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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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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¨
(Do not check if a smaller reporting company)
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Smaller reporting 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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||
•
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Market our diversified, multi-modal 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 service and 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 transportation assets;
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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
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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 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 potentially could use XPO for more of their logistics and/or broader supply chain needs;
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•
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Expand our relationships with existing customers that have business interests in both North America, Europe and Asia;
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•
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Cross-sell contract logistics and managed transportation solutions to customers of our Transportation segment;
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•
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Market the advantages of XPO’s proprietary technology and global network of logistics facilities;
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•
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Provide world-class service and solutions that satisfy our customers’ logistics-related supply chain goals; 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 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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60
|
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Chairman of the Board and Chief Executive Officer
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Troy A. Cooper
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47
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Chief Operating Officer and Chief Executive Officer - Europe
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John J. Hardig
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52
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Chief Financial Officer
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Scott B. Malat
|
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40
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Chief Strategy Officer
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Mario A. Harik
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36
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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.
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•
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Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business. 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 or other transportation services to meet our commitments to our customers.
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•
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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 to changing market demands. In periods of rapid change, it is more difficult to match our staffing levels to our business needs. In addition, we have other primarily variable expenses that are fixed for a period of time and certain significant fixed expenses, and we may not be able to adequately adjust them in a period of rapid change in market demand.
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•
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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. Such reductions 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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Our current or prospective customers may decide to develop or expand internal capabilities for some of the services that we provide.
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•
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The development of new technologies or business models, which 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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•
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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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•
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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 in service or stoppages in transportation as a result of labor disputes, seaport strikes, network congestion, weather-related issues, “Acts of God,” or acts of terrorism;
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•
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Changes in regulations impacting transportation;
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•
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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
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•
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Changes in transportation rates.
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2016
|
||||||||||||||
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First
|
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Second
|
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Third
|
|
Fourth
|
||||||||
High
|
$
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32.01
|
|
|
$
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33.89
|
|
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$
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37.22
|
|
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$
|
49.35
|
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Low
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19.56
|
|
|
23.30
|
|
|
24.43
|
|
|
32.17
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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2015
|
||||||||||||||
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First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
High
|
$
|
47.26
|
|
|
$
|
50.56
|
|
|
$
|
46.74
|
|
|
$
|
33.50
|
|
Low
|
35.57
|
|
|
41.58
|
|
|
21.62
|
|
|
25.04
|
|
|
12/31/11
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
||||||||||||
XPO Logistics, Inc.
|
$
|
100
|
|
|
$
|
141
|
|
|
$
|
213
|
|
|
$
|
331
|
|
|
$
|
221
|
|
|
$
|
349
|
|
Russell 2000
|
$
|
100
|
|
|
$
|
115
|
|
|
$
|
157
|
|
|
$
|
163
|
|
|
$
|
153
|
|
|
$
|
183
|
|
Dow Jones Transportation Average
|
$
|
100
|
|
|
$
|
106
|
|
|
$
|
147
|
|
|
$
|
182
|
|
|
$
|
150
|
|
|
$
|
180
|
|
|
Year Ended December 31,
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||||||||||||||||||
(In millions, except per share data)
|
2016
|
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2015
|
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2014
|
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2013
|
|
2012
|
||||||||||
Operating Results:
|
|
|
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|
|
|
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||||||||||
Revenue
|
$
|
14,619.4
|
|
|
$
|
7,623.2
|
|
|
$
|
2,356.6
|
|
|
$
|
702.3
|
|
|
$
|
278.6
|
|
Operating income (loss)
|
488.1
|
|
|
(28.6
|
)
|
|
(40.9
|
)
|
|
(52.3
|
)
|
|
(28.0
|
)
|
|||||
Income (loss) before income taxes
|
106.8
|
|
|
(282.5
|
)
|
|
(89.7
|
)
|
|
(71.0
|
)
|
|
(31.5
|
)
|
|||||
Net income (loss)
|
84.5
|
|
|
(191.6
|
)
|
|
(63.6
|
)
|
|
(48.5
|
)
|
|
(20.3
|
)
|
|||||
Net income (loss) attributable to common shareholders
|
63.1
|
|
|
(245.9
|
)
|
|
(107.4
|
)
|
|
(51.5
|
)
|
|
(23.3
|
)
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
|
$
|
0.57
|
|
|
$
|
(2.65
|
)
|
|
$
|
(2.00
|
)
|
|
$
|
(2.26
|
)
|
|
$
|
(1.49
|
)
|
Diluted earnings (loss) per share
|
$
|
0.53
|
|
|
$
|
(2.65
|
)
|
|
$
|
(2.00
|
)
|
|
(2.26
|
)
|
|
(1.49
|
)
|
||
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
110.2
|
|
|
92.8
|
|
|
53.6
|
|
|
22.8
|
|
|
15.7
|
|
|||||
Diluted
|
122.8
|
|
|
92.8
|
|
|
53.6
|
|
|
22.8
|
|
|
15.7
|
|
|||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment, net
|
$
|
2,537.4
|
|
|
$
|
2,852.2
|
|
|
$
|
221.9
|
|
|
$
|
56.6
|
|
|
$
|
13.1
|
|
Total assets
|
$
|
11,698.4
|
|
|
$
|
12,643.2
|
|
|
$
|
2,749.4
|
|
|
$
|
777.1
|
|
|
$
|
409.3
|
|
Long-term debt, less current portion
|
$
|
4,731.5
|
|
|
$
|
5,272.6
|
|
|
$
|
580.3
|
|
|
$
|
178.6
|
|
|
$
|
105.1
|
|
Preferred stock
|
$
|
41.6
|
|
|
$
|
42.0
|
|
|
$
|
42.2
|
|
|
$
|
42.7
|
|
|
$
|
42.8
|
|
Total equity
|
$
|
3,037.6
|
|
|
$
|
3,060.8
|
|
|
$
|
1,655.1
|
|
|
$
|
455.9
|
|
|
$
|
245.1
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
Percent of Revenue
|
|||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Revenue
|
$
|
14,619.4
|
|
|
$
|
7,623.2
|
|
|
$
|
2,356.6
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of transportation and services
|
7,886.0
|
|
|
4,171.4
|
|
|
1,701.8
|
|
|
53.9
|
%
|
|
54.7
|
%
|
|
72.2
|
%
|
|||
Direct operating expense
|
4,594.1
|
|
|
2,367.0
|
|
|
273.2
|
|
|
31.4
|
%
|
|
31.0
|
%
|
|
11.6
|
%
|
|||
SG&A expense
|
1,651.2
|
|
|
1,113.4
|
|
|
422.5
|
|
|
11.3
|
%
|
|
14.6
|
%
|
|
17.9
|
%
|
|||
Operating income (loss)
|
488.1
|
|
|
(28.6
|
)
|
|
(40.9
|
)
|
|
3.4
|
%
|
|
(0.3
|
)%
|
|
(1.7
|
)%
|
|||
Other expense (income)
|
(9.2
|
)
|
|
(7.6
|
)
|
|
0.4
|
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
—
|
%
|
|||
Foreign currency loss (gain)
|
(40.3
|
)
|
|
44.8
|
|
|
0.4
|
|
|
(0.3
|
)%
|
|
0.6
|
%
|
|
—
|
%
|
|||
Debt extinguishment loss
|
69.7
|
|
|
—
|
|
|
—
|
|
|
0.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Interest expense
|
361.1
|
|
|
216.7
|
|
|
48.0
|
|
|
2.5
|
%
|
|
2.8
|
%
|
|
2.0
|
%
|
|||
Income (loss) before income tax provision (benefit)
|
106.8
|
|
|
(282.5
|
)
|
|
(89.7
|
)
|
|
0.8
|
%
|
|
(3.6
|
)%
|
|
(3.7
|
)%
|
|||
Income tax provision (benefit)
|
22.3
|
|
|
(90.9
|
)
|
|
(26.1
|
)
|
|
0.2
|
%
|
|
(1.2
|
)%
|
|
(1.1
|
)%
|
|||
Net income (loss)
|
$
|
84.5
|
|
|
$
|
(191.6
|
)
|
|
$
|
(63.6
|
)
|
|
0.6
|
%
|
|
(2.4
|
)%
|
|
(2.6
|
)%
|
|
|
|
|
|
|
|
Percent of Revenue
|
|||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Revenue
|
$
|
9,457.3
|
|
|
$
|
4,924.4
|
|
|
$
|
2,140.0
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of transportation and services
|
6,796.4
|
|
|
3,718.8
|
|
|
1,701.8
|
|
|
71.9
|
%
|
|
75.5
|
%
|
|
79.5
|
%
|
|||
Direct operating expense
|
1,199.2
|
|
|
507.1
|
|
|
90.0
|
|
|
12.7
|
%
|
|
10.3
|
%
|
|
4.2
|
%
|
|||
SG&A expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries & benefits
|
560.2
|
|
|
340.7
|
|
|
175.0
|
|
|
5.9
|
%
|
|
6.9
|
%
|
|
8.2
|
%
|
|||
Other SG&A expense
|
153.6
|
|
|
129.4
|
|
|
56.4
|
|
|
1.6
|
%
|
|
2.6
|
%
|
|
2.6
|
%
|
|||
Purchased services
|
147.5
|
|
|
44.7
|
|
|
20.4
|
|
|
1.6
|
%
|
|
0.9
|
%
|
|
1.0
|
%
|
|||
Depreciation & amortization
|
162.4
|
|
|
132.1
|
|
|
77.5
|
|
|
1.7
|
%
|
|
2.7
|
%
|
|
3.6
|
%
|
|||
Total SG&A expense
|
1,023.7
|
|
|
646.9
|
|
|
329.3
|
|
|
10.8
|
%
|
|
13.1
|
%
|
|
15.4
|
%
|
|||
Operating income
|
$
|
438.0
|
|
|
$
|
51.6
|
|
|
$
|
18.9
|
|
|
4.6
|
%
|
|
1.1
|
%
|
|
0.9
|
%
|
|
|
|
|
|
|
|
Percent of Revenue
|
|||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Revenue
|
$
|
5,323.9
|
|
|
$
|
2,768.4
|
|
|
$
|
216.6
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of transportation and services
|
1,246.8
|
|
|
521.6
|
|
|
—
|
|
|
23.4
|
%
|
|
18.8
|
%
|
|
—
|
%
|
|||
Direct operating expense
|
3,395.5
|
|
|
1,859.5
|
|
|
183.2
|
|
|
63.8
|
%
|
|
67.2
|
%
|
|
84.6
|
%
|
|||
SG&A expense
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Salaries & benefits
|
230.2
|
|
|
165.1
|
|
|
6.3
|
|
|
4.3
|
%
|
|
6.0
|
%
|
|
2.9
|
%
|
|||
Other SG&A expense
|
76.3
|
|
|
34.3
|
|
|
1.8
|
|
|
1.4
|
%
|
|
1.2
|
%
|
|
0.8
|
%
|
|||
Purchased services
|
79.4
|
|
|
39.3
|
|
|
1.1
|
|
|
1.5
|
%
|
|
1.4
|
%
|
|
0.5
|
%
|
|||
Depreciation & amortization
|
86.2
|
|
|
67.0
|
|
|
6.6
|
|
|
1.6
|
%
|
|
2.4
|
%
|
|
3.0
|
%
|
|||
Total SG&A expense
|
472.1
|
|
|
305.7
|
|
|
15.8
|
|
|
8.8
|
%
|
|
11.0
|
%
|
|
7.2
|
%
|
|||
Operating income
|
$
|
209.5
|
|
|
$
|
81.6
|
|
|
$
|
17.6
|
|
|
4.0
|
%
|
|
3.0
|
%
|
|
8.2
|
%
|
(Dollars in millions)
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than 1
Year |
|
1 to 3
Years |
|
3 to 5
Years |
|
More than 5
Years |
||||||||||
Capital leases payable
|
$
|
101.9
|
|
|
$
|
18.3
|
|
|
$
|
34.5
|
|
|
$
|
18.2
|
|
|
$
|
30.9
|
|
Operating leases
|
2,144.3
|
|
|
542.1
|
|
|
737.3
|
|
|
385.6
|
|
|
479.3
|
|
|||||
Purchase commitments
|
158.6
|
|
|
59.0
|
|
|
70.8
|
|
|
28.8
|
|
|
—
|
|
|||||
Long-term debt
|
5,044.2
|
|
|
121.7
|
|
|
333.2
|
|
|
2,055.6
|
|
|
2,533.7
|
|
|||||
Interest on long-term debt
|
1,640.3
|
|
|
275.3
|
|
|
515.4
|
|
|
484.0
|
|
|
365.6
|
|
|||||
Total contractual cash obligations
|
$
|
9,089.3
|
|
|
$
|
1,016.4
|
|
|
$
|
1,691.2
|
|
|
$
|
2,972.2
|
|
|
$
|
3,409.5
|
|
|
2016
|
|
2015
|
||
U.S. Plans
|
4.35
|
%
|
|
4.65
|
%
|
UK Plan
|
2.70
|
%
|
|
3.75
|
%
|
(Dollars in millions)
|
25 Basis Point Increase
|
|
25 Basis Point Decrease
|
||||||||||||
Discount rate
|
U.S. Plans
|
|
UK Plan
|
|
U.S. Plans
|
|
UK Plan
|
||||||||
Effect on 2017 estimated net periodic benefit expense (income)
|
$
|
4.5
|
|
|
$
|
3.1
|
|
|
$
|
(4.5
|
)
|
|
$
|
(3.1
|
)
|
(Dollars in millions)
|
25 Basis Point Increase
|
|
25 Basis Point Decrease
|
||||||||||||
Expected return on plan assets
|
U.S. Qualified Plans
|
|
UK Plan
|
|
U.S. Qualified Plans
|
|
UK Plan
|
||||||||
Effect on 2017 estimated net periodic benefit expense (income)
|
$
|
(4.3
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
4.3
|
|
|
$
|
3.0
|
|
|
|
|
|
XPO LOGISTICS, INC.
