XPO Logistics Annual Report 2017

FY2017 Annual Report · XPO Logistics

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Notice of 2018 Annual Meeting
Proxy Statement | 2017 Annual Report

XPO Logistics, Inc.

Five American Lane

Greenwich, CT 06831 USA

XPO Logistics, Inc. (NYSE: XPO) is a top ten global logistics provider of cutting-edge supply chain solutions
to the most successful companies in the world. The company operates as a highly integrated network of
people, technology and physical assets in 32 countries, with 1,455 locations and more than 95,000 employees.
XPO uses its network to help more than 50,000 customers manage their goods more efficiently throughout
their supply chains. The company has two reporting segments, transportation and logistics, and within these
segments its business is well diversified by geographies, verticals and types of service. XPO’s corporate
headquarters is in Greenwich, Conn., USA, and its European headquarters is in Lyon, France. xpo.com

Forward-looking Statements

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including our financial
targets. All statements other than statements of historical fact are, or may be deemed to be, forward-looking
statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms
such as “anticipate,” “estimate,” “ believe,” “continue,” “could,” “ intend,” “may,” “plan,” “potential,” “predict,” “should,”
“will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the
negative of these terms or other comparable terms. However, the absence of these words does not mean that
the statements are not forward-looking. These forward-looking statements are based on certain assumptions
and analyses made by us in light of our experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that
may cause actual results, levels of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or implied by such forward-looking
statements. Factors that might cause or contribute to a material difference include the risks discussed in our
filings with the SEC and the following: economic conditions generally; competition and pricing pressures; our
ability to align our investments in capital assets, including equipment, service centers and warehouses, to our
customers’ demands; our ability to successfully integrate and realize anticipated synergies, cost savings and profit
improvement opportunities with respect to acquired companies; our ability to develop and implement suitable
information technology systems and prevent failures in or breaches of such systems; our substantial indebtedness;
our ability to raise debt and equity capital; our ability to maintain positive relationships with our network of third-
party transportation providers; our ability to attract and retain qualified drivers; litigation, including litigation
related to alleged misclassification of independent contractors; labor matters, including our ability to manage our
subcontractors, and risks associated with labor disputes at our customers and efforts by labor organizations to
organize our employees; risks associated with our self-insured claims; risks associated with defined benefit plans
for our current and former employees; fluctuations in currency exchange rates; fluctuations in fixed and floating
interest rates; our ability to execute our growth strategy through acquisitions; fuel price and fuel surcharge changes;
issues related to our intellectual property rights; governmental regulation, including trade compliance laws; and
governmental or political actions, including the United Kingdom’s likely exit from the European Union. All forward-
looking statements set forth in this document are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on us or our business or operations. Forward-looking
statements set forth in this document speak only as of the date hereof, and we do not undertake any obligation to
update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the
occurrence of unanticipated events, except to the extent required by law.

W e had a lot to be proud of in 2017. For the sixth straight year, we delivered results that met or exceeded our financial

targets. Fortune ranked us the fastest-growing transportation company on the Fortune 500. Forbes named us the top-

performing U.S. company on the Global 2000 and one of America’s Best Employers. In Italy, we were awarded 2017 Logistics
Company of the Year for innovation and safety. And recently, Fortune honored us again as one of the World’s Most Admired
Companies. These are all important achievements — but the one we’re most proud of is this: XPO was the best-performing
stock of 2017 in the transportation universe.

We have many different stakeholder interests at heart. We care deeply about keeping our employees and customers happy, and
being a good corporate citizen. It’s essential to give back to communities, and to be a flag bearer for safety and sustainability, as
well as good governance. These things are at the heart of our culture. Ultimately, they are all paths that lead to value creation.

2017 gave us a distinct opportunity to generate value from our existing operations. There was no single lever; we continued to
optimize our business, rationalize costs on every level and make investments in key areas such as sales and technology. Our
sales organization took a major step forward in 2017, both quantitatively and qualitatively. We more than tripled the number of
strategic account executives and added over 200 salespeople in specific lines of business, with another 170 planned this year.
Our expanded training initiatives ramp up productivity by immersing new hires in our sales culture.

The results have been remarkable: the $2.8 billion of sales we closed in 2017 was up 55% over 2016, and our pipeline stands at more
than $3 billion. Our positioning has a strong competitive moat: leading positions in the fastest-growing areas of transportation and
logistics, a blended business model that is largely asset-light, critical capacity where prudent, and a platform for groundbreaking
technological developments on the XPO cloud. We integrate new technology very rapidly across our global operations.

Today, XPO is the industry’s leading champion of technology. Our global team of approximately 1,700 technologists and
over 100 data scientists concentrate their efforts in four areas of innovation: automation and intelligent machines, visibility
and customer service, the digital freight marketplace and dynamic data science. This is our blueprint for transforming
transportation and logistics.

In 2017, we invested approximately $470 million in technology to deliver world-class customer service. We launched interactive
applications to enhance the consumer experience during last mile deliveries, brought our Freight Optimizer brokerage system
to Europe, and unveiled our Drive XPO mobile app for carriers. Our solutions helped blue chip companies transform their supply
chains through automation and the digital management of raw materials, parts and finished goods.

Many of our logistics sites have already become innovation showplaces, with robots working side-by-side with human
teammates, drones and automated sortation systems. Sophisticated XPO analytics predict the flow of goods and future
returns, helping e-commerce customers plan labor and inventory levels. Our technology facilitates lean manufacturing support,
aftermarket support, omnichannel distribution and transportation management. We’ve harnessed machine learning to make our
software continually more efficient at what it does, powered by algorithms proprietary to XPO. At the same time, we’re relentless
in becoming more efficient ourselves — our implementation of robotic process automation (RPA) in our intermodal unit has
vastly improved the accounts receivable workflow and will be extended to other business units.

In these and many other ways, we’re continuing to capitalize on our strengths of scale, density, service range and stability
to propel revenue growth and margin expansion. This resonates with customers, investors and colleagues alike. Our mantra
captures the essence of XPO: Results Matter.

2017 Highlights

We started 2017 on a positive note and rapidly built momentum. By year-end, we had surpassed our outlook for adjusted
EBITDA and free cash flow, and delivered fourth quarter organic growth1 of 10.4%.

For the full year, we reported total revenue of $15.38 billion and net income attributable to common shareholders of $312.4
million, or $2.45 per diluted share. Adjusted EBITDA1 was $1.37 billion. Cash flow from operations and free cash flow1 were very
strong at $798.6 million and $373.9 million, respectively.

Our markets in 2017 were shaped by various dynamics under the umbrella of a favorable macro environment. In North America,
for example, truckload capacity tightened in the back half of the year, improving the performance of our truck brokerage
and intermodal units. A strong holiday peak benefitted our last mile operations. In Europe, broad-based economic strength
accelerated logistics outsourcing, particularly in the United Kingdom.

©2018 XPO Logistics, Inc.One of the most pervasive tailwinds, given our service range, is inarguably e-commerce. The consumer shift toward online
purchases has continued to increase global demand for our services. In 2017, this was most notable in Europe, where XPO has the
largest platform for outsourced e-commerce order fulfillment and returns management, and in the U.S., where we’re the largest
provider of last mile logistics for heavy goods. We recently brought our last mile expertise to Europe, with promising results.

We’re also generating results independent of external conditions. One good example is our North American less-than-truckload
(LTL) unit. In 2017, we set goals for more profitable LTL freight and higher fleet utilization. Our plan helped drive an adjusted
operating ratio improvement of 130 basis points, with more opportunity this year. In a separate initiative, we’re linking our
U.S. networks for contract logistics, LTL and last mile through technology, creating a compelling value proposition in the
e-commerce space.

We completed two significant financial transactions in 2017. On March 10, we entered into a $1.494 billion refinancing of our
existing term loan agreement at a rate of LIBOR plus 2.25%, with a 0% LIBOR floor, maturing on October 30, 2021. We estimate
that this will result in an annualized savings of approximately $15 million.

On July 25, we completed a public offering of 11,000,000 shares of XPO common stock through a registered underwritten offering;
5,000,000 shares were sold directly at closing, and 6,000,000 shares are subject to forward sale agreements by July 2018. We
intend to use the aggregate gross proceeds of approximately $640 million for general corporate purposes, primarily acquisitions.

Our balance sheet is strong, with 2.8 times net debt2 to adjusted EBITDA for the trailing 12 months ended December 31, 2017.
As of February 28, 2018, approximately 80% of our debt doesn’t mature until 2022 or later, and all of our debt is covenant-light.

2018 Outlook

We’re continuing to execute our strategy for high growth and high returns from a position of considerable strength. We
expect our 2018 performance to once again outpace the industry and deliver at least 17% adjusted EBITDA growth.
Our adjusted EBITDA target this year is $1.6 billion, and we now expect our 2017—2018 cumulative free cash flow to be
approximately $1 billion, which is $100 million higher than the original target.

Our strategy is working. I’m proud that when the world looks at XPO they see the caliber of our people and the quality of our
organization. We would not be where we are today if we relied solely on size. Instead, we’ve taken the time to ensure that we
have the best operators in place, with a motivated workforce, a culture of accountability and meticulous growth plans for each
line of business. Now we’re returning to M&A as a way to augment our momentum.

The energy I see across our global operations is the hallmark of a world-class company. We have a thirst to create even more
value for our customers, employees and, importantly, our investors. We consider it our duty to generate a superior return for
stockholders, and we take that duty extremely seriously.

I’m pleased that our efforts in 2017, together with a favorable stock market, rewarded our investors with a 112% increase
in XPO’s stock price. In 2018, we will once again do everything possible to make XPO the best-performing stock in the
transportation universe.

April 18, 2018

Bradley S. Jacobs
Chairman and Chief Executive Officer

1 Organic revenue, adjusted EBITDA and free cash flow are non-GAAP measures. Reconciliations to GAAP measures are provided in Annex A to the Proxy Statement.

2 Net debt is defined as total debt less cash and cash equivalents less the potential proceeds from the sale of the shares that were offered in July 2017 in connection
with certain forward sale agreements. Although we may settle the forward sale agreements entirely by the full physical delivery of shares of our common stock in
exchange for cash proceeds, we may elect net cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements. If
we elect to net cash settle or net share settle the forward sale agreements, we may not receive any cash proceeds. See note 12 to the attached annual report for
additional information related to the forward sale agreements, including the company’s settlement options. A reconciliation of total debt to net debt is provided in
Annex A to the Proxy Statement.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 17, 2018

To the stockholders of XPO Logistics, Inc.:

Notice is hereby given that the annual meeting of stockholders of XPO Logistics, Inc. will be held on Thursday, May 17, 2018 at
10:00 a.m. Eastern Daylight Time at Doral Arrowwood, 975 Anderson Hill Road, Rye Brook, NY 10573 for the following purposes
as more fully described in the proxy statement:

■ To elect seven (7) members of our Board of Directors for a term to expire at the 2019 annual meeting of stockholders or until

their successors are duly elected and qualified;

■ To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2018;

■ To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”) as disclosed in

this proxy statement;

■ To consider an advisory vote on the frequency of future advisory votes to approve executive compensation;

■ To consider and act upon a stockholder proposal regarding an annual sustainability report, if properly presented at the annual

meeting;

■ To consider and act upon a stockholder proposal regarding the company’s executive compensation clawback policy, if

properly presented at the annual meeting; and

■ To consider and transact such other business as may properly come before the annual meeting or any adjournments or

postponements thereof.

Only stockholders of record of our common stock, par value $0.001 per share, and our Series A Convertible Perpetual Preferred
Stock, par value $0.001 per share, as of the close of business on April 6, 2018 are entitled to receive notice of, and to vote at, the
annual meeting or any adjournment or postponement of the annual meeting.

Please note that if you plan to attend the annual meeting in person, you will need to register in advance and receive an
admission ticket in order to be admitted. Please follow the instructions on pages 4-8 of the proxy statement.

Your vote is important. Whether or not you plan to attend the annual meeting in person, it is important that your shares be
represented. We ask that you vote your shares as soon as possible.

By Order of the Board of Directors,

Bradley S. Jacobs
Chairman and Chief Executive Officer

Greenwich, Connecticut
April 18, 2018

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on May 17, 2018:

This Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2017
are available at www.edocumentview.com/XPO.

table of contents

PROXY STATEMENT SUMMARY

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Introduction—An Overview of Our Mission and How Our Board Composition is Aligned with Our Strategy
Directors
Role of the Board and Board Leadership Structure
Board Risk Oversight
Committees of the Board and Committee Membership
Director Compensation
Compensation Committee Interlocks and Insider Participation
Corporate Governance Guidelines and Codes of Ethics
Exclusive Forum Bylaw Amendment
Director Independence
Director Selection Process
Human Capital Management
Stockholder Communication with the Board
Stockholder Proposals for Next Year’s Annual Meeting

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis
Compensation Committee Report
Compensation Tables
Employment Agreements with NEOs

EQUITY COMPENSATION PLAN INFORMATION

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

AUDIT-RELATED MATTERS

Report of the Audit Committee
Policy Regarding Pre-Approval of Services Provided by the Outside Auditors
Services Provided by the Outside Auditors

PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING

Proposal 1: Election of Directors
Proposal 2: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2018
Proposal 3: Advisory Vote to Approve Executive Compensation
Proposal 4: Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation
Proposal 5: Stockholder Proposal Regarding an Annual Sustainability Report
Proposal 6: Stockholder Proposal Regarding the Company’s Executive Compensation Clawback Policy

OTHER MATTERS

AVAILABILITY OF ANNUAL REPORT AND PROXY STATEMENT

ANNEX A - RECONCILIATION OF NON-GAAP MEASURES

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on May 17, 2018 :

This Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2017
are available at www.edocumentview.com/XPO.

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Proxy Stat emen t Summary

This proxy statement sets forth information relating to the solicitation of proxies by the Board of Directors (“Board of
Directors” or “Board”) of XPO Logistics, Inc. in connection with our company’s 2018 annual meeting of stockholders.
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all
of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2018 Annual Meeting of Stockholders

Date and Time: May 17, 2018 at 10:00 a.m. Eastern Daylight Time

Place: Doral Arrowwood, 975 Anderson Hill Road, Rye Brook, NY 10573

Record Date: You can vote if you were a stockholder of record of our company as of the close of business on April 6, 2018
(the “Record Date”).

Admission: You will need an admission ticket to enter the annual meeting. You may request an admission ticket by providing the
name under which you hold shares of record or, if your shares are held in the name of a bank, broker or other holder of record,
the evidence of your beneficial ownership of the shares, the number of admission tickets you are requesting and your contact
information. No cameras, mobile phones or other electronic or recording devices will be allowed to be used in the meeting room.

You can submit your request by sending an e-mail to stockholdermeetings@xpo.com OR by calling us toll-free at (855) 976-6951.

This proxy statement and form of proxy are first being mailed on or about April 18, 2018, to our stockholders of record as of the
close of business on April 6, 2018.

Voting Matters and Board Recommendations

The Board is not aware of any matter that will be presented for a vote at the 2018 annual meeting of stockholders other than
those shown below.

