☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
03-0450326
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
Five American Lane
|
|
|
|
Greenwich,
|
CT
|
|
06831
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Common stock, par value $0.001 per share
|
|
XPO
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
||||
(In millions, except per share data)
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
497
|
|
|
$
|
502
|
|
Accounts receivable, net of allowances of $57 and $52, respectively
|
|
2,723
|
|
|
2,596
|
|
||
Other current assets
|
|
570
|
|
|
590
|
|
||
Total current assets
|
|
3,790
|
|
|
3,688
|
|
||
Property and equipment, net of $1,855 and $1,585 in accumulated depreciation, respectively
|
|
2,551
|
|
|
2,605
|
|
||
Operating lease assets
|
|
2,074
|
|
|
—
|
|
||
Goodwill
|
|
4,451
|
|
|
4,467
|
|
||
Identifiable intangible assets, net of $775 and $706 in accumulated amortization, respectively
|
|
1,168
|
|
|
1,253
|
|
||
Other long-term assets
|
|
280
|
|
|
257
|
|
||
Total long-term assets
|
|
10,524
|
|
|
8,582
|
|
||
Total assets
|
|
$
|
14,314
|
|
|
$
|
12,270
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,176
|
|
|
$
|
1,258
|
|
Accrued expenses
|
|
1,491
|
|
|
1,480
|
|
||
Short-term borrowings and current maturities of long-term debt
|
|
340
|
|
|
367
|
|
||
Short-term operating lease liabilities
|
|
481
|
|
|
—
|
|
||
Other current liabilities
|
|
183
|
|
|
208
|
|
||
Total current liabilities
|
|
3,671
|
|
|
3,313
|
|
||
Long-term debt
|
|
5,134
|
|
|
3,902
|
|
||
Deferred tax liability
|
|
463
|
|
|
444
|
|
||
Employee benefit obligations
|
|
145
|
|
|
153
|
|
||
Operating lease liabilities
|
|
1,611
|
|
|
—
|
|
||
Other long-term liabilities
|
|
378
|
|
|
488
|
|
||
Total long-term liabilities
|
|
7,731
|
|
|
4,987
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Convertible perpetual preferred stock, $0.001 par value; 10 shares authorized; 0.07 of Series A shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
|
|
41
|
|
|
41
|
|
||
Common stock, $0.001 par value; 300 shares authorized; 92 and 116 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
2,054
|
|
|
3,311
|
|
||
Retained earnings
|
|
563
|
|
|
377
|
|
||
Accumulated other comprehensive loss
|
|
(153
|
)
|
|
(154
|
)
|
||
Total stockholders’ equity before noncontrolling interests
|
|
2,505
|
|
|
3,575
|
|
||
Noncontrolling interests
|
|
407
|
|
|
395
|
|
||
Total equity
|
|
2,912
|
|
|
3,970
|
|
||
Total liabilities and equity
|
|
$
|
14,314
|
|
|
$
|
12,270
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions, except per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
$
|
4,238
|
|
|
$
|
4,363
|
|
|
$
|
8,358
|
|
|
$
|
8,555
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Cost of transportation and services
|
|
2,108
|
|
|
2,274
|
|
|
4,204
|
|
|
4,499
|
|
||||
Direct operating expense
|
|
1,417
|
|
|
1,406
|
|
|
2,823
|
|
|
2,782
|
|
||||
Sales, general and administrative expense
|
|
455
|
|
|
455
|
|
|
941
|
|
|
905
|
|
||||
Total operating expenses
|
|
3,980
|
|
|
4,135
|
|
|
7,968
|
|
|
8,186
|
|
||||
Operating income
|
|
258
|
|
|
228
|
|
|
390
|
|
|
369
|
|
||||
Other expense (income)
|
|
(13
|
)
|
|
(30
|
)
|
|
(30
|
)
|
|
(49
|
)
|
||||
Foreign currency loss (gain)
|
|
8
|
|
|
(10
|
)
|
|
10
|
|
|
2
|
|
||||
Debt extinguishment loss
|
|
—
|
|
|
—
|
|
|
5
|
|
|
10
|
|
||||
Interest expense
|
|
72
|
|
|
55
|
|
|
143
|
|
|
114
|
|
||||
Income before income tax provision
|
|
191
|
|
|
213
|
|
|
262
|
|
|
292
|
|
||||
Income tax provision
|
|
46
|
|
|
54
|
|
|
65
|
|
|
54
|
|
||||
Net income
|
|
145
|
|
|
159
|
|
|
197
|
|
|
238
|
|
||||
Net income attributable to noncontrolling interests
|
|
(10
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|
(16
|
)
|
||||
Net income attributable to XPO
|
|
$
|
135
|
|
|
$
|
149
|
|
|
$
|
182
|
|
|
$
|
222
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share data:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
|
$
|
122
|
|
|
$
|
138
|
|
|
$
|
165
|
|
|
$
|
205
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
$
|
1.32
|
|
|
$
|
1.14
|
|
|
$
|
1.66
|
|
|
$
|
1.70
|
|
Diluted earnings per share
|
|
$
|
1.19
|
|
|
$
|
1.03
|
|
|
$
|
1.51
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares outstanding
|
|
92
|
|
|
121
|
|
|
100
|
|
|
120
|
|
||||
