Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | XPO | |
Entity Registrant Name | XPO Logistics, Inc. | |
Entity Central Index Key | 1,166,003 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 108,375,625 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,285.3 | $ 644.1 |
Accounts receivable, net of allowances of $8.9 and $9.8, respectively | 1,647.2 | 543.8 |
Deferred tax asset, current | 23.4 | 9.2 |
Other current assets | 284.8 | 36 |
Total current assets | 3,240.7 | 1,233.1 |
Property and equipment, net of $144.6 and $47.3 in accumulated depreciation, respectively | 955.7 | 221.9 |
Goodwill | 3,445 | 929.3 |
Identifiable intangible assets, net of $158.9 and $74.6 in accumulated amortization, respectively | 1,159.4 | 341.5 |
Deferred tax asset, long-term | 106 | 0 |
Other long-term assets | 129.8 | 35.4 |
Total long-term assets | 5,795.9 | 1,528.1 |
Total assets | 9,036.6 | 2,761.2 |
Current liabilities: | ||
Accounts payable | 958.4 | 252.7 |
Accrued expenses, other | 648.9 | 119.9 |
Current maturities of long-term debt | 120.3 | 1.8 |
Deferred tax liability, current | 28.1 | 0 |
Other current liabilities | 193.1 | 6.7 |
Total current liabilities | 1,948.8 | 381.1 |
Long-term debt | 3,359.1 | 592.1 |
Deferred tax liability, long-term | 345.3 | 74.5 |
Employee benefit obligations | 106.7 | 0 |
Other long-term liabilities | 136.9 | 58.4 |
Total long-term liabilities | $ 3,948 | $ 725 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Convertible perpetual preferred stock, $.001 par value; 10,000,000 shares authorized; 72,885 and 73,335 of Series A shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 42 | $ 42.2 |
Common stock, $.001 par value; 300,000,000 shares authorized; 108,373,631 and 77,421,683 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 0.1 | 0.1 |
Additional paid-in capital | 3,168.3 | 1,831.9 |
Accumulated deficit | (402.6) | (219.1) |
Accumulated other comprehensive income | 0.4 | 0 |
Noncontrolling interests | 331.6 | 0 |
Total stockholders’ equity | 3,139.8 | 1,655.1 |
Total liabilities and stockholders’ equity | $ 9,036.6 | $ 2,761.2 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowances | $ 8.9 | $ 9.8 |
Property and equipment, accumulated depreciation | 144.6 | 47.3 |
Identifiable intangible assets, accumulated amortization | $ 158.9 | $ 74.6 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 150,000,000 |
Common stock, shares issued | 108,373,631 | 77,421,683 |
Common stock, shares outstanding | 108,373,631 | 77,421,683 |
Series A Preferred Stock | ||
Preferred stock, shares issued | 72,885 | 73,335 |
Preferred stock, shares outstanding | 72,885 | 73,335 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,362.1 | $ 662.5 | $ 4,281 | $ 1,525.9 |
Operating expenses | ||||
Cost of transportation and services | 1,237.3 | 487.4 | 2,385.4 | 1,170.5 |
Direct operating expense | 798.1 | 71 | 1,267.5 | 102.2 |
Sales, general and administrative expense | 282.6 | 117.7 | 618.7 | 300.1 |
Total operating expenses | 2,318 | 676.1 | 4,271.6 | 1,572.8 |
Operating income (loss) | 44.1 | (13.6) | 9.4 | (46.9) |
Other expense | 1.6 | 0.3 | 3.9 | 0.7 |
Foreign currency loss | 14.5 | 0 | 34.6 | 0 |
Interest expense | 61.5 | 17.8 | 120.9 | 31.3 |
Loss before income tax benefit | (33.5) | (31.7) | (150) | (78.9) |
Income tax expense (benefit) | 1.9 | (20.1) | (21.3) | (25.2) |
Net loss | (35.4) | (11.6) | (128.7) | (53.7) |
Preferred stock beneficial conversion charge | (52) | 0 | (52) | 0 |
Cumulative preferred dividends | (0.7) | (0.7) | (2.2) | (2.2) |
Net income attributable to noncontrolling interests | (5) | 0 | (0.6) | 0 |
Net loss attributable to common shareholders | $ (93.1) | $ (12.3) | $ (183.5) | $ (55.9) |
Basic loss per share (in usd per share) | $ (0.94) | $ (0.23) | $ (2.10) | $ (1.13) |
Diluted loss per share (in usd per share) | $ (0.94) | $ (0.23) | $ (2.10) | $ (1.13) |
Weighted average common shares outstanding | ||||
Basic weighted average common shares outstanding | 98,568,971 | 54,469,943 | 87,315,661 | 49,497,353 |
Diluted weighted average common shares outstanding | 98,600,000 | 54,500,000 | 87,300,000 | 49,500,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (35.4) | $ (11.6) | $ (128.7) | $ (53.7) |
Less: Net income attributable to noncontrolling interests | (5) | 0 | (0.6) | 0 |
Net loss attributable to the Company | (40.4) | (11.6) | (129.3) | (53.7) |
Other comprehensive (loss) income | ||||
Foreign currency translation (losses) gains, net of tax effect of $0.0, $0.0, $0.0 and $0.0 | (6.3) | 0 | (0.6) | 0 |
Unrealized gains (losses) on cash flow and net investment hedges, net of tax effect of $0.1, $0.0, $0.1 and $0.0 | 16.2 | 0 | (17) | 0 |
Change in defined benefit plans liability, net of tax effect of $(2.5), $0.0, $(5.4) and $0.0 | 9.9 | 0 | 21.4 | 0 |
Other comprehensive income | 19.8 | 0 | 3.8 | 0 |
Less: Other comprehensive loss (income) attributable to noncontrolling interests | 1.8 | 0 | (3.4) | 0 |
Other comprehensive income attributable to the Company | 21.6 | 0 | 0.4 | 0 |
Comprehensive loss | (15.6) | (11.6) | (124.9) | (53.7) |
Less: Comprehensive income attributable to noncontrolling interests | (3.2) | 0 | (4) | 0 |
Comprehensive loss attributable to the Company | $ (18.8) | $ (11.6) | $ (128.9) | $ (53.7) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation gains, tax effect | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized losses on cash flow and net investment hedges, tax effect | 0.1 | 0 | 0.1 | 0 |
Change in defined benefit plans liability, tax effect | $ (2.5) | $ 0 | $ (5.4) | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (128.7) | $ (53.7) |
Adjustments to reconcile net loss to net cash from operating activities | ||
Provisions for allowance for doubtful accounts | 2.1 | 5.1 |
Depreciation and amortization | 191.9 | 63.8 |
Stock compensation expense | 19.7 | 5.6 |
Accretion of debt | 4.7 | 4.2 |
Deferred tax benefit | (41.9) | (28.7) |
Gain on sale of assets | (7.6) | 0 |
Loss on foreign currency transactions | 11.9 | 0 |
Other | 2.5 | 2.3 |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (2.3) | (73.5) |
Income tax receivable | 27.5 | 2.9 |
Prepaid expense and other assets | 5 | 1.3 |
Accounts payable | (59.9) | 39.7 |
Accrued expenses and other liabilities | 14.5 | 17.7 |
Cash flows provided (used) by operating activities | 39.4 | (13.3) |
Investing activities | ||
Acquisition of businesses, net of cash acquired | (1,609.8) | (813.7) |
Loss on forward contract related to acquisition | (9.7) | 0 |
Payment for purchases of property and equipment | (114.4) | (21.6) |
Proceeds from sale of assets | 38.7 | 0.4 |
Cash flows used by investing activities | (1,695.2) | (834.9) |
Financing activities | ||
Proceeds from preferred stock and common stock offerings | 1,260 | 1,131.3 |
Payment for equity issuance costs | (31.9) | (33.4) |
Proceeds from issuance of long-term debt | 2,596.7 | 500 |
Payment for debt issuance costs | (7.9) | (10.4) |
Repayment of long-term debt | (1,067.4) | 0 |
Proceeds from borrowing on revolving credit facility | 0 | 130 |
Repayment of borrowings on revolving credit facility | 0 | (205) |
Bank overdrafts | 14.4 | 0 |
Purchase of noncontrolling interests | (459.7) | 0 |
Dividends paid to preferred stockholders | (2.2) | (2.2) |
Other | 0.2 | (3.5) |
Cash flows provided by financing activities | 2,302.2 | 1,506.8 |
Effect of exchange rates on cash | (5.2) | 0 |
Net increase in cash | 641.2 | 658.6 |
Cash and cash equivalents, beginning of period | 644.1 | 21.5 |
Cash and cash equivalents, end of period | 1,285.3 | 680.1 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 93.5 | 15.3 |
Cash paid (received) for income taxes | 0.5 | (1.1) |
Equity portion of acquisition purchase price | 1.5 | 138.3 |
Equity issued upon conversion of debt | $ 42.3 | $ 10.5 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Millions | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss), Foreign Currency Translation Adjustments | Accumulated Other Comprehensive Income/(Loss), Cash Flow Hedges | Accumulated Other Comprehensive Income/(Loss), Employee Benefit Plans | Non-controlling Interests | Series A Preferred Stock | Series A Preferred StockPreferred Stock | Series A Preferred StockCommon Stock | Series A Preferred StockAdditional Paid-In Capital | Series C Preferred Stock | Series C Preferred StockPreferred Stock | Series C Preferred StockCommon Stock | Series C Preferred StockAdditional Paid-In Capital | Series C Preferred StockAccumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2014 | 77,422 | 73 | 0 | |||||||||||||||
Beginning Balance at Dec. 31, 2014 | $ 1,655.1 | $ 0.1 | $ 1,831.9 | $ (219.1) | $ 0 | $ 0 | $ 0 | $ 0 | $ 42.2 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net loss | (128.7) | (128.7) | ||||||||||||||||
Other comprehensive income (loss), net of $5.3 total tax effect | 3.8 | (0.6) | (17) | 21.4 | ||||||||||||||
Transfer to noncontrolling interest from redeemable noncontrolling interest | 324.6 | 4.2 | 320.4 | |||||||||||||||
Acquisition of noncontrolling interests and current year activity | 7.2 | (0.6) | 0.5 | 0.3 | (4.2) | 11.2 | ||||||||||||
Exercise of warrants and stock options and other (in shares) | 338 | |||||||||||||||||
Exercise of warrants and stock options and other | 0.7 | 0.7 | ||||||||||||||||
Conversion of preferred stock to common stock (in shares) | 64 | 563 | 12,501 | |||||||||||||||
Conversion of preferred stock to common stock | $ 0 | $ (0.2) | $ 0.2 | $ 0 | $ (548.5) | $ 548.5 | ||||||||||||
Deemed distribution for recognition of beneficial conversion feature on preferred stock | $ 0 | $ 52 | $ (52) | |||||||||||||||
Proceeds from issuance of stock, net of issuance costs (in shares) | 15,499 | 563 | ||||||||||||||||
Proceeds from issuance of stock, net of issuance costs | $ 548.5 | $ 679.6 | 679.6 | $ 548.5 | ||||||||||||||
Issuance of common stock for acquisitions, (in shares) | 38 | |||||||||||||||||
Issuance of common stock for acquisitions | 1.5 | 1.5 | ||||||||||||||||
Issuance of common stock upon conversion of senior notes, net of tax (in shares) | 2,512 | |||||||||||||||||
Issuance of common stock upon conversion of senior notes, net of tax | 40 | 40 | ||||||||||||||||
Dividend paid | (2.2) | (2.2) | ||||||||||||||||
Stock compensation expense | 9.7 | 9.7 | ||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2015 | 108,374 | 73 | 0 | |||||||||||||||
Ending Balance at Sep. 30, 2015 | $ 3,139.8 | $ 0.1 | $ 3,168.3 | $ (402.6) | $ (0.1) | $ (16.7) | $ 17.2 | $ 331.6 | $ 42 | $ 0 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Other comprehensive income (loss), tax | $ 5.3 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Nature of Business As of September 30, 2015, prior to its acquisition of Con-way Inc. (“Con-way”), XPO Logistics, Inc. and its subsidiaries (“XPO” or the “Company”) provide comprehensive supply chain solutions to more than 30,000 customers through an integrated network of over 56,000 employees and 900 locations in 27 countries. The Company's customers are multinational, national, mid-size and small enterprises, and include many of the most prominent companies in the world. XPO runs its business on a global basis, with two reportable segments: Logistics and Transportation. For information regarding the Company's acquisition of Con-way, which was completed on October 30, 2015, and a description of the scope of the Company's businesses following the Con-way acquisition, refer to Note 18—Subsequent Events . In the Logistics segment, the Company provides a range of contract logistics services, including highly engineered and customized solutions, value-added warehousing and distribution, and other inventory solutions. The Company performs e-commerce fulfillment, reverse logistics, storage, factory support, aftermarket support, integrated manufacturing, packaging, labeling, distribution and transportation, as well as optimization services such as supply chain consulting and production flow management. As of September 30, 2015, prior to its acquisition of Con-way, the Company operated approximately 129 million square feet ( 12.1 million square meters) of contract logistics facility space worldwide, with about 50 million square feet ( 4.7 million square meters) of that capacity in the United States. In the Transportation segment, the Company provides multiple services to facilitate the movement of raw materials, parts and finished goods. The Company accomplishes this by using its proprietary transportation management technology, third-party carriers and Company-owned trucks. The Company manages all aspects of these services, including the selection of qualified carriers, rate negotiations, the tracking of shipments, billing and dispute resolution. XPO's services encompass: • Truckload and less-than truckload transportation and brokerage, intermodal brokerage, and last mile logistics services, all of which are arranged using relationships with subcontracted motor and rail carriers and independent technicians, as well as independent contract drivers and vehicles that are owned and operated by the Company; • The management of expedite shipments, which are urgent, time-critical shipments sold to customers in North America through direct transacting and through XPO's web-based technology. Expedite ground services are provided through a fleet of vehicles that are owned and operated by independent contract drivers, and through contracted third-party motor carriers. For expedite shipments requiring air charter, service is arranged using the Company's relationships with third-party air carriers; and • Global forwarding, including ground, air and ocean transportation services for customers with domestic and international supply chain requirements. The Company's global forwarding transportation services are sold and facilitated through a network of Company-owned and independently-owned offices in North America, South America, Europe and Asia. All of the Company’s businesses operate as the single global brand of XPO Logistics. Under the Company’s cross-selling customer service initiative, all services are offered to all customers to fulfill their supply chain requirements. For specific financial information relating to the above segments, refer to Note 17—Segment Reporting . |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with the instructions to Form 10-Q. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements reflect, in the opinion of the Company, all material adjustments (which include only normal recurring adjustments) necessary to fairly present the Company’s financial position as of September 30, 2015 and December 31, 2014 , and results of operations for the three- and nine- month periods ended September 30, 2015 and 2014 . Intercompany transactions have been eliminated in the condensed consolidated balance sheets and results of operations. Where the presentation of these intercompany eliminations differs between the consolidated and reportable segment financial statements, reconciliations of certain line items are provided. The results of operations of acquired companies are included in the Company's results from the closing date of the acquisition and forward. Income or loss attributable to noncontrolling interests is deducted from net income/loss to determine net income/loss attributable to common shareholders. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2014 that are set forth in the Company’s Annual Report on Form 10-K, a copy of which is available on the SEC’s website (www.sec.gov). Results of operations for interim periods are not necessarily indicative of results to be expected for a full year. Consolidation The Company's financial statements consolidate all of its affiliates in which it has a controlling financial interest, most often because the Company holds a majority voting interest. To determine if the Company holds a controlling financial interest in an entity, the Company first evaluates if it is required to apply the variable interest entity (“VIE”) model to the entity; otherwise the entity is evaluated under the voting interest model. Where the Company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE's economic performance combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company has a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the design of an entity, the Company reconsiders whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in a VIE. The Company holds a controlling financial interest in other entities where it currently holds, directly or indirectly, more than 50% of the voting rights or where it exercises control through substantive participating rights or as a general partner. Where the Company is a general partner, it considers substantive removal rights held by other partners in determining if it holds a controlling financial interest. The Company reevaluates whether it has a controlling financial interest in these entities when its voting or substantive participating rights change. Associated companies are unconsolidated VIE's and other entities in which the Company does not have a controlling financial interest, but over which it has significant influence, most often because the Company holds a voting interest of 20% to 50%. Associated companies are accounted for as equity method investments. Results of associated companies are presented on a one-line basis in other income/expense. Investments in, and advances to, associated companies are presented on a one-line basis in the other long-term assets line item in the condensed consolidated balance sheet, net of allowance for losses, which represents the Company's best estimate of probable losses inherent in such assets. Use of Estimates The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company reviews its estimates on a regular basis and makes adjustments based on historical experience and existing and expected future conditions. Estimates are made with respect to, among other matters, recognition of revenue, costs of transportation and services, direct operating expenses, estimated useful lives of property and equipment, recoverability of goodwill and long-lived assets, estimated legal accruals, estimated restructuring accruals, estimated employee benefit obligations, valuation allowances for deferred taxes, reserve for uncertain tax positions, probability of achieving performance targets for vesting of performance-based restricted stock units, and allowance for doubtful accounts. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates, which have been discussed with the Audit Committee of the Company’s Board of Directors, are reasonable; however, actual results could differ from these estimates. Significant Accounting Policies Revenue Recognition The Company generally recognizes revenue at the point in time when delivery is completed and the shipping terms of the contract have been satisfied, or in the case of the Company’s Logistics segment, based on specific, objective criteria within the provisions of each contract as described below. Related costs of delivery and service are accrued and expensed in the same period the associated revenue is recognized. Revenue is recognized once the following criteria have been satisfied: • Persuasive evidence of an arrangement exists; • Services have been rendered; • The sales price is fixed or determinable; and • Collectability is reasonably assured. The Company’s Logistics segment recognizes a significant portion of its revenue based on objective criteria that do not require significant estimates or uncertainties. Revenues on cost-reimbursable contracts are recognized by applying a factor to costs as incurred, such factor being determined by the contract provisions. Revenues on unit-price contracts are recognized at the contractual selling prices or as work is completed. Revenues on time and material contracts are recognized at the contractual rates as the labor hours and direct expenses are incurred. Revenues from fixed-price contracts are recognized as services are provided, unless revenues are earned and obligations fulfilled in a different pattern. Certain contracts provide for labor handling charges to be billed for both incoming and outgoing handling of goods at the time the goods are received in a warehouse. For these contracts, revenue is recognized immediately for the amounts representing handling of incoming goods and deferred revenue is recorded for the performance of services related to the handling of outgoing goods, which is recognized once the related goods leave the warehouse. Storage revenue is recognized as it is earned based on the length of time the related product is stored in the warehouse. Generally, the contracts contain provisions for adjustments to future pricing based upon changes in volumes, services and other market conditions, such as inflation. Revenues relating to such incentive or contingency payments are recorded when the contingency is satisfied and the Company concludes the amounts are earned. For all lines of business (other than the Company's managed expedited freight business and the Company's Logistics segment with respect to those transactions where its contract logistics business is serving as the customer’s agent in arranging purchased transportation), the Company reports revenue on a gross basis in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “ Reporting Revenue Gross as Principal Versus Net as an Agent .” The Company believes presentation on a gross basis is appropriate under ASC Topic 605 in light of the following factors: • The Company is the primary obligor and is responsible for providing the service desired by the customer. • The customer holds the Company responsible for fulfillment, including the acceptability of the service (requirements may include, for example, on-time delivery, handling freight loss and damage claims, establishing pick-up and delivery times, tracing shipments in transit, and providing contract-specific services). • For the Company’s expedited, truck brokerage, last mile and intermodal businesses, the Company has complete discretion to select contractors or other transportation providers (collectively, “service providers”). For its freight forwarding business, the Company enters into agreements with significant service providers that specify the cost of services, among other things, and has ultimate authority in providing approval for all service providers that can be used by its independently-owned stations. Independently-owned stations may further negotiate the cost of services with approved service providers for individual customer shipments. • The Company has complete discretion to establish sales and contract pricing. North American independently-owned stations within its global forwarding business have the discretion to establish sales prices. • The Company bears credit risk for all receivables. In the case of global forwarding, the North American independently-owned stations reimburse the Company for a portion (typically 70-80%) of credit losses. The Company retains the risk that the independent station owners will not meet this obligation. For certain of the Company’s subsidiaries in both of its segments, revenue is recognized on a net basis in accordance with ASC Topic 605 because the Company does not serve as the primary obligor. The Company’s global forwarding operations collects certain taxes and duties on behalf of their customers as part of the services offered and arranged for international shipments. The Company presents these collections on a net basis. Other Current Assets Other current assets consist primarily of value-added tax and income tax receivables; prepaid expenses; miscellaneous receivables; inventory; and other current assets. Inventories are stated at cost using the weighted average cost method and consist primarily of diesel fuel, vehicle spare parts and various consumable supplies. The following table outlines the Company’s other current assets as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Value-added tax and income tax receivables $ 117.9 $ 15.4 Prepaid expenses 91.3 13.2 Miscellaneous receivables 37.5 5.4 Inventory 25.5 1.3 Other current assets 12.6 0.7 Total Other Current Assets $ 284.8 $ 36.0 Property and Equipment Property and equipment are generally recorded at cost or in the case of acquired property and equipment at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. When assets are sold, the applicable costs and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. For internally-developed software, the Company has adopted the provisions of ASC Topic 350, “ Intangibles—Goodwill and Other .” Accordingly, certain costs incurred in the planning and evaluation stage of internally-developed computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internally-developed software also includes the fair value of acquired internally-developed technology. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Classification Estimated Useful Life Buildings and leasehold improvements Term of lease to 40 years Vehicles, trailers and tankers 5 to 13 years Rail cars, container and chassis 15 to 30 years Machinery and equipment 5 to 10 years Office and warehouse equipment 5 to 10 years Computer software and equipment 3 to 5 years For additional information, refer to Note 7—Property and Equipment . Goodwill Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. The Company follows the provisions of ASC Topic 350, “ Intangibles—Goodwill and Other, ” which requires an annual impairment test for goodwill. The Company may first choose to perform a qualitative evaluation of the likelihood of goodwill impairment. If the Company determines a quantitative evaluation is necessary, the goodwill at the reporting unit is subject to a two-step impairment test. The first step compares the book value of a reporting unit, including goodwill, with its fair value. If the book value of a reporting unit exceeds its fair value, the Company completes the second step in order to determine the amount of goodwill impairment loss that should be recorded. In the second step, the Company determines an implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. The amount of impairment is equal to the excess of the book value of goodwill over the implied fair value of that goodwill. The Company performs the annual impairment testing during the third quarter unless events or circumstances indicate impairment of the goodwill may have occurred before that time. For the periods presented, the Company did not recognize any goodwill impairment as the estimated fair value of its reporting units with goodwill exceeded the book value of these reporting units. For each of the Company's reporting units, the excess of the fair value over the book value ranged from 87% to over 100% . Given the recent June 2015 acquisition of Norbert Dentressangle SA, the Company performed a qualitative evaluation of the likelihood of goodwill impairment on the former Norbert Dentressangle SA, concluding that no goodwill impairment exists at this time. For additional information, refer to Note 9—Goodwill . Intangible Assets with Definite Lives The Company’s intangible assets subject to amortization consist of customer relationships, carrier relationships, trade names, non-compete agreements, and other intangibles. Customer relationships and trade names are amortized on an accelerated basis over the period of economic benefit based on the estimated cash flows attributable to the related intangible assets. Non-compete agreements, carrier relationships and other intangibles are amortized on a straight-line basis over the estimated useful lives of the related intangible asset. The range of estimated useful lives and the weighted-average useful lives of the respective intangible assets by type are as follows: Classification Estimated Useful Life Weighted-Average Amortization Period Customer relationships 3 to 14 years 12.05 years Carrier relationships 2 years 2.00 years Trade names 3 to 3.5 years 3.06 years Non-compete agreements Term of agreement 4.57 years Other intangible assets 1.5 to 5 years 4.24 years For additional information, refer to Note 8—Intangible Assets . Accrued Expenses, Other Accrued expenses, other consist primarily of accrued salaries and wages; accrued value-added tax and other taxes; accrued interest on the Company's outstanding debt; accrued estimated litigation liabilities; accrued purchased services; accrued insurance claims; and other accrued expenses, including accrued transportation and facility charges accrued equipment costs and maintenance. The following table outlines the Company’s accrued expenses, other as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Accrued salaries and wages $ 325.1 $ 50.1 Accrued value-added tax and other taxes 137.9 1.3 Accrued interest 49.8 15.1 Accrued estimated litigation liabilities 47.8 11.5 Accrued purchased services 24.5 18.9 Accrued insurance claims 14.4 5.8 Other accrued expenses 49.4 17.2 Total Accrued Expenses, Other $ 648.9 $ 119.9 Other Current Liabilities Other current liabilities consist primarily of deferred revenue; bank overdrafts; estimated acquisition earn-out liability; current portion of interest rate swap liability; and other current liabilities. Bank overdrafts represent short-term loans and are classified as liabilities on the condensed consolidated balance sheets and financing cash flows in the condensed consolidated statements of cash flows. The following table outlines the Company’s other current liabilities as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Deferred revenue $ 61.0 $ 0.5 Bank overdrafts 57.5 — Acquisition earn-out liability 29.1 — Current portion of interest rate swap liability 5.0 — Other current liabilities 40.5 6.2 Total Other Current Liabilities $ 193.1 $ 6.7 Fair Value Measurements FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy: • Level 1 —Quoted prices for identical instruments in active markets; • Level 2 —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and • Level 3 —Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates. The aggregate net fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximated their fair values as of September 30, 2015 and December 31, 2014 , respectively. These financial instruments include cash, accounts receivable, notes receivable, accounts payable, accrued expense, and current maturities of long-term debt. Fair values approximate carrying values for these financial instruments since they are short-term in nature and are receivable or payable on demand. The fair value of the asset financing approximates carrying value since the debt is primarily issued at a floating rate, may be prepaid any time at par without penalty and the remaining life is short-term in nature. The carrying amounts for money market funds are a reasonable estimate of fair value and quoted market prices are available. The fair value of the Company's Senior Notes due 2022, Senior Notes due 2019, and convertible senior notes was estimated using quoted market prices for identical instruments in active markets. The fair value of the Company's Senior Notes due 2021 and Euro private placement notes due 2020 was estimated using inputs that are readily available market inputs for long-term debt with similar terms and maturities. For additional information refer to Note 6—Debt . The Company's cross-currency swap and interest rate swap derivatives include over-the-counter derivatives that are primarily valued using models that rely on observable market inputs, such as currency exchange rates and yield curves. For additional information refer to Note 15—Derivative Instruments . The following table summarizes the carrying value and estimated fair value of the Company's financial instruments as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 Carrying Value Fair Value Level 1 Level 2 Level 3 Money market funds $ 376.4 $ 376.4 $ 376.4 $ — $ — Derivative instruments (29.4 ) (29.4 ) — (29.4 ) — Senior notes due 2022 1,600.0 1,359.8 1,359.8 — — Senior notes due 2021 560.2 485.9 — 485.9 — Senior notes due 2019 914.0 877.5 877.5 — — Convertible senior notes 59.1 98.2 98.2 — — Euro private placement notes due 2020 14.9 13.6 — 13.6 — As of December 31, 2014 Carrying Value Fair Value Level 1 Level 2 Level 3 Money market funds $ 330.8 $ 330.8 $ 330.8 $ — $ — Senior notes due 2019 500.0 527.5 527.5 — — Convertible senior notes 91.9 271.3 271.3 — — Derivative Instruments The Company records all derivative instruments in the condensed consolidated balance sheets as assets or liabilities at fair value. The Company’s accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the derivative based upon the exposure being hedged. The effective portions of cash flow hedges are recorded in accumulated other comprehensive income in the condensed consolidated balance sheets until the hedged item is recognized in earnings. The effective portions of net investment hedges are recorded in accumulated other comprehensive income in the condensed consolidated balance sheets as a part of the cumulative translation adjustment. The ineffective portions of cash flow hedges and net investment hedges are recorded in interest expense in the condensed consolidated statements of operations. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in other expense in the condensed consolidated statements of operations. For additional information, refer to Note 15—Derivative Instruments . Defined Benefit Pension Plans Defined benefit pension plan obligations are calculated using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent the Company's best estimates based on information available regarding historical experience and factors that may cause future expectations to differ from past experiences. Differences in actual experience or changes in assumptions could materially impact the Company's obligation and future expense amounts. The impact of plan amendments and actuarial gains and losses are recorded in accumulated other comprehensive income, and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan. For additional information, refer to Note 13—Employee Benefit Plans . Foreign Currency Translation and Transactions The assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in accumulated other comprehensive income in the condensed consolidated balance sheets. The assets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of the Company's foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented. Foreign currency transactions recognized in the condensed consolidated statements of operations are converted to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in foreign currency loss in the condensed consolidated statements of operations. Foreign currency transaction and remeasurement (gains)/losses were $14.5 million and $0.0 million for the three-month periods ended September 30, 2015 and 2014 , respectively, and $34.6 million and $0.0 million for the nine- month periods ended September 30, 2015 and 2014 , respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2015 Acquisitions Norbert Dentressangle SA On April 28, 2015, XPO entered into (1) a Share Purchase Agreement (the “Share Purchase Agreement”) relating to Norbert Dentressangle SA, a French société anonyme (“ND”), among Dentressangle Initiatives, a French société par actions simplifiée , Mr. Norbert Dentressangle, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle, Ms. Marine Dentressangle and XPO and (2) a Tender Offer Agreement (the “Tender Offer Agreement” and, together with the Share Purchase Agreement, the “ND Transaction Agreements”) between XPO and ND. The ND Transaction Agreements provided for the acquisition of a majority stake in ND by XPO, followed by an all-cash simplified tender offer by XPO to acquire the remaining outstanding shares. On June 8, 2015, pursuant to the terms and subject to the conditions of the Share Purchase Agreement, Dentressangle Initiatives, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle and Ms. Marine Dentressangle (collectively, the “Sellers”) sold to XPO and XPO purchased from the Sellers (the “Share Purchase”), all of the ordinary shares of ND owned by the Sellers, representing a total of approximately 67% of the share capital of ND and all of the outstanding share subscription warrants granted by ND to employees, directors or other officers of ND and its affiliates. Total cash consideration paid for the majority interest in the share capital of ND and settlement of the warrants was €1,437.0 million , or $1,603.9 million , excluding acquired debt. Consideration included only the portion of the fair value of the warrants attributable to service performed prior to the acquisition date. The remaining balance was recorded as compensation expense in the post-combination period. In conjunction with the Share Purchase Agreement, the Company agreed to settle certain performance stock awards of ND. Similar to the warrants, the consideration of €11.8 million , or $13.2 million , included only the portion of the fair value attributable to service performed prior to the acquisition date with the balance recorded as compensation expense in the post-combination period. The performance share settlement will be paid in cash with 50% of the awards paid 18 months from the acquisition date and the remaining 50% paid in 36 months . Further, as a result of the acquisition, the Company repaid certain indebtedness and related interest rate swap liabilities of ND totaling €634.1 million , or $711.3 million . On June 11, 2015, XPO filed with the French Autorité des Marchés Financiers (the “AMF”) a mandatory simplified cash offer (the “Tender Offer”) to purchase all of the outstanding ordinary shares of ND (other than the shares already owned by XPO) at a price of €217.50 per share. On June 23, 2015, the Company received the necessary approval from the AMF to launch the Tender Offer and the Tender Offer was launched on June 25, 2015. The Tender Offer remained open for a period of 16 trading days. As of September 30, 2015 , the Company purchased 1,921,553 shares under the Tender Offer and acquired a total of approximately 86.25% of the share capital of ND. The total fair value of the consideration provided for the noncontrolling interest in ND at the acquisition date is €702.5 million , or $784.2 million , which is based on the quoted market price of ND shares on the acquisition date. Total consideration is summarized in the table below in Euros (“EUR”) and USD: In EUR In USD Cash consideration € 1,437.0 $ 1,603.9 Liability for performance share settlement 11.8 13.2 Repayment of indebtedness 634.1 711.3 Noncontrolling interests 702.5 784.2 Cash acquired (134.6 ) (151.0 ) Total consideration € 2,650.8 $ 2,961.6 The ND Share Purchase was accounted for as a business combination in accordance with ASC 805 “ Business Combinations .” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of June 8, 2015, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of June 8, 2015 (in millions): Consideration $ 2,961.6 Accounts receivable 1,063.5 Prepaid and other current assets 309.1 Income tax receivable 41.4 Deferred tax assets 120.5 Restricted cash 6.3 Property and equipment 727.6 Trade name covenants 40.0 Non-compete agreements 5.6 Customer relationships 817.0 Other long-term assets 11.5 Accounts payable (803.7 ) Accrued salaries & wages (237.0 ) Accrued expenses (180.1 ) Other current liabilities (153.0 ) Interest rate swap liabilities (10.9 ) Long-term debt (637.2 ) Deferred tax liabilities (355.3 ) Employee benefit obligations (141.4 ) Other long-term liabilities (79.3 ) Noncontrolling interests (7.8 ) Goodwill $ 2,424.8 As of September 30, 2015 , the purchase price allocation is considered final, except for the fair value of property & equipment, favorable and unfavorable leasehold assets and liabilities, definite-lived intangible assets, taxes and assumed liabilities. Based on a preliminary allocation, $1,188.2 million of the goodwill relates to the Transportation reportable segment and $1,236.6 million of the goodwill relates to the Logistics reportable segment. The goodwill as a result of the acquisition is not deductible for local country income tax purposes. ND's revenue and operating income included in the Company's results for the nine- months ended September 30, 2015 were $1,937.3 million and $35.9 million , respectively. Bridge Terminal Transport, Inc. On May 4, 2015, the Company entered into a Stock Purchase Agreement with BTTS Holding Corporation to acquire all of the outstanding capital stock of Bridge Terminal Transport, Inc. (“BTT”), a leading asset-light drayage provider in the United States. The closing of the transaction was effective on June 1, 2015. The fair value of the total consideration paid under the BTT Stock Purchase Agreement was $103.8 million and consisted of $103.1 million of cash paid at the time of closing, including an estimate of the working capital adjustment, and $0.7 million of equity. The BTT acquisition was accounted for as a business combination in accordance with ASC Topic 805 “ Business Combinations .” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of June 1, 2015 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $54.1 million and definite-lived intangible assets of $30.0 million . All goodwill relates to the Transportation reportable segment and is not deductible for income tax purposes. As of September 30, 2015 , the purchase price allocation is considered final, except for the settlement of any working capital adjustments and the fair value of taxes and assumed liabilities. UX Specialized Logistics On February 9, 2015, the Company entered into an Asset Purchase Agreement with Earlybird Delivery Systems, LLC to acquire all of the outstanding capital stock of UX Specialized Logistics, LLC (“UX”). The fair value of the total consideration paid under the UX Asset Purchase Agreement was $58.9 million and consisted of $58.1 million of cash paid at the time of closing, including an estimate of the working capital adjustment, and $0.8 million of equity. UX provides last mile logistics and same day delivery services for major retail chains and e-commerce companies. The UX acquisition was accounted for as a business combination in accordance with ASC Topic 805 “ Business Combinations .” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of February 9, 2015 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $28.9 million and definite-lived intangible assets of $18.8 million . All goodwill relates to the Transportation reportable segment and is fully deductible for income tax purposes. As of September 30, 2015 , the purchase price allocation is considered final, except for the settlement of any working capital adjustments and the fair value of taxes and assumed liabilities. 2014 Acquisitions New Breed Logistics On July 29, 2014, the Company entered into a definitive Agreement and Plan of Merger (the “New Breed Merger Agreement”) with New Breed Holding Company (“New Breed”), providing for the Company to acquire all of New Breed (the “New Breed Transaction”). New Breed is a provider of highly engineered contract logistics solutions for multi-national and medium-sized corporations and government agencies in the United States. The closing of the transaction was effective on September 2, 2014. At the closing, the Company paid $615.9 million in cash including a $1.1 million estimate of the working capital adjustment. In conjunction with the New Breed Merger Agreement, the Company entered into a subscription agreement with Louis DeJoy, the Chief Executive Officer of New Breed. Pursuant to the subscription agreement, Mr. DeJoy purchased $30.0 million of unregistered XPO common stock at a per share purchase price in cash equal to (1) the closing price of XPO common stock on the New York Stock Exchange on July 29, 2014 with respect to 50% of such purchase and (2) the closing price of XPO common stock on the New York Stock Exchange on the trading day immediately preceding September 2, 2014 with respect to the remaining 50% of such purchase. Due to the interrelationship between the New Breed Merger Agreement and the subscription agreement, the Company considers the substance of the consideration paid to be a combination of net cash and equity as described below. The fair value of the total consideration paid under the New Breed Merger Agreement was $615.9 million and consisted of $585.8 million of net cash paid at the time of closing, including an estimate of the working capital adjustment, and $30.1 million of equity representing the fair value of 1,060,598 shares of the Company’s common stock at the closing market price of $32.45 per share on September 2, 2014 less a marketability discount on the shares issued due to a holding period restriction. The net cash paid at the time of closing consisted of $615.8 million less the $30.0 million used by Louis DeJoy to purchase XPO common stock per the subscription agreement. The New Breed Transaction was accounted for as a business combination in accordance with ASC 805 “ Business Combinations .” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of September 2, 2014, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of September 2, 2014 (in millions): Consideration $ 615.9 Cash and cash equivalents 1.8 Accounts receivable 112.1 Prepaid and other current assets 11.7 Income tax receivable 17.9 Restricted cash 8.5 Property and equipment 112.7 Trademarks/trade names 4.5 Contractual customer relationships asset 115.1 Contractual customer relationships liability (5.6 ) Non-contractual customer relationships 15.2 Other long-term assets 7.3 Accounts payable (17.7 ) Accrued expenses (33.4 ) Deferred tax liabilities, non-current (75.0 ) Other long-term liabilities (9.3 ) Goodwill $ 350.1 The purchase price allocation is considered final. All goodwill relates to the Logistics reportable segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. The working capital adjustments in connection with this acquisition have been finalized, and there was no material change in the purchase price as a result. Atlantic Central Logistics On July 28, 2014, the Company entered into a Stock Purchase Agreement with Perry Barbaruolo, Thomas G. Bartley, Robert Humes II, Jeffrey E. Patterson, Brian Ruane, The Bryn Mawr Trust Company of Delaware, as Trustee of the Perry Barbaruolo 2014 Delaware Trust, Thomas Bartley, as Trustee of the Janice C. Day 2014 Trust, Thomas Bartley, as Trustee of the Jessica M. Clark 2014 Trust, Thomas Bartley, as Trustee of the Jacqueline M. Patterson 2014 Trust, Thomas Bartley, as Trustee of the Patterson 2014 Grandchildren's Trust, The Bryn Mawr Trust Company of Delaware as Trustee of the Brian Ruane 2014 Delaware Trust, and The Bryn Mawr Trust Company of Delaware, as Trustee of the Richard Roberts 2014 Trust to acquire all of the outstanding capital stock of Simply Logistics, Inc. d/b/a Atlantic Central Logistics (“ACL”) for $36.2 million in cash consideration and deferred payments. ACL provides e-commerce fulfillment services by facilitating the time-sensitive, local movement of goods between distribution centers and the end-consumer. The ACL acquisition was accounted for as a business combination in accordance with ASC Topic 805 “ Business Combinations .” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of July 28, 2014 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $25.1 million and definite-lived intangible assets of $12.5 million . All goodwill relates to the Transportation reportable segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. The purchase price allocation is considered final. The working capital adjustments in connection with this acquisition have been finalized, and there was no material change in the purchase price as a result. Pacer International On January 5, 2014, the Company entered into a definitive Agreement and Plan of Merger (the “Pacer Merger Agreement”) with Pacer International, Inc. (“Pacer”), providing for the acquisition of Pacer by the Company (the “Pacer Transaction”). Pacer is an asset-light North American freight transportation and logistics services provider. The closing of the transaction was effective on March 31, 2014 (the “Effective Time”). At the Effective Time, each share of Pacer’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $6.00 in cash and (ii) 0.1017 of a share of XPO common stock, which amount is equal to $3.00 divided by the average of the volume-weighted average closing prices of XPO common stock for the ten trading days prior to the Effective Time (the “Pacer Merger Consideration”). Pursuant to the terms of the Pacer Merger Agreement, all vested and unvested Pacer options outstanding at the Effective Time were settled in cash based on the value of the Pacer Merger Consideration. In addition, all Pacer restricted stock, and all vested and unvested Pacer restricted stock units and performance units outstanding at the Effective Time were converted into the right to receive the Pacer Merger Consideration. The fair value of the total consideration paid under the Pacer Merger Agreement was $331.5 million and consisted of $223.3 million of cash paid at the time of closing and $108.2 million of equity representing the fair value of 3,688,246 shares of the Company’s common stock at the closing market price of $29.41 per share on March 31, 2014 less a marketability discount on a portion of shares issued to certain former Pacer executives due to a holding period restriction. The marketability discount did not have a material impact on the fair value of the equity consideration provided. The Pacer Transaction was accounted for as a business combination in accordance with ASC 805 “ Business Combinations .” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their fair values as of March 31, 2014, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of March 31, 2014 (in millions): Consideration $ 331.5 Cash and cash equivalents 22.3 Accounts receivable 119.6 Prepaid and other current assets 9.4 Deferred tax assets, current 1.4 Property and equipment 43.5 Trademarks/trade names 2.8 Non-compete agreements 2.3 Contractual customer relationships 66.3 Non-contractual customer relationships 1.0 Deferred tax assets, long-term 1.4 Other long-term assets 2.4 Accounts payable (71.6 ) Accrued salaries and wages (3.1 ) Accrued expenses, other (50.6 ) Other current liabilities (2.0 ) Other long-term liabilities (11.6 ) Goodwill $ 198.0 The purchase price allocation is considered final. All goodwill relates to the Transportation reportable segment. The carryover of the tax basis in goodwill is deductible for income tax purposes while the step-up in goodwill as a result of the acquisition is not deductible for income tax purposes. Total tax deductible goodwill was $323.2 million on the acquisition date of March 31, 2014. The difference between book and tax goodwill represents the tax basis in goodwill from acquisitions made by Pacer prior to the acquisition by XPO. Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the nine- month periods ended September 30, 2015 and 2014 present consolidated information of the Company as if the acquisitions of ND, New Breed and Pacer had occurred as of January 1, 2014 (in millions): Pro Forma Nine Pro Forma Nine Revenue $ 6,833.1 $ 6,725.8 Operating income (loss) $ 83.0 $ 39.1 Net loss attributable to common shareholders $ (169.3 ) $ (139.6 ) Loss per common share Basic $ (1.57 ) $ (1.68 ) Diluted $ (1.57 ) $ (1.68 ) The unaudited pro forma consolidated results for the nine- month periods were prepared using the acquisition method of accounting and are based on the historical financial information of ND, New Breed, Pacer and the Company. The unaudited pro forma consolidated results incorporate historical financial information for all significant acquisitions pursuant to SEC regulations since January 1, 2014. The historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed these acquisitions on January 1, 2014. As described further in Note 18—Subsequent Events , the Company acquired Con-way on October 30, 2015. The initial accounting for the acquisition of Con-way is incomplete at the time the financial statements are issued given the timing of the closing of the acquisition in relation to the date the financial statements are issued. As a result, the unaudited pro forma consolidated results presented above do not include the historical financial information of Con-way. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In conjunction with various acquisitions, the Company has initiated facility rationalization and severance programs to close facilities and reduce employment in order to improve efficiency and profitability or adjust for the loss of certain business. The programs include facility exit activities and employment reduction initiatives. The amount of restructuring charges incurred during the nine- month period ended September 30, 2015 and included in the Company's condensed consolidated statement of operations as sales, general and administrative expense is summarized below (in millions). The table also includes charges recorded on ND's opening balance sheet which were incurred prior to the acquisition date. Only ND restructuring initiatives in existence at the acquisition date were included in the purchase price allocation. Nine months ended September 30, 2015 Reserve Balance at December 31, 2014 From ND Acquisition Charges Incurred Payments Reserve Balance at September 30, 2015 Transportation Contract termination $ — $ 0.1 $ — $ — $ 0.1 Facilities — — 0.8 — 0.8 Severance — 5.1 0.5 (0.4 ) 5.2 Total — 5.2 1.3 (0.4 ) 6.1 Logistics Contract termination — 0.3 1.0 (0.1 ) 1.2 Facilities — — 0.5 — 0.5 Severance — 9.4 11.8 (1.1 ) 20.1 Total — 9.7 13.3 (1.2 ) 21.8 Corporate Contract termination 3.8 — 3.3 (2.2 ) 4.9 Severance 1.3 — — (1.0 ) 0.3 Total 5.1 — 3.3 (3.2 ) 5.2 Total restructuring plans $ 5.1 $ 14.9 $ 17.9 $ (4.8 ) $ 33.1 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments As of September 30, 2015 , the Company had approximately $1,739.4 million in future minimum payments required under operating leases for various real estate, double-stack railcars, containers, chassis, tractors, data processing equipment, transportation and office equipment leases that have an initial or remaining non-cancellable lease term. Remaining future minimum payments related to these operating leases amount to approximately $420.0 million , $325.9 million , $266.8 million , $205.0 million , and $521.7 million for the twelve-month periods ending September 30, 2016 , 2017 , 2018 , 2019 , and 2020 and thereafter, respectively. Actual amounts of operating lease expense may differ from estimated amounts due to changes in foreign currency exchange rates. Rent expense was approximately $200.0 million and $25.1 million for the three-month periods ended September 30, 2015 and 2014 , respectively, and $295.9 million and $48.9 million for the nine- month periods ended September 30, 2015 and 2014 , respectively. Litigation The Company is involved, and will continue to be involved, in numerous legal proceedings arising out of the conduct of its business. These proceedings may include, among other matters, claims for property damage or personal injury incurred in connection with the transportation of freight and employment-related claims, including claims involving asserted breaches of employee restrictive covenants and tortious interference with contract. These proceedings also include numerous purported class-action lawsuits, multi-plaintiff and individual lawsuits and state tax and other administrative proceedings that claim either that the Company’s owner operators or contract carriers should be treated as employees, rather than independent contractors, or that certain of the Company's drivers were not paid for all compensable time or were not provided with required meal or rest breaks. These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both. The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. In connection with certain acquisitions of privately-held businesses, the Company has retained purchase price holdbacks to provide security for a negotiated duration with respect to damages incurred in connection with pre-acquisition claims and litigation matters. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued therefor or the applicable purchase price holdback, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or states that such an estimate cannot be made. The evaluation as to whether a loss is reasonably possible or probable is based on the Company’s assessment, in conjunction with legal counsel, regarding the ultimate outcome of the matter. The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which the Company is presently party will have a material adverse effect on its results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. The Company carries liability and excess umbrella insurance policies that it deems sufficient to cover potential legal claims arising in the normal course of conducting its operations as a transportation company. The liability and excess umbrella insurance policies do not cover the misclassification claims described in this Note. In the event the Company is required to satisfy a legal claim in excess of the coverage provided by this insurance, the Company’s financial condition, results of operations or cash flows could be negatively impacted. Intermodal Drayage Classification Claims Certain of the Company’s intermodal drayage subsidiaries received notices from the California Labor Commissioner, Division of Labor Standards Enforcement (the “DLSE”), that a total of 153 owner operators contracted with these subsidiaries have filed claims with the DLSE in which they assert that they should be classified as employees, as opposed to independent contractors. These claims seek reimbursement for the owner operators’ business expenses, including fuel, tractor maintenance and tractor lease payments. After a decision was rendered by a DLSE hearing officer in seven of these claims, the Company appealed the decision to California Supreme Court, San Diego, where a de novo trial was held on the merits of those claims. On July 17, 2015, the court issued a final statement of decision finding that the seven claimants were employees rather than independent contractors, and awarding an aggregate of $2.0 million to the claimants. The court’s judgment is subject to appeal, and the Company is evaluating its options with respect to these claims. The Company cannot provide assurance that the Company will determine to pursue an appeal or that an appeal will be successful. The remaining DLSE claims have been transferred to California Superior Court in three separate actions involving approximately 200 claimants, including the 153 claimants mentioned above. These matters are in the initial procedural stages. One of these intermodal drayage subsidiaries also is a party to a putative class action litigation ( Manuela Ruelas Mendoza v. Pacer Cartage, Inc. ) brought by Edwin Molina in the U.S. District Court, Southern District of California on August 19, 2013. Mr. Molina asserts that he should be classified as an employee, as opposed to an independent contractor, and seeks damages for alleged violation of various California wage and hour laws. Mr. Molina seeks to have the litigation certified as a class action involving all owner-operators contracted with this subsidiary at any time from August 2009 to the present, which could involve as many as 600 claimants. Certain of these potential claimants also may have claims under the actions pending in California Superior Court as described above. This matter is in the initial stages of discovery and the court has not yet determined whether to certify the matter as a class action. The Company has reached a tentative agreement to settle this litigation with the claimant, subject to court approval and acceptance by a minimum percentage of members of the purported class. There can be no assurance that the settlement agreement will be finalized and executed, that the court will approve any such settlement agreement or that it will be accepted by the requisite percentage of members of the purported class. One of these intermodal drayage subsidiaries is a party to a putative class action litigation ( C. Arevalo v. XPO Port Services, Inc. ) brought by Carlos Arevalo in the Superior Court for the State of California, County of Los Angeles Central District filed in August 2015. Mr. Arevalo asserts that he should be classified as an employee, as opposed to an independent contractor, and seeks damages for alleged violation of various California wage and hour laws. Mr. Arevalo seeks to have the litigation certified as a class action involving all owner-operators contracted with this subsidiary at any time from August 2011 to the present. Certain of these potential claimants also may have claims under the actions pending in California Superior Court as described above. This matter is in the initial pleading stage and the court has not yet determined whether to certify the matter as a class action. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, that it may incur as a result of this matter. Last Mile Logistics Classification Claims Certain of the Company’s last mile logistics subsidiaries are party to several putative class action litigations brought by independent contract carriers contracted with these subsidiaries in which the contract carriers assert that they should be classified as employees, as opposed to independent contractors. The particular claims asserted vary from case to case, but the claims generally allege unpaid wages, overtime, alleged failure to provide meal and rest periods and seek reimbursement of the contract carriers’ business expenses. Putative class actions against the Company’s subsidiaries are pending in Massachusetts ( Celso Martins, Alexandre Rocha, and Calvin Anderson v. 3PD, Inc. ), Illinois ( Marvin Brandon, Rafael Aguilera, and Aldo Mendez-Etzig v. 3PD, Inc. ), Arizona ( Dennis Montoya v. 3PD, Inc. ), California ( Cesar Ardon et al v 3PD, Inc. and Fernando Ruiz v. Affinity Logistics Corp .), New Jersey ( Leonardo Alegre v. Atlantic Central Logistics, Simply Logistics, Inc. ), Pennsylvania ( Victor Reyes v. XPO Logistics, Inc. ) and Connecticut ( Carlos Taveras v. XPO Last Mile, Inc. ). The Company has reached tentative agreements to settle the Massachusetts, Illinois, Arizona and one of the California ( Ardon ) litigations with the respective claimants, subject to court approval and acceptance by a minimum percentage of members of the respective purported class (except in the Arizona matter, in which the settlement is of Mr. Montoya’s individual claims). There can be no assurance that the settlement agreements will be finalized and executed, that the respective court will approve any such settlement agreement or that it will be accepted by the requisite percentage of members of the respective purported class. The Company believes that it has adequately accrued for the potential impact of loss contingencies relating to the foregoing last mile logistics claims that are probable and reasonably estimable. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, that it may incur as a result of the New Jersey, Pennsylvania and Connecticut claims, which are in preliminary stages. For information regarding legal contingencies relating to Con-way, which was acquired by the Company on October 30, 2015, refer to Note 18—Subsequent Events . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Senior Notes On August 25, 2014, the Company completed a private placement of $500.0 million aggregate principal amount of 7.875% Senior Notes due 2019. On February 13, 2015, the Company completed an additional private placement of $400.0 million aggregate principal amount of Senior Notes due 2019 for a total issuance of $900.0 million . The additional Senior Notes due 2019 have terms identical to those of the $500.0 million Senior Notes due 2019 and were issued at a premium of 104% , resulting in a $16.0 million premium. On June 4, 2015, the Company completed a private placement of $1,600.0 million aggregate principal amount of 6.5% fixed rate Senior Notes due 2022 and €500.0 million Euro-denominated aggregate principal amount of 5.75% fixed rate Senior Notes due 2021. Total unamortized debt issuance costs related to the Senior Notes classified in other long-term assets at September 30, 2015 are $44.8 million . The Senior Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, outside the United States, only to non-U.S. investors pursuant to Regulation S. The Senior Notes were not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. The Senior Notes due 2019 bear interest at a rate of 7.875% per annum payable semiannually, in cash in arrears, on March 1 and September 1 of each year, commencing March 1, 2015 and maturing on September 1, 2019. The Senior Notes due 2022 bear interest at a rate of 6.5% per annum payable semiannually, in cash in arrears, on June 15 and December 15 of each year, commencing December 15, 2015 and maturing on June 15, 2022. The Senior Notes due 2021 bear interest at a rate of 5.75% per annum payable semiannually, in cash in arrears, on June 15 and December 15 of each year, commencing December 15, 2015 and maturing on June 15, 2021. The Senior Notes are guaranteed by each of the Company’s direct and indirect wholly-owned restricted subsidiaries (other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, the Company’s existing credit agreement (or certain replacements thereof) or guarantee certain capital markets indebtedness of the Company or any guarantor of the Senior Notes. The Senior Notes and the guarantees thereof are unsecured, unsubordinated indebtedness of the Company and the guarantors. Among other things, the covenants of the Senior Notes limit the Company’s ability to, with certain exceptions: incur indebtedness or issue disqualified stock; grant liens; pay dividends or make distributions in respect of capital stock; make certain investments or other restricted payments; prepay or repurchase subordinated debt; sell or transfer assets; engage in certain mergers, consolidations, acquisitions and dispositions; and enter into certain transactions with affiliates. Prior to September 1, 2016, the Company may redeem some or all of the Senior Notes due 2019 at a price equal to 100% of the principal amount of the senior notes plus the applicable “make-whole” premium, as defined in the indenture. On and after September 1, 2016, the Company may redeem some or all of the senior notes for a redemption price that declines each year, as specified in the indenture. In addition, on or prior to September 1, 2016, the Company may redeem up to 40% of the aggregate principal amount of senior notes with the proceeds of certain equity offerings at 107.875% of their principal amount plus accrued interest. The Company may make such redemption only if, after any such redemption, at least 60% of the aggregate principal amount of senior notes originally issued remains outstanding. The Company may redeem some or all of the Senior Notes due 2022 at any time prior to June 15, 2018 and some or all of the Senior Notes due 2021 at any time prior to December 15, 2017, in each case at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus the applicable “make-whole” premium, as defined in the indenture. On and after June 15, 2018, in the case of the Senior Notes due 2022, and on and after December 15, 2017, in the case of the Senior Notes due 2021, the Company may redeem some or all of the senior notes for a redemption price that declines each year, as specified in the indenture. In addition, on or prior to June 15, 2018 for the Senior Notes due 2022 and on or prior to December 15, 2017 for the Senior Notes due 2021, the Company may redeem up to 40% of the aggregate principal amount of each series of such senior notes with the proceeds of certain equity offerings at 106.5% , in the case of the Senior Notes due 2022, and at 105.75% , in the case of the Senior Notes due 2021, of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may make such redemption only if, after any such redemption, at least 60% of the aggregate principal amount of senior notes of the applicable series remains outstanding. Euro Private Placement Notes In conjunction with the Company's acquisition of ND described in Note 3—Acquisitions , the Company assumed ND's Euro private placement debt of €75.0 million aggregate principal amount of 3.80% Notes due December 20, 2019 (the “Euro Private Placement Notes due 2019”) and €160.0 million aggregate principal amount of 4.00% Notes due December 20, 2020 (the “Euro Private Placement Notes due 2020” and together with the Euro Private Placement Notes due 2019, the “Euro Private Placement Notes”). The Euro Private Placement Notes due 2019 bear interest at a rate of 3.80% per annum payable annually, in cash in arrears, on December 20 of each year, maturing on December 20, 2019. The Euro Private Placement Notes due 2020 bear interest at a rate of 4.00% per annum payable annually, in cash in arrears, on December 20 of each year, maturing on December 20, 2020. Under the terms of the Euro Private Placement Notes, the Company is required to give notice of the change of control to the holders of the Euro Private Placement Notes within 30 calendar days following its occurrence and the notice must specify the date fixed for early redemption which will be no earlier than 25 business days and no later than 30 business days from the date of the publication of the notice and the period of at least 15 business days from the publication of the notice during which the holders of the Euro Private Placement Notes may exercise their option. The consummation of the ND Share Purchase constituted a change of control under the terms and conditions of the Euro Private Placement Notes. As a result, each holder of the Euro Private Placement Notes has the option to require the Company to redeem all of the Euro Private Placement Notes held by such holder, at their principal amount plus accrued interest. The Company gave the required notice to the holders of the Euro Private Placement Notes in June 2015. In July 2015, holders of €223.0 million total Euro Private Placement Notes tendered the notes back to the Company, which the Company redeemed at par on July 31, 2015. The Euro Private Placement Notes are subject to leverage ratio and indebtedness ratio financial covenants, as defined in the agreements. ND is required to maintain a leverage ratio of less than or equal to 3.50 and an indebtedness ratio of less than or equal to 2.00 as of each semi-annual testing date. As of June 30, 2015, the latest semi-annual testing date, ND is in compliance with the financial covenants. The Company may redeem all, but not some, of the Euro Private Placement Notes at any time prior to the maturity date, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus the applicable “make-whole” premium, as defined in the indenture. Asset Financing In conjunction with the Company's acquisition of ND, the Company assumed ND's asset financing arrangements. The financing is unsecured and is used to purchase Company-owned trucks in Europe. The financing arrangements are denominated in USD, EUR, British Pounds Sterling and Romanian New Lei, with primarily floating interest rates. As of September 30, 2015 , interest rates on asset financing range from 0.360% to 5.5% and initial terms range from five years to ten years. Debt Facilities The Company may from time to time use debt financing for acquisitions and business start-ups, among other things. The Company also enters into long-term debt and capital leases with various third parties from time to time to finance certain operational equipment and other assets used in its business operations. Generally, these loans and capital leases bear interest at market rates, and are collateralized with accounts receivable, equipment and certain other assets of the Company. As of September 30, 2015 , the Company and certain of its wholly-owned subsidiaries, as borrowers, were parties to a $415.0 million multicurrency secured Amended and Restated Revolving Loan Credit Agreement (the “Amended Credit Agreement”) with the lender parties thereto and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent for such lenders, with a commitment termination date of October 17, 2018. The principal amount of the commitments under the Amended Credit Agreement may be increased by an aggregate amount of up to $100.0 million , subject to certain terms and conditions specified in the Amended Credit Agreement. At September 30, 2015 , the Company had outstanding letters of credit of $24.2 million . Total unamortized debt issuance costs related to the Amended Credit Agreement classified in other long-term assets at September 30, 2015 are $2.6 million . On August 8, 2014, the Company amended its revolving loan facility to permit, among other things, the acquisition of New Breed and the related transactions and the offering of the Senior Notes due 2019. On May 29, 2015, the Company further amended its revolving loan facility to permit, among other things, the acquisition of ND and the related transactions and the offering of the Senior Notes due 2022 and Senior Notes due 2021. The proceeds of the Amended Credit Agreement may be used by the Company and its subsidiaries for ongoing working capital needs, other general corporate purposes, including strategic acquisitions, and fees and expenses in connection with future transactions. At September 30, 2015 , the Company had no amount drawn under the Amended Credit Agreement. Borrowings under the Amended Credit Agreement bear interest at a per annum rate equal to, at the Company’s option, the one, two, three or six month (or such other period less than one month or greater than six months as the lenders may agree) London Interbank Offered Rate (“LIBOR”) plus a margin of 1.75% to 2.25% , or a base rate plus a margin of 0.75% to 1.25% . The Company is required to pay an undrawn commitment fee equal to 0.25% or 0.375% of the quarterly average undrawn portion of the commitments under the Amended Credit Agreement, as well as customary letter of credit fees. The margin added to LIBOR, or base rate, will depend on the quarterly average availability of the commitments under the Amended Credit Agreement. All obligations under the Amended Credit Agreement are secured by substantially all of the Company’s assets and unconditionally guaranteed by certain of its subsidiaries, provided that no foreign subsidiary guarantees, and no assets of any foreign subsidiary secures, any obligations of any of the Company’s domestic borrower subsidiaries. Within the meaning of Regulation S-X, Rule 3-10, XPO has no independent assets or operations, the guarantees of its subsidiaries are full and unconditional and joint and several, and any subsidiaries other than the guarantor subsidiaries are minor, excluding foreign subsidiaries. The Amended Credit Agreement contains representations, warranties and covenants that are customary for agreements of this type. Among other things, the covenants in the Amended Credit Agreement limit the Company’s ability to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. In certain circumstances, the Amended Credit Agreement also requires the Company to maintain minimum Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) or, at the Company’s election, maintain a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) of not less than 1.00 to 1.00. If an event of default under the Amended Credit Agreement shall occur and be continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. Certain subsidiaries acquired by the Company in the future may be excluded from the restrictions contained in certain of the foregoing covenants. As described in further detail in Note 18—Subsequent Events , on October 30, 2015, the Company entered into the Second Amended and Restated Revolving Loan Credit Agreement that replaces XPO’s existing Amended Credit Agreement, and, among other things, increased the commitment to $1.0 billion . Convertible Senior Notes At September 30, 2015 , the Company had outstanding $65.5 million aggregate principal amount of Convertible Notes. Total unamortized debt issuance costs classified in other long-term assets at September 30, 2015 are $1.4 million . Interest is payable on the Convertible Notes on April 1 and October 1 of each year. During the nine- months ended September 30, 2015 , the Company issued an aggregate of 2,512,349 shares of the Company’s common stock to certain holders of the Convertible Notes in connection with the conversion of $41.3 million aggregate principal amount of the Convertible Notes. The conversions were allocated to long-term debt and equity in the amounts of $35.1 million and $42.3 million , respectively. A loss on conversion of $8.0 million was recorded as part of the transactions. Certain of these transactions represented induced conversions pursuant to which the Company paid the holder a market-based premium in cash. The negotiated market-based premiums, in addition to the difference between the current fair value and the book value of the Convertible Notes, were reflected in interest expense. The number of shares of common stock issued in the foregoing transactions equals the number of shares of common stock presently issuable to holders of the Convertible Notes upon conversion under the original terms of the Convertible Notes. Under certain circumstances at the election of the holder, the Convertible Notes may be converted until the close of business on the business day immediately preceding April 1, 2017, into cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, at the initial conversion rate of approximately 60.8467 shares of common stock per $1,000 in principal amount, which is equivalent to an initial conversion price of approximately $16.43 per share. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event in certain circumstances. On or after April 1, 2017, until the close of business on the business day immediately preceding the maturity date of October 1, 2017, holders may convert their Convertible Notes at any time. The Convertible Notes may be redeemed by the Company on or after October 1, 2015 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The Convertible Notes are currently redeemable under this provision. The Company may redeem the Convertible Notes in whole, but not in part, at a redemption price in cash equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a make-whole premium payment. The “make whole premium” payment or delivery will be made, as the case may be, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, equal to the present values of the remaining scheduled payments of interest on the Convertible Notes to be redeemed through October 1, 2017 (excluding interest accrued to, but excluding, the redemption date), computed using a discount rate equal to 4.50% . The make-whole premium is paid to holders whether or not they convert the Convertible Notes following the Company’s issuance of a redemption notice. The Convertible Notes do not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. If the Company undergoes a fundamental change, holders may, subject to certain conditions, require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The following table outlines the Company’s debt obligations as of September 30, 2015 and December 31, 2014 (in millions): Interest rates Term (months) As of September 30, 2015 As of December 31, 2014 Revolving credit facility 4.38 % 60 $ — $ — Senior notes due 2022 6.50 % 84 1,600.0 — Senior notes due 2021 5.75 % 72 560.2 — Senior notes due 2019 7.88 % 60 900.0 500.0 Convertible senior notes 4.50 % 60 65.5 106.8 Euro private placement notes due 2020 4.00 % 84 13.4 — Asset financing 1.40 % 66 294.9 — Notes payable N/A N/A 1.7 1.8 Capital leases for equipment 1.70 % 65 34.6 0.2 Total debt 3,470.3 608.8 Plus: unamortized premium on senior notes due 2019 14.0 — Plus: unamortized fair value adjustment on Euro private placement notes 1.5 — Less: unamortized discount on convertible senior notes (6.4 ) (14.9 ) Less: current maturities of long-term debt (120.3 ) (1.8 ) Total long-term debt, net of current maturities $ 3,359.1 $ 592.1 As described in further detail in Note 18—Subsequent Events , on October 30, 2015, the Company entered into a senior secured term loan credit agreement that provided for a single borrowing of $1.6 billion on the date thereof. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table sets forth the Company’s property and equipment as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Property and Equipment, at cost Buildings and leasehold improvements $ 166.4 $ 33.2 Vehicles, trailers and tankers 362.9 4.4 Rail cars, containers and chassis 13.3 13.0 Machinery and equipment 239.8 44.4 Office and warehouse equipment 69.6 32.9 Computer software and equipment 248.3 141.3 1,100.3 269.2 Less: Accumulated depreciation (144.6 ) (47.3 ) Total Property and Equipment, net $ 955.7 $ 221.9 The net book value of capitalized internally-developed software totaled $99.2 million and $70.1 million as of September 30, 2015 and December 31, 2014 , respectively. Depreciation of property and equipment was $56.5 million and $10.8 million for the three-month periods ended September 30, 2015 and 2014 , respectively, and $98.8 million and $21.7 million for the nine- month periods ended September 30, 2015 and 2014 , respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table sets forth the Company’s identifiable intangible assets as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Definite-lived intangibles: Customer relationships $ 1,241.1 $ 376.6 Trade name 46.4 15.4 Non-compete agreements 16.5 9.8 Carrier relationships 12.1 12.1 Other intangible assets 2.2 2.2 1,318.3 416.1 Less: Accumulated amortization (158.9 ) (74.6 ) Total Identifiable Intangible Assets, net $ 1,159.4 $ 341.5 Estimated future amortization expense for the definite-lived intangible assets for the years ending December 31, 2015, 2016, 2017, 2018 and 2019 is as follows (in millions): 2015 2016 2017 2018 2019 Estimated amortization expense $ 41.8 $ 141.5 $ 127.7 $ 120.2 $ 115.3 Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events. Intangible asset amortization expense recorded in sales, general and administrative expense was $45.5 million and $16.5 million for the three-month periods ended September 30, 2015 and 2014 , respectively, and $93.1 million and $42.1 million for the nine- month periods ended September 30, 2015 and 2014 , respectively. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table is a roll-forward of goodwill from December 31, 2014 to September 30, 2015 . The current period additions are the result of the goodwill recognized as excess purchase price in the acquisitions of ND, BTT and UX, additional estimated litigation liabilities, and other adjustments related to prior year acquisitions for which the measurement period remained open (in millions). For additional information on the litigation liabilities refer to Note 5—Commitments and Contingencies . Transportation Logistics Total Goodwill at December 31, 2014 $ 577.0 $ 352.3 $ 929.3 Acquisitions 1,271.6 1,236.6 2,508.2 Impact of foreign exchange translation 0.3 0.5 0.8 Litigation liability adjustments, net of tax 10.5 — 10.5 Other adjustments (1.6 ) (2.2 ) (3.8 ) Goodwill at September 30, 2015 $ 1,857.8 $ 1,587.2 $ 3,445.0 |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest On June 11, 2015, in connection with its acquisition of ND, the Company filed with the AMF the Tender Offer to purchase all of the outstanding ordinary shares of ND (other than the shares already owned by XPO) at a price of €217.50 per ND share. On June 23, 2015, the Company received the necessary approvals from the AMF to launch the Tender Offer and the Tender Offer was launched on June 25, 2015. The Tender Offer remained open for a period of 16 trading days until July 17, 2015. During that time, the minority shareholders had the right to sell their shares of ND to the Company and the Company had the obligation to purchase those shares at the Tender Offer price; therefore, as of June 30, 2015, the Company classified the noncontrolling interest as mezzanine equity in the condensed consolidated balance sheet and adjusted the balance to its maximum redemption amount at the balance sheet date. Once the Tender Offer closed on July 17, 2015, the noncontrolling interest was no longer classified as mezzanine equity in the condensed consolidated balance sheet and is classified as noncontrolling interest in equity in the condensed consolidated balance sheet. The financial results of ND are attributed to the noncontrolling interests based on their ownership percentage and are disclosed in the condensed consolidated statement of operations. As of September 30, 2015 , the Company had purchased 1,921,553 shares under the Tender Offer and acquired a total of approximately 86.25% of the share capital of ND. The following table is a roll-forward of the redeemable noncontrolling interest from December 31, 2014 to September 30, 2015 (in millions): As of December 31, 2014 $ — ND acquisition noncontrolling interest 784.2 Comprehensive gain attributable to redeemable noncontrolling interest 0.8 Adjustment to record noncontrolling interest at redemption value (4.9 ) Adjustments for shares purchased, net of currency adjustment (459.7 ) Transfer to noncontrolling interest within permanent equity (320.4 ) As of September 30, 2015 $ — |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Series C Convertible Perpetual Preferred Stock and Common Stock On May 29, 2015, the Company entered into fifteen separate Investment Agreements (the “Investment Agreements”) with sovereign wealth funds and institutional investors (collectively, the “Purchasers”). Pursuant to the Investment Agreements, on June 3, 2015, the Company issued and sold 15,499,445 shares (the “Purchased Common Shares”) in the aggregate of the Company's common stock, par value $0.001 per share (the “Company Common Stock”), and 562,525 shares (the “Purchased Preferred Stock” and, together with the Purchased Common Shares, the “Purchased Securities”) in the aggregate of the Company’s Series C Convertible Perpetual Preferred Stock, par value $0.001 per share, in a private placement. The purchase price per Purchased Common Share was $45.00 (resulting in aggregate gross proceeds to the Company of approximately $697.5 million ), and the purchase price per share of Purchased Preferred Stock was $1,000 (resulting in aggregate gross proceeds to the Company of approximately $562.5 million ). The Company received net proceeds of $1,228.1 million after equity issuance costs which was initially allocated between common and preferred stock based on the relative fair values of each instrument. The Purchased Preferred Stock was mandatorily convertible into an aggregate of 12,500,546 additional shares of Company common stock subject to the approval of the Company's stockholders. The Company held a special meeting of stockholders of the Company on September 8, 2015 in which the Company's stockholders approved the issuance of shares of Company common stock upon the conversion of the Purchased Preferred Stock. Immediately following the special meeting, the Purchased Preferred Stock was automatically converted into 12,500,546 shares of Company common stock. No additional consideration was received by the Company in connection with the conversion of the Purchased Preferred Stock into Company common stock. The issuance and sale of the Purchased Securities pursuant to the Investment Agreements and the conversion of the Purchased Preferred Stock are exempt from registration under the Securities Act, pursuant to Section 4(a)(2) of the Securities Act, or any state securities laws. The Purchased Securities are “restricted shares” as defined in Rule 144, promulgated under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Purchased Preferred Stock was issued with an initial conversion price of $45.00 per share. As of May 29, 2015, the Company's common stock price was $49.16 . As a result, the conversion feature was issued “in-the-money” and the Company allocated the beneficial conversion feature of $52.0 million to additional paid-in capital. The beneficial conversion feature was contingent upon receiving approval of the Company's stockholders and was therefore recognized in net loss attributable to common shareholders upon receiving stockholder approval on September 8, 2015. Amendment to Certificate of Incorporation On September 8, 2015, the Company's stockholders approved an amendment of Article IV of the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share, from 150,000,000 to 300,000,000 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation During the three- and nine- month periods ended September 30, 2015 and 2014 , the Company recognized the following stock-based compensation expense in sales, general and administrative expense: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation expense $ 2.7 $ 1.8 $ 28.1 $ 5.6 The Company did not realize any excess tax benefit for tax deductions from the stock-based compensation plan in the three- and nine- month periods ended September 30, 2015 and 2014 . As discussed further in Note 3—Acquisitions , the Company settled the outstanding warrants and certain performance stock awards of ND. The portion of the fair value of the warrants and performance shares not attributable to service performed prior to the acquisition date was recorded as stock-based compensation expense in the post-combination period. The amount of stock-based compensation expense related to the settlement of ND stock awards included in the nine- month period ended September 30, 2015 was $18.5 million . The $8.5 million of stock-based compensation expense related to the warrants was settled in cash during the second quarter of 2015 in conjunction with the acquisition. Stock Options A summary of stock option award activity for the nine- month period ended September 30, 2015 is presented below: Stock Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Term Stock Exercise Options Price Range Outstanding at December 31, 2014 1,344,795 $ 11.70 $2.68 - $27.87 $ 6.04 6.84 Granted — — N/A — Exercised (52,683 ) 9.22 $2.68 - $27.87 3.55 Forfeited (36,300 ) 20.11 $12.10 - $27.87 9.56 Outstanding at September 30, 2015 1,255,812 $ 11.57 $2.68 - $27.87 $ 5.57 6.20 Options exercisable at September 30, 2015 1,005,812 $ 11.09 $2.68 - $27.87 $ 5.29 6.09 The stock-based compensation expense for stock options was $0.3 million and $0.5 million for the three-month periods ended September 30, 2015 and 2014 , respectively, and $1.6 million and $1.3 million for the nine- month periods ended September 30, 2015 and 2014 , respectively. As of September 30, 2015 , the Company had 1,005,812 options vested and exercisable and $2.3 million of unrecognized compensation cost related to stock options. The intrinsic value of options vested and exercisable at September 30, 2015 was $12.8 million . The remaining estimated compensation expense related to the existing stock options for the periods ended December 31, 2015, 2016, 2017, 2018 and 2019 is as follows: 2015 2016 2017 2018 2019 Remaining estimated compensation expense related to existing stock options $ 0.3 $ 1.1 $ 0.5 $ 0.3 $ 0.1 The total intrinsic value of options exercised during the nine- month periods ended September 30, 2015 and 2014 was $1.9 million and $1.7 million , respectively. Restricted Stock Units and Performance-based Restricted Stock Units A summary of restricted stock units (“RSU”) and performance-based restricted stock units (“PRSU”) award activity for the nine- month period ended September 30, 2015 is presented below: Restricted Stock Units Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Performance-based Restricted Weighted Average Grant Date Fair Value Restricted Stock Units Outstanding at December 31, 2014 692,823 $ 15.23 1,563,951 $ 20.86 Granted 35,413 39.42 291,770 29.32 Vested (219,587 ) 14.88 (79 ) 27.61 Forfeited (32,093 ) 29.03 (3,418 ) 28.47 Outstanding at September 30, 2015 476,556 $ 16.31 1,852,224 $ 22.19 The stock-based compensation expense for outstanding RSUs was $0.8 million and $1.3 million for the three-month periods ended September 30, 2015 and 2014 , respectively, and $3.0 million and $4.3 million for the nine- month periods ended September 30, 2015 and 2014 , respectively. The total fair value of RSUs vested during the nine- month periods ended September 30, 2015 and 2014 was $7.9 million and $7.0 million , respectively. Of the 476,556 outstanding RSUs, 235,842 vest subject to service conditions and 240,714 vest subject to service and market conditions. The stock-based compensation expense for outstanding PRSUs was $1.6 million and $5.0 million for the three- and nine- month periods ended September 30, 2015 , respectively. No PRSUs vested during and no stock-based compensation expense was recognized for outstanding PRSUs for the nine- month period ended September 30, 2014 . Of the 1,852,224 outstanding PRSUs, 1,741,643 vest subject to service and a combination of market and performance conditions and 110,581 vest subject to service and performance conditions. As of September 30, 2015 , the Company had approximately $13.2 million of unrecognized compensation cost related to non-vested RSU and PRSU compensation that is anticipated to be recognized over a weighted-average period of approximately 1.54 years. Remaining estimated compensation expense related to outstanding RSUs and PRSUs for the years ending December 31, 2015, 2016, 2017, 2018, 2019, and 2020 and thereafter is as follows: 2015 2016 2017 2018 2019 2020 & thereafter Remaining estimated compensation expense related to outstanding RSUs and PRSUs deemed probable $ 3.1 $ 5.0 $ 2.1 $ 1.2 $ 0.3 $ 1.5 The remaining estimated compensation expense excludes the impact of PRSUs not deemed probable as of September 30, 2015 . The unrecognized compensation cost related to PRSUs not deemed probable as of September 30, 2015 is $20.0 million . |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans As a result of the Company's acquisition of ND as described in Note 3—Acquisitions , the Company maintains defined benefit pension plans for certain employees in the United Kingdom (the “UK”), France, Italy, the Netherlands, Belgium, Poland, Germany, India and Sri Lanka. The largest portion of the Company's total projected benefit obligation is associated with the UK plans, Christian Salvesen Pension Scheme (“CSPS”) and TDG Pension Scheme (“TDGPS”). The pension plans do not allow for new plan participants or additional benefit accruals. Defined benefit pension plan obligations are measured based on the present value of projected future benefit payments for all participants for services rendered to date. The projected benefit obligation is a measure of benefits attributed to service to date assuming that the plan continues in effect and that estimated future events (including turnover and mortality) occur. The net periodic benefit costs are determined using assumptions regarding the projected benefit obligation and the fair value of plan assets as of the ND acquisition date. Net periodic benefit costs are recorded in sales, general and administrative expense. The funded status of the defined benefit pension plans, which represents the difference between the projected benefit obligation and the fair value of plan assets, is calculated on a plan-by-plan basis. The Company did not have defined benefit pension plans prior to its June 2015 acquisition of ND. See Note 13—Employee Benefit Plans in the Company's Form 10-Q for the quarterly period ended June 30, 2015 for additional information concerning its employee benefit plans. The following table sets forth the amount of net periodic benefit cost for the UK plans for the three- and nine- month periods ended September 30, 2015 (in millions): Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Interest cost $ 12.6 $ 16.0 Expected return on plan assets (15.1 ) (19.4 ) Net periodic benefit cost $ (2.5 ) $ (3.4 ) Estimated employer contributions to the UK plans in 2015 approximate $13.8 million . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has determined its interim tax provision projecting an estimated annual effective tax rate. For the three- and nine- months ended September 30, 2015 , the Company recorded an income tax expense of $1.9 million and an income tax benefit of $21.3 million , respectively, yielding an effective tax rate of (5.7)% and 14.2% , respectively. The effective tax rate differs from the U.S. statutory rate of 35% in the three-month period ended September 30, 2015 primarily due to the adjustment of valuation allowances on the Company's net federal, state and foreign deferred tax assets, the non-taxable nature of certain foreign currency transactions, the current U.S. taxation of earnings of its non-U.S. subsidiaries and the mix of income among the jurisdictions in which the Company does business with statutory tax rates that differ from the U.S. rate. The effective tax rate differs from the U.S. statutory rate of 35% in the nine- month period ended September 30, 2015 primarily due to the establishment of valuation allowances on the Company's net federal, state and foreign deferred tax assets, the non-taxable nature of certain foreign currency transactions and last mile holdback liability release, the current U.S. taxation of earnings of its non-U.S. subsidiaries and the mix of income among the jurisdictions in which the Company does business with statutory tax rates that differ from the U.S. rate. For the three- and nine- months ended September 30, 2014 , the Company recorded an income tax benefit of $20.1 million and $25.2 million , respectively, yielding an effective tax rate of 63.4% and 31.9% , respectively. The effective tax rate differs from the U.S. statutory rate of 35% in the three-month period ended September 30, 2014 primarily due to the impact of the release of the previously recorded valuation allowance during the period due to the acquired deferred tax liabilities resulting from the New Breed acquisition, the non-deductible nature of certain expenses and the mix of income among the jurisdictions in which the Company does business with statutory tax rates that differ from the U.S. rate. The effective tax rate differs from the U.S. statutory rate of 35% in the nine- month period ended September 30, 2014 primarily due to the non-deductible nature of certain expenses and the mix of income among the jurisdictions in which the Company does business with statutory tax rates that differ from the U.S. rate. The Company had valuation allowances of approximately $58.7 million and $7.1 million as of September 30, 2015 and December 31, 2014 , respectively, on the deferred tax assets generated for federal, state and foreign net operating losses where it is more likely than not that the deferred tax assets will not be utilized. The portion of these valuation allowances representing activity reported in other comprehensive income is $8.1 million as of September 30, 2015 , with no amount represented at December 31, 2014 . In evaluating the Company’s ability to realize its deferred income tax assets, the Company considers all available positive and negative evidence, including operating results, ongoing tax planning, and the reversal of deferred tax liabilities on a jurisdiction by jurisdiction basis. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of September 30, 2015 , the Company has not made a provision for U.S. or additional foreign withholding taxes for financial reporting over the tax basis of investments in foreign subsidiaries that the Company considers to be indefinitely reinvested, if any exists, except on those earnings that are subject to U.S. tax without regard to whether those earnings are actually distributed. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of unrecorded deferred tax liability related to investments in these foreign subsidiaries. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. To manage the volatility related to exposure to fluctuations in interest rates and foreign currencies, the Company uses derivative instruments. The objective of the derivative instruments is to reduce fluctuations in earnings and cash flows associated with changes in foreign currency rates and interest rates. These financial instruments are not used for trading or other speculative purposes. The Company has not historically incurred, and does not expect to incur in the future, any losses as a result of counterparty default. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the designated derivative instruments that are used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. See Note 2—Basis of Presentation and Significant Accounting Policies of the condensed consolidated financial statements for the Company's accounting policies for derivative instruments. Hedge of Net Investments in Foreign Operations In connection with the issuance of the Senior Notes due 2022, the Company entered into certain cross-currency swap agreements with a notional amount of $730.9 million to manage the related foreign currency exchange risk by effectively converting a portion of the fixed-rate USD-denominated Senior Notes due 2022, including the semi-annual interest payments, to fixed-rate, EUR-denominated debt. The risk management objective is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of a portion of the Senior Notes due 2022. During the term of the swap contracts, the Company will receive semi-annual interest payments in June and December of each year from the counterparties based on USD fixed interest rates, and the Company will make semi-annual interest payments in June and December of each year to the counterparties based on EUR fixed interest rates. At maturity, the Company will repay the original principal amount in EUR and receive the principal amount in USD. The Company has designated the cross-currency swap agreements as qualifying hedging instruments and is accounting for these as net investment hedges. The gains and losses resulting from fair value adjustments to the cross-currency swap agreements are recorded in accumulated other comprehensive income to the extent that the cross-currency swaps are effective in hedging the designated risk. The Company did not record any ineffectiveness for the three- and nine- month periods ended September 30, 2015 . The Company did not have cross-currency swap agreements in 2014 . In addition to the cross-currency swaps, the Company uses foreign currency denominated notes as nonderivative hedging instruments of its net investments in foreign operations. During the second quarter of 2015 , the Company designated $235.8 million of its Senior Notes due 2021 included in senior notes on the condensed consolidated balance sheets as a net investment hedge of its investments in international subsidiaries that use the EUR as their functional currency. During the period that the Senior Notes due 2021 were designated as a net investment hedge, the gains and losses resulting from exchange rate adjustments to the foreign currency denominated notes are recorded in accumulated other comprehensive income to the extent that the foreign currency denominated notes are effective in hedging the designated risk. As of September 30, 2015 , there is no amount of Senior Notes due 2021 that is designated as a net investment hedge of its investments in international subsidiaries that use the EUR as their functional currency. The de-designation occurred in August 2015 and the $4.7 million gain recognized in accumulated other comprehensive income during the period that the Senior Notes due 2021 were designated as a net investment hedge remains in accumulated other comprehensive income as of September 30, 2015 and will remain in accumulated other comprehensive income until the net investment is sold, completely liquidated, or deconsolidated due to a change in control. From the de-designation date through September 30, 2015 , the gains and losses resulting from exchange rate adjustments to the foreign currency denominated notes are recorded in the statement of operations in other expense. The Company did not record any ineffectiveness for the three- and nine- month periods ended September 30, 2015 . The Company did not have foreign currency denominated notes in 2014 . Interest Rate Hedging In order to mitigate variability in forecasted interest payments on the Company’s EUR-denominated asset financings that are based on benchmark interest rates (e.g., Euribor), the Company has entered into interest rate swaps. The objective is for the cash flows of the interest rate swaps to offset any changes in cash flows of the forecasted interest payments attributable to changes in the benchmark interest rate. The interest rate swaps convert floating rate interest payments into fixed rate interest payments. The Company has designated the interest rate swaps as qualifying hedging instruments and is accounting for these as cash flow hedges of the forecasted obligations. The gains and losses resulting from fair value adjustments to the interest rate swaps are recorded in accumulated other comprehensive income to the extent that the interest rate swaps are effective in hedging the designated risk. The gains and losses will be reclassified from accumulated other comprehensive income to interest expense on the dates that interest payments accrue, or when the hedged item becomes probable not to occur. The Company is hedging its exposure to the variability in future cash flows for forecasted interest payments through December 2017. The Company did not have interest rate swaps in 2014 . During the third quarter of 2015 , $11.2 million notional amount of the Company's interest rate swaps were discontinued as cash flow hedges and are classified as derivatives not designated as hedges as of September 30, 2015 , with an inconsequential loss recognized in the condensed consolidated statements of operations for the three- and nine- months ended September 30, 2015 . Foreign Currency Forward Contract In order to manage the short-term effect of foreign currency exchange rate fluctuations in connection with a portion of the cash consideration paid in EUR to acquire a majority interest in the outstanding share capital of ND, the Company entered into a $1,864.5 million short-term foreign currency forward contract in the second quarter of 2015 . The foreign currency forward contract allowed the Company to purchase fixed amounts of EUR in the future at an exchange rate of €1.00 to $1.13 . The Company did not designate the foreign currency forward contract as a qualifying hedging instrument. Gains or losses on the foreign exchange forward contract are recorded in other expense in the condensed consolidated statements of operations. During the nine- month period ended September 30, 2015 , the $1,864.5 million foreign currency forward contract was settled. During the three- and nine- month periods ended September 30, 2015 , the loss recorded in the condensed consolidated statements of operations related to the foreign currency forward contract was $1.9 million and $9.7 million , respectively. The Company did not have foreign currency forward contracts in 2014 . The following table presents the location on the condensed consolidated balance sheets in which the Company’s derivative and nonderivative instruments have been recognized, the fair value hierarchy level applicable to each type of derivative and nonderivative instrument, and the related notional amounts and fair values as of September 30, 2015 (in millions): Balance Sheet Location Fair Value Hierarchy Level Notional Amount Fair Value Derivatives designated as hedges: Cross-currency swap agreements Other long-term liabilities Level 2 $ 730.9 $ (20.4 ) Interest rate swaps Other current liabilities Level 2 235.3 (8.3 ) Derivatives not designated as hedges: Interest rate swaps Other current liabilities Level 2 11.2 (0.7 ) Total $ 977.4 $ (29.4 ) The following table indicates the amount of gains/(losses) that have been recognized in accumulated other comprehensive income/(loss) in the condensed consolidated balance sheets and gains/(losses) recognized in earnings in the condensed consolidated statements of operations for the three- and nine- month periods ended September 30, 2015 for derivative and nonderivative instruments (in millions): Recognized in Accumulated Other Comprehensive Income Recognized in Earnings For the Three Months Ended September 30, 2015 For the Nine Months Ended September 30, 2015 For the Three Months Ended September 30, 2015 For the Nine Months Ended September 30, 2015 Derivatives designated as hedges: Cross-currency swap agreements $ 11.5 $ (20.4 ) — — Interest rate swaps (0.7 ) (1.4 ) — — Derivatives not designated as hedges: Interest rate swaps — — — — Nonderivatives designated as hedges: Foreign currency denominated notes 5.3 4.7 — — Total $ 16.1 $ (17.1 ) $ — $ — |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share are computed by dividing net income/loss available to common stockholders by the combined weighted average number of shares of common stock outstanding and the potential dilution of stock options, warrants, RSUs, PRSUs, Convertible Notes and the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.001 per share, outstanding during the period, if dilutive. The weighted-average of potentially dilutive securities excluded from the computation of diluted earnings per share for the three- and nine- months ended September 30, 2015 and 2014 is shown per the table below. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Basic weighted average common stock outstanding 98,568,971 54,469,943 87,315,661 49,497,353 Potentially Dilutive Securities: Shares underlying the conversion of preferred stock to common stock 10,414,242 10,476,430 10,447,283 10,485,283 Shares underlying the conversion of the convertible senior notes 4,190,266 7,341,490 4,578,305 7,473,420 Shares underlying warrants to purchase common stock 8,531,604 8,222,305 8,727,799 8,011,371 Shares underlying stock options to purchase common stock 596,422 557,973 627,511 529,072 Shares underlying restricted stock units and performance-based restricted stock units 1,132,326 821,892 1,114,133 713,498 24,864,860 27,420,090 25,495,031 27,212,644 Diluted weighted average shares outstanding 123,433,831 81,890,033 112,810,692 76,709,997 The impact of this dilution was not reflected in the earnings per share calculations in the condensed consolidated statements of operations because the impact was anti-dilutive. The treasury stock method was used to determine the shares underlying warrants, stock options, RSUs and PRSUs for potential dilution with an average market price of $37.93 per share and $31.57 per share for the three-month periods ended September 30, 2015 and 2014 , respectively, and $42.22 per share and $28.96 per share for the nine- month periods ended September 30, 2015 and 2014 , respectively. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has two operating segments and two reportable segments. The Company’s operating and reportable segments are Transportation and Logistics. As discussed further in Note 3—Acquisitions , the Company acquired a majority interest in ND on June 8, 2015. Prior to acquisition by the Company, ND had three operating segments - Transport, Logistics, and Air & Sea. The Company has included ND's Transport and Air & Sea operating segment results in its Transportation operating and reportable segments results of operations. ND's Air & Sea operating segment is similar to the Company's global forwarding business. The Company has included ND's Logistics operating segment results its Logistics operating and reportable segments results of operations. See Note 1—Organization of the condensed consolidated financial statements for further information. These reportable segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective net operating margin and also evaluates revenues, net revenue margin and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes the costs of the Company’s executive and shared service teams, professional services such as legal and consulting, board of directors, and certain other corporate costs associated with operating as a public company. The Company allocates charges to the reportable segments for information technology (“IT”) services, depreciation of IT fixed assets, medical benefit costs, as well as centralized recruiting and training resources. Intercompany transactions have been eliminated in the condensed consolidated balance sheets and results of operations. Intra-segment transactions have been eliminated in the reportable segment results of operations whereas inter-segment transactions represent a reconciling item to consolidated results as shown below. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on various financial measures of the respective business segments. The chief operating decision maker does not review assets by segment for purposes of allocating resources and therefore assets by segment are not disclosed. The following schedule identifies selected financial data for each of the Company’s reportable segments for the three- and nine- month periods ended September 30, 2015 and 2014 , respectively (in millions): Transportation Logistics Corporate Eliminations Total Three Months Ended September 30, 2015 Revenue $ 1,396.8 $ 993.3 $ — $ (28.0 ) $ 2,362.1 Operating income (loss) 30.9 36.0 (22.8 ) — 44.1 Depreciation and amortization 54.8 46.9 0.4 — 102.1 Interest expense — — 61.5 — 61.5 Tax expense (benefit) — — 1.9 — 1.9 Goodwill 1,857.8 1,587.2 — — 3,445.0 Three Months Ended September 30, 2014 Revenue $ 612.4 $ 50.1 $ — $ — $ 662.5 Operating income (loss) 4.9 4.5 (23.0 ) — (13.6 ) Depreciation and amortization 23.2 3.5 0.5 — 27.2 Interest expense 0.3 — 17.5 — 17.8 Tax expense (benefit) — — (20.1 ) — (20.1 ) Goodwill 566.3 352.2 — — 918.5 Nine Months Ended September 30, 2015 Revenue $ 2,820.4 $ 1,493.7 $ — $ (33.1 ) $ 4,281.0 Operating income (loss) 57.7 46.9 (95.2 ) — 9.4 Depreciation and amortization 103.6 87.2 1.1 — 191.9 Interest expense — — 120.9 — 120.9 Tax expense (benefit) — — (21.3 ) — (21.3 ) Goodwill 1,857.8 1,587.2 — — 3,445.0 Nine Months Ended September 30, 2014 Revenue $ 1,475.8 $ 50.1 $ — $ — $ 1,525.9 Operating income (loss) 8.2 4.5 (59.6 ) — (46.9 ) Depreciation and amortization 58.6 3.4 1.8 — 63.8 Interest expense 0.3 — 31.0 — 31.3 Tax expense (benefit) 0.7 — (25.9 ) — (25.2 ) Goodwill 566.3 352.2 — — 918.5 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Con-way On September 9, 2015, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Con-way Inc., a Delaware corporation (“Con-way”), and Canada Merger Corp., a Delaware corporation and wholly owned subsidiary of XPO (“Merger Subsidiary”). Headquartered in Ann Arbor, Michigan, Con-way was a Fortune 500 company with a transportation and logistics network of 582 locations and approximately 30,000 employees serving over 36,000 customers. Under the terms of the Merger Agreement, XPO caused Merger Subsidiary to commence a cash tender offer (the “Offer”) for all of Con-way's outstanding shares of common stock, par value $0.625 per share (the “Shares”), at a purchase price of $47.60 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes. The Offer and withdrawal rights expired immediately after 12:01 a.m., New York City time, on October 30, 2015. Computershare Trust Company, N.A., the depositary for the Offer, has indicated that a total of 46,150,072 Shares were validly tendered and not properly withdrawn pursuant to the Offer as of the expiration date, representing approximately 81.1% of the outstanding Shares. In addition, Notices of Guaranteed Delivery have been delivered for 1,793,225 Shares, representing approximately 3.2% of the outstanding Shares. The number of Shares tendered (excluding Shares delivered pursuant to Notices of Guaranteed Delivery for which certificates were not yet delivered) satisfies the minimum condition, and all Shares that were validly tendered and not withdrawn pursuant to the offer have been accepted for payment. The aggregate consideration paid in the Offer and Merger Agreement was approximately $3.0 billion , without giving effect to related transaction fees and expenses. On October 30, 2015, following its acceptance of the tendered shares, XPO completed its acquisition of Con-way pursuant to the terms of the Merger Agreement. Merger Subsidiary merged with and into Con-way in accordance with Section 251(h) of the Delaware General Corporation Law, with Con-way continuing as the surviving corporation as a wholly owned subsidiary of XPO. Pursuant to the Merger Agreement, at the effective time each Share issued and outstanding immediately prior to the effective time was converted into the right to receive the purchase price other than Shares owned by (i) Con-way, XPO or Merger Subsidiary, which Shares have been canceled and cease to exist, (ii) any subsidiary of Con-way or XPO (other than Merger Subsidiary), which Shares have been converted into shares of common stock of the surviving corporation, or (iii) stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares. All Con-way shares not validly tendered into the Offer have been canceled and converted into the right to receive the same $47.60 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, as is to be paid for all Shares that were validly tendered and not withdrawn in the Offer. Con-way shares have ceased trading on the New York Stock Exchange. Subsequent to our acquisition of Con-way, our integrated network includes approximately 84,000 employees at 1,469 locations in 32 countries serving over 50,000 customers. Our global contract logistics platform includes 151 million square feet of facility space. Our global ground transportation network includes approximately 19,000 owned tractors and 46,000 owned trailers, 10,000 trucks contracted through independent owner operations, and access to more than 50,000 independent carriers. Financing of Con-way Acquisition On October 30, 2015, the Company entered into the Second Amended and Restated Revolving Loan Credit Agreement (the “ABL Facility”) among XPO and certain of XPO’s U.S. and Canadian wholly owned subsidiaries (which include the U.S. subsidiaries of the former Con-way), as borrowers, the other credit parties from time to time party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as agent for such lenders. The ABL Facility replaces XPO’s existing Amended Credit Agreement, and, among other things, (i) increases the commitments under the ABL Facility to $1.0 billion , (ii) permits the previously announced acquisition of Con-way, and the transactions relating thereto, (iii) reduces the margin on loans under the ABL Facility by 0.25% from that contained in the existing Amended Credit Agreement and (iv) matures on October 30, 2020 (subject, in certain circumstances, to a springing maturity in the event that XPO’s Senior Notes due 2019 are not repaid or subjected to a cash reserve three months prior to the maturity date thereof). Up to $350 million of the ABL Facility is available for issuance of letters of credit, and up to $50 million of the ABL Facility is available for swing line loans. The ABL Facility is secured on a first lien basis by the assets of the credit parties which constitute ABL Facility priority collateral, as described therein, and on a second lien basis by certain other assets. The Company’s borrowings under the ABL Facility will bear interest at a rate equal to LIBOR or Base Rate, as defined in the agreement, plus an applicable margin of 1.50% to 2.00% , in the case of LIBOR loans, and 0.50% to 1.00% , in the case of Base Rate loans. The ABL Facility contains representations and warranties, affirmative and negative covenants and events of default customary for agreements of this nature. The commitment termination date on the ABL Facility is the earlier of (a) the stated termination date, October, 30, 2020, and (b) May 31, 2019 (the “Early Termination Date”), unless prior to or as of the Early Termination Date, the Senior Notes due 2019 have been discharged, defeased, redeemed, repaid in full, all obligations thereunder have been terminated or the maturity thereof has been extended beyond February 1, 2021. Among other things, the covenants in the ABL Facility limit the Company’s ability to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. In certain circumstances, the ABL Facility also requires the Company to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Facility) of not less than 1.00 to 1.00. If an event of default under the ABL Facility shall occur and be continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. Certain subsidiaries acquired by the Company in the future may be excluded from the restrictions contained in certain of the foregoing covenants. On October 30, 2015, XPO entered into a senior secured term loan credit agreement (the “Term Loan Facility”) with certain U.S. subsidiaries of XPO from time to time party thereto, Morgan Stanley Senior Funding, Inc., as agent, and the lenders from time to time party thereto. The Term Loan Facility provided for a single borrowing of $1.6 billion on the date thereof, which XPO used, together with cash on hand, to finance the consummation of the Offer and the acquisition of Con-way on October 30, 2015 and the transactions related thereto. The Term Loan Facility is secured on a first lien basis by certain assets of the credit parties which constitute Term Loan Facility priority collateral, as described therein, and on a second lien basis by ABL Facility priority collateral. The Term Loan Facility contains representations and warranties, affirmative and negative covenants and events of default customary for agreements of this nature. XPO’s borrowings under the Term Loan Facility will bear interest at a rate equal to LIBOR or Base Rate, as defined in the agreement, plus an applicable margin of 4.50% , in the case of LIBOR loans, and 3.50% , in the case of Base Rate loans. The Term Loan Facility matures on October 30, 2021. On the last business day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2016, a portion of the principal amount in an amount equal to 0.25% of the loan amount is to be repaid. In addition, commencing with the fiscal year ending December 31, 2016, the Company must prepay an aggregate principal amount of the Term Loan Facility equal to (a) 50% of excess cash flow, as defined in the agreement, if any for the most recent fiscal year ended minus (b) the sum of (i) all voluntary prepayments of loans during such fiscal year and (ii) all voluntary prepayments of loans under the ABL Facility or any other revolving credit facilities during such fiscal year to the extent accompanied by a corresponding permanent reduction in the commitments under the credit agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are funded with internally generated cash flow, as defined in the agreement; provided, further, that (x) the excess cash flow percentage shall be 25% if the Consolidated Secured Net Leverage Ratio of Borrower, as defined in the agreement, for the fiscal year was less than or equal to 3.00 :1.00 and greater than 2.50 :1.00 and (y) the excess cash flow percentage shall be 0% if the Consolidated Secured Net Leverage Ratio of Borrower for the fiscal year was less than or equal to 2.50 :1.00. The remaining principal is due at maturity. Con-way Legal Contingencies On June 11, 2014, XPO Logistics Worldwide Government Services, LLC, formerly known as Menlo Worldwide Government Services, LLC (“Government Services”), a subsidiary of the contract logistics business that the Company acquired through the Con-way transaction, received a subpoena duces tecum from the U.S. Department of Defense Inspector General requesting records relating to an investigation of its compliance with the terms and conditions of its contractual arrangements with the United States Transportation Command (the “DTCI Contract”). Government Services received a follow-on Civil Investigative Demand from the U.S. Department of Justice dated September 30, 2015, related to the same or related matters. The Company believes that Government Services has fully complied in all material respects with the terms and conditions of the DTCI Contract. The Company has cooperated fully in the investigation and intends to continue to do so. The Company is unable at this time to predict the outcome of the investigation. The Company has incurred and will continue to incur legal costs in connection with the investigation, and could incur additional costs, damages or penalties, depending on its outcome. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, that it may incur as a result of the investigation. |
Basis of Presentation and Sig28
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with the instructions to Form 10-Q. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements reflect, in the opinion of the Company, all material adjustments (which include only normal recurring adjustments) necessary to fairly present the Company’s financial position as of September 30, 2015 and December 31, 2014 , and results of operations for the three- and nine- month periods ended September 30, 2015 and 2014 . Intercompany transactions have been eliminated in the condensed consolidated balance sheets and results of operations. Where the presentation of these intercompany eliminations differs between the consolidated and reportable segment financial statements, reconciliations of certain line items are provided. The results of operations of acquired companies are included in the Company's results from the closing date of the acquisition and forward. Income or loss attributable to noncontrolling interests is deducted from net income/loss to determine net income/loss attributable to common shareholders. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2014 that are set forth in the Company’s Annual Report on Form 10-K, a copy of which is available on the SEC’s website (www.sec.gov). Results of operations for interim periods are not necessarily indicative of results to be expected for a full year. |
Consolidation | Consolidation The Company's financial statements consolidate all of its affiliates in which it has a controlling financial interest, most often because the Company holds a majority voting interest. To determine if the Company holds a controlling financial interest in an entity, the Company first evaluates if it is required to apply the variable interest entity (“VIE”) model to the entity; otherwise the entity is evaluated under the voting interest model. Where the Company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE's economic performance combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company has a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the design of an entity, the Company reconsiders whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in a VIE. The Company holds a controlling financial interest in other entities where it currently holds, directly or indirectly, more than 50% of the voting rights or where it exercises control through substantive participating rights or as a general partner. Where the Company is a general partner, it considers substantive removal rights held by other partners in determining if it holds a controlling financial interest. The Company reevaluates whether it has a controlling financial interest in these entities when its voting or substantive participating rights change. Associated companies are unconsolidated VIE's and other entities in which the Company does not have a controlling financial interest, but over which it has significant influence, most often because the Company holds a voting interest of 20% to 50%. Associated companies are accounted for as equity method investments. Results of associated companies are presented on a one-line basis in other income/expense. Investments in, and advances to, associated companies are presented on a one-line basis in the other long-term assets line item in the condensed consolidated balance sheet, net of allowance for losses, which represents the Company's best estimate of probable losses inherent in such assets. |
Use of Estimates | Use of Estimates The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company reviews its estimates on a regular basis and makes adjustments based on historical experience and existing and expected future conditions. Estimates are made with respect to, among other matters, recognition of revenue, costs of transportation and services, direct operating expenses, estimated useful lives of property and equipment, recoverability of goodwill and long-lived assets, estimated legal accruals, estimated restructuring accruals, estimated employee benefit obligations, valuation allowances for deferred taxes, reserve for uncertain tax positions, probability of achieving performance targets for vesting of performance-based restricted stock units, and allowance for doubtful accounts. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates, which have been discussed with the Audit Committee of the Company’s Board of Directors, are reasonable; however, actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company generally recognizes revenue at the point in time when delivery is completed and the shipping terms of the contract have been satisfied, or in the case of the Company’s Logistics segment, based on specific, objective criteria within the provisions of each contract as described below. Related costs of delivery and service are accrued and expensed in the same period the associated revenue is recognized. Revenue is recognized once the following criteria have been satisfied: • Persuasive evidence of an arrangement exists; • Services have been rendered; • The sales price is fixed or determinable; and • Collectability is reasonably assured. The Company’s Logistics segment recognizes a significant portion of its revenue based on objective criteria that do not require significant estimates or uncertainties. Revenues on cost-reimbursable contracts are recognized by applying a factor to costs as incurred, such factor being determined by the contract provisions. Revenues on unit-price contracts are recognized at the contractual selling prices or as work is completed. Revenues on time and material contracts are recognized at the contractual rates as the labor hours and direct expenses are incurred. Revenues from fixed-price contracts are recognized as services are provided, unless revenues are earned and obligations fulfilled in a different pattern. Certain contracts provide for labor handling charges to be billed for both incoming and outgoing handling of goods at the time the goods are received in a warehouse. For these contracts, revenue is recognized immediately for the amounts representing handling of incoming goods and deferred revenue is recorded for the performance of services related to the handling of outgoing goods, which is recognized once the related goods leave the warehouse. Storage revenue is recognized as it is earned based on the length of time the related product is stored in the warehouse. Generally, the contracts contain provisions for adjustments to future pricing based upon changes in volumes, services and other market conditions, such as inflation. Revenues relating to such incentive or contingency payments are recorded when the contingency is satisfied and the Company concludes the amounts are earned. For all lines of business (other than the Company's managed expedited freight business and the Company's Logistics segment with respect to those transactions where its contract logistics business is serving as the customer’s agent in arranging purchased transportation), the Company reports revenue on a gross basis in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “ Reporting Revenue Gross as Principal Versus Net as an Agent .” The Company believes presentation on a gross basis is appropriate under ASC Topic 605 in light of the following factors: • The Company is the primary obligor and is responsible for providing the service desired by the customer. • The customer holds the Company responsible for fulfillment, including the acceptability of the service (requirements may include, for example, on-time delivery, handling freight loss and damage claims, establishing pick-up and delivery times, tracing shipments in transit, and providing contract-specific services). • For the Company’s expedited, truck brokerage, last mile and intermodal businesses, the Company has complete discretion to select contractors or other transportation providers (collectively, “service providers”). For its freight forwarding business, the Company enters into agreements with significant service providers that specify the cost of services, among other things, and has ultimate authority in providing approval for all service providers that can be used by its independently-owned stations. Independently-owned stations may further negotiate the cost of services with approved service providers for individual customer shipments. • The Company has complete discretion to establish sales and contract pricing. North American independently-owned stations within its global forwarding business have the discretion to establish sales prices. • The Company bears credit risk for all receivables. In the case of global forwarding, the North American independently-owned stations reimburse the Company for a portion (typically 70-80%) of credit losses. The Company retains the risk that the independent station owners will not meet this obligation. For certain of the Company’s subsidiaries in both of its segments, revenue is recognized on a net basis in accordance with ASC Topic 605 because the Company does not serve as the primary obligor. The Company’s global forwarding operations collects certain taxes and duties on behalf of their customers as part of the services offered and arranged for international shipments. The Company presents these collections on a net basis. |
Other Current Assets | Other Current Assets Other current assets consist primarily of value-added tax and income tax receivables; prepaid expenses; miscellaneous receivables; inventory; and other current assets. Inventories are stated at cost using the weighted average cost method and consist primarily of diesel fuel, vehicle spare parts and various consumable supplies. |
Property and Equipment | Property and Equipment Property and equipment are generally recorded at cost or in the case of acquired property and equipment at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. When assets are sold, the applicable costs and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. For internally-developed software, the Company has adopted the provisions of ASC Topic 350, “ Intangibles—Goodwill and Other .” Accordingly, certain costs incurred in the planning and evaluation stage of internally-developed computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internally-developed software also includes the fair value of acquired internally-developed technology. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Classification Estimated Useful Life Buildings and leasehold improvements Term of lease to 40 years Vehicles, trailers and tankers 5 to 13 years Rail cars, container and chassis 15 to 30 years Machinery and equipment 5 to 10 years Office and warehouse equipment 5 to 10 years Computer software and equipment 3 to 5 years |
Goodwill | Goodwill Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. The Company follows the provisions of ASC Topic 350, “ Intangibles—Goodwill and Other, ” which requires an annual impairment test for goodwill. The Company may first choose to perform a qualitative evaluation of the likelihood of goodwill impairment. If the Company determines a quantitative evaluation is necessary, the goodwill at the reporting unit is subject to a two-step impairment test. The first step compares the book value of a reporting unit, including goodwill, with its fair value. If the book value of a reporting unit exceeds its fair value, the Company completes the second step in order to determine the amount of goodwill impairment loss that should be recorded. In the second step, the Company determines an implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. The amount of impairment is equal to the excess of the book value of goodwill over the implied fair value of that goodwill. The Company performs the annual impairment testing during the third quarter unless events or circumstances indicate impairment of the goodwill may have occurred before that time. |
Intangible Assets with Definite Lives | Intangible Assets with Definite Lives The Company’s intangible assets subject to amortization consist of customer relationships, carrier relationships, trade names, non-compete agreements, and other intangibles. Customer relationships and trade names are amortized on an accelerated basis over the period of economic benefit based on the estimated cash flows attributable to the related intangible assets. Non-compete agreements, carrier relationships and other intangibles are amortized on a straight-line basis over the estimated useful lives of the related intangible asset. The range of estimated useful lives and the weighted-average useful lives of the respective intangible assets by type are as follows: Classification Estimated Useful Life Weighted-Average Amortization Period Customer relationships 3 to 14 years 12.05 years Carrier relationships 2 years 2.00 years Trade names 3 to 3.5 years 3.06 years Non-compete agreements Term of agreement 4.57 years Other intangible assets 1.5 to 5 years 4.24 years |
