Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
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 | 110,769,845 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 360.3 | $ 289.8 |
Accounts receivable, net of allowances of $26.2 and $16.9, respectively | 2,338.4 | 2,266.4 |
Other current assets | 473 | 401 |
Total current assets | 3,171.7 | 2,957.2 |
Property and equipment, net of $543.7 and $209.3 in accumulated depreciation, respectively | 2,711.3 | 2,852.2 |
Goodwill | 4,734.1 | 4,610.6 |
Identifiable intangible assets, net of $353.6 and $224.5 in accumulated amortization, respectively | 1,591.4 | 1,876.5 |
Deferred tax asset | 2.1 | 113.6 |
Other long-term assets | 208.7 | 233.1 |
Total long-term assets | 9,247.6 | 9,686 |
Total assets | 12,419.3 | 12,643.2 |
Current liabilities: | ||
Accounts payable | 912 | 1,063.7 |
Accrued expenses | 1,476.5 | 1,291.8 |
Current maturities of long-term debt | 117.1 | 135.3 |
Other current liabilities | 188.3 | 203.6 |
Total current liabilities | 2,693.9 | 2,694.4 |
Long-term debt | 5,297.3 | 5,272.6 |
Deferred tax liability | 703.1 | 933.3 |
Employee benefit obligations | 278.2 | 312.6 |
Other long-term liabilities | 370.9 | 369.5 |
Total long-term liabilities | 6,649.5 | 6,888 |
Stockholders’ equity: | ||
Convertible perpetual preferred stock, $.001 par value; 10,000,000 shares authorized; 72,885 of Series A shares issued and outstanding at September 30, 2016 and December 31, 2015 | 42 | 42 |
Common stock, $.001 par value; 300,000,000 shares authorized; 110,739,400 and 109,523,493 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 0.1 | 0.1 |
Additional paid-in capital | 3,233.9 | 3,212.3 |
Accumulated deficit | (428.9) | (465) |
Accumulated other comprehensive loss | (125.1) | (72.3) |
Total stockholders' equity before noncontrolling interests | 2,722 | 2,717.1 |
Noncontrolling interests | 353.9 | 343.7 |
Total equity | 3,075.9 | 3,060.8 |
Total liabilities and equity | $ 12,419.3 | $ 12,643.2 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts receivable, allowances | $ 26.2 | $ 16.9 |
Property and equipment, accumulated depreciation | 543.7 | 209.3 |
Identifiable intangible assets, accumulated amortization | $ 353.6 | $ 224.5 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 110,739,400 | 109,523,493 |
Common stock, shares outstanding (in shares) | 110,739,400 | 109,523,493 |
Series A Preferred Stock | ||
Preferred stock, shares issued (in shares) | 72,885 | 72,885 |
Preferred stock, shares outstanding (in shares) | 72,885 | 72,885 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,713.8 | $ 2,362.1 | $ 10,942.8 | $ 4,281 |
Operating expenses | ||||
Cost of transportation and services | 2,008.4 | 1,237.3 | 5,926.8 | 2,385.4 |
Direct operating expense | 1,153.4 | 798.1 | 3,389.8 | 1,267.5 |
Sales, general and administrative expense | 383.2 | 282.6 | 1,224.7 | 618.7 |
Total operating expenses | 3,545 | 2,318 | 10,541.3 | 4,271.6 |
Operating income | 168.8 | 44.1 | 401.5 | 9.4 |
Other (income) expense | (2.7) | 1.6 | (9.4) | 3.9 |
Foreign currency loss | 1.3 | 14.5 | 4.5 | 34.6 |
Debt extinguishment loss | 53.2 | 0 | 53.2 | 0 |
Interest expense | 93 | 61.5 | 280.8 | 120.9 |
Income (loss) before income tax provision (benefit) | 24 | (33.5) | 72.4 | (150) |
Income tax provision (benefit) | 2.7 | 1.9 | 20 | (21.3) |
Net income (loss) | 21.3 | (35.4) | 52.4 | (128.7) |
Net income attributable to noncontrolling interests | (6.2) | (5) | (13.2) | (0.6) |
Net income (loss) attributable to XPO | 15.1 | (40.4) | 39.2 | (129.3) |
Earnings per share data: | ||||
Net income (loss) attributable to common shareholders | $ 13.8 | $ (93.1) | $ 35.8 | $ (183.5) |
Basic earnings (loss) per share (in dollars per share) | $ 0.13 | $ (0.94) | $ 0.33 | $ (2.10) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.11 | $ (0.94) | $ 0.30 | $ (2.10) |
Weighted-average common shares outstanding | ||||
Basic weighted-average common shares outstanding (in shares) | 110.3 | 98.6 | 110 | 87.3 |
Diluted weighted-average common shares outstanding (in shares) | 122.9 | 98.6 | 119.2 | 87.3 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 21.3 | $ (35.4) | $ 52.4 | $ (128.7) |
Less: Net income attributable to noncontrolling interests | (6.2) | (5) | (13.2) | (0.6) |
Net income (loss) attributable to XPO | 15.1 | (40.4) | 39.2 | (129.3) |
Other comprehensive income (loss) | ||||
Foreign currency translation losses | (8) | (6.3) | (27.2) | (0.6) |
Unrealized gains (losses) on cash flow and net investment hedges, net of tax effect of $9.2, $0.1, $16.7 and $0.1 | (12.4) | 16.2 | (23.3) | (17) |
Change in defined benefit plans liability, net of tax effect of $1.1, $(2.5), $1.1 and $(5.4) | (5.3) | 9.9 | (5.3) | 21.4 |
Other comprehensive (loss) income | (25.7) | 19.8 | (55.8) | 3.8 |
Less: Other comprehensive loss (income) attributable to noncontrolling interests | 1.1 | 1.8 | 3 | (3.4) |
Other comprehensive (loss) income attributable to XPO | (24.6) | 21.6 | (52.8) | 0.4 |
Comprehensive loss | (4.4) | (15.6) | (3.4) | (124.9) |
Less: Comprehensive income attributable to noncontrolling interests | (5.1) | (3.2) | (10.2) | (4) |
Comprehensive loss attributable to XPO | $ (9.5) | $ (18.8) | $ (13.6) | $ (128.9) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gains (losses) on cash flow and net investment hedges, tax effect | $ 9.2 | $ 0.1 | $ 16.7 | $ 0.1 |
Change in defined benefit plans liability, tax effect | $ 1.1 | $ (2.5) | $ 1.1 | $ (5.4) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | ||
Net income (loss) | $ 52.4 | $ (128.7) |
Adjustments to reconcile net income (loss) to net cash from operating activities | ||
Depreciation and amortization | 485.4 | 191.9 |
Deferred tax benefit | (2.3) | (41.9) |
Stock compensation expense | 34.2 | 19.7 |
Accretion of debt | 12.3 | 4.7 |
Loss on extinguishment of debt | 53.2 | 0 |
Other | 5.9 | 8.9 |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (79) | (2.3) |
Other assets | (72.5) | 32.5 |
Accounts payable | (150.7) | (59.9) |
Accrued expenses and other liabilities | 65.7 | 14.5 |
Cash flows provided by operating activities | 404.6 | 39.4 |
Investing activities | ||
Payment for purchases of property and equipment | (318.5) | (114.4) |
Proceeds from sale of assets | 57.9 | 38.7 |
Acquisition of businesses, net of cash acquired | 0 | (1,609.8) |
Other | 8.6 | (9.7) |
Cash flows used by investing activities | (252) | (1,695.2) |
Financing activities | ||
Proceeds from issuance of long-term debt | 1,377.8 | 2,596.7 |
Payment for debt issuance costs | (24.9) | (7.9) |
Repurchase of debt | (1,334.2) | 0 |
Repayment of long-term debt and capital leases | (126.4) | (1,067.4) |
Proceeds from borrowing on revolving credit facility | 260 | 0 |
Repayment of borrowings on revolving credit facility | (260) | 0 |
Proceeds from preferred stock and common stock offerings | 0 | 1,260 |
Payment for equity issuance costs | 0 | (31.9) |
Purchase of noncontrolling interests | 0 | (459.7) |
Bank overdrafts | 24.9 | 14.4 |
Dividends paid | (2.5) | (2.2) |
Other | 2 | 0.2 |
Cash flows (used) provided by financing activities | (83.3) | 2,302.2 |
Effect of exchange rates on cash | 1.2 | (5.2) |
Net increase in cash | 70.5 | 641.2 |
Cash and cash equivalents, beginning of period | 289.8 | 644.1 |
Cash and cash equivalents, end of period | 360.3 | 1,285.3 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 259.1 | 93.5 |
Cash paid for income taxes | 41.7 | 0.5 |
Non-cash investing and financing activities: | ||
Property and equipment acquired through capital lease | 40 | 0 |
Equity portion of acquisition purchase price | 0 | 1.5 |
Exchange Term Loan B | 1,197.2 | 0 |
Equity issued upon conversion of debt | $ 2.8 | $ 42.3 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Nature of Business XPO Logistics, Inc. and its subsidiaries ("XPO" or the "Company") use an integrated network of people, technology and physical assets to help customers manage their goods more efficiently throughout their supply chains. 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: Transportation and Logistics. 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. XPO’s transportation services include: freight brokerage, last mile, expedite, intermodal, less-than-truckload ("LTL"), full truckload, managed transportation and global forwarding services. Freight brokerage, last mile, expedite, intermodal, managed transportation and global forwarding are all non-asset or asset-light businesses. LTL and full truckload are asset-based. In the Logistics segment, referred to as supply chain, 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. In addition, the Company utilizes technology and expertise to solve complex supply chain challenges and create transformative solutions for world-class customers, while reducing their operating costs and improving production flow management. Substantially all of the Company’s businesses operate as the single global brand of XPO Logistics. Under the Company’s cross-selling initiative, all services are offered to all customers to fulfill their supply chain requirements, and multiple services are often combined into an optimal solution. For specific financial information relating to the above segments, refer to Note 15 —Segment Reporting . |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Presentation These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company's 2015 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted. The preparation of the condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenue and expense during the reporting period. Estimates have been prepared on the basis of the most current and best available information, but actual results could differ materially from those estimates. Intercompany transactions have been eliminated in the condensed consolidated financial statements. The results of operations of acquired companies are included in the Company’s results from the closing date of the acquisition and forward. 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 values of certain financial instruments approximated their fair values as of September 30, 2016 and December 31, 2015 , respectively. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt. Fair values approximate carrying values for these financial instruments since they are short-term in nature or are receivable or payable on demand. The fair value of the asset financing arrangements ("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. For information regarding the fair value hierarchy of the Company's financial liabilities and derivative instruments, refer to Note 9 —Debt and Note 12 —Derivative Instruments , respectively. The following table summarizes the fair value hierarchy of cash equivalents assets: September 30, 2016 (In millions) Carrying Value Fair Value Level 1 Level 2 Cash equivalents $ 143.7 $ 143.7 $ 29.2 $ 114.5 December 31, 2015 (In millions) Carrying Value Fair Value Level 1 Level 2 Cash equivalents $ 83.2 $ 83.2 $ 9.1 $ 74.1 New Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue (Topic 606): “Revenue from Contracts with Customers.” This ASU, codified in the "Revenue Recognition" topic of the FASB Accounting Standards Codification, requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these customer contracts. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for the first interim period within annual reporting periods beginning after December 15, 2016. This ASU can be applied either retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the standard recognized on the date of adoption. The Company is currently evaluating the method of application and the potential impact on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendment is permitted. The Company is currently evaluating the standard and the impact on the consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." This ASU clarifies the implementation guidance on principal versus agent considerations. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for the first interim period within annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the standard and the impact on the consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): "Improvements to Employee Share-based Payment Accounting." This ASU involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period; however early adoption is permitted. The Company is currently evaluating the standard and the impacts, if any, on the consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): "Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)." This ASU addresses eight specific cash flow classification issues with the objective of reducing the existing diversity in practice. Under the new standard, cash payments for debt prepayments or debt extinguishment costs should be classified as outflows for financing activities. Additional cash flow issues covered under the standard include: settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. This ASU is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods within that reporting period; however, early adoption is permitted. The Company is currently evaluating the standard and the impacts, if any, on the consolidated financial statements and related disclosures. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures 2015 Acquisitions Con-way Inc. On September 9, 2015, XPO entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Con-way Inc., a Delaware corporation ("Con-way"). 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. XPO completed its acquisition of Con-way on October 30, 2015. The fair value of the total consideration paid by XPO was $2,317.8 million , net of cash acquired of $437.3 million , consisting of $2,706.6 million of cash paid at the time of closing for the purchase of all of Con-way’s outstanding shares of common stock, par value $0.625 (the “Con-way Shares”), $17.6 million representing the portion of replacement equity awards attributable to pre-acquisition service, and a $30.9 million liability for the settlement of certain Con-way stock-based compensation awards. At the effective time (as specified in the Merger Agreement, the "Effective Time"), each Con-way stock option and stock appreciation right, whether vested or unvested, was converted into an option to purchase shares of XPO common stock or a stock appreciation right in respect of XPO common stock, as applicable, with the same terms and conditions as were applicable to such stock option or stock appreciation right immediately prior to the Effective Time, with the number of shares of XPO common stock (rounded down to the nearest whole number of shares) subject to such stock option or stock appreciation right equal to the product of (i) the total number of Con-way Shares underlying such stock option or stock appreciation right immediately prior to the Effective Time, multiplied by (ii) the quotient obtained by dividing the per share merger consideration by the volume-weighted average trading price of XPO common stock on the New York Stock Exchange for the five consecutive trading days ending on the trading day immediately preceding the closing date (the "Equity Award Conversion Amount"), and with the exercise price applicable to such stock option or stock appreciation right to equal the quotient (rounded up to the nearest whole cent) obtained by dividing (a) the exercise price per Share applicable to such stock option or stock appreciation right immediately prior to the Effective Time, by (b) the Equity Award Conversion Amount. (Dollars in millions) Cash consideration $ 2,706.6 Liability for equity award settlement 30.9 Portion of replacement equity awards attributable to pre-acquisition service 17.6 Cash acquired (437.3 ) Total consideration $ 2,317.8 The Con-way transaction 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 consolidated balance sheet at their estimated fair values as of October 30, 2015, with the remaining unallocated purchase price recorded as goodwill. Goodwill includes 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 October 30, 2015: (Dollars in millions) Consideration $ 2,317.8 Accounts receivable 676.5 Other current assets 141.4 Property and equipment 1,864.3 Trade name 5.6 Customer relationships 641.0 Other long-term assets 53.5 Accounts payable (367.6 ) Accrued expenses (394.9 ) Other current liabilities (27.5 ) Long-term debt (640.6 ) Deferred tax liabilities (603.9 ) Employee benefit obligations (153.5 ) Other long-term liabilities (202.9 ) Goodwill $ 1,326.4 As of September 30, 2016 , the purchase price allocation remains preliminary and is based on information that is available to XPO management at the time the condensed consolidated financial statements were prepared. The most significant open items include the fair value of property and equipment, definite-lived intangible assets, assumed liabilities and taxes. Based on a preliminary allocation, $1,076.1 million of the goodwill relates to the Transportation segment and $250.3 million of the goodwill relates to the Logistics segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. Norbert Dentressangle SA On April 28, 2015, XPO entered into (1) a Share Purchase Agreement (the "Share Purchase Agreement") relating to Norbert Dentressangle SA ("ND"), a French société anonyme , 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 ND shares. On June 8, 2015, pursuant to the terms of the Share Purchase Agreement, XPO purchased 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 (together, the “Share Purchase”). Total cash consideration paid by XPO for the Share Purchase was €1,437.0 million , or $1,603.9 million , excluding acquired debt. This cash consideration reflected only that portion of the fair value of the warrants attributable to service performed by employees, officers, or directors of ND and its affiliates prior to the acquisition date. The remaining balance of the fair value of the warrants was recorded as compensation expense in the post-combination period. The Company also agreed to settle certain ND performance stock awards. Similar to the warrants, the consideration paid by XPO for these stock awards of €11.8 million , or $13.2 million , included only that 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 shares will be settled 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 ND indebtedness and related interest rate swap liabilities totaling €628.5 million , or $705.0 million . On June 25, 2015, XPO launched 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). 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 paid by XPO in connection with the Tender Offer was €702.5 million , or $784.2 million , which is based on the quoted market price of ND shares on the acquisition date. The total consideration paid by XPO for ND is summarized in the table below in Euros ("EUR") and USD: (In millions) In EUR In USD Cash consideration € 1,437.0 $ 1,603.9 Liability for performance share settlement 11.8 13.2 Repayment of indebtedness 628.5 705.0 Noncontrolling interests 702.5 784.2 Cash acquired (134.6 ) (151.0 ) Total consideration € 2,645.2 $ 2,955.3 The Share Purchase 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 consolidated balance sheet at their estimated fair values as of June 8, 2015, with the remaining unallocated purchase price recorded as goodwill. Goodwill includes 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 $ 2,955.3 Accounts receivable 1,058.5 Other current assets 353.6 Deferred tax assets 44.6 Property and equipment 706.1 Trade name covenants 40.0 Non-compete agreements 5.6 Customer relationships 827.0 Other long-term assets 57.1 Accounts payable (806.0 ) Accrued expenses (428.2 ) Other current liabilities (131.8 ) Long-term debt (643.4 ) Deferred tax liabilities (237.7 ) Employee benefit obligations (142.3 ) Other long-term liabilities (177.2 ) Noncontrolling interests (37.2 ) Goodwill $ 2,466.6 The ND purchase price allocation is final. Approximately $962.4 million of the final goodwill relates to the Transportation segment and $1,504.2 million of the goodwill relates to the Logistics segment. The goodwill resulting from the ND acquisition is not deductible for local country income tax purposes. Bridge Terminal Transport Services, 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 Services, 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 by XPO 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 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 $56.5 million and definite-lived intangible assets of $30.0 million . All goodwill relates to the Transportation segment and is not deductible for income tax purposes. The BTT purchase price allocation is final. UX Specialized Logistics On February 9, 2015, pursuant to an Asset Purchase Agreement of the same date between the Company and Earlybird Delivery Systems, LLC, the Company acquired certain assets 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 provided 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 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 UX acquisition, the Company recorded goodwill of $38.1 million and definite-lived intangible assets of $18.8 million . All goodwill relates to the Transportation segment and is fully deductible for income tax purposes. The UX purchase price allocation is final. Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the nine- month period ended September 30, 2015 present consolidated information of the Company as if the acquisitions of Con-way and ND had occurred as of January 1, 2015: Pro Forma Nine Months Ended (Dollars in millions, except per share data) September 30, 2015 Revenue $ 11,034.2 Operating income $ 220.7 Net loss $ (118.1 ) Basic loss per share $ (1.59 ) Diluted loss per share $ (1.59 ) The unaudited pro forma consolidated results for the nine- month period were prepared using the acquisition method of accounting and are based on the historical financial information of Con-way, ND and the Company. The unaudited pro forma consolidated results incorporate historical financial information for all significant acquisitions pursuant to US Securities and Exchange Commission ("SEC") regulations since January 1, 2015. 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, 2015. Divestitures North American Truckload Operations On October 27, 2016, pursuant to a Stock Purchase Agreement of the same date between the Company and a subsidiary of TransForce Inc. ("TransForce"), the Company divested its North American Truckload operations (formerly known as Con-way Truckload) for approximately $558 million cash consideration, subject to certain adjustments. The Company also agreed to provide certain specified transition services to TransForce following the transaction. For the nine-months ended September 30, 2016, these North American Truckload operations generated $360.5 million in revenue and operating income of $29.8 million . These North American Truckload operations had been previously reported in the Company’s Transportation segment. On November 3, 2016, the Company used the proceeds from sale of the North American Truckload operations to repurchase $555 million of Term Loan debt at par. The repurchase of debt will result in a non-cash debt extinguishment charge of approximately $16.5 million to be recognized in the fourth quarter of 2016. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2016 | |
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 the Company's efficiency and profitability or adjust for the loss of certain business. The restructuring charges incurred during the nine- month period ended September 30, 2016 , and included in the Company's consolidated statement of operations as sales, general and administrative expense, direct operating expense, and cost of transportation and services, are summarized below. Nine months ended September 30, 2016 (In millions) Reserve Balance at December 31, 2015 Charges Incurred Payments Reserve Balance at September 30, 2016 Transportation Contract termination $ 0.1 $ — $ — $ 0.1 Facilities 0.6 0.7 (0.8 ) 0.5 Severance 26.7 5.1 (23.8 ) 8.0 Total 27.4 5.8 (24.6 ) 8.6 Logistics Contract termination 0.8 0.4 (1.1 ) 0.1 Severance 25.5 13.9 (19.5 ) 19.9 Total 26.3 14.3 (20.6 ) 20.0 Corporate Contract termination 4.0 — (2.6 ) 1.4 Severance 3.5 0.3 (3.2 ) 0.6 Total 7.5 0.3 (5.8 ) 2.0 Total $ 61.2 $ 20.4 $ (51.0 ) $ 30.6 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies 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, claims regarding anti-competitive practices, 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 or escrows 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 or escrow, 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, or has adequate purchase price holdbacks or escrows with respect to, 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 a 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 and logistics company. The liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this Note. In the event the Company is required to satisfy a legal claim outside the scope of the coverage provided by 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 approximately 150 owner operators contracted with these subsidiaries filed claims in 2012 with the DLSE in which they assert that they should be classified as employees, rather than 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, in 2014, the Company appealed the decision to California Superior 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 $2.9 million plus post-judgment interest and attorneys' fees to the claimants. The Company appealed this judgment, but cannot provide assurance that such appeal will be successful. Separate decisions were rendered in June 2015 by a DLSE hearing officer in claims involving five additional plaintiffs, resulting in an award for the plaintiffs in an aggregate amount of approximately $0.9 million , following which the Company has appealed the decisions in the U.S. District Court for the Central District of California. These proceedings are currently in the discovery phase. The remaining DLSE claims (the "Pending DLSE Claims") have been transferred to California Superior Court in three separate actions involving approximately 200 claimants, including the approximately 150 claimants mentioned above. These matters are in the initial procedural stages. The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable relating to the claims referenced above. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of these claims given, among other reasons, that the number and identities of plaintiffs in these lawsuits are uncertain and the range of potential loss could be impacted substantially by future rulings by the courts involved, including on the merits of the claims. One of the Company's intermodal drayage subsidiaries also is a party to a putative class action litigation ( Manuela Ruelas Mendoza v. Pacer Cartage, Inc. ) brought by Edwin Molina on August 19, 2013 and currently pending in the U.S. District Court, Southern District of California. Mr. Molina asserts that he should be classified as an employee, rather than an independent contractor, and seeks damages for alleged violation of various California wage and hour laws on behalf of himself and all owner-operators contracted with this subsidiary at any time from August 19, 2009 to April 29, 2016. Certain of these potential claimants also may have Pending DLSE Claims. The Company has reached an agreement to settle this litigation with the claimant. The Court has approved the settlement agreement, and it has been accepted by 520 members of the putative class. The administration of settlement payments is yet to be completed. The Company has accrued the full amount of the proposed settlement. There are other putative class action litigation matters pending against the Company’s intermodal drayage subsidiaries in which the plaintiffs claim they should have been classified as employees, rather than independent contractors, and seek damages for alleged violations of various California wage and hour laws. The particular claims asserted vary from case to case, but the claims generally allege unpaid wages, unpaid overtime, or failure to provide meal and rest periods, and seek reimbursement of the contract carriers’ business expenses. These cases include the following matters filed in the Superior Court for the State of California, Los Angeles District: C. Arevalo v. XPO Port Services, Inc. filed in August 2015; H. Lopez v. PDS Transportation filed in January 2016; M. Cortez v. Pacer filed in June 2016; and the following case filed in U.S. District Court for the Central District of California: I. Hernandez v. Pacer filed in May 2016. Certain of these potential claimants also may have Pending DLSE Claims, and may be subject to binding arbitration obligations. These matters are in the initial pleading stage and the courts have not yet determined whether to certify the matters as a class action. The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable relating to these claims. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of these claims given, among other reasons, that the number and identities of plaintiffs in these lawsuits are uncertain and the range of potential loss could be impacted substantially by future rulings by the courts involved, including on the merits of the claims. 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, rather than independent contractors. The particular claims asserted vary from case to case, but the claims generally allege unpaid wages, unpaid overtime, or 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 California (Fernando Ruiz v. Affinity Logistics Corp., filed in May 2005, currently in the Federal District Court, Southern District of California; Ron Carter, Juan Estrada, Jerry Green, Burl Malmgren, Bill McDonald and Joel Morales v. XPO Logistics, Inc., filed in March 2016 in the Federal District Court, Northern District of California; Ramon Garcia v. Macy’s and XPO Logistics Inc., filed in July 2016 in Superior Court of the State of California, Alameda County; and Kevin Kramer v. XPO Logistics Inc., filed in September 2016 in Superior Court of the State of California, Alameda County); New Jersey (Leonardo Alegre v. Atlantic Central Logistics, Simply Logistics, Inc., filed in March 2015 in the Federal District Court, New Jersey); Pennsylvania (Victor Reyes v. XPO Logistics, Inc., filed in May 2015 in the U.S. District Court, Pennsylvania); and Connecticut (Carlos Taveras v. XPO Last Mile, Inc., filed in November 2015 in the Federal District Court, Connecticut). The Company believes that it has adequately accrued for the potential impact of loss contingencies relating to the foregoing 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, in excess of its accrued liability that it may incur as a result of these claims given, among other reasons, that the number and identities of plaintiffs in these lawsuits are uncertain and the range of potential loss could be impacted substantially by future rulings by the courts involved, including on the merits of the claims. Last Mile TCPA Claims The Company is a party to a putative class action litigation ( Leung v. XPO Logistics, Inc. , filed in May 2015 in the U.S. District Court, Illinois) alleging violations of the Telephone Consumer Protection Act ("TCPA") related to an automated customer call system used by a last mile logistics business that the Company acquired. 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 believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable relating to this matter. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of this matter given, among other reasons, that the Company is vigorously defending the matter and believes that it has a number of meritorious legal defenses and that it remains uncertain what evidence of their claims and damages, if any, plaintiffs will be able to present. Less-Than-Truckload Meal Break Claims The Company’s LTL subsidiary is a party to several class action litigations alleging violations of the state of California's wage and hour laws. Plaintiffs allege failure to provide drivers with required meal breaks and rest breaks. Plaintiffs seek to recover unspecified monetary damages, penalties, interest and attorneys’ fees. The primary case is Jose Alberto Fonseca Pina, et al. v. Con-way Freight Inc., et al. (the " Pina case"). The Pina case was initially filed in November 2009 in Monterey County Superior Court and was removed to the U.S. District Court of California, Northern District. The Company has reached an agreement to settle the Pina case, which has been tentatively approved by the court, but is subject to further legal challenge after notice of the settlement is sent to purported class members. Until the challenge period elapses, there can be no assurance that the settlement agreement will be approved. The Company has accrued the full amount of the proposed settlement. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table outlines the Company’s property and equipment: (In millions) September 30, 2016 December 31, 2015 Property and Equipment Land $ 391.4 $ 359.5 Buildings and leasehold improvements 465.1 476.8 Vehicles, tractors, trailers and tankers 1,502.7 1,440.5 Machinery and equipment 347.0 325.9 Office and warehouse equipment 75.1 79.5 Computer software and equipment 473.7 379.3 3,255.0 3,061.5 Less: Accumulated depreciation and amortization (543.7 ) (209.3 ) Total Property and Equipment, net $ 2,711.3 $ 2,852.2 Depreciation of property and equipment and amortization of computer software was $117.5 million and $56.5 million for the three -month periods ended September 30, 2016 and 2015 , respectively, and $353.0 million and $98.8 million for the nine- month periods ended September 30, 2016 and 2015 , respectively. The net book value of capitalized internally-developed software totaled $138.2 million and $122.8 million as of September 30, 2016 and December 31, 2015 , respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table outlines the Company’s identifiable intangible assets: September 30, 2016 December 31, 2015 (In millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangibles Customer relationships $ 1,864.4 $ 290.3 $ 2,017.0 $ 174.3 Trade name 50.1 39.2 51.0 29.1 Non-compete agreements 16.2 9.8 18.7 6.8 Carrier relationships 12.1 12.1 12.1 12.1 Other intangible assets 2.2 2.2 2.2 2.2 $ 1,945.0 $ 353.6 $ 2,101.0 $ 224.5 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 1.5 to 16 years 13.33 years Trade names 1.2 to 3.5 years 2.86 years Non-compete agreements Term of agreement 4.60 years Intangible asset amortization expense recorded in sales, general and administrative expense was $44.1 million and $45.5 million for the three -month periods ended September 30, 2016 and 2015 , respectively, and $130.2 million and $93.1 million for the nine- month periods ended September 30, 2016 and 2015 , respectively. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table shows changes in the gross carrying amounts of goodwill. The current period additions are the result of adjustments related to prior year acquisitions for which the measurement period remains open. (In millions) Transportation Logistics Total Goodwill at December 31, 2015 $ 2,504.7 $ 2,105.9 $ 4,610.6 Property and equipment and intangible asset fair value adjustments 178.9 41.5 220.4 Other fair value adjustments 50.1 (28.7 ) 21.4 Impact of foreign exchange translation 0.5 (27.9 ) (27.4 ) Deferred tax and other tax adjustments (63.1 ) (27.8 ) (90.9 ) Goodwill at September 30, 2016 $ 2,671.1 $ 2,063.0 $ 4,734.1 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the carrying value and valuation of financial liabilities within the fair value hierarchy: September 30, 2016 Fair Value (In millions) Principal Balance Carrying Value Level 1 Level 2 Financial Liabilities: Senior Notes due 2023 $ 535.0 $ 526.8 $ 551.1 $ — Senior Notes due 2022 1,600.0 1,579.2 1,674.0 — Senior Notes due 2021 558.1 551.1 586.0 — Senior Notes due 2018 265.8 267.4 272.2 — Term loan facility 2,016.5 1,955.2 — 2,035.4 Senior Debentures due 2034 300.0 200.4 236.3 — Convertible senior notes 49.5 46.4 110.3 — Euro private placement notes due 2020 13.4 14.6 — 14.7 Asset financing 92.9 92.9 92.9 — Capital leases for equipment 63.3 63.3 — 63.3 Total long-term debt $ 5,494.5 $ 5,297.3 $ 3,522.8 $ 2,113.4 December 31, 2015 Fair Value (In millions) Principal Balance Carrying Value Level 1 Level 2 Financial Liabilities: Senior Notes due 2022 $ 1,600.0 $ 1,577.0 $ 1,479.8 $ — Senior Notes due 2021 544.5 536.6 — 507.5 Senior Notes due 2019 900.0 900.4 920.3 — Senior Notes due 2018 265.8 268.2 — 271.0 Term loan facility 1,584.1 1,524.4 — 1,574.2 Senior Debentures due 2034 300.0 199.0 — 201.0 Convertible senior notes 52.3 46.8 89.1 — Euro private placement notes due 2020 13.1 14.5 — 13.9 Asset financing 166.5 166.5 166.5 — Capital leases for equipment 39.2 39.2 — 39.2 Total long-term debt $ 5,465.5 $ 5,272.6 $ 2,655.7 $ 2,606.8 Issuance of Senior Notes Due 2023 On August 25, 2016, the Company completed a private placement of $535.0 million aggregate principal amount of 6.125% senior notes due September 1, 2023 (“Senior Notes due 2023”). Total debt issuance costs related to the Senior Notes due 2023 classified on the balance sheet as long-term debt at September 30, 2016 were $8.4 million . The Senior Notes due 2023 bear interest at a rate of 6.125% per annum payable semiannually, in cash in arrears, on March 1 and September 1 of each year, commencing March 1, 2017 and maturing on September 1, 2023. The Senior Notes due 2023 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 revolving credit agreement or existing term loan credit agreements (or certain replacements thereof) or guarantee certain capital markets indebtedness of the Company or any guarantor of the Senior Notes due 2023. The Senior Notes due 2023 and the guarantees thereof are unsecured, unsubordinated indebtedness of the Company and the guarantors. Refinancing of Existing Term Loan On August 25, 2016, the Company entered into an Incremental and Refinancing Amendment (Amendment No. 1 to Credit Agreement) (the “Amendment”), by and among XPO, its subsidiaries signatory thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., in its capacity as administrative agent (the "Administrative Agent"), amending the Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Term Loan Credit Agreement”), by and among XPO, the other subsidiaries from time to time party thereto, as guarantors, the lenders from time to time party thereto and the Administrative Agent. Pursuant to the Amendment, the outstanding $1,592.0 million principal amount of term loans under the Term Loan Credit Agreement (the “Existing Term Loans”) were replaced with a like aggregate principal amount of new term loans (the “New Term Loans”) having substantially similar terms as the Existing Term Loans, other than with respect to the applicable interest rate and prepayment premiums in respect of certain voluntary prepayments. The interest rate margin applicable to the New Term Loans was reduced from 3.50% to 2.25% , in the case of base rate loans, and from 4.50% to 3.25% , in the case of LIBOR loans. Debt extinguishment costs related to various lenders exiting the syndicate were approximately $18.0 million . In addition, pursuant to the Amendment, the Company borrowed an additional $400.0 million of Incremental Term B-1 Loans (the “Incremental Term B-1 Loans”) and an additional $50.0 million of Incremental Term B-2 Loans (the “Incremental Term B-2 Loans”). The New Term Loans, Incremental Term B-1 Loans and Incremental Term B-2 Loans have identical terms, other than with respect to original issue discount, and will mature on October 30, 2021. Total debt issuance costs related to the New Term Loans, Incremental Term B-1 Loans and Incremental Term B-2 Loans classified on the balance sheet as long-term debt at September 30, 2016 were $18.9 million . Redemption of Senior Notes due 2019 On September 12, 2016 (the “Redemption Date”), XPO redeemed all of its outstanding 7.875% Notes due 2019 (the “2019 Notes”) issued under the Indenture, dated as of August 25, 2014, between XPO Logistics, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee. The redemption price for the 2019 Notes was 103.938% of the principal amount of the 2019 Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date. Debt extinguishment costs were $35.2 million . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recognized the following stock-based compensation expense in direct operating expense and sales, general and administrative expense: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2016 2015 2016 2015 Stock options $ 0.3 $ 0.3 $ 1.0 $ 1.6 Stock appreciation rights 0.4 — 0.4 — Restricted stock units 2.7 0.8 10.2 3.0 Performance-based restricted stock units 1.3 1.6 5.4 15.0 Cash-settled performance-based restricted stock units 9.0 — 17.2 — Warrants — — — 8.5 Total stock-based compensation expense $ 13.7 $ 2.7 $ 34.2 $ 28.1 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, 2016 and 2015 . As of September 30, 2016 , the Company had approximately $31.5 million of unrecognized compensation cost related to non-vested restricted stock units ("RSUs") and performance-based restricted stock units ("PRSUs") compensation that is anticipated to be recognized over a weighted-average period of approximately 3 years. Cash-settled Performance-based Restricted Stock Units In February 2016, the Company entered into employment agreements with its executive officers. Pursuant to these agreements, on February 9, 2016 the Company granted cash-settled PRSUs under the XPO Logistics Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan to each of the executive officers. Twenty-five percent of the PRSUs vest and are settled in cash on each of the first four anniversaries of the grant, subject to the grantee's continued employment through the applicable anniversary and achievement of certain performance targets for each tranche. Cash-settled PRSU awards are measured at fair value initially based on the closing price of the Company’s common stock at the date of grant and are required to be re-measured to fair value at each reporting date until settlement. Compensation expense for cash-settled PRSUs is recognized over the applicable performance periods based on the probability of achieving the performance conditions and the closing price of the Company’s common stock at each balance sheet date. The Company records as a liability (until settlement) the cost of a cash-settled PRSU award for which achievement of the performance condition is deemed probable. At September 30, 2016 , the Company had granted 2,508,727 cash-settled PRSUs at a weighted-average fair value of $22.92 and recognized accrued liabilities of $17.2 million using a weighted-average fair value per PRSU of $36.67 . As of September 30, 2016 , the Company had approximately $74.7 million of unrecognized compensation cost related to non-vested cash-settled PRSU compensation that is anticipated to be recognized over a weighted-average period of approximately 3.25 years and will vary based on changes in the Company's common stock price and the probability of achieving performance targets in future periods. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three- and nine- months ended September 30, 2016 , the Company recorded an income tax provision of $2.7 million and $20.0 million , respectively, yielding an effective tax rate of 11.3% and 27.6% , respectively. The effective tax rates were lower than the U.S. statutory rate of 35% primarily due to a release of tax reserves upon the favorable conclusion of a non-U.S. tax audit, the realization of benefits for transaction costs, state tax efficiencies and the geographic earnings mix of the Company's business. For the three- and nine- months ended September 30, 2015 , the Company recorded an income tax provision 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 rates differ from the U.S. statutory rate of 35% in the three- and nine- month periods ended September 30, 2015 primarily due to an increase in the valuation allowance on state and foreign net operating losses for which tax benefits were not realized, and changes in the geographic earnings mix of the Company's business. In determining valuation allowances, the Company performed an assessment of positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740-10, “Accounting for Income Taxes.” This assessment included the evaluation of scheduled reversals of deferred tax liabilities, the availability of carry forwards and estimates of projected future taxable income. Based on this assessment, as of September 30, 2016 , the Company recorded total valuation allowances of $73.3 million against deferred tax assets. Although realization is not assured, the Company has concluded that it is more likely than not that the remaining deferred tax assets will be realized; accordingly, no valuation allowance has been provided on these assets. As of September 30, 2016 , our foreign subsidiaries have undistributed earnings which could be subject to taxation if repatriated. Deferred tax liabilities have not been recorded for such earnings because it is the Company management’s current intention to permanently reinvest such undistributed earnings in its non-U.S. subsidiaries. Due to the uncertainty caused by various methods in which such earnings could be repatriated, it is not practicable to estimate the actual amount of such deferred tax liabilities. The Company would consider and pursue appropriate alternatives to reduce any tax liability that would occur. If, in the future, undistributed earnings are repatriated to the U.S., or it is determined such earnings will be repatriated in the foreseeable future, deferred tax liabilities will be recorded accordingly. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2016 | |
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 this exposure to fluctuations in interest rates and foreign currencies, the Company uses derivative instruments. The objective of these derivative instruments is to reduce fluctuations in the Company’s 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 the 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 the 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. The following tables present the location on the 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, 2016 and December 31, 2015 . September 30, 2016 Derivative Assets Derivative Liabilities (In millions) Fair Value Hierarchy Level Notional Amount Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedges: Cross-currency swap agreements Level 2 $ 734.4 Other long-term assets $ 0.3 Other long-term liabilities $ (28.8 ) Interest rate swaps Level 2 200.9 Other current assets — Other current liabilities (3.5 ) Derivatives not designated as hedges: Interest rate swaps Level 2 78.1 Other current assets — Other current liabilities (0.4 ) Foreign currency option and forward contracts Level 2 212.7 Other current assets 2.0 Other current liabilities (0.1 ) Total $ 2.3 $ (32.8 ) December 31, 2015 Derivative Assets Derivative Liabilities (In millions) Fair Value Hierarchy Level Notional Amount Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedges: Cross-currency swap agreements Level 2 $ 730.9 Other long-term assets $ 0.2 Other long-term liabilities $ — Interest rate swaps Level 2 228.6 Other current assets — Other current liabilities (7.3 ) Derivatives not designated as hedges: Interest rate swaps Level 2 43.5 Other current assets — Other current liabilities (0.7 ) Foreign currency option contracts Level 2 235.2 Other current assets — Other current liabilities (1.0 ) Total $ 0.2 $ (9.0 ) The following table indicates the amount of gains/(losses) that have been recognized in accumulated other comprehensive loss in the consolidated balance sheets and gains/(losses) recognized in net income (loss) in the consolidated statements of operations for derivative and nonderivative instruments: Recognized in Accumulated Other Comprehensive Income (Loss) Recognized in Earnings (In millions) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Derivatives designated as hedges: Cross-currency swap agreements $ (17.9 ) $ 11.5 $ — $ — Interest rate swaps 0.3 (0.7 ) — — Derivatives not designated as hedges: Interest rate swaps — — 0.3 — Foreign currency option and forward contracts — — (0.5 ) — Nonderivatives designated as hedges: Foreign currency denominated notes (4.0 ) 5.3 — — Total $ (21.6 ) $ 16.1 $ (0.2 ) $ — Recognized in Accumulated Other Comprehensive Income (Loss) Recognized in Earnings (In millions) Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Derivatives designated as hedges: Cross-currency swap agreements $ (23.9 ) $ (20.4 ) $ — $ — Interest rate swaps 2.8 (1.4 ) — — Derivatives not designated as hedges: Interest rate swaps — — 0.9 — Foreign currency option and forward contracts — — 2.3 — Nonderivatives designated as hedges: Foreign currency denominated notes (18.9 ) 4.7 — — Total $ (40.0 ) $ (17.1 ) $ 3.2 $ — 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 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 was 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/(loss) 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, 2016 . Cash flows related to the cross-currency swaps are included in operating activities on the consolidated statements of cash flows. The Company does not expect amounts that are currently deferred in accumulated other comprehensive income/(loss) to be reclassified to income over the next 12 months. 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. The Company has designated $75.9 million of its Senior Notes due 2021 included in long-term debt 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. The gains and losses resulting from the exchange rate adjustments to the designated portion of the foreign currency denominated notes are recorded in accumulated other comprehensive income/loss to the extent that the foreign currency denominated notes are effective in hedging the designated risk. The Company did not record any ineffectiveness for the three- and nine- month periods ended September 30, 2016 . The Company does not expect amounts that are currently deferred in accumulated other comprehensive income/(loss) to be reclassified to income over the next 12 months. Interest Rate Hedging In order to mitigate the 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 the 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 designated portion of the interest rate swaps are recorded in accumulated other comprehensive income/(loss) 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/(loss) 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. At September 30, 2016 , a notional amount of $78.1 million of the Company's interest rate swaps were not designated as hedges. The gains and losses related to the interest rate swaps not designated as hedges are included in interest expense on the condensed consolidated statements of operations. Cash flows related to the interest rate swaps are included in operating activities on the condensed consolidated statements of cash flows. The Company expects an inconsequential amount that is currently deferred in accumulated other comprehensive income/(loss) to be reclassified to income during the year ended December 31, 2016. Foreign Currency Option and Forward Contracts In order to mitigate against the risk of a reduction in the value of foreign currency from the Company’s international operations with the EUR and GBP as the functional currency, the Company uses foreign currency option and forward contracts. The foreign currency contracts were not designated as qualifying hedging instruments as of September 30, 2016 . The contracts are not speculative and are used to manage the Company’s exposure to foreign currency exchange rate fluctuations and other identified risks. The contracts expire in 12 months or less. Gains or losses on the contracts are recorded in other expense in the condensed consolidated statements of operations. Cash flows related to the foreign currency contracts are included in operating activities on the condensed consolidated statements of cash flows. The risk of loss associated with the option contracts is limited to the premium amounts payable. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2016 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company applies the guidance under ASC 810-10 for the determination of its Variable Interest Entities (“VIE”) and the accounting determination for consolidation. The determination to consolidate these entities is based on a 4-step analysis to first identify those entities in which the Company holds a variable interest. Upon the determination that the Company holds a variable interest in the entity, the Company evaluates the relevant criteria to determine if the entity meets the definition of a VIE. These criteria include evaluating whether the equity investment at risk is insufficient to finance the activities of the entity, the holders of the equity interest lack decision making rights, the equity investment at risk was established with non-substantive voting rights, the holders of the equity investment at risk lack the obligation to absorb losses, and the holders of the equity investment at risk lack the right to receive residual returns. Upon the determination that an entity meets the criteria of a VIE, an evaluation is made over controlling interest and the determination of the primary beneficiary. Based on the analysis completed, the Company determined it had variable interests in certain VIEs and consolidates these entities because it has the power to direct the activities that significantly affect the VIEs' economic performance, including having operational control over each VIE and operating the VIEs under the XPO brand or policies. The VIEs provide logistics services for their customers. Investors in these entities only have recourse to the assets owned by the entity and not to the Company’s general credit. The Company does not have implicit support arrangements with any VIE. The assets and liabilities of the consolidated VIEs are outlined in the table below. (In millions) September 30, 2016 December 31, 2015 Assets Cash and cash equivalents $ 15.9 $ 14.3 Accounts receivable, net of allowance 69.9 54.7 Other current assets 4.9 3.8 Property and equipment, net of accumulated depreciation 3.4 4.8 Other long-term assets 2.7 3.0 Total $ 96.8 $ 80.6 Liabilities Accounts payable $ 46.6 $ 44.9 Accrued expenses, other 15.2 8.1 Other current liabilities 9.8 8.9 Other long-term liabilities 9.1 5.2 Total $ 80.7 $ 67.1 The following table summarizes total revenue and expenses in connection with the Company's consolidated VIEs. The Company did not have any VIEs prior to its June 2015 acquisition of ND. Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2016 2015 2016 2015 Revenue $ 82.2 $ 80.2 $ 238.8 $ 110.5 Operating expenses $ 79.1 $ 77.6 $ 230.1 $ 107.0 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic and diluted earnings (loss) per share are computed using the two-class method, which is an earnings allocation method that determines earnings (loss) per share for common shares and participating securities. The participating securities consist of the Company's Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. In periods of loss, no allocation is made to the preferred shares. The dividend rights are defined in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock of XPO Logistics, Inc. filed with the SEC on Form 8-K on September 6, 2011. Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2016 2015 2016 2015 Basic earnings (loss) per common share Net income (loss) attributable to XPO $ 15.1 $ (40.4 ) $ 39.2 $ (129.3 ) Preferred stock beneficial conversion charge — (52.0 ) — (52.0 ) Cumulative preferred dividends (0.7 ) (0.7 ) (2.2 ) (2.2 ) Non-cash allocation of undistributed earnings (0.6 ) — (1.2 ) — Net income (loss) allocable to common shares, basic $ 13.8 $ (93.1 ) $ 35.8 $ (183.5 ) Basic weighted-average common shares 110.3 98.6 110.0 87.3 Basic earnings (loss) per share $ 0.13 $ (0.94 ) $ 0.33 $ (2.10 ) Diluted earnings (loss) per common share Net income (loss) allocable to common shares, basic $ 13.8 $ (93.1 ) $ 35.8 $ (183.5 ) Interest from Convertible Senior Notes 0.3 — — — Net income (loss) allocable to common shares, diluted $ 14.1 $ (93.1 ) $ 35.8 $ (183.5 ) Basic weighted-average common shares 110.3 98.6 110.0 87.3 Dilutive effect of non-participating stock-based awards and Convertible Senior Notes 12.6 — 9.2 — Diluted weighted-average common shares 122.9 98.6 119.2 87.3 Diluted earnings (loss) per share $ 0.11 $ (0.94 ) $ 0.30 $ (2.10 ) Dilutive potential common shares excluded 11.5 24.9 14.9 25.5 Certain shares were not included in the computation of diluted earnings per share because the effect was either anti-dilutive or in the case of unvested PRSU awards, the performance condition was not met as of September 30, 2016. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company is organized into two reportable segments: Transportation and Logistics. Corporate and Eliminations constitute the remaining portions of the Company’s operating results required to be presented in order to reconcile the Company’s operating results to the condensed consolidated financial statements. The Transportation segment provides freight brokerage, last mile, expedite, intermodal, LTL, full truckload, managed transportation and global forwarding services. The Logistics segment provides a range of contract logistics services, including highly engineered and customized solutions, value-added warehousing and distribution and other inventory solutions. The Company's Chief Executive Officer, who is chief operating decision maker ("CODM"), regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Asset information by segment is not provided to the Company's CODM as the majority of our assets are managed at the corporate level. Intercompany transactions have been eliminated in the 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 Company evaluates performance based on the various financial measures of the respective business segments. The following schedule identifies selected financial data for the three- and nine- month periods ended September 30, 2016 and 2015 , respectively: (In millions) Transportation Logistics Corporate Eliminations Total Three Months Ended September 30, 2016 Revenue $ 2,409.1 $ 1,347.0 $ — $ (42.3 ) $ 3,713.8 Operating income (loss) 125.4 75.3 (31.9 ) — 168.8 Depreciation and amortization 114.8 46.5 0.5 — 161.8 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 Nine Months Ended September 30, 2016 Revenue $ 7,125.4 $ 3,939.7 $ — $ (122.3 ) $ 10,942.8 Operating income (loss) 354.0 158.3 (110.8 ) — 401.5 Depreciation and amortization 341.9 142.2 1.3 — 485.4 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 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company's 2015 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted. The preparation of the condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenue and expense during the reporting period. Estimates have been prepared on the basis of the most current and best available information, but actual results could differ materially from those estimates. Intercompany transactions have been eliminated in the condensed consolidated financial statements. The results of operations of acquired companies are included in the Company’s results from the closing date of the acquisition and forward. |
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 values of certain financial instruments approximated their fair values as of September 30, 2016 and December 31, 2015 , respectively. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt. Fair values approximate carrying values for these financial instruments since they are short-term in nature or are receivable or payable on demand. The fair value of the asset financing arrangements ("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. For information regarding the fair value hierarchy of the Company's financial liabilities and derivative instruments, refer to Note 9 —Debt and Note 12 —Derivative Instruments , respectively. |
New Accounting Standards | New Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue (Topic 606): “Revenue from Contracts with Customers.” This ASU, codified in the "Revenue Recognition" topic of the FASB Accounting Standards Codification, requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these customer contracts. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for the first interim period within annual reporting periods beginning after December 15, 2016. This ASU can be applied either retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the standard recognized on the date of adoption. The Company is currently evaluating the method of application and the potential impact on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendment is permitted. The Company is currently evaluating the standard and the impact on the consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." This ASU clarifies the implementation guidance on principal versus agent considerations. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for the first interim period within annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the standard and the impact on the consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): "Improvements to Employee Share-based Payment Accounting." This ASU involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period; however early adoption is permitted. The Company is currently evaluating the standard and the impacts, if any, on the consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): "Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)." This ASU addresses eight specific cash flow classification issues with the objective of reducing the existing diversity in practice. Under the new standard, cash payments for debt prepayments or debt extinguishment costs should be classified as outflows for financing activities. Additional cash flow issues covered under the standard include: settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. This ASU is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods within that reporting period; however, early adoption is permitted. The Company is currently evaluating the standard and the impacts, if any, on the consolidated financial statements and related disclosures. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Carrying Value and Estimated Fair Value of Financial Instruments | The following table summarizes the fair value hierarchy of cash equivalents assets: September 30, 2016 (In millions) Carrying Value Fair Value Level 1 Level 2 Cash equivalents $ 143.7 $ 143.7 $ 29.2 $ 114.5 December 31, 2015 (In millions) Carrying Value Fair Value Level 1 Level 2 Cash equivalents $ 83.2 $ 83.2 $ 9.1 $ 74.1 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Business Acquisition Pro Forma Information | The following unaudited pro forma consolidated results of operations for the nine- month period ended September 30, 2015 present consolidated information of the Company as if the acquisitions of Con-way and ND had occurred as of January 1, 2015: Pro Forma Nine Months Ended (Dollars in millions, except per share data) September 30, 2015 Revenue $ 11,034.2 Operating income $ 220.7 Net loss $ (118.1 ) Basic loss per share $ (1.59 ) Diluted loss per share $ (1.59 ) |
Con-Way | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Consideration Transferred | (Dollars in millions) Cash consideration $ 2,706.6 Liability for equity award settlement 30.9 Portion of replacement equity awards attributable to pre-acquisition service 17.6 Cash acquired (437.3 ) Total consideration $ 2,317.8 |
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 October 30, 2015: (Dollars in millions) Consideration $ 2,317.8 Accounts receivable 676.5 Other current assets 141.4 Property and equipment 1,864.3 Trade name 5.6 Customer relationships 641.0 Other long-term assets 53.5 Accounts payable (367.6 ) Accrued expenses (394.9 ) Other current liabilities (27.5 ) Long-term debt (640.6 ) Deferred tax liabilities (603.9 ) Employee benefit obligations (153.5 ) Other long-term liabilities (202.9 ) Goodwill $ 1,326.4 |
ND | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Consideration Transferred | The total consideration paid by XPO for ND is summarized in the table below in Euros ("EUR") and USD: (In millions) In EUR In USD Cash consideration € 1,437.0 $ 1,603.9 Liability for performance share settlement 11.8 13.2 Repayment of indebtedness 628.5 705.0 Noncontrolling interests 702.5 784.2 Cash acquired (134.6 ) (151.0 ) Total consideration € 2,645.2 $ 2,955.3 |
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 $ 2,955.3 Accounts receivable 1,058.5 Other current assets 353.6 Deferred tax assets 44.6 Property and equipment 706.1 Trade name covenants 40.0 Non-compete agreements 5.6 Customer relationships 827.0 Other long-term assets 57.1 Accounts payable (806.0 ) Accrued expenses (428.2 ) Other current liabilities (131.8 ) Long-term debt (643.4 ) Deferred tax liabilities (237.7 ) Employee benefit obligations (142.3 ) Other long-term liabilities (177.2 ) Noncontrolling interests (37.2 ) Goodwill $ 2,466.6 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Reserve | The restructuring charges incurred during the nine- month period ended September 30, 2016 , and included in the Company's consolidated statement of operations as sales, general and administrative expense, direct operating expense, and cost of transportation and services, are summarized below. Nine months ended September 30, 2016 (In millions) Reserve Balance at December 31, 2015 Charges Incurred Payments Reserve Balance at September 30, 2016 Transportation Contract termination $ 0.1 $ — $ — $ 0.1 Facilities 0.6 0.7 (0.8 ) 0.5 Severance 26.7 5.1 (23.8 ) 8.0 Total 27.4 5.8 (24.6 ) 8.6 Logistics Contract termination 0.8 0.4 (1.1 ) 0.1 Severance 25.5 13.9 (19.5 ) 19.9 Total 26.3 14.3 (20.6 ) 20.0 Corporate Contract termination 4.0 — (2.6 ) 1.4 Severance 3.5 0.3 (3.2 ) 0.6 Total 7.5 0.3 (5.8 ) 2.0 Total $ 61.2 $ 20.4 $ (51.0 ) $ 30.6 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table outlines the Company’s property and equipment: (In millions) September 30, 2016 December 31, 2015 Property and Equipment Land $ 391.4 $ 359.5 Buildings and leasehold improvements 465.1 476.8 Vehicles, tractors, trailers and tankers 1,502.7 1,440.5 Machinery and equipment 347.0 325.9 Office and warehouse equipment 75.1 79.5 Computer software and equipment 473.7 379.3 3,255.0 3,061.5 Less: Accumulated depreciation and amortization (543.7 ) (209.3 ) Total Property and Equipment, net $ 2,711.3 $ 2,852.2 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets | The following table outlines the Company’s identifiable intangible assets: September 30, 2016 December 31, 2015 (In millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangibles Customer relationships $ 1,864.4 $ 290.3 $ 2,017.0 $ 174.3 Trade name 50.1 39.2 51.0 29.1 Non-compete agreements 16.2 9.8 18.7 6.8 Carrier relationships 12.1 12.1 12.1 12.1 Other intangible assets 2.2 2.2 2.2 2.2 $ 1,945.0 $ 353.6 $ 2,101.0 $ 224.5 |
