What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-12 compared with 2020-02-10 · 53 added, 29 removed, 31 unchanged (73% of the section changed)

3 unchanged sentences

We have never paid, and have no immediate plans to pay, cash dividends on our common stock.

If the Logistics segment spin-off is completed, it will likely be executed through the payment of a dividend of shares of common stock of the new company to XPO stockholders.

Stock Performance Graph

The graph below compares the cumulative five-year total return of holders of our common stock with the cumulative total returns, including reinvestment of any dividends, of the Russell MidCap index, the Dow Jones Transportation Average index and the S&P 400 MidCap index.

SEC rules require that if an index is selected that is different from the index used in the immediately preceding fiscal year, the total return must be compared with both the newly selected index and the index used in the immediately preceding year.

The graph in our 2018 Annual Report on Form 10-K included a comparison of our common stock with the Dow Jones Transportation Average index and the Russell MidCap index.

However, we believe that the S&P 400 Midcap index, which includes XPO, is more appropriate than the Russell Midcap index, because the S&P 400 Midcap generally encompasses companies with market capitalizations that are more comparable to XPO.

Consequently, we have included both the Russell MidCap and the S&P 400 Midcap indices in the graph.

The graph below compares the cumulative five-year total return of holders of our common stock with the cumulative total returns, including reinvestment of any dividends, of the Dow Jones Transportation Average index and the S&P 400 MidCap index.

The graph tracks the performance of a $100 investment in our common stock and in each index from December 31, 2015 to December 31, 2020.

12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20

XPO Logistics, Inc.

Russell Midcap

$ 100.00 $ 158.39 $ 336.11 $ 209.32 $ 292.48 $ 437.43

Dow Jones Transportation Average $ 100.00 $ 122.32 $ 145.59 $ 127.65 $ 154.24 $ 179.72

1 unchanged sentence

Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended December 31, 2020, we issued 19,962 unregistered shares of our common stock as a result of the cashless exercise of warrants by a certain shareholder.

The issuance of these shares was exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering.

In December 2020, following approvals by a disinterested special committee of our Board of Directors and the Audit Committee to the extent required by our policy on related party transactions, we entered into separate exchange agreements with certain holders of our preferred stock and warrants, including some of our directors and officers, pursuant to which (i) holders of our preferred stock exchanged their preferred shares for a combination of (x) our common stock, based on the number of shares of common stock into which our preferred stock was then convertible;

and (y) a lump-sum cash payment that represented an approximation of the net present value of the future dividends required by the terms of our preferred stock to be paid by us;

and (ii) holders of our warrants exchanged their warrants for the number of shares of our common stock that was equal to the number of shares of common stock that such holder would be entitled to receive upon an exercise of the warrants less the number of shares of our common stock that had an approximate value equal to the exercise price of the warrants, based on the formula set forth in the exchange agreements.

We issued an aggregate of 266,590 unregistered shares of our common stock in connection with the warrant exchanges, and an aggregate of 9,920,709 unregistered shares of our common stock in connection with the preferred exchanges.

We also agreed to issue, subject to the satisfaction of customary closing conditions, an aggregate of 9,071,162 unregistered shares of our common stock as part of these warrant exchanges.

The exchange transactions were made to simplify our equity capital structure, including in contemplation of our previously announced plan to pursue a spin-off of our Logistics segment.

The Company also issued unregistered shares of our common stock during the first quarter of 2020 as previously disclosed in its Quarterly Report on Form 10-Q.

SELECTED FINANCIAL DATA

The following tables set forth our selected historical and quarterly consolidated financial data.

During 2015, we acquired Con-way Inc.

and Norbert Dentressangle, and have included the results of operations of the acquired businesses from the date of acquisition.

Additionally, we divested our North American Truckload operation in the fourth quarter of 2016.

As a result, our period to period results of operations vary depending on the dates and sizes of these acquisitions and divestitures.

Accordingly, this selected financial data is not necessarily comparable or indicative of our future results.

This financial data should be read together with our Consolidated Financial Statements and related notes, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and other financial data appearing elsewhere in this Annual Report.

