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EX-32.1 - EXHIBIT 32.1 - XPO Logistics, Inc.exhibit321-q22015.htm
EX-31.2 - EXHIBIT 31.2 - XPO Logistics, Inc.exhibit312-q22015.htm
EX-32.2 - EXHIBIT 32.2 - XPO Logistics, Inc.exhibit322-q22015.htm
EX-31.1 - EXHIBIT 31.1 - XPO Logistics, Inc.exhibit311-q22015.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
Form 10-Q 
_____________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
¨
TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                     
Commission file number: 001-32172
_____________________________________
XPO Logistics, Inc.
(Exact name of registrant as specified in its charter)
 _____________________________________ 
Delaware
 
03-0450326
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
Five Greenwich Office Park
Greenwich, CT
 
06831
(Address of principal executive offices)
 
(Zip code)
(855) 976-4636
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
 _____________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
(Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of August 7, 2015, there were 95,355,557 shares of the registrant’s common stock, par value $0.001 per share, outstanding.



XPO Logistics, Inc.
Form 10-Q
Index
 
 
 
 
 
 


2


Part I—Financial Information
Item 1. Financial Statements.
XPO Logistics, Inc.
Condensed Consolidated Balance Sheets
(In millions, except share and per share data) 
 
June 30, 2015
 
December 31, 2014
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,175.8

 
$
644.1

Restricted cash, current
690.5

 

Accounts receivable, net of allowances of $10.1 and $9.8, respectively
1,673.2

 
543.8

Prepaid expenses
109.1

 
13.2

Deferred tax asset, current
22.3

 
9.2

Income tax receivable
29.0

 
15.4

Other current assets
194.4

 
7.4

Total current assets
3,894.3

 
1,233.1

Property and equipment, net of $88.1 and $47.3 in accumulated depreciation, respectively
958.5

 
221.9

Goodwill
3,391.8

 
929.3

Identifiable intangible assets, net of $113.4 and $74.6 in accumulated amortization, respectively
1,230.4

 
341.5

Deferred tax asset, long-term
94.7

 

Restricted cash, long-term
11.3

 
9.1

Other long-term assets
121.7

 
26.3

Total long-term assets
5,808.4

 
1,528.1

Total assets
$
9,702.7

 
$
2,761.2

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
1,030.0

 
$
252.7

Accrued salaries and wages
304.8

 
50.1

Accrued expenses, other
325.4

 
69.8

Current maturities of long-term debt
365.2

 
1.8

Other current liabilities
104.0

 
6.7

Total current liabilities
2,129.4

 
381.1

Senior notes
3,074.2

 
500.0

Convertible senior notes
64.1

 
91.9

Revolving credit facility and other long-term debt, net of current maturities
267.4

 
0.2

Deferred tax liability, long-term
388.6

 
74.5

Employee benefit obligations
127.5

 

Other long-term liabilities
159.9

 
58.4

Total long-term liabilities
4,081.7

 
725.0

Commitments and contingencies

 

Redeemable noncontrolling interests
667.8

 

Stockholders’ equity:
 
 
 
Convertible perpetual preferred stock, $.001 par value; 10,000,000 shares authorized; 73,035 and 73,335 of Series A and 562,525 and 0 of Series C shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
590.6

 
42.2

Common stock, $.001 par value; 150,000,000 shares authorized; 95,332,765 and 77,421,683 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
0.1

 
0.1

Additional paid-in capital
2,554.5

 
1,831.9

Accumulated deficit
(309.4
)
 
(219.1
)
Accumulated other comprehensive loss
(20.0
)
 

Noncontrolling interests
8.0

 

Total stockholders’ equity
2,823.8

 
1,655.1

Total liabilities, redeemable noncontrolling interests and stockholders’ equity
$
9,702.7

 
$
2,761.2

See accompanying notes to condensed consolidated financial statements.

3


XPO Logistics, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In millions, except per share data)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
1,215.9

 
$
581.0

 
$
1,918.9

 
$
863.4

Operating expenses
 
 
 
 
 
 
 
Cost of transportation and services
707.3

 
459.1

 
1,148.0

 
683.1

Direct operating expense
318.3

 
27.2

 
469.5

 
31.2

Sales, general and administrative expense
220.4

 
106.6

 
336.0

 
182.4

Total operating expenses
1,246.0

 
592.9

 
1,953.5

 
896.7

Operating loss
(30.1
)
 
(11.9
)
 
(34.6
)
 
(33.3
)
Other expense
21.9

 
0.3

 
22.4

 
0.4

Interest expense
36.3

 
3.4

 
59.4

 
13.5

Loss before income tax benefit
(88.3
)
 
(15.6
)
 
(116.4
)
 
(47.2
)
Income tax benefit
(9.5
)
 
(1.8
)
 
(23.2
)
 
(5.1
)
Net loss
(78.8
)
 
(13.8
)
 
(93.2
)
 
(42.1
)
Cumulative preferred dividends
(0.7
)
 
(0.7
)
 
(1.5
)
 
(1.5
)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
4.4

 

 
4.4

 

Net loss available to common shareholders
$
(75.1
)
 
$
(14.5
)
 
$
(90.3
)
 
$
(43.6
)
Basic loss per share
 
 
 
 
 
 
 
Net loss
$
(0.89
)
 
$
(0.28
)
 
$
(1.11
)
 
$
(0.92
)
Diluted loss per share
 
 
 
 
 
 
 
Net loss
$
(0.89
)
 
$
(0.28
)
 
$
(1.11
)
 
$
(0.92
)
Weighted average common shares outstanding
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
84.3

 
52.6

 
81.6

 
47.0

Diluted weighted average common shares outstanding
84.3

 
52.6

 
81.6

 
47.0

See accompanying notes to condensed consolidated financial statements.

4


XPO Logistics, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(In millions)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net loss
$
(78.8
)
 
$
(13.8
)
 
$
(93.2
)
 
$
(42.1
)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
4.4

 

 
4.4

 

Net loss attributable to the Company
$
(74.4
)

$
(13.8
)

$
(88.8
)

$
(42.1
)
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 
 
 
 
 
 
Foreign currency translation gains, net of tax effect of $0.0, $0.0, $0.0 and $0.0
$
5.7

 
$

 
$
5.7

 
$

Unrealized losses on cash flow and net investment hedges, net of tax effect of $0.0, $0.0, $0.0 and $0.0
(32.0
)
 

 
(32.0
)
 

Change in defined benefit plans liability, net of tax effect of $(2.9), $0.0, $(2.9) and $0.0
11.5

 

 
11.5

 

Other comprehensive loss
(14.8
)
 

 
(14.8
)
 

Less: Other comprehensive gain attributable to noncontrolling interests and redeemable noncontrolling interests
(5.2
)
 

 
(5.2
)
 

Other comprehensive loss attributable to the Company
$
(20.0
)
 
$

 
$
(20.0
)
 
$

 
 
 
 
 
 
 
 
Comprehensive loss
$
(93.6
)
 
$
(13.8
)
 
$
(108.0
)
 
$
(42.1
)
Less: Comprehensive gain attributable to noncontrolling interests and redeemable noncontrolling interests
(0.8
)
 

 
(0.8
)
 

Comprehensive loss attributable to the Company
$
(94.4
)
 
$
(13.8
)
 
$
(108.8
)
 
$
(42.1
)
See accompanying notes to condensed consolidated financial statements.


5


XPO Logistics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In millions)
 
Six Months Ended June 30,
 
2015
 
2014
Operating activities
 
 
 
Net loss
$
(93.2
)
 
$
(42.1
)
Adjustments to reconcile net loss to net cash from operating activities
 
 
 
Provisions for allowance for doubtful accounts
2.5

 
3.2

Depreciation and amortization
89.9

 
36.5

Stock compensation expense
16.9

 
3.8

Accretion of debt
3.0

 
2.7

Deferred tax expense
(29.4
)
 
(7.1
)
Loss on conversion of debt
6.9

 
2.3

Gain on sale of assets
(6.0
)
 

Loss on foreign currency transactions
11.1

 
0.1

Other
5.5

 
(0.1
)
Changes in assets and liabilities, net of effects of acquisitions:
 
 
 
Accounts receivable
(10.7
)
 
(57.3
)
Income tax receivable
14.9

 
2.4

Prepaid expense and other current assets
(11.9
)
 
(3.6
)
Other long-term assets
(0.8
)
 
(7.1
)
Accounts payable
(22.8
)
 
37.8

Accrued expenses and other liabilities
0.9

 
1.8

Cash flows used by operating activities
(23.2
)
 
(26.7
)
Investing activities
 
 
 
Acquisition of businesses, net of cash acquired
(1,610.7
)
 
(201.0
)
Loss on forward contract related to acquisition
(6.9
)
 

Payment for purchases of property and equipment
(41.9
)
 
(9.8
)
Proceeds from sale of assets
24.3

 
0.3

Cash flows used by investing activities
(1,635.2
)
 
(210.5
)
Financing activities
 
 
 
Proceeds from common stock offerings
697.5

 
414.0

Proceeds from preferred stock offerings
562.5

 

Payment for equity issuance costs
(31.9
)
 
(0.8
)
Proceeds from issuance of senior notes
2,544.0

 

Payment for debt issuance costs
(7.9
)
 

Repayment of borrowings on revolving credit facility

 
(75.0
)
Repayment of acquired debt
(712.6
)
 

Proceeds from asset financing debt
11.2

 

Payments of asset financing debt
(28.0
)
 

Payment for cash held as collateral in lending arrangement

 
(8.5
)
Receipt of cash held as collateral in lending arrangement
4.8

 

Payments of notes payable and capital leases
(18.6
)
 

Bank overdrafts
(19.3
)
 

Transfer to restricted cash for tender offer
(809.3
)
 

Dividends paid to preferred stockholders
(1.5
)
 
(1.5
)
Other
(1.2
)
 
(0.9
)
Cash flows provided by financing activities
2,189.7

 
327.3

Effect of exchange rates on cash
0.4

 

Net increase in cash
531.7

 
90.1

Cash and cash equivalents, beginning of period
644.1

 
21.5

Cash and cash equivalents, end of period
$
1,175.8

 
$
111.6

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
48.9

 
$
4.7

Cash received from income taxes
$
(12.1
)
 
$
(0.3
)
Equity portion of acquisition purchase price
$
1.5

 
$
108.2

Equity issued upon conversion of debt
$
35.6

 
$
10.5

See accompanying notes to condensed consolidated financial statements.