Estimated Useful Life 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 1.5 to 16 years 13.33 years Trade names 1.2 to 3.5 years 2.86 years Non-compete agreements Term of agreement 4.60 years |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table shows changes in the gross carrying amounts of goodwill. The current period additions are the result of adjustments related to prior year acquisitions for which the measurement period remains open. (In millions) Transportation Logistics Total Goodwill at December 31, 2015 $ 2,504.7 $ 2,105.9 $ 4,610.6 Property and equipment and intangible asset fair value adjustments 178.9 41.5 220.4 Other fair value adjustments 50.1 (28.7 ) 21.4 Impact of foreign exchange translation 0.5 (27.9 ) (27.4 ) Deferred tax and other tax adjustments (63.1 ) (27.8 ) (90.9 ) Goodwill at September 30, 2016 $ 2,671.1 $ 2,063.0 $ 4,734.1 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the carrying value and valuation of financial liabilities within the fair value hierarchy: September 30, 2016 Fair Value (In millions) Principal Balance Carrying Value Level 1 Level 2 Financial Liabilities: Senior Notes due 2023 $ 535.0 $ 526.8 $ 551.1 $ — Senior Notes due 2022 1,600.0 1,579.2 1,674.0 — Senior Notes due 2021 558.1 551.1 586.0 — Senior Notes due 2018 265.8 267.4 272.2 — Term loan facility 2,016.5 1,955.2 — 2,035.4 Senior Debentures due 2034 300.0 200.4 236.3 — Convertible senior notes 49.5 46.4 110.3 — Euro private placement notes due 2020 13.4 14.6 — 14.7 Asset financing 92.9 92.9 92.9 — Capital leases for equipment 63.3 63.3 — 63.3 Total long-term debt $ 5,494.5 $ 5,297.3 $ 3,522.8 $ 2,113.4 December 31, 2015 Fair Value (In millions) Principal Balance Carrying Value Level 1 Level 2 Financial Liabilities: Senior Notes due 2022 $ 1,600.0 $ 1,577.0 $ 1,479.8 $ — Senior Notes due 2021 544.5 536.6 — 507.5 Senior Notes due 2019 900.0 900.4 920.3 — Senior Notes due 2018 265.8 268.2 — 271.0 Term loan facility 1,584.1 1,524.4 — 1,574.2 Senior Debentures due 2034 300.0 199.0 — 201.0 Convertible senior notes 52.3 46.8 89.1 — Euro private placement notes due 2020 13.1 14.5 — 13.9 Asset financing 166.5 166.5 166.5 — Capital leases for equipment 39.2 39.2 — 39.2 Total long-term debt $ 5,465.5 $ 5,272.6 $ 2,655.7 $ 2,606.8 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Allocated Share-based Compensation Expense | The Company recognized the following stock-based compensation expense in direct operating expense and sales, general and administrative expense: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2016 2015 2016 2015 Stock options $ 0.3 $ 0.3 $ 1.0 $ 1.6 Stock appreciation rights 0.4 — 0.4 — Restricted stock units 2.7 0.8 10.2 3.0 Performance-based restricted stock units 1.3 1.6 5.4 15.0 Cash-settled performance-based restricted stock units 9.0 — 17.2 — Warrants — — — 8.5 Total stock-based compensation expense $ 13.7 $ 2.7 $ 34.2 $ 28.1 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position | The following tables present the location on the 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, 2016 and December 31, 2015 . September 30, 2016 Derivative Assets Derivative Liabilities (In millions) Fair Value Hierarchy Level Notional Amount Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedges: Cross-currency swap agreements Level 2 $ 734.4 Other long-term assets $ 0.3 Other long-term liabilities $ (28.8 ) Interest rate swaps Level 2 200.9 Other current assets — Other current liabilities (3.5 ) Derivatives not designated as hedges: Interest rate swaps Level 2 78.1 Other current assets — Other current liabilities (0.4 ) Foreign currency option and forward contracts Level 2 212.7 Other current assets 2.0 Other current liabilities (0.1 ) Total $ 2.3 $ (32.8 ) December 31, 2015 Derivative Assets Derivative Liabilities (In millions) Fair Value Hierarchy Level Notional Amount Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedges: Cross-currency swap agreements Level 2 $ 730.9 Other long-term assets $ 0.2 Other long-term liabilities $ — Interest rate swaps Level 2 228.6 Other current assets — Other current liabilities (7.3 ) Derivatives not designated as hedges: Interest rate swaps Level 2 43.5 Other current assets — Other current liabilities (0.7 ) Foreign currency option contracts Level 2 235.2 Other current assets — Other current liabilities (1.0 ) Total $ 0.2 $ (9.0 ) |
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 loss in the consolidated balance sheets and gains/(losses) recognized in net income (loss) in the consolidated statements of operations for derivative and nonderivative instruments: Recognized in Accumulated Other Comprehensive Income (Loss) Recognized in Earnings (In millions) Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 Derivatives designated as hedges: Cross-currency swap agreements $ (17.9 ) $ 11.5 $ — $ — Interest rate swaps 0.3 (0.7 ) — — Derivatives not designated as hedges: Interest rate swaps — — 0.3 — Foreign currency option and forward contracts — — (0.5 ) — Nonderivatives designated as hedges: Foreign currency denominated notes (4.0 ) 5.3 — — Total $ (21.6 ) $ 16.1 $ (0.2 ) $ — Recognized in Accumulated Other Comprehensive Income (Loss) Recognized in Earnings (In millions) Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 Derivatives designated as hedges: Cross-currency swap agreements $ (23.9 ) $ (20.4 ) $ — $ — Interest rate swaps 2.8 (1.4 ) — — Derivatives not designated as hedges: Interest rate swaps — — 0.9 — Foreign currency option and forward contracts — — 2.3 — Nonderivatives designated as hedges: Foreign currency denominated notes (18.9 ) 4.7 — — Total $ (40.0 ) $ (17.1 ) $ 3.2 $ — |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Variable Interest Entities [Abstract] | |
Schedule of consolidated VIEs | The assets and liabilities of the consolidated VIEs are outlined in the table below. (In millions) September 30, 2016 December 31, 2015 Assets Cash and cash equivalents $ 15.9 $ 14.3 Accounts receivable, net of allowance 69.9 54.7 Other current assets 4.9 3.8 Property and equipment, net of accumulated depreciation 3.4 4.8 Other long-term assets 2.7 3.0 Total $ 96.8 $ 80.6 Liabilities Accounts payable $ 46.6 $ 44.9 Accrued expenses, other 15.2 8.1 Other current liabilities 9.8 8.9 Other long-term liabilities 9.1 5.2 Total $ 80.7 $ 67.1 The following table summarizes total revenue and expenses in connection with the Company's consolidated VIEs. The Company did not have any VIEs prior to its June 2015 acquisition of ND. Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2016 2015 2016 2015 Revenue $ 82.2 $ 80.2 $ 238.8 $ 110.5 Operating expenses $ 79.1 $ 77.6 $ 230.1 $ 107.0 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2016 2015 2016 2015 Basic earnings (loss) per common share Net income (loss) attributable to XPO $ 15.1 $ (40.4 ) $ 39.2 $ (129.3 ) Preferred stock beneficial conversion charge — (52.0 ) — (52.0 ) Cumulative preferred dividends (0.7 ) (0.7 ) (2.2 ) (2.2 ) Non-cash allocation of undistributed earnings (0.6 ) — (1.2 ) — Net income (loss) allocable to common shares, basic $ 13.8 $ (93.1 ) $ 35.8 $ (183.5 ) Basic weighted-average common shares 110.3 98.6 110.0 87.3 Basic earnings (loss) per share $ 0.13 $ (0.94 ) $ 0.33 $ (2.10 ) Diluted earnings (loss) per common share Net income (loss) allocable to common shares, basic $ 13.8 $ (93.1 ) $ 35.8 $ (183.5 ) Interest from Convertible Senior Notes 0.3 — — — Net income (loss) allocable to common shares, diluted $ 14.1 $ (93.1 ) $ 35.8 $ (183.5 ) Basic weighted-average common shares 110.3 98.6 110.0 87.3 Dilutive effect of non-participating stock-based awards and Convertible Senior Notes 12.6 — 9.2 — Diluted weighted-average common shares 122.9 98.6 119.2 87.3 Diluted earnings (loss) per share $ 0.11 $ (0.94 ) $ 0.30 $ (2.10 ) Dilutive potential common shares excluded 11.5 24.9 14.9 25.5 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Selected Financial Data for Each of Operating Segments | The following schedule identifies selected financial data for the three- and nine- month periods ended September 30, 2016 and 2015 , respectively: (In millions) Transportation Logistics Corporate Eliminations Total Three Months Ended September 30, 2016 Revenue $ 2,409.1 $ 1,347.0 $ — $ (42.3 ) $ 3,713.8 Operating income (loss) 125.4 75.3 (31.9 ) — 168.8 Depreciation and amortization 114.8 46.5 0.5 — 161.8 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 Nine Months Ended September 30, 2016 Revenue $ 7,125.4 $ 3,939.7 $ — $ (122.3 ) $ 10,942.8 Operating income (loss) 354.0 158.3 (110.8 ) — 401.5 Depreciation and amortization 341.9 142.2 1.3 — 485.4 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 |
Organization - Additional Infor
Organization - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments (in segments) | 2 |
Basis of Presentation - Estimat
Basis of Presentation - Estimated Fair Value of Financial Instruments (Details) - Cash equivalents - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Level 1 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 29.2 | $ 9.1 |
Level 2 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | 114.5 | 74.1 |
Carrying Value | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | 143.7 | 83.2 |
Fair Value | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 143.7 | $ 83.2 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Con-way Inc. - Additional Information (Details) $ / shares in Units, employee in Thousands, customer in Thousands, $ in Millions | Oct. 30, 2015USD ($)$ / shares | Sep. 09, 2015USD ($)employeeLocationcustomer | Sep. 30, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares |
Business Acquisition [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Goodwill | $ 4,734.1 | $ 4,610.6 | ||
Transportation | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 2,671.1 | 2,504.7 | ||
Logistics | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,063 | $ 2,105.9 | ||
Con-Way | ||||
Business Acquisition [Line Items] | ||||
Number of locations where the entity operates (in locations) | Location | 582 | |||
Number of employees (in employees) | employee | 30 | |||
Number of customers (over) (in customers) | customer | 36 | |||
Consideration | $ 2,317.8 | |||
Cash acquired | 437.3 | |||
Cash consideration | $ 2,706.6 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.625 | |||
Portion of replacement equity awards attributable to pre-acquisition service | $ 17.6 | |||
Liability for performance share settlement | 30.9 | |||
Goodwill | $ 1,326.4 | |||
Con-Way | Transportation | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,076.1 | |||
Con-Way | Logistics | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 250.3 |
Acquisitions and Divestitures39
Acquisitions and Divestitures - Consideration (Details) € in Millions, $ in Millions | Jun. 25, 2016USD ($) | Jun. 25, 2016EUR (€) | Oct. 30, 2015USD ($) | Jun. 08, 2015USD ($) | Jun. 08, 2015EUR (€) |
Con-Way | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 2,706.6 | ||||
Liability for performance share settlement | 30.9 | ||||
Portion of replacement equity awards attributable to pre-acquisition service | 17.6 | ||||
Cash acquired | (437.3) | ||||
Total consideration | $ 2,317.8 | ||||
ND | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 1,603.9 | € 1,437 | |||
Liability for performance share settlement | 13.2 | 11.8 | |||
Repayment of indebtedness | 705 | 628.5 | |||
Noncontrolling interests | $ 784.2 | € 702.5 | 784.2 | 702.5 | |
Cash acquired | (151) | (134.6) | |||
Total consideration | $ 2,955.3 | € 2,645.2 |
Acquisitions and Divestitures40
Acquisitions and Divestitures - Recognized Identified Assets Acquired and Liabilities Assumed (Details) € in Millions, $ in Millions | Oct. 30, 2015USD ($) | Jun. 08, 2015USD ($) | Jun. 08, 2015EUR (€) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 4,734.1 | $ 4,610.6 | |||
Con-Way | |||||
Business Acquisition [Line Items] | |||||
Consideration | $ 2,317.8 | ||||
Accounts receivable | 676.5 | ||||
Other current assets | 141.4 | ||||
Property and equipment | 1,864.3 | ||||
