XPO, Inc. 10-Q

Item 1. Financial Statements. XPO Logistics, Inc. Condensed Consolidated Balance Sheets (Unaudited) September 30, December 31, (In millions, except per share data) 2021 2020 ASSETS Current assets Cash and cash equivalents $ 254 $ 1,731 Accounts receivable, net of allowances of $ 47 and $ 46 , respectively 1,987 1,680 Other current assets 284 303 Current assets of discontinued operations 25 1,664 Total current assets 2,550 5,378 Long-term assets Property and equipment, net of $ 1,765 and $ 1,646 in accumulated depreciation, respectively 1,821 1,891 Operating lease assets 829 844 Goodwill 2,493 2,536 Identifiable intangible assets, net of $ 598 and $ 536 in accumulated amortization, respectively 603 675 Other long-term assets 237 187 Long-term assets of discontinued operations — 4,666 Total long-term assets 5,983 10,799 Total assets $ 8,533 $ 16,177 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 963 $ 854 Accrued expenses 1,199 1,044 Short-term borrowings and current maturities of long-term debt 56 1,281 Short-term operating lease liabilities 153 152 Other current liabilities 132 102 Current liabilities of discontinued operations 24 1,728 Total current liabilities 2,527 5,161 Long-term liabilities Long-term debt 3,515 5,240 Deferred tax liability 306 286 Employee benefit obligations 126 131 Long-term operating lease liabilities 677 696 Other long-term liabilities 366 384 Long-term liabilities of discontinued operations — 1,430 Total long-term liabilities 4,990 8,167 Stockholders’ equity Convertible perpetual preferred stock, $ 0.001 par value; 10 shares authorized; — and 0.001 of Series A shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively — 1 Common stock, $ 0.001 par value; 300 shares authorized; 115 and 102 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively — — Additional paid-in capital 1,174 1,998 Retained earnings (accumulated deficit) ( 79 ) 868 Accumulated other comprehensive loss ( 79 ) ( 158 ) Total stockholders’ equity before noncontrolling interests 1,016 2,709 Noncontrolling interests — 140 Total equity 1,016 2,849 Total liabilities and equity $ 8,533 $ 16,177 See accompanying notes to condensed consolidated financial statements. 1 Table of Contents XPO Logistics, Inc. Condensed Consolidated Statements of Income (Loss) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2021 2020 2021 2020 Revenue $ 3,270 $ 2,675 $ 9,445 $ 7,261 Cost of transportation and services 2,306 1,814 6,545 4,919 Direct operating expense 366 310 1,058 904 Sales, general and administrative expense 339 294 1,001 915 Depreciation and amortization expense 118 119 357 351 Transaction and integration costs 15 — 26 66 Restructuring costs 14 — 16 31 Operating income 112 138 442 75 Other income ( 15 ) ( 12 ) ( 43 ) ( 31 ) Foreign currency (gain) loss ( 4 ) 1 ( 2 ) ( 5 ) Debt extinguishment loss 46 — 54 — Interest expense 53 81 176 226 Income (loss) from continuing operations before income tax provision (benefit) 32 68 257 ( 115 ) Income tax provision (benefit) 11 31 60 ( 36 ) Income (loss) from continuing operations 21 37 197 ( 79 ) Income (loss) from discontinued operations, net of taxes ( 78 ) 61 22 68 Net income (loss) ( 57 ) 98 219 ( 11 ) Net loss from continuing operations attributable to noncontrolling interests — — — 3 Net income from discontinued operations attributable to noncontrolling interests — ( 5 ) ( 5 ) ( 7 ) Net income (loss) attributable to XPO $ ( 57 ) $ 93 $ 214 $ ( 15 ) Net income (loss) attributable to common shareholders Continuing operations $ 21 $ 28 $ 197 $ ( 78 ) Discontinued operations ( 78 ) 56 17 61 Net income (loss) attributable to common shareholders $ ( 57 ) $ 84 $ 214 $ ( 17 ) Earnings (loss) per share data Basic earnings (loss) per share from continuing operations $ 0.19 $ 0.30 $ 1.78 $ ( 0.86 ) Basic earnings (loss) per share from discontinued operations ( 0.69 ) 0.63 0.15 0.68 Basic earnings (loss) per share attributable to common shareholders $ ( 0.50 ) $ 0.93 $ 1.93 $ ( 0.18 ) Diluted earnings (loss) per share from continuing operations $ 0.19 $ 0.27 $ 1.73 $ ( 0.86 ) Diluted earnings (loss) per share from discontinued operations ( 0.68 ) 0.56 0.14 0.68 Diluted earnings (loss) per share attributable to common shareholders $ ( 0.49 ) $ 0.83 $ 1.87 $ ( 0.18 ) Weighted-average common shares outstanding Basic weighted-average common shares outstanding 115 91 111 91 Diluted weighted-average common shares outstanding 116 102 114 91 See accompanying notes to condensed consolidated financial statements. 2 Table of Contents XPO Logistics, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Net income (loss) $ ( 57 ) $ 98 $ 219 $ ( 11 ) Other comprehensive income (loss), net of tax Foreign currency translation gain (loss), net of tax effect of $ 7 , $ 13 , $ 4 and $ 6 $ ( 47 ) $ 71 $ ( 74 ) $ 27 Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $ 1 , $ — , $ 1 and $ — ( 3 ) ( 1 ) ( 3 ) ( 1 ) Defined benefit plans adjustments, net of tax effect of $( 9 ), $( 1 ), $( 9 ) and $ 1 28 ( 2 ) 28 ( 7 ) Other comprehensive income (loss) ( 22 ) 68 ( 49 ) 19 Comprehensive income (loss) $ ( 79 ) $ 166 $ 170 $ 8 Less: Comprehensive income attributable to noncontrolling interests — 10 3 7 Comprehensive income (loss) attributable to XPO $ ( 79 ) $ 156 $ 167 $ 1 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents XPO Logistics, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, (In millions) 2021 2020 Cash flows from operating activities of continuing operations Net income (loss) $ 219 $ ( 11 ) Income from discontinued operations, net of taxes 22 68 Income (loss) from continuing operations 197 ( 79 ) Adjustments to reconcile net income (loss) from continuing operations to net cash from operating activities Depreciation, amortization and net lease activity 357 351 Stock compensation expense 29 36 Accretion of debt 15 14 Deferred tax (benefit) expense 5 12 Debt extinguishment loss 54 — Unrealized (gain) loss on foreign currency option and forward contracts 1 ( 1 ) Gains on sales of property and equipment ( 36 ) ( 67 ) Other 4 45 Changes in assets and liabilities Accounts receivable ( 371 ) ( 165 ) Other assets ( 1 ) ( 54 ) Accounts payable 133 ( 29 ) Accrued expenses and other liabilities 171 229 Net cash provided by operating activities from continuing operations 558 292 Cash flows from investing activities of continuing operations Payment for purchases of property and equipment ( 212 ) ( 220 ) Proceeds from sale of property and equipment 72 137 Other ( 3 ) 5 Net cash used in investing activities from continuing operations ( 143 ) ( 78 ) Cash flows from financing activities of continuing operations Proceeds from issuance of debt — 1,155 Proceeds from (repayment of) borrowings related to securitization program ( 24 ) 25 Repurchase of debt ( 2,769 ) — Proceeds from borrowings on ABL facility — 820 Repayment of borrowings on ABL facility ( 200 ) ( 620 ) Repayment of debt and finance leases ( 63 ) ( 50 ) Payment for debt issuance costs ( 5 ) ( 21 ) Purchase of noncontrolling interests — — Issuance (repurchase) of common stock 384 ( 114 ) Change in bank overdrafts 33 19 Payment for tax withholdings for restricted shares ( 25 ) ( 21 ) Distribution from GXO 794 — Other ( 