ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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03-0450326
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Five American Lane
Greenwich, CT
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06831
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class:
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Name of Each Exchange on Which Registered:
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Common Stock, par value $.001 per share
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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PART I
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Page No.
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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Item 16
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•
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Market our diversified, multimodal offering to customers of all sizes, both new and existing accounts;
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•
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Cross-sell our Transportation segment solutions to customers of our Logistics segment;
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•
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Provide world-class solutions that satisfy our customers’ transportation-related supply chain goals;
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•
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Recruit and retain quality drivers, and best utilize our driver and equipment capacities;
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•
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Attract and retain quality independent owner-operators and independent brokered carriers for our carrier network;
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•
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Recruit and retain quality sales and customer service representatives, and continuously improve employee productivity with state-of-the-art training and technology;
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•
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Continue to develop cutting-edge transportation applications for our proprietary technology platform and make meaningful use of data; and
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•
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Integrate industry-best practices, with a focus on utilizing our advantages of scale to serve our customers efficiently and lower our administrative overhead.
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•
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Develop additional business in verticals where the Company already has deep logistics expertise and a strong track record of successful relationships;
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•
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Capture more share of spend with existing customers that could use our solutions for more of their supply chain needs, including both logistics and transportation;
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•
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Expand our relationships with existing customers that have multinational business interests in North America, Europe and Asia;
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•
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Cross-sell our Logistics segment solutions to customers of our Transportation segment;
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•
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Market the significant advantages of XPO’s proprietary logistics technology;
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•
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Market the ability of XPO to produce reliable, business-specific results across our global logistics network in a consistent manner;
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•
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Provide world-class solutions that meet our customers’ goals for supply chain performance, growth management and stakeholder satisfaction; and
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•
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Integrate industry-best practices, with a focus on utilizing our advantages of scale to serve our customers efficiently and lower our administrative overhead.
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Name
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Age
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Position
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Bradley S. Jacobs
|
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62
|
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Chairman of the Board and Chief Executive Officer
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Troy A. Cooper
|
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49
|
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President
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Kenneth R. Wagers III
|
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47
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Chief Operating Officer and Interim President, LTL–North America
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Sarah J.S. Glickman
|
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49
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Acting Chief Financial Officer
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Mario A. Harik
|
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38
|
|
Chief Information Officer
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•
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A reduction in overall freight volumes reduces our opportunities for growth. In addition, if a downturn in our customers’ business cycles causes a reduction in the volume of freight shipped by those customers, our operating results could be adversely affected;
|
•
|
Some of our customers may experience financial distress, file for bankruptcy protection, go out of business, or suffer disruptions in their business and may not be able to pay us. In addition, some customers may not pay us as quickly as they have in the past, causing our working capital needs to increase;
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•
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A significant number of our transportation providers may go out of business and we may be unable to secure sufficient equipment capacity or services to meet our commitments to our customers; and
|
•
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We may not be able to appropriately adjust our expenses to changing market demands. In order to maintain high variability in our business model, it is necessary to adjust staffing levels when market demand
|
•
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Competition from other transportation services companies, some of which offer different services or have a broader coverage network, more fully developed information technology systems and greater capital resources than we do;
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•
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A reduction in the rates charged by our competitors to gain business, especially during times of declining economic growth, which may limit our ability to maintain or increase our rates, maintain our operating margins or achieve significant growth in our business;
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•
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Shippers soliciting bids from multiple transportation providers for their shipping needs, which may result in the depression of freight rates or loss of business to competitors;
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•
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The establishment by our competitors of cooperative relationships to increase their ability to address shipper needs;
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•
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Decisions by our current or prospective customers to develop or expand internal capabilities for some of the services we provide; and
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•
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The development of new technologies or business models that could result in our disintermediation in certain businesses, such as freight brokerage.
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•
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Negatively affect our ability to pay principal and interest on our debt or dividends on our Series A Preferred Stock;
|
•
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Increase our vulnerability to general adverse economic and industry conditions;
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•
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Limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal or to comply with any restrictive terms of our debt;
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•
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Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
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Impair our ability to obtain additional financing or to refinance our indebtedness in the future; and
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•
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Place us at a competitive disadvantage compared to our competitors that may have proportionately less debt.
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•
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Equipment shortages in the transportation industry, particularly among contracted truckload carriers and railroads;
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•
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Interruptions or stoppages in transportation services as a result of labor disputes, seaport strikes, network congestion, weather-related issues, “Acts of God” or acts of terrorism;
|
•
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Changes in regulations impacting transportation;
|
•
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Increases in operating expenses for carriers, such as fuel costs, insurance premiums and licensing expenses, that result in a reduction in available carriers; and
|
•
|
Changes in transportation rates.
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(1)
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Other represents locations primarily in Asia.
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(2)
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Locations owned and leased by customers.
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(In millions, except per share data)
|
|
Total Number of
Shares Purchased (1) |
|
Average Price Paid
Per Share |
|
Total Number of Shares
Purchased as Part of Publicly Announced Plans or Programs |
|
Approximate Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
||||||
October 1, 2018 through October 31, 2018
|
|
—
|
|
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$
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—
|
|
|
—
|
|
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$
|
—
|
|
November 1, 2018 through November 30, 2018
|
|
—
|
|
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—
|
|
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—
|
|
|
—
|
|
||
December 1, 2018 through December 31, 2018
|
|
10
|
|
|
53.46
|
|
|
10
|
|
|
464
|
|
||
Total
|
|
10
|
|
|
$
|
53.46
|
|
|
10
|
|
|
$
|
464
|
|
(1)
|
Based on settlement date.
|
(2)
|
On December 14, 2018,
our
Board of Directors authorized share repurchases of up to
$1 billion
of
our
common stock.
For further details, refer to
Note 13
—Stockholders’ Equity
to the Consolidated Financial Statements. In January and February 2019, we repurchased
8 million
shares for an aggregate value of
$464 million
. This completed the authorized repurchase program.
On February 13, 2019,
our
Board of Directors authorized a new share repurchase of up to
$1.5 billion
of
our
common stock.
We are
not obligated to repurchase any specific number of shares, and may suspend or discontinue the program at any time.
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|
|
12/31/13
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12/31/14
|
|
12/31/15
|
|
12/31/16
|
|
12/31/17
|
|
12/31/18
|
||||||||||||
XPO Logistics, Inc.
|
|
$
|
100.00
|
|
|
$
|
155.50
|
|
|
$
|
103.65
|
|
|
$
|
164.17
|
|
|
$
|
348.38
|
|
|
$
|
216.96
|
|
Russell 2000
|
|
$
|
100.00
|
|
|
$
|
104.89
|
|
|
$
|
100.26
|
|
|
$
|
121.63
|
|
|
$
|
139.44
|
|
|
$
|
124.09
|
|
Dow Jones Transportation Average
|
|
$
|
100.00
|
|
|
$
|
125.07
|
|
|
$
|
104.11
|
|
|
$
|
127.36
|
|
|
$
|
151.58
|
|
|
$
|
132.90
|
|
Russell MidCap
|
|
$
|
100.00
|
|
|
$
|
113.22
|
|
|
$
|
110.46
|
|
|
$
|
125.70
|
|
|
$
|
148.97
|
|
|
$
|
135.48
|
|
|
|
As of or For the Years Ended December 31,
|
||||||||||||||||||
(In millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
17,279
|
|
|
$
|
15,381
|
|
|
$
|
14,619
|
|
|
$
|
7,623
|
|
|
$
|
2,357
|
|
Operating income (loss)
(1)
|
|
704
|
|
|
582
|
|
|
464
|
|
|
(29
|
)
|
|
(41
|
)
|
|||||
Income (loss) before income taxes
|
|
566
|
|
|
261
|
|
|
107
|
|
|
(283
|
)
|
|
(90
|
)
|
|||||
Net income (loss)
(2)
|
|
444
|
|
|
360
|
|
|
85
|
|
|
(192
|
)
|
|
(64
|
)
|
|||||
Net income (loss) attributable to common shareholders
(3)
|
|
390
|
|
|
312
|
|
|
63
|
|
|
(246
|
)
|
|
(107
|
)
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
|
|
$
|
3.17
|
|
|
$
|
2.72
|
|
|
$
|
0.57
|
|
|
$
|
(2.65
|
)
|
|
$
|
(2.00
|
)
|
Diluted earnings (loss) per share
|
|
2.88
|
|
|
2.45
|
|
|
0.53
|
|
|
(2.65
|
)
|
|
(2.00
|
)
|
|||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
12,270
|
|
|
$
|
12,602
|
|
|
$
|
11,698
|
|
|
$
|
12,643
|
|
|
$
|
2,749
|
|
Long-term debt, less current portion
|
|
3,902
|
|
|
4,418
|
|
|
4,732
|
|
|
5,273
|
|
|
580
|
|
|||||
Preferred stock
|
|
41
|
|
|
41
|
|
|
42
|
|
|
42
|
|
|
42
|
|
|||||
Total equity
|
|
3,970
|
|
|
4,010
|
|
|
3,038
|
|
|
3,061
|
|
|
1,655
|
|
(1)
|
Operating income for 2017 and 2016 reflects the retrospective effects from the January 1, 2018 adoption of Accounting Standard Update 2017-07, Compensation - Retirement Benefits (Topic 715): “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” See
Note 2
—Basis of Presentation and Significant Accounting Policies
to the Consolidated Financial Statements in Item 8 for further information.
|
(2)
|
As discussed further in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our net income for 2017 included a
$173 million
benefit related to the revaluation of our net deferred tax liabilities as a result of the Tax Cuts and Jobs Act (the “Tax Act”).