1 unchanged sentence

(In millions, except per share data) 2020 (1)

2019 2018 2017 2016 (2)

Operating Results:

Operating income (loss) (1)

Income (loss) before income taxes

Net income (loss) (2)

Net income (loss) attributable to common shareholders (3)

Revenue $ 16,252 $ 16,648 $ 17,279 $ 15,381 $ 14,619

Operating income (3)

391 821 704 582 464

Income before income taxes 148 569 566 261 107

Net income (4)

117 440 444 360 85

Net income attributable to common

shareholders (5)

79 379 390 312 63

Per Share Data:

Basic earnings (loss) per share

Diluted earnings (loss) per share

Basic earnings per share $ 0.87 $ 3.95 $ 3.17 $ 2.72 $ 0.57

Diluted earnings per share 0.78 3.57 2.88 2.45 0.53

Financial Position:

Total assets (6)

$ 16,169 $ 14,128 $ 12,270 $ 12,602 $ 11,698

Long-term debt, less current portion 5,369 5,182 3,902 4,418 4,732

Preferred stock (7)

1 41 41 41 42

Total equity 2,849 2,896 3,970 4,010 3,038

(1) Our 2020 results were significantly impacted by the COVID-19 pandemic.

(2) During the fourth quarter of 2016, we divested our North American Truckload operations.

(3) Operating income for 2017 and 2016 reflects the retrospective effects from the January 1, 2018 adoption of Accounting Standard Update (“ASU”) 2017-07, Compensation - Retirement Benefits (Topic 715):

“Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.”

Our net income for 2017 included a $173 million benefit related to the revaluation of our net deferred tax liabilities as a result of the Tax Cuts and Jobs Act (the “Tax Act”).

Net loss attributable to common shareholders for the year ended December 31, 2015 reflects beneficial conversion charges of $52 million on Series C Preferred Stock that were recorded as deemed distributions during the third quarter of 2015.

(4) Net income for 2017 included a $173 million benefit related to the revaluation of our net deferred tax liabilities as a result of the Tax Cuts and Jobs Act (the “Tax Act”).

(5) Net income attributable to common shareholders for the year ended December 31, 2020 reflects a preferred stock conversion charge of $22 million.

See Note 14—Stockholders’ Equity to the Consolidated Financial Statements for more information.

(6) Total assets for 2019 reflects the January 1, 2019 adoption of ASU 2016-02, Leases (Topic 842).

(7) In December 2020, we entered into agreements with some holders of our preferred stock to facilitate the exchange of their preferred stock holdings into our common stock.

See Note 14—Stockholders’ Equity to the Consolidated Financial Statements for more information.

Our unaudited results of operations for each of the quarters in the years ended December 31, 2020 and 2019 are summarized below:

(In millions, except per share data)

First Quarter

Second Quarter

Third Quarter

Fourth Quarter (2) (3)

Operating income

Net income attributable to common shareholders (1)

Basic earnings per share (1)

Diluted earnings per share (1)

(In millions, except per share data) First

Quarter Second Quarter Third Quarter Fourth Quarter (2) (3) (4)

Revenue $ 3,864 $ 3,502 $ 4,221 $ 4,665

Operating income (loss) 81 (141) 223 228

Net income (loss) 25 (134) 98 128

Net income (loss) attributable to common shareholders (1)

21 (132) 84 93

Basic earnings (loss) per share (1)

0.23 (1.45) 0.93 1.01

Diluted earnings (loss) per share (1)

0.20 (1.45) 0.83 0.91

Revenue $ 4,120 $ 4,238 $ 4,154 $ 4,136

Operating income 132 258 229 202

Net income 52 145 136 107

Net income attributable to common shareholders (1)

43 122 117 96

Basic earnings per share (1)

0.40 1.32 1.27 1.04

Diluted earnings per share (1)

0.37 1.19 1.14 0.93

(1) The sum of the quarterly Net income attributable to common shareholders and earnings per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective periods and the impact of the two-class method of calculating earnings per share.

(2) The fourth quarter of 2020 included a restructuring charge of $3 million and gains on sales of property and equipment of $21 million.

The fourth quarter of 2018 included a litigation charge of $26 million , a gain on the sale of an equity investment of $24 million and a restructuring charge of $19 million .

(3) The fourth quarter of 2020 included a $22 million, or $0.22 per diluted share, preferred stock conversion charge that reduced income attributable to common shareholders for earnings per share purposes, but did not affect net income, associated with the December 2020 conversion of our preferred stock.

(4) The fourth quarter of 2019 included a restructuring charge of $21 million and gains on sales of property and equipment of $37 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity