Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2013 |
Guarantees [Abstract] | ' |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements |
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Guarantees of the 6% Convertible Senior Notes Due 2014 |
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On February 23, 2010 and August 3, 2010, we issued $70 million in aggregate principal amount of 6% convertible senior notes due 2014 (the “6% Notes”). In connection with the 6% Notes, the following wholly 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. |
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The condensed consolidating financial statements are presented in lieu of separate financial statements and other related disclosures of the subsidiary guarantors and issuer because we do 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. Certain prior period amounts have been reclassified to conform to current presentation. |
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The following represents condensed consolidating financial information as of September 30, 2013 and December 31, 2012, with respect to the financial position and for the three and nine months ended September 30, 2013 and 2012, for results of operations and the nine months ended September 30, 2013 for 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 6% Notes. The Guarantor Subsidiaries column presents the financial information of all guarantor subsidiaries of the 6% 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 |
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As of September 30, 2013 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Cash and cash equivalents | $ | 129.6 | | | $ | 13.2 | | | $ | 27.7 | | | $ | — | | | $ | 170.5 | |
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Intercompany advances receivable | — | | | (35.2 | ) | | 35.2 | | | — | | | — | |
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Accounts receivable, net | 3.3 | | | (3.3 | ) | | 519 | | | — | | | 519 | |
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Prepaid expenses and other | 105 | | | 58.3 | | | 6.4 | | | — | | | 169.7 | |
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Total current assets | 237.9 | | | 33 | | | 588.3 | | | — | | | 859.2 | |
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Property and equipment | 0.8 | | | 2,671.50 | | | 182.2 | | | — | | | 2,854.50 | |
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Less – accumulated depreciation | (0.3 | ) | | (1,624.8 | ) | | (108.5 | ) | | — | | | (1,733.6 | ) |
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Net property and equipment | 0.5 | | | 1,046.70 | | | 73.7 | | | — | | | 1,120.90 | |
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Investment in subsidiaries | 1,743.50 | | | 206.8 | | | (0.1 | ) | | (1,950.2 | ) | | — | |
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Receivable from affiliate | (491.1 | ) | | 426.3 | | | 414.8 | | | (350.0 | ) | | — | |
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Intangibles and other assets | 37.8 | | | 53.7 | | | 62.3 | | | — | | | 153.8 | |
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Total Assets | $ | 1,528.60 | | | $ | 1,766.50 | | | $ | 1,139.00 | | | $ | (2,300.2 | ) | | $ | 2,133.90 | |
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Intercompany advances payable | $ | (11.8 | ) | | $ | (269.2 | ) | | $ | 281 | | | $ | — | | | $ | — | |
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Accounts payable | 42.9 | | | 137.1 | | | 14.3 | | | — | | | 194.3 | |
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Wages, vacations and employees’ benefits | 13.2 | | | 196 | | | 14.9 | | | — | | | 224.1 | |
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Other current and accrued liabilities | 174.3 | | | 23.9 | | | 1.5 | | | — | | | 199.7 | |
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Current maturities of long-term debt | 74.5 | | | 0.6 | | | 317.6 | | | — | | | 392.7 | |
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Total current liabilities | 293.1 | | | 88.4 | | | 629.3 | | | — | | | 1,010.80 | |
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Payable to affiliate | — | | | 200 | | | 150 | | | (350.0 | ) | | — | |
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Long-term debt, less current portion | 967.5 | | | 0.8 | | | — | | | — | | | 968.3 | |
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Deferred income taxes, net | 225.7 | | | (222.1 | ) | | (3.6 | ) | | — | | | — | |
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Pension and postretirement | 503.5 | | | — | | | (0.1 | ) | | — | | | 503.4 | |
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Claims and other liabilities | 279.9 | | | 34.1 | | | 3.2 | | | — | | | 317.2 | |
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Commitments and contingencies | | | | | | | | | |
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Shareholders’ equity (deficit) | (741.1 | ) | | 1,665.30 | | | 360.2 | | | (1,950.2 | ) | | (665.8 | ) |
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Total Liabilities and Shareholders’ Equity (Deficit) | $ | 1,528.60 | | | $ | 1,766.50 | | | $ | 1,139.00 | | | $ | (2,300.2 | ) | | $ | 2,133.90 | |
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As of December 31, 2012 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Cash and cash equivalents | $ | 151.9 | | | $ | 13.6 | | | $ | 43.2 | | | $ | — | | | $ | 208.7 | |
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Intercompany advances receivable | — | | | (28.8 | ) | | 28.8 | | | — | | | — | |
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Accounts receivable, net | 3.3 | | | (7.4 | ) | | 464.2 | | | — | | | 460.1 | |
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Prepaid expenses and other | 93.7 | | | 9.7 | | | 1.9 | | | — | | | 105.3 | |