|
(3)
|
Net loss attributable to common shareholders for the years ended December 31, 2015 and 2014 reflect beneficial conversion charges of
$52 million
on Series C Preferred Stock and
$41 million
on Series B Preferred Stock, respectively, that were recorded as deemed distributions during the third quarter of 2015 and the fourth quarter of 2014, respectively.
|
(In millions, except per share data)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
(2) (3)
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
4,192
|
|
|
$
|
4,363
|
|
|
$
|
4,335
|
|
|
$
|
4,389
|
|
Operating income
|
|
141
|
|
|
228
|
|
|
209
|
|
|
126
|
|
||||
Net income
|
|
79
|
|
|
159
|
|
|
115
|
|
|
91
|
|
||||
Net income attributable to common shareholders
(1)
|
|
67
|
|
|
138
|
|
|
101
|
|
|
84
|
|
||||
Basic earnings per share
(1)
|
|
0.56
|
|
|
1.14
|
|
|
0.81
|
|
|
0.67
|
|
||||
Diluted earnings per share
(1)
|
|
0.50
|
|
|
1.03
|
|
|
0.74
|
|
|
0.62
|
|
||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
3,540
|
|
|
$
|
3,760
|
|
|
$
|
3,887
|
|
|
$
|
4,194
|
|
Operating income
|
|
104
|
|
|
175
|
|
|
177
|
|
|
126
|
|
||||
Net income
|
|
25
|
|
|
57
|
|
|
71
|
|
|
207
|
|
||||
Net income attributable to common shareholders
(1)
|
|
19
|
|
|
47
|
|
|
57
|
|
|
189
|
|
||||
Basic earnings per share
(1)
|
|
0.18
|
|
|
0.43
|
|
|
0.49
|
|
|
1.57
|
|
||||
Diluted earnings per share
(1)
|
|
0.16
|
|
|
0.38
|
|
|
0.44
|
|
|
1.42
|
|
(1)
|
The sum of the quarterly Net income (loss) attributable to common shareholders and earnings per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective periods and the impact of the two-class method of calculating earnings per share.
|
(2)
|
The fourth quarter of 2018 included a litigation charge of
$26 million
, a gain on the sale of an equity investment of
$24 million
and a restructuring charge of
$19 million
.
|
(3)
|
The fourth quarter of 2017 included a debt extinguishment loss of
$22 million
and a tax benefit of
$173 million
resulting from the enactment of the Tax Act.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
For the Years Ended December 31,
|
|
Percent of Revenue
|
|||||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Revenue
|
|
$
|
17,279
|
|
|
$
|
15,381
|
|
|
$
|
14,619
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of transportation and services
|
|
9,013
|
|
|
8,132
|
|
|
7,887
|
|
|
52.2
|
%
|
|
52.9
|
%
|
|
54.0
|
%
|
|||
Direct operating expense
|
|
5,725
|
|
|
5,006
|
|
|
4,616
|
|
|
33.1
|
%
|
|
32.5
|
%
|
|
31.6
|
%
|
|||
SG&A expense
|
|
1,837
|
|
|
1,661
|
|
|
1,652
|
|
|
10.6
|
%
|
|
10.8
|
%
|
|
11.3
|
%
|
|||
Operating income
|
|
704
|
|
|
582
|
|
|
464
|
|
|
4.1
|
%
|
|
3.8
|
%
|
|
3.2
|
%
|
|||
Other expense (income)
|
|
(109
|
)
|
|
(57
|
)
|
|
(34
|
)
|
|
(0.6
|
)%
|
|
(0.4
|
)%
|
|
(0.2
|
)%
|
|||
Foreign currency loss (gain)
|
|
3
|
|
|
58
|
|
|
(40
|
)
|
|
—
|
%
|
|
0.4
|
%
|
|
(0.3
|
)%
|
|||
Debt extinguishment loss
|
|
27
|
|
|
36
|
|
|
70
|
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.5
|
%
|
|||
Interest expense
|
|
217
|
|
|
284
|
|
|
361
|
|
|
1.3
|
%
|
|
1.8
|
%
|
|
2.5
|
%
|
|||
Income before income tax provision (benefit)
|
|
566
|
|
|
261
|
|
|
107
|
|
|
3.3
|
%
|
|
1.7
|
%
|
|
0.8
|
%
|
|||
Income tax provision (benefit)
|
|
122
|
|
|
(99
|
)
|
|
22
|
|
|
0.7
|
%
|
|
(0.6
|
)%
|
|
0.2
|
%
|
|||
Net income
|
|
$
|
444
|
|
|
$
|
360
|
|
|
$
|
85
|
|
|
2.6
|
%
|
|
2.3
|
%
|
|
0.6
|
%
|
•
|
The reduction in the U.S. corporate federal statutory tax rate from
35%
to
21%
required a one-time revaluation of our net deferred tax liabilities which resulted in a tax benefit of
$173 million
recorded as of December 31, 2017. No modifications were required during 2018.
|
•
|
The Tax Act required a one-time tax on the mandatory deemed repatriation of accumulated foreign earnings as of December 31, 2017. We did not incur a tax liability on the mandatory repatriation.
|
•
|
We did not incur U.S. tax liabilities from the Tax Act provision for the Base Erosion and Anti-Abuse Tax (“BEAT”) as of
December 31, 2018
.
|
•
|
We did incur U.S. tax liabilities from the Tax Act provision for the Global Intangible Low-Taxed Income (“GILTI”) as of
December 31, 2018
in the amount of
$8 million
. We made a policy decision to record GILTI as part of period cost.
|
|
|
For the Years Ended December 31,
|
|
Percent of Transportation Revenue
|
|||||||||||||||||
(In millions)
|
|
2018
(1)
|
|
2017
(1)
|
|
2016
(1)
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Revenue
|
|
$
|
11,343
|
|
|
$
|
10,276
|
|
|
$
|
9,976
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating income
|
|
646
|
|
|
547
|
|
|
459
|
|
|
5.7
|
%
|
|
5.3
|
%
|
|
4.6
|
%
|
(1)
|
Certain minor organizational changes were made in 2018 related to
our
managed transportation business. Managed transportation
previously had been included in the Logistics segment; as of January 1, 2018, it is reflected in the Transportation segment. Prior period information was recast to conform to the current year presentation
.
|
|
|
For the Years Ended December 31,
|
|
Percent of Logistics Revenue
|
|||||||||||||||||
(In millions)
|
|
2018
(1)
|
|
2017
(1)
|
|
2016
(1)
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Revenue
|
|
$
|
6,065
|
|
|
$
|
5,229
|
|
|
$
|
4,761
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating income
|
|
216
|
|
|
202
|
|
|
165
|
|
|
3.5
|
%
|
|
3.9
|
%
|
|
3.5
|
%
|
(1)
|
Certain minor organizational changes were made in 2018 related to
our
managed transportation business. Managed transportation
previously had been included in the Logistics segment; as of January 1, 2018, it is reflected in the Transportation segment. Prior period information was recast to conform to the current year presentation
.
|
|
|
December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
|
$
|
502
|
|
|
$
|
397
|
|
Working capital
|
|
375
|
|
|
591
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
|
$
|
1,102
|
|
|
$
|
785
|
|
|
$
|
622
|
|
Net cash (used in) provided by investing activities
|
|
(400
|
)
|
|
(386
|
)
|
|
142
|
|
|||
Net cash used in financing activities
|
|
(620
|
)
|
|
(366
|
)
|
|
(681
|
)
|
|||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
|
(17
|
)
|
|
16
|
|
|
(4
|
)
|
|||
Net increase in cash, cash equivalents and restricted cash
|
|
$
|
65
|
|
|
$
|
49
|
|
|
$
|
79
|
|
|
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
U.K. Plan
|
|||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||
Discount rate - net periodic benefit costs
|
|
3.14% - 3.38%
|
|
3.83% - 4.35%
|
|
2.84% - 3.21%
|
|
4.35
|
%
|
|
2.21
|
%
|
|
2.70
|
%
|
Discount rate - benefit obligations
|
|
4.18% - 4.39%
|
|
3.55% - 3.71%
|
|
3.93% - 4.28%
|
|
3.21% - 3.60%
|
|
|
2.85
|
%
|
|
2.53
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In millions)
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital leases payable
|
|
$
|
310
|
|
|
$
|
61
|
|
|
$
|
115
|
|
|
$
|
95
|
|
|
$
|
39
|
|
Operating leases
|
|
2,436
|
|
|
577
|
|
|
827
|
|
|
509
|
|
|
523
|
|
|||||
Purchase commitments
|
|
97
|
|
|
49
|
|
|
41
|
|
|
7
|
|
|
—
|
|
|||||
Debt (excluding capital leases)
|
|
4,126
|
|
|
322
|
|
|
262
|
|
|
1,737
|
|
|
1,805
|
|
|||||
Interest on debt
(1)
|
|
1,200
|
|
|
228
|
|
|
400
|
|
|
282
|
|
|
290
|
|
|||||
Total contractual cash obligations
|
|
$
|
8,169
|
|
|
$
|
1,237
|
|
|
$
|
1,645
|
|
|
$
|
2,630
|
|
|
$
|
2,657
|
|
(1)
|
Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of
December 31, 2018
.
