Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 05, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Yellow Corporation | ||
Entity Central Index Key | 0000716006 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding | 51,179,777 | ||
Entity Public Float | $ 63.1 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Trading Symbol | YELL | ||
Entity File Number | 0-12255 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 48-0948788 | ||
Entity Address, Address Line One | 10990 Roe Avenue | ||
Entity Address, City or Town | Overland Park | ||
Entity Address, State or Province | KS | ||
Entity Address, Postal Zip Code | 66211 | ||
City Area Code | 913 | ||
Local Phone Number | 696-6100 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Pursuant to General Instruction G to Form 10-K, information required by Part III of this Form 10-K, either is incorporated herein by reference to a definitive proxy statement filed with the SEC no later than 120 days after the end of the fiscal year covered by this Form 10-K or will be included in an amendment to this Form 10-K filed with the SEC no later than 120 days after the end of the fiscal year covered by this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 439.3 | $ 109.2 |
Restricted amounts held in escrow | 38.7 | 0 |
Accounts receivable, less allowances of $13.8 and $11.4, respectively | 505 | 464.4 |
Prepaid expenses and other | 46.8 | 44.6 |
Total current assets | 1,029.8 | 618.2 |
Property and Equipment: | ||
Cost | 2,795.5 | 2,761.6 |
Less – accumulated depreciation | (2,031.3) | (1,991.3) |
Net property and equipment | 764.2 | 770.3 |
Deferred income taxes, net | 0.9 | 0.6 |
Pension | 63.2 | 6.1 |
Operating lease right-of-use assets | 276 | 386 |
Other assets | 51.7 | 50.4 |
Total Assets | 2,185.8 | 1,831.6 |
Current Liabilities: | ||
Accounts payable | 160.7 | 163.7 |
Wages, vacations and employee benefits | 214.6 | 195.9 |
Current operating lease liabilities | 114.2 | 120.8 |
Claims and insurance accruals | 108.2 | 120.4 |
Other accrued taxes | 68.6 | 25.8 |
Other current and accrued liabilities | 30.4 | 21.3 |
Current maturities of long-term debt | 4 | 4.1 |
Total current liabilities | 700.7 | 652 |
Other Liabilities: | ||
Long-term debt, less current portion | 1,221.4 | 858.1 |
Pension and postretirement | 16.7 | 236.5 |
Operating lease liabilities | 172.6 | 246.3 |
Claims and other liabilities | 297.7 | 279.9 |
Commitments and contingencies | ||
Shareholders’ Deficit: | ||
Cumulative preferred stock, $1 par value per share - authorized 5,000,000 shares | ||
Common stock, $0.01 par value per share - authorized 95,000,000 shares, issued 50,192,000 and 33,715,000 shares, respectively | 0.5 | 0.3 |
Capital surplus | 2,383.6 | 2,332.9 |
Accumulated deficit | (2,365.9) | (2,312.4) |
Accumulated other comprehensive loss | (148.8) | (369.3) |
Treasury stock, at cost (410 shares) | (92.7) | (92.7) |
Total shareholders’ deficit | (223.3) | (441.2) |
Total Liabilities and Shareholders’ Deficit | $ 2,185.8 | $ 1,831.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 13.8 | $ 11.4 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares issued | 50,192,000 | 33,715,000 |
Treasury stock, shares (in shares) | 410 | 410 |
Statements of Consolidated Oper
Statements of Consolidated Operations - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Operating Revenue | $ 4,513.7 | $ 4,871.2 | $ 5,092 |
Operating Expenses: | |||
Salaries, wages and employee benefits | 2,770.1 | 2,963.7 | 2,950 |
Fuel, operating expenses and supplies | 719.1 | 889 | 940.2 |
Purchased transportation | 638.8 | 614.2 | 683.2 |
Depreciation and amortization | 134.9 | 152.4 | 147.7 |
Other operating expenses | 239.6 | 241.2 | 248.8 |
Gains on property disposals, net | (45.3) | (13.7) | (20.8) |
Impairment charges | 0 | 8.2 | 0 |
Total operating expenses | 4,457.2 | 4,855 | 4,949.1 |
Operating Income | 56.5 | 16.2 | 142.9 |
Nonoperating Expenses: | |||
Interest expense | 135.9 | 111.2 | 105.8 |
Loss on extinguishment of debt | 0 | 11.2 | 0 |
Non-union pension and postretirement benefits | (6.3) | 3.1 | 9.4 |
Other, net | 0 | (1) | (3.6) |
Nonoperating expenses, net | 129.6 | 124.5 | 111.6 |
Income (Loss) before income taxes | (73.1) | (108.3) | 31.3 |
Income tax expense (benefit) | (19.6) | (4.3) | 11.1 |
Net Income (Loss) | $ (53.5) | $ (104) | $ 20.2 |
Average Common Shares Outstanding - Basic | 41,694 | 33,252 | 32,983 |
Average Common Shares Outstanding - Diluted | 41,694 | 33,252 | 33,859 |
Earnings (Loss) Per Share - Basic | $ (1.28) | $ (3.13) | $ 0.61 |
Earnings (Loss) Per Share - Diluted | $ (1.28) | $ (3.13) | $ 0.60 |
Statement of Consolidated Compr
Statement of Consolidated Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ (53.5) | $ (104) | $ 20.2 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax [Abstract] | |||
Net actuarial gains (losses) and other adjustments | 204.6 | (51.7) | 1 |
Settlement adjustment | 2.7 | 1.8 | 10.9 |
Amortization of prior net losses | 12.7 | 12.9 | 14.6 |
Amortization of prior net service credit | (0.4) | (0.4) | (0.4) |
Changes in foreign currency translation | 0.9 | 0.4 | (2.6) |
Other comprehensive income (loss) | 220.5 | (37) | 23.5 |
Comprehensive income (loss) | $ 167 | $ (141) | $ 43.7 |
Statements of Consolidated Cash
Statements of Consolidated Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | |||
Net income (loss) | $ (53.5) | $ (104) | $ 20.2 |
Adjustments to reconcile net income (loss) to cash flows from operating activities: | |||
Depreciation and amortization | 134.9 | 152.4 | 147.7 |
Lease amortization and accretion expense | 160.9 | 168 | 0 |
Lease payments | (135) | (155.1) | 0 |
Paid-in-kind interest | 42.4 | 0 | 0 |
Debt-related amortization | 17.5 | 6.7 | 2.7 |
Equity-based compensation and employee benefits expense | 21.8 | 18.6 | 20.3 |
Non-union pension settlement charge | 3.6 | 1.8 | 10.9 |
Gains on property disposals, net | (45.3) | (13.7) | (20.8) |
Loss on extinguishment of debt | 0 | 11.2 | 0 |
Impairment charges | 0 | 8.2 | 0 |
Deferred income tax benefit, net | (14.9) | (3) | (1.1) |
Other noncash items, net | 0.9 | (0.3) | 2.2 |
Changes in assets and liabilities, net: | |||
Accounts receivable | (40.4) | 7.1 | 16.6 |
Accounts payable | (3.6) | (14.8) | 6.1 |
Other operating assets | (23.9) | (1.5) | 5.4 |
Other operating liabilities | 57.1 | (60.1) | 14.6 |
Net cash provided by operating activities | 122.5 | 21.5 | 224.8 |
Investing Activities: | |||
Acquisition of property and equipment | (140.6) | (143.2) | (145.4) |
Proceeds from disposal of property and equipment | 56.1 | 25.9 | 36.4 |
Net cash used in investing activities | (84.5) | (117.3) | (109) |
Financing Activities: | |||
Issuance of long-term debt, net | 374.8 | 570 | 0 |
Repayment of long-term debt | (31.4) | (579) | (31.9) |
Debt issuance costs | (12) | (12.7) | 0 |
Payments for tax withheld on equity-based compensation | (0.6) | (0.9) | (2) |
Net cash provided by (used in) financing activities | 330.8 | (22.6) | (33.9) |
Net Increase (Decrease) In Cash and Cash Equivalents and Restricted Amounts Held in Escrow | 368.8 | (118.4) | 81.9 |
Cash and Cash Equivalents and Restricted Amounts Held in Escrow, Beginning of Year | 109.2 | 227.6 | 145.7 |
Cash and Cash Equivalents and Restricted Amounts Held in Escrow, End of Year | 478 | 109.2 | 227.6 |
Supplemental Cash Flow Information: | |||
Interest paid | (67.6) | (106.8) | (101.2) |
Letter of credit fees paid | (7.1) | (6.8) | (7) |
Income tax paid | $ (1.2) | $ (3.7) | $ (5.5) |
Statement of Consolidated Share
Statement of Consolidated Shareholders' Deficit - USD ($) $ in Millions | Total | Preferred Stock | Common Stock | Capital Surplus | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock, At Cost |
Beginning balance at Dec. 31, 2017 | $ (353.5) | $ 0 | $ 0.3 | $ 2,323.3 | $ (2,228.6) | $ (355.8) | $ (92.7) |
Equity-based compensation | 4.3 | 0 | 4.3 | ||||
Net income (loss) | 20.2 | 20.2 | |||||
Amortization of prior net losses | 14.6 | 0 | 14.6 | ||||
Amortization of prior net service credit | (0.4) | 0 | (0.4) | ||||
Settlement adjustment | 10.9 | 10.9 | |||||
Net actuarial gain (loss) | 1 | 1 | |||||
Changes in foreign currency translation | (2.6) | (2.6) | |||||
Ending balance at Dec. 31, 2018 | (305.5) | 0 | 0.3 | 2,327.6 | (2,208.4) | (332.3) | (92.7) |
Equity-based compensation | 5.3 | 0 | 5.3 | ||||
Net income (loss) | (104) | 0 | (104) | ||||
Amortization of prior net losses | 12.9 | 0 | 12.9 | ||||
Amortization of prior net service credit | (0.4) | 0 | (0.4) | ||||
Settlement adjustment | 1.8 | 0 | 1.8 | ||||
Net actuarial gain (loss) | (51.7) | (51.7) | |||||
Changes in foreign currency translation | 0.4 | 0.4 | |||||
Ending balance at Dec. 31, 2019 | (441.2) | 0 | 0.3 | 2,332.9 | (2,312.4) | (369.3) | (92.7) |
Equity-based compensation | 4.2 | 0 | 4.2 | ||||
Equity issuance - UST commitment fee | 46.7 | 0.2 | 46.5 | ||||
Net income (loss) | (53.5) | 0 | (53.5) | ||||
Amortization of prior net losses | 12.7 | 0 | 12.7 | ||||
Amortization of prior net service credit | (0.4) | 0 | (0.4) | ||||
Settlement adjustment | 2.7 | 0 | 2.7 | ||||
Net actuarial gain (loss) | 204.6 | 204.6 | |||||
Changes in foreign currency translation | 0.9 | 0.9 | |||||
Ending balance at Dec. 31, 2020 | $ (223.3) | $ 0 | $ 0.5 | $ 2,383.6 | $ (2,365.9) | $ (148.8) | $ (92.7) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business | 1. Description of Business Yellow Corporation (also referred to as “Yellow,” the “Company,” “we,” “us” or “our”) is a holding company that, through its operating subsidiaries, offers its customers a wide range of transportation services. In February 2021, YRC Worldwide Inc. completed a name change to Yellow Corporation. We have one of the largest, most comprehensive less-than-truckload (“LTL”) networks in North America with local, regional, national and international capabilities. Through our team of experienced service professionals, we offer expertise in LTL shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. Yellow Corporation provides for the movement of industrial, commercial and retail goods through our LTL subsidiaries including USF Holland LLC (“Holland”), New Penn Motor Express LLC (“New Penn”), USF Reddaway Inc. (“Reddaway”), YRC Inc. and YRC Freight Canada Company (both doing business as, and herein referred to as, “YRC Freight”). Our LTL companies provide regional, national and international services through a consolidated network of facilities located across the United States, Canada, and Puerto Rico. We also offer services through HNRY Logistics, Inc. (“HNRY Logistics”), our customer-specific logistics solutions provider, specializing in truckload, residential, and warehouse solutions. As of December 31, 2020, approximately 79% of our labor force is subject to collective bargaining agreements, which predominantly expire on March 31, 2024. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Accounting Policies | 2. Accounting Policies Accounting policies refer to specific accounting principles and the methods of applying those principles to fairly present our financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed below include those that management has determined to be the most appropriate in preparing our financial statements. Basis of Presentation The accompanying consolidated financial statements include the accounts of Yellow Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. The quarters of Holland and Reddaway consist of thirteen weeks that end on a Saturday either before or after the end of March, June and September, whereas all other operating company quarters end on the natural calendar quarter end. Use of Estimates Management makes estimates and assumptions when preparing the financial statements in conformity with U.S. generally accepted accounting principles which affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to prior year’s balances to conform with current year presentation. Segments and Disaggregation of Revenue The Company provides LTL services through a single integrated organization based upon the joining of our national and regional operations during the enterprise transformation. The Company’s revenue is primarily derived from transporting LTL shipments in the United States and we also offer other services such as truckload services, customer specific logistics solutions, as discussed above, and other services. The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer who manages the business, regularly reviews financial information and allocates resources. Our CODM began evaluating performance and business results, as well as making resource and operating decisions under the single segment view as a result of the business transformation that began during 2019. As such, the Company has determined it has one reporting segment and the composition of our revenue is summarized below with LTL shipments defined as shipments less than 10,000 pounds that move in our network. Consolidated (in millions) 2020 2019 2018 LTL revenue $ 4,093.3 $ 4,494.0 $ 4,690.6 Other revenue 420.4 377.2 401.4 Total revenue $ 4,513.7 $ 4,871.2 $ 5,092.0 Cash and Cash Equivalents Cash and cash equivalents include demand deposits and highly liquid investments purchased with maturities of three months or less. Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes which are classified within accounts payable in the accompanying consolidated balance sheets. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. Fair Value of Financial Instruments From time to time, we hold financial assets held at fair value, which consists of restricted cash held in escrow. Restricted amounts held in escrow are either cash or, at times, invested in money market accounts and are recorded at fair value based on quoted market prices and have typically been level 1 fair value assets. Assets are considered level 1 if their valuations are based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. As of December 31, 2020 and 2019 we had $38.7 million and no restricted amounts held in escrow, respectively. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates their fair value due to the short-term nature of these instruments. The fair value of our long-term debt is included in Note 5 to the consolidated financial statements. Concentration of Credit Risks and Other We sell services and extend credit based on an evaluation of the customer’s financial condition, without requiring collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. We monitor our exposure for credit losses and maintain allowances for anticipated losses. At December 31, 2020, approximately 79% of our labor force was subject to collective bargaining agreements. In 2019, we agreed to a new labor agreement that, among other things, extend the expiration date of our primary labor agreement from March 31, 2019 to March 31, 2024. This also updated the contribution rates under the multi-employer pension plan to which we contribute. The new agreement provided for wage and benefits increases through the term of the agreement. Finally, the new agreement provided for certain changes to work rules and our use of purchased transportation. Revenue Recognition and Revenue-related Reserves The Company’s revenues are primarily derived from the transportation services we provide through the delivery of goods over the duration of a shipment. Upon receipt of the bill of lading, the contract existence criteria is met as evidenced by a legally enforceable agreement between two parties where collectability is probable, thus creating the distinct performance obligation. The Company has elected to expense initial direct costs as incurred because the average shipment cycle is less than one week. The Company recognizes revenue and substantially all the purchased transportation expenses on a gross basis because we direct the use of the transportation service provided and remain responsible for the complete and proper shipment. Inherent within our revenue recognition practices are estimates for revenue associated with shipments in transit and future adjustments to revenue and accounts receivable for collectability and billing adjustments, which are included in our consolidated balance sheets as a reduction to “Accounts receivable”. For shipments in transit, we record revenue based on the percentage of service completed as of the period end and recognize delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to standard transit days. The total revenue earned is accumulated for all shipments in transit at a particular period end and recorded as operating revenue. The magnitude of the impacts of in transit adjustment estimates to the consolidated financial statements are limited due to the short duration, generally less than one week, of the average shipment cycle. The Company’s revenue-related reserves will primarily consist of an allowance for doubtful accounts and rerate reserves. We record an allowance for doubtful accounts based on expected future losses. When estimating the expected future losses, we consider historical uncollectible amounts, known factors surrounding specific customers, as well as overall collection trends. Given the nature of our transportation services, future adjustments may arise which creates variability when establishing the transaction price used to recognize revenue. Rerate reserves, which are common for LTL carriers, are established during a robust process to capture incorrect ratings that require adjustment and could be identified based on many factors, including weight and commodity verifications. Our allowance for doubtful accounts totaled $13.8 million and $11.4 million as of December 31, 2020 and 2019, respectively. Given the nature of our transportation services, future adjustments may arise which creates variability when establishing the transaction price used to recognize revenue. We have a high volume of performance obligations with similar characteristics, therefore we primarily use historical trends to arrive at estimated reserves. Although the majority of rerating occurs in the same month as the original rating, a portion occurs during subsequent periods. At December 31, 2020 and 2019, our consolidated financial statements included a rerate reserve as a reduction to “Accounts Receivable” of $12.6 million and $7.9 million, respectively. For shipments in transit, we record revenue based on the percentage of service completed as of the period end and recognize delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to standard transit days. At December 31, 2020 and 2019, our consolidated financial statements included deferred revenue as a reduction to “Accounts Receivable” of $31.9 million and $25.2 million, respectively. Beginning January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers Self-Insurance Accruals for Claims Claims and insurance accruals, both current and long-term, primarily reflect the estimated settlement cost of claims for workers’ compensation and property damage and liability claims (also referred to as third-party liability claims), and include cargo loss and damage not covered by insurance. We establish and modify reserve estimates for workers’ compensation and property damage and liability claims primarily based upon actuarial analyses prepared by independent actuaries. These reserves are discounted to present value using a risk-free rate based on the year of occurrence. The risk-free rate is the U.S. Treasury rate for maturities that match the expected payout of such claims and was 0.5%, 2.0% and 2.6% for workers’ compensation claims incurred as of December 31, 2020, 2019 and 2018, respectively. The rate was 0.5%, 2.1% and 2.5% for property damage and liability claims incurred as of December 31, 2020, 2019 and 2018, respectively. The process of determining reserve requirements utilizes historical trends and involves an evaluation of accident frequency and severity, claims management, changes in health care costs and certain future administrative costs. The effect of future inflation for costs is considered in the actuarial analysis. Adjustments to previously established reserves are included in operating results in the year of adjustment. Expected aggregate undiscounted amounts and material changes to these amounts related to workers’ compensation and property damage and liability claims, or third-party liability claims, as of December 31 are presented below: (in millions) Workers’ Compensation Third-Party Liability Claims Total Undiscounted settlement cost estimate at December 31, 2018 $ 287.8 $ 73.6 $ 361.4 Estimated settlement cost for 2019 claims 103.3 35.2 138.5 Claim payments, net of recoveries (95.9 ) (36.1 ) (132.0 ) Change in estimated settlement cost for prior claim years (9.6 ) 1.1 (8.5 ) Undiscounted settlement cost estimate at December 31, 2019 $ 285.6 $ 73.8 $ 359.4 Estimated settlement cost for 2020 claims 95.0 36.4 131.4 Claim payments, net of recoveries (88.1 ) (53.6 ) (141.7 ) Change in estimated settlement cost for prior claim years (17.3 ) 13.4 (3.9 ) Undiscounted settlement cost estimate at December 31, 2020 $ 275.2 $ 70.0 $ 345.2 Discounted settlement cost estimate at December 31, 2020 $ 254.9 $ 68.4 $ 323.3 In addition to the amounts above, accrued settlement cost amounts for cargo claims and other insurance related amounts, none of which are discounted, totaled $11.1 million and $13.7 million at December 31, 2020 and 2019, respectively. Estimated cash payments to settle claims which were incurred on or before December 31, 2020, for the next five years and thereafter are as follows: (in millions) Workers’ Compensation Third-Party Liability Claims Total 2021 $ 78.1 $ 24.9 $ 103.0 2022 47.4 19.9 67.3 2023 31.3 12.3 43.6 2024 20.6 6.9 27.5 2025 14.9 3.0 17.9 Thereafter 82.9 3.0 85.9 Total $ 275.2 $ 70.0 $ 345.2 Equity-Based Compensation We have various equity-based employee compensation plans, which are described more fully in Note 7 to our consolidated financial statements. We recognize compensation costs for non-vested shares based on the grant date fair value. For our equity grants, with no performance requirement, we recognize compensation cost on a straight-line basis over the requisite service period based on the grant-date fair value. For our performance-based awards, the Company expenses the grant date fair value of the awards which are probable of being earned in the performance period over the respective service period. Property and Equipment The following is a summary of the components of our property and equipment at cost at December 31: (in millions) 2020 2019 Land $ 235.7 $ 239.9 Structures 780.3 788.4 Revenue equipment 1,236.8 1,228.2 Technology equipment and software 321.5 291.7 Other, including miscellaneous field operations equipment 221.2 213.4 Total property and equipment, at cost $ 2,795.5 $ 2,761.6 We carry property and equipment at cost less accumulated depreciation. We compute depreciation using the straight-line method based on the following service lives: Years Structures 10 - 30 Revenue equipment 10 - 20 Technology equipment and software 3 - 7 Other 3 - 10 For the years ended December 31, 2020, 2019 and 2018, depreciation expense was $133.0 million, $150.5 million and $145.9 million, respectively. We charge maintenance and repairs to expense as incurred and betterments are capitalized. The cost of replacement tires is expensed at the time those tires are placed into service, as is the case with other repair and maintenance costs. Leasehold improvements are capitalized and amortized over the shorter of their useful lives or the remaining lease term. Our capital expenditures for the years ended December 31, 2020 and 2019 were $140.6 million and $143.2 million, respectively. These amounts were principally used to fund the purchase of used tractors and trailers, refurbish engines for our revenue fleet, acquire containers and improve our technology infrastructure. In addition to purchasing new revenue equipment, we also rebuild the engines of our tractors (at certain time or mile intervals). Because rebuilding an engine increases its useful life, we capitalize these costs and depreciate over the remaining useful life of the unit. The cost of engines on newly acquired revenue equipment is capitalized and depreciated over the estimated useful life of the related equipment. Our investment in technology equipment and software consists primarily of freight movement, automation, administrative, and related software. The Company capitalizes certain costs associated with developing or obtaining internal-use software. Capitalizable costs include external direct costs of materials and services utilized in developing or obtaining the software and payroll and payroll-related costs for employees directly associated with the development of the project. Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows expected to be generated by that asset or asset group are less than the carrying value of the long-lived assets, the carrying value would be reduced to the estimated fair value. Leases The Company determines if a contractual agreement is a lease or contains a lease at inception. We lease certain revenue equipment and real estate, predominantly through operating leases, and we have an immaterial number of leases in which we are a lessor. Operating leases are expensed on a straight-line basis over the life of the lease beginning on the lease commencement date. We determine the lease term by assuming the exercise of renewal options that are reasonably certain. The lease term is used to determine whether a lease is finance or operating and is used to calculate rent expense. Additionally, the depreciable life of leased assets and leasehold improvements is limited by the expected lease term. Operating lease balances are classified as operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities on our consolidated balance sheet. We have an immaterial amount of finance leases that are included in property and equipment, other current liabilities, and other long-term liabilities on our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate adjusted for duration and other factors to represent the rate we would have to pay to borrow on a collateralized basis based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease and we will adjust the life of the lease when it is reasonably certain that we will exercise these options. Key assumptions include discount rate, the impact of purchase options and renewal options on our lease term, as well as the assessment of residual value guarantees. We have lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. We have variable lease components, including lease payments with payment escalation based on the Consumer Price Index, and other variable items, such as common area maintenance and taxes. Our revenue equipment leases generally have purchase options. However, in most circumstances we are not typically certain of exercising the purchase option as we may sign a new lease, return the equipment to the lessor, or exercise the option as circumstances dictate. Our revenue equipment leases often contain residual value guarantees, but they are not reflected in our lease liabilities as our lease rates are such that residual value guarantees are not expected to be owed at the end of our leases. Wrecked units are expensed in full upon damage and paid out to the lessor. Our real estate leases will often have an option to extend the lease, but we are typically not reasonably certain of exercising options to extend as we have the ability to move to more advantageous locations over time, relocate to other leased and owned locations, or discontinue service from particular locations over time as customer demand changes. Beginning January 1, 2019, the Company adopted ASU 2016-02, Leases Income Taxes The Company uses the asset and liability method to reflect income taxes on these consolidated financial statements, which results in the recognition of deferred tax assets and liabilities by applying enacted tax rates to the differences between the carrying value of existing assets and liabilities and their respective tax basis and to loss carryforwards. Tax credit carryforwards are recorded as deferred tax assets. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change occurs. The Company assesses the validity of deferred tax assets and loss and tax credit carryforwards and provides valuation allowances when it determines it is more likely than not that such assets, losses, or credits will not be realized. We have not recognized deferred taxes relative to foreign subsidiaries’ earnings that are deemed to be permanently reinvested. Any related taxes associated with such earnings are not material. Newly-Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans Impact of Recently-Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 also removes certain exceptions to the general principles in Topic 740 including elimination of an exception to the general intraperiod tax allocation principle, and also clarifies and amends existing guidance to improve consistent application. While there are additional recently issued accounting standards that are applicable to the Company, none of these standards are expected to have a material impact on our consolidated financial statements and accompanying notes. |
Other Assets and Other Accrued
Other Assets and Other Accrued Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets And Other Accrued Taxes Disclosure [Abstract] | |
Other Assets and Other Accrued Taxes | 3. Other Assets and Other Accrued Taxes The primary components of Other assets at December 31 are as follows: (in millions) 2020 2019 Unamortized UST debt costs - undrawn portion $ 24.1 $ — Intangible assets, net 13.1 15.0 Other (a) 14.5 35.4 Total $ 51.7 $ 50.4 (a) Other includes insurance receivables (which are offset by amounts to be paid for claims in excess of self-insured retention), long-term deposits, and other immaterial assets of varying types. The primary components of Other accrued taxes at December 31 are as follows: (in millions) 2020 2019 Current portion of employer payroll taxes $ 42.8 $ — Other (a) 25.8 25.8 Total $ 68.6 $ 25.8 (a) Other includes liabilities related to operating taxes and licenses, real estate taxes, and other immaterial tax liabilities of varying types. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company is deferring payment of certain employer payroll taxes that resulted in $85.6 million of liabilities as of December 31, 2020, with 50% due December 31, 2021 and 50% due December 31, 2022. The current portion is included in the table above and the long-term portion of the deferred employer payroll tax liability is included in claims and other liabilities on the Company’s consolidated balance sheets. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | 4. Employee Benefits Qualified and Nonqualified Defined Benefit Pension Plans Yellow Corporation and certain of our operating subsidiaries sponsor qualified and nonqualified defined benefit pension plans for certain employees not covered by collective bargaining agreements (approximately 9,000 current, former and retired employees). Qualified and nonqualified pension benefits are based on years of service and the employees’ covered earnings. Employees covered by collective bargaining agreements participate in various multi-employer pension plans to which the Company contributes, as discussed below. The domestic Company defined benefit pension plans closed to new participants effective January 1, 2004 and benefit accruals for participants were frozen effective July 1, 2008. Our actuarial valuation measurement date for our pension plans is December 31. Our long-term strategy has been focused on de-risking these pension plans and improving the overall funded status. In 2017, the Company amended the domestic pension plans to provide an automatic commencement of benefit at age 65, regardless of employment status, in an effort to reduce our long-term pension obligations and ongoing annual pension expense. At the same time, the Yellow Corporation Pension Plan was amended to permit the payment of lump sum benefit payments for those participants who reached age 65. Effective January 1, 2018, the Yellow Corporation Pension Plan was amended to permit the payment of lump sum benefit payments for all participants. These amendments triggered non-cash settlement charges of $3.6 million and $10.9 million in 2020 and 2018, respectively, due to the amount of lump sum benefit payments distributed from plan assets. The lump sum benefit payments reduce pension obligations and are funded from existing plan assets. The non-cash settlement charge results from the requirement to expense the unrecognized actuarial losses associated with the lump sum settlements, which are reflected in nonoperating expenses. These charges had no effect on total equity because the actuarial losses were already recognized in accumulated other comprehensive loss. Accordingly, the effect on retained earnings was offset by a corresponding reduction in accumulated other comprehensive loss. Additionally, the closure of a small plan for Canadian employees in 2019 resulted in lump sum benefit payments and annuity purchase premium transfers. These payments triggered a non-cash settlement charge of $1.8 million. Like other non-cash settlement charges, this was reflected in nonoperating expenses, with a corresponding offset in accumulated other comprehensive loss. During the year ended December 31, 2020, our pension expense was $6.5 million, which includes a $3.6 million expense recognition of settlements from lump sum payouts during the year, as detailed above. Our cash contributions were $36.5 million during the year ended December 31, 2020. Using our current plan assumptions for the discount rate of 2.81% and an updated assumed 5.00% return on assets we expect to record income of $5.6 million for the year ended December 31, 2021. Funded Status The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2020 and 2019, and the funded status at December 31, 2020 and 2019, is as follows: (in millions) 2020 2019 Change in benefit obligation: Benefit obligation at beginning of year $ 1,128.8 $ 1,073.2 Interest cost 37.1 45.7 Benefits paid (102.1 ) (96.7 ) Actuarial (gain) loss 78.5 106.5 Other — 0.1 Benefit obligation at year end $ 1,142.3 $ 1,128.8 Change in plan assets: Fair value of plan assets at prior year end $ 900.0 $ 874.9 Actual return on plan assets 356.3 112.1 Employer contributions 36.5 9.7 Benefits paid (102.1 ) (96.7 ) Fair value of plan assets at year end $ 1,190.7 $ 900.0 Funded status at year end $ 48.4 $ (228.8 ) The overfunded status of the plans of $48.4 million at December 31, 2020 and underfunded status of the plans of $228.8 million at December 31, 2019 are recognized in the consolidated balance sheets as shown in the table below. No plan assets are expected to be returned to the Company during the year ending December 31, 2021. Amounts recognized in the consolidated balance sheets for these pension plans at December 31 are as follows: (in millions) 2020 2019 Noncurrent assets $ 63.2 $ 6.1 Current liabilities 0.7 1.0 Noncurrent liabilities 14.1 233.9 Total $ 48.4 $ (228.8 ) Amounts recognized in accumulated other comprehensive loss at December 31 consist of: (in millions) 2020 2019 Net actuarial loss $ 171.5 $ 406.1 Net prior service credit (9.4 ) (9.8 ) Total $ 162.1 $ 396.3 As shown above, included in accumulated other comprehensive loss at December 31, 2020, are unrecognized actuarial losses of $162.1 million ($152.5 million, net of tax). Information for pension plans with an accumulated benefit obligation (“ABO”) in excess of plan assets and plan assets that exceed ABO at December 31, 2020 and 2019 is as follows: At December 31, 2020 (in millions) ABO Exceeds Assets Assets Exceed ABO Total Projected benefit obligation $ 482.9 $ 659.4 $ 1,142.3 Accumulated benefit obligation 482.9 659.4 1,142.3 Fair value of plan assets 468.1 722.6 1,190.7 At December 31, 2019 (in millions) ABO Exceeds Assets Assets Exceed ABO Total Projected benefit obligation $ 960.9 $ 167.9 $ 1,128.8 Accumulated benefit obligation 960.9 167.9 1,128.8 Fair value of plan assets 726.0 174.0 900.0 Assumptions Weighted average actuarial assumptions used to determine benefit obligations at December 31: 2020 2019 Discount rate 2.81 % 3.56 % Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31: 2020 2019 2018 Discount rate 3.56 % 4.44 % 3.77 % Expected rate of return on assets 7.0 % 7.0 % 7.0 % Mortality table (a) Pri-2012 (MP-2020 Scale, Custom) Pri-2012 (MP-2019 Scale, Custom) RP-2014 (MP-2016 Scale, Custom) (a) The 2020, 2019 and 2018 mortality tables were based on a custom mortality improvement scale to reflect expectations of underlying plan participants. The discount rate refers to the interest rate used to discount the estimated future benefit payments to their present value, also referred to as the benefit obligation. The discount rate allows us to estimate what it would cost to settle the pension obligations as of the measurement date, December 31, and is used as the interest rate factor in the following year’s pension cost. We determine the discount rate by selecting a portfolio of high quality noncallable bonds such that the coupons and maturities exceed or are similar to our expected benefit payments. In determining the expected rate of return on assets, we consider our historical experience in the plans’ investment portfolio, historical market data and long-term historical relationships as well as a review of other objective indices including current market factors such as inflation and interest rates. Due to the historically underfunded nature of these plans we managed our investment portfolio to hedge risks, but primarily focused on risk seeking assets that would provide an opportunity to close the net funded deficit. Based on various market factors, we selected an expected rate of return on assets of 7.0% effective for the 2020 and 2019 valuations. With the net funded status fully funded, meaning the aggregate fair value of the assets exceeds the aggregate projected benefit obligation, as of December 31, 2020 we are reducing the percentage of the portfolio comprised of risk seeking assets and increasing the amount of hedge assets. As such, we have lowered our 2021 expected rate of return to 5.0% based on an improved funded position and a lower risk profile. In addition, these changes should impact the prospective asset allocation detailed below by reducing equities . We will continue to review our expected long-term rate of return on an annual basis and revise appropriately. The pension trust holds no Company securities. Our asset allocation as of December 31, 2020 and 2019, and targeted long-term asset allocation for the plans are as follows: 2020 2019 Target Equities 60 % 33 % 38 % Debt Securities 31 % 30 % 30 % Absolute Return 9 % 37 % 32 % Future Contributions and Benefit Payments We expect cash contributions for all pension plans to be $4.7 million in 2021 and no significant annual contributions in years thereafter. Expected benefit payments from our qualified and non-qualified defined benefit pension plans for each of the next five years and the total benefit payments for the following five years ended December 31 are as follows: (in millions) 2021 2022 2023 2024 2025 2026-2030 Expected benefit payments $ 92.6 $ 88.8 $ 83.7 $ 82.0 $ 82.8 $ 354.1 Pension and Other Post-retirement Costs The components of our net periodic pension cost, other post-retirement costs and other amounts recognized in other comprehensive loss (income) before tax for the years ended December 31, 2020, 2019 and 2018 were as follows: (in millions) 2020 2019 2018 Net periodic benefit cost: Interest cost $ 37.1 $ 45.7 $ 44.1 Expected return on plan assets (61.1 ) (57.3 ) (60.0 ) Amortization of prior net losses 14.3 12.8 14.6 Amortization of prior net service credit (0.4 ) (0.4 ) (0.4 ) Settlement adjustment 3.6 1.8 10.9 Net periodic pension cost (benefit) $ (6.5 ) $ 2.6 $ 9.2 Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income): Net actuarial (gains) losses and other adjustments $ (216.7 ) $ 51.9 $ (0.9 ) Settlement adjustment (3.6 ) (1.8 ) (10.9 ) Amortization of prior net losses (14.3 ) (12.8 ) (14.6 ) Amortization of prior net service credit 0.4 0.4 0.4 Total recognized in other comprehensive loss (income) $ (234.2 ) $ 37.7 $ (26.0 ) Total recognized in net periodic benefit cost and other comprehensive loss (income) $ (240.7 ) $ 40.3 $ (16.8 ) During the years ended December 31, 2020, 2019 and 2018 the income tax expense (benefit) related to amounts in other comprehensive (income) loss was $14.6 million, $(0.3) million and $(0.1) million, respectively. Gains and Losses Gains and losses occur due to changes in the amount of either the projected benefit obligation or plan assets from experience being different than assumed and from changes in assumptions. We recognize an amortization of the net gain or loss as a component of net pension cost for a year if, as of the beginning of the year, that net gain or loss exceeds ten percent of the greater of the benefit obligation or the market-related value of plan assets. If an amortization is required, it equals the amount of net gain or loss that exceeds the ten percent corridor, amortized over the average remaining life expectancy of plan participants. As of December 31, 2020, the pension plans have net losses of $171.5 million and a projected benefit obligation of $1,142.3 million. The average remaining life expectancy of plan participants is approximately 19 years. For 2021, we expect to amortize approximately $12.3 million of the net loss. The comparable annual amortization amounts for the years ended December 31, 2020 and 2019 were $14.3 million and $12.8 million, respectively. Fair Value Measurement Our pension assets are stated at fair value. Fair value is 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. The fair value of Level 1 assets are based on quoted market prices. The majority of the Level 1 assets presented in the table below include common stock of both U.S. and, to a lesser extent, international companies, and mutual funds, which are actively traded and priced in the market. The fair value of Level 2 assets are based on other significant observable inputs, including quoted prices for similar securities. The Level 2 assets presented in the below table consist primarily of fixed income and absolute return funds where values are based on the quoted prices of similar securities and observable market data. Level 3 assets are those where the fair value is determined based on unobservable inputs. The Level 3 assets consist primarily of private equities, and the assets are either priced at cost less cash distributions for recent asset purchases, third-party valuations or discounted cash flow methods. Assets that are not considered Level 1, 2 or 3 assets are valued at the net asset value (“NAV”) of the underlying investments held, as determined by the fund managers. The methods and assumptions used by third-party pricing sources may include a variety of factors, such as recently executed transactions, existing contracts, economic conditions, industry or market developments, and overall credit ratings. These estimated fair values may differ significantly from the values that would have been used had a ready market for these investments existed and as such, differences could be material. The availability of observable data is monitored by plan management to assess appropriate classification of financial instruments within the fair value hierarchy. Depending upon the availability of such inputs, specific securities may transfer between levels. In such instances, the transfer is reported at the end of the reporting period. For example, the pension plans had one significant asset previously recorded at NAV at December 31, 2019 that completed an initial public offering during 2020 and is now recorded as Level 1. The tables below detail by level, within the fair value hierarchy, the pension assets at fair value as of December 31, 2020 and December 31, 2019: Pension Assets at Fair Value as of December 31, 2020 (in millions) Total Level 1 Level 2 Level 3 Equities $ 518.9 $ 518.4 $ 0.5 $ — Private equities 36.9 — — 36.9 Fixed income: Corporate and other 32.1 6.0 17.7 8.4 Government 250.5 55.4 195.1 — Interest bearing 67.0 8.7 58.3 — Investments measured at NAV (a) 285.3 Total plan assets $ 1,190.7 $ 588.5 $ 271.6 $ 45.3 Pension Assets at Fair Value as of December 31, 2019 (in millions) Total Level 1 Level 2 Level 3 Equities $ 67.0 $ 66.6 $ 0.4 $ — Private equities 36.4 — — 36.4 Fixed income: Corporate and other 29.0 2.2 18.4 8.4 Government 204.2 53.3 150.9 — Interest bearing 27.2 15.0 12.2 — Investments measured at NAV (a) 536.2 Total plan assets $ 900.0 $ 137.1 $ 181.9 $ 44.8 (a) Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The table below presents the activity of our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in millions) Private Equities Fixed income Total Level 3 Balance at December 31, 2018 $ 43.4 $ 0.9 $ 44.3 Purchases — 8.1 8.1 Sales (16.7 ) (0.8 ) (17.5 ) Realized gains 1.9 — 1.9 Unrealized gains 7.8 0.2 8.0 Balance at December 31, 2019 $ 36.4 $ 8.4 $ 44.8 Transfers in 19.4 — 19.4 Purchases — 1.6 1.6 Sales (7.7 ) (1.4 ) (9.1 ) Unrealized losses (11.2 ) (0.2 ) (11.4 ) Balance at December 31, 2020 $ 36.9 $ 8.4 $ 45.3 The following table sets forth a summary of the assets for which a reported NAV is used to estimate the fair value as of December 31, 2020: Fair value estimated using Net Asset Value per Share (in millions) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Private equities (a) $ 119.0 $ 1.5 Redemptions not permitted Fixed income (b) 30.5 — Monthly, Quarterly 35-90 days Equities (c) 58.3 — Monthly 3-30 days Absolute return (d) 77.5 — Monthly, Quarterly 3-75 days Total $ 285.3 (a) Consists of private equity investments in pharmaceuticals and companies primarily in the technology and healthcare sectors. (b) Consists of investment in debt securities, secured and unsecured, including collateralized loan obligations of global companies, primarily across the U.S. and Europe. While certain fixed income investments allow redemptions, others do not. (c) Consists of public equity investments in U.S. and non-U.S. markets. (d) Consists of investments in global markets, including derivative securities of equity and fixed income indexes, commodities and interest rates. The following table sets forth a summary of the assets for which a reported NAV is used to estimate the fair value as of December 31, 2019: Fair value estimated using Net Asset Value per Share (in millions) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Private equities (a) $ 127.0 $ 1.7 Redemptions not permitted Fixed income (b) 231.4 4.1 Redemptions not permitted Equities (c) 81.9 — Daily, Monthly 0-30 days Absolute return (d) 95.9 — Monthly, Quarterly 3-75 days Total $ 536.2 (a) Consists of private equity investments in pharmaceuticals and companies primarily in the technology and healthcare sectors. (b) Primarily consists of investments in royalty payments from marketers of pharmaceuticals and related debt securities. (c) Consists of public equity investments in U.S. and non-U.S. markets. (d) Consists of investments in global markets, including derivative securities of equity and fixed income indexes, commodities and interest rates. Historically, the investment strategy for private equities has consisted of direct investments or investments through limited partnerships with managers who purchase interests in non-public companies. In addition, the typical investment strategies of the fixed income and equity funds was based on fundamental and quantitative analysis and consisted of long and hedged strategies. Lastly, the general strategy of the absolute return funds consisted of alternative investment techniques, including derivative instruments and other unconventional assets, to achieve an absolute return rate. Multi-Employer Plans We contribute to various separate multi-employer health, welfare and pension plans for employees that are covered by our collective bargaining agreements (approximately 79% of total employees of the Company and its subsidiaries). The collective bargaining agreements determine