View Filing Data

Print Document View Excel Document

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2015	Feb. 26, 2016	Jun. 30, 2015
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
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		109,641,880
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 4,286,583,341

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 289.8	$ 644.1
Accounts receivable, net of allowances of $16.9 and $9.8, respectively	2,266.4	543.8
Other current assets	401.0	36.0
Total current assets	2,957.2	1,223.9
Property and equipment, net of $209.3 and $47.3 in accumulated depreciation, respectively	2,852.2	221.9
Goodwill	4,610.6	929.3
Identifiable intangible assets, net of $224.5 and $74.6 in accumulated amortization, respectively	1,876.5	341.5
Deferred tax asset	113.6	9.2
Other long-term assets	233.1	23.6
Total long-term assets	9,686.0	1,525.5
Total assets	12,643.2	2,749.4
Current liabilities:
Accounts payable	1,063.7	252.7
Accrued expenses	1,291.8	119.9
Current maturities of long-term debt	135.3	1.8
Other current liabilities	203.6	6.7
Total current liabilities	2,694.4	381.1
Long-term debt	5,272.6	580.3
Deferred tax liability	933.3	74.5
Employee benefit obligations	312.6	0.0
Other long-term liabilities	369.5	58.4
Total long-term liabilities	6,888.0	713.2
Commitments and contingencies
Stockholders’ equity:
Convertible perpetual preferred stock, $.001 par value; 10,000,000 shares authorized; 72,885 and 73,335 of Series A shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively	42.0	42.2
Common stock, $.001 par value; 300,000,000 shares authorized; 109,523,493 and 77,421,683 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively	0.1	0.1
Additional paid-in capital	3,212.3	1,831.9
Accumulated deficit	(465.0)	(219.1)
Accumulated other comprehensive loss	(72.3)	0.0
Noncontrolling interests	343.7	0.0
Total stockholders’ equity	3,060.8	1,655.1
Total liabilities and stockholders’ equity	$ 12,643.2	$ 2,749.4

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable allowances	$ 16.9	$ 9.8
Property and equipment, accumulated depreciation	209.3	47.3
Identifiable intangible assets, accumulated amortization	$ 224.5	$ 74.6
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	72,885	73,335
Preferred stock, shares outstanding	72,885	73,335
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	150,000,000
Common stock, shares issued	109,523,493	77,421,683
Common stock, shares outstanding	109,523,493	77,421,683

Consolidated Statements of Operations - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
Revenue	$ 7,623.2	$ 2,356.6	$ 702.3
Operating expenses
Cost of transportation and services	4,171.4	1,701.8	578.7
Direct operating expense	2,367.0	273.2	6.4
Sales, general and administrative expense	1,113.4	422.5	169.5
Total operating expenses	7,651.8	2,397.5	754.6
Operating loss	(28.6)	(40.9)	(52.3)
Other expense	3.1	0.4	0.5
Foreign currency loss	34.1	0.4	0.0
Interest expense	216.7	48.0	18.2
Loss before income tax benefit	(282.5)	(89.7)	(71.0)
Income tax benefit	(90.9)	(26.1)	(22.5)
Net loss	(191.6)	(63.6)	(48.5)
Preferred stock beneficial conversion charge	(52.0)	(40.9)	0.0
Cumulative preferred dividends	(2.8)	(2.9)	(3.0)
Net loss attributable to noncontrolling interests	0.5	0.0	0.0
Net loss attributable to common shareholders	$ (245.9)	$ (107.4)	$ (51.5)
Basic loss per share (in usd per share)	$ (2.65)	$ (2.00)	$ (2.26)
Diluted loss per share (in usd per share)	$ (2.65)	$ (2.00)	$ (2.26)
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding	92,755,919	53,629,962	22,752,320
Diluted weighted-average common shares outstanding	92,800,000	53,600,000	22,800,000

Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Net loss	$ (191.6)	$ (63.6)	$ (48.5)
Less: Net loss attributable to noncontrolling interests	0.5	0.0	0.0
Net loss attributable to the Company	(191.1)	(63.6)	(48.5)
Other comprehensive (loss) income
Foreign currency translation losses	(68.5)	0.0	0.0
Unrealized gains on cash flow and net investment hedges, net of tax effect of $2.2, $0.0 and $0.0	6.9	0.0	0.0
Change in defined benefit plans liability, net of tax effect of $9.8, $0.0 and $0.0	(17.0)	0.0	0.0
Other comprehensive loss	(78.6)	0.0	0.0
Less: Other comprehensive loss attributable to noncontrolling interests	6.3	0.0	0.0
Other comprehensive loss attributable to the Company	(72.3)	0.0	0.0
Comprehensive loss	(270.2)	(63.6)	(48.5)
Less: Comprehensive loss attributable to noncontrolling interests	6.8	0.0	0.0
Comprehensive loss attributable to the Company	$ (263.4)	$ (63.6)	$ (48.5)

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Unrealized gains on cash flow and net investment hedges, tax effect	$ 2.2	$ 0.0	$ 0.0
Change in defined benefit plans liability, tax effect	$ 9.8	$ 0.0	$ 0.0

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating activities
Net loss	$ (191.6)	$ (63.6)	$ (48.5)
Adjustments to reconcile net loss to net cash from operating activities
Provisions for allowance for doubtful accounts	12.9	6.9	2.6
Depreciation and amortization	364.9	98.3	20.8
Stock compensation expense	27.9	7.5	4.7
Accretion of debt	6.4	7.3	6.0
Deferred tax benefit	(91.9)	(30.0)	(22.7)
(Gain) Loss on sale of assets	(11.8)	0.3	(0.2)
(Gain) Loss on foreign currency transactions	(0.4)	0.3	(0.9)
Other	9.7	3.7	2.4
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	7.8	(143.9)	(37.0)
Income tax receivable	(29.2)	2.1	0.1
Prepaid expense and other assets	(6.1)	7.1	(3.0)
Accounts payable	(51.3)	53.9	5.2
Accrued expenses and other liabilities	43.5	28.8	4.2
Cash flows provided (used) by operating activities	90.8	(21.3)	(66.3)
Investing activities
Acquisition of businesses, net of cash acquired	(3,887.0)	(814.0)	(458.8)
Loss on forward contract related to acquisition	(9.7)	0.0	0.0
Payment for purchases of property and equipment	(249.0)	(44.6)	(11.6)
Proceeds from sale of assets	60.3	0.0	0.0
Proceeds from sale of assets	0.0	0.3	0.1
Other	(4,085.4)	(858.3)	(470.3)
Financing activities
Proceeds from preferred stock and common stock offerings	1,260.0	1,131.3	253.6
Payment for equity issuance costs	(31.9)	(33.9)	(14.1)
Proceeds from issuance of long-term debt	4,151.8	500.0	0.0
Payment of debt issuance costs	(42.9)	(10.4)	0.0
Repayment of long-term debt	(1,215.6)	0.0	0.0
Proceeds from borrowings on revolving credit facility	0.0	130.0	73.3
Repayment of borrowings on revolving credit facility	0.0	(205.0)	0.0
Bank overdrafts	(12.3)	0.0	0.0
Purchase of noncontrolling interests	(459.7)	0.0	0.0
Dividends paid to preferred stockholders	(2.8)	(2.9)	(3.0)
Other	(1.7)	(6.9)	(4.1)
Cash flows provided by financing activities	3,644.9	1,502.2	305.7
Effect of exchange rates on cash	(4.6)	0.0	0.0
Net (decrease) increase in cash	(354.3)	622.6	(230.9)
Cash and cash equivalents, beginning of period	644.1	21.5	252.4
Cash and cash equivalents, end of period	289.8	644.1	21.5
Supplemental disclosure of cash flow information:
Cash paid for interest	168.2	19.0	12.4
Cash paid for income taxes	14.5	2.3	0.2
Equity portion of acquisition purchase price	19.1	138.2	10.4
Equity issued upon conversion of debt	$ 55.6	$ 27.1	$ 0.0

Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustments	Accumulated Other Comprehensive Income (Loss), Cash Flow & Net Investment Hedges	Accumulated Other Comprehensive Income (Loss), Employee Benefit Plans	Non-controlling Interests	Series A Preferred Stock	Series A Preferred Stock Preferred Stock	Series A Preferred Stock Common Stock	Series A Preferred Stock Additional Paid-In Capital	Series B Preferred Stock	Series B Preferred Stock Preferred Stock	Series B Preferred Stock Common Stock	Series B Preferred Stock Additional Paid-In Capital	Series C Preferred Stock	Series C Preferred Stock Preferred Stock	Series C Preferred Stock Common Stock	Series C Preferred Stock Additional Paid-In Capital
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)
Other comprehensive income (loss), net of $7.6 total tax effect	0.0
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 (in shares)		14									0
Conversion of preferred stock to common stock	0.0			0.1							$ (0.1)
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 convertible senior notes, net of tax (in shares)		609
Issuance of common stock upon conversion of convertible 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)
Other comprehensive income (loss), net of $7.6 total tax effect	0.0
Exercise 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 (in shares)											1	120			400	12,128
Conversion of preferred stock to common stock										$ 0.0	$ (0.5)		$ 0.5	$ 0.0	$ (363.6)		$ 363.6
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 convertible senior notes, net of tax (in shares)		1,641
Issuance of common stock upon conversion of convertible 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				0
Balance at Dec. 31, 2014	1,655.1	$ 0.1	$ 0.0	1,831.9	(219.1)	$ 0.0	$ 0.0	$ 0.0	$ 0.0		$ 42.2				$ 0.0				$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(191.6)				(191.6)
Other comprehensive income (loss), net of $7.6 total tax effect	(78.6)					(68.5)	6.9	(17.0)
Transfer to noncontrolling interest from redeemable noncontrolling interest	324.6			4.2					320.4
Acquisition of noncontrolling interest and activity during the year	30.1				0.5	6.7	(0.2)	(0.2)	23.3
Exercise of warrants and stock options and other (in shares)		683
Exercise of warrants and stock options and other	2.9			2.9
Conversion of preferred stock to common stock (in shares)											0	64							563	12,501
Conversion of preferred stock to common stock										$ 0.0	$ (0.2)		$ 0.2					$ 0.0	$ (548.5)		$ 548.5
Proceeds from issuance of preferred stock, net of issuance costs (in shares)																			563
Proceeds from issuance of preferred stock, net of issuance costs	548.5																		$ 548.5
Deemed distribution for recognition of beneficial conversion feature on preferred stock	0.0			52.0	(52.0)
Proceeds from common stock offering, net of issuance costs (in shares)		15,499
Proceeds from common stock offering, net of issuance costs	679.6			679.6
Issuance of common stock for acquisitions (in shares)		38
Issuance of common stock for acquisitions	1.5			1.5
Awards assumed in acquisition	17.6			17.6
Issuance of common stock upon conversion of convertible senior notes, net of tax (in shares)		3,316
Issuance of common stock upon conversion of convertible senior notes, net of tax	55.6			55.6
Dividend paid	(2.8)				(2.8)
Stock compensation expense	18.3			18.3
Balance (in shares) at Dec. 31, 2015		109,523									73								0
Balance at Dec. 31, 2015	$ 3,060.8	$ 0.1		$ 3,212.3	$ (465.0)	$ (61.8)	$ 6.7	$ (17.2)	$ 343.7		$ 42.0								$ 0.0

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
Statement of Stockholders' Equity [Abstract]
Other comprehensive income (loss), tax	$ 7.6

Organization	12 Months Ended
Organization	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Nature of Business XPO Logistics, Inc. and its subsidiaries (“XPO” or the “Company”) provide comprehensive supply chain solutions to its customers, which are multinational, national, mid-size and small enterprises, and include many of the most prominent companies in the world. XPO runs its business on a global basis, with two reportable segments: Transportation and Logistics. In the Transportation segment, the Company provides multiple services to facilitate the movement of raw materials, parts and finished goods. The Company accomplishes this by using its proprietary transportation management technology, third-party carriers and Company-owned trucks. XPO’s transportation services include: freight brokerage, last mile, expedite, intermodal, less-than-truckload (“LTL”), full truckload, and global forwarding services. Freight brokerage, last mile, expedite and global forwarding are all non-asset or asset-light businesses. LTL and full truckload are asset-based. In our Logistics segment, which we refer to as supply chain, the Company provides a range of contract logistics services, including highly engineered and customized solutions, value-added warehousing and distribution, and other inventory solutions. The Company performs e-commerce fulfillment, reverse logistics, storage, factory support, aftermarket support, integrated manufacturing, packaging, labeling, distribution and transportation. In addition, we utilize technology and expertise to solve complex supply chain challenges and create transformative solutions for world-class customers, while reducing their operating costs and improving production flow management. Substantially all of the Company’s businesses operate as the single global brand of XPO Logistics. Under the Company’s cross-selling customer service initiative, all services are offered to all customers to fulfill their supply chain requirements. For specific financial information relating to the above segments, refer to Note 20—Segment Reporting and Geographic Information.

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

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. The results of operations of acquired companies are included in the Company’s results from the closing date of the acquisition and forward. Income or loss attributable to noncontrolling interests is deducted from net income/loss to determine net income/loss attributable to common shareholders.

Consolidation

The Company's financial statements consolidate all of its affiliates in which it has a controlling financial interest, most often because the Company holds a majority voting interest. To determine if the Company holds a controlling financial interest in an entity, the Company first evaluates if it is required to apply the variable interest entity (“VIE”) model to the entity; otherwise the entity is evaluated under the voting interest model.

Where the Company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE's economic performance combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company has a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the design of an entity, the Company reconsiders whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in a VIE.

The Company holds a controlling financial interest in other entities where it currently holds, directly or indirectly, more than 50% of the voting rights or where it exercises control through substantive participating rights or as a general partner. Where the Company is a general partner, it considers substantive removal rights held by other partners in determining if it holds a controlling financial interest. The Company reevaluates whether it has a controlling financial interest in these entities when its voting or substantive participating rights change.

Associated companies are unconsolidated VIE's and other entities in which the Company does not have a controlling financial interest, but over which it has significant influence, most often because the Company holds a voting interest of 20% to 50%. Associated companies are accounted for as equity method investments. Results of associated companies are presented on a one-line basis, net of tax, in other income/expense. Investments in, and advances to, associated companies are presented on a one-line basis in the other long-term assets line item in the consolidated balance sheet, net of allowance for losses, which represents the Company's best estimate of probable losses inherent in such assets.

Use of Estimates

The Company prepares its 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 transportation and services, direct operating expenses, recoverability of long-lived assets, valuation of acquired assets and liabilities, impairment of goodwill, 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, self-insurance accruals, pension plan and postretirement obligations, 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.

Consolidated Balance Sheets and Statements of Cash Flows Presentation

Certain line items from the December 31, 2014 consolidated balance sheet and consolidated statement of cash flows for the years ended December 31, 2014 and 2013 have been conformed to the 2015 presentation. As a result of the retrospective adoption of ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” debt issuance costs of $11.8 million at December 31, 2014 are now recognized as a direct deduction from the carrying amount of the related debt liability rather than as a long-term asset. Additionally, as a result of the retrospective application of ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” the current portion of deferred tax assets of $9.2 million at December 31, 2014 is now classified as noncurrent. 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 Logistics segment, based on specific, objective criteria within the provisions of each contract as described below. XPO LTL recognizes revenue based on relative transit time in each period and recognizes expense as incurred. 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. Revenue on cost-reimbursable contracts is recognized by applying a factor to costs as incurred, such factor being determined by the contract provisions. Revenue on unit-price contracts is recognized at the contractual selling prices or as work is completed. Revenue on time and material contracts is recognized at the contractual rates as the labor hours and direct expenses are incurred. Revenue from fixed-price contracts is recognized as services are provided, unless revenue is earned and obligations fulfilled in a different pattern. Certain contracts provide for labor handling charges to be billed for both incoming and outgoing handling of goods at the time the goods are received in a warehouse. For these contracts, revenue is recognized immediately for the amounts representing handling of incoming goods and deferred revenue is recorded for the performance of services related to the handling of outgoing goods, which is recognized once the related goods leave the warehouse. Storage revenue is recognized as it is earned based on the length of time the related product is stored in the warehouse. Generally, the contracts contain provisions for adjustments to future pricing based upon changes in volumes, services and other market conditions, such as inflation. Revenue relating to such incentive or contingency payments is recorded when the contingency is satisfied and the Company concludes the amounts are earned.

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


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


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

•

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


•	The Company has complete discretion to establish sales and contract pricing. North American independently-owned stations within its global forwarding business have the discretion to establish sales prices.


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

For certain of the Company’s subsidiaries in both of its segments, revenue is recognized on a net basis in accordance with ASC Topic 605 because the Company does not serve as the primary obligor. The Company’s global forwarding operations collects certain taxes and duties on behalf of their customers as part of the services offered and arranged for international shipments. The Company presents these collections on a net basis.

Under certain supply chain contracts, billings in excess of revenue recognized are recorded as unearned revenue. Unearned revenue is recognized over the contract period as services are provided. In addition, the Company has deferred certain recoverable direct and incremental costs related to the setup of logistics operations under long-term contracts. These deferred setup costs are recognized as expense over the contract term.

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:



	Year Ended December 31,
(Dollars in millions)	2015			2014			2013
Beginning balance	$	9.8		$	3.5		$	0.6
Provision, charged to expense	12.9			6.9			2.6
Write-offs, less recoveries, and other adjustments	(5.8		)	(0.6		)	0.3
Ending balance	$	16.9		$	9.8		$	3.5

Other Current Assets

Other current assets consist primarily of prepaid expenses, value-added taxes and income taxes receivable, miscellaneous receivables and inventory. Prepaid expenses are amortized over the respective contract term or other applicable time period. Inventories are stated at the lower of cost or market using the weighted-average cost method and consist primarily of diesel fuel, vehicle spare parts and various consumable supplies. The following table outlines the Company’s other current assets:



	December 31,
(Dollars in millions)	2015		2014
Prepaid expenses	$	142.3	$	13.2
Value-added tax and income tax receivables	115.8		15.4
Miscellaneous receivables	50.5		5.4
Inventory	48.9		1.3
Other current assets	43.5		0.7
Total Other Current Assets	$	401.0	$	36.0

Property and Equipment

Property and equipment are generally recorded at cost, or in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. When assets are sold, the applicable costs and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. For internally-developed software, the Company has adopted the provisions of ASC Topic 350-40, “Intangibles—Goodwill and Other.” Accordingly, certain costs incurred in the planning and evaluation stage of internally-developed computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internally-developed software also includes the fair value of acquired internally-developed technology.

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



Classification	Estimated Useful Life
Buildings and leasehold improvements	Term of lease to 40 years
Vehicles, tractors, trailers and tankers	3 to 14 years
Rail cars, container and chassis	15 to 30 years
Machinery and equipment	5 to 10 years
Office and warehouse equipment	3 to 10 years
Computer software and equipment	3 to 5 years

For additional information refer to Note 6—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. The Company follows the provisions of ASC Topic 350, “Intangibles—Goodwill and Other,” which requires an annual impairment test for goodwill. The Company may first choose to perform a qualitative evaluation of the likelihood of goodwill impairment. If the Company determines a quantitative evaluation is necessary, the goodwill at the reporting unit is subject to a two-step impairment test. The first step compares the book value of a reporting unit, including goodwill, with its fair value. If the book value of a reporting unit exceeds its fair value, the Company completes the second step in order to determine the amount of goodwill impairment loss that should be recorded. In the second step, the Company determines an implied fair value of the reporting unit’s goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. The amount of impairment is equal to the excess of the book value of goodwill over the implied fair value of that goodwill. The Company performs the annual impairment testing during the third quarter each year unless events or circumstances indicate impairment of the goodwill may have occurred before that time.

For goodwill impairment testing during the third quarter of 2015, the Company elected to bypass the qualitative evaluation, except for the reporting units associated with Norbert Dentressangle SA, as described below. 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. For the periods presented, the Company did not recognize any goodwill impairment as the estimated fair value of its reporting units with goodwill exceeded the book value of these reporting units. For each of the Company’s reporting units, the excess of the fair value over the book value ranged from 87% to over 100%. Given the 2015 acquisition of Norbert Dentressangle SA, the Company performed a qualitative evaluation of the likelihood of goodwill impairment on the reporting units associated with the former Norbert Dentressangle SA, concluding that no goodwill impairment existed. For additional information refer to Note 8—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 relationships, carrier relationships, trade names, non-compete agreements, and other intangibles. Customer relationships are amortized on an accelerated basis over the period of economic benefit based on the estimated cash flows attributable to the related intangible asset or on a straight-line basis over the useful lives of the related intangible asset. Trade names are amortized on an accelerated basis over the period of economic benefit based on the estimated cash flows attributable to the related intangible assets. Non-compete agreements, carrier relationships and other intangibles are amortized on a straight-line basis over the estimated useful lives of the related intangible asset. The range of estimated useful lives and the weighted-average useful lives of the respective intangible assets by type are as follows:



Classification	Estimated Useful Life	Weighted-Average Amortization Period
Customer relationships	3 to 14 years	12.35 years
Carrier relationships	2 years	2.00 years
Trade names	1.2 to 3.5 years	2.86 years
Non-compete agreements	Term of agreement	4.18 years
Other intangible assets	1.5 to 5 years	4.24 years

For additional information refer to Note 7—Intangible Assets.

Accrued Expenses

Accrued expenses consist primarily of accrued salaries and wages, accrued value-added tax and other taxes, accrued transportation and facility charges, accrued purchased services, accrued interest on the Company’s outstanding debt, accrued employee benefits, and accrued litigation and insurance claims, as well as other miscellaneous accrued expenses. The following table outlines the Company’s accrued expenses, other:



	December 31,
(Dollars in millions)	2015		2014
Accrued salaries and wages	$	558.6	$	50.1
Accrued value-added tax and other taxes	153.3		1.3
Accrued transportation and facility charges	156.1		4.9
Accrued insurance claims	95.3		5.8
Accrued estimated litigation liabilities	66.1		11.5
Accrued purchased services	61.7		18.9
Accrued interest	56.8		15.1
Accrued restricted stock cash settlements	19.3		—
Other accrued expenses	124.6		12.3
Total Accrued Expenses	$	1,291.8	$	119.9

Other Current Liabilities

Other current liabilities consist primarily of deferred revenue, employee benefits, bank overdrafts, estimated acquisition earn-out liability, income taxes payable, current portion of interest rate swap liability, and other current liabilities. Bank overdrafts represent short-term loans and are classified as liabilities on the consolidated balance sheets and financing cash flows in the consolidated statements of cash flows. The following table outlines the Company’s other current liabilities:



	December 31,
(Dollars in millions)	2015		2014
Deferred revenue	$	62.4	$	0.5
Employee benefits	38.7		—
Bank overdrafts	29.5		—
Acquisition earn-out liability	21.8		—
Current portion of interest rate swap liability	5.2		—
Other current liabilities	46.0		6.2
Total Other Current Liabilities	$	203.6	$	6.7

Self-Insurance Accruals

The Company uses a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo and workers' compensation claims. The long-term portion of self-insurance accruals relates primarily to workers' compensation and vehicular claims that are expected to be payable over several years. The Company periodically evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense.

The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the undiscounted liability associated with claims incurred as of the balance sheet date, including estimates of claims incurred but not reported. Changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates.

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 carryforwards. 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 14—Income Taxes.

Foreign Currency Translation and Transactions

The assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in accumulated other comprehensive income in the consolidated balance sheets. The assets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of the Company's foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented. Foreign currency transactions recognized in the consolidated statements of operations are converted to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in foreign currency loss in the consolidated statements of operations.

Foreign currency transaction and remeasurement losses were $34.1 million, $0.4 million and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Fair Value Measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy:


•	Level 1—Quoted prices for identical instruments in active markets;


•	Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and


•	Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

The aggregate net fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximated their fair values as of December 31, 2015 and 2014, respectively. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and current maturities of long-term debt. Fair values approximate carrying values for these financial instruments since they are short-term in nature and are receivable or payable on demand. The fair value of the asset financing approximates the carrying value since the debt is primarily issued at a floating rate, may be prepaid any time at par without penalty and the remaining life is short-term in nature.

Cash equivalents consist of short-term interest-bearing instruments (primarily commercial paper, certificates of deposit and money market funds) with maturities of three months or less at the date of purchase. The carrying amounts for money market funds are a reasonable estimate of fair value and quoted market prices are available and accordingly, are classified as Level 1 instruments. Commercial paper and certificates of deposit are generally valued using published interest rates for instruments with similar terms and maturities, and accordingly, are classified as Level 2 instruments. The fair value of the Company's Senior Notes due 2022, Senior Notes due 2019, and convertible senior notes was estimated using quoted market prices for identical instruments in active markets. The fair value of the Company's Term Loan Facility, Senior Notes due 2021 and Euro private placement notes due 2020 was estimated using inputs that are readily available market inputs for long-term debt with similar terms and maturities. The fair value of the Company’s Senior Notes due 2018 and Senior Debentures due 2034 was estimated using an average of prices provided by multiple brokers. For additional information, refer to Note 9—Debt. The Company's derivative instruments include over-the-counter derivatives that are primarily valued using models that rely on observable market inputs, such as currency exchange rates and yield curves. For additional information refer to Note 15—Derivative Instruments.

The following table summarizes the carrying value and valuation of financial instruments within the fair value hierarchy:



	December 31, 2015
(Dollars in millions)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents	$	83.2	$	83.2	$	9.1	$	74.1	$	—
Financial Liabilities:
Senior Notes due 2022	$	1,577.0	$	1,479.8	$	1,479.8	$	—	$	—
Senior Notes due 2021	536.6		507.5		—		507.5		—
Senior Notes due 2019	900.4		920.3		920.3		—		—
Senior Notes due 2018	268.2		271.0		—		271.0		—
Term loan facility	1,540.3		1,590.0		—		1,590.0		—
Senior Debentures due 2034	199.0		201.0		—		201.0		—
Convertible senior notes	46.8		89.1		89.1		—		—
Euro private placement notes due 2020	14.5		13.9		—		13.9		—
Derivative instruments	8.8		8.8		—		8.8		—

	December 31, 2014
(Dollars in millions)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents	$	330.8	$	330.8	$	330.8	$	—	$	—
Financial Liabilities:
Senior Notes due 2019	$	490.2	$	527.5	$	527.5	$	—	$	—
Convertible senior notes	89.9		271.3		271.3		—		—

Derivative Instruments

The Company records all derivative instruments in the consolidated balance sheets as assets or liabilities at fair value. The Company’s accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the derivative based upon the exposure being hedged. The effective portions of cash flow hedges are recorded in accumulated other comprehensive income in the consolidated balance sheets until the hedged item is recognized in earnings. The effective portions of net investment hedges are recorded in accumulated other comprehensive income in the consolidated balance sheets as a part of the cumulative translation adjustment. The ineffective portions of cash flow hedges and net investment hedges are recorded in interest expense in the consolidated statements of operations. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in other expense in the consolidated statements of operations. Cash receipts and payments are classified according to the derivative’s nature. However, cash flows from derivative instruments that are accounted for as cash flow hedges are classified in the same category as the cash flows from the items being hedged. For additional information, refer to Note 15—Derivative Instruments.

Defined Benefit Pension Plans

Defined benefit pension plan obligations are calculated using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent the Company's best estimates based on information available regarding historical experience and factors that may cause future expectations to differ from past experiences. Differences in actual experience or changes in assumptions could materially impact the Company's obligation and future expense amounts.

The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in accumulated other comprehensive income, and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan. For additional information, refer to Note 10—Employee Benefit Plans.

Stock-Based Compensation

The Company accounts for stock-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 stock-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 and stock appreciation rights (“SARs”), the Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based payment awards. The determination of the fair value of stock-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, 2015, 2014 and 2013 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 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 13—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 17—Earnings per Share.

New Accounting Standards

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue (Topic 606): “Revenue from Contracts with Customers.” This ASU, codified in the "Revenue Recognition" topic of the FASB Accounting Standards Codification, requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires disclosures sufficient to describe the nature, amount, timing, and uncertainty of revenue and cash flows arising from these customer contracts. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for the first interim period within annual reporting periods beginning after December 15, 2016. This ASU can be applied either retrospectively to each prior reporting period presented or with the cumulative effect of initially applying the standard recognized on the date of adoption. The Company will adopt this standard in the first quarter of 2018. The Company is currently evaluating the method of application and the potential impact on the financial statements and related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the standard and the impact, if any, on its consolidated financial statements and footnote disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): “Amendments to the Consolidation Analysis,” which simplifies consolidation accounting by reducing the number of consolidation models. It also changes certain criteria for identifying variable interest entities. The standard is effective for interim and annual periods beginning after December 15, 2015. The Company is currently evaluating the standard and the impact, if any, on its consolidated financial statements and footnote disclosures.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): “Simplifying the Presentation of Debt Issuance Costs,” which requires an entity to recognize debt issuance costs related to a recognized debt liability as a direct deduction from the debt liability on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 31, 2015 and requires retrospective application to all prior periods presented. The Company has implemented the provisions of ASU 2015-03, retrospectively to all periods presented, for the December 31, 2015 annual reporting period. For the year-ended December 31, 2014, the implementation resulted in a reclassification of debt issuance costs of $11.8 million from long-term assets to the related debt liabilities on the balance sheet.

In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurements (Topic 820): “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” This ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. This ASU is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. This standard will have an impact on the Company’s notes to consolidated financial statements; however, it will not have an effect on the consolidated balance sheets or the statements of consolidated income.

In May 2015, the FASB issued ASU No. 2015-09, Financial Services - Insurance (Topic 944): “Disclosures about Short-Duration Contracts.” This ASU requires insurance entities to disclose additional information about the liability for unpaid claims and claim adjustments. This standard is effective for fiscal years beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2016 and will be applied retrospectively by providing comparative disclosures for each period presented. The Company is currently evaluating the applicability of this standard to the activities of its captive insurance companies.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory.” This ASU requires that inventory be measured at the lower of cost or net realizable value, rather than lower of cost or market. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the method of application and the potential impact on the financial statements and related disclosures.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): “Simplifying the Accounting for Measurement-Period Adjustments,” which simplifies how adjustments are made to provisional amounts recognized in a business combination during the measurement period. The standard is effective for interim and annual periods beginning after December 15, 2015. The Company is currently evaluating the standard and the impact, if any, on its consolidated financial statements and footnote disclosures.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): “Balance Sheet Classification of Deferred Taxes.” This ASU simplifies the presentation of deferred income taxes in the classified statement of financial position by removing the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. The amendments in the update require that deferred tax liabilities and assets be classified as noncurrent in the classified statement of financial position. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company has implemented the provisions of ASU 2015-17, retrospectively to all periods presented, in the accompanying consolidated balance sheet. As of December 31, 2014, the implementation resulted in a current to noncurrent adjustment of $9.2 million to the Company’s deferred tax asset balance.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendment is permitted. The Company is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures.

Acquisitions

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Acquisitions

2015 Acquisitions

Con-way Inc.

On September 9, 2015, XPO entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Con-way Inc., a Delaware corporation, and Canada Merger Corp., a Delaware corporation and wholly owned subsidiary of XPO (“Merger Subsidiary”). Headquartered in Ann Arbor, Michigan, Con-way was a Fortune 500 company with a transportation and logistics network of 582 locations and approximately 30,000 employees serving over 36,000 customers.

