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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2014	Feb. 20, 2015	Jun. 30, 2014
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus (Q1,Q2,Q3,FY)	FY
Trading Symbol	XPO
Entity Registrant Name	XPO Logistics, Inc.
Entity Central Index Key	0001166003
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		79,367,271
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 1,505,183,527

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 644.1	$ 21.5
Accounts receivable, net of allowances of $9.8 and $3.5, respectively	543.8	134.2
Prepaid expenses	13.2	3.9
Deferred tax asset, current	9.2	3.0
Income tax receivable	15.4	0.0
Other current assets	7.4	7.4
Total current assets	1,233.1	170.0
Property and equipment, net of $47.3 and $11.8 in accumulated depreciation, respectively	221.9	56.6
Goodwill	929.3	363.4
Identifiable intangible assets, net of $74.6 and $15.4 in accumulated amortization, respectively	341.5	185.2
Restricted cash	9.1	2.1
Other long-term assets	26.3	2.9
Total long-term assets	1,528.1	610.2
Total assets	2,761.2	780.2
Current liabilities:
Accounts payable	252.7	71.4
Accrued salaries and wages	50.1	11.7
Accrued expenses, other	69.8	9.5
Current maturities of long-term debt	1.8	2.0
Other current liabilities	6.7	4.7
Total current liabilities	381.1	99.3
Senior notes due 2019	500.0	0.0
Convertible senior notes	91.9	106.3
Revolving credit facility and other long-term debt, net of current maturities	0.2	75.4
Deferred tax liability, long term	74.5	15.2
Other long-term liabilities	58.4	28.1
Total long-term liabilities	725.0	225.0
Commitments and contingencies
Stockholders’ equity:
Series A convertible perpetual preferred stock, $.001 par value; 10,000,000 shares; 73,335 and 74,175 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively	42.2	42.7
Common stock, $.001 par value; 150,000,000 shares authorized; 77,421,683 shares issued and outstanding at December 31, 2014 and 30,583,073 and 30,538,073 shares issued and outstanding, respectively, at December 31, 2013	0.1	0.0
Additional paid-in capital	1,831.9	525.0
Treasury stock, at cost, 0 and 45,000 shares held at December 31, 2014 and December 31, 2013, respectively	0.0	(0.1)
Accumulated deficit	(219.1)	(111.7)
Total stockholders’ equity	1,655.1	455.9
Total liabilities and stockholders’ equity	$ 2,761.2	$ 780.2

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Accounts receivable allowances	$ 9.8	$ 3.5
Property and equipment, accumulated depreciation	47.3	11.8
Identifiable intangible assets, accumulated amortization	$ 74.6	$ 15.4
Preferred stock, par value (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	73,335	74,175
Preferred stock, shares outstanding	73,335	74,175
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	77,421,683	30,583,073
Common stock, shares outstanding	77,421,683	30,538,073
Treasury stock, shares	0	45,000

Consolidated Statements of Operations - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Revenue	$ 2,356.6	$ 702.3	$ 278.6
Operating expenses
Cost of purchased transportation and services	1,701.8	578.7	237.8
Direct operating expense	273.2	6.4	0.0
Sales, general and administrative expense	422.5	169.5	68.8
Total operating expenses	2,397.5	754.6	306.6
Operating loss	(40.9)	(52.3)	(28.0)
Other expense	0.8	0.5	0.3
Interest expense	48.0	18.2	3.2
Loss before income tax benefit	(89.7)	(71.0)	(31.5)
Income tax benefit	(26.1)	(22.5)	(11.2)
Net loss	(63.6)	(48.5)	(20.3)
Preferred stock beneficial conversion charge	(40.9)	0.0	0.0
Cumulative preferred dividends	(2.9)	(3.0)	(3.0)
Net loss available to common stockholders	$ (107.4)	$ (51.5)	$ (23.3)
Basic loss per share
Net loss (in usd per share)	$ (2.00)	$ (2.26)	$ (1.49)
Diluted loss per share
Net loss (in usd per share)	$ (2.00)	$ (2.26)	$ (1.49)
Weighted average common shares outstanding
Basic weighted average common shares outstanding	53,629,962	22,752,320	15,694,430
Diluted weighted average common shares outstanding	53,600,000	22,800,000	15,700,000

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating activities
Net loss	$ (63.6)	$ (48.5)	$ (20.3)
Adjustments to reconcile net loss to net cash from operating activities
Provisions for allowance for doubtful accounts	6.9	2.6	0.9
Depreciation and amortization	98.3	20.8	2.7
Stock compensation expense	7.5	4.7	4.4
Accretion of debt	7.3	6.0	1.5
Deferred tax expense	(30.0)	(22.7)	(8.3)
Other	4.3	1.3	0.0
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	(143.9)	(37.0)	(13.8)
Income tax receivable	2.1	0.1	(1.6)
Prepaid expense and other current assets	8.1	(3.0)	0.8
Other long-term assets	(1.0)	0.0	(0.3)
Accounts payable	53.9	5.2	10.9
Accrued expenses and other liabilities	28.8	4.2	(1.2)
Cash flows used by operating activities	(21.3)	(66.3)	(24.3)
Investing activities
Acquisition of businesses, net of cash acquired	(814.0)	(458.8)	(57.2)
Payment for purchases of property and equipment	(44.6)	(11.6)	(7.0)
Other	0.3	0.1	0.0
Cash flows used by investing activities	(858.3)	(470.3)	(64.2)
Financing activities
Proceeds from common stock offerings, net	733.8	239.5	137.0
Proceeds from issuance of preferred stock, net	363.6	0.0	0.0
Proceeds from issuance of senior notes, net	489.6	0.0	0.0
Proceeds from issuance of convertible senior notes, net	0.0	0.0	138.5
Proceeds from borrowings on revolving credit facility	130.0	73.3	0.0
Repayment of borrowings on revolving credit facility	(205.0)	0.0	0.0
Dividends paid to preferred stockholders	(2.9)	(3.0)	(3.0)
Payments of tax withholdings for restricted shares	(3.4)	(1.6)	(1.2)
Other	(3.5)	(2.5)	(4.5)
Cash flows provided by financing activities	1,502.2	305.7	266.8
Net increase (decrease) in cash	622.6	(230.9)	178.3
Cash and cash equivalents, beginning of period	21.5	252.4	74.1
Cash and cash equivalents, end of period	644.1	21.5	252.4
Supplemental disclosure of cash flow information:
Cash paid for interest	19.0	12.4	0.0
Cash paid for income taxes, net of receipts	2.3	0.2	0.2
Equity portion of acquisition purchase price	$ 138.2	$ 10.4	$ 0.0

Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Treasury Stock	Paid-In Capital	Accumulated Deficit	Series A Preferred Stock	Series A Preferred Stock Preferred Stock	Series A Preferred Stock Common Stock	Series A Preferred Stock Paid-In Capital	Series B Preferred Stock	Series B Preferred Stock Preferred Stock	Series B Preferred Stock Common Stock	Series B Preferred Stock Paid-In Capital
Balance (in shares) at Dec. 31, 2011		8,410	45				75				0
Balance at Dec. 31, 2011	$ 108.4	$ 0.0	$ (0.1)	$ 102.6	$ (36.9)		$ 42.8				$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(20.3)				(20.3)
Issuance of common stock for exercises, net of withholdings (in shares)		393
Issuance of common stock for exercises, net of withholdings	(1.0)			(1.0)
Conversion of preferred stock to common stock (in shares)							1
Proceeds from common stock offering, net of issuance costs (in shares)		9,200
Proceeds from common stock offering, net of issuance costs	137.0			137.0
Dividend paid	(3.0)				(3.0)
Stock compensation expense	4.4			4.4
Equity component of convertible debt offering, net of issuance costs and deferred taxes	19.7			19.7
Balance (in shares) at Dec. 31, 2012		18,003	45				74				0
Balance at Dec. 31, 2012	245.2	$ 0.0	$ (0.1)	262.7	(60.2)		$ 42.8				$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(48.5)				(48.5)
Tax withholdings on restricted shares and other issuances of common stock (in shares)		192
Tax withholdings on restricted shares and other issuances of common stock	(1.8)			(1.8)
Conversion of preferred stock to common stock	0.0			0.1			$ (0.1)
Conversion of preferred stock to common stock (in shares)		14
Proceeds from common stock offering, net of issuance costs (in shares)		11,148
Proceeds from common stock offering, net of issuance costs	239.5			239.5
Issuance of common stock for acquisitions (in shares)		617
Issuance of common stock for acquisitions	10.4			10.4
Issuance of common stock upon conversion of senior notes, net of tax (in shares)		609
Issuance of common stock upon conversion of senior notes, net of tax	9.4			9.4
Dividend paid	(3.0)				(3.0)
Stock compensation expense	4.7			4.7
Balance (in shares) at Dec. 31, 2013		30,583	45				74				0
Balance at Dec. 31, 2013	455.9	$ 0.0	$ (0.1)	525.0	(111.7)		$ 42.7				$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(63.6)				(63.6)
Exercises of warrants and stock options and other (in shares)		293
Exercise of warrants and stock options and other	(4.5)			(4.5)
Conversion of preferred stock to common stock						$ 0.0	$ (0.5)		$ 0.5	$ 0.0	$ (363.6)		$ 363.6
Conversion of preferred stock to common stock (in shares)							1	120			400	12,128
Proceeds from issuance of preferred stock, net of issuance costs (in shares)											400
Proceeds from issuance of preferred stock, net of issuance costs	363.6										$ 363.6
Deemed distribution for recognition of beneficial conversion feature on preferred stock	0.0			40.9	(40.9)
Proceeds from common stock offering, net of issuance costs (in shares)		27,953
Proceeds from common stock offering, net of issuance costs	733.8	$ 0.1		733.7
Issuance of common stock for acquisitions (in shares)		4,704	45
Issuance of common stock for acquisitions	138.2		$ 0.1	138.1
Issuance of common stock upon conversion of senior notes, net of tax (in shares)		1,641
Issuance of common stock upon conversion of senior notes, net of tax	27.1			27.1
Dividend paid	(2.9)				(2.9)
Stock compensation expense	7.5			7.5
Balance (in shares) at Dec. 31, 2014		77,422	0				73				0
Balance at Dec. 31, 2014	$ 1,655.1	$ 0.1	$ 0.0	$ 1,831.9	$ (219.1)		$ 42.2				$ 0.0

Organization	12 Months Ended
Organization	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Nature of Business XPO Logistics, Inc. (“XPO” or the “Company”)—provides premium transportation and logistics services to thousands of customers through our two reportable segments: Transportation—provides transportation brokerage services to large multi-national, medium-sized and small business customers where the Company manages all aspects of the services offered including selecting qualified carriers/vessels, negotiating rates, tracking shipments, billing and resolving disputes. Transportation offers a comprehensive suite of services with the common goal of facilitating the movement of goods using proprietary transportation management technology and third-party carriers. Under the Company’s cross-selling initiative, all services are offered to all customers to fulfill their shipping requirements. Under the brands XPO Logistics, XPO Last Mile (formerly 3PD), and Pacer, the Company provides truckload, less-than truckload and intermodal brokerage, and last-mile delivery logistics services. Such services are arranged using relationships with subcontracted motor and rail carriers, as well as vehicles that are owned and operated by independent contract drivers. Under the brands XPO Express (formerly Express-1), XPO NLM and XPO Air Charter, the Company provides for the management of time-critical, urgent shipments, transacted through direct selling and through our web-based technology to customers in North America. Expedited ground services are provided through a fleet of exclusive-use vehicles that are owned and operated by independent contract drivers, referred to as owner operators, and through contracted third-party motor carriers. For shipments requiring air charter, service is arranged using our relationships with third-party air carriers. Under the brands XPO Global Logistics (formerly Concert Group Logistics) and Ocean World Lines (a Pacer brand), the Company provides freight forwarding and ocean transportation services to North America-based customers with domestic and global interests. These services are sold and arranged through a network of Company-owned and independently-owned offices in the United States, Canada, Europe and Asia. Logistics—provides specialized logistics and comprehensive supply chain management solutions to large multi-national and medium-sized corporations and government agencies under the brand New Breed Logistics, which was acquired in September 2014. See Note 3—Acquisitions. New Breed Holding Company (“New Breed”) and its subsidiaries conduct operations principally in the United States. These services include value-added warehousing and distribution, reverse logistics, transportation management, freight bill audit and payment, lean manufacturing support, aftermarket support and supply chain optimization. For specific financial information relating to the above segments, refer to Note 16—Segment Reporting and Geographic Information.

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with the instructions to Form 10-K. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading.

These Consolidated Financial Statements reflect, in the opinion of the Company, all material adjustments (which include only normal recurring adjustments) necessary to fairly present the Company’s financial position as of December 31, 2014 and 2013, and results of operations for the years ended December 31, 2014, 2013 and 2012. The preparation of the 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 Consolidated Financial Statements. Where the presentation of these intercompany eliminations differs between the consolidated and reportable segment financial statements, reconciliations of certain line items are provided.

Use of Estimates

The Company prepares its Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expense during the reporting period. The Company reviews its estimates on a regular basis and makes adjustments based on historical experience and existing and expected future conditions. Estimates are made with respect to, among other matters, recognition of revenue, costs of purchased transportation and services, direct operating expenses, recoverability of long-lived assets, estimated legal accruals, estimated restructuring accruals, valuation allowances for deferred taxes, reserve for uncertain tax positions, probability of achieving performance targets for vesting of performance-based restricted stock units, and allowance for doubtful accounts. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates, which have been discussed with the audit committee of the Company’s board of directors, are reasonable; however, actual results could differ from these estimates.

Statements of Operations, Balance Sheet, and Statement of Cash Flows Presentation

Certain line items from the December 31, 2013 consolidated balance sheet and consolidated statement of cash flows for the years ended December 31, 2013 and 2012 have been conformed to the 2014 presentation. The carrier costs related to unbilled revenue are now included in accounts payable rather than accrued expenses, other. The conformed line items had no impact on previously reported results.

Certain line items from the consolidated statements of operations for the years ended December 31, 2013 and 2012 have been conformed to the 2014 presentation, including the retitling of direct expense to cost of purchased transportation and services and the addition of the direct operating expense category. The conformed line items had no impact on previously reported results.

Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue at the point in time when delivery is completed and the shipping terms of the contract have been satisfied, or in the case of the Company’s contract logistics business, based on specific, objective criteria within the provisions of each contract as described below. Related costs of delivery and service are accrued and expensed in the same period the associated revenue is recognized. Revenue is recognized once the following criteria have been satisfied:


•	Persuasive evidence of an arrangement exists;


•	Services have been rendered;


•	The sales price is fixed and determinable; and


•	Collectability is reasonably assured.

The Company’s Logistics segment recognizes a significant portion of its revenue based on objective criteria that do not require significant estimates or uncertainties. Revenues on cost-reimbursable contracts are recognized by applying a factor to costs as incurred, such factor being determined by the contract provisions. Revenues on unit-price contracts are recognized at the contractual selling prices of work completed. Revenues on time and material contracts are recognized at the contractual rates as the labor hours and direct expenses are incurred. Revenues from fixed-price contracts are recognized as services are provided, unless revenues are earned and obligations fulfilled in a different pattern. Generally, the contracts contain provisions for adjustments to future pricing based upon changes in volumes, services and other market conditions, such as inflation. Revenues relating to such incentive or contingency payments are recorded when the contingency is satisfied and the Company concludes the amounts are earned.

The Company evaluates all agreements for multiple elements and aggregation of individual agreements into a multiple element agreements. Within its intermodal business, the Company has entered into certain agreements that represent multiple-deliverable arrangements. Deliverables under the arrangements represent separate units of accounting that have stand-alone value and no customer-negotiated refunds or return rights exist for the delivered services. These deliverables consist of network management fees, equipment use fees, ocean carrier intermodal services and drayage services. Revenue is allocated to each deliverable based on the relative selling price method. The relative selling price method is based on a hierarchy consisting of vendor-specific objective evidence (VSOE), if available, third-party evidence (TPE), if VSOE is not available, or estimated selling prices (ESP), if neither VSOE nor TPE is available. For the ocean carrier intermodal and drayage services, revenue is allocated based on VSOE. VSOE is not available for either the network management fees or the equipment fees. TPE was established for the equipment fees by evaluating similar and interchangeable competitor services in stand-alone sales. TPE could not be established for the network management fees. Therefore, the Company determined ESP for the network management fees by considering several external and internal factors including, but not limited to, pricing practices, similar product offerings, margin objectives and internal costs. ESP for each deliverable is updated, when appropriate, to ensure that it reflects recent pricing experience. Revenue is recognized for each of the deliverables when the revenue recognition conditions discussed above are met. No other multiple element arrangements have been identified.

For all subsidiaries (other than XPO NLM and New Breed with respect to those transactions where New Breed is serving as the customer’s agent in arranging purchased transportation), the Company reports revenue on a gross basis in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 605, “Reporting Revenue Gross as Principal Versus Net as an Agent.” The Company believes presentation on a gross basis is appropriate under ASC Topic 605 in light of the following factors:


•	The Company is the primary obligor and is responsible for providing the service desired by the customer.


•	The customer holds the Company responsible for fulfillment, including the acceptability of the service (requirements may include, for example, on-time delivery, handling freight loss and damage claims, establishing pick-up and delivery times, tracing shipments in transit, and providing contract-specific services).

•

For the Company’s expedited, truck brokerage, last mile and intermodal businesses, the Company has complete discretion to select contractors or other transportation providers (collectively, “service providers”). For its freight forwarding business, the Company enters into agreements with significant service providers that specify the cost of services, among other things, and has ultimate authority in providing approval for all service providers that can be used by its independently-owned stations. Independently-owned stations may further negotiate the cost of services with approved service providers for individual customer shipments.


•	The Company has complete discretion to establish sales and contract pricing. Independently-owned stations within its freight forwarding business have the discretion to establish sales prices.


•	The Company bears credit risk for all receivables. In the case of freight forwarding, the independently-owned stations reimburse the Company for a portion (typically 70-80%) of credit losses. The Company retains the risk that the independent station owners will not meet this obligation.

For the Company’s subsidiaries XPO NLM and New Breed with respect to those transactions where New Breed is serving as the customer’s agent in arranging purchased transportation, revenue is recognized on a net basis in accordance with ASC Topic 605. The Company does not serve as the primary obligor. XPO NLM receives a fixed management fee for its services while New Breed receives a variable fee after deducting the cost of purchased transportation. Neither entity assumes credit risk in these transactions. In certain instances with XPO NLM, the Company also does not have discretion to select its service providers.

The Company’s freight forwarding operations collect certain taxes and duties on behalf of their customers as part of the services offered and arranged for international shipments. The Company’s accounting policy is to present these collections on a gross basis with the revenue recognized of $23.3 million, $3.7 million and $2.4 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as of the date of purchase to be cash equivalents unless the investments are legally or contractually restricted for more than three months.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoice amount or in the case of unbilled amounts at the expected invoice amount. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, any specific customer collection issues that have been identified, current economic conditions, and other factors that may affect customers’ ability to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts have been exhausted and the receivables are no longer deemed collectible from the customer. The rollforward of the allowance for doubtful accounts is as follows (in millions):



	Year Ended December 31,
	2014			2013		2012
Beginning balance	$	3.5		$	0.6	$	0.4
Provision, charged to expense	6.9			2.6		0.9
Write-offs, less recoveries, and other adjustments	(0.6		)	0.3		(0.7		)
Ending balance	$	9.8		$	3.5	$	0.6

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include prepaid rent, software maintenance costs, insurance premiums, other prepaid operating expenses, prepaid railcar leases, certain inventories at XPO Last Mile and New Breed, and other miscellaneous receivables. Prepaid expenses are amortized into expense over the respective contract term or other applicable time period.

Property and Equipment

Property and equipment are generally recorded at cost or in the case of acquired property and equipment at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. When assets are sold, the applicable costs and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. For internally-developed software, the Company has adopted the provisions of ASC Topic 350, “Intangibles—Goodwill and Other.” Accordingly, certain costs incurred in the planning and evaluation stage of internally-developed computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internally-developed software also includes the fair value of acquired internally-developed technology. The net book value of capitalized internally-developed software totaled $70.1 million and $31.7 million as of December 31, 2014 and 2013, respectively.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:



Classification	Estimated Useful Life
Buildings and leasehold improvements	Term of lease to 39 years
Vehicles	5 years
Rail cars, container and chassis	15 to 30 years
Machinery and equipment	5 to 10 years
Office and warehouse equipment	5 to 10 years
Computer software and equipment	3 to 5 years

For additional information refer to Note 7—Property and Equipment.

Goodwill and Intangible Assets with Indefinite Lives

Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. During June 2014, the Company rebranded its Express-1 business to XPO Express. As a result of this action, the Company accelerated the amortization of $3.3 million in indefinite-lived intangible assets related to the Express-1 trade name based on the reduction in its remaining useful life. The full $3.3 million of accelerated amortization was recorded during the quarter ended June 30, 2014 and represented the full value of the Express-1 trade name intangible asset.

The Company follows the provisions of ASC Topic 350, “Intangibles—Goodwill and Other,” which requires an annual impairment test for goodwill. The Company may first choose to perform a qualitative evaluation of the likelihood of goodwill impairment. If the Company determines a quantitative evaluation is necessary, the goodwill at the reporting unit is subject to a two-step impairment test. The first step compares the book value of a reporting unit, including goodwill, with its fair value. If the book value of a reporting unit exceeds its fair value, the Company completes the second step in order to determine the amount of goodwill impairment loss that should be recorded. In the second step, the Company determines an implied fair value of the reporting unit’s goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. The amount of impairment is equal to the excess of the book value of goodwill over the implied fair value of that goodwill. The Company performs the annual impairment testing as of August 31 each year unless events or circumstances indicate impairment of the goodwill may have occurred before that time. For goodwill impairment testing as of August 31, 2014, the Company elected to bypass the qualitative evaluation. The Company determines fair values for each of the reporting units using an income approach. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for the business. Actual results may differ from those assumed in the Company’s forecasts. The Company derives its discount rates using a capital asset pricing model and analyzing public company market data for its industry to estimate the weighted average cost of capital. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in its internally developed forecasts. Discount rates used in the Company’s reporting unit valuations approximated 10.5%. For the periods presented, the Company did not recognize any goodwill impairment as the estimated fair value of its reporting units with goodwill exceeded the book value of these reporting units. For each of the Company’s reporting units, the excess of the fair value over the book value ranged from 20% to over 600%. For additional information refer to Note 9—Goodwill.

Intangible Assets with Definite Lives

The Company follows the provisions of ASC Topic 360, “Property, Plant and Equipment,” which establishes accounting standards for the impairment of long-lived assets such as property, plant and equipment and intangible assets subject to amortization. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. For the periods presented, the Company did not recognize any impairment of the identified intangible assets.

The Company’s intangible assets subject to amortization consist of customer lists and relationships, carrier relationships, trade names, non-compete agreements, and other intangibles. Customer lists and relationships and trade names are amortized on an accelerated basis over the period of economic benefit based on the estimated cash flows attributable to the related intangible assets. Non-compete agreements, carrier relationships and other intangibles are amortized on a straight-line basis over the estimated useful lives of the related intangible asset. The range of estimated useful lives and the weighted-average useful lives of the respective intangible assets by type are as follows:



Classification	Estimated Useful Life	Weighted-Average Amortization Period
Customer lists and relationships	3 to 14 years	10.29 years
Carrier relationships	2 years	2.00 years
Trade names	1 to 5 years	2.21 years
Non-compete agreements	Term of agreement	6.12 years
Other intangible assets	3 months to 5 years	4.24 years

For additional information refer to Note 8—Intangible Assets.

Restricted Cash

Restricted cash primarily consists of cash held to fund healthcare claims for employees in our Logistics business who are covered by the McNamara-O’Hara Service Contract Act (SCA), cash held as collateral for letters of credit in conjunction with the acquisition of New Breed, and cash held as security under XPO Last Mile’s captive insurance contracts.

Other Long-Term Assets

Other long-term assets consist primarily of debt issuance costs related to the Company’s 7.875% senior notes due 2019 (the “Senior Notes due 2019”), revolving credit facility and 4.5% convertible senior notes due October 1, 2017 (the “Convertible Notes”), favorable leasehold interests (recorded as part of purchase accounting), balances representing deposits related to facility lease arrangements, notes receivable from various XPO Global Logistics independent station owners, and incentive payments to independent station owners within the XPO Global Logistics network. The debt issuance costs related to the revolving credit facility are amortized on a straight-line basis over the respective term while the debt issuance costs related to the Senior Notes due 2019 and Convertible Notes are amortized using the effective interest method. The favorable leasehold interest assets are amortized through rent expense on a straight-line basis over the remaining lease term. The incentive payments are made by XPO Global Logistics to certain station owners as an incentive to establish an independently-owned station and are amortized over the life of each independent station contract and the unamortized portion generally is recoverable in the event of default under the terms of the agreements.

The following table outlines the Company’s other long-term assets as of December 31, 2014 and 2013 (in millions):



	As of December 31, 2014		As of December 31, 2013
Debt issuance costs	$	15.0	$	1.6
Long-term deposits	4.8		1.2
Favorable leasehold interests	2.9		—
Other	3.6		0.1
Total Other Long-Term Assets	$	26.3	$	2.9

Accrued Expenses, Other

Accrued expenses, other consist primarily of accrued purchased services; accrued litigation and insurance claims; accrued interest on the Company’s outstanding debt; accrued equipment costs, including maintenance; accrued transportation and facility charges; deferred revenue; and other accrued expenses, including accrued property and other taxes and other miscellaneous accrued expenses. The following table outlines the Company’s accrued expenses, other as of December 31, 2014 and 2013 (in millions):



	As of December 31, 2014		As of December 31, 2013
Accrued purchased services	$	18.9	$	7.3
Accrued litigation reserves and insurance claims	17.3		0.4
Accrued interest	15.1		1.5
Accrued equipment costs	7.4		—
Accrued transportation and facility charges	4.9		—
Deferred revenue	2.1		—
Other accrued expenses	4.1		0.3
Total Accrued Expenses, Other	$	69.8	$	9.5

Other Long Term Liabilities

Other long-term liabilities consist primarily of the holdback of a portion of the purchase price in connection with acquisitions; asset retirement obligations; reserves for uncertain tax positions; deferred rent liabilities; unfavorable leasehold interests (recorded as part of purchase accounting); an unfavorable customer contract (recorded as part of purchase accounting); certain liability insurance reserves; and other long-term liabilities. The unfavorable leasehold interest liabilities are amortized through rent expense on a straight-line basis over the remaining lease term. The unfavorable customer contract is amortized on an accelerated basis over the period of economic benefit based on the estimated cash flows attributable to the intangible asset. The following table outlines the Company’s other long term liabilities as of December 31, 2014 and 2013 (in millions):



	As of December 31, 2014		As of December 31, 2013
Acquisition-related holdbacks	$	21.1	$	22.5
Asset retirement obligations	7.5		—
Uncertain tax positions	6.7		0.9
Long-term portion of deferred rent liability	5.3		4.4
Unfavorable leasehold interests	5.2		0.2
Long-term portion of vacant rent liability	3.9		0.1
Unfavorable customer contract	3.8		—
Long-term workers compensation insurance claims	3.7		—
Other long-term liabilities	1.2		—
Total Other Long-Term Liabilities	$	58.4	$	28.1

Asset Retirement Obligations

As part of the purchase accounting related to its acquisition of Pacer International, Inc. (“Pacer”), the Company accrued an asset retirement obligation for retirement costs related to its leased railcars. For additional information on the acquisition of Pacer refer to Note 3—Acquisitions. The costs consist of removing all Company-related and other markings from the railcars, transporting the railcars to return locations designated within the leases, and storing the railcars during the return process. The asset retirement obligation is recorded at its net present value in other long-term liabilities as noted above and the fair value of the underlying asset is zero. Accretion expense is classified as interest expense in the consolidated statements of operations.