the amounts of these contributions. The health and welfare plans provide medical related benefits to active employees and retirees. The pension plans provide retirement benefits to retired participants. We recognize multi-employer pension cost within ‘Salaries, wages and employee benefits’ the contractually required contributions for the period and recognize as a liability any contributions due and unpaid at period end. We do not directly manage the multi-employer plans to which we contribute. The trusts covering these plans are generally managed by trustees, half of whom the unions appoint and half of whom various contributing employers appoint. We expensed the following amounts related to these plans for the years ended December 31: (in millions) 2020 2019 2018 Health and welfare $ 488.7 $ 503.5 $ 499.3 Pension 123.6 127.6 115.5 Total $ 612.3 $ 631.1 $ 614.8 The following table provides additional information related to our participation in individually significant multi-employer pension plans for the year ended December 31, 2020: Expiration Date Funding of Collective- Pension Protection Zone Status (b) Improvement or Employer Bargaining Pension Fund (a) EIN Number 2020 2019 Rehabilitation Plan Surcharge Imposed Agreement Central States, Southeast and Southwest Areas Pension Fund 36-6044243 Critical and Declining Critical and Declining Yes No 3/31/2024 Teamsters National 401(k) Savings Plan (c) 52-1967784 N/A N/A N/A No 3/31/2024 Road Carriers Local 707 Pension Fund 51-6106510 Critical and Declining Critical and Declining Yes No 3/31/2024 Teamsters Local 641 Pension Fund 22-6220288 Critical and Declining Critical and Declining Yes No 3/31/2024 (a) The determination of individually significant multi-employer plans is based on our contributions to the plans relative to our total contributions over the periods presented, as well as our contributions to the plans relative to the total contributions that the individual plans received during the periods presented. (b) The Pension Protection Zone Status indicated herein is based on information that the Company obtained from the plans’ Forms 5500. Unless otherwise noted, the most recent PPA zone status available for 2020 and 2019 is for the plan’s year-end during calendar years 2019 and 2018, respectively. Among other factors, plans in the critical or critical and declining zone are generally less than 65 percent funded, plans in the endangered zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. (c) The policies of the Western Conference of Teamsters Pension Trust precluded the Company from reentering the plan on June 1, 2011. The plan did not assess a withdrawal liability and has not done so since June 1, 2011. Contributions related to the employees previously covered by this plan are now being made to the Teamsters National 401(k) Plan. The Company was listed in the Central States, Road Carriers Local 707 Pension Fund and Teamsters Local 641 Pension Fund’s Forms 5500 as providing more than 5 percent of the total contributions for 2019 and 2018. We contributed a total of $115.0 million, $128.8 million and $112.6 million to the multi-employer pension funds for the years ended December 31, 2020, 2019 and 2018, respectively. The following table provides the pension amounts contributed by fund for those funds that are considered to be individually significant for the years ended December 31: (in millions) 2020 2019 2018 Central States, Southeast and Southwest Areas Pension Fund $ 69.0 $ 77.7 $ 70.7 Teamsters National 401(k) Savings Plan 17.5 19.0 14.7 Road Carriers Local 707 Pension Fund 1.9 2.5 2.2 Teamsters Local 641 Pension Fund 1.9 2.1 1.8 In 2006, the Pension Protection Act (“PPA”) became law and modified both the applicable Internal Revenue Code, as it applies to multi-employer pension plans, and the Employment Retirement Income Security Act of 1974, as amended. Federal law establishes minimum funding requirements for multi-employer pension plans. The funding status of these plans is determined by many factors. In 2014, the MPRA became law which modified the ability to suspend accrued benefits of plans facing insolvency by adding a new zone status of Critical and Declining. If any of our multi-employer pension plans fail to meet minimum funding requirements, meet a required funding improvement or rehabilitation plan that the PPA may require for certain of our underfunded plans, obtain from the IRS certain changes to or a waiver of the requirements in how the applicable plan calculates its funding levels, or reduce pension benefits to a level where the requirements are met, then we could be required to make additional contributions to the pension plan. If any of our multi- employer pension plans enters critical status or worse and our contributions are not sufficient to satisfy any rehabilitation plan schedule, the PPA could require us to make additional surcharge contributions to the multi-employer pension plan in the amount of five to ten percent of the existing contributions required by our labor agreement for the remaining term of the labor agreement. In 2016 and 2015, the Central States, Southeast and Southwest Pension Plan and Road Carriers Local 707 Pension Fund filed an application under MPRA with the Department of Treasury requesting the approval of a benefit suspension plan, which was denied. In 2016, the New York State Teamsters Conference Pension and Retirement Fund filed a suspension application which was approved and implemented October 2017. The plan requires annual future employer contribution increases of 3.5% to the plan. If we fail to make our required contributions to a multi-employer plan under a funding improvement or rehabilitation plan, it would expose us to penalties including potential withdrawal liability. If the benchmarks that an applicable funding improvement or rehabilitation plan provides are not met by the end of a prescribed period, the IRS could impose an excise tax on us and the plan’s other contributing employers. These excise taxes are not contributed to the deficient funds, but rather are deposited in the United States general treasury funds. A requirement to materially increase contributions beyond our contractually agreed rate or the imposition of an excise tax on us could have a material adverse impact on the financial results and liquidity of the Company. 401(k) Savings Plans We sponsor the YRC Worldwide Inc. 401(k) Plan and the Reddaway Hourly 401(k) Plan, which are defined contribution plans primarily for employees that our collective bargaining agreements do not cover. The plans permit participants to make contributions to the plans and permit the employer of participants to make contributions on behalf of the participants. Additionally, the Reddaway Hourly 401(k) Plan allows for a non-elective employer contribution. Including non-elective employer contributions, total employer contributions were $3.7 million in 2020, $12.8 million in 2019 and $13.3 million in 2018. Our employees covered under collective bargaining agreements may also participate in union-sponsored 401(k) plans. Annual Incentive Awards The Company provides an annual cash incentive compensation plan (Annual Incentive Plan, or AIP) to certain salaried employees across various levels of the organization which is based on factors such as operating revenues and Adjusted EBITDA achieved for the year, compared to targeted operating results. Results from operations include performance incentive expense of $10.0 million in 2020, and $29.8 million in 2018. There were no such expenses in 2019. Performance incentive expenses for 2018 were accrued and paid subsequent to year end. |
Debt and Financing
Debt and Financing | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Financing | 5. Debt and Financing Our outstanding debt as of December 31, 2020 and December 31, 2019 consisted of the following: As of December 31, 2020 (in millions) Par Value Discount Commitment Fee Debt Issuance Costs Book Value Effective Interest Rate Term Loan $ 613.0 $ (21.0 ) $ — $ (9.3 ) $ 582.7 (a) 9.5 % ABL Facility — — — — — N/A UST Loan Tranche A (b) 302.3 — (17.7 ) (4.6 ) 280.0 (c) 6.5 % UST Loan Tranche B 74.8 — (4.4 ) (1.2 ) 69.2 (c) 6.5 % Secured Second A&R CDA 24.1 — — (0.1 ) 24.0 7.7 % Unsecured Second A&R CDA 43.9 — — (0.1 ) 43.8 7.7 % Lease financing obligations 225.9 — — (0.2 ) 225.7 (d) 17.2 % Total debt $ 1,284.0 $ (21.0 ) $ (22.1 ) $ (15.5 ) $ 1,225.4 Current maturities of Unsecured Second A&R CDA (1.4 ) — — — (1.4 ) Current maturities of lease financing obligations (2.6 ) — — — (2.6 ) Long-term debt, less current portion $ 1,280.0 $ (21.0 ) $ (22.1 ) $ (15.5 ) $ 1,221.4 (a) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 3 or 6-month LIBOR, with a floor of 1.0%, plus a fixed margin of 7.5%. (b) The Par Value and the Book Value both reflect the accumulated cash funds that have been drawn and the accumulated paid-in-kind interest, which was $2.3 million as of December 31, 2020. (c) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 2, 3 or 6-month LIBOR, with a floor of 1.0%, plus a fixed margin of 3.5%. ( d ) Interest rate for lease financing obligations is derived from the difference between total rent payment and calculated principal amortization over the life of lease agreements. As of December 31, 2019 (in millions) Par Value Discount Commitment Fee Debt Issuance Costs Book Value Effective Interest Rate Term Loan $ 600.0 $ (28.1 ) $ — $ (12.0 ) $ 559.9 10.5 % ABL Facility — — — — — N/A Secured Second A&R CDA 26.0 — — (0.1 ) 25.9 7.9 % Unsecured Second A&R CDA 45.2 — — (0.1 ) 45.1 7.9 % Lease financing obligations 231.6 — — (0.3 ) 231.3 (d) 16.5 % Total debt $ 902.8 $ (28.1 ) $ — $ (12.5 ) $ 862.2 Current maturities of Unsecured Second A&R CDA (1.4 ) — — — (1.4 ) Current maturities of lease financing obligations (2.7 ) — — — (2.7 ) Long-term debt, less current portion $ 898.7 $ (28.1 ) $ — $ (12.5 ) $ 858.1 US Treasury Loan On July 7, 2020, the Company and certain of its subsidiaries, as guarantors (the “Term Guarantors”), entered into the UST Tranche A Term Loan Credit Agreement (the “Tranche A UST Credit Agreement”) with The Bank of New York Mellon, as administrative agent and collateral agent and the UST Tranche B Term Loan Credit Agreement (the “Tranche B UST Credit Agreement” and together with the Tranche A UST Credit Agreement, the “UST Credit Agreements”) with The Bank of New York Mellon, as administrative agent and collateral agent, pursuant to which the United States Treasury (“UST”) committed to an aggregate of $700.0 million to the Company pursuant to the CARES Act. The obligations of the Company under the UST Credit Agreements are unconditionally guaranteed by the Term Guarantors. The UST Credit Agreements have maturity dates of September 30, 2024, with a single payment at maturity of the outstanding balance. The Tranche A UST Credit Agreement consists of a $300.0 million term loan and bears interest at a rate of Eurodollar rate (subject to a floor of 1.0%) plus a margin of 3.5% per annum, consisting of 1.50% in cash and the remainder paid-in-kind. Proceeds from the Tranche A UST Credit Agreement will primarily be used to meet the Company’s contractual obligations and maintain working capital. The Tranche B UST Credit Agreement consists of a $400.0 million term loan and bears interest at a rate of Eurodollar rate (subject to a floor of 1.0%) plus a margin of 3.5% per annum, paid in cash. Proceeds from the Tranche B UST Credit Agreement will be used predominantly for the acquisition of tractors and trailers. Each agreement requires that the Company must maintain minimum “Liquidity” (defined in the UST Credit Agreements to indicate that such amount is calculated as the Company’s unrestricted cash on hand plus the amount of “Availability” (as defined in the loan agreement for the ABL Facility (as defined below)) to the extent such Availability could be borrowed under the ABL Facility) of $125.0 million and a minimum Adjusted EBITDA commencing with the fiscal quarter ending December 31, 2021, to be not less than $100.0 million for the four quarters ending December 31, 2021, $150.0 million for the four quarters ending March 31, 2022, and $200.0 million for the four quarters ending June 30, 2022 and each quarter thereafter . Obligations under the UST Credit Agreements are secured by a perfected first priority security interest in the escrow or controlled account supporting the respective UST Credit Facility, certain tractors and trailers (in the case of the Tranche B UST Credit Agreement) and a perfected junior priority security interest (subject in each case to permitted liens) in substantially all other assets of the Company and the Term Guarantors, subject to certain exceptions. The UST Credit Agreements have been and will be funded through a series of draws made over time as the proceeds are utilized for the purposes outlined by the agreements. Borrowings are subject to the various requirements stated in the UST Credit Agreements. As of December 31, 2020, $300.0 million of funds have been drawn on the Tranche A Credit Agreement and $74.8 million of funds have been drawn on the Tranche B UST Credit Agreement. The funds drawn after December 31, 2020, of $176.5 million, on the Tranche B UST Credit Agreement are further described in Note 13 to our consolidated financial statements. Funds drawn on the UST Credit Agreements are initially segregated into restricted accounts and is included in “Restricted amounts held in escrow” in the accompanying consolidated balance sheet. The Company issued as consideration related to the UST Credit Agreements, which has impacted both the capital surplus and common stock, for the par value per share. Accordingly, the fair value of those shares at issuance of approximately $46.7 million was recorded as a commitment fee that will be amortized into interest expense on a straight-line basis over the term of the availability of the UST funds, which ends on September 30, 2024. The Company classified the unamortized commitment fee both as a non-current asset, included within other assets, and as a reduction to long-term debt and financing, less current portion, for the remaining balance associated with the undrawn UST funds and the drawn UST funds, respectively, on our consolidated balance sheet. Prospectively, as the Company draws funds, a portion of the commitment fee will be reclassified from other assets to a reduction to long-term debt and financing, less current portion, based on the amount of UST funds drawn compared to total UST funds available. As of December 31, 2020, a total of $22.1 million of unamortized commitment fees are classified as a reduction to long-term debt and financing and the residual unamortized balance of $19.1 million remains in other assets. As a result of entering into the UST Credit Agreements, the Company incurred $12.2 million in debt issuance costs for the origination, legal and related fees. The debt issuance costs will be amortized into interest expense on a straight-line basis over the term of the UST funds, which ends September 30, 2024. The Company classified the debt issuance costs both as a non-current asset, included within other assets, and as a reduction to long-term debt and financing, less current portion, for the remaining balances associated with the undrawn UST Funds and the drawn UST funds, respectively, on our consolidated balance sheet. Prospectively, as the Company draws funds, a portion of the debt issuance costs will be reclassified from other assets to a reduction to long-term debt and financing, less current portion, based on the amount of UST funds drawn compared to total UST funds available. Adjusted EBITDA, defined in our UST Credit Agreements and the Term Loan Agreement (defined below), as amended, (collectively, the “TL Agreements”) as “Consolidated EBITDA,” is a measure that reflects our earnings before interest, taxes, depreciation, and amortization expense, and is further adjusted for, among other things, letter of credit fees, equity-based compensation expense, net gains or losses on property disposals, restructuring charges, transaction costs related to issuances of debt, non-recurring consulting fees, non-cash impairment charges, integration costs, severance, non-recurring charges, the gains or losses from permitted dispositions, discontinued operations, and certain non-cash expenses, charges and losses (provided that if any of such non-cash expenses, charges or losses represents an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period will be subtracted from Adjusted EBITDA in such future period to the extent paid). Certain expenses that qualify as adjustments are capped at 10.0% of the trailing-twelve-month Adjusted EBITDA, in aggregate. Adjustments subject to the 10.0% cap include, but are not limited to, restructuring charges, integration costs, severance, and non-recurring charges. Additionally, all net gains from the disposition of properties are excluded from the definition of Adjusted EBITDA. Therefore any gains previously recognized in Adjusted EBITDA, as that term was previously defined in our filings with the Securities and Exchange Commission (the “SEC”), in accordance with its definition in the Prior Term Loan Agreement, will not be included in the calculation of Adjusted EBITDA under the TL Agreements. Term Loan On September 11, 2019, the Company and certain of its subsidiaries, as guarantors (the “Term Guarantors”), amended and restated the existing credit facilities under the credit agreement dated February 13, 2014 (the “Prior Term Loan Agreement”) and entered into a $600.0 million term loan agreement (“Term Loan”) with funds managed by Apollo Global Management, LLC acting collectively as lead lender, and Alter Domus, as administrative agent and collateral agent. The obligations of the Company under the agreement governing (the “Term Loan Agreement”) are unconditionally guaranteed by the Term Guarantors. The Term Loan has a maturity date of June 30, 2024, with a single payment due at maturity of the outstanding balance. The Term Loan initially bore interest at Eurodollar rate (subject to a floor of 1.0%) plus a margin of 7.5% per annum, payable at least quarterly in cash, subject to a 1.0% margin step down in the event the Company achieves greater than $400.0 million in trailing-twelve-month Adjusted EBITDA. Obligations under the Term Loan are secured by a perfected first priority security interest in (subject to permitted liens) assets of the Company and the Term Guarantors, including but not limited to all of the Company’s wholly owned terminals, tractors and trailers, subject to certain limited exceptions. On April 7, 2020, the Company and certain of its subsidiaries entered into Amendment No. 1 (the “First Term Loan Amendment”) to the Term Loan Agreement as a result of expected future covenant and liquidity tightening due to unprecedented economic deterioration. Beginning the last two weeks of March 2020, our industry and the economy at-large experienced an unexpected and significant decline in economic activity due to the impact of the 2019 coronavirus disease (“COVID-19”) and the resulting business shutdown and shelter-in-place orders made across North America by various governmental entities and private enterprises. The First Term Loan Amendment principally provided additional liquidity allowing the Company to defer quarterly interest payments for the quarter ended March 31, 2020 and the quarter ending June 30, 2020 with almost all of such interest to be paid-in-kind. The First Term Loan Amendment also provided for a waiver with respect to the Adjusted EBITDA financial covenant during each fiscal quarter during the fiscal year ending December 31, 2020. The interest rate was retroactively reset to a fixed 14 % during the first six months of 2020. On July 7, 2020, the Company and the Term Guarantors entered into Amendment No. 2 (the “Second Term Loan Amendment”) to the Term Loan Agreement. The material terms of the Second Term Loan Amendment include, among other things, a consent to the refinancing and conforming changes to the description of collateral set forth in the UST Credit Agreements, permanently capitalizing previously paid-in-kind interest on borrowings under the Term Loan Agreement, and that all future interest shall accrue at Eurodollar rate plus a margin of 7.5% per annum and 6.5% per annum in the case of alternative base rate borrowings paid in cash. Additionally, the Company is subject to certain requirements that are also detailed above with the UST Treasury Loan description, and as such must maintain minimum Liquidity of $125.0 million and a minimum Adjusted EBITDA commencing with the fiscal quarter ending December 31, 2021, to be not less than $100.0 million for the four quarters ending December 31, 2021, $150.0 million for the four quarters ending March 31, 2022 and $200.0 million for the four quarters ending June 30, 2022 and each quarter thereafter. $450 Million ABL Facility On February 13, 2014, we entered into our $450 million asset-based loan facility (the “ABL Facility”) from a syndicate of banks arranged by Citizens Bank N.A. (formerly known as RBS Citizens, N.A.) (the “ABL Agent”), Merrill Lynch, Pierce, Fenner & Smith and CIT Finance LLC. The Company and our subsidiaries, YRC Freight, Reddaway, Holland and New Penn are borrowers under the ABL Facility, and certain of the Company’s domestic subsidiaries are guarantors thereunder. Availability under the ABL Facility is derived by reducing the amount that may be advanced against eligible receivables plus eligible borrowing base cash by certain reserves imposed by the ABL Agent and our outstanding letters of credit and revolving loans. Eligible borrowing base cash is cash that is deposited from time to time into a segregated restricted account and is included in “Restricted amounts held in escrow” in the accompanying consolidated balance sheet. At our option, borrowings under the ABL Facility bear interest at either: (i) the applicable LIBOR rate plus 2.25%, as amended, or (ii) the base rate (as defined in the ABL Facility) plus 1.25%, as amended. Letter of credit fees equal to the applicable LIBOR margin in effect, 2.25% as amended, are charged quarterly in arrears on the average daily stated amount of all letters of credit outstanding during the quarter. Unused line fees are charged quarterly in arrears (such unused line fee percentage is equal to 0.375% per annum if the average revolver usage is less than 50% or 0.25% per annum if the average revolver usage is greater than 50%). The ABL Facility is secured by a perfected first priority security interest (subject to permitted liens) in accounts receivable, cash, deposit accounts and other assets related to accounts receivable of the Company and the other loan parties and an additional second priority security interest (subject to permitted liens) in substantially all remaining assets of the borrowers and the guarantors other than the CDA collateral. The ABL Facility contains conditions, representations and warranties, events of default and indemnification provisions that are customary for financings of this type, including, but not limited to, a springing minimum fixed charge coverage ratio covenant, borrowing base reporting, limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and restricted payments. Certain provisions relating to investments, restricted payments and capital expenditures are relaxed upon meeting specified payment conditions or debt repayment conditions. On July 7, 2020, the Company and certain of its subsidiaries entered into Amendment No. 6 (the “ABL Treasury Amendment”) in which the maturity date of the ABL Facility was extended to January 9, 2024 and it included a consent to the refinancing and conforming changes to the description of collateral set forth in the UST Credit Agreements as well as an increase of 0.5% to applicable margin to borrowings under the ABL Facility (which increase is already reflected above). Second Amended and Restated Contribution Deferral Agreement Pursuant to the terms of the collective bargaining agreement with the IBT, the Company’s subsidiaries began making contributions to the