Under the terms of the Merger Agreement, XPO caused Merger Subsidiary to commence a cash tender offer (the “Offer”) for all of Con-way's outstanding shares of common stock, par value $0.625 per share (the “Shares”), at a purchase price of $47.60 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes. The Offer and withdrawal rights expired on October 30, 2015. A total of 46,150,072 Shares were validly tendered and not properly withdrawn pursuant to the Offer as of the expiration date, representing approximately 81.1% of the outstanding Shares. In addition, Notices of Guaranteed Delivery were delivered for 1,793,225 Shares, representing approximately 3.2% of the outstanding Shares. The number of Shares tendered satisfied the minimum condition, and all Shares that were validly tendered and not withdrawn pursuant to the offer were accepted for payment. The fair value of the total consideration paid in the Offer and Merger Agreement was $2,317.8 million, net of cash acquired of $437.3 million, consisting of $2,706.6 million of cash paid at the time of closing for the purchase of all of Con-way’s outstanding shares of common stock, $17.6 million representing the portion of replacement equity awards attributable to pre-acquisition service, and a $30.9 million liability for the settlement of certain Con-way stock-based compensation awards.

On October 30, 2015, following its acceptance of the tendered shares, XPO completed its acquisition of Con-way pursuant to the terms of the Merger Agreement. Merger Subsidiary merged with and into Con-way, with Con-way continuing as the surviving corporation as a wholly owned subsidiary of XPO. Pursuant to the Merger Agreement, at the effective time each Share issued and outstanding immediately prior to the effective time was converted into the right to receive the purchase price other than Shares owned by (i) Con-way, XPO or Merger Subsidiary, which Shares have been canceled and cease to exist, (ii) any subsidiary of Con-way or XPO (other than Merger Subsidiary), which Shares have been converted into shares of common stock of the surviving corporation, or (iii) stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares. All Con-way shares not validly tendered into the Offer have been canceled and converted into the right to receive the same $47.60 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, as is to be paid for all Shares that were validly tendered and not withdrawn in the Offer. Con-way shares have ceased trading on the New York Stock Exchange.

At the effective time (as specified in the Merger Agreement), each Con-way stock option and stock appreciation right, whether vested or unvested, was converted into an option to purchase shares of XPO common stock or a stock appreciation right in respect of XPO common stock, as applicable, with the same terms and conditions as were applicable to such stock option or stock appreciation right immediately prior to the Effective Time, with the number of shares of XPO common stock (rounded down to the nearest whole number of shares) subject to such stock option or stock appreciation right equal to the product of (i) the total number of Shares underlying such stock option or stock appreciation right immediately prior to the Effective Time, multiplied by (ii) the quotient obtained by dividing the per share merger consideration by the volume-weighted average trading price of XPO common stock on the New York Stock Exchange for the five consecutive trading days ending on the trading day immediately preceding the Closing Date (the “Equity Award Conversion Amount”), and with the exercise price applicable to such stock option or stock appreciation right to equal the quotient (rounded up to the nearest whole cent) obtained by dividing (a) the exercise price per Share applicable to such stock option or stock appreciation right immediately prior to the Effective Time, by (b) the Equity Award Conversion Amount.



(Dollars in millions)
Cash consideration	$	2,706.6
Liability for equity award settlement	30.9
Portion of replacement equity awards attributable to pre-acquisition service	17.6
Cash acquired	(437.3		)
Total consideration	$	2,317.8

The Con-way transaction was accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of October 30, 2015, with the remaining unallocated purchase price recorded as goodwill. Goodwill 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 October 30, 2015:



(Dollars in millions)
Consideration	$	2,317.8
Accounts receivable	669.9
Other current assets	99.9
Property and equipment	1,931.0
Trade name	5.6
Non-compete agreements	2.4
Customer relationships	785.2
Deferred tax assets	34.6
Other long-term assets	48.5
Accounts payable	(353.5		)
Accrued expenses, other	(380.6		)
Other current liabilities	(27.5		)
Long-term debt	(640.6		)
Deferred tax liabilities	(689.4		)
Employee benefit obligations	(159.8		)
Other long-term liabilities	(196.7		)
Goodwill	$	1,188.8

As of December 31, 2015, the purchase price allocation is considered preliminary. Based on a preliminary allocation, $897.2 million of the goodwill relates to the Transportation reportable segment and $291.6 million of the goodwill relates to the Logistics reportable segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. Con-way’s revenue and operating income included in the Company's results for the year ended December 31, 2015 were $896.2 million and $0.5 million, respectively.

Norbert Dentressangle SA

On April 28, 2015, XPO entered into (1) a Share Purchase Agreement (the “Share Purchase Agreement”) relating to Norbert Dentressangle SA, a French société anonyme (“ND”), among Dentressangle Initiatives, a French société par actions simplifiée, Mr. Norbert Dentressangle, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle, Ms. Marine Dentressangle and XPO and (2) a Tender Offer Agreement (the “Tender Offer Agreement” and, together with the Share Purchase Agreement, the “ND Transaction Agreements”) between XPO and ND. The ND Transaction Agreements provided for the acquisition of a majority stake in ND by XPO, followed by an all-cash simplified tender offer by XPO to acquire the remaining outstanding shares.

On June 8, 2015, pursuant to the terms and subject to the conditions of the Share Purchase Agreement, Dentressangle Initiatives, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle and Ms. Marine Dentressangle (collectively, the “Sellers”) sold to XPO and XPO purchased from the Sellers (the “Share Purchase”), all of the ordinary shares of ND owned by the Sellers, representing a total of approximately 67% of the share capital of ND and all of the outstanding share subscription warrants granted by ND to employees, directors or other officers of ND and its affiliates. Total cash consideration paid for the majority interest in the share capital of ND and settlement of the warrants was €1,437.0 million, or $1,603.9 million, excluding acquired debt. Consideration included only the portion of the fair value of the warrants attributable to service performed prior to the acquisition date. The remaining balance was recorded as compensation expense in the post-combination period. In conjunction with the Share Purchase Agreement, the Company agreed to settle certain performance stock awards of ND. Similar to the warrants, the consideration of €11.8 million, or $13.2 million, included only the portion of the fair value attributable to service performed prior to the acquisition date with the balance recorded as compensation expense in the post-combination period. The performance share settlement will be paid in cash with 50% of the awards paid 18 months from the acquisition date and the remaining 50% paid in 36 months. Further, as a result of the acquisition, the Company repaid certain indebtedness and related interest rate swap liabilities of ND totaling €628.5 million, or $705.0 million.

On June 11, 2015, XPO filed with the French Autorité des Marchés Financiers (the “AMF”) a mandatory simplified cash offer (the “Tender Offer”) to purchase all of the outstanding ordinary shares of ND (other than the shares already owned by XPO) at a price of €217.50 per share. On June 23, 2015, the Company received the necessary approval from the AMF to launch the Tender Offer and the Tender Offer was launched on June 25, 2015. The Tender Offer remained open for a period of 16 trading days. As of December 31, 2015, the Company purchased 1,921,553 shares under the Tender Offer and acquired a total of approximately 86.25% of the share capital of ND. The total fair value of the consideration provided for the noncontrolling interest in ND at the acquisition date is €702.5 million, or $784.2 million, which is based on the quoted market price of ND shares on the acquisition date. Total consideration is summarized in the table below in Euros (“EUR”) and USD:



(In millions)	In EUR			In USD
Cash consideration	€	1,437.0		$	1,603.9
Liability for performance share settlement	11.8			13.2
Repayment of indebtedness	628.5			705.0
Noncontrolling interests	702.5			784.2
Cash acquired	(134.6		)	(151.0		)
Total consideration	€	2,645.2		$	2,955.3

The ND Share Purchase was accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of June 8, 2015, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce.

The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of June 8, 2015:



(Dollars in millions)
Consideration	$	2,955.3
Accounts receivable	1,060.4
Other current assets	350.2
Deferred tax assets	147.5
Property and equipment	730.7
Trade name covenants	40.0
Non-compete agreements	5.6
Customer relationships	827.0
Other long-term assets	68.3
Accounts payable	(804.1		)
Accrued expenses, other	(422.0		)
Other current liabilities	(164.6		)
Long-term debt	(643.4		)
Deferred tax liabilities	(366.8		)
Employee benefit obligations	(142.3		)
Other long-term liabilities	(155.2		)
Noncontrolling interests	(37.2		)
Goodwill	$	2,461.2

As of December 31, 2015, the purchase price allocation is considered final, except for the fair value of property & equipment, favorable and unfavorable leasehold assets and liabilities, definite-lived intangible assets, taxes and assumed liabilities. Based on a preliminary allocation, $959.9 million of the goodwill relates to the Transportation reportable segment and $1,501.3 million of the goodwill relates to the Logistics reportable segment. The goodwill as a result of the acquisition is not deductible for local country income tax purposes. ND's revenue and operating income included in the Company's results for the year ended December 31, 2015 were $3,463.1 million and $45.1 million, respectively.

Bridge Terminal Transport Services, Inc.

On May 4, 2015, the Company entered into a Stock Purchase Agreement with BTTS Holding Corporation to acquire all of the outstanding capital stock of Bridge Terminal Transport, Inc. (“BTT”), a leading asset-light drayage provider in the United States. The closing of the transaction was effective on June 1, 2015. The fair value of the total consideration paid under the BTT Stock Purchase Agreement was $103.8 million and consisted of $103.1 million of cash paid at the time of closing, including an estimate of the working capital adjustment, and $0.7 million of equity.

The BTT acquisition was accounted for as a business combination in accordance with ASC Topic 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of June 1, 2015 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $56.6 million and definite-lived intangible assets of $30.0 million. All goodwill relates to the Transportation reportable segment and is not deductible for income tax purposes. As of December 31, 2015, the purchase price allocation is considered final, except for the settlement of any working capital adjustments and the fair value of taxes and assumed liabilities.

UX Specialized Logistics

On February 9, 2015, the Company entered into an Asset Purchase Agreement with Earlybird Delivery Systems, LLC to acquire certain assets of UX Specialized Logistics, LLC (“UX”). The fair value of the total consideration paid under the UX Asset Purchase Agreement was $58.9 million and consisted of $58.1 million of cash paid at the time of closing, including an estimate of the working capital adjustment, and $0.8 million of equity. UX provided last mile logistics and same day delivery services for major retail chains and e-commerce companies.

The UX acquisition was accounted for as a business combination in accordance with ASC Topic 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of February 9, 2015 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $28.9 million and definite-lived intangible assets of $18.8 million. All goodwill relates to the Transportation reportable segment and is fully deductible for income tax purposes. As of December 31, 2015, the purchase price allocation is considered final, except for the settlement of any working capital adjustments and the fair value of taxes and assumed liabilities.

2014 Acquisitions

New Breed Logistics

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

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

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

The New Breed Transaction was accounted for as a 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:



(Dollars in millions)
Consideration	$	615.9
Cash and cash equivalents	1.8
Accounts receivable	112.1
Other current assets	29.6
Property and equipment	112.7
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	15.8
Accounts payable	(17.7		)
Accrued expenses	(33.4		)
Deferred tax liabilities, long-term	(75.0		)
Other long-term liabilities	(9.3		)
Goodwill	$	350.1

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

Atlantic Central Logistics

On July 28, 2014, the Company entered into a Stock Purchase Agreement 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 provided e-commerce fulfillment services by facilitating the time-sensitive, local movement of goods between distribution centers and the end-consumer.

The ACL acquisition was accounted for as a business combination in accordance with ASC Topic 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of July 28, 2014 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $25.1 million and definite-lived intangible assets of $12.5 million. All goodwill relates to the Transportation reportable segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. The purchase price allocation is considered final. The working capital adjustments in connection with this acquisition have been finalized, and there was no material change in the purchase price as a result.

Pacer International

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

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

The Pacer Transaction was accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying 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:



(Dollars in millions)
Consideration	$	331.5
Cash and cash equivalents	22.3
Accounts receivable	119.6
Other current assets	9.4
Property and equipment	43.5
Trade names	2.8
Non-compete agreements	2.3
Contractual customer relationships	66.3
Non-contractual customer relationships	1.0
Deferred tax assets, long-term	2.8
Other long-term assets	2.4
Accounts payable	(71.6		)
Accrued expenses, other	(53.7		)
Other current liabilities	(2.0		)
Other long-term liabilities	(11.6		)
Goodwill	$	198.0

The purchase price allocation is considered final. 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.

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations present consolidated information of the Company as if the acquisitions of Con-way, ND, New Breed and Pacer had occurred as of January 1, 2014:



	Pro Forma Years Ended December 31,
(Dollars in millions, except per share data)	2015			2014
Revenue	$	14,833.5		$	14,991.0
Operating income	$	204.0		$	279.4
Net loss attributable to common shareholders	$	(245.9	)	$	(172.7	)
Basic loss per share	$	(2.28	)	$	(2.03	)
Diluted loss per share	$	(2.28	)	$	(2.03	)

Pro forma revenue decreased from 2014 to 2015 primarily due to a strengthening of the USD relative to the EUR (which had a negative impact on legacy ND’s revenue in 2015). Pro forma operating income and net loss attributable to common shareholders decreased from 2014 to 2015 primarily due to a strengthening of the USD relative to the EUR and costs incurred in 2015 in connection with various integration and restructuring activities. 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 Con-way, ND, New Breed, Pacer and the Company. The unaudited pro forma consolidated results incorporate historical financial information for all significant acquisitions since January 1, 2014. The historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed these acquisitions on January 1, 2014.

- 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=56956515&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479

+ Details

Restructuring Charges

12 Months Ended

Dec. 31, 2015

Restructuring and Related Activities [Abstract]

Restructuring Charges

In conjunction with various acquisitions, the Company has initiated facility rationalization and severance programs to close facilities and reduce employment in order to improve efficiency and profitability or adjust for the loss of certain business. The programs include facility exit activities and employment reduction initiatives.

The amount of restructuring charges incurred during the years ended December 31, 2015 and 2014 and included in the consolidated statements of operations as sales, general and administrative expense is summarized below. The table also includes charges recorded on ND’s opening balance sheet which were incurred prior to the acquisition date. Only ND restructuring initiatives in existence at the acquisition date were included in the purchase price allocation.



			Twelve months ended December 31, 2014
(Dollars in millions)	Reserve Balance at December 31, 2013		Charges Incurred		Payments			Reserve Balance at December 31, 2014
Corporate
Contract termination	$	—	$	6.0	$	(2.2	)	$	3.8
Severance	—		5.4		(4.1		)	1.3
Total	$	—	$	11.4	$	(6.3	)	$	5.1



			Twelve months ended December 31, 2015
(Dollars in millions)	Reserve Balance at December 31, 2014		From ND Acquisition		Charges Incurred		Payments			Reserve Balance at December 31, 2015
Transportation
Contract termination	$	—	$	0.1	$	—	$	—		$	0.1
Facilities	—		—		0.8		(0.2		)	0.6
Severance	—		4.8		27.3		(5.4		)	26.7
Total	—		4.9		28.1		(5.6		)	27.4
Logistics
Contract termination	—		0.1		0.9		(0.2		)	0.8
Severance	—		9.3		21.3		(5.1		)	25.5
Total	—		9.4		22.2		(5.3		)	26.3
Corporate
Contract termination	3.8		—		3.3		(3.1		)	4.0
Severance	1.3		—		3.3		(1.1		)	3.5
Total	5.1		—		6.6		(4.2		)	7.5
Total	$	5.1	$	14.3	$	56.9	$	(15.1	)	$	61.2

Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Lease Commitments

Under operating leases, the Company is required to make payments 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. Certain leases also contain provisions that allow the Company to extend the leases for various renewal periods.

Under certain capital lease agreements, the Company guarantees the residual value of tractors at the end of the lease term. The stated amounts of the residual-value guarantees have been included in the minimum lease payments below.

In connection with its capital leases, the Company reported $38.3 million of revenue equipment and $5.5 million of accumulated depreciation in the consolidated balance sheets as of December 31, 2015. Additionally, the Company reported $26.7 million of other equipment and $1.8 million of accumulated depreciation in the consolidated balance sheets as of December 31, 2015. There were an inconsequential amount of capital leases in 2014.

Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year, at December 31, 2015, were as follows:



(Dollars in millions)	Capital Leases			Operating Leases
Year ending December 31:
2016	$	22.0		$	537.0
2017	14.8			414.1
2018	14.3			327.6
2019	3.8			246.9
2020	2.4			179.1
Thereafter (through 2027)	3.6			502.1
Total minimum lease payments	$	60.9		$	2,206.8
Amount representing interest	(1.8		)
Present value of minimum lease payments	$	59.1

Rent expense was approximately $412.1 million, $82.3 million and $6.9 million for the years ended December 31, 2015, 2014 and 2013, 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, claims regarding anti-competitive practices, and employment-related claims, including claims involving asserted breaches of employee restrictive covenants and tortious interference with contract. These proceedings also include numerous purported class-action lawsuits, multi-plaintiff and individual lawsuits and state tax and other administrative proceedings that claim either that the Company’s owner operators or contract carriers should be treated as employees, rather than independent contractors, or that certain of the Company's drivers were not paid for all compensable time or were not provided with required meal or rest breaks. These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both.

The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. In connection with certain acquisitions of privately-held businesses, the Company has retained purchase price holdbacks or escrows to provide security for a negotiated duration with respect to damages incurred in connection with pre-acquisition claims and litigation matters. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued therefor or the applicable purchase price holdback or escrow, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or states that such an estimate cannot be made. The evaluation as to whether a loss is reasonably possible or probable is based on the Company’s assessment, in conjunction with legal counsel, regarding the ultimate outcome of the matter.

The Company believes that it has adequately accrued for, or has adequate purchase price holdbacks or escrows with respect to, the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which the Company is presently party will have a material adverse effect on its results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred.

The Company carries liability and excess umbrella insurance policies that it deems sufficient to cover potential legal claims arising in the normal course of conducting its operations as a transportation company. The liability and excess umbrella insurance policies do not cover the misclassification claims described in this Note. In the event the Company is required to satisfy a legal claim outside the scope of the coverage provided by insurance, the Company’s financial condition, results of operations or cash flows could be negatively impacted.

Intermodal Drayage Classification Claims

Certain of the Company’s intermodal drayage subsidiaries received notices from the California Labor Commissioner, Division of Labor Standards Enforcement (the “DLSE”), that a total of approximately 150 owner operators contracted with these subsidiaries filed claims in 2012 with the DLSE in which they assert that they should be classified as employees, as opposed to independent contractors. These claims seek reimbursement for the owner operators’ business expenses, including fuel, tractor maintenance and tractor lease payments. After a decision was rendered by a DLSE hearing officer in seven of these claims, in 2014, the Company appealed the decision to California Superior Court, San Diego, where a de novo trial was held on the merits of those claims. On July 17, 2015, the court issued a final statement of decision finding that the seven claimants were employees rather than independent contractors, and awarding an aggregate of $2.9 million plus post-judgment interest and attorneys’ fees to the claimants. The Company appealed this judgment, but cannot provide assurance that such appeal will be successful. The remaining DLSE claims (the “Pending DLSE Claims”) have been transferred to California Superior Court in three separate actions involving approximately 200 claimants, including the approximately 150 claimants mentioned above. These matters are in the initial procedural stages. The Company believes that it has adequately accrued for the potential impact of loss contingencies relating to the Pending DLSE Claims that are probable and reasonably estimable. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of the Pending DLSE Claims.

One of these intermodal drayage subsidiaries also is a party to a putative class action litigation (Manuela Ruelas Mendoza v. Pacer Cartage, Inc.) brought by Edwin Molina on August 19, 2013 and currently pending in the U.S. District Court, Southern District of California. Mr. Molina asserts that he should be classified as an employee, as opposed to an independent contractor, and seeks damages for alleged violation of various California wage and hour laws. Mr. Molina seeks to have the litigation certified as a class action involving all owner-operators contracted with this subsidiary at any time from August 2009 to the present, which could involve as many as 600 claimants. Certain of these potential claimants also may have Pending DLSE. 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 an agreement to settle this litigation with the claimant. The settlement agreement has been approved by the court but remains subject to acceptance by a minimum percentage of members of the purported class. There can be no assurance that the settlement agreement will be accepted by the requisite percentage of members of the purported class.

Another of the Company’s intermodal drayage subsidiaries is a party to a putative class action litigation (C. Arevalo v. XPO Port Services, Inc.) brought by Carlos Arevalo in the Superior Court for the State of California, County of Los Angeles Central District filed in August 2015. Mr. Arevalo asserts that he should be classified as an employee, as opposed to an independent contractor, and seeks damages for alleged violation of various California wage and hour laws. Mr. Arevalo seeks to have the litigation certified as a class action involving all owner-operators contracted with this subsidiary at any time from August 2011 to the present. Certain of these potential claimants also may have Pending DLSE Claims. This matter is in the initial pleading stage and the court has not yet determined whether to certify the matter as a class action. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, that it may incur as a result of this matter.

Last Mile Logistics Classification Claims

Certain of the Company’s last mile logistics subsidiaries are party to several putative class action litigations brought by independent contract carriers contracted with these subsidiaries in which the contract carriers assert that they should be classified as employees, as opposed to independent contractors. The particular claims asserted vary from case to case, but the claims generally allege unpaid wages, overtime, alleged failure to provide meal and rest periods and seek reimbursement of the contract carriers’ business expenses. Putative class actions against the Company’s subsidiaries are pending in Massachusetts (Celso Martins, Alexandre Rocha, and Calvin Anderson v. 3PD, Inc. filed in June 2011, pending in U.S. District Court, Massachusetts), Illinois (Marvin Brandon, Rafael Aguilera, and Aldo Mendez-Etzig v. 3PD, Inc. filed in May 2013, pending in U.S. District Court, Northern District of Illinois), California (Cesar Ardon et al v 3PD, Inc., filed in September 2013, pending in U.S. District Court, Central District of California and Fernando Ruiz v. Affinity Logistics Corp., filed in May 2005, pending in U.S. District Court, Southern District of California), New Jersey (Leonardo Alegre v. Atlantic Central Logistics, Simply Logistics, Inc., filed in March 2015, pending in U.S. District Court, New Jersey), Pennsylvania (Victor Reyes v. XPO Logistics, Inc., filed in May 2015, pending in U.S. District Court, Pennsylvania) and Connecticut (Carlos Taveras v. XPO Last Mile, Inc., filed in November 2015, pending in U.S. District Court, Connecticut). The Company has completed the settlement of the California (Ardon) litigation. The Company also has reached tentative agreements to settle the Massachusetts and Illinois litigations with the respective claimants, subject to court approval (in the case of the Massachusetts litigation) and acceptance by a minimum percentage of members of the respective purported class. There can be no assurance that the settlement agreements will be finalized and executed, that the respective court will approve any such settlement agreement or that it will be accepted by the requisite percentage of members of the respective purported class. The Company believes that it has adequately accrued for the potential impact of loss contingencies relating to the foregoing last mile logistics claims. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of these claims.

Last Mile TCPA Claims

The Company is a party to a putative class action litigation (Leung v. XPO Logistics, Inc., filed in May 2015 in the U.S. District Court, Illinois) alleging violations of the Telephone Consumer Protection Act (TCPA) related to an automated customer call system used by a last mile logistics business that the Company acquired. The Company has asserted indemnity rights pursuant the agreement by which it acquired this business, subject to certain limits. This matter is in the initial pleading stage and the court has not yet determined whether to certify the matter as a class action. The Company believes that it has adequately accrued for the potential impact of loss contingencies relating to this matter that are probable and reasonably estimable. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of this matter.

Less Than Truckload Meal Break Claims

The Company’s LTL subsidiary is a party to several class action litigations alleging violations of the state of California's wage and hour laws. Plaintiffs allege failure to provide drivers with required meal breaks and rest breaks. Plaintiffs seek to recover unspecified monetary damages, penalties, interest and attorneys’ fees. The primary case is Jose Alberto Fonseca Pina, et al. v. Con-way Freight Inc., et al. (the “Pina case”). The Pina case was initially filed in November 2009 in Monterey County Superior Court and was removed to the U.S. District Court of California, Northern District. On April 12, 2012, the court granted plaintiff's request for class certification in the Pina case as to a limited number of issues. The class certification rulings do not address whether the Company will ultimately be held liable.

The Company has denied any liability with respect to these claims and intends to vigorously defend itself in this case. The Company believes that it has adequately accrued for the potential impact of loss contingencies relating to these claims. There are multiple factors that render the Company unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of these claims, including: (1) the Company is vigorously defending itself and believes that it has a number of meritorious legal defenses; and (2) at this stage in the case, there are unresolved questions of fact that could be important to the resolution of this matter.

Con-way Acquisition Litigation

On October 7, 2015, a purported stockholder of Con-way filed a putative class action complaint in the Delaware Court of Chancery, captioned Abrams v. Espe, et al., C.A. No. 11585-VCN. The complaint named the members of the board of directors of Con-way, XPO and an affiliate, and Citigroup Inc., financial advisor to Con-way in connection with the proposed acquisition, as defendants. The complaint alleged that the directors breached their fiduciary duties by, among other things, failing to maximize shareholder value in connection with the proposed transaction and failing to disclose certain information in the Schedule 14D-9 of Con-way relating to the proposed acquisition. The complaint also alleged that the other defendants aided and abetted those alleged breaches of fiduciary duty. The lawsuit sought, among other relief, rescissory damages and recovery of the costs of the action, including reasonable attorneys' and experts' fees. On February 24, 2016, the plaintiff filed a Stipulation and Proposed Order requesting dismissal of the action, and further noting their intent to submit an application for an award of attorneys’ fees and reimbursement of expenses. On February 24, 2016, the Delaware court granted the Order. No application for attorney’s fees and expenses has been made to date.

XPO Logistics Worldwide Government Services Investigation

On June 11, 2014, XPO Logistics Worldwide Government Services, LLC, formerly known as Menlo Worldwide Government Services, LLC (“Government Services”), a subsidiary of the contract logistics business that the Company acquired through the Con-way transaction, received a subpoena duces tecum from the U.S. Department of Defense Inspector General requesting records relating to an investigation of its compliance with the terms and conditions of its contractual arrangements with the United States Transportation Command (the “DTCI Contract”). Government Services received a follow-on Civil Investigative Demand from the U.S. Department of Justice dated September 30, 2015, related to the same or related matters. The Company believes that Government Services has fully complied in all material respects with the terms and conditions of the DTCI Contract. Government Services and XPO have cooperated fully in the investigation and intend to continue to do so. The Company is unable at this time to predict the outcome of the investigation. The Company has incurred and will continue to incur legal costs in connection with the investigation, and could incur additional costs, damages or penalties, depending on its outcome. The Company believes that it has adequately accrued for the potential impact of loss contingencies relating to this investigation that are probable and reasonably estimable. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of the investigation.

Property and Equipment

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

The following table summarizes the Company’s property and equipment as of December 31, 2015 and December 31, 2014:



	December 31,
(Dollars in millions)	2015			2014
Property and Equipment
Land	$	359.5		$	—
Buildings and leasehold improvements	476.8			33.2
Vehicles, tractors, trailers and tankers	1,440.5			4.4
Rail cars, containers and chassis	13.3			13.0
Machinery and equipment	312.6			44.4
Office and warehouse equipment	79.5			32.9
Computer software and equipment	379.3			141.3
	3,061.5			269.2
Less: Accumulated depreciation	(209.3		)	(47.3		)
Total Property and Equipment, net	$	2,852.2		$	221.9

Depreciation of property and equipment was $203.0 million, $35.8 million and $6.7 million for the years ended December 31, 2015, 2014 and 2013, respectively. The net book value of capitalized internally-developed software totaled $122.8 million and $70.1 million as of December 31, 2015 and 2014, respectively.

Intangible Assets

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The following summarizes the Company’s identifiable intangible assets as of December 31, 2015 and December 31, 2014:



	December 31,
(Dollars in millions)	2015			2014
Definite-lived intangibles:
Customer relationships	$	2,017.0		$	376.6
Trade names	51.0			15.4
Non-compete agreements	18.7			9.8
Carrier relationships	12.1			12.1
Other intangible assets	2.2			2.2
	2,101.0			416.1
Less: Accumulated amortization	(224.5		)	(74.6		)
Total Identifiable Intangible Assets, net	$	1,876.5		$	341.5

At December 31, 2015, accumulated amortization consists of $174.4 million for customer relationships, $29.1 million for trade names, $6.8 million for non-compete agreements, $12.1 million for carrier relationships, and $2.1 million for other intangible assets. At December 31, 2014, accumulated amortization consists of $52.0 million for customer relationships, $9.2 million for trade names, $2.9 million for non-compete agreements, $8.4 million for carrier relationships, and $2.1 million for other intangible assets.

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



(Dollars in millions)	2016		2017		2018		2019		2020
Estimated amortization expense	$	201.3	$	187.4	$	179.0	$	172.7	$	166.6

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 $160.8 million, $62.5 million and $14.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Goodwill

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following table is a roll-forward of goodwill from December 31, 2013 to December 31, 2015. The 2015 additions are the result of the goodwill recognized as excess purchase price in the acquisitions of Con-way, ND, BTT and UX, additional estimated litigation liabilities, and other adjustments related to prior year acquisitions for which the measurement period remained open. The 2014 additions are the result of the goodwill recognized as the excess purchase price in the acquisitions of Pacer, ACL and New Breed. For additional information on the litigation liabilities, refer to Note 5—Commitments and Contingencies.



(Dollars in millions)	Transportation			Logistics			Total
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
Acquisitions	1,942.6			1,792.9			3,735.5
Impact of foreign exchange translation	(23.7		)	(37.1		)	(60.8		)
Litigation liability adjustments, net of tax	10.5			—			10.5
Other adjustments	(1.7		)	(2.2		)	(3.9		)
Goodwill at December 31, 2015	$	2,504.7		$	2,105.9		$	4,610.6

Debt

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Debt

Senior Notes

On August 25, 2014, the Company completed a private placement of $500.0 million aggregate principal amount of 7.875% Senior Notes due 2019. On February 13, 2015, the Company completed an additional private placement of $400.0 million aggregate principal amount of Senior Notes due 2019 for a total issuance of $900.0 million. The additional Senior Notes due 2019 have terms identical to those of the $500.0 million Senior Notes due 2019 and were issued at a premium of 104%, resulting in a $16.0 million premium. On June 4, 2015, the Company completed a private placement of $1,600.0 million aggregate principal amount of 6.50% Senior Notes due 2022 and €500.0 million Euro-denominated aggregate principal amount of 5.75% Senior Notes due 2021. Total unamortized debt issuance costs related to the Senior Notes classified in long-term debt at December 31, 2015 are $43.6 million.

The Senior Notes due 2019 bear interest at a rate of 7.875% per annum payable semiannually, in cash in arrears, on March 1 and September 1 of each year, commencing March 1, 2015 and maturing on September 1, 2019. The Senior Notes due 2022 bear interest at a rate of 6.50% per annum payable semiannually, in cash in arrears, on June 15 and December 15 of each year, commencing December 15, 2015 and maturing on June 15, 2022. The Senior Notes due 2021 bear interest at a rate of 5.75% per annum payable semiannually, in cash in arrears, on June 15 and December 15 of each year, commencing December 15, 2015 and maturing on June 15, 2021.

The Senior Notes are guaranteed by each of the Company’s direct and indirect wholly-owned restricted subsidiaries (other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, the Company’s existing credit agreement (or certain replacements thereof) or guarantee certain capital markets indebtedness of the Company or any guarantor of the Senior Notes. The Senior Notes and the guarantees thereof are unsecured, unsubordinated indebtedness of the Company and the guarantors. Among other things, the covenants of the Senior Notes limit the Company’s ability to, with certain exceptions: incur indebtedness or issue disqualified stock; grant liens; pay dividends or make distributions in respect of capital stock; make certain investments or other restricted payments; prepay or repurchase subordinated debt; sell or transfer assets; engage in certain mergers, consolidations, acquisitions and dispositions; and enter into certain transactions with affiliates.