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Total current assets | 248.9 | | | (12.9 | ) | | 538.1 | | | — | | | 774.1 | |
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Property and equipment | 0.7 | | | 2,681.70 | | | 186.6 | | | — | | | 2,869.00 | |
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Less – accumulated depreciation | (0.2 | ) | | (1,572.5 | ) | | (104.9 | ) | | — | | | (1,677.6 | ) |
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Net property and equipment | 0.5 | | | 1,109.20 | | | 81.7 | | | — | | | 1,191.40 | |
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Investment in subsidiaries | 1,463.50 | | | 162.7 | | | (17.6 | ) | | (1,608.6 | ) | | — | |
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Receivable from affiliate | (392.8 | ) | | 318.6 | | | 424.2 | | | (350.0 | ) | | — | |
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Intangibles and other assets | 154.1 | | | 53.6 | | | 52.3 | | | — | | | 260 | |
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Total Assets | $ | 1,474.20 | | | $ | 1,631.20 | | | $ | 1,078.70 | | | $ | (1,958.6 | ) | | $ | 2,225.50 | |
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Intercompany advances payable | $ | (11.8 | ) | | $ | (294.5 | ) | | $ | 306.3 | | | $ | — | | | $ | — | |
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Accounts payable | 42.1 | | | 107.6 | | | 12.3 | | | — | | | 162 | |
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Wages, vacations and employees’ benefits | 13.2 | | | 163.9 | | | 13.8 | | | — | | | 190.9 | |
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Other current and accrued liabilities | 193.5 | | | 30.3 | | | 9.4 | | | — | | | 233.2 | |
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Current maturities of long-term debt | 6.8 | | | — | | | 2.3 | | | — | | | 9.1 | |
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Total current liabilities | 243.8 | | | 7.3 | | | 344.1 | | | — | | | 595.2 | |
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Payable to affiliate | — | | | 200 | | | 150 | | | (350.0 | ) | | — | |
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Long-term debt, less current portion | 1,054.70 | | | — | | | 311.6 | | | — | | | 1,366.30 | |
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Deferred income taxes, net | 228.2 | | | (224.6 | ) | | (3.6 | ) | | — | | | — | |
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Pension and postretirement | 548.8 | | | — | | | — | | | — | | | 548.8 | |
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Claims and other liabilities | 302.9 | | | 40.1 | | | 1.3 | | | — | | | 344.3 | |
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Commitments and contingencies | | | | | | | | | |
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Shareholders’ equity (deficit) | (904.2 | ) | | 1,608.40 | | | 275.3 | | | (1,608.6 | ) | | (629.1 | ) |
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Total Liabilities and Shareholders’ Equity (Deficit) | $ | 1,474.20 | | | $ | 1,631.20 | | | $ | 1,078.70 | | | $ | (1,958.6 | ) | | $ | 2,225.50 | |
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Condensed Consolidating Comprehensive Income (Loss) |
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Three Months Ended September 30, 2013 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Revenue | $ | — | | | $ | 1,146.90 | | | $ | 105.8 | | | $ | — | | | $ | 1,252.70 | |
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Operating Expenses: | | | | | | | | | |
Salaries, wages and employees’ benefits | 6.6 | | | 651.2 | | | 54 | | | — | | | 711.8 | |
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Operating expenses and supplies | (2.9 | ) | | 263.4 | | | 23.9 | | | — | | | 284.4 | |
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Purchased transportation | — | | | 123.3 | | | 15.7 | | | — | | | 139 | |
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Depreciation and amortization | — | | | 39.6 | | | 3.7 | | | — | | | 43.3 | |
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Other operating expenses | — | | | 60.7 | | | 6.4 | | | — | | | 67.1 | |
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Losses on property disposals, net | — | | | 1.2 | | | 0.1 | | | — | | | 1.3 | |
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Total operating expenses | 3.7 | | | 1,139.40 | | | 103.8 | | | — | | | 1,246.90 | |
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Operating Income (Loss) | (3.7 | ) | | 7.5 | | | 2 | | | — | | | 5.8 | |
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Nonoperating Expenses (Income): | | | | | | | | | |
Interest expense | 30.4 | | | 0.1 | | | 12.6 | | | — | | | 43.1 | |
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Other, net | 32.4 | | | (0.1 | ) | | (32.5 | ) | | — | | | (0.2 | ) |
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Nonoperating expenses (income), net | 62.8 | | | — | | | (19.9 | ) | | — | | | 42.9 | |
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Income (loss) before income taxes | (66.5 | ) | | 7.5 | | | 21.9 | | | — | | | (37.1 | ) |
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Income tax provision (benefit) | 6.7 | | | (0.1 | ) | | 0.7 | | | — | | | 7.3 | |
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Net income (loss) | (73.2 | ) | | 7.6 | | | 21.2 | | | — | | | (44.4 | ) |
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Other comprehensive income, net of tax | 0.3 | | | 3.4 | | | 0.9 | | | — | | | 4.6 | |
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Comprehensive Income (Loss) | $ | (72.9 | ) | | $ | 11 | | | $ | 22.1 | | | $ | — | | | $ | (39.8 | ) |
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Three Months Ended September 30, 2012 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Revenue | $ | — | | | $ | 1,130.80 | | | $ | 106 | | | $ | — | | | $ | 1,236.80 | |
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Operating Expenses: | | | | | | | | | |