Funds (defined below) for the month beginning June 1, 2011 at the rate of 25% of the contribution rate in effect on July 1, 2009. Certain of our subsidiaries are parties to the Amended and Restated Contribution Deferral Agreement (the “A&R CDA”) with certain multiemployer pension funds named therein (collectively, the “Funds”) pursuant to which we are permitted to continue to defer pension payments and deferred interest owed to such Funds as of July 22, 2011 (each, “Deferred Pension Payments” and “Deferred Interest”). The A&R CDA was last amended in January 2018 (herein referred to as the “Amended Second A&R CDA”). The Deferred Pension Payments and Deferred Interest bear interest at a floating rate as set forth in the Amended Second A&R CDA as well as annual scheduled amortization equal to 2.0% of the amount outstanding as of November 30 of each applicable year. The Amended Second A&R CDA further provides for first lien on certain security first priority real estate collateral and a maturity date of December 31, 2022 on the Deferred Pension Payments and Deferred Interest obligations. Maturities The principal maturities over the next five years and thereafter of total debt as of December 31, 2020 was as follows: (in millions) Term Loan ABL Facility UST Tranche A (b) UST Tranche B Second A&R CDA Lease Financing Obligations (a) Total 2021 $ — $ — $ — $ — $ 1.4 $ 2.5 $ 3.9 2022 — — — — 66.6 4.1 70.7 2023 — — — — — 4.9 4.9 2024 613.0 — 302.3 74.8 — 2.4 992.5 2025 — — — — — 0.2 0.2 Thereafter — — — — — 211.8 211.8 Total $ 613.0 $ — $ 302.3 $ 74.8 $ 68.0 $ 225.9 $ 1,284.0 (a) Lease financing obligations subsequent to 2025 of $211.8 million consist primarily of interest payments (b) A portion of the applicable interest is paid-in-kind, which may impact the relevant principal maturities prospectively. Fair Value Measurement The book value and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows: December 31, 2020 December 31, 2019 (in millions) Book Value Fair Value Book Value Fair Value Term Loan $ 582.7 $ 611.0 $ 559.9 $ 559.3 UST Loans 349.2 322.0 — — Second A&R CDA 67.8 67.8 71.0 71.7 Lease financing obligations 225.7 225.8 231.3 233.7 Total debt $ 1,225.4 $ 1,226.6 $ 862.2 $ 864.7 The fair values of the Term Loan and Second A&R CDA were estimated based on observable prices (level two inputs for fair value measurements). The fair value of the UST Loans is estimated using certain inputs that are unobservable (level three input for fair value measurement), which are based on the discounted amount of future cash flows using our current estimated incremental rate of borrowing for similar liabilities or assets. The fair value of the lease financing obligations are estimated using a publicly traded secured loan with similar characteristics (level three input for fair value measurement). Liquidity Our principal sources of liquidity are cash and cash equivalents, available borrowings under our ABL Facility and any prospective net cash flow from operations. As of December 31, 2020, our cash and cash equivalents were $439.3 million. As of December 31, 2020, our maximum availability under our ABL Facility was $43.7 million, and our managed accessibility is $4.0 million. Maximum availability is derived by reducing the amount that may be advanced against eligible receivables plus eligible borrowing base cash by certain reserves imposed by the ABL Agent and our $353.3 million of outstanding letters of credit. Our Managed Accessibility of $4.0 million represents the maximum amount we would access on the ABL Facility and is adjusted for eligible receivables plus eligible borrowing base cash measured as of December 31, 2020. If eligible receivables fall below the threshold management uses to measure availability, which is 10% of the borrowing line, the Credit Agreement governing the ABL Facility permits adjustments from eligible borrowing base cash to restricted cash prior to the compliance measurement date of January 15, 2021. As of January 15, 2021, we had less than 10% of the borrowing line in eligible receivables and moved $3.1 million of cash into restricted cash, as permitted under the ABL Facility, which effectively put our cash and cash equivalents and Managed Accessibility to $440.2 million as of December 31, 2020. As of December 31, 2019, our availability under our ABL Facility was $37.7 million. Of the $37.7 million in availability, Managed Accessibility was $0.2 million. Our cash and cash equivalents and Managed Accessibility was $80.4 million as of December 31, 2019. The table below summarizes cash and cash equivalents and Managed Accessibility at December 31: (in millions) 2020 2019 Cash and cash equivalents $ 439.3 $ 109.2 Less: amounts placed into restricted cash subsequent to year-end (3.1 ) (29.0 ) Managed Accessibility 4.0 0.2 Total cash and cash equivalents and Managed Accessibility $ 440.2 $ 80.4 Covenants The Company has a covenant requirement to maintain Liquidity of $125.0 million until the first date on which trailing twelve-month Adjusted EBITDA is greater than $200.0 million. The Company is in compliance with the applicable covenant as of December 31, 2020. With Liquidity as of December 31, 2020, UST loan availability, and forecasted operating results, management expects the Company will meet this covenant requirement for the next twelve months. Beginning with the fiscal quarter ended December 31, 2021, the Company has a requirement to maintain a trailing twelve-month Adjusted EBITDA of $100.0 million. Management expects based on forecasted operating results the Company will meet this covenant requirement for the period it becomes effective in the next twelve months. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 6. Leases Leases (in millions) December 31, 2020 December 31, 2019 Assets Operating lease right-of-use assets $ 276.0 $ 386.0 Liabilities Current Current operating lease liabilities $ 114.2 $ 120.8 Noncurrent Operating lease liabilities 172.6 246.3 Total lease liabilities $ 286.8 $ 367.1 Lease Cost (in millions) Year Ended December 31, 2020 Year Ended December 31, 2019 Operating lease cost (a) $ 160.9 $ 168.0 Short-term cost (b) 16.3 14.2 Variable lease cost (b) 9.7 5.9 Total lease cost $ 186.9 $ 188.1 (a) Operating lease cost represent non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statement of consolidated cash flows. (b) These costs are classified and recorded within purchased transportation; fuel, operating expenses and supplies. Remaining Maturities of Lease Liabilities Operating Leases 2021 $ 142.5 2022 95.0 2023 52.7 2024 22.9 2025 10.8 After 2025 26.9 Total lease payments $ 350.8 Less: Interest 64.0 Present value of lease liabilities $ 286.8 Lease Term and Discount Rate (years and percent) Weighted-Average Remaining Lease Term Weighted-Average Discount Rate Operating leases 3.3 12.1% Other Information (in millions) Year Ended December 31, 2020 Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 134.0 $ 154.6 Leased assets obtained in exchange for new operating lease liabilities 13.5 129.7 For the year ended December 31, 2020, we entered into new operating lease commitments for revenue equipment totaling $0.6 million, with such payments to be made over the average lease term of 4 years with a capital equivalent of $0.7 million. As of December 31, 2020, our operating lease obligations for 2021 are $142.5 million and our operating lease obligations through 2031 total $350.8 million. |
Equity-Based Compensation Plans
Equity-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation Plans | 7. Equity-Based Compensation Plans We reserved 2.5 million shares for issuance to key management personnel and directors under the 2019 Incentive and Equity Award Plan, in addition to the 5.0 million shares reserved for the Amended and Restated 2011 Incentive and Equity Award Plan. As of December 31, 2020, 2.8 million shares remain available for future issuance under these plans. The plans permit the issuance of restricted stock and stock units, as well as options, stock appreciation rights, and performance stock and performance stock unit awards. Awards under the plan can be generally satisfied in cash or shares at the discretion of the Board of Directors. According to the plan provisions, the stock units provide the holders the right to receive one share of our Common Stock upon vesting (and distribution) of one stock unit. The plan requires the exercise price of any option granted may not be less than the fair market value of a share of our Common Stock on the date of grant. Additionally, we reserved 3.0 million shares for issuance to employees under the 2020 employee stock purchase plan. Performance Based Awards In 2019, the Company granted performance stock and performance stock unit awards to key management personnel and directors, respectively, under its 2011 and 2019 Incentive and Equity Award Plans. In addition to meeting service conditions, these awards were to vest upon the attainment of a 30-day volume-weighted average share price; however, no awards were earned based upon the actual share prices. As such, these shares have been included in the shares that remain available for future issuance under these plans, as disclosed above. For the years ended December 31, 2020 and 2019, the Company recorded compensation expense for these stock awards of $1.8 million and $2.6 million, respectively. Restricted Stock A summary of the activity of our unvested restricted stock and stock unit awards are presented in the following table: Shares/units (in thousands) Weighted Average Grant-Date Fair Value Unvested at December 31, 2017 1,307 $ 11.55 Granted 730 9.35 Vested and distributed (457 ) 10.91 Forfeited (164 ) 11.31 Unvested at December 31, 2018 1,416 $ 10.65 Granted 437 5.39 Vested and distributed (779 ) 9.16 Forfeited (81 ) 10.74 Unvested at December 31, 2019 993 $ 9.50 Granted 1,656 2.12 Vested and distributed (820 ) 5.44 Forfeited (258 ) 2.96 Unvested at December 31, 2020 1,571 $ 4.90 All of the members of the Board of Directors have deferred receipt of the Common Stock underlying some or all of the restricted stock units they have been awarded until a later date, such as when the director ceases to serve on the Board or, under certain circumstances, upon a change of control. Thus, while some of these restricted stock units have vested, the directors have not yet received the underlying Common Stock. For the years ended December 31, 2020, 2019, and 2018, the total number of restricted stock units that are vested but for which the underlying Common Stock has not been distributed was 580,000, 500,000, and 660,000, respectively; these shares are shown as unvested in the above table. The intrinsic value of unvested shares as of December 31, 2020 was $7.0 million. The Company records expense on a straight-line basis over the vesting term. For the years ended December 31, 2020, 2019 and 2018, the Company recorded compensation expense for restricted stock awards of $2.9 million, $3.6 million, and $6.2 million, respectively. Unrecognized compensation expense related to restricted stock awards of $1.6 million at December 31, 2020 is expected to be recognized over a weighted-average period of 0.7 years. The vesting provisions for the restricted stock and stock unit awards and the related number of shares granted during the year ended December 31 are as follows: Shares/units (in thousands) Vesting Terms 2020 2019 2018 50% immediately and 50% on the 1 year anniversary of grant date — 162 — 100% immediately 129 186 132 33.3% per year for three years 15 89 452 33.3% after 30 days and 33.3% on the 1 and 2 year anniversary of grant date 12 — — 25% immediately and 25% on the 1, 2 and 3 year anniversary of grant date 1,500 — — 100% on July 31, 2018 — — 146 Total restricted stock and stock units granted 1,656 437 730 The fair value of non-vested shares is determined based on the closing trading price of our shares on the grant date. The fair value of shares vested and distributed during the years ended December 31, 2020, 2019 and 2018 was $4.5 million, $7.1 million, and $5.0 million, respectively. The outstanding awards under our stock compensation plans are considered participating securities in our earnings (loss) per share calculation. See Note 10 for additional details. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Deferred tax assets (liabilities) were comprised of the following at December 31: (in millions) 2020 2019 Depreciation $ (83.8 ) $ (99.5 ) Operating lease right-of-use assets (65.3 ) (93.7 ) Deferred revenue (3.3 ) (6.3 ) Intangibles (2.9 ) (3.4 ) State taxes (19.6 ) (19.6 ) Other, including debt and interest (22.3 ) (16.0 ) Deferred tax liabilities (197.2 ) (238.5 ) Claims and insurance 84.4 89.9 Net operating loss carryforwards 216.7 210.7 Employee benefit accruals 23.9 94.8 Sale/leaseback transactions 53.0 55.5 Operating lease liabilities 68.7 93.8 Employer payroll taxes 20.0 — Other, including debt and interest 37.0 28.4 Deferred tax assets 503.7 573.1 Valuation allowance (305.6 ) (334.0 ) Net deferred tax assets 198.1 239.1 Net deferred tax asset $ 0.9 $ 0.6 The net deferred tax asset of $0.9 million and $0.6 million as of December 31, 2020 and 2019, respectively, is included as a separate line item of the accompanying consolidated balance sheets. Current income tax payable was $1.9 million and $1.6 million as of December 31, 2020 and 2019, respectively, and is included in “Other current and accrued liabilities” in the accompanying consolidated balance sheets. As of December 31, 2020, the Company has remaining federal net operating loss carryforwards of approximately $753.1 million. Deemed ownership changes that occurred in January 2014 and in prior years imposed annual and cumulative limits under the Internal Revenue Code on the utilization of these carryforwards. These limits are not expected to inhibit the Company’s ability to utilize these losses over their carry forward periods. Carryforwards of $684.6 million incurred prior to 2018 expire between 2030 and 2037. Pursuant to the Tax Act, net operating losses incurred after 2017 are available to be carried forward indefinitely. As of December 31, 2020, the Company has only nominal amounts of general business and other credit carryforwards, which will likely not be utilized and will expire between 2027 and 2031 if not used. As of December 31, 2020 and 2019, a valuation allowance of $305.6 million and $334.0 million, respectively, has been established for deferred tax assets because, based on available sources of future taxable income, it is more likely than not that those assets will not be realized. A reconciliation between income taxes at the federal statutory rate and the consolidated effective tax rate follows for the years ended December 31: 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net (1.2 %) (0.7 %) 14.1 % Foreign tax rate differential (1.0 %) (2.6 %) 12.1 % Permanent differences (2.3 %) (0.6 %) 8.3 % Valuation allowance (19.7 )% (17.7 )% (17.5 )% Benefit from intraperiod tax allocation 20.0 % — % — % Net change in unrecognized tax benefits 8.9 % 0.6 % (0.9 )% Other, net (primarily prior year return to provision) 1.1 % 4.0 % (1.6 )% Effective tax rate 26.8 % 4.0 % 35.5 % The income tax provision (benefit) consisted of the following for the years ended December 31: (in millions) 2020 2019 2018 Current: Federal $ (6.2 ) $ — $ — State 0.4 (3.3 ) 5.4 Foreign 1.1 2.0 6.8 Current income tax expense (benefit) (4.7 ) (1.3 ) 12.2 Deferred: Federal (9.4 ) — — State (5.2 ) — — Foreign (0.3 ) (3.0 ) (1.1 ) Deferred income tax benefit (14.9 ) (3.0 ) (1.1 ) Income tax expense (benefit) $ (19.6 ) $ (4.3 ) $ 11.1 Based on the income (loss) before income taxes: Domestic $ (77.4 ) $ (104.7 ) $ 13.6 Foreign 4.3 (3.6 ) 17.7 Income (Loss) before income taxes $ (73.1 ) $ (108.3 ) $ 31.3 The Company applies the intraperiod tax allocation rules to allocate income taxes among continuing operations, other comprehensive income (loss), and additional paid-in capital when our situation meets the criteria as prescribed in the rule. During 2020, the Company recognized $14.6 million of deferred benefit in the statement of consolidated operations and an equal and offsetting deferred tax expense in other comprehensive income (loss) included in the statement of consolidated comprehensive income (loss) due to the application of the exception within the intraperiod tax allocation rules. This allocation has no effect on total tax provision or total valuation allowance. There was no domestic deferred benefit recognized in 2019 or 2018, as the exception did not apply. Uncertain Tax Positions A rollforward of the total amount of unrecognized tax benefits for the years ended December 31 is as follows: (in millions) 2020 2019 Unrecognized tax benefits at January 1 $ 58.5 $ 59.2 Increases related to: Tax positions taken during a prior period — — Tax positions taken during the current period 0.3 0.5 Decreases related to: Tax positions taken during a prior period (0.2 ) (0.1 ) Lapse of applicable statute of limitations (17.9 ) (1.1 ) Unrecognized tax benefits at December 31 $ 40.7 $ 58.5 At December 31, 2020 and 2019, there are $3.3 million and $9.8 million, respectively, of benefits that, if recognized, would affect the effective tax rate. The differences between these amounts and the amounts appearing in the table above represent unrecognized tax benefits which have been netted against deferred tax assets for net operating loss carryforwards and not recorded to the liability for unrecognized tax benefits. During the year ended December 31, 2020 we paid no amounts to settle audits. During the year ended December 31, 2019, we paid inconsequential amounts of tax and interest to settle state audits of tax years 2010 through 2014 for certain of our subsidiaries, and we reduced our previously recorded liability for unrecognized tax benefits accordingly. During 2019, the Company experienced only nominal activities with regard to interest on the uncertain tax positions. The Company accrued no penalties relative to uncertain tax positions in either 2020 or 2019. The Company has elected to treat interest and penalties on uncertain tax positions as “Interest expense” and “Other operating expenses”, respectively. It is reasonably possible that the existing unrecognized tax benefits may decrease over the next twelve months by as much as $0.7 million because of developments in examinations, or from the expiration of statutes of limitation. Tax years that remain subject to examination for our major tax jurisdictions as of December 31, 2020: Statute remains open 2014-2019 Tax years not examined 2014-2020 During 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act contains numerous income tax provisions, such as relaxing the limitations on the deductibility of interest and the carryback of net operating losses for specific periods. The Company has performed an analysis of these provisions and due to the unavailability of excess taxable income in the current or carry back periods, and the application of a valuation allowance to deferred tax assets, the Company's effective income tax rate and its tax provision are currently unaffected by the income tax provisions of the CARES Act. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Shareholders' Deficit | 9. Shareholders’ Deficit The following reflects the activity in the shares of our common stock for the years ended December 31: Common Shares (in thousands) 2020 2019 2018 Beginning balance 33,715 33,090 32,733 Equity issuance - UST commitment fee 15,944 - - Issuance of equity awards, net 533 625 357 Ending balance 50,192 33,715 33,090 The shares issued to the UST are subject to a Voting Trust Agreement (the “Voting Trust Agreement”) entered on July 9, 2020 which provides that all shares of the Company’s common stock owned by the UST shall be delivered to a voting trust and voted in proportion as all other common stock owned by the UST shall be delivered to a voting trust and voted in proportion as all other common stock shares are voted, subject to certain exceptions defined therein. Additionally, prior to one year after the date of the Voting Trust Agreement, the shares may not be transferred without either the Company’s consent or other certain exceptions defined therein. The Company issued to the IBT one share of Series A Voting Preferred Stock that entitles the holder to elect two directors to the Company’s Board of Directors. Our TL Agreements in place as of December 31, 2020, restrict the ability of the Company to declare dividends on its outstanding capital stock or execute share buybacks. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 10. Earnings (Loss) Per Share We calculate basic earnings (loss) per share by dividing our net earnings (loss) available to common shareholders by our weighted-average shares outstanding at the end of the period. The calculation for diluted earnings (loss) per share adjusts the weighted average shares outstanding for our dilutive unvested shares and stock units using the treasury stock method. Our calculations for basic and dilutive earnings (loss) per share for the years ended December 31 are as follows: (dollars in millions, except per share data, shares and stock units in thousands) 2020 2019 2018 Basic and dilutive net income (loss) $ (53.5 ) $ (104.0 ) $ 20.2 Basic weighted average shares outstanding 41,694 33,252 32,983 Effect of dilutive securities: Unvested shares and stocks units (a) — — 876 Dilutive weighted average shares outstanding 41,694 33,252 33,859 Basic earnings (loss) per share (b) $ (1.28 ) $ (3.13 ) $ 0.61 Diluted earnings (loss) per share (b) $ (1.28 ) $ (3.13 ) $ 0.60 (a) (b) Given our net loss position for the years ended December 31, 2020 and 2019, there are no dilutive securities for these periods. On July 9, 2020, the Company issued 15,943,753 shares of common stock to the UST in connection with the execution of the UST Credit Agreements. These shares have been included in the average common shares outstanding used to calculate loss per share for the year ended December 31, 2020 from the date the shares were issued. Our anti-dilutive securities for the years ended December 31 are as follows: (shares in thousands) 2020 2019 2018 Anti-dilutive unvested shares and options 123 610 51 |
Commitments, Contingencies, and