Prior to September 1, 2016, the Company may redeem some or all of the Senior Notes due 2019 at a price equal to 100% of the principal amount of the Senior Notes plus the applicable “make-whole” premium, as defined in the indenture. On and after September 1, 2016, the Company may redeem some or all of the senior notes for a redemption price that declines each year, as specified in the indenture. In addition, on or prior to September 1, 2016, the Company may redeem up to 40% of the aggregate principal amount of Senior Notes with the proceeds of certain equity offerings at 107.875% of their principal amount plus accrued interest. The Company may make such redemption only if, after any such redemption, at least 60% of the aggregate principal amount of senior notes originally issued remains outstanding.

The Company may redeem some or all of the Senior Notes due 2022 at any time prior to June 15, 2018 and some or all of the Senior Notes due 2021 at any time prior to December 15, 2017, in each case at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus the applicable “make-whole” premium, as defined in the indenture. On and after June 15, 2018, in the case of the Senior Notes due 2022, and on and after December 15, 2017, in the case of the Senior Notes due 2021, the Company may redeem some or all of the senior notes for a redemption price that declines each year, as specified in the indenture. In addition, on or prior to June 15, 2018 for the Senior Notes due 2022 and on or prior to December 15, 2017 for the Senior Notes due 2021, the Company may redeem up to 40% of the aggregate principal amount of each series of such senior notes with the proceeds of certain equity offerings at 106.5%, in the case of the Senior Notes due 2022, and at 105.75%, in the case of the Senior Notes due 2021, of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may make such redemption only if, after any such redemption, at least 60% of the aggregate principal amount of senior notes of the applicable series remains outstanding.

In conjunction with the Company’s acquisition of Con-way described in Note 3—Acquisitions, the Company assumed Con-way’s 7.25% Senior Notes due 2018 with an aggregate principal amount of $425.0 million. The Senior Notes due 2018 bear interest at a rate of 7.25% per annum payable semiannually, in cash in arrears, on January 15 and July 15 of each year, maturing on January 15, 2018. Prior to their maturity, the Company may redeem some or all of the Senior Notes due 2018 at a redemption price equal to the greater of (i) the principal amount being redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted at the redemption date on a semi-annual basis at the rate payable on a U.S. Treasury note having a comparable maturity plus 50 basis points. The notes also contain various restrictive covenants, including limitations on (i) the incurrence of liens and (ii) consolidations, mergers and asset sales.

The Senior Notes due 2018 require the Company to offer to repurchase the notes upon the occurrence of both (i) a change in control, and (ii) a below investment-grade rating by any two of Moody's, Standard and Poor's or Fitch Ratings. The repurchase price would be equal to 101% of the aggregate principal amount of the notes repurchased plus any accrued and unpaid interest. The acquisition of Con-way constituted a change of control under the terms and conditions of the Senior Notes due 2018. In October 2015, Standard and Poor’s downgraded Con-way’s corporate credit rating to ‘B’ from ‘BBB-’ and in November 2015 Moody’s downgraded Con-way’s senior unsecured notes to ‘B3’ from ‘Baa3’. As a result, the Company offered to redeem Senior Notes due 2018, and in December 2015, holders of $159.2 million of the Senior Notes due 2018 tendered the notes back to the Company, which the Company redeemed at 101% of par, plus accrued interest of $5.1 million.

Senior Debentures

In conjunction with the Company’s acquisition of Con-way described in Note 3—Acquisitions, the Company assumed Con-way’s 6.70% Senior Debentures due 2034 (the “Senior Debentures”) with an aggregate principal amount of $300.0 million. The Senior Debentures bear interest at a rate of 6.70% per annum payable semiannually, in cash in arrears, on May 1 and November 1 of each year, maturing on May 1, 2034. Prior to their maturity, the Company may redeem some or all of the Senior Debentures at a redemption price equal to the greater of (i) the principal amount being redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Debentures being redeemed, discounted at the redemption date on a semi-annual basis at the rate payable on a U.S. Treasury note having a comparable maturity plus 35 basis points. The Senior Debentures were issued under an indenture that restricts the Company’s ability, with certain exceptions, to incur debt secured by liens. In accordance with ASC 805 “Business Combinations,” the Senior Debentures were recorded at fair value on the Con-way acquisition date, resulting in a fair value discount of $101.3 million on October 30, 2015. Including amortization of the fair value adjustment, interest expense on the Senior Debentures is recognized at an annual effective interest rate of 10.96%.

Euro Private Placement Notes

In conjunction with the Company's acquisition of ND described in Note 3—Acquisitions, the Company assumed ND's Euro private placement debt of €75.0 million aggregate principal amount of 3.80% Notes due December 20, 2019 (the “Euro Private Placement Notes due 2019”) and €160.0 million aggregate principal amount of 4.00% Notes due December 20, 2020 (the “Euro Private Placement Notes due 2020” and together with the Euro Private Placement Notes due 2019, the “Euro Private Placement Notes”). The Euro Private Placement Notes due 2019 bear interest at a rate of 3.80% per annum payable annually, in cash in arrears, on December 20 of each year, maturing on December 20, 2019. The Euro Private Placement Notes due 2020 bear interest at a rate of 4.00% per annum payable annually, in cash in arrears, on December 20 of each year, maturing on December 20, 2020.

Under the terms of the Euro Private Placement Notes, the Company is required to give notice of the change of control to the holders of the Euro Private Placement Notes within 30 calendar days following its occurrence and the notice must specify the date fixed for early redemption which will be no earlier than 25 business days and no later than 30 business days from the date of the publication of the notice and the period of at least 15 business days from the publication of the notice during which the holders of the Euro Private Placement Notes may exercise their option. The consummation of the ND Share Purchase constituted a change of control under the terms and conditions of the Euro Private Placement Notes. As a result, each holder of the Euro Private Placement Notes has the option to require the Company to redeem all of the Euro Private Placement Notes held by such holder, at their principal amount plus accrued interest. The Company gave the required notice to the holders of the Euro Private Placement Notes in June 2015. In July 2015, holders of €223.0 million total Euro Private Placement Notes tendered the notes back to the Company, which the Company redeemed at par on July 31, 2015.

The Euro Private Placement Notes are subject to leverage ratio and indebtedness ratio financial covenants, as defined in the agreements. ND is required to maintain a leverage ratio of less than or equal to 3.50 and an indebtedness ratio of less than or equal to 2.00 as of each semi-annual testing date. As of December 31, 2015, the latest semi-annual testing date, ND is in compliance with the financial covenants.

The Company may redeem all, but not some, of the Euro Private Placement Notes at any time prior to the maturity date, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus the applicable “make-whole” premium, as defined in the indenture.

Asset Financing

In conjunction with the Company's acquisition of ND, the Company assumed ND's asset financing arrangements. The financing is unsecured and is used to purchase Company-owned trucks in Europe. The financing arrangements are denominated in USD, EUR, British Pounds Sterling and Romanian New Lei, with primarily floating interest rates. As of December 31, 2015, interest rates on asset financing range from 0.269% to 5.5% and initial terms range from five years to ten years.

Debt Facilities

The Company may from time to time use debt financing for acquisitions and business start-ups, among other corporate purposes. 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.

On October 30, 2015, the Company entered into the Second Amended and Restated Revolving Loan Credit Agreement (the “ABL Facility”) among XPO and certain of XPO’s U.S. and Canadian wholly owned subsidiaries (which include the U.S. subsidiaries of the former Con-way), as borrowers, the other credit parties from time to time party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc. (“MSSF”), as agent for such lenders. The ABL Facility replaces XPO’s existing Amended Credit Agreement, and, among other things, (i) increases the commitments under the ABL Facility to $1.0 billion, (ii) permits the previously announced acquisition of Con-way, and the transactions relating thereto, (iii) reduces the margin on loans under the ABL Facility by 0.25% from that contained in the existing Amended Credit Agreement and (iv) matures on October 30, 2020 (subject, in certain circumstances, to a springing maturity in the event that XPO’s Senior Notes due 2019 are not repaid or subjected to a cash reserve three months prior to the maturity date thereof). Up to $350 million of the ABL Facility is available for issuance of letters of credit, and up to $50 million of the ABL Facility is available for swing line loans. Total unamortized debt issuance costs related to the ABL Facility classified in other long-term assets at December 31, 2015 were $9.6 million.

Availability on the ABL Facility is equal to the borrowing base less advances and outstanding letters of credit. The borrowing base includes a fixed percentage of (i) eligible U.S. and Canadian accounts receivable plus (ii) any eligible U.S. and Canadian rolling stock and equipment. At December 31, 2015, the borrowing base was $932.9 million, which includes a portion of the Company’s tractor fleet. Availability under the ABL Facility was $692.3 million at December 31, 2015 after considering outstanding letters of credit of $240.6 million. At December 31, 2015, there are no outstanding advances on the ABL Facility. XPO may from time to time increase base availability under the ABL Facility up to $1.0 billion less any then outstanding letters of credit by including into the borrowing additional rolling stock and equipment. A maximum of 20% of the borrowing base can be attributable to the equipment and rolling stock in the aggregate.

The ABL Facility is secured on a first lien basis by the assets of the credit parties which constitute ABL Facility priority collateral and on a second lien basis by certain other assets. ABL Facility priority collateral consists primarily of U.S. and Canadian accounts receivable as well as any U.S. and Canadian rolling stock and equipment included by XPO in the borrowing base. The Company’s borrowings under the ABL Facility will bear interest at a rate equal to LIBOR or a Base Rate, as defined in the agreement, plus an applicable margin of 1.50% to 2.00%, in the case of LIBOR loans, and 0.50% to 1.00%, in the case of Base Rate loans. The ABL Facility contains representations and warranties, affirmative and negative covenants and events of default customary for agreements of this nature. The commitment termination date on the ABL Facility is the earlier of (a) the stated termination date, October, 30, 2020, and (b) May 31, 2019 (the “Early Termination Date”), unless prior to or as of the Early Termination Date, the Senior Notes due 2019 have been discharged, defeased, redeemed, repaid in full, all obligations thereunder have been terminated or the maturity thereof has been extended beyond February 1, 2021.

Among other things, the covenants in the ABL Facility limit the Company’s ability to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. In certain circumstances, such as if availability is below certain thresholds, the ABL Facility also requires the Company to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Facility) of not less than 1.00 to 1.00. As of December 31, 2015, the Company is in compliance with this financial covenant. If an event of default under the ABL Facility shall occur and be continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. Certain subsidiaries acquired by the Company in the future may be excluded from the restrictions contained in certain of the foregoing covenants.

In connection with the Company’s acquisition of Con-way, the Company terminated Con-way’s existing credit agreement and transferred all outstanding letters of credit to the ABL Facility.

Convertible Senior Notes

At December 31, 2015, the Company had outstanding $52.3 million aggregate principal amount of Convertible Notes. Total unamortized debt issuance costs classified in long-term debt at December 31, 2015 are $1.2 million. Interest is payable on the Convertible Notes on April 1 and October 1 of each year.

During the year ended December 31, 2015, the Company issued an aggregate of 3,315,705 shares of the Company’s common stock to certain holders of the Convertible Notes in connection with the conversion of $54.5 million aggregate principal amount of the Convertible Notes. The conversions were allocated to long-term debt and equity in the amounts of $46.8 million and $55.6 million, respectively. A loss on conversion of $10.0 million was recorded as part of the transactions. Certain of these transactions represented induced conversions pursuant to which the Company paid the holder a market-based premium in cash. The negotiated market-based premiums, in addition to the difference between the current fair value and the book value of the Convertible Notes, were reflected in interest expense. The number of shares of common stock issued in the foregoing transactions equals the number of shares of common stock presently issuable to holders of the Convertible Notes upon conversion under the original terms of the Convertible Notes.

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

The Convertible Notes may be redeemed by the Company on or after October 1, 2015 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. As of December 31, 2015 the Convertible Notes were redeemable under this provision. The Company may redeem the Convertible Notes in whole, but not in part, at a redemption price in cash equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a make-whole premium payment. The “make whole premium” payment or delivery will be made, as the case may be, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, equal to the present values of the remaining scheduled payments of interest on the Convertible Notes to be redeemed through October 1, 2017 (excluding interest accrued to, but excluding, the redemption date), computed using a discount rate equal to 4.50%. The make-whole premium is paid to holders whether or not they convert the Convertible Notes following the Company’s issuance of a redemption notice.

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

Term Loan Facility

On October 30, 2015, XPO entered into a senior secured term loan credit agreement (the “Term Loan Facility”) with certain U.S. subsidiaries of XPO from time to time party thereto, MSSF, as agent, and the lenders from time to time party thereto. The Term Loan Facility provided for a single borrowing of $1.6 billion on the date thereof, which XPO used, together with cash on hand, to finance the consummation of the Offer and the acquisition of Con-way on October 30, 2015 and the transactions related thereto. The Term Loan Facility was issued at an original issue discount of $32.0 million.

The Term Loan Facility is secured on a first lien basis by certain assets of the credit parties which constitute Term Loan Facility priority collateral, as described in the Term Loan Facility loan documents, and on a second lien basis by ABL Facility priority collateral. Term Loan Facility priority collateral consists primarily of capital stock of certain of XPO’s subsidiaries and certain intellectual property, investment property and real estate assets owned by the credit parties. The Term Loan Facility contains representations and warranties, affirmative and negative covenants and events of default customary for agreements of this nature. XPO’s borrowings under the Term Loan Facility will bear interest at a rate equal to LIBOR or a Base Rate, as defined in the agreement, plus an applicable margin of 4.50%, in the case of LIBOR loans, and 3.50%, in the case of Base Rate loans. The Term Loan Facility matures on October 30, 2021. Total unamortized debt issuance costs related to the Term Loan Facility classified in long-term debt at December 31, 2015 are $28.2 million.

On the last business day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2016, a portion of the principal amount in an amount equal to 0.25% of the loan amount is to be repaid. In addition, commencing with the fiscal year ending December 31, 2016, the Company must prepay an aggregate principal amount of the Term Loan Facility equal to (a) 50% of Excess Cash Flow, as defined in the agreement, if any, for the most recent fiscal year ended minus (b) the sum of (i) all voluntary prepayments of loans during such fiscal year and (ii) all voluntary prepayments of loans under the ABL Facility or any other revolving credit facilities during such fiscal year to the extent accompanied by a corresponding permanent reduction in the commitments under the credit agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are funded with internally generated cash flow, as defined in the agreement; provided, further, that (x) the Excess Cash Flow percentage shall be 25% if the Consolidated Secured Net Leverage Ratio of Borrower, as defined in the agreement, for the fiscal year was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the Excess Cash Flow percentage shall be 0% if the Consolidated Secured Net Leverage Ratio of Borrower for the fiscal year was less than or equal to 2.50:1.00. The remaining principal is due at maturity.

The following table outlines the Company’s debt obligations as of December 31, 2015 and December 31, 2014:



(Dollars in millions)	Stated Interest Rates		Initial Term (months)	As of December 31, 2015			As of December 31, 2014
ABL Facility	2.64	%	60	$	—		$	—
Senior Notes due 2022	6.50	%	84	1,600.0			—
Senior Notes due 2021	5.75	%	72	544.4			—
Senior Notes due 2019	7.88	%	60	900.0			500.0
Senior Notes due 2018	7.25	%	120	265.8			—
Term loan facility	5.50	%	72	1,600.0			—
Senior Debentures due 2034	6.70	%	360	300.0			—
Convertible senior notes	4.50	%	60	52.3			106.8
Euro Private Placement Notes due 2020	4.00	%	84	13.1			—
Asset financing [a]	1.38	%	67	262.5			—
Notes payable	Various		Various	3.5			1.8
Capital leases for equipment	1.40	%	70	59.1			0.2
Total debt				5,600.7			608.8
Plus: unamortized premium on Senior Notes due 2019				13.2			—
Plus: unamortized fair value premium on Senior Notes due 2018				2.4			—
Plus: unamortized fair value premium on Euro Private Placement Notes				1.4			—
Less: unamortized fair value discount on Senior Debentures due 2034				(101.0		)	—
Less: unamortized discount on convertible senior notes				(4.3		)	(14.9		)
Less: unamortized discount on term loan facility				(31.5		)	—
Less: current maturities of long-term debt				(135.3		)	(1.8		)
Less: debt issuance costs				(73.0		)	$	(11.8	)
Total long-term debt, net of current maturities				$	5,272.6		$	580.3

[a] The stated interest rate and initial term (in months) for the asset financing is the weighted-average stated interest rate and initial term (in months), respectively.

The following table outlines the Company’s principal payment obligations on debt and capital leases for the next five years:



(Dollars in millions)	2016		2017		2018		2019		2020
Principal payments on debt and capital leases	$	135.3	$	174.5	$	345.5	$	940.6	$	34.9

Employee Benefit Plans

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Defined Benefit Pension Plans

As a result of the Company's acquisition of ND as described in Note 3—Acquisitions, the Company maintains defined benefit pension plans for certain employees in the United Kingdom. These plans consist of the Christian Salvesen Pension Scheme (“CSPS”) and TDG Pension Scheme (“TDGPS” and together with the CSPS, the “UK Plans”). As a result of the Company’s acquisition of ND, the Company also maintains defined benefit pension plans for certain of its foreign subsidiaries. These international defined benefit pension plans are excluded from the disclosures below due to their immateriality.

As a result of the Company’s acquisition of Con-way as described in Note 3—Acquisitions, the Company maintains defined benefit pension plans for certain employees in the United States. These pension plans include qualified plans that are eligible for certain beneficial treatment under the Internal Revenue Code of 1986, as amended (“IRC”), as well as non-qualified plans that do not meet the IRC criteria. The Company’s qualified defined benefit pension plans consist of a primary qualified defined benefit pension plan and another qualified defined benefit pension plan (the “U.S. Qualified Plans”). The Company’s non-qualified defined benefit pension plans (collectively, the “U.S. Non-Qualified Pension Plans” and together with the U.S. Qualified Plans, the “U.S. Plans”) consist mostly of a primary non-qualified supplemental defined benefit pension plan and provides additional benefits for certain employees who are affected by IRC limitations on compensation eligible for benefits available under the qualified plans. As a result of the Company’s acquisition of Con-way, the Company maintains defined benefit pension plans sponsored by certain of Con-way’s foreign subsidiaries. These international defined benefit pension plans are excluded from the disclosures below due to their immateriality. Both the U.S. and UK Plans do not allow for new plan participants or additional benefit accruals.

Defined benefit pension plan obligations are measured based on the present value of projected future benefit payments for all participants for services rendered to date. The projected benefit obligation is a measure of benefits attributed to service to date assuming that the plan continues in effect and that estimated future events (including turnover and mortality) occur. The net periodic benefit costs are determined using assumptions regarding the projected benefit obligation and the fair value of plan assets as of the ND and Con-way acquisition dates. Net periodic benefit costs are recorded in sales, general and administrative expense. The funded status of the defined benefit pension plans, which represents the difference between the projected benefit obligation and the fair value of plan assets, is calculated on a plan-by-plan basis. The Company did not have defined benefit pension plans prior to June 2015.

Funded Status of Defined Benefit Pension Plans

The following tables provide a reconciliation of the changes in the plans’ projected benefit obligations as of December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans			UK Plans
Projected benefit obligation at December 31, 2014	$	—		$	—		$	—
From acquisitions	1,685.8			74.1			1,393.4
Interest cost	12.7			0.5			28.6
Actuarial gain	(23.0		)	(0.7		)	(65.3		)
Foreign currency exchange rate changes	—			—			(37.5		)
Benefits paid	(9.7		)	(0.9		)	(31.5		)
Projected benefit obligation at December 31, 2015	$	1,665.8		$	73.0		$	1,287.7

The following tables provide a reconciliation of the changes in the plans' fair value of plan assets as of December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans			UK Plans
Fair value of plan assets at December 31, 2014	$	—		$	—		$	—
From acquisitions	1,659.4			—			1,290.5
Actual return (loss) on plan assets	(29.8		)	—			(30.3		)
Employer contributions	—			0.9			10.3
Benefits paid	(9.7		)	(0.9		)	(31.5		)
Foreign currency exchange rate changes	—			—			(35.2		)
Fair value of plan assets at December 31, 2015	$	1,619.9		$	—		$	1,203.8

The following table provides the funded status of the plans as of December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans			UK Plans
Funded Status:
Fair value of plan assets	$	1,619.9		$	—		$	1,203.8
Projected benefit obligation	1,665.8			73.0			1,287.7
Funded status at December 31, 2015	$	(45.9	)	$	(73.0	)	$	(83.9	)
Funded Status Recognized in Balance Sheet:
Long-term assets	$	17.3		$	—		$	—
Current liabilities	—			(5.2		)	—
Long-term liabilities	(63.2		)	(67.8		)	(83.9		)
Total liability at December 31, 2015	$	(45.9	)	$	(73.0	)	$	(83.9	)
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	$	1,645.7		$	73.0		$	1,287.7
Fair value of plan assets	1,582.5			—			1,203.8
Weighted-average assumptions as of December 31:
Discount rate	4.65		%	4.65		%	3.75		%

The following table provides amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit expense as of December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans		UK Plans
Actuarial gain (loss)	$	(22.2	)	$	0.7	$	0.5

The following table sets forth the amount of net periodic benefit cost and amounts recognized in other comprehensive income or loss for the year ended December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans			UK Plans
Net periodic benefit expense (income):
Interest cost	$	12.7		$	0.5		$	28.6
Expected return on plan assets	(15.4		)	—			(34.6		)
Net periodic benefit expense (income)	$	(2.7	)	$	0.5		$	(6.0	)
Amounts recognized in other comprehensive income or loss:
Actuarial loss (gain)	22.2			(0.7		)	(0.5		)
Loss (gain) recognized in other comprehensive income or loss	$	22.2		$	(0.7	)	$	(0.5	)

No amounts in accumulated other comprehensive loss are expected to be recognized as components of net periodic benefit expense (income) for the year ended December 31, 2016.

The following table outlines the weighted-average assumptions used to determine the net periodic benefit cost at December 31, 2015:



	U.S. Qualified Plans		UK Plans
Discount rate	4.55	%	3.75	%
Expected long-term rate of return on plan assets	5.57	%	5.40	%

No rate of compensation increase was assumed as the plans are frozen to additional participant benefit accruals. As of December 31, 2015, the impact of a 25 basis point decrease in the discount rate would increase the projected benefit obligation by approximately $60.0 million, $1.9 million and $51.0 million for the U.S. Qualified Plans, U.S. Non-Qualified Plans and UK Plans, respectively.

Expected benefit payments for the defined benefit pension plans are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.



(Dollars in millions)	U.S. Qualified Plans		U.S Non-Qualified Plans		UK Plans
Year ending December 31:
2016	$	66.0	$	5.2	$	51.9
2017	70.1		5.2		53.4
2018	74.3		5.2		54.9
2019	78.9		5.2		59.3
2020	83.8		5.2		60.8
2021-2025	479.5		25.2		347.1

Plan Assets

U.S. Qualified Plans

The U.S. Qualified Plans’ assets are segregated from those of the Company and are managed pursuant to a long-term allocation strategy that seeks to mitigate the funded status volatility by increasing exposure to fixed income investments over time. This strategy was developed by analyzing a variety of diversified asset-class combinations in conjunction with the projected liabilities.

The current investment strategy is to achieve a mix of approximately 76% in fixed income securities and 24% of investments in equity securities. The target allocations for fixed income securities includes 7% in global opportunistic fixed income. The target allocations for equity securities include 12% in U.S. large companies, 2% in U.S. small companies, and 10% in international companies. Investments in equity securities are allocated between growth- and value-style investment strategies and are diversified across industries and investment managers. Investments in fixed income securities consist primarily of high-quality U.S. and global corporate or government debt instruments in a variety of industries. Investments in equity and fixed income securities consist of individual securities held in managed separate accounts as well as commingled investment funds.

The investment strategy does not include a meaningful long-term investment allocation to cash and cash equivalents; however, the cash allocation may rise periodically in response to timing considerations regarding contributions, investments, and the payment of benefits and eligible plan expenses. Additionally, the level of cash and cash equivalents may reflect the un-invested balance of each manager's allocated portfolio balance. This "un-invested cash" is typically held in a short-term fund that invests in money-market instruments, including commercial paper and other liquid short-term interest-bearing instruments.

The investment policy does not allow investment managers to use market-timing strategies or financial derivative instruments for speculative purposes. However, financial derivative instruments are used to manage risk and achieve stated investment objectives regarding duration, yield curve, credit and equity exposures. Generally, the investment managers are prohibited from short selling, trading on margin, and trading commodities, warrants or other options, except when acquired as a result of the purchase of another security, or in the case of options, when sold as part of a covered position. The Company’s investment policies also restrict the investment managers from accumulating concentrations by issuer, country or industry segment.

The assumption of 5.65% for the overall expected long-term rate of return in 2016 was developed using asset allocation, return, risk (defined as standard deviation), and correlation expectations. The return expectations are created using long-term historical returns and current market expectations for inflation, interest rates and economic growth.

UK Plans

The UK Plans’ assets are segregated from those of the Company and invested by trustees, which include Company representatives, with the goal of meeting the respective plans' projected future pension liabilities. The trustees' investment objectives are to meet the performance target set in the deficit recovery plans of the schemes in a risk-controlled framework. The actual asset allocations of the plans are in line with the target asset allocations. The target asset allocation of the CSPS consists of 25% matching assets (UK gilts and cash) and 75% growth assets (consisting of government and credit - commingled funds, illiquid credit, hedge funds, dynamic asset allocation, and risk parity). The CSPS target asset allocation also includes 40% notional exposure for synthetic equity exposure. The target asset allocation of the TDGPS consists of 30% matching assets (UK gilts and cash) and 70% growth assets (consisting of government and credit - commingled funds, illiquid credit, hedge funds, real estate alternatives, dynamic asset allocation, and risk parity). The target asset allocations of both plans include acceptable ranges for each asset class, which are typically +/- 10% from the target.

The risk parity and dynamic asset allocation categories include investments in multi-asset funds. These funds are designed to provide a diversified exposure to markets with less volatility than equities. Collateral assets consist of UK gilts and cash, which are used to back derivative positions used to hedge the sensitivity of the liability to changes in interest rates and inflation, such that approximately 85% of the actuarial liability sensitivities were hedged as of December 31, 2015. The derivative positions are also used to gain a synthetic exposure to equity markets. Investments in illiquid credit fixed income securities, real estate and hedge funds are less liquid and typically are categorized as Level 3 in the fair value hierarchy, given the inherent restrictions on redemptions that may impact the Company's ability to sell the investment at its net asset value in the near term.

The expected return over 2016 is 5.4%. The approach to determine the expected long-term rate of return on plan assets is consistent with the one used for the U.S. Plans.

The following table sets forth the fair values of investments held in the pension plans by major asset category as of December 31, 2015, as well as the percentage that each asset category comprises of total plan assets:



(Dollars in millions)
Asset Category (U.S. Qualified Plans)	Level 1		Level 2			Level 3		Total			Percentage of Plan Assets
Cash and Cash Equivalents
Short-term investment fund	$	—	$	34.3		$	—	$	34.3		2.1	%
Equity
U.S. large companies
S&P 500 futures	0.7		—			—		0.7			—	%
Growth	91.4		—			—		91.4			5.6	%
Value	88.2		—			—		88.2			5.4	%
U.S. Small Companies
Value	27.1		—			—		27.1			1.7	%
International
Growth	66.1		—			—		66.1			4.1	%
Value fund	—		65.9			—		65.9			4.1	%
Fixed Income Securities
Global long-term debt instruments	158.1		1,088.1			—		1,246.2			76.9	%
Total U.S. Plan Assets	$	431.6	$	1,188.3		$	—	$	1,619.9		100.0	%

Asset Category (UK Plans)
Cash and Cash Equivalents	$	32.8	$	—		$	—	$	32.8		2.7	%
Fixed Income Securities
Government	260.3		—			—		260.3			21.6	%
Government and credit - commingled funds	—		210.8			—		210.8			17.5	%
Illiquid credit [a]	—		—			55.2		55.2			4.6	%
Derivatives
Equity	20.8		—			—		20.8			1.7	%
Interest rate	—		13.1			—		13.1			1.1	%
Currencies	—		(1.6		)	—		(1.6		)	(0.1	)%
Hedge Funds [b]	—		—			40.6		40.6			3.4	%
Diversified Multi-Asset Funds
Risk parity	—		235.2			—		235.2			19.5	%
Dynamic asset allocation	49.6		287.0			—		336.6			28.0	%
Total UK Plan Assets	$	363.5	$	744.5		$	95.8	$	1,203.8		100.0	%

[a] This fund is not publicly traded and does not have a readily determinable fair value. Accordingly, the fund is valued at its net asset value per share. The underlying investments in the fund consist primarily of commercial mortgage-backed securities and real estate loans.

[b] The fair value of the fund is based on the fair value of the underlying assets, substantially all of which is invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on anniversary of investment with 60 days’ prior notice.

The following table is a roll-forward of Level 3 instruments measured at fair value on a recurring basis from December 31, 2014 to December 31, 2015:



(Dollars in millions)	Illiquid Credit			Hedge Funds			Real Estate			Total
Balance at December 31, 2014	$	—		$	—		$	—		$	—
From ND acquisition	56.5			46.3			1.9			104.7
Actual return on assets:
Assets held at end of period	0.3			(4.3		)	—			(4.0		)
Assets sold during the period	—			—			(0.2		)	(0.2		)
Sales	—			—			(1.7		)	(1.7		)
Foreign currency exchange rate changes	(1.6		)	(1.4		)	—			(3.0		)
Balance at December 31, 2015	$	55.2		$	40.6		$	—		$	95.8

There was no XPO common stock held in plan assets as of December 31, 2015. The U.S. Non-Qualified Pension Plans are unfunded.

Funding

The Company’s funding practice is to evaluate its tax and cash position, as well as the funded status of its plans, in determining its planned contributions. The Company estimates that it will contribute $5.2 million to its U.S. Plans and $16.3 million to its UK Plans in 2016; however, this could change based on variations in interest rates, asset returns and other factors.

Defined Contribution Retirement Plans

The Company’s cost for defined contribution retirement plans was $13.0 million in 2015. The Company did not have significant defined contribution retirement plan costs prior to its acquisition of Con-way, as described in Note 3—Acquisitions.

Postretirement Medical Plan

As a result of the Company’s acquisition of Con-way as described in Note 3—Acquisitions, the Company sponsors a postretirement medical plan that provides health benefits to certain non-contractual employees at least 55 years of age with at least 10 years of service (the “Postretirement Plan”). The Postretirement Plan does not provide employer-subsidized retiree medical benefits for employees hired on or after January 1, 1993.

Funded Status of Postretirement Medical Plan

The following sets forth the changes in the benefit obligation and the determination of the amounts recognized in the consolidated balance sheets for the Postretirement Plan at December 31:



(Dollars in millions)	2015
Projected benefit obligation at December 31, 2014	$	—
From Con-way acquisition	51.0
Service cost – benefits earned during the year	0.1
Interest cost on projected benefit obligation	0.3
Actuarial loss (gain)	3.3
Participant contributions	0.3
Benefits paid	(1.0		)
Projected and accumulated benefit obligation at December 31, 2015	$	54.0
Funded status of the plan	$	(54.0	)
Amounts recognized in the balance sheet consist of :
Current liabilities	(4.0		)
Long-term liabilities	(50.0		)
Net amount recognized	$	(54.0	)
Discount rate assumption as of December 31, 2015	4.20		%

The amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit expense consist of the following:



(Dollars in millions)	2015
Actuarial loss	$	(3.3	)
	$	(3.3	)

Net Periodic Benefit Expense for Postretirement Medical Plan

Net periodic benefit expense and amounts recognized in other comprehensive income or loss for the year ended December 31, 2015 includes the following:



(Dollars in millions)	2015
Net periodic benefit expense (income):
Service cost - benefits earned during the year	$	0.1
Interest cost on projected benefit obligation	0.3
Net periodic benefit expense (income)	$	0.4
Discount rate assumption used to calculate interest cost from November 1 through December 31	4.10		%

Expected benefit payments, which reflect expected future service, as appropriate, are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.