Salaries, wages and employees’ benefits | 8.3 | | | 644.9 | | | 47.8 | | | — | | | 701 | |
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Operating expenses and supplies | (7.1 | ) | | 258.6 | | | 23.9 | | | — | | | 275.4 | |
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Purchased transportation | — | | | 108.6 | | | 18.2 | | | — | | | 126.8 | |
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Depreciation and amortization | — | | | 40.9 | | | 3.7 | | | — | | | 44.6 | |
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Other operating expenses | 0.9 | | | 58.7 | | | 4.4 | | | — | | | 64 | |
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Gains on property disposals, net | — | | | (2.2 | ) | | (0.1 | ) | | — | | | (2.3 | ) |
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Total operating expenses | 2.1 | | | 1,109.50 | | | 97.9 | | | — | | | 1,209.50 | |
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Operating Income (Loss) | (2.1 | ) | | 21.3 | | | 8.1 | | | — | | | 27.3 | |
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Nonoperating Expenses (Income): | | | | | | | | | |
Interest expense | 24.4 | | | (3.0 | ) | | 12.3 | | | — | | | 33.7 | |
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Other, net | 77.7 | | | (49.6 | ) | | (28.3 | ) | | — | | | (0.2 | ) |
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Nonoperating expenses (income), net | 102.1 | | | (52.6 | ) | | (16.0 | ) | | — | | | 33.5 | |
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Income (loss) before income taxes | (104.2 | ) | | 73.9 | | | 24.1 | | | — | | | (6.2 | ) |
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Income tax provision (benefit) | (11.2 | ) | | 1.1 | | | 0.9 | | | — | | | (9.2 | ) |
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Net income (loss) | (93.0 | ) | | 72.8 | | | 23.2 | | | — | | | 3 | |
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Other comprehensive income (loss), net of tax | (0.1 | ) | | 0.9 | | | 2.9 | | | — | | | 3.7 | |
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Comprehensive Income (Loss) | $ | (93.1 | ) | | $ | 73.7 | | | $ | 26.1 | | | $ | — | | | $ | 6.7 | |
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Nine Months Ended September 30, 2013 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Revenue | $ | — | | | $ | 3,349.70 | | | $ | 308 | | | $ | — | | | $ | 3,657.70 | |
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Operating Expenses: | | | | | | | | | |
Salaries, wages and employees’ benefits | 26.2 | | | 1,927.30 | | | 156.8 | | | — | | | 2,110.30 | |
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Operating expenses and supplies | (16.9 | ) | | 782.1 | | | 72.8 | | | — | | | 838 | |
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Purchased transportation | — | | | 336.3 | | | 43.3 | | | — | | | 379.6 | |
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Depreciation and amortization | 0.1 | | | 119.3 | | | 11 | | | — | | | 130.4 | |
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Other operating expenses | 0.1 | | | 159 | | | 12.2 | | | — | | | 171.3 | |
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(Gains) losses on property disposals, net | — | | | (2.0 | ) | | 0.1 | | | — | | | (1.9 | ) |
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Total operating expenses | 9.5 | | | 3,322.00 | | | 296.2 | | | — | | | 3,627.70 | |
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Operating Income (Loss) | (9.5 | ) | | 27.7 | | | 11.8 | | | — | | | 30 | |
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Nonoperating Expenses (Income): | | | | | | | | | |
Interest expense (income) | 88.2 | | | (1.6 | ) | | 37.6 | | | — | | | 124.2 | |
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Other, net | 78.5 | | | 15 | | | (96.5 | ) | | — | | | (3.0 | ) |
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Nonoperating expenses (income), net | 166.7 | | | 13.4 | | | (58.9 | ) | | — | | | 121.2 | |
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Income (loss) before income taxes | (176.2 | ) | | 14.3 | | | 70.7 | | | — | | | (91.2 | ) |
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Income tax provision (benefit) | (8.0 | ) | | (1.1 | ) | | 1.9 | | | — | | | (7.2 | ) |
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Net income (loss) | (168.2 | ) | | 15.4 | | | 68.8 | | | — | | | (84.0 | ) |
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Other comprehensive income (loss), net of tax | 1.3 | | | 10.1 | | | (1.6 | ) | | — | | | 9.8 | |
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Comprehensive Income (Loss) | $ | (166.9 | ) | | $ | 25.5 | | | $ | 67.2 | | | $ | — | | | $ | (74.2 | ) |
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Nine Months Ended September 30, 2012 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Revenue | $ | — | | | $ | 3,362.30 | | | $ | 319.6 | | | $ | — | | | $ | 3,681.90 | |
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Operating Expenses: | | | | | | | | | |
Salaries, wages and employees’ benefits | 26.8 | | | 1,957.10 | | | 145.9 | | | — | | | 2,129.80 | |
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Operating expenses and supplies | (22.8 | ) | | 807.7 | | | 69.5 | | | — | | | 854.4 | |
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Purchased transportation | — | | | 314.9 | | | 57.8 | | | — | | | 372.7 | |
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Depreciation and amortization | 0.1 | | | 128.4 | | | 10.9 | | | — | | | 139.4 | |
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Other operating expenses | 2.8 | | | 174.7 | | | 14.5 | | | — | | | 192 | |
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Gains on property disposals, net | — | | | (0.3 | ) | | (0.2 | ) | | — | | | (0.5 | ) |
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Total operating expenses | 6.9 | | | 3,382.50 | | | 298.4 | | | — | | | 3,687.80 | |