Accrued Expenses, Other | Accrued Expenses, Other Accrued expenses, other consist primarily of accrued salaries and wages; accrued value-added tax and other taxes; accrued interest on the Company's outstanding debt; accrued estimated litigation liabilities; accrued purchased services; accrued insurance claims; and other accrued expenses, including accrued transportation and facility charges accrued equipment costs and maintenance. |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist primarily of deferred revenue; bank overdrafts; estimated acquisition earn-out liability; current portion of interest rate swap liability; and other current liabilities. Bank overdrafts represent short-term loans and are classified as liabilities on the condensed consolidated balance sheets and financing cash flows in the condensed consolidated statements of cash flows. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy: • Level 1 —Quoted prices for identical instruments in active markets; • Level 2 —Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and • Level 3 —Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates. |
Estimated Fair Value of Financial Instruments | The aggregate net fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximated their fair values as of September 30, 2015 and December 31, 2014 , respectively. These financial instruments include cash, accounts receivable, notes receivable, accounts payable, accrued expense, and current maturities of long-term debt. Fair values approximate carrying values for these financial instruments since they are short-term in nature and are receivable or payable on demand. The fair value of the asset financing approximates carrying value since the debt is primarily issued at a floating rate, may be prepaid any time at par without penalty and the remaining life is short-term in nature. The carrying amounts for money market funds are a reasonable estimate of fair value and quoted market prices are available. The fair value of the Company's Senior Notes due 2022, Senior Notes due 2019, and convertible senior notes was estimated using quoted market prices for identical instruments in active markets. The fair value of the Company's Senior Notes due 2021 and Euro private placement notes due 2020 was estimated using inputs that are readily available market inputs for long-term debt with similar terms and maturities. |
Derivative Instruments | Derivative Instruments The Company records all derivative instruments in the condensed consolidated balance sheets as assets or liabilities at fair value. The Company’s accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the derivative based upon the exposure being hedged. The effective portions of cash flow hedges are recorded in accumulated other comprehensive income in the condensed consolidated balance sheets until the hedged item is recognized in earnings. The effective portions of net investment hedges are recorded in accumulated other comprehensive income in the condensed consolidated balance sheets as a part of the cumulative translation adjustment. The ineffective portions of cash flow hedges and net investment hedges are recorded in interest expense in the condensed consolidated statements of operations. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in other expense in the condensed consolidated statements of operations. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans Defined benefit pension plan obligations are calculated using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent the Company's best estimates based on information available regarding historical experience and factors that may cause future expectations to differ from past experiences. Differences in actual experience or changes in assumptions could materially impact the Company's obligation and future expense amounts. The impact of plan amendments and actuarial gains and losses are recorded in accumulated other comprehensive income, and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in accumulated other comprehensive income in the condensed consolidated balance sheets. The assets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of the Company's foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented. Foreign currency transactions recognized in the condensed consolidated statements of operations are converted to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in foreign currency loss in the condensed consolidated statements of operations. |
Basis of Presentation and Sig29
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | The following table outlines the Company’s other current assets as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Value-added tax and income tax receivables $ 117.9 $ 15.4 Prepaid expenses 91.3 13.2 Miscellaneous receivables 37.5 5.4 Inventory 25.5 1.3 Other current assets 12.6 0.7 Total Other Current Assets $ 284.8 $ 36.0 |
Estimated Useful Lives of Assets | Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Classification Estimated Useful Life Buildings and leasehold improvements Term of lease to 40 years Vehicles, trailers and tankers 5 to 13 years Rail cars, container and chassis 15 to 30 years Machinery and equipment 5 to 10 years Office and warehouse equipment 5 to 10 years Computer software and equipment 3 to 5 years The following table sets forth the Company’s property and equipment as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Property and Equipment, at cost Buildings and leasehold improvements $ 166.4 $ 33.2 Vehicles, trailers and tankers 362.9 4.4 Rail cars, containers and chassis 13.3 13.0 Machinery and equipment 239.8 44.4 Office and warehouse equipment 69.6 32.9 Computer software and equipment 248.3 141.3 1,100.3 269.2 Less: Accumulated depreciation (144.6 ) (47.3 ) Total Property and Equipment, net $ 955.7 $ 221.9 |
Schedule of Estimated Useful Lives of Intangible Assets | The range of estimated useful lives and the weighted-average useful lives of the respective intangible assets by type are as follows: Classification Estimated Useful Life Weighted-Average Amortization Period Customer relationships 3 to 14 years 12.05 years Carrier relationships 2 years 2.00 years Trade names 3 to 3.5 years 3.06 years Non-compete agreements Term of agreement 4.57 years Other intangible assets 1.5 to 5 years 4.24 years |
Summary of Accrued Expenses | The following table outlines the Company’s accrued expenses, other as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Accrued salaries and wages $ 325.1 $ 50.1 Accrued value-added tax and other taxes 137.9 1.3 Accrued interest 49.8 15.1 Accrued estimated litigation liabilities 47.8 11.5 Accrued purchased services 24.5 18.9 Accrued insurance claims 14.4 5.8 Other accrued expenses 49.4 17.2 Total Accrued Expenses, Other $ 648.9 $ 119.9 |
Summary of Other Current Liabilities | The following table outlines the Company’s other current liabilities as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Deferred revenue $ 61.0 $ 0.5 Bank overdrafts 57.5 — Acquisition earn-out liability 29.1 — Current portion of interest rate swap liability 5.0 — Other current liabilities 40.5 6.2 Total Other Current Liabilities $ 193.1 $ 6.7 |
Schedule of Carrying Value and Estimated Fair Value of Financial Instruments | The following table summarizes the carrying value and estimated fair value of the Company's financial instruments as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 Carrying Value Fair Value Level 1 Level 2 Level 3 Money market funds $ 376.4 $ 376.4 $ 376.4 $ — $ — Derivative instruments (29.4 ) (29.4 ) — (29.4 ) — Senior notes due 2022 1,600.0 1,359.8 1,359.8 — — Senior notes due 2021 560.2 485.9 — 485.9 — Senior notes due 2019 914.0 877.5 877.5 — — Convertible senior notes 59.1 98.2 98.2 — — Euro private placement notes due 2020 14.9 13.6 — 13.6 — As of December 31, 2014 Carrying Value Fair Value Level 1 Level 2 Level 3 Money market funds $ 330.8 $ 330.8 $ 330.8 $ — $ — Senior notes due 2019 500.0 527.5 527.5 — — Convertible senior notes 91.9 271.3 271.3 — — |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Acquisition [Line Items] | |
Business Acquisition Pro Forma Information | The following unaudited pro forma consolidated results of operations for the nine- month periods ended September 30, 2015 and 2014 present consolidated information of the Company as if the acquisitions of ND, New Breed and Pacer had occurred as of January 1, 2014 (in millions): Pro Forma Nine Pro Forma Nine Revenue $ 6,833.1 $ 6,725.8 Operating income (loss) $ 83.0 $ 39.1 Net loss attributable to common shareholders $ (169.3 ) $ (139.6 ) Loss per common share Basic $ (1.57 ) $ (1.68 ) Diluted $ (1.57 ) $ (1.68 ) |
ND | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Consideration Transferred | Total consideration is summarized in the table below in Euros (“EUR”) and USD: In EUR In USD Cash consideration € 1,437.0 $ 1,603.9 Liability for performance share settlement 11.8 13.2 Repayment of indebtedness 634.1 711.3 Noncontrolling interests 702.5 784.2 Cash acquired (134.6 ) (151.0 ) Total consideration € 2,650.8 $ 2,961.6 |
Recognized Identified Assets Acquired and Liabilities Assumed | The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of June 8, 2015 (in millions): Consideration $ 2,961.6 Accounts receivable 1,063.5 Prepaid and other current assets 309.1 Income tax receivable 41.4 Deferred tax assets 120.5 Restricted cash 6.3 Property and equipment 727.6 Trade name covenants 40.0 Non-compete agreements 5.6 Customer relationships 817.0 Other long-term assets 11.5 Accounts payable (803.7 ) Accrued salaries & wages (237.0 ) Accrued expenses (180.1 ) Other current liabilities (153.0 ) Interest rate swap liabilities (10.9 ) Long-term debt (637.2 ) Deferred tax liabilities (355.3 ) Employee benefit obligations (141.4 ) Other long-term liabilities (79.3 ) Noncontrolling interests (7.8 ) Goodwill $ 2,424.8 |
New Breed Logistics | |
Business Acquisition [Line Items] | |
Recognized Identified Assets Acquired and Liabilities Assumed | The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of September 2, 2014 (in millions): Consideration $ 615.9 Cash and cash equivalents 1.8 Accounts receivable 112.1 Prepaid and other current assets 11.7 Income tax receivable 17.9 Restricted cash 8.5 Property and equipment 112.7 Trademarks/trade names 4.5 Contractual customer relationships asset 115.1 Contractual customer relationships liability (5.6 ) Non-contractual customer relationships 15.2 Other long-term assets 7.3 Accounts payable (17.7 ) Accrued expenses (33.4 ) Deferred tax liabilities, non-current (75.0 ) Other long-term liabilities (9.3 ) Goodwill $ 350.1 |
Pacer International | |
Business Acquisition [Line Items] | |
Recognized Identified Assets Acquired and Liabilities Assumed | The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of March 31, 2014 (in millions): Consideration $ 331.5 Cash and cash equivalents 22.3 Accounts receivable 119.6 Prepaid and other current assets 9.4 Deferred tax assets, current 1.4 Property and equipment 43.5 Trademarks/trade names 2.8 Non-compete agreements 2.3 Contractual customer relationships 66.3 Non-contractual customer relationships 1.0 Deferred tax assets, long-term 1.4 Other long-term assets 2.4 Accounts payable (71.6 ) Accrued salaries and wages (3.1 ) Accrued expenses, other (50.6 ) Other current liabilities (2.0 ) Other long-term liabilities (11.6 ) Goodwill $ 198.0 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Reserve | The amount of restructuring charges incurred during the nine- month period ended September 30, 2015 and included in the Company's condensed consolidated statement of operations as sales, general and administrative expense is summarized below (in millions). The table also includes charges recorded on ND's opening balance sheet which were incurred prior to the acquisition date. Only ND restructuring initiatives in existence at the acquisition date were included in the purchase price allocation. Nine months ended September 30, 2015 Reserve Balance at December 31, 2014 From ND Acquisition Charges Incurred Payments Reserve Balance at September 30, 2015 Transportation Contract termination $ — $ 0.1 $ — $ — $ 0.1 Facilities — — 0.8 — 0.8 Severance — 5.1 0.5 (0.4 ) 5.2 Total — 5.2 1.3 (0.4 ) 6.1 Logistics Contract termination — 0.3 1.0 (0.1 ) 1.2 Facilities — — 0.5 — 0.5 Severance — 9.4 11.8 (1.1 ) 20.1 Total — 9.7 13.3 (1.2 ) 21.8 Corporate Contract termination 3.8 — 3.3 (2.2 ) 4.9 Severance 1.3 — — (1.0 ) 0.3 Total 5.1 — 3.3 (3.2 ) 5.2 Total restructuring plans $ 5.1 $ 14.9 $ 17.9 $ (4.8 ) $ 33.1 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The following table outlines the Company’s debt obligations as of September 30, 2015 and December 31, 2014 (in millions): Interest rates Term (months) As of September 30, 2015 As of December 31, 2014 Revolving credit facility 4.38 % 60 $ — $ — Senior notes due 2022 6.50 % 84 1,600.0 — Senior notes due 2021 5.75 % 72 560.2 — Senior notes due 2019 7.88 % 60 900.0 500.0 Convertible senior notes 4.50 % 60 65.5 106.8 Euro private placement notes due 2020 4.00 % 84 13.4 — Asset financing 1.40 % 66 294.9 — Notes payable N/A N/A 1.7 1.8 Capital leases for equipment 1.70 % 65 34.6 0.2 Total debt 3,470.3 608.8 Plus: unamortized premium on senior notes due 2019 14.0 — Plus: unamortized fair value adjustment on Euro private placement notes 1.5 — Less: unamortized discount on convertible senior notes (6.4 ) (14.9 ) Less: current maturities of long-term debt (120.3 ) (1.8 ) Total long-term debt, net of current maturities $ 3,359.1 $ 592.1 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Classification Estimated Useful Life Buildings and leasehold improvements Term of lease to 40 years Vehicles, trailers and tankers 5 to 13 years Rail cars, container and chassis 15 to 30 years Machinery and equipment 5 to 10 years Office and warehouse equipment 5 to 10 years Computer software and equipment 3 to 5 years The following table sets forth the Company’s property and equipment as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Property and Equipment, at cost Buildings and leasehold improvements $ 166.4 $ 33.2 Vehicles, trailers and tankers 362.9 4.4 Rail cars, containers and chassis 13.3 13.0 Machinery and equipment 239.8 44.4 Office and warehouse equipment 69.6 32.9 Computer software and equipment 248.3 141.3 1,100.3 269.2 Less: Accumulated depreciation (144.6 ) (47.3 ) Total Property and Equipment, net $ 955.7 $ 221.9 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets | The following table sets forth the Company’s identifiable intangible assets as of September 30, 2015 and December 31, 2014 (in millions): As of September 30, 2015 As of December 31, 2014 Definite-lived intangibles: Customer relationships $ 1,241.1 $ 376.6 Trade name 46.4 15.4 Non-compete agreements 16.5 9.8 Carrier relationships 12.1 12.1 Other intangible assets 2.2 2.2 1,318.3 416.1 Less: Accumulated amortization (158.9 ) (74.6 ) Total Identifiable Intangible Assets, net $ 1,159.4 $ 341.5 |
Estimated Future Amortization Expense for Amortizable Intangible Assets | Estimated future amortization expense for the definite-lived intangible assets for the years ending December 31, 2015, 2016, 2017, 2018 and 2019 is as follows (in millions): 2015 2016 2017 2018 2019 Estimated amortization expense $ 41.8 $ 141.5 $ 127.7 $ 120.2 $ 115.3 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table is a roll-forward of goodwill from December 31, 2014 to September 30, 2015 . The current period additions are the result of the goodwill recognized as excess purchase price in the acquisitions of ND, BTT and UX, additional estimated litigation liabilities, and other adjustments related to prior year acquisitions for which the measurement period remained open (in millions). For additional information on the litigation liabilities refer to Note 5—Commitments and Contingencies . Transportation Logistics Total Goodwill at December 31, 2014 $ 577.0 $ 352.3 $ 929.3 Acquisitions 1,271.6 1,236.6 2,508.2 Impact of foreign exchange translation 0.3 0.5 0.8 Litigation liability adjustments, net of tax 10.5 — 10.5 Other adjustments (1.6 ) (2.2 ) (3.8 ) Goodwill at September 30, 2015 $ 1,857.8 $ 1,587.2 $ 3,445.0 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The following table is a roll-forward of the redeemable noncontrolling interest from December 31, 2014 to September 30, 2015 (in millions): As of December 31, 2014 $ — ND acquisition noncontrolling interest 784.2 Comprehensive gain attributable to redeemable noncontrolling interest 0.8 Adjustment to record noncontrolling interest at redemption value (4.9 ) Adjustments for shares purchased, net of currency adjustment (459.7 ) Transfer to noncontrolling interest within permanent equity (320.4 ) As of September 30, 2015 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Allocated Share-based Compensation Expense | During the three- and nine- month periods ended September 30, 2015 and 2014 , the Company recognized the following stock-based compensation expense in sales, general and administrative expense: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock-based compensation expense $ 2.7 $ 1.8 $ 28.1 $ 5.6 |
Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity Awards Outstanding and Exercisable | A summary of stock option award activity for the nine- month period ended September 30, 2015 is presented below: Stock Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Term Stock Exercise Options Price Range Outstanding at December 31, 2014 1,344,795 $ 11.70 $2.68 - $27.87 $ 6.04 6.84 Granted — — N/A — Exercised (52,683 ) 9.22 $2.68 - $27.87 3.55 Forfeited (36,300 ) 20.11 $12.10 - $27.87 9.56 Outstanding at September 30, 2015 1,255,812 $ 11.57 $2.68 - $27.87 $ 5.57 6.20 Options exercisable at September 30, 2015 1,005,812 $ 11.09 $2.68 - $27.87 $ 5.29 6.09 |
Schedule Of Estimated Remaining Share Based Compensation Expense | The remaining estimated compensation expense related to the existing stock options for the periods ended December 31, 2015, 2016, 2017, 2018 and 2019 is as follows: 2015 2016 2017 2018 2019 Remaining estimated compensation expense related to existing stock options $ 0.3 $ 1.1 $ 0.5 $ 0.3 $ 0.1 |
Restricted Stock Units and Performance-based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity Awards Outstanding and Exercisable | A summary of restricted stock units (“RSU”) and performance-based restricted stock units (“PRSU”) award activity for the nine- month period ended September 30, 2015 is presented below: Restricted Stock Units Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Performance-based Restricted Weighted Average Grant Date Fair Value Restricted Stock Units Outstanding at December 31, 2014 692,823 $ 15.23 1,563,951 $ 20.86 Granted 35,413 39.42 291,770 29.32 Vested (219,587 ) 14.88 (79 ) 27.61 Forfeited (32,093 ) 29.03 (3,418 ) 28.47 Outstanding at September 30, 2015 476,556 $ 16.31 1,852,224 $ 22.19 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Estimated Remaining Share Based Compensation Expense | Remaining estimated compensation expense related to outstanding RSUs and PRSUs for the years ending December 31, 2015, 2016, 2017, 2018, 2019, and 2020 and thereafter is as follows: 2015 2016 2017 2018 2019 2020 & thereafter Remaining estimated compensation expense related to outstanding RSUs and PRSUs deemed probable $ 3.1 $ 5.0 $ 2.1 $ 1.2 $ 0.3 $ 1.5 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Benefit Costs | The following table sets forth the amount of net periodic benefit cost for the UK plans for the three- and nine- month periods ended September 30, 2015 (in millions): Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Interest cost $ 12.6 $ 16.0 Expected return on plan assets (15.1 ) (19.4 ) Net periodic benefit cost $ (2.5 ) $ (3.4 ) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position | The following table presents the location on the condensed consolidated balance sheets in which the Company’s derivative and nonderivative instruments have been recognized, the fair value hierarchy level applicable to each type of derivative and nonderivative instrument, and the related notional amounts and fair values as of September 30, 2015 (in millions): Balance Sheet Location Fair Value Hierarchy Level Notional Amount Fair Value Derivatives designated as hedges: Cross-currency swap agreements Other long-term liabilities Level 2 $ 730.9 $ (20.4 ) Interest rate swaps Other current liabilities Level 2 235.3 (8.3 ) Derivatives not designated as hedges: Interest rate swaps Other current liabilities Level 2 11.2 (0.7 ) Total $ 977.4 $ (29.4 ) |
Schedule of Gains and Losses Recognized on the Balance Sheet for Derivative Instruments | The following table indicates the amount of gains/(losses) that have been recognized in accumulated other comprehensive income/(loss) in the condensed consolidated balance sheets and gains/(losses) recognized in earnings in the condensed consolidated statements of operations for the three- and nine- month periods ended September 30, 2015 for derivative and nonderivative instruments (in millions): Recognized in Accumulated Other Comprehensive Income Recognized in Earnings For the Three Months Ended September 30, 2015 For the Nine Months Ended September 30, 2015 For the Three Months Ended September 30, 2015 For the Nine Months Ended September 30, 2015 Derivatives designated as hedges: Cross-currency swap agreements $ 11.5 $ (20.4 ) — — Interest rate swaps (0.7 ) (1.4 ) — — Derivatives not designated as hedges: Interest rate swaps — — — — Nonderivatives designated as hedges: Foreign currency denominated notes 5.3 4.7 — — Total $ 16.1 $ (17.1 ) $ — $ — |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The weighted-average of potentially dilutive securities excluded from the computation of diluted earnings per share for the three- and nine- months ended September 30, 2015 and 2014 is shown per the table below. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Basic weighted average common stock outstanding 98,568,971 54,469,943 87,315,661 49,497,353 Potentially Dilutive Securities: Shares underlying the conversion of preferred stock to common stock 10,414,242 10,476,430 10,447,283 10,485,283 Shares underlying the conversion of the convertible senior notes 4,190,266 7,341,490 4,578,305 7,473,420 Shares underlying warrants to purchase common stock 8,531,604 8,222,305 8,727,799 8,011,371 Shares underlying stock options to purchase common stock 596,422 557,973 627,511 529,072 Shares underlying restricted stock units and performance-based restricted stock units 1,132,326 821,892 1,114,133 713,498 24,864,860 27,420,090 25,495,031 27,212,644 Diluted weighted average shares outstanding 123,433,831 81,890,033 112,810,692 76,709,997 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Selected Financial Data for Each of Operating Segments | The following schedule identifies selected financial data for each of the Company’s reportable segments for the three- and nine- month periods ended September 30, 2015 and 2014 , respectively (in millions): Transportation Logistics Corporate Eliminations Total Three Months Ended September 30, 2015 Revenue $ 1,396.8 $ 993.3 $ — $ (28.0 ) $ 2,362.1 Operating income (loss) 30.9 36.0 (22.8 ) — 44.1 Depreciation and amortization 54.8 46.9 0.4 — 102.1 Interest expense — — 61.5 — 61.5 Tax expense (benefit) — — 1.9 — 1.9 Goodwill 1,857.8 1,587.2 — — 3,445.0 Three Months Ended September 30, 2014 Revenue $ 612.4 $ 50.1 $ — $ — $ 662.5 Operating income (loss) 4.9 4.5 (23.0 ) — (13.6 ) Depreciation and amortization 23.2 3.5 0.5 — 27.2 Interest expense 0.3 — 17.5 — 17.8 Tax expense (benefit) — — (20.1 ) — (20.1 ) Goodwill 566.3 352.2 — — 918.5 Nine Months Ended September 30, 2015 Revenue $ 2,820.4 $ 1,493.7 $ — $ (33.1 ) $ 4,281.0 Operating income (loss) 57.7 46.9 (95.2 ) — 9.4 Depreciation and amortization 103.6 87.2 1.1 — 191.9 Interest expense — — 120.9 — 120.9 Tax expense (benefit) — — (21.3 ) — (21.3 ) Goodwill 1,857.8 1,587.2 — — 3,445.0 Nine Months Ended September 30, 2014 Revenue $ 1,475.8 $ 50.1 $ — $ — $ 1,525.9 Operating income (loss) 8.2 4.5 (59.6 ) — (46.9 ) Depreciation and amortization 58.6 3.4 1.8 — 63.8 Interest expense 0.3 — 31.0 — 31.3 Tax expense (benefit) 0.7 — (25.9 ) — (25.2 ) Goodwill 566.3 352.2 — — 918.5 |
Organization - Additional Infor
Organization - Additional Information (Detail) - 9 months ended Sep. 30, 2015 employee in Thousands, customer in Thousands, m² in Millions, ft² in Millions | employeeLocationsegment | country | customer | m² | ft² |
Real Estate Properties [Line Items] | |||||
Number of customers (more than) | customer | 30 | ||||
Number of employees (over) | 56 | ||||
Number of locations where the entity operates | Location | 900 | ||||
Number of countries in which entity operates | country | 27 | ||||
Number of reportable segments | segment | 2 | ||||
Area of Real Estate Property | 12.1 | 129 | |||
United States | |||||
Real Estate Properties [Line Items] | |||||
Area of Real Estate Property | 4.7 | 50 |
Basis of Presentation and Sig43
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Foreign currency transaction and remeasurement gains/(losses) | $ 14.5 | $ 0 | $ 34.6 | $ 0 |
Minimum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of fair value in excess of carrying amount | 87.00% | 87.00% | ||
Maximum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of fair value in excess of carrying amount | 100.00% | 100.00% |
Basis of Presentation and Sig44
Basis of Presentation and Significant Accounting Policies - Revenue Recognition - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Minimum | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |
Percentage Of Credit Losses Reimbursed To Freight Forwarding By Independently Owned Stations | 70.00% |
Maximum | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |
Percentage Of Credit Losses Reimbursed To Freight Forwarding By Independently Owned Stations | 80.00% |
Basis of Presentation and Sig45
Basis of Presentation and Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Value-added tax and income tax receivables | $ 117.9 | $ 15.4 |
Prepaid expenses | 91.3 | 13.2 |
Miscellaneous receivables | 37.5 | 5.4 |
Inventory | 25.5 | 1.3 |
Other current assets | 12.6 | 0.7 |
Total Other Current Assets | $ 284.8 | $ 36 |
Basis of Presentation and Sig46
Basis of Presentation and Significant Accounting Policies - Estimates Useful Life of Assets (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Buildings and leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Vehicles, trailers and tankers | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles, trailers and tankers | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 13 years |
Rail cars, containers and chassis | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Rail cars, containers and chassis | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office and warehouse equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Office and warehouse equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer software and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer software and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Basis of Presentation and Sig47
