ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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03-0450326
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Five American Lane
Greenwich, CT
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06831
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(Address of principal executive offices)
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(Zip code)
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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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Emerging growth company
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¨
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Signatures
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March 31,
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December 31,
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||||
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2017
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|
2016
|
||||
(In millions, except share and per share data)
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(Unaudited)
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|
||||
ASSETS
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
342.0
|
|
|
$
|
373.4
|
|
Accounts receivable, net of allowances of $24.3 and $26.3, respectively
|
2,338.0
|
|
|
2,313.3
|
|
||
Other current assets
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416.1
|
|
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386.9
|
|
||
Total current assets
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3,096.1
|
|
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3,073.6
|
|
||
Property and equipment, net of $705.1 and $589.9 in accumulated depreciation, respectively
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2,531.2
|
|
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2,537.4
|
|
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Goodwill
|
4,352.7
|
|
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4,325.8
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|
||
Identifiable intangible assets, net of $418.7 and $377.1 in accumulated amortization, respectively
|
1,501.0
|
|
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1,534.7
|
|
||
Deferred tax asset
|
3.0
|
|
|
2.7
|
|
||
Other long-term assets
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204.3
|
|
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224.2
|
|
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Total long-term assets
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8,592.2
|
|
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8,624.8
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Total assets
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$
|
11,688.3
|
|
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$
|
11,698.4
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
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|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
990.7
|
|
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$
|
1,056.3
|
|
Accrued expenses
|
1,346.5
|
|
|
1,382.1
|
|
||
Current maturities of long-term debt
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135.0
|
|
|
136.5
|
|
||
Other current liabilities
|
125.1
|
|
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156.7
|
|
||
Total current liabilities
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2,597.3
|
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2,731.6
|
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||
Long-term debt
|
4,810.9
|
|
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4,731.5
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|
||
Deferred tax liability
|
569.0
|
|
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572.4
|
|
||
Employee benefit obligations
|
247.8
|
|
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251.4
|
|
||
Other long-term liabilities
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375.4
|
|
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373.9
|
|
||
Total long-term liabilities