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Operating Income (Loss) | (6.9 | ) | | (20.2 | ) | | 21.2 | | | — | | | (5.9 | ) |
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Nonoperating Expenses (Income): | | | | | | | | | |
Interest expense (income) | 77.8 | | | (2.4 | ) | | 36.2 | | | — | | | 111.6 | |
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Other, net | 226.6 | | | (141.9 | ) | | (87.9 | ) | | — | | | (3.2 | ) |
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Nonoperating expenses (income), net | 304.4 | | | (144.3 | ) | | (51.7 | ) | | — | | | 108.4 | |
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Income (loss) before income taxes | (311.3 | ) | | 124.1 | | | 72.9 | | | — | | | (114.3 | ) |
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Income tax provision (benefit) | (16.0 | ) | | 1 | | | 1.9 | | | — | | | (13.1 | ) |
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Net income (loss) | (295.3 | ) | | 123.1 | | | 71 | | | — | | | (101.2 | ) |
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Less: Net income attributable to non-controlling interest | — | | | — | | | 3.9 | | | — | | | 3.9 | |
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Net Income (Loss) Attributable to YRC Worldwide Inc. | (295.3 | ) | | 123.1 | | | 67.1 | | | — | | | (105.1 | ) |
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Other comprehensive income, net of tax | 0.6 | | | 6.1 | | | 3.2 | | | — | | | 9.9 | |
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Comprehensive Income (Loss) Attributable to YRC Worldwide Inc. Shareholders | $ | (294.7 | ) | | $ | 129.2 | | | $ | 70.3 | | | $ | — | | | $ | (95.2 | ) |
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Condensed Consolidating Statements of Cash Flows |
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Nine Months Ended September 30, 2013 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Activities: | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | (194.9 | ) | | $ | 174.4 | | | $ | 17.5 | | | $ | — | | | $ | (3.0 | ) |
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Investing Activities: | | | | | | | | | |
Acquisition of property and equipment | — | | | (55.2 | ) | | (1.3 | ) | | — | | | (56.5 | ) |
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Proceeds from disposal of property and equipment | — | | | 3.9 | | | 2 | | | — | | | 5.9 | |
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Restricted escrow receipts, net | 19.9 | | | — | | | — | | | — | | | 19.9 | |
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Other, net | 1.8 | | | — | | | — | | | — | | | 1.8 | |
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Net cash provided by (used in) investing activities | 21.7 | | | (51.3 | ) | | 0.7 | | | — | | | (28.9 | ) |
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Financing Activities: | | | | | | | | | |
Issuance of long-term debt | — | | | 0.3 | | | — | | | — | | | 0.3 | |
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Repayments of long-term debt | (4.7 | ) | | (0.2 | ) | | (1.7 | ) | | — | | | (6.6 | ) |
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Intercompany advances (repayments) | 155.6 | | | (123.6 | ) | | (32.0 | ) | | — | | | — | |
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Net cash provided by (used in) financing activities | 150.9 | | | (123.5 | ) | | (33.7 | ) | | — | | | (6.3 | ) |
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Net Decrease in Cash and Cash Equivalents | (22.3 | ) | | (0.4 | ) | | (15.5 | ) | | — | | | (38.2 | ) |
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Cash and Cash Equivalents, Beginning of Period | 151.9 | | | 13.6 | | | 43.2 | | | — | | | 208.7 | |
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Cash and Cash Equivalents, End of Period | $ | 129.6 | | | $ | 13.2 | | | $ | 27.7 | | | $ | — | | | $ | 170.5 | |
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Nine Months Ended September 30, 2012 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Activities: | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | (368.4 | ) | | $ | 289.2 | | | $ | 31.2 | | | $ | — | | | $ | (48.0 | ) |
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Investing Activities: | | | | | | | | | |
Acquisition of property and equipment | — | | | (46.8 | ) | | (1.3 | ) | | — | | | (48.1 | ) |
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Proceeds from disposal of property and equipment | — | | | 39 | | | 0.2 | | | — | | | 39.2 | |
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Restricted escrow receipts, net | 23.9 | | | — | | | — | | | — | | | 23.9 | |
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Other, net | 2.4 | | | — | | | — | | | — | | | 2.4 | |
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Net cash provided by (used in) investing activities | 26.3 | | | (7.8 | ) | | (1.1 | ) | | — | | | 17.4 | |
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Financing Activities: | | | | | | | | | |
Issuance of long-term debt | — | | | — | | | 45 | | | — | | | 45 | |
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Repayments of long-term debt | (18.7 | ) | | — | | | (1.7 | ) | | — | | | (20.4 | ) |
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Debt issuance costs | (2.0 | ) | | — | | | (3.1 | ) | | — | | | (5.1 | ) |
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Intercompany advances (repayments) | 352.1 | | | (283.7 | ) | | (68.4 | ) | | — | | | — | |
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Net cash provided by (used in) financing activities | 331.4 | | | (283.7 | ) | | (28.2 | ) | | — | | | 19.5 | |
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Net Increase (Decrease) in Cash and Cash Equivalents | (10.7 | ) | | (2.3 | ) | | 1.9 | | | — | | | (11.1 | ) |
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Cash and Cash Equivalents, Beginning of Period | 142 | | | 20 | | | 38.5 | | | — | | | 200.5 | |
