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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2019	Aug. 02, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Registrant Name	YRC Worldwide Inc.
Entity Central Index Key	0000716006
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding		36,274,655

Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Assets
Cash and cash equivalents	$ 117.5	$ 227.6
Restricted amounts held in escrow	0.0	0.0
Accounts receivable, net	538.7	470.3
Prepaid expenses and other	52.3	58.7
Total current assets	708.5	756.6
Property and Equipment:
Cost	2,767.2	2,765.9
Less – accumulated depreciation	(1,986.0)	(1,969.8)
Net property and equipment	781.2	796.1
Deferred income taxes, net	0.4	0.0
Operating lease right-of-use assets	373.9	0.0
Other assets	43.3	64.4
Total Assets	1,907.3	1,617.1
Liabilities and Shareholders’ Deficit
Accounts payable	188.0	178.0
Wages, vacations and employee benefits	239.1	223.6
Current operating lease liabilities	110.5	0.0
Claims and insurance accruals	113.5	112.8
Other accrued taxes	27.2	24.7
Other current and accrued liabilities	31.3	32.6
Current maturities of long-term debt	18.4	20.7
Total current liabilities	728.0	592.4
Other Liabilities:
Long-term debt, less current portion	833.9	854.2
Deferred income taxes, net	0.0	1.8
Pension and postretirement	194.7	202.9
Operating lease liabilities	243.7	0.0
Claims and other liabilities	277.1	271.3
Commitments and contingencies
Shareholders’ Deficit:
Preferred stock, $1 par value per share	0.0	0.0
Common stock, $0.01 par value per share	0.3	0.3
Capital surplus	2,330.2	2,327.6
Accumulated deficit	(2,281.1)	(2,208.4)
Accumulated other comprehensive loss	(326.8)	(332.3)
Treasury stock, at cost (410 shares)	(92.7)	(92.7)
Total shareholders’ deficit	(370.1)	(305.5)
Total Liabilities and Shareholders’ Deficit	$ 1,907.3	$ 1,617.1

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 1	$ 1
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Treasury stock, shares (in shares)	410	410

Statements of Consolidated Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Operating Revenue	$ 1,272.6	$ 1,326.5	$ 2,454.9	$ 2,541.0
Operating Expenses:
Salaries, wages and employee benefits	782.3	756.0	1,500.5	1,485.7
Fuel, operating expenses and supplies	228.3	242.0	464.2	472.2
Purchased transportation	158.0	177.2	304.3	332.6
Depreciation and amortization	38.5	37.6	78.5	75.3
Other operating expenses	57.4	60.6	121.2	123.2
(Gains) losses on property disposals, net	(6.2)	2.2	(4.6)	5.4
Impairment charges	0.0	0.0	8.2	0.0
Total operating expenses	1,258.3	1,275.6	2,472.3	2,494.4
Operating Income (Loss)	14.3	50.9	(17.4)	46.6
Nonoperating Expenses:
Interest expense	28.2	25.5	55.2	51.1
Non-union pension and postretirement benefits	0.5	(0.4)	0.8	(0.9)
Other, net	0.1	1.0	(0.1)	(0.9)
Nonoperating expenses, net	28.8	26.1	55.9	49.3
Income (loss) before income taxes	(14.5)	24.8	(73.3)	(2.7)
Income tax expense (benefit)	9.1	10.4	(0.6)	(2.5)
Net income (loss)	(23.6)	14.4	(72.7)	(0.2)
Other comprehensive income, net of tax	2.0	4.3	5.5	6.3
Comprehensive Income (Loss)	$ (21.6)	$ 18.7	$ (67.2)	$ 6.1
Average Common Shares Outstanding – Basic (in shares)	33,247	32,966	33,199	32,894
Average Common Shares Outstanding – Diluted (in shares)	33,247	33,794	33,199	32,894
Basic and Diluted Loss Per Share
Income (loss) Per Share – Basic (in dollars per share)	$ (0.71)	$ 0.44	$ (2.19)	$ 0.00
Income (loss) Per Share – Diluted (in dollars per share)	$ (0.71)	$ 0.43	$ (2.19)	$ 0.00

Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Operating Activities:
Net loss	$ (72.7)	$ (0.2)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation and amortization	78.5	75.3
Lease amortization and accretion expense	82.3	0.0
Lease payments	(75.4)	0.0
Equity-based compensation and employee benefits expense	9.5	12.1
(Gains)/losses on property disposals, net	(4.6)	5.4
Impairment charges	8.2	0.0
Deferred income tax benefit, net	(1.6)	0.0
Other noncash items, net	2.1	3.6
Changes in assets and liabilities, net:
Accounts receivable	(67.2)	(65.6)
Accounts payable	5.3	17.8
Other operating assets	(4.5)	(17.4)
Other operating liabilities	10.6	40.5
Net cash provided by (used in) operating activities	(29.5)	71.5
Investing Activities:
Acquisition of property and equipment	(70.6)	(46.5)
Proceeds from disposal of property and equipment	8.3	4.2
Net cash used in investing activities	(62.3)	(42.3)
Financing Activities:
Repayments of long-term debt	(17.5)	(14.6)
Payments for tax withheld on equity-based compensation	(0.8)	(1.6)
Net cash used in financing activities	(18.3)	(16.2)
Net Increase (Decrease) In Cash, Cash Equivalents and Restricted Amounts Held in Escrow	(110.1)	13.0
Cash, Cash Equivalents and Restricted Amounts Held in Escrow, Beginning of Period	227.6	145.7
Cash, Cash Equivalents and Restricted Amounts Held in Escrow, End of Period	117.5	158.7
Supplemental Cash Flow Information:
Interest paid	(50.6)	(49.4)
Income tax payment, net	$ (2.5)	$ (2.9)

Statement of Consolidated Shareholders' Deficit (Unaudited) - USD ($) $ in Millions	Total	Preferred Stock:	Common Stock:	Capital Surplus:	Accumulated Deficit:	Accumulated Other Comprehensive Loss:	Amortization of prior net losses	Amortization of prior service credit	Foreign currency translation adjustments	Treasury Stock, At Cost:
Beginning balance at Dec. 31, 2017	$ (353.5)	$ 0.0	$ 0.3	$ 2,323.3	$ (2,228.6)	$ (355.8)				$ (92.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	0.2			0.2
Net income (loss)	(14.6)				(14.6)
Change in other comprehensive income							$ 3.8	$ (0.1)	$ (1.7)
Ending balance at Mar. 31, 2018	(365.9)	0.0	0.3	2,323.5	(2,243.2)	(353.8)				(92.7)
Beginning balance at Dec. 31, 2017	(353.5)	0.0	0.3	2,323.3	(2,228.6)	(355.8)				(92.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(0.2)
Ending balance at Jun. 30, 2018	(344.1)	0.0	0.3	2,326.6	(2,228.8)	(349.5)				(92.7)
Beginning balance at Mar. 31, 2018	(365.9)	0.0	0.3	2,323.5	(2,243.2)	(353.8)				(92.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	3.1			3.1
Net income (loss)	14.4				14.4
Change in other comprehensive income							3.8	(0.1)	0.6
Ending balance at Jun. 30, 2018	(344.1)	0.0	0.3	2,326.6	(2,228.8)	(349.5)				(92.7)
Beginning balance at Dec. 31, 2018	(305.5)	0.0	0.3	2,327.6	(2,208.4)	(332.3)				(92.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	1.6			1.6
Net income (loss)	(49.1)				(49.1)
Change in other comprehensive income							3.2	(0.1)	0.4
Ending balance at Mar. 31, 2019	(349.5)	0.0	0.3	2,329.2	(2,257.5)	(328.8)				(92.7)
Beginning balance at Dec. 31, 2018	(305.5)	0.0	0.3	2,327.6	(2,208.4)	(332.3)				(92.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(72.7)
Ending balance at Jun. 30, 2019	(370.1)	0.0	0.3	2,330.2	(2,281.1)	(326.8)				(92.7)
Beginning balance at Mar. 31, 2019	(349.5)	0.0	0.3	2,329.2	(2,257.5)	(328.8)				(92.7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	1.0			1.0
Net income (loss)	(23.6)				(23.6)
Change in other comprehensive income							$ 1.6	$ (0.1)	$ 0.5
Ending balance at Jun. 30, 2019	$ (370.1)	$ 0.0	$ 0.3	$ 2,330.2	$ (2,281.1)	$ (326.8)				$ (92.7)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Description of Business

