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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the


Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 13, 2009

YRC Worldwide Inc.


(Exact n am e of re gistran t as spe cifie d in its ch arte r)

Delaware 0-12255 48-0948788


(State or oth e r jurisdiction (C om m ission File Nu m be r) (IRS Em ploye r
of in corporation ) Ide n tification No.)

10990 Roe Avenue, Overland Park, Kansas 66211


(Addre ss of prin cipal e xe cu tive office s) (Zip C ode )

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

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

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

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

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

® Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.


On February 20, 2009, YRC Worldwide Inc. (the “Company”) announced that YRC Inc., USF Reddaway, Inc. and USF Holland Inc.
(collectively, the “Selling Subsidiaries”), each a subsidiary of the Company, entered into real estate sales contracts dated February 13, 2009
(collectively, the “Contracts”) with Estes Express Lines (“Estes”) to sell and simultaneously lease back a pool of the Selling Subsidiaries’
facilities located throughout the United States. A copy of the news release announcing the sale and financing leaseback transactions is
attached hereto as Exhibit 99.1.

The aggregate purchase price for the subject facilities is approximately $122 million. The Company expects to close the sale and leaseback
transactions for a portion of the facilities
• by the end of March 2009, for up to approximately $25.6 million;
• by the end of May 2009, for up to approximately $31.3 million; and
• by the end of June 2009, for up to approximately $65.1 million.

The closing of the sale and leaseback transactions are subject to the satisfaction of normal and customary due diligence and related
conditions, including Estes’ right to terminate each Contract in its sole discretion during the inspection period. If a Selling Subsidiary is unable
to obtain by closing a lien release for a specific facility from JPMorgan Chase Bank, National Association, the administrative agent to the
Company’s credit agreement (the “Credit Agreement”), either party may terminate the affected Contract by written notice to the other party.
Pursuant to the terms of the Credit Agreement, the administrative agent will be authorized to release such a lien provided that no default or
event of default under the Credit Agreement has occurred and is continuing prior to the closing of a sale and leaseback for a facility or would
arise after giving effect to such closing.

In addition, with respect to two of the facilities expected to close by the end of June 2009, either party may elect to terminate the Contract
during the inspection period should either party determine that the terms and conditions for a proposed facility expansion for the property
subject to the Contract are not suitable for any reason.

The initial lease term for each facility will be ten years, with two ten year renewal options to extend the term of each lease by up to an
additional 20 years. During the first 36 months of the initial lease term, the Selling Subsidiary will have a right of first offer in the event Estes
proposes to sell a facility and may terminate any lease to which it is a party by giving six months advance written notice to Estes.

Initial annual lease payments for the subject facilities would be approximately $11 million in the aggregate, subject to increases at specified
dates during the initial term based on changes in the Consumer Price Index. Initial lease payments during an option term will be based upon a
predetermined percentage increase over the rent at the end of the immediately preceding expiring term, subject to increases at specified dates
during the option term based on changes in the Consumer Price Index. The lease payments would be recorded as interest expense in the
Company’s financial statements.

The Selling Subsidiaries have previously entered into leases with Estes, as both landlord and tenant, and real estate sales contracts for the
sale of excess property to Estes, in each case, in the ordinary course of business. In addition, the Company’s logistics business unit uses
Estes as a transportation service provider for its clients in the ordinary course of business.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 above is incorporated in this Item 2.03 by reference.

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Item 7.01. Regulation FD Disclosure.


Interest Expense Update
In a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2009, the Company reported that
excluding the impact of any rental payments treated as interest on the a recent sale and leaseback transaction with NATMI Truck Terminals,
LLC or other similar transactions (such as the transactions disclosed in this Form 8-K with Estes) that the Company may enter into in the
future, the Company expects that its interest expense in the first quarter of 2009 will be approximately $45 million and for the full year of 2009
will be approximately $120 to $130 million. After further review, this expectation did not take into account the amortization of certain waiver and
banking fees in the first quarter or commitment, program and administration fees in connection with the Company’s new credit facilities, which
were excluded from the prior estimate. Including the amortization of the first quarter fees and the other expected fees that were previously
excluded, but continuing to exclude the impact of rental payments treated as interest on the sale and leaseback transactions, the Company now
expects that its interest expense in the first quarter of 2009 will be approximately $40 million and for the full year of 2009 will be approximately
$140 to $150 million.

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits
99.1 News Release dated February 20, 2009

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, identified by the word “would” and “expects”.

The Company’s expectations regarding its additional lease payments are only its expectations regarding these payments. Actual lease
payments could differ based on a number of factors, including (among others) the number of sale and leaseback contracts that actually close
and any rent escalator clause that may increase expense in the lease contracts.

The Company’s expectations regarding its interest expense are only its expectations regarding this expense. Actual interest expense could
differ based on a number of factors, including (among others) the Company’s revenue and profitability results and the factors that affect
revenue and profitability results (including the risk factors that are from time to time included in the Company’s reports filed with the SEC,
including the Company’s Annual Report on Form 10-K for the year ended December 31, 2007), the amount and character of, and the interest
rate on, the Company’s outstanding debt and any financings the Company may enter into in the future.