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Cash and Cash Equivalents, End of Period | $ | 131.3 | | | $ | 17.7 | | | $ | 40.4 | | | $ | — | | | $ | 189.4 | |
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Guarantees of the Series A Notes and the Series B Notes |
On July 22, 2011, we issued $140 million in aggregate principal amount of our Series A Notes and $100 million in aggregate principal amount of our Series B Notes (collectively, the “Convertible Secured Notes”). In connection with the Convertible Secured Notes, the following wholly 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. |
The condensed consolidating financial statements are presented in lieu of separate financial statements and other related disclosures of the subsidiary guarantors and issuer because we do 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. Certain prior period amounts have been reclassified to conform to current presentation. |
The following represents condensed consolidating financial information as of September 30, 2013 and December 31, 2012, with respect to the financial position and for the three and nine months ended September 30, 2013 and 2012, for results of operations and nine months ended September 30, 2013 for 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 |
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As of September 30, 2013 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Cash and cash equivalents | $ | 129.6 | | | $ | 15.1 | | | $ | 25.8 | | | $ | — | | | $ | 170.5 | |
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Intercompany advances receivable | — | | | (35.2 | ) | | 35.2 | | | — | | | — | |
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Accounts receivable, net | 3.3 | | | 27.6 | | | 488.1 | | | — | | | 519 | |
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Prepaid expenses and other | 105 | | | 62.6 | | | 2.1 | | | — | | | 169.7 | |
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Total current assets | 237.9 | | | 70.1 | | | 551.2 | | | — | | | 859.2 | |
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Property and equipment | 0.8 | | | 2,802.10 | | | 51.6 | | | — | | | 2,854.50 | |
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Less – accumulated depreciation | (0.3 | ) | | (1,694.9 | ) | | (38.4 | ) | | — | | | (1,733.6 | ) |
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Net property and equipment | 0.5 | | | 1,107.20 | | | 13.2 | | | — | | | 1,120.90 | |
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Investment in subsidiaries | 1,743.50 | | | 206.7 | | | — | | | (1,950.2 | ) | | — | |
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Receivable from affiliate | (491.1 | ) | | 494.2 | | | 196.9 | | | (200.0 | ) | | — | |
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Intangibles and other assets | 37.8 | | | 85.1 | | | 30.9 | | | — | | | 153.8 | |
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Total Assets | $ | 1,528.60 | | | $ | 1,963.30 | | | $ | 792.2 | | | $ | (2,150.2 | ) | | $ | 2,133.90 | |
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Intercompany advances payable | $ | (11.8 | ) | | $ | (269.2 | ) | | $ | 281 | | | $ | — | | | $ | — | |
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Accounts payable | 42.9 | | | 143.1 | | | 8.3 | | | — | | | 194.3 | |
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Wages, vacations and employees’ benefits | 13.2 | | | 207.2 | | | 3.7 | | | — | | | 224.1 | |
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Other current and accrued liabilities | 174.3 | | | 17.2 | | | 8.2 | | | — | | | 199.7 | |
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Current maturities of long-term debt | 74.5 | | | 0.6 | | | 317.6 | | | — | | | 392.7 | |
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Total current liabilities | 293.1 | | | 98.9 | | | 618.8 | | | — | | | 1,010.80 | |
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Payable to affiliate | — | | | 200 | | | — | | | (200.0 | ) | | — | |
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Long-term debt, less current portion | 967.5 | | | 0.8 | | | — | | | — | | | 968.3 | |
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Deferred income taxes, net | 225.7 | | | (228.3 | ) | | 2.6 | | | — | | | — | |
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Pension and postretirement | 503.5 | | | — | | | (0.1 | ) | | — | | | 503.4 | |
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Claims and other liabilities | 279.9 | | | 35.1 | | | 2.2 | | | — | | | 317.2 | |
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Commitments and contingencies | | | | | | | | | |
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Shareholders’ equity (deficit) | (741.1 | ) | | 1,856.80 | | | 168.7 | | | (1,950.2 | ) | | (665.8 | ) |
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Total Liabilities and Shareholders’ Equity (Deficit) | $ | 1,528.60 | | | $ | 1,963.30 | | | $ | 792.2 | | | $ | (2,150.2 | ) | | $ | 2,133.90 | |
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As of December 31, 2012 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Cash and cash equivalents | $ | 151.9 | | | $ | 15.5 | | | $ | 41.3 | | | $ | — | | | $ | 208.7 | |
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Intercompany advances receivable | — | | | (28.8 | ) | | 28.8 | | | — | | | — | |
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Accounts receivable, net | 3.3 | | | 20.6 | | | 436.2 | | | — | | | 460.1 | |
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Prepaid expenses and other | 93.7 | | | 31.8 | | | (20.2 | ) | | — | | | 105.3 | |
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Total current assets | 248.9 | | | 39.1 | | | 486.1 | | | — | | | 774.1 | |
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Property and equipment | 0.7 | | | 2,814.90 | | | 53.4 | | | — | | | 2,869.00 | |
