31, 2011 and 2010, with respect to the financial position and for the years ended December 31, 2011, 2010 and 2009, for results of operations and cash flows of YRC Worldwide and its subsidiaries. The Parent column presents the financial information of YRC Worldwide, the primary obligor of the convertible senior notes. The Guarantor Subsidiaries column presents the financial information of all guarantor subsidiaries of the convertible senior notes. The Non-Guarantor Subsidiaries column presents the financial information of all non-guarantor subsidiaries, including those subsidiaries that are governed by foreign laws and YRCW Receivables LLC, the special-purpose entity that is associated with our ABL facility.

Condensed Consolidating Balance Sheets


December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	142		$	20		$	39		$	—		$	201
Intercompany advances receivable		—			(46	)		46			—			—
Accounts receivable, net		5			9			463			—			477
Prepaid expenses and other		92			78			(10	)		—			160

Total current assets		239			61			538			—			838
Property and equipment		—			2,887			188			—			3,075
Less – accumulated depreciation		—			(1,639	)		(99	)		—			(1,738	)

Net property and equipment		—			1,248			89			—			1,337
Investment in subsidiaries		2,228			127			(13	)		(2,342	)		—
Receivable from affiliate		(1,123	)		645			478			—			—
Intangibles and other assets		387			216			58			(350	)		311

Total assets	$	1,731		$	2,297		$	1,150		$	(2,692	)	$	2,486

Intercompany advances payable	$	(1	)	$	(218	)	$	419		$	(200	)	$	—
Accounts payable		31			103			17			1			152
Wages, vacations and employees' benefits		24			173			13			—			210
Claims and insurance accruals		158			15			5			—			178
Other current and accrued liabilities		(38	)		144			20			—			126
Current maturities of long-term debt		7			—			3			—			10

Total current liabilities		181			217			477			(199	)		676
Payable to affiliate		—			—			150			(150	)		—
Long-term debt, less current portion		1,083			—			262			—			1,345
Deferred income taxes, net		176			(149	)		5			—			32
Pension and postretirement		440			—			—			—			440
Claims and other liabilities		347			5			—			—			352
Commitments and contingencies
YRC Worldwide Inc. Shareholders' equity (deficit)		(496	)		2,224			260			(2,343	)		(355	)
Non-controlling interest		—			—			(4	)		—			(4	)

Total Shareholders' equity (deficit)		(496	)		2,224			256			(2,343	)		(359	)

Total liabilities and shareholders' equity (deficit)	$	1,731		$	2,297		$	1,150		$	(2,692	)	$	2,486


December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	120		$	10		$	13		$	—		$	143
Intercompany advances receivable		—			(38	)		38			—			—
Accounts receivable, net		9			2			431			—			442
Prepaid expenses and other		(46	)		240			(11	)		—			183

Total current assets		83			214			471			—			768
Property and equipment		—			3,052			188			—			3,240
Less – accumulated depreciation		—			(1,619	)		(91	)		—			(1,710	)

Net property and equipment		—			1,433			97			—			1,530
Investment in subsidiaries		2,226			130			31			(2,387	)		—
Receivable from affiliate		(549	)		840			(291	)		—			—
Intangibles and other assets		327			230			67			(350	)		274

Total assets	$	2,087		$	2,847		$	375		$	(2,737	)	$	2,572

Intercompany advances payable	$	121		$	269		$	(190	)	$	(200	)	$	—
Accounts payable		20			96			31			—			147
Wages, vacations and employees' benefits		25			158			13			—			196
Claims and insurance accruals		159			15			3			—			177
Other current and accrued liabilities		100			168			8			—			276
Current maturities of long-term debt		99			—			124			—			223

Total current liabilities		524			706			(11	)		(200	)		1,019
Payable to affiliate		—			—			150			(150	)		—
Long-term debt, less current portion		837			—			—			—			837
Deferred income taxes, net		75			34			10			—			119
Pension and postretirement		448			—			—			—			448
Claims and other liabilities		354			6			—			—			360
Commitments and contingencies
YRC Worldwide Inc. Shareholders' equity (deficit)		(151	)		2,101			228			(2,387	)		(209	)
Non-controlling interest		—			—			(2	)		—			(2	)