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions, except per share data)
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
502
|
|
|
$
|
397
|
|
Accounts receivable, net of allowances of $52 and $42, respectively
|
|
2,596
|
|
|
2,725
|
|
||
Other current assets
|
|
590
|
|
|
466
|
|
||
Total current assets
|
|
3,688
|
|
|
3,588
|
|
||
Property and equipment, net of $1,585 and $1,110 in accumulated depreciation, respectively
|
|
2,605
|
|
|
2,664
|
|
||
Goodwill
|
|
4,467
|
|
|
4,564
|
|
||
Identifiable intangible assets, net of $706 and $560 in accumulated amortization, respectively
|
|
1,253
|
|
|
1,435
|
|
||
Other long-term assets
|
|
257
|
|
|
351
|
|
||
Total long-term assets
|
|
8,582
|
|
|
9,014
|
|
||
Total assets
|
|
$
|
12,270
|
|
|
$
|
12,602
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,258
|
|
|
$
|
1,251
|
|
Accrued expenses
|
|
1,480
|
|
|
1,526
|
|
||
Short-term borrowings and current maturities of long-term debt
|
|
367
|
|
|
104
|
|
||
Other current liabilities
|
|
208
|
|
|
116
|
|
||
Total current liabilities
|
|
3,313
|
|
|
2,997
|
|
||
Long-term debt
|
|
3,902
|
|
|
4,418
|
|
||
Deferred tax liability
|
|
444
|
|
|
419
|
|
||
Employee benefit obligations
|
|
153
|
|
|
162
|
|
||
Other long-term liabilities
|
|
488
|
|
|
596
|
|
||
Total long-term liabilities
|
|
4,987
|
|
|
5,595
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Convertible perpetual preferred stock, $0.001 par value; 10 shares authorized; 0.07 of Series A shares issued and outstanding as of December 31, 2018 and 2017, respectively
|
|
41
|
|
|
41
|
|
||
Common stock, $0.001 par value; 300 shares authorized; 116 and 120 shares issued and outstanding as of December 31, 2018 and 2017, respectively
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
3,311
|
|
|
3,590
|
|
||
Retained earnings (accumulated deficit)
|
|
377
|
|
|
(43
|
)
|
||
Accumulated other comprehensive (loss) income
|
|
(154
|
)
|
|
16
|
|
||
Total stockholders’ equity before noncontrolling interests
|
|
3,575
|
|
|
3,604
|
|
||
Noncontrolling interests
|
|
395
|
|
|
406
|
|
||
Total equity
|
|
3,970
|
|
|
4,010
|
|
||
Total liabilities and equity
|
|
$
|
12,270
|
|
|
$
|
12,602
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
$
|
17,279
|
|
|
$
|
15,381
|
|
|
$
|
14,619
|
|
Operating expenses
|
|
|
|
|
|
|
||||||
Cost of transportation and services
|
|
9,013
|
|
|
8,132
|
|
|
7,887
|
|
|||
Direct operating expense
|
|
5,725
|
|
|
5,006
|
|
|
4,616
|
|
|||
Sales, general and administrative expense
|
|
1,837
|
|
|
1,661
|
|
|
1,652
|
|
|||
Total operating expenses
|
|
16,575
|
|
|
14,799
|
|
|
14,155
|
|
|||
Operating income
|
|
704
|
|
|
582
|
|
|
464
|
|
|||
Other expense (income)
|
|
(109
|
)
|
|
(57
|
)
|
|
(34
|
)
|
|||
Foreign currency loss (gain)
|
|
3
|
|
|
58
|
|
|
(40
|
)
|
|||
Debt extinguishment loss
|
|
27
|
|
|
36
|
|
|
70
|
|
|||
Interest expense
|
|
217
|
|
|
284
|
|
|
361
|
|
|||
Income before income tax provision (benefit)
|
|
566
|
|
|
261
|
|
|
107
|
|
|||
Income tax provision (benefit)
|
|
122
|
|
|
(99
|
)
|
|
22
|
|
|||
Net income
|
|
444
|
|
|
360
|
|
|
85
|
|
|||
Net income attributable to noncontrolling interests
|
|
(22
|
)
|
|
(20
|
)
|
|
(16
|
)
|
|||
Net income attributable to XPO
|
|
$
|
422
|
|
|
$
|
340
|
|
|
$
|
69
|
|
|
|
|
|
|
|
|
||||||
Earnings per share data
(Note 16):
|
|
|
|
|
|
|
||||||
Net income attributable to common shareholders
|
|
$
|
390
|
|
|
$
|
312
|
|
|
$
|
63
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
3.17
|
|
|
$
|
2.72
|
|
|
$
|
0.57
|
|
Diluted earnings per share
|
|
$
|
2.88
|
|
|
$
|
2.45
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares outstanding
|
|
123
|
|
|
115
|
|
|
110
|
|
|||
Diluted weighted-average common shares outstanding
|
|
135
|
|
|
128
|
|
|
123
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
444
|
|
|
$
|
360
|
|
|
$
|
85
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation (loss) gain, net of tax effect of $(6), $47 and $-
|
|
$
|
(100
|
)
|
|
$
|
180
|
|
|
$
|
(138
|
)
|
Unrealized (loss) gain on financial assets/liabilities designated as hedging instruments, net of tax effect of $(1), $(1) and $-
|
|
(6
|
)
|
|
5
|
|
|
(7
|
)
|
|||
Defined benefit plans adjustment, net of tax effect of $23, $(29) and $(4)
|
|
(91
|
)
|
|
90
|
|
|
4
|
|
|||
Other comprehensive (loss) income
|
|
(197
|
)
|
|
275
|
|
|
(141
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
247
|
|
|
$
|
635
|
|
|
$
|
(56
|
)
|
Less: Comprehensive (loss) income attributable to noncontrolling interests
|
|
(5
|
)
|
|
72
|
|
|
(3
|
)
|
|||
Comprehensive income (loss) attributable to XPO
|
|
$
|
252
|
|
|
$
|
563
|
|
|
$
|
(53
|
)
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
444
|
|
|
$
|
360
|
|
|
$
|
85
|
|
Adjustments to reconcile net income to net cash from operating activities
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
716
|
|
|
658
|
|
|
643
|
|
|||
Stock compensation expense
|
|
49
|
|
|
79
|
|
|
55
|
|
|||
Accretion of debt
|
|
15
|
|
|
19
|
|
|
17
|
|
|||
Deferred tax expense (benefit)
|
|
45
|
|
|
(158
|
)
|
|
(21
|
)
|
|||
Debt extinguishment loss
|
|
27
|
|
|
36
|
|
|
70
|
|
|||
Unrealized (gain) loss on foreign currency option and forward contracts
|
|
(20
|
)
|
|
49
|
|
|
(40
|
)
|
|||
Gain on sale of equity investment
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
—
|
|
|
13
|
|
|
8
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(13
|
)
|
|
(320
|
)
|
|
(154
|
)
|
|||
Other assets
|
|
(49
|
)
|
|
(92
|
)
|
|
13
|
|
|||
Accounts payable
|
|
35
|
|
|
140
|
|
|
2
|
|
|||
Accrued expenses and other liabilities
|
|
(123
|
)
|
|
1
|
|
|
(56
|
)
|
|||
Net cash provided by operating activities
|
|
1,102
|
|
|
785
|
|
|
622
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Payment for purchases of property and equipment
|
|
(551
|
)
|
|
(504
|
)
|
|
(483
|
)
|
|||
Proceeds from sale of assets
|
|
143
|
|
|
118
|
|
|
69
|
|
|||
Proceeds from sale of business, net of $11 cash divested
|
|
—
|
|
|
—
|
|
|
548
|
|
|||
Other
|
|
8
|
|
|
—
|
|
|
8
|
|
|||
Net cash (used in) provided by investing activities
|
|
(400
|
)
|
|
(386
|
)
|
|
142
|
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
|
1,074
|
|
|
819
|
|
|
1,378
|
|
|||
Repurchase of debt
|
|
(1,225
|
)
|
|
(1,387
|
)
|
|
(1,889
|
)
|
|||
Proceeds from borrowings on ABL facility
|
|
1,355
|
|
|
995
|
|
|
360
|
|
|||
Repayment of borrowings on ABL facility
|
|
(1,455
|
)
|
|
(925
|
)
|
|
(330
|
)
|
|||
Repayment of long-term debt and capital leases
|
|
(119
|
)
|
|
(106
|
)
|
|
(151
|
)
|
|||
Payment of debt issuance costs
|
|
(10
|
)
|
|
(17
|
)
|
|
(26
|
)
|
|||
Proceeds from forward sale settlement
|
|
349
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from common stock offerings
|
|
—
|
|
|
288
|
|
|
—
|
|
|||
Repurchase of common stock
|
|
(536
|
)
|
|
—
|
|
|
—
|
|
|||
Change in bank overdrafts
|
|
—
|
|
|
(3
|
)
|
|
(17
|
)
|
|||
Payment for tax withholdings for restricted shares
|
|
(53
|
)
|
|
(17
|
)
|
|
(11
|
)
|
|||
Dividends paid
|
|
(8
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|||
Other
|
|
8
|
|
|
(6
|
)
|
|
10
|
|
|||
Net cash used in financing activities
|
|
(620
|
)
|
|
(366
|
)
|
|
(681
|
)
|
|||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
|
(17
|
)
|
|
16
|
|
|
(4
|
)
|
|||
Net increase in cash, cash equivalents and restricted cash
|
|
65
|
|
|
49
|
|
|
79
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
|
449
|
|
|
400
|
|
|
321
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
|
$
|
514
|
|
|
$
|
449
|
|
|
$
|
400
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
233
|
|
|
$
|
274
|
|
|
$
|
363
|
|
Cash paid for income taxes
|
|
$
|
70
|
|
|
$
|
79
|
|
|
$
|
41
|
|
|
|
Series A Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
(Shares in thousands, dollars in millions)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders’
Equity |
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||
Balance as of December 31, 2015
|
|
73
|
|
|
$
|
42
|
|
|
109,523
|
|
|
$
|
—
|
|
|
$
|
3,212
|
|
|
$
|
(465
|
)
|
|
$
|
(72
|
)
|
|
$
|
2,717
|
|
|
$
|
344
|
|
|
$
|
3,061
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|
16
|
|
|
85
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(122
|
)
|
|
(19
|
)
|
|
(141