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Less – accumulated depreciation | (0.2 | ) | | (1,638.7 | ) | | (38.7 | ) | | — | | | (1,677.6 | ) |
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Net property and equipment | 0.5 | | | 1,176.20 | | | 14.7 | | | — | | | 1,191.40 | |
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Investment in subsidiaries | 1,463.50 | | | 149.2 | | | (4.1 | ) | | (1,608.6 | ) | | — | |
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Receivable from affiliate | (392.8 | ) | | 351.5 | | | 241.3 | | | (200.0 | ) | | — | |
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Intangibles and other assets | 154.1 | | | 86.9 | | | 19 | | | — | | | 260 | |
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Total Assets | $ | 1,474.20 | | | $ | 1,802.90 | | | $ | 757 | | | $ | (1,808.6 | ) | | $ | 2,225.50 | |
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Intercompany advances payable | $ | (11.8 | ) | | $ | (294.5 | ) | | $ | 306.3 | | | $ | — | | | $ | — | |
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Accounts payable | 42.1 | | | 112.3 | | | 7.6 | | | — | | | 162 | |
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Wages, vacations and employees’ benefits | 13.2 | | | 173.8 | | | 3.9 | | | — | | | 190.9 | |
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Other current and accrued liabilities | 193.5 | | | 28 | | | 11.7 | | | — | | | 233.2 | |
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Current maturities of long-term debt | 6.8 | | | — | | | 2.3 | | | — | | | 9.1 | |
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Total current liabilities | 243.8 | | | 19.6 | | | 331.8 | | | — | | | 595.2 | |
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Payable to affiliate | — | | | 200 | | | — | | | (200.0 | ) | | — | |
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Long-term debt, less current portion | 1,054.70 | | | — | | | 311.6 | | | — | | | 1,366.30 | |
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Deferred income taxes, net | 228.2 | | | (230.9 | ) | | 2.7 | | | — | | | — | |
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Pension and postretirement | 548.8 | | | — | | | — | | | — | | | 548.8 | |
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Claims and other liabilities | 302.9 | | | 40.9 | | | 0.5 | | | — | | | 344.3 | |
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Commitments and contingencies | | | | | | | | | |
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Shareholders’ equity (deficit) | (904.2 | ) | | 1,773.30 | | | 110.4 | | | (1,608.6 | ) | | (629.1 | ) |
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Total Liabilities and Shareholders’ Equity (Deficit) | $ | 1,474.20 | | | $ | 1,802.90 | | | $ | 757 | | | $ | (1,808.6 | ) | | $ | 2,225.50 | |
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Condensed Consolidating Comprehensive Income (Loss) |
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Three Months Ended September 30, 2013 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Revenue | $ | — | | | $ | 1,216.80 | | | $ | 35.9 | | | $ | — | | | $ | 1,252.70 | |
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Operating Expenses: | | | | | | | | | |
Salaries, wages and employees’ benefits | 6.6 | | | 691.6 | | | 13.6 | | | — | | | 711.8 | |
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Operating expenses and supplies | (2.9 | ) | | 277.3 | | | 10 | | | — | | | 284.4 | |
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Purchased transportation | — | | | 130.2 | | | 8.8 | | | — | | | 139 | |
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Depreciation and amortization | — | | | 42.7 | | | 0.6 | | | — | | | 43.3 | |
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Other operating expenses | — | | | 67 | | | 0.1 | | | — | | | 67.1 | |
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Losses on property disposals, net | — | | | 1.3 | | | — | | | — | | | 1.3 | |
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Total operating expenses | 3.7 | | | 1,210.10 | | | 33.1 | | | — | | | 1,246.90 | |
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Operating Income (Loss) | (3.7 | ) | | 6.7 | | | 2.8 | | | — | | | 5.8 | |
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Nonoperating Expenses (Income): | | | | | | | | | |
Interest expense | 30.4 | | | 0.2 | | | 12.5 | | | — | | | 43.1 | |
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Other, net | 32.4 | | | (3.4 | ) | | (29.2 | ) | | — | | | (0.2 | ) |
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Nonoperating expenses (income), net | 62.8 | | | (3.2 | ) | | (16.7 | ) | | — | | | 42.9 | |
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Income (loss) before income taxes | (66.5 | ) | | 9.9 | | | 19.5 | | | — | | | (37.1 | ) |
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Income tax provision (benefit) | 6.7 | | | (0.1 | ) | | 0.7 | | | — | | | 7.3 | |
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Net income (loss) | (73.2 | ) | | 10 | | | 18.8 | | | — | | | (44.4 | ) |
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Other comprehensive income, net of tax | 0.3 | | | 3.5 | | | 0.8 | | | — | | | 4.6 | |
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Comprehensive Income (Loss) | $ | (72.9 | ) | | $ | 13.5 | | | $ | 19.6 | | | $ | — | | | $ | (39.8 | ) |
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Three Months Ended September 30, 2012 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Revenue | $ | — | | | $ | 1,196.90 | | | $ | 39.9 | | | $ | — | | | $ | 1,236.80 | |
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Operating Expenses: | | | | | | | | | |
Salaries, wages and employees’ benefits | 8.3 | | | 677.9 | | | 14.8 | | | — | | | 701 | |
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Operating expenses and supplies | (7.1 | ) | | 271.9 | | | 10.6 | | | — | | | 275.4 | |