Total Shareholders' equity (deficit)		(151	)		2,101			226			(2,387	)		(211	)

Total liabilities and shareholders' equity (deficit)	$	2,087		$	2,847		$	375		$	(2,737	)	$	2,572

Condensed Consolidating Statements of Operations


For the year ended December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	4,430		$	439		$	—	$	4,869

Operating expenses:
Salaries, wages and employees' benefits		4			2,599			211			—		2,814
Operating expenses and supplies		33			1,060			102			—		1,195
Purchased transportation		—			450			85			—		535
Depreciation and amortization		—			176			19			—		195
Other operating expenses		10			250			16			—		276
Gains on property disposals, net		—			(8	)		—			—		(8	)

Total operating expenses		47			4,527			433			—		5,007

Operating income (loss)		(47	)		(97	)		6			—		(138	)

Nonoperating (income) expenses:
Interest expense		122			(1	)		35			—		156
Other, net		345			(161	)		(116	)		—		68

Nonoperating (income) expenses, net		467			(162	)		(81	)		—		224

Income (loss) from continuing operations before income taxes		(514	)		65			87			—		(362	)
Income tax provision (benefit)		(20	)		(13	)		25			—		(8	)

Net income (loss) from continuing operations		(494	)		78			62			—		(354	)
Net loss from discontinued operations, net of tax		—			—			—			—		—

Net income (loss)		(494	)		78			62			—		(354	)
Less: Net loss attributable to non-controlling interest		—			—			(3	)		—		(3	)

Net income (loss) attributable to YRC Worldwide Inc.	$	(494	)	$	78		$	65		$	—	$	(351	)


For the year ended December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenue	$	—		$	3,942		$	397		$	(4	)	$	4,335

Operating expenses:
Salaries, wages and employees' benefits		14			2,478			211			—			2,703
Operating expenses and supplies		(14	)		885			74			—			945
Purchased transportation		—			389			71			(4	)		456
Depreciation and amortization		—			185			15			—			200
Other operating expenses		4			230			14			—			248
Gains on property disposals, net		—			3			2			—			5
Impairment charges		—			—			5			—			5

Total operating expenses		4			4,170			392			(4	)		4,562

Operating income (loss)		(4	)		(228	)		5			—			(227	)

Nonoperating (income) expenses:
Interest expense		130			(3	)		32			—			159
Equity investment impairment		—			—			12			—			12
Other, net		196			(123	)		(71	)		—			2

Nonoperating (income) expenses, net		326			(126	)		(27	)		—			173

Income (loss) from continuing operations before income taxes		(330	)		(102	)		32			—			(400	)
Income tax provision (benefit)		101			(218	)		22			—			(95	)

Net income (loss) from continuing operations		(431	)		116			10			—			(305	)
Net income (loss) from discontinued operations, net of tax		—			(24	)		1			—			(23	)

Net income (loss)		(431	)		92			11			—			(328	)
Less: Net loss attributable to non-controlling interest		—			—			(2	)		—			(2	)

Net income (loss) attributable to YRC Worldwide Inc.	$	(431	)	$	92		$	13		$	—		$	(326	)


For the year ended December 31, 2009 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenue	$	—		$	4,493		$	390		$	(12	)	$	4,871

Operating expenses:
Salaries, wages and employees' benefits		36			3,340			216			—			3,592
Operating expenses and supplies		(32	)		1,042			121			—			1,131
Purchased transportation		—			438			60			(12	)		486
Depreciation and amortization		—			229			17			—			246
Other operating expenses		2			292			16			—			310
Gains on property disposals, net		—			(11	)		(1	)		—			(12	)

Total operating expenses		6			5,330			429			(12	)		5,753

Operating loss		(6	)		(837	)		(39	)		—			(882	)