6


XPO Logistics, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the Six Months Ended June 30, 2015
(Unaudited)
(In millions, except for share data)
 
 
Series A Preferred Stock
 
Series C Preferred Stock
 
Common Stock
 
 
 
 
 
Accumulated Other Comprehensive Income/(Loss)
 
 
 
 
 
Shares
 
Amount
 
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, 2014
73

 
$
42.2

 

 
$

 
77,422

 
$
0.1

 
$
1,831.9

 
$
(219.1
)
 
$

 
$

 
$

 
$

 
$
1,655.1

Net loss

 

 

 

 

 

 

 
(93.2
)
 

 

 

 

 
$
(93.2
)
Other comprehensive income (loss), net of $2.9 tax effect

 

 

 

 

 

 

 

 
5.7

 
(32.0
)
 
11.5

 

 
$
(14.8
)
Redeemable noncontrolling interests

 

 

 

 

 

 

 
4.4

 
(1.8
)
 
0.2

 
(3.6
)
 

 
$
(0.8
)
Transfer to restore redeemable noncontrolling interests to redemption value

 

 

 

 

 

 
(1.6
)
 

 

 

 

 

 
$
(1.6
)
Exercise of warrants and stock options and other

 

 

 

 
218

 

 
0.5

 

 

 

 

 

 
$
0.5

Conversion of preferred stock to common stock

 
(0.1
)
 

 

 
43

 

 
0.1

 

 

 

 

 

 
$

Proceeds from issuance of preferred stock, net of issuance costs

 

 
563

 
548.5

 

 

 

 

 

 

 

 

 
$
548.5

Proceeds from issuance of common stock, net of issuance costs

 

 

 

 
15,499

 

 
679.6

 

 

 

 

 

 
$
679.6

Issuance of common stock for acquisitions

 

 

 

 
38

 

 
1.5

 

 

 

 

 

 
$
1.5

Noncontrolling interest from acquisition

 

 

 

 

 

 

 

 

 

 

 
8.0

 
$
8.0

Issuance of common stock upon conversion of senior notes, net of tax

 

 

 

 
2,113

 

 
35.6

 

 

 

 

 

 
$
35.6

Dividend paid

 

 

 

 

 

 

 
(1.5
)
 

 

 

 

 
$
(1.5
)
Stock compensation expense

 

 

 

 

 

 
6.9

 

 

 

 

 

 
$
6.9

Balance, June 30, 2015
73

 
$
42.1

 
563

 
$
548.5

 
95,333

 
$
0.1

 
$
2,554.5

 
$
(309.4
)
 
$
3.9

 
$
(31.8
)
 
$
7.9

 
$
8.0

 
$
2,823.8

See accompanying notes to condensed consolidated financial statements.

7


XPO Logistics, Inc.
Notes to Condensed Consolidated Financial Statements
Three and Six Months Ended June 30, 2015 and 2014
(Unaudited)
(In millions)
1. Organization
Nature of Business
XPO Logistics, Inc. and its subsidiaries (“XPO” or the “Company”) provide comprehensive supply chain solutions to more than 30,000 customers through an integrated network of over 54,000 employees and 887 locations in 27 countries. The Company's customers are multinational, national, mid-size and small enterprises, and include many of the most prominent companies in the world. XPO runs its business on a global basis, with two reportable segments: Logistics and Transportation.
In the Logistics segment, the Company provides a range of contract logistics services, including highly engineered and customized solutions, value-added warehousing and distribution, and other inventory solutions. The Company performs e-commerce fulfillment, reverse logistics, storage, factory support, aftermarket support, integrated manufacturing, packaging, labeling, distribution and transportation, as well as optimization services such as supply chain consulting and production flow management.
The Company currently operates approximately 129 million square feet (12.1 million square meters) of contract logistics facility space worldwide, with about 50 million square feet (4.7 million square meters) of that capacity in the United States.
In the Transportation segment, the Company provides multiple services to facilitate the movement of raw materials, parts and finished goods. The Company accomplishes this by using its proprietary transportation management technology, third-party carriers and Company-owned trucks. The Company manages all aspects of these services, including the selection of qualified carriers, rate negotiations, the tracking of shipments, billing and dispute resolution. XPO's services encompass:
Truckload and less-than truckload transportation and brokerage, intermodal brokerage, and last mile logistics services, all of which are arranged using relationships with subcontracted motor and rail carriers and independent technicians, as well as independent contract drivers and vehicles that are owned and operated by the Company;
The management of expedite shipments, which are urgent, time-critical shipments sold to customers in North America through direct transacting and through XPO's web-based technology. Expedite ground services are provided through a fleet of vehicles that are owned and operated by independent contract drivers, and through contracted third-party motor carriers. For expedite shipments requiring air charter, service is arranged using the Company's relationships with third-party air carriers; and
Global forwarding, including ground, air and ocean transportation services for customers with domestic and international supply chain requirements. The Company's global forwarding transportation services are sold and facilitated through a network of Company-owned and independently-owned offices in North America, Europe and Asia.
All of the Company’s businesses operate as the single global brand of XPO Logistics. Under the Company’s cross-selling customer service initiative, all services are offered to all customers to fulfill their supply chain requirements.
For specific financial information relating to the above segments, refer to Note 17—Segment Reporting.
2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with the instructions to Form 10-Q. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading.
These unaudited condensed consolidated financial statements reflect, in the opinion of the Company, all material adjustments (which include only normal recurring adjustments) necessary to fairly present the Company’s financial position as of June 30, 2015 and December 31, 2014, and results of operations for the three- and six-month periods ended June 30, 2015 and 2014. Intercompany transactions have been eliminated in the condensed consolidated balance sheets and results of operations. Where the presentation of these intercompany eliminations differs between the consolidated and reportable segment financial statements, reconciliations of certain line items are provided. The results of operations of acquired companies are

8


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 available to common shareholders.
These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2014 that are set forth in the Company’s Annual Report on Form 10-K, a copy of which is available on the SEC’s website (www.sec.gov). Results of operations for interim periods are not necessarily indicative of results to be expected for a full year.
Consolidation
The Company's financial statements consolidate all of its affiliates in which it has a controlling financial interest, most often because the Company holds a majority voting interest. To determine if the Company holds a controlling financial interest in an entity, the Company first evaluates if it is required to apply the variable interest entity (“VIE”) model to the entity, otherwise the entity is evaluated under the voting interest model.
Where the Company holds current or potential rights that give it the power to direct the activities of a VIE that most significantly impact the VIE's economic performance combined with a variable interest that gives the Company the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company has a controlling financial interest in that VIE. Rights held by others to remove the party with power over the VIE are not considered unless one party can exercise those rights unilaterally. When changes occur to the design of an entity, the Company reconsiders whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in a VIE.
The Company holds a controlling financial interest in other entities where it currently holds, directly or indirectly, more than 50% of the voting rights or where it exercises control through substantive participating rights or as a general partner. Where the Company is a general partner, it considers substantive removal rights held by other partners in determining if it holds a controlling financial interest. The Company reevaluates whether it has a controlling financial interest in these entities when its voting or substantive participating rights change.
Associated companies are unconsolidated VIE's and other entities in which the Company does not have a controlling financial interest, but over which it has significant influence, most often because the Company holds a voting interest of 20% to 50%. Associated companies are accounted for as equity method investments. Results of associated companies are presented on a one-line basis in other income. Investments in, and advances to, associated companies are presented on a one-line basis in the other long-term assets line item in our condensed consolidated balance sheet, net of allowance for losses, which represents the Company's best estimate of probable losses inherent in such assets.
Use of Estimates
The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company reviews its estimates on a regular basis and makes adjustments based on historical experience and existing and expected future conditions. Estimates are made with respect to, among other matters, recognition of revenue, costs of transportation and services, direct operating expenses, estimated useful lives of property and equipment, recoverability of long-lived assets, estimated legal accruals, estimated restructuring accruals, estimated employee benefit obligations, valuation allowances for deferred taxes, reserve for uncertain tax positions, probability of achieving performance targets for vesting of performance-based restricted stock units, and allowance for doubtful accounts. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates, which have been discussed with the Audit Committee of the Company’s Board of Directors, are reasonable; however, actual results could differ from these estimates.
Significant Accounting Policies
Revenue Recognition
The Company recognizes revenue at the point in time when delivery is completed and the shipping terms of the contract have been satisfied, or in the case of the Company’s Logistics segment, based on specific, objective criteria within the provisions of each contract as described below. Related costs of delivery and service are accrued and expensed in the same period the associated revenue is recognized. Revenue is recognized once the following criteria have been satisfied:
 
Persuasive evidence of an arrangement exists;
Services have been rendered;