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Purchased transportation | — | | | 114.5 | | | 12.3 | | | — | | | 126.8 | |
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Depreciation and amortization | — | | | 43.9 | | | 0.7 | | | — | | | 44.6 | |
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Other operating expenses | 0.9 | | | 62.2 | | | 0.9 | | | — | | | 64 | |
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Gains on property disposals, net | — | | | (2.3 | ) | | — | | | — | | | (2.3 | ) |
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Total operating expenses | 2.1 | | | 1,168.10 | | | 39.3 | | | — | | | 1,209.50 | |
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Operating Income (Loss) | (2.1 | ) | | 28.8 | | | 0.6 | | | — | | | 27.3 | |
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Nonoperating Expenses (Income): | | | | | | | | | |
Interest expense (income) | 24.4 | | | (3.1 | ) | | 12.4 | | | — | | | 33.7 | |
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Other, net | 77.7 | | | (51.1 | ) | | (26.8 | ) | | — | | | (0.2 | ) |
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Nonoperating expenses (income), net | 102.1 | | | (54.2 | ) | | (14.4 | ) | | — | | | 33.5 | |
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Income (loss) before income taxes | (104.2 | ) | | 83 | | | 15 | | | — | | | (6.2 | ) |
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Income tax provision (benefit) | (11.2 | ) | | 1.1 | | | 0.9 | | | — | | | (9.2 | ) |
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Net income (loss) | (93.0 | ) | | 81.9 | | | 14.1 | | | — | | | 3 | |
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Other comprehensive income (loss), net of tax | (0.1 | ) | | 0.8 | | | 3 | | | — | | | 3.7 | |
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Comprehensive Income (Loss) | $ | (93.1 | ) | | $ | 82.7 | | | $ | 17.1 | | | $ | — | | | $ | 6.7 | |
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Nine Months Ended September 30, 2013 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Revenue | $ | — | | | $ | 3,551.90 | | | $ | 105.8 | | | $ | — | | | $ | 3,657.70 | |
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Operating Expenses: | | | | | | | | | |
Salaries, wages and employees’ benefits | 26.2 | | | 2,043.10 | | | 41 | | | — | | | 2,110.30 | |
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Operating expenses and supplies | (16.9 | ) | | 824.3 | | | 30.6 | | | — | | | 838 | |
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Purchased transportation | — | | | 355.1 | | | 24.5 | | | — | | | 379.6 | |
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Depreciation and amortization | 0.1 | | | 128.5 | | | 1.8 | | | — | | | 130.4 | |
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Other operating expenses | 0.1 | | | 171.4 | | | (0.2 | ) | | — | | | 171.3 | |
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Gains on property disposals, net | — | | | (1.9 | ) | | — | | | — | | | (1.9 | ) |
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Total operating expenses | 9.5 | | | 3,520.50 | | | 97.7 | | | — | | | 3,627.70 | |
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Operating Income (Loss) | (9.5 | ) | | 31.4 | | | 8.1 | | | — | | | 30 | |
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Nonoperating Expenses (Income): | | | | | | | | | |
Interest expense (income) | 88.2 | | | (1.5 | ) | | 37.5 | | | — | | | 124.2 | |
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Other, net | 78.5 | | | 5.4 | | | (86.9 | ) | | — | | | (3.0 | ) |
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Nonoperating expenses (income), net | 166.7 | | | 3.9 | | | (49.4 | ) | | — | | | 121.2 | |
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Income (loss) before income taxes | (176.2 | ) | | 27.5 | | | 57.5 | | | — | | | (91.2 | ) |
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Income tax provision (benefit) | (8.0 | ) | | (1.1 | ) | | 1.9 | | | — | | | (7.2 | ) |
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Net income (loss) | (168.2 | ) | | 28.6 | | | 55.6 | | | — | | | (84.0 | ) |
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Other comprehensive income (loss), net of tax | 1.3 | | | 10.2 | | | (1.7 | ) | | — | | | 9.8 | |
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Comprehensive Income (Loss) | $ | (166.9 | ) | | $ | 38.8 | | | $ | 53.9 | | | $ | — | | | $ | (74.2 | ) |
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Nine Months Ended September 30, 2012 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Revenue | $ | — | | | $ | 3,557.70 | | | $ | 124.2 | | | $ | — | | | $ | 3,681.90 | |
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Operating Expenses: | | | | | | | | | |
Salaries, wages and employees’ benefits | 26.8 | | | 2,056.90 | | | 46.1 | | | — | | | 2,129.80 | |
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Operating expenses and supplies | (22.8 | ) | | 847.3 | | | 29.9 | | | — | | | 854.4 | |
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Purchased transportation | — | | | 333.1 | | | 39.6 | | | — | | | 372.7 | |
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Depreciation and amortization | 0.1 | | | 137.5 | | | 1.8 | | | — | | | 139.4 | |
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Other operating expenses | 2.8 | | | 185.5 | | | 3.7 | | | — | | | 192 | |
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Gains on property disposals, net | — | | | (0.4 | ) | | (0.1 | ) | | — | | | (0.5 | ) |
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Total operating expenses | 6.9 | | | 3,559.90 | | | 121 | | | — | | | 3,687.80 | |
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Operating Income (Loss) | (6.9 | ) | | (2.2 | ) | | 3.2 | | | — | | | (5.9 | ) |
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Nonoperating Expenses (Income): | | | | | | | | | |
Interest expense (income) | 77.8 | | | (2.4 | ) | | 36.2 | | | — | | | 111.6 | |