Board Vote
Recommendation

Page Reference
(for more detail)

PROPOSAL 1: Election of Directors
To elect seven (7) members of our Board of Directors for a term to expire at the 2019
annual meeting of stockholders or until their successors are duly elected and qualified

FOR
each Director
Nominee

9-19, 50

PROPOSAL 2: Ratification of Appointment of Independent Public Accounting Firm
To ratify the appointment of KPMG LLP as our independent registered public
accounting firm for fiscal year 2018

FOR

48-49, 51

PROPOSAL 3: Advisory Vote to Approve Executive Compensation
To conduct an advisory vote to approve the executive compensation of our named
executive officers (“NEOs”) as disclosed in this proxy statement

FOR

23-45, 52

PROPOSAL 4: Advisory Vote on Frequency of Future Advisory Votes to Approve
Executive Compensation
To consider an advisory vote on the frequency of future advisory votes to approve
executive compensation

ONE YEAR

PROPOSAL 5: Stockholder Proposal Regarding an Annual Sustainability Report
To issue an annual sustainability report regarding environmental, social and
governance-related issues affecting the company

AGAINST

54-55

PROPOSAL 6: Stockholder Proposal Regarding the Company’s Executive
Compensation Clawback Policy
To adopt an amendment to the clawback policy to allow the company to recoup
compensation under certain conditions

AGAINST

56-57

How to Cast Your Vote

If you are a registered stockholder (i.e., you hold your shares in your own name), you can vote by proxy in three convenient ways:

■ By telephone: Call toll-free 1-800-652-VOTE (8683) and follow the instructions.

■ By internet: Go to www.envisionreports.com/XPO and follow the instructions.

■ By mail: Complete, sign, date and return your proxy card in the provided envelope.

Telephone and internet voting facilities for stockholders of record will be available 24 hours a day and will close at 1:00
a.m. Eastern Daylight Time on May 17, 2018.

If you are the beneficial owner of shares, please follow the voting instructions provided by your broker, trustee or other nominee.

Board of Directors Nominees

The following table provides summary information about each director nominee. Each director is elected annually by a majority
of the votes cast. The average age of our director nominees is 60 years and the average tenure is 5.1 years.

Occupation

Independent

NCGC

AcqC

Committee
Memberships

Name

Age

Director
Since

Bradley S. Jacobs

Gena L. Ashe

2011

2016

AnnaMaria DeSalva

2017

Michael G. Jesselson

2011

Chairman and Chief Executive Officer, XPO
Logistics, Inc.

Former Senior Vice President, Chief Legal
Officer and Corporate Secretary, Adtalem Global
Education Inc.

Former Global Chief Communications Officer, E.I.
du Pont de Nemours & Co. (DuPont)

Lead Independent Director, XPO Logistics, Inc.
President and Chief Executive Officer, Jesselson
Capital Corporation

Adrian P. Kingshott

2011

Chief Executive Officer, AdSon LLC

Jason D. Papastavrou*

2011

Founder and Chief Investment Officer, ARIS
Capital Management, LLC

Oren G. Shaffer*

2011

Former Vice Chairman and Chief Financial Officer,
Qwest Communications International, Inc.

✓

AC = Audit Committee

NCGC = Nominating and Corporate

C = Committee Chair

CC = Compensation Committee

Governance Committee

AcqC = Acquisition Committee

✓ = Committee Member

* = Audit Committee Financial Expert

Board Independence

Board Leadership

Board Refreshment

Six of our eight current directors are independent; the Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee consist entirely of independent directors.

In 2016, our Board added a robust lead independent director position to its leadership structure to complement the
roles of our independent committees and independent committee chairs in providing effective Board oversight.
These independent structures work in conjunction with the dual roles served by our Chairman and Chief Executive
Officer. The Board believes that the Board and company’s leadership structure functions well for our company and
is in the best interests of our stockholders based on the current strategy and ownership structure.

Our Board is committed to practices that create an effective mix of useful expertise and fresh perspectives,
including the thoughtful refreshment of the Board when appropriate. In 2015, the Board initiated a process
to seek out highly qualified director candidates who bring relevant experience to the Board and reflect our
company’s growing scale and diversity. This resulted in the addition of three new directors, one in 2015, one in
2016 and one in 2017. We regularly review our Board practices and composition.

Committee Chair Rotations

As part of its annual review of Board committee composition and committee chair assignments, in March
2016, the Board reconstituted the committees and rotated committee chairs in order to enhance the effective
functioning of the committees and bring fresh perspectives to committee processes.

Annual Director Elections

All directors are elected annually for one-year terms or until their successors are elected and qualified.

Majority Voting for Director
Elections

Our bylaws provide for a majority voting standard in uncontested elections, and further require that a director
who fails to receive a majority vote must tender his or her resignation to the Board.

Board Evaluations

Our Board evaluates committee and director performance and practices regularly.

Risk Oversight and Financial
Reporting

Our Board seeks to provide robust oversight of current and potential risks facing our company and its business
and demonstrate strong financial reporting practices.

Clawback Policy

Our NEOs are subject to clawback provisions with respect to annual and long-term cash incentive compensation.

Lock-up Restrictions

Our NEOs are subject to lock-up restrictions that generally prohibit the sale of any equity awarded by our
company until September 2, 2018.

Stock Ownership Guidelines

In 2016, our Board established stock ownership guidelines for our NEOs and other executive officers to further
align their interests with those of our stockholders.

No Hedging or Pledging of
Company Securities

Under our insider trading policy, our company’s directors and executive officers, including the NEOs, are
prohibited from pledging and hedging transactions involving our company’s securities.

This proxy statement sets forth information relating to the solicitation of proxies by the Board of Directors (our “Board of
Directors” or our “Board”) of XPO Logistics, Inc. (“XPO” or our “company”) in connection with our company’s 2018 annual
meeting of stockholders or any adjournment or postponement of the annual meeting. This proxy statement is being furnished
by our Board of Directors for use at the annual meeting of stockholders to be held on May 17, 2018 at 10:00 a.m. Eastern
Daylight Time at Doral Arrowwood, 975 Anderson Hill Road, Rye Brook, NY 10573.

This proxy statement and form of proxy are first being mailed on or about April 18, 2018, to our stockholders of record as of the
close of business on April 6, 2018 (the “Record Date”).

Questions And Answers About Our Annual Meeting
The following questions and answers address some questions you may have regarding the annual meeting. These questions
and answers may not include all the information that may be important to you as a stockholder of our company. Please refer to
the more detailed information contained elsewhere in this proxy statement.

What items of business will be voted on at the annual meeting?

We expect that the business put forth for a vote at the annual meeting will be as follows:

■ To elect seven (7) members of our Board of Directors for a term to expire at the 2019 annual meeting of stockholders or until

their successors are duly elected and qualified (Proposal 1);

■ To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for fiscal year 2018

(Proposal 2);

■ To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”) as disclosed in

this proxy statement (Proposal 3);

■ To consider an advisory vote on the frequency of future advisory votes to approve executive compensation (Proposal 4);

■ To consider and act upon a stockholder proposal regarding an annual sustainability report, if properly presented at the annual

meeting (Proposal 5);

■ To consider and act upon a stockholder proposal regarding the company’s executive compensation clawback policy, if

properly presented at the annual meeting (Proposal 6); and

■ To consider and transact such other business as may properly come before the annual meeting or any adjournments or

postponements thereof.

In addition, senior management of XPO and representatives of our outside auditor, KPMG, will be available to respond to
appropriate questions.

Who can attend and vote at the annual meeting?

You are entitled to receive notice of and to attend and vote at the annual meeting, or any adjournment or postponement thereof,
if, as of the close of business on April 6, 2018, the Record Date, you were a holder of record of our common stock or Series A
Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”).

As of the Record Date, there were 120,597,574 shares of common stock issued and outstanding, each of which is entitled to
one vote on each matter to come before the annual meeting. In addition, as of the Record Date, there were 71,510 shares of
Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock is entitled to vote together with our
common stock on each matter to come before the annual meeting as if the shares of Series A Preferred Stock were converted
into shares of common stock as of the Record Date, meaning that each share of Series A Preferred Stock is entitled to
approximately 143 votes on each matter to come before the annual meeting. As a result, a total of 130,813,288 votes are eligible
to be cast at the annual meeting based on the number of outstanding shares of our common stock and Series A Preferred
Stock, voting together as a single class.

If you wish to attend the annual meeting and your shares are held in an account at a broker, dealer, commercial bank, trust
company or other nominee (i.e., in “street name”), you will need to bring a copy of your voting instruction card or statement
reflecting your share ownership as of the Record Date, as well as an admission ticket as outlined below. Street name
stockholders who wish to vote at the annual meeting will need to obtain a proxy from the broker, dealer, commercial bank, trust
company or other nominee that holds their shares.

Yes, you will need an admission ticket to enter the annual meeting. You may request tickets by providing the name under
which you hold shares of record or, if your shares are held in the name of a bank, broker or other holder of record, the evidence
of your beneficial ownership of the shares as of the Record Date, the number of tickets you are requesting and your contact
information. You can submit your request in the following ways:

■ By sending an e-mail to stockholdermeetings@xpo.com; or

■ By calling us toll-free at (855) 976-6951.

Stockholders also must present a form of personal photo identification in order to be admitted to the annual meeting. No
cameras, mobile phones or other electronic or recording devices will be allowed to be used in the meeting room.

How many shares must be present to conduct business at the annual meeting?

A quorum is necessary to hold a valid meeting of stockholders. For each of the proposals to be presented at the annual
meeting, the holders of shares of our common stock or Series A Preferred Stock outstanding on the Record Date representing
65,406,645 votes must be present at the annual meeting, in person or by proxy. If you vote—including by internet, telephone or
proxy card—your shares voted will be counted towards the quorum for the annual meeting. Abstentions and broker non-votes
are counted as present for the purpose of determining a quorum.

What are my voting choices?

With respect to the election of directors, you may vote “FOR” or “AGAINST” each of the director nominees, or you may
“ABSTAIN” from voting for one or more of such nominees. With respect to the other proposals to be considered at the annual
meeting, except the frequency vote on executive compensation, you may vote “FOR” or “AGAINST” or you may “ABSTAIN”
from voting on any proposal. With respect to the advisory vote on the frequency of future advisory votes to approve executive
compensation, you may vote for one of four choices for the proposal on the proxy card or voting instruction: “ONE YEAR,”
“TWO YEARS,” “THREE YEARS” or “ABSTAIN.” If you sign your proxy or voting instruction card without giving specific
instructions, your shares will be voted in accordance with the recommendations of our Board of Directors and at the discretion
of the proxy holders on any other matters that properly come before the annual meeting.

What vote is required to approve the proposals being considered at the annual meeting?

■ Proposal 1: Election of seven (7) directors. The election of each of the seven (7) director nominees named in this proxy

statement requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” a nominee
must exceed the number of shares voted “against” such nominee) by holders of shares of our common stock (including those
that would be issued if all of our outstanding Series A Preferred Stock had converted into shares of our common stock as of the
Record Date) at the annual meeting at which a quorum is present. If any incumbent director standing for re-election receives a
greater number of votes “against” his or her election than votes “for” such election, our bylaws require that such person must
promptly tender his or her resignation to our Board of Directors. You may not accumulate your votes for the election of directors.

Brokers may not use discretionary authority to vote shares on the election of directors if they have not received specific
instructions from their clients. If you are a beneficial owner of shares, for your vote to be counted in the election of directors,
you will need to communicate your voting decisions to your bank, broker or other nominee before the date of the annual
meeting in accordance with their specific instructions. Abstentions and broker non-votes are not considered votes cast for
purposes of tabulation of such vote, and will have no effect on the election of director nominees.

■ Proposal2:RatificationoftheappointmentofKPMGLLPasourindependentregisteredpublicaccountingfirmfor
fiscalyear2018. Ratification of the appointment of KPMG as our independent registered public accounting firm for the year
ending December 31, 2018, requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted
“for” such proposal must exceed the number of shares voted “against” such proposal) by holders of shares of our common
stock (including those that would be issued if all our outstanding Series A Preferred Stock had converted into shares of our
common stock as of the Record Date) at the annual meeting at which a quorum is present. Abstentions are not considered
votes cast for purposes of tabulation of the foregoing vote, and will have no effect on the ratification of KPMG. We do not
expect any broker non-votes as brokers have discretionary authority to vote on this proposal.

©2018 XPO Logistics, Inc.
■ Proposal3:Advisoryvotetoapproveexecutivecompensation. Advisory approval of the resolution on executive

compensation of our NEOs as disclosed in this proxy statement requires the affirmative vote of a majority of the votes cast
(meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal)
by holders of shares of our common stock (including those that would be issued if all our outstanding Series A Preferred
Stock had converted into shares of our common stock as of the Record Date) at the annual meeting at which a quorum
is present. This resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on our Board of Directors.
Although non-binding, our Board of Directors and the Compensation Committee will review and consider the voting results
when making future decisions regarding our executive compensation program.

Brokers may not use discretionary authority to vote shares on the advisory vote to approve executive compensation if they
have not received specific instructions from their clients. If you are a beneficial owner of shares, for your vote to be counted
in the advisory vote to approve executive compensation, you will need to communicate your voting decisions to your bank,
broker or other nominee before the date of the annual meeting in accordance with their specific instructions. Abstentions
and broker non-votes are not considered votes cast for purposes of tabulation of such vote, and will have no effect on the
advisory vote to approve executive compensation.

■ Proposal4:Advisoryvoteonfrequencyoffutureadvisoryvotestoapproveexecutivecompensation. Advisory

determination of the preference of the frequency of future advisory votes to approve executive compensation will be based
on one of four choices for this proposal as indicated on the proxy card or voting instruction: one year, two years, three years
or abstain. The voting frequency option that receives the highest number of votes cast by stockholders at the annual meeting
or any adjournment or postponement of the annual meeting will be the frequency for the advisory vote to approve executive
compensation that has been selected by stockholders. However, the vote is not binding on our Board of Directors and the
Compensation Committee. Although non-binding, our Board of Directors and the Compensation Committee will carefully
review the voting results. Notwithstanding our Board’s recommendation and the outcome of the stockholder vote, our Board
may, in the future, decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on
factors such as discussions with stockholders and the adoption of material changes to compensation programs.

Brokers may not use discretionary authority to vote shares on the advisory vote on frequency of future advisory votes to
approve executive compensation if they have not received specific instructions from their clients. If you are a beneficial
owner of shares, for your vote to be counted in the advisory vote on frequency of future advisory votes to approve executive
compensation, you will need to communicate your voting decisions to your bank, broker or other nominee before the date of
the annual meeting in accordance with their specific instructions. Abstentions and broker non-votes are not considered votes
cast for purposes of tabulation of such vote, and will have no effect on the advisory vote on the frequency of future advisory
votes to approve executive compensation.

■ Proposal5:Stockholderproposalregardinganannualsustainabilityreport. Approval of the issuance of an annual

sustainability report regarding environmental, social and governance related issues affecting the company requires the
affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must exceed the
number of shares voted “against” such proposal) by holders of shares of our common stock (including those that would be
issued if all our outstanding Series A Preferred Stock had converted into shares of our common stock as of the Record Date)
at the annual meeting at which a quorum is present.

Brokers may not use discretionary authority to vote shares on this stockholder proposal if they have not received specific
instructions from their clients. If you are a beneficial owner of shares, for your vote to be counted for or against the
stockholder proposal regarding annual sustainability reporting, you will need to communicate your voting decision to
your bank, broker or other nominee before the date of the annual meeting in accordance with their specific instructions.
Abstentions and broker non-votes are not considered votes cast for purposes of tabulation of such vote, and will have no
effect on the vote on this stockholder proposal.