Nonoperating (income) expenses:
Interest expense		115			13			34			—			162
Equity investment impairment		—			—			30			—			30
Gain on debt redemption, net		(194	)		—			—			—			(194	)
Interest income		—			—			(1	)		—			(1	)
Other, net		70			(50	)		(10	)		—			10

Nonoperating (income) expenses, net		(9	)		(37	)		53			—			7

Income (loss) from continuing operations before income taxes		3			(800	)		(92	)		—			(889	)
Income tax provision (benefit)		56			(316	)		3			—			(257	)

Net loss from continuing operations		(53	)		(484	)		(95	)		—			(632	)
Net income from discontinued operations, net of tax		—			10			2			—			12

Net loss	$	(53	)	$	(474	)	$	(93	)	$	—		$	(620	)

Condensed Consolidating Statements of Cash Flows


For the year ended December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(335	)	$	264		$	45		$	—	$	(26	)

Investing activities:
Acquisition of property and equipment		—			(67	)		(4	)		—		(71	)
Proceeds from disposal of property and equipment		—			66			1			—		67
Disposition of affiliate		—			1			(1	)		—		—
Restricted amounts held in escrow		(156	)		—			—			—		(156	)
Other		2			—			1			—		3

Net cash provided by (used in) investing activities		(154	)		—			(3	)		—		(157	)

Financing activities:
Asset-backed securitization borrowings (payments), net		—			—			(123	)		—		(123	)
Issuance of long-term debt		179			—			263			—		442
Repayment of long-term debt		(46	)		—			(1	)		—		(47	)
Debt issuance costs		(23	)		—			(7	)		—		(30	)
Equity issuance costs		(1	)		—			—			—		(1	)
Intercompany advances / repayments		402			(254	)		(148	)		—		—

Net cash provided by (used in) financing activities		511			(254	)		(16	)		—		241

Net increase in cash and cash equivalents		22			10			26			—		58
Cash and cash equivalents, beginning of year		120			10			13			—		143

Cash and cash equivalents, end of year	$	142		$	20		$	39		$	—	$	201


For the year ended December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(141	)	$	19		$	123		$	—	$	1

Investing activities:
Acquisition of property and equipment		—			(18	)		(1	)		—		(19	)
Proceeds from disposal of property and equipment		—			76			10			—		86
Disposition of affiliate		43			—			(9	)		—		34
Other		2			—			3			—		5

Net cash provided by investing activities		45			58			3			—		106

Financing activities:
Asset-backed securitization borrowings (payments), net		—			—			(24	)		—		(24	)
Issuance of long-term debt		230			—			—			—		230
Repayment of long-term debt		(208	)		(51	)		(1	)		—		(260	)
Debt issuance costs		(17	)		—			(2	)		—		(19	)
Equity issuance costs		(17	)		—			—			—		(17	)
Equity issuance proceeds		16			—			—			—		16
Stock issued in connection with the 6% Notes		12			—			—			—		12
Intercompany advances / repayments		131			(26	)		(105	)		—		—

Net cash provided by (used in) financing activities		147			(77	)		(132	)		—		(62	)

Net increase (decrease) in cash and cash equivalents		51			—			(6	)		—		45
Cash and cash equivalents, beginning of year		69			10			19			—		98

Cash and cash equivalents, end of year	$	120		$	10		$	13		$	—	$	143


For the year ended December 31, 2009 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(108	)	$	(682	)	$	411		$	—	$	(379	)

Investing activities:
Acquisition of property and equipment		—			(33	)		(3	)		—		(36	)
Proceeds from disposal of property and equipment		—			131			2			—		133
Disposition of business line		—			32			—			—		32
Other		6			3			(3	)		—		6

Net cash provided by (used in) investing activities		6			133			(4	)		—		135

Financing activities:
Asset-backed securitization borrowings (payments), net		—			—			(1	)		—		(1	)
Issuance of long-term debt		332			—			—			—		332
Repayment of long-term debt		(246	)		(1	)		—			—		(247	)
Debt issuance costs		(47	)		—			(14	)		—		(61	)
Equity issuance costs		(6	)		—			—			—		(6	)
Intercompany advances / repayments		(157	)		547			(390	)		—		—

