UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Item 8.01. | Other Events. |
On December 1, 2022, XPO Logistics, Inc. posted pro forma financial data with respect to its historical financial results on its website at www.xpo.com. A copy of the pro forma financial data is filed herewith as Exhibit 99.1, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | XPO Pro Forma Financial Data. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 1, 2022 | XPO LOGISTICS, INC. |
| /s/ Carl D. Anderson II | |
|
Carl D. Anderson II Chief Financial Officer |
Exhibit 99.1
©2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY Pro Forma Financial Data December 2022
©2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY On November 1 , 2022 , XPO Logistics, Inc . (“XPO” or the “Company”) completed the previously announced separation of its tech - enabled transportation platform (the "RXO Separation") to XPO stockholders . Additionally, in March 2022 , XPO sold its North American intermodal operation (“Intermodal”) (“Intermodal Sale”) and recorded a $ 434 million pre - tax gain on the sale, net of transaction costs, during the first six months of 2022 . The Intermodal Sale (together with the RXO Separation, the “Separations”) was part of a single plan of disposal . The Separations together qualify for discontinued operations under U . S . GAAP upon the RXO Separation . On November 1 , 2022 , XPO filed a Current Report on Form 8 - K (the “Form 8 - K”), which included unaudited pro forma condensed consolidated statements of operations for the six months ended June 30 , 2022 and for each of the years ended December 31 , 2021 , 2020 and 2019 to illustrate the estimated effects of the Separations . In this presentation, XPO is providing additional unaudited pro forma condensed consolidated and adjusted financial data to assist investors in assessing XPO's historical performance on a basis that excludes these Separations . This data should be read in conjunction with (i) the unaudited pro forma consolidated financial information included in the Form 8 - K, which was prepared in accordance with Regulation S - X Article 11 , Pro Forma Financial Information, as amended, (ii) XPO’s Annual Reports on Form 10 - K for the years ended December 31 , 2021 and 2020 , (iii) XPO’s Quarterly Reports on Form 10 - Q for the quarters ended March 31 , 2022 and 2021 , June 30 , 2022 and 2021 , and September 30 , 2022 and 2021 and (iii) the reconciliations provided herein . This presentation has been prepared by XPO for illustrative and informational purposes only in accordance with Regulation S - X Article 11 , Pro Forma Financial Information, as amended . The pro forma financial data is based on various adjustments and assumptions and is not necessarily indicative of what XPO’s consolidated statements of operations actually would have been had the Separations been completed as of the dates indicated or will be for any future periods . The pro forma financial data does not purport to project the future operating results of XPO and does not include adjustments to reflect any potential synergies or dis - synergies that may result from the Separations . NON - GAAP FINANCIAL MEASURES As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non - GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP or a pro forma measure prepared and presented in accordance with Regulation S - X Article 11 , Pro Forma Financial Information, as amended, as applicable, which reconciliations are set forth in the financial tables below . XPO’s non - GAAP financial measures used in this presentation for the quarterly periods for the year ended December 31 , 2021 and the quarterly periods for the first nine months of 2022 and each of the years ended December 31 , 2020 and 2021 include adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) on a consolidated basis and for Corporate and Intersegment Eliminations, pro forma adjusted EBITDA excluding the results of operations for RXO, Inc . and Intermodal (“pro forma adjusted EBITDA”) on a consolidated basis and for our Brokerage and Other Services segment and Corporate and Intersegment Eliminations, consolidated pro forma adjusted net income (loss) from continuing operations attributable to common shareholders excluding the results of