|
|
||
|
|
|
|
By:
|
|
/s/ Bradley S. Jacobs
|
|
|
|
Bradley S. Jacobs
|
|
|
|
(Chairman of the Board of Directors and Chief Executive Officer)
|
|
|
|
|
|
By:
|
|
/s/ John J. Hardig
|
|
|
|
John J. Hardig
|
|
|
|
(Chief Financial Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Bradley S. Jacobs
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
February 28, 2017
|
Bradley S. Jacobs
|
|
|
|
|
/s/ John J. Hardig
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 28, 2017
|
John J. Hardig
|
|
|
|
|
/s/ Lance A. Robinson
|
|
Global Chief Accounting Officer (Principal Accounting Officer)
|
|
February 28, 2017
|
Lance A. Robinson
|
|
|
|
|
/s/ Gena L. Ashe
|
|
Director
|
|
February 28, 2017
|
Gena L. Ashe
|
|
|
|
|
/s/ Louis DeJoy
|
|
Director
|
|
February 28, 2017
|
Louis DeJoy
|
|
|
|
|
/s/ Michael G. Jesselson
|
|
Director
|
|
February 28, 2017
|
Michael G. Jesselson
|
|
|
|
|
/s/ Adrian P. Kingshott
|
|
Director
|
|
February 28, 2017
|
Adrian P. Kingshott
|
|
|
|
|
/s/ Jason D. Papastavrou
|
|
Director
|
|
February 28, 2017
|
Jason D. Papastavrou
|
|
|
|
|
/s/ Oren G. Shaffer
|
|
Director
|
|
February 28, 2017
|
Oren G. Shaffer
|
|
|
|
|
|
|
|
Page
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions, except share and per share data)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
373.4
|
|
|
$
|
289.8
|
|
Accounts receivable, net of allowances of $26.3 and $16.9, respectively
|
2,313.3
|
|
|
2,266.4
|
|
||
Other current assets
|
386.9
|
|
|
401.0
|
|
||
Total current assets
|
3,073.6
|
|
|
2,957.2
|
|
||
Property and equipment, net of $589.9 and $209.3 in accumulated depreciation, respectively
|
2,537.4
|
|
|
2,852.2
|
|
||
Goodwill
|
4,325.8
|
|
|
4,610.6
|
|
||
Identifiable intangible assets, net of $377.1 and $210.2 in accumulated amortization, respectively
|
1,534.7
|
|
|
1,876.5
|
|
||
Deferred tax asset
|
2.7
|
|
|
113.6
|
|
||
Other long-term assets
|
224.2
|
|
|
233.1
|
|
||
Total long-term assets
|
8,624.8
|
|
|
9,686.0
|
|
||
Total assets
|
$
|
11,698.4
|
|
|
$
|
12,643.2
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,056.3
|
|
|
$
|
1,063.7
|
|
Accrued expenses
|
1,382.1
|
|
|
1,291.8
|
|
||
Current maturities of long-term debt
|
136.5
|
|
|
135.3
|
|
||
Other current liabilities
|
156.7
|
|
|
203.6
|
|
||
Total current liabilities
|
2,731.6
|
|
|
2,694.4
|
|
||
Long-term debt
|
4,731.5
|
|
|
5,272.6
|
|
||
Deferred tax liability
|
572.4
|
|
|
933.3
|
|
||
Employee benefit obligations
|
251.4
|
|
|
312.6
|
|
||
Other long-term liabilities
|
373.9
|
|
|
369.5
|
|
||
Total long-term liabilities
|
5,929.2
|
|
|
6,888.0
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Convertible perpetual preferred stock, $.001 par value; 10,000,000 shares authorized; 72,235 and 72,885 of Series A shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
41.6
|
|
|
42.0
|
|
||
Common stock, $.001 par value; 300,000,000 shares authorized; 111,087,027 and 109,523,493 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
3,244.9
|
|
|
3,212.3
|
|
||
Accumulated deficit
|
(392.9
|
)
|
|
(465.0
|
)
|
||
Accumulated other comprehensive loss
|
(193.7
|
)
|
|
(72.3
|
)
|
||
Total stockholders’ equity before noncontrolling interests
|
2,700.0
|
|
|
2,717.1
|
|
||
Noncontrolling interests
|
337.6
|
|
|
343.7
|
|
||
Total equity
|
3,037.6
|
|
|
3,060.8
|
|
||
Total liabilities and equity
|
$
|
11,698.4
|
|
|
$
|
12,643.2
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
14,619.4
|
|
|
$
|
7,623.2
|
|
|
$
|
2,356.6
|
|
Operating expenses
|
|
|
|
|
|
||||||
Cost of transportation and services
|
7,886.0
|
|
|
4,171.4
|
|
|
1,701.8
|
|
|||
Direct operating expense
|
4,594.1
|
|
|
2,367.0
|
|
|
273.2
|
|
|||
Sales, general and administrative expense
|
1,651.2
|
|
|
1,113.4
|
|
|
422.5
|
|
|||
Total operating expenses
|
14,131.3
|
|
|
7,651.8
|
|
|
2,397.5
|
|
|||
Operating income (loss)
|
488.1
|
|
|
(28.6
|
)
|
|
(40.9
|
)
|
|||
Other expense (income)
|
(9.2
|
)
|
|
(7.6
|
)
|
|
0.4
|
|
|||
Foreign currency loss (gain)
|
(40.3
|
)
|
|
44.8
|
|
|
0.4
|
|
|||
Debt extinguishment loss
|
69.7
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
361.1
|
|
|
216.7
|
|
|
48.0
|
|
|||
Income (loss) before income tax provision (benefit)
|
106.8
|
|
|
(282.5
|
)
|
|
(89.7
|
)
|
|||
Income tax provision (benefit)
|
22.3
|
|
|
(90.9
|
)
|
|
(26.1
|
)
|
|||
Net income (loss)
|
84.5
|
|
|
(191.6
|
)
|
|
(63.6
|
)
|
|||
Net (income) loss attributable to noncontrolling interests
|
(15.5
|
)
|
|
0.5
|
|
|
—
|
|
|||
Net income (loss) attributable to XPO
|
$
|
69.0
|
|
|
$
|
(191.1
|
)
|
|
$
|
(63.6
|
)
|
|
|
|
|
|
|
||||||
Earnings per share data:
|
|
|
|
|
|
||||||
Net income (loss) attributable to common shareholders (Note 16)
|
$
|
63.1
|
|
|
$
|
(245.9
|
)
|
|
$
|
(107.4
|
)
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share (Note 16)
|
$
|
0.57
|
|
|
$
|
(2.65
|
)
|
|
$
|
(2.00
|
)
|
Diluted earnings (loss) per share (Note 16)
|
$
|
0.53
|
|
|
$
|
(2.65
|
)
|
|
$
|
(2.00
|
)
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
|
|
|
|
||||||
Basic weighted-average common shares outstanding
|
110.2
|
|
|
92.8
|
|
|
53.6
|
|
|||
Diluted weighted-average common shares outstanding
|
122.8
|
|
|
92.8
|
|
|
53.6
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
84.5
|
|
|
$
|
(191.6
|
)
|
|
$
|
(63.6
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation losses
|
$
|
(137.7
|
)
|
|
$
|
(68.5
|
)
|
|
$
|
—
|
|
Unrealized gains (losses) on financial assets/liabilities designated as hedging instruments, net of tax effect of $0.1, $2.2 and $0.0
|
(7.1
|
)
|
|
6.9
|
|
|
—
|
|
|||
Change in defined benefit plans liability, net of tax benefit of $3.7, $9.8 and $0.0
|
4.7
|
|
|
(17.0
|
)
|
|
—
|
|
|||
Other comprehensive loss
|
(140.1
|
)
|
|
(78.6
|
)
|
|
—
|
|
|||
Comprehensive loss
|
$
|
(55.6
|
)
|
|
$
|
(270.2
|
)
|
|
$
|
(63.6
|
)
|
Less: Comprehensive loss attributable to noncontrolling interests
|
3.2
|
|
|
6.8
|
|
|
—
|
|
|||
Comprehensive loss attributable to XPO
|
$
|
(52.4
|
)
|
|
$
|
(263.4
|
)
|
|
$
|
(63.6
|
)
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
84.5
|
|
|
$
|
(191.6
|
)
|
|
$
|
(63.6
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
643.4
|
|
|
364.9
|
|
|
98.3
|
|
|||
Stock compensation expense
|
54.5
|
|
|
27.9
|
|
|
7.5
|
|
|||
Accretion of debt
|
17.0
|
|
|
6.4
|
|
|
7.3
|
|
|||
Deferred tax benefit
|
(20.9
|
)
|
|
(91.9
|
)
|
|
(30.0
|
)
|
|||
Loss on extinguishment of debt
|
69.7
|
|
|
—
|
|
|
—
|
|
|||
Unrealized (gain) loss on foreign currency option and forward contracts
|
(39.7
|
)
|
|
1.0
|
|
|
—
|
|
|||
Other
|
7.4
|
|
|
9.4
|
|
|
11.2
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(153.7
|
)
|
|
7.8
|
|
|
(143.9
|
)
|
|||
Other assets
|
17.2
|
|
|
(35.3
|
)
|
|
9.2
|
|
|||
Accounts payable
|
1.7
|
|
|
(51.3
|
)
|
|
53.9
|
|
|||
Accrued expenses and other liabilities
|
(55.7
|
)
|
|
43.5
|
|
|
28.8
|
|
|||
Cash flows provided (used) by operating activities
|
625.4
|
|
|
90.8
|
|
|
(21.3
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(3,887.0
|
)
|
|
(814.0
|
)
|
|||
Proceeds from sale of business, net of $10.5 cash divested
|
547.7
|
|
|
—
|
|
|
—
|
|
|||
Loss on forward contract related to acquisition
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|||
Payment for purchases of property and equipment
|
(483.4
|
)
|
|
(249.0
|
)
|
|
(44.6
|
)
|
|||
Proceeds from sale of assets
|
68.9
|
|
|
60.3
|
|
|
—
|
|
|||
Other
|
8.8
|
|
|
—
|
|
|
0.3
|
|
|||
Cash flows provided (used) by investing activities
|
142.0
|
|
|
(4,085.4
|
)
|
|
(858.3
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from preferred stock and common stock offerings
|
—
|
|
|
1,260.0
|
|
|
1,131.3
|
|
|||
Payment for equity issuance costs
|
—
|
|
|
(31.9
|
)
|
|
(33.9
|
)
|
|||
Proceeds from issuance of long-term debt
|
1,377.8
|
|
|
4,151.8
|
|
|
500.0
|
|
|||
Payment of debt issuance costs
|
(25.8
|
)
|
|
(42.9
|
)
|
|
(10.4
|
)
|
|||
Repurchase of debt
|
(1,889.2
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt and capital leases
|
(151.4
|
)
|
|
(1,215.6
|
)
|
|
—
|
|
|||
Proceeds from borrowings on revolving credit facility
|
360.0
|
|
|
—
|
|
|
130.0
|
|
|||
Repayment of borrowings on revolving credit facility
|
(330.0
|
)
|
|
—
|
|
|
(205.0
|
)
|
|||
Bank overdrafts
|
(16.5
|
)
|
|
(12.3
|
)
|
|
—
|
|
|||
Purchase of noncontrolling interests
|
(1.4
|
)
|
|
(459.7
|
)
|
|
—
|
|
|||
Dividends paid
|
(5.4
|
)
|
|
(2.8
|
)
|
|
(2.9
|
)
|
|||
Other
|
1.1
|
|
|
(1.7
|
)
|
|
(6.9
|
)
|
|||
Cash flows provided (used) by financing activities
|
(680.8
|
)
|
|
3,644.9
|
|
|
1,502.2
|
|
|||
Effect of exchange rates on cash
|
(3.0
|
)
|
|
(4.6
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash
|
83.6
|
|
|
(354.3
|
)
|
|
622.6
|
|
|||
Cash and cash equivalents, beginning of year
|
289.8
|
|
|
644.1
|
|
|
21.5
|
|
|||
Cash and cash equivalents, end of year
|
$
|
373.4
|
|
|
$
|
289.8
|
|
|
$
|
644.1
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
363.1
|
|
|
$
|
168.2
|
|
|
$
|
19.0
|
|
Cash paid for income taxes
|
$
|
40.7
|
|
|
$
|
14.5
|
|
|
$
|
2.3
|
|
(Shares in thousands, dollars in millions)
|
Series A Preferred Stock
|
|
Series B Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||||||||||||||||||||
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||||||
Balance at December 31, 2013
|
74
|
|
|
$
|
42.7
|
|
|
—
|
|
|
$
|
—
|
|
|
30,583
|
|
|
$
|
—
|
|
|
(45
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
525.0
|
|
|
$
|
(111.7
|
)
|
|
$
|
—
|
|
|
$
|
455.9
|
|
|
$
|
—
|
|
|
$
|
455.9
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63.6
|
)
|
|
—
|
|
|
(63.6
|
)
|
|
—
|
|
|
$
|
(63.6
|
)
|
|||||||||