The reconciliation of changes in the asset retirement obligation during the year ended December 31, 2014 is summarized below (in millions):



Balance at December 31, 2013	$	—
Asset retirement obligation recorded in purchase accounting	7.1
Accretion expense	0.4
Liabilities settled	—
Revisions in estimated cash flows	—
Balance at December 31, 2014	$	7.5

Income Taxes

Taxes on income are provided for in accordance with ASC Topic 740, “Income Taxes.” Deferred income tax assets and liabilities are recognized for the expected future tax consequences of events that have been reflected in the consolidated financial statements. Deferred tax assets and liabilities are determined based on the differences between the book value and the tax basis of particular assets and liabilities, and the tax effects of net operating loss and capital loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized as income or expense in the period that included the enactment date. A valuation allowance is provided to offset net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management periodically assesses the likelihood that the Company will utilize its existing deferred tax assets and records a valuation allowance for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.

Accounting for uncertainty in income taxes is determined based on ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. For additional information refer to Note 12—Income Taxes.

Foreign Currency

Exchange gains or losses incurred on transactions conducted by business units in a currency other than the business units’ functional currency are normally reflected in sales, general and administrative expense in the consolidated statements of operations. Revenues and expenses of foreign subsidiaries whose functional currencies are other than the U.S. dollar are translated into U.S. dollars using average exchange rates for the period while assets and liabilities are translated into U.S. dollars using exchange rates as of the balance sheet date. The effects of foreign currency translation adjustments are recorded in stockholders’ equity.

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.

At December 31, 2014 and 2013, the Company’s financial assets that were accounted for at fair value on a recurring basis included $330.8 million and $1.6 million of money market funds, respectively.

Estimated Fair Value of Financial Instruments

The aggregate net fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximated their fair values as of the periods ended December 31, 2014 and 2013. These financial instruments include cash, accounts receivable, notes receivable, accounts payable, accrued expense, notes payable and current maturities of long-term debt. Fair values approximate carrying values for these financial instruments since they are short-term in nature, and they are receivable or payable on demand. The fair value of the freight forwarding notes receivable from the owners of the independently-owned stations approximated their respective carrying values based on the interest rates associated with these instruments.

As of December 31, 2014, the Company had outstanding $500 million of Senior Notes due 2019, which the Company is obligated to repay at face value unless they are redeemed prior to the maturity date. Holders of the Senior Notes due 2019 are due interest semiannually in arrears on March 1 and September 1 of each year commencing March 1, 2015 and maturing on September 1, 2019. Prior to September 1, 2016, the Company may redeem some or all of the Senior Notes due 2019 at a price equal to 100% of the principal amount of the notes plus the applicable “make-whole” premium. Additionally, the Company may redeem some or all of the Senior Notes due 2019 beginning on September 1, 2016. The initial redemption price is 103.938% of their principal amount, plus accrued interest. The redemption price will decline each year after 2016 and will be 100% of their principal amount, plus accrued interest, beginning on September 1, 2018. In addition, on or prior to September 1, 2016, the Company may redeem up to 40% of the aggregate principal amount of Senior Notes due 2019 with the proceeds of certain equity offerings at 107.875% of their principal amount plus accrued interest. The fair value of the Senior Notes due 2019 was $527.5 million as of December 31, 2014 based on market data. For additional information refer to Note 6—Debt.

As of December 31, 2014, the Company had outstanding $106.8 million of Convertible Notes, which the Company is obligated to repay at face value unless the holder agrees to a lesser amount or elects to convert all or a portion of such notes into the Company’s common stock. Holders of the Convertible Notes are due interest semiannually in arrears on April 1 and October 1 of each year. The conversion rate is 60.8467 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $16.43 per share of common stock) and is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The fair value of the Convertible Notes was $271.3 million as of December 31, 2014 based on market data. For additional information refer to Note 6—Debt.

Stock-Based Compensation

The Company accounts for share-based compensation based on the equity instrument’s grant date fair value in accordance with ASC Topic 718, “Compensation—Stock Compensation”. The fair value of each share-based payment award is established on the date of grant. For grants of restricted stock units (“RSUs”) subject to service or performance-based vesting conditions only, the fair value is established based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, the fair value is established using the Monte Carlo simulation lattice model. For grants of options, the Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based awards is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

The weighted-average fair value of each stock option recorded in expense for the years ended December 31, 2014, 2013 and 2012 was estimated on the date of grant using the Black-Scholes option pricing model and is amortized over the requisite service period of the option. The Company has used one grouping for the assumptions, as its option grants have similar characteristics. The expected term of options granted has been derived based upon the Company’s history of actual exercise behavior and represents the period of time that options granted are expected to be outstanding. Historical data was also used to estimate option exercises and employee terminations. Estimated volatility is based upon the Company’s historical market price at consistent points in a period equal to the expected life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and the expected dividend yield is zero. For options with graded vesting, it is the Company’s policy to recognize compensation cost on a straight-line basis over the requisite service period for the entire award; however, the amount of compensation cost recognized at any date will at least equal the portion of the grant date value of the award that is vested at that date.

For the Company’s performance-based restricted stock units (“PRSUs”), the Company recognizes expense on a straight line basis over the awards’ requisite service period based on the number of awards expected to vest according to actual and expected financial results of the individual performance periods compared to set performance targets for those periods. If achievement of the performance targets for a PRSU award is not considered to be probable, then no expense will be recognized until achievement of such targets becomes probable. For additional information refer to Note 11—Stock-Based Compensation.

Earnings per Share

Earnings per common share are computed in accordance with ASC Topic 260, “Earnings per Share”, which requires companies to present basic earnings per share and diluted earnings per share. For additional information refer to Note 13—Earnings per Share.

Acquisitions

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Acquisitions

2014 Acquisitions

New Breed Logistics

On July 29, 2014, the Company entered into a definitive Agreement and Plan of Merger (the “New Breed Merger Agreement”) with New Breed, providing for the Company to acquire all of New Breed (the “New Breed Transaction”). New Breed is a provider of highly engineered contract logistics solutions for multi-national and medium-sized corporations and government agencies in the United States. The closing of the transaction was effective on September 2, 2014. At the closing, the Company paid $615.9 million in cash including a $1.1 million estimate of the working capital adjustment.

In conjunction with the New Breed Merger Agreement, the Company entered into a subscription agreement with Louis DeJoy, the Chief Executive Officer of New Breed. Pursuant to the subscription agreement, Mr. DeJoy purchased $30.0 million of unregistered XPO common stock at a per share purchase price in cash equal to (1) the closing price of XPO common stock on the New York Stock Exchange on July 29, 2014 with respect to 50% of such purchase and (2) the closing price of XPO common stock on the New York Stock Exchange on the trading day immediately preceding September 2, 2014 with respect to the remaining 50% of such purchase. Due to the interrelationship between the New Breed Merger Agreement and the subscription agreement, the Company considers the substance of the consideration paid to be a combination of net cash and equity as described below.

The fair value of the total consideration paid under the New Breed Merger Agreement was $615.9 million and consisted of $585.8 million of net cash paid at the time of closing, including an estimate of the working capital adjustment, and $30.1 million of equity representing the fair value of 1,060,598 shares of the Company’s common stock at the closing market price of $32.45 per share on September 2, 2014 less a marketability discount on the shares issued due to a holding period restriction. The net cash paid at the time of closing consisted of $615.8 million less the $30.0 million paid by Louis DeJoy to purchase XPO common stock per the subscription agreement.

The New Breed Transaction was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of September 2, 2014, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of September 2, 2014 (in millions):



Consideration	$	615.9
Cash and cash equivalents	1.8
Accounts receivable	112.1
Prepaid and other current assets	11.8
Income tax receivable	17.9
Restricted cash	8.5
Property and equipment	113.8
Trademarks/trade names	4.5
Contractual customer relationships asset	115.1
Contractual customer relationships liability	(5.6		)
Non-contractual customer relationships	15.2
Other long-term assets	7.3
Accounts payable	(17.7		)
Accrued expenses	(33.4		)
Deferred tax liabilities, non-current	(78.1		)
Other long-term liabilities	(9.6		)
Goodwill	$	352.3

As of December 31, 2014, the purchase price allocation is considered final, except for the fair value of taxes and assumed liabilities. All goodwill recorded in the acquisition relates to the Logistics reportable segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. The working capital adjustments in connection with this acquisition have been finalized, and there was no material change in the purchase price as a result.

Atlantic Central Logistics

On July 28, 2014, the Company entered into a Stock Purchase Agreement with Perry Barbaruolo, Thomas G. Bartley, Robert Humes II, Jeffrey E. Patterson, Brian Ruane, The Bryn Mawr Trust Company of Delaware, as Trustee of the Perry Barbaruolo 2014 Delaware Trust, Thomas Bartley, as Trustee of the Janice C. Day 2014 Trust, Thomas Bartley, as Trustee of the Jessica M. Clark 2014 Trust, Thomas Bartley, as Trustee of the Jacqueline M. Patterson 2014 Trust, Thomas Bartley, as Trustee of the Patterson 2014 Grandchildren’s Trust, The Bryn Mawr Trust Company of Delaware as Trustee of the Brian Ruane 2014 Delaware Trust, and The Bryn Mawr Trust Company of Delaware, as Trustee of the Richard Roberts 2014 Trust to acquire all of the outstanding capital stock of Simply Logistics Inc d/b/a Atlantic Central Logistics (“ACL”) for $36.2 million in cash consideration and deferred payments. ACL provides e-commerce fulfillment services by facilitating the time-sensitive, local movement of goods between distribution centers and the end-consumer.

The ACL acquisition was accounted for as a purchase 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 July 28, 2014 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $25.5 million and intangible assets of $11.7 million. All goodwill recorded related to the acquisition relates to the Transportation reportable segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. As of December 31, 2014, the purchase price is considered final except for the fair value of accounts receivable, intangible assets, taxes and assumed liabilities. The working capital adjustments in connection with this acquisition have been finalized, and there was no material change in the purchase price as a result.

Pacer International

On January 5, 2014, the Company entered into a definitive Agreement and Plan of Merger (the “Pacer Merger Agreement”) with Pacer, providing for the acquisition of Pacer by the Company (the “Pacer Transaction”). Pacer is an asset-light North American freight transportation and logistics services provider. The closing of the transaction was effective on March 31, 2014 (the “Effective Time”).

At the Effective Time, each share of Pacer’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $6.00 in cash and (ii) 0.1017 of a share of XPO common stock, which amount is equal to $3.00 divided by the average of the volume-weighted average closing prices of XPO common stock for the ten trading days prior to the Effective Time (the “Pacer Merger Consideration”). Pursuant to the terms of the Pacer Merger Agreement, all vested and unvested Pacer options outstanding at the Effective Time were settled in cash based on the value of the Pacer Merger Consideration. In addition, all Pacer restricted stock, and all vested and unvested Pacer restricted stock units and performance units outstanding at the Effective Time were converted into the right to receive the Pacer Merger Consideration. The fair value of the total consideration paid under the Pacer Merger Agreement was $331.5 million and consisted of $223.3 million of cash paid at the time of closing and $108.2 million of equity representing the fair value of 3,688,246 shares of the Company’s common stock at the closing market price of $29.41 per share on March 31, 2014 less a marketability discount on a portion of shares issued to certain former Pacer executives due to a holding period restriction. The marketability discount did not have a material impact on the fair value of the equity consideration provided.

The Pacer Transaction was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their fair values as of March 31, 2014, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of March 31, 2014 (in millions):



Consideration	$	331.5
Cash and cash equivalents	22.3
Accounts receivable	118.8
Prepaid and other current assets	9.4
Deferred tax assets, current	5.7
Property and equipment	43.5
Trademarks/trade names	2.8
Non-compete agreements	2.3
Contractual customer relationships	66.3
Non-contractual customer relationships	1.0
Other long-term assets	6.8
Accounts payable	(71.0		)
Accrued salaries and wages	(3.1		)
Accrued expenses, other	(33.5		)
Other current liabilities	(2.0		)
Deferred tax liabilities, non-current	(14.6		)
Other long-term liabilities	(11.6		)
Goodwill	$	188.4

As of December 31, 2014, the purchase price allocation is considered final, except for the fair value of taxes and assumed liabilities. All goodwill recorded related to the acquisition relates to the Transportation reportable segment. The carryover of the tax basis in goodwill is deductible for income tax purposes while the step-up in goodwill as a result of the acquisition is not deductible for income tax purposes. Total tax deductible goodwill was $323.2 million on the acquisition date of March 31, 2014. The difference between book and tax goodwill represents the tax basis in goodwill from acquisitions made by Pacer prior to the acquisition by XPO.

2013 Acquisitions

NLM

On December 10, 2013, the Company entered into a Stock Purchase Agreement with Landstar Supply Chain Solutions, Inc. and Landstar System Holdings, Inc. (the “NLM Stock Purchase Agreement”) to acquire all of the outstanding capital stock of Landstar Supply Chain Solutions, Inc. known as National Logistics Management (“NLM”) (the “NLM Transaction”). NLM is the largest provider of web-based expedited transportation management in North America. The closing of the transaction occurred on December 28, 2013. The fair value of the total consideration paid under the NLM Stock Purchase Agreement was $87.0 million, paid in cash, excluding any working capital adjustments.

The NLM acquisition was accounted for as a purchase 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 fair values as of December 28, 2013 with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the joining of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of December 28, 2013 (in millions):



Consideration	$	87.0
Cash and cash equivalents	7.4
Accounts receivable	36.0
Prepaid and other assets	1.1
Property and equipment	13.6
Trademarks/trade names	0.4
Non-compete agreements	0.5
Customer relationships	25.2
Accounts payable	(43.5		)
Other current liabilities	(0.6		)
Goodwill	$	46.9

All goodwill recorded related to the acquisition relates to the Transportation reportable segment and is fully deductible for income tax purposes based on the Internal Revenue Code Section 338(h)(10) election made with respect to the NLM Transaction. The working capital adjustments in connection with this acquisition have been finalized, and there was no material change in the purchase price as a result.

Optima Service Solutions

On November 13, 2013, the Company entered into a Membership Interest Purchase Agreement with A-1 Home Services, Inc., Mr. Steve Gordon and Mr. Glenn Lebowitz to acquire all of the outstanding equity interests of Optima Service Solutions, LLC (“Optima”) for $26.6 million in cash consideration and deferred payments, excluding any working capital adjustments. Optima is a non-asset, third-party logistics service provider focusing on arranging in-home complex installation and residential delivery services for major retailers.

The Optima acquisition was accounted for as a purchase 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 November 13, 2013 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $14.1 million and intangible assets of $11.3 million. All goodwill recorded related to the acquisition relates to the Transportation reportable segment and is fully deductible for income tax purposes. In addition, the Company recorded an acquired technology asset of $0.9 million as property and equipment in the consolidated balance sheet. The working capital adjustment in connection with this acquisition has been finalized, and there was no material change in the purchase price as a result.

3PD

On July 12, 2013, the Company entered into a Stock Purchase Agreement with 3PD Holding, Inc. (“3PD”), Logistics Holding Company Limited, Mr. Karl Meyer, Karl Frederick Meyer 2008 Irrevocable Trust II, Mr. Randall Meyer, Mr. Daron Pair and Mr. James J. Martell (the “3PD Stock Purchase Agreement”) to acquire all of the outstanding capital stock of 3PD (the “3PD Transaction”). 3PD is a non-asset, third-party provider of heavy goods, last-mile logistics in North America. The closing of the transaction occurred on August 15, 2013. The fair value of the total consideration paid under the 3PD Stock Purchase Agreement was $364.3 million and consisted of $333.2 million of net cash payable at the time of closing, $22.5 million of deferred payments, $7.4 million representing the fair value of 407,479 restricted shares of the Company’s common stock at the closing market price of $21.99 per share on August 15, 2013 less a marketability discount of $1.6 million on shares issued to the sellers due to a holding period restriction, and the final working capital adjustment of $1.2 million. The majority of the shares issued are restricted until September 2, 2016.

The 3PD Transaction was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their fair values as of August 15, 2013, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the joining of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of August 15, 2013 (in millions):



Consideration	$	364.3
Cash and cash equivalents	1.0
Accounts receivable	30.3
Prepaid and other current assets	1.7
Deferred tax assets, current	0.6
Property and equipment	23.0
Trademarks/trade names	5.9
Non-compete agreements	1.6
Customer relationships	110.6
Carrier relationships	12.1
Other long-term assets	0.4
Accounts payable	(13.0		)
Accrued salaries and wages	(1.7		)
Accrued expenses, other	(4.2		)
Other current liabilities	(5.5		)
Deferred tax liabilities, non-current	(29.8		)
Goodwill	$	231.3

All goodwill recorded related to the acquisition relates to the Transportation reportable segment. The carryover of the tax basis in goodwill is deductible for income tax purposes while the step-up in goodwill as a result of the acquisition is not deductible for income tax purposes. Total tax deductible goodwill was $27.1 million on the acquisition date of August 15, 2013. The difference between book and tax goodwill represents the tax basis in goodwill from acquisitions made by 3PD prior to the acquisition by XPO.

Interide Logistics

On May 6, 2013, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Interide Logistics, LC (“Interide”) for $3.1 million in cash consideration and 36,878 restricted shares of the Company’s common stock with a value of $0.6 million, excluding any working capital adjustments, with no assumption of debt. Interide is a non-asset, third-party transportation logistics service provider focusing on freight brokerage with offices in Salt Lake City, UT, Louisville, KY and St. Paul, MN.

The Interide acquisition was accounted for as a purchase 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 fair values as of May 6, 2013 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $3.4 million and intangible assets of $1.7 million. All goodwill recorded related to the acquisition relates to the Transportation reportable segment and is fully deductible for income tax purposes. The working capital adjustment in connection with this acquisition has been finalized, and there was no material change in the purchase price as a result.

Covered Logistics & Transportation

On February 26, 2013, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Covered Logistics & Transportation LLC (“Covered”) for $8.0 million in cash consideration and 173,712 restricted shares of the Company’s common stock with a value of $3.0 million, excluding any working capital adjustments, with no assumption of debt. Covered is a non-asset, third-party transportation logistics service provider focusing on freight brokerage with offices in Lake Forest, IL and Dallas, TX.

The Covered acquisition was accounted for as a purchase 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 fair values as of February 26, 2013 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $7.4 million and intangible assets of $2.8 million. All goodwill recorded related to the acquisition relates to the Transportation reportable segment and is fully deductible for income tax purposes. The working capital adjustment in connection with this acquisition has been finalized, and there was no material change in the purchase price as a result.

East Coast Air Charter

On February 8, 2013, pursuant to an asset purchase agreement, the Company purchased substantially all of the operating assets of East Coast Air Charter, Inc. and 9-1-1 Air Charter LLC (together, “ECAC” or “East Coast Air Charter”) for total cash consideration of $9.3 million, excluding any working capital adjustments, with no assumption of debt. ECAC is a non-asset, third-party logistics service provider specializing in expedited air charter brokerage in Statesville, NC.

The ECAC acquisition was accounted for as a purchase 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 fair values as of February 8, 2013 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $3.8 million and intangible assets of $4.8 million. All goodwill recorded related to the acquisition relates to the Transportation reportable segment and is fully deductible for income tax purposes. The working capital adjustment in connection with this acquisition has been finalized, and there was no material change in the purchase price as a result.

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the twelve-month periods ended December 31, 2014 and 2013 present consolidated information of the Company as if the acquisitions of New Breed, Pacer and 3PD had occurred as of January 1, 2013 (in millions, except per share data):



	Pro Forma Year Ended December 31, 2014			Pro Forma Year Ended December 31, 2013
Revenue	$	2,979.9		$	2,484.3
Operating loss	$	(24.0	)	$	(24.7	)
Net loss	$	(129.1	)	$	(67.1	)
Loss per common share
Basic	$	(2.26	)	$	(1.29	)
Diluted	$	(2.26	)	$	(1.29	)

The unaudited pro forma consolidated results for the twelve-month periods were prepared using the acquisition method of accounting and are based on the historical financial information of New Breed, Pacer, 3PD and the Company. The unaudited pro forma consolidated results incorporate historical financial information for all significant acquisitions since January 1, 2013. Pro forma information for ECAC, Covered, Interide, Optima, NLM and ACL has not been included as the impacts were not considered material to the pro forma disclosure. 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, 2013.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
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-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479

+ Details

Restructuring Charges

12 Months Ended

Dec. 31, 2014

Restructuring and Related Activities [Abstract]

Restructuring Charges

On March 31, 2014, the Company initiated a facility rationalization and severance program to close facilities and reduce employment in order to improve efficiency and profitability in conjunction with its acquisition of Pacer. The program includes facility exit activities and employment reduction initiatives.

The amount of restructuring charges incurred during the year ended December 31, 2014 and included in the consolidated statements of operations as sales, general and administrative expense is summarized below (in millions). These charges are not allocated to our reportable segments. No amount of the restructuring liability was included in the purchase price allocation for Pacer as all activities were initiated by XPO to benefit the post-combination period.



	Contract termination			Severance			Total
Reserve balance at December 31, 2013	$	—		$	—		$	—
Charges incurred	6.0			5.4			11.4
Payments	(2.2		)	(4.1		)	(6.3		)
Reserve balance at December 31, 2014	$	3.8		$	1.3		$	5.1

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase Commitments As of December 31, 2014, the Company had approximately $8.3 million in future minimum payments required under non-cancellable service agreements for ongoing services, maintenance and support to information technology providers. Remaining future minimum payments related to these agreements amount to approximately $6.4 million, $1.7 million and $0.2 million for the years ending December 31, 2015, 2016 and 2017, respectively. During the year ended December 31, 2014, $6.0 million of expense was recognized related to these agreements. No expense was recognized in the years ended December 31, 2013 and 2012 related to these agreements. Lease Commitments As of December 31, 2014, the Company had approximately $342.1 million in future minimum payments required under operating leases for various real estate, double-stack railcars, containers, chassis, tractors, data processing equipment, transportation and office equipment leases that have an initial or remaining non-cancelable lease term in excess of one year. Remaining future minimum payments related to these operating leases amount to approximately $123.7 million, $76.5 million, $53.1 million, $39.5 million, and $49.3 million for the periods ending December 31, 2015, 2016, 2017, 2018, and 2019 and thereafter, respectively. Rent expense was approximately $82.3 million, $6.9 million and $1.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. Litigation The Company is involved, and will continue to be involved, in numerous legal proceedings arising out of the conduct of its business. These proceedings may include, among other matters, claims for property damage or personal injury incurred in connection with the transportation of freight and employment-related claims, including claims involving asserted breaches of employee restrictive covenants and tortious interference with contract. These proceedings also include numerous purported class-action lawsuits, multi-plaintiff and individual lawsuits and state tax and other administrative proceedings that claim that the Company’s owner operators or contract carriers should be treated as employees, rather than independent contractors. These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both. The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. In connection with certain acquisitions of privately-held businesses, the Company has retained purchase price holdbacks to provide security for a negotiated duration with respect to damages incurred in connection with pre-acquisition claims and litigation matters. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued therefor or the applicable purchase price holdback, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or states that such an estimate cannot be made. The evaluation as to whether a loss is reasonably possible or probable is based on the Company’s assessment, in conjunction with legal counsel, regarding the ultimate outcome of the matter. The Company believes that it has adequately accrued for, or has adequate purchase price holdbacks with respect to, the potential impact of loss contingencies that are probable and reasonably estimable, and, except as noted below under “Pacer Classification Claims,” there was no indication of a reasonable possibility that a material loss, or additional material loss (including in excess of any applicable purchase price holdback), may have been incurred. The Company does not believe that the ultimate resolution of any matters to which the Company is presently party will have a material adverse effect on its results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. The Company carries liability and excess umbrella insurance policies that it deems sufficient to cover potential legal claims arising in the normal course of conducting its operations as a transportation company. In the event the Company is required to satisfy a legal claim in excess of the coverage provided by this insurance, the Company’s financial condition, results of operations or cash flows could be negatively impacted. Pacer Classification Claims The Company’s Pacer subsidiary, which was acquired on March 31, 2014, received notices from the California Labor Commissioner, Division of Labor Standards Enforcement (the “DLSE”), that a total of 153 owner operators contracted with certain Pacer subsidiaries have filed claims with the DLSE in which they assert that they should be classified as employees, as opposed to independent contractors. These claims seek reimbursement for the owner operators’ business expenses, including fuel, tractor maintenance and tractor lease payments. A decision has been rendered by a DLSE hearing officer in seven of these claims, who awarded a total of $2.2 million to the seven claimants. Pacer has appealed these awards to California Superior Court, San Diego, where a de novo trial was held on the merits of those claims. On January 28, 2015, the court issued a tentative statement of decision in which it indicated its intent to find that the seven claimants were employees rather than independent contractors, and to award an aggregate of $2.0 million to the claimants. Under the court’s tentative statement of decision, either the claimants or the Company may file objections or comments by February 17, 2015, after which the court will render its final decision. The court’s final decision is subject to appeal, but the Company cannot provide assurance that the Company will determine to pursue an appeal or that an appeal will be successful. The remaining DLSE claims have been transferred to California Superior Court in three separate actions involving 175 claimants. These matters are in the initial procedural stages. Pacer also is a party to a putative class action litigation brought by Edwin Molina in the U.S. District Court, Southern District of California. Molina asserts that he should be classified as an employee, as opposed to an independent contractor, and seeks damages for alleged violation of various California wage and hour laws. Molina seeks to have the litigation certified as a class action involving all owner-operators contracted with Pacer Cartage at any time from August 2009 to the present, which could involve as many as 600 claimants. Certain of these potential claimants also may have claims under the actions pending in California Superior Court as described above. This matter is in the initial stages of discovery and the court has not yet determined whether to certify the matter as a class action. The Company has reached a tentative agreement to settle this litigation with the claimant, subject to court approval and acceptance by a minimum percentage of members of the purported class. There can be no assurance that the settlement agreement will be finalized and executed, that the court will approve any such settlement agreement or that it will be accepted by the requisite members of the purported class. During the fourth quarter of 2014, in connection with its Pacer acquisition accounting process, the Company established a reserve for the estimated probable loss with respect to certain of the cases described above, as required pursuant to applicable accounting standards. This amount was not material to the Company’s total liabilities or goodwill. The Company continues to evaluate these and other claims in light of the recent adverse decisions and other factors. The Company believes there is a reasonable possibility that a loss may be incurred in excess of the reserve amount; however, the Company cannot estimate the possible loss or range of such possible losses at this time. There can be no assurance that the amount of any actual loss the Company incurs in connection with these matters would not materially exceed any reserve that may be established. Pacer Acquisition Litigation Between January 8 and January 16, 2014, five substantially identical putative class actions were filed in the Tennessee Chancery Court against the Company, Pacer and Pacer’s directors challenging the Company’s acquisition of Pacer. By stipulation and order dated February 18, 2014, the Chancery Court for Davidson County consolidated these cases under the caption In re Pacer International, Inc. Shareholder Litigation, No. 14-39-IV. The operative complaint in the consolidated case alleges, among other things, that the directors of Pacer breached their fiduciary duties to Pacer’s shareholders in connection with the proposed acquisition of Pacer by XPO by agreeing to the proposed merger at an allegedly unfair price pursuant to a purportedly flawed and conflicted sales process, by including certain allegedly preclusive deal-protection measures, and by misrepresenting and/or omitting certain allegedly material information in the proxy statement relating to the transaction. The parties have reached a settlement agreement that required certain additional disclosures which were made pursuant to a Current Report on Form 8-K filed with the SEC on March 18, 2014, and the Company’s payment of the plaintiff attorneys’ fees of $0.6 million. The settlement agreement has received final court approval and has been fully performed.