operations for RXO, Inc . and Intermodal (“pro forma adjusted net income (loss)”), and pro forma adjusted diluted earnings (loss) from continuing operations per share excluding the results of operations for RXO, Inc . and Intermodal (“pro forma adjusted EPS”) . We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, XPO and its business segments’ core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses . We believe that adjusted EBITDA and pro forma adjusted EBITDA improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses . We believe that pro forma adjusted net income (loss) and pro forma adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs and gains that management has determined are not reflective of our core operating activities, including amortization of acquisition - related intangible assets . Other companies may calculate these non - GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies . These non - GAAP financial measures should only be used as supplemental measures of our operating performance . Adjusted EBITDA, pro forma adjusted EBITDA, pro forma adjusted net income (loss) and pro forma adjusted EPS include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the financial tables below . Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition, divestiture or spin - off and may include transaction costs, consulting fees, retention awards, and internal salaries and wages (to the extent the individuals are assigned full - time to integration and transformation activities) and certain costs related to integrating and converging IT systems . Restructuring costs primarily relate to severance costs associated with business optimization initiatives . Management uses these non - GAAP financial measures in making financial, operating and planning decisions and evaluating XPO's ongoing performance . 1 Basis of Presentation and Disclaimers:
©2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY 2 Financial Reconciliations For the For the For the Year Ended Year Ended Nine Months Ended December March June September December December March June September September 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 Less-than-Truckload adjusted EBITDA as previously reported (1) (2) (3) 764$ 214$ 258$ 222$ 210$ 904$ 205$ 294$ 258$ 757$ Brokerage and other services segment adjusted EBITDA as previously reported (1) (2) (3) 284$ 125$ 130$ 131$ 161$ 547$ 164$ 152$ 123$ 439$ Less: Adjusted EBITDA attributable to North American Transportation (196) (88) (82) (89) (120) (379) (124) (104) (78) (306) Brokerage and other services segment pro forma adjusted EBITDA 88$ 37$ 48$ 42$ 41$ 168$ 40$ 48$ 45$ 133$ Corporate and intersegment eliminations adjusted EBITDA as previously reported (1) (2) (201)$ (60)$ (58)$ (46)$ (48)$ (212)$ (48)$ (41)$ (29)$ (118)$ Plus: General corporate overhead previously allocated to North American Transportation and other (42) (13) (12) (12) (10) (47) (12) (12) (11) (35) Corporate and intersegment eliminations pro forma adjusted EBITDA (243)$ (73)$ (70)$ (58)$ (58)$ (259)$ (60)$ (53)$ (40)$ (153)$ XPO Consolidated adjusted EBITDA as previously reported (1) (2) 847$ 279$ 330$ 307$ 323$ 1,239$ 321$ 405$ 352$ 1,078$ Less: Adjusted EBITDA attributable to North American Transportation (196) (88) (82) (89) (120) (379) (124) (104) (78) (306) Plus: General corporate overhead previously allocated to North American Transportation and other (42) (13) (12) (12) (10) (47) (12) (12) (11) (35) XPO pro forma adjusted EBITDA 609$ 178$ 236$ 206$ 193$ 813$ 185$ 289$ 263$ 737$ XPO Logistics, Inc. Unaudited Pro Forma and Pro Forma Adjusted Financial Data (in millions) For the Three Months Ended For the Three Months Ended (1) Prior to the spin-off of RXO, XPO's financial results were comprised of the Less-than-Truckload and Brokerage and Other Services segments and Corporate and Intersegment Eliminations; this reconciliation bridges the pro forma adjusted EBITDA amounts with the previously reported results of the segments and Corporate and Intersegment Eliminations. (2) Historical financial data has been derived from XPO's historical financial statements for the periods presented. (3) Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Refer to the Non-GAAP Financial Measures section on page 1 for more information.