Other long-term assets | 53.5 | ||||
Accounts payable | (367.6) | ||||
Accrued expenses | (394.9) | ||||
Other current liabilities | (27.5) | ||||
Long-term debt | (640.6) | ||||
Deferred tax liabilities | (603.9) | ||||
Employee benefit obligations | (153.5) | ||||
Other long-term liabilities | (202.9) | ||||
Goodwill | 1,326.4 | ||||
Con-Way | Trade name | |||||
Business Acquisition [Line Items] | |||||
Fair value of intangible assets | 5.6 | ||||
Con-Way | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Fair value of intangible assets | $ 641 | ||||
ND | |||||
Business Acquisition [Line Items] | |||||
Consideration | $ 2,955.3 | € 2,645.2 | |||
Accounts receivable | 1,058.5 | ||||
Other current assets | 353.6 | ||||
Deferred tax assets | 44.6 | ||||
Property and equipment | 706.1 | ||||
Other long-term assets | 57.1 | ||||
Accounts payable | (806) | ||||
Accrued expenses | (428.2) | ||||
Other current liabilities | (131.8) | ||||
Long-term debt | (643.4) | ||||
Deferred tax liabilities | (237.7) | ||||
Employee benefit obligations | (142.3) | ||||
Other long-term liabilities | (177.2) | ||||
Noncontrolling interests | (37.2) | ||||
Goodwill | 2,466.6 | ||||
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 | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Fair value of intangible assets | $ 827 |
Acquisitions and Divestitures41
Acquisitions and Divestitures - Norbert Dentressangle SA - Additional Information (Details) € in Millions, $ in Millions | Jun. 25, 2016USD ($) | Jun. 25, 2016EUR (€) | Jun. 08, 2015USD ($) | Jun. 08, 2015EUR (€) | Sep. 30, 2016USD ($)shares | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 4,734.1 | $ 4,610.6 | ||||
Transportation | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 2,671.1 | 2,504.7 | ||||
Logistics | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 2,063 | $ 2,105.9 | ||||
ND | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of common stock acquired | 67.00% | 86.25% | ||||
Cash consideration | $ 1,603.9 | € 1,437 | ||||
Liability for performance share settlement | 13.2 | 11.8 | ||||
Repayment of indebtedness | 705 | 628.5 | ||||
Number of shares purchased under the Tender Offer (shares) | shares | 1,921,553 | |||||
Noncontrolling interests | $ 784.2 | € 702.5 | 784.2 | € 702.5 | ||
Goodwill | 2,466.6 | |||||
ND | Transportation | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 962.4 | |||||
ND | Logistics | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 1,504.2 | |||||
ND | Performance Stock Award | First payment | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of awards paid | 50.00% | |||||
Period before payment (in months) | 18 months | 18 months | ||||
ND | Performance Stock Award | Second payment | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of awards paid | 50.00% | |||||
Period before payment (in months) | 36 months | 36 months |
Acquisitions and Divestitures42
Acquisitions and Divestitures - Bridge Terminal Transport - Additional Information (Details) - USD ($) $ in Millions | May 04, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Acquisition of businesses, net of cash acquired | $ 0 | $ 1,609.8 | ||
Business combination, consideration transferred, shares of stock | 0 | $ 1.5 | ||
Goodwill | $ 4,734.1 | $ 4,610.6 | ||
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 | 56.5 | |||
Fair value of intangible assets | $ 30 |
Acquisitions and Divestitures43
Acquisitions and Divestitures - UX Specialized Logistics - Additional Information (Details) - USD ($) $ in Millions | Feb. 09, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Acquisition of businesses, net of cash acquired | $ 0 | $ 1,609.8 | ||
Business combination, consideration transferred, shares of stock | 0 | $ 1.5 | ||
Goodwill | $ 4,734.1 | $ 4,610.6 | ||
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 | 38.1 | |||
Intangible assets acquired | $ 18.8 |
Acquisitions and Divestitures44
Acquisitions and Divestitures - Business Acquisition Pro Forma Information (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / shares | |
Business Combinations [Abstract] | |
Revenue | $ 11,034.2 |
Operating income | 220.7 |
Net loss | $ (118.1) |
Basic loss per share (in dollars per share) | $ / shares | $ (1.59) |
Diluted loss per share (in dollars per share) | $ / shares | $ (1.59) |
Acquisitions and Divestitures45
Acquisitions and Divestitures - Divestitures - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Nov. 03, 2016 | Oct. 27, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loss on extinguishment of debt | $ 53.2 | $ 0 | $ 53.2 | $ 0 | |||
Scenario, Forecast | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loss on extinguishment of debt | $ 16.5 | ||||||
Subsequent Event | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Debt repurchase amount | $ 555 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | North American Truckload Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal group, revenue | 360.5 | ||||||
Disposal group, operating income | $ 29.8 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | North American Truckload Operations | Subsequent Event | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Consideration for disposal | $ 558 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Reserve (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 61.2 |
Charges Incurred | 20.4 |
Payments | (51) |
Ending balance | 30.6 |
Operating Segments | Transportation | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 27.4 |
Charges Incurred | 5.8 |
Payments | (24.6) |
Ending balance | 8.6 |
Operating Segments | Transportation | Contract termination | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0.1 |
Charges Incurred | 0 |
Payments | 0 |
Ending balance | 0.1 |
Operating Segments | Transportation | Facilities | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0.6 |
Charges Incurred | 0.7 |
Payments | (0.8) |
Ending balance | 0.5 |
Operating Segments | Transportation | Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 26.7 |
Charges Incurred | 5.1 |
Payments | (23.8) |
Ending balance | 8 |
Operating Segments | Logistics | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 26.3 |
Charges Incurred | 14.3 |
Payments | (20.6) |
Ending balance | 20 |
Operating Segments | Logistics | Contract termination | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0.8 |
Charges Incurred | 0.4 |
Payments | (1.1) |
Ending balance | 0.1 |
Operating Segments | Logistics | Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 25.5 |
Charges Incurred | 13.9 |
Payments | (19.5) |
Ending balance | 19.9 |
Corporate | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 7.5 |
Charges Incurred | 0.3 |
Payments | (5.8) |
Ending balance | 2 |
Corporate | Contract termination | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 4 |
Charges Incurred | 0 |
Payments | (2.6) |
Ending balance | 1.4 |
Corporate | Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 3.5 |
Charges Incurred | 0.3 |
Payments | (3.2) |
Ending balance | $ 0.6 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) - Pacer International $ in Millions | Apr. 29, 2016claimant | Jul. 17, 2015USD ($) | Sep. 30, 2015USD ($)claimant | Sep. 30, 2016claimantclass_actionoperator | Dec. 31, 2014claimant | Dec. 31, 2012operator |
Loss Contingencies [Line Items] | ||||||
Number of owner operators (in operators) | operator | 150 | 150 | ||||
Number of claims heard by court (in claimants) | 5 | 200 | 7 | |||
Amount claimed | $ | $ 2.9 | $ 0.9 | ||||
Number of class actions related to remaining claimants (in class actions) | class_action | 3 | |||||
Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Number of claims heard by court (in claimants) | 520 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 3,255 | $ 3,061.5 |
Less: Accumulated depreciation and amortization | (543.7) | (209.3) |
Total Property and Equipment, net | 2,711.3 | 2,852.2 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 391.4 | 359.5 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 465.1 | 476.8 |
Vehicles, tractors, trailers and tankers | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 1,502.7 | 1,440.5 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 347 | 325.9 |
Office and warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 75.1 | 79.5 |
Computer software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 473.7 | $ 379.3 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 117.5 | $ 56.5 | $ 353 | $ 98.8 | |
Net book value of capitalized internally-developed software | 2,711.3 | 2,711.3 | $ 2,852.2 | ||
Software Development | |||||
Property, Plant and Equipment [Line Items] | |||||
Net book value of capitalized internally-developed software | $ 138.2 | $ 138.2 | $ 122.8 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,945 | $ 2,101 |
Accumulated Amortization | 353.6 | 224.5 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,864.4 | 2,017 |
Accumulated Amortization | 290.3 | 174.3 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50.1 | 51 |
Accumulated Amortization | 39.2 | 29.1 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16.2 | 18.7 |
Accumulated Amortization | 9.8 | 6.8 |
Carrier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12.1 | 12.1 |
Accumulated Amortization | 12.1 | 12.1 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2.2 | 2.2 |
Accumulated Amortization | $ 2.2 | $ 2.2 |
Intangible Assets - Schedule 51
Intangible Assets - Schedule of Estimated Lives Of Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 1 year 6 months |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 16 years |
Customer relationships | Weighted-Average | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 13 years 4 months |
Trade names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 1 year 2 months 12 days |
Trade names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years 6 months |
Trade names | Weighted-Average | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 2 years 10 months 10 days |
Non-compete agreements | Weighted-Average | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 4 years 7 months 6 days |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Sales, general and administrative expense | $ 44.1 | $ 45.5 | $ 130.2 | $ 93.1 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | $ 4,610.6 |
Property and equipment and intangible asset fair value adjustments | 220.4 |
Other fair value adjustments | 21.4 |
Impact of foreign exchange translation | (27.4) |
Deferred tax and other tax adjustments | (90.9) |
Goodwill at end of period | 4,734.1 |
Transportation | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | 2,504.7 |
Property and equipment and intangible asset fair value adjustments | 178.9 |
Other fair value adjustments | 50.1 |
Impact of foreign exchange translation | 0.5 |
Deferred tax and other tax adjustments | (63.1) |
Goodwill at end of period | 2,671.1 |
Logistics | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | 2,105.9 |
Property and equipment and intangible asset fair value adjustments | 41.5 |
Other fair value adjustments | (28.7) |
Impact of foreign exchange translation | (27.9) |
Deferred tax and other tax adjustments | (27.8) |
Goodwill at end of period | $ 2,063 |
Debt (Details)
Debt (Details) - Long-term debt - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 5,494.5 | $ 5,465.5 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 49.5 | 52.3 |
Capital leases for equipment | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 63.3 | 39.2 |
Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 535 | |
Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 1,600 | 1,600 |
Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 558.1 | 544.5 |
Senior Notes due 2019 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 900 | |
Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 265.8 | 265.8 |
Term loan facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 2,016.5 | 1,584.1 |
Senior Debentures due 2034 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 300 | 300 |
Euro private placement notes due 2020 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 13.4 | 13.1 |
Asset financing | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 92.9 | 166.5 |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 5,297.3 | 5,272.6 |
Carrying Value | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 46.4 | 46.8 |
Carrying Value | Capital leases for equipment | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 63.3 | 39.2 |
Carrying Value | Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 526.8 | |
Carrying Value | Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 1,579.2 | 1,577 |
Carrying Value | Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 551.1 | 536.6 |
Carrying Value | Senior Notes due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 900.4 | |
Carrying Value | Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 267.4 | 268.2 |
Carrying Value | Term loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 1,955.2 | 1,524.4 |
Carrying Value | Senior Debentures due 2034 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 200.4 | 199 |
Carrying Value | Euro private placement notes due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 14.6 | 14.5 |