9


The sales price is fixed or determinable; and
Collectability is reasonably assured.
The Company’s Logistics segment recognizes a significant portion of its revenue based on objective criteria that do not require significant estimates or uncertainties. Revenues on cost-reimbursable contracts are recognized by applying a factor to costs as incurred, such factor being determined by the contract provisions. Revenues on unit-price contracts are recognized at the contractual selling prices or as work is completed. Revenues on time and material contracts are recognized at the contractual rates as the labor hours and direct expenses are incurred. Revenues from fixed-price contracts are recognized as services are provided, unless revenues are earned and obligations fulfilled in a different pattern. Generally, the contracts contain provisions for adjustments to future pricing based upon changes in volumes, services and other market conditions, such as inflation. Revenues relating to such incentive or contingency payments are recorded when the contingency is satisfied and the Company concludes the amounts are earned.
The Company evaluates all agreements for multiple elements and aggregation of individual agreements into multiple element agreements. Within its intermodal business, the Company has entered into certain agreements that represent multiple-deliverable arrangements. Deliverables under the arrangements represent separate units of accounting that have stand-alone value and no customer-negotiated refunds or return rights exist for the delivered services. These deliverables consist of network management fees, equipment use fees, ocean carrier intermodal services and drayage services. Revenue is allocated to each deliverable based on the relative selling price method. The relative selling price method is based on a hierarchy consisting of vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling prices (“ESP”), if neither VSOE nor TPE is available. For the ocean carrier intermodal and drayage services, revenue is allocated based on VSOE. VSOE is not available for either the network management fees or the equipment fees. TPE was established for the equipment fees by evaluating similar and interchangeable competitor services in stand-alone sales. TPE could not be established for the network management fees. Therefore, the Company determined ESP for the network management fees by considering several external and internal factors including, but not limited to, pricing practices, similar product offerings, margin objectives and internal costs. ESP for each deliverable is updated, when appropriate, to ensure that it reflects recent pricing experience. Revenue is recognized for each of the deliverables when the revenue recognition conditions discussed above are met. No other multiple element arrangements have been identified.
For all 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 Standard Codification (“ASC”) Topic 605, “Reporting Revenue Gross as Principal Versus Net as an Agent.” The Company believes presentation on a gross basis is appropriate under ASC Topic 605 in light of the following factors:
 
The Company is the primary obligor and is responsible for providing the service desired by the customer.
The customer holds the Company responsible for fulfillment, including the acceptability of the service (requirements may include, for example, on-time delivery, handling freight loss and damage claims, establishing pick-up and delivery times, tracing shipments in transit, and providing contract-specific services).
For the Company’s expedited, truck brokerage, last mile and intermodal businesses, the Company has complete discretion to select contractors or other transportation providers (collectively, “service providers”). For its freight forwarding business, the Company enters into agreements with significant service providers that specify the cost of services, among other things, and has ultimate authority in providing approval for all service providers that can be used by its independently-owned stations. Independently-owned stations may further negotiate the cost of services with approved service providers for individual customer shipments.
The Company has complete discretion to establish sales and contract pricing. 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.

10


Restricted Cash
As of June 30, 2015, the current portion of restricted cash consists of $690.5 million held to fund the purchase of shares of Norbert Dentressangle SA under the Tender Offer, as discussed further in Note 3—Acquisitions. The long-term portion primarily consists of cash held to fund healthcare claims for employees in the Company's Logistics business who are covered by the McNamara-O’Hara Service Contract Act (SCA) and cash held as security under captive insurance contracts.
Other Current Assets
Other current assets consist primarily of value-added tax receivables; inventory; other miscellaneous receivables; and other current assets. Inventories are stated at cost using the weighted average cost method and consist primarily of diesel fuel, vehicle spare parts and various consumable supplies. The following table outlines the Company’s other current assets as of June 30, 2015 and December 31, 2014 (in millions):
 
As of June 30, 2015
 
As of December 31, 2014
Value-added tax receivables
$
98.9

 
$

Miscellaneous receivables
37.5

 
5.4

Inventory
25.1

 
1.3

Other current assets
32.9

 
0.7

   Total Other Current Assets
$
194.4

 
$
7.4

Property and Equipment
Property and equipment are generally recorded at cost or in the case of acquired property and equipment at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. When assets are sold, the applicable costs and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. For internally-developed software, the Company has adopted the provisions of ASC Topic 350, “Intangibles—Goodwill and
Other.” Accordingly, certain costs incurred in the planning and evaluation stage of internally-developed computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internally-developed software also includes the fair value of acquired internally-developed technology.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:
Classification
Estimated Useful Life
Buildings and leasehold improvements
Term of lease to 40 years
Vehicles, trailers and tankers
5 to 13 years
Rail cars, container and chassis
15 to 30 years
Machinery and equipment
5 to 10 years
Office and warehouse equipment
5 to 10 years
Computer software and equipment
3 to 5 years
For additional information, refer to Note 7—Property and Equipment.
Intangible Assets with Definite Lives
The Company’s intangible assets subject to amortization consist of customer lists and relationships, carrier relationships, trade names, non-compete agreements, and other intangibles. Customer lists and relationships and trade names are amortized on an accelerated basis over the period of economic benefit based on the estimated cash flows attributable to the related intangible assets. Non-compete agreements, carrier relationships and other intangibles are amortized on a straight-line basis over the estimated useful lives of the related intangible asset. The range of estimated useful lives and the weighted-average useful lives of the respective intangible assets by type are as follows:

11


Classification
Estimated Useful Life
Weighted-Average Amortization Period
Customer lists and relationships
3 to 15 years
11.58 years
Carrier relationships
2 years
2.00 years
Trade names
5 months to 3.5 years
3.05 years
Non-compete agreements
Term of agreement
4.57 years
Other intangible assets
1.5 to 5 years
4.24 years
For additional information, refer to Note 8—Intangible Assets.
Accrued Expenses, Other
Accrued expenses, other consist primarily of accrued value-added tax and other taxes; accrued estimated litigation liabilities; accrued interest on the Company's outstanding debt; accrued purchased services; accrued insurance claims; accrued transportation and facility charges; accrued equipment costs, including maintenance; and other accrued expenses. The following table outlines the Company’s accrued expenses, other as of June 30, 2015 and December 31, 2014 (in millions):

As of June 30, 2015

As of December 31, 2014
Accrued value-added tax and other taxes
$
137.5

 
$
1.3

Accrued estimated litigation liabilities
$
62.2


$
11.5

Accrued interest
37.9

 
15.1

Accrued purchased services
32.0

 
18.9

Accrued insurance claims
14.4

 
5.8

Accrued transportation and facility charges
11.3


4.9

Accrued equipment costs
6.1

 
7.4

Other accrued expenses
24.0

 
4.9

   Total Accrued Expenses, Other
$
325.4

 
$
69.8

Other Current Liabilities
Other current liabilities consist primarily of deferred revenue; estimated acquisition earnout liability; current portion of interest rate swap liability; and other current liabilities, including driver escrow accounts and other miscellaneous liabilities. The following table outlines the Company’s other current liabilities as of June 30, 2015 and December 31, 2014 (in millions):
 
As of June 30, 2015
 
As of December 31, 2014
Deferred revenue
$
48.8

 
$
0.5

Acquisition earnout liability
29.0

 

Current portion of interest rate swap liability
4.6

 

Other current liabilities
21.6

 
6.2

   Total Other Current Liabilities
$
104.0

 
$
6.7

Fair Value Measurements
FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy:
Level 1—Quoted prices for identical instruments in active markets;
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and
Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.
The aggregate net fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximated their fair values as of June 30, 2015

12


and December 31, 2014, respectively. These financial instruments include cash, accounts receivable, notes receivable, accounts payable, accrued expense, current maturities of long-term debt, and redeemable noncontrolling interests. Fair values approximate carrying values for these financial instruments since they are short-term in nature and are receivable or payable on demand. The fair value of the asset financing approximates carrying value since the debt is primarily issued at a floating rate, may be prepaid any time at par without penalty and the remaining life is short-term in nature.
The carrying amounts for money market funds are a reasonable estimate of fair value and quoted market prices are available. The fair value of the Company's Senior Notes due 2022, Senior Notes due 2019, and convertible senior notes was estimated using quoted market prices for identical instruments in active markets. The fair value of the Company's Senior Notes due 2021, private placement notes due 2020, and private placement notes due 2019 was estimated using inputs that are readily available market inputs for long-term debt with similar terms and maturities. For additional information refer to Note 6—Debt. The Company's cross-currency swap, interest rate swap and foreign currency forward derivatives include over-the-counter derivatives that are primarily valued using models that rely on observable market inputs, such as currency exchange rates and yield curves. For additional information refer to Note 15—Derivative Instruments. The following table summarizes the carrying value and estimated fair value of the Company's financial instruments (in millions):
 
As of June 30, 2015
 
Carrying Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Money market funds
$
376.1

 
$
376.1

 
$
376.1

 
$

 
$

Derivative instruments
(40.0
)
 
(40.0
)
 

 
(40.0
)
 

Senior notes due 2022
1,600.0

 
1,567.8

 
1,567.8

 

 

Senior notes due 2021
559.5

 
549.7

 

 
549.7

 

Senior notes due 2019
914.7

 
963.0

 
963.0

 

 

Convertible senior notes
64.1

 
201.5

 
201.5

 

 

Euro private placement notes due 2020
180.6

 
183.2

 

 
183.2

 

Euro private placement notes due 2019
83.9

 
80.9

 

 
80.9

 

 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2014
 
Carrying Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Money market funds
$
330.8

 
$
330.8

 
$
330.8

 
$

 
$

Senior notes due 2019
500.0

 
527.5

 
527.5

 

 

Convertible senior notes
91.9

 
271.3

 
271.3

 

 

Derivative Instruments
The Company records all derivative instruments in the condensed consolidated balance sheets as assets or liabilities at fair value. The Company’s accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the derivative based upon the exposure being hedged. The effective portions of cash flow hedges are recorded in accumulated other comprehensive income in the condensed consolidated balance sheets until the hedged item is recognized in earnings. The effective portions of net investment hedges are recorded in accumulated other comprehensive income in the condensed consolidated balance sheets as a part of the cumulative translation adjustment. The ineffective portions of cash flow hedges and net investment hedges are recorded in interest expense in the condensed consolidated statements of operations. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in other expense in the condensed consolidated statements of operations.
For additional information, refer to Note 15—Derivative Instruments.
Defined Benefit Pension Plans
Defined benefit pension plan obligations are calculated using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent the Company's best estimates based on information available regarding historical experience and factors that may cause future expectations to differ from past experiences. Differences in actual experience or changes in assumptions could materially impact the Company's obligation and future expense amounts.

13


The impact of plan amendments and actuarial gains and losses are recorded in accumulated other comprehensive income, and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan.
For additional information, refer to Note 13—Employee Benefit Plans.
Foreign Currency Translation and Transactions
The assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in accumulated other comprehensive income in the condensed consolidated balance sheets. The assets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of the Company's foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented. Foreign currency transactions recognized in the condensed consolidated statements of operations are converted to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in other expense in the condensed consolidated statements of operations.
Foreign currency transaction and remeasurement losses were $19.8 million and $0.1 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $20.0 million and $0.1 million for the six-month periods ended June 30, 2015 and 2014, respectively.
3. Acquisitions
2015 Acquisitions
Norbert Dentressangle SA
On April 28, 2015, XPO entered into (1) a Share Purchase Agreement (the “Share Purchase Agreement”) relating to Norbert Dentressangle SA, a French société anonyme (“ND”), among Dentressangle Initiatives, a French société par actions simplifiée, Mr. Norbert Dentressangle, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle, Ms. Marine Dentressangle and XPO and (2) a Tender Offer Agreement (the “Tender Offer Agreement” and, together with the Share Purchase Agreement, the “ND Transaction Agreements”) between XPO and ND. The ND Transaction Agreements provided for the acquisition of a majority stake in ND by XPO, followed by an all-cash simplified tender offer by XPO to acquire the remaining outstanding shares.
On June 8, 2015, pursuant to the terms and subject to the conditions of the Share Purchase Agreement, Dentressangle Initiatives, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle and Ms. Marine Dentressangle (collectively, the “Sellers”) sold to XPO and XPO purchased from the Sellers (the “Share Purchase”), all of the ordinary shares of ND owned by the Sellers, representing a total of approximately 67% of the share capital of ND and all of the outstanding share subscription warrants granted by ND to employees, directors or other officers of ND and its affiliates. Total cash consideration paid for the majority interest in the share capital of ND and settlement of the warrants was €1,437.0 million, or $1,603.9 million, excluding acquired debt. Consideration included only the portion of the fair value of the warrants attributable to service performed prior to the acquisition date. The remaining balance was recorded as compensation expense in the post-combination period. In conjunction with the Share Purchase Agreement, the Company agreed to settle certain performance stock awards of ND. Similar to the warrants, the consideration of €11.8 million, or $13.2 million, included only the portion of the fair value attributable to service performed prior to the acquisition date with the balance recorded as compensation expense in the post-combination period. The performance share settlement will be paid in cash with 50% of the awards paid 18 months from the acquisition date and the remaining 50% paid in 36 months. Further, as a result of the acquisition, the Company repaid certain indebtedness and related interest rate swap liabilities of ND totaling €634.1 million, or $711.3 million.
On June 11, 2015, XPO filed with the French Autorité des Marchés Financiers (the “AMF”) a mandatory simplified cash offer (the “Tender Offer”) to purchase all of the outstanding ordinary shares of ND (other than the shares already owned by XPO) at a price of €217.50 per share. On June 23, 2015, the Company received the necessary approval from the AMF to launch the Tender Offer and the Tender Offer was launched on June 25, 2015. The Tender Offer remained open for a period of 16 trading days. As of June 30, 2015, the Company purchased 485,830 shares under the Tender Offer and acquired a total of approximately 72% of the share capital of ND. The total fair value of the consideration provided for the redeemable 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. Refer to Note 18—Subsequent Events for the Company's ownership percentage of ND upon closing of the Tender Offer. Total consideration is summarized in the table below in Euros (“EUR”) and USD:

14


 
In EUR
 
In USD
Cash consideration
1,437.0

 
$
1,603.9

Liability for performance share settlement
11.8

 
13.2

Repayment of indebtedness
634.1

 
711.3

Redeemable noncontrolling interests
702.5

 
784.2

Cash acquired
(133.9
)
 
(150.2
)
Total consideration
2,651.5

 
$
2,962.4

The ND Share Purchase was accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of June 8, 2015, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of June 8, 2015 (in millions):
Consideration
$
2,962.4

Accounts receivable
1,065.0

Prepaid and other current assets
315.6

Income tax receivable
46.6

Deferred tax assets
126.6

Restricted cash
6.3

Property and equipment
730.6

Trade name covenants
40.0

Non-compete agreements
5.6

Customer relationships
844.0

Other long-term assets
11.5

Accounts payable
(809.2
)
Accrued salaries & wages
(236.0
)
Accrued expenses
(178.1
)
Other current liabilities
(117.0
)
Interest rate swap liabilities
(11.5
)
Long-term debt
(637.2
)
Deferred tax liabilities
(364.3
)
Employee benefit obligations
(141.4
)
Other long-term liabilities
(91.0
)
Noncontrolling interests
(7.9
)
Goodwill
$
2,364.2

As of June 30, 2015, the purchase price allocation is considered preliminary. $827.5 million of the goodwill relates to the Transportation reportable segment and $1,536.7 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. ND's revenue and operating income included in the Company's results for the three- and six-months ended June 30, 2015 were $407.0 million and $0.2 million, respectively.
Bridge Terminal Transport, Inc.
On May 4, 2015, the Company entered into a Stock Purchase Agreement with BTTS Holding Corporation to acquire all of the outstanding capital stock of Bridge Terminal Transport, Inc. (“BTT”), a leading asset-light drayage provider in the United States. The closing of the transaction was effective on June 1, 2015. The fair value of the total consideration paid under the BTT Stock Purchase Agreement was $103.8 million and consisted of $103.1 million of cash paid at the time of closing, including an estimate of the working capital adjustment, and $0.7 million of equity.
The BTT acquisition was accounted for as a business combination in accordance with ASC Topic 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance

15


sheet at their estimated fair values as of June 1, 2015 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $54.6 million and definite-lived intangible assets of $29.7 million. All goodwill relates to the Transportation reportable segment and is not deductible for income tax purposes. As of June 30, 2015, the purchase price is considered final, except for the settlement of any working capital adjustments and the fair value of working capital, property & equipment, definite-lived intangible assets, taxes and assumed non-current liabilities.
UX Specialized Logistics
On February 9, 2015, the Company entered into an Asset Purchase Agreement with Earlybird Delivery Systems, LLC to acquire all of the outstanding capital stock of UX Specialized Logistics, LLC (“UX”). The fair value of the total consideration paid under the UX Asset Purchase Agreement was $58.9 million and consisted of $58.1 million of cash paid at the time of closing, including an estimate of the working capital adjustment, and $0.8 million of equity. UX provides last mile logistics and same day delivery services for major retail chains and e-commerce companies. 
The UX acquisition was accounted for as a business combination in accordance with ASC Topic 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of February 9, 2015 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $29.1 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 June 30, 2015, the purchase price is considered final, except for the settlement of any working capital adjustments and the fair value of taxes and assumed liabilities.
2014 Acquisitions
New Breed Logistics
On July 29, 2014, the Company entered into a definitive Agreement and Plan of Merger (the “New Breed Merger Agreement”) with New Breed Holding Company (“New Breed”), providing for the Company to acquire all of New Breed (the “New Breed Transaction”). New Breed is a provider of highly engineered contract logistics solutions for multi-national and medium-sized corporations and government agencies in the United States. The closing of the transaction was effective on September 2, 2014. At the closing, the Company paid $615.9 million in cash including a $1.1 million estimate of the working capital adjustment.
In conjunction with the New Breed Merger Agreement, the Company entered into a subscription agreement with Louis DeJoy, the Chief Executive Officer of New Breed. Pursuant to the subscription agreement, Mr. DeJoy purchased $30.0 million of unregistered XPO common stock at a per share purchase price in cash equal to (1) the closing price of XPO common stock on the New York Stock Exchange on July 29, 2014 with respect to 50% of such purchase and (2) the closing price of XPO common stock on the New York Stock Exchange on the trading day immediately preceding September 2, 2014 with respect to the remaining 50% of such purchase. Due to the interrelationship between the New Breed Merger Agreement and the subscription agreement, the Company considers the substance of the consideration paid to be a combination of net cash and equity as described below.
The fair value of the total consideration paid under the New Breed Merger Agreement was $615.9 million and consisted of $585.8 million of net cash paid at the time of closing, including an estimate of the working capital adjustment, and $30.1 million of equity representing the fair value of 1,060,598 shares of the Company’s common stock at the closing market price of $32.45 per share on September 2, 2014 less a marketability discount on the shares issued due to a holding period restriction. The net cash paid at the time of closing consisted of $615.8 million less the $30.0 million used by Louis DeJoy to purchase XPO common stock per the subscription agreement.
The New Breed Transaction was accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of September 2, 2014, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of September 2, 2014 (in millions):

16


Consideration
$
615.9

Cash and cash equivalents
1.8

Accounts receivable
112.1

Prepaid and other current assets
11.8

Income tax receivable
17.9

Restricted cash
8.5

Property and equipment
112.7

Trademarks/trade names
4.5

Contractual customer relationships asset
115.1

Contractual customer relationships liability
(5.6
)
Non-contractual customer relationships
15.2

Other long-term assets
7.3

Accounts payable
(17.7
)
Accrued expenses
(33.4
)
Deferred tax liabilities, non-current
(76.7
)
Other long-term liabilities
(9.3
)
Goodwill
$
351.7