©2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY 3 Financial Reconciliations Cont. For the For the For the Year Ended Year Ended Nine Months Ended December March June September December December March June September September 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 Less-than-Truckload Segment Reconciliation of Adjusted EBITDA: Reconciliation of Less-than-Truckload segment operating income to adjusted EBITDA (1) Operating income 487$ 145$ 187$ 149$ 137$ 618$ 132$ 216$ 182$ 530$ Transaction and integration costs 5 - - 1 - 1 - 2 - 2 Restructuring costs 4 - - - - - 3 - 2 5 Other income (2) 44 14 14 15 16 59 15 16 14 45 Depreciation and amortization (3) 224 55 57 57 57 226 55 60 60 175 Adjusted EBITDA (4) 764$ 214$ 258$ 222$ 210$ 904$ 205$ 294$ 258$ 757$ Brokerage and Other Services Segment Reconciliations of Adjusted EBITDA and Pro Forma Adjusted EBITDA: Reconciliation of operating income to adjusted EBITDA (1) Operating income 21$ 64$ 67$ 58$ 93$ 282$ 100$ 93$ 62$ 255$ Transaction and integration costs 16 1 2 5 8 16 2 1 3 6 Restructuring costs 20 1 - 8 1 10 2 4 2 8 Adjusted operating income 57 66 69 71 102 308 104 98 67 269 Other income (expense) (2) (1) 1 - (1) (1) - - 2 2 Depreciation and amortization (3) 229 60 60 60 60 240 60 54 54 168 Adjusted EBITDA (4) 284$ 125$ 130$ 131$ 161$ 547$ 164$ 152$ 123$ 439$ Reconciliation of pro forma operating income (loss) to pro forma adjusted EBITDA Pro forma operating income (loss) (59)$ 1$ 11$ (6)$ (4)$ 2$ 3$ 15$ 11$ 28$ Transaction and integration costs 8 - 2 5 8 15 2 1 2 5 Restructuring costs 11 1 - 8 1 10 2 1 1 4 Pro forma adjusted operating income (loss) (40) 2 13 7 5 27 7 17 14 37 Other income (expense) (1) - - (1) - (1) - (1) 1 - Depreciation and amortization (3) 129 35 35 36 36 142 33 32 30 96 Pro forma adjusted EBITDA 88$ 37$ 48$ 42$ 41$ 168$ 40$ 48$ 45$ 133$ For the For the For the Year Ended Year Ended Nine Months Ended December March June September December December March June September September 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 Amortization of acquisition-related intangible assets Less-than-Truckload Segment 34$ 8$ 9$ 8$ 8$ 33$ 8$ 9$ 8$ 25$ Brokerage and Other Services Segment 53 14 12 14 13 53 12 10 11 33 Pro forma Brokerage and Other Services Segment 21 7 4 7 5 23 5 5 6 16 Consolidated 87 22 21 22 21 86 20 19 19 58 Pro forma Consolidated 55 15 13 15 13 56 13 14 14 41 For the Three Months Ended For the Three Months Ended (4) Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Refer to the Non-GAAP Financial Measures section on page 1 for more information. XPO Logistics, Inc. Non-GAAP Reconciliations (Unaudited, in millions) (1) Historical financial data has been derived from XPO's historical financial statements for the periods presented. (2) Other income primarily consists of pension income. (3) Depreciation and amortization includes the following impact from the amortization of acquisition-related intangible assets for the periods noted below: For the Three Months Ended For the Three Months Ended
©2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY 4 Financial Reconciliations Cont. For the For the For the Year Ended Year Ended Nine Months Ended December March June September December December March June September September 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 Corporate and Intersegment Eliminations Reconciliations of Adjusted EBITDA and Pro Forma Adjusted EBITDA: Reconciliation of operating income (loss) to adjusted EBITDA (1) Operating income (loss) (280)$ (70)$ (63)$ (95)$ (56)$ (284)$ 393$ (79)$ (59)$ 255$ Transaction and integration costs 54 4 4 9 3 20 8 22 22 52 Restructuring costs 7 - 1 6 2 9 1 - 5 6 (Gain) loss on sale of business - - - - - - (450) 16 - (434) Litigation settlements - - - 29 2 31 - - - - Other income (expense) (2) 1 2 (3) 4 (1) 2 (1) (1) (1) (3) Depreciation and amortization 17 4 3 1 2 10 1 1 4 6 Adjusted EBITDA (201)$ (60)$ (58)$ (46)$ (48)$ (212)$ (48)$ (41)$ (29)$ (118)$ Reconciliation of pro forma operating income (loss) to pro forma adjusted EBITDA Pro forma operating income (loss) (330)$ (91)$ (77)$ (80)$ (66)$ (314)$ (72)$ (71)$ (59)$ (201)$ Transaction and integration costs (3) 54 10 4 9 3 26 7 14 11 32 Restructuring costs 7 - 1 6 2 9 1 - - 1 Other income (expense) (2) 1 2 (3) 4 (1) 2 (1) (1) (1) (3) Depreciation and amortization 25 6 5 3 4 18 5 5 9 18 Pro forma adjusted EBITDA (243)$ (73)$ (70)$ (58)$ (58)$ (259)$ (60)$ (53)$ (40)$ (153)$ (1) Historical financial data has been derived from XPO's historical financial statements for the periods presented. XPO Logistics, Inc. Non-GAAP Reconciliations (Cont.) (2) Other income (expense) consists of foreign currency gain (loss) and other income (expense). (3) 2022 includes stock-based compensation expense for awards issued in conjunction with announcement of the RXO Separation. (Unaudited, in millions) For the Three Months Ended For the Three Months Ended Refer to the Non-GAAP Financial Measures section on page 1 for more information.