Diluted weighted-average common shares outstanding
|
|
102
|
|
|
134
|
|
|
110
|
|
|
134
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
145
|
|
|
$
|
159
|
|
|
$
|
197
|
|
|
$
|
238
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation loss, net of tax effect of $-, $13, $(6) and $32
|
|
$
|
(1
|
)
|
|
$
|
(114
|
)
|
|
$
|
(2
|
)
|
|
$
|
(69
|
)
|
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $(1), $3, $- and $(1)
|
|
4
|
|
|
(8
|
)
|
|
1
|
|
|
(8
|
)
|
||||
Defined benefit plans adjustments, net of tax effect of $- in all periods
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Other comprehensive income (loss)
|
|
3
|
|
|
(123
|
)
|
|
(1
|
)
|
|
(78
|
)
|
||||
Comprehensive income
|
|
$
|
148
|
|
|
$
|
36
|
|
|
$
|
196
|
|
|
$
|
160
|
|
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
13
|
|
|
(15
|
)
|
|
13
|
|
|
3
|
|
||||
Comprehensive income attributable to XPO
|
|
$
|
135
|
|
|
$
|
51
|
|
|
$
|
183
|
|
|
$
|
157
|
|
|
|
Six Months Ended June 30,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
197
|
|
|
$
|
238
|
|
Adjustments to reconcile net income to net cash from operating activities
|
|
|
|
|
||||
Depreciation and amortization
|
|
360
|
|
|
348
|
|
||
Stock compensation expense
|
|
31
|
|
|
45
|
|
||
Accretion of debt
|
|
9
|
|
|
8
|
|
||
Deferred tax expense
|
|
12
|
|
|
8
|
|
||
Debt extinguishment loss
|
|
5
|
|
|
10
|
|
||
Unrealized loss (gain) on foreign currency option and forward contracts
|
|
9
|
|
|
(12
|
)
|
||
Gains on sale of property and equipment
|
|
(40
|
)
|
|
(2
|
)
|
||
Other
|
|
23
|
|
|
(42
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(289
|
)
|
|
(179
|
)
|
||
Other assets
|
|
(23
|
)
|
|
(103
|
)
|
||
Accounts payable
|
|
(81
|
)
|
|
(44
|
)
|
||
Accrued expenses and other liabilities
|
|
(49
|
)
|
|
(27
|
)
|
||
Net cash provided by operating activities
|
|
164
|
|
|
248
|
|
||
Investing activities
|
|
|
|
|
||||
Payment for purchases of property and equipment
|
|
(236
|
)
|
|
(268
|
)
|
||
Proceeds from sale of property and equipment
|
|
85
|
|
|
62
|
|
||
Cash collected on deferred purchase price receivable
|
|
137
|
|
|
—
|
|
||
Other
|
|
—
|
|
|
10
|
|
||
Net cash used in investing activities
|
|
(14
|
)
|
|
(196
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from issuance of debt
|
|
1,758
|
|
|
894
|
|
||
Repurchase of debt
|
|
—
|
|
|
(812
|
)
|
||
Proceeds from borrowings on ABL facility
|
|
1,355
|
|
|
680
|
|
||
Repayment of borrowings on ABL facility
|
|
(1,355
|
)
|
|
(780
|
)
|
||
Repayment of debt and capital leases
|
|
(565
|
)
|
|
(59
|
)
|
||
Payment for debt issuance costs
|
|
(27
|
)
|
|
(6
|
)
|
||
Repurchase of common stock
|
|
(1,347
|
)
|
|
—
|
|
||
Change in bank overdrafts
|
|
30
|
|
|
8
|
|
||
Payment for tax withholdings for restricted shares
|
|
(5
|
)
|
|
(46
|
)
|
||
Dividends paid
|
|
(2
|
)
|
|
(2
|
)
|
||
Other
|
|
5
|
|
|
4
|
|
||
Net cash used in financing activities
|
|
(153
|
)
|
|
(119
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
|
(2
|
)
|
|
(7
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
(5
|
)
|
|
(74
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
514
|
|
|
449
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
509
|
|
|
$
|
375
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
125
|
|
|
$
|
125
|
|
Cash paid for income taxes
|
|
$
|
58
|
|
|
$
|
27
|
|
|
|
Series A Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
(Shares in thousands, dollars in millions)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total XPO Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||
Balance as of March 31, 2019
|
|
72
|
|
|
$
|
41
|
|
|
93,207
|
|
|
$
|
—
|
|
|
$
|
2,122
|
|
|
$
|
428
|
|
|
$
|
(153
|
)
|
|
$
|
2,438
|
|
|
$
|
395
|
|
|
$
|
2,833
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
|
10
|
|
|
145
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Exercise and vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax withholdings related to vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Retirement of common stock
|
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
(80
|
)
|
||||||||
Dividend declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Balance as of June 30, 2019
|
|
72
|
|
|
$
|
41
|
|
|
91,992
|
|
|
$
|
—
|
|
|
$
|
2,054
|
|
|
$
|
563
|
|
|
$
|
(153
|
)
|
|
$
|
2,505
|
|
|
$
|
407
|
|
|
$
|
2,912
|
|
|
|