■ Proposal6:Stockholderproposalregardingthecompany’sexecutivecompensationclawbackpolicy. Approval of an
amendment to the company’s executive compensation clawback policy to require the company to recoup compensation
from its senior executives under certain conditions requires the affirmative vote of a majority of the votes cast (meaning the
number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) by holders
of shares of our common stock (including those that would be issued if all our outstanding Series A Preferred Stock had
converted into shares of our common stock as of the Record Date) at the annual meeting at which a quorum is present.

Brokers may not use discretionary authority to vote shares on this stockholder proposal if they have not received specific
instructions from their clients. If you are a beneficial owner of shares, for your vote to be counted for or against the
stockholder proposal regarding an amendment to the clawback policy, you will need to communicate your voting decision
to your bank, broker or other nominee before the date of the annual meeting in accordance with their specific instructions.
Abstentions and broker non-votes are not considered votes cast for purposes of tabulation of such vote, and will have no
effect on the vote on this stockholder proposal.

In general, other business properly brought before the annual meeting requires the affirmative vote of a majority of the votes cast
(meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such proposal) by
holders of shares of our common stock (including those that would be issued if all our outstanding Series A Preferred Stock had
converted into shares of our common stock as of the Record Date) at the annual meeting at which a quorum is present.

How does the Board of Directors recommend that I vote?

Our Board of Directors, after careful consideration, recommends that our stockholders vote “FOR” the election of each director
nominee named in this proxy statement, “FOR” ratification of KPMG as our independent registered public accounting firm for
fiscal year 2018, “FOR” advisory approval of the resolution to approve executive compensation, for the option of every “ONE
YEAR” as the preferred frequency for future advisory votes to approve executive compensation, “AGAINST” the approval of
the stockholder proposal regarding annual sustainability reporting, if such proposal is properly presented at the meeting, and
“AGAINST” the approval of the stockholder proposal regarding the company’s executive compensation clawback policy, if such
proposal is properly presented at the meeting.

What do I need to do now?

We urge you to read this proxy statement carefully, then mail your completed, dated and signed proxy card in the enclosed
return envelope as soon as possible so that your shares can be voted at the annual meeting of stockholders. Holders of record
may also vote by telephone or the internet by following the instructions on the proxy card.

How do I cast my vote?

Registered Stockholders. If you are a registered stockholder (i.e., you hold your shares in your own name through our transfer
agent, Computershare Trust Company, N.A., and not through a broker, bank or other nominee that holds shares for your account in
“street name”), you may vote by proxy via the internet, by telephone, or by mail by following the instructions provided on the proxy
card. Proxies submitted via telephone or internet must be received by 1:00 a.m. Eastern Daylight Time on May 17, 2018. Please
see the proxy card provided to you for instructions on how to submit your proxy by telephone or the internet. Stockholders of
record who attend the annual meeting may vote in person by obtaining a ballot from the inspector of elections.

BeneficialOwners. If you are a beneficial owner of shares (i.e., your shares are held in the name of a brokerage firm, bank or a
trustee), you may vote by proxy by following the instructions provided in the voting instruction form or other materials provided
to you by the brokerage firm, bank or other nominee that holds your shares. To vote in person at the annual meeting, you must
obtain a legal proxy from the brokerage firm, bank or other nominee that holds your shares.

What is the deadline to vote?

If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the annual
meeting. As indicated on the proxy card provided to you, proxies submitted via telephone or internet must be received by
1:00 a.m. Eastern Daylight Time on May 17, 2018.

If you are the beneficial owner of shares, please follow the voting instructions provided by your broker, trustee or other nominee.

What happens if I do not respond or if I respond and fail to indicate my voting preference or if I abstain from voting?

If you fail to sign, date and return your proxy card or fail to vote by telephone or internet as provided on your proxy card, your
shares will not be counted towards establishing a quorum for the annual meeting, which requires holders representing a
majority of the outstanding shares of our common stock (including those that would be issued if all of our outstanding Series
A Preferred Stock had converted into shares of our common stock as of the Record Date) to be present in person or by proxy.
Failure to vote, assuming the presence of a quorum, will have no effect on the tabulation of the vote on the proposals.

If you are a stockholder of record and you properly sign, date and return your proxy card, but do not indicate your voting
preference, we will count your proxy as a vote “FOR” the election of the seven nominees for director named in “Proposal
1—Election of Directors,” “FOR” ratification of KPMG as our independent registered public accounting firm for fiscal year
2018, “FOR” advisory approval of the resolution to approve executive compensation, for a frequency of every “ONE YEAR”
as the preferred frequency for future advisory votes to approve executive compensation, “AGAINST” the approval of the
stockholder proposal regarding annual sustainability reporting, if properly presented at the annual meeting, and “AGAINST”
the approval of the stockholder proposal regarding the company’s executive compensation clawback policy, if properly
presented at the annual meeting.

©2018 XPO Logistics, Inc.If my shares are held in “street name” by my broker, dealer, commercial bank, trust company or other nominee, will such
broker or other nominee vote my shares for me?

You should instruct your broker or other nominee on how to vote your shares using the instructions provided by such broker or
other nominee. Absent specific voting instructions, brokers or other nominees who hold shares of our common stock in “street
name” for customers are prevented by the rules set forth in the Listed Company Manual (the “NYSE Rules”) of the New York Stock
Exchange (the “NYSE”) from exercising voting discretion in respect of non-routine or contested matters. We expect that when the
NYSE evaluates the proposals to be voted on at the annual meeting to determine whether each proposal is a routine or non-routine
matter, only “Proposal 2—Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm
for fiscal year 2018” will be determined to be routine. Shares not voted by a broker or other nominee because such broker or other
nominee does not have instructions or cannot exercise discretionary voting power with respect to one or more proposals are
referred to as “broker non-votes.” It is important that you instruct your broker or other nominee on how to vote your shares of our
common stock held in “street name” in accordance with the voting instructions provided by such broker or other nominee.

Can I change my vote after I have mailed my proxy card?

Yes. Whether you attend the annual meeting or not, you may revoke a proxy at any time before your proxy is voted at the annual
meeting. You may do so by properly delivering a later-dated proxy either by mail, the internet or telephone or by attending the
annual meeting in person and voting. Please note, however, your attendance at the annual meeting will not automatically revoke
any prior proxy, unless you vote again at the annual meeting or specifically request in writing that your prior proxy be revoked.
You also may revoke your proxy by delivering a notice of revocation to our company (Attention: Secretary, XPO Logistics, Inc.,
Five American Lane, Greenwich, Connecticut 06831) prior to the vote at the annual meeting. If you hold your shares through a
broker, dealer, commercial bank, trust company or other nominee, you should follow the instructions of such broker or other
nominee regarding revocation of proxies.

How will the persons named as proxies vote?

If you complete and submit a proxy, the persons named as proxies will follow your instructions. If you submit a proxy but do not
provide instructions, or if your instructions are unclear, the persons named as proxies will vote as recommended by our Board
of Directors or, if no recommendation is given, by using their own discretion.

Where can I find the results of the voting?

We intend to announce preliminary voting results at the annual meeting and will publish final results through a Current Report
on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”) within four (4) business days after the annual
meeting. The Current Report on Form 8-K will be available on the internet at our website, www.xpo.com.

Who will pay for the cost of soliciting proxies?

We will pay for the cost of soliciting proxies. We have engaged Innisfree M&A Incorporated to assist us in soliciting proxies in
connection with the annual meeting, and have agreed to pay them approximately $12,500 plus their expenses for providing
such services. Our directors, officers and other employees, without additional compensation, may solicit proxies personally, in
writing, by telephone, by e-mail or otherwise. As is customary, we will reimburse brokerage firms, fiduciaries, voting trustees
and other nominees for forwarding our proxy materials to each beneficial owner of common stock or Series A Preferred Stock
held of record by them.

What is “householding” and how does it affect me?

In accordance with notices to many stockholders who hold their shares through a bank, broker or other holder of record
(a “street-name stockholder”) and share a single address, only one copy of our proxy statement and 2017 annual report to
stockholders is being delivered to that address unless contrary instructions from any stockholder at that address are received.
This practice, known as “householding,” is intended to reduce our printing and postage costs. However, any such street-name
stockholder residing at the same address who wishes to receive a separate copy of this proxy statement and annual report may
request a copy by contacting the bank, broker or other holder of record, or by sending a written request to: Investor Relations,
XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831, or by contacting Investor Relations by telephone at
(855) 976-6951. The voting instruction form sent to a street-name stockholder should provide information on how to request:
(1) householding of future company materials, or (2) separate materials if only one set of documents is being sent to a
household. A stockholder who would like to make one of these requests should contact us as indicated above.

Can I obtain an electronic copy of proxy materials?

Yes, this proxy statement, annual report and proxy card are available on the internet at www.edocumentview.com/XPO.

Introduction – An Overview of Our Mission and How Our Board Composition Is Aligned with Our Strategy

Our mission is to be the leading provider of cutting-edge supply chain solutions to the most successful companies in the world
by using our highly integrated network of people, technology and physical assets to help our customers manage their goods
more efficiently throughout their supply chains. We run our business on a global basis, with customers and employees in over
1,455 locations in 32 countries, including the United States, France, the United Kingdom and Spain. Our transportation segment
offers customers an unmatched network of multiple modes, flexible capacity and route density that transports freight quickly
and cost effectively from origin to destination. Through our logistics segment, we provide a range of differentiated and data-
intensive services, including highly engineered and customized solutions, value-added warehousing and distribution, cold chain
distribution and other inventory management solutions.

Our blueprint for transforming transportation and logistics revolves around innovation and people. Our company is a leading
champion of technology, with a global team of technologists and data scientists who concentrate their efforts in four areas of
innovation: automation and intelligent machines, visibility and customer service, the digital freight marketplace and dynamic
data science. Our success depends on our people. We care deeply about keeping our employees and customers happy,
and view giving back to communities, focusing on safety and sustainability and maintaining strong governance as essential
components of value creation.

Our Board of Directors consists of a highly experienced group of business leaders who share our values and reflect our culture.
Many of our directors have served as executive officers or on boards and board committees of major companies and have an
extensive understanding of the principles of corporate governance. In addition, our directors have a strong owner orientation—
approximately 15.4% of the voting power of our capital stock on a fully-diluted basis is held by our directors or by entities or
persons related to our directors (as of the Record Date). As described on page 13, our Board as a whole has broad expertise
with the following skill sets that are relevant to our company, business, industry and strategies:

■ business administration;

■ business operations;

■ corporate governance;

■ the customer service sector;

■ environmental, sustainability and corporate responsibility;

■ finance/capital allocation;

■ the evaluation of financial statements and capital structure;

■ human capital management;

■ international business;

■ investments;

■ sales and marketing;

■ mergers & acquisitions and integration;

■ the logistics industry;

■ risk management;

■ talent management; and

■ technology and information systems.

Directors

Our Board of Directors currently consists of eight (8) members, as set forth in the table below. The current term of each of our
directors will expire at the 2018 annual meeting of stockholders. Our Board of Directors has nominated seven (7) of the current
directors to stand for re-election at the annual meeting, as set forth in Proposal 1 on page 50 of this proxy statement.

Occupation

Bradley S. Jacobs

Chairman and Chief Executive Officer, XPO Logistics, Inc.

Gena L. Ashe

Louis DeJoy

Former Senior Vice President, Chief Legal Officer and Corporate Secretary, Adtalem Global Education Inc.

Former Chief Executive Officer, Supply Chain, XPO Logistics, Inc.

AnnaMaria DeSalva

Former Global Chief Communications Officer, E.I. du Pont de Nemours & Co. (DuPont)

Michael G. Jesselson

Lead Independent Director, XPO Logistics, Inc. President and Chief Executive Officer, Jesselson Capital Corporation

Adrian P. Kingshott

Chief Executive Officer, AdSon LLC

Jason D. Papastavrou

Founder and Chief Investment Officer, ARIS Capital Management, LLC

Oren G. Shaffer

Former Vice Chairman and Chief Financial Officer, Qwest Communications International, Inc.

While it does not currently exceed the required voting power thresholds, under the terms of an Investment Agreement, dated
June 13, 2011 (the “Investment Agreement”), by and among Jacobs Private Equity, LLC (“JPE”), the other investors party thereto
(collectively with JPE, the “Investors”), and our company, JPE has the right to designate certain percentages of the nominees for our
Board of Directors so long as JPE owns securities (including preferred stock convertible into, or warrants exercisable for, securities)
representing specified percentages of the total voting power of our capital stock on a fully-diluted basis. The foregoing rights of
JPE under the Investment Agreement are in addition to, and not in limitation of, JPE’s voting rights as a holder of capital stock
of our company. JPE is controlled by Bradley S. Jacobs, our Chairman of the Board and Chief Executive Officer. The Investment
Agreement and the terms contemplated therein were approved by our stockholders at a special meeting on September 1, 2011.

None of the foregoing will prevent our Board of Directors from acting in accordance with its fiduciary duties or applicable law
or stock exchange requirements or from acting in good faith in accordance with our governing documents, while giving due
consideration to the intent of the Investment Agreement.

Set forth below is information regarding each of our director nominees, including the experience, qualifications, attributes or
skills that led our Board of Directors to conclude that such person should serve as a director.

Bradley S. Jacobs
Age: 61

Director since 2011

Mr. Jacobs has served as our Chief Executive Officer and Chairman of our Board of Directors since September 2, 2011. Mr. Jacobs is also the
managing member of JPE, which is our second largest stockholder. Prior to XPO, he led two public companies: United Rentals, Inc. (NYSE: URI),
which he founded in 1997, and United Waste Systems, Inc., which he founded in 1989. Mr. Jacobs served as chairman and chief executive officer of
United Rentals for that company’s first six years, and as its executive chairman for an additional four years. He served eight years as chairman and
chief executive officer of United Waste Systems.

Board Committees: None
Other Public Company Boards: None

Mr. Jacobs brings to the Board:
•

In-depth knowledge of the company’s business resulting from his years of service with the company as its Chief Executive Officer;

•

Leadership experience as the company’s Chairman and Chief Executive Officer, and a successful track record of leading companies that
execute strategies similar to ours; and

•

Extensive past experience as the chairman of the board of directors of several public companies.

Gena L. Ashe
Age: 56

Director since 2016

Ms. Ashe has served as a director of the company since March 21, 2016. Ms. Ashe was senior vice president, chief legal officer and corporate
secretary of Adtalem Global Education Inc. (NYSE: ATGE) from May 2017 to February 2018, and executive vice president, chief legal officer, and
corporate secretary of BrightView Landscapes, LLC (formerly The Brickman Group, Ltd. LLC) from December 2012 to June 2016. Earlier, she served
as senior vice president of legal affairs for Catalina Marketing Corporation and held senior legal roles with the Public Broadcasting Service (“PBS”),
Darden Restaurants, Inc., Lucent Technologies and AT&T. Earlier in her career, Ms. Ashe served as an electrical engineer and scientist for IBM
Corporation before joining IBM’s legal team. Ms. Ashe holds a juris doctorate degree from Georgetown University Law Center, where she serves
on the Georgetown Law Advisory Board, a master’s degree in electrical engineering from Georgia Institute of Technology and a bachelor’s degree
in mathematics from Spelman College, where she sits on the Board of Trustees. She has completed the executive development program at the
Wharton School of the University of Pennsylvania and holds a certificate in international management from Oxford University in England.