Debt

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt

Senior Notes due 2019

On August 25, 2014, the Company completed a private placement of $500.0 million aggregate principal amount of 7.875% Senior Notes due 2019. Total unamortized debt issuance costs related to the Senior Notes due 2019 classified in other long-term assets at December 31, 2014 are $9.8 million.

The Senior Notes due 2019 were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and, outside the United States, only to non-U.S. investors pursuant to Regulation S. The Senior Notes due 2019 were not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. The Senior Notes due 2019 bear interest at a rate of 7.875% per annum payable semiannually, in cash in arrears, on March 1 and September 1 of each year, commencing March 1, 2015 and maturing on September 1, 2019. The Senior Notes due 2019 are guaranteed by each of the Company’s direct and indirect wholly-owned restricted subsidiaries (other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, the Company’s existing credit agreement (or certain replacements thereof) or guarantee certain capital markets indebtedness of the Company or any guarantor of the Senior Notes due 2019. The Senior Notes due 2019 and the guarantees thereof are unsecured, unsubordinated indebtedness of the Company and the guarantors. Among other things, the covenants of the Senior Notes due 2019 limit the Company’s ability to, with certain exceptions: incur indebtedness or issue disqualified stock; grant liens; pay dividends or make distributions in respect of capital stock; make certain investments or other restricted payments; prepay or repurchase subordinated debt; sell or transfer assets; engage in certain mergers, consolidations, acquisitions and dispositions; and enter into certain transactions with affiliates.

Prior to September 1, 2016, the Company may redeem some or all of the Senior Notes due 2019 at a price equal to 100% of the principal amount of the notes plus the applicable “make-whole” premium. The “make-whole” premium equals the greater of 1% of the then outstanding principal amount of the note and the excess of (a) the present value at such redemption date of (i) the redemption price of the note, at September 1, 2016, plus (ii) all required interest payments due on the note through September 1, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the treasury rate as of such redemption date, plus 50 basis points; over (b) the then outstanding principal amount of the note. On and after September 1, 2016, the Company may redeem some or all of the notes for a redemption price that declines each year. The initial redemption price is 103.938% of their principal amount, plus accrued interest. The redemption price will decline each year after 2016 and will be 100% of their principal amount, plus accrued interest, beginning on September 1, 2018. In addition, on or prior to September 1, 2016, the Company may redeem up to 40% of the aggregate principal amount of notes with the proceeds of certain equity offerings at 107.875% of their principal amount plus accrued interest. The Company may make such redemption only if, after any such redemption, at least 60% of the aggregate principal amount of notes originally issued remains outstanding.

See Note 18—Subsequent Events for information concerning the Company’s most recent issuance of debt.

Debt Facilities

The Company may from time to time use debt financing for acquisitions and business start-ups, among other things. The Company also enters into long-term debt and capital leases with various third-parties from time to time to finance certain operational equipment and other assets used in its business operations. Generally, these loans and capital leases bear interest at market rates, and are collateralized with accounts receivable, equipment and certain other assets of the Company.

As of December 31, 2014, the Company and certain of its wholly-owned subsidiaries, as borrowers, were parties to a $415 million multicurrency secured Amended and Restated Revolving Loan Credit Agreement (the “Amended Credit Agreement”) with the lender parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent for such lenders, with a commitment termination date of October 17, 2018. The principal amount of the commitments under the Amended Credit Agreement may be increased by an aggregate amount of up to $100 million, subject to certain terms and conditions specified in the Amended Credit Agreement. The Amended Credit Agreement replaces and supersedes in its entirety the $125 million multicurrency secured Revolving Loan Credit Agreement that the Company entered into on October 18, 2013. At December 31, 2014, the Company had outstanding letters of credit of $14.1 million. Of the $14.1 million of letters of credit outstanding, $4.9 million were fully cash collateralized by the Company. The collateral is included in restricted cash on the consolidated balance sheet as of December 31, 2014. The Company’s availability under the Amended Credit Agreement is not impacted by the cash collateralized outstanding letters of credit. Total unamortized debt issuance costs related to the Amended Credit Agreement classified in other long-term assets at December 31, 2014 are $3.1 million.

On August 8, 2014, the Company amended its revolving loan facility to permit, among other things, the acquisition of New Breed and the related transactions and the offering of the Senior Notes due 2019.

The proceeds of the Amended Credit Agreement may be used by the Company and its subsidiaries for ongoing working capital needs and other general corporate purposes, including strategic acquisitions, and fees and expenses in connection with the transaction. At December 31, 2014, the Company had no amount drawn under the Amended Credit Agreement. Borrowings under the Amended Credit Agreement bear interest at a per annum rate equal to, at the Company’s option, the one, two, three or six month (or such other period less than one month or greater than six months as the lenders may agree) LIBOR rate plus a margin of 1.75% to 2.25%, or a base rate plus a margin of 0.75% to 1.25%. The Company is required to pay an undrawn commitment fee equal to 0.25% or 0.375% of the quarterly average undrawn portion of the commitments under the Amended Credit Agreement, as well as customary letter of credit fees. The margin added to LIBOR, or base rate, will depend on the quarterly average availability of the commitments under the Amended Credit Agreement.

All obligations under the Amended Credit Agreement are secured by substantially all of the Company’s assets and unconditionally guaranteed by certain of its subsidiaries, provided that no foreign subsidiary guarantees, and no assets of any foreign subsidiary secures, any obligations of any of the Company’s domestic borrower subsidiaries. Within the meaning of Regulation S-X, Rule 3-10, XPO Logistics, Inc. (the parent company) has no independent assets or operations, the guarantees of its subsidiaries are full and unconditional and joint and several, and any subsidiaries other than the guarantor subsidiaries are minor. The Amended Credit Agreement contains representations, warranties and covenants that are customary for agreements of this type. Among other things, the covenants in the Amended Credit Agreement limit the Company’s ability to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. In certain circumstances, the Amended Credit Agreement also requires the Company to maintain minimum EBITDA or, at the Company’s election, maintain a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) of not less than 1.00 to 1.00. If an event of default under the Amended Credit Agreement shall occur and be continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. Certain subsidiaries acquired by the Company in the future may be excluded from the restrictions contained in certain of the foregoing covenants.

Convertible Senior Notes

At December 31, 2014, the Company had outstanding $106.8 million aggregate principal amount of 4.50% Convertible Senior Notes due October 1, 2017 (the “Convertible Notes”). Total unamortized debt issuance costs classified in other long-term assets at December 31, 2014 are $2.1 million. Interest is payable on the Convertible Notes on April 1 and October 1 of each year.

During the twelve months ended December 31, 2014, the Company issued an aggregate of 1,640,908 shares of the Company’s common stock to certain holders of the Notes in connection with the conversion of $27.0 million aggregate principal amount of the Convertible Notes. The conversions were allocated to long-term debt and equity in the amounts of $22.1 million and $27.1 million, respectively. Certain of these transactions represented induced conversions pursuant to which the Company paid the holder a market-based premium in cash. The negotiated market-based premiums, in addition to the difference between the current fair value and the book value of the Convertible Notes, were reflected in interest expense. The number of shares of common stock issued in the foregoing transactions equals the number of shares of common stock presently issuable to holders of the Convertible Notes upon conversion under the original terms of the Convertible Notes.

Under certain circumstances at the election of the holder, the Convertible Notes may be converted until the close of business on the business day immediately preceding April 1, 2017, into cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, at the initial conversion rate of approximately 60.8467 shares of common stock per $1,000 in principal amount, which is equivalent to an initial conversion price of approximately $16.43 per share. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event in certain circumstances. On or after April 1, 2017, until the close of business on the business day immediately preceding the maturity date, holders may convert their Convertible Notes at any time.

The Convertible Notes may be redeemed by the Company on or after October 1, 2015 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The Convertible Notes are currently redeemable under this provision. The Company may redeem the Convertible Notes in whole but not in part, at a redemption price in cash equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest, but excluding, the redemption date, plus a make-whole premium payment. The “make whole premium” payment or delivery will be made, as the case may be, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, equal to the present values of the remaining scheduled payments of interest on the Convertible Notes to be redeemed through October 1, 2017 (excluding interest accrued to, but excluding, the redemption date), computed using a discount rate equal to 4.50%. The make-whole premium is paid to holders whether or not they convert the Convertible Notes following the Company’s issuance of a redemption notice.

The Convertible Notes do not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. If the Company undergoes a fundamental change, holders may, subject to certain conditions, require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The following table outlines the Company’s debt obligations as of December 31, 2014 and 2013 (in millions):



	Interest rates		Term (months)	As of December 31, 2014			As of December 31, 2013
Senior notes due 2019	7.88	%	60	$	500.0		$	—
Convertible senior notes	4.50	%	60	106.8			133.7
Revolving credit facility	4.38	%	60	—			75.0
Notes payable	N/A		N/A	1.8			2.2
Capital leases for equipment	14.22	%	59	0.2			0.2
Total debt				608.8			211.1
Less: unamortized discount on convertible senior notes				(14.9		)	(27.4		)
Less: current maturities of long-term debt				(1.8		)	(2.0		)
Total long-term debt, net of current maturities				$	592.1		$	181.7

Property and Equipment

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment

The following table sets forth the Company’s property and equipment as of December 31, 2014 and 2013 (in millions):



	As of December 31, 2014			As of December 31, 2013
Property and Equipment, at cost
Buildings and leasehold improvements	$	33.2		$	9.1
Vehicles	4.4			2.7
Rail cars, containers and chassis	13.0			—
Machinery and equipment	44.4			—
Office and warehouse equipment	32.9			7.1
Computer software and equipment	141.3			49.5
	269.2			68.4
Less: Accumulated depreciation	(47.3		)	(11.8		)
Total Property and Equipment, net	$	221.9		$	56.6

Depreciation of property and equipment was $35.8 million, $6.7 million and $1.4 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Intangible Assets

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The following table sets forth the Company’s identifiable intangible assets as of December 31, 2014 and 2013 (in millions):



	December 31, 2014			December 31, 2013
Indefinite lived intangibles:
Trade name	$	—		$	3.3
Definite lived intangibles:
Customer lists and relationships	376.6			168.7
Carrier relationships	12.1			12.1
Trade name	15.4			8.0
Non-compete agreements	9.8			6.3
Other intangible assets	2.2			2.2
	416.1			197.3
Less: Accumulated amortization	(74.6		)	(15.4		)
Intangible assets, net	$	341.5		$	181.9
Total Identifiable Intangibles	$	341.5		$	185.2

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows (in millions):



	2015		2016		2017		2018		2019
Estimated future amortization expense	$	66.0	$	52.2	$	41.3	$	38.8	$	37.1

Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events.

Intangible asset amortization expense recorded in sales, general and administrative expense was $62.5 million, $14.1 million and $1.3 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Goodwill

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following table is a roll-forward of goodwill from December 31, 2012 to December 31, 2014. The 2013 additions are the result of the goodwill recognized as excess purchase price in the acquisitions of ECAC, Covered, Interide, 3PD, Optima and NLM while the 2014 additions are the result of the goodwill recognized as the excess purchase price in the acquisitions of Pacer, ACL and New Breed (in millions):



	Transportation			Logistics		Total
Goodwill at December 31, 2012	$	55.9		$	—	$	55.9
Acquisitions	307.5			—		307.5
Goodwill at December 31, 2013	363.4			—		363.4
Acquisitions	213.9			352.3		566.2
Other adjustments	(0.3		)	—		(0.3		)
Goodwill at December 31, 2014	$	577.0		$	352.3	$	929.3

Stockholder's Equity	12 Months Ended
Stockholder's Equity	Dec. 31, 2014
Equity [Abstract]
Stockholder's Equity	Stockholder’s Equity On September 11, 2014, the Company entered into an Investment Agreement (the “Investment Agreement”) with Public Sector Pension Investment Board (“PSP Investments”), GIC Private Limited (“GIC”) (an affiliate of Singapore’s sovereign wealth fund), and Ontario Teachers’ Pension Plan Board (“OTPP”). Pursuant to the Investment Agreement, on September 17, 2014, the Company issued and sold 10,702,934 shares (the “Purchased Common Shares”) in the aggregate of Company common stock, par value $0.001 per share (the “Company Common Stock”), and 371,848 shares (the “Purchased Preferred Stock” and, together with the Purchased Common Shares, the “Purchased Securities”) in the aggregate of the Company’s Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, in a private placement. The purchase price per Purchased Common Share was $30.66 (resulting in aggregate gross proceeds to the Company of approximately $328.0 million), and the purchase price per share of Purchased Preferred Stock was $1,000 (resulting in aggregate gross proceeds to the Company of approximately $372.0 million). The Company received net proceeds of $684.2 million after equity issuance costs which was initially allocated between common and preferred stock based on the relative fair values of each instrument. The Purchased Preferred Stock was mandatorily convertible into an aggregate of 12,128,115 additional shares of Company Common Stock subject to the approval of the Company’s stockholders. The Company held a special meeting of stockholders of the Company on December 23, 2014 in which the Company’s stockholders approved the issuance of shares of Company Common Stock upon the conversion of the Purchased Preferred Stock. Immediately following the special meeting, the Purchased Preferred Stock was automatically converted into 12,128,115 shares of Company Common Stock. No additional consideration was received by the Company in connection with the conversion of the Purchased Preferred Stock into Company Common Stock. The issuance and sale of the Purchased Securities pursuant to the Investment Agreement and the conversion of the Purchased Preferred Stock are exempt from registration under the Securities Act, pursuant to Section 4(a)(2) of the Securities Act, or any state securities laws. The Purchased Preferred Stock was issued with an initial conversion price of $30.66, which represented a 5% discount to the then-current trailing 20-day volume weighted average price. As of September 11, 2014, the Company’s common stock price was $34.05. As a result, the conversion feature was issued “in-the-money” and the Company allocated the intrinsic value of the conversion feature of $40.9 million to additional paid-in capital. The beneficial conversion feature was contingent upon receiving the approval of the Company’s stockholders and was therefore recognized in net loss available to common stockholders upon receiving stockholder approval. On February 5, 2014, the Company closed a registered underwritten public offering of 15,000,000 shares of common stock, and on February 11, 2014, the Company closed as part of the same public offering the sale of an additional 2,250,000 shares as a result of the full exercise of the underwriters’ overallotment option, in each case at a price of $25.00 per share (together, the “February 2014 Offering”). The Company received $413.2 million in net proceeds from the February 2014 Offering after underwriting discounts and expenses. On August 13, 2013, the Company closed a registered underwritten public offering of 9,694,027 shares of common stock, and on August 16, 2013, the Company closed as part of the same public offering the sale of an additional 1,454,104 shares as a result of the full exercise of the underwriters’ overallotment option, in each case at a price of $22.75 per share (together, the “August 2013 Offering”). The Company received $239.5 million in net proceeds from the August 2013 Offering after underwriting discounts and expenses. On March 20, 2012, the Company closed a registered underwritten public offering of 9,200,000 shares of common stock (the “March 2012 Offering”), including 1,200,000 shares issued and sold as a result of the full exercise of the underwriters’ overallotment option, at a price of $15.75 per share. The Company received $137.0 million in net proceeds from the March 2012 Offering after underwriting discounts and expenses.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 4
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
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-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Number 210
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-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
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Reference 17: http://www.xbrl.org/2003/role/presentationRef
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Reference 18: http://www.xbrl.org/2003/role/presentationRef
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
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-Number 210
-Section 04
-Article 3

+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

On May 31, 2012, the stockholders of the Company approved the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan (the “2011 Plan”). The 2011 Plan provides for grants or awards to directors, officers and key employees of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred share units, performance compensation awards, performance units, cash incentive awards and other equity-based or equity-related awards (collectively, “Awards”) that the Compensation Committee of the Board of Directors (the “Committee”) determines are consistent with the purpose of the 2011 Plan and interests of the Company.

The maximum aggregate number of shares of common stock that may be delivered pursuant to Awards under the 2011 Plan is 4,000,000 million shares plus shares remaining available for awards under the prior plan as of May 31, 2012 and any shares with respect to awards granted under the predecessor plans that are forfeited after May 31, 2012. In the event of any extraordinary dividend or other extraordinary distribution, recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee shall equitably adjust any or all of the number of shares of the Company with respect to which Awards may be granted, including 2011 Plan share limits, the terms of any outstanding Award, the number of shares subject to outstanding Awards, and the exercise price of any Award, if applicable. Any shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued shares or of treasury shares.

The 2011 Plan will continue in effect until May 31, 2022, unless terminated earlier by the Board of Directors. As of December 31, 2014, there were 1.0 million shares available for issuance under the 2011 Plan.

During the years ended December 31, 2014, 2013 and 2012, the Company recognized the following stock-based compensation expense in sales, general and administrative expense.



	2014		2013		2012
Stock-based compensation expense	$	7.5	$	4.7	$	4.4

The Company did not realize any excess tax benefit for tax deductions from any of the stock-based compensation plans in 2014, 2013 and 2012.

Stock Options

During the years ended December 31, 2014, 2013 and 2012, the Company granted stock options to certain key employees, officers and directors of the Company. For employees and officers, the options typically vest over three to five years after the grant date, have a ten year life, and an exercise price equal to the Company’s stock price on the grant date while for directors, the options vest one year after the grant date, have a ten year life, and an exercise price equal to the Company’s stock price on the grant date. The fair value of all options granted in 2014, 2013 and 2012 was estimated using the Black-Scholes valuation model and the assumptions noted in the following table.



Black-Scholes option-pricing model assumptions:

	2014		2013		2012
Weighted average risk-free interest rate	1.9	%	1.6	%	1.0	%
Weighted average volatility	50.5	%	51.0	%	51.7	%
Weighted average dividend yield	0.0%		0.0%		0.0%
Weighted average expected option term (in years)	6.44		6.44		6.47

For stock options with an exercise price equal to the Company’s stock price on the date of grant, the expected term of options granted has been derived based upon the Company’s history of actual exercise behavior and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon the Company’s historical market price at consistent points in a period equal to the expected life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve with a term equal to the expected term of the option in effect at the time of grant.

A summary of stock option award activity for the years ended December 31, 2014, 2013 and 2012 is presented below:



	Stock Options
			Weighted Average Exercise Price			Weighted Average Grant Date Fair Value		Weighted Average Remaining Term
	Stock				Exercise
	Options				Price Range
Outstanding at December 31, 2011	1,381,958		$	8.53	$2.28 - $18.07	$	4.81	9.00
Granted	296,000		15.10		$11.46 - $18.07	7.45
Exercised	(185,139	)	5.15		$2.96 - $10.56	6.71
Forfeited	(109,487	)	12.63		$3.48 - $16.92	6.20
Outstanding at December 31, 2012	1,383,332		$	10.06	$2.28 - $18.07	$	5.50	8.29
Granted	111,000		20.18		$16.57 - $23.19	10.13
Exercised	(57,464	)	4.59		$2.96 - $6.08	11.62
Forfeited	(15,348	)	14.25		$6.08 - $16.57	6.99
Outstanding at December 31, 2013	1,421,520		$	11.02	$2.28 - $23.19	$	6.01	6.93
Granted	50,000		27.48		$23.31 - $31.28	14.37
Exercised	(74,531	)	6.83		$2.96 - $17.10	18.43
Forfeited	(52,194	)	15.21		$10.53 - $31.28	7.50
Outstanding at December 31, 2014	1,344,795		$	11.70	$2.68 - $27.87	$	6.04	6.84
Options exercisable at December 31, 2014	839,145		$	10.17	$2.68 - $22.03	$	5.42	6.39

As of December 31, 2014, the Company had 839,145 options vested and exercisable and $2.5 million of unrecognized compensation cost related to stock options. The intrinsic value of options vested and exercisable at December 31, 2014 was $25.8 million. The remaining estimated compensation expense related to the existing stock options for the periods ended December 31, 2015, 2016, 2017, 2018 and 2019 is as follows:



	2015		2016		2017		2018		2019
Remaining estimated compensation expense related to existing stock options	$	1.2	$	0.9	$	0.2	$	0.1	$	0.1

The total intrinsic value of options exercised during 2014, 2013 and 2012 was $1.7 million, $0.8 million and $0.6 million, respectively.

Restricted Stock Units and Performance-based Restricted Stock Units

During the years ended December 31, 2014, 2013 and 2012, the Company granted RSUs and PRSUs to certain key employees, officers and directors of the Company under the 2011 Plan with various vesting requirements as established by the Compensation Committee of the Board of Directors. The RSUs granted vest based on the passage of time. The vesting of certain RSU awards also is subject to the price of the Company’s common stock exceeding a specified per share price for a designated period of time and continued employment at the Company by the grantee as of the vesting date. The PRSUs granted will vest based on the achievement of certain targets with respect to the Company’s overall financial performance for specified periods. The vesting of certain PRSU awards also is subject to the price of the Company’s common stock exceeding a specified per share price for a designated period of time and generally require continued employment at the Company by the grantee as of the vesting date.

In connection with the New Breed Transaction, the Company granted certain members of the New Breed management team an aggregate of 367,705 PRSU awards under the 2011 Plan. Pursuant to the PRSU award agreements, grantees are eligible to earn up to 367,705 PRSUs in the aggregate which will vest based on the achievement of certain targets with respect to New Breed’s financial performance during 2015, 2016 and 2017. The vesting of all such PRSUs also is subject to the price of the Company’s common stock exceeding a specified per share price for a designated period of time and continued employment at the Company by the grantee as of the vesting date.

In connection with the Pacer Transaction, certain members of the Pacer senior management team signed employment agreements with the Company that became effective upon completion of the acquisition. As part of their employment agreements, the Company granted the Pacer management team members an aggregate of 122,569 time-based RSU awards under the 2011 Plan. Certain of these awards vested 25% on the acquisition date of March 31, 2014 while the remaining 75% of the awards vest ratably on each of December 31, 2014, 2015 and 2016, subject to the employee’s continued employment with the Company through each such date. Other RSUs awarded to the Pacer senior management team provided for vesting of 33.4% of the award on March 31, 2015, 33.3% on March 31, 2016 and 33.3% on March 31, 2017, subject to the employee’s continued employment with the Company through each such date.

In connection with the 3PD Transaction, each member of the 3PD senior management team signed an employment agreement with the Company that became effective upon completion of the acquisition. Additionally, in order to incentivize 3PD’s management, the Company granted the 3PD management team time-based RSUs and performance-based PRSUs under the 2011 Plan. Pursuant to the award agreements, members of the 3PD management team are eligible to earn up to 600,000 RSUs and PRSUs in the aggregate, of which 150,000 RSUs will vest in equal tranches on each of December 31, 2014, 2015 and 2016 based on the passage of time and 450,000 PRSUs will vest based on the achievement of certain targets with respect to 3PD’s financial performance during 2016 and 2017 as part of the combined company. The vesting of all such RSUs and PRSUs also is subject to the price of the Company’s common stock exceeding a specified per share price for a designated period of time and continued employment at the Company by the grantee as of the vesting date.

The RSUs and PRSUs may vest in whole or in part before the applicable vesting date if the grantee’s employment is terminated by the Company without cause or by the grantee with good reason (as defined in the grant agreement), upon death or disability of the grantee or in the event of a change in control of the Company. Upon vesting, the RSUs and PRSUs result in the issuance of shares of XPO common stock after required minimum tax withholdings. The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until certificates representing shares are issued and delivered in settlement of the awards.

For grants of RSUs and PRSUs subject to service or performance-based vesting conditions only, the fair value is established based on the market price of XPO common stock on the date of the grant. For grants of RSUs and PRSUs subject to market-based vesting conditions, the fair value is established using the Monte Carlo simulation lattice model. The actual number of PRSUs earned will be based on the Company’s overall financial performance or the respective business unit’s financial performance, as applicable, over the applicable performance periods. The fair value of RSUs is recognized as expense on a straight line basis over the awards’ requisite service period. The fair value of PRSUs is recognized as expense on a straight line basis over the awards’ requisite service period based on the number of awards expected to vest according to actual and expected financial results of the individual performance periods compared to set performance targets for those periods. If achievement of the performance targets for a PRSU award is not considered to be probable, then no expense will be recognized until achievement of such targets becomes probable.