|
)
|
||||||||
Repurchase of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Exercise and vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
1,298
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||||
Tax withholdings related to vesting of stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||||
Conversion of Series A preferred stock to common stock
|
|
(1
|
)
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock upon conversion of convertible senior notes, net of tax
|
|
—
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Dividend paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(6
|
)
|
||||||||
Adoption of stock compensation standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||||||
Balance as of December 31, 2016
|
|
72
|
|
|
$
|
42
|
|
|
111,087
|
|
|
$
|
—
|
|
|
$
|
3,245
|
|
|
$
|
(393
|
)
|
|
$
|
(194
|
)
|
|
$
|
2,700
|
|
|
$
|
338
|
|
|
$
|
3,038
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|
—
|
|
|
340
|
|
|
20
|
|
|
360
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
223
|
|
|
52
|
|
|
275
|
|
||||||||
Exercise and vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
728
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Tax withholdings related to vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
||||||||
Issuance of common stock from offering
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
288
|
|
||||||||
Conversion of Series A preferred stock to common stock
|
|
—
|
|
|
(1
|
)
|
|
103
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock upon conversion of convertible senior notes, net of tax
|
|
—
|
|
|
—
|
|
|
3,002
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||||||
Dividend paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
|
(7
|
)
|
||||||||
Impact of tax reform act
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||||
Balance as of December 31, 2017
|
|
72
|
|
|
$
|
41
|
|
|
119,920
|
|
|
$
|
—
|
|
|
$
|
3,590
|
|
|
$
|
(43
|
)
|
|
$
|
16
|
|
|
$
|
3,604
|
|
|
$
|
406
|
|
|
$
|
4,010
|
|
|
|
Series A Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
(Shares in thousands, dollars in millions)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders’
Equity |
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||
Balance as of December 31, 2017
|
|
72
|
|
|
$
|
41
|
|
|
119,920
|
|
|
$
|
—
|
|
|
$
|
3,590
|
|
|
$
|
(43
|
)
|
|
$
|
16
|
|
|
$
|
3,604
|
|
|
$
|
406
|
|
|
$
|
4,010
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
—
|
|
|
422
|
|
|
22
|
|
|
444
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
(170
|
)
|
|
(27
|
)
|
|
(197
|
)
|
||||||||
Exercise and vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
995
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Tax withholdings related to vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
||||||||
Issuance of common stock from forward sale settlement
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
349
|
|
|
—
|
|
|
—
|
|
|
349
|
|
|
—
|
|
|
349
|
|
||||||||
Retirement of common stock
|
|
—
|
|
|
—
|
|
|
(11,314
|
)
|
|
—
|
|
|
(608
|
)
|
|
—
|
|
|
—
|
|
|
(608
|
)
|
|
—
|
|
|
(608
|
)
|
||||||||
Dividend paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|
(9
|
)
|
||||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Balance as of December 31, 2018
|
|
72
|
|
|
$
|
41
|
|
|
115,683
|
|
|
$
|
—
|
|
|
$
|
3,311
|
|
|
$
|
377
|
|
|
$
|
(154
|
)
|
|
$
|
3,575
|
|
|
$
|
395
|
|
|
$
|
3,970
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
42
|
|
|
$
|
26
|
|
|
$
|
17
|
|
Provision charged to expense
|
|
36
|
|
|
24
|
|
|
15
|
|
|||
Write-offs, less recoveries, and other adjustments
|
|
(26
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|||
Ending balance
|
|
$
|
52
|
|
|
$
|
42
|
|
|
$
|
26
|
|
Classification
|
|
Estimated Useful Life
|
Buildings and leasehold improvements
|
|
Term of lease to 40 years
|
Vehicles, containers, tractors, trailers and tankers
|
|
3 to 14 years
|
Rail cars and chassis
|
|
15 to 30 years
|
Machinery and equipment
|
|
3 to 10 years
|
Computer software and equipment
|
|
1 to 6 years
|
Classification
|
|
Estimated Useful Life
|
Customer relationships
|
|
5 to 16 years
|
Non-compete agreements
|
|
Term of agreement
|
|
|
As of December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Accrued salaries and wages
|
|
$
|
539
|
|
|
$
|
581
|
|
Accrued transportation and facility charges
|
|
462
|
|
|
438
|
|
||
Accrued value-added tax and other taxes
|
|
172
|
|
|
176
|
|
||
Other accrued expenses
|
|
307
|
|
|
331
|
|
||
Total accrued expenses
|
|
$
|
1,480
|
|
|
$
|
1,526
|
|
(In millions)
|
|
Foreign Currency Translation Adjustments
|
|
Derivative Hedges
|
|
Defined Benefit Plans Liability
|
|
Less: AOCI Attributable to Noncontrolling Interests
|
|
AOCI Attributable to the Company
|
||||||||||
As of December 31, 2016
|
|
$
|
(206
|
)
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
25
|
|
|
$
|
(194
|
)
|
Other comprehensive income
|
|
180
|
|
|
10
|
|
|
92
|
|
|
(52
|
)
|
|
230
|
|
|||||
Amounts reclassified from AOCI
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Net current period other comprehensive income
|
|
180
|
|
|
5
|
|
|
90
|
|
|
(52
|
)
|
|
223
|
|
|||||
Impact of tax reform act
|
|
(17
|
)
|
|
2
|
|
|
2
|
|
|
—
|
|
|
(13
|
)
|
|||||
As of December 31, 2017
|
|
(43
|
)
|
|
7
|
|
|
79
|
|
|
(27
|
)
|
|
16
|
|
|||||
Other comprehensive (loss) income
|
|
(96
|
)
|
|
12
|
|
|
(89
|
)
|
|
27
|
|
|
(146
|
)
|
|||||
Amounts reclassified from AOCI
|
|
(4
|
)
|
|
(18
|
)
|
|
(2
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Net current period other comprehensive loss
|
|
(100
|
)
|
|
(6
|
)
|
|
(91
|
)
|
|
27
|
|
|
(170
|
)
|
|||||
As of December 31, 2018
|
|
$
|
(143
|
)
|
|
$
|
1
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
(154
|
)
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Unrealized foreign currency option and forward contracts (gains) losses
|
|
$
|
(20
|
)
|
|
$
|
49
|
|
|
$
|
(40
|
)
|
Realized foreign currency option and forward contracts losses (gains)
|
|
16
|
|
|
15
|
|
|
(3
|
)
|
|||
Foreign currency transaction and remeasurement losses (gains)
|
|
7
|
|
|
(6
|
)
|
|
3
|
|
|||
Total foreign currency loss (gain)
|
|
$
|
3
|
|
|
$
|
58
|
|
|
$
|
(40
|
)
|
•
|
Level 1—Quoted prices for identical instruments in active markets;
|
•
|
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and
|
•
|
Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.
|
|
|
As of December 31, 2018
|
||||||||||||||
(In millions)
|
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||||
Cash equivalents
|
|
$
|
237
|
|
|
$
|
237
|
|
|
$
|
236
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As of December 31, 2017
|
||||||||||||||
(In millions)
|
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||||
Cash equivalents
|
|
$
|
90
|
|
|
$
|
90
|
|
|
$
|
74
|
|
|
$
|
16
|
|
(In millions)
|
|
Transportation
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||
Year Ended December 31, 2018
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
11,343
|
|
|
$
|
6,065
|
|
|
$
|
—
|
|
|
$
|
(129
|
)
|
|
$
|
17,279
|
|
Operating income (loss)
|
|
646
|
|
|
216
|
|
|
(158
|
)
|
|
—
|
|
|
704
|
|
|||||
Depreciation and amortization
|
|
461
|
|
|
244
|
|
|
11
|
|
|
—
|
|
|
716
|
|
|||||
Year Ended December 31, 2017
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
10,276
|
|
|
$
|
5,229
|
|
|
$
|
—
|
|
|
$
|
(124
|
)
|
|
$
|
15,381
|
|
Operating income (loss)
|
|
547
|
|
|
202
|
|
|
(167
|
)
|
|
—
|
|
|
582
|
|
|||||
Depreciation and amortization
|
|
447
|
|
|
203
|
|
|
8
|
|
|
—
|
|
|
658
|
|
|||||
Year Ended December 31, 2016
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
9,976
|
|
|
$
|
4,761
|
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
14,619
|
|
Operating income (loss)
|
|
459
|
|
|
165
|
|
|
(160
|
)
|
|
—
|
|
|
464
|
|
|||||
Depreciation and amortization
|
|
456
|
|
|
185
|
|
|
2
|
|
|
—
|
|
|
643
|
|
(1)
|
Certain minor organizational changes were made in 2018 related to
the Company’s
managed transportation business. Managed transportation
previously had been included in the Logistics segment; as of January 1, 2018, it is reflected in the Transportation segment. Prior period information was recast to conform to the current year presentation
.