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 14 years |
Customer relationships | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (in years) | 12 years 18 days |
Carrier relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 2 years |
Carrier relationships | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (in years) | 2 years |
Trade names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Trade names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 3 years 6 months |
Trade names | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (in years) | 3 years 22 days |
Non-compete agreements | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (in years) | 4 years 6 months 26 days |
Other intangible assets | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 1 year 6 months |
Other intangible assets | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Other intangible assets | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (in years) | 4 years 2 months 27 days |
Basis of Presentation and Sig48
Basis of Presentation and Significant Accounting Policies - Summary of Accrued Expenses (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Accrued salaries and wages | $ 325.1 | $ 50.1 |
Accrued value-added tax and other taxes | 137.9 | 1.3 |
Accrued interest | 49.8 | 15.1 |
Accrued estimated litigation liabilities | 47.8 | 11.5 |
Accrued purchased services | 24.5 | 18.9 |
Accrued insurance claims | 14.4 | 5.8 |
Other accrued expenses | 49.4 | 17.2 |
Total Accrued Expenses, Other | $ 648.9 | $ 119.9 |
Basis of Presentation and Sig49
Basis of Presentation and Significant Accounting Policies - Schedule of Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Deferred revenue | $ 61 | $ 0.5 |
Bank overdrafts | 57.5 | 0 |
Acquisition earn-out liability | 29.1 | 0 |
Current portion of interest rate swap liability | 5 | 0 |
Other current liabilities | 40.5 | 6.2 |
Total Other Current Liabilities | $ 193.1 | $ 6.7 |
Basis of Presentation and Sig50
Basis of Presentation and Significant Accounting Policies - Estimated Fair Value of Financial Instruments (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Derivative instruments | $ (29.4) | |
Convertible senior notes | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 98.2 | $ 271.3 |
Senior notes due 2022 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 1,359.8 | |
Senior notes due 2021 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 485.9 | |
Senior notes due 2019 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 877.5 | 527.5 |
Euro private placement notes due 2020 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 13.6 | |
Level 1 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Derivative instruments | 0 | |
Level 1 | Convertible senior notes | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 98.2 | 271.3 |
Level 1 | Senior notes due 2022 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 1,359.8 | |
Level 1 | Senior notes due 2021 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | |
Level 1 | Senior notes due 2019 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 877.5 | 527.5 |
Level 1 | Euro private placement notes due 2020 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | |
Level 2 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Derivative instruments | (29.4) | |
Level 2 | Convertible senior notes | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | 0 |
Level 2 | Senior notes due 2022 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | |
Level 2 | Senior notes due 2021 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 485.9 | |
Level 2 | Senior notes due 2019 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | 0 |
Level 2 | Euro private placement notes due 2020 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 13.6 | |
Level 3 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Derivative instruments | 0 | |
Level 3 | Convertible senior notes | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | 0 |
Level 3 | Senior notes due 2022 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | |
Level 3 | Senior notes due 2021 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | |
Level 3 | Senior notes due 2019 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | 0 |
Level 3 | Euro private placement notes due 2020 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 0 | |
Money market funds | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Money market funds | 376.4 | 330.8 |
Money market funds | Level 1 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Money market funds | 376.4 | 330.8 |
Money market funds | Level 2 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Money market funds | 0 | 0 |
Money market funds | Level 3 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Money market funds | 0 | 0 |
Carrying Value | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Derivative instruments | (29.4) | |
Carrying Value | Convertible senior notes | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 59.1 | 91.9 |
Carrying Value | Senior notes due 2022 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 1,600 | |
Carrying Value | Senior notes due 2021 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 560.2 | |
Carrying Value | Senior notes due 2019 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 914 | 500 |
Carrying Value | Euro private placement notes due 2020 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Senior notes | 14.9 | |
Carrying Value | Money market funds | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Money market funds | $ 376.4 | $ 330.8 |
Acquisitions - Norbert Dentress
Acquisitions - Norbert Dentressangle SA (Details) € / shares in Units, € in Millions, $ in Millions | Jun. 25, 2015 | Jun. 08, 2015USD ($) | Jun. 08, 2015EUR (€) | Sep. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Jun. 11, 2015€ / shares | Dec. 31, 2014USD ($) |
Business Combination, Consideration Transferred [Abstract] | ||||||||
Goodwill | $ 3,445 | $ 3,445 | $ 918.5 | $ 929.3 | ||||
Revenue from acquiree included in Company's results | 6,833.1 | 6,725.8 | ||||||
Operating income from acquiree included in Company's results | $ 83 | $ 39.1 | ||||||
ND | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of common stock acquired | 67.00% | 86.25% | 86.25% | |||||
Common stock price per share (in euro per share) | € / shares | € 217.50 | |||||||
Period that Tender Offer will remain open (in days) | 16 days | |||||||
Number of shares purchased under the Tender Offer | shares | 1,921,553 | 1,921,553 | ||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Cash consideration | $ 1,603.9 | € 1,437 | ||||||
Liability for performance share settlement | 13.2 | 11.8 | ||||||
Repayment of indebtedness | 711.3 | 634.1 | ||||||
Noncontrolling interests | 784.2 | 702.5 | ||||||
Cash acquired | (151) | (134.6) | ||||||
Total consideration | 2,961.6 | € 2,650.8 | ||||||
Goodwill | $ 2,424.8 | |||||||
Revenue from acquiree included in Company's results | $ 1,937.3 | |||||||
Operating income from acquiree included in Company's results | $ 35.9 | |||||||
First payment | ND | Performance Stock Award | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of Awards Paid | 50.00% | |||||||
Period Before Payment (in months) | 18 months | 18 months | ||||||
Second payment | ND | Performance Stock Award | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of Awards Paid | 50.00% | |||||||
Period Before Payment (in months) | 36 months | 36 months | ||||||
Transportation | ND | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Goodwill | $ 1,188.2 | |||||||
Logistics | ND | ||||||||
Business Combination, Consideration Transferred [Abstract] | ||||||||
Goodwill | $ 1,236.6 |
Acquisitions - Recognized Ident
Acquisitions - Recognized Identified Assets Acquired and Liabilities Assumed (Detail) € in Millions, $ in Millions | Jun. 08, 2015USD ($) | Jun. 08, 2015EUR (€) | Sep. 02, 2014USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 3,445 | $ 929.3 | $ 918.5 | ||||
ND | |||||||
Business Acquisition [Line Items] | |||||||
Consideration | $ 2,961.6 | € 2,650.8 | |||||
Accounts receivable | 1,063.5 | ||||||
Prepaid and other current assets | 309.1 | ||||||
Income tax receivable | 41.4 | ||||||
Deferred tax assets, current | 120.5 | ||||||
Restricted cash | 6.3 | ||||||
Property and equipment | 727.6 | ||||||
Other long-term assets | 11.5 | ||||||
Accounts payable | (803.7) | ||||||
Accrued salaries and wages | (237) | ||||||
Accrued expenses | (180.1) | ||||||
Other current liabilities | (153) | ||||||
Interest rate swap liabilities | (10.9) | ||||||
Long-term debt | (637.2) | ||||||
Deferred tax liabilities, non-current | (355.3) | ||||||
Employee benefit obligations | (141.4) | ||||||
Other long-term liabilities | (79.3) | ||||||
Noncontrolling interests | (7.8) | ||||||
Goodwill | 2,424.8 | ||||||
ND | Trade name covenants | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | 40 | ||||||
ND | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | 5.6 | ||||||
ND | Contractual customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | $ 817 | ||||||
New Breed Logistics | |||||||
Business Acquisition [Line Items] | |||||||
Consideration | $ 615.9 | ||||||
Cash and cash equivalents | 1.8 | ||||||
Accounts receivable | 112.1 | ||||||
Prepaid and other current assets | 11.7 | ||||||
Income tax receivable | 17.9 | ||||||
Restricted cash | 8.5 | ||||||
Property and equipment | 112.7 | ||||||
Other long-term assets | 7.3 | ||||||
Accounts payable | (17.7) | ||||||
Accrued expenses | (33.4) | ||||||
Deferred tax liabilities, non-current | (75) | ||||||
Other long-term liabilities | (9.3) | ||||||
Goodwill | 350.1 | ||||||
New Breed Logistics | Trademarks/trade names | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | 4.5 | ||||||
New Breed Logistics | Contractual customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | 115.1 | ||||||
Contractual customer relationships liability | (5.6) | ||||||
New Breed Logistics | Non-contractual customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | $ 15.2 | ||||||
Pacer International | |||||||
Business Acquisition [Line Items] | |||||||
Consideration | $ 331.5 | ||||||
Cash and cash equivalents | 22.3 | ||||||
Accounts receivable | 119.6 | ||||||
Prepaid and other current assets | 9.4 | ||||||
Deferred tax assets, current | 1.4 | ||||||
Property and equipment | 43.5 | ||||||
Deferred tax assets, long-term | 1.4 | ||||||
Other long-term assets | 2.4 | ||||||
Accounts payable | (71.6) | ||||||
Accrued salaries and wages | (3.1) | ||||||
Accrued expenses | (50.6) | ||||||
Other current liabilities | (2) | ||||||
Other long-term liabilities | (11.6) | ||||||
Goodwill | 198 | ||||||
Pacer International | Trademarks/trade names | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | 2.8 | ||||||
Pacer International | Non-compete agreements | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | 2.3 | ||||||
Pacer International | Contractual customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | 66.3 | ||||||
Pacer International | Non-contractual customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of intangible assets | $ 1 |
Acquisitions - Bridge Terminal
Acquisitions - Bridge Terminal Transport (Details) - USD ($) $ in Millions | May. 04, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Acquisition of businesses, net of cash acquired | $ 1,609.8 | $ 813.7 | ||
Business combination, consideration transferred, shares of stock | 1.5 | 138.3 | ||
Goodwill | $ 3,445 | $ 918.5 | $ 929.3 | |
BTT | ||||
Business Acquisition [Line Items] | ||||
Consideration | $ 103.8 | |||
Acquisition of businesses, net of cash acquired | 103.1 | |||
Business combination, consideration transferred, shares of stock | 0.7 | |||
Goodwill | 54.1 | |||
Fair value of intangible assets | $ 30 |
Acquisitions - UX Specialized L
Acquisitions - UX Specialized Logistics - Additional Information (Details) - USD ($) $ in Millions | Feb. 09, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Acquisition of businesses, net of cash acquired | $ 1,609.8 | $ 813.7 | ||
Business combination, consideration transferred, shares of stock | 1.5 | 138.3 | ||
Goodwill | $ 3,445 | $ 918.5 | $ 929.3 | |
UX Specialized Logistics | ||||
Business Acquisition [Line Items] | ||||
Consideration | $ 58.9 | |||
Acquisition of businesses, net of cash acquired | 58.1 | |||
Business combination, consideration transferred, shares of stock | 0.8 | |||
Goodwill | 28.9 | |||
Intangible assets acquired | $ 18.8 |
Acquisitions - New Breed Logist
Acquisitions - New Breed Logistics - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 02, 2014 | Jul. 29, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred, shares of stock | $ 1.5 | $ 138.3 | ||
Acquisition of businesses, net of cash acquired | $ 1,609.8 | $ 813.7 | ||
New Breed Logistics | ||||
Business Acquisition [Line Items] | ||||
Consideration | $ 615.9 | |||
Working capital adjustment | 1.1 | |||
Business combination, consideration transferred, shares of stock | 30.1 | |||
Acquisition of businesses, net of cash acquired | $ 585.8 | |||
Business acquisition, equity interest issued or issuable, number of shares | 1,060,598 | |||
Common stock price per share (in usd per share) | $ 32.45 | |||
Cash consideration | $ 615.8 | |||
Chief Executive Officer | New Breed Logistics | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred, shares of stock | $ 30 | |||
Percentage of common stock acquired | 50.00% | 50.00% |
Acquisitions - Atlantic Central
Acquisitions - Atlantic Central Logistics - Additional Information (Details) - USD ($) $ in Millions | Jul. 28, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,445 | $ 929.3 | $ 918.5 | |
Atlantic Central Logistics | ||||
Business Acquisition [Line Items] | ||||
Consideration | $ 36.2 | |||
Goodwill | 25.1 | |||
Intangible assets acquired | $ 12.5 |
Acquisitions - Pacer Internatio
Acquisitions - Pacer International - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2015$ / shares | Sep. 08, 2015$ / shares | Dec. 31, 2014$ / shares |
Business Acquisition [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Pacer International | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.01 | |||
Right to receive price per share (in usd per share) | $ 6 | |||
Exchange ratio per share | 0.1017 | |||
Base line share price (in usd per share) | $ 3 | |||
Payment period of purchase consideration | 10 days | |||
Total consideration paid | $ | $ 331.5 | |||
Cash consideration | $ | 223.3 | |||
Business acquisition, equity interest issued or issuable | $ | $ 108.2 | |||
Business acquisition, equity interest issued or issuable, number of shares | shares | 3,688,246 | |||
Common stock price per share (in usd per share) | $ 29.41 | |||
Total tax deductible goodwill | $ | $ 323.2 |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisition Pro Forma Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combinations [Abstract] | ||
Revenue | $ 6,833.1 | $ 6,725.8 |
Operating income (loss) | 83 | 39.1 |
Net loss attributable to common shareholders | $ (169.3) | $ (139.6) |
Loss per common share | ||
Basic (in dollars per share) | $ (1.57) | $ (1.68) |
Diluted (in dollars per share) | $ (1.57) | $ (1.68) |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Reserve (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 5.1 |
From ND Acquisition | 14.9 |
Charges Incurred | 17.9 |
Payments | (4.8) |
Ending balance | 33.1 |
Operating Segments | Transportation | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
From ND Acquisition | 5.2 |
Charges Incurred | 1.3 |
Payments | (0.4) |
Ending balance | 6.1 |
Operating Segments | Transportation | Contract termination | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
From ND Acquisition | 0.1 |
Charges Incurred | 0 |
Payments | 0 |
Ending balance | 0.1 |
Operating Segments | Transportation | Facilities | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
From ND Acquisition | 0 |
Charges Incurred | 0.8 |
Payments | 0 |
Ending balance | 0.8 |
Operating Segments | Transportation | Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
From ND Acquisition | 5.1 |
Charges Incurred | 0.5 |
Payments | (0.4) |
Ending balance | 5.2 |
Operating Segments | Logistics | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
From ND Acquisition | 9.7 |
Charges Incurred | 13.3 |
Payments | (1.2) |
Ending balance | 21.8 |
Operating Segments | Logistics | Contract termination | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
From ND Acquisition | 0.3 |
Charges Incurred | 1 |
Payments | (0.1) |
Ending balance | 1.2 |
Operating Segments | Logistics | Facilities | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
From ND Acquisition | 0 |
Charges Incurred | 0.5 |
Payments | 0 |
Ending balance | 0.5 |
Operating Segments | Logistics | Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
From ND Acquisition | 9.4 |
Charges Incurred | 11.8 |
Payments | (1.1) |
Ending balance | 20.1 |
Corporate | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 5.1 |
From ND Acquisition | 0 |
Charges Incurred | 3.3 |
Payments | (3.2) |
Ending balance | 5.2 |
Corporate | Contract termination | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 3.8 |
From ND Acquisition | 0 |
Charges Incurred | 3.3 |
Payments | (2.2) |
Ending balance | 4.9 |
Corporate | Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1.3 |
From ND Acquisition | 0 |
Charges Incurred | 0 |
Payments | (1) |
Ending balance | $ 0.3 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Mar. 06, 2015claimantclass_action | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)claimantclaimoperator | Sep. 30, 2014USD ($) |
Loss Contingencies [Line Items] | |||||
Operating leases, future minimum payments due | $ 1,739.4 | $ 1,739.4 | |||
Operating leases, future minimum payments due, next twelve months | 420 | 420 | |||
Operating leases, future minimum payments, due in two years | 325.9 | 325.9 | |||
Operating leases, future minimum payments, due in three years | 266.8 | 266.8 | |||
Operating leases, future minimum payments, due in four years | 205 | 205 | |||
Operating leases, future minimum payments, due thereafter | 521.7 | 521.7 | |||
Operating leases, rent expense | $ 200 | $ 25.1 | $ 295.9 | $ 48.9 | |
Pacer International | |||||
Loss Contingencies [Line Items] | |||||
Number of owner-operators | operator | 153 | ||||
Number of claims heard by court | claimant | 200 | 7 | |||
Amount claimed | $ 2 | ||||
Number of class actions related to remaining claimants | class_action | 3 | ||||
Maximum | Pacer International | |||||
Loss Contingencies [Line Items] | |||||
Number of claims heard by court | claim | 600 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ / shares in Units, € in Millions | Oct. 30, 2015USD ($) | Jul. 31, 2015EUR (€) | Sep. 30, 2015USD ($)day$ / sharesshares | Jun. 08, 2015EUR (€) | Jun. 04, 2015USD ($) | Jun. 04, 2015EUR (€) | Feb. 13, 2015USD ($) | Dec. 31, 2014USD ($) | Aug. 25, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||
Total debt | $ 3,470,300,000 | $ 608,800,000 | |||||||
Long-term debt | $ 3,359,100,000 | 592,100,000 | |||||||
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed (as a percent) | 100.00% | ||||||||
Long-term Debt, amount redeemed in period | € | € 223 | ||||||||
Debt conversion, shares issued | shares | 2,512,349 | ||||||||
Debt conversion, amount | $ 41,300,000 | ||||||||
Gain (loss) on conversion of debt | $ (8,000,000) | ||||||||
Convertible debt, conversion rate, shares per $1000 in principal amount (in shares) | 60.8467 | ||||||||
Convertible debt, conversion rate, principal amount increment | $ 1,000 | ||||||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 16.43 | ||||||||
Convertible debt, redemption terms, common stock market price as a percent of the conversion price | 130.00% | ||||||||
Threshold trading days | day | 20 | ||||||||
Threshold consecutive trading days | 30 days | ||||||||
Convertible debt, redemption terms, make whole premium payment, discount rate (as a percentage) | 4.50% | ||||||||
Long-term Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion, amount | $ 35,100,000 | ||||||||
Equity | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt conversion, amount | 42,300,000 | ||||||||
Convertible senior notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | 65,500,000 | 106,800,000 | |||||||
Convertible senior notes | Other long-term assets | |||||||||
Debt Instrument [Line Items] | |||||||||
Total unamortized debt issuance costs | $ 1,400,000 | ||||||||
Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio (not less than) | 1 | ||||||||
Multi Currency Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Secured revolving loan credit agreement amount | $ 415,000,000 | ||||||||
Increase in principal amount of credit agreement | 100,000,000 | ||||||||
Outstanding letters of credit | $ 24,200,000 | ||||||||
Multi Currency Revolving Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Undrawn commitment fee percentage | 0.25% | ||||||||
Multi Currency Revolving Credit Facility | Minimum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.75% | ||||||||
Multi Currency Revolving Credit Facility | Minimum | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 0.75% | ||||||||
Multi Currency Revolving Credit Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Undrawn commitment fee percentage | 0.375% | ||||||||
Multi Currency Revolving Credit Facility | Maximum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 2.25% | ||||||||
Multi Currency Revolving Credit Facility | Maximum | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.25% | ||||||||
Term Loan Facility | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 3.50% | ||||||||
Senior notes due 2019 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 900,000,000 | $ 400,000,000 | 500,000,000 | $ 500,000,000 | |||||
Debt instrument, interest rate, stated percentage | 7.875% | 7.875% | |||||||
Long-term debt | $ 900,000,000 | ||||||||
Debt instrument, premium percentage | 104.00% | ||||||||
Plus: unamortized premium on senior notes due 2019 | $ 14,000,000 | $ 16,000,000 | 0 | ||||||
Total unamortized debt issuance costs | $ 44,800,000 | ||||||||
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed (as a percent) | 100.00% | ||||||||
Percent of principal amount available to be redeemed with proceeds from equity offerings | 40.00% | ||||||||
Redemption price with proceeds from equity offerings (as a percent) | 107.875% | ||||||||
Minimum amount of debt outstanding (as a percent) | 60.00% | ||||||||
Term (years) | 60 months | ||||||||
Senior notes due 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 1,600,000,000 | $ 1,600,000,000 | 0 | ||||||
Debt instrument, interest rate, stated percentage | 6.50% | 6.50% | 6.50% | ||||||
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed (as a percent) | 100.00% | ||||||||
Percent of principal amount available to be redeemed with proceeds from equity offerings | 40.00% | ||||||||
Redemption price with proceeds from equity offerings (as a percent) | 106.50% | ||||||||
Minimum amount of debt outstanding (as a percent) | 60.00% | ||||||||
Term (years) | 84 months | ||||||||
Senior notes due 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 560,200,000 | € 500 | 0 | ||||||
Debt instrument, interest rate, stated percentage | 5.75% | 5.75% | 5.75% | ||||||
Percent of principal amount available to be redeemed with proceeds from equity offerings | 40.00% | ||||||||
Redemption price with proceeds from equity offerings (as a percent) | 105.75% | ||||||||
Minimum amount of debt outstanding (as a percent) | 60.00% | ||||||||
Term (years) | 72 months | ||||||||
Euro private placement notes due 2019 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | € | € 75 | ||||||||
Debt instrument, interest rate, stated percentage | 3.80% | ||||||||
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed (as a percent) | 100.00% | ||||||||
Notice period required for change of control after occurrence (in days) | 30 days | ||||||||
Minimum period after publication of early redemption notice for shareholders to exercise options (in business days) | 15 days | ||||||||
Maximum Leverage Ratio Required for Debt Covenant (less than or equal to) | 3.50 | ||||||||
Required indebtedness ratio (less than or equal to) | 2 | ||||||||
Euro private placement notes due 2019 | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Notice period required for early redemption (in business days) | 25 days | ||||||||
Euro private placement notes due 2019 | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Notice period required for early redemption (in business days) | 30 days | ||||||||
Euro private placement notes due 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 13,400,000 | € 160 | 0 | ||||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% | |||||||
Term (years) | 84 months | ||||||||
Asset financing | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 294,900,000 | $ 0 | |||||||
Debt instrument, interest rate, stated percentage | 1.40% | ||||||||
Term (years) | 66 months | ||||||||
Asset financing | Minimum | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 0.36% | ||||||||
Term (years) | 5 years | ||||||||
Asset financing | Maximum | Unsecured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 5.50% | ||||||||
Term (years) | 10 years | ||||||||
Amended Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Total unamortized debt issuance costs | $ 2,600,000 | ||||||||
Subsequent Event | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Secured revolving loan credit agreement amount | $ 1,000,000,000 | ||||||||
Subsequent Event | ABL Facility | Minimum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.50% | ||||||||
Subsequent Event | ABL Facility | Minimum | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 0.50% | ||||||||
Subsequent Event | ABL Facility | Maximum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 2.00% | ||||||||
Subsequent Event | ABL Facility | Maximum | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.00% | ||||||||
Subsequent Event | Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Secured revolving loan credit agreement amount | $ 1,600,000,000 | ||||||||
Subsequent Event | Term Loan Facility | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 4.50% |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Detail) € in Millions, $ in Millions | 9 Months Ended | ||||||
Sep. 30, 2015USD ($) | Jun. 08, 2015EUR (€) | Jun. 04, 2015USD ($) | Jun. 04, 2015EUR (€) | Feb. 13, 2015USD ($) | Dec. 31, 2014USD ($) | Aug. 25, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||
Revolving credit facility, interest rates (as a percentage) | 4.38% | ||||||
Convertible senior notes, interest rates (as a percentage) | 4.50% | ||||||
Capital leases for equipment, interest rates (as a percentage) | 1.70% | ||||||
Revolving credit facility, term (months) | 60 months | ||||||
Convertible senior notes, term (months) | 60 months | ||||||
Capital leases for equipment, term (months) | 65 months | ||||||
Revolving credit facility | $ 0 | $ 0 | |||||
Total debt | 3,470.3 | 608.8 | |||||
Notes payable | 1.7 | 1.8 | |||||
Capital leases for equipment | 34.6 | 0.2 | |||||
Less: unamortized discount on convertible senior notes | (6.4) | (14.9) | |||||
Less: current maturities of long-term debt | (120.3) | (1.8) | |||||
Total long-term debt, net of current maturities | $ 3,359.1 | 592.1 | |||||
Senior notes due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 6.50% | 6.50% | 6.50% | ||||
Term (months) | 84 months | ||||||
