ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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03-0450326
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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March 31,
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December 31,
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||||
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2016
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2015
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||||
(Dollars in millions, except share and per share data)
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(Unaudited)
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||||
ASSETS
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||||
Current assets:
|
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||||
Cash and cash equivalents
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$
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279.0
|
|
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$
|
289.8
|
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Accounts receivable, net of allowances of $20.3 and $16.9, respectively
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2,265.1
|
|
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2,266.4
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Other current assets
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497.0
|
|
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401.0
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Total current assets
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3,041.1
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|
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2,957.2
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Property and equipment, net of $349.9 and $209.3 in accumulated depreciation, respectively
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2,820.3
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2,852.2
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Goodwill
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4,787.0
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4,610.6
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Identifiable intangible assets, net of $268.4 and $224.5 in accumulated amortization, respectively
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1,704.2
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1,876.5
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Deferred tax asset
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2.8
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113.6
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Other long-term assets
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236.9
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233.1
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Total long-term assets
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9,551.2
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9,686.0
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Total assets
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$
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12,592.3
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$
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12,643.2
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||
Current liabilities:
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|
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||||
Accounts payable
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$
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997.7
|
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$
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1,063.7
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Accrued expenses
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1,352.3
|
|
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1,291.8
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|
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Current maturities of long-term debt
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134.3
|
|
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135.3
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Other current liabilities
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228.6
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203.6
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Total current liabilities
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2,712.9
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2,694.4
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Long-term debt
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5,379.1
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5,272.6
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Deferred tax liability
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719.1
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933.3
|
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Employee benefit obligations
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302.7
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312.6
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Other long-term liabilities
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396.9
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369.5
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Total long-term liabilities
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6,797.8
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6,888.0
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Commitments and contingencies
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|
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Stockholders’ equity:
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Convertible perpetual preferred stock, $.001 par value; 10,000,000 shares authorized; 72,885 of Series A shares issued and outstanding at March 31, 2016 and December 31, 2015
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42.0
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42.0
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Common stock, $.001 par value; 300,000,000 shares authorized; 109,736,757 and 109,523,493 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
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0.1
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0.1
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Additional paid-in capital
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3,219.4
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3,212.3
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Accumulated deficit
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(488.2
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)
|
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(465.0
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)
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Accumulated other comprehensive loss
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(47.3
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)
|
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(72.3
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)
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Noncontrolling interests
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355.6
|
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343.7
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Total stockholders’ equity
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3,081.6
|
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3,060.8
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Total liabilities and stockholders’ equity
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$
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12,592.3
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$
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12,643.2
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Three Months Ended March 31,
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||||||
(Dollars in millions, except per share data)
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2016
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2015
|
||||
Revenue
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$
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3,545.7
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$
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703.0
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Operating expenses
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|
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Cost of transportation and services
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1,945.1
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|
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440.8
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Direct operating expense
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1,106.2
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151.2
|
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Sales, general and administrative expense
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432.0
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115.8
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Total operating expenses
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3,483.3
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707.8
|
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Operating income (loss)
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62.4
|
|
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(4.8
|
)
|
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Other expense
|
1.2
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|
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0.2
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Foreign currency loss
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3.1
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0.2
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Interest expense
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93.1
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23.1
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Loss before income tax benefit
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(35.0
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)
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(28.3
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)
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Income tax benefit
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(15.7
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)
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(13.6
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)
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Net loss
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(19.3
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)
|
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(14.7
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)
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Cumulative preferred dividends
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(0.7
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)
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(0.7
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)
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Net income attributable to noncontrolling interests
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(3.2
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)
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—