Net cash provided by (used in) financing activities		(124	)		546			(405	)		—		17

Net increase (decrease) in cash and cash equivalents		(226	)		(3	)		2			—		(227	)
Cash and cash equivalents, beginning of year		295			13			17			—		325

Cash and cash equivalents, end of year	$	69		$	10		$	19		$	—	$	98

Guarantees of the 10% Series A Convertible Senior Secured Notes and the 10% Series B Convertible Senior Secured Notes

On July 22, 2011, we issued $140 million in aggregate principal amount of new 10% series A convertible senior secured notes and $100 million in aggregate principal amount of new 10% series B convertible senior secured notes both due 2015 (collectively the "New Convertible Secured Notes"). In connection with the New Convertible Secured Notes, the following 100% owned subsidiaries of YRC Worldwide issued guarantees in favor of the holders of the New Convertible Secured Notes: YRC Inc., YRC Enterprise Services, Inc., Roadway LLC, Roadway Reverse Logistics, Inc., Roadway Express International, Inc., Roadway Next Day Corporation, New Penn Motor Express Inc., YRC Regional Transportation, Inc., USF Holland Inc., USF Reddaway Inc., USF Glen Moore Inc., YRC Logistics Services, Inc., USF Bestway Inc., USF Dugan Inc., USF RedStar LLC, YRC Mortgages, LLC, YRC Association Solutions Inc., YRC International Investments Inc., and Express Lane Services Inc. Each of the guarantees is full and unconditional and joint and several, subject to customary release provisions. Effective December 31, 2011, USF Technology Services Inc. was released as a guarantor in connection with its merger with and into USF Canada, Inc. Effective December 31, 2011, USF Sales Corporation, USF Canada Inc., USF Mexico Inc. USFreightways and IMUA Handling Corporation were released as guarantors in connection with their merger with and into YRC Regional Transportation, Inc.

The following represents condensed consolidating financial information as of December 31, 2011 and 2010, with respect to the financial position and for the years ended December 31, 2011 and 2010, for results of operations and the statement of cash flows of YRC Worldwide and its subsidiaries. The Parent column presents the financial information of YRC Worldwide, the primary obligor of the New Convertible Secured Notes. The Guarantor Subsidiaries column presents the financial information of all guarantor subsidiaries of the New Convertible Secured Notes. The Non-Guarantor Subsidiaries column presents the financial information of all non-guarantor subsidiaries, including those subsidiaries that are governed by foreign laws and YRCW Receivables LLC, the special-purpose entity that is associated with our ABL facility.

Condensed Consolidating Balance Sheets


December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	142		$	21		$	38		$	—		$	201
Intercompany advances receivable		—			(46	)		46			—			—
Accounts receivable, net		5			37			435			—			477
Prepaid expenses and other		92			85			(17	)		—			160

Total current assets		239			97			502			—			838
Property and equipment		—			3,020			55			—			3,075
Less – accumulated depreciation		—			(1,699	)		(39	)		—			(1,738	)

Net property and equipment		—			1,321			16			—			1,337
Investment in subsidiaries		2,228			121			(7	)		(2,342	)		—
Receivable from affiliate		(1,123	)		755			368			—			—
Intangibles and other assets		387			254			19			(349	)		311

Total assets	$	1,731		$	2,548		$	898		$	(2,691	)	$	2,486

Intercompany advances payable	$	(1	)	$	(218	)	$	419		$	(200	)	$	—
Accounts payable		31			107			13			1			152
Wages, vacations and employees' benefits		24			182			4			—			210
Claims and insurance accruals		158			16			4			—			178
Other current and accrued liabilities		(38	)		152			12			—			126
Current maturities of long-term debt		7			—			3			—			10

Total current liabilities		181			239			455			(199	)		676
Payable to affiliate		—			150			—			(150	)		—
Long-term debt, less current portion		1,083			—			262			—			1,345
Deferred income taxes, net		176			(149	)		5			—			32
Pension and postretirement		440			—			—			—			440
Claims and other liabilities		347			5			—			—			352
Commitments and contingencies
YRC Worldwide Inc. Shareholders' equity (deficit)		(496	)		2,303			180			(2,342	)		(355	)
Non-controlling interest		—			—			(4	)		—			(4	)