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
(In millions)
|
|
Transportation
|
|
Logistics
|
|
Eliminations
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
8,055
|
|
|
$
|
2,196
|
|
|
$
|
(19
|
)
|
|
$
|
10,232
|
|
North America (excluding United States)
|
|
274
|
|
|
67
|
|
|
—
|
|
|
341
|
|
||||
France
|
|
1,496
|
|
|
687
|
|
|
(18
|
)
|
|
2,165
|
|
||||
United Kingdom
|
|
704
|
|
|
1,436
|
|
|
(70
|
)
|
|
2,070
|
|
||||
Europe (excluding France and United Kingdom)
|
|
793
|
|
|
1,584
|
|
|
(18
|
)
|
|
2,359
|
|
||||
Other
|
|
21
|
|
|
95
|
|
|
(4
|
)
|
|
112
|
|
||||
Total
|
|
$
|
11,343
|
|
|
$
|
6,065
|
|
|
$
|
(129
|
)
|
|
$
|
17,279
|
|
|
|
Year Ended December 31,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Revenue
|
|
|
|
|
||||
United States
|
|
$
|
9,163
|
|
|
$
|
8,758
|
|
North America (excluding United States)
|
|
298
|
|
|
322
|
|
||
France
|
|
2,006
|
|
|
1,903
|
|
||
United Kingdom
|
|
1,799
|
|
|
1,701
|
|
||
Europe (excluding France and United Kingdom)
|
|
1,930
|
|
|
1,644
|
|
||
Other
|
|
185
|
|
|
291
|
|
||
Total
|
|
$
|
15,381
|
|
|
$
|
14,619
|
|
(In millions)
|
|
Year Ended December 31, 2018
|
||
Transportation:
|
|
|
||
Freight brokerage and truckload
|
|
$
|
4,784
|
|
LTL
|
|
4,839
|
|
|
Last mile
(1)
|
|
1,065
|
|
|
Managed transportation
|
|
462
|
|
|
Global forwarding
|
|
338
|
|
|
Transportation eliminations
|
|
(145
|
)
|
|
Total Transportation segment revenue
|
|
11,343
|
|
|
Total Logistics segment revenue
|
|
6,065
|
|
|
Intersegment eliminations
|
|
(129
|
)
|
|
Total revenue
|
|
$
|
17,279
|
|
(1)
|
Comprised of the Company’s North American last mile operations.
|
|
|
Year ended December 31, 2018
|
|
|
||||||||
(In millions)
|
|
Charges Incurred
|
|
Payments
|
|
Reserve Balance as of December 31, 2
018
|
||||||
Severance
|
|
|
|
|
|
|
||||||
Transportation
|
|
$
|
12
|
|
|
$
|
(3
|
)
|
|
$
|
9
|
|
Logistics
|
|
6
|
|
|
(1
|
)
|
|
5
|
|
|||
Corporate
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
|||
Total
|
|
$
|
21
|
|
|
$
|
(5
|
)
|
|
$
|
16
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Property and equipment
|
|
|
|
|
||||
Land
|
|
$
|
356
|
|
|
$
|
410
|
|
Buildings and leasehold improvements
|
|
555
|
|
|
558
|
|
||
Vehicles, tractors, trailers and tankers
|
|
1,561
|
|
|
1,464
|
|
||
Machinery and equipment
|
|
809
|
|
|
648
|
|
||
Computer software and equipment
|
|
909
|
|
|
694
|
|
||
|
|
4,190
|
|
|
3,774
|
|
||
Less: accumulated depreciation and amortization
|
|
(1,585
|
)
|
|
(1,110
|
)
|
||
Total property and equipment, net
|
|
$
|
2,605
|
|
|
$
|
2,664
|
|
(In millions)
|
|
Transportation
|
|
Logistics
|
|
Total
|
||||||
Goodwill as of December 31, 2016
(1)
|
|
$
|
2,420
|
|
|
$
|
1,906
|
|
|
$
|
4,326
|
|
Impact of foreign exchange translation
|
|
107
|
|
|
131
|
|
|
238
|
|
|||
Goodwill as of December 31, 2017
|
|
2,527
|
|
|
2,037
|
|
|
4,564
|
|
|||
Impact of foreign exchange translation
|
|
(7
|
)
|
|
(90
|
)
|
|
(97
|
)
|
|||
Goodwill as of December 31, 2018
|
|
$
|
2,520
|
|
|
$
|
1,947
|
|
|
$
|
4,467
|
|
(1)
|
Certain minor organizational changes were made in 2018 related to
the Company’s
managed transportation business. Managed transportation
’s goodwill
previously had been included in the Logistics segment; as of January 1, 2018, it is reflected in the Transportation segment. Prior period information was recast to conform to the current year presentation
. This resulted in
$69 million
of goodwill being reflected in the Transportation segment as of December 31, 2016, previously reflected in the Logistics segment.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In millions)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Definite-lived intangibles
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
|
$
|
1,891
|
|
|
$
|
640
|
|
|
$
|
1,924
|
|
|
$
|
494
|
|
Trade name
|
|
52
|
|
|
52
|
|
|
54
|
|
|
52
|
|
||||
Non-compete agreements
|
|
16
|
|
|
14
|
|
|
17
|
|
|
14
|
|
||||
|
|
$
|
1,959
|
|
|
$
|
706
|
|
|
$
|
1,995
|
|
|
$
|
560
|
|
(In millions)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Estimated amortization expense
|
|
$
|
151
|
|
|
$
|
145
|
|
|
$
|
138
|
|
|
$
|
128
|
|
|
$
|
111
|
|
|
$
|
580
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||
(In millions)
|
|
Notional Amount
|
|
Balance Sheet Caption
|
|
Fair Value
|
|
Balance Sheet Caption
|
|
Fair Value
|
||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||
Cross-currency swap agreements
|
|
$
|
1,270
|
|
|
Other long-term assets
|
|
$
|
—
|
|
|
Other long-term liabilities
|
|
$
|
(81
|
)
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency option contracts
|
|
473
|
|
|
Other current assets
|
|
7
|
|
|
Other current liabilities
|
|
—
|
|
|||
Total
|
|
|
|
|
|
$
|
7
|
|
|
|
|
$
|
(81
|
)
|
|
|
December 31, 2017
|
||||||||||||||
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||
(In millions)
|
|
Notional Amount
|
|
Balance Sheet Caption
|
|
Fair Value
|
|
Balance Sheet Caption
|
|
Fair Value
|
||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||
Cross-currency swap agreements
|
|
$
|
1,304
|
|
|
Other long-term assets
|
|
$
|
—
|
|
|
Other long-term liabilities
|
|
$
|
(146
|
)
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency option and forward contracts
|
|
1,038
|
|
|
Other current assets
|
|
2
|
|
|
Other current liabilities
|
|
(16
|
)
|
|||
Total
|
|
|
|
|
|
$
|
2
|
|
|
|
|
$
|
(162
|
)
|
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative
|
|
Amount of Gain (Loss) Reclassified from AOCI into Net Income
|
|
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cross-currency swap agreements
|
|
$
|
13
|
|
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
—
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Derivatives designated as net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cross-currency swap agreements
|
|
52
|
|
|
(100
|
)
|
|
15
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
8
|
|
|||||||
Nonderivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Foreign currency denominated notes
|
|
—
|
|
|
8
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
65
|
|
|
$
|
(111
|
)
|
|
$
|
(7
|
)
|
|
$
|
17
|
|
|
$
|
(3
|
)
|
|
$
|
5
|
|
|
$
|
8
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
(In millions)
|
|
Principal Balance
|
|
Carrying Value
|
|
Principal Balance
|
|
Carrying Value
|
||||||||
ABL facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
100
|
|
Term loan facility
|
|
1,503
|
|
|
1,474
|
|
|
1,494
|
|
|
1,456
|
|
||||
6.125% Senior Notes due 2023
|
|
535
|
|
|
529
|
|
|
535
|
|
|
528
|
|
||||
6.50% Senior Notes due 2022
|
|
1,200
|
|
|
1,190
|
|
|
1,600
|
|
|
1,583
|
|
||||
6.70% Senior Debentures due 2034
|
|
300
|
|
|
205
|
|
|
300
|
|
|
203
|
|
||||
Trade securitization program
|
|
283
|
|
|
281
|
|
|
303
|
|
|
299
|
|
||||
Unsecured credit facility
|
|
250
|
|
|
246
|
|
|
—
|
|
|
—
|
|
||||
Asset financing and other
|
|
55
|
|
|
55
|
|
|
104
|
|
|
105
|
|
||||
Capital leases for equipment
|
|
289
|
|
|
289
|
|
|
248
|
|
|
248
|
|
||||
Total debt
|
|
4,415
|
|
|
4,269
|
|
|
4,684
|
|
|
4,522
|
|
||||
Short-term borrowings and current maturities of long-term debt
|
|
371
|
|
|
367
|
|
|
104
|
|
|
104
|
|
||||
Long-term debt
|
|
$
|
4,044
|
|
|
$
|
3,902
|
|
|
$
|
4,580
|
|
|
$
|
4,418
|
|
(In millions)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Principal payments on debt
|
|
$
|
322
|
|
|
$
|
259
|
|
|
$
|
3
|
|
|
$
|
1,201
|
|
|
$
|
536
|
|
|
$
|
1,805
|
|
|
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
U.K. Plan
|
||||||||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Projected benefit obligation at beginning of year
|
|
$
|
1,743
|
|
|
$
|
1,745
|
|
|
$
|
78
|
|
|
$
|
74
|
|
|
$
|
1,305
|
|
|
$
|
1,235
|
|
Interest cost
|
|
57
|
|
|
74
|
|
|
2
|
|
|
3
|
|
|
28
|
|
|
34
|
|
||||||
Plan amendment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||||
Actuarial (gain) loss
|
|
(142
|
)
|
|
128
|
|
|
(5
|
)
|
|
6
|
|
|
(62
|
)
|
|
(23
|
)
|
||||||
Benefits paid
|
|
(69
|
)
|
|
(62
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(56
|
)
|
|
(60
|
)
|
||||||
Settlement
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
119
|
|
||||||
Projected benefit obligation at end of year
(1)
|
|
$
|
1,589
|
|
|
$
|
1,743
|
|
|
$
|
70
|
|
|
$
|
78
|
|
|
$
|
1,164
|
|
|
$
|
1,305
|
|
(1)
|
At the end of each year presented, the accumulated benefit obligations for the plans are equal to the projected benefit obligations.