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Net loss attributable to common shareholders
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$
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(23.2
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)
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$
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(15.4
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)
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Basic loss per share
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$
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(0.21
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)
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$
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(0.20
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)
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Diluted loss per share
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$
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(0.21
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)
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$
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(0.20
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)
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||||
Weighted-average common shares outstanding
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Basic weighted-average common shares outstanding
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109.6
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78.8
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Diluted weighted-average common shares outstanding
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109.6
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78.8
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Three Months Ended March 31,
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||||||
(Dollars in millions)
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2016
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2015
|
||||
Net loss
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$
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(19.3
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)
|
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$
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(14.7
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)
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Less: Net income attributable to noncontrolling interests
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(3.2
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)
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—
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Net loss attributable to the Company
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$
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(22.5
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)
|
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$
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(14.7
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)
|
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Other comprehensive income (loss)
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|
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Foreign currency translation gains
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$
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52.1
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$
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—
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Unrealized losses on cash flow and net investment hedges, net of tax effect of $14.7 and $0.0
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(18.4
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)
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—
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Other comprehensive income
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33.7
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—
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Less: Other comprehensive income attributable to noncontrolling interests
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(8.7
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)
|
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—
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Other comprehensive income attributable to the Company
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$
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25.0
|
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$
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—
|
|
|
|
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|
||||
Comprehensive income (loss)
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$
|
14.4
|
|
|
$
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(14.7
|
)
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Less: Comprehensive income attributable to noncontrolling interests
|
(11.9
|
)
|
|
—
|
|
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Comprehensive income (loss) attributable to the Company
|
$
|
2.5
|
|
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$
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(14.7
|
)
|
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Three Months Ended March 31,
|
||||||
(Dollars in millions)
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2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(19.3
|
)
|
|
$
|
(14.7
|
)
|
Adjustments to reconcile net loss to net cash from operating activities
|
|
|
|
||||
Depreciation and amortization
|
162.1
|
|
|
33.8
|
|
||
Deferred tax benefit
|
(22.7
|
)
|
|
(15.8
|
)
|
||
Non-cash stock compensation expense
|
11.9
|
|
|
2.3
|
|
||
Other
|
4.0
|
|
|
8.9
|
|
||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