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6,003.1
|
|
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5,929.2
|
|
||
Stockholders’ equity:
|
|
|
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||||
Convertible perpetual preferred stock, $.001 par value; 10,000,000 shares authorized; 71,510 and 72,235 of Series A shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
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41.2
|
|
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41.6
|
|
||
Common stock, $.001 par value; 300,000,000 shares authorized; 111,622,997 and 111,087,027 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
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0.1
|
|
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0.1
|
|
||
Additional paid-in capital
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3,239.8
|
|
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3,244.9
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|
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Accumulated deficit
|
(372.4
|
)
|
|
(392.9
|
)
|
||
Accumulated other comprehensive loss
|
(167.5
|
)
|
|
(193.7
|
)
|
||
Total stockholders' equity before noncontrolling interests
|
2,741.2
|
|
|
2,700.0
|
|
||
Noncontrolling interests
|
346.7
|
|
|
337.6
|
|
||
Total equity
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3,087.9
|
|
|
3,037.6
|
|
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Total liabilities and equity
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$
|
11,688.3
|
|
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$
|
11,698.4
|
|
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Three Months Ended March 31,
|
||||||
(In millions, except per share data)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
3,539.5
|
|
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$
|
3,545.7
|
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Operating expenses
|
|
|
|
||||
Cost of transportation and services
|
1,887.3
|
|
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1,945.1
|
|
||
Direct operating expense
|
1,137.7
|
|
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1,106.2
|
|
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Sales, general and administrative expense
|
400.9
|
|
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432.0
|
|
||
Total operating expenses
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3,425.9
|
|
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3,483.3
|
|
||
Operating income
|
113.6
|
|
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62.4
|
|
||
Other expense (income)
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3.3
|
|
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(1.2
|
)
|
||
Foreign currency loss
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10.6
|
|
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5.5
|
|
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Debt extinguishment loss
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9.0
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—
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Interest expense
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75.6
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93.1
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Income (loss) before income tax benefit
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15.1
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(35.0
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)
|
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Income tax benefit
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(9.8
|
)
|
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(15.7
|
)
|
||
Net income (loss)
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24.9
|
|
|
(19.3
|
)
|
||
Net income attributable to noncontrolling interests
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(3.6
|
)
|
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(3.2
|
)
|
||
Net income (loss) attributable to XPO
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$
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21.3