|
|
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
U.K. Plan
|
||||||||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Fair value of plan assets at beginning of year
|
|
$
|
1,764
|
|
|
$
|
1,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,390
|
|
|
$
|
1,207
|
|
Actual return on plan assets
|
|
(113
|
)
|
|
268
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
109
|
|
||||||
Employer contributions
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
3
|
|
|
13
|
|
||||||
Benefits paid
|
|
(69
|
)
|
|
(62
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(56
|
)
|
|
(60
|
)
|
||||||
Settlement
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
121
|
|
||||||
Fair value of plan assets at end of year
|
|
$
|
1,582
|
|
|
$
|
1,764
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,227
|
|
|
$
|
1,390
|
|
|
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
U.K. Plan
|
||||||||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Funded status:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status at end of year
|
|
$
|
(7
|
)
|
|
$
|
21
|
|
|
$
|
(70
|
)
|
|
$
|
(78
|
)
|
|
$
|
63
|
|
|
$
|
85
|
|
Funded status recognized in balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term assets
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63
|
|
|
$
|
85
|
|
Current liabilities
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||||
Long-term liabilities
|
|
(7
|
)
|
|
—
|
|
|
(65
|
)
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
||||||
Net amount recognized
|
|
$
|
(7
|
)
|
|
$
|
21
|
|
|
$
|
(70
|
)
|
|
$
|
(78
|
)
|
|
$
|
63
|
|
|
$
|
85
|
|
Plans with projected and accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected and accumulated benefit obligation
|
|
$
|
1,589
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value of plan assets
|
|
1,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
U.K. Plan
|
||||||||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Actuarial (loss) gain
|
|
$
|
(50
|
)
|
|
$
|
13
|
|
|
$
|
(3
|
)
|
|
$
|
(8
|
)
|
|
$
|
5
|
|
|
$
|
44
|
|
Prior-service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
39
|
|
||||||
AOCI
|
|
$
|
(50
|
)
|
|
$
|
13
|
|
|
$
|
(3
|
)
|
|
$
|
(8
|
)
|
|
$
|
24
|
|
|
$
|
83
|
|
|
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
U.K. Plan
|
||||||||||||||||||||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Net periodic benefit (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest cost
|
|
$
|
57
|
|
|
$
|
74
|
|
|
$
|
76
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
28
|
|
|
$
|
34
|
|
|
$
|
41
|
|
Expected return on plan assets
|
|
(92
|
)
|
|
(93
|
)
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
(60
|
)
|
|
(59
|
)
|
|||||||||
Amortization of prior-service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Recognized AOCI loss due to settlements
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit (income) expense
|
|
$
|
(35
|
)
|
|
$
|
(20
|
)
|
|
$
|
(12
|
)
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
(41
|
)
|
|
$
|
(27
|
)
|
|
$
|
(19
|
)
|
Amounts recognized in Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial loss (gain)
|
|
$
|
63
|
|
|
$
|
(47
|
)
|
|
$
|
11
|
|
|
$
|
(5
|
)
|
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
40
|
|
|
$
|
(72
|
)
|
|
$
|
29
|
|
Prior-service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
(42
|
)
|
|||||||||
Reclassification of recognized AOCI gain due to settlements
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Reclassification of prior-service credit to net periodic benefit (income) expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|||||||||
Loss (gain) recognized in Other comprehensive (loss) income
|
|
$
|
63
|
|
|
$
|
(46
|
)
|
|
$
|
11
|
|
|
$
|
(5
|
)
|
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
61
|
|
|
$
|
(71
|
)
|
|
$
|
(12
|
)
|
|
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
U.K. Plan
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate - net periodic benefit costs
|
|
3.14% - 3.38%
|
|
3.83% - 4.35%
|
|
4.65
|
%
|
|
2.84% - 3.21%
|
|
4.35
|
%
|
|
4.65
|
%
|
|
2.21
|
%
|
|
2.70
|
%
|
|
3.75
|
%
|
Discount rate - benefit obligations
|
|
4.18% - 4.39%
|
|
3.55% - 3.71%
|
|
4.35
|
%
|
|
3.93% - 4.28%
|
|
3.21% - 3.60%
|
|
|
4.35
|
%
|
|
2.85
|
%
|
|
2.53
|
%
|
|
2.70
|
%
|
Expected long-term rate of return on plan assets
|
|
3.00% - 5.40%
|
|
2.35% - 5.65%
|
|
5.58
|
%
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
|
4.95
|
%
|
|
5.00
|
%
|
|
5.40
|
%
|
(In millions)
|
|
U.S. Qualified Plans
|
|
U.S. Non-Qualified Plans
|
|
U.K. Plan
|
||||||
Year ending December 31:
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
80
|
|
|
$
|
5
|
|
|
$
|
40
|
|
2020
|
|
83
|
|
|
5
|
|
|
41
|
|
|||
2021
|
|
87
|
|
|
5
|
|
|
43
|
|
|||
2022
|
|
89
|
|
|
5
|
|
|
45
|
|
|||
2023
|
|
92
|
|
|
5
|
|
|
46
|
|
|||
2024-2028
|
|
492
|
|
|
25
|
|
|
257
|
|
(Dollars in millions)
|
|
December 31, 2018
|
|
|
|||||||||||||||
Asset category (U.S. Qualified Plans)
|
|
Level 1
|
|
Level 2
|
|
Not Subject to Leveling
(1)
|
|
Total
|
|
Percentage of Plan Assets
|
|||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Short-term investment fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
37
|
|
|
2.3
|
%
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. large companies
|
|
—
|
|
|
—
|
|
|
107
|
|
|
107
|
|
|
6.8
|
%
|
||||
U.S. small companies
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
1.6
|
%
|
||||
International
|
|
59
|
|
|
—
|
|
|
60
|
|
|
119
|
|
|
7.5
|
%
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Global long-term debt instruments
|
|
223
|
|
|
1,063
|
|
|
8
|
|
|
1,294
|
|
|
81.8
|
%
|
||||
Derivatives
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total U.S. Plan assets
|
|
$
|
308
|
|
|
$
|
1,062
|
|
|
$
|
212
|
|
|
$
|
1,582
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asset category (U.K. Plan)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
4.6
|
%
|
Fixed income securities
|
|
—
|
|
|
615
|
|
|
363
|
|
|
978
|
|
|
79.7
|
%
|
||||
Derivatives
|
|
—
|
|
|
5
|
|
|
26
|
|
|
31
|
|
|
2.6
|
%
|
||||
Hedge funds
(2)
|
|
—
|
|
|
—
|
|
|
38
|
|
|
38
|
|
|
3.1
|
%
|
||||
Diversified multi-asset funds:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Dynamic asset allocation
|
|
—
|
|
|
—
|
|
|
123
|
|
|
123
|
|
|
10.0
|
%
|
||||
Total U.K. Plan assets
|
|
$
|
57
|
|
|
$
|
620
|
|
|
$
|
550
|
|
|
$
|
1,227
|
|
|
100.0
|
%
|
(1)
|
In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total defined benefit pension plan assets.
|
(2)
|
The fair value of the fund is based on the fair value of the underlying assets, substantially all of which is invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on anniversary of investment with
60 days
’ prior notice.
|
(Dollars in millions)
|
|
December 31, 2017
|
|
|
|||||||||||||||
Asset category (U.S. Qualified Plans)
|
|
Level 1
|
|
Level 2
|
|
Not Subject to Leveling
(1)
|
|
Total
|
|
Percentage of Plan Assets
|
|||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Short-term investment fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
25
|
|
|
1.4
|
%
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. large companies
|
|
189
|
|
|
49
|
|
|
101
|
|
|
339
|
|
|
19.2
|
%
|
||||
U.S. small companies
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
2.1
|
%
|
||||
International
|
|
79
|
|
|
—
|
|
|
82
|
|
|
161
|
|
|
9.1
|
%
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Global long-term debt instruments
|
|
171
|
|
|
940
|
|
|
87
|
|
|
1,198
|
|
|
68.0
|
%
|
||||
Derivatives
|
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
0.2
|
%
|
||||
Total U.S. Plan assets
|
|
$
|
477
|
|
|
$
|
992
|
|
|
$
|
295
|
|
|
$
|
1,764
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asset category (U.K. Plan)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
4.6
|
%
|
Fixed income securities
|
|
—
|
|
|
371
|
|
|
293
|
|
|
664
|
|
|
47.8
|
%
|
||||
Derivatives
|
|
—
|
|
|
13
|
|
|
54
|
|
|
67
|
|
|
4.9
|
%
|
||||
Hedge funds
(2)
|
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
|
3.0
|
%
|
||||
Diversified multi-asset funds:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Risk parity
|
|
—
|
|
|
—
|
|
|
275
|
|
|
275
|
|
|
19.8
|
%
|
||||
Dynamic asset allocation
|
|
—
|
|
|
—
|
|
|
277
|
|
|
277
|
|
|
19.9
|
%
|
||||
Total U.K. Plan assets
|
|
$
|
65
|
|
|
$
|
384
|
|
|
$
|
941
|
|
|
$
|
1,390
|
|
|
100.0
|
%
|
(1)
|
In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total defined benefit pension plan assets.