5 ) 2 Net cash provided by (used in) financing activities from continuing operations ( 1,880 ) 1,195 4 Table of Contents Nine Months Ended September 30, (In millions) 2021 2020 Cash flows from discontinued operations Operating activities of discontinued operations 68 398 Investing activities of discontinued operations ( 95 ) ( 145 ) Financing activities of discontinued operations ( 302 ) ( 12 ) Net cash provided by (used in) discontinued operations ( 329 ) 241 Effect of exchange rates on cash, cash equivalents and restricted cash ( 7 ) ( 2 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 1,801 ) 1,648 Cash, cash equivalents and restricted cash, beginning of period 2,065 387 Cash, cash equivalents and restricted cash, end of period 264 2,035 Less: Cash, cash equivalents and restricted cash of discontinued operations, end of period — 404 Cash, cash equivalents and restricted cash of discontinued operations, end of period $ 264 $ 1,631 Supplemental disclosure of cash flow information Leased assets obtained in exchange for new operating lease liabilities $ 140 $ 188 Leased assets obtained in exchange for new finance lease liabilities 54 9 Cash paid for interest 195 209 Cash paid for income taxes 74 3 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents XPO Logistics, Inc. Condensed Consolidated Statements of Changes in Equity (Unaudited) Series A Preferred Stock Common Stock (Shares in thousands, dollars in millions) Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total XPO Stockholders' Equity Non-controlling Interests Total Equity Balance as of June 30, 2021 — $ — 111,726 $ — $ 1,971 $ 1,139 $ ( 183 ) $ 2,927 $ 40 $ 2,967 Net loss — — — — — ( 57 ) — ( 57 ) — ( 57 ) Other comprehensive loss — — — — — — ( 22 ) ( 22 ) — ( 22 ) Spin-off of GXO — — — — ( 1,199 ) ( 1,161 ) 126 ( 2,234 ) ( 40 ) ( 2,274 ) Exercise and vesting of stock compensation awards — — 72 — 2 — — 2 — 2 Tax withholdings related to vesting of stock compensation awards — — — — ( 3 ) — — ( 3 ) — ( 3 ) Issuance of common stock — — 2,875 — 384 — — 384 — 384 Stock compensation expense — — — — 19 — — 19 — 19 Balance as of September 30, 2021 — $ — 114,673 $ — $ 1,174 $ ( 79 ) $ ( 79 ) $ 1,016 $ — $ 1,016 Series A Preferred Stock Common Stock (Shares in thousands, dollars in millions) Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total XPO Stockholders' Equity Non-controlling Interests Total Equity Balance as of December 31, 2020 1 $ 1 102,052 $ — $ 1,998 $ 868 $ ( 158 ) $ 2,709 $ 140 $ 2,849 Net income — — — — — 214 — 214 5 219 Other comprehensive loss — — — — — — ( 47 ) ( 47 ) ( 2 ) ( 49 ) Spin-off of GXO — — — — ( 1,199 ) ( 1,161 ) 126 ( 2,234 ) ( 40 ) ( 2,274 ) Exercise and vesting of stock compensation awards — — 386 — 2 — — 2 — 2 Tax withholdings related to vesting of stock compensation awards — — — — ( 25 ) — — ( 25 ) — ( 25 ) Issuance of common stock — — 2,875 — 384 — — 384 — 384 Conversion of preferred stock to common stock ( 1 ) ( 1 ) 145 — 1 — — — — — Purchase of noncontrolling interests — — — — ( 34 ) — — ( 34 ) ( 100 ) ( 134 ) Dividend declared — — — — — — — — ( 3 ) ( 3 ) Exercise of warrants — — 9,215 — — — — — — — Stock compensation expense — — — — 44 — — 44 — 44 Other — — — — 3 — — 3 — 3 Balance as of September 30, 2021 — $ — 114,673 $ — $ 1,174 $ ( 79 ) $ ( 79 ) $ 1,016 $ — $ 1,016 6 Table of Contents XPO Logistics, Inc. Condensed Consolidated Statements of Changes in Equity (continued) (Unaudited) Series A Preferred Stock Common Stock (Shares in thousands, dollars in millions) Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total XPO Stockholders' Equity Non-controlling Interests Total Equity Balance as of June 30, 2020 72 $ 41 91,322 $ — $ 1,963 $ 672 $ ( 192 ) $ 2,484 $ 150 $ 2,634 Net income — — — — — 93 — 93 5 98 Other comprehensive income — — — — — — 63 63 5 68 Exercise and vesting of stock compensation awards — — 39 — — — — — — — Tax withholdings related to vesting of stock compensation awards — — — — ( 3 ) — — ( 3 ) — ( 3 ) Purchase of noncontrolling interests — — — — ( 1 ) — — ( 1 ) ( 20 ) ( 21 ) Dividend declared — — — — — — — — ( 4 ) ( 4 ) Stock compensation expense — — — — 10 — — 10 — 10 Other — — — — 2 1 — 3 — 3 Balance as of September 30, 2020 72 $ 41 91,361 $ — $ 1,971 $ 766 $ ( 129 ) $ 2,649 $ 136 $ 2,785 Series A Preferred Stock Common Stock (Shares in thousands, dollars in millions) Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total XPO Stockholders' Equity Non-controlling Interests Total Equity Balance as of December 31, 2019 72 $ 41 92,342 $ — $ 2,061 $ 786 $ ( 145 ) $ 2,743 $ 153 $ 2,896 Net income (loss) — — — — — ( 15 ) — ( 15 ) 4 ( 11 ) Other comprehensive income — — — — — — 16 16 3 19 Exercise and vesting of stock compensation awards — — 672 — — — — — — — Tax withholdings related to vesting of stock compensation awards — — — — ( 21 ) — — ( 21 ) — ( 21 ) Purchase of noncontrolling interests — — — — ( 1 ) — — ( 1 ) ( 20 ) ( 21 ) Retirement of common stock — — ( 1,715 ) — ( 114 ) — — ( 114 ) — ( 114 ) Dividend declared — — — — — ( 2 ) — ( 2 ) ( 4 ) ( 6 ) Stock compensation expense — — — — 42 — — 42 — 42 Adoption of new accounting standard and other — — 62 — 4 ( 3 ) — 1 — 1 Balance as of September 30, 2020 72 $ 41 91,361 $ — $ 1,971 $ 766 $ ( 129 ) $ 2,649 $ 136 $ 2,785 See accompanying notes to condensed consolidated financial statements. 7 Table of Contents XPO Logistics, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization, Description of Business and Basis of Presentation XPO Logistics, Inc., together with its subsidiaries (“XPO” or “we”), is a leading provider of freight transportation services, primarily less-than-truckload (“LTL”) and truck brokerage services. We use our proprietary technology to move goods efficiently through our customers’ supply chains. See Note 3—Segment Reporting for additional information on our operations. On August 2, 2021, we completed the previously announced spin-off of our Logistics segment in a transaction intended to qualify as tax-free to our stockholders for U.S. federal income tax purposes, which was accomplished by the distribution of 100 % of the outstanding common stock of GXO Logistics, Inc. (“GXO”) to XPO stockholders. XPO stockholders received one share of GXO common stock for every share of XPO common stock held at the close of business on July 23, 2021, the record date for the distribution. XPO does not beneficially own any shares of GXO’s common stock following the spin-off. GXO is an independent public company trading under the symbol “GXO” on the New York Stock Exchange. The historical results of operations and the financial position of our Logistics segment for periods prior to the spin-off are presented as discontinued operations in these Condensed Consolidated Financial Statements. For information on our discontinued operations, see Note 2—Discontinued Operations. We prepared our Condensed Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and on the same basis as the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). The interim reporting requirements of Form 10-Q allow certain information and note disclosures normally included in annual consolidated financial statements to be condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the 2020 Form 10-K. The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of the financial condition, operating results and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Reclassifications Following the spin-off, we adopted a new format for our Condensed Consolidated Statements of Income (Loss) to separately present depreciation and amortization expense, transaction and integration costs and restructuring costs from other operating expenses. We have recast prior period amounts to conform to the current period’s presentation. Restricted Cash As of September 30, 2021 and December 31, 2020, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $ 10 million and $ 11 million, respectively. Trade Receivables Securitization and Factoring Programs We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program described below. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. Our European business participates in a trade receivables securitization program co-arranged by two European banks (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO sells trade receivables that originate with wholly-owned subsidiaries in the United Kingdom and France to unaffiliated 8 Table of Contents entities managed by the Purchasers. The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities. The program expires in July 2024. We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Condensed Consolidated Balance Sheets at the date of transfer. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Condensed Consolidated Balance Sheets. We had no such borrowings outstanding as of September 30, 2021 and had borrowings of € 20 million ($ 24 million) as of December 31, 2020. See Note 7—Debt for additional information on these borrowings. The maximum amount of net cash proceeds available at any one time under the securitization program, inclusive of any unsecured borrowings, is € 200 million (approximately $ 232 million as of September 30, 2021). Prior to July 2021, when the securitization program was amended in connection with the spin-off, the maximum amount available was € 400 million. As of September 30, 2021, € 19 million (approximately $ 22 million) was available under the program, subject to having sufficient receivables available to sell and with consideration to amounts previously purchased. The weighted average interest rate was 0.59 % as of September 30, 2021. Charges for commitment fees, which are based on a percentage of available amounts, and charges for administrative fees were not material to our results of operations for the three and nine months ended September 30, 2021 and 2020. Information related to the trade receivables sold was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Securitization programs Receivables sold in period $ 504 $ 355 $ 1,259 $ 1,008 Cash consideration 504 355 1,259 1,008 Factoring programs Receivables sold in period 17 17 46 58 Cash consideration 17 16 46 57 Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are: • 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. We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of September 30, 2021 and December 31, 2020 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and a cash deposit for securitization program. For information on the fair value hierarchy of our derivative instruments, see Note 6—Derivative Instruments and for information on financial liabilities, see Note 7—Debt. 9 Table of Contents The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 September 30, 2021 $ 159 $ 159 $ 159 December 31, 2020 1,685 1,685 1,685 The decrease in cash equivalents from December 31, 2020 was primarily due to the redemption of our senior notes due 2023 and 2024 in the third quarter of 2021, the redemption of our senior notes due 2022 in January 2021, and the repayment of borrowings under our revolving loan credit agreement (the “ABL Facility”). For further information, see Note 7—Debt. Adoption of New Accounting Standard In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. We adopted this standard on January 1, 2021 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements. Accounting Pronouncement Issued but Not Yet Effective In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance through December 31, 2022. We are currently evaluating the impact of the new guidance. 2. Discontinued Operations As discussed above, on August 2, 2021, we completed the spin-off of our Logistics segment. In July 2021, GXO completed a debt offering and used the net proceeds to fund a cash payment from GXO to XPO of $ 794 million, which we used to repay a portion of our outstanding borrowings. For further information, see Note 7—Debt. During the three and nine months ended September 30, 2021, we incurred approximately $ 68 million and $ 111 million, respectively, of costs related to the spin-off, of which $ 57 million and $ 96 million, respectively, are reflected within income (loss) from discontinued operations in our Condensed Consolidated Statements of Income (Loss). 10 Table of Contents The following table summarizes the assets and liabilities from discontinued operations of GXO: December 31, (In millions) 2020 Cash and cash equivalents $ 323 Accounts receivable, net 1,212 Other current assets 129 Total current assets of discontinued operations 1,664 Property and equipment, net 770 Operating lease assets 1,434 Goodwill 2,063 Identifiable intangible assets, net 299 Other long-term assets 100 Total long-term assets of discontinued operations 4,666 Accounts payable 408 Accrued expenses 770 Short-term borrowings and current finance lease liabilities 57 Short-term operating lease liabilities 332 Other current liabilities 161 Total current liabilities of discontinued operations 1,728 Long-term debt and finance lease liabilities 129 Deferred tax liability 85 Long-term operating lease liabilities 1,099 Other long-term liabilities 117 Total long-term liabilities of discontinued operations $ 1,430 Prior to the spin-off of GXO, the U.K. pension plan was sold to a GXO entity and GXO paid approximately £ 26 million (approximately $ 34 million) to XPO, which represented the value of the net assets at the date of the sale. In connection with this transaction, approximately $ 82 million of accumulated other comprehensive income, net of tax, was transferred to GXO. 11 Table of Contents The following table summarizes the financial results from discontinued operations of GXO: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 Revenue $ 651 $ 1,580 $ 4,350 $ 4,421 Direct operating expense 544 1,295 3,614 3,679 Sales, general and administrative expense 53 124 363 383 Depreciation and amortization expense 26 75 185 222 Transaction and other operating costs 59 2 101 49 Operating income (loss) ( 31 ) 84 87 88 Other income ( 4 ) ( 10 ) ( 27 ) ( 28 ) Interest expense 3 4 12 13 Income (loss) from discontinued operations before income tax provision ( 30 ) 90 102 103 Income tax provision 48 29 80 35 Net income (loss) from discontinued operations, net of taxes ( 78 ) 61 22 68 Net income from discontinued operations attributable to noncontrolling interests — ( 5 ) ( 5 ) ( 7 ) Net income (loss) from discontinued operations attributable to GXO $ ( 78 ) $ 56 $ 17 $ 61 In connection with the spin-off, we entered into a separation and distribution agreement as well as various other agreements with GXO that provide a framework for the relationships between the parties going forward, including, among others, an employee matters agreement, a tax matters agreement, an intellectual property license agreement and a transition services agreement, through which XPO will continue to provide certain services for a period of time specified in the applicable agreement to GXO following the spin-off. The impact of these services on the condensed consolidated financial statements was immaterial. Additionally, in accordance with these agreements, GXO has agreed to indemnify XPO for certain payments XPO makes with respect to certain self-insurance matters that were incurred by GXO prior to the spin-off and remain obligations of XPO. The receivable and reserve for these matters was approximately $ 25 million and $ 24 million, respectively, as of September 30, 2021. 