Series A Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
(Shares in thousands, dollars in millions)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total XPO Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||
Balance as of December 31, 2018
|
|
72
|
|
|
$
|
41
|
|
|
115,683
|
|
|
$
|
—
|
|
|
$
|
3,311
|
|
|
$
|
377
|
|
|
$
|
(154
|
)
|
|
$
|
3,575
|
|
|
$
|
395
|
|
|
$
|
3,970
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
|
15
|
|
|
197
|
|
||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
||||||||
Exercise and vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax withholdings related to vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||||
Retirement of common stock
|
|
—
|
|
|
—
|
|
|
(23,932
|
)
|
|
—
|
|
|
(1,275
|
)
|
|
—
|
|
|
—
|
|
|
(1,275
|
)
|
|
—
|
|
|
(1,275
|
)
|
||||||||
Dividend declared ($10.00 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||||||
Adoption of new accounting standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Balance as of June 30, 2019
|
|
72
|
|
|
$
|
41
|
|
|
91,992
|
|
|
$
|
—
|
|
|
$
|
2,054
|
|
|
$
|
563
|
|
|
$
|
(153
|
)
|
|
$
|
2,505
|
|
|
$
|
407
|
|
|
$
|
2,912
|
|
|
|
Series A Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
(Shares in thousands, dollars in millions)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total XPO Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||
Balance as of March 31, 2018
|
|
72
|
|
|
$
|
41
|
|
|
120,598
|
|
|
$
|
—
|
|
|
$
|
3,558
|
|
|
$
|
33
|
|
|
$
|
49
|
|
|
$
|
3,681
|
|
|
$
|
424
|
|
|
$
|
4,105
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
|
10
|
|
|
159
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
(98
|
)
|
|
(25
|
)
|
|
(123
|
)
|
||||||||
Exercise and vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tax withholdings related to vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||||
Dividend declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||||
Balance as of June 30, 2018
|
|
72
|
|
|
$
|
41
|
|
|
120,849
|
|
|
$
|
—
|
|
|
$
|
3,562
|
|
|
$
|
178
|
|
|
$
|
(49
|
)
|
|
$
|
3,732
|
|
|
$
|
408
|
|
|
$
|
4,140
|
|
|
|
Series A Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
(Shares in thousands, dollars in millions)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
(Accumulated Deficit)/Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total XPO 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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
|
16
|
|
|
238
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
|
(13
|
)
|
|
(78
|
)
|
||||||||
Exercise and vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
872
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Tax withholdings related to vesting of stock compensation awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||||||
Dividend declared ($10.00 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||||
Stock compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balance as of June 30, 2018
|
|
72
|
|
|
$
|
41
|
|
|
120,849
|
|
|
$
|
—
|
|
|
$
|
3,562
|
|
|
$
|
178
|
|
|
$
|
(49
|
)
|
|
$
|
3,732
|
|
|
$
|
408
|
|
|
$
|
4,140
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Securitization program
|
|
|
|
|
|
|
|
|
||||||||
Receivables sold
|
|
$
|
338
|
|
|
$
|
—
|
|
|
$
|
661
|
|
|
$
|
—
|
|
Cash consideration
|
|
269
|
|
|
—
|
|
|
529
|
|
|
—
|
|
||||
Deferred purchase price
|
|
69
|
|
|
—
|
|
|
132
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Factoring programs
|
|
|
|
|
|
|
|
|
||||||||
Receivables sold
|
|
235
|
|
|
128
|
|
|
419
|
|
|
269
|
|
||||
Cash consideration
|
|
234
|
|
|
128
|
|
|
417
|
|
|
269
|
|
•
|
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.
|
(In millions)
|
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||||
June 30, 2019
|
|
$
|
135
|
|
|
$
|
135
|
|
|
$
|
118
|
|
|
$
|
17
|
|
December 31, 2018
|
|
237
|
|
|
237
|
|
|
236
|
|
|
1
|
|
(In millions)
|
|
Transportation
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||
Three months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
2,747
|
|
|
$
|
1,526
|
|
|
$
|
—
|
|
|
$
|
(35
|
)
|
|
$
|
4,238
|
|
Operating income (loss)
|
|
243
|
|
|
61
|
|
|
(46
|
)
|
|
—
|
|
|
258
|
|
|||||
Depreciation and amortization
|
|
108
|
|
|
67
|
|
|
5
|
|
|
—
|
|
|
180
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
2,888
|
|
|
$
|
1,508
|
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
4,363
|
|
Operating income (loss)
|
|
205
|
|
|
67
|
|
|
(44
|
)
|
|
—
|
|
|
228
|
|
|||||
Depreciation and amortization
|
|
116
|
|
|
58
|
|
|
3
|
|
|
—
|
|
|
177
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
5,406
|
|
|
$
|
3,020
|
|
|
$
|
—
|
|
|
$
|
(68
|
)
|
|
$
|
8,358
|
|
Operating income (loss)
|
|
371
|
|
|
107
|
|
|
(88
|
)
|
|
—
|
|
|
390
|
|
|||||
Depreciation and amortization
|
|
224
|
|
|
128
|
|
|
8
|
|
|
—
|
|
|
360
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
5,662
|
|
|
$
|
2,956
|
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
|
$
|
8,555
|
|
Operating income (loss)
|
|
344
|
|
|
115
|
|
|
(90
|
)
|
|
—
|
|
|
369
|
|
|||||
Depreciation and amortization
|
|
230
|
|
|
113
|
|
|
5
|
|
|
—
|
|
|
348
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
(In millions)
|
|
Transportation
|
|
Logistics
|
|
Eliminations
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
1,924
|
|
|
$
|
570
|
|
|
$
|
(7
|
)
|
|
$
|
2,487
|
|
North America (excluding United States)
|
|
73
|
|
|
15
|
|
|
—
|
|
|
88
|
|
||||
France
|
|
351
|
|
|
172
|
|
|
(6
|
)
|
|
517
|
|
||||
United Kingdom
|
|
186
|
|
|
350
|
|
|
(18
|
)
|
|
518
|
|
||||
Europe (excluding France and United Kingdom)
|
|
207
|
|
|
397
|
|
|
(4
|
)
|
|
600
|
|
||||
Other
|
|
6
|
|
|
22
|
|
|
—
|
|
|
28
|
|
||||
Total
|
|
$
|
2,747
|
|
|
$
|
1,526
|
|
|
$
|
(35
|
)
|
|
$
|
4,238
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
(In millions)
|
|
Transportation
|
|
Logistics
|
|
Eliminations
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
2,046
|
|
|
$
|
533
|
|
|
$
|
(5
|
)
|
|
$
|
2,574
|
|
North America (excluding United States)
|
|
67
|
|
|
16
|
|
|
—
|
|
|
83
|
|
||||
France
|
|
385
|
|
|
177
|
|
|
(5
|
)
|
|
557
|
|
||||
United Kingdom
|
|
181
|
|
|
357
|
|
|
(18
|
)
|
|
520
|
|
||||
Europe (excluding France and United Kingdom)
|
|
203
|
|
|
400
|
|
|
(5
|
)
|
|
598
|
|
||||
Other
|
|
6
|
|
|
25
|
|
|
—
|
|
|
31
|
|
||||
Total
|
|
$
|
2,888
|
|
|
$
|
1,508
|
|
|
$
|
(33
|
)
|
|
$
|
4,363
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
(In millions)
|
|
Transportation
|
|
Logistics
|
|
Eliminations
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
3,760
|
|
|
$
|
1,127
|
|
|
$
|
(12
|
)
|
|
$
|
4,875
|
|
North America (excluding United States)
|
|
140
|
|
|
33
|
|
|
—
|
|
|
173
|
|
||||
France
|
|
715
|
|
|
341
|
|
|
(11
|
)
|
|
1,045
|
|
||||
United Kingdom
|
|
374
|
|
|
685
|
|
|
(36
|
)
|
|
1,023
|
|
||||
Europe (excluding France and United Kingdom)
|
|
408
|
|
|
789
|
|
|
(8
|
)
|
|
1,189
|
|
||||
Other
|
|
9
|
|
|
45
|
|
|
(1
|
)
|
|
53
|
|
||||
Total
|
|
$
|
5,406
|
|
|
$
|
3,020
|
|
|
$
|
(68
|
)
|
|
$
|
8,358
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
(In millions)
|
|
Transportation
|
|
Logistics
|
|
Eliminations
|
|
Total
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
4,000
|
|
|
$
|
1,035
|
|
|
$
|
(10
|
)
|
|
$
|
5,025
|
|
North America (excluding United States)
|
|
129
|
|
|
29
|
|
|
—
|
|
|
158
|
|
||||
France
|
|
774
|
|
|
356
|
|
|
(9
|
)
|
|
1,121
|
|
||||
United Kingdom
|
|
351
|
|
|
696
|
|
|
(34
|
)
|
|
1,013
|
|
||||
Europe (excluding France and United Kingdom)
|
|
399
|
|
|
790
|
|
|
(9
|
)
|
|
1,180
|
|
||||
Other
|
|
9
|
|
|
50
|
|
|
(1
|
)
|
|
58
|
|
||||
Total
|
|
$
|
5,662
|
|
|
$
|
2,956
|
|
|
$
|
(63
|
)
|
|
$
|
8,555
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Transportation segment:
|
|
|
|
|
|
|
|
|
||||||||
Freight brokerage and truckload
|
|
$
|
1,094
|
|
|
$
|
1,211
|
|
|
$
|
2,186
|
|
|
$
|
2,390
|
|
LTL
|
|
1,261
|
|
|
1,247
|
|
|
2,440
|
|
|
2,420
|
|
||||
Last mile (1)
|
|
212
|
|
|
269
|
|
|
436
|
|
|
507
|
|
||||
Managed transportation
|
|
142
|
|
|
114
|
|
|
266
|
|
|
251
|
|
||||
Global forwarding
|
|
78
|
|
|
85
|
|
|
155
|
|
|
167
|
|
||||
Transportation eliminations
|
|
(40
|
)
|
|
(38
|
)
|
|
(77
|
)
|
|
(73
|
)
|
||||
Total Transportation segment revenue
|
|
2,747
|
|
|
2,888
|
|
|
5,406
|
|
|
5,662
|
|
||||
Total Logistics segment revenue
|
|
1,526
|
|
|
1,508
|
|
|
3,020
|
|
|
2,956
|
|
||||
Intersegment eliminations
|
|
(35
|
)
|
|
(33
|
)
|
|
(68
|
)
|
|
(63
|
)
|
||||
Total revenue
|
|
$
|
4,238
|
|
|
$
|
4,363
|
|
|
$
|
8,358
|
|
|
$
|
8,555
|
|
(1)
|
Comprised of the Company’s North American last mile operations.