The fair value of all grants of RSUs and PRSUs subject to market-based vesting conditions in 2014 and 2013 was estimated using the Monte Carlo simulation lattice model and the assumptions noted in the following table. No RSU grants in 2012 contained a market condition.



Monte Carlo model assumptions:

	2014		2013
Weighted average risk-free interest rate	1.2	%	1.0	%
Weighted average volatility	44.3	%	50.0	%
Weighted average dividend yield	—		—
Weighted average term (in years)	3.59		3.78

A summary of RSU and PRSU award activity for the years ended December 31, 2014, 2013 and 2012 is presented below:



	Restricted Stock Units				Performance-based Restricted Stock Units
			Weighted Average Grant Date Fair Value		Performance-based Restricted Stock Units		Weighted Average Grant Date Fair Value
	Restricted
	Stock Units
Outstanding at December 31, 2011	695,000		$	10.33	—		$	—
Granted	420,691		12.78		—		—
Vested	(231,875	)	11.04		—		—
Forfeited	—		—		—		—
Outstanding at December 31, 2012	883,816		$	11.31	—		$	—
Granted	305,714		14.38		450,000		15.15
Vested	(219,875	)	11.64		—		—
Forfeited	(68,000	)	10.65		—		—
Outstanding at December 31, 2013	901,655		$	13.26	450,000		$	13.26
Granted	175,773		29.81		1,114,951		23.19
Vested	(295,600	)	14.98		—		—
Forfeited	(89,005	)	14.94		(1,000	)	27.61
Outstanding at December 31, 2014	692,823		$	15.23	1,563,951		$	20.86

The stock-based compensation expense for outstanding RSUs was $5.8 million, $3.2 million and $3.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. The total fair value of RSUs vested during 2014, 2013 and 2012 was $9.9 million, $5.1 million and $3.4 million, respectively. Of the 692,823 outstanding RSUs, 452,109 vest subject to service conditions and 240,714 vest subject to service and market conditions.

No PRSUs vested during and no stock-based compensation expense was recognized for outstanding PRSUs for the years ended December 31, 2014, 2013 or 2012, respectively. Of the 1,563,951 outstanding PRSUs, 1,455,370 vest subject to service and a combination of market and performance conditions and 108,581 vest subject to service and performance conditions.

As of December 31, 2014, the Company had approximately $9.0 million of unrecognized compensation cost related to non-vested RSU compensation that is anticipated to be recognized over a weighted-average period of approximately 1.92 years. Remaining estimated compensation expense related to outstanding RSUs for the years ending December 31, 2015, 2016, 2017, 2018 and 2019 is as follows:



	2015		2016		2017		2018		2019
Remaining estimated compensation expense related to outstanding RSUs	$	5.2	$	3.2	$	0.4	$	0.2	$	—

The remaining estimated compensation expense excludes the impact of PRSUs not deemed probable as of December 31, 2014. The unrecognized compensation cost related to PRSUs not deemed probable as of December 31, 2014 is $29.4 million.

Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

A summary of income (loss) before taxes related to U.S. and non U.S. operations are as follows (in millions):



	Year Ended December 31,
	2014			2013			2012
Operations
U.S. domestic	$	(87.2	)	$	(69.2	)	$	(29.4	)
Foreign	(2.5		)	(1.8		)	(2.1		)
Total pre-tax loss	$	(89.7	)	$	(71.0	)	$	(31.5	)

The components of the income tax provision consist of the following (in millions):



	Year Ended December 31,
	2014			2013			2012
Current
Federal	$	—		$	—		$	(2.2	)
State	3.4			0.3			0.1
Foreign	0.5			(0.1		)	(0.8		)
	3.9			0.2			(2.9		)
Deferred
Federal	(27.8		)	(22.1		)	(7.5		)
State	(2.7		)	(0.6		)	(0.9		)
Foreign	0.5			—			0.1
	(30.0		)	(22.7		)	(8.3		)
Total income tax provision	$	(26.1	)	$	(22.5	)	$	(11.2	)

The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows:



	Year Ended December 31,
	2014		2013		2012
U.S. Federal statutory tax rate	35.0	%	34.0	%	34.0	%
State and local taxes, net	0.7	%	0.6	%	3.6	%
Transaction expense	(1.7	)%	(1.1	)%	(0.7	)%
Loss on convertible debt	(2.1	)%	(1.1	)%	—	%
Change in valuation allowance	(1.4	)%	(0.6	)%	(1.6	)%
Change in uncertain tax position provision	0.4	%	0.3	%	1.1	%
All other non-deductible items	(1.3	)%	(0.2	)%	(0.5	)%
Foreign tax rate differences	(0.5	)%	(0.2	)%	(0.3	)%
Net effective tax rate	29.1	%	31.7	%	35.6	%

The Company’s 2014 consolidated effective tax rate was 29.1%, as compared to 31.7% in 2013 and 35.6% in 2012. The 2014 effective income tax rate varied from the statutory rate of 35% due primarily to state income taxes, the tax treatment of certain transaction related expenses, loss on convertible debt, and changes in the valuation allowance.

The tax effects of temporary differences that give rise to significant portions of the current deferred tax asset and non-current deferred tax liability at December 31, 2014 and 2013 are as follows (in millions):



	Year Ended December 31,
	2014			2013
Deferred tax assets
Net operating loss carryforward	$	74.3		$	37.1
Accrued expenses	13.2			3.7
Other	13.4			4.9
Total deferred tax asset	100.9			45.7
Valuation allowance	(7.1		)	(2.6		)
Total deferred tax asset, net	93.8			43.1
Deferred tax liabilities
Intangible assets	(110.5		)	(39.6		)
Property & equipment	(41.9		)	(6.3		)
Other	(6.7		)	(9.3		)
Total deferred tax liability	(159.1		)	(55.2		)
Net deferred tax liability	$	(65.3	)	$	(12.1	)

At December 31, 2014 and 2013, the Company had federal net operating losses of $195.4 million and $104.9 million, respectively, expiring at various times between 2028 and 2034. At December 31, 2014 and 2013, the tax effect (before federal benefit) of the Company’s state net operating losses was $13.4 million and $4.8 million, respectively, expiring at various times between 2015 and 2034. Included in the federal and state net operating losses to be carried forward are $15.7 million of gross windfall tax benefits for stock compensation that has not been recognized as a deferred tax asset and will be recorded as an adjustment to additional paid-in-capital when recognized.

At December 31, 2014 and 2013, the Company had federal tax credit carryforwards of $1.8 million and $0.3 million expiring at various times starting in 2029 with certain credits having an unlimited carryforward period. At December 31, 2014, the Company had state tax credit carryforwards of $1.5 million expiring at various times between 2015 and 2027. At December 31, 2013, the Company had no state tax credit carryforwards.

At December 31, 2014 and 2013, the tax effect of the Company’s foreign net operating losses that are available to offset future taxable income were $2.4 million and $1.3 million, respectively. These foreign loss carryforwards will expire at various times between 2026 and 2034.

The Company believes it is more likely than not that future earnings and reversal of existing deferred tax liabilities will be sufficient to fully utilize the net operating loss deferred tax assets within the carryforward period. Although currently not anticipated, the Company’s ability to use its federal and state net operating loss carryforwards may become subject to restrictions attributable to equity transactions in the future resulting from changes in ownership as defined under Internal Revenue Code Section 382.

As a result of the acquisition of New Breed in 2014, the Company recognized tax benefits related to New Breed’s final pre-acquisition period net operating losses of $61.7 million and will file in early 2015 a U.S. Federal net operating loss carryback refund claim for $14.7 million. The Company anticipates receiving the refund in early 2015. This amount has been recorded as a current receivable.

In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2014, the Company has not made a provision for U.S. or additional foreign withholding taxes for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration, if any exists. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

During the year ended December 31, 2014, the Company reassessed its U.S. and foreign valuation allowance requirements. The Company evaluated all available evidence in its analysis, including reversal of the deferred tax liabilities, carrybacks available and historical and projected pre-tax profits generated by the Company’s U.S. operations. The Company also considered tax planning strategies that are prudent and can be reasonably implemented. The reversal of deferred tax liabilities prior to expiration of the deferred tax assets was the most significant factor in the Company’s determination of the valuation allowance under the “more likely than not” criteria. The Company’s valuation allowance as of December 31, 2014 was $4.8 million for domestic deferred tax assets and $2.3 million for foreign jurisdictions where it is not “more likely than not” that the deferred tax assets will be utilized. At December 31, 2013, the Company had a valuation allowance of $1.6 million on its domestic deferred tax assets and $1.0 million on its foreign deferred tax assets. The change in the Company’s valuation allowance of $4.5 million is a result of the assessment of deferred tax assets as established at the acquisition of Pacer and through the Company’s determination that certain state and foreign deferred tax assets do not meet the “more likely than not” criteria during the period.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in millions):



	Year Ended December 31,
	2014			2013
Uncertain tax positions, beginning of the year	$	0.8		$	0.6
Additions for tax positions of prior years	—			0.4
Additions for tax positions from acquisitions	5.8			—
Reductions due to the statute of limitations	(0.4		)	(0.2		)
Uncertain tax positions, end of the year	$	6.2		$	0.8

The Company recognizes interest and penalties accrued related to uncertain tax positions in the provision for income taxes. For the years ended December 31, 2014 and 2013, $2.0 million and $0.8 million of the unrecognized tax benefits of $6.2 million and $0.8 million, respectively, if resolved favorably, would impact our effective tax rates. The release of the remaining $3.6 million of unrecognized tax benefits would not affect the tax rate upon favorable resolution as the liability would be settled through a holdback provision of an acquisition agreement.

The Company and its U.S. subsidiaries, file a consolidated Federal income tax return. The Company also files unitary or separate returns in various state and local jurisdictions based on state and local filing requirements. As a matter of course, various taxing authorities, including the IRS, regularly audit the Company. These audits may result in proposed assessments where the ultimate resolution may result in the Company owing additional taxes. Currently, the Company’s 2010 tax year is under examination by the IRS. While there are no other Federal, state or local examinations currently in progress, generally, the Federal returns after 2010 and state and local returns after 2007 are open under relevant statute of limitations and therefore subject to potential adjustment. All federal, state and local income tax returns for the Company are filed through 2013. The Company believes that its tax positions comply with applicable tax law and that it has adequately provided for these matters.

Earnings per Share

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Earnings per Share

Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share are computed by dividing net income available to common stockholders by the combined weighted average number of shares of common stock outstanding and the potential dilution of stock options, warrants, RSUs, PRSUs, Convertible Notes and the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.001 per share, outstanding during the period, if dilutive. The weighted average of potentially dilutive securities excluded from the computation of diluted earnings per share for the three years ended December 31, 2014 is shown per the table below.



	Year Ended December 31,
	2014	2013	2012
Basic common stock outstanding	53,629,962	22,752,320	15,694,430
Potentially Dilutive Securities:
Shares underlying the conversion of preferred stock to common stock	10,483,052	10,607,309	10,695,326
Shares underlying the conversion of the convertible senior notes	7,342,864	8,623,331	2,238,758
Shares underlying warrants to purchase common stock	8,202,468	6,900,642	5,717,284
Shares underlying stock options to purchase common stock	555,977	356,815	473,421
Shares underlying restricted stock units and performance-based restricted stock units	797,026	367,183	249,139
	27,381,387	26,855,280	19,373,928
Diluted weighted shares outstanding	81,011,349	49,607,600	35,068,358

The impact of this dilution was not reflected in the earnings per share calculations in the consolidated statements of operations because the impact was anti-dilutive. The treasury method was used to determine the shares underlying warrants, stock options, RSUs and PRSUs for potential dilution with an average market price of $31.30 per share, $19.69 per share and $15.01 per share for the years ended December 31, 2014, 2013 and 2012, respectively.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2014
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions During the year ended December 31, 2014, the Company leased office space from two entities partially owned and controlled by Louis DeJoy, the former Chief Executive Officer of New Breed, who became an employee upon the Company’s acquisition of New Breed. The non-cancellable lease agreements expire at various dates in 2019, subject to renewal options. The Company recorded payments associated with these lease agreements in the amount of $0.7 million for the year ended December 31, 2014. See Note 3—Acquisitions for further discussion on the common stock issued to Mr. DeJoy as part of the acquisition of New Breed. On August 15, 2013, the Company completed its acquisition of 3PD, pursuant to the 3PD Stock Purchase Agreement to which Mr. James J. Martell was a party. Mr. Martell is a member of the board of directors of the Company and also was an investor in, and member of the board of directors of, 3PD. Mr. Martell recused himself from, and did not participate in, deliberations of the Company’s board of directors with respect to the acquisition of 3PD. Other than his interest in the purchase price paid pursuant to the 3PD Stock Purchase Agreement, Mr. Martell did not receive compensation in connection with the acquisition of 3PD. On July 12, 2013, Mr. Martell entered into a subscription agreement with the Company pursuant to which, on August 15, 2013, he invested $0.7 million of the after-tax proceeds he received in the transaction in restricted shares of the Company’s common stock.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

The Company’s unaudited results of operations for each of the quarters in the years ended December 31, 2014, 2013 and 2012 are summarized below (in millions, except per share data):

XPO Logistics, Inc.

Quarterly Financial Data

(In millions)



	March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014
Revenue	$	282.4		$	581.0		$	662.5		$	830.7
Operating expenses
Cost of purchased transportation and services	224.0			459.1			487.4			531.3
Direct operating expense	4.0			27.2			71.0			171.0
Sales, general and administrative expense	75.8			106.6			117.7			122.4
Total operating expenses	303.8			592.9			676.1			824.7
Operating (loss) income	(21.4		)	(11.9		)	(13.6		)	6.0
Other expense	0.1			0.3			0.3			0.1
Interest expense	10.1			3.4			17.8			16.7
Loss before income tax benefit	(31.6		)	(15.6		)	(31.7		)	(10.8		)
Income tax benefit	(3.3		)	(1.8		)	(20.1		)	(0.9		)
Net loss	(28.3		)	(13.8		)	(11.6		)	(9.9		)
Preferred stock beneficial conversion charge	—			—			—			(40.9		)
Cumulative preferred dividends	(0.8		)	(0.7		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(29.1	)	$	(14.5	)	$	(12.3	)	$	(51.5	)
Basic loss per share
Net loss	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)
Diluted loss per share
Net loss	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)



	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
Revenue	$	114.0		$	137.1		$	194.0		$	257.2
Operating expenses
Cost of purchased transportation and services	97.7			117.8			159.1			204.1
Direct operating expense	—			—			2.1			4.3
Sales, general and administrative expense	27.6			33.4			51.2			57.3
Total operating expenses	125.3			151.2			212.4			265.7
Operating loss	(11.3		)	(14.1		)	(18.4		)	(8.5		)
Other expense	0.1			0.2			—			0.2
Interest expense	3.1			3.1			6.4			5.6
Loss before income tax provision	(14.5		)	(17.4		)	(24.8		)	(14.3		)
Income tax benefit	0.2			0.1			(19.1		)	(3.7		)
Net loss	(14.7		)	(17.5		)	(5.7		)	(10.6		)
Cumulative preferred dividends	(0.8		)	(0.8		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(15.5	)	$	(18.3	)	$	(6.4	)	$	(11.3	)
Basic loss per share
Net loss	$	(0.85	)	$	(1.00	)	$	(0.28	)	$	(0.37	)
Diluted loss per share
Net loss	$	(0.85	)	$	(1.00	)	$	(0.28	)	$	(0.37	)



	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012
Revenue	$	44.6		$	54.5		$	71.0		$	108.5
Operating expenses
Cost of purchased transportation and services	37.8			46.1			61.1			92.8
Direct operating expense	—			—			—			—
Sales, general and administrative expense	11.0			11.8			19.2			26.8
Total operating expenses	48.8			57.9			80.3			119.6
Operating loss	(4.2		)	(3.4		)	(9.3		)	(11.1		)
Other expense	—			—			0.3			—
Interest expense	—			—			—			3.2
Loss before income tax provision	(4.2		)	(3.4		)	(9.6		)	(14.3		)
Income tax benefit	(1.5		)	1.8			(6.5		)	(5.0		)
Net loss	(2.7		)	(5.2		)	(3.1		)	(9.3		)
Cumulative preferred dividends	(0.8		)	(0.8		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(3.5	)	$	(6.0	)	$	(3.8	)	$	(10.0	)
Basic loss per share
Net loss	$	(0.36	)	$	(0.34	)	$	(0.22	)	$	(0.57	)
Diluted loss per share
Net loss	$	(0.36	)	$	(0.34	)	$	(0.22	)	$	(0.57	)

Conformed Historical Quarterly Segment Data (Unaudited)

The Company’s conformed unaudited segment financial data for each of the quarters in the years ended December 31, 2014, 2013 and 2012 are summarized below (in millions):

XPO Logistics, Inc.

Conformed Historical Quarterly Segment Data

(In millions)



	Transportation		Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2014
Revenue	$	282.4	$	—	$	—		$	—	$	282.4
Operating income (loss)	0.1		—		(21.5		)	—		(21.4		)
Depreciation and amortization	10.7		—		0.6			—		11.3
Interest expense	—		—		10.1			—		10.1
Tax provision (benefit)	0.6		—		(3.9		)	—		(3.3		)
Goodwill	539.1		—		—			—		539.1
Three Months Ended June 30, 2014
Revenue	$	581.0	$	—	$	—		$	—	$	581.0
Operating income (loss)	3.2		—		(15.1		)	—		(11.9		)
Depreciation and amortization	24.7		—		0.5			—		25.2
Interest expense	—		—		3.4			—		3.4
Tax benefit	—		—		(1.8		)	—		(1.8		)
Goodwill	540.7		—		—			—		540.7
Three Months Ended September 30, 2014
Revenue	$	612.4	$	50.1	$	—		$	—	$	662.5
Operating income (loss)	4.9		4.6		(23.1		)	—		(13.6		)
Depreciation and amortization	23.2		3.4		0.6			—		27.2
Interest expense	0.3		—		17.5			—		17.8
Tax benefit	0.1		—		(20.2		)	—		(20.1		)
Goodwill	566.3		352.2		—			—		918.5
Three Months Ended December 31, 2014
Revenue	$	664.2	$	166.5	$	—		$	—	$	830.7
Operating income (loss)	10.7		13.0		(17.7		)	—		6.0
Depreciation and amortization	20.9		12.9		0.8			—		34.6
Interest expense	0.2		—		16.5			—		16.7
Tax benefit	0.1		—		(1.0		)	—		(0.9		)
Goodwill	577.0		352.3		—			—		929.3



	Transportation			Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2013
Revenue	$	114.0		$	—	$	—		$	—	$	114.0
Operating loss	(2.7		)	—		(8.6		)	—		(11.3		)
Depreciation and amortization	1.3			—		0.2			—		1.5
Interest expense	—			—		3.1			—		3.1
Tax provision (benefit)	—			—		0.2			—		0.2
Goodwill	66.9			—		—			—		66.9
Three Months Ended June 30, 2013
Revenue	$	137.1		$	—	$	—		$	—	$	137.1
Operating loss	(3.3		)	—		(10.8		)	—		(14.1		)
Depreciation and amortization	1.6			—		0.2			—		1.8
Interest expense	—			—		3.1			—		3.1
Tax benefit	—			—		0.1			—		0.1
Goodwill	69.9			—		—			—		69.9
Three Months Ended September 30, 2013
Revenue	$	194.0		$	—	$	—		$	—	$	194.0
Operating loss	(4.3		)	—		(14.1		)	—		(18.4		)
Depreciation and amortization	8.1			—		0.3			—		8.4
Interest expense	—			—		6.4			—		6.4
Tax benefit	0.3			—		(19.4		)	—		(19.1		)
Goodwill	302.8			—		—			—		302.8
Three Months Ended December 31, 2013
Revenue	$	257.2		$	—	$	—		$	—	$	257.2
Operating income (loss)	3.1			—		(11.6		)	—		(8.5		)
Depreciation and amortization	8.7			—		0.4			—		9.1
Interest expense	—			—		5.6			—		5.6
Tax benefit	(2.7		)	—		(1.0		)	—		(3.7		)
Goodwill	363.4			—		—			—		363.4



	Transportation			Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2012
Revenue	$	44.6		$	—	$	—		$	—	$	44.6
Operating income (loss)	1.9			—		(6.1		)	—		(4.2		)
Depreciation and amortization	0.2			—		—			—		0.2
Interest expense	—			—		—			—		—
Tax provision (benefit)	—			—		(1.5		)	—		(1.5		)
Goodwill	17.0			—		—			—		17.0
Three Months Ended June 30, 2012
Revenue	$	54.5		$	—	$	—		$	—	$	54.5
Operating income (loss)	2.0			—		(5.4		)	—		(3.4		)
Depreciation and amortization	0.4			—		0.1			—		0.5
Interest expense	—			—		—			—		—
Tax benefit	—			—		1.8			—		1.8
Goodwill	19.1			—		—			—		19.1
Three Months Ended September 30, 2012
Revenue	$	71.0		$	—	$	—		$	—	$	71.0
Operating loss	(0.6		)	—		(8.7		)	—		(9.3		)
Depreciation and amortization	0.6			—		0.1			—		0.7
Interest expense	—			—		—			—		—
Tax benefit	(0.4		)	—		(6.1		)	—		(6.5		)
Goodwill	22.5			—		—			—		22.5
Three Months Ended December 31, 2012
Revenue	$	108.5		$	—	$	—		$	—	$	108.5
Operating loss	(0.9		)	—		(10.2		)	—		(11.1		)
Depreciation and amortization	1.1			—		0.2			—		1.3
Interest expense	—			—		3.2			—		3.2
Tax benefit	(0.2		)	—		(4.8		)	—		(5.0		)
Goodwill	55.9			—		—			—		55.9

Segment Reporting and Geographic Information

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Segment Reporting and Geographic Information

The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has two operating segments and two reportable segments. The Company’s operating segments are Transportation and Logistics. The differences in the Company’s operating and reportable segments from the Company’s last annual report are related to an internal management reorganization and its acquisitions during the year ended December 31, 2014. The Company’s previous Freight Brokerage, Expedited Transportation and Freight Forwarding reportable segments have been consolidated into the Transportation operating and reportable segment while the Company’s acquisition of New Breed (previously the Contract Logistics reportable segment) represents the Logistics operating and reportable segment. See Note 1 of the Consolidated Financial Statements for further information and Note 17 for prior period quarterly segment data conformed to the new reportable segment structure. Prior period amounts have been adjusted retrospectively to reflect these reportable segment changes.

These reportable segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective net operating margin and also evaluates revenues, net revenue margin and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes the costs of the Company’s executive and shared service teams, professional services such as legal and consulting, board of directors, and certain other corporate costs associated with operating as a public company. The Company allocates charges to the reportable segments for IT services, depreciation of IT fixed assets as well as centralized recruiting and training resources. 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 accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on various financial measures of the respective business segments. The chief operating decision maker does not review assets by segment for purposes of allocating resources and therefore assets by segment are not disclosed. The following schedule identifies select financial data for each of the Company’s reportable segments for the years ended December 31, 2014, 2013 and 2012, respectively (in millions):

XPO Logistics, Inc.

Segment Data

(In millions)



	Transportation			Logistics		Corporate			Eliminations		Total
Year Ended December 31, 2014
Revenue	$	2,140.0		$	216.6	$	—		$	—	$	2,356.6
Operating income (loss)	18.9			17.6		(77.4		)	—		(40.9		)
Depreciation and amortization	79.5			16.3		2.5			—		98.3
Interest expense	0.5			—		47.5			—		48.0
Tax provision (benefit)	0.8			—		(26.9		)	—		(26.1		)
Goodwill	577.0			352.3		—			—		929.3
Capital expenditures	13.4			24.0		7.2			—		44.6
Year Ended December 31, 2013
Revenue	$	702.3		$	—	$	—		$	—	$	702.3
Operating loss	(7.2		)	—		(45.1		)	—		(52.3		)
Depreciation and amortization	19.7			—		1.1			—		20.8
Interest expense	—			—		18.2			—		18.2
Tax benefit	(2.4		)	—		(20.1		)	—		(22.5		)
Goodwill	363.4			—		—			—		363.4
Capital expenditures	5.3			—		6.3			—		11.6
Year Ended December 31, 2012
Revenue	$	278.6		$	—	$	—		$	—	$	278.6
Operating income (loss)	2.4			—		(30.4		)	—		(28.0		)
Depreciation and amortization	2.3			—		0.4			—		2.7
Interest expense	—			—		3.2			—		3.2
Tax benefit	(0.6		)	—		(10.6		)	—		(11.2		)
Goodwill	55.9			—		—			—		55.9
Capital expenditures	3.0			—		4.0			—		7.0

For segment reporting purposes by geographic region, revenues are attributed to the sales office location. The following table presents revenues generated by geographical area for the years ended December 31, 2014, 2013 and 2012, respectively (in millions):



	Year Ended December 31,
	2014		2013		2012
Revenue
United States	$	2,141.4	$	628.0	$	247.9
North America (excluding United States)	132.0		74.3		30.7
Asia	66.3		—		—
Other	16.9		—		—
Total	$	2,356.6	$	702.3	$	278.6

All material assets are located in the United States of America.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

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+ Details

Conformed Historical Quarterly Segment Data (Unaudited)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Conformed Historical Quarterly Segment Data (Unaudited)

Quarterly Financial Data (Unaudited)

The Company’s unaudited results of operations for each of the quarters in the years ended December 31, 2014, 2013 and 2012 are summarized below (in millions, except per share data):

XPO Logistics, Inc.