Total Shareholders' equity (deficit)		(496	)		2,303			176			(2,342	)		(359	)

Total liabilities and shareholders' equity (deficit)	$	1,731		$	2,548		$	898		$	(2,691	)	$	2,486


December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	120		$	9		$	14		$	—		$	143
Intercompany advances receivable		—			(38	)		38			—			—
Accounts receivable, net		9			31			402			—			442
Prepaid expenses and other		(46	)		222			7			—			183

Total current assets		83			224			461			—			768
Property and equipment		—			3,182			58			—			3,240
Less – accumulated depreciation		—			(1,672	)		(38	)		—			(1,710	)

Net property and equipment		—			1,510			20			—			1,530
Investment in subsidiaries		2,226			145			16			(2,387	)		—
Receivable from affiliate		(549	)		946			(397	)		—			—
Intangibles and other assets		327			274			23			(350	)		274

Total assets	$	2,087		$	3,099		$	123		$	(2,737	)	$	2,572

Intercompany advances payable	$	121		$	269		$	(190	)	$	(200	)	$	—
Accounts payable		20			100			27			—			147
Wages, vacations and employees' benefits		25			167			4			—			196
Claims and insurance accruals		159			15			3			—			177
Other current and accrued liabilities		100			171			5			—			276
Current maturities of long-term debt		99			—			124			—			223

Total current liabilities		524			722			(27	)		(200	)		1,019
Payable to affiliate		—			150			—			(150	)		—
Long-term debt, less current portion		837			—			—			—			837
Deferred income taxes, net		75			38			6			—			119
Pension and postretirement		448			—			—			—			448
Claims and other liabilities		354			6			—			—			360
Commitments and contingencies
YRC Worldwide Inc. Shareholders' equity (deficit)		(151	)		2,183			146			(2,387	)		(209	)
Non-controlling interest		—			—			(2	)		—			(2	)

Total Shareholders' equity (deficit)		(151	)		2,183			144			(2,387	)		(211	)

Total liabilities and shareholders' equity (deficit)	$	2,087		$	3,099		$	123		$	(2,737	)	$	2,572

Condensed Consolidating Statements of Operations


For the year ended December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating revenue	$	—		$	4,682		$	187		$	—	$	4,869

Operating expenses:
Salaries, wages and employees' benefits		4			2,741			69			—		2,814
Operating expenses and supplies		33			1,115			47			—		1,195
Purchased transportation		—			473			62			—		535
Depreciation and amortization		—			188			7			—		195
Other operating expenses		10			261			5			—		276
Gains on property disposals, net		—			(8	)		—			—		(8	)
Impairment charges		—			—			—			—		—

Total operating expenses		47			4,770			190			—		5,007

Operating loss		(47	)		(88	)		(3	)		—		(138	)

Nonoperating (income) expenses:
Interest expense		122			(1	)		35			—		156
Equity investment impairment		—			—			—			—		—
Other, net		345			(167	)		(110	)		—		68

Nonoperating (income) expenses, net		467			(168	)		(75	)		—		224

Income (loss) from continuing operations before income taxes		(514	)		80			72			—		(362	)
Income tax provision (benefit)		(20	)		(16	)		28			—		(8	)

Net income (loss) from continuing operations		(494	)		96			44			—		(354	)
Net loss from discontinued operations, net of tax		—			—			—			—		—

Net income (loss)		(494	)		96			44			—		(354	)
Less: Net loss attributable to non-controlling interest		—			—			(3	)		—		(3	)

Net income (loss) attributable to YRC Worldwide Inc.	$	(494	)	$	96		$	47		$	—	$	(351	)


For the year ended December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenue	$	—		$	4,169		$	170		$	(4	)	$	4,335