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Description of Business

YRC Worldwide Inc. (also referred to as “YRC Worldwide,” the “Company,” “we,” “us” or “our”) is a holding company that, through its operating subsidiaries, offers its customers a wide range of transportation services. We have one of the largest, most comprehensive less-than-truckload (“LTL”) networks in North America with local, regional, national and international capabilities. Through our team of experienced service professionals, we offer expertise in LTL shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. Our reporting segments include the following:

•

YRC Freight is the reporting segment that focuses on longer haul business opportunities with national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management. This reporting segment includes LTL subsidiaries YRC Inc. and YRC Freight Canada Company (both doing business as, and herein referred to as, “YRC Freight”) and HNRY Logistics, Inc. (“HNRY Logistics”), our customer-specific logistics solutions provider. In addition to the United States and Canada, YRC Freight also serves parts of Mexico and Puerto Rico.

•

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

At June 30, 2019, approximately 79% of our labor force is subject to collective bargaining agreements, which predominantly expire on March 31, 2024.

Basis of Presentation

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying Consolidated Financial Statements include the accounts of YRC Worldwide and its wholly owned subsidiaries. All 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. For ease of reference, the calendar quarter end dates are used herein.

We make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and notes. Actual results could differ from those estimates. We have prepared the Consolidated Financial Statements, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, we have made all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods included in these financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted from these statements pursuant to SEC rules and regulations. Accordingly, the accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Revenue Disaggregation

We considered the disclosure requirements for revenue disaggregation guidance in ASC Topic 606, Revenue from Contracts with Customers, and noted that our segments disaggregate our revenues based on geographic and time-based factors as our Regional Transportation segment carriers operate in a smaller geographic footprint and have a shorter length of haul as compared to our YRC Freight segment. For additional information, see the “Business Segments” footnote to the consolidated financial statements. The following table presents disaggregated revenue by revenue source between LTL shipments and total. LTL shipments are defined as shipments less than 10,000 pounds. Beginning in 2019, the Company disaggregated revenue for reporting of key operating metrics, including volume and yield metrics, due to the impacts from shipments over 10,000 pounds.



	Three Months				Six Months
YRC Freight segment (in millions)	2019		2018		2019		2018
LTL revenue	$	737.9	$	760.8	$	1,422.7	$	1,456.7
Other revenue	62.9		66.8		121.9		122.2
Total revenue	$	800.8	$	827.6	$	1,544.6	$	1,578.9



	Three Months				Six Months
Regional Transportation segment (in millions)	2019		2018		2019		2018
LTL revenue	$	438.2	$	458.3	$	843.2	$	882.6
Other revenue	33.6		40.7		67.2		79.7
Total revenue	$	471.8	$	499.0	$	910.4	$	962.3



	Three Months				Six Months
Consolidated (in millions)	2019		2018		2019		2018
LTL revenue	$	1,176.1	$	1,219.1	$	2,265.9	$	2,339.3
Other revenue	96.5		107.4		189.0		201.7
Total revenue	$	1,272.6	$	1,326.5	$	2,454.9	$	2,541.0

Newly-Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Additional qualitative and quantitative disclosures, including significant judgments made by management, are required. The new standard became effective for the Company for its annual reporting period beginning January 1, 2019, including interim periods within that reporting period. The Company adopted the standard using a modified retrospective approach with the effective date of the standard as the date of initial application.

The Company elected the package of three practical expedients which allows entities to not reassess initial direct costs, lease classification for existing or expired leases, and lease definition for existing or expired contracts as of the effective date of January 1, 2019. Additionally, the Company did not elect the hindsight method practical expedient which would have allowed us to reassess lease terms and impairment. For leases with a term of twelve months or less, the Company has made an accounting policy election in which the right of use lease (“ROU”) asset and lease liability will not be recognized on the consolidated balance sheet. The Company does not separate lease and non-lease components for its revenue equipment and real property leases. The Company reassessed the accounting for debt financing obligations under the new standard and determined the historical accounting remained appropriate under the new standard.

The adoption of this standard impacted our consolidated balance sheet through the recognition of $378.8 million in ROU assets and liabilities as of January 1, 2019. Lease deposits in the amount of $25.4 million were reclassified from assets to a reduction of long-term ROU liabilities upon adoption of the new standard.

The new lease standard will not impact the calculation of the total maximum leverage ratio covenant, which is defined under the terms of our credit agreement.

Impact of Recently-Issued Accounting Standards

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. The guidance modifies disclosure requirements for defined benefit plans. This guidance is effective for fiscal years ending after December 15, 2020, and early adoption is permitted. The Company assessed the potential impact of ASU 2018-14 on its consolidated financial statement disclosures and does not expect it to be material.

Debt and Financing

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Debt and Financing

Our outstanding debt as of June 30, 2019 consisted of the following:



As of June 30, 2019 (in millions)	Par Value			Discount			Debt Issuance Costs			Book Value			Average Effective Interest Rate
Term Loan	$	558.1		$	(6.5	)	$	(5.6	)	$	546.0		11.3	%	^(a)
ABL Facility	—			—			—			—			N/A
Secured Second A&R CDA	26.8			—			(0.1		)	26.7			8.0	%
Unsecured Second A&R CDA	46.7			—			(0.2		)	46.5			8.0	%
Lease financing obligations	233.4			—			(0.3		)	233.1			16.5	%	^(b)
Total debt	$	865.0		$	(6.5	)	$	(6.2	)	$	852.3
Current maturities of Term Loan	(14.3		)	—			—			(14.3		)
Current maturities of lease financing obligations	(2.6		)	—			—			(2.6		)
Current maturities of Unsecured Second A&R CDA	(1.5		)	—			—			(1.5		)
Long-term debt	$	846.6		$	(6.5	)	$	(6.2	)	$	833.9


(a)	Variable interest rate of 1, 3 or 6-month LIBOR, with a floor of 1.0%, plus a fixed margin of 8.50%.

(b) Interest rate for lease financing obligations is derived from the difference between total rent payment and calculated principal amortization over the life of lease agreements.

Liquidity

Our principal sources of liquidity are cash and cash equivalents, available borrowings under our asset-based loan facility (the

“ABL Facility”) and any prospective net cash flow from operations. As of June 30, 2019, our maximum availability under our ABL Facility was $81.6 million. Our Managed Accessibility was $39.3 million, which represents the maximum amount we would access on the ABL Facility and is adjusted for eligible receivables plus eligible borrowing base cash measured at June 30, 2019.

Our cash and cash equivalents and Managed Accessibility were $156.8 million.