Quarterly Financial Data

(In millions)



	March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014
Revenue	$	282.4		$	581.0		$	662.5		$	830.7
Operating expenses
Cost of purchased transportation and services	224.0			459.1			487.4			531.3
Direct operating expense	4.0			27.2			71.0			171.0
Sales, general and administrative expense	75.8			106.6			117.7			122.4
Total operating expenses	303.8			592.9			676.1			824.7
Operating (loss) income	(21.4		)	(11.9		)	(13.6		)	6.0
Other expense	0.1			0.3			0.3			0.1
Interest expense	10.1			3.4			17.8			16.7
Loss before income tax benefit	(31.6		)	(15.6		)	(31.7		)	(10.8		)
Income tax benefit	(3.3		)	(1.8		)	(20.1		)	(0.9		)
Net loss	(28.3		)	(13.8		)	(11.6		)	(9.9		)
Preferred stock beneficial conversion charge	—			—			—			(40.9		)
Cumulative preferred dividends	(0.8		)	(0.7		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(29.1	)	$	(14.5	)	$	(12.3	)	$	(51.5	)
Basic loss per share
Net loss	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)
Diluted loss per share
Net loss	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)



	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
Revenue	$	114.0		$	137.1		$	194.0		$	257.2
Operating expenses
Cost of purchased transportation and services	97.7			117.8			159.1			204.1
Direct operating expense	—			—			2.1			4.3
Sales, general and administrative expense	27.6			33.4			51.2			57.3
Total operating expenses	125.3			151.2			212.4			265.7
Operating loss	(11.3		)	(14.1		)	(18.4		)	(8.5		)
Other expense	0.1			0.2			—			0.2
Interest expense	3.1			3.1			6.4			5.6
Loss before income tax provision	(14.5		)	(17.4		)	(24.8		)	(14.3		)
Income tax benefit	0.2			0.1			(19.1		)	(3.7		)
Net loss	(14.7		)	(17.5		)	(5.7		)	(10.6		)
Cumulative preferred dividends	(0.8		)	(0.8		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(15.5	)	$	(18.3	)	$	(6.4	)	$	(11.3	)
Basic loss per share
Net loss	$	(0.85	)	$	(1.00	)	$	(0.28	)	$	(0.37	)
Diluted loss per share
Net loss	$	(0.85	)	$	(1.00	)	$	(0.28	)	$	(0.37	)



	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012
Revenue	$	44.6		$	54.5		$	71.0		$	108.5
Operating expenses
Cost of purchased transportation and services	37.8			46.1			61.1			92.8
Direct operating expense	—			—			—			—
Sales, general and administrative expense	11.0			11.8			19.2			26.8
Total operating expenses	48.8			57.9			80.3			119.6
Operating loss	(4.2		)	(3.4		)	(9.3		)	(11.1		)
Other expense	—			—			0.3			—
Interest expense	—			—			—			3.2
Loss before income tax provision	(4.2		)	(3.4		)	(9.6		)	(14.3		)
Income tax benefit	(1.5		)	1.8			(6.5		)	(5.0		)
Net loss	(2.7		)	(5.2		)	(3.1		)	(9.3		)
Cumulative preferred dividends	(0.8		)	(0.8		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(3.5	)	$	(6.0	)	$	(3.8	)	$	(10.0	)
Basic loss per share
Net loss	$	(0.36	)	$	(0.34	)	$	(0.22	)	$	(0.57	)
Diluted loss per share
Net loss	$	(0.36	)	$	(0.34	)	$	(0.22	)	$	(0.57	)

Conformed Historical Quarterly Segment Data (Unaudited)

The Company’s conformed unaudited segment financial data for each of the quarters in the years ended December 31, 2014, 2013 and 2012 are summarized below (in millions):

XPO Logistics, Inc.

Conformed Historical Quarterly Segment Data

(In millions)



	Transportation		Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2014
Revenue	$	282.4	$	—	$	—		$	—	$	282.4
Operating income (loss)	0.1		—		(21.5		)	—		(21.4		)
Depreciation and amortization	10.7		—		0.6			—		11.3
Interest expense	—		—		10.1			—		10.1
Tax provision (benefit)	0.6		—		(3.9		)	—		(3.3		)
Goodwill	539.1		—		—			—		539.1
Three Months Ended June 30, 2014
Revenue	$	581.0	$	—	$	—		$	—	$	581.0
Operating income (loss)	3.2		—		(15.1		)	—		(11.9		)
Depreciation and amortization	24.7		—		0.5			—		25.2
Interest expense	—		—		3.4			—		3.4
Tax benefit	—		—		(1.8		)	—		(1.8		)
Goodwill	540.7		—		—			—		540.7
Three Months Ended September 30, 2014
Revenue	$	612.4	$	50.1	$	—		$	—	$	662.5
Operating income (loss)	4.9		4.6		(23.1		)	—		(13.6		)
Depreciation and amortization	23.2		3.4		0.6			—		27.2
Interest expense	0.3		—		17.5			—		17.8
Tax benefit	0.1		—		(20.2		)	—		(20.1		)
Goodwill	566.3		352.2		—			—		918.5
Three Months Ended December 31, 2014
Revenue	$	664.2	$	166.5	$	—		$	—	$	830.7
Operating income (loss)	10.7		13.0		(17.7		)	—		6.0
Depreciation and amortization	20.9		12.9		0.8			—		34.6
Interest expense	0.2		—		16.5			—		16.7
Tax benefit	0.1		—		(1.0		)	—		(0.9		)
Goodwill	577.0		352.3		—			—		929.3



	Transportation			Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2013
Revenue	$	114.0		$	—	$	—		$	—	$	114.0
Operating loss	(2.7		)	—		(8.6		)	—		(11.3		)
Depreciation and amortization	1.3			—		0.2			—		1.5
Interest expense	—			—		3.1			—		3.1
Tax provision (benefit)	—			—		0.2			—		0.2
Goodwill	66.9			—		—			—		66.9
Three Months Ended June 30, 2013
Revenue	$	137.1		$	—	$	—		$	—	$	137.1
Operating loss	(3.3		)	—		(10.8		)	—		(14.1		)
Depreciation and amortization	1.6			—		0.2			—		1.8
Interest expense	—			—		3.1			—		3.1
Tax benefit	—			—		0.1			—		0.1
Goodwill	69.9			—		—			—		69.9
Three Months Ended September 30, 2013
Revenue	$	194.0		$	—	$	—		$	—	$	194.0
Operating loss	(4.3		)	—		(14.1		)	—		(18.4		)
Depreciation and amortization	8.1			—		0.3			—		8.4
Interest expense	—			—		6.4			—		6.4
Tax benefit	0.3			—		(19.4		)	—		(19.1		)
Goodwill	302.8			—		—			—		302.8
Three Months Ended December 31, 2013
Revenue	$	257.2		$	—	$	—		$	—	$	257.2
Operating income (loss)	3.1			—		(11.6		)	—		(8.5		)
Depreciation and amortization	8.7			—		0.4			—		9.1
Interest expense	—			—		5.6			—		5.6
Tax benefit	(2.7		)	—		(1.0		)	—		(3.7		)
Goodwill	363.4			—		—			—		363.4



	Transportation			Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2012
Revenue	$	44.6		$	—	$	—		$	—	$	44.6
Operating income (loss)	1.9			—		(6.1		)	—		(4.2		)
Depreciation and amortization	0.2			—		—			—		0.2
Interest expense	—			—		—			—		—
Tax provision (benefit)	—			—		(1.5		)	—		(1.5		)
Goodwill	17.0			—		—			—		17.0
Three Months Ended June 30, 2012
Revenue	$	54.5		$	—	$	—		$	—	$	54.5
Operating income (loss)	2.0			—		(5.4		)	—		(3.4		)
Depreciation and amortization	0.4			—		0.1			—		0.5
Interest expense	—			—		—			—		—
Tax benefit	—			—		1.8			—		1.8
Goodwill	19.1			—		—			—		19.1
Three Months Ended September 30, 2012
Revenue	$	71.0		$	—	$	—		$	—	$	71.0
Operating loss	(0.6		)	—		(8.7		)	—		(9.3		)
Depreciation and amortization	0.6			—		0.1			—		0.7
Interest expense	—			—		—			—		—
Tax benefit	(0.4		)	—		(6.1		)	—		(6.5		)
Goodwill	22.5			—		—			—		22.5
Three Months Ended December 31, 2012
Revenue	$	108.5		$	—	$	—		$	—	$	108.5
Operating loss	(0.9		)	—		(10.2		)	—		(11.1		)
Depreciation and amortization	1.1			—		0.2			—		1.3
Interest expense	—			—		3.2			—		3.2
Tax benefit	(0.2		)	—		(4.8		)	—		(5.0		)
Goodwill	55.9			—		—			—		55.9

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2014
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Preferred Stock Dividend On December 11, 2014, the Company’s board of directors approved the declaration of a dividend payable to holders of the Series A convertible perpetual preferred stock. The declared dividend equaled $10 per share of preferred stock as specified in the Certificate of Designation of the preferred stock. The total declared dividend equaled $0.7 million and was paid on January 15, 2015. Convertible Debt Conversion On January 13, 2015 and February 17, 2015, the Company entered into three privately negotiated agreements pursuant to which the Company agreed to issue a total of 1,859,231 shares of common stock to holders of the Company’s Convertible Notes in connection with the conversion of $30.6 million aggregate principal amount of the Convertible Notes. Two such transactions closed on January 16, 2015 and the third closed on February 20, 2015. These transactions included induced conversions pursuant to which the Company paid the holders a market-based premium in cash. The negotiated market-based premium, in addition to the difference between the current fair value and the book value of the Convertible Notes, will be reflected in interest expense in the first quarter of 2015. The number of shares of common stock issued in the foregoing transactions equals the number of shares of common stock presently issuable to holders of the Convertible Notes upon conversion under the original terms of the Convertible Notes. Issuance of Additional Senior Notes due 2019 On February 13, 2015, the Company completed an additional private placement of $400 million aggregate principal amount of senior notes due 2019 (the “Additional Senior Notes”). The Additional Senior Notes were offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The sales of the Additional Senior Notes was not registered under the Securities Act. Unless so registered, the Additional Senior Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The terms of the Additional Senior Notes are identical to the original issuance of Senior Notes due 2019. Acquisition of UX Specialized Logistics On February 9, 2015, the Company acquired substantially all of the assets of UX Specialized Logistics (“UX”), a North American provider of last mile logistics services for major retail chains and e-commerce companies. The purchase price for the UX transaction was $59.0 million in cash consideration, excluding any working capital adjustments, with no assumption of debt.

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Statements Of Operations, Balance Sheet, and Statement of Cash Flows Presentation

Statements of Operations, Balance Sheet, and Statement of Cash Flows Presentation

Revenue Recognition


•	Persuasive evidence of an arrangement exists;


•	Services have been rendered;


•	The sales price is fixed and determinable; and


•	Collectability is reasonably assured.


•	The Company is the primary obligor and is responsible for providing the service desired by the customer.


•	The customer holds the Company responsible for fulfillment, including the acceptability of the service (requirements may include, for example, on-time delivery, handling freight loss and damage claims, establishing pick-up and delivery times, tracing shipments in transit, and providing contract-specific services).

•


•	The Company has complete discretion to establish sales and contract pricing. Independently-owned stations within its freight forwarding business have the discretion to establish sales prices.


•	The Company bears credit risk for all receivables. In the case of freight forwarding, the independently-owned stations reimburse the Company for a portion (typically 70-80%) of credit losses. The Company retains the risk that the independent station owners will not meet this obligation.

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoice amount or in the case of unbilled amounts at the expected invoice amount.

Allowance for Doubtful Accounts

Prepaid Expenses and Other Current Assets

Property and Equipment

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:



Classification	Estimated Useful Life
Buildings and leasehold improvements	Term of lease to 39 years
Vehicles	5 years
Rail cars, container and chassis	15 to 30 years
Machinery and equipment	5 to 10 years
Office and warehouse equipment	5 to 10 years
Computer software and equipment	3 to 5 years

Goodwill and Intangible Assets with Indefinite Lives

Intangible Assets with Definite Lives



Classification	Estimated Useful Life	Weighted-Average Amortization Period
Customer lists and relationships	3 to 14 years	10.29 years
Carrier relationships	2 years	2.00 years
Trade names	1 to 5 years	2.21 years
Non-compete agreements	Term of agreement	6.12 years
Other intangible assets	3 months to 5 years	4.24 years

Restricted Cash

Other Long-Term Assets

Accrued Expenses, Other

Other Long Term Liabilities

Asset Retirement Obligations

Income Taxes

Foreign Currency

Fair Value Measurements


•	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

Stock-Based Compensation

Earnings per Share

Earnings per common share are computed in accordance with ASC Topic 260, “Earnings per Share”, which requires companies to present basic earnings per share and diluted earnings per share.

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Allowance for Doubtful Accounts Rollforward

The rollforward of the allowance for doubtful accounts is as follows (in millions):



	Year Ended December 31,
	2014			2013		2012
Beginning balance	$	3.5		$	0.6	$	0.4
Provision, charged to expense	6.9			2.6		0.9
Write-offs, less recoveries, and other adjustments	(0.6		)	0.3		(0.7		)
Ending balance	$	9.8		$	3.5	$	0.6

Estimated Useful Lives of Assets

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:



Classification	Estimated Useful Life
Buildings and leasehold improvements	Term of lease to 39 years
Vehicles	5 years
Rail cars, container and chassis	15 to 30 years
Machinery and equipment	5 to 10 years
Office and warehouse equipment	5 to 10 years
Computer software and equipment	3 to 5 years

Schedule of Estimated Useful Lives of Intangible Assets

The range of estimated useful lives and the weighted-average useful lives of the respective intangible assets by type are as follows:



Classification	Estimated Useful Life	Weighted-Average Amortization Period
Customer lists and relationships	3 to 14 years	10.29 years
Carrier relationships	2 years	2.00 years
Trade names	1 to 5 years	2.21 years
Non-compete agreements	Term of agreement	6.12 years
Other intangible assets	3 months to 5 years	4.24 years

Schedule of Other Assets

The following table outlines the Company’s other long-term assets as of December 31, 2014 and 2013 (in millions):



	As of December 31, 2014		As of December 31, 2013
Debt issuance costs	$	15.0	$	1.6
Long-term deposits	4.8		1.2
Favorable leasehold interests	2.9		—
Other	3.6		0.1
Total Other Long-Term Assets	$	26.3	$	2.9

Schedule of Accrued Expenses

The following table outlines the Company’s accrued expenses, other as of December 31, 2014 and 2013 (in millions):



	As of December 31, 2014		As of December 31, 2013
Accrued purchased services	$	18.9	$	7.3
Accrued litigation reserves and insurance claims	17.3		0.4
Accrued interest	15.1		1.5
Accrued equipment costs	7.4		—
Accrued transportation and facility charges	4.9		—
Deferred revenue	2.1		—
Other accrued expenses	4.1		0.3
Total Accrued Expenses, Other	$	69.8	$	9.5

Other Long Term Liabilities

The following table outlines the Company’s other long term liabilities as of December 31, 2014 and 2013 (in millions):



	As of December 31, 2014		As of December 31, 2013
Acquisition-related holdbacks	$	21.1	$	22.5
Asset retirement obligations	7.5		—
Uncertain tax positions	6.7		0.9
Long-term portion of deferred rent liability	5.3		4.4
Unfavorable leasehold interests	5.2		0.2
Long-term portion of vacant rent liability	3.9		0.1
Unfavorable customer contract	3.8		—
Long-term workers compensation insurance claims	3.7		—
Other long-term liabilities	1.2		—
Total Other Long-Term Liabilities	$	58.4	$	28.1

Schedule of Change in Asset Retirement Obligation

The reconciliation of changes in the asset retirement obligation during the year ended December 31, 2014 is summarized below (in millions):



Balance at December 31, 2013	$	—
Asset retirement obligation recorded in purchase accounting	7.1
Accretion expense	0.4
Liabilities settled	—
Revisions in estimated cash flows	—
Balance at December 31, 2014	$	7.5

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2014

Business Acquisition [Line Items]

Business Acquisition Pro Forma Information



	Pro Forma Year Ended December 31, 2014			Pro Forma Year Ended December 31, 2013
Revenue	$	2,979.9		$	2,484.3
Operating loss	$	(24.0	)	$	(24.7	)
Net loss	$	(129.1	)	$	(67.1	)
Loss per common share
Basic	$	(2.26	)	$	(1.29	)
Diluted	$	(2.26	)	$	(1.29	)

New Breed Logistics

Business Acquisition [Line Items]

Recognized Identified Assets Acquired and Liabilities Assumed

The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of September 2, 2014 (in millions):



Consideration	$	615.9
Cash and cash equivalents	1.8
Accounts receivable	112.1
Prepaid and other current assets	11.8
Income tax receivable	17.9
Restricted cash	8.5
Property and equipment	113.8
Trademarks/trade names	4.5
Contractual customer relationships asset	115.1
Contractual customer relationships liability	(5.6		)
Non-contractual customer relationships	15.2
Other long-term assets	7.3
Accounts payable	(17.7		)
Accrued expenses	(33.4		)
Deferred tax liabilities, non-current	(78.1		)
Other long-term liabilities	(9.6		)
Goodwill	$	352.3

Pacer International

Business Acquisition [Line Items]

Recognized Identified Assets Acquired and Liabilities Assumed

The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of March 31, 2014 (in millions):



Consideration	$	331.5
Cash and cash equivalents	22.3
Accounts receivable	118.8
Prepaid and other current assets	9.4
Deferred tax assets, current	5.7
Property and equipment	43.5
Trademarks/trade names	2.8
Non-compete agreements	2.3
Contractual customer relationships	66.3
Non-contractual customer relationships	1.0
Other long-term assets	6.8
Accounts payable	(71.0		)
Accrued salaries and wages	(3.1		)
Accrued expenses, other	(33.5		)
Other current liabilities	(2.0		)
Deferred tax liabilities, non-current	(14.6		)
Other long-term liabilities	(11.6		)
Goodwill	$	188.4

National Logistics Management (NLM)

Business Acquisition [Line Items]

Recognized Identified Assets Acquired and Liabilities Assumed

The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of December 28, 2013 (in millions):



Consideration	$	87.0
Cash and cash equivalents	7.4
Accounts receivable	36.0
Prepaid and other assets	1.1
Property and equipment	13.6
Trademarks/trade names	0.4
Non-compete agreements	0.5
Customer relationships	25.2
Accounts payable	(43.5		)
Other current liabilities	(0.6		)
Goodwill	$	46.9

3PD Holding, Inc

Business Acquisition [Line Items]

Recognized Identified Assets Acquired and Liabilities Assumed

The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of August 15, 2013 (in millions):



Consideration	$	364.3
Cash and cash equivalents	1.0
Accounts receivable	30.3
Prepaid and other current assets	1.7
Deferred tax assets, current	0.6
Property and equipment	23.0
Trademarks/trade names	5.9
Non-compete agreements	1.6
Customer relationships	110.6
Carrier relationships	12.1
Other long-term assets	0.4
Accounts payable	(13.0		)
Accrued salaries and wages	(1.7		)
Accrued expenses, other	(4.2		)
Other current liabilities	(5.5		)
Deferred tax liabilities, non-current	(29.8		)
Goodwill	$	231.3

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2014

Restructuring and Related Activities [Abstract]

Summary of Restructuring Reserve



	Contract termination			Severance			Total
Reserve balance at December 31, 2013	$	—		$	—		$	—
Charges incurred	6.0			5.4			11.4
Payments	(2.2		)	(4.1		)	(6.3		)
Reserve balance at December 31, 2014	$	3.8		$	1.3		$	5.1

Debt (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Schedule of Debt Obligations

The following table outlines the Company’s debt obligations as of December 31, 2014 and 2013 (in millions):



	Interest rates		Term (months)	As of December 31, 2014			As of December 31, 2013
Senior notes due 2019	7.88	%	60	$	500.0		$	—
Convertible senior notes	4.50	%	60	106.8			133.7
Revolving credit facility	4.38	%	60	—			75.0
Notes payable	N/A		N/A	1.8			2.2
Capital leases for equipment	14.22	%	59	0.2			0.2
Total debt				608.8			211.1
Less: unamortized discount on convertible senior notes				(14.9		)	(27.4		)
Less: current maturities of long-term debt				(1.8		)	(2.0		)
Total long-term debt, net of current maturities				$	592.1		$	181.7

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

The following table sets forth the Company’s property and equipment as of December 31, 2014 and 2013 (in millions):



	As of December 31, 2014			As of December 31, 2013
Property and Equipment, at cost
Buildings and leasehold improvements	$	33.2		$	9.1
Vehicles	4.4			2.7
Rail cars, containers and chassis	13.0			—
Machinery and equipment	44.4			—
Office and warehouse equipment	32.9			7.1
Computer software and equipment	141.3			49.5
	269.2			68.4
Less: Accumulated depreciation	(47.3		)	(11.8		)
Total Property and Equipment, net	$	221.9		$	56.6

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Identifiable Intangible Assets

The following table sets forth the Company’s identifiable intangible assets as of December 31, 2014 and 2013 (in millions):



	December 31, 2014			December 31, 2013
Indefinite lived intangibles:
Trade name	$	—		$	3.3
Definite lived intangibles:
Customer lists and relationships	376.6			168.7
Carrier relationships	12.1			12.1
Trade name	15.4			8.0
Non-compete agreements	9.8			6.3
Other intangible assets	2.2			2.2
	416.1			197.3
Less: Accumulated amortization	(74.6		)	(15.4		)
Intangible assets, net	$	341.5		$	181.9
Total Identifiable Intangibles	$	341.5		$	185.2

Estimated Future Amortization Expense for Amortizable Intangible Assets

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows (in millions):



	2015		2016		2017		2018		2019
Estimated future amortization expense	$	66.0	$	52.2	$	41.3	$	38.8	$	37.1

Goodwill (Tables)

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill



	Transportation			Logistics		Total
Goodwill at December 31, 2012	$	55.9		$	—	$	55.9
Acquisitions	307.5			—		307.5
Goodwill at December 31, 2013	363.4			—		363.4
Acquisitions	213.9			352.3		566.2
Other adjustments	(0.3		)	—		(0.3		)
Goodwill at December 31, 2014	$	577.0		$	352.3	$	929.3

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Allocated Share-based Compensation Expense

During the years ended December 31, 2014, 2013 and 2012, the Company recognized the following stock-based compensation expense in sales, general and administrative expense.



	2014		2013		2012
Stock-based compensation expense	$	7.5	$	4.7	$	4.4

Stock Options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Valuation Assumptions

The fair value of all options granted in 2014, 2013 and 2012 was estimated using the Black-Scholes valuation model and the assumptions noted in the following table.



Black-Scholes option-pricing model assumptions:

	2014		2013		2012
Weighted average risk-free interest rate	1.9	%	1.6	%	1.0	%
Weighted average volatility	50.5	%	51.0	%	51.7	%
Weighted average dividend yield	0.0%		0.0%		0.0%
Weighted average expected option term (in years)	6.44		6.44		6.47

Equity Awards Outstanding and Exercisable

A summary of stock option award activity for the years ended December 31, 2014, 2013 and 2012 is presented below:



	Stock Options
			Weighted Average Exercise Price			Weighted Average Grant Date Fair Value		Weighted Average Remaining Term
	Stock				Exercise
	Options				Price Range
Outstanding at December 31, 2011	1,381,958		$	8.53	$2.28 - $18.07	$	4.81	9.00
Granted	296,000		15.10		$11.46 - $18.07	7.45
Exercised	(185,139	)	5.15		$2.96 - $10.56	6.71
Forfeited	(109,487	)	12.63		$3.48 - $16.92	6.20
Outstanding at December 31, 2012	1,383,332		$	10.06	$2.28 - $18.07	$	5.50	8.29
Granted	111,000		20.18		$16.57 - $23.19	10.13
Exercised	(57,464	)	4.59		$2.96 - $6.08	11.62
Forfeited	(15,348	)	14.25		$6.08 - $16.57	6.99
Outstanding at December 31, 2013	1,421,520		$	11.02	$2.28 - $23.19	$	6.01	6.93
Granted	50,000		27.48		$23.31 - $31.28	14.37
Exercised	(74,531	)	6.83		$2.96 - $17.10	18.43
Forfeited	(52,194	)	15.21		$10.53 - $31.28	7.50
Outstanding at December 31, 2014	1,344,795		$	11.70	$2.68 - $27.87	$	6.04	6.84
Options exercisable at December 31, 2014	839,145		$	10.17	$2.68 - $22.03	$	5.42	6.39

Schedule of Estimated Remaining Share Based Compensation Expense

The remaining estimated compensation expense related to the existing stock options for the periods ended December 31, 2015, 2016, 2017, 2018 and 2019 is as follows:



	2015		2016		2017		2018		2019
Remaining estimated compensation expense related to existing stock options	$	1.2	$	0.9	$	0.2	$	0.1	$	0.1

Restricted Stock Units and Performance-based Restricted Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Valuation Assumptions



Monte Carlo model assumptions:

	2014		2013
Weighted average risk-free interest rate	1.2	%	1.0	%
Weighted average volatility	44.3	%	50.0	%
Weighted average dividend yield	—		—
Weighted average term (in years)	3.59		3.78

Equity Awards Outstanding and Exercisable

A summary of RSU and PRSU award activity for the years ended December 31, 2014, 2013 and 2012 is presented below:



	Restricted Stock Units				Performance-based Restricted Stock Units
			Weighted Average Grant Date Fair Value		Performance-based Restricted Stock Units		Weighted Average Grant Date Fair Value
	Restricted
	Stock Units
Outstanding at December 31, 2011	695,000		$	10.33	—		$	—
Granted	420,691		12.78		—		—
Vested	(231,875	)	11.04		—		—
Forfeited	—		—		—		—
Outstanding at December 31, 2012	883,816		$	11.31	—		$	—
Granted	305,714		14.38		450,000		15.15
Vested	(219,875	)	11.64		—		—
Forfeited	(68,000	)	10.65		—		—
Outstanding at December 31, 2013	901,655		$	13.26	450,000		$	13.26
Granted	175,773		29.81		1,114,951		23.19
Vested	(295,600	)	14.98		—		—
Forfeited	(89,005	)	14.94		(1,000	)	27.61
Outstanding at December 31, 2014	692,823		$	15.23	1,563,951		$	20.86

Restricted Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Estimated Remaining Share Based Compensation Expense

Remaining estimated compensation expense related to outstanding RSUs for the years ending December 31, 2015, 2016, 2017, 2018 and 2019 is as follows:



	2015		2016		2017		2018		2019
Remaining estimated compensation expense related to outstanding RSUs	$	5.2	$	3.2	$	0.4	$	0.2	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Related to Domestic and Foreign

A summary of income (loss) before taxes related to U.S. and non U.S. operations are as follows (in millions):



	Year Ended December 31,
	2014			2013			2012
Operations
U.S. domestic	$	(87.2	)	$	(69.2	)	$	(29.4	)
Foreign	(2.5		)	(1.8		)	(2.1		)
Total pre-tax loss	$	(89.7	)	$	(71.0	)	$	(31.5	)

Schedule of Components of Income Tax Expense (Benefit)

The components of the income tax provision consist of the following (in millions):



	Year Ended December 31,
	2014			2013			2012
Current
Federal	$	—		$	—		$	(2.2	)
State	3.4			0.3			0.1
Foreign	0.5			(0.1		)	(0.8		)
	3.9			0.2			(2.9		)
Deferred
Federal	(27.8		)	(22.1		)	(7.5		)
State	(2.7		)	(0.6		)	(0.9		)
Foreign	0.5			—			0.1
	(30.0		)	(22.7		)	(8.3		)
Total income tax provision	$	(26.1	)	$	(22.5	)	$	(11.2	)

Schedule of Effective Income Tax Rate Reconciliation



	Year Ended December 31,
	2014		2013		2012
U.S. Federal statutory tax rate	35.0	%	34.0	%	34.0	%
State and local taxes, net	0.7	%	0.6	%	3.6	%
Transaction expense	(1.7	)%	(1.1	)%	(0.7	)%
Loss on convertible debt	(2.1	)%	(1.1	)%	—	%
Change in valuation allowance	(1.4	)%	(0.6	)%	(1.6	)%
Change in uncertain tax position provision	0.4	%	0.3	%	1.1	%
All other non-deductible items	(1.3	)%	(0.2	)%	(0.5	)%
Foreign tax rate differences	(0.5	)%	(0.2	)%	(0.3	)%
Net effective tax rate	29.1	%	31.7	%	35.6	%

Schedule of Deferred Tax Assets and Liabilities



	Year Ended December 31,
	2014			2013
Deferred tax assets
Net operating loss carryforward	$	74.3		$	37.1
Accrued expenses	13.2			3.7
Other	13.4			4.9
Total deferred tax asset	100.9			45.7
Valuation allowance	(7.1		)	(2.6		)
Total deferred tax asset, net	93.8			43.1
Deferred tax liabilities
Intangible assets	(110.5		)	(39.6		)
Property & equipment	(41.9		)	(6.3		)
Other	(6.7		)	(9.3		)
Total deferred tax liability	(159.1		)	(55.2		)
Net deferred tax liability	$	(65.3	)	$	(12.1	)

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in millions):



	Year Ended December 31,
	2014			2013
Uncertain tax positions, beginning of the year	$	0.8		$	0.6
Additions for tax positions of prior years	—			0.4
Additions for tax positions from acquisitions	5.8			—
Reductions due to the statute of limitations	(0.4		)	(0.2		)
Uncertain tax positions, end of the year	$	6.2		$	0.8

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The weighted average of potentially dilutive securities excluded from the computation of diluted earnings per share for the three years ended December 31, 2014 is shown per the table below.



