Acquisitions (Tables)

9 Months Ended

Sep. 30, 2015

Business Acquisition Pro Forma Information

The following unaudited pro forma consolidated results of operations for the nine-month periods ended September 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 Nine Months Ended September 30, 2015			Pro Forma Nine Months Ended September 30, 2014
Revenue	$	6,833.1		$	6,725.8
Operating income (loss)	$	83.0		$	39.1
Net loss attributable to common shareholders	$	(169.3	)	$	(139.6	)
Loss per common share
Basic	$	(1.57	)	$	(1.68	)
Diluted	$	(1.57	)	$	(1.68	)

Business Acquisition [Line Items]

Schedule of Fair Value of Consideration Transferred

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



	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
Noncontrolling interests	702.5			784.2
Cash acquired	(134.6		)	(151.0		)
Total consideration	€	2,650.8		$	2,961.6

Recognized Identified Assets Acquired and Liabilities Assumed

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



Consideration	$	2,961.6
Accounts receivable	1,063.5
Prepaid and other current assets	309.1
Income tax receivable	41.4
Deferred tax assets	120.5
Restricted cash	6.3
Property and equipment	727.6
Trade name covenants	40.0
Non-compete agreements	5.6
Customer relationships	817.0
Other long-term assets	11.5
Accounts payable	(803.7		)
Accrued salaries & wages	(237.0		)
Accrued expenses	(180.1		)
Other current liabilities	(153.0		)
Interest rate swap liabilities	(10.9		)
Long-term debt	(637.2		)
Deferred tax liabilities	(355.3		)
Employee benefit obligations	(141.4		)
Other long-term liabilities	(79.3		)
Noncontrolling interests	(7.8		)
Goodwill	$	2,424.8

New Breed Logistics

Business Acquisition [Line Items]

Recognized Identified Assets Acquired and Liabilities Assumed

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



Consideration	$	615.9
Cash and cash equivalents	1.8
Accounts receivable	112.1
Prepaid and other current assets	11.7
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	(75.0		)
Other long-term liabilities	(9.3		)
Goodwill	$	350.1

Pacer International

Business Acquisition [Line Items]

Recognized Identified Assets Acquired and Liabilities Assumed

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