For the December 31, 2018 borrowing base certificate, which was filed in January of 2019, we transferred $25.0 million of cash into restricted cash to maintain the 10% threshold, as permitted under the ABL Facility, which transfer effectively put our cash and cash equivalents and Managed Accessibility to $203.8 million.

The table below summarizes cash and cash equivalents and Managed Accessibility as of June 30, 2019 and December 31, 2018:



(in millions)	June 30, 2019		December 31, 2018
Cash and cash equivalents	$	117.5	$	227.6
Changes to restricted cash	—		(25.0		)
Managed Accessibility	39.3		1.2
Total cash and cash equivalents and Managed Accessibility	$	156.8	$	203.8

Credit Facility Covenants

The credit agreement (the “Term Loan Agreement”) governing our term loan facility (the “Term Loan”) has certain financial covenants, that, among other things, restrict certain capital expenditures and require us to comply with a maximum total leverage ratio covenant (defined as Consolidated Total Debt divided by Consolidated Adjusted EBITDA as defined below).

Our total maximum leverage ratio covenants are as follows:



Four Consecutive Fiscal Quarters Ending	Maximum Total Leverage Ratio	Four Consecutive Fiscal Quarters Ending	Maximum Total Leverage Ratio
June 30, 2019	3.25 to 1.00	September 30, 2020	2.75 to 1.00
September 30, 2019	3.25 to 1.00	December 31, 2020	2.75 to 1.00
December 31, 2019	3.00 to 1.00	March 31, 2021	2.75 to 1.00
March 31, 2020	3.00 to 1.00	June 30, 2021 and thereafter	2.50 to 1.00
June 30, 2020	3.00 to 1.00

Consolidated Adjusted EBITDA, defined in our Term Loan Agreement as “Consolidated EBITDA,” is a measure that reflects our earnings before interest, taxes, depreciation, and amortization expense, and is further adjusted for, among other things, letter of credit fees, equity-based compensation expense, net gains or losses on certain property disposals, restructuring charges, transaction costs related to issuances of debt, non-recurring consulting fees, non-cash impairment charges and the gains or losses from permitted dispositions, union vacation restoration charges and discontinued operations. Consolidated Total Debt, as defined in our Term Loan Agreement, is the aggregate principal amount of indebtedness outstanding. Our total leverage ratio for the four consecutive fiscal quarters ending June 30, 2019 was 3.12 to 1.00.

Impacts to our consolidated financial statements due to the implementation of ASC 842, Leases, on January 1, 2019 did not impact our calculation of the financial covenants included in our Term Loan Agreement as changes in generally accepted accounting principles subsequent to the date of the agreement are not required to be implemented for purposes of covenant calculations.

Risks and Uncertainties Regarding Compliance with Credit Facility Financial Covenants

We believe that our results of operations will be sufficient to allow us to comply with the covenants in the Term Loan Agreement for at least the next twelve months. Our ability to satisfy our liquidity needs and meet our future covenants during the next twelve months and thereafter is dependent upon our ability to achieve operating results that reflect improvement over our first half 2019 results. Although we are currently in compliance with the maximum total leverage ratio covenant under our Term Loan Agreement, the covenant levels tighten in the coming quarters. Means for improving our profitability include successful implementation of network optimization, and the realization of pricing, productivity and efficiency initiatives, as well as increased volume, all of which may not be within our control. If we are unable to achieve the improved results required to comply with this covenant in one or more quarters over the next twelve months, we will need to take more specific actions as described below.

We may decide to pay down a sufficient amount of the Term Loan to comply with the covenant. We currently believe that the results of our operations will be sufficient to allow us to make such payments and fund our operations for the next twelve months. Means for improving our ability to make such payments may include the requirement to pursue certain actions, including but not limited to, reducing capital expenditures for revenue equipment and technology, accelerating terminal closures identified through the network optimization plan, reducing headcount, and seeking additional cost reductions in the organization, all of which may not be within our control. Some of those actions might adversely affect our operations and financial performance over the long-term.

The Company is currently pursuing new financing alternatives, including a potential refinancing of the Term Loan Agreement to provide for less restrictive financial covenants, as well as potentially lowering interest rates and extending the maturity of the facility as compared to our current Term Loan Agreement.

Fair Value Measurement

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



	June 30, 2019				December 31, 2018
(in millions)	Book Value		Fair value		Book Value		Fair value
Term Loan	$	546.0	$	555.0	$	559.4	$	546.0
Lease financing obligations	233.1		232.4		242.2		234.7
Second A&R CDA	73.2		73.1		73.3		70.0
Total debt	$	852.3	$	860.5	$	874.9	$	850.7

The fair values of the Term Loan and the Second Amended and Restated Contribution Deferral Agreement (the “Second A&R CDA”) were estimated based on observable prices (level two inputs for fair value measurements). The fair value of the lease financing obligations is estimated using a publicly-traded secured loan with similar characteristics (level three input for fair value measurement).

Leases

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Leases

The Company determines if an arrangement is a lease or contains a lease at inception. We lease certain revenue equipment and real estate, predominantly through operating leases, and we have an immaterial number of leases in which we are a lessor. Operating leases are expensed on a straight-line basis over the life of the lease beginning on the lease commencement date. We determine the lease term by assuming the exercise of renewal options that are reasonably certain. The lease term is used to determine whether a lease is finance or operating and is used to calculate rent expense. Additionally, the depreciable life of leased assets and leasehold improvements is limited by the expected lease term. Operating lease balances are classified as operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities on our consolidated balance sheet. We have an immaterial amount of finance leases that are included in property and equipment, other current liabilities, and other long-term liabilities on our consolidated balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate adjusted for time to represent the rate we would have to pay to borrow on a collateralized basis based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease and we will adjust the life of the lease when it is reasonably certain that we will exercise these options.

We have lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. We have variable lease components, including lease payments with payment escalation based on the Consumer Price Index, and other variable items, such as common area maintenance and taxes.

Key assumptions include discount rate, the impact of purchase options and renewal options on our lease term, as well as the assessment of residual value guarantees.

Our revenue equipment leases generally have purchase options. However, in most circumstances we are not typically certain of exercising the purchase option as we may sign a new lease, return the equipment to the lessor, or exercise the option as circumstances dictate. Our revenue equipment leases often contain residual value guarantees, but they are not reflected in our lease liabilities as our lease rates are such that residual value guarantees are not expected to be owed at the end of our leases. Wrecked units are expensed in full upon damage and paid out to the lessor.

Our real estate leases will often have an option to extend the lease, but we are typically not reasonably certain of exercising options to extend as we have the ability to move to more advantageous locations over time, relocate to other leased and owned locations, or discontinue service from particular locations over time as customer demand changes.



Leases (in millions)	Classification	June 30, 2019
Assets
Operating lease assets	Operating lease right-of-use assets	$	373.9
Finance lease assets	Net property and equipment	2.7
Total leased assets		$	376.6
Liabilities
Current
Operating	Current operating lease liabilities	$	110.5
Finance	Other current and accrued liabilities	0.2
Noncurrent
Operating	Operating lease liabilities	243.7
Finance	Claims and other liabilities	3.4
Total lease liabilities		$	357.8




Lease Cost (in millions)	Classification	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Operating lease cost^(a)	Purchased transportation; Fuel, operating expenses and supplies	$	41.1	$	82.3
Short-term cost	Purchased transportation; Fuel, operating expenses and supplies	3.4		6.9
Variable lease cost	Purchased transportation; Fuel, operating expenses and supplies	1.8		3.3
Finance lease cost
Amortization of leased assets	Depreciation and amortization	0.1		0.3
Interest on lease liabilities	Interest expense	0.1		0.2
Total lease cost		$	46.5	$	93.0


(a)	Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statement of consolidated cash flows.