Exercise and vesting of stock compensation awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
$
|
(4.5
|
)
|
|||||||||
Conversion of Series A preferred stock to common stock
|
(1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||||||||
Proceeds from issuance of preferred stock, net of issuance costs
|
—
|
|
|
—
|
|
|
400
|
|
|
363.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363.6
|
|
|
—
|
|
|
$
|
363.6
|
|
|||||||||
Conversion of Series B preferred stock to common stock
|
—
|
|
|
—
|
|
|
(400
|
)
|
|
(363.6
|
)
|
|
12,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||||||||
Deemed distribution for recognition of beneficial conversion feature on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.9
|
|
|
(40.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||||||||
Proceeds from common stock offering, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,953
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
733.7
|
|
|
—
|
|
|
—
|
|
|
733.8
|
|
|
—
|
|
|
$
|
733.8
|
|
|||||||||
Issuance of common stock for acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,704
|
|
|
—
|
|
|
45
|
|
|
0.1
|
|
|
138.1
|
|
|
—
|
|
|
—
|
|
|
138.2
|
|
|
—
|
|
|
$
|
138.2
|
|
|||||||||
Issuance of common stock upon conversion of senior notes, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.1
|
|
|
—
|
|
|
—
|
|
|
27.1
|
|
|
—
|
|
|
$
|
27.1
|
|
|||||||||
Dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
$
|
(2.9
|
)
|
|||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
$
|
7.5
|
|
|||||||||
Balance at December 31, 2014
|
73
|
|
|
42.2
|
|
|
—
|
|
|
—
|
|
|
77,422
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
1,831.9
|
|
|
(219.1
|
)
|
|
—
|
|
|
1,655.1
|
|
|
—
|
|
|
$
|
1,655.1
|
|
|
Series A Preferred Stock
|
|
Series C Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
(Shares in thousands, dollars in millions)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
|||||||||||||||||||||
Balance at December 31, 2014
|
73
|
|
|
$
|
42.2
|
|
|
—
|
|
|
$
|
—
|
|
|
77,422
|
|
|
$
|
0.1
|
|
|
$
|
1,831.9
|
|
|
$
|
(219.1
|
)
|
|
$
|
—
|
|
|
$
|
1,655.1
|
|
|
$
|
—
|
|
|
$
|
1,655.1
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(191.1
|
)
|
|
—
|
|
|
(191.1
|
)
|
|
(0.5
|
)
|
|
$
|
(191.6
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72.3
|
)
|
|
(72.3
|
)
|
|
(6.3
|
)
|
|
$
|
(78.6
|
)
|
||||||||
Transfer to noncontrolling interest from redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
320.4
|
|
|
$
|
324.6
|
|
||||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.1
|
|
|
$
|
30.1
|
|
||||||||
Exercise and vesting of stock compensation awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
683
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
$
|
2.9
|
|
||||||||
Conversion of Series A preferred stock to common stock
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||||||||
Proceeds from issuance of preferred stock, net of issuance costs
|
—
|
|
|
—
|
|
|
563
|
|
|
548.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
548.5
|
|
|
—
|
|
|
$
|
548.5
|
|
||||||||
Conversion of Series C preferred stock to common stock
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
(548.5
|
)
|
|
12,501
|
|
|
—
|
|
|
548.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||||||||
Deemed distribution for recognition of beneficial conversion feature on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52.0
|
|
|
(52.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||||||||
Proceeds from common stock offering, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,499
|
|
|
—
|
|
|
679.6
|
|
|
—
|
|
|
—
|
|
|
679.6
|
|
|
—
|
|
|
$
|
679.6
|
|
||||||||
Issuance of common stock for acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
$
|
1.5
|
|
||||||||
Awards assumed in acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
—
|
|
|
$
|
17.6
|
|
||||||||
Issuance of common stock upon conversion of convertible senior notes, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,316
|
|
|
—
|
|
|
55.6
|
|
|
—
|
|
|
—
|
|
|
55.6
|
|
|
—
|
|
|
$
|
55.6
|
|
||||||||
Dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
$
|
(2.8
|
)
|
||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|
—
|
|
|
$
|
18.3
|
|
||||||||
Balance at December 31, 2015
|
73
|
|
|
$
|
42.0
|
|
|
—
|
|
|
$
|
—
|
|
|
109,523
|
|
|
$
|
0.1
|
|
|
$
|
3,212.3
|
|
|
$
|
(465.0
|
)
|
|
$
|
(72.3
|
)
|
|
$
|
2,717.1
|
|
|
$
|
343.7
|
|
|
$
|
3,060.8
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69.0
|
|
|
—
|
|
|
69.0
|
|
|
15.5
|
|
|
$
|
84.5
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121.4
|
)
|
|
(121.4
|
)
|
|
(18.7
|
)
|
|
$
|
(140.1
|
)
|
||||||||
Repurchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
$
|
2.6
|
|
||||||||
Exercise and vesting of stock compensation awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,298
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
$
|
(1.5
|
)
|
||||||||
Conversion of Series A preferred stock to common stock
|
(1
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||||||||
Issuance of common stock upon conversion of convertible senior notes, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
$
|
2.8
|
|
||||||||
Dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
(2.9
|
)
|
|
$
|
(6.1
|
)
|
||||||||
Adoption of stock compensation standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
6.3
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
$
|
7.6
|
|
||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.0
|
|
|
—
|
|
|
—
|
|
|
27.0
|
|
|
—
|
|
|
$
|
27.0
|
|
||||||||
Balance at December 31, 2016
|
72
|
|
|
$
|
41.6
|
|
|
—
|
|
|
$
|
—
|
|
|
111,087
|
|
|
$
|
0.1
|
|
|
$
|
3,244.9
|
|
|
$
|
(392.9
|
)
|
|
$
|
(193.7
|
)
|
|
$
|
2,700.0
|
|
|
$
|
337.6
|
|
|
$
|
3,037.6
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
16.9
|
|
|
$
|
9.8
|
|
|
$
|
3.5
|
|
Provision, charged to expense
|
15.1
|
|
|
12.9
|
|
|
6.9
|
|
|||
Write-offs, less recoveries, and other adjustments
|
(5.7
|
)
|
|
(5.8
|
)
|
|
(0.6
|
)
|
|||
Ending balance
|
$
|
26.3
|
|
|
$
|
16.9
|
|
|
$
|
9.8
|
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Prepaid expenses
|
$
|
110.5
|
|
|
$
|
142.3
|
|
Value-added tax and income tax receivables
|
91.2
|
|
|
115.8
|
|
||
Materials and supplies
|
40.1
|
|
|
48.9
|
|
||
Foreign currency option and forward contracts
|
18.8
|
|
|
—
|
|
||
Other current assets
|
126.3
|
|
|
94.0
|
|
||
Total Other Current Assets
|
$
|
386.9
|
|
|
$
|
401.0
|
|
Classification
|
Estimated Useful Life
|
Buildings and leasehold improvements
|
Term of lease to 40 years
|
Vehicles, tractors, trailers and tankers
|
3 to 14 years
|
Rail cars, container and chassis
|
15 to 30 years
|
Machinery and equipment
|
5 to 10 years
|
Office and warehouse equipment
|
3 to 10 years
|
Computer software and equipment
|
3 to 5 years
|
Classification
|
Estimated Useful Life
|
Weighted-Average Amortization Period
|
Customer relationships
|
1.5 to 16 years
|
13.4 years
|
Trade names
|
1.2 to 3.5 years
|
2.9 years
|
Non-compete agreements
|
Term of agreement
|
4.6 years
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Accrued salaries and wages
|
$
|
570.9
|
|
|
$
|
558.6
|
|
Accrued value-added tax and other taxes
|
145.5
|
|
|
153.3
|
|
||
Accrued transportation and facility charges
|
266.9
|
|
|
156.1
|
|
||
Accrued insurance claims
|
83.9
|
|
|
95.3
|
|
||
Accrued litigation liabilities
|
74.6
|
|
|
66.1
|
|
||
Accrued purchased services
|
30.6
|
|
|
61.7
|
|
||
Accrued interest
|
36.4
|
|
|
56.8
|
|
||
Other accrued expenses
|
173.3
|
|
|
143.9
|
|
||
Total Accrued Expenses
|
$
|
1,382.1
|
|
|
$
|
1,291.8
|
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Deferred revenue
|
$
|
47.3
|
|
|
$
|
62.4
|
|
Employee benefits
|
37.3
|
|
|
38.7
|
|
||
Book and bank overdrafts
|
11.0
|
|
|
29.5
|
|
||
Acquisition earn-out liability
|
—
|
|
|
21.8
|
|
||
Income tax payable
|
27.4
|
|
|
—
|
|
||
Other current liabilities
|
33.7
|
|
|
51.2
|
|
||
Total Other Current Liabilities
|
$
|
156.7
|
|
|
$
|
203.6
|
|
(In millions)
|
Foreign Currency Translation Adjustments
|
|
Cash Flow and Net Investment Hedges
|
|
Defined Benefit Plans Liability
|
|
Less: AOCL Attributable to Noncontrolling Interests
|
|
AOCL Attributable to the Company
|
||||||||||
As of December 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss)
|
(68.5
|
)
|
|
6.9
|
|
|
(17.0
|
)
|
|
6.3
|
|
|
(72.3
|
)
|
|||||
As of December 31, 2015
|
(68.5
|
)
|
|
6.9
|
|
|
(17.0
|
)
|
|
6.3
|
|
|
(72.3
|
)
|
|||||
Other comprehensive income (loss)
|
(137.7
|
)
|
|
(7.1
|
)
|
|
5.3
|
|
|
18.7
|
|
|
(120.8
|
)
|
|||||
Amounts reclassified from AOCL
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Net current period other comprehensive income (loss)
|
(137.7
|
)
|
|
(7.1
|
)
|
|
4.7
|
|
|
18.7
|
|
|
(121.4
|
)
|
|||||
As of December 31, 2016
|
$
|
(206.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(12.3
|
)
|
|
$
|
25.0
|
|
|
$
|
(193.7
|
)
|
|
Years ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Unrealized foreign currency option and forward contracts (gains)/losses
|
$
|
(39.7
|
)
|
|
$
|
1.0
|
|
|
$
|
—
|
|
Realized foreign currency option and forward contracts (gains)/losses
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency transaction and remeasurement (gains)/losses
|
3.2
|
|
|
2.4
|
|
|
0.4
|
|
|||
Remeasurement loss on cash held to purchase ND
|
—
|
|
|
31.7
|
|
|
—
|
|
|||
Loss on forward contract related to ND acquisition
|
—
|
|
|
9.7
|
|
|
—
|
|
|||
Total foreign currency (gain)/loss
|
$
|
(40.3
|
)
|
|
$
|
44.8
|
|
|
$
|
0.4
|
|
•
|
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.