The Company’s actual future results could differ materially from those projected because of a number of factors, including (among others)
inflation, inclement weather, price and availability of fuel, sudden changes in the cost of fuel or the index upon which the Company bases its
fuel surcharge, competitor pricing activity, expense volatility, including (without limitation) expense volatility due to changes in rail service or
pricing for rail service, ability to capture cost reductions, including (without limitation) those cost reduction opportunities arising from the
combination of the sales, operations and networks of Yellow Transportation and Roadway, changes in equity and debt markets, a downturn in
general or regional economic activity, effects of a terrorist attack, labor relations, including (without limitation), the impact of work rules, work
stoppages, strikes or other disruptions, any obligations to multi-employer health, welfare and pension plans, wage requirements and employee
satisfaction, and the risk factors that are from time to time included in the Company’s reports filed with the SEC, including the Company’s
Annual Report on Form 10-K for the year ended December 31, 2007.

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SIGNATURE

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

YRC WORLDWIDE INC.

Date: February 20, 2009 By: /s/ Timothy A. Wicks


Timothy A. Wicks
Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exh ibit
Nu m be r De scription
99.1 News Release dated February 20, 2009

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Exhibit 99.1

LOGO

February 20, 2009

YRC Worldwide Further Enhances Financial Position


• S&P Revises CreditWatch to Positive
• Company Signs Another Sale and Leaseback for $122 Million

OVERLAND PARK, KAN. — YRC Worldwide Inc. (NASDAQ: YRCW) announced today that after its recently finalized bank amendment, a
positive step was taken by one of the lead credit agencies. In addition, the company finalized additional sale and financing leaseback
agreements with another investor.

Earlier this week, Standard & Poor’s (S&P) revised the implications of its CreditWatch review on the company to positive from developing.
Given the company’s new bank amendment, S&P stated it could raise the company’s ratings after further evaluation.

“We appreciate S&P’s initial perspective of our bank amendment and their willingness to evaluate its positive liquidity aspects,” stated Tim
Wicks, Executive Vice President and CFO of YRC Worldwide.

In addition, the company’s operating subsidiaries signed agreements with Estes Express Lines (“Estes”) to sell and simultaneously lease back
certain facilities. The aggregate sale price is approximately $122 million and the property sales are intended to close from March through June
2009. The initial lease term for each facility is ten years, with two, ten-year renewal options to extend the term of each lease by up to an
additional 20 years. The company will have a right of first offer if Estes decides to sell a facility during the first 36 months.

“We are pleased that we finalized another significant component of our liquidity initiatives,” stated Wicks. “It is common practice in our
industry to lease facilities from other industry providers, and in fact, we presently lease other facilities from Estes and they lease from us. This
is a continuation of that relationship. We continue to have additional opportunities in this area with other investors and recent improvements
in this particular market have made them even more attractive.”

The company’s operating subsidiaries have previously entered into leases with Estes, as both landlord and tenant, and real estate sales
contracts for the sale of excess properties. In addition YRC Logistics uses Estes as a transportation service provider for its clients in the
ordinary course of business.

* * * * *

Note on Credit Ratings: A credit rating reflects an assessment by the issuing rating agency of the credit risk associated with a corporate
entity or particular securities issued by that entity. Credit ratings are not recommendations to buy, sell or hold securities and are subject to
revision or withdrawal at any time by the assigning rating agency. Each rating agency may have different criteria for evaluating risk, and
therefore, ratings should be evaluated independently. The company does not endorse any specific rating, and does not make any
recommendation to buy, sell or hold its securities based on any such rating.
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This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, identified by the word “intended” and “expected”.

The company’s intentions regarding the dates of closing of the sale and leaseback transactions with Estes are only its intentions regarding
this matter. Actual closings may or may not occur, and may or may not occur within the intended time frame based on a number of factors.
The closing of the sale and leaseback transactions are subject to the satisfaction of normal and customary due diligence and related
conditions, including Estes’ right to terminate each contract in its sole discretion during the inspection period. If a the company is unable
to obtain by closing a lien release for a specific facility from JPMorgan Chase Bank, National Association, the administrative agent to the
company’s credit agreement (the “Credit Agreement”), either party may terminate the affected contract by written notice to the other
party. Pursuant to the terms of the Credit Agreement, the administrative agent will be authorized to release such a lien provided that no
default or event of default under the Credit Agreement has occurred and is continuing prior to the closing of a sale and leaseback for a
facility or would arise after giving effect to such closing. In addition, with respect to two of the facilities expected to close by the end of June
2009, either party may elect to terminate the contract during the inspection period should either party determine that the terms and
conditions for a proposed facility expansion for the property subject to the contract are not suitable for any reason.

YRC Worldwide Inc., a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company
for a portfolio of successful brands including YRC, Reimer Express, YRC Logistics, New Penn, Holland, Reddaway and Glen Moore.
Building on the strength of its heritage brands, Yellow Transportation and Roadway, the enterprise provides global transportation
services, transportation management solutions and logistics management. The portfolio of brands represents a comprehensive array of
services for the shipment of industrial, commercial and retail goods domestically and internationally. Headquartered in Overland Park,
Kansas, YRC Worldwide employs approximately 55,000 people.

Investor Contact: Sheila Taylor Media Contact: Suzanne Dawson


YRC Worldwide Inc. Linden Alschuler & Kaplan
913.696.6108 212.329.1420
sheila.taylor@yrcw.com sdawson@lakpr.com