Remaining Maturities of Lease Liabilities	Operating Leases		Finance Leases		Total
(in millions)
2019	$	76.1	$	0.3	$	76.4
2020	134.4		0.6		135.0
2021	110.5		0.6		111.1
2022	60.2		0.6		60.8
2023	27.6		0.6		28.2
After 2023	17.8		4.2		22.0
Total lease payments	$	426.6	$	6.9	$	433.5
Less: Imputed interest	72.4		3.3		75.7
Present value of lease liabilities	$	354.2	$	3.6	$	357.8



Lease Term and Discount Rate	Weighted-Average Remaining Lease Term	Weighted-Average Discount Rate
(years and percent)
Operating leases	3.5	11.0%
Finance leases	10.2	11.2%



Other Information	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
(in millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases ^(a)	$	38.9	$	75.2
Operating cash flows from finance leases	0.1		0.2
Financing cash flows from finance leases	0.1		0.2
Leased assets obtained in exchange for new operating lease liabilities	$	34.7	$	53.8


(a)	Payments arising from operating leases and variable lease payments are reported in operating activities on the statements of consolidated cash flows.

Below is the Company’s contractual cash obligations table as of December 31, 2018, that disclosed operating lease payments for the next five years and thereafter. We had no material capital leases as of December 31, 2018.



			Payments Due by Period
(in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Operating leases	$	429.2	$	138.4	$	212.0	$	63.3	$	15.5

Leases

Key assumptions include discount rate, the impact of purchase options and renewal options on our lease term, as well as the assessment of residual value guarantees.



Leases (in millions)	Classification	June 30, 2019
Assets
Operating lease assets	Operating lease right-of-use assets	$	373.9
Finance lease assets	Net property and equipment	2.7
Total leased assets		$	376.6
Liabilities
Current
Operating	Current operating lease liabilities	$	110.5
Finance	Other current and accrued liabilities	0.2
Noncurrent
Operating	Operating lease liabilities	243.7
Finance	Claims and other liabilities	3.4
Total lease liabilities		$	357.8




Lease Cost (in millions)	Classification	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Operating lease cost^(a)	Purchased transportation; Fuel, operating expenses and supplies	$	41.1	$	82.3
Short-term cost	Purchased transportation; Fuel, operating expenses and supplies	3.4		6.9
Variable lease cost	Purchased transportation; Fuel, operating expenses and supplies	1.8		3.3
Finance lease cost
Amortization of leased assets	Depreciation and amortization	0.1		0.3
Interest on lease liabilities	Interest expense	0.1		0.2
Total lease cost		$	46.5	$	93.0


(a)	Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statement of consolidated cash flows.



Remaining Maturities of Lease Liabilities	Operating Leases		Finance Leases		Total
(in millions)
2019	$	76.1	$	0.3	$	76.4
2020	134.4		0.6		135.0
2021	110.5		0.6		111.1
2022	60.2		0.6		60.8
2023	27.6		0.6		28.2
After 2023	17.8		4.2		22.0
Total lease payments	$	426.6	$	6.9	$	433.5
Less: Imputed interest	72.4		3.3		75.7
Present value of lease liabilities	$	354.2	$	3.6	$	357.8



Lease Term and Discount Rate	Weighted-Average Remaining Lease Term	Weighted-Average Discount Rate
(years and percent)
Operating leases	3.5	11.0%
Finance leases	10.2	11.2%



Other Information	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
(in millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases ^(a)	$	38.9	$	75.2
Operating cash flows from finance leases	0.1		0.2
Financing cash flows from finance leases	0.1		0.2
Leased assets obtained in exchange for new operating lease liabilities	$	34.7	$	53.8


(a)	Payments arising from operating leases and variable lease payments are reported in operating activities on the statements of consolidated cash flows.



			Payments Due by Period
(in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Operating leases	$	429.2	$	138.4	$	212.0	$	63.3	$	15.5

Employee Benefits

6 Months Ended

Jun. 30, 2019

Retirement Benefits [Abstract]

Employee Benefits

Qualified and Nonqualified Defined Benefit Pension Plans

The following table presents the components of our Company-sponsored pension plan costs for the three and six months ended June 30:



	Three Months						Six Months
(in millions)	2019			2018			2019			2018
Service cost	$	—		$	0.1		$	—		$	0.2
Interest cost	11.4			10.9			22.8			21.8
Expected return on plan assets	(14.3		)	(15.1		)	(28.6		)	(30.2		)
Amortization of prior service credit	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Amortization of prior net pension loss	3.2			3.7			6.4			7.4
Total net periodic pension cost	$	0.2		$	(0.5	)	$	0.4		$	(1.0	)

We expect to contribute $9.9 million to our Company-sponsored pension plans in 2019, of which we have contributed $4.2 million through June 30, 2019.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Our effective tax rate for the three and six months ended June 30, 2019 was (62.8)% and 0.8%, respectively, compared to 41.9% and 92.6%, respectively for the three and six months ended June 30, 2018. The significant items impacting the 2019 rates include a benefit recognized due to application of the exception to the rules regarding intraperiod tax allocation, a provision for net state and foreign taxes, certain permanent items, and a change in the valuation allowance established for the net deferred tax asset balance projected for December 31, 2019. The significant items impacting the 2018 rates include a provision for net state and foreign taxes, foreign withholding taxes related to dividends from a foreign subsidiary, certain permanent items, and a change in the valuation allowance established for the net deferred tax asset balance that had been projected for December 31, 2018. We recognize valuation allowances on deferred tax assets if, based on the weight of the evidence, we determine it is more likely than not such assets will not be realized. Changes in valuation allowances are included in our tax provision in the period of change. In determining whether a valuation allowance is warranted, we evaluate factors such as prior years’ earnings history, expected future earnings, loss carry-forward periods, reversals of existing deferred tax liabilities and tax planning strategies that potentially enhance the likelihood of the realization of a deferred tax asset. At June 30, 2019 and December 31, 2018, substantially all of our net deferred tax assets were subject to a valuation allowance.

Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

We calculate basic earnings (loss) per share by dividing our net earnings (loss) available to common shareholders by our weighted-average shares outstanding at the end of the period. The calculation for diluted earnings (loss) per share adjusts the weighted average shares outstanding for our dilutive unvested shares and stock units using the treasury stock method. Our calculations for basic and dilutive earnings (loss) per share for three and six months ended June 30, 2019 and 2018 are as follows:



	Three Months					Six Months
(dollars in millions, except per share data; shares and stock units in thousands)	2019			2018		2019			2018
Basic and dilutive net income (loss) available to common shareholders	$	(23.6	)	$	14.4	$	(72.7	)	$	(0.2	)

Basic weighted average shares outstanding	33,247			32,966		33,199			32,894
Effect of dilutive securities:
Unvested shares and stock units^(a)	—			828		—			—
Dilutive weighted average shares outstanding	33,247			33,794		33,199			32,894

Basic earnings (loss) per share^(b)	$	(0.71	)	$	0.44	$	(2.19	)	$	0.00
Diluted earnings (loss) per share^(b)	$	(0.71	)	$	0.43	$	(2.19	)	$	0.00


(a)	Includes unvested shares of Common Stock, unvested stock units and vested stock units for which the underlying Common Stock has not been distributed.


(b)	Earnings (loss) per share is based on unrounded figures and not the rounded figures presented.