©2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY 5 Financial Reconciliations Cont. For the For the For the Year Ended Year Ended Nine Months Ended December March June September December December March June September September 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 Consolidated Reconciliations of Adjusted EBITDA and Pro Forma Adjusted EBITDA: Reconciliation of income (loss) from continuing operations to adjusted EBITDA (1) Income (loss) from continuing operations (13)$ 63$ 113$ 21$ 126$ 323$ 489$ 141$ 131$ 761$ Debt extinguishment loss - 8 - 46 - 54 - 26 - 26 Interest expense 307 65 58 53 35 211 37 31 35 103 Income tax provision (benefit) (22) 19 30 11 27 87 113 47 34 194 Unrealized (gain) loss on foreign currency option and forward contracts (1) (1) 2 - - 1 - - - - (Gain) loss on sale of business - - - - - - (450) 16 - (434) Litigation settlements - - - 29 2 31 - - - - Transaction and integration costs 75 5 6 15 11 37 10 25 25 60 Restructuring costs 31 1 1 14 3 19 6 4 9 19 Depreciation and amortization (2) 470 119 120 118 119 476 116 115 118 349 Adjusted EBITDA 847$ 279$ 330$ 307$ 323$ 1,239$ 321$ 405$ 352$ 1,078$ Reconciliation of pro forma income (loss) from continuing operations to pro forma adjusted EBITDA Pro forma income (loss) from continuing operations (119)$ (4)$ 64$ (12)$ 42$ 90$ 35$ 92$ 91$ 218$ Debt extinguishment loss - 17 - 46 - 63 - 26 - 26 Interest expense 307 60 52 48 29 189 32 25 31 88 Income tax provision (benefit) (3) (43) (1) 13 - 12 24 10 31 26 67 Transaction and integration costs (4) 67 10 6 15 11 42 9 17 13 39 Restructuring costs 22 1 1 14 3 19 6 1 3 10 Depreciation and amortization (2) 378 96 97 96 97 386 93 97 99 289 Other (3) (1) 3 (1) (1) - - - - - Pro forma adjusted EBITDA 609$ 178$ 236$ 206$ 193$ 813$ 185$ 289$ 263$ 737$ For the For the For the Year Ended Year Ended Nine Months Ended December March June September December December March June September September 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 Amortization of acquisition-related intangible assets Less-than-Truckload Segment 34$ 8$ 9$ 8$ 8$ 33$ 8$ 9$ 8$ 25$ Brokerage and Other Services Segment 53 14 12 14 13 53 12 10 11 33 Pro forma Brokerage and Other Services Segment 21 7 4 7 5 23 5 5 6 16 Consolidated 87 22 21 22 21 86 20 19 19 58 Pro forma Consolidated 55 15 13 15 13 56 13 14 14 41 For the Three Months EndedFor the Three Months Ended Refer to the Non-GAAP Financial Measures section on page 1 for more information. (1) Historical financial data has been derived from XPO's historical financial statements for the periods presented. (3) The estimated income tax provision (benefit) has been calculated by applying the overall estimated effective tax rate to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or treatment, in which case the tax effect of such item is estimated by applying the specific tax rate or treatment. XPO Logistics, Inc. Non-GAAP Reconciliations (Cont.) (Unaudited, in millions) For the Three Months Ended For the Three Months Ended (2) Depreciation and amortization includes the following impact from the amortization of acquisition-related intangible assets for the periods noted below: (4) 2022 includes stock-based compensation expense for awards issued in conjunction with announcement of the RXO Separation.