Commitments, Contingencies, and Uncertainties | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments, Contingencies, and Uncertainties | 11. Commitments, Contingencies, and Uncertainties Department of Defense Complaint In December 2018, the United States on behalf of the United States Department of Defense filed a complaint in Intervention against the Company (and two other defendants) in the U.S. District in the Western District of New York captioned United States ex rel. James Hannum v. YRC Freight, Inc.; Roadway Express, Inc.; and Yellow Transportation, Inc., Civil Action No. 08-0811(A). The complaint alleges that the Company violated the False Claims Act by overcharging the Department of Defense for freight carrier services by failing to comply with the contractual terms of freight contracts between the Department of Defense and the Company and related government procurement rules. The complaint also alleges claims for unjust enrichment and breach of contract. Under the False Claims Act, the complaint seeks treble damages, civil penalties, attorneys’ fees and costs of suit, all in unspecified amounts. The remaining common causes of action seek an undetermined amount for an alleged breach of contract or alternatively causes constituting unjust enrichment or a payment by mistake. The Company has moved to dismiss the case, and the court heard oral arguments on the motion on August 12, 2019. On July 17, 2020, the Magistrate Judge to whom the case had been referred issued a Report and Recommendation recommending that the District Judge grant the Company’s motion to dismiss in part with respect to one claim and deny it in all other respects. On July 31, 2020 the Company filed its Objections to the Report and Recommendation with the District Court. Management believes the Company has meritorious defenses against the remaining counts and intends to vigorously defend this action. We are unable to estimate the possible loss, or range of possible loss, associated with these claims at this time. Class Action Securities Complaint In January 2019, a purported class action lawsuit captioned Christina Lewis v. YRC Worldwide Inc., et al., Case No. 1:19-cv-00001, was filed in the United States District Court for the Northern District of New York against the Company and certain of our current and former officers. The complaint was filed on behalf of persons who purchased or otherwise acquired the Company’s publicly traded securities between March 10, 2014 and December 14, 2018. The complaint generally alleged that the defendants had violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements relating to the Company’s freight billing practices as alleged in the Department of Defense complaint described above. The action included claims for damages, including interest, and an award of reasonable costs and attorneys’ fees. The co-lead plaintiffs filed an amended complaint on June 14, 2019, and the defendants moved to dismiss it on July 15, 2019. On March 27, 2020, the court granted defendants’ motion to dismiss in its entirety and entered judgment closing the case. The co-lead plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit on April 27, 2020. That appeal is pending and has been fully briefed. On December 16, 2020, the parties to the appeal filed an informative notice to inform the Second Circuit that they would engage in mediation to explore whether the case can be resolved. In February 2021, the parties to the appeal reached an agreement in principle to settle the matter for an immaterial amount, which agreement remains subject to certain conditions, including execution of a definitive settlement agreement and court approval. On February 10, 2021, the Second Circuit granted the parties’ joint motion to stay the appeal and remand the case to the District Court for consideration once the parties have documented the proposed settlement and presented it to the court for approval. Shareholder Derivative Complaint In February 2021, two putative shareholders filed an action derivatively and on behalf of the Company naming Douglas A. Carty, Raymond J. Bromark, William R. Davidson, Matthew A. Doheny, Robert L Friedman, James E. Hoffman, Michael J. Kneeland, Patricia M. Nazemetz, James F. Winestock, Jamie G. Pierson, Darren D. Hawkins, James L. Welch and Stephanie D. Fisher individually as defendants and the Company as the nominal defendant. The case, captioned Bhandari, et al. v. Carty, et al. Bhandari Other Legal Matters We are involved in litigation or proceedings that arise in ordinary business activities. When possible, we insure against these risks to the extent we deem prudent, but no assurance can be given that the nature or amount of such insurance will be sufficient to fully indemnify us against liabilities arising out of pending and future legal proceedings. Many of these insurance policies contain self-insured retentions in amounts we deem prudent. Based on our current assessment of information available as of the date of these consolidated financial statements, we believe that our consolidated financial statements include adequate provisions for estimated costs and losses that may be incurred within the litigation and proceedings to which we are a party. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions We are deemed a related party under the applicable accounting standards with the United Stated federal government as a result of entering the UST Credit Agreements and the associated issuance of common stock to the UST. In the ordinary course of business, the Company has continued to regularly transact with various authorities associated with the United States federal government (the “U.S. government”) and to also operate in an industry subject to various U.S. government regulations. These transactions and regulatory oversight relationships include the Company providing a full range of transportation services to various U.S. government entities and the Company being subject to certain applicable U.S. government regulations such as those of the U.S. Departments of Transportation and Homeland Security, as examples. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On January 4, 2021, the Company received $176.5 million of funds on a draw of the Tranche B UST Credit Agreement. These funds are required to be used to fund the purchase of tractors and trailers. Our Tranche B UST Credit Agreement is more fully described in Note 5. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of Yellow Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We report on a calendar year basis. The quarters of Holland and Reddaway consist of thirteen weeks that end on a Saturday either before or after the end of March, June and September, whereas all other operating company quarters end on the natural calendar quarter end. |
Use of Estimates | Use of Estimates Management makes estimates and assumptions when preparing the financial statements in conformity with U.S. generally accepted accounting principles which affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year’s balances to conform with current year presentation. |
Segments and Disaggregation of Revenue | Segments and Disaggregation of Revenue The Company provides LTL services through a single integrated organization based upon the joining of our national and regional operations during the enterprise transformation. The Company’s revenue is primarily derived from transporting LTL shipments in the United States and we also offer other services such as truckload services, customer specific logistics solutions, as discussed above, and other services. The Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer who manages the business, regularly reviews financial information and allocates resources. Our CODM began evaluating performance and business results, as well as making resource and operating decisions under the single segment view as a result of the business transformation that began during 2019. As such, the Company has determined it has one reporting segment and the composition of our revenue is summarized below with LTL shipments defined as shipments less than 10,000 pounds that move in our network. Consolidated (in millions) 2020 2019 2018 LTL revenue $ 4,093.3 $ 4,494.0 $ 4,690.6 Other revenue 420.4 377.2 401.4 Total revenue $ 4,513.7 $ 4,871.2 $ 5,092.0 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include demand deposits and highly liquid investments purchased with maturities of three months or less. Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes which are classified within accounts payable in the accompanying consolidated balance sheets. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments From time to time, we hold financial assets held at fair value, which consists of restricted cash held in escrow. Restricted amounts held in escrow are either cash or, at times, invested in money market accounts and are recorded at fair value based on quoted market prices and have typically been level 1 fair value assets. Assets are considered level 1 if their valuations are based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. As of December 31, 2020 and 2019 we had $38.7 million and no restricted amounts held in escrow, respectively. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates their fair value due to the short-term nature of these instruments. The fair value of our long-term debt is included in Note 5 to the consolidated financial statements. |
Concentration of Credit Risks and Other | Concentration of Credit Risks and Other We sell services and extend credit based on an evaluation of the customer’s financial condition, without requiring collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. We monitor our exposure for credit losses and maintain allowances for anticipated losses. At December 31, 2020, approximately 79% of our labor force was subject to collective bargaining agreements. In 2019, we agreed to a new labor agreement that, among other things, extend the expiration date of our primary labor agreement from March 31, 2019 to March 31, 2024. This also updated the contribution rates under the multi-employer pension plan to which we contribute. The new agreement provided for wage and benefits increases through the term of the agreement. Finally, the new agreement provided for certain changes to work rules and our use of purchased transportation. |
Revenue Recognition and Revenue-related Reserves | Revenue Recognition and Revenue-related Reserves The Company’s revenues are primarily derived from the transportation services we provide through the delivery of goods over the duration of a shipment. Upon receipt of the bill of lading, the contract existence criteria is met as evidenced by a legally enforceable agreement between two parties where collectability is probable, thus creating the distinct performance obligation. The Company has elected to expense initial direct costs as incurred because the average shipment cycle is less than one week. The Company recognizes revenue and substantially all the purchased transportation expenses on a gross basis because we direct the use of the transportation service provided and remain responsible for the complete and proper shipment. Inherent within our revenue recognition practices are estimates for revenue associated with shipments in transit and future adjustments to revenue and accounts receivable for collectability and billing adjustments, which are included in our consolidated balance sheets as a reduction to “Accounts receivable”. For shipments in transit, we record revenue based on the percentage of service completed as of the period end and recognize delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to standard transit days. The total revenue earned is accumulated for all shipments in transit at a particular period end and recorded as operating revenue. The magnitude of the impacts of in transit adjustment estimates to the consolidated financial statements are limited due to the short duration, generally less than one week, of the average shipment cycle. The Company’s revenue-related reserves will primarily consist of an allowance for doubtful accounts and rerate reserves. We record an allowance for doubtful accounts based on expected future losses. When estimating the expected future losses, we consider historical uncollectible amounts, known factors surrounding specific customers, as well as overall collection trends. Given the nature of our transportation services, future adjustments may arise which creates variability when establishing the transaction price used to recognize revenue. Rerate reserves, which are common for LTL carriers, are established during a robust process to capture incorrect ratings that require adjustment and could be identified based on many factors, including weight and commodity verifications. Our allowance for doubtful accounts totaled $13.8 million and $11.4 million as of December 31, 2020 and 2019, respectively. Given the nature of our transportation services, future adjustments may arise which creates variability when establishing the transaction price used to recognize revenue. We have a high volume of performance obligations with similar characteristics, therefore we primarily use historical trends to arrive at estimated reserves. Although the majority of rerating occurs in the same month as the original rating, a portion occurs during subsequent periods. At December 31, 2020 and 2019, our consolidated financial statements included a rerate reserve as a reduction to “Accounts Receivable” of $12.6 million and $7.9 million, respectively. For shipments in transit, we record revenue based on the percentage of service completed as of the period end and recognize delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to standard transit days. At December 31, 2020 and 2019, our consolidated financial statements included deferred revenue as a reduction to “Accounts Receivable” of $31.9 million and $25.2 million, respectively. Beginning January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers |
Self-Insurance Accruals for Claims | Self-Insurance Accruals for Claims Claims and insurance accruals, both current and long-term, primarily reflect the estimated settlement cost of claims for workers’ compensation and property damage and liability claims (also referred to as third-party liability claims), and include cargo loss and damage not covered by insurance. We establish and modify reserve estimates for workers’ compensation and property damage and liability claims primarily based upon actuarial analyses prepared by independent actuaries. These reserves are discounted to present value using a risk-free rate based on the year of occurrence. The risk-free rate is the U.S. Treasury rate for maturities that match the expected payout of such claims and was 0.5%, 2.0% and 2.6% for workers’ compensation claims incurred as of December 31, 2020, 2019 and 2018, respectively. The rate was 0.5%, 2.1% and 2.5% for property damage and liability claims incurred as of December 31, 2020, 2019 and 2018, respectively. The process of determining reserve requirements utilizes historical trends and involves an evaluation of accident frequency and severity, claims management, changes in health care costs and certain future administrative costs. The effect of future inflation for costs is considered in the actuarial analysis. Adjustments to previously established reserves are included in operating results in the year of adjustment. Expected aggregate undiscounted amounts and material changes to these amounts related to workers’ compensation and property damage and liability claims, or third-party liability claims, as of December 31 are presented below: (in millions) Workers’ Compensation Third-Party Liability Claims Total Undiscounted settlement cost estimate at December 31, 2018 $ 287.8 $ 73.6 $ 361.4 Estimated settlement cost for 2019 claims 103.3 35.2 138.5 Claim payments, net of recoveries (95.9 ) (36.1 ) (132.0 ) Change in estimated settlement cost for prior claim years (9.6 ) 1.1 (8.5 ) Undiscounted settlement cost estimate at December 31, 2019 $ 285.6 $ 73.8 $ 359.4 Estimated settlement cost for 2020 claims 95.0 36.4 131.4 Claim payments, net of recoveries (88.1 ) (53.6 ) (141.7 ) Change in estimated settlement cost for prior claim years (17.3 ) 13.4 (3.9 ) Undiscounted settlement cost estimate at December 31, 2020 $ 275.2 $ 70.0 $ 345.2 Discounted settlement cost estimate at December 31, 2020 $ 254.9 $ 68.4 $ 323.3 In addition to the amounts above, accrued settlement cost amounts for cargo claims and other insurance related amounts, none of which are discounted, totaled $11.1 million and $13.7 million at December 31, 2020 and 2019, respectively. Estimated cash payments to settle claims which were incurred on or before December 31, 2020, for the next five years and thereafter are as follows: (in millions) Workers’ Compensation Third-Party Liability Claims Total 2021 $ 78.1 $ 24.9 $ 103.0 2022 47.4 19.9 67.3 2023 31.3 12.3 43.6 2024 20.6 6.9 27.5 2025 14.9 3.0 17.9 Thereafter 82.9 3.0 85.9 Total $ 275.2 $ 70.0 $ 345.2 |
Equity-Based Compensation | Equity-Based Compensation We have various equity-based employee compensation plans, which are described more fully in Note 7 to our consolidated financial statements. We recognize compensation costs for non-vested shares based on the grant date fair value. For our equity grants, with no performance requirement, we recognize compensation cost on a straight-line basis over the requisite service period based on the grant-date fair value. For our performance-based awards, the Company expenses the grant date fair value of the awards which are probable of being earned in the performance period over the respective service period. |
Property and Equipment | Property and Equipment The following is a summary of the components of our property and equipment at cost at December 31: (in millions) 2020 2019 Land $ 235.7 $ 239.9 Structures 780.3 788.4 Revenue equipment 1,236.8 1,228.2 Technology equipment and software 321.5 291.7 Other, including miscellaneous field operations equipment 221.2 213.4 Total property and equipment, at cost $ 2,795.5 $ 2,761.6 We carry property and equipment at cost less accumulated depreciation. We compute depreciation using the straight-line method based on the following service lives: Years Structures 10 - 30 Revenue equipment 10 - 20 Technology equipment and software 3 - 7 Other 3 - 10 For the years ended December 31, 2020, 2019 and 2018, depreciation expense was $133.0 million, $150.5 million and $145.9 million, respectively. We charge maintenance and repairs to expense as incurred and betterments are capitalized. The cost of replacement tires is expensed at the time those tires are placed into service, as is the case with other repair and maintenance costs. Leasehold improvements are capitalized and amortized over the shorter of their useful lives or the remaining lease term. Our capital expenditures for the years ended December 31, 2020 and 2019 were $140.6 million and $143.2 million, respectively. These amounts were principally used to fund the purchase of used tractors and trailers, refurbish engines for our revenue fleet, acquire containers and improve our technology infrastructure. In addition to purchasing new revenue equipment, we also rebuild the engines of our tractors (at certain time or mile intervals). Because rebuilding an engine increases its useful life, we capitalize these costs and depreciate over the remaining useful life of the unit. The cost of engines on newly acquired revenue equipment is capitalized and depreciated over the estimated useful life of the related equipment. Our investment in technology equipment and software consists primarily of freight movement, automation, administrative, and related software. The Company capitalizes certain costs associated with developing or obtaining internal-use software. Capitalizable costs include external direct costs of materials and services utilized in developing or obtaining the software and payroll and payroll-related costs for employees directly associated with the development of the project. Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows expected to be generated by that asset or asset group are less than the carrying value of the long-lived assets, the carrying value would be reduced to the estimated fair value. |
Leases | Leases The Company determines if a contractual agreement is a lease or contains a lease at inception. We lease certain revenue equipment and real estate, predominantly through operating leases, and we have an immaterial number of leases in which we are a lessor. Operating leases are expensed on a straight-line basis over the life of the lease beginning on the lease commencement date. We determine the lease term by assuming the exercise of renewal options that are reasonably certain. The lease term is used to determine whether a lease is finance or operating and is used to calculate rent expense. Additionally, the depreciable life of leased assets and leasehold improvements is limited by the expected lease term. Operating lease balances are classified as operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities on our consolidated balance sheet. We have an immaterial amount of finance leases that are included in property and equipment, other current liabilities, and other long-term liabilities on our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate adjusted for duration and other factors to represent the rate we would have to pay to borrow on a collateralized basis based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease and we will adjust the life of the lease when it is reasonably certain that we will exercise these options. Key assumptions include discount rate, the impact of purchase options and renewal options on our lease term, as well as the assessment of residual value guarantees. We have lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. We have variable lease components, including lease payments with payment escalation based on the Consumer Price Index, and other variable items, such as common area maintenance and taxes. Our revenue equipment leases generally have purchase options. However, in most circumstances we are not typically certain of exercising the purchase option as we may sign a new lease, return the equipment to the lessor, or exercise the option as circumstances dictate. Our revenue equipment leases often contain residual value guarantees, but they are not reflected in our lease liabilities as our lease rates are such that residual value guarantees are not expected to be owed at the end of our leases. Wrecked units are expensed in full upon damage and paid out to the lessor. Our real estate leases will often have an option to extend the lease, but we are typically not reasonably certain of exercising options to extend as we have the ability to move to more advantageous locations over time, relocate to other leased and owned locations, or discontinue service from particular locations over time as customer demand changes. Beginning January 1, 2019, the Company adopted ASU 2016-02, Leases |
Income Taxes | Income Taxes The Company uses the asset and liability method to reflect income taxes on these consolidated financial statements, which results in the recognition of deferred tax assets and liabilities by applying enacted tax rates to the differences between the carrying value of existing assets and liabilities and their respective tax basis and to loss carryforwards. Tax credit carryforwards are recorded as deferred tax assets. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change occurs. The Company assesses the validity of deferred tax assets and loss and tax credit carryforwards and provides valuation allowances when it determines it is more likely than not that such assets, losses, or credits will not be realized. We have not recognized deferred taxes relative to foreign subsidiaries’ earnings that are deemed to be permanently reinvested. Any related taxes associated with such earnings are not material. |
Newly Adopted Accounting Standards and Impact of Recently Issued Accounting Standards | Newly-Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans Impact of Recently-Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 also removes certain exceptions to the general principles in Topic 740 including elimination of an exception to the general intraperiod tax allocation principle, and also clarifies and amends existing guidance to improve consistent application. While there are additional recently issued accounting standards that are applicable to the Company, none of these standards are expected to have a material impact on our consolidated financial statements and accompanying notes. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Disaggregation of Revenue | As such, the Company has determined it has one reporting segment and the composition of our revenue is summarized below with LTL shipments defined as shipments less than 10,000 pounds that move in our network. Consolidated (in millions) 2020 2019 2018 LTL revenue $ 4,093.3 $ 4,494.0 $ 4,690.6 Other revenue 420.4 377.2 401.4 Total revenue $ 4,513.7 $ 4,871.2 $ 5,092.0 |
Schedule of Undiscounted Amounts and Material Changes in Insurance Claims | Expected aggregate undiscounted amounts and material changes to these amounts related to workers’ compensation and property damage and liability claims, or third-party liability claims, as of December 31 are presented below: (in millions) Workers’ Compensation Third-Party Liability Claims Total Undiscounted settlement cost estimate at December 31, 2018 $ 287.8 $ 73.6 $ 361.4 Estimated settlement cost for 2019 claims 103.3 35.2 138.5 Claim payments, net of recoveries (95.9 ) (36.1 ) (132.0 ) Change in estimated settlement cost for prior claim years (9.6 ) 1.1 (8.5 ) Undiscounted settlement cost estimate at December 31, 2019 $ 285.6 $ 73.8 $ 359.4 Estimated settlement cost for 2020 claims 95.0 36.4 131.4 Claim payments, net of recoveries (88.1 ) (53.6 ) (141.7 ) Change in estimated settlement cost for prior claim years (17.3 ) 13.4 (3.9 ) Undiscounted settlement cost estimate at December 31, 2020 $ 275.2 $ 70.0 $ 345.2 Discounted settlement cost estimate at December 31, 2020 $ 254.9 $ 68.4 $ 323.3 |