At June 30, 2019 and 2018, our anti-dilutive unvested shares, options, and stock units were approximately 325,000 and 57,000, respectively.

Business Segments

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Business Segments

We report financial and descriptive information about our reporting segments on a basis consistent with that used internally for evaluating segment performance and allocating resources to segments. We evaluate segment performance primarily on external revenue, operating income (loss), and operating ratio.

We charge management fees and other corporate service fees to our reporting segments based on the benefits received or an overhead allocation basis. Shared support functions include information technology, legal, financial services, revenue management, and other company-wide services. Corporate represents residual operating expenses of the holding company that are not attributable to any segment and remain unallocated. It also represents certain items that are permitted to be included in Adjusted EBITDA. Corporate identifiable assets primarily consist of cash and cash equivalents, restricted amounts held in escrow, and information technology assets, which are offset by eliminations with the two business segments.

The following table summarizes our operations by business segment:



(in millions)	YRC Freight			Regional Transportation			Corporate/ Eliminations			Consolidated
As of June 30, 2019
Identifiable assets	$	1,349.6		$	784.6		$	(226.9	)	$	1,907.3
As of December 31, 2018
Identifiable assets	$	973.6		$	626.4		$	17.1		$	1,617.1
Three Months Ended June 30, 2019
Operating revenue	$	800.8		$	471.8		$	—		$	1,272.6
Operating income (loss)	$	16.0		$	2.6		$	(4.3	)	$	14.3
Six Months Ended June 30, 2019
External revenue	$	1,544.6		$	910.4		$	(0.1	)	$	2,454.9
Operating loss	$	(5.1	)	$	(4.4	)	$	(7.9	)	$	(17.4	)
Three Months Ended June 30, 2018
Operating revenue	$	827.6		$	499.0		$	(0.1	)	$	1,326.5
Operating income (loss)	$	26.8		$	29.2		$	(5.1	)	$	50.9
Six Months Ended June 30, 2018
External revenue	$	1,578.9		$	962.3		$	(0.2	)	$	2,541.0
Operating income (loss)	$	19.9		$	34.4		$	(7.7	)	$	46.6

Commitments, Contingencies and Uncertainties	6 Months Ended
Commitments, Contingencies and Uncertainties	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingencies and Uncertainties	Commitments, Contingencies and Uncertainties Department of Defense Complaint In December 2018, the United States on behalf of the United States Department of Defense filed a Complaint in Intervention (“Complaint”) against the Company in the U.S. District in the Western District of New York captioned United States ex rel. James Hannum v. YRC Freight, Inc.; Roadway Express, Inc.; and Yellow Transportation, Inc., Civil Action No. 08-0811(A). The Complaint alleges that the Company violated the False Claims Act by overcharging the Department of Defense for freight carrier services by failing to comply with the contractual terms of freight contracts between the Department of Defense and the Company and related government procurement rules. The Complaint also alleges claims for unjust enrichment and breach of contract. Under the False Claims Act, the Complaint seeks treble damages, civil penalties, attorneys’ fees and costs of suit, all in unspecified amounts. The remaining common causes of action seek an undetermined amount for an alleged breach of contract or alternatively causes constituting unjust enrichment or a payment by mistake. The Company has moved to dismiss the case, and the court is set to hear oral arguments on the motion on August 12, 2019. Management believes the Company has meritorious defenses and intends to vigorously defend this action. We are unable to estimate the possible loss, or range of possible loss, associated with these claims at this time. Class Action Securities Complaint In January 2019, a purported class action lawsuit captioned Christina Lewis v. YRC Worldwide Inc., et al., Case No. 1:19-cv-00001, was filed in the United States District Court for the Northern District of New York against the Company and certain of our current and former officers. The complaint was filed on behalf of persons who purchased or otherwise acquired the Company’s publicly traded securities between March 10, 2014 and December 14, 2018. The complaint generally alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements relating to its freight billing practices as alleged in the Department of Defense complaint described above. The action includes claims for damages, including interest, and an award of reasonable costs and attorneys’ fees. The co-lead plaintiffs filed an amended complaint on June 14, 2019, and the defendants moved to dismiss it on July 15, 2019. Management believes the Company has meritorious defenses and intends to vigorously defend this action. We are unable to estimate the possible loss, or range of possible loss, associated with these claims at this time. Shareholder Derivative Complaint In May 2019, a putative shareholder filed an action derivatively and on behalf of the Company naming James L. Welch, Jamie G. Pierson, Stephanie D. Fisher, Raymond J. Bromark, Douglas A. Carty, William R. Davidson, Matthew A. Doheny, Robert L. Friedman, James E. Hoffman, Michael J. Kneeland, Patricia M. Nazemetz, and James F. Winestock individually as defendants and the Company as the nominal defendant. The case is captioned Hastey v. Welch, et al., Case No. 2:19-cf-2266-KGG, and is pending in the United States District Court for the District of Kansas. The Complaint alleges that the Company was exposed to harm by the individual defendants’ purported conduct concerning its freight-billing practices as alleged in the Department of Defense Complaint and the Class Action Securities Complaint described above. The Complaint asserts that the defendants’ purported conduct violated Section 14(a) of the Securities Exchange Act of 1934 and that the individual defendants breached their fiduciary duties, were unjustly enriched, and engaged in corporate waste. The Complaint seeks damages on behalf of the Company. Other Legal Matters We are involved in litigation or proceedings that arise in ordinary business activities. When possible, we insure against these risks to the extent we deem prudent, but no assurance can be given that the nature or 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 consolidated financial statements, we believe that our consolidated financial statements include adequate provisions for estimated costs and losses that may be incurred within the litigation and proceedings to which we are a party.

Basis of Presentation (Policies)	6 Months Ended
Basis of Presentation (Policies)	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	The accompanying Consolidated Financial Statements include the accounts of YRC Worldwide and its wholly owned subsidiaries. All 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. For ease of reference, the calendar quarter end dates are used herein. We make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and notes. Actual results could differ from those estimates. We have prepared the Consolidated Financial Statements, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, we have made all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods included in these financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted from these statements pursuant to SEC rules and regulations. Accordingly, the accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.
Revenue Disaggregation	Revenue Disaggregation We considered the disclosure requirements for revenue disaggregation guidance in ASC Topic 606, Revenue from Contracts with Customers, and noted that our segments disaggregate our revenues based on geographic and time-based factors as our Regional Transportation segment carriers operate in a smaller geographic footprint and have a shorter length of haul as compared to our YRC Freight segment.
Newly Adopted Accounting Standards and Impact of Recently Issued Accounting Standards	Newly-Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. Additional qualitative and quantitative disclosures, including significant judgments made by management, are required. The new standard became effective for the Company for its annual reporting period beginning January 1, 2019, including interim periods within that reporting period. The Company adopted the standard using a modified retrospective approach with the effective date of the standard as the date of initial application. The Company elected the package of three practical expedients which allows entities to not reassess initial direct costs, lease classification for existing or expired leases, and lease definition for existing or expired contracts as of the effective date of January 1, 2019. Additionally, the Company did not elect the hindsight method practical expedient which would have allowed us to reassess lease terms and impairment. For leases with a term of twelve months or less, the Company has made an accounting policy election in which the right of use lease (“ROU”) asset and lease liability will not be recognized on the consolidated balance sheet. The Company does not separate lease and non-lease components for its revenue equipment and real property leases. The Company reassessed the accounting for debt financing obligations under the new standard and determined the historical accounting remained appropriate under the new standard. The adoption of this standard impacted our consolidated balance sheet through the recognition of $378.8 million in ROU assets and liabilities as of January 1, 2019. Lease deposits in the amount of $25.4 million were reclassified from assets to a reduction of long-term ROU liabilities upon adoption of the new standard. The new lease standard will not impact the calculation of the total maximum leverage ratio covenant, which is defined under the terms of our credit agreement. Impact of Recently-Issued Accounting Standards In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. The guidance modifies disclosure requirements for defined benefit plans. This guidance is effective for fiscal years ending after December 15, 2020, and early adoption is permitted. The Company assessed the potential impact of ASU 2018-14 on its consolidated financial statement disclosures and does not expect it to be material.

Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Disaggregation of Revenue

The following table presents disaggregated revenue by revenue source between LTL shipments and total. LTL shipments are defined as shipments less than 10,000 pounds. Beginning in 2019, the Company disaggregated revenue for reporting of key operating metrics, including volume and yield metrics, due to the impacts from shipments over 10,000 pounds.



	Three Months				Six Months
YRC Freight segment (in millions)	2019		2018		2019		2018
LTL revenue	$	737.9	$	760.8	$	1,422.7	$	1,456.7
Other revenue	62.9		66.8		121.9		122.2
Total revenue	$	800.8	$	827.6	$	1,544.6	$	1,578.9



	Three Months				Six Months
Regional Transportation segment (in millions)	2019		2018		2019		2018
LTL revenue	$	438.2	$	458.3	$	843.2	$	882.6
Other revenue	33.6		40.7		67.2		79.7
Total revenue	$	471.8	$	499.0	$	910.4	$	962.3



	Three Months				Six Months
Consolidated (in millions)	2019		2018		2019		2018
LTL revenue	$	1,176.1	$	1,219.1	$	2,265.9	$	2,339.3
Other revenue	96.5		107.4		189.0		201.7
Total revenue	$	1,272.6	$	1,326.5	$	2,454.9	$	2,541.0

Debt and Financing (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Schedule of Debt

Our outstanding debt as of June 30, 2019 consisted of the following:



As of June 30, 2019 (in millions)	Par Value			Discount			Debt Issuance Costs			Book Value			Average Effective Interest Rate
Term Loan	$	558.1		$	(6.5	)	$	(5.6	)	$	546.0		11.3	%	^(a)
ABL Facility	—			—			—			—			N/A
Secured Second A&R CDA	26.8			—			(0.1		)	26.7			8.0	%
Unsecured Second A&R CDA	46.7			—			(0.2		)	46.5			8.0	%
Lease financing obligations	233.4			—			(0.3		)	233.1			16.5	%	^(b)
Total debt	$	865.0		$	(6.5	)	$	(6.2	)	$	852.3
Current maturities of Term Loan	(14.3		)	—			—			(14.3		)
Current maturities of lease financing obligations	(2.6		)	—			—			(2.6		)
Current maturities of Unsecured Second A&R CDA	(1.5		)	—			—			(1.5		)
Long-term debt	$	846.6		$	(6.5	)	$	(6.2	)	$	833.9


(a)	Variable interest rate of 1, 3 or 6-month LIBOR, with a floor of 1.0%, plus a fixed margin of 8.50%.

Schedule Of Cash And Cash Equivalents And Managed Accessibility

The table below summarizes cash and cash equivalents and Managed Accessibility as of June 30, 2019 and December 31, 2018:



(in millions)	June 30, 2019		December 31, 2018
Cash and cash equivalents	$	117.5	$	227.6
Changes to restricted cash	—		(25.0		)
Managed Accessibility	39.3		1.2
Total cash and cash equivalents and Managed Accessibility	$	156.8	$	203.8

Schedule of Maximum Total Leverage Ratio for Remaining Test Periods

Our total maximum leverage ratio covenants are as follows:



Four Consecutive Fiscal Quarters Ending	Maximum Total Leverage Ratio	Four Consecutive Fiscal Quarters Ending	Maximum Total Leverage Ratio
June 30, 2019	3.25 to 1.00	September 30, 2020	2.75 to 1.00
September 30, 2019	3.25 to 1.00	December 31, 2020	2.75 to 1.00
December 31, 2019	3.00 to 1.00	March 31, 2021	2.75 to 1.00
March 31, 2020	3.00 to 1.00	June 30, 2021 and thereafter	2.50 to 1.00
June 30, 2020	3.00 to 1.00

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

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



	June 30, 2019				December 31, 2018
(in millions)	Book Value		Fair value		Book Value		Fair value
Term Loan	$	546.0	$	555.0	$	559.4	$	546.0
Lease financing obligations	233.1		232.4		242.2		234.7
Second A&R CDA	73.2		73.1		73.3		70.0
Total debt	$	852.3	$	860.5	$	874.9	$	850.7

Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Lessee, Assets And Liabilities



Leases (in millions)	Classification	June 30, 2019
Assets
Operating lease assets	Operating lease right-of-use assets	$	373.9
Finance lease assets	Net property and equipment	2.7
Total leased assets		$	376.6
Liabilities
Current
Operating	Current operating lease liabilities	$	110.5
Finance	Other current and accrued liabilities	0.2
Noncurrent
Operating	Operating lease liabilities	243.7
Finance	Claims and other liabilities	3.4
Total lease liabilities		$	357.8

Lease, Cost




Lease Cost (in millions)	Classification	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Operating lease cost^(a)	Purchased transportation; Fuel, operating expenses and supplies	$	41.1	$	82.3
Short-term cost	Purchased transportation; Fuel, operating expenses and supplies	3.4		6.9
Variable lease cost	Purchased transportation; Fuel, operating expenses and supplies	1.8		3.3
Finance lease cost
Amortization of leased assets	Depreciation and amortization	0.1		0.3
Interest on lease liabilities	Interest expense	0.1		0.2
Total lease cost		$	46.5	$	93.0


(a)	Operating lease cost represents non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statement of consolidated cash flows.

Finance Lease, Liability, Maturity



Remaining Maturities of Lease Liabilities	Operating Leases		Finance Leases		Total
(in millions)
2019	$	76.1	$	0.3	$	76.4
2020	134.4		0.6		135.0
2021	110.5		0.6		111.1
2022	60.2		0.6		60.8
2023	27.6		0.6		28.2
After 2023	17.8		4.2		22.0
Total lease payments	$	426.6	$	6.9	$	433.5
Less: Imputed interest	72.4		3.3		75.7
Present value of lease liabilities	$	354.2	$	3.6	$	357.8

Lessee, Operating Lease, Liability, Maturity



Remaining Maturities of Lease Liabilities	Operating Leases		Finance Leases		Total
(in millions)
2019	$	76.1	$	0.3	$	76.4
2020	134.4		0.6		135.0
2021	110.5		0.6		111.1
2022	60.2		0.6		60.8
2023	27.6		0.6		28.2
After 2023	17.8		4.2		22.0
Total lease payments	$	426.6	$	6.9	$	433.5
Less: Imputed interest	72.4		3.3		75.7
Present value of lease liabilities	$	354.2	$	3.6	$	357.8

Lessee, Lease Term And Discount Rate



Lease Term and Discount Rate	Weighted-Average Remaining Lease Term	Weighted-Average Discount Rate
(years and percent)
Operating leases	3.5	11.0%
Finance leases	10.2	11.2%

Lessee, Supplemental Cash Flow



Other Information	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
(in millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases ^(a)	$	38.9	$	75.2
Operating cash flows from finance leases	0.1		0.2
Financing cash flows from finance leases	0.1		0.2
Leased assets obtained in exchange for new operating lease liabilities	$	34.7	$	53.8