Board Committees: Chair of Nominating and Corporate Governance Committee

Other Public Company Boards: None

Ms. Ashe brings to the Board:
•

More than two decades of valuable legal experience with public and private companies, which enables her to provide guidance to the Board and
company management on legal matters, compliance and risk assessment and corporate governance best practices; and

•

An in-depth understanding of the dynamics of three of our most important customer verticals: e-commerce, technology and food and beverage.

Age: 49

Director since 2017

Ms. DeSalva has served as a director of the company since September 19, 2017. She is a senior corporate affairs advisor to leading innovative
companies. Ms. DeSalva served as chief communications officer of E.I. du Pont de Nemours & Co. (DuPont) from March 2014 to January 31,
2018 and in the subsequent period is serving as senior advisor to the CEO and to the management team as they prepare for the separation
of new publicly traded companies. Previously, she served as head of corporate affairs for biopharmaceutical innovation at Pfizer; was an
advisor to the U.S. Food and Drug Administration; and led the global healthcare practice of Hill & Knowlton. For Bristol-Myers Squibb, she led
global public affairs for the oncology business and served as the director of the Bristol-Myers Squibb Foundation. Ms. DeSalva serves on the
board of governors of Argonne National Laboratory of the U.S. Department of Energy, and is a member of its compensation and nominating
committees; as well as the boards of directors of the non-profit Project Sunshine and the William & Mary Alumni Association. She is a graduate
of The College of William & Mary in Williamsburg, Va.; and has completed the Harvard School of Public Health’s executive education program
in risk communication, and the Advanced Health Leadership Program jointly offered by the University of California at Berkeley and Pompeu
University in Barcelona, Spain.

Board Committees: None

Other Public Company Boards: None

Ms. DeSalva brings to the Board:
•

Significant experience in marketing and public relations, having previously served in senior communications roles at several public
companies; and

•

Expertise in managing significant public company merger transactions, with an emphasis on effective external stakeholder engagement.

Michael G. Jesselson

Age: 66

Director since 2011
Lead Independent Director since 2016

Mr. Jesselson has served as director of the company since September 2, 2011, and as lead independent director since March 20, 2016. He has
served as president and chief executive officer of Jesselson Capital Corporation since 1994. Mr. Jesselson served as a director of American
Eagle Outfitters, Inc. (NYSE: AEO) from November 1997 to May 2017, most recently as its lead independent director. Prior to that, he worked
at Philipp Brothers, a division of Engelhard Industries from 1972 to 1981, then at Salomon Brothers Inc. in the financial trading sector. He is
a director of C-III Capital Partners LLC, Clarity Capital and other private companies, as well as numerous philanthropic organizations. Mr.
Jesselson also serves as the chairman of Bar Ilan University in Israel. He attended New York University School of Engineering.

Board Committees:
• Member of Compensation Committee

• Member of Nominating and Corporate Governance Committee

Other Public Company Boards: None

Mr. Jesselson brings to the Board:
•

Significant experience with public company corporate governance issues through prior service on the board of directors of American Eagle
Outfitters, including as its lead independent director; and

• Extensive investment expertise.

Adrian P. Kingshott

Age: 58

Director since 2011

Mr. Kingshott has served as a director of the company since September 2, 2011. He has served as the chief executive officer of AdSon LLC since
October 2005 and as managing director of Spotlight Advisors, LLC since September 2015. He has been a senior advisor to Headwaters Merchant
Bank since 2013. Previously, with Goldman Sachs, he was co-head of the firm’s Global Leveraged Finance business and held other positions over a
17-year tenure. More recently, Mr. Kingshott was a managing director and portfolio manager at Amaranth Advisors, LLC. He is an adjunct professor
of Global Capital Markets and Investments at Fordham University’s Gabelli School of Business. He holds a master of business administration
degree from Harvard Business School and a master of jurisprudence degree from Oxford University. Mr. Kingshott is a member of the board of
directors of Centre Lane Investment Corp.

Board Committees:
• Chairman of Compensation Committee

• Member of Audit Committee

• Member of Acquisition Committee

Other Public Company Boards: None

Mr. Kingshott brings to the Board:
•

More than 25 years of experience in the investment banking and investment management industries; and

•

Expertise with respect to corporate governance, acquisition transactions, debt and equity financing and corporate financial management issues.

Age: 55

Director since 2011

Dr. Papastavrou has served as a director of the company since September 2, 2011. He founded ARIS Capital Management, LLC in 2004
and serves as its chief investment officer. Previously, Dr. Papastavrou was the founder and managing director of the Fund of Hedge Funds
Strategies Group of Banc of America Capital Management (BACAP), president of BACAP Alternative Advisors, and a senior portfolio
manager with Deutsche Asset Management. He was a tenured professor at Purdue University School of Industrial Engineering, and holds a
doctorate in electrical engineering and computer science from the Massachusetts Institute of Technology. Dr. Papastavrou serves on the
board of directors of United Rentals, Inc. (NYSE: URI).

Board Committees:
• Chairman of Acquisition Committee

• Member of Audit Committee

• Member of Compensation Committee

• Member of Nominating and Corporate Governance Committee

Other Public Company Boards: United Rentals, Inc. (since 2005)

Dr. Papastavrou brings to the Board:
• Financial expertise related to his qualifications as an “audit committee financial expert” under SEC regulations; and

• Extensive experience with finance and risk-related matters, from holding senior positions at investment management firms.

Oren G. Shaffer

Age: 75

Director since 2011

Mr. Shaffer has served as a director of the company since September 2, 2011. From 2002 to 2007, Mr. Shaffer was vice chairman and chief
financial officer of Qwest Communications International, Inc. (now CenturyLink, Inc.). Previously, Mr. Shaffer was president and chief operating
officer of Sorrento Networks, Inc., executive vice president and chief financial officer of Ameritech Corporation, and held senior executive
positions with The Goodyear Tire & Rubber Company, where he also served on the board of directors. Additionally, Mr. Shaffer is a director on
the board of Terex Corporation (NYSE: TEX). He holds a master’s degree in management from the Sloan School of Management, Massachusetts
Institute of Technology, and a degree in finance and business administration from the University of California, Berkeley.

Board Committees:
• Chairman of Audit Committee

Other Public Company Boards: Terex Corporation (since 2007)

Mr. Shaffer brings to the Board:
• Senior financial, operational and strategic experience with various large companies;

• Corporate governance expertise from serving as director of various public companies; and

• Financial expertise related to his qualifications as an “audit committee financial expert” under SEC regulations.

Bradley S.
Jacobs

Gena L.
Ashe

AnnaMaria
DeSalva

Michael G.
Jesselson

Adrian P.
Kingshott

Jason D.
Papastavrou, Ph.D.

Oren G.
Shaffer

BUSINESS ADMINISTRATION experience
brings valuable organizational techniques and
leadership qualities.

BUSINESS OPERATIONS experience provides a
practical understanding of developing, implementing
and assessing our operating plan and business strategy.

CORPORATE GOVERNANCE experience bolsters
Board and management accountability, transparency
and a focus on stockholder interests.

CUSTOMER SERVICE SECTOR experience brings
important perspective to our Board given the
importance of customer service to our business model.

ENVIRONMENTAL, SUSTAINABILITY AND
CORPORATE RESPONSIBILITY experience allows
our Board’s oversight to guide our long-term value
creation for stockholders in a way that is responsible
and sustainable.

FINANCE/CAPITAL ALLOCATION experience is
crucial to our Board’s evaluation of our financial
statements and capital structure.

FINANCIAL EXPERTISE/LITERACY assists our
directors in understanding and overseeing our
financial reporting and internal controls.

HUMAN CAPITAL MANAGEMENT experience allows
our Board to further our company’s goals for making
XPO an attractive employment environment and
aligning human resource objectives with our strategic
and operational priorities.

INTERNATIONAL experience is important given the
global nature of our business strategy and operations.

INVESTMENT experience assists our Board
in evaluating our financial statements and
investment strategy.

SALES AND MARKETING experience helps our Board
assist our business strategy and developing new
products and operations.

MERGERS AND ACQUISITIONS AND INTEGRATION
experience helps our company identify the optimal
targets for M&A activity to achieve our strategic
objectives and realize synergies and growth.

LOGISTICS INDUSTRY experience is important in
understanding and reviewing our business and strategy.

RISK MANAGEMENT experience is critical to our
Board’s role in overseeing the risks facing our company.

TALENT MANAGEMENT experience helps XPO
attract, motivate and retain top candidates for
leadership roles.

TECHNOLOGY AND INFORMATION SYSTEMS
experience is relevant as we continually seek to enhance
our customer experience and internal operations.

Our business and affairs are managed under the direction of our Board of Directors, which is our company’s ultimate decision-
making body, except with respect to those matters reserved to our stockholders. Our Board’s primary responsibility is to seek
to maximize long-term stockholder value. Our Board establishes our overall corporate policies, selects and evaluates our
senior management team, which is charged with the conduct of our business, monitors the performance of our company and
management, and provides advice and counsel to management. In fulfilling the Board’s responsibilities, our directors have full
access to our management, internal and external auditors and outside advisors.

Furthermore, our Board of Directors is committed to independent Board oversight. Our current Board leadership structure
includes an executive Chairman as well as a lead independent director. The positions of Chairman of the Board and Chief
Executive Officer are both currently held by Mr. Jacobs. Our Board believes that this combination of roles is appropriate
because the structure enables decisive leadership and ensures clear accountability in the context of strong Board practices and
a Board culture that facilitates independent oversight. Our Board believes the dual roles function well for our company based on
our current strategy, governance and ownership structure.

In addition, our Board of Directors has approved a set of Corporate Governance Guidelines (the “Guidelines”), which provide that the
independent directors may appoint a lead independent director who presides over executive sessions of the independent directors,
and who shall serve a term of at least one year. On March 20, 2016, the independent directors appointed Mr. Jesselson to serve as
lead independent director. The position of lead independent director has been structured to serve as an effective balance to the dual
roles served by Mr. Jacobs. The lead independent director presides at all meetings of the Board of Directors at which the Chairman
is not present and presides at all executive sessions of the independent directors. The Guidelines require that the independent
directors meet at least once a year without members of management present, and the lead independent director is empowered to
call additional meetings of the independent directors as necessary. In practice, in 2017, our independent directors met in executive
sessions much more frequently. The lead independent director also serves as a liaison between the Chairman and the independent
directors. Together with the Chairman, the lead independent director develops and approves Board meeting agendas, meeting
schedules and meeting materials to be distributed to our Board of Directors in order to assure sufficient time for informed discussion
of issues. The lead independent director is also available to meet with significant stockholders as appropriate and required.

Further information regarding the position of lead independent director is set forth in the Guidelines. The Guidelines are
available on the company’s corporate website at www.xpo.com under the Investors tab.

Our Board of Directors held seven meetings during 2017. In 2017, each person serving as a director attended at least 86% of the
meetings of our Board of Directors and any Board committee on which he or she served. In addition, our Board of Directors also
acted five times during 2017 via unanimous written consent.

Our directors are expected to attend the annual meeting. Any director who is unable to attend the annual meeting is expected to
notify the Chairman of the Board in advance of the annual meeting. Each person who was then serving as a director attended
the 2017 annual meeting of stockholders.

Board Risk Oversight

Our Board of Directors provides overall risk oversight with a focus on the most significant risks facing our company. The management
of the risks that we face in the conduct of our business is primarily the responsibility of our senior management team. Our senior
management team periodically reviews with our Board of Directors any significant risks facing our company. Our business, strategy,
operations, policies, controls and prospects are regularly discussed by our Board of Directors and management team, including
discussions as to current and potential risks and approaches for assessing, monitoring, mitigating and controlling risk exposure.
Our Board of Directors has delegated responsibility for the oversight of specific risks to the committees of the Board as follows:

■ Audit Committee. The Audit Committee oversees the policies that govern the process by which our exposure to risk is

assessed and managed by management. In that role, the Audit Committee discusses with our management major financial
risk exposures and the steps that management has taken to monitor and control these exposures. The Audit Committee
also is responsible for reviewing risks arising from related party transactions involving our company and for overseeing our
company-wide Code of Business Ethics.

■ Compensation Committee. The Compensation Committee monitors the risks associated with our compensation philosophy

and programs.

■ Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee oversees risks

related to our governance structure and processes.

■ Acquisition Committee. The Acquisition Committee oversees risks related to the execution of our acquisition strategy.

In addition, our Board of Directors periodically holds special board sessions to discuss and analyze topical trends identified
as significant risks or items of strategic interest, such as human capital management, information technology and cyber
security. Our Board of Directors is committed to ensuring that our company has the focus, resources and infrastructure to
appropriately address such risks.

Our Board of Directors has established four separately designated standing committees to assist the Board in discharging its
responsibilities: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee,
and the Acquisition Committee. Our Board of Directors may eliminate or create additional committees as it deems appropriate.
Each of our Board Committees have written charters that are in compliance with applicable SEC rules and the NYSE Listed
Company Manual. These charters are available at www.xpo.com. You may obtain a printed copy of any of these charters by
sending a request to: Investor Relations, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are
composed entirely of independent directors within all applicable standards (as further discussed below). Our Board of Directors’
general policy is to review and approve committee assignments annually. The Nominating and Corporate Governance
Committee is responsible, after consultation with our Chairman of the Board and Chief Executive Officer and consideration of
appropriate member qualifications, to recommend to our Board of Directors all committee assignments, including designations
of the chairs. Each committee is authorized to retain its own outside counsel and other advisors as it desires.

The following table sets forth the current membership of each of our Board committees as of the Record Date. Mr. Jacobs and
Ms. DeSalva do not serve on any Board committees.

Name

Gena L. Ashe

Louis DeJoy

Michael G. Jesselson

Adrian P. Kingshott

Jason D. Papastavrou*

Oren G. Shaffer*

Audit Committee

Compensation
Committee

Nominating and Corporate
Governance Committee

Acquisition
Committee

✓

C = Committee Chair

✓ = Committee Member

* = Audit Committee Financial Expert

A brief summary of the committees’ responsibilities follows:

Audit Committee. Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), to assist our Board of Directors in fulfilling its responsibilities in a number of
areas, including, without limitation, oversight of: (i) our accounting and financial reporting processes, including our systems of
internal controls and disclosure controls, (ii) the integrity of our financial statements, (iii) our compliance with legal and regulatory
requirements, (iv) the qualifications and independence of our independent registered public accounting firm, (v) the performance
of our independent registered public accounting firm and internal audit function and (vi) related party transactions. Each member
of the Audit Committee satisfies all applicable independence standards, has not participated in the preparation of our financial
statements at any time during the past three years, and is able to read and understand fundamental financial statements. During
2017, the Audit Committee was comprised of the following three directors: Mr. Shaffer (Chair), Mr. Kingshott and
Dr. Papastavrou. The Audit Committee met seven times during 2017 and, in addition, acted once via unanimous written
consent. Our Board of Directors has determined that Mr. Shaffer and Dr. Papastavrou each qualify as an “audit committee
financial expert” as defined under Item 407(d)(5) of Regulation S-K under the Exchange Act.

Compensation Committee. The primary responsibilities of the Compensation Committee are, among other things: (i) to
oversee the administration of our compensation programs, (ii) to review the compensation of our executive management
and annual bonus compensation, (iii) to review company contributions to qualified and non-qualified plans, and (iv) to prepare
any report on executive compensation required by SEC rules and regulations. During 2017, the Compensation Committee
was comprised of the following three directors: Mr. Kingshott (Chair), Mr. Jesselson and Dr. Papastavrou. The Compensation
Committee met five times during 2017 and, in addition, acted five times via unanimous written consent.

Nominating and Corporate Governance Committee. The primary responsibilities of the Nominating and Corporate Governance
Committee are, among other things: (i) to identify individuals qualified to become Board members and recommend that our
Board of Directors select such individuals to be presented for stockholder consideration at the annual meeting or to be appointed
by the Board of Directors to fill a vacancy, (ii) to make recommendations to our Board of Directors concerning committee
appointments, (iii) to develop, recommend to our Board of Directors and annually review the Guidelines and oversee corporate
governance matters, and (iv) to oversee an annual evaluation of our Board of Directors and committees. During 2017, the
Nominating and Corporate Governance Committee was comprised of the following three directors: Ms. Ashe (Chair),
Mr. Jesselson and Dr. Papastavrou. The Nominating and Corporate Governance Committee met twice during 2017.

©2018 XPO Logistics, Inc.Acquisition Committee. The Acquisition Committee is responsible for reviewing and approving acquisition, divestiture and
related transactions proposed by our management in which the total consideration to be paid or received by us, for any
particular transaction, does not exceed the limits that may be established by our Board of Directors from time to time.
During 2017, the Acquisition Committee was comprised of the following three directors: Dr. Papastavrou (Chair), Mr. DeJoy
and Mr. Kingshott. The Acquisition Committee did not meet during 2017.

Director Compensation

The following table sets forth information concerning the compensation of each person who served as a non-employee
director of our company during 2017.

2017 Director Compensation Table(1)

Name

Gena L. Ashe(3)

Louis DeJoy(4)

AnnaMaria DeSalva(5)

Michael G. Jesselson(6)

Adrian P. Kingshott(7)

Jason D. Papastavrou(8)

Oren G. Shaffer(8)

Fees Earned or
Paid in Cash ($)

Stock Awards(2)
($)

Option Awards
($)

$90,000

$75,000

$21,196

$100,000

$90,000

$100,000

$173,489

$49,847

$173,489

—

Total
($)

$263,489

$248,489

$71,043

$273,489

$263,489

$273,489

(1)

(2)

(3)

(4)

Compensation information for Mr. Jacobs, who is a NEO of our company, is disclosed in this proxy statement under the heading “Executive
Compensation—Compensation Tables.” Mr. Jacobs did not receive additional compensation for his service as a director.

The amounts reflected in this column represent the grant date fair value of the awards made in 2017, as computed in accordance with Financial Accounting
Standards Board Accounting Standards Codification 718 “Compensation—Stock Compensation” (“ASC 718”). For further discussion of the assumptions
used in the calculation of the grant date fair value, please see “Notes to Consolidated Financial Statements—Note 13. Stock-Based Compensation” of our
company’s Annual Report on Form 10-K for the year ended December 31, 2017. The values reported in this column represent 3,970 restricted stock units
(“RSUs”) granted to each of Messrs. DeJoy, Jesselson, Kingshott, and Shaffer, Ms. Ashe and Dr. Papastavrou on January 3, 2017, and 810 RSUs granted to
Ms. DeSalva on September 19, 2017, for service as a director in 2017, which vested on January 3, 2018. Each current director serving on January 2, 2018,
also received a grant of 2,071 RSUs on such date for service as a director in 2018; these grants are not reflected in the table above.

As of December 31, 2017, Ms. Ashe held 6,686 RSUs.

As of December 31, 2017, Mr. DeJoy held 3,970 RSUs. As of the Record Date, Mr. DeJoy beneficially owns a total of 1,134,686 shares of our common
stock as disclosed in this proxy statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

(5) Ms. DeSalva joined the Board on September 19, 2017. As of December 31, 2017, Ms. DeSalva held 810 RSUs.

(6)

(7)

(8)

As of December 31, 2017, Mr. Jesselson held 24,000 stock options and 3,970 RSUs. As of the Record Date, Mr. Jesselson beneficially owns a total of
345,693 shares of our common stock as disclosed in this proxy statement under the heading “Security Ownership of Certain Beneficial Owners and
Management.”

As of December 31, 2017, Mr. Kingshott held 24,000 stock options and 14,728 RSUs. As of the Record Date, Mr. Kingshott beneficially owns a total of
131,942 shares of our common stock as disclosed in this proxy statement under the heading “Security Ownership of Certain Beneficial Owners and
Management.”

As of December 31, 2017, Dr. Papastavrou and Mr. Shaffer each held 24,000 stock options and 19,728 RSUs. As of the Record Date, Dr. Papastavrou
beneficially owns a total of 240,817 shares of our common stock and Mr. Shaffer beneficially owns a total of 64,728 shares of our common stock as
disclosed in this proxy statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

The compensation of our directors is subject to the approval of our Board of Directors, which is based, in part, on the review
and recommendation of the Compensation Committee. Directors who are employees of our company do not receive additional
compensation for service as members of either our Board of Directors or its committees.

On March 14, 2017, the Board of Directors, acting upon the recommendation of the Compensation Committee and in
consultation with its independent compensation consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”),
approved and adopted a revised non-employee director annual compensation program for the calendar year 2017 and
subsequent years. Effective January 1, 2017, our non-employee directors receive an annual cash retainer of $75,000, payable
quarterly in arrears, and time-based RSUs (“Time-Based RSUs”) worth $175,000. The annual grant of such Time-Based
RSUs is made on the first business day of each year (the “RSU Grant Date”) and the number of such units is determined by
dividing $175,000 by the average of the closing prices of the company’s common stock on the ten trading days immediately
preceding the RSU Grant Date. The lead independent director also receives a $25,000 annual cash retainer, payable quarterly
in arrears. Under the revised non-employee director annual compensation program, the chairpersons of our Audit Committee,

©2018 XPO Logistics, Inc.Compensation Committee, Nominating and Corporate Governance Committee and Acquisition Committee each receive an
additional cash retainer of $25,000, $15,000, $15,000 and $15,000, respectively, payable quarterly in arrears. No other fees are
paid to our directors for their attendance at or participation in meetings of our Board or its committees. We also reimburse our
directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses.

Under the revised non-employee director annual compensation program, in 2017, Mr. Jesselson received a one-time cash
retainer for his service as lead independent director in 2016 in an amount equal to the pro rata portion of an annualized retainer
of $15,000, calculated from the date of his appointment on March 20, 2016. In addition, in 2017, Ms. Ashe received a one-time
grant of Time-Based RSUs for her service as a director in 2016 in an amount equal to the pro rata portion of an annual grant of
$175,000, calculated from the date of her appointment on March 21, 2016 and determined by dividing the pro rata portion of
$175,000 by the average of the closing prices of the company’s common stock on the ten trading days immediately preceding
the one-time grant date. This one-time grant vested on January 1, 2018. The above compensation was received for services
rendered in 2016 and is not included in the table above.

Also, in 2017, Ms. DeSalva received a one-time grant of Time-Based RSUs for her service as a director in 2017 in an amount
equal to the pro rata portion of an annual grant of $175,000, calculated from the date of her appointment on September 19,
2017 and determined by dividing the pro rata portion of $175,000 by the closing price of the company’s common stock on the
one-time grant date. This one-time grant vested date on January 3, 2018 and is included in the table above.

In 2016, our Board adopted stock ownership guidelines and stock retention requirements that apply to our non-employee
directors and executive officers. Non-employee directors are subject to a stock ownership guideline of six (6) times the
annual cash retainer. To determine compliance with these guidelines, generally, common shares held directly or indirectly, and
unvested restricted stock units subject solely to time-based vesting, count towards meeting the stock ownership guidelines.
Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions, are
not counted towards meeting the stock ownership guidelines until they have settled or been exercised, as applicable. Until the
guidelines are met, 70% of the net shares (after tax withholding) received upon settlement of equity-based awards are required
to be retained by the director. As of the Record Date, each of our non-employee directors other than Ms. DeSalva, who joined
the Board in September 2017, was in compliance with our stock ownership guidelines. Ms. DeSalva will be required to reach the
necessary ownership threshold no later than three years from the date of her appointment as a director of the company.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee has been an officer or employee of our company. During our last
completed fiscal year, none of our executive officers served as a member of the compensation committee of any entity that
has one or more executive officers serving on our Compensation Committee.

Corporate Governance Guidelines and Codes of Ethics

Our Board of Directors is committed to sound corporate governance principles and practices. Our Board adopted the Guidelines
on January 16, 2012, and most recently adopted amendments to the Guidelines in March 2016, to, among other matters (i)
provide for a robust lead independent director position as described further in “Role of the Board and Board Leadership Structure”
above, and (ii) reflect the Board’s commitment, when searching for new directors, to actively seek out highly qualified women and
individuals from minority groups to include in the pool from which Board nominees are chosen. Our Board continues to seek out
highly qualified board candidates who bring relevant expertise and reflect the company’s growing scale and diversity.

The Guidelines serve as a framework within which our Board of Directors conducts its operations. Among other things, the
Guidelines include criteria for determining the qualifications and independence of the members of our Board, requirements for the
standing committees of our Board, responsibilities for members of our Board, and an annual evaluation of the effectiveness of
our Board and its committees. The Nominating and Corporate Governance Committee is responsible for reviewing the Guidelines
annually, or more frequently as appropriate, and recommending to our Board appropriate changes in light of applicable laws and
regulations, the governance standards identified by leading governance authorities, and our company’s evolving needs.

We have a Code of Business Ethics that applies to our directors and executive officers. This code is designed to deter
wrongdoing, to promote the honest and ethical conduct of all employees and to promote compliance with applicable
governmental laws, rules and regulations, as well as to provide clear channels for reporting concerns. The Code of Business
Ethics constitutes a “code of ethics” as defined in Item 406(b) of Regulation S-K. We intend to satisfy the disclosure
requirements under applicable SEC rules relating to amendments to the Code of Business Ethics or waivers from any
provision thereof applicable to our principal executive officer, our principal financial officer and principal accounting officer by
posting such information on our website pursuant to SEC rules.

©2018 XPO Logistics, Inc.The Guidelines and our Code of Business Ethics are available on our website at www.xpo.com. In addition, you may
obtain a printed copy of these documents, without charge, by sending a request to: Investor Relations, XPO Logistics, Inc.,
Five American Lane, Greenwich, Connecticut 06831.

Exclusive Forum Bylaw Amendment

In March 2017, our Board of Directors approved an amendment of our bylaws in order to provide that certain types of stockholder
litigation be litigated exclusively in the Chancery of Court of the State of Delaware, which is our state of incorporation. In
adopting the amendment and determining that doing so is in the best interests of our company and our stockholders, our
Board considered various factors, including, among others: prevailing market practice and perspectives on such provisions; the
importance to our company and our stockholders of reducing litigation costs and preventing corporate resources from being
unnecessarily diverted to address duplicative, costly and wasteful multi-forum litigation; the value of facilitating consistency and
predictability in litigation outcomes for the benefit of our company and our stockholders; that our company is incorporated under
the laws of the state of Delaware; that adopting such an exclusive forum provision covering specified claims does not materially
change the substantive legal claims available to stockholders; Section 115 of the Delaware General Corporation Law and case
law developments upholding the authority of the board of directors to adopt such a provision and confirming its validity and
enforceability; and case law developments outside of Delaware enforcing such provisions.

Director Independence

Under the Guidelines, our Board of Directors is responsible for making independence determinations annually with the
assistance of the Nominating and Corporate Governance Committee. Such independence determinations are made by
reference to the independence standard under the Guidelines and the definition of “independent director” under Section
303A.02 of the NYSE Listed Company Manual. Our Board of Directors has affirmatively determined that each person who
served as a director during any part of 2017, except Mr. Jacobs, our Chairman of the Board and Chief Executive Officer, and
Mr. DeJoy, satisfies the independence standards under the Guidelines and the NYSE Listed Company Manual.

In addition to the independence standards provided in the Guidelines, our Board of Directors has determined that each director who
serves on our Audit Committee satisfies standards established by the SEC providing that, in order to qualify as “independent” for the
purposes of membership on that committee, members of audit committees may not (1) accept directly or indirectly any consulting,
advisory or other compensatory fee from our company other than their director compensation, or (2) be an affiliated person of our
company or any of its subsidiaries. Our Board of Directors has also determined that each member of the Compensation Committee
satisfies the NYSE standards for independence of Compensation Committee members, which became effective on July 1, 2013.
Additionally, our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee
satisfies the NYSE standards for independence. In making the independence determinations for each director, our Board of
Directors and the Nominating and Corporate Governance Committee analyzed certain relationships of the directors that were not
required to be disclosed pursuant to Item 404(a) of Regulation S-K. For Ms. Ashe and Ms. DeSalva, those relationships included
ordinary course commercial transactions between our company and entities for which they previously served as executives. For
Mr. Jesselson, those relationships included ordinary course commercial transactions between our company and an entity for which
Mr. Jesselson is the president. For Dr. Papastavrou, those relationships included ordinary course commercial transactions between
our company and an entity for which Dr. Papastavrou is a director. For Mr. Shaffer, those relationships included ordinary course
commercial transactions between our company and an entity for which Mr. Shaffer is a director.

Director Selection Process

The Nominating and Corporate Governance Committee is responsible for recommending to our Board of Directors all nominees
for election to the Board, including nominees for re-election to the Board, in each case, after consultation with the Chairman of the
Board and in accordance with our company’s contractual obligations. Pursuant to the Investment Agreement, JPE has had and
may in the future have the contractual right based on its securities ownership, as described above under “Directors,” to designate
for nomination by our Board of Directors a certain percentage of the members of our Board of Directors. Subject to the foregoing,
in considering new nominees for election to our Board, the Nominating and Corporate Governance Committee considers, among
other things, breadth of experience, financial expertise, wisdom, integrity, an ability to make independent analytical inquiries, an
understanding of our company’s business environment, knowledge and experience in such areas as technology and marketing, and
other disciplines relevant to our company’s businesses, the nominee’s ownership interest in our company, and a willingness and
ability to devote adequate time to Board duties, all in the context of the needs of the Board at that point in time and with the objective
of ensuring diversity in the background, experience, and viewpoints of Board members. When searching for new directors, our
Board endeavors to actively seek out highly qualified women and individuals from minority groups to include in the pool from which
Board nominees are chosen. Our Board aims to create a team of directors with diverse experiences and backgrounds to provide our
complex, global company with thoughtful and engaged board oversight. The Nominating and Corporate Governance Committee
assesses the effectiveness of its diversity efforts through periodic evaluations of the Board’s composition.

Subject to the contractual rights granted to JPE pursuant to the Investment Agreement, the Nominating and Corporate
Governance Committee may identify potential nominees for election to our Board of Directors from a variety of sources,
including recommendations from current directors or management, recommendations from our stockholders or any other
source the committee deems appropriate.