As of June 30, 2015, the purchase price allocation is considered final, except for the fair value of taxes and assumed liabilities. All goodwill relates to the Logistics reportable segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. The working capital adjustments in connection with this acquisition have been finalized, and there was no material change in the purchase price as a result.
Atlantic Central Logistics
On July 28, 2014, the Company entered into a Stock Purchase Agreement with Perry Barbaruolo, Thomas G. Bartley, Robert Humes II, Jeffrey E. Patterson, Brian Ruane, The Bryn Mawr Trust Company of Delaware, as Trustee of the Perry Barbaruolo 2014 Delaware Trust, Thomas Bartley, as Trustee of the Janice C. Day 2014 Trust, Thomas Bartley, as Trustee of the Jessica M. Clark 2014 Trust, Thomas Bartley, as Trustee of the Jacqueline M. Patterson 2014 Trust, Thomas Bartley, as Trustee of the Patterson 2014 Grandchildren's Trust, The Bryn Mawr Trust Company of Delaware as Trustee of the Brian Ruane 2014 Delaware Trust, and The Bryn Mawr Trust Company of Delaware, as Trustee of the Richard Roberts 2014 Trust to acquire all of the outstanding capital stock of Simply Logistics, Inc. d/b/a Atlantic Central Logistics (“ACL”) for $36.2 million in cash consideration and deferred payments. ACL provides e-commerce fulfillment services by facilitating the time-sensitive, local movement of goods between distribution centers and the end-consumer. 
The ACL acquisition was accounted for as a business combination in accordance with ASC Topic 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of July 28, 2014 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $25.1 million and definite-lived intangible assets of $12.5 million. All goodwill relates to the Transportation reportable segment. The goodwill as a result of the acquisition is not deductible for income tax purposes. As of June 30, 2015, the purchase price is considered final. The working capital adjustments in connection with this acquisition have been finalized, and there was no material change in the purchase price as a result.
Pacer International
On January 5, 2014, the Company entered into a definitive Agreement and Plan of Merger (the “Pacer Merger Agreement”) with Pacer International, Inc. (“Pacer”), providing for the acquisition of Pacer by the Company (the “Pacer Transaction”). Pacer is an asset-light North American freight transportation and logistics services provider. The closing of the transaction was effective on March 31, 2014 (the “Effective Time”).
At the Effective Time, each share of Pacer’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $6.00 in cash and (ii) 0.1017 of a share of XPO common stock, which amount is equal to $3.00 divided by the average of the volume-weighted average closing prices of XPO common stock for the ten trading days prior to the Effective Time (the “Pacer Merger Consideration”). Pursuant to the terms of the Pacer Merger Agreement, all vested and unvested Pacer options outstanding at the Effective Time were settled in cash based on the value of the Pacer Merger Consideration. In addition, all Pacer restricted stock, and all vested and unvested

17


Pacer restricted stock units and performance units outstanding at the Effective Time were converted into the right to receive the Pacer Merger Consideration. The fair value of the total consideration paid under the Pacer Merger Agreement was $331.5 million and consisted of $223.3 million of cash paid at the time of closing and $108.2 million of equity representing the fair value of 3,688,246 shares of the Company’s common stock at the closing market price of $29.41 per share on March 31, 2014 less a marketability discount on a portion of shares issued to certain former Pacer executives due to a holding period restriction. The marketability discount did not have a material impact on the fair value of the equity consideration provided.
The Pacer Transaction was accounted for as a business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their fair values as of March 31, 2014, with the remaining unallocated purchase price recorded as goodwill. Goodwill represents the expected synergies and cost rationalization from the merger of operations as well as intangible assets that do not qualify for separate recognition such as an assembled workforce. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of March 31, 2014 (in millions):
Consideration
$
331.5

Cash and cash equivalents
22.3

Accounts receivable
119.6

Prepaid and other current assets
9.4

Deferred tax assets, current
1.4

Property and equipment
43.5

Trademarks/trade names
2.8

Non-compete agreements
2.3

Contractual customer relationships
66.3

Non-contractual customer relationships
1.0

Deferred tax assets, long-term
1.4

Other long-term assets
2.4

Accounts payable
(71.6
)
Accrued salaries and wages
(3.1
)
Accrued expenses, other
(50.6
)
Other current liabilities
(2.0
)
Other long-term liabilities
(11.6
)
Goodwill
$
198.0

The purchase price allocation is considered final. All goodwill relates to the Transportation reportable segment. The carryover of the tax basis in goodwill is deductible for income tax purposes while the step-up in goodwill as a result of the acquisition is not deductible for income tax purposes. Total tax deductible goodwill was $323.2 million on the acquisition date of March 31, 2014. The difference between book and tax goodwill represents the tax basis in goodwill from acquisitions made by Pacer prior to the acquisition by XPO.
Pro Forma Financial Information
The following unaudited pro forma consolidated results of operations for the six-month periods ended June 30, 2015 and 2014 present consolidated information of the Company as if the acquisitions of ND, New Breed and Pacer had occurred as of January 1, 2014 (in millions):
 
Pro Forma Six
Months Ended
June 30, 2015
 
Pro Forma Six
Months Ended
June 30, 2014
Revenue
$
4,471.0

 
$
4,392.2

Operating income (loss)
$
40.3

 
$
(13.1
)
Net loss available to common shareholders
$
(87.9
)
 
$
(116.2
)
Loss per common share

 

Basic
$
(0.80
)
 
$
(1.43
)
Diluted
$
(0.80
)
 
$
(1.43
)

18


The unaudited pro forma consolidated results for the six-month periods were prepared using the acquisition method of accounting and are based on the historical financial information of ND, New Breed, Pacer and the Company. The unaudited pro forma consolidated results incorporate historical financial information for all significant acquisitions pursuant to SEC regulations since January 1, 2014. The historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed these acquisitions on January 1, 2014.
4. 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 six-month period ended June 30, 2015 and included in the Company's condensed consolidated statement of operations as sales, general and administrative expense is summarized below (in millions). The table also includes charges recorded on ND's opening balance sheet which were incurred prior to the acquisition date. Only ND restructuring initiatives in existence at the acquisition date were included in the purchase price allocation.
 
 
 
Six months ended June 30, 2015
 
 
 
Reserve Balance at December 31, 2014
 
From ND Acquisition
 
Charges Incurred
 
Payments
 
Reserve Balance at June 30, 2015
Transportation
 
 
 
 
 
 
 
 
 
    Contract termination
$

 
$
0.1

 
$

 
$

 
$
0.1

    Facilities

 
2.0

 

 

 
2.0

    Severance

 
0.6

 
0.3

 

 
0.9

    Total

 
2.7

 
0.3

 

 
3.0

Logistics
 
 
 
 
 
 
 
 
 
    Contract termination

 
2.6

 

 

 
2.6

    Facilities

 
10.8

 
0.8

 

 
11.6

    Severance

 
8.9

 

 
(0.1
)
 
8.8

    Total

 
22.3

 
0.8

 
(0.1
)
 
23.0

Corporate
 
 
 
 
 
 
 
 
 
    Contract termination
3.8

 

 
3.3

 
(1.3
)
 
5.8

    Severance
1.3

 

 

 
(1.0
)
 
0.3

    Total
5.1

 

 
3.3

 
(2.3
)
 
6.1

Total restructuring plans
$
5.1

 
$
25.0

 
$
4.4

 
$
(2.4
)
 
$
32.1

5. Commitments and Contingencies
Lease Commitments
As of June 30, 2015, the Company had approximately $1,800.0 million in future minimum payments required under operating leases for various real estate, double-stack railcars, containers, chassis, tractors, data processing equipment, transportation and office equipment leases that have an initial or remaining non-cancellable lease term. Remaining future minimum payments related to these operating leases amount to approximately $415.9 million, $280.0 million, $259.1 million, $226.8 million, and $618.2 million for the twelve-month periods ending June 30, 2016, 2017, 2018, 2019, and 2020 and thereafter, respectively.
Rent expense was approximately $65.6 million and $14.2 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $95.9 million and $19.2 million for the six-month periods ended June 30, 2015 and 2014, respectively.
Litigation
The Company is involved, and will continue to be involved, in numerous legal proceedings arising out of the conduct of its business. These proceedings may include, among other matters, claims for property damage or personal injury incurred in connection with the transportation of freight and employment-related claims, including claims involving asserted breaches of

19


employee restrictive covenants and tortious interference with contract. These proceedings also include numerous purported class-action lawsuits, multi-plaintiff and individual lawsuits and state tax and other administrative proceedings that claim that the Company’s owner operators or contract carriers should be treated as employees, rather than independent contractors. These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both.
The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. In connection with certain acquisitions of privately-held businesses, the Company has retained purchase price holdbacks to provide security for a negotiated duration with respect to damages incurred in connection with pre-acquisition claims and litigation matters. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued therefor or the applicable purchase price holdback, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or states that such an estimate cannot be made. The evaluation as to whether a loss is reasonably possible or probable is based on the Company’s assessment, in conjunction with legal counsel, regarding the ultimate outcome of the matter.
The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which the Company is presently party will have a material adverse effect on its results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred.
The Company carries liability and excess umbrella insurance policies that it deems sufficient to cover potential legal claims arising in the normal course of conducting its operations as a transportation company. The liability and excess umbrella insurance policies do not cover the misclassification claims described in this Note. In the event the Company is required to satisfy a legal claim in excess of the coverage provided by this insurance, the Company’s financial condition, results of operations or cash flows could be negatively impacted.
Intermodal Drayage Classification Claims
Certain of the Company’s intermodal drayage subsidiaries, which were acquired on March 31, 2014, received notices from the California Labor Commissioner, Division of Labor Standards Enforcement (the “DLSE”), that a total of 153 owner operators contracted with these subsidiaries have filed claims with the DLSE in which they assert that they should be classified as employees, as opposed to independent contractors. These claims seek reimbursement for the owner operators’ business expenses, including fuel, tractor maintenance and tractor lease payments. After a decision was rendered by a DLSE hearing officer in seven of these claims, the Company appealed the decision to California Supreme Court, San Diego, where a de novo trial was held on the merits of those claims. On July 17, 2015, the court issued a final statement of decision finding that the seven claimants were employees rather than independent contractors, and awarding an aggregate of $2.0 million to the claimants. The court’s judgment is subject to appeal, and the Company is evaluating its options with respect to these claims. The Company cannot provide assurance that the Company will determine to pursue an appeal or that an appeal will be successful. The remaining DLSE claims have been transferred to California Superior Court in three separate actions involving approximately 200 claimants, including the 153 claimants mentioned above. These matters are in the initial procedural stages.
The subsidiary also is a party to a putative class action litigation brought by Edwin Molina 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 claims under the actions pending in California Superior Court as described above. This matter is in the initial stages of discovery and the court has not yet determined whether to certify the matter as a class action. The Company has reached a tentative agreement to settle this litigation with the claimant, subject to court approval and acceptance by a minimum percentage of members of the purported class. There can be no assurance that the settlement agreement will be finalized and executed, that the court will approve any such settlement agreement or that it will be accepted by the requisite members of the purported class.

20


6. Debt
Senior Notes
On August 25, 2014, the Company completed a private placement of $500.0 million aggregate principal amount of 7.875% Senior Notes due 2019. On February 13, 2015, the Company completed an additional private placement of $400.0 million aggregate principal amount of Senior Notes due 2019 for a total issuance of $900.0 million. The additional Senior Notes due 2019 have terms identical to those of the $500.0 million Senior Notes due 2019 and were issued at a premium of 104%, resulting in a $16.0 million premium. On June 4, 2015, the Company completed a private placement of $1,600.0 million aggregate principal amount of 6.5% fixed rate Senior Notes due 2022 and €500.0 million Euro-denominated aggregate principal amount of 5.75% fixed rate Senior Notes due 2021. Total unamortized debt issuance costs related to the Senior Notes classified in other long-term assets at June 30, 2015 are $46.2 million.
The Senior Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and, outside the United States, only to non-U.S. investors pursuant to Regulation S. The Senior Notes were not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. The Senior Notes due 2019 bear interest at a rate of 7.875% per annum payable semiannually, in cash in arrears, on March 1 and September 1 of each year, commencing March 1, 2015 and maturing on September 1, 2019. The Senior Notes due 2022 bear interest at a rate of 6.5% per annum payable semiannually, in cash in arrears, on June 15 and December 15 of each year, commencing December 15, 2015 and maturing on June 15, 2022. The Senior Notes due 2021 bear interest at a rate of 5.75% per annum payable semiannually, in cash in arrears, on June 15 and December 15 of each year, commencing December 15, 2015 and maturing on June 15, 2021. The Senior Notes are guaranteed by each of the Company’s direct and indirect wholly-owned restricted subsidiaries (other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, the Company’s existing credit agreement (or certain replacements thereof) or guarantee certain capital markets indebtedness of the Company or any guarantor of the Senior Notes. The Senior Notes and the guarantees thereof are unsecured, unsubordinated indebtedness of the Company and the guarantors. Among other things, the covenants of the Senior Notes limit the Company’s ability to, with certain exceptions: incur indebtedness or issue disqualified stock; grant liens; pay dividends or make distributions in respect of capital stock; make certain investments or other restricted payments; prepay or repurchase subordinated debt; sell or transfer assets; engage in certain mergers, consolidations, acquisitions and dispositions; and enter into certain transactions with affiliates.
Prior to September 1, 2016, the Company may redeem some or all of the Senior Notes due 2019 at a price equal to 100% of the principal amount of the notes plus the applicable “make-whole” premium. The “make-whole” premium equals the greater of 1% of the then outstanding principal amount of the note and the excess of (a) the present value at such redemption date of (i) the redemption price of the note, at September 1, 2016, plus (ii) all required interest payments due on the note through September 1, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the U.S. Treasury rate as of such redemption date, plus 50 basis points; over (b) the then outstanding principal amount of the note. On and after September 1, 2016, the Company may redeem some or all of the notes for a redemption price that declines each year. The initial redemption price is 103.938% of their principal amount, plus accrued interest. The redemption price will decline each year after 2016 and will be 100% of their principal amount, plus accrued interest, beginning on September 1, 2018. In addition, on or prior to September 1, 2016, the Company may redeem up to 40% of the aggregate principal amount of notes with the proceeds of certain equity offerings at 107.875% of their principal amount plus accrued interest. The Company may make such redemption only if, after any such redemption, at least 60% of the aggregate principal amount of notes originally issued remains outstanding.
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. In the case of the Senior Notes due 2022, the “make-whole” premium equals the greater of 1% of the then outstanding principal amount of the note and the excess of (a) the present value at such redemption date of (i) the redemption price of the note, at June 15, 2018, plus (ii) all required interest payments due on the note through June 15, 2018 (excluding accrued but unpaid interest), computed using a discount rate equal to the U.S. Treasury rate as of such redemption date, plus 50 basis points; over (b) the then outstanding principal amount of the note. In the case of the Senior Notes due 2021, the “make-whole” premium equals the greater of 1% of the then outstanding principal amount of the note and the excess of (a) the present value at such redemption date of (i) the redemption price of the note, at December 15, 2017, plus (ii) all required interest payments due on the note through December 15, 2017 (excluding accrued but unpaid interest), computed using a discount rate equal to the Federal Republic of Germany comparable government bond rate as of such redemption date, plus 50 basis points; over (b) the then outstanding principal amount of the note. 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

21


the notes for a redemption price that declines each year. In the case of the Senior Notes due 2022, the initial redemption price is 103.25% of their principal amount, plus accrued interest. The redemption price will decline each year after 2018 and will be 100% of their principal amount, plus accrued interest, beginning June 15, 2020. In the case of the Senior Notes due 2021, the initial redemption price is 102.875% of their principal amount, plus accrued interest. The redemption price will decline each year after 2017 and will be 100% of their principal amount, plus accrued interest, beginning June 15, 2020. 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 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 notes of the applicable series remains outstanding.
Euro Private Placement Notes
In conjunction with the Company's acquisition of ND described in Note 3—Acquisitions, the Company assumed ND's Euro private placement debt of €75.0 million aggregate principal amount of 3.80% Notes due December 20, 2019 (the “Euro Private Placement Notes due 2019”) and €160.0 million aggregate principal amount of 4.00% Notes due December 20, 2020 (the “Euro Private Placement Notes due 2020” and together with the Euro Private Placement Notes due 2019, the “Euro Private Placement Notes”). The Euro Private Placement Notes due 2019 bear interest at a rate of 3.80% per annum payable annually, in cash in arrears, on December 20 of each year, maturing on December 20, 2019. The Euro Private Placement Notes due 2020 bear interest at a rate of 4.00% per annum payable annually, in cash in arrears, on December 20 of each year, maturing on December 20, 2020.
Under the terms of the Euro Private Placement Notes, the Company is required to give notice of the change of control to the holders of the Euro Private Placement Notes within 30 calendar days following its occurrence and the notice must specify the date fixed for early redemption which will be no earlier than 25 business days and no later than 30 business days from the date of the publication of the notice and the period of at least 15 business days from the publication of the notice during which the holders of the Euro Private Placement Notes may exercise their option. The consummation of the ND Share Purchase constituted a change of control under the terms and conditions of the Euro Private Placement Notes. As a result, each holder of the Euro Private Placement Notes has the option to require the Company to redeem all of the Euro Private Placement Notes held by such holder, at their principal amount plus accrued interest. The Company gave the required notice to the holders of the Euro Private Placement Notes in June 2015.
The Euro Private Placement Notes are subject to leverage ratio and indebtedness ratio financial covenants, as defined in the agreements. ND is required to maintain a leverage ratio of less than or equal to 3.50 and an indebtedness ratio of less than or equal to 2.00 as of each semi-annual testing date. As of June 30, 2015, 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. The “make-whole” premium equals the benchmark rate, based on a French government bond with a similar maturity date as the Euro Private Placement Notes, plus 50 basis points, multiplied by the then outstanding principal amount of the Euro Private Placement Notes.
Asset Financing
In conjunction with the Company's acquisition of ND, the Company assumed ND's asset financing arrangements. At June 30, 2015, the Company had outstanding $326.2 million aggregate principal amount of asset financing. 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 June 30, 2015, interest rates on asset financing range from 0.386% to 5.5% and initial terms range from five years to ten years.
Debt Facilities
The Company may from time to time use debt financing for acquisitions and business start-ups, among other things. The Company also enters into long-term debt and capital leases with various third parties from time to time to finance certain operational equipment and other assets used in its business operations. Generally, these loans and capital leases bear interest at market rates, and are collateralized with accounts receivable, equipment and certain other assets of the Company.
As of June 30, 2015, the Company and certain of its wholly-owned subsidiaries, as borrowers, were parties to a $415.0 million multicurrency secured Amended and Restated Revolving Loan Credit Agreement (the “Amended Credit Agreement”) with the lender parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent for such lenders, with a commitment termination date of October 17, 2018. The principal amount of the commitments under the Amended Credit