	Year Ended December 31,
	2014	2013	2012
Basic common stock outstanding	53,629,962	22,752,320	15,694,430
Potentially Dilutive Securities:
Shares underlying the conversion of preferred stock to common stock	10,483,052	10,607,309	10,695,326
Shares underlying the conversion of the convertible senior notes	7,342,864	8,623,331	2,238,758
Shares underlying warrants to purchase common stock	8,202,468	6,900,642	5,717,284
Shares underlying stock options to purchase common stock	555,977	356,815	473,421
Shares underlying restricted stock units and performance-based restricted stock units	797,026	367,183	249,139
	27,381,387	26,855,280	19,373,928
Diluted weighted shares outstanding	81,011,349	49,607,600	35,068,358

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

The Company’s unaudited results of operations for each of the quarters in the years ended December 31, 2014, 2013 and 2012 are summarized below (in millions, except per share data):

XPO Logistics, Inc.

Quarterly Financial Data

(In millions)



	March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014
Revenue	$	282.4		$	581.0		$	662.5		$	830.7
Operating expenses
Cost of purchased transportation and services	224.0			459.1			487.4			531.3
Direct operating expense	4.0			27.2			71.0			171.0
Sales, general and administrative expense	75.8			106.6			117.7			122.4
Total operating expenses	303.8			592.9			676.1			824.7
Operating (loss) income	(21.4		)	(11.9		)	(13.6		)	6.0
Other expense	0.1			0.3			0.3			0.1
Interest expense	10.1			3.4			17.8			16.7
Loss before income tax benefit	(31.6		)	(15.6		)	(31.7		)	(10.8		)
Income tax benefit	(3.3		)	(1.8		)	(20.1		)	(0.9		)
Net loss	(28.3		)	(13.8		)	(11.6		)	(9.9		)
Preferred stock beneficial conversion charge	—			—			—			(40.9		)
Cumulative preferred dividends	(0.8		)	(0.7		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(29.1	)	$	(14.5	)	$	(12.3	)	$	(51.5	)
Basic loss per share
Net loss	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)
Diluted loss per share
Net loss	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)



	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
Revenue	$	114.0		$	137.1		$	194.0		$	257.2
Operating expenses
Cost of purchased transportation and services	97.7			117.8			159.1			204.1
Direct operating expense	—			—			2.1			4.3
Sales, general and administrative expense	27.6			33.4			51.2			57.3
Total operating expenses	125.3			151.2			212.4			265.7
Operating loss	(11.3		)	(14.1		)	(18.4		)	(8.5		)
Other expense	0.1			0.2			—			0.2
Interest expense	3.1			3.1			6.4			5.6
Loss before income tax provision	(14.5		)	(17.4		)	(24.8		)	(14.3		)
Income tax benefit	0.2			0.1			(19.1		)	(3.7		)
Net loss	(14.7		)	(17.5		)	(5.7		)	(10.6		)
Cumulative preferred dividends	(0.8		)	(0.8		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(15.5	)	$	(18.3	)	$	(6.4	)	$	(11.3	)
Basic loss per share
Net loss	$	(0.85	)	$	(1.00	)	$	(0.28	)	$	(0.37	)
Diluted loss per share
Net loss	$	(0.85	)	$	(1.00	)	$	(0.28	)	$	(0.37	)



	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012
Revenue	$	44.6		$	54.5		$	71.0		$	108.5
Operating expenses
Cost of purchased transportation and services	37.8			46.1			61.1			92.8
Direct operating expense	—			—			—			—
Sales, general and administrative expense	11.0			11.8			19.2			26.8
Total operating expenses	48.8			57.9			80.3			119.6
Operating loss	(4.2		)	(3.4		)	(9.3		)	(11.1		)
Other expense	—			—			0.3			—
Interest expense	—			—			—			3.2
Loss before income tax provision	(4.2		)	(3.4		)	(9.6		)	(14.3		)
Income tax benefit	(1.5		)	1.8			(6.5		)	(5.0		)
Net loss	(2.7		)	(5.2		)	(3.1		)	(9.3		)
Cumulative preferred dividends	(0.8		)	(0.8		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(3.5	)	$	(6.0	)	$	(3.8	)	$	(10.0	)
Basic loss per share
Net loss	$	(0.36	)	$	(0.34	)	$	(0.22	)	$	(0.57	)
Diluted loss per share
Net loss	$	(0.36	)	$	(0.34	)	$	(0.22	)	$	(0.57	)

The Company’s conformed unaudited segment financial data for each of the quarters in the years ended December 31, 2014, 2013 and 2012 are summarized below (in millions):

XPO Logistics, Inc.

Conformed Historical Quarterly Segment Data

(In millions)



	Transportation		Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2014
Revenue	$	282.4	$	—	$	—		$	—	$	282.4
Operating income (loss)	0.1		—		(21.5		)	—		(21.4		)
Depreciation and amortization	10.7		—		0.6			—		11.3
Interest expense	—		—		10.1			—		10.1
Tax provision (benefit)	0.6		—		(3.9		)	—		(3.3		)
Goodwill	539.1		—		—			—		539.1
Three Months Ended June 30, 2014
Revenue	$	581.0	$	—	$	—		$	—	$	581.0
Operating income (loss)	3.2		—		(15.1		)	—		(11.9		)
Depreciation and amortization	24.7		—		0.5			—		25.2
Interest expense	—		—		3.4			—		3.4
Tax benefit	—		—		(1.8		)	—		(1.8		)
Goodwill	540.7		—		—			—		540.7
Three Months Ended September 30, 2014
Revenue	$	612.4	$	50.1	$	—		$	—	$	662.5
Operating income (loss)	4.9		4.6		(23.1		)	—		(13.6		)
Depreciation and amortization	23.2		3.4		0.6			—		27.2
Interest expense	0.3		—		17.5			—		17.8
Tax benefit	0.1		—		(20.2		)	—		(20.1		)
Goodwill	566.3		352.2		—			—		918.5
Three Months Ended December 31, 2014
Revenue	$	664.2	$	166.5	$	—		$	—	$	830.7
Operating income (loss)	10.7		13.0		(17.7		)	—		6.0
Depreciation and amortization	20.9		12.9		0.8			—		34.6
Interest expense	0.2		—		16.5			—		16.7
Tax benefit	0.1		—		(1.0		)	—		(0.9		)
Goodwill	577.0		352.3		—			—		929.3



	Transportation			Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2013
Revenue	$	114.0		$	—	$	—		$	—	$	114.0
Operating loss	(2.7		)	—		(8.6		)	—		(11.3		)
Depreciation and amortization	1.3			—		0.2			—		1.5
Interest expense	—			—		3.1			—		3.1
Tax provision (benefit)	—			—		0.2			—		0.2
Goodwill	66.9			—		—			—		66.9
Three Months Ended June 30, 2013
Revenue	$	137.1		$	—	$	—		$	—	$	137.1
Operating loss	(3.3		)	—		(10.8		)	—		(14.1		)
Depreciation and amortization	1.6			—		0.2			—		1.8
Interest expense	—			—		3.1			—		3.1
Tax benefit	—			—		0.1			—		0.1
Goodwill	69.9			—		—			—		69.9
Three Months Ended September 30, 2013
Revenue	$	194.0		$	—	$	—		$	—	$	194.0
Operating loss	(4.3		)	—		(14.1		)	—		(18.4		)
Depreciation and amortization	8.1			—		0.3			—		8.4
Interest expense	—			—		6.4			—		6.4
Tax benefit	0.3			—		(19.4		)	—		(19.1		)
Goodwill	302.8			—		—			—		302.8
Three Months Ended December 31, 2013
Revenue	$	257.2		$	—	$	—		$	—	$	257.2
Operating income (loss)	3.1			—		(11.6		)	—		(8.5		)
Depreciation and amortization	8.7			—		0.4			—		9.1
Interest expense	—			—		5.6			—		5.6
Tax benefit	(2.7		)	—		(1.0		)	—		(3.7		)
Goodwill	363.4			—		—			—		363.4



	Transportation			Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2012
Revenue	$	44.6		$	—	$	—		$	—	$	44.6
Operating income (loss)	1.9			—		(6.1		)	—		(4.2		)
Depreciation and amortization	0.2			—		—			—		0.2
Interest expense	—			—		—			—		—
Tax provision (benefit)	—			—		(1.5		)	—		(1.5		)
Goodwill	17.0			—		—			—		17.0
Three Months Ended June 30, 2012
Revenue	$	54.5		$	—	$	—		$	—	$	54.5
Operating income (loss)	2.0			—		(5.4		)	—		(3.4		)
Depreciation and amortization	0.4			—		0.1			—		0.5
Interest expense	—			—		—			—		—
Tax benefit	—			—		1.8			—		1.8
Goodwill	19.1			—		—			—		19.1
Three Months Ended September 30, 2012
Revenue	$	71.0		$	—	$	—		$	—	$	71.0
Operating loss	(0.6		)	—		(8.7		)	—		(9.3		)
Depreciation and amortization	0.6			—		0.1			—		0.7
Interest expense	—			—		—			—		—
Tax benefit	(0.4		)	—		(6.1		)	—		(6.5		)
Goodwill	22.5			—		—			—		22.5
Three Months Ended December 31, 2012
Revenue	$	108.5		$	—	$	—		$	—	$	108.5
Operating loss	(0.9		)	—		(10.2		)	—		(11.1		)
Depreciation and amortization	1.1			—		0.2			—		1.3
Interest expense	—			—		3.2			—		3.2
Tax benefit	(0.2		)	—		(4.8		)	—		(5.0		)
Goodwill	55.9			—		—			—		55.9

Segment Reporting and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Selected Financial Data for Each of Operating Segments

The following schedule identifies select financial data for each of the Company’s reportable segments for the years ended December 31, 2014, 2013 and 2012, respectively (in millions):

XPO Logistics, Inc.

Segment Data

(In millions)



	Transportation			Logistics		Corporate			Eliminations		Total
Year Ended December 31, 2014
Revenue	$	2,140.0		$	216.6	$	—		$	—	$	2,356.6
Operating income (loss)	18.9			17.6		(77.4		)	—		(40.9		)
Depreciation and amortization	79.5			16.3		2.5			—		98.3
Interest expense	0.5			—		47.5			—		48.0
Tax provision (benefit)	0.8			—		(26.9		)	—		(26.1		)
Goodwill	577.0			352.3		—			—		929.3
Capital expenditures	13.4			24.0		7.2			—		44.6
Year Ended December 31, 2013
Revenue	$	702.3		$	—	$	—		$	—	$	702.3
Operating loss	(7.2		)	—		(45.1		)	—		(52.3		)
Depreciation and amortization	19.7			—		1.1			—		20.8
Interest expense	—			—		18.2			—		18.2
Tax benefit	(2.4		)	—		(20.1		)	—		(22.5		)
Goodwill	363.4			—		—			—		363.4
Capital expenditures	5.3			—		6.3			—		11.6
Year Ended December 31, 2012
Revenue	$	278.6		$	—	$	—		$	—	$	278.6
Operating income (loss)	2.4			—		(30.4		)	—		(28.0		)
Depreciation and amortization	2.3			—		0.4			—		2.7
Interest expense	—			—		3.2			—		3.2
Tax benefit	(0.6		)	—		(10.6		)	—		(11.2		)
Goodwill	55.9			—		—			—		55.9
Capital expenditures	3.0			—		4.0			—		7.0

Schedule of Revenues Generated by Geographical Area

The following table presents revenues generated by geographical area for the years ended December 31, 2014, 2013 and 2012, respectively (in millions):



	Year Ended December 31,
	2014		2013		2012
Revenue
United States	$	2,141.4	$	628.0	$	247.9
North America (excluding United States)	132.0		74.3		30.7
Asia	66.3		—		—
Other	16.9		—		—
Total	$	2,356.6	$	702.3	$	278.6

Conformed Historical Quarterly Segment Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

The Company’s unaudited results of operations for each of the quarters in the years ended December 31, 2014, 2013 and 2012 are summarized below (in millions, except per share data):

XPO Logistics, Inc.

Quarterly Financial Data

(In millions)



	March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014
Revenue	$	282.4		$	581.0		$	662.5		$	830.7
Operating expenses
Cost of purchased transportation and services	224.0			459.1			487.4			531.3
Direct operating expense	4.0			27.2			71.0			171.0
Sales, general and administrative expense	75.8			106.6			117.7			122.4
Total operating expenses	303.8			592.9			676.1			824.7
Operating (loss) income	(21.4		)	(11.9		)	(13.6		)	6.0
Other expense	0.1			0.3			0.3			0.1
Interest expense	10.1			3.4			17.8			16.7
Loss before income tax benefit	(31.6		)	(15.6		)	(31.7		)	(10.8		)
Income tax benefit	(3.3		)	(1.8		)	(20.1		)	(0.9		)
Net loss	(28.3		)	(13.8		)	(11.6		)	(9.9		)
Preferred stock beneficial conversion charge	—			—			—			(40.9		)
Cumulative preferred dividends	(0.8		)	(0.7		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(29.1	)	$	(14.5	)	$	(12.3	)	$	(51.5	)
Basic loss per share
Net loss	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)
Diluted loss per share
Net loss	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)



	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
Revenue	$	114.0		$	137.1		$	194.0		$	257.2
Operating expenses
Cost of purchased transportation and services	97.7			117.8			159.1			204.1
Direct operating expense	—			—			2.1			4.3
Sales, general and administrative expense	27.6			33.4			51.2			57.3
Total operating expenses	125.3			151.2			212.4			265.7
Operating loss	(11.3		)	(14.1		)	(18.4		)	(8.5		)
Other expense	0.1			0.2			—			0.2
Interest expense	3.1			3.1			6.4			5.6
Loss before income tax provision	(14.5		)	(17.4		)	(24.8		)	(14.3		)
Income tax benefit	0.2			0.1			(19.1		)	(3.7		)
Net loss	(14.7		)	(17.5		)	(5.7		)	(10.6		)
Cumulative preferred dividends	(0.8		)	(0.8		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(15.5	)	$	(18.3	)	$	(6.4	)	$	(11.3	)
Basic loss per share
Net loss	$	(0.85	)	$	(1.00	)	$	(0.28	)	$	(0.37	)
Diluted loss per share
Net loss	$	(0.85	)	$	(1.00	)	$	(0.28	)	$	(0.37	)



	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012
Revenue	$	44.6		$	54.5		$	71.0		$	108.5
Operating expenses
Cost of purchased transportation and services	37.8			46.1			61.1			92.8
Direct operating expense	—			—			—			—
Sales, general and administrative expense	11.0			11.8			19.2			26.8
Total operating expenses	48.8			57.9			80.3			119.6
Operating loss	(4.2		)	(3.4		)	(9.3		)	(11.1		)
Other expense	—			—			0.3			—
Interest expense	—			—			—			3.2
Loss before income tax provision	(4.2		)	(3.4		)	(9.6		)	(14.3		)
Income tax benefit	(1.5		)	1.8			(6.5		)	(5.0		)
Net loss	(2.7		)	(5.2		)	(3.1		)	(9.3		)
Cumulative preferred dividends	(0.8		)	(0.8		)	(0.7		)	(0.7		)
Net loss available to common stockholders	$	(3.5	)	$	(6.0	)	$	(3.8	)	$	(10.0	)
Basic loss per share
Net loss	$	(0.36	)	$	(0.34	)	$	(0.22	)	$	(0.57	)
Diluted loss per share
Net loss	$	(0.36	)	$	(0.34	)	$	(0.22	)	$	(0.57	)

The Company’s conformed unaudited segment financial data for each of the quarters in the years ended December 31, 2014, 2013 and 2012 are summarized below (in millions):

XPO Logistics, Inc.

Conformed Historical Quarterly Segment Data

(In millions)



	Transportation		Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2014
Revenue	$	282.4	$	—	$	—		$	—	$	282.4
Operating income (loss)	0.1		—		(21.5		)	—		(21.4		)
Depreciation and amortization	10.7		—		0.6			—		11.3
Interest expense	—		—		10.1			—		10.1
Tax provision (benefit)	0.6		—		(3.9		)	—		(3.3		)
Goodwill	539.1		—		—			—		539.1
Three Months Ended June 30, 2014
Revenue	$	581.0	$	—	$	—		$	—	$	581.0
Operating income (loss)	3.2		—		(15.1		)	—		(11.9		)
Depreciation and amortization	24.7		—		0.5			—		25.2
Interest expense	—		—		3.4			—		3.4
Tax benefit	—		—		(1.8		)	—		(1.8		)
Goodwill	540.7		—		—			—		540.7
Three Months Ended September 30, 2014
Revenue	$	612.4	$	50.1	$	—		$	—	$	662.5
Operating income (loss)	4.9		4.6		(23.1		)	—		(13.6		)
Depreciation and amortization	23.2		3.4		0.6			—		27.2
Interest expense	0.3		—		17.5			—		17.8
Tax benefit	0.1		—		(20.2		)	—		(20.1		)
Goodwill	566.3		352.2		—			—		918.5
Three Months Ended December 31, 2014
Revenue	$	664.2	$	166.5	$	—		$	—	$	830.7
Operating income (loss)	10.7		13.0		(17.7		)	—		6.0
Depreciation and amortization	20.9		12.9		0.8			—		34.6
Interest expense	0.2		—		16.5			—		16.7
Tax benefit	0.1		—		(1.0		)	—		(0.9		)
Goodwill	577.0		352.3		—			—		929.3



	Transportation			Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2013
Revenue	$	114.0		$	—	$	—		$	—	$	114.0
Operating loss	(2.7		)	—		(8.6		)	—		(11.3		)
Depreciation and amortization	1.3			—		0.2			—		1.5
Interest expense	—			—		3.1			—		3.1
Tax provision (benefit)	—			—		0.2			—		0.2
Goodwill	66.9			—		—			—		66.9
Three Months Ended June 30, 2013
Revenue	$	137.1		$	—	$	—		$	—	$	137.1
Operating loss	(3.3		)	—		(10.8		)	—		(14.1		)
Depreciation and amortization	1.6			—		0.2			—		1.8
Interest expense	—			—		3.1			—		3.1
Tax benefit	—			—		0.1			—		0.1
Goodwill	69.9			—		—			—		69.9
Three Months Ended September 30, 2013
Revenue	$	194.0		$	—	$	—		$	—	$	194.0
Operating loss	(4.3		)	—		(14.1		)	—		(18.4		)
Depreciation and amortization	8.1			—		0.3			—		8.4
Interest expense	—			—		6.4			—		6.4
Tax benefit	0.3			—		(19.4		)	—		(19.1		)
Goodwill	302.8			—		—			—		302.8
Three Months Ended December 31, 2013
Revenue	$	257.2		$	—	$	—		$	—	$	257.2
Operating income (loss)	3.1			—		(11.6		)	—		(8.5		)
Depreciation and amortization	8.7			—		0.4			—		9.1
Interest expense	—			—		5.6			—		5.6
Tax benefit	(2.7		)	—		(1.0		)	—		(3.7		)
Goodwill	363.4			—		—			—		363.4



	Transportation			Logistics		Corporate			Eliminations		Total
Three Months Ended March 31, 2012
Revenue	$	44.6		$	—	$	—		$	—	$	44.6
Operating income (loss)	1.9			—		(6.1		)	—		(4.2		)
Depreciation and amortization	0.2			—		—			—		0.2
Interest expense	—			—		—			—		—
Tax provision (benefit)	—			—		(1.5		)	—		(1.5		)
Goodwill	17.0			—		—			—		17.0
Three Months Ended June 30, 2012
Revenue	$	54.5		$	—	$	—		$	—	$	54.5
Operating income (loss)	2.0			—		(5.4		)	—		(3.4		)
Depreciation and amortization	0.4			—		0.1			—		0.5
Interest expense	—			—		—			—		—
Tax benefit	—			—		1.8			—		1.8
Goodwill	19.1			—		—			—		19.1
Three Months Ended September 30, 2012
Revenue	$	71.0		$	—	$	—		$	—	$	71.0
Operating loss	(0.6		)	—		(8.7		)	—		(9.3		)
Depreciation and amortization	0.6			—		0.1			—		0.7
Interest expense	—			—		—			—		—
Tax benefit	(0.4		)	—		(6.1		)	—		(6.5		)
Goodwill	22.5			—		—			—		22.5
Three Months Ended December 31, 2012
Revenue	$	108.5		$	—	$	—		$	—	$	108.5
Operating loss	(0.9		)	—		(10.2		)	—		(11.1		)
Depreciation and amortization	1.1			—		0.2			—		1.3
Interest expense	—			—		3.2			—		3.2
Tax benefit	(0.2		)	—		(4.8		)	—		(5.0		)
Goodwill	55.9			—		—			—		55.9

Organization - Additional Information (Detail)	Dec. 31, 2014 business
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of business units	2

Basis of Presentation and Significant Accounting Policies - Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Taxes and duties collected on behalf of customer	$ 23.3	$ 3.7	$ 2.4
Minimum
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Percentage of credit losses reimbursed to freight forwarding by independently owned stations	70.00%
Maximum
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Percentage of credit losses reimbursed to freight forwarding by independently owned stations	80.00%

Basis of Presentation and Significant Accounting Policies - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance	$ 3.5	$ 0.6	$ 0.4
Provision, charged to expense	6.9	2.6	0.9
Write-offs, less recoveries, and other adjustments	(0.6)	0.3	(0.7)
Ending balance	$ 9.8	$ 3.5	$ 0.6

Basis of Presentation and Significant Accounting Policies - Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Capitalized computer software, net	$ 70.1	$ 31.7

Basis of Presentation and Significant Accounting Policies - Estimated Useful Life of Assets (Detail)	12 Months Ended
	Dec. 31, 2014
Buildings and leasehold improvements \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	39 years
Vehicles
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	5 years
Rail cars, containers and chassis \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	15 years
Rail cars, containers and chassis \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	30 years
Machinery and equipment \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	5 years
Machinery and equipment \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	10 years
Office and warehouse equipment \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	5 years
Office and warehouse equipment \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	10 years
Computer software and equipment \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	3 years
Computer software and equipment \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful life	5 years

Basis of Presentation and Significant Accounting Policies - Goodwill and Intangible Assets with Indefinite Lives - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Dec. 31, 2014
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Discount rate used in reporting unit valuations			10.50%
Minimum
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Percentage of fair value in excess of carrying amount			20.00%
Maximum
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Percentage of fair value in excess of carrying amount			600.00%
Trade names
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Amortization of intangible assets, indefinite-lived, trade name	$ 3.3	$ 3.3

Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2014
Carrier relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	2 years
Minimum \| Customer lists and relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	3 years
Minimum \| Trade names
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	1 year
Minimum \| Other intangible assets
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	3 months
Maximum \| Customer lists and relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	14 years
Maximum \| Trade names
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	5 years
Maximum \| Other intangible assets
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	5 years
Weighted Average \| Customer lists and relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Weighted-Average Amortization Period	10 years 3 months 15 days
Weighted Average \| Carrier relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Weighted-Average Amortization Period	2 years
Weighted Average \| Trade names
Finite Lived Intangible Asset Useful Life [Line Items]
Weighted-Average Amortization Period	2 years 2 months 16 days
Weighted Average \| Non-compete agreements
Finite Lived Intangible Asset Useful Life [Line Items]
Weighted-Average Amortization Period	6 years 1 month 13 days
Weighted Average \| Other intangible assets
Finite Lived Intangible Asset Useful Life [Line Items]
Weighted-Average Amortization Period	4 years 2 months 27 days

Basis of Presentation and Significant Accounting Policies - Other Long-Term Assets - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2014	Aug. 25, 2014	Dec. 31, 2013
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Debt issuance costs	$ 15.0		$ 1.6
Long-term deposits	4.8		1.2
Favorable leasehold interests	2.9		0.0
Other	3.6		0.1
Total Other Long-Term Assets	$ 26.3		$ 2.9
Senior Notes Due 2019
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Debt instrument, interest rate, stated percentage	7.875%	7.875%
Debt issuance costs	$ 9.8
Convertible Senior Notes
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Debt instrument, interest rate, stated percentage	4.50%