|
|
December 31, 2016
|
||||||||||||||
(In millions)
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||||
Cash equivalents
|
$
|
103.5
|
|
|
$
|
103.5
|
|
|
$
|
26.4
|
|
|
$
|
77.1
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2015
|
||||||||||||||
(In millions)
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||||
Cash equivalents
|
$
|
83.2
|
|
|
$
|
83.2
|
|
|
$
|
9.1
|
|
|
$
|
74.1
|
|
(In millions)
|
|
||
Cash consideration
|
$
|
2,706.6
|
|
Liability for equity award settlement
|
30.9
|
|
|
Portion of replacement equity awards attributable to pre-acquisition service
|
17.6
|
|
|
Cash acquired
|
(437.3
|
)
|
|
Total consideration
|
$
|
2,317.8
|
|
(In millions)
|
In EUR
|
|
In USD
|
||||
Cash consideration
|
€
|
1,437.0
|
|
|
$
|
1,603.9
|
|
Liability for performance share settlement
|
11.8
|
|
|
13.2
|
|
||
Repayment of indebtedness
|
628.5
|
|
|
705.0
|
|
||
Noncontrolling interests
|
702.5
|
|
|
784.2
|
|
||
Cash acquired
|
(134.6
|
)
|
|
(151.0
|
)
|
||
Total consideration
|
€
|
2,645.2
|
|
|
$
|
2,955.3
|
|
|
Pro Forma Year Ended December 31,
|
||
(Dollars in millions, except per share data)
|
2015
|
||
Revenue
|
$
|
14,833.5
|
|
Operating income
|
$
|
233.3
|
|
Net loss
|
$
|
(174.5
|
)
|
Basic loss per share
|
$
|
(2.11
|
)
|
Diluted loss per share
|
$
|
(2.11
|
)
|
|
|
|
Year ended December 31, 2016
|
|
|
||||||||||
(In millions)
|
Reserve Balance at December 31, 2015
|
|
Charges Incurred
|
|
Payments
|
|
Reserve Balance at December 31, 2016
|
||||||||
Transportation
|
|
|
|
|
|
|
|
||||||||
Contract termination
|
$
|
0.1
|
|
|
$
|
1.8
|
|
|
$
|
(1.9
|
)
|
|
$
|
—
|
|
Facilities
|
0.6
|
|
|
1.7
|
|
|
(0.9
|
)
|
|
1.4
|
|
||||
Severance
|
26.7
|
|
|
5.0
|
|
|
(25.9
|
)
|
|
5.8
|
|
||||
Total
|
27.4
|
|
|
8.5
|
|
|
(28.7
|
)
|
|
7.2
|
|
||||
Logistics
|
|
|
|
|
|
|
|
||||||||
Contract termination
|
0.8
|
|
|
2.2
|
|
|
(2.3
|
)
|
|
0.7
|
|
||||
Facilities
|
—
|
|
|
0.7
|
|
|
(0.2
|
)
|
|
0.5
|
|
||||
Severance
|
25.5
|
|
|
14.1
|
|
|
(23.5
|
)
|
|
16.1
|
|
||||
Total
|
26.3
|
|
|
17.0
|
|
|
(26.0
|
)
|
|
17.3
|
|
||||
Corporate
|
|
|
|
|
|
|
|
||||||||
Contract termination
|
4.0
|
|
|
—
|
|
|
(3.7
|
)
|
|
0.3
|
|
||||
Facilities
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Severance
|
3.5
|
|
|
1.2
|
|
|
(4.3
|
)
|
|
0.4
|
|
||||
Total
|
7.5
|
|
|
1.3
|
|
|
(8.1
|
)
|
|
0.7
|
|
||||
Total
|
$
|
61.2
|
|
|
$
|
26.8
|
|
|
$
|
(62.8
|
)
|
|
$
|
25.2
|
|
|
|
|
Year ended December 31, 2015
|
|
|
||||||||||||||
(In millions)
|
Reserve Balance at December 31, 2014
|
|
From ND Acquisition
|
|
Charges Incurred
|
|
Payments
|
|
Reserve Balance at December 31, 2015
|
||||||||||
Transportation
|
|
|
|
|
|
|
|
|
|
||||||||||
Contract termination
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Facilities
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(0.2
|
)
|
|
0.6
|
|
|||||
Severance
|
—
|
|
|
4.8
|
|
|
27.3
|
|
|
(5.4
|
)
|
|
26.7
|
|
|||||
Total
|
—
|
|
|
4.9
|
|
|
28.1
|
|
|
(5.6
|
)
|
|
27.4
|
|
|||||
Logistics
|
|
|
|
|
|
|
|
|
|
||||||||||
Contract termination
|
—
|
|
|
0.1
|
|
|
0.9
|
|
|
(0.2
|
)
|
|
0.8
|
|
|||||
Severance
|
—
|
|
|
9.3
|
|
|
21.3
|
|
|
(5.1
|
)
|
|
25.5
|
|
|||||
Total
|
—
|
|
|
9.4
|
|
|
22.2
|
|
|
(5.3
|
)
|
|
26.3
|
|
|||||
Corporate
|
|
|
|
|
|
|
|
|
|
||||||||||
Contract termination
|
3.8
|
|
|
—
|
|
|
3.3
|
|
|
(3.1
|
)
|
|
4.0
|
|
|||||
Severance
|
1.3
|
|
|
—
|
|
|
3.3
|
|
|
(1.1
|
)
|
|
3.5
|
|
|||||
Total
|
5.1
|
|
|
—
|
|
|
6.6
|
|
|
(4.2
|
)
|
|
7.5
|
|
|||||
Total
|
$
|
5.1
|
|
|
$
|
14.3
|
|
|
$
|
56.9
|
|
|
$
|
(15.1
|
)
|
|
$
|
61.2
|
|
(In millions)
|
Capital Leases
|
|
Operating Leases
|
||||
Year ending December 31:
|
|
|
|
||||
2017
|
$
|
18.3
|
|
|
$
|
542.1
|
|
2018
|
24.1
|
|
|
422.6
|
|
||
2019
|
10.4
|
|
|
314.7
|
|
||
2020
|
9.3
|
|
|
222.0
|
|
||
2021
|
8.9
|
|
|
163.6
|
|
||
Thereafter
|
30.9
|
|
|
479.3
|
|
||
Total minimum lease payments
|
$
|
101.9
|
|
|
$
|
2,144.3
|
|
Amount representing interest
|
(4.5
|
)
|
|
|
|||
Present value of minimum lease payments
|
$
|
97.4
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Property and Equipment
|
|
|
|
||||
Land
|
$
|
442.0
|
|
|
$
|
359.5
|
|
Buildings and leasehold improvements
|
503.8
|
|
|
476.8
|
|
||
Vehicles, tractors, trailers and tankers
|
1,194.2
|
|
|
1,440.5
|
|
||
Machinery and equipment
|
370.9
|
|
|
325.9
|
|
||
Office and warehouse equipment
|
113.3
|
|
|
79.5
|
|
||
Computer software and equipment
|
503.1
|
|
|
379.3
|
|
||
|
3,127.3
|
|
|
3,061.5
|
|
||
Less: Accumulated depreciation and amortization
|
(589.9
|
)
|
|
(209.3
|
)
|
||
Total Property and Equipment, net
|
$
|
2,537.4
|
|
|
$
|
2,852.2
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(In millions)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Definite-lived intangibles
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
1,848.3
|
|
|
326.3
|
|
|
$
|
2,017.0
|
|
|
$
|
174.3
|
|
|
Trade name
|
47.5
|
|
|
39.9
|
|
|
51.0
|
|
|
29.1
|
|
||||
Non-compete agreements
|
16.0
|
|
|
10.9
|
|
|
18.7
|
|
|
6.8
|
|
||||
|
$
|
1,911.8
|
|
|
$
|
377.1
|
|
|
$
|
2,086.7
|
|
|
$
|
210.2
|
|
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Estimated amortization expense
|
$
|
161.0
|
|
|
$
|
153.5
|
|
|
$
|
147.4
|
|
|
$
|
141.4
|
|
|
$
|
134.1
|
|
(In millions)
|
Transportation
|
|
Logistics
|
|
Total
|
||||||
Goodwill at December 31, 2014
|
$
|
577.0
|
|
|
$
|
352.3
|
|
|
$
|
929.3
|
|
Acquisitions
|
1,942.6
|
|
|
1,792.9
|
|
|
3,735.5
|
|
|||
Impact of foreign exchange translation
|
(23.7
|
)
|
|
(37.1
|
)
|
|
(60.8
|
)
|
|||
Litigation liability adjustments, net of tax
|
10.5
|
|
|
—
|
|
|
10.5
|
|
|||
Other adjustments
|
(1.7
|
)
|
|
(2.2
|
)
|
|
(3.9
|
)
|
|||
Goodwill at December 31, 2015
|
2,504.7
|
|
|
2,105.9
|
|
|
4,610.6
|
|
|||
Divestiture
|
(290.6
|
)
|
|
—
|
|
|
(290.6
|
)
|
|||
Property and equipment and intangible asset fair value adjustments
|
95.8
|
|
|
40.0
|
|
|
135.8
|
|
|||
Other fair value adjustments
|
140.5
|
|
|
(54.6
|
)
|
|
85.9
|
|
|||
Deferred tax and other tax adjustments
|
(53.1
|
)
|
|
(29.6
|
)
|
|
(82.7
|
)
|
|||
Impact of foreign exchange translation
|
(46.8
|
)
|
|
(86.4
|
)
|
|
(133.2
|
)
|
|||
Goodwill at December 31, 2016
|
$
|
2,350.5
|
|
|
$
|
1,975.3
|
|
|
$
|
4,325.8
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
|
|
|
|
Fair Value
|
|
|
|
|
|
Fair Value
|
||||||||||||||||||||
(In millions)
|
Principal Balance
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|
Principal Balance
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
||||||||||||||||
ABL Facility
|
$
|
30.0
|
|
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Notes due 2023
|
535.0
|
|
|
527.1
|
|
|
560.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Senior Notes due 2022
|
1,600.0
|
|
|
1,579.9
|
|
|
1,689.4
|
|
|
—
|
|
|
1,600.0
|
|
|
1,577.0
|
|
|
1,479.8
|
|
|
—
|
|
||||||||
Senior Notes due 2021
|
527.1
|
|
|
520.7
|
|
|
546.0
|
|
|
—
|
|
|
544.4
|
|
|
536.6
|
|
|
—
|
|
|
507.5
|
|
||||||||
Senior Notes due 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
900.0
|
|
|
900.4
|
|
|
920.3
|
|
|
—
|
|
||||||||
Senior Notes due 2018
|
265.8
|
|
|
267.1
|
|
|
274.0
|
|
|
—
|
|
|
265.8
|
|
|
268.2
|
|
|
—
|
|
|
271.0
|
|
||||||||
Term loan facility
|
1,481.9
|
|
|
1,439.2
|
|
|
—
|
|
|
1,507.1
|
|
|
1,600.0
|
|
|
1,540.3
|
|
|
—
|
|
|
1,590.0
|
|
||||||||
Senior Debentures due 2034
|
300.0
|
|
|
200.8
|
|
|
241.6
|
|
|
—
|
|
|
300.0
|
|
|
199.0
|
|
|
—
|
|
|
201.0
|
|
||||||||
Convertible senior notes
|
49.4
|
|
|
47.1
|
|
|
129.8
|
|
|
—
|
|
|
52.3
|
|
|
46.8
|
|
|
89.1
|
|
|
—
|
|
||||||||
Euro private placement notes due 2020
|
12.6
|
|
|
13.7
|
|
|
—
|
|
|
14.0
|
|
|
13.1
|
|
|
14.5
|
|
|
—
|
|
|
13.9
|
|
||||||||
Asset financing
|
145.0
|
|
|
145.0
|
|
|
145.0
|
|
|
—
|
|
|
266.0
|
|
|
266.0
|
|
|
266.0
|
|
|
—
|
|
||||||||
Capital leases for equipment
|
97.4
|
|
|
97.4
|
|
|
—
|
|
|
97.4
|
|
|
59.1
|
|
|
59.1
|
|
|
—
|
|
|
59.1
|
|
||||||||
Total debt
|
$
|
5,044.2
|
|
|
$
|
4,868.0
|
|
|
|
|
|
|
$
|
5,600.7
|
|
|
$
|
5,407.9
|
|
|
|
|
|
||||||||
Current maturities of long-term debt
|
138.9
|
|
|
136.5
|
|
|
|
|
|
|
133.9
|
|
|
135.3
|
|
|
|
|
|
||||||||||||
Long-term debt
|
$
|
4,905.3
|
|
|
$
|
4,731.5
|
|
|
|
|
|
|
$
|
5,466.8
|
|
|
$
|
5,272.6
|
|
|
|
|
|
(In millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Principal payments on debt
|
$
|
121.7
|
|
|
$
|
312.8
|
|
|
$
|
20.4
|
|
|
$
|
46.1
|
|
|
$
|
2,009.5
|
|
|
U.S. Qualified Plans
|
|
U.S Non-Qualified Plans
|
|
UK Plan
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Projected benefit obligation at beginning of year
|
$
|
1,665.8
|
|
|
$
|
—
|
|
|
$
|
73.0
|
|
|
$
|
—
|
|
|
$
|
1,287.7
|
|
|
$
|
—
|
|
From acquisitions
|
—
|
|
|
1,685.8
|
|
|
—
|
|
|
74.1
|
|
|
—
|
|
|
1,393.4
|
|
||||||
Interest cost
|
76.1
|
|
|
12.7
|
|
|
3.3
|
|
|
0.5
|
|
|
40.5
|
|
|
28.6
|
|
||||||
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.7
|
)
|
|
—
|
|
||||||
Actuarial loss (gain)
|
63.7
|
|
|
(23.0
|
)
|
|
3.0
|
|
|
(0.7
|
)
|
|
262.4
|
|
|
(65.3
|
)
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(238.7
|
)
|
|
(37.5
|
)
|
||||||
Benefits paid
|
(60.6
|
)
|
|
(9.7
|
)
|
|
(5.4
|
)
|
|
(0.9
|
)
|
|
(52.7
|
)
|
|
(31.5
|
)
|
||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.3
|
)
|
|
—
|
|
||||||
Projected benefit obligation at end of year
|
$
|
1,745.0
|
|
|
$
|
1,665.8
|
|
|
$
|
73.9
|
|
|
$
|
73.0
|
|
|
$
|
1,235.2
|
|
|
$
|
1,287.7
|
|
|
U.S. Qualified Plans
|
|
U.S Non-Qualified Plans
|
|
UK Plan
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
1,619.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,203.8
|
|
|
$
|
—
|
|
From acquisitions
|
—
|
|
|
1,659.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,290.5
|
|
||||||
Actual return (loss) on plan assets
|
140.8
|
|
|
(29.8
|
)
|
|
—
|
|
|
—
|
|
|
291.4
|
|
|
(30.3
|
)
|
||||||
Employer contributions
|
—
|
|
|
—
|
|
|
5.4
|
|
|
0.9
|
|
|
14.2
|
|
|
10.3
|
|
||||||
Benefits paid
|
(60.6
|
)
|
|
(9.7
|
)
|
|
(5.4
|
)
|
|
(0.9
|
)
|
|
(52.7
|
)
|
|
(31.5
|
)
|
||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.3
|
)
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(227.6
|
)
|
|
(35.2
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
1,700.1
|
|
|
$
|
1,619.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,206.8
|
|
|
$
|
1,203.8
|
|
|
U.S. Qualified Plans
|
|
U.S Non-Qualified Plans
|
|
UK Plan
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Funded Status:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets
|
$
|
1,700.1
|
|
|
$
|
1,619.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,206.8
|
|
|
$
|
1,203.8
|
|
Projected benefit obligation
|
1,745.0
|
|
|
1,665.8
|
|
|
73.9
|
|
|
73.0
|
|
|
1,235.2
|
|
|
1,287.7
|
|
||||||
Funded status at end of year
|
$
|
(44.9
|
)
|
|
$
|
(45.9
|
)
|
|
$
|
(73.9
|
)
|
|
$
|
(73.0
|
)
|
|
$
|
(28.4
|
)
|
|
$
|
(83.9
|
)
|
Funded Status Recognized in Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term assets
|
$
|
18.1
|
|
|
$
|
17.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Long-term liabilities
|
(63.0
|
)
|
|
(63.2
|
)
|
|
(68.5
|
)
|
|
(67.8
|
)
|
|
(28.4
|
)
|
|
(83.9
|
)
|
||||||
Total liability at end of year
|
$
|
(44.9
|
)
|
|
$
|
(45.9
|
)
|
|
$
|
(73.9
|
)
|
|
$
|
(73.0
|
)
|
|
$
|
(28.4
|
)
|
|
$
|
(83.9
|
)
|
Plans with projected and accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected and accumulated benefit obligation
|
$
|
1,725.5
|
|
|
$
|
1,645.7
|
|
|
$
|
73.9
|
|
|
$
|
73.0
|
|
|
$
|
1,235.2
|
|
|
$
|
1,287.7
|
|
Fair value of plan assets
|
1,662.6
|
|
|
1,582.5
|
|
|
—
|
|
|
—
|
|
|
1,206.8
|
|
|