30.9
|
|
|
50.6
|
|
||
Income tax receivable
|
1.4
|
|
|
15.8
|
|
||
Prepaid expense and other assets
|
(67.2
|
)
|
|
(5.4
|
)
|
||
Accounts payable
|
(90.5
|
)
|
|
(10.6
|
)
|
||
Accrued expenses and other liabilities
|
(3.7
|
)
|
|
(17.6
|
)
|
||
Cash flows provided by operating activities
|
6.9
|
|
|
47.3
|
|
||
Investing activities
|
|
|
|
||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(58.2
|
)
|
||
Payment for purchases of property and equipment
|
(114.7
|
)
|
|
(11.4
|
)
|
||
Proceeds from sale of assets
|
17.5
|
|
|
—
|
|
||
Cash flows used by investing activities
|
(97.2
|
)
|
|
(69.6
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
—
|
|
|
414.7
|
|
||
Payment for debt issuance costs
|
—
|
|
|
(4.5
|
)
|
||
Repayment of long-term debt and capital leases
|
(41.8
|
)
|
|
—
|
|
||
Proceeds from borrowing on revolving credit facility
|
200.0
|
|
|
—
|
|
||
Repayment of borrowings on revolving credit facility
|
(100.0
|
)
|
|
—
|
|
||
Bank overdrafts
|
18.3
|
|
|
—
|
|
||
Dividends paid to preferred stockholders
|
(0.7
|
)
|
|
(0.7
|
)
|
||
Other
|
—
|
|
|
3.0
|
|
||
Cash flows provided by financing activities
|
75.8
|
|
|
412.5
|
|
||
Effect of exchange rates on cash
|
3.7
|
|
|
—
|
|
||
Net (decrease) increase in cash
|
(10.8
|
)
|
|
390.2
|
|
||
Cash and cash equivalents, beginning of period
|
289.8
|
|
|
644.1
|
|
||
Cash and cash equivalents, end of period
|
$
|
279.0
|
|
|
$
|
1,034.3
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
72.6
|
|
|
$
|
39.9
|
|
Cash paid (received) for income taxes
|
$
|
4.8
|
|
|
$
|
(13.9
|
)
|
Property plant and equipment acquired through an increase in accounts payable
|
$
|
19.5
|
|
|
$
|
—
|
|
Property plant and equipment acquired through an increase in capital lease
|
$
|
10.6
|
|
|
$
|
—
|
|
Equity portion of acquisition purchase price
|
$
|
—
|
|
|
$
|
0.8
|
|
Equity issued upon conversion of debt
|
$
|
—
|
|
|
$
|
35.6
|
|
|
Series A Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
|
|
|
||||||||||||||||||||||||||||
(Dollars in millions)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Foreign Currency Translation Adjustments
|
|
Cash Flow & Net Investment Hedges
|
|
Employee Benefit Plans
|
|
Non-controlling Interests
|
|
Total
|
||||||||||||||||||||
Balance, December 31, 2015
|
73
|
|
|
$
|
42.0
|
|
|
109,523
|
|
|
$
|
0.1
|
|
|
$
|
3,212.3
|
|
|
$
|
(465.0
|
)
|
|
$
|
(61.8
|
)
|
|
$
|
6.7
|
|
|
$
|
(17.2
|
)
|
|
$
|
343.7
|
|
|
$
|
3,060.8
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
$
|
(19.3
|
)
|
||||||||
Other comprehensive income (loss), net of $14.7 total tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.1
|
|
|
(19.1
|
)
|
|
—
|
|
|
8.7
|
|
|
$
|
33.7
|
|
||||||||
Exercise of warrants and stock options and other
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
0.4
|
|
||||||||
Issuance of common stock upon conversion of senior notes, net of tax
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||||||||
Dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(0.7
|
)
|
||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
6.7
|
|
||||||||
Balance, March 31, 2016
|
73
|
|
|
$
|
42.0
|
|
|
109,737
|
|
|
$
|
0.1
|
|
|
$
|
3,219.4
|
|
|
$
|
(488.2
|
)
|
|
$
|
(17.7
|
)
|
|
$
|
(12.4
|
)
|
|
$
|
(17.2
|
)
|
|
$
|
355.6
|
|
|
$
|
3,081.6
|
|
(Dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Prepaid expenses
|
$
|
180.2
|
|
|
$
|
142.3
|
|
Value-added tax and income tax receivables
|
111.7
|
|
|
115.8
|
|
||
Miscellaneous receivables
|
95.1
|
|
|
50.5
|
|
||
Inventory
|
50.6
|
|
|
48.9
|
|
||
Fixed assets held for sale
|
18.4
|
|
|
—
|
|
||
Other current assets
|
41.0
|
|
|
43.5
|
|
||
Total Other Current Assets
|
$
|
497.0
|
|
|
$
|
401.0
|
|
Classification
|
Estimated Useful Life
|
Weighted-Average Amortization Period
|
Customer relationships
|
1.5 to 16 years
|
13.33 years
|
Trade names
|
1.2 to 3.5 years
|
2.86 years
|
Non-compete agreements
|
Term of agreement
|
4.57 years
|
Other intangible assets
|
1.5 to 5 years
|
4.24 years
|
(Dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Accrued salaries and wages
|
$
|
503.3
|
|
|
$
|
558.6
|
|
Accrued transportation and facility charges
|
173.2
|
|
|
156.1
|
|
||
Accrued value-added tax and other taxes
|
169.1
|
|
|
153.3
|
|
||
Accrued insurance claims
|
107.8
|
|
|
95.3
|
|
||
Accrued estimated litigation liabilities
|
84.2
|
|
|
66.1
|
|
||
Accrued interest
|
74.2
|
|
|
56.8
|
|
||
Accrued purchased services
|
45.1
|
|
|
42.0
|
|
||
Accrued short-term restructuring costs
|
44.1
|
|
|
46.8
|
|
||
Accrued cash-settled restricted stock
|
18.6
|
|
|
19.3
|
|
||
Other accrued expenses
|
132.7
|
|
|
97.5
|
|
||
Total Accrued Expenses
|
$
|
1,352.3
|
|
|
$
|
1,291.8
|
|
(Dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Deferred revenue
|
$
|
52.9
|
|
|
$
|
62.4
|
|
Bank overdrafts
|
48.8
|
|
|
29.5
|
|
||
Employee benefits
|
35.4
|
|
|
38.7
|
|
||
Acquisition earn-out liability
|
21.8
|
|
|
21.8
|
|
||
Litigation costs
|
17.4
|
|
|
22.1
|
|
||
Income taxes payable
|
13.9
|
|
|
—
|
|
||
Current portion of interest rate swap liability
|
4.9
|
|
|
5.2
|
|
||
Other current liabilities
|
33.5
|
|
|
23.9
|
|
||
Total Other Current Liabilities
|
$
|
228.6
|
|
|
$
|
203.6
|
|
•
|
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.
|
|
March 31, 2016
|
||||||||||||||||||
(Dollars in millions)
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
|
$
|
93.3
|
|
|
$
|
93.3
|
|
|
$
|
29.6
|
|
|
$
|
63.7
|
|
|
$
|
—
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Notes due 2022
|
1,577.7
|
|
|
1,568.0
|
|
|
1,568.0
|
|
|
—
|
|
|
—
|
|
|||||
Senior Notes due 2021
|
561.5
|
|
|
541.5
|
|
|
—
|
|
|
541.5
|
|
|
—
|
|
|||||
Senior Notes due 2019
|
900.3
|
|
|
936.0
|
|
|
936.0
|
|
|
—
|
|
|
—
|
|
|||||
Senior Notes due 2018
|
268.0
|
|
|
272.1
|
|
|
272.1
|
|
|
—
|
|
|
—
|
|
|||||
Term loan facility
|
1,537.9
|
|
|
1,600.0
|
|
|
—
|
|
|
1,600.0
|
|
|
—
|
|
|||||
Senior Debentures due 2034
|
199.5
|
|
|
219.0
|
|
|
219.0
|
|
|
—
|
|
|
—
|
|
|||||
Convertible senior notes
|
47.5
|
|
|
98.9
|
|
|
98.9
|
|
|
—
|
|
|
—
|
|
|||||
Euro private placement notes due 2020
|
15.0
|
|
|
14.9
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|||||
Derivative instruments
|
42.8
|
|
|
42.8
|
|
|
—
|
|
|
42.8
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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
|
|
|
—
|
|
(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
|
|
(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
|
|
|
Historical Three Months Ended
|
|
Pro Forma Three Months Ended
|
||||
(Dollars in millions, except per share data)
|
March 31, 2016
|
|
March 31, 2015
|
||||
Revenue
|
$
|
3,545.7
|
|
|
$
|
3,542.3
|
|
Operating income
|
$
|
62.4
|
|
|
$
|
52.2
|
|
Net loss attributable to common shareholders
|
$
|
(23.2
|
)
|
|
$
|
(34.9
|
)
|
Basic loss per share
|
$
|
(0.21
|
)
|
|
$
|
(0.33
|
)
|
Diluted loss per share
|
$
|
(0.21
|
)
|
|
$
|
(0.33
|
)
|
|
|
|
Three months ended March 31, 2016
|
|
|
||||||||||
(Dollars in millions)
|
Reserve Balance at December 31, 2015
|
|
Charges Incurred
|
|
Payments
|
|
Reserve Balance at March 31, 2016
|
||||||||
Transportation
|
|
|
|
|
|
|
|
||||||||
Contract termination
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Facilities
|
0.6
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
0.5
|
|
||||
Severance
|
26.7
|
|
|
0.4
|
|
|
(6.2
|
)
|
|
20.9
|
|
||||
Total
|
27.4
|
|
|
0.7
|
|
|
(6.4
|
)
|
|
21.7
|
|
||||
Logistics
|
|
|
|
|
|
|
|
||||||||
Contract termination
|
0.8
|
|
|
0.4
|
|
|
(0.5
|
)
|
|
0.7
|
|
||||
Severance
|
25.5
|
|
|
6.4
|
|
|
(4.8
|
)
|
|
27.1
|
|
||||
Total
|
26.3
|
|
|
6.8
|
|
|
(5.3
|
)
|
|
27.8
|
|
||||
Corporate
|
|
|
|
|
|
|
|
||||||||
Contract termination
|
4.0
|
|
|
—
|
|
|
(1.2
|
)
|
|
2.8
|
|
||||
Severance
|
3.5
|
|
|
—
|
|
|
(0.3
|
)
|
|
3.2
|
|
||||
Total
|
7.5
|
|
|
—
|
|
|
(1.5
|
)
|
|
6.0
|
|
||||
Total
|
$
|
61.2
|
|
|
$
|
7.5
|
|
|
$
|
(13.2
|
)
|
|
$
|
55.5
|
|
(Dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Property and Equipment
|
|
|
|
||||
Land
|
$
|
363.6
|
|
|
$
|
359.5
|
|
Buildings and leasehold improvements
|
477.7
|
|
|
476.8
|
|
||
Vehicles, tractors, trailers and tankers
|
1,496.1
|
|
|
1,440.5
|
|
||
Machinery and equipment
|
342.2
|
|
|
325.9
|
|
||
Office and warehouse equipment
|
87.3
|
|
|
79.5
|
|
||
Computer software and equipment
|
403.3
|
|
|
379.3
|
|
||
|
3,170.2
|
|
|
3,061.5
|
|
||
Less: Accumulated depreciation
|
(349.9
|
)
|
|
(209.3
|
)
|
||
Total Property and Equipment, net
|
$
|
2,820.3
|
|
|
$
|
2,852.2
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
(Dollars in millions)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Definite-lived intangibles
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
1,889.8
|
|
|
$
|
212.8
|
|
|
$
|
2,017.0
|
|
|
$
|
174.4
|
|
Trade name
|
52.1
|
|
|
33.7
|
|
|
51.0
|
|
|
29.1
|
|
||||
Non-compete agreements
|
16.4
|
|
|
7.7
|
|
|
18.7
|
|
|
6.8
|
|
||||
Carrier relationships
|
12.1
|
|
|
12.1
|
|
|
12.1
|
|
|
12.1
|
|
||||
Other intangible assets
|
2.2
|
|
|
2.1
|
|
|
2.2
|
|
|
2.1
|
|
||||
|
$
|
1,972.6
|
|
|
$
|
268.4
|
|
|
$
|
2,101.0
|
|
|
$
|
224.5
|
|
(Dollars in millions)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||
Estimated amortization expense
|
$
|
133.8
|
|
|
$
|
166.1
|
|
|
$
|
158.1
|
|
|
$
|
151.8
|
|
|
$
|
145.7
|
|
(Dollars in millions)
|
Transportation
|
|
Logistics
|
|
Total
|
||||||
Goodwill at December 31, 2015
|
$
|
2,504.7
|
|
|
$
|
2,105.9
|
|
|
$
|
4,610.6
|
|
Property and equipment and intangible asset fair value adjustments
|
145.2
|
|
|
37.4
|
|
|
182.6
|
|
|||
Deferred tax adjustments
|
(58.0
|
)
|
|
(18.5
|
)
|
|
(76.5
|
)
|
|||
Litigation liability adjustments, net of tax
|
13.7
|
|
|
0.6
|
|
|
14.3
|
|
|||
Impact of foreign exchange translation
|
19.9
|
|
|
30.9
|
|
|
50.8
|
|
|||
Other adjustments
|
4.1
|
|
|
1.1
|
|
|
5.2
|
|
|||
Goodwill at March 31, 2016
|
$
|
2,629.6
|
|
|
$
|
2,157.4
|
|
|
$
|
4,787.0
|
|
(Dollars in millions)
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
UK Plans
|
||||||
Net periodic benefit expense (income):
|
|
|
|
|
|
||||||
Interest cost
|
$
|
19.0
|
|
|
$
|
0.8
|
|
|
$
|
11.5
|
|
Expected return on plan assets
|
(22.1
|
)
|
|
—
|
|
|
(14.9
|
)
|
|||
Net periodic benefit expense (income)
|
$
|
(3.1
|
)
|
|
$
|
0.8
|
|
|
$
|
(3.4
|
)
|
(Dollars in millions)
|
Three Months Ended March 31, 2016
|
||
Net periodic benefit expense:
|
|
||
Service cost - benefits earned during the year
|
$
|
0.2
|
|
Interest cost on projected benefit obligation
|
0.5
|
|
|
Net periodic benefit expense
|
$
|
0.7
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Stock options
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
Stock appreciation rights
|
|
0.4
|
|
|
—
|
|
||
Restricted stock units
|
|
4.7
|
|
|
1.2
|
|
||
Performance-based restricted stock units
|
|
1.6
|
|
|
0.6
|
|
||
Cash-settled performance-based restricted stock units
|
|
4.8
|
|
|
—
|
|
||
Total stock-based compensation expense
|
|
$
|
11.9
|
|
|
$
|
2.3
|
|
|
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, 2015
|
2,004,280
|
|
|
$
|
16.66
|
|
|
$2.68 - $31.88
|
|
$
|
6.06
|
|
|
4.57
|
Exercised
|
(97,565
|
)
|
|
19.91
|
|
|
$2.68 - $25.18
|
|
6.90
|
|
|
|
||
Forfeited or expired
|
(180,848
|
)
|
|
29.70
|
|
|
$27.69 - $29.79
|
|
1.53
|
|
|
|
||
Outstanding at March 31, 2016
|
1,725,867
|
|
|
$
|
15.11
|
|
|
$3.88 - $31.88
|
|
$
|
6.54
|
|
|
4.96
|
Options exercisable at March 31, 2016
|
1,408,612
|
|
|
$
|
14.76
|
|
|
$3.88 - $31.88
|
|
$
|
6.01
|
|
|
4.50
|
(Dollars in millions)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||
Remaining estimated compensation expense related to existing stock options
|
$
|
0.8
|
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
Stock Appreciation Rights
|
|||||||
|
Number of Rights
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Term
|
|||
|
|
|
||||||
|
|
|
||||||
Outstanding at December 31, 2015
|
143,603
|
|
|
$
|
15.61
|
|
|
1.79
|
Exercised
|
(6,299
|
)
|
|
15.61
|
|
|
—
|
|
Outstanding at March 31, 2016
|
137,304
|
|
|
$
|
15.61
|
|
|
1.43
|
SARs exercisable at March 31, 2016
|
137,304
|
|
|
15.61
|
|
|
1.43
|
|
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, 2015
|
1,558,441
|
|
|
$
|
23.01
|
|
|
1,987,060
|
|
|
$
|
21.47
|
|
Granted
|
45,507
|
|
|
26.47
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(95,220
|
)
|
|
30.17
|
|
|
(103,530
|
)
|
|
32.47
|
|
||
Forfeited
|
(79,816
|
)
|
|
26.02
|
|
|
(14,505
|
)
|
|
30.03
|
|
||
Outstanding at March 31, 2016
|
1,428,912
|
|
|
$
|
22.49
|
|
|
1,869,025
|
|
|
$
|
18.21
|
|
(Dollars in millions)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and Thereafter
|
||||||||||
Remaining estimated compensation expense related to outstanding RSUs and PRSUs deemed probable
|
$
|
10.8
|
|
|
$
|
5.8
|
|
|
$
|
2.5
|
|
|
$
|
0.4
|
|
|
$
|
1.4
|
|
(Dollars in millions)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||
Remaining estimated compensation expense related to outstanding cash-settled PRSUs
|
$
|
14.3
|
|
|
$
|
19.1
|
|
|
$
|
19.1
|
|
|
$
|
19.1
|
|
(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 liabilities
|
|
Level 2
|
|
$
|
730.9
|
|
|
$
|
(32.6
|
)
|
Interest rate swaps
|
Other current liabilities
Other long-term liabilities |
|
Level 2
|
|
216.3
|
|
|
(6.0
|
)
|
||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Other current liabilities
Other long-term liabilities |
|
Level 2
|
|
68.3
|
|
|
(0.9
|
)
|
||
Foreign currency option contracts
|
Other current liabilities
|
|
Level 2
|
|
221.7
|
|
|
(1.7
|
)
|
||
Foreign currency forward contracts
|
Other current liabilities
|
|
Level 2
|
|
80.8
|
|
|
(1.6
|
)
|
||
Total
|
|
|
|
|
|
|
$
|
(42.8
|
)
|
|
Recognized in Accumulated Other Comprehensive Loss
|
|
Recognized in Net Loss
|
||||||||||||
(Dollars in millions)
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Cross-currency swap agreements
|
$
|
(32.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Foreign currency option contracts
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
||||
Nonderivatives designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated notes
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
(33.4
|
)
|
|
$
|
—
|
|
|
$
|
(2.2
|
)
|
|
$
|
—
|
|
(Dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14.6
|
|
|
$
|
14.3
|
|
Accounts receivable, net of allowance
|
60.4
|
|
|
54.7
|
|
||
Other current assets
|
4.8
|
|
|
3.8
|
|
||
Property and equipment, net of accumulated depreciation
|
3.7
|
|
|
4.8
|
|
||
Other long-term assets
|
5.3
|
|
|
3.0
|
|
||
Total
|
$
|
88.8
|
|
|
$
|
80.6
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
45.4
|
|
|
$
|
44.9
|
|
Accrued expenses, other
|
10.8
|
|
|
8.1
|
|
||
Other current liabilities
|
9.4
|
|
|
8.9
|
|
||
Other long-term liabilities
|
10.4
|
|
|
5.2
|
|
||
Total
|
$
|
76.0
|
|
|
$
|
67.1
|
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Basic weighted average common stock outstanding
|
109,628,094
|
|
|
78,825,639
|
|
Potentially dilutive securities:
|
|
|
|
||
Shares underlying the conversion of preferred stock to common stock
|
10,412,145
|
|
|
10,476,430
|
|
Shares underlying the conversion of the convertible senior notes
|
3,180,806
|
|
|
5,171,353
|
|
Shares underlying warrants to purchase common stock
|
7,557,370
|
|
|
8,776,365
|
|
Shares underlying stock options to purchase common stock
|
570,684
|
|
|
633,392
|
|
Shares underlying restricted stock units and performance-based restricted stock units
|
1,607,032
|
|
|
1,025,632
|
|
|
23,328,037
|
|
|
26,083,172
|
|
Diluted weighted average shares outstanding
|
132,956,131
|
|
|
104,908,811
|
|
(Dollars in millions)
|
Transportation
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,297.4
|
|
|
$
|
1,260.7
|
|
|
$
|
—
|
|
|
$
|
(12.4
|
)
|
|
$
|
3,545.7
|
|
Operating income (loss)
|
75.4
|
|
|
31.9
|
|
|
(44.9
|
)
|
|
—
|
|
|
62.4
|
|
|||||
Depreciation and amortization
|
114.6
|
|
|
47.1
|
|
|
0.4
|
|
|
—
|
|
|
162.1
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
93.1
|
|
|
—
|
|
|
93.1
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(15.7
|
)
|
|
—
|
|
|
(15.7
|
)
|
|||||
Goodwill
|
2,629.6
|
|
|
2,157.4
|
|
|
—
|
|
|
—
|
|
|
4,787.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
562.2
|
|
|
$
|
140.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
703.0
|
|
Operating income (loss)
|
3.6
|
|
|
6.4
|
|
|
(14.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||||
Depreciation and amortization
|
19.7
|
|
|
13.7
|
|
|
0.4
|
|
|
—
|
|
|
33.8
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
23.1
|
|
|
—
|
|
|
23.1
|
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
(13.6
|
)
|
|
—
|
|
|
(13.6
|
)
|
|||||
Goodwill
|
614.7
|
|
|
353.1
|
|
|
—
|
|
|
—
|
|
|
967.8
|
|
•
|
Freight Brokerage: the second largest freight brokerage firm worldwide; the third largest provider of door-to-door intermodal rail services in North America, with one of the largest U.S. drayage networks, and a leader in cross-border Mexico intermodal;
|
•
|
Last Mile: the largest provider of home delivery and installation logistics for heavy goods in North America, and a leading last mile provider to the e-commerce industry;
|
•
|
Supply Chain: the second largest global provider of contract logistics based on square footage, with one of the largest e-fulfillment platforms in Europe;
|
•
|
Expedite: the largest manager of time-critical and high-value expedite shipments in North America via ground transportation, air charter and web-based managed transportation services;
|
•
|
Less-Than-Truckload: the second largest provider of LTL services in North America and a leading provider of LTL services in Western Europe. As of
March 31, 2016