©2018 XPO Logistics, Inc.Our Board of Directors will consider nominees submitted by our stockholders subject to the same factors that are brought to
bear when it considers nominees referred by other sources. Our stockholders can nominate candidates for election as directors
by following the procedures set forth in our bylaws, which are summarized below. We did not receive any director nominees
from our stockholders for the 2018 annual meeting.

Our bylaws require that a stockholder who wishes to nominate an individual for election as a director at our annual meeting must give
us advance written notice. The notice must be delivered to or mailed and received by the Secretary of our company not less than 90
days, and not more than 180 days, prior to the earlier of the date of the annual meeting and the first anniversary of the preceding year’s
annual meeting. As more specifically provided in our bylaws, any nomination must include: (i) the nominator’s name and address and
the number of shares of each class of our capital stock that the nominator owns, (ii) the name and address of any person with whom
the nominator is acting in concert and the number of shares of each class of our capital stock that any such person owns, (iii) the
information with respect to each such proposed director nominee that would be required to be provided in a proxy statement prepared
in accordance with applicable SEC rules, and (iv) the consent of the proposed candidate to serve as a member of our Board.

Any stockholder who wishes to nominate a potential director candidate must follow the specific requirements set forth in
our bylaws, a copy of which may be obtained by sending a request to: Secretary, XPO Logistics, Inc., Five American Lane,
Greenwich, Connecticut 06831.

Human Capital Management

Our talent management efforts go beyond the director and management level. Our business model relies on our strong
customer service culture, which is deeply interconnected with the engagement and satisfaction of all our employees. As we
strive to grow our business, we are committed to maintaining XPO’s superior work environment. Our efforts in human capital
management focus on enhancing the robust training of our workforce, improving management capabilities and harmonizing
best practices across our global operations. We tailor the development plan and management of each operating location to
its specific type of operation and labor force. We also conduct quarterly surveys to gauge employee sentiment, and conduct
local assessments of the workforce at each site.

Our Chief Human Resources Officer, Meghan Henson, leads the company’s global human resources organization. Ms. Henson
is a seasoned innovator with over 15 years of senior experience inside notable companies directing domestic and international
human resources operations. Our management team and Board of Directors work together in a transparent manner, allowing
for open communication, including with respect to human capital-related matters. Our directors have access to all information
about our human capital management operations and plans, and our Chief Human Resources Officer is invited to attend and
speak at the meetings of our Board of Directors when appropriate, updating the Board on issues related to talent management
and methods used to evaluate the working atmosphere at XPO. Our directors also have opportunities to attend and participate
in executive leadership meetings with our mid- and senior-level operating executives. We aim to integrate our human resources
functions with our operational objectives.

Stockholder Communication with the Board

Stockholders and parties interested in communicating with our Board of Directors, any Board committee, any individual
director, including our lead independent director, or any group of directors (such as our independent directors) should send
written correspondence to: Board of Directors c/o Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut
06831. Please note that we will not forward communications that are spam, junk mail and mass mailings, resumes and other
forms of job inquiries, surveys, business solicitations or advertisements.

Stockholder Proposals for Next Year’s Annual Meeting

Stockholder proposals intended to be presented at our 2019 annual meeting of stockholders must be received by our
Secretary no later than December 19, 2018, to be considered for inclusion in our proxy materials, pursuant to Rule 14a-8 under
the Exchange Act.

As more specifically provided for in our bylaws, no business may be brought before an annual meeting of our stockholders
unless it is specified in the notice of the annual meeting or is otherwise brought before the annual meeting by or at the
direction of our Board of Directors or by a stockholder entitled to vote and who has delivered proper notice to us not less
than 90 days, and not more than 180 days, prior to the earlier of the date of the annual meeting and the first anniversary of
the preceding year’s annual meeting. Accordingly, assuming that our 2019 annual meeting of stockholders is held on or after
May 17, 2019, for example, any stockholder proposal to be considered at the 2019 annual meeting, including nominations of
persons for election to our Board of Directors, must be properly submitted to us not earlier than November 18, 2018, nor later
than February 16, 2019.

Detailed information for submitting stockholder proposals or nominations of director candidates will be provided upon written
request to: Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

Under its written charter, the Audit Committee of our Board of Directors is responsible for reviewing and approving or ratifying
any transaction between our company and a related person (as defined in Item 404 of Regulation S-K) that is required to be
disclosed under the rules and regulations of the SEC. Our management is responsible for bringing any such transaction to the
attention of the Audit Committee. In approving or rejecting any such transaction, the Audit Committee considers the relevant
facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable
services or products and, if applicable, the impact on a director’s independence.

Since January 1, 2017, we have not been a participant in any transaction or series of similar transactions in which the amount
exceeded or will exceed $120,000 and in which any current director, executive officer, holder of more than five percent of
our capital stock, or any member of the immediate family of the foregoing, had or will have a material interest, except for the
transactions described below or as previously disclosed in this proxy statement.

Pursuant to the Retirement and Release Agreement dated December 7, 2015 between the company and Louis DeJoy, a member
of our Board of Directors, the company issued Mr. DeJoy 9,687 shares of the company’s common stock on January 3, 2017.

Also during the year ended December 31, 2017, the company leased office space from three entities partially owned and
controlled by Louis DeJoy. In September 2014, in conjunction with the company’s acquisition of New Breed Holding Company,
XPO, through certain subsidiaries, entered into four commercial lease agreements covering a total of approximately 142,991
square feet of office space located in High Point, North Carolina, with the entities affiliated with Mr. DeJoy; these lease
agreements were set to expire at various dates in 2019. In September 2017, the company entered into four new commercial
lease agreements with the entities affiliated with Mr. DeJoy amending and replacing the 2014 lease agreements. The 2017
lease agreements cover a total of approximately 222,060 square feet of office space located in High Point, North Carolina and
are set to expire on September 30, 2025. Each of the 2017 lease agreements provide the company, as tenant, with one five-
year option period to extend the lease term. The company made rent payments associated with these lease agreements in an
aggregate amount of $2.0 million for the year ended December 31, 2017. In addition, the company paid operating expenses in
connection with these leased properties of $0.3 million for the year ended December 31, 2017.

The following table sets forth information concerning the beneficial ownership of our voting securities as of the Record Date by:
(i) each person who is known by us, based solely on a review of public filings, to be the beneficial owner of more than 5% of any
class of our outstanding voting securities, (ii) each director, (iii) each NEO, and (iv) all executive officers and directors as a group.
None of the foregoing persons beneficially owned any shares of equity securities of our subsidiaries as of the Record Date.

Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if such person has (or shares)
either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days
by any of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A
beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are
held by the beneficial owner, but not those held by any other person, and which are exercisable or convertible within 60 days,
have been exercised or converted.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with
respect to all voting securities shown as being owned by them. Unless otherwise indicated, the address of each beneficial
owner in the table below is care of XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

Name of Beneficial Owner

Beneficial Ownership of 5% or more:

Orbis Investment Management Limited(3)
Orbis House, 25 Front Street
Hamilton Bermuda HM11

Jacobs Private Equity, LLC

The Vanguard Group(5)
100 Vanguard Blvd.
Malvern, PA 19355

Spruce House Investment Management LLC(6)
435 Hudson Street, 8th Floor, New York, NY 10014

Directors:

Gena L. Ashe

Louis DeJoy

AnnaMaria DeSalva

Michael G. Jesselson

Adrian P. Kingshott

Jason D. Papastavrou

Oren G. Shaffer

NEOs:

Bradley S. Jacobs+

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

Shares of
Common Stock
Beneficially Owned

Percentage of
Common Stock
Outstanding(1)

Shares of Series
A Preferred Stock
Beneficially Owned(2)

Percentage of
Series A Preferred
Stock Outstanding

19,845,091

19,285,714(4)

10,740,976

7,797,055

6,686(7)

1,134,686(8)

810

345,693(9)

131,942(11)

240,817(12)

64,728(14)

16.5%

13.8%

8.9%

6.5%

—

67,500

—

725(10)

300

650(13)

—

19,799,601(15)

14.1%

67,500

178,396(16)

165,598(17)

171,525(18)

220,163(19)

—

94.4%

—

1.0%

*
—

94.4%

—

Current Executive Officers and
Directors as a Group: (12 People)

22,460,646(20)

15.9%

69,175

96.7%

(1)

Less than 1%

Director and Executive Officer

For purposes of this column, the number of shares of the class outstanding reflects the sum of: (i) 120,597,574 shares of our common stock that were
outstanding as of the Record Date, (ii) the number of shares of our common stock into which the outstanding shares of our preferred stock held by the
relevant person, if any, were convertible on the Record Date, (iii) the number of shares of our common stock, if any, which the relevant person could
acquire on exercise of options or warrants within 60 days of the Record Date, and (iv) the number of RSUs, if any, held by the relevant person that are or
will become vested within 60 days of the Record Date.

(2)

(3)

(4)

(5)

(6)

Each share of our Series A Preferred Stock that was outstanding on the Record Date has an initial liquidation preference of $1,000 per share and is
convertible into approximately 143 shares of our common stock at an effective conversion price of $7.00 per share of our common stock. Our Series A
Preferred Stock votes together as a single class with our common stock on an as-converted basis, except with respect to certain matters that impact the
rights of holders of our Series A Preferred Stock, in which case our Series A Preferred Stock votes separately as a single class.

Based on Amendment No. 4 to the Schedule 13G filed on February 14, 2018 by Orbis Investment Management Limited (“OIML”), Orbis Investment Management
(U.S.), LLC (“OIMUS”) and Allan Gray Australia Pty Ltd (“AGAPL”), which reported that, as of December 31, 2017, OIML beneficially owned 19,592,121 shares,
OIMUS beneficially owned 248,657 shares, and AGAPL beneficially owned 4,313 shares. The group has sole voting and sole dispositive power over such shares.

Consists of 9,642,857 shares of our common stock issuable upon the exercise of 9,642,857 warrants at an exercise price of $7.00 per share of common stock,
and 9,642,857 shares of our common stock issuable upon conversion of 67,500 shares of our Series A Preferred Stock. Mr. Jacobs has indirect beneficial
ownership of the shares of our common stock and our Series A Preferred Stock beneficially owned by JPE as a result of being its Managing Member. In
addition, Mr. Jacobs beneficially owns 263,887 shares of our common stock held directly following the vesting of equity incentive awards and 250,000 shares
of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date. See footnote (15) below.

Based on Amendment No. 2 to the Schedule 13G filed on February 9, 2018 by The Vanguard Group, which reported that, as of December 31, 2017, The
Vanguard Group beneficially owned 10,740,976 shares with sole voting power over 60,850 shares, shared voting power over 17,538 shares, sole dispositive
power over 10,672,069 shares and shared dispositive power over 68,907 shares.

Based on Amendment No. 2 to the Schedule 13G filed on February 14, 2017, filed by Spruce House Investment Management LLC, Spruce House Capital
LLC, The Spruce House Partnership LP, Zachary Sternberg, and Benjamin Stein, which reported that, as of December 31, 2016, Spruce House Investment
Management LLC beneficially owned 7,750,000 shares, Spruce House Capital LLC beneficially owned 7,750,000 shares, The Spruce House Partnership
LP beneficially owned 7,750,000 shares, Zachary Sternberg beneficially owned 7,795,000 shares and Benjamin Stein beneficially owned 7,797,055 shares.
Spruce House Investment Management LLC, Spruce House Capital LLC, The Spruce House Partnership LP, Zachary Sternberg and Benjamin Stein have
shared voting and dispositive power over 7,750,000 shares of common stock. Zachary Sternberg has sole voting and dispositive power over 45,000
shares. Benjamin Stein has sole voting and dispositive power over 47,055 shares.

(7) Consists of 6,686 RSUs that are or will become vested within 60 days of the Record Date.

(8)

(9)

Includes: (i) 192,086 shares of our common stock beneficially owned by The Louis DeJoy Family Partnership, LLC, of which Mr. DeJoy is the managing
member, and (ii) 484,340 shares of our common stock owned by the Louis DeJoy and Aldona Z. Wos Family Foundation, of which Mr. DeJoy is the president.

Includes: (i) 12,000 shares of our common stock beneficially owned by the SJJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (ii) 12,000 shares of
our common stock beneficially owned by the RAJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (iii) 12,000 shares of our common stock beneficially
owned by the JJJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (iv) 10,000 shares of our common stock beneficially owned by the Michael G.
Jesselson and Linda Jesselson 6/30/93 Trust, of which Mr. Jesselson is a trustee, (v) 10,000 shares of our common stock owned by Mr. Jesselson’s spouse,
(vi) 103,572 shares of our common stock issuable upon the exercise of 103,572 warrants at an exercise price of $7.00 per share of our common stock, which
warrants are beneficially owned by the Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust, of which trusts Mr. Jesselson is the
beneficiary, (vii) 21,322 shares of our common stock issuable upon the exercise of 21,322 warrants at an exercise price of $7.00 per share of our common
stock, which warrants are beneficially owned by the Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson, of
which Mr. Jesselson is the beneficiary, (viii) 103,571 shares of our common stock issuable upon conversion of 725 shares of our Series A Preferred Stock,
which shares of our Series A Preferred Stock are beneficially owned by the Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust,
of which trusts Mr. Jesselson is the beneficiary, (ix) 24,000 shares of our common stock issuable upon the exercise of options that are or will become
exercisable within 60 days of the Record Date, and (x) 3,970 RSUs that are or will become vested within 60 days of the Record Date.

(10) See clause (viii) of footnote(9).

(11) Includes: (i) 42,857 shares of our common stock issuable upon the exercise of 42,857 warrants at an exercise price of $7.00 per share of our common

stock, (ii) 42,857 shares of our common stock issuable upon conversion of 300 shares of our Series A Preferred Stock, (iii) 24,000 shares of our common
stock issuable upon the exercise of options that are or will become exercisable on within 60 days of the Record Date, and (iv) 14,728 RSUs that are or will
become vested within 60 days of the Record Date.

(12) Includes: (i) 1,375 shares of our common stock beneficially owned by the Brett A. Athans Declaration of Trust, of which Dr. Papastavrou is the trustee,

(ii) 92,857 shares of our common stock issuable upon the exercise of 92,857 warrants at an exercise price of $7.00 per share of our common stock,
which warrants are beneficially owned by Springer Wealth Management LLC, of which Dr. Papastavrou is the owner of 100% of the equity securities, (iii)
92,857 shares of our common stock issuable upon conversion of 650 shares of our Series A Preferred Stock, which shares of Series A Preferred Stock are
beneficially owned by Springer Wealth Management LLC, of which Dr. Papastavrou is the owner of 100% of the equity securities, (iv) 24,000 shares of our
common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date, and (v) 17,228 RSUs that are or
will become vested within 60 days of the Record Date.

(13) See clause (iii) of footnote (12).

(14) Includes: (i) 8,500 shares of our common stock issuable upon the exercise of 8,500 warrants at an exercise price of $7.00 per share of common stock, (ii)
24,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date, and (iii)
19,728 RSUs that are or will become vested within 60 days of the Record Date.

(15) Mr. Jacobs has indirect beneficial ownership of the shares of our common stock and our Series A Preferred Stock beneficially owned by JPE as a result of being
its Managing Member. See footnote (4). Also includes 263,887 shares of our common stock held directly by Mr. Jacobs following the vesting of equity incentive
awards and 250,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.

(16)

Includes: (i) 10,000 shares of common stock issuable upon the exercise of 10,000 warrants at an exercise price of $7.00 per share of common stock, and
(ii) 25,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.