1,203.8
|
|
||||||
Weighted-average assumptions as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.35
|
%
|
|
4.65
|
%
|
|
4.35
|
%
|
|
4.65
|
%
|
|
2.70
|
%
|
|
3.75
|
%
|
(In millions)
|
U.S. Qualified Plans
|
|
U.S Non-Qualified Plans
|
|
UK Plan
|
||||||
Actuarial gain (loss)
|
$
|
(33.5
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(28.9
|
)
|
Prior-service credit
|
—
|
|
|
—
|
|
|
41.1
|
|
|||
Accumulated other comprehensive income (loss)
|
(33.5
|
)
|
|
(2.3
|
)
|
|
12.2
|
|
|
U.S. Qualified Plans
|
|
U.S Non-Qualified Plans
|
|
UK Plan
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Net periodic benefit expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest cost
|
$
|
76.1
|
|
|
$
|
12.7
|
|
|
$
|
3.3
|
|
|
$
|
0.5
|
|
|
$
|
40.5
|
|
|
$
|
28.6
|
|
Expected return on plan assets
|
(88.4
|
)
|
|
(15.4
|
)
|
|
—
|
|
|
—
|
|
|
(58.4
|
)
|
|
(34.6
|
)
|
||||||
Amortization of prior-service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||||
Recognized AOCI gain (loss) due to settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||||
Net periodic benefit expense (income)
|
$
|
(12.3
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
3.3
|
|
|
$
|
0.5
|
|
|
$
|
(18.5
|
)
|
|
$
|
(6.0
|
)
|
Amounts recognized in other comprehensive income or loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss (gain)
|
$
|
11.3
|
|
|
$
|
22.2
|
|
|
$
|
3.0
|
|
|
$
|
(0.7
|
)
|
|
$
|
29.4
|
|
|
$
|
(0.5
|
)
|
Prior-service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.7
|
)
|
|
—
|
|
||||||
Recognized AOCI gain (loss) due to settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||||
Reclassification of prior-service cost to net periodic benefit expense (income)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||||
Loss (gain) recognized in other comprehensive income or loss
|
$
|
11.3
|
|
|
$
|
22.2
|
|
|
$
|
3.0
|
|
|
$
|
(0.7
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
(0.5
|
)
|
|
U.S. Qualified Plans
|
|
UK Plan
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
4.65
|
%
|
|
4.55
|
%
|
|
3.75
|
%
|
|
3.60
|
%
|
Expected long-term rate of return on plan assets
|
5.58
|
%
|
|
5.57
|
%
|
|
5.40
|
%
|
|
5.00
|
%
|
(In millions)
|
U.S. Qualified Plans
|
|
U.S Non-Qualified Plans
|
|
UK Plan
|
||||||
Year ending December 31:
|
|
|
|
|
|
||||||
2017
|
$
|
70.9
|
|
|
$
|
5.4
|
|
|
$
|
44.3
|
|
2018
|
75.1
|
|
|
5.4
|
|
|
45.6
|
|
|||
2019
|
79.5
|
|
|
5.4
|
|
|
49.2
|
|
|||
2020
|
84.2
|
|
|
5.4
|
|
|
50.5
|
|
|||
2021
|
88.4
|
|
|
5.3
|
|
|
51.7
|
|
|||
2022-2026
|
498.6
|
|
|
25.3
|
|
|
295.5
|
|
(Dollars in millions)
|
December 31, 2016
|
|
|
|||||||||||||||||||
Asset Category (U.S. Qualified Plans)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Not Subject to Leveling
|
|
Total
|
|
Percentage of Plan Assets
|
|||||||||||
Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Short-term investment fund
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40.7
|
|
|
$
|
40.7
|
|
|
2.3
|
%
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
U.S. large companies
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
S&P 500 futures
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
%
|
|||||
Growth
|
75.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.0
|
|
|
4.4
|
%
|
|||||
Value
|
88.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88.0
|
|
|
5.2
|
%
|
|||||
U.S. Small Companies
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Value
|
31.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
|
1.9
|
%
|
|||||
International
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Growth
|
60.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.7
|
|
|
3.6
|
%
|
|||||
Value fund [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
65.8
|
|
|
65.8
|
|
|
3.9
|
%
|
|||||
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Global long-term debt instruments [a]
|
148.2
|
|
|
893.4
|
|
|
—
|
|
|
296.7
|
|
|
1,338.3
|
|
|
78.7
|
%
|
|||||
Total U.S. Plan Assets
|
$
|
403.5
|
|
|
$
|
893.4
|
|
|
$
|
—
|
|
|
$
|
403.2
|
|
|
$
|
1,700.1
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Asset Category (UK Plan)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and Cash Equivalents
|
$
|
63.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63.1
|
|
|
5.2
|
%
|
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Government
|
—
|
|
|
248.1
|
|
|
—
|
|
|
—
|
|
|
248.1
|
|
|
20.6
|
%
|
|||||
Government and credit - commingled funds [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
247.2
|
|
|
247.2
|
|
|
20.5
|
%
|
|||||
Illiquid credit [a] [b]
|
—
|
|
|
—
|
|
|
—
|
|
|
33.7
|
|
|
33.7
|
|
|
2.8
|
%
|
|||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity [a]
|
—
|
|
|
13.3
|
|
|
—
|
|
|
21.3
|
|
|
34.6
|
|
|
2.9
|
%
|
|||||
Interest rate
|
—
|
|
|
78.3
|
|
|
—
|
|
|
—
|
|
|
78.3
|
|
|
6.5
|
%
|
|||||
Currencies
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(0.1
|
)%
|
|||||
Hedge Funds [a] [c]
|
—
|
|
|
—
|
|
|
—
|
|
|
34.6
|
|
|
34.6
|
|
|
2.9
|
%
|
|||||
Diversified Multi-Asset Funds
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Risk parity [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
224.2
|
|
|
224.2
|
|
|
18.5
|
%
|
|||||
Dynamic asset allocation [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
244.0
|
|
|
244.0
|
|
|
20.2
|
%
|
|||||
Total UK Plan Assets
|
$
|
63.1
|
|
|
$
|
338.7
|
|
|
$
|
—
|
|
|
$
|
805.0
|
|
|
$
|
1,206.8
|
|
|
100.0
|
%
|
(Dollars in millions)
|
December 31, 2015
|
|
|
|||||||||||||||||||
Asset Category (U.S. Qualified Plans)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Not Subject to Leveling
|
|
Total
|
|
Percentage of Plan Assets
|
|||||||||||
Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Short-term investment fund
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.3
|
|
|
$
|
34.3
|
|
|
2.2
|
%
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
U.S. large companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
S&P 500 futures
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
%
|
|||||
Growth
|
91.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91.4
|
|
|
5.6
|
%
|
|||||
Value
|
88.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88.2
|
|
|
5.4
|
%
|
|||||
U.S. Small Companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Value
|
27.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.1
|
|
|
1.7
|
%
|
|||||
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Growth
|
66.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66.1
|
|
|
4.1
|
%
|
|||||
Value fund [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
65.9
|
|
|
65.9
|
|
|
4.1
|
%
|
|||||
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Global long-term debt instruments [a]
|
158.1
|
|
|
796.0
|
|
|
—
|
|
|
292.1
|
|
|
1,246.2
|
|
|
76.9
|
%
|
|||||
Total U.S. Plan Assets
|
$
|
431.6
|
|
|
$
|
796.0
|
|
|
$
|
—
|
|
|
$
|
392.3
|
|
|
$
|
1,619.9
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Asset Category (UK Plans)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and Cash Equivalents
|
$
|
32.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32.8
|
|
|
2.7
|
%
|
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Government
|
—
|
|
|
260.3
|
|
|
—
|
|
|
—
|
|
|
260.3
|
|
|
21.6
|
%
|
|||||
Government and credit - commingled funds [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
210.8
|
|
|
210.8
|
|
|
17.5
|
%
|
|||||
Illiquid credit [a] [b]
|
—
|
|
|
—
|
|
|
—
|
|
|
55.2
|
|
|
55.2
|
|
|
4.6
|
%
|
|||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
20.8
|
|
|
20.8
|
|
|
1.7
|
%
|
|||||
Interest rate
|
—
|
|
|
13.1
|
|
|
—
|
|
|
—
|
|
|
13.1
|
|
|
1.1
|
%
|
|||||
Currencies
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(0.1
|
)%
|
|||||
Hedge Funds [a] [c]
|
—
|
|
|
—
|
|
|
—
|
|
|
40.6
|
|
|
40.6
|
|
|
3.4
|
%
|
|||||
Diversified Multi-Asset Funds
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Risk parity [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
235.2
|
|
|
235.2
|
|
|
19.5
|
%
|
|||||
Dynamic asset allocation [a]
|
—
|
|
|
—
|
|
|
—
|
|
|
336.6
|
|
|
336.6
|
|
|
28.0
|
%
|
|||||
Total UK Plan Assets
|
$
|
32.8
|
|
|
$
|
271.8
|
|
|
$
|
—
|
|
|
$
|
899.2
|
|
|
$
|
1,203.8
|
|
|
100.0
|
%
|
(In millions)
|
2016
|
|
2015
|
||||
Projected benefit obligation at beginning of year
|
$
|
54.0
|
|
|
$
|
—
|
|
From Con-way acquisition
|
—
|
|
|
51.0
|
|
||
Service cost – benefits earned during the year
|
0.5
|
|
|
0.1
|
|
||
Interest cost on projected benefit obligation
|
2.2
|
|
|
0.3
|
|
||
Actuarial loss (gain)
|
(2.9
|
)
|
|
3.3
|
|
||
Participant contributions
|
1.9
|
|
|
0.3
|
|
||
Benefits paid
|
(5.1
|
)
|
|
(1.0
|
)
|
||
Projected and accumulated benefit obligation at end of year
|
$
|
50.6
|
|
|
$
|
54.0
|
|
Funded status of the plan
|
$
|
(50.6
|
)
|
|
$
|
(54.0
|
)
|
Amounts recognized in the balance sheet consist of :
|
|
|
|
||||
Current liabilities
|
(3.9
|
)
|
|
(4.0
|
)
|
||
Long-term liabilities
|
(46.7
|
)
|
|
(50.0
|
)
|
||
Net amount recognized
|
$
|
(50.6
|
)
|
|
$
|
(54.0
|
)
|
Discount rate assumption as of December 31
|
3.90
|
%
|
|
4.20
|
%
|
(In millions)
|
2016
|
|
2015
|
||||
Actuarial loss
|
$
|
0.3
|
|
|
$
|
3.3
|
|
|
$
|
0.3
|
|
|
$
|
3.3
|
|
(In millions)
|
2016
|
|
2015
|
||||
Net periodic benefit expense (income):
|
|
|
|
||||
Service cost - benefits earned during the year
|
$
|
0.5
|
|
|
$
|
0.1
|
|
Interest cost on projected benefit obligation
|
2.2
|
|
|
0.3
|
|
||
Net periodic benefit expense (income)
|
$
|
2.7
|
|
|
$
|
0.4
|
|
Discount rate assumption used to calculate interest cost
|
4.20
|
%
|
|
4.10
|
%
|
(In millions)
|
Benefit Payments
|
||
Year ending December 31:
|
|
||
2017
|
$
|
3.9
|
|
2018
|
3.9
|
|
|
2019
|
4.0
|
|
|
2020
|
4.2
|
|
|
2021
|
4.3
|
|
|
2022-2025
|
20.6
|
|
|
2016
|
|
Health care cost trend rate assumed for next year
|
6.49
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.50
|
%
|
Year that the rate reaches the ultimate trend rate
|
2038
|
|
|
Years ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
$
|
1.2
|
|
|
$
|
1.9
|
|
|
$
|
1.7
|
|
Stock appreciation rights
|
0.6
|
|
|
0.4
|
|
|
—
|
|
|||
Restricted stock units
|
13.0
|
|
|
9.0
|
|
|
5.8
|
|
|||
Performance-based restricted stock units
|
12.8
|
|
|
17.0
|
|
|
—
|
|
|||
Cash-settled performance-based restricted stock units
|
26.9
|
|
|
—
|
|
|
—
|
|
|||
Warrants
|
—
|
|
|
8.5
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
54.5
|
|
|
$
|
36.8
|
|
|
$
|
7.5
|
|
|
Stock Options
|
|||||||||||||
|
Number of Stock Options
|
|
Weighted-Average Exercise Price
|
|
Exercise Price Range
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-Average Remaining Term
|
|||||
|
|
|
|
|
||||||||||
|
|
|
|
|
||||||||||
Outstanding at December 31, 2015
|
2,004,280
|
|
|
$
|
16.66
|
|
|
$2.68 - $31.88
|
|
$
|
6.06
|
|
|
4.57
|
Granted
|
5,000
|
|
|
22.58
|
|
|
$22.58 - $22.58
|
|
11.37
|
|
|
|
||
Exercised
|
(725,291
|
)
|
|
18.20
|
|
|
$2.68 - $27.75
|
|
6.59
|
|
|
|
||
Forfeited
|
(203,435
|
)
|
|
29.01
|
|
|
$6.08 - $31.88
|
|
2.08
|
|
|
|
||
Outstanding at December 31, 2016
|
1,080,554
|
|
|
$
|
13.32
|
|
|
$3.88 - 28.72
|
|
$
|
6.57
|
|
|
5.21
|
Options exercisable at December 31, 2016
|
977,179
|
|
|
$
|
12.10
|
|
|
$3.88 - 28.72
|
|
$
|
5.76
|
|
|
4.88
|
|
RSUs
|
|
PRSUs
|
||||||||||
|
Number of RSUs
|
|
Weighted-Average Grant Date Fair Value
|
|
Number of PRSUs
|
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding at December 31, 2015
|
1,558,441
|
|
|
$
|
23.01
|
|
|
1,987,060
|
|
|
$
|
21.47
|
|
Granted
|
382,819
|
|
|
30.08
|
|
|
849,018
|
|
|
27.39
|
|
||
Vested
|
(773,581
|
)
|
|
21.61