Total debt | $ 1,600 | $ 1,600 | 0 | ||||
Senior notes due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5.75% | 5.75% | 5.75% | ||||
Term (months) | 72 months | ||||||
Total debt | $ 560.2 | € 500 | 0 | ||||
Senior notes due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 7.875% | 7.875% | |||||
Term (months) | 60 months | ||||||
Total debt | $ 900 | $ 400 | 500 | $ 500 | |||
Plus: unamortized premium on senior notes due 2019 | $ 14 | $ 16 | 0 | ||||
Euro private placement notes due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% | |||||
Term (months) | 84 months | ||||||
Total debt | $ 13.4 | € 160 | 0 | ||||
Asset financing | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 1.40% | ||||||
Term (months) | 66 months | ||||||
Total debt | $ 294.9 | 0 | |||||
Euro Private Placement Notes | |||||||
Debt Instrument [Line Items] | |||||||
Plus: unamortized fair value adjustment on Euro private placement notes | $ 1.5 | $ 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, at cost | $ 1,100.3 | $ 269.2 |
Less: Accumulated depreciation | (144.6) | (47.3) |
Total Property and Equipment, net | 955.7 | 221.9 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, at cost | 166.4 | 33.2 |
Vehicles, trailers and tankers | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, at cost | 362.9 | 4.4 |
Rail cars, containers and chassis | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, at cost | 13.3 | 13 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, at cost | 239.8 | 44.4 |
Office and warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, at cost | 69.6 | 32.9 |
Computer software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, at cost | $ 248.3 | $ 141.3 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Net book value of capitalized internally-developed software | $ 955.7 | $ 955.7 | $ 221.9 | ||
Depreciation | 56.5 | $ 10.8 | 98.8 | $ 21.7 | |
Software Development | |||||
Property, Plant and Equipment [Line Items] | |||||
Net book value of capitalized internally-developed software | $ 99.2 | $ 99.2 | $ 70.1 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Identifiable Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Definite-lived intangibles: | ||
Customer relationships | $ 1,241.1 | $ 376.6 |
Trade name | 46.4 | 15.4 |
Non-compete agreements | 16.5 | 9.8 |
Carrier relationships | 12.1 | 12.1 |
Other intangible assets | 2.2 | 2.2 |
Intangible assets, gross | 1,318.3 | 416.1 |
Less: Accumulated amortization | (158.9) | (74.6) |
Total Identifiable Intangible Assets, net | $ 1,159.4 | $ 341.5 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense for Amortizable Intangible Assets (Detail) $ in Millions | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated amortization expense 2015 | $ 41.8 |
Estimated amortization expense 2016 | 141.5 |
Estimated amortization expense 2017 | 127.7 |
Estimated amortization expense 2018 | 120.2 |
Estimated amortization expense 2019 | $ 115.3 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Sales, general and administrative expense | $ 45.5 | $ 16.5 | $ 93.1 | $ 42.1 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | $ 929.3 |
Acquisitions | 2,508.2 |
Impact of foreign exchange translation | 0.8 |
Litigation liability adjustments, net of tax | 10.5 |
Other adjustments | (3.8) |
Goodwill at end of period | 3,445 |
Operating Segments | Transportation | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | 577 |
Acquisitions | 1,271.6 |
Impact of foreign exchange translation | 0.3 |
Litigation liability adjustments, net of tax | 10.5 |
Other adjustments | (1.6) |
Goodwill at end of period | 1,857.8 |
Operating Segments | Logistics | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | 352.3 |
Acquisitions | 1,236.6 |
Impact of foreign exchange translation | 0.5 |
Litigation liability adjustments, net of tax | 0 |
Other adjustments | (2.2) |
Goodwill at end of period | $ 1,587.2 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) $ in Millions | Jun. 25, 2015 | Sep. 30, 2015USD ($)shares | Jun. 11, 2015€ / shares | Jun. 08, 2015 |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Redeemable noncontrolling interest, beginning balance | $ 0 | |||
ND acquisition noncontrolling interest | 784.2 | |||
Comprehensive gain attributable to redeemable noncontrolling interest | 0.8 | |||
Adjustment to record noncontrolling interest at redemption value | (4.9) | |||
Adjustments for shares purchased, net of currency adjustment | (459.7) | |||
Transfer to noncontrolling interest within permanent equity | (320.4) | |||
Redeemable noncontrolling interest, ending balance | $ 0 | |||
ND | ||||
Noncontrolling Interest [Line Items] | ||||
Common stock price per share (in euro per share) | € / shares | € 217.50 | |||
Period that Tender Offer will remain open (in days) | 16 days | |||
Number of shares purchased under the Tender Offer | shares | 1,921,553 | |||
Percentage of common stock acquired | 86.25% | 67.00% |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) $ / shares in Units, $ in Millions | May. 29, 2015USD ($)agreement$ / sharesshares | Sep. 30, 2015$ / sharesshares | Sep. 08, 2015$ / sharesshares | Sep. 07, 2015shares | Dec. 31, 2014$ / sharesshares |
Stockholders Equity [Line Items] | |||||
Number of Investment Agreements entered into | agreement | 15 | ||||
Common stock, shares issued | shares | 108,373,631 | 77,421,683 | |||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Series A Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||
Allocated intrinsic value | $ | $ 52 | ||||
Common stock, shares authorized | shares | 300,000,000 | 300,000,000 | 150,000,000 | 150,000,000 | |
Purchased Common Shares | |||||
Stockholders Equity [Line Items] | |||||
Common stock, shares issued | shares | 15,499,445 | ||||
Common stock, par value (in usd per share) | $ 0.001 | ||||
Shares issued, price per share (in usd per share) | $ 45 | ||||
Proceeds from issuance of private placement | $ | $ 697.5 | ||||
Common stock, price per share (in usd per share) | $ 49.16 | ||||
Series C Preferred Stock | |||||
Stockholders Equity [Line Items] | |||||
Series A Preferred stock, shares issued | shares | 562,525 | ||||
Series A Preferred stock, par value (in usd per share) | $ 0.001 | ||||
Shares issued, price per share (in usd per share) | $ 1,000 | ||||
Proceeds from issuance of private placement | $ | $ 562.5 | ||||
Net proceeds from issuance of Purchased Securities, net of issuance costs | $ | $ 1,228.1 | ||||
Aggregate common shares issued upon conversion | shares | 12,500,546 | ||||
Conversion price (in usd per share) | $ 45 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2.7 | $ 1.8 | $ 28.1 | $ 5.6 |
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 0.3 | $ 0.5 | 1.6 | $ 1.3 |
2,015 | 0.3 | |||
2,016 | 1.1 | |||
2,017 | 0.5 | |||
2,018 | 0.3 | |||
2,019 | 0.1 | |||
Restricted Stock Units and Performance-based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
2,015 | 3.1 | |||
2,016 | 5 | |||
2,017 | 2.1 | |||
2,018 | 1.2 | |||
2,019 | 0.3 | |||
2020 & thereafter | $ 1.5 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 2,700,000 | $ 1,800,000 | $ 28,100,000 | $ 5,600,000 | ||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 300,000 | 500,000 | $ 1,600,000 | 1,300,000 | ||
Options, vested and exercisable, number of shares | 1,005,812 | 1,005,812 | ||||
Unrecognized compensation cost | $ 2,300,000 | $ 2,300,000 | ||||
Options, vested and exercisable, intrinsic value | 12,800,000 | 12,800,000 | ||||
Options, exercised, intrinsic value | 1,900,000 | 1,700,000 | ||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 800,000 | $ 1,300,000 | 3,000,000 | 4,300,000 | ||
Restricted stock units, vested, fair value | $ 7,900,000 | 7,000,000 | ||||
Restricted stock units, outstanding (in shares) | 476,556 | 476,556 | 692,823 | |||
Restricted Stock Units, shares, Vested (in shares) | 219,587 | |||||
Unrecognized compensation cost, period for recognition | 1 year 6 months 15 days | |||||
RSUs - subject to service conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units, outstanding (in shares) | 235,842 | 235,842 | ||||
RSUs - subject to service and market conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units, outstanding (in shares) | 240,714 | 240,714 | ||||
Performance-based Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1,600,000 | $ 5,000,000 | $ 0 | |||
Restricted stock units, outstanding (in shares) | 1,852,224 | 1,852,224 | 1,563,951 | |||
Restricted Stock Units, shares, Vested (in shares) | 79 | 0 | ||||
Unrecognized compensation cost, amount not deemed probable | $ 20,000,000 | $ 20,000,000 | ||||
PRSUs - subject to service, market and performance conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units, outstanding (in shares) | 1,741,643 | 1,741,643 | ||||
PRSUs - subject to service and performance conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units, outstanding (in shares) | 110,581 | 110,581 | ||||
Restricted Stock Units and Performance-based Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 13,200,000 | $ 13,200,000 | ||||
ND | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 18,500,000 | |||||
ND | Warrant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 8,500,000 |
Stock-Based Compensation - Equi
Stock-Based Compensation - Equity Awards Outstanding and Exercisable (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Stock Option | |||
Options Outstanding | |||
Options, Outstanding at beginning of period (in shares) | 1,344,795 | ||
Options, Granted (in shares) | 0 | ||
Options, Exercised (in shares) | (52,683) | ||
Options, Forfeited (in shares) | (36,300) | ||
Options, Outstanding at end of period (in shares) | 1,255,812 | 1,344,795 | |
Options, Exercisable (in shares) | 1,005,812 | ||
Options, Weighted Average Exercise Price | |||
Options, Weighted Average Exercise Price, at beginning of period (in usd per share) | $ 11.70 | ||
Options, Weighted Average Exercise Price, Granted (in usd per share) | 0 | ||
Options, Weighted Average Exercise Price, Exercised (in usd per share) | 9.22 | ||
Options, Weighted Average Exercise Price, Forfeited (in usd per share) | 20.11 | ||
Options, Weighted Average Exercise Price, at end of period (in usd per share) | 11.57 | $ 11.70 | |
Options, weighted average exercise price, exercisable (in usd per share) | 11.09 | ||
Options, Weighted Average Grant Date Fair Value | |||
Options, Weighted Average Grant Date Fair Value at beginning of period (in usd per share) | 6.04 | ||
Options, Weighted Average Grant Date fair Value, Granted (in usd per share) | 0 | ||
Options, Weighted Average Grant Date fair Value, Exercised (in usd per share) | 3.55 | ||
Options, Weighted Average Grant Date fair Value, Forfeited(in usd per share) | 9.56 | ||
Options, Weighted Average Grant Date Fair Value at end of period (in usd per share) | 5.57 | $ 6.04 | |
Options, Weighted Average Grant Date fair Value, Exercisable (in usd per share) | $ 5.29 | ||
Options, Weighted Average Remaining Term | |||
Options, Outstanding, Weighted Average Remaining Term | 6 years 2 months 12 days | 6 years 10 months 2 days | |
Options, Exercisable, Weighted Average Remaining Term | 6 years 1 month 2 days | ||
Stock Option | Minimum | |||
Options, Weighted Average Exercise Price | |||
Options, Weighted Average Exercise Price, at beginning of period (in usd per share) | $ 2.68 | ||
Options, Weighted Average Exercise Price, Granted (in usd per share) | 0 | ||
Options, Weighted Average Exercise Price, Exercised (in usd per share) | 2.68 | ||
Options, Weighted Average Exercise Price, Forfeited (in usd per share) | 12.10 | ||
Options, Weighted Average Exercise Price, at end of period (in usd per share) | 2.68 | $ 2.68 | |
Options, weighted average exercise price, exercisable (in usd per share) | 2.68 | ||
Stock Option | Maximum | |||
Options, Weighted Average Exercise Price | |||
Options, Weighted Average Exercise Price, at beginning of period (in usd per share) | 27.87 | ||
Options, Weighted Average Exercise Price, Granted (in usd per share) | 0 | ||
Options, Weighted Average Exercise Price, Exercised (in usd per share) | 27.87 | ||
Options, Weighted Average Exercise Price, Forfeited (in usd per share) | 27.87 | ||
Options, Weighted Average Exercise Price, at end of period (in usd per share) | 27.87 | $ 27.87 | |
Options, weighted average exercise price, exercisable (in usd per share) | $ 27.87 | ||
Restricted Stock Units | |||
Restricted Stock Units, shares | |||
Restricted Stock Units, shares at beginning of period (in shares) | 692,823 | ||
Restricted Stock Units, shares, Granted (in shares) | 35,413 | ||
Restricted Stock Units, shares, Vested (in shares) | (219,587) | ||
Restricted Stock Units, shares, Forfeited (in shares) | (32,093) | ||
Restricted Stock Units, shares at end of period (in shares) | 476,556 | 692,823 | |
Restricted Stock, Weighted Average Grant Date Fair Value | |||
Restricted Stock, Weighted Average Grant Date Fair Value at beginning of period (in usd per share) | $ 15.23 | ||
Restricted Stock, Weighted Average Grant Date Fair Value, Granted (in usd per share) | 39.42 | ||
Restricted Stock, Weighted Average Grant Date Fair Value, Vested (in usd per share) | 14.88 | ||
Restricted Stock, Weighted Average Grant Date Fair Value, Forfeited (in usd per share) | 29.03 | ||
Restricted Stock, Weighted Average Grant Date Fair Value at end of period (in usd per share) | $ 16.31 | $ 15.23 | |
Performance-based Restricted Stock Units | |||
Restricted Stock Units, shares | |||
Restricted Stock Units, shares at beginning of period (in shares) | 1,563,951 | ||
Restricted Stock Units, shares, Granted (in shares) | 291,770 | ||
Restricted Stock Units, shares, Vested (in shares) | (79) | 0 | |
Restricted Stock Units, shares, Forfeited (in shares) | (3,418) | ||
Restricted Stock Units, shares at end of period (in shares) | 1,852,224 | 1,563,951 | |
Restricted Stock, Weighted Average Grant Date Fair Value | |||
Restricted Stock, Weighted Average Grant Date Fair Value at beginning of period (in usd per share) | $ 20.86 | ||
Restricted Stock, Weighted Average Grant Date Fair Value, Granted (in usd per share) | 29.32 | ||
Restricted Stock, Weighted Average Grant Date Fair Value, Vested (in usd per share) | 27.61 | ||
Restricted Stock, Weighted Average Grant Date Fair Value, Forfeited (in usd per share) | 28.47 | ||
Restricted Stock, Weighted Average Grant Date Fair Value at end of period (in usd per share) | $ 22.19 | $ 20.86 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Net Periodic Benefit Cost of UK Plan (Details) - UK Pension Plan - Foreign Pension Plan - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Interest cost | $ 12.6 | $ 16 |
Expected return on plan assets | (15.1) | (19.4) |
Net periodic benefit cost | $ (2.5) | (3.4) |
Estimated employer contributions | $ 13.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ 1,900,000 | $ (20,100,000) | $ (21,300,000) | $ (25,200,000) | |
Effective income tax rate, continuing operations (as a percent) | (5.70%) | 63.40% | 14.20% | 31.90% | |
Expected effective tax rate | 35.00% | 35.00% | 35.00% | 35.00% | |
Valuation allowance on deferred tax assets | $ 58,700,000 | $ 58,700,000 | $ 7,100,000 | ||
Valuation allowance on deferred tax assets included in other comprehensive income | $ 8,100,000 | $ 8,100,000 | $ 0 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Derivative [Line Items] | |||
Derivative Liability, Notional Amount | $ 977.4 | $ 977.4 | |
Cross-currency swap agreements | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | $ 730.9 | $ 730.9 | |
Cross-currency swap agreements | Designated as hedges | Net Investment Hedging | |||
Derivative [Line Items] | |||
Nonderivatives designated as hedges, notional amount | $ 235.8 | ||
Foreign currency forward contract | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | $ 1,864.5 | ||
Forward Exchange Rate (in usd per euro) | 1.13 | 1.13 | |
Derivative, Amount Settled | $ 1,864.5 | ||
Gain (loss) on foreign exchange forward | $ (1.9) | (9.7) | |
Other current liabilities Other long-term liabilities | Interest rate swaps | Not designated as hedges | |||
Derivative [Line Items] | |||
Derivative Liability, Notional Amount | $ 11.2 | $ 11.2 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position (Details) $ in Millions | Sep. 30, 2015USD ($) |
Derivatives, Fair Value [Line Items] | |
Derivative Liability, Notional Amount | $ 977.4 |
Derivative Liability, Fair Value | (29.4) |
Interest rate swaps | Not designated as hedges | Other current liabilities Other long-term liabilities | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability, Notional Amount | 11.2 |
Level 2 | Cross-currency swap agreements | Designated as hedges | Other long-term liabilities | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability, Notional Amount | 730.9 |
Derivative Liability, Fair Value | (20.4) |
Level 2 | Interest rate swaps | Designated as hedges | Other current liabilities Other long-term liabilities | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability, Notional Amount | 235.3 |
Derivative Liability, Fair Value | (8.3) |
Level 2 | Interest rate swaps | Not designated as hedges | Other current liabilities Other long-term liabilities | |
Derivatives, Fair Value [Line Items] | |
Derivative Liability, Notional Amount | 11.2 |
Derivative Liability, Fair Value | $ (0.7) |
Derivative Instruments - Sche78
Derivative Instruments - Schedule of Gains and Losses Recognized on the Balance Sheet for Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Recognized in Accumulated Other Comprehensive Income | $ 16.1 | $ (17.1) |
Recognized in Earnings | 0 | 0 |
Cross-currency swap agreements | Designated as hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Recognized in Accumulated Other Comprehensive Income | 11.5 | (20.4) |
Recognized in Earnings | 0 | 0 |
Interest rate swaps | Designated as hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Recognized in Accumulated Other Comprehensive Income | (0.7) | (1.4) |
Recognized in Earnings | 0 | 0 |
Interest rate swaps | Not designated as hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Recognized in Accumulated Other Comprehensive Income | 0 | 0 |
Recognized in Earnings | 0 | 0 |
Foreign currency denominated notes | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Recognized in Accumulated Other Comprehensive Income | 5.3 | 4.7 |
Recognized in Earnings | $ 0 | 0 |
Foreign currency denominated notes | Designated as hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Recognized in Accumulated Other Comprehensive Income | $ 4.7 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Earnings Per Share [Line Items] | |||||
Series A Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Assumed average market price per share exercise of warrants treasury method (in usd per share) | 37.93 | $ 31.57 | 42.22 | $ 28.96 | |
Series A Convertible Preferred Stock | |||||
Earnings Per Share [Line Items] | |||||
Series A Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Basic weighted average common stock outstanding (in shares) | 98,568,971 | 54,469,943 | 87,315,661 | 49,497,353 |
Potentially Dilutive Securities: | ||||
Shares underlying the conversion of preferred stock to common stock | 10,414,242 | 10,476,430 | 10,447,283 | 10,485,283 |
Shares underlying the conversion of the convertible senior notes | 4,190,266 | 7,341,490 | 4,578,305 | 7,473,420 |
Shares underlying warrants to purchase common stock | 8,531,604 | 8,222,305 | 8,727,799 | 8,011,371 |
Shares underlying stock options to purchase common stock | 596,422 | 557,973 | 627,511 | 529,072 |
Shares underlying restricted stock units and performance-based restricted stock units | 1,132,326 | 821,892 | 1,114,133 | 713,498 |
Antidilutive shares excluded from the computation of earnings per share | 24,864,860 | 27,420,090 | 25,495,031 | 27,212,644 |
Diluted weighted average shares outstanding | 123,433,831 | 81,890,033 | 112,810,692 | 76,709,997 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - segment | 5 Months Ended | 9 Months Ended |
Jun. 07, 2015 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | 2 | |
Number of reportable segments | 2 | |
ND | ||
Segment Reporting Information [Line Items] | ||
Number of operating segments | 3 |
Segment Reporting - Selected Fi
Segment Reporting - Selected Financial Data for Each of Operating Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 2,362.1 | $ 662.5 | $ 4,281 | $ 1,525.9 | |
Operating income (loss) | 44.1 | (13.6) | 9.4 | (46.9) | |
Depreciation and amortization | 102.1 | 27.2 | 191.9 | 63.8 | |
Interest expense | 61.5 | 17.8 | 120.9 | 31.3 | |
Tax expense (benefit) | 1.9 | (20.1) | (21.3) | (25.2) | |
Goodwill | 3,445 | 918.5 | 3,445 | 918.5 | $ 929.3 |
Operating Segments | Transportation | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 1,396.8 | 612.4 | 2,820.4 | 1,475.8 | |
Operating income (loss) | 30.9 | 4.9 | 57.7 | 8.2 | |
Depreciation and amortization | 54.8 | 23.2 | 103.6 | 58.6 | |
Interest expense | 0 | 0.3 | 0 | 0.3 | |
Tax expense (benefit) | 0 | 0 | 0 | 0.7 | |
Goodwill | 1,857.8 | 566.3 | 1,857.8 | 566.3 | 577 |
Operating Segments | Logistics | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 993.3 | 50.1 | 1,493.7 | 50.1 | |
Operating income (loss) | 36 | 4.5 | 46.9 | 4.5 | |
Depreciation and amortization | 46.9 | 3.5 | 87.2 | 3.4 | |
Interest expense | 0 | 0 | 0 | 0 | |
Tax expense (benefit) | 0 | 0 | 0 | 0 | |
Goodwill | 1,587.2 | 352.2 | 1,587.2 | 352.2 | $ 352.3 |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Operating income (loss) | (22.8) | (23) | (95.2) | (59.6) | |
Depreciation and amortization | 0.4 | 0.5 | 1.1 | 1.8 | |
Interest expense | 61.5 | 17.5 | 120.9 | 31 | |
Tax expense (benefit) | 1.9 | (20.1) | (21.3) | (25.9) | |
Goodwill | 0 | 0 | 0 | 0 | |
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (28) | 0 | (33.1) | 0 | |
Operating income (loss) | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Tax expense (benefit) | 0 | 0 | 0 | 0 | |
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional information (Detail) $ / shares in Units, truck in Thousands, trailer in Thousands, tractor in Thousands, independent_carrier in Thousands, employee in Thousands, customer in Thousands, m² in Millions, ft² in Millions | Oct. 31, 2015ft²employeeLocationcountrycustomerindependent_carriertrucktrailertractor | Oct. 30, 2015USD ($)$ / shares | Sep. 09, 2015USD ($)employeeLocationcustomer$ / sharesshares | Sep. 30, 2015employeeLocation | Sep. 30, 2015country | Sep. 30, 2015USD ($) | Sep. 30, 2015customer | Sep. 30, 2015m² | Sep. 30, 2015ft² | Sep. 30, 2015 | Sep. 30, 2015$ / shares | Sep. 08, 2015$ / shares | Dec. 31, 2014$ / shares |
Subsequent Event [Line Items] | |||||||||||||
Number of locations where the entity operates | Location | 900 | ||||||||||||
Number of employees | employee | 56 | ||||||||||||
Number of customers (over) | customer | 30 | ||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Number of countries in which entity operates | country | 27 | ||||||||||||
Area of Real Estate Property (in sqft) | 12.1 | 129 | |||||||||||
Con-Way | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of locations where the entity operates | Location | 582 | ||||||||||||
Number of employees | employee | 30 | ||||||||||||
Number of customers (over) | customer | 36 | ||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.625 | ||||||||||||
Common stock price per share (in usd per share) | $ / shares | $ 47.60 | ||||||||||||
Number of shares acquired that were validly tendered and not properly withdrawn | shares | 46,150,072 | ||||||||||||
Percentage of shares validly tendered and not properly withdrawn acquired | 81.10% | ||||||||||||
Number of shares with guaranteed delivery | shares | 1,793,225 | ||||||||||||
Percentage of common stock acquired | 3.20% | ||||||||||||
Total consideration paid | $ 3,000,000,000 | ||||||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of locations where the entity operates | Location | 1,469 | ||||||||||||
Number of employees | employee | 84 | ||||||||||||
Number of customers (over) | customer | 50 | ||||||||||||
Number of countries in which entity operates | country | 32 | ||||||||||||
Area of Real Estate Property (in sqft) | ft² | 151 | ||||||||||||
Number of Owned Tractors | tractor | 19 | ||||||||||||
Number of Owned Trailers | trailer | 46 | ||||||||||||
Number of Trucks | truck | 10 | ||||||||||||
Number of Accessible Independent Carriers (more than) | independent_carrier | 50 | ||||||||||||
Subsequent Event | Con-Way | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock price per share (in usd per share) | $ / shares | $ 47.60 | ||||||||||||
ABL Facility | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Secured revolving loan credit agreement amount | $ 1,000,000,000 | ||||||||||||
Maximum capacity available for issuance of letters of credit | 350,000,000 | ||||||||||||
Capacity Available for Swing Line Loans | $ 50,000,000 | ||||||||||||
Multi Currency Revolving Credit Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Secured revolving loan credit agreement amount | $ 415,000,000 | ||||||||||||
Multi Currency Revolving Credit Facility | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Increase (Decrease) in margin (as a percent) | (0.25%) | ||||||||||||
Term Loan Facility | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Secured revolving loan credit agreement amount | $ 1,600,000,000 | ||||||||||||
Percentage of principal to be repaid each quarter | 0.25% | ||||||||||||
Prepayment as percentage of excess cash flow | 50.00% | ||||||||||||
Term Loan Facility, Scenario 1 | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Prepayment as percentage of excess cash flow | 25.00% | ||||||||||||
Term Loan Facility, Scenario 2 | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Prepayment as percentage of excess cash flow | 0.00% | ||||||||||||
Minimum | Term Loan Facility, Scenario 1 | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Leverage ratio required | 2.50 | ||||||||||||
Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Fixed Charge Coverage Ratio | 1 | ||||||||||||
Maximum | Term Loan Facility, Scenario 1 | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Leverage ratio required | 3 | ||||||||||||
Maximum | Term Loan Facility, Scenario 2 | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Leverage ratio required | 2.50 | ||||||||||||
LIBOR | Term Loan Facility | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 4.50% | ||||||||||||
LIBOR | Minimum | ABL Facility | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.50% | ||||||||||||
LIBOR | Minimum | Multi Currency Revolving Credit Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.75% | ||||||||||||
LIBOR | Maximum | ABL Facility | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 2.00% | ||||||||||||
LIBOR | Maximum | Multi Currency Revolving Credit Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 2.25% | ||||||||||||
Base Rate | Term Loan Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 3.50% | ||||||||||||
Base Rate | Minimum | ABL Facility | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 0.50% | ||||||||||||
Base Rate | Minimum | Multi Currency Revolving Credit Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 0.75% | ||||||||||||
Base Rate | Maximum | ABL Facility | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.00% | ||||||||||||
Base Rate | Maximum | Multi Currency Revolving Credit Facility | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.25% |