(17) Includes 50,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.

(18)

Includes: (i) 12,750 shares of our common stock issuable upon the exercise of 12,750 warrants at an exercise price of $7.00 per share of common stock,
and (ii) 48,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.

(19) Includes 135,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.

(20) Includes: (i) 9,934,715 shares of our common stock issuable upon the exercise of 9,934,715 warrants at an exercise price of $7.00 per share of our

common stock, (ii) 9,882,142 shares of our common stock issuable upon conversion of 69,175 shares of our preferred stock, (iii) 604,000 shares of our
common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date, and (iv) 62,340 RSUs that are
or will become vested within 60 days of the Record Date.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes XPO’s executive compensation program for 2017. The Compensation
Committee of our Board (referred to as the “Committee” in this section) oversees our executive compensation program and
practices. In this section, we explain how and why the Committee made its 2017 compensation decisions for the following NEOs:

NEO

TITLE

Bradley S. Jacobs

Chairman and Chief Executive Officer

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

Executive Summary

2017 Highlights

Chief Operating Officer

Chief Financial Officer

Chief Strategy Officer

Chief Information Officer

Throughout 2017, our NEOs executed our strategy for high growth and high returns, successfully meeting rigorous financial
performance goals and continuing to grow XPO as one of the ten largest logistics companies in the world. During this period,
we continued to execute our strategy and optimize our operations as a highly efficient, integrated network of people, technology
and physical assets; we enhanced our leadership positions in high-growth sectors such as last mile logistics and e-commerce
order fulfillment; we helped more than 50,000 customers manage their goods more efficiently throughout their supply chains;
we refinanced all of our bank debt at lower rates; and we completed a public equity offering that has provided additional funding
for future acquisitions. Our success is a result of having strong leadership, excellent operators, a motivated workforce engaged
in our vision, a culture of accountability and meticulous growth plans for each line of business. As of December 31, 2017, our
network encompassed over 95,000 employees and 1,455 locations in 32 countries, primarily in North America and Europe.

For the full year 2017, our company:

■ Reported net income attributable to common stockholders of $312.4 million, compared with $63.1 million for 2016;

■

Achieved an absolute total stockholder return (“TSR”) of 112%, well above the TSRs of the S&P 500 (22%) and the Dow Jones
Transportation Average (19%); and

Created approximately $6.7 billion of stockholder value in 2017, measured based on the price per share of our common stock
of $91.59 and $43.16 on December 29, 2017 and December 30, 2016, respectively.

The significant progress made by our NEOs in 2017 has put us in a position of considerable strength to continue to execute
our strategy for high growth and high returns in 2018 and beyond. Our focus remains on further enhancing the value we bring
to customers, while optimizing our existing operations by growing our sales force, implementing advanced technology, cross-
selling our services, leveraging our company-wide capacity and considering strategic acquisitions.

In 2018, we will continue to benefit from the numerous efficiencies we implemented throughout 2017 in procurement, real estate,
back-office operations and workplace technologies. We have more savings to realize in each of these areas. We will also achieve
further savings with cross-dock and warehouse automation, labor productivity, and the global adoption of best practices. We
are marketing our services with a high-caliber sales organization that draws on our total supply chain offering to help customers
operate more efficiently. On the technology front, we have exciting developments underway with intelligent machines, customer
service mobility, our digital freight marketplace and the use of dynamic data science.

We have met or exceeded every financial target we have issued from 2012 through 2017. We expect our 2018 performance to
once again outpace the industry and deliver at least 17% adjusted EBITDA growth. Our full-year target for adjusted EBITDA is
at least $1.6 billion for 2018. We expect our 2017–2018 cumulative free cash flow to be approximately $1 billion, which is $100
million higher than our original target.

The fourth quarter of 2017 marked the company’s seventh consecutive profitable quarter and the completion of the sixth year in
a row in which we met or exceeded our financial targets. Key financial highlights are summarized below.

(in millions, except per share data)

* As defined in Annex A

Total Stockholder Return

The preeminent focus of our company’s leadership team is to deliver meaningful value to our stockholders through the
execution of our strategy. Our operational excellence and effective implementation of our strategy over the past five-plus years
has resulted in significant outperformance in stockholder return. XPO’s 112% TSR over 2017 ranked first among its peers and
outperformed both the S&P 500 and Dow Jones Transportation Average indices (refer to the list of peers delineated under “The
Committee’s Compensation Decision-making Process”, Key Factor number 3).

450%

400%

350%

300%

250%

200%

150%

100%

50%

XPO
Dow Jones
S&P Transportation Index
Transportation Average
S&P 500

112%

22%
19%

124%

38%

21%

427%

113%
106%

1-year TSR

3-year TSR

5-year TSR

Note: TSR calculations reflect the relevant trading price of our common stock and that of the relevant indices as of the last trading day
of the calendar years 2017, 2016, 2015, 2014, 2013 and 2012, as reported by Bloomberg Finance L.P.

We conducted our annual stockholder advisory vote on executive compensation at our 2017 annual meeting of stockholders on
May 10, 2017. While this vote was not binding on our company, our Board or the Committee, we believe that it is important for
our stockholders to have an opportunity to vote on this proposal on an annual basis as a means to express their views on our
executive compensation philosophy, our executive compensation program and policies, and our decisions regarding executive
compensation, all as disclosed in our proxy statement. At our 2017 annual meeting, approximately 62.2% of the votes cast on the
advisory vote on executive compensation were in favor of our NEO compensation program.

We were disappointed by the significant percentage of negative votes, even though the advisory vote obtained majority
support. In response, we organized a stockholder outreach effort to gather direct, constructive feedback about executive
compensation and other governance matters. We asked twelve of our most significant stockholders – who collectively held
56% of our outstanding common stock – to discuss executive compensation and other governance matters with us. Four of
these stockholders responded with interest in having a dialogue on executive compensation and subsequently engaged in
discussions with representatives of the company, including our Chief Human Resources Officer, our Senior Vice President,
Corporate Counsel, and our Senior Vice President of Compensation and Benefits, and, in one case, upon the request of one
stockholder, the Chair of the Committee.

The following themes emerged from these stockholder discussions in relation to executive compensation:

■

The provision of additional context and transparency with respect to the factors that were considered by the Committee when
determining the annual incentive awards of our NEOs, along with the process by which the Committee arrived at its decisions,
would assist stockholders in evaluating our executive compensation program. This includes providing additional information
about peer group comparisons used for market alignment on pay levels.

The supplemental disclosure provided in 2017 contained helpful clarifications regarding the structure of both our short-
term and long-term executive pay programs, and similar types of descriptions should be included more formally in the
Compensation Discussion and Analysis section of the proxy statement going forward.

Greater clarity should be provided regarding the purpose of the multi-year performance-based restricted stock unit (“PRSU”)
awards that were granted to our NEOs in 2016. While there was no objection made to the structure of the program itself,
suggestions were made with respect to designing, at an appropriate time in the future, a more conventional annual program
for long-term incentives, rather than awarding periodic longer-term grants.

The Committee reviewed and considered these stockholder perspectives and, in response, the discussion that follows provides a
more comprehensive review of the Committee’s approach to executive pay decisions, including detailed performance results that
were considered for each NEO. In addition, the Committee has not authorized additional long-term incentive grants to our NEOs
since 2016 and, as described under the heading “Executive Compensation Outcomes for 2017—Long-Term Incentive Program,”
the equity awards granted in 2016 continue to be subject to high growth financial targets, vesting conditions, and clawback, both
during the vesting period and after payout based on the circumstances specified in the terms of the awards.

Our Executive Compensation Governance Framework

Compensation Structure

The general framework for our compensation packages includes fixed base salaries and variable incentive compensation
consisting of annual cash incentives and equity grants that emphasize pay for performance and, in the case of equity-based
grants, achievement of long-term performance goals. The Committee has tended to heavily weight our NEOs’ compensation
towards variable incentive compensation rather than base salary. The Committee believes that its emphasis on variable annual
cash incentives and long-term equity-based awards allows it to retain significant flexibility and discretion from year to year
in order to strongly motivate our NEOs. Specifically, the total reward package for each of our NEOs reflects assessments of
individual responsibilities, contributions to corporate performance, the company’s trend on total stockholder return and overall
company success in reaching strategic goals.

Role of the Committee

The Committee is responsible for approving our compensation philosophy and overseeing our executive compensation program
in a manner consistent with such compensation philosophy. The Committee is tasked with reviewing the annual and long-term
performance goals for our NEOs, evaluating and approving award grants under incentive compensation and equity-based
plans, and reviewing and approving all other compensation and benefits for our NEOs on an ongoing basis. The Committee acts
independently but works closely with our full Board and executive management in making many of its decisions. To assist it in
discharging its responsibilities, the Committee has retained the services of Semler Brossy, as discussed further below.

Executive management provides input to the Committee as it establishes, reviews and evaluates executive compensation
packages and policies, including with respect to the design of our executive compensation program. In particular, our CEO,
Mr. Jacobs, provides recommendations as to proposed compensation actions with respect to our executive team, but not with
respect to his own compensation. The Committee carefully and independently reviews the recommendations of management,
without members of management present, and consults its independent advisor before making its final determinations. We
believe this process ensures that our executive compensation program effectively aligns with our compensation philosophy
and our stockholders’ interests.

Role of the Committee’s Independent Compensation Consultant

The Committee directly retained Semler Brossy as its independent advisor in 2011 and continues to work with it on all
compensation governance matters. During 2017, Semler Brossy supported the Committee in: reviewing the reasonableness of
the 2017 compensation packages and long-term incentive grants for the NEOs and our other senior officers; providing analysis
and guidance on the CEO’s pay level relative to performance; reviewing this Compensation Discussion and Analysis and the
related tables and narratives; assessing the risks associated with the company’s overall compensation policies and practices;
monitoring trends and evolving market practices in executive compensation; and providing general advice and support to the
Committee and Committee Chair. Semler Brossy does not provide any other services to the Committee or the company.

As part of the annual performance evaluation of its independent compensation consultant, the Committee considered Semler
Brossy’s independence in light of applicable SEC rules and NYSE listing standards. After taking into account: (i) Semler Brossy’s
absence of relationships with management and the members of the Committee, (ii) Semler Brossy’s internal policies, and (iii)
other information provided to the Committee by Semler Brossy, the Committee determined that Semler Brossy’s work did not
raise any conflicts of interest that would prevent it from serving as an independent compensation consultant to the Committee.

Our executive compensation philosophy is to align the interests of our NEOs with the interests of our stockholders and to ensure
that the total compensation paid to our NEOs is reasonable, competitive and provides appropriate incentives to motivate and
retain our executive leadership.

KEY OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM

1 Align executive

compensation
with long-term
stockholder value

2 Strongly correlate

pay with financial
and individual
performance

■

We place significant emphasis on long-term, forward-looking, performance-based compensation that is
dependent on the successful growth of our stock price, and that requires attainment of rigorous financial
and strategic execution goals.

Our long-term focus promotes unified emphasis on the execution of our strategy, which we believe will
create long-term stockholder value.

The Committee considers four key company metrics in determining the total reward for our NEOs (among
other supplemental measures), and monitors progress against these metrics through regular engagement
with the CEO throughout the year, and open attendance at companywide quarterly operating review
meetings:

3 Attract, retain and

motivate high-
performing
executive talent

1 Adjusted EBITDA (as defined in Annex A)

2 Organic Revenue Growth (as defined in Annex A)

3 Free Cash Flow (as defined in Annex A)

4 TSR

■

Additionally, individual NEO performance and contributions relative to both financial and non-financial
leadership goals are considered in determining annual incentive payouts as described under the heading
“Assessment of Other NEOs’ Performance and Contributions for 2017.”

The Committee also reviews and certifies performance attainment on outstanding performance-based
stock grants previously awarded to the NEOs, which are pegged to a variety of financial indicators,
including stock price, adjusted earnings per share and adjusted free cash flow per share.

We operate in a highly competitive market for executive talent; as such, we believe it is essential to
attract, retain and motivate a high-performing executive team with market-competitive pay opportunities
that deliver the majority of pay in at-risk elements.

In order to inform its decision-making, the Committee reviews market analysis of total reward levels for
our NEO positions at similarly sized companies (from a revenue perspective) across diverse industries,
using data from proprietary competitive analysis provided by Willis Towers Watson (“WTW”), a
compensation consultant that specializes in conducting general industry compensation surveys. Semler
Brossy also provides supporting analysis using the prior year’s annual proxy statement disclosures of our
peer group companies.

XPO continues to attract top talent at executive levels to lead key positions throughout the company,
as we strive to be the best in the industry at delivering high-quality service to our customers, increasing
value for our stockholders, and demonstrating the highest regard for our employees. Numerous
executives from highly regarded companies in the Fortune 500 have been hired into key leadership
positions at XPO in both business unit and corporate functions in 2017.

HOW WE MEET THESE OBJECTIVES: ENSURING SOUND GOVERNANCE IN EXECUTIVE COMPENSATION

The company has adopted a compensation governance framework that includes the components described below,
each of which the Committee believes reinforces the company’s executive compensation philosophy and objectives.

1 Significant Emphasis on Variable Compensation: Our executive compensation program is heavily weighted towards variable

compensation, including long-term incentives, such as cash-settled PRSUs and annual short-term cash incentives. See “Executive
Compensation Structure–Total Reward Component Mix”.

2 Substantial Portion of Compensation Subject to Creation of Stockholder Value: All of the long-term incentive awards granted to our

NEOs are subject to meaningful stock price and/or earnings-related performance goals with service-based vesting periods. Collectively,
our NEOs hold approximately 690,000 vested shares, subject to lock-up restrictions through September 2, 2018.

to further align the interests of our executives with those of our stockholders. In addition, we believe that maintaining equity ownership
in our company will mitigate a number of risks, including risks related to executive retention and undue risk-taking. The following
guidelines for equity ownership are expressed as a multiple of each executive’s annual base salary:

NEO

CEO

Other NEOs

Stock Ownership Requirement
(as a multiple of annual base salary)

To determine compliance with these guidelines, generally, the following count towards meeting the stock ownership guidelines:

■

Common shares held directly or indirectly, and

Unvested restricted stock units subject solely to time-based vesting.

Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions, are not counted
towards meeting the stock ownership guidelines until they have settled or been exercised, as applicable.

Until the guidelines are met, 70% of the net shares (after tax withholding) received upon settlement of equity-based awards are required
to be retained by the executive.

Currently, each of our NEOs is in compliance with our stock ownership guidelines and, in particular, Mr. Jacobs exceeds the guidelines
by a very significant degree, thereby closely aligning the interests of our NEOs with the interests of our stockholders.

4 Lock-up Restrictions on All Equity Awards: Our NEOs have been subject to lock-up restrictions that generally prohibit the sale of any

shares of our common stock delivered pursuant to equity awards granted by our company after 2013 until September 2, 2018.

5 Clawback Policy: Our NEOs are subject to clawback restrictions with respect to long-term and annual short-term incentive compensation.

The Committee is focused on mitigating risk associated with the company’s compensation program for NEOs and believes that clawback
provisions are an important tool.

