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United States securities and exchange commission logo
October 15, 2021
David Wyshner
Chief Financial Officer
XPO Logistics, Inc.
Five American Lane
Greenwich, CT 06831
Re: XPO Logistics, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed February 12,
2021
File No. 001-32172
Dear Mr. Wyshner:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Consolidated Summary Financial Table , page 39
1. Your disclose on page
41 that the decrease in the effective tax rate in fiscal 2020 was
primarily driven by
income tax benefits associated with stock-based compensation.
However, foreign tax
rate differentials, contribution and margin-based taxes and Other
items also had a
material impact on your effective tax rate for 2020 based on your
disclosures in Note 16.
Please discuss and analyze changes in your effective tax rate and
any material items that
are not expected to recur. Please refer to Item 303 of Regulation
S-K.
Transportation Segment , page 41
2. Revise your disclosure
to explain how management analyzes the underlying factors,
events and trends that
directly affect the changes in revenue for the Less-Than-Truckload
David Wyshner
XPO Logistics, Inc.
October 15, 2021
Page 2
(LTL) and truck brokerage businesses. For example, it appears changes
in the shipping
weight and distance of the haul directly impacts the pricing and
revenue of the LTL
business. Additionally, it appears changes in the demand for the
underlying commodity or
product being shipped and fuel surcharges directly affect your
revenue. Revise your
disclosure to describe any known trends or uncertainties that are
reasonably likely to have
a material impact on your future revenues or operations as a result of
these factors, events
and trends. Refer to Item 303 of Regulation S-K.
16. Income Taxes, page 94
3. Please tell us what consideration you gave to providing a further
quantitative breakdown
of the Other category in the income tax rate reconciliation
schedule pursuant to Rule 4-
08(h)(2) of Regulation S-X and FASB ASC 740-10-50-12.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Robert Babula, Staff Accountant at (202) 551-3339, or Gus
Rodriguez,
Branch Chief at (202) 551-3752 with any questions.
FirstName LastNameDavid Wyshner Sincerely,
Comapany NameXPO Logistics, Inc.
Division of
Corporation Finance
October 15, 2021 Page 2 Office of Energy
& Transportation
FirstName LastName