3. Segment Reporting In connection with the spin-off of the logistics business, we revised our reportable segments to reflect how our chief operating decision maker (“CODM”) makes decisions related to resource allocation and segment performance. Prior to the spin-off, we had two reportable segments: Transportation and Logistics. Following the spin-off, we have two reportable segments: (i) North American LTL and (ii) Brokerage and Other Services. In our North American LTL segment we provide our customers with geographic density and day-definite regional, inter-regional and transcontinental LTL freight services. Our services include cross-border U.S. service to and from Mexico and Canada, as well as intra-Canada service. In our Brokerage and Other Services segment, shippers create the truckload demand and we place their freight with qualified carriers, pricing our service on either a spot or contract basis. Our Brokerage and Other Services segment also includes last mile logistics for heavy goods sold through e-commerce, omnichannel retail and direct-to-consumer channels. Several other non-core brokered freight transportation modes are included in our Brokerage and Other Services segment, as well as our European transportation offerings. 12 Table of Contents Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results. Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reporting segments. Our CODM regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM. We do not provide asset information by segment to the CODM. During the third quarter of 2021, our CODM began evaluating segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which we define as income (loss) from continuing operations before interest expense, income tax, depreciation and amortization expense, transaction and integration costs, restructuring costs and other adjustments. Prior to the change in our reporting segments in the third quarter of 2021, our CODM used operating income as the measure of segment profit (loss). Prior period segment disclosures have been recast to conform to the current period presentation. Selected financial data for our segments is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Revenue North American LTL $ 1,071 $ 933 $ 3,114 $ 2,623 Brokerage and Other Services 2,261 1,778 6,493 4,738 Eliminations ( 62 ) ( 36 ) ( 162 ) ( 100 ) Total $ 3,270 $ 2,675 $ 9,445 $ 7,261 Adjusted EBITDA North American LTL $ 222 $ 238 $ 694 $ 562 Brokerage and Other Services 131 90 386 159 Corporate ( 46 ) ( 60 ) ( 164 ) ( 163 ) Total adjusted EBITDA 307 268 916 558 Debt extinguishment loss 46 — 54 — Interest expense 53 81 176 226 Income tax provision (benefit) 11 31 60 ( 36 ) Depreciation and amortization expense 118 119 357 351 Unrealized (gain) loss on foreign currency option and forward contracts — — 1 ( 1 ) Litigation settlements 29 — 29 — Transaction and integration costs 15 — 26 66 Restructuring costs 14 — 16 31 Income (loss) from continuing operations $ 21 $ 37 $ 197 $ ( 79 ) Depreciation and amortization expense North American LTL $ 57 $ 55 $ 169 $ 169 Brokerage and Other Services 60 59 180 168 Corporate 1 5 8 14 Total $ 118 $ 119 $ 357 $ 351 13 Table of Contents 4. Revenue Recognition Disaggregation of Revenues We disaggregate our revenue by geographic area and service offering. Our revenue disaggregated by geographical area, based on sales office location, was as follows: Three Months Ended September 30, 2021 (In millions) North American LTL Brokerage and Other Services Eliminations Total Revenue United States $ 1,049 $ 1,384 $ ( 62 ) $ 2,371 North America (excluding United States) 22 73 — 95 France — 330 — 330 United Kingdom — 224 — 224 Europe (excluding France and United Kingdom) — 199 — 199 Other — 51 — 51 Total $ 1,071 $ 2,261 $ ( 62 ) $ 3,270 Three Months Ended September 30, 2020 (In millions) North American LTL Brokerage and Other Services Eliminations Total Revenue United States $ 913 $ 1,026 $ ( 36 ) $ 1,903 North America (excluding United States) 20 57 — 77 France — 317 — 317 United Kingdom — 176 — 176 Europe (excluding France and United Kingdom) — 194 — 194 Other — 8 — 8 Total $ 933 $ 1,778 $ ( 36 ) $ 2,675 Nine Months Ended September 30, 2021 (In millions) North American LTL Brokerage and Other Services Eliminations Total Revenue United States $ 3,046 $ 3,881 $ ( 162 ) $ 6,765 North America (excluding United States) 68 212 — 280 France — 1,024 — 1,024 United Kingdom — 655 — 655 Europe (excluding France and United Kingdom) — 627 — 627 Other — 94 — 94 Total $ 3,114 $ 6,493 $ ( 162 ) $ 9,445 14 Table of Contents Nine Months Ended September 30, 2020 (In millions) North American LTL Brokerage and Other Services Eliminations Total Revenue United States $ 2,565 $ 2,645 $ ( 100 ) $ 5,110 North America (excluding United States) 58 161 — 219 France — 883 — 883 United Kingdom — 483 — 483 Europe (excluding France and United Kingdom) — 528 — 528 Other — 38 — 38 Total $ 2,623 $ 4,738 $ ( 100 ) $ 7,261 Our revenue disaggregated by service offering was as follows: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 North America LTL (1) $ 1,091 $ 941 $ 3,165 $ 2,652 Truck Brokerage 700 432 1,903 1,062 Last Mile 250 243 765 662 Other Brokerage (2) 547 413 1,486 1,108 Total North America 2,588 2,029 7,319 5,484 Europe 757 687 2,311 1,894 Eliminations ( 75 ) ( 41 ) ( 185 ) ( 117 ) Total Revenue $ 3,270 $ 2,675 $ 9,445 $ 7,261 (1) LTL revenue is before intercompany eliminations and includes revenue from our trailer manufacturing business. (2) Other brokerage includes intermodal and drayage, expedite, freight forwarding and managed transportation services. Performance Obligations Remaining performance obligations represent firm contracts for which services have not been performed and future revenue recognition is expected . As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. On September 30, 2021, the fixed consideration component of our remaining performance obligation was approximately $ 135 million, and we expect approximately 84 % of that amount to be recognized over the next three years and the remainder thereafter. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations. 