Operating expenses:
Salaries, wages and employees' benefits		14			2,617			72			—			2,703
Operating expenses and supplies		(14	)		926			33			—			945
Purchased transportation		—			407			53			(4	)		456
Depreciation and amortization		—			198			2			—			200
Other operating expenses		4			240			4			—			248
Gains on property disposals, net		—			3			2			—			5
Impairment charges		—			2			3			—			5

Total operating expenses		4			4,393			169			(4	)		4,562

Operating income (loss)		(4	)		(224	)		1			—			(227	)

Nonoperating (income) expenses:
Interest expense		130			(3	)		32			—			159
Equity investment impairment		—			—			12			—			12
Other, net		196			(137	)		(57	)		—			2

Nonoperating (income) expenses, net		326			(140	)		(13	)		—			173

Income (loss) from continuing operations before income taxes		(330	)		(84	)		14			—			(400	)
Income tax provision (benefit)		101			(208	)		12			—			(95	)

Net income (loss) from continuing operations		(431	)		124			2			—			(305	)
Net income (loss) from discontinued operations, net of tax		—			(24	)		1			—			(23	)

Net income (loss)		(431	)		100			3			—			(328	)
Less: Net loss attributable to non-controlling interest		—			—			(2	)		—			(2	)

Net income (loss) attributable to YRC Worldwide Inc.	$	(431	)	$	100		$	5		$	—		$	(326	)


For the year ended December 31, 2009 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenue	$	—		$	4,718		$	165		$	(12	)	$	4,871

Operating expenses:
Salaries, wages and employees' benefits		36			3,487			69			—			3,592
Operating expenses and supplies		(32	)		1,080			83			—			1,131
Purchased transportation		—			452			46			(12	)		486
Depreciation and amortization		—			242			4			—			246
Other operating expenses		2			303			5			—			310
Gains on property disposals, net		—			(11	)		(1	)		—			(12	)

Total operating expenses		6			5,553			206			(12	)		5,753

Operating loss		(6	)		(835	)		(41	)		—			(882	)

Nonoperating (income) expenses:
Interest expense		115			13			34			—			162
Equity investment impairment		—			—			30			—			30
Gain on debt redemption, net		(194	)		—			—			—			(194	)
Interest income		—			—			(1	)		—			(1	)
Other, net		70			(49	)		(11	)		—			10

Nonoperating (income) expenses, net		(9	)		(36	)		52			—			7

Income (loss) from continuing operations before income taxes		3			(799	)		(93	)		—			(889	)
Income tax provision (benefit)		56			(314	)		1			—			(257	)

Net loss from continuing operations		(53	)		(485	)		(94	)		—			(632	)
Net income from discontinued operations, net of tax		—			10			2			—			12

Net loss	$	(53	)	$	(475	)	$	(92	)	$	—		$	(620	)

Condensed Consolidating Statements of Cash Flows


For the year ended December 31, 2011 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(335	)	$	296		$	13		$	—	$	(26	)

Investing activities:
Acquisition of property and equipment		—			(70	)		(1	)		—		(71	)
Proceeds from disposal of property and equipment		—			66			1			—		67
Disposition of affiliate		—			1			(1	)		—		—
Restricted amounts held in escrow		(156	)		—			—			—		(156	)
Other		2			—			1			—		3

Net cash (used in) investing activities		(154	)		(3	)		—			—		(157	)

Financing activities:
Asset-backed securitization payments, net		—			—			(123	)		—		(123	)
Issuance of long-term debt		179			—			263			—		442
Repayment of long-term debt		(46	)		—			(1	)		—		(47	)
Debt issuance costs		(23	)		—			(7	)		—		(30	)
Equity issuance costs		(1	)		—			—			—		(1	)
Intercompany advances / repayments		402			(281	)		(121	)		—		—

Net cash provided by (used in) financing activities		511			(281	)		11			—		241

Net increase in cash and cash equivalents		22			12			24			—		58
Cash and cash equivalents, beginning of year		120			9			14			—		143

Cash and cash equivalents, end of year	$	142		$	21		$	38		$	—	$	201


For the year ended December 31, 2010 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(141	)	$	43		$	99		$	—	$	1