Carrying Value | Asset financing | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 92.9 | 166.5 |
Level 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 3,522.8 | 2,655.7 |
Level 1 | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 110.3 | 89.1 |
Level 1 | Capital leases for equipment | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 551.1 | |
Level 1 | Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 1,674 | 1,479.8 |
Level 1 | Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 586 | 0 |
Level 1 | Senior Notes due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 920.3 | |
Level 1 | Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 272.2 | 0 |
Level 1 | Term loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | Senior Debentures due 2034 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 236.3 | 0 |
Level 1 | Euro private placement notes due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | Asset financing | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 92.9 | 166.5 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 2,113.4 | 2,606.8 |
Level 2 | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 2 | Capital leases for equipment | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 63.3 | 39.2 |
Level 2 | Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | |
Level 2 | Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 2 | Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 507.5 |
Level 2 | Senior Notes due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | |
Level 2 | Senior Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 271 |
Level 2 | Term loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 2,035.4 | 1,574.2 |
Level 2 | Senior Debentures due 2034 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 0 | 201 |
Level 2 | Euro private placement notes due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 14.7 | 13.9 |
Level 2 | Asset financing | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Sep. 12, 2016 | Aug. 25, 2016 | Oct. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Aug. 24, 2016 |
Debt Instrument [Line Items] | ||||||||
Debt extinguishment costs | $ (53,200,000) | $ 0 | $ (53,200,000) | $ 0 | ||||
Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | 3.50% | ||||||
London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.25% | 4.50% | ||||||
Term loan facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 1,592,000,000 | |||||||
Debt extinguishment costs | $ (18,000,000) | |||||||
Incremental Term B-1 Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | 400,000,000 | |||||||
Incremental Term B-2 Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | 50,000,000 | |||||||
Debt issuance costs | 18,900,000 | 18,900,000 | ||||||
Senior Notes due 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 7.875% | |||||||
Debt extinguishment costs | (35,200,000) | |||||||
Redemption price, percentage | 103.938% | |||||||
Senior Notes | Senior Notes due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 535,000,000 | |||||||
Debt instrument, interest rate, stated percentage | 6.125% | |||||||
Senior Notes | Senior Notes due 2023 | Long-term Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 8,400,000 | $ 8,400,000 |
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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 13.7 | $ 2.7 | $ 34.2 | $ 28.1 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0.3 | 0.3 | 1 | 1.6 |
Stock appreciation rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0.4 | 0 | 0.4 | 0 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2.7 | 0.8 | 10.2 | 3 |
Performance-based restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1.3 | 1.6 | 5.4 | 15 |
Cash-settled performance-based restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 9 | 0 | 17.2 | 0 |
Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 8.5 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Restricted Stock Units and Performance-based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 31.5 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost, period for recognition | 3 years |
Cash-settled performance-based restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Unrecognized compensation cost | $ 74.7 |
Unrecognized compensation cost, period for recognition | 3 years 3 months |
Annual vesting percentage | 25.00% |
Awards outstanding (in shares) | shares | 2,508,727 |
Granted (in dollars per share) | $ / shares | $ 22.92 |
Accrued liabilities for awards | $ 17.2 |
Award weighted average fair value (in dollars per share) | $ / shares | $ 36.67 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 2.7 | $ 1.9 | $ 20 | $ (21.3) |
Effective income tax rate, continuing operations (as a percent) | 11.30% | (5.70%) | 27.60% | 14.20% |
Statutory tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
Valuation allowance on deferred tax assets | $ 73.3 | $ 73.3 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Notional Amount | ||
Derivative Assets | 2.3 | $ 0.2 |
Derivative Liabilities | (32.8) | (9) |
Level 2 | Derivatives designated as hedges: | Cross-currency swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 734.4 | 730.9 |
Level 2 | Derivatives designated as hedges: | Cross-currency swap agreements | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0.3 | 0.2 |
Level 2 | Derivatives designated as hedges: | Cross-currency swap agreements | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | (28.8) | 0 |
Level 2 | Derivatives designated as hedges: | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 200.9 | 228.6 |
Level 2 | Derivatives designated as hedges: | Interest rate swaps | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Level 2 | Derivatives designated as hedges: | Interest rate swaps | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | (3.5) | (7.3) |
Level 2 | Derivatives not designated as hedges: | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 78.1 | 43.5 |
Level 2 | Derivatives not designated as hedges: | Interest rate swaps | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Level 2 | Derivatives not designated as hedges: | Interest rate swaps | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | (0.4) | (0.7) |
Level 2 | Derivatives not designated as hedges: | Foreign currency option and forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 212.7 | |
Level 2 | Derivatives not designated as hedges: | Foreign currency option and forward contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 2 | |
Level 2 | Derivatives not designated as hedges: | Foreign currency option and forward contracts | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ (0.1) | |
Level 2 | Derivatives not designated as hedges: | Foreign currency option contracts | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 235.2 | |
Level 2 | Derivatives not designated as hedges: | Foreign currency option contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | |
Level 2 | Derivatives not designated as hedges: | Foreign currency option contracts | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ (1) |
Derivative Instruments - Sche60
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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in Accumulated Other Comprehensive Income (Loss) | $ (21.6) | $ 16.1 | $ (40) | $ (17.1) |
Recognized in Earnings | (0.2) | 0 | 3.2 | 0 |
Cross-currency swap agreements | Derivatives designated as hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in Accumulated Other Comprehensive Income (Loss) | (17.9) | 11.5 | (23.9) | (20.4) |
Recognized in Earnings | 0 | 0 | 0 | 0 |
Interest rate swaps | Derivatives designated as hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in Accumulated Other Comprehensive Income (Loss) | 0.3 | (0.7) | 2.8 | (1.4) |
Recognized in Earnings | 0 | 0 | 0 | 0 |
Interest rate swaps | Derivatives not designated as hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in Accumulated Other Comprehensive Income (Loss) | 0 | 0 | 0 | 0 |
Recognized in Earnings | 0.3 | 0 | 0.9 | 0 |
Foreign currency option and forward contracts | Derivatives not designated as hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in Accumulated Other Comprehensive Income (Loss) | 0 | 0 | 0 | 0 |
Recognized in Earnings | (0.5) | 0 | 2.3 | 0 |
Foreign currency denominated notes | Derivatives designated as hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Recognized in Accumulated Other Comprehensive Income (Loss) | (4) | 5.3 | (18.9) | 4.7 |
Recognized in Earnings | $ 0 | $ 0 | $ 0 | $ 0 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Notional amount | ||
Cross-currency swap agreements | Derivatives designated as hedges: | Level 2 | ||
Derivative [Line Items] | ||
Notional amount | 734.4 | $ 730.9 |
Cross-currency swap agreements | Net Investment Hedging | Derivatives designated as hedges: | ||
Derivative [Line Items] | ||
Nonderivatives designated as hedges, notional amount | 75.9 | |
Interest rate swaps | Derivatives designated as hedges: | Level 2 | ||
Derivative [Line Items] | ||
Notional amount | 200.9 | 228.6 |
Interest rate swaps | Derivatives not designated as hedges: | Level 2 | ||
Derivative [Line Items] | ||
Notional amount | $ 78.1 | $ 43.5 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Variable Interest Entity [Line Items] | |||||
Assets | $ 96.8 | $ 96.8 | $ 80.6 | ||
Liabilities | 80.7 | 80.7 | 67.1 | ||
Revenues | 82.2 | $ 80.2 | 238.8 | $ 110.5 | |
Operating expenses | |||||
Variable Interest Entity [Line Items] | |||||
Expenses | 79.1 | $ 77.6 | 230.1 | $ 107 | |
Cash and Cash Equivalents | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 15.9 | 15.9 | 14.3 | ||
Accounts receivable, net of allowance | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 69.9 | 69.9 | 54.7 | ||
Other current assets | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 4.9 | 4.9 | 3.8 | ||
Property and equipment, net of accumulated depreciation | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 3.4 | 3.4 | 4.8 | ||
Other long-term assets | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 2.7 | 2.7 | 3 | ||
Accounts payable | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities | 46.6 | 46.6 | 44.9 | ||
Accrued expenses, other | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities | 15.2 | 15.2 | 8.1 | ||
Other current liabilities | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities | 9.8 | 9.8 | 8.9 | ||
Other long-term liabilities | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities | $ 9.1 | $ 9.1 | $ 5.2 |
Earnings (Loss) per Share - Sch
Earnings (Loss) per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic earnings (loss) per common share | ||||
Net income (loss) attributable to XPO | $ 15.1 | $ (40.4) | $ 39.2 | $ (129.3) |
Preferred stock beneficial conversion charge | 0 | (52) | 0 | (52) |
Cumulative preferred dividends | (0.7) | (0.7) | (2.2) | (2.2) |
Non-cash allocation of undistributed earnings | (0.6) | 0 | (1.2) | 0 |
Net income (loss) allocable to common shares, basic | $ 13.8 | $ (93.1) | $ 35.8 | $ (183.5) |
Basic weighted-average common shares (in shares) | 110.3 | 98.6 | 110 | 87.3 |
Basic earnings (loss) per share (in dollars per share) | $ 0.13 | $ (0.94) | $ 0.33 | $ (2.10) |
Diluted earnings (loss) per common share | ||||
Net income (loss) allocable to common shares, basic | $ 13.8 | $ (93.1) | $ 35.8 | $ (183.5) |
Interest from Convertible Senior Notes | 0.3 | 0 | 0 | 0 |
Net income (loss) allocable to common shares, diluted | $ 14.1 | $ (93.1) | $ 35.8 | $ (183.5) |
Basic weighted-average common shares (in shares) | 110.3 | 98.6 | 110 | 87.3 |
Dilutive effect of non-participating stock-based awards and Convertible Senior Notes (in shares) | 12.6 | 0 | 9.2 | 0 |
Diluted weighted-average common shares (in shares) | 122.9 | 98.6 | 119.2 | 87.3 |
Diluted earnings (loss) per share (in dollars per share) | $ 0.11 | $ (0.94) | $ 0.30 | $ (2.10) |
Diluted potential common shares excluded (in shares) | 11.5 | 24.9 | 14.9 | 25.5 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 2 |
Segment Reporting - Selected Fi
Segment Reporting - Selected Financial Data for Each of Operating Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 3,713.8 | $ 2,362.1 | $ 10,942.8 | $ 4,281 |
Operating income (loss) | 168.8 | 44.1 | 401.5 | 9.4 |
Depreciation and amortization | 161.8 | 102.1 | 485.4 | 191.9 |
Operating Segments | Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,409.1 | 1,396.8 | 7,125.4 | 2,820.4 |
Operating income (loss) | 125.4 | 30.9 | 354 | 57.7 |
Depreciation and amortization | 114.8 | 54.8 | 341.9 | 103.6 |
Operating Segments | Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,347 | 993.3 | 3,939.7 | 1,493.7 |
Operating income (loss) | 75.3 | 36 | 158.3 | 46.9 |
Depreciation and amortization | 46.5 | 46.9 | 142.2 | 87.2 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operating income (loss) | (31.9) | (22.8) | (110.8) | (95.2) |
Depreciation and amortization | 0.5 | 0.4 | 1.3 | 1.1 |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (42.3) | (28) | (122.3) | (33.1) |
Operating income (loss) | 0 | 0 | 0 | 0 |
Depreciation and amortization | $ 0 | $ 0 | $ 0 | $ 0 |