Basis of Presentation and Significant Accounting Policies - Summary of Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Accrued purchased services	$ 18.9	$ 7.3
Accrued litigation reserves and insurance claims	17.3	0.4
Accrued interest	15.1	1.5
Accrued equipment costs	7.4	0.0
Accrued transportation and facility charges	4.9	0.0
Deferred revenue	2.1	0.0
Other accrued expenses	4.1	0.3
Total Accrued Expenses, Other	$ 69.8	$ 9.5

Basis of Presentation and Significant Accounting Policies - Other Long Term Liabilities (Detail) - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Acquisition-related holdbacks	$ 21.1	$ 22.5
Asset retirement obligations	7.5	0.0
Uncertain tax positions	6.7	0.9
Long-term portion of deferred rent liability	5.3	4.4
Unfavorable leasehold interests	5.2	0.2
Long-term portion of vacant rent liability	3.9	0.1
Unfavorable customer contract	3.8	0.0
Long-term workers compensation insurance claims	3.7	0.0
Other long-term liabilities	1.2	0.0
Total Other Long-Term Liabilities	$ 58.4	$ 28.1

Basis of Presentation and Significant Accounting Policies - Schedule of Change in Asset Retirement Obligation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2014 USD ($)
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at December 31, 2013	$ 0.0
Asset retirement obligation recorded in purchase accounting	7.1
Accretion expense	0.4
Liabilities settled	0.0
Revisions in estimated cash flows	0.0
Balance at December 31, 2014	$ 7.5

Basis of Presentation and Significant Accounting Policies - Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Money market funds	$ 330.8	$ 1.6

Basis of Presentation and Significant Accounting Policies - Estimated Fair Value of Financial Instruments - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Senior notes due 2019	$ 500,000,000	$ 0
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed	100.00%
Convertible debt, conversion rate, shares per $1000 in principal amount	60.8467
Convertible debt, conversion rate, principal amount increment	$ 1,000
Debt instrument, convertible, conversion price (in usd per share)	$ 16.43
Senior Notes Due 2019
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Senior notes due 2019	$ 500,000,000
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed	100.00%
Redemption price (as a percent)	103.938%
Percent of principal amount available to be redeemed with proceeds from equity offerings	40.00%
Redemption price with proceeds from equity offerings (as a percent)	107.875%
Convertible debt, fair value disclosures	$ 527,500,000
Convertible Debt
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Senior notes due 2019	106,800,000
Convertible debt, fair value disclosures	$ 271,300,000
Convertible debt, conversion rate, shares per $1000 in principal amount	60.8467
Convertible debt, conversion rate, principal amount increment	$ 1,000
Debt instrument, convertible, conversion price (in usd per share)	$ 16.43

Basis of Presentation and Significant Accounting Policies - Stock-Based Compensation - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2014
Accounting Policies [Abstract]
Expected dividend yield	0.00%

Acquisitions - New Breed Logistics - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Sep. 02, 2014	Jul. 29, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Business Acquisition [Line Items]
Acquisition of businesses, net of cash acquired			$ 814.0	$ 458.8	$ 57.2
New Breed Logistics
Business Acquisition [Line Items]
Consideration	$ 615.9
Working capital adjustment	1.1
Business combination, consideration transferred, shares of stock	30.1
Acquisition of businesses, net of cash acquired	$ 585.8
Business acquisition, equity interest issued or issuable, number of shares	1,060,598
Common stock, price per share (in usd per share)	$ 32.45
Cash consideration for acquisition	$ 615.8
New Breed Logistics \| Chief Executive Officer
Business Acquisition [Line Items]
Business combination, consideration transferred, shares of stock	$ 30.0	$ 30.0
Percentage of common stock	50.00%	50.00%

Acquisitions - Recognized Identified Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions	Sep. 02, 2014	Mar. 31, 2014	Dec. 28, 2013	Aug. 15, 2013	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012
Business Acquisition [Line Items]
Goodwill		$ 539.1			$ 929.3	$ 918.5	$ 540.7	$ 363.4	$ 302.8	$ 69.9	$ 66.9	$ 55.9	$ 22.5	$ 19.1	$ 17.0
New Breed Logistics
Business Acquisition [Line Items]
Consideration	$ 615.9
Cash and cash equivalents	1.8
Accounts receivable	112.1
Prepaid and other current assets	11.8
Income tax receivable	17.9
Restricted cash	8.5
Property and equipment	113.8
Other long-term assets	7.3
Accounts payable	(17.7)
Accrued expenses	(33.4)
Deferred tax liabilities, non-current	(78.1)
Other long-term liabilities	(9.6)
Goodwill	352.3
New Breed Logistics \| Trademarks/trade names
Business Acquisition [Line Items]
Intangible assets acquired	4.5
New Breed Logistics \| Contractual customer relationships
Business Acquisition [Line Items]
Intangible assets acquired	115.1
Contractual customer relationships liability	(5.6)
New Breed Logistics \| Non-contractual customer relationships
Business Acquisition [Line Items]
Intangible assets acquired	$ 15.2
Pacer International
Business Acquisition [Line Items]
Consideration		331.5
Cash and cash equivalents		22.3
Accounts receivable		118.8
Prepaid and other current assets		9.4
Deferred tax assets, current		5.7
Property and equipment		43.5
Other long-term assets		6.8
Accounts payable		(71.0)
Accrued salaries and wages		(3.1)
Accrued expenses		(33.5)
Other current liabilities		(2.0)
Deferred tax liabilities, non-current		(14.6)
Other long-term liabilities		(11.6)
Goodwill		188.4
Pacer International \| Trademarks/trade names
Business Acquisition [Line Items]
Intangible assets acquired		2.8
Pacer International \| Non-compete agreements
Business Acquisition [Line Items]
Intangible assets acquired		2.3
Pacer International \| Contractual customer relationships
Business Acquisition [Line Items]
Intangible assets acquired		66.3
Pacer International \| Non-contractual customer relationships
Business Acquisition [Line Items]
Intangible assets acquired		$ 1.0
National Logistics Management (NLM)
Business Acquisition [Line Items]
Consideration			$ 87.0
Cash and cash equivalents			7.4
Accounts receivable			36.0
Prepaid and other current assets			1.1
Property and equipment			13.6
Accounts payable			(43.5)
Other current liabilities			(0.6)
Goodwill			46.9
National Logistics Management (NLM) \| Trademarks/trade names
Business Acquisition [Line Items]
Intangible assets acquired			0.4
National Logistics Management (NLM) \| Non-compete agreements
Business Acquisition [Line Items]
Intangible assets acquired			0.5
National Logistics Management (NLM) \| Customer relationships
Business Acquisition [Line Items]
Intangible assets acquired			$ 25.2
3PD Holding, Inc
Business Acquisition [Line Items]
Consideration				$ 364.3
Cash and cash equivalents				1.0
Accounts receivable				30.3
Prepaid and other current assets				1.7
Deferred tax assets, current				0.6
Property and equipment				23.0
Other long-term assets				0.4
Accounts payable				(13.0)
Accrued salaries and wages				(1.7)
Accrued expenses				(4.2)
Other current liabilities				(5.5)
Deferred tax liabilities, non-current				(29.8)
Goodwill				231.3
3PD Holding, Inc \| Trademarks/trade names
Business Acquisition [Line Items]
Intangible assets acquired				5.9
3PD Holding, Inc \| Non-compete agreements
Business Acquisition [Line Items]
Intangible assets acquired				1.6
3PD Holding, Inc \| Customer relationships
Business Acquisition [Line Items]
Intangible assets acquired				110.6
3PD Holding, Inc \| Carrier relationships
Business Acquisition [Line Items]
Intangible assets acquired				$ 12.1

Acquisitions - Atlantic Central Logistics - Additional Information (Details) - USD ($) $ in Millions	Jul. 28, 2014	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012
Business Acquisition [Line Items]
Goodwill		$ 929.3	$ 918.5	$ 540.7	$ 539.1	$ 363.4	$ 302.8	$ 69.9	$ 66.9	$ 55.9	$ 22.5	$ 19.1	$ 17.0
Atlantic Central Logistics
Business Acquisition [Line Items]
Consideration	$ 36.2
Goodwill	25.5
Intangible assets acquired	$ 11.7

Acquisitions - Pacer International - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Common stock, par value (in usd per share)		$ 0.001	$ 0.001
Pacer International
Business Acquisition [Line Items]
Common stock, par value (in usd per share)	$ 0.01
Right to receive, price per share (in usd per share)	$ 6.00
Exchange ratio per share	0.1017
Baseline share price (in usd per share)	$ 3.00
Payment period of purchase consideration	10 days
Consideration	$ 331.5
Cash consideration for acquisition	223.3
Business acquisition, equity interest issued or issuable	$ 108.2
Business acquisition, equity interest issued or issuable, number of shares	3,688,246
Common stock, price per share (in usd per share)	$ 29.41
Total tax deductible goodwill	$ 323.2

Acquisitions - NLM - Additional Information (Detail) $ in Millions	Dec. 28, 2013 USD ($)
National Logistics Management (NLM)
Business Acquisition [Line Items]
Cash consideration for acquisition	$ 87.0

Acquisitions - Optima Service Solutions - Additional Information (Detail) - USD ($) $ in Millions		12 Months Ended
	Nov. 13, 2013	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Acquisitions		$ 566.2	$ 307.5
Optima Service Solutions
Business Acquisition [Line Items]
Cash consideration for acquisition	$ 26.6
Acquisitions	14.1
Intangible assets acquired	11.3
Optima Service Solutions \| Technology Asset
Business Acquisition [Line Items]
Property, plant and equipment	$ 0.9

Acquisitions - 3PD - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Aug. 15, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Business Acquisition [Line Items]
Acquisition of businesses, net of cash acquired		$ 814.0	$ 458.8	$ 57.2
3PD Holding, Inc
Business Acquisition [Line Items]
Cash consideration for acquisition	$ 364.3
Acquisition of businesses, net of cash acquired	333.2
Purchase consideration, deferred payments	22.5
Business combination, consideration transferred, shares of stock	$ 7.4
Common stock, price per share (in usd per share)	$ 21.99
Marketability discount of shares	$ 1.6
Working capital adjustment	1.2
Total tax deductible goodwill	$ 27.1
3PD Holding, Inc \| Restricted Stock
Business Acquisition [Line Items]
Restricted shares of common stock issued (in shares)	407,479

Acquisitions - Interide Logistics - Additional Information (Detail) - USD ($) $ in Millions		12 Months Ended
	May 06, 2013	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Acquisitions		$ 566.2	$ 307.5
Interide Logistics, LC [Member]
Business Acquisition [Line Items]
Cash consideration for acquisition	$ 3.1
Business acquisition, equity interest issued or issuable	0.6
Acquisitions	3.4
Intangible assets acquired	$ 1.7
Interide Logistics, LC [Member] \| Restricted Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, number of shares	36,878

Acquisitions - Covered Logistics & Transportation - Additional Information (Detail) - USD ($) $ in Millions		12 Months Ended
	Feb. 26, 2013	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Acquisitions		$ 566.2	$ 307.5
Covered Logistics & Transportation LLC (Covered Logistics)
Business Acquisition [Line Items]
Cash consideration for acquisition	$ 8.0
Business acquisition, equity interest issued or issuable	3.0
Acquisitions	7.4
Intangible assets acquired	$ 2.8
Covered Logistics & Transportation LLC (Covered Logistics) \| Restricted Stock
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, number of shares	173,712

Acquisitions - East Coast Air Charter - Additional Information (Detail) - USD ($) $ in Millions		12 Months Ended
	Feb. 08, 2013	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Acquisitions		$ 566.2	$ 307.5
East Coast Air Charter
Business Acquisition [Line Items]
Cash consideration for acquisition	$ 9.3
Acquisitions	3.8
Intangible assets acquired	$ 4.8

Acquisitions - Business Acquisition Pro Forma Information (Detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Business Combinations [Abstract]
Revenue	$ 2,979.9	$ 2,484.3
Operating loss	(24.0)	(24.7)
Net loss	$ (129.1)	$ (67.1)
Loss per common share
Basic (in usd per share)	$ (2.26)	$ (1.29)
Diluted (in usd per share)	$ (2.26)	$ (1.29)

Restructuring Charges - Summary of Restructuring Reserve (Details) $ in Millions	12 Months Ended
	Dec. 31, 2014 USD ($)
Restructuring Reserve [Roll Forward]
Reserve balance at December 31, 2013	$ 0.0
Charges incurred	11.4
Payments	(6.3)
Reserve balance at December 31, 2014	5.1
Contract termination
Restructuring Reserve [Roll Forward]
Reserve balance at December 31, 2013	0.0
Charges incurred	6.0
Payments	(2.2)
Reserve balance at December 31, 2014	3.8
Severance
Restructuring Reserve [Roll Forward]
Reserve balance at December 31, 2013	0.0
Charges incurred	5.4
Payments	(4.1)
Reserve balance at December 31, 2014	$ 1.3

Commitments and Contingencies - Additional Information (Detail)				12 Months Ended
	Jan. 28, 2015 USD ($) class_action claimant	Mar. 18, 2014 USD ($)	Jan. 16, 2014 class_action	Dec. 31, 2014 USD ($) claimant operator	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)
Loss Contingencies [Line Items]
Purchase obligation, future minimum payments, payments due				$ 8,300,000
Purchase obligation, future minimum payments, payments due in next twelve months				6,400,000
Purchase obligation, future minimum payments, payments due in next two years				1,700,000
Purchase obligation, future minimum payments, payments due in next three years				200,000
Purchase obligation expense				6,000,000	$ 0	$ 0
Operating leases, future minimum payments due				342,100,000
Operating leases, future minimum payments due, next twelve months				123,700,000
Operating leases, future minimum payments, due in two years				76,500,000
Operating leases, future minimum payments, due in three years				53,100,000
Operating leases, future minimum payments, due in four years				39,500,000
Operating leases, future minimum payments, due thereafter				49,300,000
Operating leases, rent expense				$ 82,300,000	$ 6,900,000	$ 1,900,000
Pacer International
Loss Contingencies [Line Items]
Number of owner operators \| operator				153
Amount claimed				$ 2,200,000
Number of claims heard by court \| claimant				7
Number of substantially identical putative class actions filed \| class_action			5
Plaintiff attorneys' fees paid		$ 600,000
Subsequent Event \| Pacer International
Loss Contingencies [Line Items]
Amount claimed	$ 2,000,000
Number of claims heard by court \| claimant	175
Number of class actions related to remaining claimants \| class_action	3
Maximum \| Pacer International
Loss Contingencies [Line Items]
Number of claims heard by court \| claimant				600

Debt - Additional Information (Detail)	12 Months Ended
Debt - Additional Information (Detail)	Dec. 31, 2014 USD ($) day $ / shares shares	Aug. 25, 2014 USD ($)	Dec. 31, 2013 USD ($) shares	Oct. 18, 2013 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 608,800,000		$ 211,100,000
Total unamortized debt issuance costs	$ 15,000,000		1,600,000
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed	100.00%
Convertible debt, redemption terms, make whole premium payment, discount rate	4.50%
Line of credit facility, amount drawn	$ 0		75,000,000
Senior notes due 2019	$ 500,000,000		$ 0
Common stock, shares issued \| shares	77,421,683		30,583,073
Convertible debt, conversion rate, shares per $1000 in principal amount \| shares	60.8467
Convertible debt, conversion rate, principal amount increment	$ 1,000
Debt instrument, convertible, conversion price (in usd per share) \| $ / shares	$ 16.43
Convertible debt, redemption terms, common stock market price as a percent of the conversion price	130.00%
Threshold trading days \| day	20
Threshold consecutive trading days	30 days
Portion of Debt Issuance Allocated to Equity
Debt Instrument [Line Items]
Debt instrument, convertible, carrying amount of equity component	$ 27,100,000
Convertible Debt
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	4.50%
Senior notes due 2019	$ 106,800,000
Convertible debt, conversion rate, shares per $1000 in principal amount \| shares	60.8467
Convertible debt, conversion rate, principal amount increment	$ 1,000
Debt instrument, convertible, conversion price (in usd per share) \| $ / shares	$ 16.43
Convertible Debt \| Other Noncurrent Assets
Debt Instrument [Line Items]
Total unamortized debt issuance costs	$ 2,100,000
Convertible Senior Notes
Debt Instrument [Line Items]
Redemption price (as a percent)	100.00%
Common stock, shares issued \| shares	1,640,908
Aggregate value of convertible notes	$ 27,000,000
Portion of Debt Issuance Allocated to Long-Term Debt
Debt Instrument [Line Items]
Convertible debt	$ 22,100,000
Maximum
Debt Instrument [Line Items]
Fixed charge coverage ratio (not less than)	1.00
Multi Currency Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Undrawn commitment fee percentage	0.25%
Multi Currency Revolving Credit Facility \| Minimum \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	1.75%
Multi Currency Revolving Credit Facility \| Minimum \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	0.75%
Multi Currency Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Undrawn commitment fee percentage	0.375%
Multi Currency Revolving Credit Facility \| Maximum \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	2.25%
Multi Currency Revolving Credit Facility \| Maximum \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	1.25%
Senior Notes Due 2019
Debt Instrument [Line Items]
Long-term debt	$ 500,000,000	$ 500,000,000	$ 0
Debt instrument, interest rate, stated percentage	7.875%	7.875%
Total unamortized debt issuance costs	$ 9,800,000
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed	100.00%
Convertible debt, redemption terms, make whole premium payment, discount rate	1.00%
Redemption price (as a percent)	103.938%
Percent of principal amount available to be redeemed with proceeds from equity offerings	40.00%
Redemption price with proceeds from equity offerings (as a percent)	107.875%
Minimum amount of debt outstanding, percentage	60.00%
Senior notes due 2019	$ 500,000,000
Senior Notes Due 2019 \| Treasury Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	50.00%
Amended Credit Agreement
Debt Instrument [Line Items]
Total unamortized debt issuance costs	$ 3,100,000
Line of credit facility, amount drawn	0
Amended Credit Agreement \| Multi Currency Revolving Credit Facility
Debt Instrument [Line Items]
Secured revolving loan credit agreement amount	415,000,000			$ 125,000,000
Increase in principal amount of credit agreement	100,000,000
Outstanding letters of credit	14,100,000
Line of credit, collateralized amount	$ 4,900,000

Debt - Schedule of Debt Obligations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Aug. 25, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Convertible senior notes, interest rates	4.50%
Convertible senior notes, term	60 months
Convertible senior notes	$ 106,800		$ 133,700
Revolving credit facility, interest rates	4.38%
Revolving credit facility, term	60 months
Revolving credit facility	$ 0		75,000
Notes payable	$ 1,800		2,200
Capital leases for equipment, interest rates	14.22%
Capital leases for equipment, term	59 months
Capital leases for equipment	$ 200		200
Total debt	608,800		211,100
Less: unamortized discount on convertible senior notes	(14,900)		(27,400)
Less: current maturities of long-term debt	(1,800)		(2,000)
Total long-term debt, net of current maturities	$ 592,100		181,700
Senior Notes Due 2019
Debt Instrument [Line Items]
Senior Notes, interest rates	7.875%	7.875%
Senior Notes, term	60 months
Total debt	$ 500,000	$ 500,000	$ 0

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property and Equipment, at cost	$ 269.2	$ 68.4
Less: Accumulated depreciation	(47.3)	(11.8)
Total Property and Equipment, net	221.9	56.6
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property and Equipment, at cost	33.2	9.1
Vehicles
Property, Plant and Equipment [Line Items]
Property and Equipment, at cost	4.4	2.7
Rail cars, containers and chassis
Property, Plant and Equipment [Line Items]
Property and Equipment, at cost	13.0	0.0
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and Equipment, at cost	44.4	0.0
Office and warehouse equipment
Property, Plant and Equipment [Line Items]
Property and Equipment, at cost	32.9	7.1
Computer software and equipment
Property, Plant and Equipment [Line Items]
Property and Equipment, at cost	$ 141.3	$ 49.5

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Depreciation	$ 35.8	$ 6.7	$ 1.4

Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Indefinite lived intangibles:
Trade name	$ 0.0	$ 3.3
Definite lived intangibles:
Customer lists and relationships	376.6	168.7
Carrier relationships	12.1	12.1
Trade name	15.4	8.0
Non-compete agreements	9.8	6.3
Other intangible assets	2.2	2.2
Intangible assets, gross	416.1	197.3
Less: Accumulated amortization	(74.6)	(15.4)
Intangible assets, net	341.5	181.9
Total Identifiable Intangibles	$ 341.5	$ 185.2

Intangible Assets - Estimated Future Amortization Expense for Amortizable Intangible Assets (Details) $ in Millions	Dec. 31, 2014 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Estimated future amortization expense 2015	$ 66.0
Estimated future amortization expense 2016	52.2
Estimated future amortization expense 2017	41.3
Estimated future amortization expense 2018	38.8
Estimated future amortization expense 2019	$ 37.1

Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Selling, general and administrative expense	$ 62.5	$ 14.1	$ 1.3

Goodwill - Schedule of Goodwill (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Goodwill [Roll Forward]
Goodwill at beginning of period	$ 363.4	$ 55.9
Acquisitions	566.2	307.5
Other adjustments	(0.3)
Goodwill at end of period	929.3	363.4
Transportation
Goodwill [Roll Forward]
Goodwill at beginning of period	363.4	55.9
Acquisitions	213.9	307.5
Other adjustments	(0.3)
Goodwill at end of period	577.0	363.4
Logistics
Goodwill [Roll Forward]
Goodwill at beginning of period	0.0	0.0
Acquisitions	352.3	0.0
Other adjustments	0.0
Goodwill at end of period	$ 352.3	$ 0.0

Stockholder's Equity - Additional Information (Detail) - USD ($)								12 Months Ended
	Dec. 23, 2014	Sep. 17, 2014	Feb. 11, 2014	Feb. 05, 2014	Aug. 16, 2013	Aug. 13, 2013	Mar. 20, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 11, 2014
Stockholders Equity [Line Items]
Common stock, shares issued								77,421,683	30,583,073
Common stock, par value (in usd per share)								$ 0.001	$ 0.001
Preferred stock, shares issued								73,335	74,175
Preferred stock, par value (in usd per share)								$ 0.001	$ 0.001
Consideration received on transaction, net of issuance costs	$ 0	$ 684,200,000
Aggregate common shares issued upon conversion	12,128,115	12,128,115
Common stock, price per share (in usd per share)											$ 34.05
Allocated intrinsic value											$ 40,900,000
Equity issuance, per share amount (in usd per share)			$ 25.00	$ 25.00	$ 22.75	$ 22.75	$ 15.75
Proceeds from issuance of common stock			$ 413,200,000			$ 239,500,000	$ 137,000,000	$ 733,800,000	$ 239,500,000	$ 137,000,000
Purchased Common Shares
Stockholders Equity [Line Items]
Common stock, shares issued		10,702,934
Common stock, par value (in usd per share)		$ 0.001
Preferred stock, shares issued		371,848
Shares issued, price per share (in usd per share)		$ 30.66
Proceeds from issuance of private placement		$ 328,000,000
Purchased Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, par value (in usd per share)		$ 0.001
Shares issued, price per share (in usd per share)		$ 1,000
Proceeds from issuance of private placement		$ 372,000,000
Conversion price (in usd per share)		$ 30.66
Discount rate (as a percent)		5.00%
Trailing trading days		20 days
Common Stock
Stockholders Equity [Line Items]
Stock issued during period, new issues				15,000,000		9,694,027	9,200,000	27,953,000	11,148,000	9,200,000
Shares issued and sold as a result of the full exercise of the underwriters' over-allotment option			2,250,000		1,454,104		1,200,000

Stock-Based Compensation - Additional Information (Detail) - USD ($)		12 Months Ended
	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	May 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 7,500,000	$ 4,700,000	$ 4,400,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, vested and exercisable, number of shares		839,145
Unrecognized compensation cost		$ 2,500,000
Options, vested and exercisable, intrinsic value		25,800,000
Options, exercised, intrinsic value		1,700,000	800,000	600,000
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		9,000,000
Stock-based compensation expense		5,800,000	3,200,000	3,300,000
Restricted stock units, vested, fair value		$ 9,900,000	$ 5,100,000	$ 3,400,000
Restricted stock units, outstanding (in shares)		692,823	901,655	883,816		695,000
Restricted stock units, shares vested		295,600	219,875	231,875
Unrecognized compensation cost, period for recognition		1 year 11 months 1 day
Restricted Stock Units Subject to Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, outstanding (in shares)		452,109
Restricted Stock Units Subject to Service and Market Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, outstanding (in shares)		240,714
Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 0	$ 0	$ 0
Restricted stock units, outstanding (in shares)		1,563,951	450,000	0		0
Restricted stock units, shares vested		0	0	0
Unrecognized compensation cost, amount not deemed probable		$ 29,400,000
Performance-based Restricted Stock Units Subject To Service, Market and Performance Based Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, outstanding (in shares)		1,455,370
Performance-based Restricted Stock Units Subject To Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, outstanding (in shares)		108,581
Employee and Officer \| Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, life		10 years
Employee and Officer \| Minimum \| Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period		3 years
Employee and Officer \| Maximum \| Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period		5 years
Director \| Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period		1 year
Options, life		10 years
2011 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized					4,000,000
Shares available for issuance		1,000,000
New Breed Logistics \| 2011 Plan \| Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, shares granted		367,705
Pacer International \| 2011 Plan \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, shares granted		122,569
Restricted stock units, vesting percentage	25.00%	75.00%
Pacer International \| 2011 Plan \| Restricted Stock Units \| 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, vesting percentage		33.40%
Pacer International \| 2011 Plan \| Restricted Stock Units \| 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, vesting percentage		33.30%
Pacer International \| 2011 Plan \| Restricted Stock Units \| 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, vesting percentage		33.30%
3PD Holding, Inc \| 2011 Plan \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, shares granted		150,000
3PD Holding, Inc \| 2011 Plan \| Restricted Stock Units and Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, shares granted		600,000
3PD Holding, Inc \| 2011 Plan \| Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, shares granted		450,000

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 7.5	$ 4.7	$ 4.4
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
2015	1.2
2016	0.9
2017	0.2
2018	0.1
2019	0.1
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	5.8	$ 3.2	$ 3.3
2015	5.2
2016	3.2
2017	0.4
2018	0.2
2019	$ 0.0