|
(2)
|
The fair value of the fund is based on the fair value of the underlying assets, substantially all of which is invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on anniversary of investment with
60 days
’ prior notice.
|
|
|
As of December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Projected benefit obligation at beginning of year
|
|
$
|
40
|
|
|
$
|
51
|
|
Interest cost on projected benefit obligation
|
|
1
|
|
|
2
|
|
||
Actuarial gain
|
|
(5
|
)
|
|
(9
|
)
|
||
Participant contributions
|
|
2
|
|
|
2
|
|
||
Benefits paid
|
|
(4
|
)
|
|
(6
|
)
|
||
Projected and accumulated benefit obligation at end of year
|
|
$
|
34
|
|
|
$
|
40
|
|
Funded status of the plan
|
|
$
|
(34
|
)
|
|
$
|
(40
|
)
|
Amounts recognized in the balance sheet consist of:
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
Long-term liabilities
|
|
(31
|
)
|
|
(37
|
)
|
||
Net amount recognized
|
|
$
|
(34
|
)
|
|
$
|
(40
|
)
|
Discount rate assumption as of December 31
|
|
4.21
|
%
|
|
3.52
|
%
|
(In millions)
|
|
2018
|
|
2017
|
||||
Actuarial gain (loss)
|
|
$
|
12
|
|
|
$
|
8
|
|
AOCI
|
|
$
|
12
|
|
|
$
|
8
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions, except discount rate)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net periodic benefit expense:
|
|
|
|
|
|
|
||||||
Service cost - benefits earned during the year
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost on projected benefit obligation
|
|
1
|
|
|
2
|
|
|
2
|
|
|||
Amortization of actuarial gain
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit expense
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Discount rate assumption used to calculate interest cost
|
|
3.11% - 3.67%
|
|
|
3.90
|
%
|
|
4.20
|
%
|
(In millions)
|
|
Benefit Payments
|
||
Year ending December 31:
|
|
|
||
2019
|
|
$
|
3
|
|
2020
|
|
3
|
|
|
2021
|
|
3
|
|
|
2022
|
|
3
|
|
|
2023
|
|
3
|
|
|
2024-2028
|
|
14
|
|
|
|
Years ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock options
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Stock appreciation rights
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Restricted stock units
|
|
21
|
|
|
12
|
|
|
13
|
|
|||
Performance-based restricted stock units
|
|
9
|
|
|
10
|
|
|
13
|
|
|||
Cash-settled performance-based restricted stock units
|
|
19
|
|
|
55
|
|
|
27
|
|
|||
Total stock-based compensation expense
|
|
$
|
49
|
|
|
$
|
79
|
|
|
$
|
55
|
|
Tax benefit on stock-based compensation
|
|
(22
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
|
2016
|
|
Weighted-average risk-free interest rate
|
|
1.8
|
%
|
Weighted-average volatility
|
|
50.0
|
%
|
Weighted-average dividend yield
|
|
—
|
|
Weighted-average expected option term (in years)
|
|
6.44
|
|
|
|
Stock Options
|
|||||||
|
|
Number of Stock Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Term
|
|||
Outstanding as of December 31, 2017
|
|
851,573
|
|
|
$
|
13.21
|
|
|
4.44
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
Exercised
|
|
(148,255
|
)
|
|
15.52
|
|
|
|
|
Forfeited
|
|
(1,000
|
)
|
|
23.31
|
|
|
|
|
Outstanding as of December 31, 2018
|
|
702,318
|
|
|
$
|
12.70
|
|
|
3.05
|
Options exercisable as of December 31, 2018
|
|
697,818
|
|
|
$
|
12.63
|
|
|
3.03
|
|
|
RSUs
|
|
PRSUs
|
||||||||||
|
|
Number of RSUs
|
|
Weighted-Average Grant Date Fair Value
|
|
Number of PRSUs
|
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding as of December 31, 2017
|
|
1,041,554
|
|
|
$
|
41.96
|
|
|
1,838,227
|
|
|
$
|
24.37
|
|
Granted
|
|
532,537
|
|
|
97.85
|
|
|
470,251
|
|
|
58.49
|
|
||
Vested
|
|
(305,542
|
)
|
|
39.01
|
|
|
(1,085,748
|
)
|
|
18.86
|
|
||
Forfeited and canceled
|
|
(182,921
|
)
|
|
53.62
|
|
|
(185,805
|
)
|
|
36.10
|
|
||
Outstanding as of December 31, 2018
|
|
1,085,628
|
|
|
$
|
68.24
|
|
|
1,036,925
|
|
|
$
|
43.51
|
|
|
|
Number of Cash-Settled PRSUs
|
|
Outstanding as of December 31, 2017
|
|
1,693,394
|
|
Granted
|
|
15,385
|
|
Vested
|
|
(564,465
|
)
|
Forfeited and canceled
|
|
(391,038
|
)
|
Outstanding as of December 31, 2018
|
|
753,276
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
|
$
|
319
|
|
|
$
|
278
|
|
|
$
|
(70
|
)
|
Foreign
|
|
247
|
|
|
(17
|
)
|
|
177
|
|
|||
Income before income tax provision (benefit)
|
|
$
|
566
|
|
|
$
|
261
|
|
|
$
|
107
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. Federal
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
(11
|
)
|
State
|
|
6
|
|
|
(3
|
)
|
|
6
|
|
|||
Foreign
|
|
69
|
|
|
59
|
|
|
48
|
|
|||
Total current income tax provision
|
|
$
|
77
|
|
|
$
|
58
|
|
|
$
|
43
|
|
Deferred:
|
|
|
|
|
|
|
||||||
U.S. Federal
(1)
|
|
$
|
57
|
|
|
$
|
(134
|
)
|
|
$
|
1
|
|
State
|
|
2
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Foreign
(2)
|
|
(14
|
)
|
|
(21
|
)
|
|
(20
|
)
|
|||
Total deferred income tax provision (benefit)
|
|
45
|
|
|
(157
|
)
|
|
(21
|
)
|
|||
Total income tax provision (benefit)
|
|
$
|
122
|
|
|
$
|
(99
|
)
|
|
$
|
22
|
|
(1)
|
On December 22, 2017, the Tax Act was signed into law. The Tax Act includes numerous changes to existing U.S. tax law, including a permanent reduction in the federal corporate income tax rate from
35%
to
21%
. The rate reduction became effective January 1, 2018. As a result, the Company recorded a tax benefit of
$173 million
in the fourth quarter of 2017 related to the revaluation of its net deferred tax liabilities. The Company did not record any changes during the measurement period.
|
(2)
|
On December 31, 2017, a law was published in France enacting a rate reduction from
34.43%
to
25.83%
to be phased in over
five years
starting in 2018. On December 29, 2017, a law was published in Belgium enacting a tax rate reduction from
33.99%
to
25%
to be phased in over
three years
starting in 2018. Consequently, the Company recorded a tax benefit of
$10 million
in the fourth quarter of 2017 related to the revaluation of its net deferred tax liabilities.
|
(1)
|
Foreign operations include the net impact of the changes to foreign valuation allowances, the cost of foreign inclusion net of foreign tax credits, and permanent items related to foreign operations.
|
(2)