Schedule of Estimated Cash Payments to Settle Claims | Estimated cash payments to settle claims which were incurred on or before December 31, 2020, for the next five years and thereafter are as follows: (in millions) Workers’ Compensation Third-Party Liability Claims Total 2021 $ 78.1 $ 24.9 $ 103.0 2022 47.4 19.9 67.3 2023 31.3 12.3 43.6 2024 20.6 6.9 27.5 2025 14.9 3.0 17.9 Thereafter 82.9 3.0 85.9 Total $ 275.2 $ 70.0 $ 345.2 |
Summary of Components of Property and Equipment | The following is a summary of the components of our property and equipment at cost at December 31: (in millions) 2020 2019 Land $ 235.7 $ 239.9 Structures 780.3 788.4 Revenue equipment 1,236.8 1,228.2 Technology equipment and software 321.5 291.7 Other, including miscellaneous field operations equipment 221.2 213.4 Total property and equipment, at cost $ 2,795.5 $ 2,761.6 |
Schedule of Service Lives for Property and Equipment | We carry property and equipment at cost less accumulated depreciation. We compute depreciation using the straight-line method based on the following service lives: Years Structures 10 - 30 Revenue equipment 10 - 20 Technology equipment and software 3 - 7 Other 3 - 10 |
Other Assets and Other Accrue_2
Other Assets and Other Accrued Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets And Other Accrued Taxes Disclosure [Abstract] | |
Schedule of Primary Components of Other Assets | The primary components of Other assets at December 31 are as follows: (in millions) 2020 2019 Unamortized UST debt costs - undrawn portion $ 24.1 $ — Intangible assets, net 13.1 15.0 Other (a) 14.5 35.4 Total $ 51.7 $ 50.4 (a) Other includes insurance receivables (which are offset by amounts to be paid for claims in excess of self-insured retention), long-term deposits, and other immaterial assets of varying types. |
Schedule of Other Accrued Taxes | The primary components of Other accrued taxes at December 31 are as follows: (in millions) 2020 2019 Current portion of employer payroll taxes $ 42.8 $ — Other (a) 25.8 25.8 Total $ 68.6 $ 25.8 (a) Other includes liabilities related to operating taxes and licenses, real estate taxes, and other immaterial tax liabilities of varying types. |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Reconciliation of the Beginning and Ending Balances of Projected Benefit Obligation and Fair Value of Plan Assets | The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2020 and 2019, and the funded status at December 31, 2020 and 2019, is as follows: (in millions) 2020 2019 Change in benefit obligation: Benefit obligation at beginning of year $ 1,128.8 $ 1,073.2 Interest cost 37.1 45.7 Benefits paid (102.1 ) (96.7 ) Actuarial (gain) loss 78.5 106.5 Other — 0.1 Benefit obligation at year end $ 1,142.3 $ 1,128.8 Change in plan assets: Fair value of plan assets at prior year end $ 900.0 $ 874.9 Actual return on plan assets 356.3 112.1 Employer contributions 36.5 9.7 Benefits paid (102.1 ) (96.7 ) Fair value of plan assets at year end $ 1,190.7 $ 900.0 Funded status at year end $ 48.4 $ (228.8 ) |
Amounts Recognized for Pension Plans | Amounts recognized in the consolidated balance sheets for these pension plans at December 31 are as follows: (in millions) 2020 2019 Noncurrent assets $ 63.2 $ 6.1 Current liabilities 0.7 1.0 Noncurrent liabilities 14.1 233.9 Total $ 48.4 $ (228.8 ) |
Amounts Recognized in Accumulated Other Comprehensive Loss | Amounts recognized in accumulated other comprehensive loss at December 31 consist of: (in millions) 2020 2019 Net actuarial loss $ 171.5 $ 406.1 Net prior service credit (9.4 ) (9.8 ) Total $ 162.1 $ 396.3 |
Information for Pension Plans with ABO in Excess of Plan Assets | Information for pension plans with an accumulated benefit obligation (“ABO”) in excess of plan assets and plan assets that exceed ABO at December 31, 2020 and 2019 is as follows: At December 31, 2020 (in millions) ABO Exceeds Assets Assets Exceed ABO Total Projected benefit obligation $ 482.9 $ 659.4 $ 1,142.3 Accumulated benefit obligation 482.9 659.4 1,142.3 Fair value of plan assets 468.1 722.6 1,190.7 At December 31, 2019 (in millions) ABO Exceeds Assets Assets Exceed ABO Total Projected benefit obligation $ 960.9 $ 167.9 $ 1,128.8 Accumulated benefit obligation 960.9 167.9 1,128.8 Fair value of plan assets 726.0 174.0 900.0 |
Schedule of Assumptions Used | Weighted average actuarial assumptions used to determine benefit obligations at December 31: 2020 2019 Discount rate 2.81 % 3.56 % Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31: 2020 2019 2018 Discount rate 3.56 % 4.44 % 3.77 % Expected rate of return on assets 7.0 % 7.0 % 7.0 % Mortality table (a) Pri-2012 (MP-2020 Scale, Custom) Pri-2012 (MP-2019 Scale, Custom) RP-2014 (MP-2016 Scale, Custom) (a) The 2020, 2019 and 2018 mortality tables were based on a custom mortality improvement scale to reflect expectations of underlying plan participants. |
Schedule of Asset Allocation and Targeted Long Term Asset Allocation | Our asset allocation as of December 31, 2020 and 2019, and targeted long-term asset allocation for the plans are as follows: 2020 2019 Target Equities 60 % 33 % 38 % Debt Securities 31 % 30 % 30 % Absolute Return 9 % 37 % 32 % |
Schedule of Expected Benefit Payments | Expected benefit payments from our qualified and non-qualified defined benefit pension plans for each of the next five years and the total benefit payments for the following five years ended December 31 are as follows: (in millions) 2021 2022 2023 2024 2025 2026-2030 Expected benefit payments $ 92.6 $ 88.8 $ 83.7 $ 82.0 $ 82.8 $ 354.1 |
Schedule of Costs of Retirement Plans | The components of our net periodic pension cost, other post-retirement costs and other amounts recognized in other comprehensive loss (income) before tax for the years ended December 31, 2020, 2019 and 2018 were as follows: (in millions) 2020 2019 2018 Net periodic benefit cost: Interest cost $ 37.1 $ 45.7 $ 44.1 Expected return on plan assets (61.1 ) (57.3 ) (60.0 ) Amortization of prior net losses 14.3 12.8 14.6 Amortization of prior net service credit (0.4 ) (0.4 ) (0.4 ) Settlement adjustment 3.6 1.8 10.9 Net periodic pension cost (benefit) $ (6.5 ) $ 2.6 $ 9.2 Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income): Net actuarial (gains) losses and other adjustments $ (216.7 ) $ 51.9 $ (0.9 ) Settlement adjustment (3.6 ) (1.8 ) (10.9 ) Amortization of prior net losses (14.3 ) (12.8 ) (14.6 ) Amortization of prior net service credit 0.4 0.4 0.4 Total recognized in other comprehensive loss (income) $ (234.2 ) $ 37.7 $ (26.0 ) Total recognized in net periodic benefit cost and other comprehensive loss (income) $ (240.7 ) $ 40.3 $ (16.8 ) |
Pension Assets at Fair Value | The tables below detail by level, within the fair value hierarchy, the pension assets at fair value as of December 31, 2020 and December 31, 2019: Pension Assets at Fair Value as of December 31, 2020 (in millions) Total Level 1 Level 2 Level 3 Equities $ 518.9 $ 518.4 $ 0.5 $ — Private equities 36.9 — — 36.9 Fixed income: Corporate and other 32.1 6.0 17.7 8.4 Government 250.5 55.4 195.1 — Interest bearing 67.0 8.7 58.3 — Investments measured at NAV (a) 285.3 Total plan assets $ 1,190.7 $ 588.5 $ 271.6 $ 45.3 Pension Assets at Fair Value as of December 31, 2019 (in millions) Total Level 1 Level 2 Level 3 Equities $ 67.0 $ 66.6 $ 0.4 $ — Private equities 36.4 — — 36.4 Fixed income: Corporate and other 29.0 2.2 18.4 8.4 Government 204.2 53.3 150.9 — Interest bearing 27.2 15.0 12.2 — Investments measured at NAV (a) 536.2 Total plan assets $ 900.0 $ 137.1 $ 181.9 $ 44.8 (a) Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. |
Assets Measured at Fair Value on a Recurring Basis (Level 3) | The table below presents the activity of our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in millions) Private Equities Fixed income Total Level 3 Balance at December 31, 2018 $ 43.4 $ 0.9 $ 44.3 Purchases — 8.1 8.1 Sales (16.7 ) (0.8 ) (17.5 ) Realized gains 1.9 — 1.9 Unrealized gains 7.8 0.2 8.0 Balance at December 31, 2019 $ 36.4 $ 8.4 $ 44.8 Transfers in 19.4 — 19.4 Purchases — 1.6 1.6 Sales (7.7 ) (1.4 ) (9.1 ) Unrealized losses (11.2 ) (0.2 ) (11.4 ) Balance at December 31, 2020 $ 36.9 $ 8.4 $ 45.3 |
Level 3 Assets Using NAV | The following table sets forth a summary of the assets for which a reported NAV is used to estimate the fair value as of December 31, 2020: Fair value estimated using Net Asset Value per Share (in millions) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Private equities (a) $ 119.0 $ 1.5 Redemptions not permitted Fixed income (b) 30.5 — Monthly, Quarterly 35-90 days Equities (c) 58.3 — Monthly 3-30 days Absolute return (d) 77.5 — Monthly, Quarterly 3-75 days Total $ 285.3 (a) Consists of private equity investments in pharmaceuticals and companies primarily in the technology and healthcare sectors. (b) Consists of investment in debt securities, secured and unsecured, including collateralized loan obligations of global companies, primarily across the U.S. and Europe. While certain fixed income investments allow redemptions, others do not. (c) Consists of public equity investments in U.S. and non-U.S. markets. (d) Consists of investments in global markets, including derivative securities of equity and fixed income indexes, commodities and interest rates. The following table sets forth a summary of the assets for which a reported NAV is used to estimate the fair value as of December 31, 2019: Fair value estimated using Net Asset Value per Share (in millions) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Private equities (a) $ 127.0 $ 1.7 Redemptions not permitted Fixed income (b) 231.4 4.1 Redemptions not permitted Equities (c) 81.9 — Daily, Monthly 0-30 days Absolute return (d) 95.9 — Monthly, Quarterly 3-75 days Total $ 536.2 (a) Consists of private equity investments in pharmaceuticals and companies primarily in the technology and healthcare sectors. (b) Primarily consists of investments in royalty payments from marketers of pharmaceuticals and related debt securities. (c) Consists of public equity investments in U.S. and non-U.S. markets. (d) Consists of investments in global markets, including derivative securities of equity and fixed income indexes, commodities and interest rates. |
Schedule of Multiemployer Plans | We expensed the following amounts related to these plans for the years ended December 31: (in millions) 2020 2019 2018 Health and welfare $ 488.7 $ 503.5 $ 499.3 Pension 123.6 127.6 115.5 Total $ 612.3 $ 631.1 $ 614.8 The following table provides additional information related to our participation in individually significant multi-employer pension plans for the year ended December 31, 2020: Expiration Date Funding of Collective- Pension Protection Zone Status (b) Improvement or Employer Bargaining Pension Fund (a) EIN Number 2020 2019 Rehabilitation Plan Surcharge Imposed Agreement Central States, Southeast and Southwest Areas Pension Fund 36-6044243 Critical and Declining Critical and Declining Yes No 3/31/2024 Teamsters National 401(k) Savings Plan (c) 52-1967784 N/A N/A N/A No 3/31/2024 Road Carriers Local 707 Pension Fund 51-6106510 Critical and Declining Critical and Declining Yes No 3/31/2024 Teamsters Local 641 Pension Fund 22-6220288 Critical and Declining Critical and Declining Yes No 3/31/2024 (a) The determination of individually significant multi-employer plans is based on our contributions to the plans relative to our total contributions over the periods presented, as well as our contributions to the plans relative to the total contributions that the individual plans received during the periods presented. (b) The Pension Protection Zone Status indicated herein is based on information that the Company obtained from the plans’ Forms 5500. Unless otherwise noted, the most recent PPA zone status available for 2020 and 2019 is for the plan’s year-end during calendar years 2019 and 2018, respectively. Among other factors, plans in the critical or critical and declining zone are generally less than 65 percent funded, plans in the endangered zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. (c) The policies of the Western Conference of Teamsters Pension Trust precluded the Company from reentering the plan on June 1, 2011. The plan did not assess a withdrawal liability and has not done so since June 1, 2011. Contributions related to the employees previously covered by this plan are now being made to the Teamsters National 401(k) Plan. |
Pension Amounts Contributed by Fund | The following table provides the pension amounts contributed by fund for those funds that are considered to be individually significant for the years ended December 31: (in millions) 2020 2019 2018 Central States, Southeast and Southwest Areas Pension Fund $ 69.0 $ 77.7 $ 70.7 Teamsters National 401(k) Savings Plan 17.5 19.0 14.7 Road Carriers Local 707 Pension Fund 1.9 2.5 2.2 Teamsters Local 641 Pension Fund 1.9 2.1 1.8 |
Debt and Financing (Tables)
Debt and Financing (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | Our outstanding debt as of December 31, 2020 and December 31, 2019 consisted of the following: As of December 31, 2020 (in millions) Par Value Discount Commitment Fee Debt Issuance Costs Book Value Effective Interest Rate Term Loan $ 613.0 $ (21.0 ) $ — $ (9.3 ) $ 582.7 (a) 9.5 % ABL Facility — — — — — N/A UST Loan Tranche A (b) 302.3 — (17.7 ) (4.6 ) 280.0 (c) 6.5 % UST Loan Tranche B 74.8 — (4.4 ) (1.2 ) 69.2 (c) 6.5 % Secured Second A&R CDA 24.1 — — (0.1 ) 24.0 7.7 % Unsecured Second A&R CDA 43.9 — — (0.1 ) 43.8 7.7 % Lease financing obligations 225.9 — — (0.2 ) 225.7 (d) 17.2 % Total debt $ 1,284.0 $ (21.0 ) $ (22.1 ) $ (15.5 ) $ 1,225.4 Current maturities of Unsecured Second A&R CDA (1.4 ) — — — (1.4 ) Current maturities of lease financing obligations (2.6 ) — — — (2.6 ) Long-term debt, less current portion $ 1,280.0 $ (21.0 ) $ (22.1 ) $ (15.5 ) $ 1,221.4 (a) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 3 or 6-month LIBOR, with a floor of 1.0%, plus a fixed margin of 7.5%. (b) The Par Value and the Book Value both reflect the accumulated cash funds that have been drawn and the accumulated paid-in-kind interest, which was $2.3 million as of December 31, 2020. (c) Variable interest rate based on the Eurodollar rate, which is currently determined by the 1, 2, 3 or 6-month LIBOR, with a floor of 1.0%, plus a fixed margin of 3.5%. ( d ) Interest rate for lease financing obligations is derived from the difference between total rent payment and calculated principal amortization over the life of lease agreements. As of December 31, 2019 (in millions) Par Value Discount Commitment Fee Debt Issuance Costs Book Value Effective Interest Rate Term Loan $ 600.0 $ (28.1 ) $ — $ (12.0 ) $ 559.9 10.5 % ABL Facility — — — — — N/A Secured Second A&R CDA 26.0 — — (0.1 ) 25.9 7.9 % Unsecured Second A&R CDA 45.2 — — (0.1 ) 45.1 7.9 % Lease financing obligations 231.6 — — (0.3 ) 231.3 (d) 16.5 % Total debt $ 902.8 $ (28.1 ) $ — $ (12.5 ) $ 862.2 Current maturities of Unsecured Second A&R CDA (1.4 ) — — — (1.4 ) Current maturities of lease financing obligations (2.7 ) — — — (2.7 ) Long-term debt, less current portion $ 898.7 $ (28.1 ) $ — $ (12.5 ) $ 858.1 |
Schedule of Maturities of Long-term Debt | The principal maturities over the next five years and thereafter of total debt as of December 31, 2020 was as follows: (in millions) Term Loan ABL Facility UST Tranche A (b) UST Tranche B Second A&R CDA Lease Financing Obligations (a) Total 2021 $ — $ — $ — $ — $ 1.4 $ 2.5 $ 3.9 2022 — — — — 66.6 4.1 70.7 2023 — — — — — 4.9 4.9 2024 613.0 — 302.3 74.8 — 2.4 992.5 2025 — — — — — 0.2 0.2 Thereafter — — — — — 211.8 211.8 Total $ 613.0 $ — $ 302.3 $ 74.8 $ 68.0 $ 225.9 $ 1,284.0 (a) Lease financing obligations subsequent to 2025 of $211.8 million consist primarily of interest payments (b) A portion of the applicable interest is paid-in-kind, which may impact the relevant principal maturities prospectively. |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The book value and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows: December 31, 2020 December 31, 2019 (in millions) Book Value Fair Value Book Value Fair Value Term Loan $ 582.7 $ 611.0 $ 559.9 $ 559.3 UST Loans 349.2 322.0 — — Second A&R CDA 67.8 67.8 71.0 71.7 Lease financing obligations 225.7 225.8 231.3 233.7 Total debt $ 1,225.4 $ 1,226.6 $ 862.2 $ 864.7 |
Schedule of Cash and Cash Equivalents and Managed Accessibility | The table below summarizes cash and cash equivalents and Managed Accessibility at December 31: (in millions) 2020 2019 Cash and cash equivalents $ 439.3 $ 109.2 Less: amounts placed into restricted cash subsequent to year-end (3.1 ) (29.0 ) Managed Accessibility 4.0 0.2 Total cash and cash equivalents and Managed Accessibility $ 440.2 $ 80.4 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Assets and Liabilities | Leases (in millions) December 31, 2020 December 31, 2019 Assets Operating lease right-of-use assets $ 276.0 $ 386.0 Liabilities Current Current operating lease liabilities $ 114.2 $ 120.8 Noncurrent Operating lease liabilities 172.6 246.3 Total lease liabilities $ 286.8 $ 367.1 |
Summary of Lease Cost | Lease Cost (in millions) Year Ended December 31, 2020 Year Ended December 31, 2019 Operating lease cost (a) $ 160.9 $ 168.0 Short-term cost (b) 16.3 14.2 Variable lease cost (b) 9.7 5.9 Total lease cost $ 186.9 $ 188.1 (a) Operating lease cost represent non-cash amortization of ROU assets and accretion of the discounted lease liabilities and is segregated on the statement of consolidated cash flows. (b) These costs are classified and recorded within purchased transportation; fuel, operating expenses and supplies. Other Information (in millions) Year Ended December 31, 2020 Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 134.0 $ 154.6 Leased assets obtained in exchange for new operating lease liabilities 13.5 129.7 |
Summary of Remaining Maturities of Lease Liabilities | Remaining Maturities of Lease Liabilities Operating Leases 2021 $ 142.5 2022 95.0 2023 52.7 2024 22.9 2025 10.8 After 2025 26.9 Total lease payments $ 350.8 Less: Interest 64.0 Present value of lease liabilities $ 286.8 |
Summary of Lease Term and Discount Rate | Lease Term and Discount Rate (years and percent) Weighted-Average Remaining Lease Term Weighted-Average Discount Rate Operating leases 3.3 12.1% |
Equity-Based Compensation Pla_2
Equity-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity of Unvested Restricted Stock and Stock Unit Awards | A summary of the activity of our unvested restricted stock and stock unit awards are presented in the following table: Shares/units (in thousands) Weighted Average Grant-Date Fair Value Unvested at December 31, 2017 1,307 $ 11.55 Granted 730 9.35 Vested and distributed (457 ) 10.91 Forfeited (164 ) 11.31 Unvested at December 31, 2018 1,416 $ 10.65 Granted 437 5.39 Vested and distributed (779 ) 9.16 Forfeited (81 ) 10.74 Unvested at December 31, 2019 993 $ 9.50 Granted 1,656 2.12 Vested and distributed (820 ) 5.44 Forfeited (258 ) 2.96 Unvested at December 31, 2020 1,571 $ 4.90 |
Summary of Vesting Provisions for Restricted Stock and Stock Unit Awards | The vesting provisions for the restricted stock and stock unit awards and the related number of shares granted during the year ended December 31 are as follows: Shares/units (in thousands) Vesting Terms 2020 2019 2018 50% immediately and 50% on the 1 year anniversary of grant date — 162 — 100% immediately 129 186 132 33.3% per year for three years 15 89 452 33.3% after 30 days and 33.3% on the 1 and 2 year anniversary of grant date 12 — — 25% immediately and 25% on the 1, 2 and 3 year anniversary of grant date 1,500 — — 100% on July 31, 2018 — — 146 Total restricted stock and stock units granted 1,656 437 730 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) were comprised of the following at December 31: (in millions) 2020 2019 Depreciation $ (83.8 ) $ (99.5 ) Operating lease right-of-use assets (65.3 ) (93.7 ) Deferred revenue (3.3 ) (6.3 ) Intangibles (2.9 ) (3.4 ) State taxes (19.6 ) (19.6 ) Other, including debt and interest (22.3 ) (16.0 ) Deferred tax liabilities (197.2 ) (238.5 ) Claims and insurance 84.4 89.9 Net operating loss carryforwards 216.7 210.7 Employee benefit accruals 23.9 94.8 Sale/leaseback transactions 53.0 55.5 Operating lease liabilities 68.7 93.8 Employer payroll taxes 20.0 — Other, including debt and interest 37.0 28.4 Deferred tax assets 503.7 573.1 Valuation allowance (305.6 ) (334.0 ) Net deferred tax assets 198.1 239.1 Net deferred tax asset $ 0.9 $ 0.6 |
Reconciliation between Federal Statutory Tax Rate and Consolidated Effective Tax Rate | A reconciliation between income taxes at the federal statutory rate and the consolidated effective tax rate follows for the years ended December 31: 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net (1.2 %) (0.7 %) 14.1 % Foreign tax rate differential (1.0 %) (2.6 %) 12.1 % Permanent differences (2.3 %) (0.6 %) 8.3 % Valuation allowance (19.7 )% (17.7 )% (17.5 )% Benefit from intraperiod tax allocation 20.0 % — % — % Net change in unrecognized tax benefits 8.9 % 0.6 % (0.9 )% Other, net (primarily prior year return to provision) 1.1 % 4.0 % (1.6 )% Effective tax rate 26.8 % 4.0 % 35.5 % |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) consisted of the following for the years ended December 31: (in millions) 2020 2019 2018 Current: Federal $ (6.2 ) $ — $ — State 0.4 (3.3 ) 5.4 Foreign 1.1 2.0 6.8 Current income tax expense (benefit) (4.7 ) (1.3 ) 12.2 Deferred: Federal (9.4 ) — — State (5.2 ) — — Foreign (0.3 ) (3.0 ) (1.1 ) Deferred income tax benefit (14.9 ) (3.0 ) (1.1 ) Income tax expense (benefit) $ (19.6 ) $ (4.3 ) $ 11.1 Based on the income (loss) before income taxes: Domestic $ (77.4 ) $ (104.7 ) $ 13.6 Foreign 4.3 (3.6 ) 17.7 Income (Loss) before income taxes $ (73.1 ) $ (108.3 ) $ 31.3 |
Schedule of Unrecognized Tax Benefits Roll Forward | A rollforward of the total amount of unrecognized tax benefits for the years ended December 31 is as follows: (in millions) 2020 2019 Unrecognized tax benefits at January 1 $ 58.5 $ 59.2 Increases related to: Tax positions taken during a prior period — — Tax positions taken during the current period 0.3 0.5 Decreases related to: Tax positions taken during a prior period (0.2 ) (0.1 ) Lapse of applicable statute of limitations (17.9 ) (1.1 ) Unrecognized tax benefits at December 31 $ 40.7 $ 58.5 |
Summary of Tax Years Remain Subject to Examination | Tax years that remain subject to examination for our major tax jurisdictions as of December 31, 2020: Statute remains open 2014-2019 Tax years not examined 2014-2020 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Schedule of Activity in Shares of Common Stock | The following reflects the activity in the shares of our common stock for the years ended December 31: Common Shares (in thousands) 2020 2019 2018 Beginning balance 33,715 33,090 32,733 Equity issuance - UST commitment fee 15,944 - - Issuance of equity awards, net 533 625 357 Ending balance 50,192 33,715 33,090 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Dilutive Earnings (Loss) Per Share | Our calculations for basic and dilutive earnings (loss) per share for the years ended December 31 are as follows: (dollars in millions, except per share data, shares and stock units in thousands) 2020 2019 2018 Basic and dilutive net income (loss) $ (53.5 ) $ (104.0 ) $ 20.2 Basic weighted average shares outstanding 41,694 33,252 32,983 Effect of dilutive securities: Unvested shares and stocks units (a) — — 876 Dilutive weighted average shares outstanding 41,694 33,252 33,859 Basic earnings (loss) per share (b) $ (1.28 ) $ (3.13 ) $ 0.61 Diluted earnings (loss) per share (b) $ (1.28 ) $ (3.13 ) $ 0.60 (a) (b) |