Schedule of Future Minimum Rental Payments for Operating Leases



			Payments Due by Period
(in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Operating leases	$	429.2	$	138.4	$	212.0	$	63.3	$	15.5

Employee Benefits (Tables)

6 Months Ended

Jun. 30, 2019

Retirement Benefits [Abstract]

Schedule of Costs of Retirement Plans

The following table presents the components of our Company-sponsored pension plan costs for the three and six months ended June 30:



	Three Months						Six Months
(in millions)	2019			2018			2019			2018
Service cost	$	—		$	0.1		$	—		$	0.2
Interest cost	11.4			10.9			22.8			21.8
Expected return on plan assets	(14.3		)	(15.1		)	(28.6		)	(30.2		)
Amortization of prior service credit	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Amortization of prior net pension loss	3.2			3.7			6.4			7.4
Total net periodic pension cost	$	0.2		$	(0.5	)	$	0.4		$	(1.0	)

Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Our calculations for basic and dilutive earnings (loss) per share for three and six months ended June 30, 2019 and 2018 are as follows:



	Three Months					Six Months
(dollars in millions, except per share data; shares and stock units in thousands)	2019			2018		2019			2018
Basic and dilutive net income (loss) available to common shareholders	$	(23.6	)	$	14.4	$	(72.7	)	$	(0.2	)

Basic weighted average shares outstanding	33,247			32,966		33,199			32,894
Effect of dilutive securities:
Unvested shares and stock units^(a)	—			828		—			—
Dilutive weighted average shares outstanding	33,247			33,794		33,199			32,894

Basic earnings (loss) per share^(b)	$	(0.71	)	$	0.44	$	(2.19	)	$	0.00
Diluted earnings (loss) per share^(b)	$	(0.71	)	$	0.43	$	(2.19	)	$	0.00


(a)	Includes unvested shares of Common Stock, unvested stock units and vested stock units for which the underlying Common Stock has not been distributed.


(b)	Earnings (loss) per share is based on unrounded figures and not the rounded figures presented.

Business Segments (Tables)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table summarizes our operations by business segment:



(in millions)	YRC Freight			Regional Transportation			Corporate/ Eliminations			Consolidated
As of June 30, 2019
Identifiable assets	$	1,349.6		$	784.6		$	(226.9	)	$	1,907.3
As of December 31, 2018
Identifiable assets	$	973.6		$	626.4		$	17.1		$	1,617.1
Three Months Ended June 30, 2019
Operating revenue	$	800.8		$	471.8		$	—		$	1,272.6
Operating income (loss)	$	16.0		$	2.6		$	(4.3	)	$	14.3
Six Months Ended June 30, 2019
External revenue	$	1,544.6		$	910.4		$	(0.1	)	$	2,454.9
Operating loss	$	(5.1	)	$	(4.4	)	$	(7.9	)	$	(17.4	)
Three Months Ended June 30, 2018
Operating revenue	$	827.6		$	499.0		$	(0.1	)	$	1,326.5
Operating income (loss)	$	26.8		$	29.2		$	(5.1	)	$	50.9
Six Months Ended June 30, 2018
External revenue	$	1,578.9		$	962.3		$	(0.2	)	$	2,541.0
Operating income (loss)	$	19.9		$	34.4		$	(7.7	)	$	46.6

Description of Business (Details)	6 Months Ended
Description of Business (Details)	Jun. 30, 2019
Workforce Subject to Collective Bargaining Arrangements [Member] \| Labor Force Concentration Risk [Member]
Concentration Risk [Line Items]
Percentage of workforce subject to collective bargaining agreements	79.00%

Basis of Presentation - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue from External Customer [Line Items]
Revenue	$ 1,272.6	$ 1,326.5	$ 2,454.9	$ 2,541.0
LTL revenue
Revenue from External Customer [Line Items]
Revenue	1,176.1	1,219.1	2,265.9	2,339.3
Other revenue
Revenue from External Customer [Line Items]
Revenue	96.5	107.4	189.0	201.7
Operating Segments \| Regional Transportation
Revenue from External Customer [Line Items]
Revenue	471.8	499.0	910.4	962.3
Operating Segments \| Regional Transportation \| LTL revenue
Revenue from External Customer [Line Items]
Revenue	438.2	458.3	843.2	882.6
Operating Segments \| Regional Transportation \| Other revenue
Revenue from External Customer [Line Items]
Revenue	33.6	40.7	67.2	79.7
Operating Segments \| YRC Freight
Revenue from External Customer [Line Items]
Revenue	800.8	827.6	1,544.6	1,578.9
Operating Segments \| YRC Freight \| LTL revenue
Revenue from External Customer [Line Items]
Revenue	737.9	760.8	1,422.7	1,456.7
Operating Segments \| YRC Freight \| Other revenue
Revenue from External Customer [Line Items]
Revenue	$ 62.9	$ 66.8	$ 121.9	$ 122.2

- New Accounting Pronouncements (Details) - USD ($) $ in Millions	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 373.9		$ 0.0
Operating lease liability	354.2
Operating lease liabilities, noncurrent	$ (243.7)		$ 0.0
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets		$ 378.8
Operating lease liability		378.8
Lease deposits		25.4
Operating lease liabilities, noncurrent		$ 25.4

Debt and Financing - Schedule of Debt and Additional Information (Details) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2019 USD ($)	Mar. 31, 2018	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Par Value	$ 865.0
Discount	(6.5)
Debt Issuance Costs	(6.2)
Book Value	852.3
Book Value, Current Maturities	(18.4)		$ (20.7)
Par Value, Excluding Current Maturities	846.6
Premium (Discount)	(6.5)
Book Value, Excluding Current Maturities	833.9		854.2
Book Value
Debt Instrument [Line Items]
Long-term debt, fair value	852.3		874.9
Fair value
Debt Instrument [Line Items]
Long-term debt, fair value	860.5		850.7
2014 ABL Facility Credit Agreement
Debt Instrument [Line Items]
Total cash and cash equivalents and Managed Accessibility	156.8		203.8
Managed Accessibility	39.3		1.2
Changes to restricted cash	0.0		(25.0)
Term Loan
Debt Instrument [Line Items]
Par Value	558.1
Discount	(6.5)
Debt Issuance Costs	(5.6)
Book Value	546.0
Par Value, Current Maturities	(14.3)
Discount, Current Maturities	0.0
Deferred Issuance Costs, Current	0.0
Book Value, Current Maturities	$ (14.3)
Average Effective Interest Rate	11.30%
Term Loan \| Book Value
Debt Instrument [Line Items]
Long-term debt, fair value	$ 546.0		559.4
Term Loan \| Fair value
Debt Instrument [Line Items]
Long-term debt, fair value	555.0		546.0
ABL Facility \| 2014 ABL Facility Credit Agreement
Debt Instrument [Line Items]
Par Value	0.0
Discount	0.0
Debt Issuance Costs	0.0
Book Value	0.0
Line of credit facility, total cash and availability	81.6
Secured Second A&R CDA
Debt Instrument [Line Items]
Par Value	26.8
Discount	0.0
Debt Issuance Costs	(0.1)
Book Value	$ 26.7
Average Effective Interest Rate	8.00%
Unsecured Second A&R CDA
Debt Instrument [Line Items]
Par Value	$ 46.7
Discount	0.0
Debt Issuance Costs	(0.2)
Book Value	46.5
Par Value, Current Maturities	(1.5)
Discount, Current Maturities	0.0
Deferred Issuance Costs, Current	0.0
Book Value, Current Maturities	$ (1.5)
Average Effective Interest Rate	8.00%
Lease financing obligations
Debt Instrument [Line Items]
Par Value	$ 233.4
Discount	0.0
Debt Issuance Costs	(0.3)
Book Value	233.1
Par Value, Current Maturities	(2.6)
Discount, Current Maturities	0.0
Deferred Issuance Costs, Current	0.0
Book Value, Current Maturities	$ (2.6)
Average Effective Interest Rate	16.50%
Lease financing obligations \| Book Value
Debt Instrument [Line Items]
Long-term debt, fair value	$ 233.1		242.2
Lease financing obligations \| Fair value
Debt Instrument [Line Items]
Long-term debt, fair value	232.4		234.7
Other Debt Obligations \| Book Value
Debt Instrument [Line Items]
Long-term debt, fair value	73.2		73.3
Other Debt Obligations \| Fair value
Debt Instrument [Line Items]
Long-term debt, fair value	$ 73.1		$ 70.0
Term Loan Agreement
Debt Instrument [Line Items]
Maximum Total Leverage Ratio, June 30, 2019	3.25
Maximum Total Leverage Ratio, September 30, 2019	3.25
Maximum Total Leverage Ratio, December 31, 2019	3.00
Maximum Total Leverage Ratio, March 31, 2020	3.00
Maximum Total Leverage Ratio, June 30, 2020	3.00
Maximum Total Leverage Ratio, September 30, 2020	2.75
Maximum Total Leverage Ratio, December 31, 2020	2.75
Maximum Total Leverage Ratio, March 31, 2021	2.75
Maximum Total Leverage Ratio, June 30, 2021 and thereafter	2.50
Total leverage ratio		3.12
London Interbank Offered Rate (LIBOR) \| Term Loan
Debt Instrument [Line Items]
Floor interest rate	1.00%
Basis spread on variable rate	8.50%