|
|
|
|
|
Six Months Ended June 30, 2019
|
|
|
||||||||||
(In millions)
|
|
Reserve Balance as of December 31, 2018
|
|
Charges Incurred
|
|
Payments
|
|
Reserve Balance as of June 30, 2019
|
||||||||
Severance:
|
|
|
|
|
|
|
|
|
||||||||
Transportation
|
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
(15
|
)
|
|
$
|
5
|
|
Logistics
|
|
5
|
|
|
2
|
|
|
(4
|
)
|
|
3
|
|
||||
Corporate
|
|
2
|
|
|
1
|
|
|
(2
|
)
|
|
1
|
|
||||
Total severance
|
|
16
|
|
|
14
|
|
|
(21
|
)
|
|
9
|
|
||||
Facilities:
|
|
|
|
|
|
|
|
|
||||||||
Transportation
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Total
|
|
$
|
16
|
|
|
$
|
17
|
|
|
$
|
(21
|
)
|
|
$
|
12
|
|
(In millions)
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Operating lease cost
|
|
$
|
178
|
|
|
$
|
353
|
|
Short-term lease cost
|
|
31
|
|
|
77
|
|
||
Variable lease cost
|
|
18
|
|
|
36
|
|
||
Total operating lease cost
|
|
$
|
227
|
|
|
$
|
466
|
|
Finance lease cost:
|
|
|
|
|
||||
Amortization of leased assets
|
|
$
|
14
|
|
|
$
|
25
|
|
Interest on lease liabilities
|
|
1
|
|
|
3
|
|
||
Total finance lease cost
|
|
$
|
15
|
|
|
$
|
28
|
|
Total lease cost
|
|
$
|
242
|
|
|
$
|
494
|
|
Gain recognized on sale-leaseback transactions
|
|
$
|
17
|
|
|
$
|
36
|
|
(In millions)
|
|
June 30, 2019
|
||
Operating leases:
|
|
|
||
Operating lease assets
|
|
$
|
2,074
|
|
Short-term operating lease liabilities
|
|
481
|
|
|
Operating lease liabilities
|
|
1,611
|
|
|
Total operating lease liabilities
|
|
$
|
2,092
|
|
Finance leases:
|
|
|
||
Property and equipment, gross
|
|
$
|
413
|
|
Accumulated depreciation
|
|
(111
|
)
|
|
Property and equipment, net
|
|
$
|
302
|
|
Short-term borrowings and current maturities of long-term debt
|
|
55
|
|
|
Long-term debt
|
|
232
|
|
|
Total finance lease liabilities
|
|
$
|
287
|
|
Weighted-average remaining lease term
|
|
|
||
Operating leases
|
|
7 years
|
|
|
Finance leases
|
|
6 years
|
|
|
Weighted-average discount rate
|
|
|
||
Operating leases
|
|
5.12
|
%
|
|
Finance leases
|
|
2.53
|
%
|
(In millions)
|
|
Six Months Ended June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows for operating leases
|
|
$
|
347
|
|
Operating cash flows for finance leases
|
|
3
|
|
|
Financing cash flows for finance leases
|
|
30
|
|
|
Leased assets obtained in exchange for new lease obligations:
|
|
|
||
Operating leases
|
|
327
|
|
|
Finance leases
|
|
30
|
|
(In millions)
|
|
Finance Leases
|
|
Operating Leases
|
||||
Remainder of 2019
|
|
$
|
47
|
|
|
$
|
275
|
|
2020
|
|
59
|
|
|
548
|
|
||
2021
|
|
58
|
|
|
429
|
|
||
2022
|
|
55
|
|
|
332
|
|
||
2023
|
|
45
|
|
|
253
|
|
||
Thereafter
|
|
42
|
|
|
648
|
|
||
Total lease payments
|
|
$
|
306
|
|
|
$
|
2,485
|
|
Less: interest
|
|
(19
|
)
|
|
(393
|
)
|
||
Present value of lease liabilities
|
|
$
|
287
|
|
|
$
|
2,092
|
|
(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
|
|
|
|
|
|
June 30, 2019
|
||||||||||||||
|
|
|
|
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
|
|
$
|
1,261
|
|
|
Other long-term assets
|
|
$
|
—
|
|
|
Other long-term liabilities
|
|
$
|
(47
|
)
|
Interest rate swap
|
|
2,003
|
|
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
(12
|
)
|
|||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency option contracts
|
|
500
|
|
|
Other current assets
|
|
2
|
|
|
Accrued expenses
|
|
(5
|
)
|
|||
Total
|
|
|
|
|
|
$
|
2
|
|
|
|
|
$
|
(64
|
)
|
|
|
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
|
)
|
|
|
Amount of (Loss) Gain Recognized in Other Comprehensive Income on Derivative
|
|
Amount of (Loss) Gain Reclassified from AOCI into Net Income
|
|
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency swap agreements
|
|
$
|
(1
|
)
|
|
$
|
17
|
|
|
$
|
(3
|
)
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Derivatives designated as net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency swap agreements
|
|
(7
|
)
|
|
67
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||||||
Total
|
|
$
|
(3
|
)
|
|
$
|
83
|
|
|
$
|
(3
|
)
|
|
$
|
15
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives
|
|
Amount of Gain Reclassified from AOCI into Net Income
|
|
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency swap agreements
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Derivatives designated as net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency swap agreements
|
|
28
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(1
|
)
|
||||||
Total
|
|
$
|
32
|
|
|
$
|
25
|
|
|
$
|
2
|
|
|
$
|
13
|
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
(In millions)
|
|
Principal Balance
|
|
Carrying Value
|
|
Principal Balance
|
|
Carrying Value
|
||||||||
ABL facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility
|
|
2,003
|
|
|
1,966
|
|
|
1,503
|
|
|
1,474
|
|
||||
6.125% Senior notes due 2023
|
|
535
|
|
|
530
|
|
|
535
|
|
|
529
|
|
||||
6.50% Senior notes due 2022
|
|
1,200
|
|
|
1,191
|
|
|
1,200
|
|
|
1,190
|
|
||||
6.70% Senior debentures due 2034
|
|
300
|
|
|
206
|
|
|
300
|
|
|
205
|
|
||||
6.75% Senior notes due 2024
|
|
1,000
|
|
|
986
|
|
|
—
|
|
|
—
|
|
||||
Trade securitization program
|
|
261
|
|
|
259
|
|
|
283
|
|
|
281
|
|
||||
Unsecured credit facility
|
|
—
|
|
|
—
