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United States securities and exchange commission logo
December 29, 2020
Bradley S. Jacobs
Chairman and Chief Executive Officer
XPO Logistics, Inc.
Five American Lane
Greenwich, CT 06831
Re: XPO Logistics, Inc.
Form 10-K for the
fiscal year ended December 31, 2019
Filed February 10,
2020
File No. 001-32172
Dear Mr. Jacobs:
We have reviewed your filing 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, 2019
Executive Compensation, page 98
1. We note that adjusted
cash flow per share and adjusted earnings per share are metrics used
in your equity
incentive plan awards, and we note your disclosure that you made
approximately $1.9
billion of share repurchases. Please discuss if and how the share
repurchases affected
the manner in which the Compensation Committee set the relevant
targets used in your
equity incentive plan awards and determined whether such targets
were met, or tell us
why such information is not material.
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 Yolanda Guobadia at (202) 551-3562 or Gus
Rodriguez, Accounting
Branch Chief, at (202) 551-3752 if you have questions regarding comments
on the financial
Bradley S. Jacobs
XPO Logistics, Inc.
December 29, 2020
Page 2
statements and related matters. Please contact Kevin Dougherty at (202)
551-3271 or Laura
Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
FirstName LastNameBradley S. Jacobs Sincerely,
Comapany NameXPO Logistics, Inc.
Division of
Corporation Finance
December 29, 2020 Page 2 Office of Energy &
Transportation
FirstName LastName