|
2017 U.S., France and Belgium tax rate changes; 2016 France tax rate change.
|
|
|
Years Ended December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Deferred tax asset
|
|
|
|
|
||||
Net operating loss and other tax attribute carryforwards
|
|
$
|
154
|
|
|
$
|
191
|
|
Accrued expenses
|
|
60
|
|
|
65
|
|
||
Pension and other retirement obligations
|
|
25
|
|
|
26
|
|
||
Other
|
|
62
|
|
|
64
|
|
||
Total deferred tax asset
|
|
301
|
|
|
346
|
|
||
Valuation allowance
|
|
(73
|
)
|
|
(93
|
)
|
||
Total deferred tax asset, net
|
|
228
|
|
|
253
|
|
||
Deferred tax liability
|
|
|
|
|
||||
Intangible assets
|
|
(330
|
)
|
|
(371
|
)
|
||
Property and equipment
|
|
(299
|
)
|
|
(255
|
)
|
||
Other
|
|
(35
|
)
|
|
(38
|
)
|
||
Total deferred tax liability
|
|
(664
|
)
|
|
(664
|
)
|
||
Net deferred tax liability
|
|
$
|
(436
|
)
|
|
$
|
(411
|
)
|
|
|
December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Other long-term assets
|
|
$
|
8
|
|
|
$
|
8
|
|
Deferred tax liability
|
|
(444
|
)
|
|
(419
|
)
|
||
Net deferred tax liability
|
|
$
|
(436
|
)
|
|
$
|
(411
|
)
|
(In millions)
|
|
Balance at Beginning of Year
|
|
Additions
|
|
Reductions/
Charges |
|
Balance at End of Year
|
||||||||
Valuation allowance
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2018
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
73
|
|
Year Ended December 31, 2017
|
|
83
|
|
|
29
|
|
|
(19
|
)
|
|
93
|
|
||||
Year Ended December 31, 2016
|
|
68
|
|
|
15
|
|
|
—
|
|
|
83
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
25
|
|
|
$
|
15
|
|
|
$
|
12
|
|
Additions for tax positions of the current period
|
|
1
|
|
|
2
|
|
|
—
|
|
|||
Additions for tax positions from acquisitions
|
|
—
|
|
|
—
|
|
|
10
|
|
|||
Additions for tax positions of prior years
|
|
2
|
|
|
17
|
|
|
1
|
|
|||
Reductions for tax positions of prior years
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements with tax authorities
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Reductions due to the statute of limitations
|
|
(1
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|||
Currency translation adjustment
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
23
|
|
|
$
|
25
|
|
|
$
|
15
|
|
Interest and penalties
|
|
6
|
|
|
5
|
|
|
4
|
|
|||
Gross unrecognized tax benefits
|
|
$
|
29
|
|
|
$
|
30
|
|
|
$
|
19
|
|
|
|
|
|
|
|
|
||||||
Total UTB that, if recognized, would impact the effective income tax rate as of the end of the year
|
|
$
|
22
|
|
|
$
|
23
|
|
|
$
|
11
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Basic earnings per common share
|
|
|
|
|
|
|
||||||
Net income attributable to XPO
|
|
$
|
422
|
|
|
$
|
340
|
|
|
$
|
69
|
|
Convertible preferred dividends
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Non-cash allocation of undistributed earnings
|
|
(29
|
)
|
|
(25
|
)
|
|
(3
|
)
|
|||
Net income allocable to common shares, basic
|
|
$
|
390
|
|
|
$
|
312
|
|
|
$
|
63
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
|
123
|
|
|
115
|
|
|
110
|
|
|||
Basic earnings per share
|
|
$
|
3.17
|
|
|
$
|
2.72
|
|
|
$
|
0.57
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
|
|
|
|
|
|
||||||
Net income allocable to common shares, basic
|
|
$
|
390
|
|
|
$
|
312
|
|
|
$
|
63
|
|
Interest from Convertible Senior Notes
|
|
—
|
|
|
1
|
|
|
2
|
|
|||
Net income allocable to common shares, diluted
|
|
$
|
390
|
|
|
$
|
313
|
|
|
$
|
65
|
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
|
123
|
|
|
115
|
|
|
110
|
|
|||
Dilutive effect of Convertible Senior Notes
|
|
—
|
|
|
2
|
|
|
3
|
|
|||
Dilutive effect of non-participating stock-based awards and equity forward
|
|
12
|
|
|
11
|
|
|
10
|
|
|||
Diluted weighted-average common shares
|
|
135
|
|
|
128
|
|
|
123
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
$
|
2.88
|
|
|
$
|
2.45
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
||||||
Potential common shares excluded
|
|
10
|
|
|
10
|
|
|
12
|
|
(In millions)
|
|
Capital Leases
|
|
Operating Leases
|
||||
Year ending December 31:
|
|
|
|
|
||||
2019
|
|
$
|
61
|
|
|
$
|
577
|
|
2020
|
|
60
|
|
|
460
|
|
||
2021
|
|
55
|
|
|
367
|
|
||
2022
|
|
52
|
|
|
288
|
|
||
2023
|
|
43
|
|
|
221
|
|
||
Thereafter
|
|
39
|
|
|
523
|
|
||
Total minimum lease payments
|
|
$
|
310
|
|
|
$
|
2,436
|
|
Amount representing interest
|
|
(21
|
)
|
|
|
|||
Present value of minimum lease payments
|
|
$
|
289
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
3.8
|
|
|
|
|
|
3.9
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
10.1 +
|
|
|
|
|
|
10.2 +
|
|
|
|
|
|
10.3 +
|
|
|
|
|
|
10.4 +
|
|
|
|
|
|
10.5 +
|
|
|
|
|
|
10.6 +
|
|
|
|
|
|
10.7 +
|
|
|
|
|
|
10.8 +
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.9 +
|
|
|
|
|
|
10.10 +
|
|
|
|
|
|
10.11 +
|
|
|
|
|
|
10.12 +
|
|
|
|
|
|
10.13 +
|
|
|
|
|
|
10.14 +
|
|
|
|
|
|
10.15 +
|
|
|
|
|
|
10.16 +
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18 *
|
|
|
|
|
|
10.19 +
|
|
|
|
|
|
10.20 +
|
|
|
|
|
|
10.21 +*
|
|
|
|
|
|
10.22 +*
|
|
|
|
|
|
10.23 +*
|
|
|
|
|
|
10.24 +
|
|
|
|
|
|
10.25 +
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
10.26 +
|
|
|
|
|
|
10.27 +
|
|
|
|
|
|
10.28 +
|
|
|
|
|
|
10.29 +
|
|
|
|
|
|
10.30 +
|
|
|
|
|
|
10.31 +
|
|
|
|
|
|
10.32 +
|
|
|
|
|
|
10.33 +
|
|
|
|
|
|
10.34 +
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
+
|
|
This exhibit is a management contract or compensatory plan or arrangement.
|
|
|
|
|
XPO LOGISTICS, INC.
|
|
|
By:
|
/s/ Bradley S. Jacobs
|
|
Bradley S. Jacobs
|
|
(Chairman of the Board of Directors and Chief Executive Officer)
|
|
|
By:
|
/s/ Sarah J.S. Glickman
|
|
Sarah J.S. Glickman
|
|
(Acting Chief Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Bradley S. Jacobs
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
February 14, 2019
|
Bradley S. Jacobs
|
|
|
|
|
/s/ Sarah J.S. Glickman
|
|
Acting Chief Financial Officer (Principal Financial Officer)
|
|
February 14, 2019
|
Sarah J.S. Glickman
|
|
|
|
|
/s/ Lance A. Robinson
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
February 14, 2019
|
Lance A. Robinson
|
|
|
|
|
/s/ AnnaMaria DeSalva
|
|
Vice Chairman of the Board of Directors
|
|
February 14, 2019
|
AnnaMaria DeSalva
|
|
|
|
|
/s/ Gena L. Ashe
|
|
Director
|
|
February 14, 2019
|
Gena L. Ashe
|
|
|
|
|
|
|
Director
|
|
|
Marlene M. Colucci
|
|
|
|
|
/s/ Michael G. Jesselson
|
|
Lead Independent Director
|
|
February 14, 2019
|
Michael G. Jesselson
|
|
|
|
|
/s/ Adrian P. Kingshott
|
|
Director
|
|
February 14, 2019
|
Adrian P. Kingshott
|
|
|
|
|
/s/ Jason D. Papastavrou
|
|
Director
|
|
February 14, 2019
|
Jason D. Papastavrou
|
|
|
|
|
/s/ Oren G. Shaffer
|
|
Director
|
|
February 14, 2019
|
Oren G. Shaffer
|
|
|
|
|
|
|
|
XPO LOGISTICS, INC.
|
||
|
|
|
By:
|
|
/s/ Meghan Henson
|
Name:
|
|
Meghan Henson
|
Title:
|
|
Chief Human Resources Officer
|
|
||
|
||
|
||
Agreed to and Accepted:
|
||
|
||
/s/ Bradley S. Jacobs
|
||
Brad Jacobs
|
|
|
|
XPO LOGISTICS, INC.
|
||
|
|
|
By:
|
|
/s/ Meghan Henson
|
Name:
|
|
Meghan Henson
|
Title:
|
|
Chief Human Resources Officer
|
|
||
|
||
|
||
Agreed to and Accepted:
|
||
|
||
/s/ Troy A. Cooper
|
||
Troy Cooper
|
|
|
|
XPO LOGISTICS, INC.
|
||
|
|
|
By:
|
|
/s/ Meghan Henson
|
Name:
|
|
Meghan Henson
|
Title:
|
|
Chief Human Resources Officer
|
|
||
|
||
|
||
Agreed to and Accepted:
|
||
|
||
/s/ Mario Harik
|
||
Mario Harik
|
Name
|
Country and/or State of Incorporation
|
XPO Logistics, Inc.
|
Delaware
|
XPO CNW, Inc.
|
Delaware
|
XPO Logistics Freight, Inc.
|
Delaware
|
XPO Logistics Worldwide, LLC
|
Delaware
|
XPO Intermodal, Inc.
|
Tennessee
|
XPO Global Forwarding, Inc.
|
Delaware
|
XPO Last Mile Holding, Inc.
|
Delaware
|
XPO Last Mile, Inc.
|
Georgia
|
XPO Logistics, LLC
|
Delaware
|
XPO Logistics Express, LLC
|
Delaware
|
XPO Logistics France SAS
|
France
|
XPO Logistics Europe SA
|
France
|
XPO Global Forwarding International
|
France
|
XPO Holding Transport Solutions Europe
|
France
|
XPO Supply Chain International
|
France
|
XPO Logistics Supply Chain Holding Company
|
Delaware
|
XPO Logistics Supply Chain, Inc.
|
North Carolina
|
|
/s/ Bradley S. Jacobs
|
|
Bradley S. Jacobs
|
|
Chief Executive Officer
|
Date: February 14, 2019
|
|
|
/s/
Sarah J.S. Glickman
|
|
Sarah J.S. Glickman
|
|
Acting Chief Financial Officer
|
Date: February 14, 2019
|
|
|
/s/ Bradley S. Jacobs
|
|
Bradley S. Jacobs
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: February 14, 2019
|
|
|
/s/
Sarah J.S. Glickman
|
|
Sarah J.S. Glickman
|
|
Acting Chief Financial Officer
|
|
(Principal Financial Officer)
|
Date: February 14, 2019
|
|