5. Restructuring Charges We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure, including actions in connection with our spin-off and in response to COVID-19. These actions generally include severance and facility-related costs, including impairment of right-of-use assets, and are intended to improve our efficiency and profitability. 15 Table of Contents Our restructuring-related activity was as follows: Nine Months Ended September 30, 2021 (In millions) Reserve Balance as of December 31, 2020 Charges Incurred Payments Reversals Foreign Exchange and Other Reserve Balance as of September 30, 2021 Severance North American LTL $ — $ — $ — $ — $ — $ — Brokerage and Other Services 7 9 ( 9 ) — 1 8 Corporate 1 7 ( 1 ) — ( 2 ) 5 Total severance 8 16 ( 10 ) — ( 1 ) 13 Facilities Brokerage and Other Services 5 — ( 2 ) — 1 4 Total facilities 5 — ( 2 ) — 1 4 Total $ 13 $ 16 $ ( 12 ) $ — $ — $ 17 We expect the majority of the cash outlays related to the charges incurred in 2021 will be complete within twelve months. 6. Derivative Instruments In the normal course of business, we are exposed to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. We use derivative instruments to manage the volatility related to these exposures. The objective of these derivative instruments is to reduce fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These financial instruments are not used for trading or other speculative purposes. Historically, we have not incurred, and do not expect to incur in the future, any losses as a result of counterparty default. The fair value of our derivative instruments and the related notional amounts were as follows: September 30, 2021 Derivative Assets Derivative Liabilities (In millions) Notional Amount Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Derivatives designated as hedges Cross-currency swap agreements $ 362 Other current assets $ — Other current liabilities $ ( 10 ) Cross-currency swap agreements 120 Other long-term assets — Other long-term liabilities ( 2 ) Interest rate swaps 2,003 Other current assets — Other current liabilities — Total $ — $ ( 12 ) 16 Table of Contents December 31, 2020 Derivative Assets Derivative Liabilities (In millions) Notional Amount Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Derivatives designated as hedges Cross-currency swap agreements $ 450 Other current assets $ — Other current liabilities $ ( 44 ) Cross-currency swap agreements 740 Other long-term assets — Other long-term liabilities ( 65 ) Interest rate swaps 2,003 Other current assets — Other current liabilities ( 4 ) Total $ — $ ( 113 ) The derivatives are classified as Level 2 within the fair value hierarchy. The derivatives are valued using inputs other than quoted prices such as foreign exchange rates and yield curves. The effect of derivative and nonderivative instruments designated as hedges on our Condensed Consolidated Statements of Income (Loss) was as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain (Loss) Reclassified from AOCI into Net Income (Loss) Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Three Months Ended September 30, (In millions) 2021 2020 2021 2020 2021 2020 Derivatives designated as cash flow hedges Cross-currency swap agreements $ — $ ( 9 ) $ 3 $ ( 8 ) $ — $ — Derivatives designated as net investment hedges Cross-currency swap agreements 41 ( 48 ) — — 1 4 Total $ 41 $ ( 57 ) $ 3 $ ( 8 ) $ 1 $ 4 Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain (Loss) Reclassified from AOCI into Net Income (Loss) Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Nine Months Ended September 30, (In millions) 2021 2020 2021 2020 2021 2020 Derivatives designated as cash flow hedges Cross-currency swap agreements $ 4 $ ( 4 ) $ 7 $ ( 8 ) $ — $ — Interest rate swaps — ( 5 ) — — — — Derivatives designated as net investment hedges Cross-currency swap agreements 76 ( 29 ) — — 6 8 Total $ 80 $ ( 38 ) $ 7 $ ( 8 ) $ 6 $ 8 The pre-tax gain (loss) recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments was a loss of $ 1 million for the nine months ended September 30, 2021 and a loss of $ 1 million and a gain of $ 1 million for the three and nine months ended September 30, 2020, respectively. There were no gains or losses related to these contracts for the three months ended September 30, 2021. These amounts are recorded in Foreign currency (gain) loss on our Condensed Consolidated Statements of Income (Loss). Cross-Currency Swap Agreements We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt. The risk management objective of these 17 Table of Contents transactions is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of this debt. In the third quarter of 2021, in preparation for the spin, we novated (or transferred) cross-currency swaps with a fair value of approximately $ 28 million to GXO, as well as the associated amounts in Accumulated other comprehensive income (“AOCI”). During the term of the swap contracts, we will receive interest, either on a quarterly or semi-annual basis, from the counterparties based on USD fixed interest rates, and we will pay interest, also on a quarterly or semi-annual basis, to the counterparties based on EUR fixed interest rates. At maturity, we will repay the original principal amount in EUR and receive the principal amount in USD. These agreements expire at various dates through 2024. We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in AOCI. The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. For net investment hedges that were de-designated prior to their maturity, the amounts in AOCI will remain in AOCI until the subsidiary is sold or substantially liquidated. Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Cash flows from operating activities of continuing operations on our Condensed Consolidated Statements of Cash Flows. Prior to the spin, we entered into cross-currency swap agreements to manage the related foreign currency exposure from intercompany loans. We designated these cross-currency swaps as qualifying hedging instruments and accounted for them as cash flow hedges. Gains and losses resulting from the change in the fair value of the cross-currency swaps was initially recognized in AOCI and reclassified to Foreign currency (gain) loss to offset the foreign exchange impact in earnings created by settling intercompany loans. Cash flows related to these cash flow hedges was included in Cash flows from operating activities of continuing operations on our Condensed Consolidated Statements of Cash Flows. Interest Rate Hedging We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Senior Secured Term Loan Credit Agreement (the “Term Loan Credit Agreement”). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges. The interest rate swaps mature in the fourth quarter of 2021. We record gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps in AOCI and reclassify them to Interest expense on the dates that interest payments accrue. Cash flows related to the interest rate swaps are included in Cash flows from operating activities of continuing operations on our Condensed Consolidated Statements of Cash Flows. Foreign Currency Option and Forward Contracts We use foreign currency option contracts to mitigate the risk of a reduction in the value of earnings from our operations that use the EUR or the British pound sterling as their functional currency. Additionally, we use foreign currency forward contracts to mitigate exposure from intercompany loans that are not designated as permanent and can create volatility in earnings. Generally, the foreign currency contracts (both option and forward contracts) are not designated as qualifying hedging instruments. The contracts are used to manage our exposure to foreign currency exchange rate fluctuations and are not speculative. The contracts generally expire in 12 months or less. We had no outstanding contracts as of September 30, 2021 and December 31, 2020. Gains or losses on the contracts are recorded in Foreign currency (gain) loss on our Condensed Consolidated Statements of Income (Loss). Cash flows related to the foreign currency contracts are included in Cash flows from investing activities of continuing operations on our Condensed Consolidated Statements of Cash Flows, consistent with the nature and purpose for which these derivatives were acquired. 18 Table of Contents 7. Debt September 30, 2021 December 31, 2020 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ — $ — $ 200 $ 200 Term loan facilities 2,003 1,975 2,003 1,974 6.50 % Senior notes due 2022 — — 1,200 1,195 6.125 % Senior notes due 2023 — — 535 531 6.75 % Senior notes due 2024 — — 1,000 989 6.25 % Senior notes due 2025 1,150 1,140 1,150 1,138 6.70 % Senior debentures due 2034 300 213 300 210 Borrowings related to securitization program — — 24 24 Finance leases, asset financing and other 243 243 260 260 Total debt 3,696 3,571 6,672 6,521 Short-term borrowings and current maturities of long-term debt 56 56 1,286 1,281 Long-term debt $ 3,640 $ 3,515 $ 5,386 $ 5,240 The fair value of our debt and classification in the fair value hierarchy was as follows: (In millions) Fair Value Level 1 Level 2 September 30, 2021 $ 3,825 $ 1,582 $ 2,243 December 31, 2020 6,908 4,429 2,479 We valued Level 1 debt using quoted prices in active markets. We valued Level 2 debt using bid evaluation pricing models or quoted prices of securities with similar characteristics. The fair value of the asset financing arrangements approximates carrying value as the debt is primarily issued at a floating rate, the debt may be prepaid at any time at par without penalty, and the remaining life of the debt is short-term in nature. ABL Facility In July 2021, we amended our existing ABL facility which matures in April 2024 to reduce the commitments from $ 1.1 billion to $ 1.0 billion. There were no other significant changes made to the terms of the facility, including the maturity date, the interest rate margin, and financial covenants. As of September 30, 2021, our borrowing base was $ 1.0 billion and our availability under our ABL Facility was $ 993 million after considering outstanding letters of credit on the ABL Facility of $ 7 million. As of September 30, 2021, we were in compliance with the ABL Facility’s financial covenants. Letters of Credit Facility Under our Senior Secured Term Loan Credit Agreement, we have a $ 200 million uncommitted secured evergreen letter of credit facility, under which we have issued $ 198 million in aggregate face amount of letters of credit as of September 30, 2021. As of September 30, 2021, we were in compliance with the financial covenants in the Senior Secured Term Loan Agreement. 19 Table of Contents Term Loan Facilities In the first quarter of 2021, we amended the Term Loan Credit Agreement to consolidate our tranches and lower the interest rate. The applicable terms of the Term Loan Credit Agreement are as follows: December 31, 2020 (In millions) September 30, 2021 First Tranche Second Tranche Principal balance $ 2,003 $ 1,503 $ 500 Interest spread: Base rate loans 0.75 % 1.00 % 1.50 % LIBOR loans 1.75 % 2.00 % 2.50 % Maturity date February 2025 February 2025 February 2025 We recorded a debt extinguishment loss of $ 3 million in the first nine months of 2021 due to this amendment. The interest rate on our term loan facility was 1.83 % as of September 30, 2021. Senior Notes Due 2023 and 2024 In the third quarter of 2021, we redeemed our outstanding 6.125 % senior notes due 2023 (“Senior Notes due 2023”) and our outstanding 6.75 % senior notes due 2024 (“Senior Notes due 2024”). The redemption price for the Senior Notes due 2023 was 100.0 % of the principal amount, plus accrued and unpaid interest and the redemption price for the Senior Notes due 2024 was 103.375 % of the principle amount, plus accrued and unpaid interest. We paid for the redemption using cash received from GXO of approximately $ 794 million, proceeds from an equity offering described in Note 8—Stockholders’ Equity and available cash. We recorded debt extinguishment losses in the third quarter of 2021 of $ 3 million and $ 43 million related to the redemption of the Senior Notes due 2023 and Senior Notes due 2024, respectively. Senior Notes Due 2022 In January 2021, we redeemed our outstanding 6.50 % senior notes due 2022. The redemption price for the notes was 100.0 % of the principal amount, plus accrued and unpaid interest. We paid for the redemption with available cash. We recorded a debt extinguishment loss of $ 5 million in the first nine months of 2021 due to this redemption. Senior Notes Due 2025 In the second quarter of 2020, we completed private placements of $ 1.15 billion aggregate principal amount of senior notes due 2025. Net proceeds from the notes were initially invested in cash and cash equivalents and were subsequently used to redeem our outstanding senior notes due 2022 in January 2021. 8. Stockholders’ Equity Share Issuance In July 2021, we completed a registered underwritten offering of 5.0 million shares of our common stock at a public offering price of $ 138.00 per share, plus an additional 750,000 shares of our common stock through an option granted to underwriters. Of the 5.0 million shares, we offered 2.5 million shares directly and 2.5 million shares were offered by Jacobs Private Equity, LLC (“JPE”). The additional 750,000 purchased shares were also split equally between us and JPE. We received approximately $ 384 million of proceeds, net of fees and expenses, from the sale of the shares and used them to repay a portion of our outstanding borrowings and for general corporate purposes. XPO did not receive any proceeds from the sale of shares by JPE. Series A Convertible Perpetual Preferred Stock and Warrants In 2011, we issued 75,000 shares of the Series A Preferred Stock with an initial liquidation preference of $ 1,000 per share which were convertible into shares of our common stock at a conversion price of $ 7.00 per common share (subject to customary anti-dilution adjustments). We also issued warrants exercisable for shares of our common 20 Table of Contents stock at an initial exercise price of $ 7.00 per common share (subject to customary anti-dilution adjustments). Our preferred stock paid quarterly cash dividends equal to the greater of: (i) the “as-converted” dividends on our underlying common stock for the relevant quarter and (ii) 4 % of the then-applicable liquidation preference per annum. In December 2020, some holders of our convertible preferred