|
|
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$
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(22.5
|
)
|
|
|
|
|
||||
Earnings per share data:
|
|
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|
||||
Net income (loss) attributable to common shareholders
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$
|
19.5
|
|
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$
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(23.2
|
)
|
|
|
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|
||||
Basic earnings (loss) per share
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$
|
0.18
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|
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$
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(0.21
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)
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Diluted earnings (loss) per share
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$
|
0.16
|
|
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$
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(0.21
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)
|
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|
||||
Weighted-average common shares outstanding
|
|
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|
||||
Basic weighted-average common shares outstanding
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111.4
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109.6
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|
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Diluted weighted-average common shares outstanding
|
124.4
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109.6
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Three Months Ended March 31,
|
||||||
(In millions)
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2017
|
|
2016
|
||||
Net income (loss)
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$
|
24.9
|
|
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$
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(19.3
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)
|
|
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|
||||
Other comprehensive income (loss), net of tax
|
|
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|
||||
Foreign currency translation gains (1)
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$
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32.6
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$
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52.1
|
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Unrealized losses on financial assets/liabilities designated as hedging instruments, net of tax effect of $1.5 and $14.7
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(1.5
|
)
|
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(18.4
|
)
|
||
Change in defined benefit plans liability, net of tax effect of $0.0 and $0.0
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0.6
|
|
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—
|
|
||
Other comprehensive income
|
31.7
|
|
|
33.7
|
|
||
Comprehensive income
|
$
|
56.6
|
|
|
$
|
14.4
|
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Less: Comprehensive income attributable to noncontrolling interests
|
(9.1
|
)
|
|
(11.9
|
)
|
||
Comprehensive income attributable to XPO
|
$
|
47.5
|
|
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$
|
2.5
|
|
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Three Months Ended March 31,
|
||||||
(In millions)
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2017
|
|
2016
|
||||
Operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
24.9
|
|
|
$
|
(19.3
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities
|
|
|
|
||||
Depreciation and amortization
|
157.4
|
|
|
162.1
|
|
||
Stock compensation expense
|
15.3
|
|
|
11.9
|
|
||
Accretion of debt
|
4.6
|
|
|
3.9
|
|
||
Deferred tax benefit
|
(4.5
|
)
|
|
(22.7
|
)
|
||
Loss on extinguishment of debt
|
9.0
|
|
|
—
|
|
||
Unrealized loss on foreign currency option and forward contracts