|
|
|
250
|
|
|
246
|
|
||||
Finance leases
|
|
287
|
|
|
287
|
|
|
289
|
|
|
289
|
|
||||
Asset financing and other
|
|
48
|
|
|
49
|
|
|
55
|
|
|
55
|
|
||||
Total debt
|
|
5,634
|
|
|
5,474
|
|
|
4,415
|
|
|
4,269
|
|
||||
Short-term borrowings and current maturities of long-term debt
|
|
340
|
|
|
340
|
|
|
371
|
|
|
367
|
|
||||
Long-term debt
|
|
$
|
5,294
|
|
|
$
|
5,134
|
|
|
$
|
4,044
|
|
|
$
|
3,902
|
|
(In millions)
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||
June 30, 2019
|
|
$
|
5,718
|
|
|
$
|
3,145
|
|
|
$
|
2,573
|
|
December 31, 2018
|
|
4,305
|
|
|
2,020
|
|
|
2,285
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions, except per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Basic earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to XPO
|
|
$
|
135
|
|
|
$
|
149
|
|
|
$
|
182
|
|
|
$
|
222
|
|
Series A preferred stock dividends
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Non-cash allocation of undistributed earnings
|
|
(13
|
)
|
|
(11
|
)
|
|
(16
|
)
|
|
(16
|
)
|
||||
Net income attributable to common shares, basic
|
|
$
|
122
|
|
|
$
|
138
|
|
|
$
|
165
|
|
|
$
|
205
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares
|
|
92
|
|
|
121
|
|
|
100
|
|
|
120
|
|
||||
Basic earnings per share
|
|
$
|
1.32
|
|
|
$
|
1.14
|
|
|
$
|
1.66
|
|
|
$
|
1.70
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shares, diluted
|
|
$
|
122
|
|
|
$
|
138
|
|
|
$
|
165
|
|
|
$
|
205
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares
|
|
92
|
|
|
121
|
|
|
100
|
|
|
120
|
|
||||
Dilutive effect of non-participating stock-based awards and equity forward
|
|
10
|
|
|
13
|
|
|
10
|
|
|
14
|
|
||||
Diluted weighted-average common shares
|
|
102
|
|
|
134
|
|
|
110
|
|
|
134
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
|
$
|
1.19
|
|
|
$
|
1.03
|
|
|
$
|
1.51
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
|
|
||||||||
Potential common shares excluded
|
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
|
Three Months Ended June 30,
|
|
Percent of Revenue
|
|
Change
|
|
Six Months Ended June 30,
|
|
Percent of Revenue
|
|
Change
|
||||||||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||||||
Revenue
|
|
$
|
4,238
|
|
|
$
|
4,363
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(2.9
|
)%
|
|
$
|
8,358
|
|
|
$
|
8,555
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(2.3
|
)%
|
Cost of transportation and services
|
|
2,108
|
|
|
2,274
|
|
|
49.7
|
%
|
|
52.1
|
%
|
|
(7.3
|
)%
|
|
4,204
|
|
|
4,499
|
|
|
50.3
|
%
|
|
52.6
|
%
|
|
(6.6
|
)%
|
||||
Direct operating expense
|
|
1,417
|
|
|
1,406
|
|
|
33.4
|
%
|
|
32.2
|
%
|
|
0.8
|
%
|
|
2,823
|
|
|
2,782
|
|
|
33.8
|
%
|
|
32.5
|
%
|
|
1.5
|
%
|
||||
SG&A expense
|
|
455
|
|
|
455
|
|
|
10.7
|
%
|
|
10.4
|
%
|
|
—
|
%
|
|
941
|
|
|
905
|
|
|
11.3
|
%
|
|
10.6
|
%
|
|
4.0
|
%
|
||||
Operating income
|
|
258
|
|
|
228
|
|
|
6.1
|
%
|
|
5.2
|
%
|
|
13.2
|
%
|
|
390
|
|
|
369
|
|
|
4.7
|
%
|
|
4.3
|
%
|
|
5.7
|
%
|
||||
Other expense (income)
|
|
(13
|
)
|
|
(30
|
)
|
|
(0.3
|
)%
|
|
(0.7
|
)%
|
|
(56.7
|
)%
|
|
(30
|
)
|
|
(49
|
)
|
|
(0.4
|
)%
|
|
(0.6
|
)%
|
|
(38.8
|
)%
|
||||
Foreign currency loss (gain)
|
|
8
|
|
|
(10
|
)
|
|
0.2
|
%
|
|
(0.2
|
)%
|
|
(180.0
|
)%
|
|
10
|
|
|
2
|
|
|
0.1
|
%
|
|
—
|
%
|
|
400.0
|
%
|
||||
Debt extinguishment loss
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5
|
|
|
10
|
|
|
0.1
|
%
|
|
0.1
|
%
|
|
(50.0
|
)%
|
||||
Interest expense
|
|
72
|
|
|
55
|
|
|
1.7
|
%
|
|
1.3
|
%
|
|
30.9
|
%
|
|
143
|
|
|
114
|
|
|
1.7
|
%
|
|
1.3
|
%
|
|
25.4
|
%
|
||||
Income before income tax provision
|
|
191
|
|
|
213
|
|
|
4.5
|
%
|
|
4.9
|
%
|
|
(10.3
|
)%
|
|
262
|
|
|
292
|
|
|
3.1
|
%
|
|
3.4
|
%
|
|
(10.3
|
)%
|
||||
Income tax provision
|
|
46
|
|
|
54
|
|
|
1.1
|
%
|
|
1.2
|
%
|
|
(14.8
|
)%
|
|
65
|
|
|
54
|
|
|
0.8
|
%
|
|
0.6
|
%
|
|
20.4
|
%
|
||||
Net income
|
|
$
|
145
|
|
|
$
|
159
|
|
|
3.4
|
%
|
|
3.6
|
%
|
|
(8.8
|
)%
|
|
$
|
197
|
|
|
$
|
238
|
|
|
2.4
|
%
|
|
2.8
|
%
|
|
(17.2
|
)%
|
|
|
Three Months Ended June 30,
|
|
Percent of Revenue
|
|
Change
|
|
Six Months Ended June 30,
|
|
Percent of Revenue
|
|
Change
|
||||||||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||||||
Revenue
|
|
$
|
2,747
|
|
|
$
|
2,888
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(4.9
|
)%
|
|
$
|
5,406
|
|
|
$
|
5,662
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(4.5
|
)%
|
Operating income
|
|
243
|
|
|
205
|
|
|
8.8
|
%
|
|
7.1
|
%
|
|
18.5
|
%
|
|
371
|
|
|
344
|
|
|
6.9
|
%
|
|
6.1
|
%
|
|
7.8
|
%
|
||||
Total depreciation and amortization
|
|
108
|
|
|
116
|
|
|
N/A
|
|
|
N/A
|
|
|
(6.9
|
)%
|
|
224
|
|
|
230
|
|
|
N/A
|
|
|
N/A
|
|
|
(2.6
|
)%
|
|
|
Three Months Ended June 30,
|
|
Percent of Revenue
|
|
Change
|
|
Six Months Ended June 30,
|
|
Percent of Revenue
|
|
Change
|
||||||||||||||||||||||
(Dollars in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
||||||||||||||
Revenue
|
|
$
|
1,526
|
|
|
$
|
1,508
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1.2
|
%
|
|
$
|
3,020
|
|
|
$
|
2,956
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2.2
|
%
|
Operating income
|
|
61
|
|
|
67
|
|
|
4.0
|
%
|
|
4.4
|
%
|
|
(9.0
|
)%