|
|
|
(228,155
|
)
|
|
30.91
|
|
||
Forfeited
|
(189,859
|
)
|
|
25.02
|
|
|
(341,367
|
)
|
|
18.62
|
|
||
Outstanding at December 31, 2016
|
977,820
|
|
|
$
|
26.60
|
|
|
2,266,556
|
|
|
$
|
20.88
|
|
|
Number of Cash-settled PRSUs
|
|
Outstanding at December 31, 2015
|
—
|
|
Granted
|
2,508,727
|
|
Vested
|
—
|
|
Forfeited
|
(61,710
|
)
|
Outstanding at December 31, 2016
|
2,447,017
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Operations
|
|
|
|
|
|
||||||
U.S. domestic
|
$
|
(69.8
|
)
|
|
$
|
(305.7
|
)
|
|
$
|
(87.2
|
)
|
Foreign
|
176.6
|
|
|
23.2
|
|
|
(2.5
|
)
|
|||
Total pre-tax income (loss)
|
$
|
106.8
|
|
|
$
|
(282.5
|
)
|
|
$
|
(89.7
|
)
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(10.6
|
)
|
|
$
|
(34.2
|
)
|
|
$
|
—
|
|
State and local
|
6.3
|
|
|
8.8
|
|
|
3.4
|
|
|||
Foreign
|
47.5
|
|
|
26.4
|
|
|
0.5
|
|
|||
|
43.2
|
|
|
1.0
|
|
|
3.9
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(32.6
|
)
|
|
(8.4
|
)
|
|
(22.7
|
)
|
|||
Federal benefit of operating loss carryforwards
|
33.9
|
|
|
(49.7
|
)
|
|
(5.1
|
)
|
|||
State and local
|
1.9
|
|
|
(9.3
|
)
|
|
(2.7
|
)
|
|||
State and local benefit of operating loss carrryforward
|
(4.4
|
)
|
|
(8.9
|
)
|
|
—
|
|
|||
Foreign
|
(6.6
|
)
|
|
(15.6
|
)
|
|
0.5
|
|
|||
Foreign deferred taxes revalued for enacted rate change
|
(13.1
|
)
|
|
—
|
|
|
—
|
|
|||
|
(20.9
|
)
|
|
(91.9
|
)
|
|
(30.0
|
)
|
|||
Total income tax provision (benefit)
|
$
|
22.3
|
|
|
$
|
(90.9
|
)
|
|
$
|
(26.1
|
)
|
|
Year Ended December 31,
|
|||||||
(In percent)
|
2016
|
|
2015
|
|
2014
|
|||
U.S. Federal statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net
|
4.8
|
|
|
2.2
|
|
|
0.7
|
|
Transaction expense
|
0.9
|
|
|
(3.7
|
)
|
|
(1.7
|
)
|
Loss on convertible debt
|
—
|
|
|
(0.6
|
)
|
|
(2.1
|
)
|
Foreign tax credit
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
Change in valuation allowance
|
10.7
|
|
|
(3.2
|
)
|
|
(1.4
|
)
|
Nontaxable purchase price adjustment
|
—
|
|
|
2.2
|
|
|
—
|
|
Fuel and employment tax credits
|
(4.1
|
)
|
|
2.0
|
|
|
—
|
|
Change in uncertain tax position provision
|
(4.5
|
)
|
|
0.5
|
|
|
0.4
|
|
U.S. taxation of foreign earnings
|
6.6
|
|
|
(2.4
|
)
|
|
—
|
|
Loss on remeasurement of foreign activities
|
—
|
|
|
2.6
|
|
|
—
|
|
Foreign tax rate differences
|
(4.2
|
)
|
|
—
|
|
|
(0.5
|
)
|
Impact of tax rate change on deferred taxes
|
(12.3
|
)
|
|
—
|
|
|
—
|
|
Excess tax benefits
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
All other items
|
3.4
|
|
|
(2.4
|
)
|
|
(1.3
|
)
|
Net effective tax rate
|
20.9
|
%
|
|
32.2
|
%
|
|
29.1
|
%
|
|
Year Ended December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
Net operating loss and other tax attribute carryforwards
|
$
|
235.1
|
|
|
$
|
242.0
|
|
Accrued expenses
|
115.8
|
|
|
125.4
|
|
||
Pension and other retirement obligations
|
59.6
|
|
|
70.3
|
|
||
Other
|
71.9
|
|
|
65.2
|
|
||
Total deferred tax asset
|
482.4
|
|
|
502.9
|
|
||
Valuation allowance
|
(83.1
|
)
|
|
(67.6
|
)
|
||
Total deferred tax asset, net
|
399.3
|
|
|
435.3
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Intangible assets
|
(515.7
|
)
|
|
(655.0
|
)
|
||
Property & equipment
|
(392.7
|
)
|
|
(541.7
|
)
|
||
Other
|
(60.6
|
)
|
|
(58.3
|
)
|
||
Total deferred tax liability
|
(969.0
|
)
|
|
(1,255.0
|
)
|
||
Net deferred tax liability
|
$
|
(569.7
|
)
|
|
$
|
(819.7
|
)
|
|
Year Ended December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Uncertain tax positions, beginning of the year
|
$
|
11.5
|
|
|
$
|
6.2
|
|
Additions for tax positions of prior years
|
0.6
|
|
|
0.2
|
|
||
Additions for tax positions from acquisitions
|
10.3
|
|
|
6.1
|
|
||
Additions for tax positions taken during the current period
|
0.1
|
|
|
0.5
|
|
||
Reductions due to the statute of limitations
|
(7.9
|
)
|
|
(1.5
|
)
|
||
Uncertain tax positions, end of the year
|
$
|
14.6
|
|
|
$
|
11.5
|
|
|
December 31, 2016
|
||||||||||||||||
|
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||
(In millions)
|
Fair Value Hierarchy Level
|
|
Notional Amount
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cross-currency swap agreements
|
Level 2
|
|
$
|
730.9
|
|
|
Other long-term assets
|
|
$
|
11.9
|
|
|
Other long-term liabilities
|
|
$
|
(6.9
|
)
|
Cross-currency swap agreements
|
Level 2
|
|
3.3
|
|
|
Other current assets
|
|
0.1
|
|
|
Other current liabilities
|
|
—
|
|
|||
Interest rate swaps
|
Level 2
|
|
105.4
|
|
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
(2.3
|
)
|
|||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency option and forward contracts
|
Level 2
|
|
552.2
|
|
|
Other current assets
|
|
18.8
|
|
|
Other current liabilities
|
|
(1.0
|
)
|
|||
Foreign currency option and forward contracts
|
Level 2
|
|
742.6
|
|
|
Other long-term assets
|
|
26.7
|
|
|
Other long-term liabilities
|
|
(5.8
|
)
|
|||
Total
|
|
|
|
|
|
|
$
|
57.5
|
|
|
|
|
$
|
(16.0
|
)
|
|
December 31, 2015
|
||||||||||||||||
|
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||
(In millions)
|
Fair Value Hierarchy Level
|
|
Notional Amount
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cross-currency swap agreements
|
Level 2
|
|
$
|
730.9
|
|
|
Other long-term assets
|
|
$
|
0.2
|
|
|
Other long-term liabilities
|
|
$
|
—
|
|
Interest rate swaps
|
Level 2
|
|
228.6
|
|
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
(7.3
|
)
|
|||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Level 2
|
|
43.5
|
|
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
(0.7
|
)
|
|||
Foreign currency option contracts
|
Level 2
|
|
235.2
|
|
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
(1.0
|
)
|
|||
Total
|
|
|
|
|
|
|
$
|
0.2
|
|
|
|
|
$
|
(9.0
|
)
|
|
Recognized in Accumulated Other Comprehensive Income (Loss)
|
|
Recognized in Net Income (Loss)
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency swap agreements
|
$
|
15.3
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
4.4
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
(1.0
|
)
|
|
—
|
|
||||||
Foreign currency option and forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
43.5
|
|
|
(9.7
|
)
|
|
—
|
|
||||||
Nonderivatives designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency denominated notes
|
(26.9
|
)
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
(7.2
|
)
|
|
$
|
8.2
|
|
|
$
|
—
|
|
|
$
|
44.2
|
|
|
$
|
(10.7
|
)
|
|
$
|
—
|
|
(In millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
23.5
|
|
|
$
|
14.3
|
|
Accounts receivable, net of allowance
|
57.9
|
|
|
54.7
|
|
||
Other current assets
|
4.2
|
|
|
3.8
|
|
||
Property and equipment, net of accumulated depreciation
|
6.0
|
|
|
4.8
|
|
||
Other long-term assets
|
2.6
|
|
|
3.0
|
|
||
Total
|
$
|
94.2
|
|
|
$
|
80.6
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
47.9
|
|
|
$
|
44.9
|
|
Accrued expenses
|
13.3
|
|
|
8.1
|
|
||
Other current liabilities
|
8.3
|
|
|
8.9
|
|
||
Other long-term liabilities
|
9.1
|
|
|
5.2
|
|
||
Total
|
$
|
78.6
|
|
|
$
|
67.1
|
|
|
Years ended December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Revenue
|
$
|
321.0
|
|
|
$
|
189.5
|
|
Operating expenses
|
309.8
|
|
|
185.5
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Basic earnings (loss) per common share
|
|
|
|
|
|
||||||
Net income (loss) attributable to XPO
|
$
|
69.0
|
|
|
$
|
(191.1
|
)
|
|
$
|
(63.6
|
)
|
Preferred stock beneficial conversion charge
|
—
|
|
|
(52.0
|
)
|
|
(40.9
|
)
|
|||
Convertible preferred dividends
|
(2.9
|
)
|
|
(2.8
|
)
|
|
(2.9
|
)
|
|||
Non-cash allocation of undistributed earnings
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) allocable to common shares, basic
|
$
|
63.1
|
|
|
$
|
(245.9
|
)
|
|
$
|
(107.4
|
)
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
110.2
|
|
|
92.8
|
|
|
53.6
|
|
|||
Basic earnings (loss) per share
|
$
|
0.57
|
|
|
$
|
(2.65
|
)
|
|
$
|
(2.00
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share
|
|
|
|
|
|
||||||
Net income (loss) allocable to common shares, basic
|
$
|
63.1
|
|
|
$
|
(245.9
|
)
|
|
$
|
(107.4
|
)
|
Interest from Convertible Senior Notes
|
1.4
|
|
|
—
|
|
|
—
|
|
|||
Net income allocable to common shares, diluted
|
$
|
64.5
|
|
|
$
|
(245.9
|
)
|
|
$
|
(107.4
|
)
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares
|
110.2
|
|
|
92.8
|
|
|
53.6
|
|
|||
Dilutive effect of non-participating stock-based awards and Convertible Senior Notes
|
12.6
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted-average common shares
|
122.8
|
|
|
92.8
|
|
|
53.6
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
$
|
0.53
|
|
|
$
|
(2.65
|
)
|
|
$
|
(2.00
|
)
|
|
|
|
|
|
|
||||||
Potentially dilutive common shares excluded
|
11.8
|
|
|
25.7
|
|
|
27.4
|
|
(In millions, except per share data)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
3,545.7
|
|
|
$
|
3,683.3
|
|
|
$
|
3,713.8
|
|
|
$
|
3,676.6
|
|
Operating income (loss)
|
62.4
|
|
|
170.3
|
|
|
168.8
|
|
|
86.6
|
|
||||
Net income (loss)
|
(19.3
|
)
|
|
50.4
|
|
|
21.3
|
|
|
32.1
|
|
||||
Net income (loss) attributable to common shareholders
|
(23.2
|
)
|
|
42.6
|
|
|
13.8
|
|
|
27.3
|
|
||||
Basic earnings (loss) per share
(1)
|
(0.21
|
)
|
|
0.39
|
|
|
0.13
|
|
|
0.25
|
|
||||
Diluted earnings (loss) per share
(1)
|
(0.21
|
)
|
|
0.35
|
|
|
0.11
|
|
|
0.22
|
|
||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
703.0
|
|
|
$
|
1,215.9
|
|
|
$
|
2,362.0
|
|
|
$
|
3,342.3
|
|
Operating income (loss)
|
(4.8
|
)
|
|
(30.1
|
)
|
|
44.3
|
|
|
(38.0
|
)
|
||||
Net loss
|
(14.7
|
)
|
|
(78.8
|
)
|
|
(35.0
|
)
|
|
(63.1
|
)
|
||||
Net loss attributable to common shareholders
|
(15.4
|
)
|
|
(75.1
|
)
|
|
(92.6
|
)
|
|
(62.8
|
)
|
||||
Basic loss per share
(1)
|
(0.20
|
)
|
|
(0.89
|
)
|
|
(0.94
|
)
|
|
(0.58
|
)
|
||||
Diluted loss per share
(1)
|
(0.20
|
)
|
|
(0.89
|
)
|
|
(0.94
|
)
|
|
(0.58
|
)
|
(In millions)
|
Transportation
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
9,457.3
|
|
|
$
|
5,323.9
|
|
|
$
|
—
|
|
|
$
|
(161.8
|
)
|
|
$
|
14,619.4
|
|
Operating income (loss)
|
438.0
|
|
|
209.5
|
|
|
(159.4
|
)
|
|
—
|
|
|
488.1
|
|
|||||
Depreciation and amortization
|
449.1
|
|
|
192.3
|
|
|
2.0
|
|
|
—
|
|
|
643.4
|
|
|||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
4,924.4
|
|
|
$
|
2,768.4
|
|
|
$
|
—
|
|
|
$
|
(69.6
|
)
|
|
$
|
7,623.2
|
|
Operating income (loss)
|
51.6
|
|
|
81.6
|
|
|
(162.0
|
)
|
|
0.2
|
|
|
(28.6
|
)
|
|||||
Depreciation and amortization
|
226.5
|
|
|
136.9
|
|
|
1.5
|
|
|
—
|
|
|
364.9
|
|
|||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,140.0
|
|
|
$
|
216.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,356.6
|
|
Operating income (loss)
|
18.9
|
|
|
17.6
|
|
|
(77.4
|
)
|
|
—
|
|
|
(40.9
|
)
|
|||||
Depreciation and amortization
|
79.5
|
|
|
16.3
|
|
|
2.5
|
|
|
—
|
|
|
98.3
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
8,758.0
|
|
|
$
|
4,278.5
|
|
|
$
|
2,141.4
|
|
North America (excluding United States)
|
322.0
|
|
|
166.3
|
|
|
132.0
|
|
|||
France
|
1,902.7
|
|
|
1,018.8
|
|
|
—
|
|
|||
United Kingdom
|
1,700.9
|
|
|
1,063.5
|
|
|
1.8
|
|
|||
Europe (excluding France and United Kingdom)
|
1,644.5
|
|
|
904.6
|
|
|
11.1
|
|
|||
Asia
|
264.3
|
|
|
171.9
|
|
|
66.3
|
|
|||
Other
|
27.0
|
|
|
19.6
|
|
|
4.0
|
|
|||
Total
|
$
|
14,619.4
|
|
|
$
|
7,623.2
|
|
|
$
|
2,356.6
|
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1 *
|
|
Investment Agreement, dated as of June 13, 2011, by and among Jacobs Private Equity, LLC (“JPE”), each of the other investors party thereto and the registrant (incorporated herein by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K dated June 14, 2011).