|
11.9
|
|
|
2.2
|
|
||
Other
|
6.4
|
|
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(2.1
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(15.2
|
)
|
|
30.9
|
|
||
Other assets
|
(53.1
|
)
|
|
(65.8
|
)
|
||
Accounts payable
|
(56.2
|
)
|
|
(90.5
|
)
|
||
Accrued expenses and other liabilities
|
(85.5
|
)
|
|
(3.7
|
)
|
||
Cash flows provided by operating activities
|
15.0
|
|
|
6.9
|
|
||
Investing activities
|
|
|
|
||||
Payment for purchases of property and equipment
|
(122.4
|
)
|
|
(114.7
|
)
|
||
Proceeds from sale of assets
|
20.5
|
|
|
17.5
|
|
||
Cash flows used by investing activities
|
(101.9
|
)
|
|
(97.2
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from borrowings on term loan facility
|
523.5
|
|
|
—
|
|
||
Payment for debt issuance costs
|
(8.9
|
)
|
|
—
|
|
||
Repayment of borrowings on term loan facility
|
(511.4
|
)
|
|
—
|
|
||
Repayment of long-term debt and capital leases
|
(29.2
|
)
|
|
(41.8
|
)
|
||
Proceeds from borrowings on ABL facility
|
180.0
|
|
|
200.0
|
|
||
Repayment of borrowings on ABL facility
|
(110.0
|
)
|
|
(100.0
|
)
|
||
Bank overdrafts
|
20.4
|
|
|
18.3
|
|
||
Payment for tax withholdings for restricted shares
|
(10.4
|
)
|
|
—
|
|
||
Dividends paid
|
(0.7
|
)
|
|
(0.7
|
)
|
||
Other
|
0.3
|
|
|
—
|
|
||
Cash flows provided by financing activities
|
53.6
|
|
|
75.8
|
|
||
Effect of exchange rates on cash
|
1.9
|
|
|
3.7
|
|
||
Net decrease in cash
|
(31.4
|
)
|
|
(10.8
|
)
|
||
Cash and cash equivalents, beginning of period
|
373.4
|
|
|
289.8
|
|
||
Cash and cash equivalents, end of period
|
$
|
342.0
|
|
|
$
|
279.0
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
48.5
|
|
|
$
|
72.6
|
|
Cash paid for income taxes
|
$
|
18.9
|
|
|
$
|
4.8
|
|
(In millions)
|
Transportation
|
|
Logistics
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,277.2
|
|
|
$
|
1,300.1
|
|
|
$
|
—
|
|
|
$
|
(37.8
|
)
|
|
$
|
3,539.5
|
|
Operating income (loss)
|
100.8
|
|
|
47.2
|
|
|
(34.4
|
)
|
|
—
|
|
|
113.6
|
|
|||||
Depreciation and amortization
|
106.2
|
|
|
48.7
|
|
|
2.5
|
|
|
—
|
|
|
157.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,297.4
|
|
|
1,260.7
|
|
|
$
|
—
|
|
|
$
|
(12.4
|
)
|
|
$
|
3,545.7
|
|
|
Operating income (loss)
|
75.4
|
|
|
31.9
|
|
|
(44.9
|
)
|
|
—
|
|
|
62.4
|
|
|||||
Depreciation and amortization
|
114.6
|
|
|
47.1
|
|
|
0.4
|
|
|
—
|
|
|
162.1
|
|
|
|
|
Three months ended March 31, 2017
|
|
|
||||||||||
(In millions)
|
Reserve Balance at December 31, 2016
|
|
Charges Incurred
|
|
Payments
|
|
Reserve Balance at March 31, 2017
|
||||||||
Transportation
|
|
|
|
|
|
|
|
||||||||
Facilities
|
$
|
1.4
|
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.4
|
|
Severance
|
5.8
|
|
|
1.6
|
|
|
(2.0
|
)
|
|
5.4
|
|
||||
Total
|
7.2
|
|
|
1.8
|
|
|
(2.2
|
)
|
|
6.8
|
|
||||
Logistics
|
|
|
|
|
|
|
|
||||||||
Contract termination
|
0.7
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.6
|
|
||||
Facilities
|
0.5
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.3
|
|
||||
Severance
|
16.1
|
|
|
1.8
|
|
|
(3.2
|
)
|
|
14.7
|
|
||||
Total
|
17.3
|
|
|
1.8
|
|
|
(3.5
|
)
|
|
15.6
|
|
||||
Corporate
|
|
|
|
|
|
|
|
||||||||
Contract termination
|
0.3
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
||||
Severance
|
0.4
|
|
|
1.0
|
|
|
(0.6
|
)
|
|
0.8
|
|
||||
Total
|
0.7
|
|
|
1.0
|
|
|
(0.8
|
)
|
|
0.9
|
|
||||
Total
|
$
|
25.2
|
|
|
$
|
4.6
|
|
|
$
|
(6.5
|
)
|
|
$
|
23.3
|
|
•
|
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
|
•
|
Level 3 - Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation
|
|
Recognized in Accumulated Other Comprehensive Income (Loss)
|
|
Recognized in Income (Loss) Before Income Tax Provision (Benefit)
|
||||||||||||
(In millions)
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Cross-currency swap agreements
|
$
|
(4.1
|
)
|
|
$
|
(32.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
0.5
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Foreign currency option and forward contracts
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
|
(2.4
|
)
|
||||
Nonderivatives designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated notes
|
0.6