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Other, net | 226.6 | | | (145.9 | ) | | (83.9 | ) | | — | | | (3.2 | ) |
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Nonoperating expenses (income), net | 304.4 | | | (148.3 | ) | | (47.7 | ) | | — | | | 108.4 | |
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Income (loss) before income taxes | (311.3 | ) | | 146.1 | | | 50.9 | | | — | | | (114.3 | ) |
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Income tax provision (benefit) | (16.0 | ) | | 1 | | | 1.9 | | | — | | | (13.1 | ) |
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Net income (loss) | (295.3 | ) | | 145.1 | | | 49 | | | — | | | (101.2 | ) |
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Less: Net income attributable to non-controlling interest | — | | | — | | | 3.9 | | | — | | | 3.9 | |
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Net Income (Loss) Attributable to YRC Worldwide Inc. | (295.3 | ) | | 145.1 | | | 45.1 | | | — | | | (105.1 | ) |
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Other comprehensive income, net of tax | 0.6 | | | 6.1 | | | 3.2 | | | — | | | 9.9 | |
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Comprehensive Income (Loss) Attributable to YRC Worldwide Inc. Shareholders | $ | (294.7 | ) | | $ | 151.2 | | | $ | 48.3 | | | $ | — | | | $ | (95.2 | ) |
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Condensed Consolidating Statements of Cash Flows |
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Nine Months Ended September 30, 2013 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Activities: | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | (194.9 | ) | | $ | 188.9 | | | $ | 3 | | | $ | — | | | $ | (3.0 | ) |
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Investing Activities: | | | | | | | | | |
Acquisition of property and equipment | — | | | (56.2 | ) | | (0.3 | ) | | — | | | (56.5 | ) |
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Proceeds from disposal of property and equipment | — | | | 5.9 | | | — | | | — | | | 5.9 | |
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Restricted amounts held in escrow | 19.9 | | | — | | | — | | | — | | | 19.9 | |
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Other, net | 1.8 | | | — | | | — | | | — | | | 1.8 | |
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Net cash provided by (used in) investing activities | 21.7 | | | (50.3 | ) | | (0.3 | ) | | — | | | (28.9 | ) |
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Financing Activities: | | | | | | | | | |
Issuance of long-term debt | — | | | 0.3 | | | — | | | — | | | 0.3 | |
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Repayments of long-term debt | (4.7 | ) | | (0.2 | ) | | (1.7 | ) | | — | | | (6.6 | ) |
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Intercompany advances (repayments) | 155.6 | | | (139.1 | ) | | (16.5 | ) | | — | | | — | |
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Net cash provided by (used in) financing activities | 150.9 | | | (139.0 | ) | | (18.2 | ) | | — | | | (6.3 | ) |
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Net Decrease in Cash and Cash Equivalents | (22.3 | ) | | (0.4 | ) | | (15.5 | ) | | — | | | (38.2 | ) |
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Cash and Cash Equivalents, Beginning of Period | 151.9 | | | 15.5 | | | 41.3 | | | — | | | 208.7 | |
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Cash and Cash Equivalents, End of Period | $ | 129.6 | | | $ | 15.1 | | | $ | 25.8 | | | $ | — | | | $ | 170.5 | |
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Nine Months Ended September 30, 2012 (in millions) | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated |
Subsidiaries | Subsidiaries |
Operating Activities: | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | (368.4 | ) | | $ | 316 | | | $ | 4.4 | | | $ | — | | | $ | (48.0 | ) |
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Investing Activities: | | | | | | | | | |
Acquisition of property and equipment | — | | | (47.2 | ) | | (0.9 | ) | | — | | | (48.1 | ) |
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Proceeds from disposal of property and equipment | — | | | 39.2 | | | — | | | — | | | 39.2 | |
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Restricted amounts held in escrow | 23.9 | | | — | | | — | | | — | | | 23.9 | |
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Other, net | 2.4 | | | — | | | — | | | — | | | 2.4 | |
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Net cash provided by (used in) investing activities | 26.3 | | | (8.0 | ) | | (0.9 | ) | | — | | | 17.4 | |
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Financing Activities: | | | | | | | | | |
Issuance of long-term debt | — | | | — | | | 45 | | | — | | | 45 | |
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Repayments of long-term debt | (18.7 | ) | | — | | | (1.7 | ) | | — | | | (20.4 | ) |
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Debt issuance cost | (2.0 | ) | | — | | | (3.1 | ) | | — | | | (5.1 | ) |
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Intercompany advances (repayments) | 352.1 | | | (310.4 | ) | | (41.7 | ) | | — | | | — | |
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Net cash provided by (used in) financing activities | 331.4 | | | (310.4 | ) | | (1.5 | ) | | — | | | 19.5 | |
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Net Increase (Decrease) in Cash and Cash Equivalents | (10.7 | ) | | (2.4 | ) | | 2 | | | — | | | (11.1 | ) |
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Cash and Cash Equivalents, Beginning of Period | 142 | | | 21.1 | | | 37.4 | | | — | | | 200.5 | |
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Cash and Cash equivalents, End of Period | $ | 131.3 | | | $ | 18.7 | | | $ | 39.4 | | | $ | — | | | $ | 189.4 | |
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