stock exchanged their holdings for a combination of our common stock, based on the stated conversion price, and a lump-sum payment that represents an approximation of the net present value of the future dividends payable on the preferred stock. Additionally, some holders of our warrants exchanged (or committed to exchange subject to the satisfaction of certain customary closing conditions) their holdings, including JPE, an entity controlled by the Company’s chairman and chief executive officer, for a number of shares of our common stock 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 common stock that have an approximate value equal to the exercise price of the warrants. With respect to the preferred stock, through December 31, 2020, 69,445 shares were exchanged, and we issued 9.9 million shares of common stock and paid $ 22 million of cash. With respect to the warrants, through December 31, 2020, 0.3 million warrants were exchanged, and we issued 0.3 million shares of common stock. In the first quarter of 2021, 975 preferred shares were exchanged, and we issued 0.1 million shares of common stock. In the second quarter of 2021, the remaining 40 preferred shares were exchanged, and we issued 5,714 shares of common stock. With respect to the warrants, in the first quarter of 2021, 9.8 million warrants were exchanged, and we issued 9.2 million shares of common stock. These exchanges were intended to simplify our equity capital structure, including in contemplation of the spin-off of our Logistics segment. As of September 30, 2021, there were no shares of preferred stock or warrants outstanding. Share Repurchases In February 2019, our Board of Directors authorized repurchases of up to $ 1.5 billion of our common stock. Our share repurchase authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business conditions, market conditions, alternative investment opportunities and funding considerations. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. In the first quarter of 2020, we purchased and retired 2 million shares at an aggregate value of $ 114 million. The share purchases were funded by our available cash and proceeds from our 2019 debt offerings. There have been no share repurchases since the first quarter of 2020. Our remaining share repurchase authorization was $ 503 million as of September 30, 2021. 9. Earnings (Loss) per Share We compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities in 2020 consisted of our Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Losses are not allocated to the preferred shares. The computations of basic and diluted earnings (loss) per share were as follows: 21 Table of Contents Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2021 2020 2021 2020 Basic earnings (loss) per common share Income (loss) from continuing operations $ 21 $ 37 $ 197 $ ( 79 ) Net loss from continuing operations attributable to noncontrolling interests — — — 3 Net income (loss) from continuing operations attributable to XPO 21 37 197 ( 76 ) Series A preferred stock dividends — — — ( 2 ) Non-cash allocation of undistributed earnings — ( 9 ) — — Net income (loss) from continuing operations attributable to common shares $ 21 $ 28 $ 197 $ ( 78 ) Income (loss) from discontinued operations, net of taxes $ ( 78 ) $ 61 $ 22 $ 68 Net income from discontinued operations attributable to noncontrolling interests — ( 5 ) ( 5 ) ( 7 ) Net income (loss) from discontinued operations attributable to common shares $ ( 78 ) $ 56 $ 17 $ 61 Net income (loss) from continuing operations attributable to common shares, basic $ 21 $ 28 $ 197 $ ( 78 ) Net income (loss) from discontinued operations attributable to common shares, basic ( 78 ) 56 17 61 Net income (loss) attributable to common shares, basic $ ( 57 ) $ 84 $ 214 $ ( 17 ) Basic weighted-average common shares 115 91 111 91 Basic earnings (loss) from continuing operations per share $ 0.19 $ 0.30 $ 1.78 $ ( 0.86 ) Basic earnings (loss) from discontinued operations per share ( 0.69 ) 0.63 0.15 0.68 Basic earnings (loss) per share $ ( 0.50 ) $ 0.93 $ 1.93 $ ( 0.18 ) Diluted earnings (loss) per common share Net income (loss) from continuing operations attributable to common shares, diluted $ 21 $ 28 $ 197 $ ( 78 ) Net income (loss) from discontinued operations attributable to common shares, diluted ( 78 ) 56 17 61 Net income (loss) attributable to common shares, diluted $ ( 57 ) $ 84 $ 214 $ ( 17 ) Basic weighted-average common shares 115 91 111 91 Dilutive effect of stock-based awards and warrants 1 11 3 — Diluted weighted-average common shares 116 102 114 91 Diluted earnings (loss) from continuing operations per share $ 0.19 $ 0.27 $ 1.73 $ ( 0.86 ) Diluted earnings (loss) from discontinued operations per share ( 0.68 ) 0.56 0.14 0.68 Diluted earnings (loss) per share $ ( 0.49 ) $ 0.83 $ 1.87 $ ( 0.18 ) Potential common shares excluded — 10 — 21 Certain shares were not included in the computation of diluted earnings (loss) per share because the effect was anti-dilutive. 22 Table of Contents 10. Legal and Regulatory Matters We are involved, and will continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include claims for property damage or personal injury incurred in connection with the transportation of freight, claims regarding anti-competitive practices, and employment-related claims, including claims involving asserted breaches of employee restrictive covenants. These matters also include numerous putative class action, multi-plaintiff and individual lawsuits, and administrative proceedings involving claims that our owner-operators or contract carriers should be treated as employees, rather than independent contractors (“misclassification claims”). These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest breaks, unreimbursed business expenses, penalties and other items), injunctive relief, or both. We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We review and adjust accruals for loss contingencies quarterly and as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on our assessment, together with legal counsel, regarding the ultimate outcome of the matter. We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation company. The liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this note. In the event we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our financial condition, results of operations or cash flows could be negatively impacted. Intermodal Drayage Classification Claims Certain of our intermodal drayage subsidiaries are defendants in class action litigations brought by independent contract carriers in California who contracted with these subsidiaries. In these cases, the contract carriers assert that they should be classified as employees, rather than independent contractors. In two related cases pending in Federal District Court in Los Angeles , Alvarez v. XPO Logistics Cartage, LLC and Arrellano v. XPO Port Services, Inc. , the Court has certified classes beginning in April 2016 and March 2013, respectively. Plaintiffs allege that defendants exercised an impermissible degree of control over plaintiffs’ operations through the terms of the parties’ contracts and defendants’ policies, including enforcement