, the Company’s LTL service in North America had some of the highest service levels in the industry for on-time performance, offered more next-day and two-day lanes than any other LTL carrier, and covered 99% of U.S. postal codes;
|
•
|
Full Truckload: a top 20 U.S. carrier and a leading cross-border Mexico ground transportation provider;
|
•
|
Managed Transportation: a top five global service provider based on the value of XPO’s freight under management, which was approximately $2.7 billion as of
March 31, 2016
; and
|
•
|
Global Forwarding: a growing provider of global forwarding services.
|
|
Three Months Ended March 31,
|
|
Percent of Revenue
|
|
Change
|
|||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
%
|
|||||||
Revenue
|
$
|
3,545.7
|
|
|
$
|
703.0
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
404.4
|
%
|
Cost of transportation and services
|
1,945.1
|
|
|
440.8
|
|
|
54.9
|
%
|
|
62.7
|
%
|
|
341.3
|
%
|
||
Net revenue
|
1,600.6
|
|
|
262.2
|
|
|
45.1
|
%
|
|
37.3
|
%
|
|
510.5
|
%
|
||
Direct operating expense
|
1,106.2
|
|
|
151.2
|
|
|
31.2
|
%
|
|
21.5
|
%
|
|
631.6
|
%
|
||
SG&A expense
|
|
|
|
|
|
|
|
|
|
|||||||
Salaries & benefits
|
232.8
|
|
|
60.9
|
|
|
6.6
|
%
|
|
8.7
|
%
|
|
282.3
|
%
|
||
Other SG&A expense
|
58.9
|
|
|
18.6
|
|
|
1.7
|
%
|
|
2.6
|
%
|
|
216.7
|
%
|
||
Purchased services
|
80.0
|
|
|
10.8
|
|
|
2.3
|
%
|
|
1.5
|
%
|
|
640.7
|
%
|
||
Depreciation & amortization
|
60.3
|
|
|
25.5
|
|
|
1.7
|
%
|
|
3.6
|
%
|
|
136.5
|
%
|
||
Total SG&A expense
|
432.0
|
|
|
115.8
|
|
|
12.3
|
%
|
|
16.4
|
%
|
|
273.1
|
%
|
||
Operating income (loss)
|
62.4
|
|
|
(4.8
|
)
|
|
1.6
|
%
|
|
(0.6
|
)%
|
|
(1,400.0
|
)%
|
||
Other expense
|
1.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
500.0
|
%
|
||
Foreign currency loss
|
3.1
|
|
|
0.2
|
|
|
0.1
|
%
|
|
—
|
|
|
1,450.0
|
%
|
||
Interest expense
|
93.1
|
|
|
23.1
|
|
|
2.6
|
%
|
|
3.3
|
%
|
|
303.0
|
%
|
||
Loss before income tax benefit
|
(35.0
|
)
|
|
(28.3
|
)
|
|
(1.1
|
)%
|
|
(3.9
|
)%
|
|
23.7
|
%
|
||
Income tax benefit
|
(15.7
|
)
|
|
(13.6
|
)
|
|
(0.4
|
)%
|
|
(1.9
|
)%
|
|
15.4
|
%
|
||
Net loss
|
$
|
(19.3
|
)
|
|
$
|
(14.7
|
)
|
|
(0.7
|
)%
|
|
(2.0
|
)%
|
|
31.3
|
%
|
|
Three Months Ended March 31,
|
|
Percent of Revenue
|
|
Change
|
|||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
%
|
|||||||
Revenue
|
$
|
2,297.4
|
|
|
$
|
562.2
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
308.6
|
%
|
Cost of transportation and services
|
1,647.1
|
|
|
440.8
|
|
|
71.7
|
%
|
|
78.4
|
%
|
|
273.7
|
%
|
||
Net revenue
|
650.3
|
|
|
121.4
|
|
|
28.3
|
%
|
|
21.6
|
%
|
|
435.7
|
%
|
||
Direct operating expense
|
312.4
|
|
|
30.2
|
|
|
13.6
|
%
|
|
5.4
|
%
|
|
934.4
|
%
|
||
SG&A expense
|
|
|
|
|
|
|
|
|
|
|||||||
Salaries & benefits
|
147.3
|
|
|
48.3
|
|
|
6.4
|
%
|
|
8.6
|
%
|
|
205.0
|
%
|
||
Other SG&A expense
|
37.0
|
|
|
14.5
|
|
|
1.6
|
%
|
|
2.6
|
%
|
|
155.2
|
%
|
||
Purchased services
|
39.9
|
|
|
5.7
|
|
|
1.7
|
%
|
|
1.0
|
%
|
|
600.0
|
%
|
||
Depreciation & amortization
|
38.3
|
|
|
19.1
|
|
|
1.7
|
%
|
|
3.4
|
%
|
|
100.5
|
%
|
||
Total SG&A expense
|
262.5
|
|
|
87.6
|
|
|
11.4
|
%
|
|
15.6
|
%
|
|
199.7
|
%
|
||
Operating income
|
$
|
75.4
|
|
|
$
|
3.6
|
|
|
3.3
|
%
|
|
0.6
|
%
|
|
1,994.4
|
%
|
•
|
Market our broader, integrated multi-modal offering to customers of all sizes, both new business and existing accounts;
|
•
|
Cross-sell transportation solutions to customers of our Logistics segment;
|
•
|
Optimize all operations to provide world-class service and highly effective solutions that satisfy customers’ transportation-related supply chain goals;
|
•
|
Recruit and retain quality drivers, and best utilize our transportation assets;
|
•
|
Attract and retain quality independent owner operators and independent brokered carriers for our carrier network;
|
•
|
Recruit and retain quality sales and service representatives and improve employee productivity with state-of-the-art training and information technology;
|
•
|
Integrate industry best practices with a focus on utilizing the advantages of our scale and lowering administrative overhead; and
|
•
|
Continue to develop cutting-edge capabilities for our information technology platform.
|
|
Three Months Ended March 31,
|
|
Percent of Revenue
|
|
Change
|
|||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
%
|
|||||||
Revenue
|
$
|
1,260.7
|
|
|
$
|
140.8
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
795.4
|
%
|
Cost of transportation and services
|
310.2
|
|
|
—
|
|
|
24.6
|
%
|
|
—
|
|
|
100.0
|
%
|
||
Net revenue
|
950.5
|
|
|
140.8
|
|
|
75.4
|
%
|
|
100.0
|
%
|
|
575.1
|
%
|
||
Direct operating expense
|
793.8
|
|
|
121.0
|
|
|
63.0
|
%
|
|
85.9
|
%
|
|
556.0
|
%
|
||
SG&A expense
|
|
|
|
|
|
|
|
|
|
|||||||
Salaries & benefits
|
69.2
|
|
|
5.1
|
|
|
5.5
|
%
|
|
3.6
|
%
|
|
1,256.9
|
%
|
||
Other SG&A expense
|
12.2
|
|
|
1.7
|
|
|
1.0
|
%
|
|
1.2
|
%
|
|
617.6
|
%
|
||
Purchased services
|
21.7
|
|
|
0.6
|
|
|
1.7
|
%
|
|
0.4
|
%
|
|
3,516.7
|
%
|
||
Depreciation & amortization
|
21.7
|
|
|
6.0
|
|
|
1.7
|
%
|
|
4.3
|
%
|
|
261.7
|
%
|
||
Total SG&A expense
|
124.8
|
|
|
13.4
|
|
|
9.9
|
%
|
|
9.5
|
%
|
|
831.3
|
%
|
||
Operating income
|
$
|
31.9
|
|
|
$
|
6.4
|
|
|
2.5
|
%
|
|
4.6
|
%
|
|
398.4
|
%
|
•
|
Capture additional business in verticals where the Company already has deep logistics expertise and strong track record;
|
•
|
Expand customer relationships that span North America and Europe;
|
•
|
Market the advantages of the segment’s proprietary technology and global network of facilities;
|
•
|
Optimize all operations to provide world-class service and highly effective solutions that satisfy customers’ logistics related supply chain goals;
|
•
|
Increase share of spend with existing customers who may outsource more of their logistics requirements to XPO, and who may have broader supply chain needs that XPO can service; and
|
•
|
Cross-sell contract logistics and managed transportation solutions to customers of our Transportation segment.
|
|
Three Months Ended March 31,
|
|
Percent of Revenue
|
|
Change
|
|||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
%
|
|||||||
SG&A expense
|
|
|
|
|
|
|
|
|
|
|||||||
Salaries & benefits
|
$
|
16.1
|
|
|
$
|
7.5
|
|
|
0.5
|
%
|
|
1.1
|
%
|
|
114.7
|
%
|
Other SG&A expense
|
9.9
|
|
|
2.4
|
|
|
0.3
|
%
|
|
0.3
|
%
|
|
312.5
|
%
|
||
Purchased services
|
18.5
|
|
|
4.5
|
|
|
0.5
|
%
|
|
0.6
|
%
|
|
311.1
|
%
|
||
Depreciation & amortization
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
0.1
|
%
|
|
—
|
|
||
Total SG&A expense
|
$
|
44.9
|
|
|
$
|
14.8
|
|
|
1.3
|
%
|
|
2.1
|
%
|
|
203.4
|
%
|
|
For the Three Months Ended March 31,
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Revenue
|
$
|
(12.4
|
)
|
|
$
|
—
|
|
Cost of transportation and services
|
(12.2
|
)
|
|
—
|
|
||
Net revenue
|
(0.2
|
)
|
|
—
|
|
||
Direct operating expense
|
—
|
|
|
—
|
|
||
SG&A expense
|
|
|
|
||||
Salaries & benefits
|
0.2
|
|
|
—
|
|
||
Other SG&A expense
|
(0.2
|
)
|
|
—
|
|
||
Purchased services
|
(0.1
|
)
|
|
—
|
|
||
Depreciation & amortization
|
(0.1
|
)
|
|
—
|
|
||
Total SG&A expense
|
(0.2
|
)
|
|
—
|
|
||
Operating income
|
$
|
—
|
|
|
$
|
—
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1 +*
|
|
Form of Employment Agreement, dated as of February 9, 2016 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2016 (the “February 11, 2016 Form 8-K”).
|
|
|
|
10.2 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the Company and Bradley S. Jacobs (incorporated herein by reference to Exhibit 10.2 of the February 11, 2016 Form 8-K).
|
|
|
|
10.3 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the Company and Troy A. Cooper (incorporated herein by reference to Exhibit 10.3 of the February 11, 2016 Form 8-K).
|
|
|
|
10.4 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the Company and John J. Hardig (incorporated herein by reference to Exhibit 10.4 of the February 11, 2016 Form 8-K).
|
|
|
|
10.5 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the Company and Gordon E. Devens (incorporated herein by reference to Exhibit 10.5 of the February 11, 2016 Form 8-K).
|
|
|
|
10.6 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the Company and Scott B. Malat (incorporated herein by reference to Exhibit 10.6 of the February 11, 2016 Form 8-K).
|
|
|
|
10.7 +**
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the Company and Mario A. Harik. (Form of Employment Agreement previously filed as Exhibit 10.1 to the February 11, 2016 Form 8-K)
|
|
|
|
10.8 +*
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.7 of the February 11, 2016 Form 8-K).
|
|
|
|
10.9 +*
|
|
Form of Amendment to PRSU Agreements, dated March 7, 2016 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2016).
|
|
|
|
31.1
|
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016
|
|
|
|
31.2
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016
|
|
|
|
32.1 **
|
|
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016
|
|
|
|
32.2 **
|
|
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Incorporated by reference.
|
**
|
Furnished herewith.
|
+
|
This exhibit is a management contract or compensatory plan arrangement.
|
XPO Logistics, Inc.
|
|
/s/ Bradley S. Jacobs
|
Bradley S. Jacobs
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ John J. Hardig
|
John J. Hardig
|
Chief Financial Officer
|
(Principal Financial Officer)
|
Start Date:
|
February 9, 2016
|
Employee:
|
Mario A. Harik
|
Position:
|
Chief Information Officer of the Company
|
Reporting Person:
|
Chief Executive Officer of the Company (initially the designee shall be the Chief Strategy Officer)
|
Base Salary:
|
$425,000
|
2015 Bonus:
|
$400,000
|
2015 Additional Bonus:
|
$900,000
|
Target Bonus:
|
100% of Base Salary
|
Prior Agreement:
|
Employment Agreement effective as of March 14, 2014, by and between the Company and Employee
|
Sections of Prior Agreement that survive with respect to Equity Compensation granted under the Prior Agreement:
|
Section 3(c) and Section 3(d)
|
|
/s/ Bradley S. Jacobs
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ John J. Hardig
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
|
|
By:
|
|
/s/ Bradley S. Jacobs
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
By:
|
|
/s/ John J. Hardig
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|