|
|
107
|
|
|
115
|
|
|
3.5
|
%
|
|
3.9
|
%
|
|
(7.0
|
)%
|
||||
Total depreciation and amortization
|
|
67
|
|
|
58
|
|
|
N/A
|
|
|
N/A
|
|
|
15.5
|
%
|
|
128
|
|
|
113
|
|
|
N/A
|
|
|
N/A
|
|
|
13.3
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Securitization program
|
|
|
|
|
|
|
|
|
||||||||
Receivables sold
|
|
$
|
338
|
|
|
$
|
—
|
|
|
$
|
661
|
|
|
$
|
—
|
|
Cash consideration
|
|
269
|
|
|
—
|
|
|
529
|
|
|
—
|
|
||||
Deferred purchase price
|
|
69
|
|
|
—
|
|
|
132
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Factoring programs
|
|
|
|
|
|
|
|
|
||||||||
Receivables sold
|
|
235
|
|
|
128
|
|
|
419
|
|
|
269
|
|
||||
Cash consideration
|
|
234
|
|
|
128
|
|
|
417
|
|
|
269
|
|
|
|
Six Months Ended June 30,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
164
|
|
|
$
|
248
|
|
Net cash used in investing activities
|
|
(14
|
)
|
|
(196
|
)
|
||
Net cash used in financing activities
|
|
(153
|
)
|
|
(119
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
|
(2
|
)
|
|
(7
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
$
|
(5
|
)
|
|
$
|
(74
|
)
|
(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)
|
||||||
April 1, 2019 through April 30, 2019
|
|
2
|
|
|
$
|
56.74
|
|
|
2
|
|
|
$
|
618
|
|
May 1, 2019 through May 31, 2019
|
|
—
|
|
(3)
|
62.75
|
|
|
—
|
|
(3)
|
617
|
|
||
June 1, 2019 through June 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
2
|
|
|
$
|
56.78
|
|
|
2
|
|
|
$
|
617
|
|
(1)
|
Based on settlement date.
|
(2)
|
On February 14, 2019, we announced that our Board of Directors authorized repurchases 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. Also, the program does not have an expiration date. For further details, refer to Note 8—Stockholders’ Equity to the Condensed Consolidated Financial Statements.
|
(3)
|
Total number of shares purchased were less than one million.
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1 +
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3 +*
|
|
|
|
|
|
10.4 +*
|
|
|
|
|
|
10.5 +*
|
|
|
|
|
|
10.6 +*
|
|
|
|
|
|
10.7 +*
|
|
|
|
|
|
31.1 *
|
|
|
|
|
|
31.2 *
|
|
|
|
|
|
32.1 **
|
|
|
|
|
|
32.2 **
|
|
|
|
|
|
101.INS *
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH *
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL *
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF *
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB *
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE *
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
*
|
|
Filed herewith.
|
**
|
|
Furnished herewith.
|
+
|
|
This exhibit is a management contract or compensatory plan or arrangement.
|
|
XPO LOGISTICS, INC.
|
|
|
By:
|
/s/ Bradley S. Jacobs
|
|
Bradley S. Jacobs
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
By:
|
/s/ Sarah J.S. Glickman
|
|
Sarah J.S. Glickman
|
|
Acting Chief Financial Officer
|
|
(Principal Financial Officer)
|
Start Date:
|
February 9, 2016
|
Employee:
|
Bradley S. Jacobs
|
Position:
|
Chief Executive Officer of the Company and Chairman and a member of the Board of Directors of the Company
|
Reporting Person:
|
Board of Directors of the Company
|
Base Salary:
|
$1,000,000 (effective commencing June 5, 2019)
|
2015 Bonus:
|
$925,000
|
2015 Additional Bonus:
|
$1,400,000
|
Target Bonus:
|
200% of Base Salary (it being understood that the Target Bonus for 2019 shall be calculated as 200% of Employee’s Base Salary at the rate in effect on December 31, 2019)
|
Prior Agreement:
|
Employment Agreement dated as of November 21, 2011 and effective as of September 2, 2011, by and between the Company and Employee
|
Sections of Prior Agreement that survive with respect to Equity Compensation granted under the Prior Agreement:
|
Section 3(c) and 3(d)
|
Start Date:
|
February 9, 2016
|
Employee:
|
Troy A. Cooper
|
Position:
|
President of the Company
|
Reporting Person:
|
Chief Executive Officer of the Company
|
Base Salary:
|
$650,00 (effective commencing June 5, 2019)
|
2015 Bonus:
|
$750,000
|
2015 Additional Bonus:
|
$1,100,000
|
Target Bonus:
|
200% of Base Salary (it being understood that the Target Bonus for 2019 shall be calculated as 200% of Employee’s Base Salary at the rate in effect on December 31, 2019)
|
Prior Agreement:
|
Employment Agreement effective as of March 14, 2014, by and between the Company and Employee
|
Sections of Prior Agreement that survive with respect to Equity Compensation granted under the Prior Agreement:
|
Section 3(c)
|
Start Date:
|
February 9, 2016
|
Employee:
|
Mario A. Harik
|
Position:
|
Chief Information Officer of the Company
|
Reporting Person:
|
President of the Company
|
Base Salary:
|
$500,000 (effective commencing June 5, 2019)
|
2015 Bonus:
|
$400,000
|
2015 Additional Bonus:
|
$900,000
|
Target Bonus:
|
125% of Base Salary (it being understood that the Target Bonus for 2019 shall be calculated as 125% of Employee’s Base Salary at the rate in effect on December 31, 2019)
|
Prior Agreement:
|
Employment Agreement effective as of March 14, 2014, by and between the Company and Employee
|
Sections of Prior Agreement that survive with respect to Equity Compensation granted under the Prior Agreement:
|
Section 3(c) and Section 3(d)
|
XPO LOGISTICS, INC.