Debt and Financing - Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Cash and cash equivalents	$ 117.5	$ 227.6
2014 ABL Facility Credit Agreement
Debt Instrument [Line Items]
Cash and cash equivalents	117.5	227.6
Changes to restricted cash	0.0	(25.0)
Managed Accessibility	39.3	1.2
Total cash and cash equivalents and Managed Accessibility	$ 156.8	$ 203.8

Leases - Assets and Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Leases [Abstract]
Operating lease right-of-use assets	$ 373.9	$ 0.0
Finance lease assets	2.7
Total leased assets	376.6
Current operating lease liabilities	110.5	0.0
Current finance lease liabilities	0.2
Operating lease liabilities, noncurrent	243.7	$ 0.0
Finance lease liabilities, noncurrent	3.4
Present value of lease liabilities	$ 357.8

Leases - Lease Cost (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Millions	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating lease cost	$ 41.1	$ 82.3
Short-term cost	3.4	6.9
Variable lease cost	1.8	3.3
Amortization of leased assets	0.1	0.3
Interest on lease liabilities	0.1	0.2
Total lease cost	$ 46.5	$ 93.0

Leases - Maturity (Details) $ in Millions	Jun. 30, 2019 USD ($)
Operating Leases
2019	$ 76.1
2020	134.4
2021	110.5
2022	60.2
2023	27.6
After 2023	17.8
Total lease payments	426.6
Less: Imputed interest	72.4
Present value of lease liabilities	354.2
Finance Leases
2019	0.3
2020	0.6
2021	0.6
2022	0.6
2023	0.6
After 2023	4.2
Total lease payments	6.9
Less: Imputed interest	3.3
Present value of lease liabilities	3.6
Total
2019	76.4
2020	135.0
2021	111.1
2022	60.8
2023	28.2
After 2023	22.0
Total lease payments	433.5
Less: Imputed interest	75.7
Present value of lease liabilities	$ 357.8

Leases - Lease Term and Discount Rate (Details)	Jun. 30, 2019
Leases [Abstract]
Operating lease, Weighted Average Remaining Lease	3 years 6 months
Operating lease, Weighted Average Discount Rate	11.00%
Finance lease, Weighted Average Remaining Lease	10 years 2 months 12 days
Finance lease, Weighted Average Discount Rate	11.20%

Leases - Supplemental Cash Flow (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating cash flows from operating leases (a)	$ 38.9	$ 75.2
Operating cash flows from finance leases	0.1	0.2
Financing cash flows from finance leases	0.1	0.2
Leased assets obtained in exchange for new operating lease liabilities	$ 34.7	$ 53.8

Leases - Maturity prior to Adoption (Details) $ in Millions	Dec. 31, 2018 USD ($)
Operating leases
Total	$ 429.2
Less than 1 year	138.4
1-3 years	212.0
3-5 years	63.3
After 5 years	$ 15.5

Employee Benefits (Details) - Other Postretirement Benefit Plans, Defined Benefit - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0.0	$ 0.1	$ 0.0	$ 0.2
Interest cost	11.4	10.9	22.8	21.8
Expected return on plan assets	(14.3)	(15.1)	(28.6)	(30.2)
Amortization of prior service credit	(0.1)	(0.1)	(0.2)	(0.2)
Amortization of prior net pension loss	3.2	3.7	6.4	7.4
Total periodic pension cost	0.2	$ (0.5)	0.4	$ (1.0)
Expected future benefit payments, remainder of the year	$ 9.9		9.9
Contributions by employer			$ 4.2

Income Taxes (Details)	3 Months Ended		6 Months Ended
Income Taxes (Details)	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Effective tax rate	(62.80%)	41.90%	0.80%	92.60%

Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic and dilutive net income (loss) available to common shareholders	$ (23.6)	$ (49.1)	$ 14.4	$ (14.6)	$ (72.7)	$ (0.2)
Basic weighted average shares outstanding (in shares)	33,247		32,966		33,199	32,894
Effect of dilutive securities:
Unvested shares and stock units (in shares)	0		828		0	0
Dilutive weighted average shares outstanding (in shares)	33,247		33,794		33,199	32,894
Basic earnings (loss) per share (in dollars per share)	$ (0.71)		$ 0.44		$ (2.19)	$ 0.00
Diluted earnings (loss) per share (in dollars per share)	$ (0.71)		$ 0.43		$ (2.19)	$ 0.00
Antidillutive options and shares
Effect of dilutive securities:
Antidilutive securities excluded from computation of earnings per share, amount (in shares)					325	57

Business Segments (Details) $ in Millions	3 Months Ended		6 Months Ended
Business Segments (Details) $ in Millions	Jun. 30, 2019 USD ($) segment	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	2
Identifiable assets	$ 1,907.3		$ 1,907.3		$ 1,617.1
External revenue	1,272.6	$ 1,326.5	2,454.9	$ 2,541.0
Operating income (loss)	14.3	50.9	(17.4)	46.6
Operating Segments \| YRC Freight
Segment Reporting Information [Line Items]
Identifiable assets	1,349.6		1,349.6		973.6
External revenue	800.8	827.6	1,544.6	1,578.9
Operating income (loss)	16.0	26.8	(5.1)	19.9
Operating Segments \| Regional Transportation
Segment Reporting Information [Line Items]
Identifiable assets	784.6		784.6		626.4
External revenue	471.8	499.0	910.4	962.3
Operating income (loss)	2.6	29.2	(4.4)	34.4
Corporate/ Eliminations
Segment Reporting Information [Line Items]
Identifiable assets	(226.9)		(226.9)		$ 17.1
External revenue	0.0	(0.1)	(0.1)	(0.2)
Operating income (loss)	$ (4.3)	$ (5.1)	$ (7.9)	$ (7.7)