22


Agreement may be increased by an aggregate amount of up to $100.0 million, subject to certain terms and conditions specified in the Amended Credit Agreement. At June 30, 2015, the Company had outstanding letters of credit of $19.2 million. Total unamortized debt issuance costs related to the Amended Credit Agreement classified in other long-term assets at June 30, 2015 are $2.8 million.
On August 8, 2014, the Company amended its revolving loan facility to permit, among other things, the acquisition of New Breed and the related transactions and the offering of the Senior Notes due 2019. On May 29, 2015, the Company further amended its revolving loan facility to permit, among other things, the acquisition of ND and the related transactions and the offering of the Senior Notes due 2022 and Senior Notes due 2021.
The proceeds of the Amended Credit Agreement may be used by the Company and its subsidiaries for ongoing working capital needs, other general corporate purposes, including strategic acquisitions, and fees and expenses in connection with future transactions. At June 30, 2015, the Company had no amount drawn under the Amended Credit Agreement. Borrowings under the Amended Credit Agreement bear interest at a per annum rate equal to, at the Company’s option, the one, two, three or six month (or such other period less than one month or greater than six months as the lenders may agree) LIBOR rate plus a margin of 1.75% to 2.25%, or a base rate plus a margin of 0.75% to 1.25%. The Company is required to pay an undrawn commitment fee equal to 0.25% or 0.375% of the quarterly average undrawn portion of the commitments under the Amended Credit Agreement, as well as customary letter of credit fees. The margin added to LIBOR, or base rate, will depend on the quarterly average availability of the commitments under the Amended Credit Agreement.
All obligations under the Amended Credit Agreement are secured by substantially all of the Company’s assets and unconditionally guaranteed by certain of its subsidiaries, provided that no foreign subsidiary guarantees, and no assets of any foreign subsidiary secures, any obligations of any of the Company’s domestic borrower subsidiaries. Within the meaning of Regulation S-X, Rule 3-10, XPO has no independent assets or operations, the guarantees of its subsidiaries are full and unconditional and joint and several, and any subsidiaries other than the guarantor subsidiaries are minor. The Amended Credit Agreement contains representations, warranties and covenants that are customary for agreements of this type. Among other things, the covenants in the Amended Credit Agreement limit the Company’s ability to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. In certain circumstances, the Amended Credit Agreement also requires the Company to maintain minimum Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) or, at the Company’s election, maintain a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) of not less than 1.00 to 1.00. If an event of default under the Amended Credit Agreement shall occur and be continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. Certain subsidiaries acquired by the Company in the future may be excluded from the restrictions contained in certain of the foregoing covenants.
Convertible Senior Notes
At June 30, 2015, the Company had outstanding $72.1 million aggregate principal amount of Convertible Notes. Total unamortized debt issuance costs classified in other long-term assets at June 30, 2015 are $1.6 million. Interest is payable on the Convertible Notes on April 1 and October 1 of each year.
During the six-months ended June 30, 2015, the Company issued an aggregate of 2,112,834 shares of the Company’s common stock to certain holders of the Convertible Notes in connection with the conversion of $34.7 million aggregate principal amount of the Convertible Notes. The conversions were allocated to long-term debt and equity in the amounts of $29.3 million and $35.6 million, respectively. A loss on conversion of $6.9 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.

23


The Convertible Notes may be redeemed by the Company on or after October 1, 2015 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The Convertible Notes are currently redeemable under this provision. The Company may redeem the Convertible Notes in whole, but not in part, at a redemption price in cash equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a make-whole premium payment. The “make whole premium” payment or delivery will be made, as the case may be, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, equal to the present values of the remaining scheduled payments of interest on the Convertible Notes to be redeemed through October 1, 2017 (excluding interest accrued to, but excluding, the redemption date), computed using a discount rate equal to 4.50%. The make-whole premium is paid to holders whether or not they convert the Convertible Notes following the Company’s issuance of a redemption notice.
The Convertible Notes do not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. If the Company undergoes a fundamental change, holders may, subject to certain conditions, require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The following table outlines the Company’s debt obligations as of June 30, 2015 and December 31, 2014 (in millions):
 
Interest rates
 
Term (months)
 
As of June 30, 2015
 
As of December 31, 2014
Revolving credit facility
4.38
%
 
60
 
$

 
$

Senior notes due 2022
6.50
%
 
84
 
1,600.0

 

Senior notes due 2021
5.75
%
 
72
 
559.5

 

Senior notes due 2019
7.88
%
 
60
 
900.0

 
500.0

Convertible senior notes
4.50
%
 
60
 
72.1

 
106.8

Euro private placement notes due 2020
4.00
%
 
84
 
179.0

 

Euro private placement notes due 2019
3.80
%
 
72
 
83.9

 

Asset financing
1.38
%
 
66
 
326.2

 

Notes payable
N/A

 
N/A
 
2.1

 
1.8

Capital leases for equipment
1.70
%
 
63
 
39.8

 
0.2

Total debt
 
 
 
 
3,762.6

 
608.8

Plus: unamortized premium on senior notes due 2019
 
 
 
 
14.7

 

Plus: unamortized fair value adjustment on Euro private placement notes
 
 
 
 
1.6

 

Less: unamortized discount on convertible senior notes
 
 
 
 
(8.0
)
 
(14.9
)
Less: current maturities of long-term debt
 
 
 
 
(365.2
)
 
(1.8
)
Total long-term debt, net of current maturities
 
 
 
 
$
3,405.7

 
$
592.1


24


7. Property and Equipment
The following table sets forth the Company’s property and equipment as of June 30, 2015 and December 31, 2014 (in millions):
 
As of June 30, 2015
 
As of December 31, 2014
Property and Equipment, at cost

 

Buildings and leasehold improvements
$
166.7

 
$
33.2

Vehicles, trailers and tankers
337.6

 
4.4

Rail cars, containers and chassis
13.3

 
13.0

Machinery and equipment
236.6

 
44.4

Office and warehouse equipment
63.8

 
32.9

Computer software and equipment
228.6

 
141.3


1,046.6

 
269.2

Less: Accumulated depreciation
(88.1
)
 
(47.3
)
Total Property and Equipment, net
$
958.5

 
$
221.9

The net book value of capitalized internally-developed software totaled $98.8 million and $70.1 million as of June 30, 2015 and December 31, 2014, respectively. Depreciation of property and equipment was $26.5 million and $7.1 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $42.3 million and $10.9 million for the six-month periods ended June 30, 2015 and 2014, respectively.
8. Intangible Assets
The following table sets forth the Company’s identifiable intangible assets as of June 30, 2015 and December 31, 2014 (in millions):
 
As of June 30, 2015
 
As of December 31, 2014
Definite-lived intangibles:
 
 
 
Customer lists and relationships
$
1,266.6

 
$
376.6

Trade name
46.5

 
15.4

Non-compete agreements
16.4

 
9.8

Carrier relationships
12.1

 
12.1

Other intangible assets
2.2

 
2.2

 
1,343.8

 
416.1

Less: Accumulated amortization
(113.4
)
 
(74.6
)
Total Identifiable Intangible Assets, net
$
1,230.4

 
$
341.5

Estimated amortization expense for the definite-lived intangible assets for the years ending December 31, 2015, 2016, 2017, 2018 and 2019 is as follows (in millions): 
 
2015
 
2016
 
2017
 
2018
 
2019
Estimated amortization expense
$
95.0

 
$
151.4

 
$
134.6

 
$
125.7

 
$
119.9

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 $29.6 million and $18.3 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $47.6 million and $25.6 million for the six-month periods ended June 30, 2015 and 2014, respectively.
During the second quarter of 2015, the Company rebranded its services under the single global brand of XPO Logistics. As a result of this action, the Company accelerated the amortization of $1.9 million in definite-lived intangible assets related to the New Breed and NLM trade names based on the reduction in remaining useful lives. The accelerated amortization was

25


recorded during the quarter ended June 30, 2015. All other trade name intangible assets were fully amortized or previously adjusted for acceleration.
9. Goodwill
The following table is a roll-forward of goodwill from December 31, 2014 to June 30, 2015. The current period additions are the result of the goodwill recognized as excess purchase price in the acquisitions of ND, BTT and UX, additional estimated litigation liabilities, and other adjustments related to prior year acquisitions for which the measurement period remained open (in millions). For additional information on the litigation liabilities refer to Note 5—Commitments and Contingencies.
 
Transportation
 
Logistics
 
Total
Goodwill at December 31, 2014
$
577.0

 
$
352.3

 
$
929.3

Acquisitions
911.2

 
1,536.7

 
2,447.9

Impact of foreign exchange translation
2.1

 
3.8

 
5.9

Litigation liability adjustments, net of tax
10.5

 

 
10.5

Other adjustments
(1.2
)
 
(0.6
)
 
(1.8
)
Goodwill at June 30, 2015
$
1,499.6

 
$
1,892.2

 
$
3,391.8

10. Redeemable Noncontrolling Interest
On June 11, 2015, in connection with its acquisition of ND, the Company filed with the AMF the Tender Offer to purchase all of the outstanding ordinary shares of ND (other than the shares already owned by XPO) at a price of €217.50 per ND share. On June 23, 2015, the Company received the necessary approvals from the AMF to launch the Tender Offer and the Tender Offer was launched on June 25, 2015. The Tender Offer remained open for a period of 16 trading days until July 17, 2015. 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, 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. The financial results of ND are attributed to the noncontrolling interests based on their ownership percentage and are disclosed in the condensed consolidated statement of operations. Subsequent to the allocation of earnings, the carrying value has been adjusted to its redemption value as of the balance sheet date with a corresponding adjustment to additional paid-in capital. As of June 30, 2015, the Company purchased 485,830 shares under the Tender Offer and acquired a total of approximately 72% of the share capital of ND. Refer to Note 18—Subsequent Events for the Company's ownership percentage of ND upon closing of the Tender Offer.
The following table is a roll-forward of the redeemable noncontrolling interest from December 31, 2014 to June 30, 2015 (in millions):
As of December 31, 2014
$

ND acquisition noncontrolling interest
784.2

Comprehensive gain attributable to redeemable noncontrolling interest
0.8

Adjustment to record noncontrolling interest at redemption value
1.6

Adjustments for shares purchased, net of currency adjustment
(118.8
)
As of June 30, 2015
$
667.8