Stock-Based Compensation - Schedule of Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average dividend yield	0.00%
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average risk-free interest rate	1.90%	1.60%	1.00%
Weighted average volatility	50.50%	51.00%	51.70%
Weighted average dividend yield	0.00%	0.00%	0.00%
Weighted average term (in years)	6 years 5 months 9 days	6 years 5 months 9 days	6 years 5 months 19 days
Restricted Stock Units and Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average risk-free interest rate	1.20%	1.00%
Weighted average volatility	44.30%	50.00%
Weighted average dividend yield	0.00%	0.00%
Weighted average term (in years)	3 years 7 months 2 days	3 years 9 months 11 days

Stock-Based Compensation - Equity Awards Outstanding and Exercisable (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Options
Options Outstanding
Options, outstanding at beginning of period (in shares)	1,421,520	1,383,332	1,381,958
Options, granted (in shares)	50,000	111,000	296,000
Options, exercised (in shares)	(74,531)	(57,464)	(185,139)
Options, forfeited (in shares)	(52,194)	(15,348)	(109,487)
Options, outstanding at end of period (in shares)	1,344,795	1,421,520	1,383,332	1,381,958
Options, exercisable (in shares)	839,145
Options, Weighted Average Exercise Price
Options, weighted average exercise price, beginning of period (in usd per share)	$ 11.02	$ 10.06	$ 8.53
Options, weighted average exercise price, granted (in usd per share)	27.48	20.18	15.10
Options, weighted average exercise price, exercised (in usd per share)	6.83	4.59	5.15
Options, weighted average exercise price, forfeited (in usd per share)	15.21	14.25	12.63
Options, weighted average exercise price, end of period (in usd per share)	11.70	11.02	10.06	$ 8.53
Options, weighted average exercise price, exercisable (in usd per share)	10.17
Options, Weighted Average Grant Date Fair Value
Options, weighted average grant date fair value at beginning of period (in usd per share)	6.01	5.50	4.81
Options, weighted average grant date fair value, granted (in usd per share)	14.37	10.13	7.45
Options, weighted average grant date fair value, exercised (in usd per share)	18.43	11.62	6.71
Options, weighted average grant date fair value, forfeited (in usd per share)	7.50	6.99	6.20
Options, weighted average grant date fair value at end of period (in usd per share)	6.04	$ 6.01	$ 5.50	$ 4.81
Options, weighted average grant date fair value, exercisable (in usd per share)	$ 5.42
Options, Weighted Average Remaining Term
Options, outstanding, weighted average remaining term	6 years 10 months 2 days	6 years 11 months 5 days	8 years 3 months 15 days	9 years
Options, exercisable, weighted average remaining contractual term	6 years 4 months 21 days
Stock Options \| Minimum
Options, Weighted Average Exercise Price
Options, weighted average exercise price, beginning of period (in usd per share)	$ 2.28	$ 2.28	$ 2.28
Options, weighted average exercise price, granted (in usd per share)	23.31	16.57	11.46
Options, weighted average exercise price, exercised (in usd per share)	2.96	2.96	2.96
Options, weighted average exercise price, forfeited (in usd per share)	10.53	6.08	3.48
Options, weighted average exercise price, end of period (in usd per share)	2.68	2.28	2.28	$ 2.28
Options, weighted average exercise price, exercisable (in usd per share)	2.68
Stock Options \| Maximum
Options, Weighted Average Exercise Price
Options, weighted average exercise price, beginning of period (in usd per share)	23.19	18.07	18.07
Options, weighted average exercise price, granted (in usd per share)	31.28	23.19	18.07
Options, weighted average exercise price, exercised (in usd per share)	17.10	6.08	10.56
Options, weighted average exercise price, forfeited (in usd per share)	31.28	16.57	16.92
Options, weighted average exercise price, end of period (in usd per share)	27.87	$ 23.19	$ 18.07	$ 18.07
Options, weighted average exercise price, exercisable (in usd per share)	$ 22.03
Restricted Stock Units
Restricted Stock Units, Shares
Restricted stock units, shares at beginning of period	901,655	883,816	695,000
Restricted stock units, shares, granted	175,773	305,714	420,691
Restricted stock units, shares, vested	(295,600)	(219,875)	(231,875)
Restricted stock units, shares, forfeited	(89,005)	(68,000)	0
Restricted stock units, shares at end of period	692,823	901,655	883,816	695,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Restricted stock, weighted average grant date fair value at beginning of period (in usd per share)	$ 13.26	$ 11.31	$ 10.33
Restricted stock, weighted average grant date fair value, granted (in usd per share)	29.81	14.38	12.78
Restricted stock, weighted average grant date fair value, exercised (in usd per share)	14.98	11.64	11.04
Restricted stock, weighted average grant date fair value, forfeited (in usd per share)	14.94	10.65	0.00
Restricted stock, weighted average grant date fair value at end of period (in usd per share)	$ 15.23	$ 13.26	$ 11.31	$ 10.33
Performance-based Restricted Stock Units
Restricted Stock Units, Shares
Restricted stock units, shares at beginning of period	450,000	0	0
Restricted stock units, shares, granted	1,114,951	450,000	0
Restricted stock units, shares, vested	0	0	0
Restricted stock units, shares, forfeited	(1,000)	0	0
Restricted stock units, shares at end of period	1,563,951	450,000	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Restricted stock, weighted average grant date fair value at beginning of period (in usd per share)	$ 13.26	$ 0.00	$ 0.00
Restricted stock, weighted average grant date fair value, granted (in usd per share)	23.19	15.15	0.00
Restricted stock, weighted average grant date fair value, exercised (in usd per share)	0.00	0.00	0.00
Restricted stock, weighted average grant date fair value, forfeited (in usd per share)	27.61	0.00	0.00
Restricted stock, weighted average grant date fair value at end of period (in usd per share)	$ 20.86	$ 13.26	$ 0.00	$ 0.00

Income Taxes - Schedule of Income before Income Tax, Related to Domestic and Foreign (Detail) - USD ($) $ in Millions	3 Months Ended												12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operations
U.S. domestic													$ (87.2)	$ (69.2)	$ (29.4)
Foreign													(2.5)	(1.8)	(2.1)
Loss before income tax benefit	$ (10.8)	$ (31.7)	$ (15.6)	$ (31.6)	$ (14.3)	$ (24.8)	$ (17.4)	$ (14.5)	$ (14.3)	$ (9.6)	$ (3.4)	$ (4.2)	$ (89.7)	$ (71.0)	$ (31.5)

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Millions	3 Months Ended												12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Current
Federal													$ 0.0	$ 0.0	$ (2.2)
State													3.4	0.3	0.1
Foreign													0.5	(0.1)	(0.8)
Total Current													3.9	0.2	(2.9)
Deferred
Federal													(27.8)	(22.1)	(7.5)
State													(2.7)	(0.6)	(0.9)
Foreign													0.5	0.0	0.1
Total Deferred													(30.0)	(22.7)	(8.3)
Total income tax provision	$ (0.9)	$ (20.1)	$ (1.8)	$ (3.3)	$ (3.7)	$ (19.1)	$ 0.1	$ 0.2	$ (5.0)	$ (6.5)	$ 1.8	$ (1.5)	$ (26.1)	$ (22.5)	$ (11.2)

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
U.S. Federal statutory tax rate	35.00%	34.00%	34.00%
State and local taxes, net	0.70%	0.60%	3.60%
Transaction expense	(1.70%)	(1.10%)	(0.70%)
Loss on convertible debt	(2.10%)	(1.10%)	0.00%
Change in valuation allowance	(1.40%)	(0.60%)	(1.60%)
Change in uncertain tax position provision	0.40%	0.30%	1.10%
All other non-deductible items	(1.30%)	(0.20%)	(0.50%)
Foreign tax rate differences	(0.50%)	(0.20%)	(0.30%)
Net effective tax rate	29.10%	31.70%	35.60%

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended												12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Contingency [Line Items]
Effective income tax rate, continuing operations													29.10%	31.70%	35.60%
U.S. Federal statutory tax rate													35.00%	34.00%	34.00%
Income tax expense (benefit)	$ (900,000)	$ (20,100,000)	$ (1,800,000)	$ (3,300,000)	$ (3,700,000)	$ (19,100,000)	$ 100,000	$ 200,000	$ (5,000,000)	$ (6,500,000)	$ 1,800,000	$ (1,500,000)	$ (26,100,000)	$ (22,500,000)	$ (11,200,000)
Deferred tax assets, valuation allowance	7,100,000				2,600,000								7,100,000	2,600,000
Deferred tax assets, change in valuation allowance														4,500,000
Unrecognized tax benefits that would impact effective tax rate	2,000,000				800,000								2,000,000	800,000
Unrecognized tax benefits	6,200,000				800,000				$ 600,000				6,200,000	800,000	$ 600,000
Unrecognized tax benefit that would not affect the tax rate upon favorable resolution	3,600,000												3,600,000
Internal Revenue Service (IRS)
Income Tax Contingency [Line Items]
Operating loss carryforwards	195,400,000				104,900,000								195,400,000	104,900,000
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards	13,400,000				4,800,000								13,400,000	4,800,000
Tax credit carryforwards	1,500,000				0								1,500,000	0
Federal and State
Income Tax Contingency [Line Items]
Adjustments to additional paid in capital, income tax benefit from share-based compensation													15,700,000
Foreign Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards	2,400,000				1,300,000								2,400,000	1,300,000
Deferred tax assets, valuation allowance	2,300,000				1,000,000								2,300,000	1,000,000
Net Operating Losses
Income Tax Contingency [Line Items]
Income tax expense (benefit)													61,700,000
Net Operating Losses - Amount Recorded As A Current Receivable To Be Carried Back Against Prior Year Tax Returns
Income Tax Contingency [Line Items]
Income tax expense (benefit)													14,700,000
Domestic Tax Authority
Income Tax Contingency [Line Items]
Tax credit carryforwards	1,800,000				300,000								1,800,000	300,000
Deferred tax assets, valuation allowance	$ 4,800,000				$ 1,600,000								$ 4,800,000	$ 1,600,000

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions	Dec. 31, 2014	Dec. 31, 2013
Deferred tax assets
Net operating loss carryforward	$ 74.3	$ 37.1
Accrued expenses	13.2	3.7
Other	13.4	4.9
Total deferred tax asset	100.9	45.7
Valuation allowance	(7.1)	(2.6)
Total deferred tax asset, net	93.8	43.1
Deferred tax liabilities
Intangible assets	(110.5)	(39.6)
Property & equipment	(41.9)	(6.3)
Other	(6.7)	(9.3)
Total deferred tax liability	(159.1)	(55.2)
Net deferred tax liability	$ (65.3)	$ (12.1)

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Uncertain tax positions, beginning of the year	$ 0.8	$ 0.6
Additions for tax positions of prior years	0.0	0.4
Additions for tax positions from acquisitions	5.8	0.0
Reductions due to the statute of limitations	(0.4)	(0.2)
Uncertain tax positions, end of the year	$ 6.2	$ 0.8

Earnings per Share - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Earnings Per Share [Line Items]
Convertible preferred stock par value (in usd per share)	$ 0.001	$ 0.001
Assumed average market price per share exercise of warrants treasury method (in usd per share)	31.30	$ 19.69	$ 15.01
Series A Convertible Preferred Stock
Earnings Per Share [Line Items]
Convertible preferred stock par value (in usd per share)	$ 0.001

Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Earnings Per Share [Abstract]
Basic common stock outstanding	53,629,962	22,752,320	15,694,430
Potentially Dilutive Securities:
Shares underlying the conversion of preferred stock to common stock	10,483,052	10,607,309	10,695,326
Shares underlying the conversion of the convertible senior notes	7,342,864	8,623,331	2,238,758
Shares underlying warrants to purchase common stock	8,202,468	6,900,642	5,717,284
Shares underlying stock options to purchase common stock	555,977	356,815	473,421
Shares underlying restricted stock units and performance-based restricted stock units	797,026	367,183	249,139
Antidilutive shares excluded from the computation of earnings per share	27,381,387	26,855,280	19,373,928
Diluted weighted shares outstanding	81,011,349	49,607,600	35,068,358

Related Party Transactions - Additional Information (Detail) $ in Millions		12 Months Ended
	Aug. 15, 2013 USD ($)	Dec. 31, 2014 USD ($) entity
Louis DeJoy
Related Party Transaction [Line Items]
Number of entities owned by related party \| entity		2
Payments recorded associated with lease agreements with related parties		$ 0.7
James J. Martell \| Restricted Stock
Related Party Transaction [Line Items]
Investment received from related party	$ 0.7

Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended												12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Revenue	$ 830.7	$ 662.5	$ 581.0	$ 282.4	$ 257.2	$ 194.0	$ 137.1	$ 114.0	$ 108.5	$ 71.0	$ 54.5	$ 44.6	$ 2,356.6	$ 702.3	$ 278.6
Operating expenses
Cost of purchased transportation and services	531.3	487.4	459.1	224.0	204.1	159.1	117.8	97.7	92.8	61.1	46.1	37.8	1,701.8	578.7	237.8
Direct operating expense	171.0	71.0	27.2	4.0	4.3	2.1	0.0	0.0	0.0	0.0	0.0	0.0	273.2	6.4	0.0
Sales, general and administrative expense	122.4	117.7	106.6	75.8	57.3	51.2	33.4	27.6	26.8	19.2	11.8	11.0	422.5	169.5	68.8
Total operating expenses	824.7	676.1	592.9	303.8	265.7	212.4	151.2	125.3	119.6	80.3	57.9	48.8	2,397.5	754.6	306.6
Operating loss	6.0	(13.6)	(11.9)	(21.4)	(8.5)	(18.4)	(14.1)	(11.3)	(11.1)	(9.3)	(3.4)	(4.2)	(40.9)	(52.3)	(28.0)
Other expense	0.1	0.3	0.3	0.1	0.2	0.0	0.2	0.1	0.0	0.3	0.0	0.0	0.8	0.5	0.3
Interest expense	16.7	17.8	3.4	10.1	5.6	6.4	3.1	3.1	3.2	0.0	0.0	0.0	48.0	18.2	3.2
Loss before income tax benefit	(10.8)	(31.7)	(15.6)	(31.6)	(14.3)	(24.8)	(17.4)	(14.5)	(14.3)	(9.6)	(3.4)	(4.2)	(89.7)	(71.0)	(31.5)
Income tax benefit	(0.9)	(20.1)	(1.8)	(3.3)	(3.7)	(19.1)	0.1	0.2	(5.0)	(6.5)	1.8	(1.5)	(26.1)	(22.5)	(11.2)
Net loss	(9.9)	(11.6)	(13.8)	(28.3)	(10.6)	(5.7)	(17.5)	(14.7)	(9.3)	(3.1)	(5.2)	(2.7)	(63.6)	(48.5)	(20.3)
Preferred stock beneficial conversion charge	(40.9)	0.0	0.0	0.0									(40.9)	0.0	0.0
Cumulative preferred dividends	(0.7)	(0.7)	(0.7)	(0.8)	(0.7)	(0.7)	(0.8)	(0.8)	(0.7)	(0.7)	(0.8)	(0.8)	(2.9)	(3.0)	(3.0)
Net loss available to common stockholders	$ (51.5)	$ (12.3)	$ (14.5)	$ (29.1)	$ (11.3)	$ (6.4)	$ (18.3)	$ (15.5)	$ (10.0)	$ (3.8)	$ (6.0)	$ (3.5)	$ (107.4)	$ (51.5)	$ (23.3)
Basic loss per share
Net loss (in usd per share)	$ (0.77)	$ (0.23)	$ (0.28)	$ (0.70)	$ (0.37)	$ (0.28)	$ (1.00)	$ (0.85)	$ (0.57)	$ (0.22)	$ (0.34)	$ (0.36)	$ (2.00)	$ (2.26)	$ (1.49)
Diluted loss per share
Net loss (in usd per share)	$ (0.77)	$ (0.23)	$ (0.28)	$ (0.70)	$ (0.37)	$ (0.28)	$ (1.00)	$ (0.85)	$ (0.57)	$ (0.22)	$ (0.34)	$ (0.36)	$ (2.00)	$ (2.26)	$ (1.49)

Segment Reporting and Geographic Information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2014 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Segment Reporting and Geographic Information - Selected Financial Data for Each of Operating Segments (Detail) - USD ($) $ in Millions	3 Months Ended												12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Revenue	$ 830.7	$ 662.5	$ 581.0	$ 282.4	$ 257.2	$ 194.0	$ 137.1	$ 114.0	$ 108.5	$ 71.0	$ 54.5	$ 44.6	$ 2,356.6	$ 702.3	$ 278.6
Operating income (loss)	6.0	(13.6)	(11.9)	(21.4)	(8.5)	(18.4)	(14.1)	(11.3)	(11.1)	(9.3)	(3.4)	(4.2)	(40.9)	(52.3)	(28.0)
Depreciation and amortization	34.6	27.2	25.2	11.3	9.1	8.4	1.8	1.5	1.3	0.7	0.5	0.2	98.3	20.8	2.7
Interest expense	16.7	17.8	3.4	10.1	5.6	6.4	3.1	3.1	3.2	0.0	0.0	0.0	48.0	18.2	3.2
Tax provision (benefit)	(0.9)	(20.1)	(1.8)	(3.3)	(3.7)	(19.1)	0.1	0.2	(5.0)	(6.5)	1.8	(1.5)	(26.1)	(22.5)	(11.2)
Goodwill	929.3	918.5	540.7	539.1	363.4	302.8	69.9	66.9	55.9	22.5	19.1	17.0	929.3	363.4	55.9
Capital expenditures													44.6	11.6	7.0
Transportation
Segment Reporting Information [Line Items]
Goodwill	577.0				363.4				55.9				577.0	363.4	55.9
Logistics
Segment Reporting Information [Line Items]
Goodwill	352.3				0.0				0.0				352.3	0.0	0.0
Operating Segments
Segment Reporting Information [Line Items]
Goodwill					0.0									0.0
Capital expenditures														0.0
Operating Segments \| Transportation
Segment Reporting Information [Line Items]
Revenue	664.2	612.4	581.0	282.4	257.2	194.0	137.1	114.0	108.5	71.0	54.5	44.6	2,140.0	702.3	278.6
Operating income (loss)	10.7	4.9	3.2	0.1	3.1	(4.3)	(3.3)	(2.7)	(0.9)	(0.6)	2.0	1.9	18.9	(7.2)	2.4
Depreciation and amortization	20.9	23.2	24.7	10.7	8.7	8.1	1.6	1.3	1.1	0.6	0.4	0.2	79.5	19.7	2.3
Interest expense	0.2	0.3	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.5	0.0	0.0
Tax provision (benefit)	0.1	0.1	0.0	0.6	(2.7)	0.3	0.0	0.0	(0.2)	(0.4)	0.0	0.0	0.8	(2.4)	(0.6)
Goodwill	577.0	566.3	540.7	539.1	363.4	302.8	69.9	66.9	55.9	22.5	19.1	17.0	577.0	363.4	55.9
Capital expenditures													13.4	5.3	3.0
Operating Segments \| Logistics
Segment Reporting Information [Line Items]
Revenue	166.5	50.1	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	216.6	0.0	0.0
Operating income (loss)	13.0	4.6	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	17.6	0.0	0.0
Depreciation and amortization	12.9	3.4	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	16.3	0.0	0.0
Interest expense	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Tax provision (benefit)	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Goodwill	352.3	352.2	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	352.3	0.0	0.0
Capital expenditures													24.0		0.0
Corporate
Segment Reporting Information [Line Items]
Revenue	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Operating income (loss)	(17.7)	(23.1)	(15.1)	(21.5)	(11.6)	(14.1)	(10.8)	(8.6)	(10.2)	(8.7)	(5.4)	(6.1)	(77.4)	(45.1)	(30.4)
Depreciation and amortization	0.8	0.6	0.5	0.6	0.4	0.3	0.2	0.2	0.2	0.1	0.1	0.0	2.5	1.1	0.4
Interest expense	16.5	17.5	3.4	10.1	5.6	6.4	3.1	3.1	3.2	0.0	0.0	0.0	47.5	18.2	3.2
Tax provision (benefit)	(1.0)	(20.2)	(1.8)	(3.9)	(1.0)	(19.4)	0.1	0.2	(4.8)	(6.1)	1.8	(1.5)	(26.9)	(20.1)	(10.6)
Goodwill	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Capital expenditures													7.2	6.3	4.0
Eliminations
Segment Reporting Information [Line Items]
Revenue	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Operating income (loss)	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Depreciation and amortization	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Interest expense	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Tax provision (benefit)	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Goodwill	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	0.0	0.0	0.0
Capital expenditures													$ 0.0	$ 0.0	$ 0.0

Segment Reporting and Geographic Information - Schedule of Revenues Generated by Geographical Area (Detail) - USD ($) $ in Millions	3 Months Ended												12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 830.7	$ 662.5	$ 581.0	$ 282.4	$ 257.2	$ 194.0	$ 137.1	$ 114.0	$ 108.5	$ 71.0	$ 54.5	$ 44.6	$ 2,356.6	$ 702.3	$ 278.6
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue													2,141.4	628.0	247.9
North America (excluding United States)
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue													132.0	74.3	30.7
Asia
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue													66.3	0.0	0.0
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue													$ 16.9	$ 0.0	$ 0.0

Conformed Historical Quarterly Segment Data (Unaudited) (Details) - USD ($) $ in Millions	3 Months Ended												12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Revenue	$ 830.7	$ 662.5	$ 581.0	$ 282.4	$ 257.2	$ 194.0	$ 137.1	$ 114.0	$ 108.5	$ 71.0	$ 54.5	$ 44.6	$ 2,356.6	$ 702.3	$ 278.6
Operating income (loss)	6.0	(13.6)	(11.9)	(21.4)	(8.5)	(18.4)	(14.1)	(11.3)	(11.1)	(9.3)	(3.4)	(4.2)	(40.9)	(52.3)	(28.0)
Depreciation and amortization	34.6	27.2	25.2	11.3	9.1	8.4	1.8	1.5	1.3	0.7	0.5	0.2	98.3	20.8	2.7
Interest expense	16.7	17.8	3.4	10.1	5.6	6.4	3.1	3.1	3.2	0.0	0.0	0.0	48.0	18.2	3.2
Tax provision (benefit)	(0.9)	(20.1)	(1.8)	(3.3)	(3.7)	(19.1)	0.1	0.2	(5.0)	(6.5)	1.8	(1.5)	(26.1)	(22.5)	(11.2)
Goodwill	929.3	918.5	540.7	539.1	363.4	302.8	69.9	66.9	55.9	22.5	19.1	17.0	929.3	363.4	55.9
Transportation
Segment Reporting Information [Line Items]
Goodwill	577.0				363.4				55.9				577.0	363.4	55.9
Logistics
Segment Reporting Information [Line Items]
Goodwill	352.3				0.0				0.0				352.3	0.0	0.0
Operating Segments
Segment Reporting Information [Line Items]
Goodwill					0.0									0.0
Operating Segments \| Transportation
Segment Reporting Information [Line Items]
Revenue	664.2	612.4	581.0	282.4	257.2	194.0	137.1	114.0	108.5	71.0	54.5	44.6	2,140.0	702.3	278.6
Operating income (loss)	10.7	4.9	3.2	0.1	3.1	(4.3)	(3.3)	(2.7)	(0.9)	(0.6)	2.0	1.9	18.9	(7.2)	2.4
Depreciation and amortization	20.9	23.2	24.7	10.7	8.7	8.1	1.6	1.3	1.1	0.6	0.4	0.2	79.5	19.7	2.3
Interest expense	0.2	0.3	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.5	0.0	0.0
Tax provision (benefit)	0.1	0.1	0.0	0.6	(2.7)	0.3	0.0	0.0	(0.2)	(0.4)	0.0	0.0	0.8	(2.4)	(0.6)
Goodwill	577.0	566.3	540.7	539.1	363.4	302.8	69.9	66.9	55.9	22.5	19.1	17.0	577.0	363.4	55.9
Operating Segments \| Logistics
Segment Reporting Information [Line Items]
Revenue	166.5	50.1	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	216.6	0.0	0.0
Operating income (loss)	13.0	4.6	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	17.6	0.0	0.0
Depreciation and amortization	12.9	3.4	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	16.3	0.0	0.0
Interest expense	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Tax provision (benefit)	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Goodwill	352.3	352.2	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	352.3	0.0	0.0
Corporate
Segment Reporting Information [Line Items]
Revenue	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Operating income (loss)	(17.7)	(23.1)	(15.1)	(21.5)	(11.6)	(14.1)	(10.8)	(8.6)	(10.2)	(8.7)	(5.4)	(6.1)	(77.4)	(45.1)	(30.4)
Depreciation and amortization	0.8	0.6	0.5	0.6	0.4	0.3	0.2	0.2	0.2	0.1	0.1	0.0	2.5	1.1	0.4
Interest expense	16.5	17.5	3.4	10.1	5.6	6.4	3.1	3.1	3.2	0.0	0.0	0.0	47.5	18.2	3.2
Tax provision (benefit)	(1.0)	(20.2)	(1.8)	(3.9)	(1.0)	(19.4)	0.1	0.2	(4.8)	(6.1)	1.8	(1.5)	(26.9)	(20.1)	(10.6)
Goodwill	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Eliminations
Segment Reporting Information [Line Items]
Revenue	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Operating income (loss)	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Depreciation and amortization	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Interest expense	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Tax provision (benefit)	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Goodwill	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Subsequent Events - Additional information (Detail) - USD ($) $ / shares in Units, $ in Millions					12 Months Ended
	Feb. 13, 2015	Feb. 09, 2015	Jan. 15, 2015	Dec. 11, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Feb. 20, 2015	Feb. 17, 2015
Subsequent Event [Line Items]
Payments of ordinary dividends, preferred stock and preference stock					$ 3.4	$ 1.6	$ 1.2
Common stock, shares issued					77,421,683	30,583,073
Dividend Paid
Subsequent Event [Line Items]
Preferred stock, dividend rate, per-dollar-amount (in usd per share)				$ 10
Subsequent Event
Subsequent Event [Line Items]
Common stock, shares issued									1,859,231
Subsequent Event \| UX
Subsequent Event [Line Items]
Consideration		$ 59.0
Subsequent Event \| Senior Notes Due 2019
Subsequent Event [Line Items]
Proceeds from issuance of private placement	$ 400.0
Subsequent Event \| Convertible Debt
Subsequent Event [Line Items]
Aggregate value of convertible notes								$ 30.6
Subsequent Event \| Dividend Paid
Subsequent Event [Line Items]
Payments of ordinary dividends, preferred stock and preference stock			$ 0.7