|
|
|
|
2.2 *
|
|
Stock Purchase Agreement, dated July 12, 2013, by and among 3PD Holding, Inc., Logistics Holding Company Limited, Mr. Karl Meyer, Karl Frederick Meyer 2008 Irrevocable Trust II, Mr. Randall Meyer, Mr. Daron Pair, Mr. James J. Martell and XPO Logistics, Inc. (incorporated herein by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K dated July 12, 2013).
|
|
|
|
2.3 *
|
|
Amendment No. 1 dated August 14, 2013 to Stock Purchase Agreement dated July 12, 2013 by and among the Company, 3PD, Logistics Holding Company Limited, Mr. Karl Meyer, Karl Frederick Meyer 2008 Irrevocable Trust II, Mr. Randall Meyer, Mr. Daron Pair and Mr. James J. Martell (incorporated herein by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K dated August 15, 2013).
|
|
|
|
2.4 *
|
|
Agreement and Plan of Merger, dated as of January 5, 2014, by and among Pacer International, Inc., XPO Logistics, Inc. and Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to XPO’s Current Report on Form 8-K filed with the SEC on January 6, 2014).
|
|
|
|
2.5 *
|
|
Agreement and Plan of Merger, dated as of July 29, 2014, by and among New Breed Holding Company, XPO Logistics, Inc., Nexus Merger Sub, Inc. and NB Representative, LLC, in its capacity as the Representative
(incorporated by reference to Exhibit 2.1 to XPO’s Current Report on Form 8-K filed with the SEC on July 30, 2014).
|
|
|
|
2.6 *
|
|
Share Purchase Agreement relating to Norbert Dentressangle SA among Dentressangle Initiatives, Mr. Norbert Dentressangle, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle, Ms. Marine Dentressangle and XPO Logistics, Inc., dated as of April 28, 2015 (incorporated by reference to Exhibit 2.1 to XPO’s Current Report on Form 8-K filed with the SEC on April 29, 2015).
|
|
|
|
2.7 *
|
|
Tender Offer Agreement between XPO Logistics, Inc. and Norbert Dentressangle SA, dated as of April 28, 2015 (incorporated by reference to Exhibit 2.2 to XPO’s Current Report on Form 8-K filed with the SEC on April 29, 2015).
|
|
|
|
2.8 *
|
|
Agreement and Plan of Merger, dated as of September 9, 2015, by and among XPO Logistics, Inc., Con-way Inc., Inc. and Canada Merger Corp. (incorporated by reference to Exhibit 2.1 to XPO’s Current Report on Form 8-K filed with the SEC on September 10, 2015).
|
|
|
|
3.1 *
|
|
Amended and Restated Certificate of Incorporation of the registrant, dated May 17, 2005 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
|
|
|
|
3.2 *
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, dated May 31, 2006 (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K dated June 7, 2006).
|
|
|
|
3.3 *
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, dated June 20, 2007 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (the “June 2007 Form 10-Q”)).
|
|
|
|
3.4 *
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, dated September 1, 2011 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K dated September 6, 2011 (the “September 2011 Form 8-K”))
|
|
|
|
3.5 *
|
|
2nd Amended and Restated Bylaws of the registrant, dated August 30, 2007 (incorporated herein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K/A dated September 14, 2007).
|
|
|
|
3.6 *
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of XPO Logistics, Inc. (incorporated by reference to Exhibit 3.1 to XPO’s Current Report on Form 8-K filed with the SEC on May 21, 2015)
|
|
|
|
3.7 *
|
|
Text of Amendments to the 2nd Amended and Restated Bylaws of XPO Logistics, Inc. (incorporated by reference to Exhibit 3.2 to XPO’s Current Report on Form 8-K filed with the SEC on May 21, 2015).
|
|
|
|
3.8 *
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of XPO Logistics, Inc. (incorporated by reference to Exhibit 3.1 to XPO’s Current Report on Form 8-K filed with the SEC on September 8, 2015).
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
4.1 *
|
|
Certificate of Designation of Series A Convertible Perpetual Preferred Stock of the registrant (incorporated herein by reference to Exhibit 4.1 of the September 2011 Form 8-K).
|
|
|
|
4.2 *
|
|
Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.2 of the September 2011 Form 8-K).
|
|
|
|
4.3 *
|
|
Registration Rights Agreement, dated as of September 2, 2011, by and among JPE, each of the other holders and designated secured lenders party thereto and the registrant (incorporated herein by reference to Exhibit 4.3 of the September 2011 Form 8-K).
|
|
|
|
4.4 *
|
|
Senior Indenture dated as of September 26, 2012 between XPO Logistics, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 of the registrant’s Current Report on Form 8-K dated September 26, 2012 (the “September 2012 Form 8-K”).
|
|
|
|
4.5 *
|
|
First Supplemental Indenture dated as of September 26, 2012 between XPO Logistics, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Senior Indenture dated as of September 26, 2012 (incorporated herein by reference to Exhibit 4.2 of the September 2012 Form 8-K).
|
|
|
|
4.6 *
|
|
Form of Indenture for Senior Debt Securities between the Company and one or more banking institutions to be qualified as Trustee pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 (incorporated herein by reference to Exhibit 4.6 to the registrant’s Registration Statement on Form S-3, registration statement no. 333-188848, filed with the Securities and Exchange Commission on May 24, 2013 (the “May 2013 Form S-3”)).
|
|
|
|
4.7 *
|
|
Form of Indenture for subordinated Debt Securities between the Company and one or more banking institutions to be qualified as Trustee pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 (incorporated herein by reference to Exhibit 4.8 to the registrant’s May 2013 Form S-3).
|
|
|
|
4.8 *
|
|
Investment Agreement, dated as of September 11, 2014, by and among XPO Logistics, Inc. and the Purchasers set forth on Schedule I thereto (incorporated by reference to Exhibit 4.1 to XPO’s Current Report on Form 8-K filed with the SEC on September 15, 2014).
|
|
|
|
4.9 *
|
|
Certificate of Designation of Series B Convertible Perpetual Preferred Stock of XPO Logistics, Inc., dated as of September 17, 2014 (incorporated by reference to Exhibit 4.1 to XPO’s Current Report on Form 8-K filed with the SEC on September 18, 2014).
|
|
|
|
4.10 *
|
|
Form of Investment Agreement, dated as of May 29, 2015, by and among XPO Logistics, Inc. and the Purchasers set forth on Schedule I thereto (incorporated by reference to Exhibit 4.1 to XPO’s Current Report on Form 8-K filed with the SEC on June 1, 2015).
|
|
|
|
4.11 *
|
|
Indenture, dated as of June 9, 2015, between XPO Logistics, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, The Bank of New York Mellon, London Branch as London Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Paying Agent (incorporated by reference to Exhibit 4.1 to XPO’s Current Report on Form 8-K filed with the SEC on June 15, 2015).
|
|
|
|
4.12 *
|
|
Certificate of Designation of Series C Convertible Perpetual Preferred Stock of XPO Logistics, Inc., dated as of June 3, 2015 (incorporated by reference to Exhibit 4.2 to XPO’s Amendment No. 1 to Current Report on Form 8-K filed with the SEC on June 26, 2015).
|
|
|
|
4.13 *
|
|
Indenture, dated as of August 25, 2016, between XPO Logistics, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to XPO’s Current Report on Form 8-K filed with the SEC on August 26, 2016).
|
|
|
|
10.1 +*
|
|
Amended and Restated 2011 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit A to XPO Logistics, Inc.’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2012).
|
|
|
|
10.2 +*
|
|
2001 Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-8 dated May 20, 2010).
|
|
|
|
10.3 +*
|
|
Form of Restricted Stock Unit Award Agreement (Service-Vesting) (2011 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.18 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
|
|
|
|
10.4 +*
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (2011 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.19 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
|
|
|
|
10.5 +*
|
|
Form of Option Award Agreement (2011 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.20 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.6 +*
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2011 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
|
|
|
|
10.7 +*
|
|
Form of Option Award Agreement for Non-Employee Directors (2011 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.22 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
|
|
|
|
10.8 +*
|
|
Form of Option Award Agreement (2001 Amended and Restated Stock Option Plan) (grants from June 2011 through September 2011) (incorporated herein by reference to Exhibit 10.23 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
|
|
|
|
10.9 +*
|
|
Form of Option Award Agreement (2001 Amended and Restated Stock Option Plan) (grants through May 2011) (incorporated herein by reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
|
|
|
|
10.10 +*
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on March 20, 2014).
|
|
|
|
10.11 +*
|
|
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to XPO’s Current Report on Form 8-K filed with the SEC on March 20, 2014).
|
|
|
|
10.12 +*
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7 to XPO’s Current Report on Form 8-K filed with the SEC on February 11, 2016).
|
|
|
|
10.13 +*
|
|
Form of Amendment to PRSU Agreements, dated March 7, 2016 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2016).
|
|
|
|
10.14 +*
|
|
2016 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to XPO’s definitive proxy statement on Schedule 14A filed with the SEC on November 21, 2016).
|
|
|
|
10.15 +
|
|
Form of Restricted Stock Unit Award Agreement (Service-Vesting) (2016 Omnibus Incentive Compensation Plan).
|
|
|
|
10.16 +
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).
|
|
|
|
10.17 +
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2016 Omnibus Incentive Compensation Plan).
|
|
|
|
10.18 +*
|
|
Form of Employment Agreement, dated as of February 9, 2016, (incorporated by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on February 11, 2016).
|
|
|
|
10.19 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and Bradley S. Jacobs, (incorporated by reference to Exhibit 10.2 to XPO’s Current Report on Form 8-K filed with the SEC on February 11, 2016).
|
|
|
|
10.20 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and John J. Hardig, (incorporated by reference to Exhibit 10.4 to XPO’s Current Report on Form 8-K filed with the SEC on February 11, 2016).
|
|
|
|
10.21 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and Scott B. Malat, (incorporated by reference to Exhibit 10.6 to XPO’s Current Report on Form 8-K filed with the SEC on February 11, 2016).
|
|
|
|
10.22 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and Gordon E. Devens (incorporated by reference to Exhibit 10.5 to XPO’s Current Report on Form 8-K filed with the SEC on February 11, 2016).
|
|
|
|
10.23 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and Troy A. Cooper (incorporated by reference to Exhibit 10.3 to XPO’s Current Report on Form 8-K filed with the SEC on February 11, 2016).
|
|
|
|
10.24 +*
|
|
Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and Mario A. Harik (incorporated by reference to Exhibit 10.7 to XPO's Current Report on Form 8-K filed with the SEC on May 5, 2016).
|
Exhibit
Number
|
|
Description
|
|
|
|
10.25 *
|
|
Amended and Restated Revolving Loan Credit Agreement, dated as of April 1, 2014, by and among XPO Logistics, Inc. and certain subsidiaries, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc., Credit Suisse AG, Cayman Islands Branch, Deutsche Bank AG New York Branch, JPMorgan Chase Bank,
N.A., Citibank N.A. and KeyBank National Association as Lenders, and Morgan Stanley Senior Funding, Inc., as Administrative Agent (incorporated by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on April 4, 2014).
|
|
|
|
10.26 *
|
|
Amendment to Amended and Restated Revolving Loan Credit dated as of August 8, 2014 (incorporated by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on August 11, 2014).
|
|
|
|
10.27 *
|
|
Amendment No. 2 to the Amended and Restated Credit Agreement among XPO Logistics, Inc. and certain of its wholly owned subsidiaries, as borrowers, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent for such lenders (incorporated by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on June 2, 2015).
|
|
|
|
10.28 *
|
|
Second Amended and Restated Revolving Loan Credit Agreement, dated as of October 30, 2015, by and among XPO Logistics, Inc. and certain subsidiaries signatory thereto, as borrowers, other credit parties signatory thereto, Morgan Stanley Senior Funding, Inc., as agent, and the Lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on November 2, 2015).
|
|
|
|
10.29 *
|
|
Senior Secured Term Loan Credit Agreement by and among XPO Logistics, Inc., certain subsidiaries signatory thereto, Morgan Stanley Senior Funding, Inc., as agent, and the Lenders from time to time party thereto (incorporated by reference to Exhibit 10.2 to XPO’s Current Report on Form 8-K filed with the SEC on November 2, 2015).
|
|
|
|
10.30 *
|
|
Incremental and Refinancing Amendment (Amendment No. 1 to Credit Agreement), dated as of August 25, 2016, by and among XPO Logistics, Inc., the subsidiaries signatory thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on August 26, 2016).
|
|
|
|
10.31 +*
|
|
Departure Agreement between the Company and Hervé Montjotin dated September 5, 2015 (incorporated by reference to Exhibit 10.4 to XPO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).
|
|
|
|
10.32
|
|
Retirement and Release Agreement, dated as of December 1, 2015, by and between XPO Logistics, Inc. and Louis DeJoy.
|
|
|
|
14
|
|
Code of Business Ethics.
|
|
|
|
21
|
|
Subsidiaries of the registrant.
|
|
|
|
23
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
|
|
|
|
31.2
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
|
|
|
|
32.1**
|
|
Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
|
|
|
|
32.2**
|
|
Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
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XBRL Taxonomy Extension Schema.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase.