Schedule of Antidilutive Securities | Our anti-dilutive securities for the years ended December 31 are as follows: (shares in thousands) 2020 2019 2018 Anti-dilutive unvested shares and options 123 610 51 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Workforce Subject to Collective Bargaining Arrangements | Labor Force Concentration Risk | |
Concentration Risk [Line Items] | |
Percentage of workforce subject to collective bargaining agreements | 79.00% |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) | |
Accounting Policies [Line items] | ||||
Number of reportable segments | Segment | 1 | |||
Restricted amounts held in escrow-current | $ 38,700,000 | $ 0 | ||
Allowance for doubtful accounts | 13,800,000 | 11,400,000 | ||
Rerate reserve as a reduction to accounts receivable | 12,600,000 | 7,900,000 | ||
Deferred revenue | $ 31,900,000 | $ 25,200,000 | ||
Risk-free rate for maturities of workers' compensation claims | 0.50% | 2.00% | 2.60% | |
Risk-free rate for property damage and liability claims | 0.50% | 2.10% | 2.50% | |
Depreciation | $ 133,000,000 | $ 150,500,000 | $ 145,900,000 | |
Acquisition of property and equipment | 140,600,000 | 143,200,000 | $ 145,400,000 | |
Operating lease right-of-use assets | 276,000,000 | 386,000,000 | $ 378,800,000 | |
Operating lease liability | 286,800,000 | 367,100,000 | 378,800,000 | |
Lease deposits | 25,400,000 | |||
Operating lease liabilities | 172,600,000 | 246,300,000 | $ 25,400,000 | |
Cargo Claims And Other Insurance Related Amounts | ||||
Accounting Policies [Line items] | ||||
Undiscounted amount | $ 11,100,000 | $ 13,700,000 | ||
Accounting Standards Update 2014-09 | ||||
Accounting Policies [Line items] | ||||
Change in accounting principle, ASU adopted | true | |||
Change in accounting principle, ASU adoption date | Jan. 1, 2018 | |||
Change in accounting principle, ASU, immaterial effect | true | |||
Accounting Standards Update 2016-02 | ||||
Accounting Policies [Line items] | ||||
Change in accounting principle, ASU adopted | true | |||
Change in accounting principle, ASU adoption date | Jan. 1, 2019 | |||
Accounting Standards Update 2018-14 | ||||
Accounting Policies [Line items] | ||||
Change in accounting principle, ASU adopted | true | |||
Change in accounting principle, ASU adoption date | Dec. 31, 2020 | |||
Change in accounting principle, ASU, immaterial effect | true | |||
Workforce Subject to Collective Bargaining Arrangements | Labor Force Concentration Risk | ||||
Accounting Policies [Line items] | ||||
Percentage of workforce subject to collective bargaining agreements | 79.00% |
Accounting Policies - Disaggreg
Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from External Customer [Line Items] | |||
Total revenue | $ 4,513.7 | $ 4,871.2 | $ 5,092 |
LTL revenue | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 4,093.3 | 4,494 | 4,690.6 |
Other revenue | |||
Revenue from External Customer [Line Items] | |||
Total revenue | $ 420.4 | $ 377.2 | $ 401.4 |
Accounting Policies - Schedule
Accounting Policies - Schedule of Undiscounted Amounts and Material Changes in Insurance Claims (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Liability For Claims And Claims Adjustment Expense [Line Items] | ||
Undiscounted amount | $ 359.4 | $ 361.4 |
Estimated settlement cost | 131.4 | 138.5 |
Claim payments, net of recoveries | (141.7) | (132) |
Change in estimated settlement cost for prior claim years | (3.9) | (8.5) |
Undiscounted amount | 345.2 | 359.4 |
Discounted settlement cost estimate | 323.3 | |
Workers’ Compensation | ||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||
Undiscounted amount | 285.6 | 287.8 |
Estimated settlement cost | 95 | 103.3 |
Claim payments, net of recoveries | (88.1) | (95.9) |
Change in estimated settlement cost for prior claim years | (17.3) | (9.6) |
Undiscounted amount | 275.2 | 285.6 |
Discounted settlement cost estimate | 254.9 | |
Third-Party Liability Claims | ||
Liability For Claims And Claims Adjustment Expense [Line Items] | ||
Undiscounted amount | 73.8 | 73.6 |
Estimated settlement cost | 36.4 | 35.2 |
Claim payments, net of recoveries | (53.6) | (36.1) |
Change in estimated settlement cost for prior claim years | 13.4 | 1.1 |
Undiscounted amount | 70 | $ 73.8 |
Discounted settlement cost estimate | $ 68.4 |
Accounting Policies - Schedul_2
Accounting Policies - Schedule of Estimated Cash Payments to Settle Claims (Details) $ in Millions | Dec. 31, 2020USD ($) |
Liability for Claims and Claims Adjustment Expense [Line Items] | |
2021 | $ 103 |
2022 | 67.3 |
2023 | 43.6 |
2024 | 27.5 |
2025 | 17.9 |
Thereafter | 85.9 |
Total | 345.2 |
Workers’ Compensation | |
Liability for Claims and Claims Adjustment Expense [Line Items] | |
2021 | 78.1 |
2022 | 47.4 |
2023 | 31.3 |
2024 | 20.6 |
2025 | 14.9 |
Thereafter | 82.9 |
Total | 275.2 |
Third-Party Liability Claims | |
Liability for Claims and Claims Adjustment Expense [Line Items] | |
2021 | 24.9 |
2022 | 19.9 |
2023 | 12.3 |
2024 | 6.9 |
2025 | 3 |
Thereafter | 3 |
Total | $ 70 |
Accounting Policies - Summary o
Accounting Policies - Summary of Components of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Abstract] | ||
Land | $ 235.7 | $ 239.9 |
Structures | 780.3 | 788.4 |
Revenue equipment | 1,236.8 | 1,228.2 |
Technology equipment and software | 321.5 | 291.7 |
Other, including miscellaneous field operations equipment | 221.2 | 213.4 |
Total property and equipment, at cost | $ 2,795.5 | $ 2,761.6 |
Accounting Policies - Schedul_3
Accounting Policies - Schedule of Service Lives for Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Structures | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, service life | 10 years |
Structures | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, service life | 30 years |
Revenue equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, service life | 10 years |
Revenue equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, service life | 20 years |
Technology equipment and software | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, service life | 3 years |
Technology equipment and software | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, service life | 7 years |
Other | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, service life | 3 years |
Other | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and equipment, service life | 10 years |
Other Assets - Schedule of Prim
Other Assets - Schedule of Primary Components of Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets And Other Accrued Taxes Disclosure [Abstract] | ||
Unamortized UST debt costs - undrawn portion | $ 24.1 | |
Intangible assets, net | 13.1 | $ 15 |
Other | 14.5 | 35.4 |
Total | $ 51.7 | $ 50.4 |
Other Assets - Schedule of Pr_2
Other Assets - Schedule of Primary Components of Other Accrued Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets And Other Accrued Taxes Disclosure [Abstract] | ||
Current portion of employer payroll taxes | $ 42.8 | |
Other | 25.8 | $ 25.8 |
Total | $ 68.6 | $ 25.8 |
Other Assets - Additional Infor
Other Assets - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Other Assets And Other Accrued Taxes [Line Items] | |
Employer payroll taxes, deferral, CARES Act | $ 85.6 |
Payments Expiring on December 31, 2021 [Member] | |
Other Assets And Other Accrued Taxes [Line Items] | |
Percentage of deferred employer payroll taxes, payments, CARES Act | 50.00% |
Deferred employer payroll taxes, payments expiry date, CARES Act | Dec. 31, 2021 |
Payments Expiring on December 31, 2022 [Member] | |
Other Assets And Other Accrued Taxes [Line Items] | |
Percentage of deferred employer payroll taxes, payments, CARES Act | 50.00% |
Deferred employer payroll taxes, payments expiry date, CARES Act | Dec. 31, 2022 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)employee | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of employees sponsored by defined benefit pension plans | employee | 9,000 | |||
Settlement adjustment | $ 3,600,000 | $ 1,800,000 | $ 10,900,000 | |
Pension expense | 6,500,000 | |||
Pension expense recognition of settlements from lump sum payouts | 3,600,000 | |||
Cash contributions | $ 36,500,000 | $ 9,700,000 | ||
Current plan assumptions for discount rate | 3.56% | 4.44% | 3.77% | |
Return on assets | 7.00% | 7.00% | 7.00% | |
Overfunded (underfunded) status of plans | $ 48,400,000 | $ (228,800,000) | ||
Plan assets expected to be returned | 0 | |||
Unrecognized actuarial losses before tax | 162,100,000 | 396,300,000 | ||
Unrecognized actuarial losses net of tax | 152,500,000 | |||
Expected contributions for pension plans in next fiscal year | 4,700,000 | |||
Expected significant annual contributions for pension plans thereafter | 0 | |||
Income tax expense (benefit) related to amounts in other comprehensive income | 14,600,000 | (300,000) | $ (100,000) | |
Pension plan, net losses | 171,500,000 | |||
Projected benefit obligation | $ 1,142,300,000 | |||
Average remaining life expectancy of plan participants | 19 years | |||
Amortization of plan assets | $ 14,300,000 | 12,800,000 | ||
Employer discretionary contribution amount | 3,700,000 | 12,800,000 | 13,300,000 | |
Annual Incentive Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Incentive accruals | 10,000,000 | 0 | 29,800,000 | |
Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contribution to the multi-employer plan | $ 115,000,000 | $ 128,800,000 | $ 112,600,000 | |
Increase in annual future employer contribution | 3.50% | |||
Workforce Subject to Collective Bargaining Arrangements | Labor Force Concentration Risk | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Percentage of labor force | 79.00% | |||
Forecast | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Current plan assumptions for discount rate | 2.81% | |||
Return on assets | 5.00% | |||
Expected income | $ 5,600,000 | |||
Future expected rate of return on assets | 5.00% | |||
Net loss on expected amortization of plan assets | $ 12,300,000 | |||
Minimum | Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Minimum contribution percentage | 5.00% | 5.00% | ||
Multiemployer plan, additional surcharge required contribution rate | 5.00% | |||
Maximum | Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer plan, additional surcharge required contribution rate | 10.00% |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Reconciliation of Projected Benefit Obligation and Fair Value of Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Benefit obligation at beginning of year | $ 1,128.8 | $ 1,073.2 |
Interest cost | 37.1 | 45.7 |
Benefits paid | (102.1) | (96.7) |
Actuarial (gain) loss | 78.5 | 106.5 |
Other | 0.1 | |
Benefit obligation at year end | 1,142.3 | 1,128.8 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at prior year end | 900 | 874.9 |
Actual return on plan assets | 356.3 | 112.1 |
Employer contributions | 36.5 | 9.7 |
Benefits paid | (102.1) | (96.7) |
Fair value of plan assets at year end | 1,190.7 | 900 |
Funded status at year end | $ 48.4 | $ (228.8) |
Employee Benefits - Amounts Rec
Employee Benefits - Amounts Recognized for Pension Plans (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Compensation And Retirement Disclosure [Abstract] | ||
Noncurrent assets | $ 63.2 | $ 6.1 |
Current liabilities | 0.7 | 1 |
Noncurrent liabilities | 14.1 | 233.9 |
Total | $ 48.4 | $ (228.8) |
Employee Benefits - Amounts R_2
Employee Benefits - Amounts Recognized in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Compensation And Retirement Disclosure [Abstract] | ||
Net actuarial loss | $ 171.5 | $ 406.1 |
Net prior service credit | (9.4) | (9.8) |
Total | $ 162.1 | $ 396.3 |
Employee Benefits - Information
Employee Benefits - Information for Pension Plans with ABO in Excess of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Compensation And Retirement Disclosure [Abstract] | ||
ABO Exceeds Assets | $ 482.9 | $ 960.9 |
Assets Exceed ABO | 659.4 | 167.9 |
Projected benefit obligation | 1,142.3 | 1,128.8 |
ABO Exceeds Assets | 482.9 | 960.9 |
Assets Exceed ABO | 659.4 | 167.9 |
Accumulated benefit obligation | 1,142.3 | 1,128.8 |
ABO Exceeds Assets | 468.1 | 726 |
Assets Exceed ABO | 722.6 | 174 |
Fair value of plan assets | $ 1,190.7 | $ 900 |
Employee Benefits - Schedule _2
Employee Benefits - Schedule of Assumptions Used (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |||
Discount rate | 2.81% | 3.56% | |
Discount rate | 3.56% | 4.44% | 3.77% |
Expected rate of return on assets | 7.00% | 7.00% | 7.00% |
Employee Benefits - Schedule _3
Employee Benefits - Schedule of Asset Allocation and Targeted Long Term Asset Allocation (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan investments actual allocations | 60.00% | 33.00% |
Plan investments target allocations | 38.00% | |
Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan investments actual allocations | 31.00% | 30.00% |
Plan investments target allocations | 30.00% | |
Absolute Return | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan investments actual allocations | 9.00% | 37.00% |
Plan investments target allocations | 32.00% |
Employee Benefits - Schedule _4
Employee Benefits - Schedule of Expected Benefit Payments (Details) $ in Millions | Dec. 31, 2020USD ($) |
Expected benefit payments | |
2021 | $ 92.6 |
2022 | 88.8 |
2023 | 83.7 |
2024 | 82 |
2025 | 82.8 |
2026-2030 | $ 354.1 |
Employee Benefits - Schedule _5
Employee Benefits - Schedule of Costs of Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net periodic benefit cost: | |||
Interest cost | $ 37.1 | $ 45.7 | |
Amortization of prior net service credit | (14.3) | (12.8) | |
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income): | |||
Net actuarial (gains) losses and other adjustments | (204.6) | 51.7 | $ (1) |
Settlement adjustment | (3.6) | (1.8) | (10.9) |
Amortization of prior net losses | (12.7) | (12.9) | (14.6) |
Other Postretirement Benefits Plan | |||
Net periodic benefit cost: | |||
Interest cost | 37.1 | 45.7 | 44.1 |
Expected return on plan assets | (61.1) | (57.3) | (60) |
Amortization of prior net losses | 14.3 | 12.8 | 14.6 |
Amortization of prior net service credit | (0.4) | (0.4) | (0.4) |
Settlement adjustment | 3.6 | 1.8 | 10.9 |
Net periodic pension cost (benefit) | (6.5) | 2.6 | 9.2 |
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income): | |||
Net actuarial (gains) losses and other adjustments | (216.7) | 51.9 | (0.9) |
Settlement adjustment | (3.6) | (1.8) | (10.9) |
Amortization of prior net losses | (14.3) | (12.8) | (14.6) |
Amortization of prior net service credit | 0.4 | 0.4 | 0.4 |
Total recognized in other comprehensive loss (income) | (234.2) | 37.7 | (26) |
Total recognized in net periodic benefit cost and other comprehensive loss (income) | $ (240.7) | $ 40.3 | $ (16.8) |
Employee Benefits - Schedule _6
Employee Benefits - Schedule of Pension Assets at Fair Value Hierarchy Level (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | $ 1,190.7 | $ 900 | $ 874.9 |
Fair Value, Measurements, Recurring | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 1,190.7 | 900 | |
Fair Value, Measurements, Recurring | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 588.5 | 137.1 | |
Fair Value, Measurements, Recurring | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 271.6 | 181.9 | |
Fair Value, Measurements, Recurring | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 45.3 | 44.8 | $ 44.3 |
Fair Value, Measurements, Recurring | Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 518.9 | 67 | |
Fair Value, Measurements, Recurring | Equities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 518.4 | 66.6 | |
Fair Value, Measurements, Recurring | Equities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 0.5 | 0.4 | |
Fair Value, Measurements, Recurring | Private Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 36.9 | 36.4 | |
Fair Value, Measurements, Recurring | Private Equities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 36.9 | 36.4 | |
Fair Value, Measurements, Recurring | Corporate and Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 32.1 | 29 | |
Fair Value, Measurements, Recurring | Corporate and Other | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 6 | 2.2 | |
Fair Value, Measurements, Recurring | Corporate and Other | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 17.7 | 18.4 | |
Fair Value, Measurements, Recurring | Corporate and Other | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 8.4 | 8.4 | |
Fair Value, Measurements, Recurring | Government | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 250.5 | 204.2 | |
Fair Value, Measurements, Recurring | Government | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 55.4 | 53.3 | |
Fair Value, Measurements, Recurring | Government | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 195.1 | 150.9 | |
Fair Value, Measurements, Recurring | Interest Bearing | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 67 | 27.2 | |
Fair Value, Measurements, Recurring | Interest Bearing | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 8.7 | 15 | |
Fair Value, Measurements, Recurring | Interest Bearing | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | 58.3 | 12.2 | |
Fair Value, Measurements, Recurring | Investments Measured at NAV | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension assets at fair value | $ 285.3 | $ 536.2 |
Employee Benefits - Activity of
Employee Benefits - Activity of Assets Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at prior year end | $ 900 | $ 874.9 |
Fair value of plan assets at year end | 1,190.7 | 900 |
Fair Value, Measurements, Recurring | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at prior year end | 900 | |
Fair value of plan assets at year end | 1,190.7 | 900 |
Fair Value, Measurements, Recurring | Private Equities | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at prior year end | 36.4 | |
Fair value of plan assets at year end | 36.9 | 36.4 |
Fair Value, Measurements, Recurring | Level 3 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Transfers in | 19.4 | |
Purchases | 1.6 | 8.1 |
Sales | (9.1) | (17.5) |
Realized gains | 1.9 | |
Unrealized gain (loss) | (11.4) | 8 |
Fair value of plan assets at prior year end | 44.8 | 44.3 |
Fair value of plan assets at year end | 45.3 | 44.8 |
Fair Value, Measurements, Recurring | Level 3 | Private Equities | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets beginning of year | 36.4 | 43.4 |
Transfers in | 19.4 | |
Sales | (7.7) | (16.7) |
Realized gains | 1.9 | |
Unrealized gain (loss) | (11.2) | 7.8 |
Fair value of plan assets at year end | 36.9 | 36.4 |
Fair value of plan assets at prior year end | 36.4 | |
Fair value of plan assets at year end | 36.9 | 36.4 |
Fair Value, Measurements, Recurring | Level 3 | Fixed Income | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets beginning of year | 8.4 | 0.9 |
Purchases | 1.6 | 8.1 |
Sales | (1.4) | (0.8) |
Unrealized gain (loss) | (0.2) | 0.2 |
Fair value of plan assets at year end | $ 8.4 | $ 8.4 |
Employee Benefits - Summary of
Employee Benefits - Summary of Assets for Reported NAV Used to Estimate Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value | $ 1,190.7 | $ 900 | $ 874.9 |
Fair Value, Measurements, Recurring | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value | 1,190.7 | 900 | |
Fair Value, Measurements, Recurring | Net Asset Value per Share | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value | 285.3 | 536.2 | |
Fair Value, Measurements, Recurring | Private Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unfunded Commitments | 1.5 | 1.7 | |
Fair Value, Measurements, Recurring | Private Equities | Net Asset Value per Share | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value | 119 | 127 | |
Fair Value, Measurements, Recurring | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unfunded Commitments | 4.1 | ||
Fair Value, Measurements, Recurring | Fixed Income | Net Asset Value per Share | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value | $ 30.5 | 231.4 | |
Fair Value, Measurements, Recurring | Fixed Income | Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Redemption Notice Period | 35 days | ||
Fair Value, Measurements, Recurring | Fixed Income | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Redemption Notice Period | 90 days | ||
Fair Value, Measurements, Recurring | Equities | Net Asset Value per Share | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value | $ 58.3 | $ 81.9 | |
Fair Value, Measurements, Recurring | Equities | Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Redemption Notice Period | 3 days | 0 days | |
Fair Value, Measurements, Recurring | Equities | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Redemption Notice Period | 30 days | 30 days | |
Fair Value, Measurements, Recurring | Absolute Return | Net Asset Value per Share | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value | $ 77.5 | $ 95.9 | |
Fair Value, Measurements, Recurring | Absolute Return | Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Redemption Notice Period | 3 days | 3 days | |
Fair Value, Measurements, Recurring | Absolute Return | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Redemption Notice Period | 75 days | 75 days |
Employee Benefits - Summary o_2
Employee Benefits - Summary of Expense Related to Multi-Employer Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expense related to multi-employer plans | $ 612.3 | $ 631.1 | $ 614.8 |
Health and Welfare | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expense related to multi-employer plans | 488.7 | 503.5 | 499.3 |
Pension | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expense related to multi-employer plans | $ 123.6 | $ 127.6 | $ 115.5 |
Employee Benefits - Additiona_2
Employee Benefits - Additional Information Related to Participation in Individually Significant Multi-Employer Pension Plans (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Entity Tax Identification Number | 48-0948788 |
Central States, Southeast and Southwest Areas Pension Fund | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Entity Tax Identification Number | 36-6044243 |
Expiration Date of Collective-Bargaining Agreement | Mar. 31, 2024 |
Teamsters National 401 (k) Savings Plan | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Entity Tax Identification Number | 52-1967784 |
Expiration Date of Collective-Bargaining Agreement | Mar. 31, 2024 |
Road Carriers Local 707 Pension Fund | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Entity Tax Identification Number | 51-6106510 |
Expiration Date of Collective-Bargaining Agreement | Mar. 31, 2024 |
Teamsters Local 641 Pension Fund | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Entity Tax Identification Number | 22-6220288 |
Expiration Date of Collective-Bargaining Agreement | Mar. 31, 2024 |
Employee Benefits - Schedule _7
Employee Benefits - Schedule of Pension Amounts Contributed by Funds Considered to be Individually Significant (Details) - Pension - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contribution to the multi-employer plan | $ 115 | $ 128.8 | $ 112.6 |
Central States, Southeast and Southwest Areas Pension Fund | |||
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contribution to the multi-employer plan | 69 | 77.7 | 70.7 |
Teamsters National 401 (k) Savings Plan | |||
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contribution to the multi-employer plan | 17.5 | 19 | 14.7 |
Road Carriers Local 707 Pension Fund | |||
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contribution to the multi-employer plan | 1.9 | 2.5 | 2.2 |
Teamsters Local 641 Pension Fund | |||
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contribution to the multi-employer plan | $ 1.9 | $ 2.1 | $ 1.8 |
Debt and Financing - Schedule o
Debt and Financing - Schedule of Outstanding Debt (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Par Value | $ 1,284 | $ 902.8 |
Discount | (21) | (28.1) |
Commitment Fee | (22.1) | |
Debt Issuance Costs | (15.5) | (12.5) |
Book Value | 1,225.4 | 862.2 |
Book Value, Current Maturities | (4) | (4.1) |
Par Value, Excluding Current Maturities | 1,280 | 898.7 |
Premium (Discount), Excluding Current Maturities | (21) | (28.1) |
Commitment Fee, Excluding Current Maturities | (22.1) | |