of requirements imposed on motor carriers by state and federal law. The particular claims asserted vary from case to case but generally include claims that, should the contract carriers be determined to be employees, they would be entitled to reimbursement for unpaid wages and/or minimum wage, unpaid wages for missed meal and rest periods, reimbursement of certain of the contract carriers’ business expenses (including fuel and insurance related costs), Labor Code penalties under California’s Private Attorneys General Act, and attorneys’ fees and costs associated with bringing the action. Defendants mounted a vigorous defense on the merits of plaintiffs’ claims, including as to whether the plaintiffs met the applicable test for the threshold issue of employment classification. Trial in both cases was scheduled to begin September 7, 2021. In August 2021, the parties held a mediation at which a tentative settlement was reached in both actions. Subject to the Court’s approval, we have agreed to pay the plaintiff class in the Alvarez case a total of $ 20 million, which includes all attorneys’ fees and other costs. We have agreed to pay the plaintiff class in the Arrellano case a total of $ 9.5 million, which includes all attorneys’ fees and other costs. We accrued the full amount of both settlements in the third quarter of 2021. Under the terms of both settlement agreements, we do not have to reclassify our 23 Table of Contents contractors as employees and the plaintiff classes have agreed to release us from all liability from the inception of each respective class period through December 31, 2021. All parties involved have agreed to dismiss all claims and counterclaims with prejudice, and the settlement agreements do not contain any admission of liability, wrongdoing or responsibility by any of the parties. The Court granted preliminary approval of the settlements on October 8, 2021, and a final approval hearing is scheduled for January 10, 2022. Shareholder Litigation On December 14, 2018, a putative class action captioned Labul v. XPO Logistics, Inc. et al. , was filed in the U.S. District Court for the District of Connecticut against us and some of our current and former executives, alleging violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 20(a) of the Exchange Act, based on alleged material misstatements and omissions in our public filings with the U.S. Securities and Exchange Commission. On June 3, 2019, lead plaintiffs Local 817 IBT Pension Fund, Local 272 Labor-Management Pension Fund, and Local 282 Pension Trust Fund and Local 282 Welfare Trust Fund (together, the “Pension Funds”) filed a consolidated class action complaint. Defendants moved to dismiss the consolidated class action complaint on August 2, 2019. On November 4, 2019, the Court dismissed the consolidated class action complaint without prejudice to the filing of an amended complaint. The Pension Funds, on January 3, 2020, filed a first amended consolidated class action complaint against us and a current executive. Defendants moved to dismiss the first amended consolidated class action complaint on March 3, 2020. On March 19, 2021, the Court dismissed the first amended consolidated class action complaint with prejudice and closed the case. On April 29, 2021, the Pension Funds filed a notice of appeal, and the appellate process is ongoing. Also, on May 13, 2019, Adriana Jez filed a purported shareholder derivative action captioned Jez v. Jacobs, et al. , (the “Jez complaint”) in the U.S. District Court for the District of Delaware, alleging breaches of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of the Exchange Act against some of our current and former directors and officers, with the company as a nominal defendant. The Jez complaint was later consolidated with similar derivative complaints filed by purported shareholders Erin Candler and Kevin Rose under the caption In re XPO Logistics, Inc. Derivative Litigation. On December 12, 2019, the Court ordered plaintiffs to designate an operative complaint or file an amended complaint within 45 days. On January 27, 2020, plaintiffs designated the Jez complaint as the operative complaint in the consolidated cases. Defendants moved to dismiss the operative complaint on February 26, 2020. Rather than file a brief in opposition, on March 27, 2020, plaintiffs moved for leave to file a further amended complaint and to stay briefing on defendants’ motions to dismiss. The Court granted plaintiffs’ motion on July 6, 2020. On April 14, 2021, the Court issued an order staying proceedings pending resolution of an appeal in the Labul action. Plaintiffs stipulated that they will dismiss the shareholder derivative action with prejudice if the Labul dismissal is affirmed on appeal. We believe these suits are without merit and we intend to defend the company vigorously. We are unable at this time to determine the amount of the possible loss or range of loss, if any, that we may incur as a result of these matters. Insurance Contribution Litigation In April 2012, Allianz Global Risks US Insurance Company sued eighteen insurance companies in a case captioned Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al., Multnomah County Circuit Court (Case No. 1204-04552). Allianz sought contribution on environmental and product liability claims that Allianz agreed to defend and indemnify on behalf of its insured, Daimler Trucks North America (“DTNA”). Defendants had insured Freightliner’s assets, which DTNA acquired in 1981. Con-way, Freightliner’s former parent company, intervened. We acquired Con-way in 2015. Con-way and Freightliner had self-insured under fronting agreements with defendant insurers ACE, Westport, and General. Under those agreements, Con-way agreed to indemnify the fronting carriers for damages assessed under the fronting policies. After a seven-week jury trial in 2014, the jury found that Con-way and the fronting insurers never intended that the insurers defend or indemnify any claims against Freightliner. In June 2015, Allianz appealed to the Oregon Court of Appeals. In May 2019, the Oregon Court of Appeals upheld the jury verdict. In September 2019, Allianz appealed to the Oregon Supreme Court. In March 2021, the Oregon Supreme Court reversed the jury verdict, holding that it was an error to allow the jury to decide how the parties intended the fronting policies to operate, and also holding that the trial court improperly instructed the jury concerning one of the pollution exclusions at issue. In July of 2021, the matter was remanded to the trial court for further proceedings consistent with the Oregon Supreme Court’s decision. There is no date yet set for the 24 Table of Contents next stages of the proceeding, which are anticipated to involve cross-motions for summary judgment concerning the interpretation of certain of the fronting policies, followed by a jury trial on the pollution exclusion, then a bench trial on allocation of defense costs among the subject insurance policies. As any losses that may arise from this matter are not reasonably estimable at this time, no liability has been accrued in the accompanying interim consolidated financial statements. 25 Table of Contents