(Dollars in millions)	Benefit Payments
Year ending December 31:
2016	$	4.1
2017	4.0
2018	4.2
2019	4.4
2020	4.5
2021-2025	22.0

The assumed health care cost trend rates used to determine the benefit obligation are as follows:



	2015
Health care cost trend rate assumed for next year	6.74	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.50	%
Year that the rate reaches the ultimate trend rate	2038

Assumed health care cost trends affect the amounts recognized for the Company’s postretirement benefits. A one-percentage-point change in the assumed health care cost trend rate would not have a material effect on the service and interest cost components of net periodic benefit costs or on the accumulated postretirement benefit obligation.

Noncontrolling Interest

12 Months Ended

Dec. 31, 2015

Noncontrolling Interest [Abstract]

Noncontrolling Interest

On June 11, 2015, in connection with its acquisition of ND, the Company filed with the French Autorité des Marchés Financiers (the “AMF”) the Tender Offer to purchase all of the outstanding ordinary shares of ND (other than the shares already owned by XPO) at a price of €217.50 per ND share. On June 23, 2015, the Company received the necessary approvals from the AMF to launch the Tender Offer and the Tender Offer was launched on June 25, 2015. The Tender Offer remained open for a period of 16 trading days until July 17, 2015. During that time, the minority shareholders had the right to sell their shares of ND to the Company and the Company had the obligation to purchase those shares at the Tender Offer price; therefore, as of June 30, 2015, the Company classified the noncontrolling interest as mezzanine equity in the condensed consolidated balance sheet and adjusted the balance to its maximum redemption amount at the balance sheet date. Once the Tender Offer closed on July 17, 2015, the noncontrolling interest was no longer classified as mezzanine equity and is classified as noncontrolling interest in equity in the consolidated balance sheet. The financial results of ND are attributed to the noncontrolling interests based on their ownership percentage and are disclosed in the statement of operations. As of December 31, 2015, the Company had purchased 1,921,553 shares under the Tender Offer and acquired a total of approximately 86.25% of the share capital of ND. The following table is a roll-forward of the redeemable noncontrolling interest from December 31, 2014 to December 31, 2015:



(Dollars in millions)
As of December 31, 2014	$	—
ND acquisition noncontrolling interest	784.2
Comprehensive gain attributable to redeemable noncontrolling interest	0.8
Adjustment to record noncontrolling interest at redemption value	(4.9		)
Adjustments for shares purchased, net of currency adjustment	(459.7		)
Transfer to noncontrolling interest within permanent equity	(320.4		)
As of December 31, 2015	$	—

Stockholder's Equity	12 Months Ended
Stockholder's Equity	Dec. 31, 2015
Equity [Abstract]
Stockholder's Equity	Stockholders’ Equity Series C Convertible Perpetual Preferred Stock and Common Stock On May 29, 2015, the Company entered into fifteen separate Investment Agreements (the “2015 Investment Agreements”) with sovereign wealth funds and institutional investors (collectively, the “2015 Purchasers”). Pursuant to the 2015 Investment Agreements, on June 3, 2015, the Company issued and sold 15,499,445 shares (the “2015 Purchased Common Shares”) in the aggregate of the Company's common stock, par value $0.001 per share (the “Company Common Stock”), and 562,525 shares (the “2015 Purchased Preferred Stock” and, together with the 2015 Purchased Common Shares, the “2015 Purchased Securities”) in the aggregate of the Company’s Series C Convertible Perpetual Preferred Stock, par value $0.001 per share, in a private placement. The purchase price per 2015 Purchased Common Share was $45.00 (resulting in aggregate gross proceeds to the Company of approximately $697.5 million), and the purchase price per share of 2015 Purchased Preferred Stock was $1,000 (resulting in aggregate gross proceeds to the Company of approximately $562.5 million). The Company received net proceeds of $1,228.1 million after equity issuance costs which was initially allocated between common and preferred stock based on the relative fair values of each instrument. The 2015 Purchased Preferred Stock was mandatorily convertible into an aggregate of 12,500,546 additional shares of Company common stock subject to the approval of the Company's stockholders. The Company held a special meeting of stockholders of the Company on September 8, 2015 in which the Company's stockholders approved the issuance of shares of Company common stock upon the conversion of the 2015 Purchased Preferred Stock. Immediately following the special meeting, the 2015 Purchased Preferred Stock was automatically converted into 12,500,546 shares of Company common stock. No additional consideration was received by the Company in connection with the conversion of the 2015 Purchased Preferred Stock into Company common stock. The 2015 Purchased Preferred Stock was issued with an initial conversion price of $45.00 per share. As of May 29, 2015, the Company's common stock price was $49.16. As a result, the conversion feature was issued “in-the-money” and the Company allocated the beneficial conversion feature of $52.0 million to additional paid-in capital. The beneficial conversion feature was contingent upon receiving approval of the Company's stockholders and was therefore recognized in net loss attributable to common shareholders upon receiving stockholder approval on September 8, 2015. Amendment to Certificate of Incorporation On September 8, 2015, the Company's stockholders approved an amendment of Article IV of the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share, from 150,000,000 to 300,000,000. Series B Convertible Perpetual Preferred Stock and Common Stock On September 11, 2014, the Company entered into an Investment Agreement (the “2014 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 2014 Investment Agreement, on September 17, 2014, the Company issued and sold 10,702,934 shares (the “2014 Purchased Common Shares”) in the aggregate of Company Common Stock and 371,848 shares (the “2014 Purchased Preferred Stock” and, together with the 2014 Purchased Common Shares, the “2014 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 2014 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 2014 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 2014 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 2014 Purchased Preferred Stock. Immediately following the special meeting, the 2014 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 2014 Purchased Preferred Stock into Company Common Stock. The 2014 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 December 23, 2014. February 2014 Common Stock Offering 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. August 2013 Common Stock Offering 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. Series A Convertible Perpetual Preferred Stock and Warrants Pursuant to the Company’s Certificate of Incorporation, the Board of Directors may establish one or more series of preferred stock. Other than the Series A Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), no shares of preferred stock are currently outstanding. On September 2, 2011, pursuant to the Investment Agreement, dated as of June 13, 2011 (the “Investment Agreement”), by and among Jacobs Private Equity, LLC (“JPE”), the other investors party thereto (collectively with JPE, the “Investors”) and the Company, the Company issued to the Investors, for $75.0 million in cash: (i) an aggregate of 75,000 shares of the Series A Preferred Stock with an initial liquidation preference of $1,000 per share, which are convertible into shares of Company common stock at a conversion price of $7.00 per common share (subject to customary anti-dilution adjustments), and (ii) warrants exercisable for shares of Company common stock at an initial exercise price of $7.00 per common share (subject to customary anti-dilution adjustments) (the “Warrants”). As of December 31, 2015, the outstanding Series A Preferred Stock is convertible into 10,412,145 shares of Company common stock and there are outstanding Warrants exercisable for an aggregate of 10,462,455 shares of Company common stock. The Series A Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, winding-up or dissolution of the Company, senior to the Company’s common stock and to each other class or series of stock of the Company (including any series of preferred stock) the terms of which do not expressly provide that such class or series ranks senior to or pari passu with the Series A Preferred Stock. The Series A Preferred Stock pays quarterly cash dividends equal to the greater of (i) the “as-converted” dividends on the underlying Company common stock for the relevant quarter and (ii) 4% of the then-applicable liquidation preference per annum. The Series A Preferred Stock is not redeemable or subject to any required offer to purchase, and votes together with the Company’s common stock on an “as-converted” basis on all matters, except as otherwise required by law, and separately as a class with respect to certain matters implicating the rights of holders of shares of Series A Preferred Stock.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-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
-Section 50
-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
-Topic 505
-SubTopic 10
-Section 50
-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
-SubTopic 10
-Section 50
-Paragraph 2
-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
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2015

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

Stock-Based Compensation

Under the terms of the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan (the “2011 Plan”), the Company grants various types of stock-based compensation awards to directors, officers and key employees. The 2011 Plan provides for awards in the form 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 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, 2015, there were 737,840 shares available for issuance under the 2011 Plan.

The Company recognized the following stock-based compensation expense in direct operating expense and sales, general and administrative expense in the consolidated statements of operations:



	Years ended December 31,
(Dollars in millions)	2015		2014		2013
Stock options	$	1.9	$	1.7	$	1.5
Stock appreciation rights	0.4		—		—
Restricted stock units	9.0		5.8		3.2
Performance-based restricted stock units	17.0		—		—
Warrants	8.5		—		—
Stock-based compensation expense	$	36.8	$	7.5	$	4.7

The Company did not realize any excess tax benefit or tax deductions from any of the stock-based compensation plans in 2015, 2014 and 2013.

As discussed further in Note 3—Acquisitions, the Company settled the outstanding warrants and certain performance stock awards of ND. The portion of the fair value of the warrants and performance shares not attributable to service performed prior to the acquisition date was recorded as stock-based compensation expense in the post-combination period. The amount of stock-based compensation expense related to the settlement of ND stock awards included in the year ended December 31, 2015 was $18.5 million. The $8.5 million of stock-based compensation related to the warrants was settled in cash during the second quarter of 2015 in conjunction with the acquisition.

In conjunction with the Con-way acquisition, the Company settled all outstanding restricted stock awards as well as certain restricted stock units and performance-stock awards of Con-way. All remaining outstanding Con-way equity awards were assumed by the Company, as more fully discussed below. The portion of the fair value not attributable to service performed prior to the acquisition date will be recorded as stock-based compensation expense in the post-combination period. The total value of the cash settlement of Con-way stock-based compensation awards in connection with the acquisition was $30.9 million, $10.0 million of which was paid during the fourth quarter of 2015.

Stock Options

During the years ended December 31, 2015, 2014 and 2013, 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 contractual term, and an exercise price equal to the Company’s stock price on the grant date. For grants to members of the Company’s Board of directors, the options vest one year after the grant date, have a ten year contractual term, and an exercise price equal to the Company’s stock price on the grant date.

In connection with the Con-way transaction, each outstanding Con-way stock option was converted into an equivalent number of stock options with the same terms and conditions as were applicable prior to the acquisition, resulting in a total of 883,733 stock options assumed by the Company. All assumed stock options were fully vested as of the acquisition date.

The following is a summary of the weighted-average assumptions used to calculate the grant-date fair value using the Black-Scholes option pricing model:



	2015		2014		2013
Weighted-average risk-free interest rate	1.6	%	1.9	%	1.6	%
Weighted-average volatility	60.7	%	50.5	%	51.0	%
Weighted-average dividend yield	—		—		—
Weighted-average expected option term (in years)	6.61		6.44		6.44

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, 2015, 2014 and 2013 is presented below:



	Stock Options
	Number of Stock Options		Weighted-Average Exercise Price		Exercise Price Range	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Term


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
Granted	85,755		26.72		$26.63 - $27.47	15.71
Assumed	883,733		24.17		$10.94 - $31.88	5.71
Exercised	(271,703	)	19.20		$2.68 - $29.79	4.85
Forfeited	(38,300	)	20.51		$12.10 - $27.87	9.80
Outstanding at December 31, 2015	2,004,280		$	16.66	$2.68 - $31.88	$	6.06	4.57
Options exercisable at December 31, 2015	1,680,525		$	16.62	$2.68 - $31.88	$	5.49	4.05

The intrinsic value of options outstanding and exercisable at December 31, 2015 was $21.7 million and $18.3 million, respectively. As of December 31, 2015, the Company had approximately $2.3 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 2.35 years. The remaining estimated compensation expense related to existing stock options is as follows:



	Years ended December 31,
(Dollars in millions)	2016		2017		2018		2019		2020
Remaining estimated compensation expense related to existing stock options	$	1.2	$	0.6	$	0.4	$	0.1	$	—

The total intrinsic value of options exercised during 2015, 2014 and 2013 was $4.1 million, $1.7 million and $0.8 million, respectively. The total cash received from options exercised during 2015, 2014 and 2013 was $5.2 million, $0.5 million, and $0.3 million, respectively.

Stock Appreciation Rights

In connection with the Con-way transaction, the Company assumed all SARs held by Con-way employees. Each SAR was converted into an equivalent number of SARs with the same terms and conditions as were applicable prior to the acquisition. All converted SARs were fully vested as of the acquisition date. The SARs are liability-classified awards, and, as a result, the Company re-measures the fair value of the awards each reporting period until the awards are settled. The Company recognizes any changes in fair value as compensation cost in the current period. The ultimate expense recognized for the SARs is equal to the intrinsic value at settlement. The Company’s accrued liability for cash-settled SARs of $1.9 million at December 31, 2015 was determined using a weighted-average fair value of $13.45 per SAR at December 31, 2015. The Company did not have SARs outstanding in 2014 or 2013.

The following table summarizes SAR activity for 2015:



	Stock Appreciation Rights
	Number of Rights		Weighted-Average Exercise Price		Weighted-Average Remaining Term


Outstanding at December 31, 2014	—		$	—	—
Granted	—		—		—
Assumed	180,789		15.61		—
Exercised	(37,186	)	15.61		—
Forfeited	—		—		—
Outstanding at December 31, 2015	143,603		$	15.61	1.79
SARs exercisable at December 31, 2015	143,603		$	15.61	1.79

The intrinsic value of SARs outstanding and exercisable at December 31, 2015 was $1.7 million. The total cash paid to settle exercised SARs during 2015 was $0.6 million.

Restricted Stock Units and Performance-based Restricted Stock Units

During the years ended December 31, 2015, 2014 and 2013, 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 Con-way transaction, each outstanding RSU not previously settled was converted into an equivalent number of RSUs with the same terms and conditions as were applicable prior to the acquisition, resulting in a total of 661,988 RSUs assumed. Additionally, each outstanding PRSU not previously settled was converted into an equivalent number of PRSUs with the same time-vesting and settlement terms and conditions that existed prior to the acquisition, with the performance-based vesting conditions deemed satisfied at target, resulting in a total of 426,686 RSUs assumed.

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 was estimated using the Monte Carlo simulation lattice model and the assumptions noted in the following table.



	2015		2014		2013
Weighted-average risk-free interest rate	1.1	%	1.2	%	1.0	%
Weighted-average volatility	41.1	%	44.3	%	50.0	%
Weighted-average dividend yield	—		—		—
Weighted-average term (in years)	2.98		3.59		3.78

A summary of RSU and PRSU award activity for the years ended December 31, 2015, 2014 and 2013 is presented below:



	Restricted Stock Units				Performance-based Restricted Stock Units
	Number of Restricted Stock Units		Weighted-Average Grant Date Fair Value		Number of Performance-based Restricted Stock Units		Weighted-Average Grant Date Fair Value


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
Granted	329,899		25.72		537,261		24.75
Assumed	1,088,674		26.02		—		—
Vested	(460,895	)	19.47		(25,424	)	31.02
Forfeited	(92,060	)	27.24		(88,728	)	28.15
Outstanding at December 31, 2015	1,558,441		$	23.01	1,987,060		$	21.47

The total fair value of RSUs vested during 2015, 2014 and 2013 was $14.3 million, $9.9 million and $5.1 million, respectively. Of the 1,558,441 outstanding RSUs, 1,359,477 vest subject to service conditions and 198,964 vest subject to service and market conditions.

The total fair value of PRSUs that vested during 2015 was $0.7 million. No PRSUs vested during December 31, 2014 or 2013, respectively. Of the 1,987,060 outstanding PRSUs, 1,736,238 vest subject to service and a combination of market and performance conditions and 250,822 vest subject to service and performance conditions.

As of December 31, 2015, the Company had approximately $24.9 million of unrecognized compensation cost related to non-vested RSU and PRSU compensation that is anticipated to be recognized over a weighted-average period of approximately 2.53 years. Remaining estimated compensation expense related to outstanding RSUs and PRSUs is as follows:



	Years ended December 31,
(Dollars in millions)	2016		2017		2018		2019		2020 and thereafter
Remaining estimated compensation expense related to outstanding RSUs and PRSUs deemed probable	$	13.1	$	7.2	$	3.1	$	0.6	$	0.9

The remaining estimated compensation expense excludes the impact of PRSUs not deemed probable as of December 31, 2015. The unrecognized compensation cost related to PRSUs not deemed probable as of December 31, 2015 is $28.8 million.

Income Taxes

12 Months Ended

Dec. 31, 2015

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:



	Year Ended December 31,
(Dollars in millions)	2015			2014			2013
Operations
U.S. domestic	$	(305.7	)	$	(87.2	)	$	(69.2	)
Foreign	23.2			(2.5		)	(1.8		)
Total pre-tax loss	$	(282.5	)	$	(89.7	)	$	(71.0	)

The components of the income tax benefit consist of the following:



	Year Ended December 31,
(Dollars in millions)	2015			2014			2013
Current
Federal	$	(34.2	)	$	—		$	—
State and local	8.8			3.4			0.3
Foreign	26.4			0.5			(0.1		)
	1.0			3.9			0.2
Deferred
Federal	(58.1		)	(27.8		)	(22.1		)
State and local	(18.2		)	(2.7		)	(0.6		)
Foreign	(15.6		)	0.5			—
	(91.9		)	(30.0		)	(22.7		)
Total income tax benefit	$	(90.9	)	$	(26.1	)	$	(22.5	)

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,
	2015		2014		2013
U.S. Federal statutory tax rate	35.0	%	35.0	%	34.0	%
State and local taxes, net	2.2	%	0.7	%	0.6	%
Transaction expense	(3.7	)%	(1.7	)%	(1.1	)%
Loss on convertible debt	(0.6	)%	(2.1	)%	(1.1	)%
Change in valuation allowance	(3.2	)%	(1.4	)%	(0.6	)%
Nontaxable purchase price adjustment	2.2	%	—	%	—	%
Fuel and employment tax credits	2.0	%	—	%	—	%
Change in uncertain tax position provision	0.5	%	0.4	%	0.3	%
U.S. taxation of foreign earnings	(2.4	)%	—	%	—	%
Loss on remeasurement of foreign activities	2.6	%	—	%	—	%
Foreign tax rate differences	—	%	(0.5	)%	(0.2	)%
All other non-deductible items	(2.4	)%	(1.3	)%	(0.2	)%
Net effective tax rate	32.2	%	29.1	%	31.7	%

The tax effects of temporary differences that give rise to significant portions of the noncurrent deferred tax asset and deferred tax liability are as follows:



	Year Ended December 31,
(Dollars in millions)	2015			2014
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	242.0		$	74.3
Accrued expenses	125.4			13.2
Pension and other retirement obligations	70.3			—
Other	65.2			13.4
Total deferred tax asset	502.9			100.9
Valuation allowance	(67.6		)	(7.1		)
Total deferred tax asset, net	435.3			93.8
Deferred tax liabilities
Intangible assets	(655.0		)	(110.5		)
Property & equipment	(541.7		)	(41.9		)
Other	(58.3		)	(6.7		)
Total deferred tax liability	(1,255.0		)	(159.1		)
Net deferred tax liability	$	(819.7	)	$	(65.3	)

At December 31, 2015 and 2014, the Company had federal net operating losses for all U.S. operations (including those of minority owned subsidiaries) of $409.7 million and $195.4 million, respectively, expiring at various times between 2028 and 2035. At December 31, 2015 and 2014, the tax effect (before federal benefit) of the Company’s state net operating losses was $26.5 million and $13.4 million, respectively, expiring at various times between 2016 and 2035. Included in the federal and state net operating losses to be carried forward are $22.1 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, 2015 and 2014, the Company had federal tax credit carryforwards of $7.4 million and $1.8 million expiring at various times starting in 2018 with certain credits having an unlimited carryforward period. At December 31, 2015, the Company had state tax credit carryforwards of $4.6 million expiring at various times between 2016 and 2028. 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, 2015 and 2014, the Company’s foreign net operating losses that are available to offset future taxable income were $267.0 million and $6.6 million, respectively. These foreign loss carryforwards will expire at various times between 2016 and 2026 with some losses having an unlimited carryforward period.

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 $56.0 million and filed in early 2015 a U.S. Federal net operating loss carryback refund claim for $14.7 million. This refund was received in the first quarter of 2015.

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.

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, 2015, the Company has not made a provision for U.S. or additional foreign withholding taxes for financial reporting over the tax basis of investments in foreign subsidiaries that 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. We estimate the amount of unremitted earnings and profits as of December 31, 2015 to be approximately $48.7 million. 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, 2015, the Company reassessed its U.S. and foreign valuation allowance requirements. The Company evaluated all available evidence in its analysis, including future settlement 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 future settlement of deferred tax liabilities, which will enable the Company to realize its existing deferred tax assets when they reverse, 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, 2015 was $16.1 million for domestic deferred tax assets and $51.5 million for foreign jurisdictions where it is not “more likely than not” that the deferred tax assets will be utilized. At December 31, 2014, the Company had a valuation allowance of $4.8 million on its domestic deferred tax assets and $2.3 million on its foreign deferred tax assets. The change in the Company’s valuation allowance of $60.5 million is a result of the assessment of deferred tax assets as established at the acquisition of ND and Con-way 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:



	Year Ended December 31,
(Dollars in millions)	2015			2014
Uncertain tax positions, beginning of the year	$	6.2		$	0.8
Additions for tax positions of prior years	0.2			—
Additions for tax positions from acquisitions	6.1			5.8
Additions for tax positions taken during the current period	0.5			—
Reductions due to the statute of limitations	(1.5		)	(0.4		)
Uncertain tax positions, end of the year	$	11.5		$	6.2

The Company recognizes interest and penalties accrued related to uncertain tax positions in the provision for income taxes. For the years ended December 31, 2015 and 2014, $8.1 million and $2.0 million of the unrecognized tax benefits of $11.5 million and $6.2 million, respectively, if resolved favorably, would impact our effective tax rates. The release of the remaining $3.4 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 wholly owned U.S. subsidiaries file a consolidated Federal income tax return. In addition, its minority owned U.S. subsidiaries file consolidated Federal income tax returns in accordance with U.S. filing requirements. The Company also files unitary or separate returns in various state, local and non-U.S. jurisdictions based on state, local and non-U.S. 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 has no tax years under examination by the IRS. The Company has various non-U.S examinations in process, but at this time, we do not expect any of these routine examinations to yield a material assessment. While there are no other Federal, state or local examinations currently in progress, generally, the Federal returns after 2010, state and local returns after 2008 and non-U.S. returns after 2010 are open under relevant statute of limitations and therefore subject to potential adjustment. The Company believes that its tax positions comply with applicable tax law. The former Con-way companies are subject to examination for federal income taxes for tax year 2015. In 2013, Con-way entered the Compliance Assurance Program (“CAP”). CAP is designed to make audits more effective, efficient and current such that when the federal tax return is filed for the current year it has been approved by the Internal Revenue Service (“IRS”). The IRS has approved both the 2013 and 2014 federal tax return. All federal, state and local income tax returns for the former Con-way are filed through 2014.

Derivative Instruments

12 Months Ended

Dec. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. To manage the volatility related to exposure to fluctuations in interest rates and foreign currencies, the Company uses derivative instruments. The objective of the derivative instruments is to reduce fluctuations in earnings and cash flows associated with changes in foreign currency rates and interest rates. These financial instruments are not used for trading or other speculative purposes. The Company has not historically incurred, and does not expect to incur in the future, any losses as a result of counterparty default.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the designated derivative instruments that are used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. See Note 2—Basis of Presentation and Significant Accounting Policies of the consolidated financial statements for the Company's accounting policies for derivative instruments.

Hedge of Net Investments in Foreign Operations

In connection with the issuance of the Senior Notes due 2022, the Company entered into certain cross-currency swap agreements with a notional amount of $730.9 million to manage the related foreign currency exchange risk by effectively converting a portion of the fixed-rate USD-denominated Senior Notes due 2022, including the semi-annual interest payments, to fixed-rate, EUR-denominated debt. The risk management objective is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of a portion of the Senior Notes due 2022. During the term of the swap contracts, the Company will receive semi-annual interest payments in June and December of each year from the counterparties based on USD fixed interest rates, and the Company will make semi-annual interest payments in June and December of each year to the counterparties based on EUR fixed interest rates. At maturity, the Company will repay the original principal amount in EUR and receive the principal amount in USD. The Company has designated the cross-currency swap agreements as qualifying hedging instruments and is accounting for these as net investment hedges. The gains and losses resulting from fair value adjustments to the cross-currency swap agreements are recorded in accumulated other comprehensive income to the extent that the cross-currency swaps are effective in hedging the designated risk. The Company did not record any ineffectiveness for the twelve months ended December 31, 2015. Cash flows related to the cross-currency swaps are included in operating activities on the consolidated statements of cash flows. The Company does not expect amounts that are currently deferred in accumulated other comprehensive income to be reclassified to income during the year ended December 31, 2016. The Company did not have cross-currency swap agreements in 2014 or 2013.

In addition to the cross-currency swaps, the Company uses foreign currency denominated notes as nonderivative hedging instruments of its net investments in foreign operations. During the second quarter of 2015, the Company designated $235.8 million of its Senior Notes due 2021 included in long-term debt on the consolidated balance sheets as a net investment hedge of its investments in international subsidiaries that use the EUR as their functional currency. During the period that the Senior Notes due 2021 were designated as a net investment hedge, the gains and losses resulting from exchange rate adjustments to the foreign currency denominated notes are recorded in accumulated other comprehensive income to the extent that the foreign currency denominated notes are effective in hedging the designated risk. As of December 31, 2015, there is no amount of Senior Notes due 2021 that is designated as a net investment hedge of its investments in international subsidiaries that use the EUR as their functional currency. The de-designation occurred in August 2015 and the $4.7 million gain recognized in accumulated other comprehensive income during the period that the Senior Notes due 2021 were designated as a net investment hedge remains in accumulated other comprehensive income as of December 31, 2015 and will remain in accumulated other comprehensive income until the subsidiary is sold, completely liquidated, or deconsolidated due to a change in control. From the de-designation date through December 31, 2015, the gains and losses resulting from exchange rate adjustments to the foreign currency denominated notes are recorded in the statement of operations in other expense. The Company did not record any ineffectiveness for the twelve months ended December 31, 2015. The Company does not expect amounts that are currently deferred in accumulated other comprehensive income to be reclassified to income during the year ended December 31, 2016. The Company did not have foreign currency denominated notes in 2014 or 2013.

Interest Rate Hedging

In order to mitigate variability in forecasted interest payments on the Company’s EUR-denominated asset financings that are based on benchmark interest rates (e.g., Euribor), the Company has entered into interest rate swaps. The objective is for the cash flows of the interest rate swaps to offset any changes in cash flows of the forecasted interest payments attributable to changes in the benchmark interest rate. The interest rate swaps convert floating rate interest payments into fixed rate interest payments. The Company has designated the interest rate swaps as qualifying hedging instruments and is accounting for these as cash flow hedges of the forecasted obligations. The gains and losses resulting from fair value adjustments to the interest rate swaps are recorded in accumulated other comprehensive income to the extent that the interest rate swaps are effective in hedging the designated risk. The gains and losses will be reclassified from accumulated other comprehensive income to interest expense on the dates that interest payments accrue, or when the hedged item becomes probable not to occur. The Company is hedging its exposure to the variability in future cash flows for forecasted interest payments through December 2017. The Company did not have interest rate swaps in 2014 or 2013. During 2015, $43.5 million notional amount of the Company's interest rate swaps were discontinued as cash flow hedges and are classified as derivatives not designated as hedges as of December 31, 2015, with an inconsequential loss recognized in the consolidated statements of operations for the twelve months ended December 31, 2015. Cash flows related to the interest rate swaps are included in operating activities on the consolidated statements of cash flows. The Company expects an inconsequential amount that is currently deferred in accumulated other comprehensive income to be reclassified to income during the year ended December 31, 2016.

Foreign Currency Forward Contract

In order to manage the short-term effect of foreign currency exchange rate fluctuations in connection with a portion of the cash consideration paid in EUR to acquire a majority interest in the outstanding share capital of ND, the Company entered into a $1,864.5 million short-term foreign currency forward contract in the second quarter of 2015. The foreign currency forward contract allowed the Company to purchase fixed amounts of EUR in the future at an exchange rate of €1.00 to $1.13. The Company did not designate the foreign currency forward contract as a qualifying hedging instrument. Gains or losses on the foreign exchange forward contract are recorded in other expense in the consolidated statements of operations. During 2015 the $1,864.5 million foreign currency forward contract was settled and the loss recorded in the consolidated statements of operations related to the foreign currency forward contract was $9.7 million. Cash flows related to the foreign currency forward contract are included in investing activities on the consolidated statements of cash flows. The Company did not have foreign currency forward contracts in 2014 or 2013.

Foreign Currency Option Contracts

In order to mitigate against the risk of a reduction in the value of foreign currency earnings before interest, taxes, depreciation and amortization (“EBITDA”) from the Company’s international operations with the EUR and GBP as the functional currency, the Company entered into foreign currency option contracts in the fourth quarter of 2015. The option contracts are not designated as qualifying hedging instruments as of December 31, 2015. The option contracts are not speculative and are used to manage the Company’s exposure to foreign currency exchange rate fluctuations and other identified risks. The risk of loss associated with option contracts is limited to the premium amounts payable for the option contracts. The option contracts expire in 12 months or less. Gains or losses on the option contracts are recorded in other expense in the consolidated statements of operations. Cash flows related to the foreign currency option contracts are included in operating activities on the consolidated statements of cash flows. The Company did not have foreign currency option contracts in 2014 or 2013.

The following table presents the location on the consolidated balance sheets in which the Company’s derivative instruments have been recognized, the fair value hierarchy level applicable to each type of derivative instrument, and the related notional amounts and fair values as of December 31, 2015:



(Dollars in millions)	Balance Sheet Location	Fair Value Hierarchy Level	Notional Amount		Fair Value
Derivatives designated as hedges:
Cross-currency swap agreements	Other long-term assets	Level 2	$	730.9	$	0.2
Interest rate swaps	Other current liabilities Other long-term liabilities	Level 2	228.6		(7.3		)
Derivatives not designated as hedges:
Interest rate swaps	Other current liabilities Other long-term liabilities	Level 2	43.5		(0.7		)
Foreign currency option contracts	Other current liabilities	Level 2	235.2		(1.0		)
Total					$	(8.8	)

The following table indicates the amount of gains/(losses) that have been recognized in accumulated other comprehensive loss in the consolidated balance sheets and gains/(losses) recognized in earnings in the consolidated statements of operations for the twelve months ended December 31, 2015, 2014, and 2013 for derivative and nonderivative instruments:



	Recognized in Accumulated Other Comprehensive Loss							Recognized in Earnings
(Dollars in millions)	2015			2014		2013		2015			2014		2013
Derivatives designated as hedges:
Cross-currency swap agreements	$	4.9		$	—	$	—	$	—		$	—	$	—
Interest rate swaps	(1.4		)	—		—		—			—		—
Derivatives not designated as hedges:
Foreign currency option contracts	—			—		—		(1.0		)	—		—
Foreign currency forward contracts	—			—		—		(9.7		)	—		—
Nonderivatives designated as hedges:
Foreign currency denominated notes	4.7			—		—		—			—		—
Total	$	8.2		$	—	$	—	$	(10.7	)	$	—	$	—

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41620-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624163-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579240-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4D
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624177-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80784-113994

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41641-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579245-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4H
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624258-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80748-113994

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5708775-113959

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5708773-113959

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5580258-113959

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4E
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624181-113959

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41638-113959

Reference 19: 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.(n))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

+ Details

Variable Interest Entities and Joint Ventures

12 Months Ended

Dec. 31, 2015

Variable Interest Entities [Abstract]

Variable Interest Entities and Joint Ventures

The Company consolidates VIEs and certain joint ventures (“JVs”) because it has the power to direct the activities that significantly affect the VIE’s and JV’s economic performance, including having operational control over each VIE and JV and operating the VIEs under the XPO brand. The VIEs and JVs provide logistics services for their customers. Investors in these entities only have recourse to the assets owned by the entity and not to the Company’s general credit. The Company does not have implicit support arrangements with any VIE.

Assets and Liabilities of Consolidated VIEs and Joint Ventures



(Dollars in millions)	As of December 31, 2015
Assets
Cash and cash equivalents	$	14.3
Accounts receivable, net of allowance	54.7
Other current assets	3.8
Property and equipment, net of accumulated depreciation	4.8
Other long-term assets	3.0
Total	$	80.6

Liabilities
Accounts payable	$	44.9
Accrued expenses, other	8.1
Other current liabilities	8.9
Other long-term liabilities	5.2
Total	$	67.1

Total revenue from the Company’s consolidated VIEs and JVs was $189.5 million in the twelve months ended December 31, 2015. Related expenses for the Company’s consolidated VIEs and JVs consisted of operating expenses of $185.5 million in the twelve months ended December 31, 2015 and tax expense of $0.9 million in the twelve months ended December 31, 2015. The Company did not have any VIEs or JVs prior to its June 2015 acquisition of ND.

Earnings per Share

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Earnings per Share

Basic earnings per common share are computed by dividing net income attributable 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 attributable 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 is shown in the table below.



	Year Ended December 31,
	2015	2014	2013
Basic weighted-average common stock outstanding	92,755,919	53,629,962	22,752,320
Potentially Dilutive Securities:
Shares underlying the conversion of preferred stock to common stock	10,438,426	10,483,052	10,607,309
Shares underlying the conversion of the convertible senior notes	4,327,654	7,342,864	8,623,331
Shares underlying warrants to purchase common stock	8,574,412	8,202,468	6,900,642
Shares underlying stock options to purchase common stock	823,352	555,977	356,815
Shares underlying restricted stock units and performance-based restricted stock units	1,519,776	797,026	367,183
	25,683,620	27,381,387	26,855,280
Diluted weighted-average shares outstanding	118,439,539	81,011,349	49,607,600

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 stock method was used to determine the shares underlying warrants, stock options, RSUs and PRSUs for potential dilution with an average market price of $38.79 per share, $31.30 per share and $19.69 per share for the years ended December 31, 2015, 2014 and 2013, respectively.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions During the years ended December 31, 2015 and 2014, the Company leased office space from two entities partially owned and controlled by Louis DeJoy, the former Chief Executive Officer of XPO’s North America supply chain business, who was elected as a member of XPO’s Board of Directors on December 3, 2015. The non-cancellable lease agreements expire at various dates in 2019. Each lease agreement provides the Company, as tenant, with two five-year option periods to extend the lease term. The Company made rent payments associated with these lease agreements in the amounts of $1.9 million and $0.6 million for the years ended December 31, 2015 and 2014, respectively. In addition, the Company paid operating expenses in connection with these leased properties of $0.2 million and $0.1 million for the years ended December 31, 2015 and 2014, respectively. See Note 3—Acquisitions for further discussion on the common stock issued to Mr. DeJoy as part of the acquisition of New Breed. During the year ended December 31, 2015, the Company provided certain air charter schedule recovery services to Ameriflight, LLC (“Ameriflight”), a regional air cargo carrier. James J. Martell, a member of XPO’s Board of Directors, owns and serves as the executive chairman of Ameriflight. The Company provides its services to Ameriflight on a transactional basis without a written contract. The Company received payments from Ameriflight or its affiliates in an amount of approximately $1.0 million for the year ended December 31, 2015.

- 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, 2015

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, 2015 and 2014 are summarized below:

XPO Logistics, Inc.

Quarterly Financial Data

(Unaudited)



(Dollars in millions, except per share data)	March 31, 2015			June 30, 2015			September 30, 2015			December 31, 2015
Revenue	$	703.0		$	1,215.9		$	2,362.0		$	3,342.3
Operating expenses
Cost of transportation and services	440.8			707.3			1,237.3			1,786.0
Direct operating expense	151.2			318.3			798.0			1,099.5
Sales, general and administrative expense	115.8			220.4			282.4			494.8
Total operating expenses	707.8			1,246.0			2,317.7			3,380.3
Operating (loss) income	(4.8		)	(30.1		)	44.3			(38.0		)
Other expense (income)	0.2			2.1			1.6			(0.8		)
Foreign currency loss (gain)	0.2			19.8			14.5			(0.4		)
Interest expense	23.1			36.3			61.4			95.9
Loss before income tax (benefit) provision	(28.3		)	(88.3		)	(33.2		)	(132.7		)
Income tax (benefit) provision	(13.6		)	(9.5		)	1.8			(69.6		)
Net loss	(14.7		)	(78.8		)	(35.0		)	(63.1		)
Preferred stock beneficial conversion charge	—			—			(52.0		)	—
Cumulative preferred dividends	(0.7		)	(0.7		)	(0.7		)	(0.7		)
Net loss (income) attributable to noncontrolling interests	—			4.4			(4.9		)	1.0
Net loss attributable to common shareholders	$	(15.4	)	$	(75.1	)	$	(92.6	)	$	(62.8	)

Basic loss per share	$	(0.20	)	$	(0.89	)	$	(0.94	)	$	(0.58	)
Diluted loss per share	$	(0.20	)	$	(0.89	)	$	(0.94	)	$	(0.58	)



(Dollars in millions, except per share data)	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 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			(0.3		)
Foreign currency loss	—			—			—			0.4
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 attributable to common shareholders	$	(29.1	)	$	(14.5	)	$	(12.3	)	$	(51.5	)

Basic loss per share	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)
Diluted loss per share	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)

Segment Reporting and Geographic Information

12 Months Ended

Dec. 31, 2015

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.

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 corporate amounts, 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 selected financial data for each of the Company’s reportable segments for the years ended December 31, 2015, 2014 and 2013, respectively:

XPO Logistics, Inc.

Segment Data



(Dollars in millions)	Transportation			Logistics		Corporate			Eliminations			Total
Year Ended December 31, 2015
Revenue	$	4,924.4		$	2,768.4	$	—		$	(69.6	)	$	7,623.2
Operating income (loss)	51.6			81.6		(162.0		)	0.2			(28.6		)
Depreciation and amortization	226.5			136.9		1.5			—			364.9
Interest expense	25.0			15.3		176.4			—			216.7
Income tax provision (benefit)	(10.5		)	17.6		(98.0		)	—			(90.9		)
Goodwill	2,504.7			2,105.9		—			—			4,610.6
Capital expenditures	126.3			109.5		13.2			—			249.0
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
Income 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
Income tax benefit	(2.4		)	—		(20.1		)	—			(22.5		)
Goodwill	363.4			—		—			—			363.4
Capital expenditures	5.3			—		6.3			—			11.6

For segment reporting purposes by geographic region, revenues are attributed to the sales office location. The following table presents revenues generated by geographical area.



	Year Ended December 31,
(Dollars in millions)	2015		2014		2013
Revenue
United States	$	4,278.5	$	2,141.4	$	628.0
North America (excluding United States)	166.3		132.0		74.3
Europe	2,986.9		12.9		—
Asia	171.9		66.3		—
Other	19.6		4.0		—
Total	$	7,623.2	$	2,356.6	$	702.3

As of December 31, 2015, the Company held long-lived tangible and intangible assets outside of the United States of $1,237.1 million.

- 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=51669610&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=51669610&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=51669610&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=51669610&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=51669610&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=51669610&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8906-108599

+ Details

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Basis of Presentation

Consolidation

Use of Estimates

Consolidated Balance Sheets and Statements 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. North American independently-owned stations within its global forwarding business have the discretion to establish sales prices.


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

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

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.

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 40 years
Vehicles, tractors, trailers and tankers	3 to 14 years
Rail cars, container and chassis	15 to 30 years
Machinery and equipment	5 to 10 years
Office and warehouse equipment	3 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 relationships	3 to 14 years	12.35 years
Carrier relationships	2 years	2.00 years
Trade names	1.2 to 3.5 years	2.86 years
Non-compete agreements	Term of agreement	4.18 years
Other intangible assets	1.5 to 5 years	4.24 years

Accrued Expenses, Other

Accrued Expenses

Other Current Liabilities

Self-Insurance Accruals

Income Taxes

Foreign Currency Translation and Transactions

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

Derivative Instruments

Defined Benefit Pension Plans

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.

New Accounting Standards

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Allowance for Doubtful Accounts Rollforward

The rollforward of the allowance for doubtful accounts is as follows:



	Year Ended December 31,
(Dollars in millions)	2015			2014			2013
Beginning balance	$	9.8		$	3.5		$	0.6
Provision, charged to expense	12.9			6.9			2.6
Write-offs, less recoveries, and other adjustments	(5.8		)	(0.6		)	0.3
Ending balance	$	16.9		$	9.8		$	3.5

Schedule of Other Current Assets

The following table outlines the Company’s other current assets:



	December 31,
(Dollars in millions)	2015		2014
Prepaid expenses	$	142.3	$	13.2
Value-added tax and income tax receivables	115.8		15.4
Miscellaneous receivables	50.5		5.4
Inventory	48.9		1.3
Other current assets	43.5		0.7
Total Other Current Assets	$	401.0	$	36.0

Estimated Useful Lives of Assets

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



Classification	Estimated Useful Life
Buildings and leasehold improvements	Term of lease to 40 years
Vehicles, tractors, trailers and tankers	3 to 14 years
Rail cars, container and chassis	15 to 30 years
Machinery and equipment	5 to 10 years
Office and warehouse equipment	3 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 relationships	3 to 14 years	12.35 years
Carrier relationships	2 years	2.00 years
Trade names	1.2 to 3.5 years	2.86 years
Non-compete agreements	Term of agreement	4.18 years
Other intangible assets	1.5 to 5 years	4.24 years

Schedule of Accrued Expenses

The following table outlines the Company’s accrued expenses, other:



	December 31,
(Dollars in millions)	2015		2014
Accrued salaries and wages	$	558.6	$	50.1
Accrued value-added tax and other taxes	153.3		1.3
Accrued transportation and facility charges	156.1		4.9
Accrued insurance claims	95.3		5.8
Accrued estimated litigation liabilities	66.1		11.5
Accrued purchased services	61.7		18.9
Accrued interest	56.8		15.1
Accrued restricted stock cash settlements	19.3		—
Other accrued expenses	124.6		12.3
Total Accrued Expenses	$	1,291.8	$	119.9

Other Current Liabilities

The following table outlines the Company’s other current liabilities:



	December 31,
(Dollars in millions)	2015		2014
Deferred revenue	$	62.4	$	0.5
Employee benefits	38.7		—
Bank overdrafts	29.5		—
Acquisition earn-out liability	21.8		—
Current portion of interest rate swap liability	5.2		—
Other current liabilities	46.0		6.2
Total Other Current Liabilities	$	203.6	$	6.7

Summary of Carrying value and valuation of financial instruments within the fair-value hierarchy

The following table summarizes the carrying value and valuation of financial instruments within the fair value hierarchy:



	December 31, 2015
(Dollars in millions)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents	$	83.2	$	83.2	$	9.1	$	74.1	$	—
Financial Liabilities:
Senior Notes due 2022	$	1,577.0	$	1,479.8	$	1,479.8	$	—	$	—
Senior Notes due 2021	536.6		507.5		—		507.5		—
Senior Notes due 2019	900.4		920.3		920.3		—		—
Senior Notes due 2018	268.2		271.0		—		271.0		—
Term loan facility	1,540.3		1,590.0		—		1,590.0		—
Senior Debentures due 2034	199.0		201.0		—		201.0		—
Convertible senior notes	46.8		89.1		89.1		—		—
Euro private placement notes due 2020	14.5		13.9		—		13.9		—
Derivative instruments	8.8		8.8		—		8.8		—

	December 31, 2014
(Dollars in millions)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash equivalents	$	330.8	$	330.8	$	330.8	$	—	$	—
Financial Liabilities:
Senior Notes due 2019	$	490.2	$	527.5	$	527.5	$	—	$	—
Convertible senior notes	89.9		271.3		271.3		—		—

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Business Acquisition [Line Items]

Business Acquisition Pro Forma Information



	Pro Forma Years Ended December 31,
(Dollars in millions, except per share data)	2015			2014
Revenue	$	14,833.5		$	14,991.0
Operating income	$	204.0		$	279.4
Net loss attributable to common shareholders	$	(245.9	)	$	(172.7	)
Basic loss per share	$	(2.28	)	$	(2.03	)
Diluted loss per share	$	(2.28	)	$	(2.03	)

Con-Way, Inc.

Business Acquisition [Line Items]

Schedule of Consideration Transferred



(Dollars in millions)
Cash consideration	$	2,706.6
Liability for equity award settlement	30.9
Portion of replacement equity awards attributable to pre-acquisition service	17.6
Cash acquired	(437.3		)
Total consideration	$	2,317.8

Recognized Identified Assets Acquired and Liabilities Assumed

The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of October 30, 2015:



(Dollars in millions)
Consideration	$	2,317.8
Accounts receivable	669.9
Other current assets	99.9
Property and equipment	1,931.0
Trade name	5.6
Non-compete agreements	2.4
Customer relationships	785.2
Deferred tax assets	34.6
Other long-term assets	48.5
Accounts payable	(353.5		)
Accrued expenses, other	(380.6		)
Other current liabilities	(27.5		)
Long-term debt	(640.6		)
Deferred tax liabilities	(689.4		)
Employee benefit obligations	(159.8		)
Other long-term liabilities	(196.7		)
Goodwill	$	1,188.8

Norbert Dentressangle SA

Business Acquisition [Line Items]

Schedule of Consideration Transferred

Total consideration is summarized in the table below in Euros (“EUR”) and USD:



(In millions)	In EUR			In USD
Cash consideration	€	1,437.0		$	1,603.9
Liability for performance share settlement	11.8			13.2
Repayment of indebtedness	628.5			705.0
Noncontrolling interests	702.5			784.2
Cash acquired	(134.6		)	(151.0		)
Total consideration	€	2,645.2		$	2,955.3

Recognized Identified Assets Acquired and Liabilities Assumed

The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of June 8, 2015:



(Dollars in millions)
Consideration	$	2,955.3
Accounts receivable	1,060.4
Other current assets	350.2
Deferred tax assets	147.5
Property and equipment	730.7
Trade name covenants	40.0
Non-compete agreements	5.6
Customer relationships	827.0
Other long-term assets	68.3
Accounts payable	(804.1		)
Accrued expenses, other	(422.0		)
Other current liabilities	(164.6		)
Long-term debt	(643.4		)
Deferred tax liabilities	(366.8		)
Employee benefit obligations	(142.3		)
Other long-term liabilities	(155.2		)
Noncontrolling interests	(37.2		)
Goodwill	$	2,461.2

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:



(Dollars in millions)
Consideration	$	615.9
Cash and cash equivalents	1.8
Accounts receivable	112.1
Other current assets	29.6
Property and equipment	112.7
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	15.8
Accounts payable	(17.7		)
Accrued expenses	(33.4		)
Deferred tax liabilities, long-term	(75.0		)
Other long-term liabilities	(9.3		)
Goodwill	$	350.1

Pacer International

Business Acquisition [Line Items]

Recognized Identified Assets Acquired and Liabilities Assumed

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



(Dollars in millions)
Consideration	$	331.5
Cash and cash equivalents	22.3
Accounts receivable	119.6
Other current assets	9.4
Property and equipment	43.5
Trade names	2.8
Non-compete agreements	2.3
Contractual customer relationships	66.3
Non-contractual customer relationships	1.0
Deferred tax assets, long-term	2.8
Other long-term assets	2.4
Accounts payable	(71.6		)
Accrued expenses, other	(53.7		)
Other current liabilities	(2.0		)
Other long-term liabilities	(11.6		)
Goodwill	$	198.0

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2015

Restructuring and Related Activities [Abstract]

Summary of Restructuring Reserve



			Twelve months ended December 31, 2014
(Dollars in millions)	Reserve Balance at December 31, 2013		Charges Incurred		Payments			Reserve Balance at December 31, 2014
Corporate
Contract termination	$	—	$	6.0	$	(2.2	)	$	3.8
Severance	—		5.4		(4.1		)	1.3
Total	$	—	$	11.4	$	(6.3	)	$	5.1



			Twelve months ended December 31, 2015
(Dollars in millions)	Reserve Balance at December 31, 2014		From ND Acquisition		Charges Incurred		Payments			Reserve Balance at December 31, 2015
Transportation
Contract termination	$	—	$	0.1	$	—	$	—		$	0.1
Facilities	—		—		0.8		(0.2		)	0.6
Severance	—		4.8		27.3		(5.4		)	26.7
Total	—		4.9		28.1		(5.6		)	27.4
Logistics
Contract termination	—		0.1		0.9		(0.2		)	0.8
Severance	—		9.3		21.3		(5.1		)	25.5
Total	—		9.4		22.2		(5.3		)	26.3
Corporate
Contract termination	3.8		—		3.3		(3.1		)	4.0
Severance	1.3		—		3.3		(1.1		)	3.5
Total	5.1		—		6.6		(4.2		)	7.5
Total	$	5.1	$	14.3	$	56.9	$	(15.1	)	$	61.2

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum lease payments for capital leases

Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year, at December 31, 2015, were as follows:



(Dollars in millions)	Capital Leases			Operating Leases
Year ending December 31:
2016	$	22.0		$	537.0
2017	14.8			414.1
2018	14.3			327.6
2019	3.8			246.9
2020	2.4			179.1
Thereafter (through 2027)	3.6			502.1
Total minimum lease payments	$	60.9		$	2,206.8
Amount representing interest	(1.8		)
Present value of minimum lease payments	$	59.1

Schedule of future minimum rental payments for operating leases

Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year, at December 31, 2015, were as follows:



(Dollars in millions)	Capital Leases			Operating Leases
Year ending December 31:
2016	$	22.0		$	537.0
2017	14.8			414.1
2018	14.3			327.6
2019	3.8			246.9
2020	2.4			179.1
Thereafter (through 2027)	3.6			502.1
Total minimum lease payments	$	60.9		$	2,206.8
Amount representing interest	(1.8		)
Present value of minimum lease payments	$	59.1

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

The following table summarizes the Company’s property and equipment as of December 31, 2015 and December 31, 2014:



	December 31,
(Dollars in millions)	2015			2014
Property and Equipment
Land	$	359.5		$	—
Buildings and leasehold improvements	476.8			33.2
Vehicles, tractors, trailers and tankers	1,440.5			4.4
Rail cars, containers and chassis	13.3			13.0
Machinery and equipment	312.6			44.4
Office and warehouse equipment	79.5			32.9
Computer software and equipment	379.3			141.3
	3,061.5			269.2
Less: Accumulated depreciation	(209.3		)	(47.3		)
Total Property and Equipment, net	$	2,852.2		$	221.9

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Identifiable Intangible Assets

The following summarizes the Company’s identifiable intangible assets as of December 31, 2015 and December 31, 2014:



	December 31,
(Dollars in millions)	2015			2014
Definite-lived intangibles:
Customer relationships	$	2,017.0		$	376.6
Trade names	51.0			15.4
Non-compete agreements	18.7			9.8
Carrier relationships	12.1			12.1
Other intangible assets	2.2			2.2
	2,101.0			416.1
Less: Accumulated amortization	(224.5		)	(74.6		)
Total Identifiable Intangible Assets, net	$	1,876.5		$	341.5

Estimated Future Amortization Expense for Amortizable Intangible Assets

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



(Dollars in millions)	2016		2017		2018		2019		2020
Estimated amortization expense	$	201.3	$	187.4	$	179.0	$	172.7	$	166.6

Goodwill (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill



(Dollars in millions)	Transportation			Logistics			Total
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
Acquisitions	1,942.6			1,792.9			3,735.5
Impact of foreign exchange translation	(23.7		)	(37.1		)	(60.8		)
Litigation liability adjustments, net of tax	10.5			—			10.5
Other adjustments	(1.7		)	(2.2		)	(3.9		)
Goodwill at December 31, 2015	$	2,504.7		$	2,105.9		$	4,610.6

Debt (Tables)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Schedule of Debt Obligations

The following table outlines the Company’s debt obligations as of December 31, 2015 and December 31, 2014:



(Dollars in millions)	Stated Interest Rates		Initial Term (months)	As of December 31, 2015			As of December 31, 2014
ABL Facility	2.64	%	60	$	—		$	—
Senior Notes due 2022	6.50	%	84	1,600.0			—
Senior Notes due 2021	5.75	%	72	544.4			—
Senior Notes due 2019	7.88	%	60	900.0			500.0
Senior Notes due 2018	7.25	%	120	265.8			—
Term loan facility	5.50	%	72	1,600.0			—
Senior Debentures due 2034	6.70	%	360	300.0			—
Convertible senior notes	4.50	%	60	52.3			106.8
Euro Private Placement Notes due 2020	4.00	%	84	13.1			—
Asset financing [a]	1.38	%	67	262.5			—
Notes payable	Various		Various	3.5			1.8
Capital leases for equipment	1.40	%	70	59.1			0.2
Total debt				5,600.7			608.8
Plus: unamortized premium on Senior Notes due 2019				13.2			—
Plus: unamortized fair value premium on Senior Notes due 2018				2.4			—
Plus: unamortized fair value premium on Euro Private Placement Notes				1.4			—
Less: unamortized fair value discount on Senior Debentures due 2034				(101.0		)	—
Less: unamortized discount on convertible senior notes				(4.3		)	(14.9		)
Less: unamortized discount on term loan facility				(31.5		)	—
Less: current maturities of long-term debt				(135.3		)	(1.8		)
Less: debt issuance costs				(73.0		)	$	(11.8	)
Total long-term debt, net of current maturities				$	5,272.6		$	580.3

[a] The stated interest rate and initial term (in months) for the asset financing is the weighted-average stated interest rate and initial term (in months), respectively.

Schedule of Maturities of Long-term Debt [Table Text Block]

The following table outlines the Company’s principal payment obligations on debt and capital leases for the next five years:



(Dollars in millions)	2016		2017		2018		2019		2020
Principal payments on debt and capital leases	$	135.3	$	174.5	$	345.5	$	940.6	$	34.9

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2015

Defined Benefit Pension Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of reconciliation of the changes in the plans' projected benefit obligations

The following tables provide a reconciliation of the changes in the plans’ projected benefit obligations as of December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans			UK Plans
Projected benefit obligation at December 31, 2014	$	—		$	—		$	—
From acquisitions	1,685.8			74.1			1,393.4
Interest cost	12.7			0.5			28.6
Actuarial gain	(23.0		)	(0.7		)	(65.3		)
Foreign currency exchange rate changes	—			—			(37.5		)
Benefits paid	(9.7		)	(0.9		)	(31.5		)
Projected benefit obligation at December 31, 2015	$	1,665.8		$	73.0		$	1,287.7

Schedule of reconciliation of the changes in the plans' fair value of plan assets

The following tables provide a reconciliation of the changes in the plans' fair value of plan assets as of December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans			UK Plans
Fair value of plan assets at December 31, 2014	$	—		$	—		$	—
From acquisitions	1,659.4			—			1,290.5
Actual return (loss) on plan assets	(29.8		)	—			(30.3		)
Employer contributions	—			0.9			10.3
Benefits paid	(9.7		)	(0.9		)	(31.5		)
Foreign currency exchange rate changes	—			—			(35.2		)
Fair value of plan assets at December 31, 2015	$	1,619.9		$	—		$	1,203.8

Schedule of the funded status of the plans

The following table provides the funded status of the plans as of December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans			UK Plans
Funded Status:
Fair value of plan assets	$	1,619.9		$	—		$	1,203.8
Projected benefit obligation	1,665.8			73.0			1,287.7
Funded status at December 31, 2015	$	(45.9	)	$	(73.0	)	$	(83.9	)
Funded Status Recognized in Balance Sheet:
Long-term assets	$	17.3		$	—		$	—
Current liabilities	—			(5.2		)	—
Long-term liabilities	(63.2		)	(67.8		)	(83.9		)
Total liability at December 31, 2015	$	(45.9	)	$	(73.0	)	$	(83.9	)
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	$	1,645.7		$	73.0		$	1,287.7
Fair value of plan assets	1,582.5			—			1,203.8
Weighted-average assumptions as of December 31:
Discount rate	4.65		%	4.65		%	3.75		%

Schedule of accumulated other comprehensive loss not yet recognized in net periodic benefit expense

The following table provides amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit expense as of December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans		UK Plans
Actuarial gain (loss)	$	(22.2	)	$	0.7	$	0.5

Schedule of net periodic benefit costs

The following table sets forth the amount of net periodic benefit cost and amounts recognized in other comprehensive income or loss for the year ended December 31, 2015:



(Dollars in millions)	U.S. Qualified Plans			U.S Non-Qualified Plans			UK Plans
Net periodic benefit expense (income):
Interest cost	$	12.7		$	0.5		$	28.6
Expected return on plan assets	(15.4		)	—			(34.6		)
Net periodic benefit expense (income)	$	(2.7	)	$	0.5		$	(6.0	)
Amounts recognized in other comprehensive income or loss:
Actuarial loss (gain)	22.2			(0.7		)	(0.5		)
Loss (gain) recognized in other comprehensive income or loss	$	22.2		$	(0.7	)	$	(0.5	)

Schedule of assumptions used to determine the projected benefit obligation and net periodic benefit cost

The following table outlines the weighted-average assumptions used to determine the net periodic benefit cost at December 31, 2015:



	U.S. Qualified Plans		UK Plans
Discount rate	4.55	%	3.75	%
Expected long-term rate of return on plan assets	5.57	%	5.40	%

Schedule of expected benefit payments



(Dollars in millions)	U.S. Qualified Plans		U.S Non-Qualified Plans		UK Plans
Year ending December 31:
2016	$	66.0	$	5.2	$	51.9
2017	70.1		5.2		53.4
2018	74.3		5.2		54.9
2019	78.9		5.2		59.3
2020	83.8		5.2		60.8
2021-2025	479.5		25.2		347.1

Schedule of fair values of investments held in pension plans by major asset category



(Dollars in millions)
Asset Category (U.S. Qualified Plans)	Level 1		Level 2			Level 3		Total			Percentage of Plan Assets
Cash and Cash Equivalents
Short-term investment fund	$	—	$	34.3		$	—	$	34.3		2.1	%
Equity
U.S. large companies
S&P 500 futures	0.7		—			—		0.7			—	%
Growth	91.4		—			—		91.4			5.6	%
Value	88.2		—			—		88.2			5.4	%
U.S. Small Companies
Value	27.1		—			—		27.1			1.7	%
International
Growth	66.1		—			—		66.1			4.1	%
Value fund	—		65.9			—		65.9			4.1	%
Fixed Income Securities
Global long-term debt instruments	158.1		1,088.1			—		1,246.2			76.9	%
Total U.S. Plan Assets	$	431.6	$	1,188.3		$	—	$	1,619.9		100.0	%

Asset Category (UK Plans)
Cash and Cash Equivalents	$	32.8	$	—		$	—	$	32.8		2.7	%
Fixed Income Securities
Government	260.3		—			—		260.3			21.6	%
Government and credit - commingled funds	—		210.8			—		210.8			17.5	%
Illiquid credit [a]	—		—			55.2		55.2			4.6	%
Derivatives
Equity	20.8		—			—		20.8			1.7	%
Interest rate	—		13.1			—		13.1			1.1	%
Currencies	—		(1.6		)	—		(1.6		)	(0.1	)%
Hedge Funds [b]	—		—			40.6		40.6			3.4	%
Diversified Multi-Asset Funds
Risk parity	—		235.2			—		235.2			19.5	%
Dynamic asset allocation	49.6		287.0			—		336.6			28.0	%
Total UK Plan Assets	$	363.5	$	744.5		$	95.8	$	1,203.8		100.0	%

Schedule of changes in Level 3 instruments measured at fair value on a recurring basis

The following table is a roll-forward of Level 3 instruments measured at fair value on a recurring basis from December 31, 2014 to December 31, 2015:



(Dollars in millions)	Illiquid Credit			Hedge Funds			Real Estate			Total
Balance at December 31, 2014	$	—		$	—		$	—		$	—
From ND acquisition	56.5			46.3			1.9			104.7
Actual return on assets:
Assets held at end of period	0.3			(4.3		)	—			(4.0		)
Assets sold during the period	—			—			(0.2		)	(0.2		)
Sales	—			—			(1.7		)	(1.7		)
Foreign currency exchange rate changes	(1.6		)	(1.4		)	—			(3.0		)
Balance at December 31, 2015	$	55.2		$	40.6		$	—		$	95.8

Postretirement Medical Plan

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of reconciliation of the changes in the plans' projected benefit obligations

The following sets forth the changes in the benefit obligation and the determination of the amounts recognized in the consolidated balance sheets for the Postretirement Plan at December 31:



(Dollars in millions)	2015
Projected benefit obligation at December 31, 2014	$	—
From Con-way acquisition	51.0
Service cost – benefits earned during the year	0.1
Interest cost on projected benefit obligation	0.3
Actuarial loss (gain)	3.3
Participant contributions	0.3
Benefits paid	(1.0		)
Projected and accumulated benefit obligation at December 31, 2015	$	54.0
Funded status of the plan	$	(54.0	)
Amounts recognized in the balance sheet consist of :
Current liabilities	(4.0		)
Long-term liabilities	(50.0		)
Net amount recognized	$	(54.0	)
Discount rate assumption as of December 31, 2015	4.20		%

Schedule of accumulated other comprehensive loss not yet recognized in net periodic benefit expense

The amounts included in accumulated other comprehensive loss that have not yet been recognized in net periodic benefit expense consist of the following:



(Dollars in millions)	2015
Actuarial loss	$	(3.3	)
	$	(3.3	)

Schedule of net periodic benefit costs

Net periodic benefit expense and amounts recognized in other comprehensive income or loss for the year ended December 31, 2015 includes the following:



(Dollars in millions)	2015
Net periodic benefit expense (income):
Service cost - benefits earned during the year	$	0.1
Interest cost on projected benefit obligation	0.3
Net periodic benefit expense (income)	$	0.4
Discount rate assumption used to calculate interest cost from November 1 through December 31	4.10		%

Schedule of expected benefit payments



(Dollars in millions)	Benefit Payments
Year ending December 31:
2016	$	4.1
2017	4.0
2018	4.2
2019	4.4
2020	4.5
2021-2025	22.0

Schedule of assumed health-care cost trend rates

The assumed health care cost trend rates used to determine the benefit obligation are as follows:



	2015
Health care cost trend rate assumed for next year	6.74	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.50	%
Year that the rate reaches the ultimate trend rate	2038

Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2015

Noncontrolling Interest [Abstract]

Schedule of Redeemable Noncontrolling Interest

The following table is a roll-forward of the redeemable noncontrolling interest from December 31, 2014 to December 31, 2015:



(Dollars in millions)
As of December 31, 2014	$	—
ND acquisition noncontrolling interest	784.2
Comprehensive gain attributable to redeemable noncontrolling interest	0.8
Adjustment to record noncontrolling interest at redemption value	(4.9		)
Adjustments for shares purchased, net of currency adjustment	(459.7		)
Transfer to noncontrolling interest within permanent equity	(320.4		)
As of December 31, 2015	$	—

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2015

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

Schedule of Allocated Share-based Compensation Expense

The Company recognized the following stock-based compensation expense in direct operating expense and sales, general and administrative expense in the consolidated statements of operations:



	Years ended December 31,
(Dollars in millions)	2015		2014		2013
Stock options	$	1.9	$	1.7	$	1.5
Stock appreciation rights	0.4		—		—
Restricted stock units	9.0		5.8		3.2
Performance-based restricted stock units	17.0		—		—
Warrants	8.5		—		—
Stock-based compensation expense	$	36.8	$	7.5	$	4.7

Stock options

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

Schedule of Valuation Assumptions

The following is a summary of the weighted-average assumptions used to calculate the grant-date fair value using the Black-Scholes option pricing model:



	2015		2014		2013
Weighted-average risk-free interest rate	1.6	%	1.9	%	1.6	%
Weighted-average volatility	60.7	%	50.5	%	51.0	%
Weighted-average dividend yield	—		—		—
Weighted-average expected option term (in years)	6.61		6.44		6.44

Equity Awards Outstanding and Exercisable

A summary of stock option award activity for the years ended December 31, 2015, 2014 and 2013 is presented below:



	Stock Options
	Number of Stock Options		Weighted-Average Exercise Price		Exercise Price Range	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Term


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
Granted	85,755		26.72		$26.63 - $27.47	15.71
Assumed	883,733		24.17		$10.94 - $31.88	5.71
Exercised	(271,703	)	19.20		$2.68 - $29.79	4.85
Forfeited	(38,300	)	20.51		$12.10 - $27.87	9.80
Outstanding at December 31, 2015	2,004,280		$	16.66	$2.68 - $31.88	$	6.06	4.57
Options exercisable at December 31, 2015	1,680,525		$	16.62	$2.68 - $31.88	$	5.49	4.05

Schedule of Estimated Remaining Share Based Compensation Expense

The remaining estimated compensation expense related to existing stock options is as follows:



	Years ended December 31,
(Dollars in millions)	2016		2017		2018		2019		2020
Remaining estimated compensation expense related to existing stock options	$	1.2	$	0.6	$	0.4	$	0.1	$	—

Stock appreciation rights

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

Equity Awards Outstanding and Exercisable

The following table summarizes SAR activity for 2015:



	Stock Appreciation Rights
	Number of Rights		Weighted-Average Exercise Price		Weighted-Average Remaining Term


Outstanding at December 31, 2014	—		$	—	—
Granted	—		—		—
Assumed	180,789		15.61		—
Exercised	(37,186	)	15.61		—
Forfeited	—		—		—
Outstanding at December 31, 2015	143,603		$	15.61	1.79
SARs exercisable at December 31, 2015	143,603		$	15.61	1.79

Restricted Stock Units and Performance-based Restricted Stock Units

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

Schedule of Valuation Assumptions



	2015		2014		2013
Weighted-average risk-free interest rate	1.1	%	1.2	%	1.0	%
Weighted-average volatility	41.1	%	44.3	%	50.0	%
Weighted-average dividend yield	—		—		—
Weighted-average term (in years)	2.98		3.59		3.78

Equity Awards Outstanding and Exercisable

A summary of RSU and PRSU award activity for the years ended December 31, 2015, 2014 and 2013 is presented below:



	Restricted Stock Units				Performance-based Restricted Stock Units
	Number of Restricted Stock Units		Weighted-Average Grant Date Fair Value		Number of Performance-based Restricted Stock Units		Weighted-Average Grant Date Fair Value


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
Granted	329,899		25.72		537,261		24.75
Assumed	1,088,674		26.02		—		—
Vested	(460,895	)	19.47		(25,424	)	31.02
Forfeited	(92,060	)	27.24		(88,728	)	28.15
Outstanding at December 31, 2015	1,558,441		$	23.01	1,987,060		$	21.47

Schedule of Estimated Remaining Share Based Compensation Expense

Remaining estimated compensation expense related to outstanding RSUs and PRSUs is as follows:



	Years ended December 31,
(Dollars in millions)	2016		2017		2018		2019		2020 and thereafter
Remaining estimated compensation expense related to outstanding RSUs and PRSUs deemed probable	$	13.1	$	7.2	$	3.1	$	0.6	$	0.9

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

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:



	Year Ended December 31,
(Dollars in millions)	2015			2014			2013
Operations
U.S. domestic	$	(305.7	)	$	(87.2	)	$	(69.2	)
Foreign	23.2			(2.5		)	(1.8		)
Total pre-tax loss	$	(282.5	)	$	(89.7	)	$	(71.0	)

Schedule of Components of Income Tax Expense (Benefit)

The components of the income tax benefit consist of the following:



	Year Ended December 31,
(Dollars in millions)	2015			2014			2013
Current
Federal	$	(34.2	)	$	—		$	—
State and local	8.8			3.4			0.3
Foreign	26.4			0.5			(0.1		)
	1.0			3.9			0.2
Deferred
Federal	(58.1		)	(27.8		)	(22.1		)
State and local	(18.2		)	(2.7		)	(0.6		)
Foreign	(15.6		)	0.5			—
	(91.9		)	(30.0		)	(22.7		)
Total income tax benefit	$	(90.9	)	$	(26.1	)	$	(22.5	)

Schedule of Effective Income Tax Rate Reconciliation



	Year Ended December 31,
	2015		2014		2013
U.S. Federal statutory tax rate	35.0	%	35.0	%	34.0	%
State and local taxes, net	2.2	%	0.7	%	0.6	%
Transaction expense	(3.7	)%	(1.7	)%	(1.1	)%
Loss on convertible debt	(0.6	)%	(2.1	)%	(1.1	)%
Change in valuation allowance	(3.2	)%	(1.4	)%	(0.6	)%
Nontaxable purchase price adjustment	2.2	%	—	%	—	%
Fuel and employment tax credits	2.0	%	—	%	—	%
Change in uncertain tax position provision	0.5	%	0.4	%	0.3	%
U.S. taxation of foreign earnings	(2.4	)%	—	%	—	%
Loss on remeasurement of foreign activities	2.6	%	—	%	—	%
Foreign tax rate differences	—	%	(0.5	)%	(0.2	)%
All other non-deductible items	(2.4	)%	(1.3	)%	(0.2	)%
Net effective tax rate	32.2	%	29.1	%	31.7	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the noncurrent deferred tax asset and deferred tax liability are as follows:



	Year Ended December 31,
(Dollars in millions)	2015			2014
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	242.0		$	74.3
Accrued expenses	125.4			13.2
Pension and other retirement obligations	70.3			—
Other	65.2			13.4
Total deferred tax asset	502.9			100.9
Valuation allowance	(67.6		)	(7.1		)
Total deferred tax asset, net	435.3			93.8
Deferred tax liabilities
Intangible assets	(655.0		)	(110.5		)
Property & equipment	(541.7		)	(41.9		)
Other	(58.3		)	(6.7		)
Total deferred tax liability	(1,255.0		)	(159.1		)
Net deferred tax liability	$	(819.7	)	$	(65.3	)

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:



	Year Ended December 31,
(Dollars in millions)	2015			2014
Uncertain tax positions, beginning of the year	$	6.2		$	0.8
Additions for tax positions of prior years	0.2			—
Additions for tax positions from acquisitions	6.1			5.8
Additions for tax positions taken during the current period	0.5			—
Reductions due to the statute of limitations	(1.5		)	(0.4		)
Uncertain tax positions, end of the year	$	11.5		$	6.2

Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position



(Dollars in millions)	Balance Sheet Location	Fair Value Hierarchy Level	Notional Amount		Fair Value
Derivatives designated as hedges:
Cross-currency swap agreements	Other long-term assets	Level 2	$	730.9	$	0.2
Interest rate swaps	Other current liabilities Other long-term liabilities	Level 2	228.6		(7.3		)
Derivatives not designated as hedges:
Interest rate swaps	Other current liabilities Other long-term liabilities	Level 2	43.5		(0.7		)
Foreign currency option contracts	Other current liabilities	Level 2	235.2		(1.0		)
Total					$	(8.8	)

Schedule of Gains and Losses Recognized on the Balance Sheet for Derivative Instruments



	Recognized in Accumulated Other Comprehensive Loss							Recognized in Earnings
(Dollars in millions)	2015			2014		2013		2015			2014		2013
Derivatives designated as hedges:
Cross-currency swap agreements	$	4.9		$	—	$	—	$	—		$	—	$	—
Interest rate swaps	(1.4		)	—		—		—			—		—
Derivatives not designated as hedges:
Foreign currency option contracts	—			—		—		(1.0		)	—		—
Foreign currency forward contracts	—			—		—		(9.7		)	—		—
Nonderivatives designated as hedges:
Foreign currency denominated notes	4.7			—		—		—			—		—
Total	$	8.2		$	—	$	—	$	(10.7	)	$	—	$	—

Variable Interest Entities and Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2015

Variable Interest Entities [Abstract]

Assets and Liabilities of Consolidated VIEs

Assets and Liabilities of Consolidated VIEs and Joint Ventures



(Dollars in millions)	As of December 31, 2015
Assets
Cash and cash equivalents	$	14.3
Accounts receivable, net of allowance	54.7
Other current assets	3.8
Property and equipment, net of accumulated depreciation	4.8
Other long-term assets	3.0
Total	$	80.6

Liabilities
Accounts payable	$	44.9
Accrued expenses, other	8.1
Other current liabilities	8.9
Other long-term liabilities	5.2
Total	$	67.1

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The weighted-average of potentially dilutive securities excluded from the computation of diluted earnings per share is shown in the table below.



	Year Ended December 31,
	2015	2014	2013
Basic weighted-average common stock outstanding	92,755,919	53,629,962	22,752,320
Potentially Dilutive Securities:
Shares underlying the conversion of preferred stock to common stock	10,438,426	10,483,052	10,607,309
Shares underlying the conversion of the convertible senior notes	4,327,654	7,342,864	8,623,331
Shares underlying warrants to purchase common stock	8,574,412	8,202,468	6,900,642
Shares underlying stock options to purchase common stock	823,352	555,977	356,815
Shares underlying restricted stock units and performance-based restricted stock units	1,519,776	797,026	367,183
	25,683,620	27,381,387	26,855,280
Diluted weighted-average shares outstanding	118,439,539	81,011,349	49,607,600

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2015

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, 2015 and 2014 are summarized below:

XPO Logistics, Inc.

Quarterly Financial Data

(Unaudited)



(Dollars in millions, except per share data)	March 31, 2015			June 30, 2015			September 30, 2015			December 31, 2015
Revenue	$	703.0		$	1,215.9		$	2,362.0		$	3,342.3
Operating expenses
Cost of transportation and services	440.8			707.3			1,237.3			1,786.0
Direct operating expense	151.2			318.3			798.0			1,099.5
Sales, general and administrative expense	115.8			220.4			282.4			494.8
Total operating expenses	707.8			1,246.0			2,317.7			3,380.3
Operating (loss) income	(4.8		)	(30.1		)	44.3			(38.0		)
Other expense (income)	0.2			2.1			1.6			(0.8		)
Foreign currency loss (gain)	0.2			19.8			14.5			(0.4		)
Interest expense	23.1			36.3			61.4			95.9
Loss before income tax (benefit) provision	(28.3		)	(88.3		)	(33.2		)	(132.7		)
Income tax (benefit) provision	(13.6		)	(9.5		)	1.8			(69.6		)
Net loss	(14.7		)	(78.8		)	(35.0		)	(63.1		)
Preferred stock beneficial conversion charge	—			—			(52.0		)	—
Cumulative preferred dividends	(0.7		)	(0.7		)	(0.7		)	(0.7		)
Net loss (income) attributable to noncontrolling interests	—			4.4			(4.9		)	1.0
Net loss attributable to common shareholders	$	(15.4	)	$	(75.1	)	$	(92.6	)	$	(62.8	)

Basic loss per share	$	(0.20	)	$	(0.89	)	$	(0.94	)	$	(0.58	)
Diluted loss per share	$	(0.20	)	$	(0.89	)	$	(0.94	)	$	(0.58	)



(Dollars in millions, except per share data)	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 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			(0.3		)
Foreign currency loss	—			—			—			0.4
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 attributable to common shareholders	$	(29.1	)	$	(14.5	)	$	(12.3	)	$	(51.5	)

Basic loss per share	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)
Diluted loss per share	$	(0.70	)	$	(0.28	)	$	(0.23	)	$	(0.77	)

Segment Reporting and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Selected Financial Data for Each of Operating Segments

he following schedule identifies selected financial data for each of the Company’s reportable segments for the years ended December 31, 2015, 2014 and 2013, respectively:

XPO Logistics, Inc.

Segment Data



(Dollars in millions)	Transportation			Logistics		Corporate			Eliminations			Total
Year Ended December 31, 2015
Revenue	$	4,924.4		$	2,768.4	$	—		$	(69.6	)	$	7,623.2
Operating income (loss)	51.6			81.6		(162.0		)	0.2			(28.6		)
Depreciation and amortization	226.5			136.9		1.5			—			364.9
Interest expense	25.0			15.3		176.4			—			216.7
Income tax provision (benefit)	(10.5		)	17.6		(98.0		)	—			(90.9		)
Goodwill	2,504.7			2,105.9		—			—			4,610.6
Capital expenditures	126.3			109.5		13.2			—			249.0
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
Income 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
Income tax benefit	(2.4		)	—		(20.1		)	—			(22.5		)
Goodwill	363.4			—		—			—			363.4
Capital expenditures	5.3			—		6.3			—			11.6

Schedule of Revenues Generated by Geographical Area

he following table presents revenues generated by geographical area.



	Year Ended December 31,
(Dollars in millions)	2015		2014		2013
Revenue
United States	$	4,278.5	$	2,141.4	$	628.0
North America (excluding United States)	166.3		132.0		74.3
Europe	2,986.9		12.9		—
Asia	171.9		66.3		—
Other	19.6		4.0		—
Total	$	7,623.2	$	2,356.6	$	702.3

Organization - Additional Information (Detail)	12 Months Ended
Organization - Additional Information (Detail)	Dec. 31, 2015 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

Basis of Presentation and Significant Accounting Policies - Presentation and Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Debt issuance costs	$ 73.0	$ 11.8
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%
Adjustments for New Accounting Pronouncement
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Debt issuance costs		11.8
Deferred Tax Assets, Net, Noncurrent		$ 9.2

Basis of Presentation and Significant Accounting Policies - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance	$ 9.8	$ 3.5	$ 0.6
Provision, charged to expense	12.9	6.9	2.6
Write-offs, less recoveries, and other adjustments	(5.8)	(0.6)	0.3
Ending balance	$ 16.9	$ 9.8	$ 3.5

Basis of Presentation and Significant Accounting Policies - Schedule of Current Assets (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Prepaid expenses	$ 142.3	$ 13.2
Value-added tax and income tax receivables	115.8	15.4
Miscellaneous receivables	50.5	5.4
Inventory	48.9	1.3
Other current assets	43.5	0.7
Total Other Current Assets	$ 401.0	$ 36.0

Basis of Presentation and Significant Accounting Policies - Estimated Useful Life of Assets (Details)	12 Months Ended
	Dec. 31, 2015
Buildings and leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years
Vehicles, tractors, trailers and tankers \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Vehicles, tractors, trailers and tankers \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	14 years
Rail cars, containers and chassis \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	15 years
Rail cars, containers and chassis \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	30 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Office and warehouse equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Office and warehouse equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Computer software and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Computer software and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Basis of Presentation and Significant Accounting Policies - Goodwill and Intangible Assets with Indefinite Lives - Additional Information (Details)	Dec. 31, 2015
Minimum
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Percentage of fair value in excess of carrying amount	87.00%
Maximum
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Percentage of fair value in excess of carrying amount	100.00%

Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2015
Carrier relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	2 years
Minimum \| Customer 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 2 months 12 days
Minimum \| Other intangible assets
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	1 year 6 months
Maximum \| Customer 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	3 years 6 months
Maximum \| Other intangible assets
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	5 years
Weighted Average \| Customer relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Weighted-Average Amortization Period	12 years 4 months 7 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 10 months 10 days
Weighted Average \| Non-compete agreements
Finite Lived Intangible Asset Useful Life [Line Items]
Weighted-Average Amortization Period	4 years 2 months 5 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 - Summary of Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Accrued salaries and wages	$ 558.6	$ 50.1
Accrued value-added tax and other taxes	153.3	1.3
Accrued transportation and facility charges	156.1	4.9
Accrued insurance claims	95.3	5.8
Accrued estimated litigation liabilities	66.1	11.5
Accrued purchased services	61.7	18.9
Accrued interest	56.8	15.1
Accrued restricted stock cash settlements	19.3	0.0
Other accrued expenses	124.6	12.3
Total Accrued Expenses	$ 1,291.8	$ 119.9

Basis of Presentation and Significant Accounting Policies - Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Deferred revenue	$ 62.4	$ 0.5
Employee benefits	38.7	0.0
Bank overdrafts	29.5	0.0
Acquisition earn-out liability	21.8	0.0
Current portion of interest rate swap liability	5.2	0.0
Other current liabilities	46.0	6.2
Total Other Current Liabilities	$ 203.6	$ 6.7

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References + Details

Basis of Presentation and Significant Accounting Policies - Foreign Currency Translation and Transactions (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Foreign currency loss	$ (0.4)	$ 14.5	$ 19.8	$ 0.2	$ 0.4	$ 0.0	$ 0.0	$ 0.0	$ 34.1	$ 0.4	$ 0.0

Basis of Presentation and Significant Accounting Policies - Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Financial Assets:
Cash equivalents	$ 83.2	$ 330.8
Financial Liabilities:
Derivative instruments	8.8
Convertible senior notes
Financial Liabilities:
Long-term debt	89.1	271.3
Senior Notes due 2022
Financial Liabilities:
Long-term debt	1,479.8
Senior Notes due 2021
Financial Liabilities:
Long-term debt	507.5
Senior Notes due 2019
Financial Liabilities:
Long-term debt	920.3	527.5
Senior Notes due 2018
Financial Liabilities:
Long-term debt	271.0
Term loan facility
Financial Liabilities:
Long-term debt	1,590.0
Senior Debentures due 2034
Financial Liabilities:
Long-term debt	201.0
Euro private placement notes due 2020
Financial Liabilities:
Long-term debt	13.9
Carrying Value
Financial Assets:
Cash equivalents	83.2	330.8
Financial Liabilities:
Derivative instruments	8.8
Carrying Value \| Convertible senior notes
Financial Liabilities:
Long-term debt	46.8	89.9
Carrying Value \| Senior Notes due 2022
Financial Liabilities:
Long-term debt	1,577.0
Carrying Value \| Senior Notes due 2021
Financial Liabilities:
Long-term debt	536.6
Carrying Value \| Senior Notes due 2019
Financial Liabilities:
Long-term debt	900.4	490.2
Carrying Value \| Senior Notes due 2018
Financial Liabilities:
Long-term debt	268.2
Carrying Value \| Term loan facility
Financial Liabilities:
Long-term debt	1,540.3
Carrying Value \| Senior Debentures due 2034
Financial Liabilities:
Long-term debt	199.0
Carrying Value \| Euro private placement notes due 2020
Financial Liabilities:
Long-term debt	14.5
Level 1
Financial Assets:
Cash equivalents	9.1	330.8
Financial Liabilities:
Derivative instruments	0.0
Level 1 \| Convertible senior notes
Financial Liabilities:
Long-term debt	89.1	271.3
Level 1 \| Senior Notes due 2022
Financial Liabilities:
Long-term debt	1,479.8
Level 1 \| Senior Notes due 2021
Financial Liabilities:
Long-term debt	0.0
Level 1 \| Senior Notes due 2019
Financial Liabilities:
Long-term debt	920.3	527.5
Level 1 \| Senior Notes due 2018
Financial Liabilities:
Long-term debt	0.0
Level 1 \| Term loan facility
Financial Liabilities:
Long-term debt	0.0
Level 1 \| Senior Debentures due 2034
Financial Liabilities:
Long-term debt	0.0
Level 1 \| Euro private placement notes due 2020
Financial Liabilities:
Long-term debt	0.0
Level 2
Financial Assets:
Cash equivalents	74.1	0.0
Financial Liabilities:
Derivative instruments	8.8
Level 2 \| Convertible senior notes
Financial Liabilities:
Long-term debt	0.0	0.0
Level 2 \| Senior Notes due 2022
Financial Liabilities:
Long-term debt	0.0
Level 2 \| Senior Notes due 2021
Financial Liabilities:
Long-term debt	507.5
Level 2 \| Senior Notes due 2019
Financial Liabilities:
Long-term debt	0.0	0.0
Level 2 \| Senior Notes due 2018
Financial Liabilities:
Long-term debt	271.0
Level 2 \| Term loan facility
Financial Liabilities:
Long-term debt	1,590.0
Level 2 \| Senior Debentures due 2034
Financial Liabilities:
Long-term debt	201.0
Level 2 \| Euro private placement notes due 2020
Financial Liabilities:
Long-term debt	13.9
Level 3
Financial Assets:
Cash equivalents	0.0	0.0
Financial Liabilities:
Derivative instruments	0.0
Level 3 \| Convertible senior notes
Financial Liabilities:
Long-term debt	0.0	0.0
Level 3 \| Senior Notes due 2022
Financial Liabilities:
Long-term debt	0.0
Level 3 \| Senior Notes due 2021
Financial Liabilities:
Long-term debt	0.0
Level 3 \| Senior Notes due 2019
Financial Liabilities:
Long-term debt	0.0	$ 0.0
Level 3 \| Senior Notes due 2018
Financial Liabilities:
Long-term debt	0.0
Level 3 \| Term loan facility
Financial Liabilities:
Long-term debt	0.0
Level 3 \| Senior Debentures due 2034
Financial Liabilities:
Long-term debt	0.0
Level 3 \| Euro private placement notes due 2020
Financial Liabilities:
Long-term debt	$ 0.0

Basis of Presentation and Significant Accounting Policies - Stock-Based Compensation - Additional Information (Details)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Expected dividend yield	0.00%

Acquisitions - Con-way Inc. - Additional Information (Details) $ / shares in Units, employee in Thousands, customer in Thousands, $ in Millions		12 Months Ended
	Sep. 09, 2015 USD ($) employee Location customer $ / shares shares	Dec. 31, 2015 USD ($) $ / shares	Sep. 08, 2015 $ / shares	Dec. 31, 2014 USD ($) $ / shares	Dec. 31, 2013 USD ($)
Business Acquisition [Line Items]
Common stock, par value (in usd per share) \| $ / shares		$ 0.001	$ 0.001	$ 0.001
Goodwill		$ 4,610.6		$ 929.3	$ 363.4
Con-Way, Inc.
Business Acquisition [Line Items]
Number of locations \| Location	582
Entity number of employees \| employee	30
Number of customers \| customer	36
Common stock, par value (in usd per share) \| $ / shares	$ 0.625
Common stock, price per share (in usd per share) \| $ / shares	$ 47.60
Shares validly tendered, not properly withdrawn \| shares	46,150,072
Percentage of voting interests acquired, validly tendered, not properly withdrawn	81.10%
Equity assumed, Shares \| shares	1,793,225
Percentage of common stock acquired	3.20%
Consideration	$ 2,317.8
Cash acquired	(437.3)
Cash consideration	2,706.6
Repayment of indebtedness	17.6
Liability for equity award settlement	30.9
Goodwill	1,188.8
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual		896.2
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual		$ 0.5
Con-Way, Inc. \| Transportation
Business Acquisition [Line Items]
Goodwill	897.2
Con-Way, Inc. \| Logistics
Business Acquisition [Line Items]
Goodwill	$ 291.6

Acquisitions - Consideration (Details) € in Millions, $ in Millions	Sep. 09, 2015 USD ($)	Jun. 08, 2015 USD ($)	Jun. 08, 2015 EUR (€)
Con-Way, Inc.
Business Acquisition [Line Items]
Cash consideration	$ 2,706.6
Liability for equity award settlement	30.9
Repayment of indebtedness	17.6
Cash acquired	(437.3)
Total consideration	$ 2,317.8
Norbert Dentressangle SA
Business Acquisition [Line Items]
Cash consideration		$ 1,603.9	€ 1,437.0
Liability for equity award settlement		13.2	11.8
Repayment of indebtedness		705.0	628.5
Noncontrolling interests		784.2	702.5
Cash acquired		(151.0)	(134.6)
Total consideration		$ 2,955.3	€ 2,645.2

Acquisitions - Recognized Identified Assets Acquired and Liabilities Assumed (Detail) € in Millions, $ in Millions	Sep. 09, 2015 USD ($)	Jun. 08, 2015 USD ($)	Jun. 08, 2015 EUR (€)	Sep. 02, 2014 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Business Acquisition [Line Items]
Goodwill						$ 4,610.6	$ 929.3	$ 363.4
Con-Way, Inc.
Business Acquisition [Line Items]
Consideration	$ 2,317.8
Accounts receivable	669.9
Other current assets	99.9
Property and equipment	1,931.0
Deferred tax assets, long-term	34.6
Other long-term assets	48.5
Accounts payable	(353.5)
Accrued expenses	(380.6)
Other current liabilities	(27.5)
Long-term debt	(640.6)
Deferred tax liabilities, long-term	(689.4)
Employee benefit obligations	(159.8)
Other long-term liabilities	(196.7)
Goodwill	1,188.8
Con-Way, Inc. \| Trade names
Business Acquisition [Line Items]
Intangible assets acquired	5.6
Con-Way, Inc. \| Non-compete agreements
Business Acquisition [Line Items]
Intangible assets acquired	2.4
Con-Way, Inc. \| Customer relationships
Business Acquisition [Line Items]
Intangible assets acquired	$ 785.2
Norbert Dentressangle SA
Business Acquisition [Line Items]
Consideration		$ 2,955.3	€ 2,645.2
Accounts receivable		1,060.4
Other current assets		350.2
Property and equipment		730.7
Deferred tax assets, long-term		147.5
Other long-term assets		68.3
Accounts payable		(804.1)
Accrued expenses		(422.0)
Other current liabilities		(164.6)
Long-term debt		(643.4)
Deferred tax liabilities, long-term		(366.8)
Employee benefit obligations		(142.3)
Other long-term liabilities		(155.2)
Noncontrolling interests		(37.2)
Goodwill		2,461.2
Norbert Dentressangle SA \| Trade name covenants
Business Acquisition [Line Items]
Intangible assets acquired		40.0
Norbert Dentressangle SA \| Non-compete agreements
Business Acquisition [Line Items]
Intangible assets acquired		5.6
Norbert Dentressangle SA \| Contractual customer relationships
Business Acquisition [Line Items]
Intangible assets acquired		$ 827.0
New Breed Logistics
Business Acquisition [Line Items]
Consideration				$ 615.9
Cash and cash equivalents				1.8
Accounts receivable				112.1
Other current assets				29.6
Property and equipment				112.7
Other long-term assets				15.8
Accounts payable				(17.7)
Accrued expenses				(33.4)
Deferred tax liabilities, long-term				(75.0)
Other long-term liabilities				(9.3)
Goodwill				350.1
New Breed Logistics \| 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					119.6
Other current assets					9.4
Property and equipment					43.5
Deferred tax assets, long-term					2.8
Other long-term assets					2.4
Accounts payable					(71.6)
Accrued expenses					(53.7)
Other current liabilities					(2.0)
Other long-term liabilities					(11.6)
Goodwill					198.0
Pacer International \| 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

Acquisitions - Norbert Dentressangle SA - Additional Information (Details) € / shares in Units, € in Millions, $ in Millions				12 Months Ended
	Jun. 25, 2015	Jun. 08, 2015 USD ($)	Jun. 08, 2015 EUR (€)	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($)	Jun. 11, 2015 € / shares	Dec. 31, 2013 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 4,610.6	$ 929.3		$ 363.4
Revenue				14,833.5	14,991.0
Operating income				$ 204.0	$ 279.4
Norbert Dentressangle SA
Business Acquisition [Line Items]
Percentage of common stock acquired		67.00%		86.25%
Cash consideration		$ 1,603.9	€ 1,437.0
Liability for equity award settlement		13.2	11.8
Repayment of indebtedness		705.0	628.5
Common stock, price per share (in usd per share) \| € / shares						€ 217.50
Period that Tender Offer will remain open (in days)	16 days
Business Acquisition, Number of Common Stock Shares Acquired \| shares				1,921,553
Noncontrolling interests		784.2	€ 702.5
Goodwill		2,461.2
Revenue				$ 3,463.1
Operating income				$ 45.1
Norbert Dentressangle SA \| Transportation
Business Acquisition [Line Items]
Goodwill		959.9
Norbert Dentressangle SA \| Logistics
Business Acquisition [Line Items]
Goodwill		$ 1,501.3
Norbert Dentressangle SA \| Performance Based Award \| Share-based Compensation Award, Tranche One
Business Acquisition [Line Items]
Share-based Compensation by Share-based Payment Award, Percentage of Awards Paid		50.00%
Share-based Compensation by Share-based Payment Award, Period Before Payment		18 months	18 months
Norbert Dentressangle SA \| Performance Based Award \| Share-based Compensation Award, Tranche Two
Business Acquisition [Line Items]
Share-based Compensation by Share-based Payment Award, Percentage of Awards Paid		50.00%
Share-based Compensation by Share-based Payment Award, Period Before Payment		36 months	36 months

Acquisitions - Bridge Terminal Transport - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	May 04, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Acquisition of businesses, net of cash acquired		$ 3,887.0	$ 814.0	$ 458.8
Goodwill		$ 4,610.6	$ 929.3	$ 363.4
Bridge Terminal Transport, Inc.
Business Acquisition [Line Items]
Consideration	$ 103.8
Acquisition of businesses, net of cash acquired	103.1
Business combination, consideration transferred, shares of stock	0.7
Goodwill	56.6
Intangible assets acquired	$ 30.0

Acquisitions - UX Specialized Logistics - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Feb. 09, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Acquisition of businesses, net of cash acquired		$ 3,887.0	$ 814.0	$ 458.8
Goodwill		$ 4,610.6	$ 929.3	$ 363.4
UX Specialized Logistics
Business Acquisition [Line Items]
Consideration	$ 58.9
Acquisition of businesses, net of cash acquired	58.1
Business combination, consideration transferred, shares of stock	0.8
Goodwill	28.9
Intangible assets acquired	$ 18.8

Acquisitions - New Breed Logistics - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Sep. 02, 2014	Jul. 29, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Acquisition of businesses, net of cash acquired			$ 3,887.0	$ 814.0	$ 458.8
New Breed Logistics
Business Acquisition [Line Items]
Consideration	$ 615.9
Working capital adjustment	1.1
Business combination, consideration transferred, shares of stock	30.1
Acquisition of businesses, net of cash acquired	$ 585.8
Business acquisition, equity interest issued or issuable, number of shares	1,060,598
Common stock, price per share (in usd per share)	$ 32.45
Cash consideration	$ 615.8
New Breed Logistics \| Chief Executive Officer
Business Acquisition [Line Items]
Business combination, consideration transferred, shares of stock		$ 30.0
Percentage of common stock acquired	50.00%	50.00%

Acquisitions - Atlantic Central Logistics - Additional Information (Details) - USD ($) $ in Millions	Jul. 28, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Goodwill		$ 4,610.6	$ 929.3	$ 363.4
Atlantic Central Logistics
Business Acquisition [Line Items]
Consideration	$ 36.2
Goodwill	25.1
Intangible assets acquired	$ 12.5

Acquisitions - Pacer International - Additional Information (Details) $ / shares in Units, $ in Millions	Mar. 31, 2014 USD ($) $ / shares shares	Dec. 31, 2015 $ / shares	Sep. 08, 2015 $ / shares	Dec. 31, 2014 $ / shares
Business Acquisition [Line Items]
Common stock, par value (in usd per share)		$ 0.001	$ 0.001	$ 0.001
Pacer International
Business Acquisition [Line Items]
Common stock, par value (in usd per share)	$ 0.01
Right to receive, price per share (in usd per share)	$ 6.00
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 \| $	223.3
Business acquisition, equity interest issued or issuable \| $	$ 108.2
Business acquisition, equity interest issued or issuable, number of shares \| shares	3,688,246
Common stock, price per share (in usd per share)	$ 29.41
Total tax deductible goodwill \| $	$ 323.2

Acquisitions - Business Acquisition Pro Forma Information (Detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Business Combinations [Abstract]
Revenue	$ 14,833.5	$ 14,991.0
Operating income	204.0	279.4
Net loss attributable to common shareholders	$ (245.9)	$ (172.7)
Net loss attributable to common shareholders
Basic loss per share (in usd per share)	$ (2.28)	$ (2.03)
Diluted loss per share (in usd per share)	$ (2.28)	$ (2.03)

Restructuring Charges - Summary of Restructuring Reserve (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	$ 5.1
From ND Acquisition	14.3
Charges Incurred	56.9
Payments	(15.1)
Reserve, ending balance	61.2	$ 5.1
Operating Segments \| Transportation
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	0.0
From ND Acquisition	4.9
Charges Incurred	28.1
Payments	(5.6)
Reserve, ending balance	27.4	0.0
Operating Segments \| Transportation \| Contract termination
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	0.0
From ND Acquisition	0.1
Charges Incurred	0.0
Payments	0.0
Reserve, ending balance	0.1	0.0
Operating Segments \| Transportation \| Facilities
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	0.0
From ND Acquisition	0.0
Charges Incurred	0.8
Payments	(0.2)
Reserve, ending balance	0.6	0.0
Operating Segments \| Transportation \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	0.0
From ND Acquisition	4.8
Charges Incurred	27.3
Payments	(5.4)
Reserve, ending balance	26.7	0.0
Operating Segments \| Logistics
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	0.0
From ND Acquisition	9.4
Charges Incurred	22.2
Payments	(5.3)
Reserve, ending balance	26.3	0.0
Operating Segments \| Logistics \| Contract termination
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	0.0
From ND Acquisition	0.1
Charges Incurred	0.9
Payments	(0.2)
Reserve, ending balance	0.8	0.0
Operating Segments \| Logistics \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	0.0
From ND Acquisition	9.3
Charges Incurred	21.3
Payments	(5.1)
Reserve, ending balance	25.5	0.0
Corporate
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	5.1	0.0
From ND Acquisition	0.0
Charges Incurred	6.6	11.4
Payments	(4.2)	(6.3)
Reserve, ending balance	7.5	5.1
Corporate \| Contract termination
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	3.8	0.0
From ND Acquisition	0.0
Charges Incurred	3.3	6.0
Payments	(3.1)	(2.2)
Reserve, ending balance	4.0	3.8
Corporate \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	1.3	0.0
From ND Acquisition	0.0
Charges Incurred	3.3	5.4
Payments	(1.1)	(4.1)
Reserve, ending balance	$ 3.5	$ 1.3

Commitments and Contingencies - Additional Information (Detail) $ in Millions			12 Months Ended
	Jul. 17, 2015 USD ($) claimant	Mar. 06, 2015 class_action claimant	Dec. 31, 2015 USD ($) operator claimant claim	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Loss Contingencies [Line Items]
Rental Expense			$ 412.1	$ 82.3	$ 6.9
Pacer International
Loss Contingencies [Line Items]
Number of owner operators \| operator			150
Number of claims heard by court \| claimant	7	200	7
Amount claimed	$ 2.9
Number of class actions related to remaining claimants \| class_action		3
Pacer International \| Maximum
Loss Contingencies [Line Items]
Number of claims heard by court \| claim			600
Revenue Equipment
Loss Contingencies [Line Items]
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Other Property, Plant, and Equipment, Gross			$ 38.3
Capital leases, accumulated depreciation			5.5
Other Machinery and Equipment
Loss Contingencies [Line Items]
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Other Property, Plant, and Equipment, Gross			26.7
Capital leases, accumulated depreciation			$ 1.8

Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Millions	Dec. 31, 2015 USD ($)
Capital Leases
2016	$ 22.0
2017	14.8
2018	14.3
2019	3.8
2020	2.4
Thereafter (through 2027)	3.6
Total minimum lease payments	60.9
Amount representing interest	(1.8)
Present value of minimum lease payments	59.1
Operating Leases
2016	537.0
2017	414.1
2018	327.6
2019	246.9
2020	179.1
Thereafter (through 2027)	502.1
Total minimum lease payments	$ 2,206.8

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property and Equipment	$ 3,061.5	$ 269.2
Less: Accumulated depreciation	(209.3)	(47.3)
Total Property and Equipment, net	2,852.2	221.9
Land
Property, Plant and Equipment [Line Items]
Property and Equipment	359.5	0.0
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property and Equipment	476.8	33.2
Vehicles, tractors, trailers and tankers
Property, Plant and Equipment [Line Items]
Property and Equipment	1,440.5	4.4
Rail cars, containers and chassis
Property, Plant and Equipment [Line Items]
Property and Equipment	13.3	13.0
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and Equipment	312.6	44.4
Office and warehouse equipment
Property, Plant and Equipment [Line Items]
Property and Equipment	79.5	32.9
Computer software and equipment
Property, Plant and Equipment [Line Items]
Property and Equipment	$ 379.3	$ 141.3

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Depreciation	$ 203.0	$ 35.8	$ 6.7
Property, plant and equipment, net book value	2,852.2	221.9
Software Development
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net book value	$ 122.8	$ 70.1

Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Definite-lived intangibles:
Customer relationships	$ 2,017.0	$ 376.6
Trade names	51.0	15.4
Non-compete agreements	18.7	9.8
Carrier relationships	12.1	12.1
Other intangible assets	2.2	2.2
Intangible assets, gross	2,101.0	416.1
Less: Accumulated amortization	(224.5)	(74.6)
Total Identifiable Intangible Assets, net	$ 1,876.5	$ 341.5

Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, accumulated amortization	$ 224.5	$ 74.6
Amortization of Intangible Assets	160.8	62.5	$ 14.1
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, accumulated amortization	174.4	52.0
Trade names
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, accumulated amortization	29.1	9.2
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, accumulated amortization	6.8	2.9
Carrier relationships
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, accumulated amortization	12.1	8.4
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, accumulated amortization	$ 2.1	$ 2.1

Intangible Assets - Estimated Future Amortization Expense for Amortizable Intangible Assets (Details) $ in Millions	Dec. 31, 2015 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Estimated future amortization expense 2016	$ 201.3
Estimated future amortization expense 2017	187.4
Estimated future amortization expense 2018	179.0
Estimated future amortization expense 2019	172.7
Estimated future amortization expense 2020	$ 166.6

Goodwill - Schedule of Goodwill (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Goodwill [Roll Forward]
Goodwill at beginning of period	$ 929.3	$ 363.4
Acquisitions	3,735.5	566.2
Impact of foreign exchange translation	(60.8)
Litigation liability adjustments, net of tax	10.5
Other adjustments	(3.9)	(0.3)
Goodwill at end of period	4,610.6	929.3
Operating Segments \| Transportation
Goodwill [Roll Forward]
Goodwill at beginning of period	577.0	363.4
Acquisitions	1,942.6	213.9
Impact of foreign exchange translation	(23.7)
Litigation liability adjustments, net of tax	10.5
Other adjustments	(1.7)	(0.3)
Goodwill at end of period	2,504.7	577.0
Operating Segments \| Logistics
Goodwill [Roll Forward]
Goodwill at beginning of period	352.3	0.0
Acquisitions	1,792.9	352.3
Impact of foreign exchange translation	(37.1)
Litigation liability adjustments, net of tax	0.0
Other adjustments	(2.2)	0.0
Goodwill at end of period	$ 2,105.9	$ 352.3

Debt - Additional Information (Details) $ / shares in Units, € in Millions			1 Months Ended		12 Months Ended
	Oct. 30, 2015 USD ($)	Sep. 09, 2015 USD ($) indexer	Dec. 31, 2015 USD ($) $ / shares	Jul. 31, 2015 EUR (€)	Dec. 31, 2015 USD ($) day $ / shares shares	Jun. 08, 2015 EUR (€)	Jun. 04, 2015 USD ($)	Jun. 04, 2015 EUR (€)	Feb. 13, 2015 USD ($)	Dec. 31, 2014 USD ($)	Aug. 25, 2014 USD ($)
Debt Instrument [Line Items]
Long-term debt			$ 5,600,700,000		$ 5,600,700,000					$ 608,800,000
Total unamortized debt issuance costs			73,000,000		$ 73,000,000					11,800,000
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed					100.00%
Long-term Debt, Redemptions in Period, Amount \| €				€ 223.0
Line of credit facility, amount drawn			$ 0		$ 0					0
Debt Conversion, Converted Instrument, Shares Issued \| shares					3,315,705
Debt Conversion, Converted Instrument, Amount					$ 54,500,000
Gain (Loss) On Conversion Of Debt					$ (10,000,000)
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) \| $ / shares			$ 16.43		$ 16.43
Convertible debt, redemption terms, common stock market price as a percent of the conversion price					130.00%
Threshold trading days \| day					20
Threshold consecutive trading days					30 days
Convertible debt, redemption terms, make whole premium payment, discount rate					4.50%
Long-term Debt
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Amount					$ 46,800,000
Equity
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Amount					55,600,000
Multi Currency Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Increase (Decrease) in Basis Spread on Variable Rate	(0.25%)
ABL Facility
Debt Instrument [Line Items]
Total unamortized debt issuance costs			$ 9,600,000		9,600,000
Secured revolving loan credit agreement amount	$ 1,000,000,000
Line of credit facility, Capacity Available for Specific Purpose Other than for Trade Purchases	350,000,000
Line of credit facility, Capacity Available for Swing Line Loans	$ 50,000,000
Line of credit facility, borrowing base			932,900,000		932,900,000
Line of Credit Facility, Remaining Borrowing Capacity			692,300,000		692,300,000
Line of credit facility, amount drawn			240,600,000		240,600,000
Line Of Credit Facility, Borrowing Base, Maximum Portion Attributable To Equipment And Rolling Stock, Percentage	20.00%
Term loan facility
Debt Instrument [Line Items]
Total unamortized debt issuance costs			28,200,000		$ 28,200,000
Secured revolving loan credit agreement amount	$ 1,600,000,000
Line of credit facility, Periodic Payment, Principal, Percentage	0.25%
Line of credit facility, Prepayment as Percentage of Excess Cash Flow	50.00%
Term loan facility \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	4.50%
Term loan facility \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate					3.50%
Term Loan Facility, Scenario 1
Debt Instrument [Line Items]
Line of credit facility, Prepayment as Percentage of Excess Cash Flow	25.00%
Term Loan Facility, Scenario 2
Debt Instrument [Line Items]
Line of credit facility, Prepayment as Percentage of Excess Cash Flow	0.00%
Convertible senior notes
Debt Instrument [Line Items]
Long-term debt			52,300,000		$ 52,300,000					106,800,000
Debt Instrument, Unamortized Discount			4,300,000		4,300,000					14,900,000
Convertible senior notes \| Other long-term assets
Debt Instrument [Line Items]
Total unamortized debt issuance costs			$ 1,200,000		$ 1,200,000
Minimum \| ABL Facility \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	1.50%
Minimum \| ABL Facility \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	0.50%
Minimum \| Term Loan Facility, Scenario 1
Debt Instrument [Line Items]
Debt Instrument, Covenant Compliance, Leverage Ratio Required (less than or equal to)	2.50
Maximum
Debt Instrument [Line Items]
Fixed charge coverage ratio (not less than)			1.00		1.00
Maximum \| ABL Facility \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	2.00%
Maximum \| ABL Facility \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	1.00%
Maximum \| Term Loan Facility, Scenario 1
Debt Instrument [Line Items]
Debt Instrument, Covenant Compliance, Leverage Ratio Required (less than or equal to)	3.00
Maximum \| Term Loan Facility, Scenario 2
Debt Instrument [Line Items]
Debt Instrument, Covenant Compliance, Leverage Ratio Required (less than or equal to)	2.50
Senior Notes due 2019
Debt Instrument [Line Items]
Long-term debt			$ 900,000,000		$ 900,000,000				$ 400,000,000	500,000,000	$ 500,000,000
Debt instrument, interest rate, stated percentage			7.88%		7.88%						7.875%
Senior notes									$ 900,000,000
Debt Instrument, Unamortized Premium, Percentage									104.00%
Debt Instrument, Unamortized Premium			$ 13,200,000		$ 13,200,000				$ 16,000,000	0
Total unamortized debt issuance costs			43,600,000		$ 43,600,000
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed					100.00%
Percent of principal amount available to be redeemed with proceeds from equity offerings					40.00%
Redemption price with proceeds from equity offerings (as a percent)					107.875%
Minimum amount of debt outstanding, percentage					60.00%
Debt Instrument, Term					60 months
Senior Notes due 2022
Debt Instrument [Line Items]
Long-term debt			$ 1,600,000,000		$ 1,600,000,000		$ 1,600,000,000			0
Debt instrument, interest rate, stated percentage			6.50%		6.50%		6.50%	6.50%
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed					100.00%
Percent of principal amount available to be redeemed with proceeds from equity offerings					40.00%
Redemption price with proceeds from equity offerings (as a percent)					106.50%
Minimum amount of debt outstanding, percentage					60.00%
Debt Instrument, Term					84 months
Senior Notes due 2021
Debt Instrument [Line Items]
Long-term debt			$ 544,400,000		$ 544,400,000			€ 500.0		0
Debt instrument, interest rate, stated percentage			5.75%		5.75%		5.75%	5.75%
Redemption price with proceeds from equity offerings (as a percent)					105.75%
Debt Instrument, Term					72 months
Senior Notes due 2018
Debt Instrument [Line Items]
Long-term debt			$ 265,800,000		$ 265,800,000					0
Debt instrument, interest rate, stated percentage		7.25%	7.25%		7.25%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt		$ 425,000,000
Debt Instrument, Redemption Price, Premium, Percentage		50.00%
Debt Instrument, Redemption, Number Of Indexers To Have Below Investment Grade \| indexer		2
Redemption price (as a percent)		101.00%	101.00%
Long-term Debt, Redemptions in Period, Amount			$ 159,200,000
Interest Costs Incurred			5,100,000
Debt Instrument, Fair Value Adjustment			2,400,000		$ 2,400,000					0
Debt Instrument, Term					120 months
Senior Debentures due 2034
Debt Instrument [Line Items]
Long-term debt			$ 300,000,000		$ 300,000,000					0
Debt instrument, interest rate, stated percentage		6.70%	6.70%		6.70%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt		$ 300,000,000
Debt Instrument, Redemption Price, Premium, Percentage		35.00%
Debt Instrument, Fair Value Adjustment	$ 101,300,000		$ (101,000,000)		$ (101,000,000)					0
Debt Instrument, Interest Rate, Effective Percentage	10.96%
Debt Instrument, Term					360 months
Euro Private Placement Notes due 2019
Debt Instrument [Line Items]
Long-term debt \| €						€ 75.0
Debt instrument, interest rate, stated percentage						3.80%
Convertible debt, redemption terms, redemption price as percent of principal amount to be redeemed					100.00%
Debt Instrument, Notice Period Required for Change of Control					30 days
Debt Instrument, Minimum Period After Publication of Early Redemption Notice for Shareholders to Exercise Options					15 days
Debt Instrument, Covenant Compliance, Leverage Ratio Required (less than or equal to)			3.50		3.50
Ratio of Indebtedness to Net Capital (less than or equal to)			2.00		2.00
Euro Private Placement Notes due 2019 \| Minimum
Debt Instrument [Line Items]
Debt Instrument, Notice Period Required for Early Redemption					25 days
Euro private placement notes due 2020
Debt Instrument [Line Items]
Long-term debt			$ 13,100,000		$ 13,100,000	€ 160.0				0
Debt instrument, interest rate, stated percentage			4.00%		4.00%	4.00%
Debt Instrument, Term					84 months
Asset financing
Debt Instrument [Line Items]
Long-term debt			$ 262,500,000		$ 262,500,000					0
Debt instrument, interest rate, stated percentage			1.38%		1.38%
Debt Instrument, Term					67 months
Asset financing \| Minimum \| Unsecured Debt
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage			0.269%		0.269%
Debt Instrument, Term					5 years
Asset financing \| Maximum \| Unsecured Debt
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage			5.50%		5.50%
Debt Instrument, Term					10 years
Term loan facility
Debt Instrument [Line Items]
Long-term debt			$ 1,600,000,000		$ 1,600,000,000					0
Debt instrument, interest rate, stated percentage			5.50%		5.50%
Debt Instrument, Term					72 months
Debt Instrument, Unamortized Discount	$ 32,000,000		$ 31,500,000		$ 31,500,000					$ 0

Debt - Schedule of Debt Obligations (Details) € in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)	Oct. 30, 2015 USD ($)	Sep. 09, 2015	Jun. 08, 2015 EUR (€)	Jun. 04, 2015 USD ($)	Jun. 04, 2015 EUR (€)	Feb. 13, 2015 USD ($)	Dec. 31, 2014 USD ($)	Aug. 25, 2014 USD ($)
Debt Instrument [Line Items]
ABL Facility, Interest rates	2.64%
Capital leases for equipment, Interest rates	1.40%
ABL Facility, Term	60 months
Capital leases for equipment, Term	70 months
ABL Facility	$ 0.0							$ 0.0
Total debt	5,600.7							608.8
Notes payable	3.5							1.8
Capital leases for equipment	59.1							0.2
Less: current maturities of long-term debt	(135.3)							(1.8)
Less: debt issuance costs	(73.0)							(11.8)
Total long-term debt, net of current maturities	$ 5,272.6							580.3
Convertible senior notes
Debt Instrument [Line Items]
Convertible senior notes, Interest rates	4.50%
Convertible senior notes, Term	60 months
Total debt	$ 52.3							106.8
Less: unamortized discount	$ (4.3)							(14.9)
Senior Notes due 2022
Debt Instrument [Line Items]
Stated Interest Rates	6.50%				6.50%	6.50%
Term	84 months
Total debt	$ 1,600.0				$ 1,600.0			0.0
Senior Notes due 2021
Debt Instrument [Line Items]
Stated Interest Rates	5.75%				5.75%	5.75%
Term	72 months
Total debt	$ 544.4					€ 500.0		0.0
Senior Notes due 2019
Debt Instrument [Line Items]
Stated Interest Rates	7.88%								7.875%
Term	60 months
Total debt	$ 900.0						$ 400.0	500.0	$ 500.0
Plus: unamortized premium	13.2						$ 16.0	0.0
Less: debt issuance costs	$ (43.6)
Senior Notes due 2018
Debt Instrument [Line Items]
Stated Interest Rates	7.25%		7.25%
Term	120 months
Total debt	$ 265.8							0.0
Plus: unamortized fair value adjustment	$ 2.4							0.0
Term loan facility
Debt Instrument [Line Items]
Stated Interest Rates	5.50%
Term	72 months
Total debt	$ 1,600.0							0.0
Less: unamortized discount	$ (31.5)	$ (32.0)						0.0
Senior Debentures due 2034
Debt Instrument [Line Items]
Stated Interest Rates	6.70%		6.70%
Term	360 months
Total debt	$ 300.0							0.0
Plus: unamortized fair value adjustment	$ (101.0)	$ 101.3						0.0
Euro private placement notes due 2020
Debt Instrument [Line Items]
Stated Interest Rates	4.00%			4.00%
Term	84 months
Total debt	$ 13.1			€ 160.0				0.0
Asset financing
Debt Instrument [Line Items]
Stated Interest Rates	1.38%
Term	67 months
Total debt	$ 262.5							0.0
Euro private placement notes
Debt Instrument [Line Items]
Plus: unamortized fair value adjustment	$ 1.4							$ 0.0

Debt - Schedule of Debt Maturity (Details) $ in Millions	Dec. 31, 2015 USD ($)
Debt Disclosure [Abstract]
2016	$ 135.3
2017	174.5
2018	345.5
2019	940.6
2020	$ 34.9

Employee Benefit Plans - Change in Benefit Obligations and Fair Value of Plan Assets (Details) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
U.S. Qualified Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation, beginning balance	$ 0.0
From acquisitions	1,685.8
Interest cost	12.7
Actuarial gain	(23.0)
Foreign currency exchange rate changes	0.0
Benefits paid	(9.7)
Projected benefit obligation, ending balance	1,665.8
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets, beginning balance	0.0
From acquisitions	1,659.4
Actual return (loss) on plan assets	(29.8)
Employer contributions	0.0
Benefits paid	(9.7)
Foreign currency exchange rate changes	0.0
Fair value of plan assets, ending balance	1,619.9
U.S Non-Qualified Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation, beginning balance	0.0
From acquisitions	74.1
Interest cost	0.5
Actuarial gain	(0.7)
Foreign currency exchange rate changes	0.0
Benefits paid	(0.9)
Projected benefit obligation, ending balance	73.0
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets, beginning balance	0.0
From acquisitions	0.0
Actual return (loss) on plan assets	0.0
Employer contributions	0.9
Benefits paid	(0.9)
Foreign currency exchange rate changes	0.0
Fair value of plan assets, ending balance	0.0
UK Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation, beginning balance	0.0
From acquisitions	1,393.4
Interest cost	28.6
Actuarial gain	(65.3)
Foreign currency exchange rate changes	(37.5)
Benefits paid	(31.5)
Projected benefit obligation, ending balance	1,287.7
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets, beginning balance	0.0
From acquisitions	1,290.5
Actual return (loss) on plan assets	(30.3)
Employer contributions	10.3
Benefits paid	(31.5)
Foreign currency exchange rate changes	(35.2)
Fair value of plan assets, ending balance	$ 1,203.8

Employee Benefit Plans - Funded Status of Plan (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
U.S. Qualified Plans
Funded Status:
Fair value of plan assets	$ 1,619.9	$ 0.0
Projected benefit obligation	1,665.8	0.0
Funded status at December 31, 2015	(45.9)
Funded Status Recognized in Balance Sheet:
Long-term assets	17.3
Current liabilities	0.0
Long-term liabilities	(63.2)
Total liability at December 31, 2015	(45.9)
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	1,645.7
Fair value of plan assets	$ 1,582.5
Weighted-average assumptions as of December 31:
Discount rate	4.65%
U.S Non-Qualified Plans
Funded Status:
Fair value of plan assets	$ 0.0	0.0
Projected benefit obligation	73.0	0.0
Funded status at December 31, 2015	(73.0)
Funded Status Recognized in Balance Sheet:
Long-term assets	0.0
Current liabilities	(5.2)
Long-term liabilities	(67.8)
Total liability at December 31, 2015	(73.0)
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	73.0
Fair value of plan assets	$ 0.0
Weighted-average assumptions as of December 31:
Discount rate	4.65%
UK Plans
Funded Status:
Fair value of plan assets	$ 1,203.8	0.0
Projected benefit obligation	1,287.7	$ 0.0
Funded status at December 31, 2015	(83.9)
Funded Status Recognized in Balance Sheet:
Long-term assets	0.0
Current liabilities	0.0
Long-term liabilities	(83.9)
Total liability at December 31, 2015	(83.9)
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	1,287.7
Fair value of plan assets	$ 1,203.8
Weighted-average assumptions as of December 31:
Discount rate	3.75%

Employee Benefit Plans - Accumulated Other Comprehensive Loss (Details) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
U.S. Qualified Plans
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax [Abstract]
Actuarial gain (loss)	$ (22.2)
Net periodic benefit expense (income):
Interest cost	12.7
Expected return on plan assets	(15.4)
Net periodic benefit expense (income)	(2.7)
Amounts recognized in other comprehensive income or loss:
Actuarial loss (gain)	22.2
Loss (gain) recognized in other comprehensive income or loss	$ 22.2
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate	4.55%
Expected long-term rate of return on plan assets	5.57%
U.S Non-Qualified Plans
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax [Abstract]
Actuarial gain (loss)	$ 0.7
Net periodic benefit expense (income):
Interest cost	0.5
Expected return on plan assets	0.0
Net periodic benefit expense (income)	0.5
Amounts recognized in other comprehensive income or loss:
Actuarial loss (gain)	(0.7)
Loss (gain) recognized in other comprehensive income or loss	(0.7)
UK Plans
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax [Abstract]
Actuarial gain (loss)	0.5
Net periodic benefit expense (income):
Interest cost	28.6
Expected return on plan assets	(34.6)
Net periodic benefit expense (income)	(6.0)
Amounts recognized in other comprehensive income or loss:
Actuarial loss (gain)	(0.5)
Loss (gain) recognized in other comprehensive income or loss	$ (0.5)
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate	3.75%
Expected long-term rate of return on plan assets	5.40%
Postretirement Medical Plan
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax [Abstract]
Actuarial gain (loss)	$ (3.3)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(3.3)
Net periodic benefit expense (income):
Service cost - benefits earned during the year	0.1
Interest cost	0.3
Net periodic benefit expense (income)	$ 0.4
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate	4.10%

Employee Benefit Plans - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015 USD ($) year
Defined Benefit Plan Disclosure [Line Items]
Defined Contribution Plan, Cost Recognized		$ 13.0
U.S. Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Effect Of Twenty Five Basis Point Discount Rate Decrease On Accumulated Benefit Obligation		$ 60.0
Expected long-term rate of return on plan assets		5.57%
U.S. Qualified Plans \| Scenario, Forecast
Defined Benefit Plan Disclosure [Line Items]
Expected long-term rate of return on plan assets	5.65%
U.S. Qualified Plans \| Fixed-income
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		76.00%
U.S. Qualified Plans \| Equity
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		24.00%
U.S. Qualified Plans \| Global long-term debt instruments
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		7.00%
U.S. Qualified Plans \| U.S. large companies \| Equity
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		12.00%
U.S. Qualified Plans \| U.S. Small Companies \| Equity
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		2.00%
U.S. Qualified Plans \| International \| Equity
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		10.00%
U.S Non-Qualified Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Effect Of Twenty Five Basis Point Discount Rate Decrease On Accumulated Benefit Obligation		$ 1.9
Christian Salvesen Pension Scheme \| Matching Assets
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		25.00%
Christian Salvesen Pension Scheme \| Growth Assets
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		75.00%
Christian Salvesen Pension Scheme \| Notional Exposure For Synthetic Equity Exposure
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		40.00%
TDG Pension Scheme \| Matching Assets
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		30.00%
TDG Pension Scheme \| Growth Assets
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage		70.00%
UK Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Effect Of Twenty Five Basis Point Discount Rate Decrease On Accumulated Benefit Obligation		$ 51.0
Expected long-term rate of return on plan assets		5.40%
Defined Benefit Plan, Target Plan Asset Allocations, Acceptable Deviation		10.00%
Defined Benefit Plan, Actuarial Liability Sensitivities Hedged, Percentage		85.00%
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year		$ 16.3
U.S. Plans
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year		$ 5.2
Postretirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Deferred Compensation Arrangement with Individual, Requisite Age \| year		55
Deferred Compensation Arrangement with Individual, Requisite Service Period		10 years

Employee Benefit Plans - Expected Payments (Details) $ in Millions	Dec. 31, 2015 USD ($)
U.S. Qualified Plans
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
2016	$ 66.0
2017	70.1
2018	74.3
2019	78.9
2020	83.8
2021-2025	479.5
U.S Non-Qualified Plans
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
2016	5.2
2017	5.2
2018	5.2
2019	5.2
2020	5.2
2021-2025	25.2
UK Plans
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
2016	51.9
2017	53.4
2018	54.9
2019	59.3
2020	60.8
2021-2025	347.1
Postretirement Medical Plan
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
2016	4.1
2017	4.0
2018	4.2
2019	4.4
2020	4.5
2021-2025	$ 22.0

Employee Benefit Plans - Level 3 Reconciliation (Details) - Defined Benefit Pension Plans - Level 3 $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plan assets, beginning balance	$ 0.0
From ND acquisition	104.7
Actual return on assets:
Assets held at end of period	(4.0)
Assets sold during the period	(0.2)
Sales	(1.7)
Foreign currency exchange rate changes	(3.0)
Fair value of plan assets, ending balance	95.8
Illiquid credit
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plan assets, beginning balance	0.0
From ND acquisition	56.5
Actual return on assets:
Assets held at end of period	0.3
Assets sold during the period	0.0
Sales	0.0
Foreign currency exchange rate changes	(1.6)
Fair value of plan assets, ending balance	55.2
Hedge Funds
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plan assets, beginning balance	0.0
From ND acquisition	46.3
Actual return on assets:
Assets held at end of period	(4.3)
Assets sold during the period	0.0
Sales	0.0
Foreign currency exchange rate changes	(1.4)
Fair value of plan assets, ending balance	40.6
Real Estate
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plan assets, beginning balance	0.0
From ND acquisition	1.9
Actual return on assets:
Assets held at end of period	0.0
Assets sold during the period	(0.2)
Sales	(1.7)
Foreign currency exchange rate changes	0.0
Fair value of plan assets, ending balance	$ 0.0

Employee Benefit Plans - Benefit Obligations and Funded Status for Medical Plan (Details) - Postretirement Medical Plan $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation, beginning balance	$ 0.0
From Con-way acquisition	51.0
Service cost – benefits earned during the year	0.1
Interest cost on projected benefit obligation	0.3
Actuarial loss (gain)	3.3
Participant contributions	0.3
Benefits paid	(1.0)
Projected benefit obligation, ending balance	54.0
Funded status of the plan	(54.0)
Amounts recognized in the balance sheet consist of :
Current liabilities	(4.0)
Long-term liabilities	(50.0)
Total liability at December 31, 2015	$ (54.0)
Discount rate assumption as of December 31, 2015	4.20%

Employee Benefit Plans - Health-care Trend Rate (Details) - Postretirement Medical Plan	12 Months Ended
	Dec. 31, 2015
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract]
Health care cost trend rate assumed for next year	6.74%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.50%

Noncontrolling Interest (Details) $ in Millions		12 Months Ended
Noncontrolling Interest (Details) $ in Millions	Jun. 25, 2015	Dec. 31, 2015 USD ($) shares	Jun. 11, 2015 € / shares	Jun. 08, 2015
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Redeemable noncontrolling interest, beginning balance		$ 0.0
ND acquisition noncontrolling interest		784.2
Comprehensive gain attributable to redeemable noncontrolling interest		0.8
Adjustment to record noncontrolling interest at redemption value		(4.9)
Adjustments for shares purchased, net of currency adjustment		(459.7)
Transfer to noncontrolling interest within permanent equity		(320.4)
Redeemable noncontrolling interest, ending balance		$ 0.0
Norbert Dentressangle SA
Noncontrolling Interest [Line Items]
Common stock, price per share (in euro per share) \| € / shares			€ 217.50
Period that Tender Offer will remain open (in days)	16 days
Number of shares purchased under the Tender Offer \| shares		1,921,553
Percentage of common stock acquired		86.25%		67.00%

Stockholder's Equity - Additional Information (Detail)									12 Months Ended
Stockholder's Equity - Additional Information (Detail)	May 29, 2015 USD ($) agreement $ / shares shares	Dec. 23, 2014 USD ($) shares	Sep. 17, 2014 USD ($) $ / shares shares	Feb. 11, 2014 USD ($) $ / shares shares	Feb. 05, 2014 shares	Aug. 16, 2013 shares	Aug. 13, 2013 USD ($) $ / shares shares	Sep. 02, 2011 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) $ / shares shares	Dec. 31, 2013 USD ($) shares	Sep. 08, 2015 $ / shares shares	Sep. 07, 2015 shares	Sep. 11, 2014 USD ($) $ / shares
Stockholders Equity [Line Items]
Number of Investment Agreements \| agreement	15
Common stock, shares issued \| shares									109,523,493	77,421,683
Common stock, par value (in usd per share)									$ 0.001	$ 0.001		$ 0.001
Preferred stock, shares issued \| shares									72,885	73,335
Common stock, price per share (in usd per share)														$ 34.05
Allocated intrinsic value \| $	$ 52,000,000													$ 40,900,000
Common stock, shares authorized \| shares									300,000,000	150,000,000		300,000,000	150,000,000
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 \| shares		12,128,115	12,128,115
Equity issuance, per share amount (in usd per share)				$ 25.00			$ 22.75
Proceeds from issuance of common stock \| $				$ 413,200,000			$ 239,500,000		$ 1,260,000,000	$ 1,131,300,000	$ 253,600,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)								$ 7.00
Class of warrant or right, number of securities called by warrants or rights \| shares									10,462,455
Common Stock
Stockholders Equity [Line Items]
Stock issued during period, new issues \| shares					15,000,000		9,694,027		15,499,000	27,953,000	11,148,000
Shares issued and sold as a result of the full exercise of the underwriters' over-allotment option \| shares				2,250,000		1,454,104
Purchased Common Shares
Stockholders Equity [Line Items]
Common stock, shares issued \| shares	15,499,445		10,702,934
Common stock, par value (in usd per share)	$ 0.001
Preferred stock, shares issued \| shares			371,848
Shares issued, price per share (in usd per share)	$ 45.00		$ 30.66
Proceeds from issuance of private placement \| $	$ 697,500,000		$ 328,000,000
Common stock, price per share (in usd per share)	$ 49.16
Series C Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, shares issued \| shares	562,525
Shares issued, price per share (in usd per share)	$ 1,000
Proceeds from issuance of private placement \| $	$ 562,500,000
Proceeds from issuance of restricted stock, net of issuance costs \| $	$ 1,228,100,000
Number of shares issued upon conversion \| shares	12,500,546
Conversion price (in usd per share)	$ 45.00
Purchased Preferred Stock
Stockholders Equity [Line Items]
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
Preferred stock, par value (in usd per share)			$ 0.001
Discount rate (as a percent)			5.00%
Trailing trading days			20 days
Convertible Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, par value (in usd per share)								$ 0.001
Proceeds from Issuance of Preferred Stock and Preference Stock \| $								$ 75,000,000
Proceeds from issuance of preferred stock, net of issuance costs (in shares) \| shares								75,000
Temporary equity, liquidation preference \| $								$ 1,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)								$ 7.00
Class of warrant or right, number of securities called by warrants or rights \| shares									10,412,145
Preferred stock, liquidation preference, percentage								4.00%

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended		12 Months Ended
	Oct. 31, 2015	Oct. 30, 2015	Mar. 31, 2014	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	May 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense						$ 36.8	$ 7.5	$ 4.7
Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense						$ 8.5	0.0	0.0
Restricted Stock Units and Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, period for recognition						2 years 6 months 10 days
Unrecognized compensation cost				$ 24.9		$ 24.9
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense						$ 1.9	1.7	1.5
Options, assumed (in shares)						883,733
Options, outstanding, intrinsic value				21.7		$ 21.7
Options, vested and exercisable, intrinsic value				18.3		18.3
Compensation not yet recognized, stock options				2.3		$ 2.3
Unrecognized compensation cost, period for recognition						2 years 4 months 6 days
Options, exercised, intrinsic value						$ 4.1	1.7	0.8
Proceeds from stock options exercised						$ 5.2	0.5	0.3
Stock options \| Employee and Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, life						10 years
Stock options \| Employee and Officer \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period						3 years
Stock options \| Employee and Officer \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period						5 years
Stock options \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, award vesting period						1 year
Options, life						10 years
Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense						$ 0.4	$ 0.0	$ 0.0
Liability for settlement				$ 1.9		$ 1.9
Weighted average fair value (in usd per share)				$ 13.45		$ 13.45
Granted (in shares)						0
Aggregate intrinsic value, outstanding				$ 1.7		$ 1.7
Aggregate intrinsic value, exercisable				$ 1.7		$ 1.7
Assumed (in shares)						180,789
Outstanding (in shares)				143,603		143,603	0	0
Vested (in shares)						37,186
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense						$ 9.0	$ 5.8	$ 3.2
Granted (in shares)						329,899	175,773	305,714
Assumed (in shares)						1,088,674
Restricted stock units, vested, fair value						$ 14.3	$ 9.9	$ 5.1
Outstanding (in shares)				1,558,441		1,558,441	692,823	901,655	883,816
Vested (in shares)						460,895	295,600	219,875
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense						$ 17.0	$ 0.0	$ 0.0
Granted (in shares)						537,261	1,114,951	450,000
Assumed (in shares)						0
Restricted stock units, vested, fair value						$ 0.7
Outstanding (in shares)				1,987,060		1,987,060	1,563,951	450,000	0
Vested (in shares)						25,424	0	0
Unrecognized compensation cost, amount not deemed probable				$ 28.8		$ 28.8
Restricted Stock Units Subject to Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)				1,359,477		1,359,477
Restricted Stock Units Subject to Service and Market Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)				198,964		198,964
Performance-based Restricted Stock Units Subject To Service, Market and Performance Based Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)				1,736,238		1,736,238
Performance-based Restricted Stock Units Subject To Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)				250,822		250,822
Norbert Dentressangle SA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense						$ 18.5
Norbert Dentressangle SA \| Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 8.5
Con-Way, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 30.9
Con-Way, Inc. \| Restricted Stock Units and Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash payments to settle awards				$ 10.0
Con-Way, Inc. \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, assumed (in shares)		883,733
Con-Way, Inc. \| Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash payments to settle awards						$ 0.6
Con-Way, Inc. \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Assumed (in shares)		661,988
Assumed, converted from other award type (in shares)		426,686
2011 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized										4,000,000
Shares available for issuance				737,840		737,840
2011 Plan \| New Breed Logistics \| Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, shares granted						367,705
2011 Plan \| Pacer International \| 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%
2011 Plan \| Pacer International \| Restricted stock units \| 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, vesting percentage						33.40%
2011 Plan \| Pacer International \| Restricted stock units \| 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, vesting percentage						33.30%
2011 Plan \| Pacer International \| Restricted stock units \| 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, vesting percentage						33.30%
2011 Plan \| 3PD Holding, Inc \| 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
2011 Plan \| 3PD Holding, Inc \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, shares granted						150,000
2011 Plan \| 3PD Holding, Inc \| 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, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 36.8	$ 7.5	$ 4.7
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1.9	1.7	1.5
Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	0.4	0.0	0.0
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	9.0	5.8	3.2
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	17.0	0.0	0.0
Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 8.5	$ 0.0	$ 0.0

Stock-Based Compensation - Schedule of Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
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	1.60%	1.90%	1.60%
Weighted-average volatility	60.70%	50.50%	51.00%
Weighted-average dividend yield	0.00%	0.00%	0.00%
Weighted-average term (in years)	6 years 7 months 10 days	6 years 5 months 9 days	6 years 5 months 9 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	1.10%	1.20%	1.00%
Weighted-average volatility	41.10%	44.30%	50.00%
Weighted-average dividend yield	0.00%	0.00%	0.00%
Weighted-average term (in years)	2 years 11 months 22 days	3 years 7 months 2 days	3 years 9 months 11 days

Stock-Based Compensation - Equity Awards Outstanding and Exercisable (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Stock options
Options Outstanding
Options, outstanding at beginning of period (in shares)	1,344,795	1,421,520	1,383,332
Options, granted (in shares)	85,755	50,000	111,000
Options, assumed (in shares)	883,733
Options, exercised (in shares)	(271,703)	(74,531)	(57,464)
Options, forfeited (in shares)	(38,300)	(52,194)	(15,348)
Options, outstanding at end of period (in shares)	2,004,280	1,344,795	1,421,520	1,383,332
Options, exercisable (in shares)	1,680,525
Options, Weighted Average Exercise Price
Options, weighted average exercise price, beginning of period (in usd per share)	$ 11.70	$ 11.02	$ 10.06
Options, weighted average exercise price, granted (in usd per share)	26.72	27.48	20.18
Options, weighted average exercise price, assumed (in usd per share)	24.17
Options, weighted average exercise price, exercised (in usd per share)	19.20	6.83	4.59
Options, weighted average exercise price, forfeited (in usd per share)	20.51	15.21	14.25
Options, weighted average exercise price, end of period (in usd per share)	16.66	11.70	11.02	$ 10.06
Options, weighted average exercise price, exercisable (in usd per share)	16.62
Options, Weighted Average Grant Date Fair Value
Options, weighted average grant date fair value at beginning of period (in usd per share)	6.04	6.01	5.50
Options, weighted average grant date fair value, granted (in usd per share)	15.71	14.37	10.13
Options, weighted average grant date fair value, assumed (in usd per share)	5.71
Options, weighted average grant date fair value, exercised (in usd per share)	4.85	18.43	11.62
Options, weighted average grant date fair value, forfeited (in usd per share)	9.80	7.50	6.99
Options, weighted average grant date fair value at end of period (in usd per share)	6.06	$ 6.04	$ 6.01	$ 5.50
Options, weighted average grant date fair value, exercisable (in usd per share)	$ 5.49
Options, Weighted Average Remaining Term
Options, outstanding, weighted average remaining term	4 years 6 months 24 days	6 years 10 months 2 days	6 years 11 months 6 days	8 years 3 months 15 days
Options, exercisable, weighted average remaining contractual term	4 years 20 days
Stock options \| Minimum
Options, Weighted Average Exercise Price
Options, weighted average exercise price, beginning of period (in usd per share)	$ 2.68	$ 2.28	$ 2.28
Options, weighted average exercise price, granted (in usd per share)	26.63	23.31	16.57
Options, weighted average exercise price, assumed (in usd per share)	10.94
Options, weighted average exercise price, exercised (in usd per share)	2.68	2.96	2.96
Options, weighted average exercise price, forfeited (in usd per share)	12.10	10.53	6.08
Options, weighted average exercise price, end of period (in usd per share)	2.68	2.68	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)	27.87	23.19	18.07
Options, weighted average exercise price, granted (in usd per share)	27.47	31.28	23.19
Options, weighted average exercise price, assumed (in usd per share)	31.88
Options, weighted average exercise price, exercised (in usd per share)	29.79	17.10	6.08
Options, weighted average exercise price, forfeited (in usd per share)	27.87	31.28	16.57
Options, weighted average exercise price, end of period (in usd per share)	31.88	$ 27.87	$ 23.19	$ 18.07
Options, weighted average exercise price, exercisable (in usd per share)	$ 31.88
Stock appreciation rights
Shares
Outstanding at beginning of period (in shares)	0	0
Granted (in shares)	0
Assumed (in shares)	180,789
Vested (in shares)	(37,186)
Forfeited (in shares)	0
Outstanding at end of period (in shares)	143,603	0	0
Exercisable (in shares)	143,603
Weighted-Average Exercise Price
Outstanding at beginning of period (in usd per share)	$ 0.00
Granted (in usd per share)	0.00
Assumed (in usd per share)	15.61
Exercised (in usd per share)	15.61
Forfeited (in usd per share)	0.00
Outstanding at end of period (in usd per share)	15.61	$ 0.00
Exercisable (in usd per share)	$ 15.61
Outstanding, Weighted-Average Remaining Term	1 year 9 months 16 days
Exercisable, Weighted-Average Remaining Term	1 year 9 months 16 days
Restricted stock units
Shares
Outstanding at beginning of period (in shares)	692,823	901,655	883,816
Granted (in shares)	329,899	175,773	305,714
Assumed (in shares)	1,088,674
Vested (in shares)	(460,895)	(295,600)	(219,875)
Forfeited (in shares)	(92,060)	(89,005)	(68,000)
Outstanding at end of period (in shares)	1,558,441	692,823	901,655	883,816
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 15.23	$ 13.26	$ 11.31
Granted (in usd per share)	25.72	29.81	14.38
Assumed (in usd per share)	26.02
Exercised (in usd per share)	19.47	14.98	11.64
Forfeited (in usd per share)	27.24	14.94	10.65
Outstanding at end of period (in usd per share)	$ 23.01	$ 15.23	$ 13.26	$ 11.31
Performance-based restricted stock units
Shares
Outstanding at beginning of period (in shares)	1,563,951	450,000	0
Granted (in shares)	537,261	1,114,951	450,000
Assumed (in shares)	0
Vested (in shares)	(25,424)	0	0
Forfeited (in shares)	(88,728)	(1,000)	0
Outstanding at end of period (in shares)	1,987,060	1,563,951	450,000	0
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 20.86	$ 13.26	$ 0.00
Granted (in usd per share)	24.75	23.19	15.15
Assumed (in usd per share)	0.00
Exercised (in usd per share)	31.02	0.00	0.00
Forfeited (in usd per share)	28.15	27.61	0.00
Outstanding at end of period (in usd per share)	$ 21.47	$ 20.86	$ 13.26	$ 0.00

Stock-Based Compensation - Schedule of Remaining Stock-based Compensation Expense (Details) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
2016	$ 1.2
2017	0.6
2018	0.4
2019	0.1
2020	0.0
Restricted Stock Units and Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
2016	13.1
2017	7.2
2018	3.1
2019	0.6
2020	$ 0.9

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, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operations
U.S. domestic									$ (305.7)	$ (87.2)	$ (69.2)
Foreign									23.2	(2.5)	(1.8)
Loss before income tax benefit	$ (132.7)	$ (33.2)	$ (88.3)	$ (28.3)	$ (10.8)	$ (31.7)	$ (15.6)	$ (31.6)	$ (282.5)	$ (89.7)	$ (71.0)

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Current
Federal									$ (34.2)	$ 0.0	$ 0.0
State and local									8.8	3.4	0.3
Foreign									26.4	0.5	(0.1)
Total Current									1.0	3.9	0.2
Deferred
Federal									(58.1)	(27.8)	(22.1)
State and local									(18.2)	(2.7)	(0.6)
Foreign									(15.6)	0.5	0.0
Total Deferred									(91.9)	(30.0)	(22.7)
Total income tax benefit	$ (69.6)	$ 1.8	$ (9.5)	$ (13.6)	$ (0.9)	$ (20.1)	$ (1.8)	$ (3.3)	$ (90.9)	$ (26.1)	$ (22.5)

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
U.S. Federal statutory tax rate	35.00%	35.00%	34.00%
State and local taxes, net	2.20%	0.70%	0.60%
Transaction expense	(3.70%)	(1.70%)	(1.10%)
Loss on convertible debt	(0.60%)	(2.10%)	(1.10%)
Change in valuation allowance	(3.20%)	(1.40%)	(0.60%)
Nontaxable purchase price adjustment	2.20%	0.00%	0.00%
Fuel and employment tax credits	2.00%	0.00%	0.00%
Change in uncertain tax position provision	0.50%	0.40%	0.30%
U.S. taxation of foreign earnings	(2.40%)	0.00%	0.00%
Loss on remeasurement of foreign activities	2.60%	0.00%	0.00%
Foreign tax rate differences	0.00%	(0.50%)	(0.20%)
All other non-deductible items	(2.40%)	(1.30%)	(0.20%)
Net effective tax rate	32.20%	29.10%	31.70%

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Contingency [Line Items]
Income tax provision (benefit)	$ (69.6)	$ 1.8	$ (9.5)	$ (13.6)	$ (0.9)	$ (20.1)	$ (1.8)	$ (3.3)	$ (90.9)	$ (26.1)	$ (22.5)
Undistributed Earnings of Foreign Subsidiaries	48.7								48.7
Deferred tax assets, valuation allowance	67.6				7.1				67.6	7.1
Deferred tax assets, increase (decrease) in valuation allowance									60.5
Unrecognized tax benefits that would impact effective tax rate	8.1				2.0				8.1	2.0
Unrecognized tax benefits	11.5				6.2				11.5	6.2	$ 0.8
Unrecognized tax benefit that would not affect the tax rate upon favorable resolution	3.4								3.4
Internal Revenue Service (IRS)
Income Tax Contingency [Line Items]
Operating loss carryforwards	409.7				195.4				409.7	195.4
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards	26.5				13.4				26.5	13.4
Tax credit carryforwards	4.6				1.5				4.6	1.5
Federal and State
Income Tax Contingency [Line Items]
Adjustments to additional paid in capital, income tax benefit from share-based compensation									22.1
Domestic Tax Authority
Income Tax Contingency [Line Items]
Tax credit carryforwards	7.4				1.8				7.4	1.8
Deferred tax assets, valuation allowance	16.1				4.8				16.1	4.8
Foreign Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards	267.0				6.6				267.0	6.6
Deferred tax assets, valuation allowance	$ 51.5				$ 2.3				$ 51.5	2.3
Net Operating Losses
Income Tax Contingency [Line Items]
Income tax provision (benefit)										(56.0)
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 provision (benefit)										$ (14.7)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$ 242.0	$ 74.3
Accrued expenses	125.4	13.2
Pension and other retirement obligations	70.3	0.0
Other	65.2	13.4
Total deferred tax asset	502.9	100.9
Valuation allowance	(67.6)	(7.1)
Total deferred tax asset, net	435.3	93.8
Deferred tax liabilities
Intangible assets	(655.0)	(110.5)
Property & equipment	(541.7)	(41.9)
Other	(58.3)	(6.7)
Total deferred tax liability	(1,255.0)	(159.1)
Net deferred tax liability	$ (819.7)	$ (65.3)

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Uncertain tax positions, beginning of the year	$ 6.2	$ 0.8
Additions for tax positions of prior years	0.2	0.0
Additions for tax positions from acquisitions	6.1	5.8
Additions for tax positions taken during the current period	0.5	0.0
Reductions due to the statute of limitations	(1.5)	(0.4)
Uncertain tax positions, end of the year	$ 11.5	$ 6.2

Derivative Instruments - Additional Information (Details) $ in Millions	3 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Derivative [Line Items]
Recognized in Accumulated Other Comprehensive Loss		$ 8.2	$ 0.0	$ 0.0
Notional Amount
Cross-currency swap agreements \| Derivatives designated as hedges:
Derivative [Line Items]
Recognized in Accumulated Other Comprehensive Loss		4.9	0.0	0.0
Cross-currency swap agreements \| Derivatives designated as hedges: \| Net Investment Hedging
Derivative [Line Items]
Nonderivatives designated as hedges, notional amount	$ 235.8
Foreign currency denominated notes
Derivative [Line Items]
Recognized in Accumulated Other Comprehensive Loss		4.7	0.0	0.0
Interest rate swaps \| Derivatives designated as hedges:
Derivative [Line Items]
Recognized in Accumulated Other Comprehensive Loss		(1.4)	0.0	0.0
Interest rate swaps \| Other current liabilities Other long-term liabilities \| Derivatives not designated as hedges:
Derivative [Line Items]
Notional Amount		43.5
Interest rate swaps \| Level 2 \| Other current liabilities Other long-term liabilities \| Derivatives designated as hedges:
Derivative [Line Items]
Notional Amount		228.6
Interest rate swaps \| Level 2 \| Other current liabilities Other long-term liabilities \| Derivatives not designated as hedges:
Derivative [Line Items]
Notional Amount		$ 43.5
Foreign currency forward contracts
Derivative [Line Items]
Derivative, Notional Amount	$ 1,864.5
Forward Exchange Rate (in usd per euro)		1.13
Derivative, Amount Settled		$ 1,864.5
Gain (loss) on foreign exchange forward		(9.7)
Foreign currency forward contracts \| Derivatives not designated as hedges:
Derivative [Line Items]
Recognized in Accumulated Other Comprehensive Loss		$ 0.0	$ 0.0	$ 0.0

Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position (Details) $ in Millions	Dec. 31, 2015 USD ($)
Derivatives, Fair Value [Line Items]
Notional Amount
Fair Value	(8.8)
Interest rate swaps \| Derivatives not designated as hedges: \| Other current liabilities Other long-term liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	43.5
Level 2 \| Cross-currency swap agreements \| Derivatives designated as hedges: \| Other long-term assets
Derivatives, Fair Value [Line Items]
Notional Amount	730.9
Fair Value	0.2
Level 2 \| Interest rate swaps \| Derivatives designated as hedges: \| Other current liabilities Other long-term liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	228.6
Fair Value	(7.3)
Level 2 \| Interest rate swaps \| Derivatives not designated as hedges: \| Other current liabilities Other long-term liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	43.5
Fair Value	(0.7)
Level 2 \| Foreign currency option contracts \| Derivatives not designated as hedges: \| Other current liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	235.2
Fair Value	$ (1.0)

Derivative Instruments - Schedule of Gains and Losses Recognized on the Balance Sheet for Derivative Instruments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Accumulated Other Comprehensive Loss	$ 8.2	$ 0.0	$ 0.0
Recognized in Earnings	(10.7)	0.0	0.0
Cross-currency swap agreements \| Derivatives designated as hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Accumulated Other Comprehensive Loss	4.9	0.0	0.0
Recognized in Earnings	0.0	0.0	0.0
Interest rate swaps \| Derivatives designated as hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Accumulated Other Comprehensive Loss	(1.4)	0.0	0.0
Recognized in Earnings	0.0	0.0	0.0
Foreign currency option contracts \| Derivatives not designated as hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Accumulated Other Comprehensive Loss	0.0	0.0	0.0
Recognized in Earnings	(1.0)	0.0	0.0
Foreign currency forward contracts \| Derivatives not designated as hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Accumulated Other Comprehensive Loss	0.0	0.0	0.0
Recognized in Earnings	(9.7)	0.0	0.0
Foreign currency denominated notes
Derivative Instruments, Gain (Loss) [Line Items]
Recognized in Accumulated Other Comprehensive Loss	4.7	0.0	0.0
Recognized in Earnings	$ 0.0	$ 0.0	$ 0.0

Variable Interest Entities and Joint Ventures (Details) - Variable Interest Entity, Primary Beneficiary $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)
Variable Interest Entity [Line Items]
Assets	$ 80.6
Liabilities	67.1
Revenues	189.5
Operating expenses
Variable Interest Entity [Line Items]
Expenses	185.5
Tax expense
Variable Interest Entity [Line Items]
Expenses	0.9
Cash and Cash Equivalents
Variable Interest Entity [Line Items]
Assets	14.3
Accounts receivable, net of allowance
Variable Interest Entity [Line Items]
Assets	54.7
Other current assets
Variable Interest Entity [Line Items]
Assets	3.8
Property and equipment, net of accumulated depreciation
Variable Interest Entity [Line Items]
Assets	4.8
Other long-term assets
Variable Interest Entity [Line Items]
Assets	3.0
Accounts payable
Variable Interest Entity [Line Items]
Liabilities	44.9
Accrued expenses, other
Variable Interest Entity [Line Items]
Liabilities	8.1
Other current liabilities
Variable Interest Entity [Line Items]
Liabilities	8.9
Other long-term assets
Variable Interest Entity [Line Items]
Liabilities	$ 5.2

Earnings per Share - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
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)	38.79	$ 31.30	$ 19.69
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, 2015	Dec. 31, 2014	Dec. 31, 2013
Earnings Per Share [Abstract]
Basic weighted-average common stock outstanding	92,755,919	53,629,962	22,752,320
Potentially Dilutive Securities:
Shares underlying the conversion of preferred stock to common stock	10,438,426	10,483,052	10,607,309
Shares underlying the conversion of the convertible senior notes	4,327,654	7,342,864	8,623,331
Shares underlying warrants to purchase common stock	8,574,412	8,202,468	6,900,642
Shares underlying stock options to purchase common stock	823,352	555,977	356,815
Shares underlying restricted stock units and performance-based restricted stock units	1,519,776	797,026	367,183
Antidilutive shares excluded from the computation of earnings per share	25,683,620	27,381,387	26,855,280
Diluted weighted-average shares outstanding	118,439,539	81,011,349	49,607,600

Related Party Transactions - Additional Information (Details) - Louis DeJoy $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($) extension entity	Dec. 31, 2014 USD ($)
Related Party Transaction [Line Items]
Number of entities owned by related party \| entity	2
Number of renewal options \| extension	2
Renewal term	5 years
Payments recorded associated with lease agreements with related parties	$ 1.9	$ 0.6
Operating Leases, Rent Expense	0.2	$ 0.1
Revenue from Related Parties	$ 1.0

Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
Revenue	$ 3,342.3	$ 2,362.0	$ 1,215.9	$ 703.0	$ 830.7	$ 662.5	$ 581.0	$ 282.4	$ 7,623.2	$ 2,356.6	$ 702.3
Operating expenses
Cost of transportation and services	1,786.0	1,237.3	707.3	440.8	531.3	487.4	459.1	224.0	4,171.4	1,701.8	578.7
Direct operating expense	1,099.5	798.0	318.3	151.2	171.0	71.0	27.2	4.0	2,367.0	273.2	6.4
Sales, general and administrative expense	494.8	282.4	220.4	115.8	122.4	117.7	106.6	75.8	1,113.4	422.5	169.5
Total operating expenses	3,380.3	2,317.7	1,246.0	707.8	824.7	676.1	592.9	303.8	7,651.8	2,397.5	754.6
Operating loss	(38.0)	44.3	(30.1)	(4.8)	6.0	(13.6)	(11.9)	(21.4)	(28.6)	(40.9)	(52.3)
Other expense (income)	(0.8)	1.6	2.1	0.2	(0.3)	0.3	0.3	0.1	3.1	0.4	0.5
Foreign currency loss (gain)	(0.4)	14.5	19.8	0.2	0.4	0.0	0.0	0.0	34.1	0.4	0.0
Interest expense	95.9	61.4	36.3	23.1	16.7	17.8	3.4	10.1	216.7	48.0	18.2
Loss before income tax benefit	(132.7)	(33.2)	(88.3)	(28.3)	(10.8)	(31.7)	(15.6)	(31.6)	(282.5)	(89.7)	(71.0)
Income tax benefit	(69.6)	1.8	(9.5)	(13.6)	(0.9)	(20.1)	(1.8)	(3.3)	(90.9)	(26.1)	(22.5)
Net loss attributable to the Company	(63.1)	(35.0)	(78.8)	(14.7)	(9.9)	(11.6)	(13.8)	(28.3)	(191.1)	(63.6)	(48.5)
Preferred stock beneficial conversion charge	0.0	(52.0)	0.0	0.0	(40.9)	0.0	0.0	0.0	(52.0)	(40.9)	0.0
Cumulative preferred dividends	(0.7)	(0.7)	(0.7)	(0.7)	(0.7)	(0.7)	(0.7)	(0.8)	(2.8)	(2.9)	(3.0)
Net loss attributable to noncontrolling interests	1.0	(4.9)	4.4	0.0					0.5	0.0	0.0
Net loss attributable to common shareholders	$ (62.8)	$ (92.6)	$ (75.1)	$ (15.4)	$ (51.5)	$ (12.3)	$ (14.5)	$ (29.1)	$ (245.9)	$ (107.4)	$ (51.5)
Basic loss per share (in usd per share)	$ (0.58)	$ (0.94)	$ (0.89)	$ (0.20)	$ (0.77)	$ (0.23)	$ (0.28)	$ (0.70)	$ (2.65)	$ (2.00)	$ (2.26)
Diluted loss per share (in usd per share)	$ (0.58)	$ (0.94)	$ (0.89)	$ (0.20)	$ (0.77)	$ (0.23)	$ (0.28)	$ (0.70)	$ (2.65)	$ (2.00)	$ (2.26)

Segment Reporting and Geographic Information - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($) segment	Dec. 31, 2014 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment	2
Number of reportable segments \| segment	2
Segment Reporting, Asset Reconciling Item [Line Items]
Assets \| $	$ 12,643.2	$ 2,749.4
Non-US
Segment Reporting, Asset Reconciling Item [Line Items]
Assets \| $	$ 1,237.1

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, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Revenue	$ 3,342.3	$ 2,362.0	$ 1,215.9	$ 703.0	$ 830.7	$ 662.5	$ 581.0	$ 282.4	$ 7,623.2	$ 2,356.6	$ 702.3
Operating income (loss)	(38.0)	44.3	(30.1)	(4.8)	6.0	(13.6)	(11.9)	(21.4)	(28.6)	(40.9)	(52.3)
Depreciation and amortization									364.9	98.3	20.8
Interest expense	95.9	61.4	36.3	23.1	16.7	17.8	3.4	10.1	216.7	48.0	18.2
Income tax provision (benefit)	(69.6)	$ 1.8	$ (9.5)	$ (13.6)	(0.9)	$ (20.1)	$ (1.8)	$ (3.3)	(90.9)	(26.1)	(22.5)
Goodwill	4,610.6				929.3				4,610.6	929.3	363.4
Capital expenditures									249.0	44.6	11.6
Operating Segments \| Transportation
Segment Reporting Information [Line Items]
Revenue									4,924.4	2,140.0	702.3
Operating income (loss)									51.6	18.9	(7.2)
Depreciation and amortization									226.5	79.5	19.7
Interest expense									25.0	0.5	0.0
Income tax provision (benefit)									(10.5)	0.8	(2.4)
Goodwill	2,504.7				577.0				2,504.7	577.0	363.4
Capital expenditures									126.3	13.4	5.3
Operating Segments \| Logistics
Segment Reporting Information [Line Items]
Revenue									2,768.4	216.6	0.0
Operating income (loss)									81.6	17.6	0.0
Depreciation and amortization									136.9	16.3	0.0
Interest expense									15.3	0.0	0.0
Income tax provision (benefit)									17.6	0.0	0.0
Goodwill	2,105.9				352.3				2,105.9	352.3	0.0
Capital expenditures									109.5	24.0	0.0
Corporate
Segment Reporting Information [Line Items]
Revenue									0.0	0.0	0.0
Operating income (loss)									(162.0)	(77.4)	(45.1)
Depreciation and amortization									1.5	2.5	1.1
Interest expense									176.4	47.5	18.2
Income tax provision (benefit)									(98.0)	(26.9)	(20.1)
Goodwill	0.0				0.0				0.0	0.0	0.0
Capital expenditures									13.2	7.2	6.3
Eliminations
Segment Reporting Information [Line Items]
Revenue									(69.6)	0.0	0.0
Operating income (loss)									0.2	0.0	0.0
Depreciation and amortization									0.0	0.0	0.0
Interest expense									0.0	0.0	0.0
Income tax provision (benefit)									0.0	0.0	0.0
Goodwill	$ 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, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 3,342.3	$ 2,362.0	$ 1,215.9	$ 703.0	$ 830.7	$ 662.5	$ 581.0	$ 282.4	$ 7,623.2	$ 2,356.6	$ 702.3
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									4,278.5	2,141.4	628.0
North America (excluding United States)
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									166.3	132.0	74.3
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									2,986.9	12.9	0.0
Asia
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									171.9	66.3	0.0
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue									$ 19.6	$ 4.0	$ 0.0