|
|
|
By:
|
|
|
|
/s/ Meghan Henson
|
|
|
Name: Meghan Henson
Title: Chief Human Resources Officer
|
|
|
|
|
|
/s/ Sarah J.S. Glickman
|
|
|
Sarah J.S.Glickman
|
|
Effective Date:
|
June 5, 2019
|
Employee:
|
Sarah J.S. Glickman
|
Position
|
Acting Chief Financial Officer, it being understood and agreed that the Company may modify such position upon appointment of a permanent Chief Financial Officer and such modification (including any associated modification to the Reporting Person below) shall not be considered a breach of this Agreement, so long as Employee continues to serve at the Senior Vice President (or higher) level.
|
Reporting Person:
|
Chief Executive Officer of the Company or the Chief Executive Officer’s designee, it being understood and agreed that the Chief Executive Officer may designate a new Reporting Person upon appointment of a permanent Chief Financial Officer.
|
Base Salary:
|
$425,000
|
Target Bonus:
|
100% of Base Salary
|
If to the Company:
|
XPO Logistics, Inc.
Five American Lane
Greenwich, CT 06831
Attention: Chief Human Resources Officer
|
If to you:
|
To your address as most recently supplied to the Company and set forth in the Company’s records
|
XPO LOGISTICS, INC.
|
|
|
|
|
|
|
Name: Meghan Henson
|
|
Title: Chief Human Resources Officer
|
Number of RSUs Granted Hereunder:
|
[# shares] RSUs
|
Performance Goal:
|
The Performance Goal shall be achievement of both of the following:
(a) Company TSR during the Performance Period exceeds Comparator Group TSR during the Performance Period by a minimum of 34 percentage points (representing outperformance of more than 5 percentage points on an annualized compounded basis) (the “TSR Performance Goal”); and
(b) the compound annual growth rate of the Company’s Adjusted EPS during the Performance Period, measured by reference to the Company’s full year 2018 Adjusted EPS of $3.19, is at least 19% (the “Adjusted EPS Performance Goal”).
“Adjusted EPS” means the Company’s net income attributable to common shareholders, adjusted for the impact of certain costs and gains that management has determined are not reflective of the Company’s core operating activities, governed by the Company’s internal policy entitled “Presentation and Disclosure of Non-GAAP Financial Measures” as in effect on the Grant Date, and reported externally in the Company’s earnings press releases.
“Beginning Price” shall mean the average of the closing prices of the Index or of common shares of the Company, as applicable, during the twenty (20) consecutive trading days ending on the last trading day immediately preceding the first day of the Performance Period.
“Index” means the S&P Transportation Select Industry Index.
“Dividends Paid” shall mean all cash dividends paid by the applicable company with respect to an ex-dividend date that occurs during the Performance Period (whether or not the dividend payment date occurs during the Performance Period), which shall be deemed to have been reinvested in the underlying common shares and shall include cash dividends paid with respect to such reinvested dividends. As applied to the Index, Dividends Paid shall relate to dividends of the constituent companies and shall assume that they are reinvested in the Index.
“Ending Price” shall mean the average of the closing prices of the Index or of common shares of the Company, as applicable, during the twenty (20) consecutive trading days ending on the last trading day of the Performance Period. In determining Ending Price for the Company or the Index, the Committee may make such adjustments as
|
|
it deems appropriate to reflect stock splits, spin-offs, and similar transactions that occurred during the Performance Period.
“Company TSR” shall mean the quotient of (i) the Company’s Ending Price minus the Company’s Beginning Price plus the Company’s Dividends Paid, divided by (ii) the Company’s Beginning Price.
“Comparator Group TSR” shall mean the quotient of (i) the Index’s Ending Price minus the Index’s Beginning Price plus the Index’s Dividends Paid, divided by (ii) the Index’s Beginning Price.
The TSR Performance Goal shall be subject to adjustment by the Committee in the event of an event described in Section 4(b) of the Plan.
|
|
/s/ Bradley S. Jacobs
|
|
Bradley S. Jacobs
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: August 1, 2019
|
|
|
/s/ Sarah J.S. Glickman
|
|
Sarah J.S. Glickman
|
|
Acting Chief Financial Officer
|
|
(Principal Financial Officer)
|
Date: August 1, 2019
|
|
|
/s/ Bradley S. Jacobs
|
|
Bradley S. Jacobs
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: August 1, 2019
|
|
|
/s/ Sarah J.S. Glickman
|
|
Sarah J.S. Glickman
|
|
Acting Chief Financial Officer
|
|
(Principal Financial Officer)
|
Date: August 1, 2019
|
|