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*
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Incorporated by reference.
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**
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Furnished herewith.
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+
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This exhibit is a management contract or compensatory plan or arrangement.
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Vesting Date
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Percentage Vested on Such Date
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Number of Restricted Stock Units Vesting on Such Date
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If to the Company:
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XPO Logistics, Inc.
Five American Lane
Greenwich, CT 06831
Attention: Chief Legal Officer
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If to you:
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To your address as most recently supplied to the Company and set forth in the Company’s records
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XPO Logistics, INC.
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by
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Name:
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Title:
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[grantee]
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If to the Company:
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XPO Logistics, Inc.
Five American Lane
Greenwich, CT 06831
Attention: Chief Legal Officer
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If to you:
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To your address as most recently supplied to the Company and set forth in the Company’s records
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XPO Logistics, INC.
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by
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Name:
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Title:
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[grantee]
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Grantee:
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Number of Shares Subject to RSU:
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Section 162(m) Goal:
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Performance Goal:
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If to the Company:
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XPO Logistics, Inc.
Five American Lane
Greenwich, CT 06831
Attention: Chief Legal Officer
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If to you:
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To your address as most recently supplied to the Company and set forth in the Company’s records
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XPO Logistics, INC.
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by
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Name:
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Title:
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[grantee]
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1.
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Employment Separation
. Effective as of December 7, 2015 (the “
Effective Date
”), you will no longer be employed by the Company or any of its subsidiaries or Affiliates in any capacity and you will resign as a member of the board of directors of XPO SC. Your termination of employment on the Effective Date shall be a separation by reason of your retirement for all purposes, except that your separation of employment shall be deemed a termination without “Cause” under that certain Performance-Based Restricted Stock Unit Award Agreement entered into by you and the Company on December 10, 2014 (the “
Award Agreement
”).
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2.
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Separation Payments and Benefits
. You will receive payment of all Accrued Obligations within thirty (30) days following the Effective Date, regardless of whether you sign this Agreement. Provided that you sign this Agreement within the time limits set forth herein and the revocation period provided for herein has passed without this Agreement being revoked: (i) within five (5) business days following the expiration of the revocation period, the Company shall grant to you shares of common stock, par value $0.001 per share of the Company (“
Shares
”) representing an aggregate value of $2,070,625, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the date such Shares are granted (the “
Initial Grant Date
”), (ii) on December 31, 2016, the Company shall grant to you Shares representing an aggregate value of $263,185, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, (iii) on December 31, 2017, the Company shall grant to you Shares representing an aggregate value of $216,190, with the number of Shares to be based on the closing price of a Share on the New York Stock Exchange on the Initial Grant Date, and (iv) the Company shall issue to you 23,171 Shares (less Shares withheld for required tax withholding) in settlement of any and all performance-based restricted stock units (“
PRSUs
”) granted to you under the Award Agreement, and you acknowledge and agree that any remaining PRSUs held by you under the Award Agreement shall be automatically forfeited on the Effective Date. Notwithstanding anything to the contrary in the Employment Agreement, the 2011 Plan, the Award Agreement or any other agreement, contract or arrangement between you and the Company, any Shares issued to you pursuant to this
Section 2
, and any Shares held by you as of the date hereof, shall be subject to a lock-up on sales, offers, pledges, contracts to sell, grants of any option, right or warrant to purchase, or other transfers or dispositions, whether directly or indirectly, until the date that is the later of (x) six (6) months after the effective date of your resignation or removal from the Board or (y) the date upon which any such lock-up restrictions applicable to any such Shares would expire under the terms of such other agreement, contract or arrangement (or, if earlier, until your death or a Change of Control (as defined in the 2011 Plan)) and all laws, rules and regulations applicable to you;
provided
,
however
, if determined by the Board in its sole discretion, the provisions of this
Section 2
shall not apply to Shares withheld, sold or otherwise transferred to the Company to satisfy the applicable tax withholding in connection with the settlement of any PRSUs; and further
provided
,
however
, that the Board may, in its sole discretion, waive the application of the lock-up restrictions provided in this
Section 2
upon written request by you.
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3.
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Release
. In consideration of and subject to the performance by the Company of its obligations under
Section 2
, you hereby release and forever discharge as of the Effective Date the Company and its subsidiaries and affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its subsidiaries and affiliates (the Company and such parties collectively, the “
Released Parties
”) to the extent provided herein this Agreement. You understand and acknowledge that the separation payments and benefits payable to you under
Section 2
(other than the Accrued Obligations) represent consideration for signing this Agreement and are not salary, wages or benefits to which you were already entitled. You understand and acknowledge that the separation payments and benefits payable to you under
Section 2
are in lieu of any amount you are or could be due under the Employment Agreement or the Award Agreement. You understand and acknowledge that you will not receive the payments and benefits specified in
Section 2
(other than the Accrued Benefits) unless you execute this Agreement and do not revoke this Agreement within the time period permitted hereafter or breach this Agreement. Such payments and benefits (other than the Accrued Benefits) will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or any of its subsidiaries or affiliates. Except as provided in
Sections
5
and
10
below, you knowingly and voluntarily (for yourself, your heirs, executors, administrators and assigns) release and forever discharge the Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any
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4.
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No Transfer
. You represent that you have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by
Section 3
.
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5.
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ADEA
. You agree that this Agreement does not waive or release any rights or claims that you may have under the Age Discrimination in Employment Act of 1967 which arise after the date you execute this Agreement. You acknowledge and agree that your separation from employment with the Company in compliance with the terms of this Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).
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6.
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Effect of Release
. Your release of Claims set forth in this Agreement is intended to be effective as a bar to those Claims stated in
Section 3
above, whether known and unknown. In signing this Agreement, you acknowledge and intend that it shall be effective as a bar to each and every one of the Claims as stated in
Section 3
above. You expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims stated in
Section 3
above (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims). You acknowledge and agree that this waiver is an essential and material term of this Agreement and that without such waiver the Company would not have agreed to the terms of
Section 2
. You further agree that in the event you should bring a Claim that has been released herein seeking damages against the Company, or in the event you should seek to recover against the Company in any Claim brought by a governmental agency on your behalf that has been released herein, this Agreement shall serve as a complete defense to such Claims. You further agree that you are not aware of any pending charge or complaint of the type described above as of the execution of this Agreement.
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7.
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Non-Admission
. You agree that neither this Agreement, nor the furnishing of the consideration for this Agreement, shall be deemed or construed at any time to be an admission by the Company or any Released Party of any improper or unlawful conduct.
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8.
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Forfeiture
. You agree that you will forfeit all amounts payable or benefits to be provided by the Company pursuant to
Section 2
(other than the Accrued Obligations) if you challenge the validity of this Agreement. You also agree that if you violate this Agreement by suing or bringing a claim against the Company or any of the other Released Parties with respect to any Claim released herein, you will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees. In the event of any litigation with respect to this Agreement, the prevailing party will be entitled to recover costs and expenses, including reasonable attorneys’ fees, from the non-prevailing party.
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9.
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Confidentiality
. You agree that this Agreement is confidential, and except as required by law, you agree not to disclose any information regarding the terms of this Agreement, except to your immediate family and any tax, legal or other counsel you have consulted or may consult, and you will instruct each of the foregoing not to disclose the same to anyone.
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10.
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Non-Released Claims
. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not release, waive, relinquish, diminish, or in any way affect any rights or claims to (i) the rights and benefits to be provided to you by the Company under this Agreement after the date hereof, (ii) indemnification for which you may be entitled as a former officer, director or shareholder of the Company or XPO SC under their respective charter and/or bylaws and/or other constituent documents or agreements so long as you are otherwise entitled to be indemnified as authorized thereunder, (iii) any non-employment rights or claims, including, but not limited to, those arising out of your rights as a shareholder of the Company or any predecessor, successor or affiliate of the Company (including any rights of indemnification as a former shareholder of New Breed Holding Company), (iv) your rights or claims under the Award Agreement, (v) your rights or claims as a former employee to accrued and vested benefits under any Company employee benefit plan, (vi) any rights or claims under any written agreement or plan governing stock, restricted stock or stock options granted by the Company and/or any predecessor, successor or affiliate of the Company, (vii) any rights and claims to continuation coverage under COBRA, or (viii) any rights or claims that cannot be waived by law.
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11.
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Covenants
. You acknowledge and agree that you are subject to confidentiality, litigation assistance and restrictive covenants, including post-employment non-competition and non-solicitation covenants, under the terms of Sections 10, 11, 12, 13, 14, 15 and 23 of your Employment Agreement, and that such covenants shall continue to apply and be enforceable under their
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12.
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Interpretation and Construction
. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
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13.
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Miscellaneous
. The terms and conditions of Sections 10 through 27 of the Employment Agreement are incorporated herein
mutatis mutandis
, and you understand and agree that Sections 10 through 27 of the Employment Agreement expressly survive the termination of your employment with the Company and its Affiliates.
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(i)
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YOU HAVE READ IT CAREFULLY;
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(ii)
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YOU UNDERSTAND ALL OF ITS TERMS AND KNOW THAT YOU ARE GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
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(iii)
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YOU VOLUNTARILY CONSENT TO EVERYTHING IN IT;
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(iv)
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YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND YOU HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION YOU HAVE CHOSEN NOT TO DO SO OF YOUR OWN VOLITION;
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(v)
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YOU ACKNOWLEDGE AND HAVE BEEN ADVISED THAT YOU HAVE THE RIGHT TO CONSIDER THIS AGREEMENT FOR 21 DAYS BEFORE SIGNING IT, AND THAT IF YOU SIGN THIS AGREEMENT PRIOR TO THE EXPIRATION OF 21 DAYS, YOU ARE WAIVING (GIVING UP) THIS RIGHT FREELY AND VOLUNTARILY;
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(vi)
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YOU UNDERSTAND THAT YOU HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS AGREEMENT TO REVOKE IT AND THAT THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
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(vii)
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YOU HAVE SIGNED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE YOU WITH RESPECT TO IT; AND
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(viii)
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YOU AGREE THAT THE PROVISIONS OF THIS AGREEMENT MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF COMPANY AND BY YOU.
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XPO Logistics, inc.
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By:
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/s/ Gordon Devens
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Name: Gordon Devens
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Title: Chief Legal Officer
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/s/ Louis DeJoy
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LOUIS DEJOY
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Name
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Country and/or State of Incorporation
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XPO Logistics, Inc.
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Delaware
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XPO CNW, Inc.
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Delaware
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XPO Logistics Freight, Inc.
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Delaware
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XPO Logistics Worldwide, LLC
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Delaware
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XPO Express, Inc.
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Michigan
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XPO Global Forwarding, Inc.
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Delaware
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XPO Intermodal, Inc.
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Tennessee
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XPO Customs Clearance Solutions, Inc.
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New York
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XPO Ocean World Lines, Inc.
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Delaware
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XPO Last Mile, Inc.
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Georgia
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XPO Logistics, LLC
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Delaware
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XPO Logistics France SAS
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France
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XPO Logistics Europe SA
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France
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XPO Global Forwarding International
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France
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XPO Holding Transport Solutions Europe
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France
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XPO Supply Chain International
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France
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XPO Supply Chain, Inc.
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Delaware
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XPO Logistics Supply Chain, Inc.
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North Carolina
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/s/ Bradley S. Jacobs
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Bradley S. Jacobs
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Chairman and Chief Executive Officer
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Date: February 28, 2017
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/s/ John J. Hardig
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John J. Hardig
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Chief Financial Officer
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Date: February 28, 2017
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/s/ Bradley S. Jacobs
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Bradley S. Jacobs
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ John J. Hardig
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John J. Hardig
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Chief Financial Officer
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(Principal Financial Officer)
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