Debt Issuance Costs, Noncurrent | (15.5) | (12.5) |
Book Value, Excluding Current Maturities | 1,221.4 | 858.1 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Par Value | 613 | 600 |
Discount | (21) | (28.1) |
Debt Issuance Costs | (9.3) | (12) |
Book Value | $ 582.7 | $ 559.9 |
Effective Interest Rate | 9.50% | 10.50% |
ABL Facility | 2014 ABL Facility Credit Agreement | ||
Debt Instrument [Line Items] | ||
Par Value | $ 0 | $ 0 |
Discount | 0 | 0 |
Debt Issuance Costs | 0 | 0 |
Book Value | 0 | 0 |
Tranche A | UST Loan | ||
Debt Instrument [Line Items] | ||
Par Value | 302.3 | |
Commitment Fee | (17.7) | |
Debt Issuance Costs | (4.6) | |
Book Value | $ 280 | |
Effective Interest Rate | 6.50% | |
Secured Second A&R CDA | ||
Debt Instrument [Line Items] | ||
Par Value | $ 24.1 | 26 |
Discount | 0 | 0 |
Debt Issuance Costs | (0.1) | (0.1) |
Book Value | $ 24 | $ 25.9 |
Effective Interest Rate | 7.70% | 7.90% |
Tranche B | UST Loan | ||
Debt Instrument [Line Items] | ||
Par Value | $ 74.8 | |
Commitment Fee | (4.4) | |
Debt Issuance Costs | (1.2) | |
Book Value | $ 69.2 | |
Effective Interest Rate | 6.50% | |
Unsecured Second A&R CDA | ||
Debt Instrument [Line Items] | ||
Par Value | $ 43.9 | $ 45.2 |
Discount | 0 | 0 |
Debt Issuance Costs | (0.1) | (0.1) |
Book Value | $ 43.8 | $ 45.1 |
Effective Interest Rate | 7.70% | 7.90% |
Par Value, Current Maturities | $ (1.4) | $ (1.4) |
Discount, Current Maturities | 0 | 0 |
Commitment Fee, Current Maturities | 0 | 0 |
Deferred Issuance Costs, Current | 0 | 0 |
Book Value, Current Maturities | (1.4) | (1.4) |
Lease financing obligations | ||
Debt Instrument [Line Items] | ||
Par Value | 225.9 | 231.6 |
Discount | 0 | 0 |
Debt Issuance Costs | (0.2) | (0.3) |
Book Value | $ 225.7 | $ 231.3 |
Effective Interest Rate | 17.20% | 16.50% |
Par Value, Current Maturities | $ (2.6) | $ (2.7) |
Discount, Current Maturities | 0 | 0 |
Commitment Fee, Current Maturities | 0 | 0 |
Deferred Issuance Costs, Current | 0 | 0 |
Book Value, Current Maturities | $ (2.6) | $ (2.7) |
Debt and Financing - Schedule_2
Debt and Financing - Schedule of Outstanding Debt (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 11, 2019 | Dec. 31, 2020 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 7.50% | 14.00% |
Tranche A | UST Loan | ||
Debt Instrument [Line Items] | ||
Accumulated paid-in-kind interest | $ 2.3 | |
London Interbank Offered Rate (LIBOR) | Term Loan | ||
Debt Instrument [Line Items] | ||
Floor interest rate | 1.00% | |
Basis spread on variable rate | 7.50% | |
London Interbank Offered Rate (LIBOR) | Tranche A | UST Loan | ||
Debt Instrument [Line Items] | ||
Floor interest rate | 1.00% | |
Basis spread on variable rate | 3.50% |
Debt and Financing - Additional
Debt and Financing - Additional Information (Details) - USD ($) | Jan. 04, 2021 | Jul. 07, 2020 | Sep. 11, 2019 | Jan. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 09, 2020 | Feb. 13, 2014 |
Debt Instrument [Line Items] | ||||||||||||||
Draw of funds to acquire tractors and trailers | $ 140,600,000 | $ 143,200,000 | $ 145,400,000 | |||||||||||
Common stock shares, issued | 50,192,000 | 50,192,000 | 33,715,000 | |||||||||||
Contribution rate of subsidiaries to funds | 25.00% | |||||||||||||
Cash and cash equivalents | $ 439,300,000 | $ 439,300,000 | $ 109,200,000 | |||||||||||
Minimum | 2014 ABL Facility Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Commitment fee percentage | 0.25% | |||||||||||||
Maximum | 2014 ABL Facility Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Commitment fee percentage | 0.375% | |||||||||||||
2014 ABL Facility Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount issued | $ 450,000,000 | |||||||||||||
Basis spread on variable rate | 2.25% | |||||||||||||
2014 ABL Facility Credit Agreement | Alternate Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 1.25% | |||||||||||||
Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount issued | $ 600,000,000 | |||||||||||||
Basis spread on variable rate | 7.50% | 14.00% | ||||||||||||
Margin step down if certain EBITDA is achieved | 1.00% | |||||||||||||
Term Loan | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Adjusted EBITDA threshold for margin step down | $ 400,000,000 | |||||||||||||
Term Loan | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Floor interest rate | 1.00% | |||||||||||||
ABL Facility | Minimum | 2014 ABL Facility Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 2.25% | 2.25% | ||||||||||||
UST Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount issued | $ 700,000,000 | |||||||||||||
Debt instrument maturity date | Sep. 30, 2024 | |||||||||||||
Common stock shares, issued | 15,943,753 | 15,943,753 | 15,943,753 | |||||||||||
Fair value of common stock shares issued | $ 46,700,000 | $ 46,700,000 | ||||||||||||
Unamortized commitment fees | 22,100,000 | 22,100,000 | ||||||||||||
Residual unamortized balance | 19,100,000 | 19,100,000 | ||||||||||||
Unamortized debt issuance costs | 5,800,000 | 5,800,000 | ||||||||||||
Debt issuance costs, residual unamortized balance | $ 5,000,000 | $ 5,000,000 | ||||||||||||
Debt issuance costs incurred for origination and legal fees | $ 12,200,000 | |||||||||||||
Expenses qualifying as adjustment cap, percent | 10.00% | 10.00% | ||||||||||||
Adjusted EBITDA expenses qualifying as adjustment cap, percent | 10.00% | 10.00% | ||||||||||||
UST Credit Agreement | 2014 ABL Facility Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Increase in interest rate | 0.50% | |||||||||||||
UST Credit Agreement | Forecast | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum adjusted EBITDA | $ 150,000,000 | $ 100,000,000 | ||||||||||||
Minimum adjusted EBITDA thereafter | $ 200,000,000 | |||||||||||||
UST Credit Agreement | Tranche A | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount issued | $ 300,000,000 | |||||||||||||
Percentage of paid in kind remainder | 1.50% | |||||||||||||
Proceeds from line of credit | $ 300,000,000 | |||||||||||||
UST Credit Agreement | Tranche A | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 3.50% | |||||||||||||
Floor interest rate | 1.00% | |||||||||||||
UST Credit Agreement | Tranche B | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount issued | $ 400,000,000 | |||||||||||||
Proceeds from line of credit | 74,800,000 | |||||||||||||
UST Credit Agreement | Tranche B | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Draw of funds to acquire tractors and trailers | $ 176,500,000 | |||||||||||||
UST Credit Agreement | Tranche B | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 3.50% | |||||||||||||
Floor interest rate | 1.00% | |||||||||||||
UST Credit Agreement | 2014 ABL Facility Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility borrowing capacity | $ 125,000,000 | |||||||||||||
Second Term Loan Amendment | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum adjusted EBITDA | $ 125,000,000 | 125,000,000 | ||||||||||||
Second Term Loan Amendment | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum adjusted EBITDA | 200,000,000 | |||||||||||||
Second Term Loan Amendment | Forecast | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum adjusted EBITDA | $ 100,000,000 | $ 150,000,000 | ||||||||||||
Minimum adjusted EBITDA thereafter | $ 200,000,000 | |||||||||||||
Second Term Loan Amendment | Forecast | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Minimum adjusted EBITDA | $ 100,000,000 | |||||||||||||
Second Term Loan Amendment | Term Loan | Eurodollar | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 7.50% | |||||||||||||
Second Term Loan Amendment | Term Loan | Alternate Base Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 6.50% | |||||||||||||
Amended Second A&R CDA | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument maturity date | Dec. 31, 2022 | |||||||||||||
Annual amortization of amount outstanding, percent | 2.00% | |||||||||||||
2014 ABL Facility Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cash and cash equivalents | 439,300,000 | 439,300,000 | 109,200,000 | |||||||||||
Line of credit facility, total cash and availability | 37,700,000 | |||||||||||||
Managed accessibility | 4,000,000 | 4,000,000 | 200,000 | |||||||||||
Cash, cash equivalents and managed accessibility | 440,200,000 | 440,200,000 | $ 80,400,000 | |||||||||||
2014 ABL Facility Credit Agreement | Letter of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Letters of credit outstanding, amount | 353,300,000 | $ 353,300,000 | ||||||||||||
Collateral line cap, percent | 10.00% | |||||||||||||
Restricted cash | 3,100,000 | $ 3,100,000 | ||||||||||||
2014 ABL Facility Credit Agreement | ABL Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, total cash and availability | $ 43,700,000 | $ 43,700,000 |
Debt and Financing - Schedule_3
Debt and Financing - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
2021 | $ 3.9 | |
2022 | 70.7 | |
2023 | 4.9 | |
2024 | 992.5 | |
2025 | 0.2 | |
Thereafter | 211.8 | |
Total | 1,284 | $ 902.8 |
Term Loan | ||
Debt Instrument [Line Items] | ||
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 613 | |
2025 | 0 | |
Thereafter | 0 | |
Total | 613 | 600 |
ABL Facility | 2014 ABL Facility Credit Agreement | ||
Debt Instrument [Line Items] | ||
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total | 0 | 0 |
Tranche A | UST Loan | ||
Debt Instrument [Line Items] | ||
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 302.3 | |
2025 | 0 | |
Thereafter | 0 | |
Total | 302.3 | |
Tranche B | UST Loan | ||
Debt Instrument [Line Items] | ||
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 74.8 | |
2025 | 0 | |
Thereafter | 0 | |
Total | 74.8 | |
Second A&R CDA | ||
Debt Instrument [Line Items] | ||
2021 | 1.4 | |
2022 | 66.6 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total | 68 | |
Lease Financing Obligation | ||
Debt Instrument [Line Items] | ||
2021 | 2.5 | |
2022 | 4.1 | |
2023 | 4.9 | |
2024 | 2.4 | |
2025 | 0.2 | |
Thereafter | 211.8 | |
Total | $ 225.9 | $ 231.6 |
Debt and Financing - Schedule_4
Debt and Financing - Schedule of Maturities of Long-term Debt (Parenthetical) (Details) $ in Millions | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Lease financing obligations subsequent to 2024 | $ 211.8 |
Lease Financing Obligation | |
Debt Instrument [Line Items] | |
Lease financing obligations subsequent to 2024 | $ 211.8 |
Debt and Financing - Schedule_5
Debt and Financing - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 1,225.4 | $ 862.2 |
Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 1,226.6 | 864.7 |
UST Loan | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 349.2 | |
UST Loan | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 322 | |
Term Loan | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 582.7 | 559.9 |
Term Loan | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 611 | 559.3 |
Lease financing obligations | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 225.7 | 231.3 |
Lease financing obligations | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 225.8 | 233.7 |
Second A&R CDA | Book Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 67.8 | 71 |
Second A&R CDA | Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 67.8 | $ 71.7 |
Debt and Financing - Schedule_6
Debt and Financing - Schedule of Cash and Cash Equivalents and Managed Accessibility (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Cash and cash equivalents | $ 439.3 | $ 109.2 |
2014 ABL Facility Credit Agreement | ||
Debt Instrument [Line Items] | ||
Cash and cash equivalents | 439.3 | 109.2 |
Less: amounts placed into restricted cash subsequent to year-end | (3.1) | (29) |
Managed accessibility | 4 | 0.2 |
Total cash and cash equivalents and Managed Accessibility | $ 440.2 | $ 80.4 |
Leases - Summary of Assets and
Leases - Summary of Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 276 | $ 386 | $ 378.8 |
Current operating lease liabilities | 114.2 | 120.8 | |
Operating lease liabilities | 172.6 | 246.3 | 25.4 |
Present value of lease liabilities | $ 286.8 | $ 367.1 | $ 378.8 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating lease cost | $ 160.9 | $ 168 | $ 0 |
Short-term cost | 16.3 | 14.2 | |
Variable lease cost | 9.7 | 5.9 | |
Total lease cost | $ 186.9 | $ 188.1 |
Leases - Summary of Remaining M
Leases - Summary of Remaining Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Operating Leases | |||
2021 | $ 142.5 | ||
2022 | 95 | ||
2023 | 52.7 | ||
2024 | 22.9 | ||
2025 | 10.8 | ||
After 2025 | 26.9 | ||
Total lease payments | 350.8 | ||
Less: Interest | 64 | ||
Present value of lease liabilities | $ 286.8 | $ 367.1 | $ 378.8 |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Discount Rate (Details) | Dec. 31, 2020 |
Leases [Abstract] | |
Weighted-Average Remaining Lease Term | 3 years 3 months 18 days |
Weighted-Average Discount Rate | 12.10% |
Leases - Summary of Other Infor
Leases - Summary of Other Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 134 | $ 154.6 |
Leased assets obtained in exchange for new operating lease liabilities | $ 13.5 | $ 129.7 |
Leases - Additional Information
Leases - Additional Information (Details) - Revenue Equipment $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lessee Lease Description [Line Items] | |
Operating lease commitment | $ 0.6 |
Operating lease term | 4 years |
Operating Lease Capital Equivalent | $ 0.7 |
Minimum annual rentals 2020 | 142.5 |
Future minimum payments due | $ 350.8 |
Equity-Based Compensation Pla_3
Equity-Based Compensation Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock and Stock Unit | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation cost share based awards | $ 2.9 | $ 3.6 | $ 6.2 |
Restricted stock units vested but common shares not distributed (in shares) | 580,000 | 500,000 | 660,000 |
Intrinsic value, outstanding | $ 7 | ||
Unrecognized compensation expense | $ 1.6 | ||
Period of recognition | 8 months 12 days | ||
Vested in Period, Fair Value | $ 4.5 | $ 7.1 | $ 5 |
2020 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 3,000,000 | ||
2019 Incentive and Equity Award Plan | Key Management Personnel | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 2,500,000 | ||
Amended and Restated 2011 Incentive and Equity Award Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 5,000,000 | ||
2011 and 2019 Incentive and Equity Award Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 2,800,000 | ||
Equity award plan. vesting rights | According to the plan provisions, the stock units provide the holders the right to receive one share of our Common Stock upon vesting (and distribution) of one stock unit. | ||
2011 and 2019 Incentive and Equity Award Plan | Performance Based Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting period | 30 days | ||
Compensation cost share based awards | $ 1.8 | $ 2.6 |
Equity-Based Compensation Pla_4
Equity-Based Compensation Plans - Summary of Activity of Unvested Restricted Stock and Stock Unit Awards (Details) - Restricted Stock and Stock Unit - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares/units [Roll Forward] | |||
Unvested Shares/units, Beginning balance | 993 | 1,416 | 1,307 |
Granted, Shares/units | 1,656 | 437 | 730 |
Vested, Shares/units | (820) | (779) | (457) |
Forfeited, Shares/units | (258) | (81) | (164) |
Unvested shares/units, Ending balance | 1,571 | 993 | 1,416 |
Weighted Average Grant-Date Fair Value [Roll Forward] | |||
Unvested, Weighted Average Grant-Date Fair Value, Beginning balance | $ 9.50 | $ 10.65 | $ 11.55 |
Granted, Weighted Average Grant-Date Fair Value | 2.12 | 5.39 | 9.35 |
Vested, Weighted Average Grant-Date Fair Value | 5.44 | 9.16 | 10.91 |
Forfeited, Weighted Average Grant-Date Fair Value | 2.96 | 10.74 | 11.31 |
Unvested, Weighted Average Grant-Date Fair Value, Ending balance | $ 4.90 | $ 9.50 | $ 10.65 |
Equity-Based Compensation Pla_5
Equity-Based Compensation Plans - Summary of Vesting Provisions for Restricted Stock and Stock Unit Awards (Details) - Restricted Stock and Stock Unit - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted, Shares/units | 1,656 | 437 | 730 |
50% immediately and 50% on the 1 year anniversary of grant date | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted, Shares/units | 0 | 162 | 0 |
100% immediately | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted, Shares/units | 129 | 186 | 132 |
33.3% per year for three years | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted, Shares/units | 15 | 89 | 452 |
33.3% after 30 days and 33.3% on the 1 and 2 year anniversary of grant date | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted, Shares/units | 12 | 0 | 0 |
25% immediately and 25% on the 1, 2 and 3 year anniversary of grant date | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted, Shares/units | 1,500 | 0 | 0 |
100% on July 31, 2018 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted, Shares/units | 0 | 0 | 146 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Depreciation | $ (83.8) | $ (99.5) |
Operating lease right-of-use assets | (65.3) | (93.7) |
Deferred revenue | (3.3) | (6.3) |
Intangibles | (2.9) | (3.4) |
State taxes | (19.6) | (19.6) |
Other, including debt and interest | (22.3) | (16) |
Deferred tax liabilities | (197.2) | (238.5) |
Claims and insurance | 84.4 | 89.9 |
Net operating loss carryforwards | 216.7 | 210.7 |
Employee benefit accruals | 23.9 | 94.8 |
Sale/leaseback transactions | 53 | 55.5 |
Operating lease liabilities | 68.7 | 93.8 |
Employer payroll taxes | 20 | |
Other, including debt and interest | 37 | 28.4 |
Deferred tax assets | 503.7 | 573.1 |
Valuation allowance | (305.6) | (334) |
Net deferred tax assets | 198.1 | 239.1 |
Net deferred tax asset | $ 0.9 | $ 0.6 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | |||
Net deferred tax asset | $ 900,000 | $ 600,000 | |
Income tax receivable | 1,900,000 | 1,600,000 | |
Net operating loss carryforwards | 753,100,000 | ||
Valuation allowance | 305,600,000 | 334,000,000 | |
Deferred income tax benefit | 14,600,000 | 0 | $ 0 |
Unrecognized tax benefits that would impact effective tax rate | 3,300,000 | 9,800,000 | |
Tax audit settlement expense | 0 | ||
Accrued penalties related to uncertain tax positions | 0 | $ 0 | |
Amount by which unrecognized tax benefits may decrease over the next 12 months | 700,000 | ||
Tax Year Prior to 2018 | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 684,600,000 | ||
Tax Year 2030 | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards, expiration year | 2030 | ||
Tax Year 2037 | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards, expiration year | 2037 | ||
Tax Year 2027 | General Business and Other Credit Carryforwards | |||
Income Tax Disclosure [Line Items] | |||
Foreign tax credit carryforwards, subject to expiration, year | 2027 | ||
Tax Year 2031 | General Business and Other Credit Carryforwards | |||
Income Tax Disclosure [Line Items] | |||
Foreign tax credit carryforwards, subject to expiration, year | 2031 | ||
Tax Year 2010 | State | |||
Income Tax Disclosure [Line Items] | |||
State audits of tax under examination, year | 2010 | ||
Tax Year 2011 | State | |||
Income Tax Disclosure [Line Items] | |||
State audits of tax under examination, year | 2011 | ||
Tax Year 2012 | State | |||
Income Tax Disclosure [Line Items] | |||
State audits of tax under examination, year | 2012 | ||
Tax Year 2013 | State | |||
Income Tax Disclosure [Line Items] | |||
State audits of tax under examination, year | 2013 | ||
Tax Year 2014 | State | |||
Income Tax Disclosure [Line Items] | |||
State audits of tax under examination, year | 2014 |
Income Taxes - Reconciliation b
Income Taxes - Reconciliation between Federal Statutory Tax Rate and Consolidated Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net | (1.20%) | (0.70%) | 14.10% |
Foreign tax rate differential | (1.00%) | (2.60%) | 12.10% |
Permanent differences | (2.30%) | (0.60%) | 8.30% |
Valuation allowance | (19.70%) | (17.70%) | (17.50%) |
Benefit from intraperiod tax allocation | 20.00% | 0.00% | 0.00% |
Net change in unrecognized tax benefits | 8.90% | 0.60% | (0.90%) |
Other, net (primarily prior year return to provision) | 1.10% | 4.00% | (1.60%) |
Effective tax rate | 26.80% | 4.00% | 35.50% |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ (6.2) | $ 0 | $ 0 |
State | 0.4 | (3.3) | 5.4 |
Foreign | 1.1 | 2 | 6.8 |
Current income tax expense (benefit) | (4.7) | (1.3) | 12.2 |
Deferred: | |||
Federal | (9.4) | 0 | 0 |
State | (5.2) | 0 | 0 |
Foreign | (0.3) | (3) | (1.1) |
Deferred income tax benefit | (14.9) | (3) | (1.1) |
Income tax expense (benefit) | (19.6) | (4.3) | 11.1 |
Domestic | (77.4) | (104.7) | 13.6 |
Foreign | 4.3 | (3.6) | 17.7 |
Income (Loss) before income taxes | $ (73.1) | $ (108.3) | $ 31.3 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized Tax Benefits [Roll Forward] | ||
Unrecognized tax benefits at January 1 | $ 58.5 | $ 59.2 |
Increases related to: tax positions taken during a prior period | 0 | 0 |
Increases related to: tax positions taken during the current period | 0.3 | 0.5 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (0.2) | (0.1) |
Decreases related to: lapse of applicable statute of limitations | (17.9) | (1.1) |
Unrecognized tax benefits at December 31 | $ 40.7 | $ 58.5 |
Income Taxes - Summary of Tax Y
Income Taxes - Summary of Tax Years Remain Subject to Examination (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Earliest Tax Year | |
Income Tax Disclosure [Line Items] | |
Statute remains open | 2014 |
Tax years not examined | 2014 |
Latest Tax Year | |
Income Tax Disclosure [Line Items] | |
Statute remains open | 2019 |
Tax years not examined | 2020 |
Shareholders' Deficit - Schedul
Shareholders' Deficit - Schedule of Activity in Shares of Common Stock (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, common shares | 33,715,000 | 33,090,000 | 32,733,000 |
Ending balance, common shares | 50,192,000 | 33,715,000 | 33,090,000 |
Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Equity issuance - UST commitment fee | 15,944,000 | ||
Issuance of equity awards, net | 533,000 | 625,000 | 357,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - International Brotherhood of Teamsters - Series A Voting Preferred Stock | 12 Months Ended |
Dec. 31, 2020Directorshares | |
Earnings Per Share Basic [Line Items] | |
Preferred stock, voting rights description | The Company issued to the IBT one share of Series A Voting Preferred Stock that entitles the holder to elect two directors to the Company’s Board of Directors. |
Number of voting share issued that entitles holder to elect directors | shares | 1 |
Number of directors to be elected for each voting share issued | Director | 2 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Basic and Dilutive Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Basic and dilutive net income (loss) | $ (53.5) | $ (104) | $ 20.2 |
Basic weighted average shares outstanding | 41,694 | 33,252 | 32,983 |
Effect of dilutive securities: | |||
Unvested shares and stock units | 0 | 0 | 876 |
Dilutive weighted average shares outstanding | 41,694 | 33,252 | 33,859 |
Basic earnings (loss) per share | $ (1.28) | $ (3.13) | $ 0.61 |
Diluted earnings (loss) per share | $ (1.28) | $ (3.13) | $ 0.60 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 09, 2020 | |
Earnings Per Share [Line Items] | ||||
Unvested shares and stock units | 0 | 0 | 876,000 | |
Common stock, shares issued | 50,192,000 | 33,715,000 | ||
UST Credit Agreement | ||||
Earnings Per Share [Line Items] | ||||
Common stock, shares issued | 15,943,753 | 15,943,753 |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Anti-Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Anti-Dilutive Unvested Shares and Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive unvested shares and options | 123 | 610 | 51 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Jan. 04, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||
Draw of funds to acquire tractors and trailers | $ 140.6 | $ 143.2 | $ 145.4 | |
UST Credit Agreement | Tranche B | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Draw of funds to acquire tractors and trailers | $ 176.5 |