|
|
|
(1.7
|
)
|
|
—
|
|
|
$
|
—
|
|
|||
Total
|
$
|
(3.0
|
)
|
|
$
|
(33.4
|
)
|
|
$
|
(10.2
|
)
|
|
$
|
(2.2
|
)
|
|
March 31, 2017
|
||||||||||||||
|
|
|
|
|
Fair Value
|
||||||||||
(In millions)
|
Principal Balance
|
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
||||||||
ABL facility
|
$
|
100.0
|
|
|
$
|
100.0
|
|
|
$
|
—
|
|
|
$
|
100.0
|
|
Senior notes due 2023
|
535.0
|
|
|
527.2
|
|
|
557.7
|
|
|
—
|
|
||||
Senior notes due 2022
|
1,600.0
|
|
|
1,580.7
|
|
|
1,677.0
|
|
|
—
|
|
||||
Senior notes due 2021
|
534.6
|
|
|
528.4
|
|
|
562.6
|
|
|
—
|
|
||||
Senior notes due 2018
|
265.8
|
|
|
266.8
|
|
|
272.5
|
|
|
—
|
|
||||
Term loan facility
|
1,494.0
|
|
|
1,448.8
|
|
|
—
|
|
|
1,503.8
|
|
||||
Senior debentures due 2034
|
300.0
|
|
|
201.3
|
|
|
278.9
|
|
|
—
|
|
||||
Convertible senior notes
|
49.4
|
|
|
47.8
|
|
|
144.0
|
|
|
—
|
|
||||
Euro private placement notes due 2020
|
12.8
|
|
|
13.9
|
|
|
—
|
|
|
13.2
|
|
||||
Asset financing
|
124.0
|
|
|
124.0
|
|
|
124.0
|
|
|
—
|
|
||||
Capital leases for equipment
|
107.0
|
|
|
107.0
|
|
|
—
|
|
|
107.0
|
|
||||
Total debt
|
$
|
5,122.6
|
|
|
$
|
4,945.9
|
|
|
$
|
3,616.7
|
|
|
$
|
1,724.0
|
|
Current maturities of long-term debt
|
$
|
136.6
|
|
|
$
|
135.0
|
|
|
|
|
|
||||
Long-term debt
|
$
|
4,986.0
|
|
|
$
|
4,810.9
|
|
|
|
|
|
|
December 31, 2016
|
||||||||||||||
|
|
|
|
|
Fair Value
|
||||||||||
(In millions)
|
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
|
|
|
—
|
|
||||
Senior notes due 2021
|
527.1
|
|
|
520.7
|
|
|
546.0
|
|
|
—
|
|
||||
Senior notes due 2018
|
265.8
|
|
|
267.1
|
|
|
274.0
|
|
|
—
|
|
||||
Term loan facility
|
1,481.9
|
|
|
1,439.2
|
|
|
—
|
|
|
1,507.1
|
|
||||
Senior debentures due 2034
|
300.0
|
|
|
200.8
|
|
|
241.6
|
|
|
—
|
|
||||
Convertible senior notes
|
49.4
|
|
|
47.1
|
|
|
129.8
|
|
|
—
|
|
||||
Euro private placement notes due 2020
|
12.6
|
|
|
13.7
|
|
|
—
|
|
|
14.0
|
|
||||
Asset financing
|
145.0
|
|
|
145.0
|
|
|
145.0
|
|
|
—
|
|
||||
Capital leases for equipment
|
97.4
|
|
|
97.4
|
|
|
—
|
|
|
97.4
|
|
||||
Total debt
|
$
|
5,044.2
|
|
|
$
|
4,868.0
|
|
|
$
|
3,586.2
|
|
|
$
|
1,648.5
|
|
Current maturities of long-term debt
|
$
|
138.9
|
|
|
$
|
136.5
|
|
|
|
|
|
||||
Long-term debt
|
$
|
4,905.3
|
|
|
$
|
4,731.5
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions, except per share data)
|
2017
|
|
2016
|
||||
Basic earnings (loss) per common share
|
|
|
|
||||
Net income (loss) attributable to XPO
|
$
|
21.3
|
|
|
$
|
(22.5
|
)
|
Cumulative preferred dividends
|
(0.7
|
)
|
|
(0.7
|
)
|
||
Non-cash allocation of undistributed earnings
|
(1.1
|
)
|
|
—
|
|
||
Net income (loss) allocable to common shares, basic
|
$
|
19.5
|
|
|
$
|
(23.2
|
)
|
|
|
|
|
||||
Basic weighted-average common shares
|
111.4
|
|
|
109.6
|
|
||
Basic earnings (loss) per share
|
$
|
0.18
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
||||
Diluted earnings (loss) per common share
|
|
|
|
||||
Net income (loss) allocable to common shares, basic
|
$
|
19.5
|
|
|
$
|
(23.2
|
)
|
Interest from Convertible Senior Notes
|
0.3
|
|
|
—
|
|
||
Net income (loss) allocable to common shares, diluted
|
$
|
19.8
|
|
|
$
|
(23.2
|
)
|
|
|
|
|
||||
Basic weighted-average common shares
|
111.4
|
|
|
109.6
|
|
||
Dilutive effect of non-participating stock-based awards and Convertible Senior Notes
|
13.0
|
|
|
—
|
|
||
Diluted weighted-average common shares
|
124.4
|
|
|
109.6
|
|
||
|
|
|
|
||||
Diluted earnings (loss) per share
|
$
|
0.16
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
||||
Potential common shares excluded
|
10.3
|
|
|
—
|
|
|
Three Months Ended March 31,
|
|
Percent of Revenue
|
|
Change
|
|||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Revenue
|
$
|
3,539.5
|
|
|
$
|
3,545.7
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(0.2
|
)%
|
Cost of transportation and services
|
1,887.3
|
|
|
1,945.1
|
|
|
53.3
|
%
|
|
54.9
|
%
|
|
(3.0
|
)%
|
||
Direct operating expense
|
1,137.7
|
|
|
1,106.2
|
|
|
32.1
|
%
|
|
31.2
|
%
|
|
2.8
|
%
|
||
SG&A expense
|
400.9
|
|
|
432.0
|
|
|
11.3
|
%
|
|
12.2
|
%
|
|
(7.2
|
)%
|
||
Operating income
|
113.6
|
|
|
62.4
|
|
|