Investing activities:
Acquisition of property and equipment		—			(18	)		(1	)		—		(19	)
Proceeds from disposal of property and equipment		—			76			10			—		86
Disposition of affiliate		43			—			(9	)		—		34
Other		2			—			3			—		5

Net cash provided by investing activities		45			58			3			—		106

Financing activities:
Asset-backed securitization payments, net		—			—			(24	)		—		(24	)
Issuance of long-term debt		230			—			—			—		230
Repayment of long-term debt		(208	)		(51	)		(1	)		—		(260	)
Debt issuance costs		(17	)		—			(2	)		—		(19	)
Equity issuance costs		(17	)		—			—			—		(17	)
Equity issuance proceeds		16			—			—			—		16
Stock issued in connection with the 6% Notes		12			—			—			—		12
Intercompany advances / repayments		131			(51	)		(80	)		—		—

Net cash provided by (used in) financing activities		147			(102	)		(107	)		—		(62	)

Net increase (decrease) in cash and cash equivalents		51			(1	)		(5	)		—		45
Cash and cash equivalents, beginning of year		69			10			19			—		98

Cash and cash equivalents, end of year	$	120		$	9		$	14		$	—	$	143


For the year ended December 31, 2009 (in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(108	)	$	(682	)	$	411		$	—	$	(379	)

Investing activities:
Acquisition of property and equipment		—			(33	)		(3	)		—		(36	)
Proceeds from disposal of property and equipment		—			132			1			—		133
Disposition of business line		—			32			—			—		32
Other		6			3			(3	)		—		6

Net cash provided by (used in) investing activities		6			134			(5	)		—		135

Financing activities:
Asset-backed securitization payments, net		—			—			(1	)		—		(1	)
Issuance of long-term debt		332			—			—			—		332
Repayment of long-term debt		(246	)		(1	)		—			—		(247	)
Debt issuance costs		(47	)		—			(14	)		—		(61	)
Equity issuance costs		(6	)		—			—			—		(6	)
Intercompany advances / repayments		(157	)		543			(386	)		—		—

Net cash provided by (used in) financing activities		(124	)		542			(401	)		—		17

Net increase (decrease) in cash and cash equivalents		(226	)		(6	)		5			—		(227	)
Cash and cash equivalents, beginning of year		295			16			14			—		325

Cash and cash equivalents, end of year	$	69		$	10		$	19		$	—	$	98

Schedule II - Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2011

Schedule II - Valuation And Qualifying Accounts [Abstract]

Schedule II - Valuation And Qualifying Accounts

Schedule II

YRC Worldwide Inc. and Subsidiaries

Valuation and Qualifying Accounts

For the Years Ended December 31, 2011, 2010 and 2009


COL. A	COL. B		COL. C				COL. D			COL. E
			Additions
Description	Balance, Beginning Of Year		-1- Charged To Costs/ Expenses		-2- Charged To Other Accounts		Deductions^(a)			Balance, End Of Year
	(in millions)
Year ended December 31, 2011:
Deducted from asset account -
Allowance for uncollectible accounts	$	14.5	$	13.2	$	—	$	(15.7	)	$	12.0

Added to liability account -
Claims and insurance accruals	$	515.2	$	240.6	$	—	$	(255.1	)	$	500.7

Year ended December 31, 2010:
Deducted from asset account -
Allowance for uncollectible accounts	$	36.1	$	3.4	$	—	$	(25.0	)	$	14.5

Added to liability account -
Claims and insurance accruals	$	536.8	$	237.8	$	—	$	(259.4	)	$	515.2

Year ended December 31, 2009:
Deducted from asset account -
Allowance for uncollectible accounts	$	32.0	$	50.4	$	—	$	(46.3	)	$	36.1

Added to liability account -
Claims and insurance accruals	$	495.7	$	308.9	$	—	$	(267.8	)	$	536.8

(a)	Regarding the allowance for uncollectible accounts, amounts primarily relate to uncollectible accounts written off, net of recoveries and the disposition of Logistics. For the claims and insurance accruals, amounts primarily relate to payments of claims and insurance.