©2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY 6 Financial Reconciliations Cont. For the For the For the Year Ended Year Ended Nine Months Ended December March June September December December March June September September 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 Pro forma income (loss) from continuing operations (119)$ (4)$ 64$ (12)$ 42$ 90$ 35$ 92$ 91$ 218$ Preferred stock conversion charge (22) - - - - - - - - - Distributed and undistributed net income (9) - - - - - - - - - Net loss from continuing operations attributable to noncontrolling interests 3 - - - - - - - - - Pro forma net income (loss) from continuing operations attributable to common shareholders (1) (147)$ (4)$ 64$ (12)$ 42$ 90$ 35$ 92$ 91$ 218$ Preferred stock conversion charge 22 - - - - - - - - - Debt extinguishment loss - 17 - 46 - 63 - 26 - 26 Unrealized (gain) loss on foreign currency option and forward contracts (1) (1) 2 - - 1 - - - - Amortization of acquisition-related intangible assets 55 15 13 15 13 56 13 14 14 41 ABL amendment cost - - - 1 - 1 - - - - Transaction and integration costs (2) 67 10 6 15 11 42 9 17 13 39 Restructuring costs 22 1 1 14 3 19 6 1 3 10 Income tax associated with the adjustments above (3) (40) (10) (5) (21) (6) (42) (7) (14) (7) (28) Discrete and other tax-related adjustments (4) - - - (4) - (4) - - - - Allocation of undistributed earnings (12) - - - - - - - - - Pro forma adjusted net income (loss) from continuing operations attributable to common shareholders (1) (34)$ 28$ 81$ 54$ 63$ 226$ 56$ 136$ 114$ 306$ Pro forma diluted earnings (loss) from continuing operations per share (1) (1.61)$ (0.04)$ 0.57$ (0.10)$ 0.36$ 0.79$ 0.30$ 0.80$ 0.79$ 1.89$ Pro forma adjustments per share 1.24 0.29 0.15 0.57 0.18 1.19 0.18 0.38 0.20 0.76 Pro forma adjusted diluted earnings (loss) from continuing operations per share (1) (0.37)$ 0.25$ 0.72$ 0.47$ 0.54$ 1.98$ 0.48$ 1.18$ 0.99$ 2.65$ Diluted weighted-average common shares outstanding: For pro forma diluted earnings (loss) per share 92 106 113 115 116 114 116 116 116 116 For pro forma adjusted diluted earnings (loss) per share 92 112 113 116 116 114 116 116 116 116 (2) 2022 includes stock-based compensation expense for awards issued in conjunction with announcement of the RXO Separation. Refer to the Non-GAAP Financial Measures section on page 1 for more information. (4) Discrete tax items reflect a tax benefit related to a tax planning initiative that resulted in the recognition of a long-term capital loss offset by tax expense due to valuation allowances that were recognized as a result of the spin-off of our logistics business. For the Three Months Ended For the Three Months Ended (1) The sum of quarterly net income (loss) from continuing operations attributable to common shareholders and earnings (loss) from continuing operations per share may not equal year-to-date amounts due to differences in the weighted-average number of shares outstanding during the respective periods. XPO Logistics, Inc. Reconciliation of Pro Forma Income (Loss) from Continuing Operations and Pro Forma Diluted Earnings (Loss) Per Share from Continuing Operations to Pro Forma Adjusted Net Income (Loss) from Continuing Operations and Pro Forma Adjusted Diluted Earnings (Loss) Per Share (Unaudited) (In millions, except per share data) (3) The estimated income tax benefit has been calculated by applying the overall estimated effective tax rate to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or treatment, in which case the tax effect of such item is estimated by applying the specific tax rate or treatment.