11. Stockholders' Equity
Series C Convertible Perpetual Preferred Stock and Common Stock
On May 29, 2015, the Company entered into fifteen separate Investment Agreements (the “Investment Agreements”) with sovereign wealth funds and institutional investors (collectively, the “Purchasers”). Pursuant to the Investment Agreements, on June 3, 2015, the Company issued and sold 15,499,445 shares (the “Purchased Common Shares”) in the aggregate of the Company's common stock, par value $0.001 per share (the “Company Common Stock”), and 562,525 shares (the “Purchased Preferred Stock” and, together with the Purchased Common Shares, the “Purchased Securities”) in the aggregate of the Company’s Series C Convertible Perpetual Preferred Stock, par value $0.001 per share, in a private placement. The purchase price per Purchased Common Share was $45.00 (resulting in aggregate gross proceeds to the Company of approximately $697.5 million), and the purchase price per share of Purchased Preferred Stock was $1,000 (resulting in aggregate gross proceeds to the Company of approximately $562.5 million). Subject to the approval of the Company’s stockholders, the

26


Purchased Preferred Stock will be mandatorily converted into an aggregate of 12,500,546 additional shares of Company Common Stock. The Company intends to hold a special meeting of stockholders to obtain approval for conversion during the third quarter of 2015. The issuance and sale of the Purchased Securities pursuant to the Investment Agreements are exempt from registration under the Securities Act, pursuant to Section 4(a)(2) of the Securities Act, or any state securities laws. The Purchased Securities are “restricted shares” as defined in Rule 144, promulgated under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The aggregate purchase price for the Purchased Securities is $1,260.0 million and the Company received net proceeds of $1,228.1 million after equity issuance costs. The total net proceeds from the investment were allocated between common and preferred stock based on the relative fair values of each instrument.
The Purchased Preferred Stock was issued with an initial conversion price of $45.00 per share. As of May 29, 2015, the Company's common stock price was $49.16. As a result, the conversion feature was issued “in-the-money” and the Company allocated the intrinsic value of the conversion feature of $52.0 million to additional paid-in capital. The beneficial conversion feature is contingent upon receiving approval of the Company's stockholders and will be recognized in net income/(loss) available to common shareholders when stockholder approval is obtained.
Prior to October 3, 2015, holders of the shares of Series C Convertible Perpetual Preferred Stock shall be entitled to participate equally and ratably with the holders of shares of common stock in all dividends on the shares of common stock. Commencing on October 3, 2015, holders of the shares of Series C Convertible Perpetual Preferred Stock shall be entitled to cumulative dividends on the Series C Preferred Stock payable quarterly in January, April, July and October of each year at an annual rate of 7.5% per share; however, the Company intends to mandatorily convert the Series C Preferred Stock into Company Common Stock prior to that date. The Company may make each dividend payment in cash or, at the Company's option, by the issuance of additional shares of Series C Preferred Stock. If dividends are paid-in-kind, the Company will evaluate the need for a beneficial conversion feature upon each issuance by determining if the common stock price then in effect exceeds the accounting conversion price upon issuance.
12. Stock-Based Compensation
During the three- and six-month periods ended June 30, 2015 and 2014, the Company recognized the following stock-based compensation expense in sales, general and administrative expense:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Stock-based compensation expense
$
23.1

 
$
1.6

 
$
25.4

 
$
3.8

The Company did not realize any excess tax benefit for tax deductions from the stock-based compensation plan in the three- and six-month periods ended June 30, 2015 and 2014.
As discussed further in Note 3—Acquisitions, the Company settled the outstanding warrants and certain performance stock awards of ND. The portion of the fair value of the warrants and performance shares not attributable to service performed prior to the acquisition date was recorded as stock-based compensation expense in the post-combination period. The amount of stock-based compensation expense related to the settlement of ND stock awards included in both the three- and six-month periods ended June 30, 2015 was $18.5 million. The $8.5 million of stock-based compensation expense related to the warrants was settled in cash during the second quarter of 2015 in conjunction with the acquisition.
Stock Options
A summary of stock option award activity for the six-month period ended June 30, 2015 is presented below:  
 
 Stock Options
 
 
 
Weighted Average Exercise Price
 
 
 
Weighted Average Grant Date Fair Value
 
Weighted Average Remaining Term
 
Stock
 
 
Exercise
 
 
 
Options
 
 
Price Range
 
 
Outstanding at December 31, 2014
1,344,795

 
$
11.70

 
$2.68 - $27.87
 
$
6.04

 
6.84
Granted

 

 
N/A
 

 
 
Exercised
(48,183
)
 
7.53

 
$2.68 - $23.31
 
2.58

 
 
Forfeited
(20,300
)
 
13.99

 
$12.10 - $17.81
 
5.93

 
 
Outstanding at June 30, 2015
1,276,312

 
$
11.83

 
$2.68 - $27.87
 
$
5.71

 
6.49
Options exercisable at June 30, 2015
843,687

 
$
11.25

 
$2.68 - $27.87
 
$
5.37

 
6.33

27


The stock-based compensation expense for stock options was $0.8 million and $0.3 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $1.3 million and $0.8 million for the six-month periods ended June 30, 2015 and 2014, respectively. As of June 30, 2015, the Company had 843,687 options vested and exercisable and $1.8 million of unrecognized compensation cost related to stock options. The intrinsic value of options vested and exercisable at June 30, 2015 was $28.6 million. The remaining estimated compensation expense related to the existing stock options for the periods ended December 31, 2015, 2016, 2017, 2018 and 2019 is as follows:
 
2015
 
2016
 
2017
 
2018
 
2019
Remaining estimated compensation expense related to existing stock options
$
0.6

 
$
0.8

 
$
0.2

 
$
0.1

 
$
0.1

The total intrinsic value of options exercised during the six-month periods ended June 30, 2015 and 2014 was $1.9 million and $1.0 million, respectively.
Restricted Stock Units and Performance-based Restricted Stock Units
A summary of RSU and PRSU award activity for the six-month period ended June 30, 2015 is presented below:  
 
Restricted Stock Units
 
Performance-based Restricted Stock Units
 
 
 
Weighted Average Grant Date Fair Value
 
Performance-based Restricted
Stock Units
 
Weighted Average Grant Date Fair Value
 
Restricted
 
 
 
 
Stock Units
 
 
 
Outstanding at December 31, 2014
692,823

 
$
15.23

 
1,563,951

 
$
20.86

Granted
25,542

 
40.63

 
271,520

 
29.69

Vested
(36,341
)
 
27.12

 
(79
)
 
27.61

Forfeited
(24,093
)
 
29.41

 
(3,418
)
 
28.47

Outstanding at June 30, 2015
657,931

 
$
15.08

 
1,831,974

 
$
22.16

The stock-based compensation expense for outstanding RSUs was $1.0 million and $1.3 million for the three month-periods ended June 30, 2015 and 2014, respectively, and $2.2 million and $3.0 million for the six-month periods ended June 30, 2015 and 2014, respectively. The total fair value of RSUs vested during the six-month periods ended June 30, 2015 and 2014 was $1.6 million and $1.3 million, respectively. Of the 657,931 outstanding RSUs, 417,217 vest subject to service conditions and 240,714 vest subject to service and market conditions.
The stock-based compensation expense for outstanding PRSUs was $2.8 million and $3.4 million for the three- and six-month periods ended June 30, 2015, respectively. No PRSUs vested during and no stock-based compensation expense was recognized for outstanding PRSUs for the six-month period ended June 30, 2014. Of the 1,831,974 outstanding PRSUs, 1,723,393 vest subject to service and a combination of market and performance conditions and 108,581 vest subject to service and performance conditions.
As of June 30, 2015, the Company had approximately $12.0 million of unrecognized compensation cost related to non-vested RSU and PRSU compensation that is anticipated to be recognized over a weighted-average period of approximately 1.62 years. Remaining estimated compensation expense related to outstanding RSUs and PRSUs for the years ending December 31, 2015, 2016, 2017, 2018 and 2019 is as follows:
 
2015
 
2016
 
2017
 
2018
 
2019
Remaining estimated compensation expense related to outstanding RSUs and PRSUs deemed probable
$
5.2

 
$
4.4

 
$
1.5

 
$
0.8

 
$
0.1

The remaining estimated compensation expense excludes the impact of PRSUs not deemed probable as of June 30, 2015. The unrecognized compensation cost related to PRSUs not deemed probable as of June 30, 2015 is $27.2 million.
13. Employee Benefit Plans
As a result of the Company's acquisition of ND as described in Note 3—Acquisitions, the Company maintains defined benefit pension plans for certain employees in the United Kingdom (the “UK”), France, Italy, the Netherlands, Belgium, Poland, Germany, India and Sri Lanka. The largest portion of the Company's total projected benefit obligation is associated with the UK plans, Christian Salvesen Pension Scheme (“CSPS”) and TDG Pension Scheme (“TDGPS”). The pension plans do

28


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 beginning of each year. Net periodic benefit costs are recorded in sales, general and administrative expense. The funded status of the defined benefit pension plans, which represents the difference between the projected benefit obligation and the fair value of plan assets, is calculated on a plan-by-plan basis. The Company did not have defined benefit pension plans prior to its June 2015 acquisition of ND.
The following tables provide a reconciliation of the changes in the UK plans' projected benefit obligations as of June 30, 2015 (in millions):
Projected benefit obligation at January 1, 2015
$

From ND acquisition
1,393.4

Interest cost
3.5

Actuarial (gain) loss
(24.3
)
Foreign currency exchange rate changes
40.2

Benefits paid
(4.5
)
Projected benefit obligation at June 30, 2015
$
1,408.3

The accumulated benefit obligation of the UK plans is $1,408.3 million as of June 30, 2015.
The following tables provide a reconciliation of the changes in the UK plans' fair value of plan assets as of June 30, 2015 (in millions):
Fair value of plan assets at January 1, 2015
$

From ND acquisition
1,290.5

Actual return on plan assets
(5.5
)
Employer contributions
1.1

Benefits paid
(4.5
)
Foreign currency exchange rate changes
37.3

Fair value of plan assets at June 30, 2015
$
1,318.9