3.2
|
%
|
|
1.8
|
%
|
|
82.1
|
%
|
||
Other expense (income)
|
3.3
|
|
|
(1.2
|
)
|
|
0.1
|
%
|
|
—
|
%
|
|
375.0
|
%
|
||
Foreign currency loss
|
10.6
|
|
|
5.5
|
|
|
0.3
|
%
|
|
0.2
|
%
|
|
92.7
|
%
|
||
Debt extinguishment loss
|
9.0
|
|
|
—
|
|
|
0.3
|
%
|
|
—
|
%
|
|
100.0
|
%
|
||
Interest expense
|
75.6
|
|
|
93.1
|
|
|
2.1
|
%
|
|
2.6
|
%
|
|
(18.8
|
)%
|
||
Income (loss) before income tax benefit
|
15.1
|
|
|
(35.0
|
)
|
|
0.4
|
%
|
|
(1.0
|
)%
|
|
143.1
|
%
|
||
Income tax benefit
|
(9.8
|
)
|
|
(15.7
|
)
|
|
(0.3
|
)%
|
|
(0.4
|
)%
|
|
(37.6
|
)%
|
||
Net income (loss)
|
$
|
24.9
|
|
|
$
|
(19.3
|
)
|
|
0.7
|
%
|
|
(0.5
|
)%
|
|
229.0
|
%
|
|
Three Months Ended March 31,
|
|
Percent of Revenue
|
|
Change
|
|||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Revenue
|
$
|
2,277.2
|
|
|
$
|
2,297.4
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(0.9
|
)%
|
Cost of transportation and services
|
1,641.2
|
|
|
1,647.1
|
|
|
72.1
|
%
|
|
71.7
|
%
|
|
(0.4
|
)%
|
||
Direct operating expense
|
290.4
|
|
|
312.4
|
|
|
12.8
|
%
|
|
13.6
|
%
|
|
(7.0
|
)%
|
||
SG&A expense
|
|
|
|
|
|
|
|
|
|
|||||||
Salaries & benefits
|
130.2
|
|
|
147.3
|
|
|
5.7
|
%
|
|
6.4
|
%
|
|
(11.6
|
)%
|
||
Other SG&A expense
|
42.1
|
|
|
37.0
|
|
|
1.8
|
%
|
|
1.6
|
%
|
|
13.8
|
%
|
||
Purchased services
|
32.1
|
|
|
39.9
|
|
|
1.4
|
%
|
|
1.7
|
%
|
|
(19.5
|
)%
|
||
Depreciation & amortization
|
40.4
|
|
|
38.3
|
|
|
1.8
|
%
|
|
1.7
|
%
|
|
5.5
|
%
|
||
Total SG&A expense
|
244.8
|
|
|
262.5
|
|
|
10.8
|
%
|
|
11.4
|
%
|
|
(6.7
|
)%
|
||
Operating income
|
$
|
100.8
|
|
|
$
|
75.4
|
|
|
4.4
|
%
|
|
3.3
|
%
|
|
33.7
|
%
|
|
Three Months Ended March 31,
|
|
Percent of Revenue
|
|
Change
|
|||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Revenue
|
$
|
1,300.1
|
|
|
$
|
1,260.7
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
3.1
|
%
|
Cost of transportation and services
|
282.5
|
|
|
310.2
|
|
|
21.7
|
%
|
|
24.6
|
%
|
|
(8.9
|
)%
|
||
Direct operating expense
|
854.6
|
|
|
793.8
|
|
|
65.7
|
%
|
|
63.0
|
%
|
|
7.7
|
%
|
||
SG&A expense
|
|
|
|
|
|
|
|
|
|
|||||||
Salaries & benefits
|
60.2
|
|
|
69.2
|
|
|
4.6
|
%
|
|
5.5
|
%
|
|
(13.0
|
)%
|
||
Other SG&A expense
|
16.5
|
|
|
12.2
|
|
|
1.3
|
%
|
|
1.0
|
%
|
|
35.2
|
%
|
||
Purchased services
|
18.5
|
|
|
21.7
|
|
|
1.4
|
%
|
|
1.7
|
%
|
|
(14.7
|
)%
|
||
Depreciation & amortization
|
20.6
|
|
|
21.7
|
|
|
1.6
|
%
|
|
1.7
|
%
|
|
(5.1
|
)%
|
||
Total SG&A expense
|
115.8
|
|
|
124.8
|
|
|
8.9
|
%
|
|
9.9
|
%
|
|
(7.2
|
)%
|
||
Operating income
|
$
|
47.2
|
|
|
$
|
31.9
|
|
|
3.6
|
%
|
|
2.5
|
%
|
|
48.0
|
%
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Amendment to the 2
nd
Amended and Restated Bylaws of XPO Logistics, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2017)
|
|
|
|
10.1
|
|
Refinancing Amendment (Amendment No. 2 to Credit Agreement), dated as of March 10, 2017, 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 herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2017)
|
|
|
|
10.2*
|
|
Separation Agreement between the Company and Gordon E. Devens dated January 27, 2017
|
|
|
|
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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017
|
|
|
|
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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017
|
|
|
|
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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017
|
|
|
|
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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith.
|
|
|
**
|
Furnished herewith.
|
|
XPO Logistics, Inc.
|
|
|
By:
|
/s/ Bradley S. Jacobs
|
|
Bradley S. Jacobs
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
By:
|
/s/ John J. Hardig
|
|
John J. Hardig
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
/s/ Bradley S. Jacobs
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ John J. Hardig
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
|
|
By:
|
|
/s/ Bradley S. Jacobs
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
By:
|
|
/s/ John J. Hardig
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|