Long-Term Incentive

Each NEO’s employment agreement includes a clawback provision under which the NEO may be required, upon certain triggering events,
to repay all or a portion of long-term incentive compensation that was previously paid (including proceeds from previously-exercised and
vested equity-based awards), and to forfeit unvested equity-based awards. These clawback provisions are generally triggered if the NEO:

■

Has engaged in fraud or other willful misconduct that contributes materially to any significant financial restatements
or material loss to our company or any of our affiliates;

Is terminated for Cause (as defined in the employment agreement); or

Breaches the restrictive covenants that are applicable under his employment agreement.

Annual Short-Term Incentive

In addition, if the NEO has engaged in fraud or other willful misconduct that contributes materially to any financial restatements or material
loss to the company or any of its affiliates, the company may require repayment by the NEO of any cash bonus or annual bonus previously
paid (net of any taxes paid by the NEO on such bonus), or cancel any earned but unpaid cash bonus or annual bonus, or adjust the future
compensation of the NEO, in order to recover an appropriate amount with respect to the restated financial results or the material loss.
Furthermore, a portion of the NEOs’ 2016 short-term incentive award continues to be subject to repayment if the NEO leaves the Company
for any reason (other than following a change in control) prior to April 2019.

Additional Provision

To the extent that the rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act are broader than
the clawback provisions contained in the employment agreements that are applicable to our NEOs, our NEOs will be subject to additional
clawback provisions pursuant to such rules as described under the heading “Employment Agreements with NEOs—Clawbacks”.

6 Restrictive Covenants: Our NEOs are subject to comprehensive non-competition and other restrictive covenants.
7 No Stock Option Repricing or Discounted Exercise Price: Our company’s equity incentive plan does not permit either stock option

repricing without stockholder approval or stock option grants with an exercise price below fair market value.

8 No Tax Gross-Ups: Our company does not provide tax gross-ups on any benefits or perquisites, including severance payments and other

benefits received in connection with, or following, a change in control.

9 No Pledging or Hedging of Company Stock: Under our insider trading policy, our company’s directors and executive officers, including

the NEOs, are prohibited from pledging or holding company securities in a margin account without pre-clearance. In addition, such
persons are prohibited from engaging in hedging transactions without pre-clearance, such as prepaid variable forwards, equity swaps,
collars and exchange funds or any other transactions that are designed to or have the effect of hedging or offsetting any decrease in the
market value of equity securities.

10 No Exceptional Perquisites: Our NEOs have no guaranteed bonuses, no supplemental pension or retirement savings beyond what is

provided broadly to all XPO employees, and no additional perquisites such as executive health services, club memberships, relocation
assistance, stipends or financial planning services.

11 Independent Compensation Consultant: The Committee retains an independent compensation consultant who performs services only for

the Committee, as discussed more fully in “Our Executive Compensation Governance Framework”.

Executive Compensation Structure

Our executive compensation program consists of three primary elements: base salary, annual short-term incentive awards and
long-term incentive awards. Each of these elements is described in more detail below:

ELEMENT

OBJECTIVE

MECHANICS

1 Base Salary

Provide a competitive fixed component of
compensation for services performed during
the year, commensurate with the scope and
scale of role.

Reviewed against the executive’s experience and
responsibilities, and for competitiveness against XPO’s peer
group and broader market data as described below under
“The Committee’s Compensation Decision-Making Process”.

2 Annual Short-Term

Incentive

Offer an annual cash compensation
opportunity based upon achievement of
both financial and strategic objectives at the
company, business unit and individual levels.

Target bonuses are established as a percentage of base
salary, with the ultimate outcome based on individual and
company performance (including a focus on TSR), and are
subject to clawback under certain conditions.

3 Long-Term Incentive

Align the interests of our executives with those
of our stockholders through the use of long-
term incentive awards that reward executives
for achievement of pre-determined financial
goals and increases in our stock price over time.

The NEOs were granted PRSUs in 2016 with performance
goals based on annual adjusted cash flow per share for the
multi-year period from 2016 to 2019. The PRSUs are subject
to clawback under certain conditions.

No additional long-term incentive grants have been made
to our NEOs since 2016.

TOTAL REWARD COMPONENT MIX

Because the Committee feels strongly that executive compensation should be tightly linked to both company and
individual performance, the executive compensation for our NEOs is heavily weighted towards equity-based and variable
cash incentive awards. The Committee believes that the mix outlined below is appropriate to drive execution of our long-
term strategy and to further align the interests of our NEOs with those of our stockholders.

CEO’s 2017 Target Total Reward Mix

Other NEOs’ 2017 Target Total Reward Mix

Note: Long-Term Incentive reflects annualized cash PRSU grant-date value

■

At target, 90% of our CEO’s 2017 total reward is incentive-based, and
80% is based on the achievement of long-term performance goals

■

For other NEOs, on average, 75% of the 2017 target total reward is
incentive-based, and 50% is based on achievement of long-term
performance goals

The Committee believes that its holistic approach to evaluating individual and company performance promotes greater alignment
than overly formulaic programs, which may skew incentives. Using discretion to make its determinations on the NEOs’ total pay levels
allows the Committee to enforce a balanced, multi-dimensional approach to executive compensation that incorporates a review of
achievement against goals established at the beginning of the year, as described below.

KEY FACTORS CONSIDERED IN DETERMINING EXECUTIVE COMPENSATION

Thecompany’sfinancialresultsrelativetoBoard-reviewedandpubliclydisclosedtargetsfor2017

■

Overall, under the persistent leadership of our NEOs, XPO generated record results in 2017 on nearly all financial measures,
reaching or exceeding the high-growth financial targets established by management and the Board.

As part of the company’s budget and forecast processes, management set goals, reviewed and agreed to by the Board, on several
key measures, as outlined below in Key Measures 1-3. Achievement against these measures was considered by the Committee
when determining 2017 annual incentives for the NEOs. In addition, TSR performance—both in absolute and relative terms—
forms a strong underpinning to the Committee’s decision-making framework.

Measure

2017 Forecast

Achievement

Adjusted EBITDA, excluding
our divested North American
truckload unit *

$1.365 billion

2. Organic Revenue Growth*

Mid-single digit year
over year growth

3. Free Cash Flow*

At least $350 million

$1.367 billion
(+17% versus 2016)

Up 7% versus 2016

$374 million
(+77% versus 2016)

Key
Measures

4. Annual TSR

Expectation: Alignment
with relevant indices

XPO: 112%
Dow Jones Transportation Average: 19%
S&P 500 Index: 22%
Ranked #1 relative to peer group

* As defined in Annex A

■

Gating threshold to establish eligibility for short-term incentive payout: In March 2017, for each NEO, the Committee
established a target annual cash incentive award for 2017 under the terms of our 2016 Omnibus Incentive Compensation Plan.
Pursuant to the terms of the awards, the Committee set a performance goal that the company’s adjusted EBITDA for 2017
must equal or exceed approximately 75% of the forecasted adjusted EBITDA for 2017 in order for each NEO to become eligible
for any short-term incentive award. Therefore, achievement of this EBITDA threshold, which ultimately occurred, was a
requirement for payment of any annual short-term incentive in 2017.

■

The Committee also evaluated and certified goal attainments associated with previously-awarded stock grants that had vesting
events relevant to performance year 2017, representing a strong composite profile of overall company performance:

Measure

2017PerformanceGoal

Achievement

Certification of
Performance
for Prior
Equity Awards

Adjusted Free Cash Flow Per Share

Adjusted Earnings Per Share

Stock Price at $60 or above
for 20 consecutive trading
days prior to April 2, 2018

$3.96

$2.75

Surpassed goal

Achieve minimum
target share price

Surpassed $60 stock
price goal well in advance
of the April 2, 2018 date

Thecurrentvalueofrealizedandfuturerealizablepayoutsofpreviouslyawardedstockcompensation

■

The Committee evaluated the current values of the PRSUs granted in 2016 for each NEO at various stock price levels.

In particular, attention was focused on the current value of the one-quarter tranche of the 2016 PRSUs that was due to settle in
February 2018 upon the Committee’s certification.

The Committee considered the substantial appreciation in the value of this PRSU award relative to the sizing of the 2017
short-term annual incentive and moderated the short-term annual incentive payout percentage relative to target opportunity,
despite the record results noted above for 2017.

■

In addition, no incremental equity compensation was granted for performance in 2017, in light of:

•

The significant grant value and current value of the 2016 PRSU awards, which were granted in connection with the NEOs’
February 2016 employment agreements and were intended to cover a multi-year period; and

The current value of other vested and unvested equity awards held by the NEOs, which are restricted from sale until
September 2, 2018 and hold sufficient retentive value at present.

AnalysisoftotalrewardlevelsforourNEOpositionsrelativetocorepeergroupandgeneralindustry

■

The Committee, with input from management and Semler Brossy, reviewed and approved the peer group used in evaluating
executive compensation to ensure that the selected companies continue to reflect certain characteristics comparable to XPO.

These peer group characteristics include being in the transportation and logistics industry and having annual revenue greater than
one-quarter of XPO’s revenue. The peers comprising the 2017 peer group represent most of our publicly traded competitors and, in
the Committee’s view, were reasonable given the revenue scale of XPO in 2017.

While we monitor the structure of our peers’ pay programs, the Committee does not target a specific percentile positioning against
the peer group. In addition, the Committee does not target a specific mix between cash and equity or short-term and long-term
compensation relative to the mix used by peer group companies. The peer group for 2017 consisted of the following logistics and
distribution or trucking companies:

PeerName

United Parcel Service, Inc.

FedEx Corp.

Union Pacific Corp.

C.H. Robinson Worldwide, Inc.

CSX Corp.

Norfolk Southern Corp.

Ryder System, Inc.

J.B. Hunt Transport Services, Inc.

Expeditors International of Washington, Inc.

YRC Worldwide, Inc.

Swift Transportation Co.

XPO Logistics, Inc. (as reported)

Percent Rank

TickerSymbol

2017 Annual Revenue
($inmillions)

UPS

FDX

UNP

CHRW

CSX

NSC

JBHT

EXPD

YRCW

SWFT

XPO

$65,872

$60,319

$21,240

$14,869

$11,408

$10,551

$7,330

$7,190

$6,921

$4,891

$ *

$15,381

64P

* 2017 annual revenue data not available due to the merger of Swift Transportation Co. and Knight Transportation, Inc. in 2017.

For 2017, based on the advice of Semler Brossy, the Committee removed two companies from the peer group (Hub Group Inc. and
Landstar Systems, Inc.) and added five companies (CSX Corp., FedEx Corp., Norfolk Southern Corp., Union Pacific Corp. and United
Parcel Service, Inc.). These actions were undertaken to ensure that the size of companies in the peer group accurately reflected
XPO’s significant increase in scale following the integration of our completed acquisitions.

Semler Brossy analyzed competitive pay levels of comparable NEOs using the most recent annual proxy statement disclosures for our
peer group companies. To supplement this data, management provided a competitive market analysis retrieved from the WTW general
industry executive compensation survey, which offered insight into the lower quartile, median and upper quartile of all compensation
components for executive positions spanning 39 companies that ranged from $15 billion to $20 billion in total net revenues, excluding
companies in the Banking industry. Given the significant number of senior executives hired into the company across diverse industries,
management felt that comparing our NEOs to other companies of similar size and scale would provide a more comprehensive and
multi-dimensional view of the market landscape.

■

The analysis across these two data sets was reviewed with the Committee, and demonstrated lower quartile alignment with respect to
total cash compensation and more competitive levels of pay when incorporating current value of the annualized PRSU grant from 2016.

NEOs’IndividualPerformanceandContributionstotheCompanyduring2017

■

The Committee, in consultation with our CEO (except with respect to his own performance assessment), assessed the performance
of each NEO.

For 2017, the Committee determined that our company accomplished and exceeded its key financial and strategic objectives for the
year, as outlined above in key factor number one. Under the leadership and guidance of our NEOs, in 2017 we met rigorous financial
performance goals, grew the company with exceptionally strong TSR, and continued to optimize our existing operations.

Each of the NEOs was determined to have contributed significantly to the company’s achievements during 2017.

In determining the 2017 total reward for the NEOs, the Committee’s goal was to recognize and reward each NEO’s performance,
while also awarding short-term incentive awards that had the effect of relatively balancing total cash compensation across the
group of NEOs, with consideration to each NEO’s job responsibilities and position.

In determining Mr. Jacobs’ 2017 total reward, the Committee considered the strong financial results achieved by the company
under Mr. Jacobs’ leadership, including achievements in addition to the measures noted above, such as EPS and net income
growth. The Committee also considered Mr. Jacobs’ achievements on other 2017 strategic objectives, including those summarized
in the table below.

The Committee’s Assessment of CEO Performance and Contributions for 2017

PROFIT GROWTH

The fourth quarter of 2017 marked the company’s seventh consecutive profitable quarter and the completion
of the sixth year in a row in which we met or exceeded our financial targets. Record achievements were
generated in adjusted EBITDA, revenue, cash flow and EPS. Key financial highlights for full year 2017 include:

■

Adjusted EBITDA, excluding our divested North American truckload unit*, increased
17% year-over-year to $1.37 billion

Adjusted net income growth* of 104.5% year-over-year to $248.5 million

Overall year-over-year revenue increase of $761.4 million (7% organic revenue growth* since 2016)

Free cash flow* achievement of $374 million, 77% higher than 2016

Adjusted EPS* increase of 95% and GAAP EPS increase of more than 360% versus 2016

One-year TSR of 112%, along with three-year and five-year returns of 124% and 427% respectively

* As defined in Annex A

BUSINESS
GROWTH

Mr. Jacobs successfully managed the company’s rapid growth while earning multiple accolades inside
and outside of the industry, including:

■

XPO’s rise to #191 on the Fortune 500, while being recognized as the fastest-growing U.S.
transportation company on the list (after first ranking in the Fortune 500 in 2016)

XPO named the top performer on Forbes’ Global 2000 list of the world’s largest companies

XPO named the largest logistics company in the world by Transport Topics, based on 2016 net revenue

LEADERSHIP OF
THE COMPANY

Under Mr. Jacobs’ leadership, we continued to build a global culture and a deep bench of best-in-class
operators leading our lines of business, all focused on driving results.

■

Mr. Jacobs has led the company to a position as the industry’s foremost champion of technology,
creating the foundation for an important competitive moat

Fortune magazine named XPO one of the “World’s Most Admired Companies”

Forbes magazine named XPO one of “America’s Best Employers” in its annual survey of more than
30,000 workers from all industries

Numerous executives from highly regarded companies in the Fortune 500 were hired into key
leadership positions at XPO in both business unit and corporate roles

EMPLOYEE
ENGAGEMENT

Mr. Jacobs conducts quarterly employee engagement surveys which are sent to approximately 36,000
employees across our global workforce. In these surveys, he solicits feedback on employee satisfaction and
encourages ideas for improvement. Employee satisfaction ratings and the percentage of satisfied employees
increased meaningfully between the first and fourth quarters of 2017.

INCLUSION OF
OUR BOARD

Mr. Jacobs engages Board members in internal business reviews, enabling real-time interaction and discussion:

■

Board members are invited to attend quarterly business reviews and hear firsthand the status of each
major business and function against quarterly and annual business goals

Directors engage in discussions with management on topics such as existing and future strategies for
advancing the quality and profitability of the business

Based on the accomplishments noted above, Mr. Jacobs’ short-term incentive was awarded at 120% of target opportunity.
The Committee believes that this decision appropriately aligns Mr. Jacobs’ 2017 short-term pay with 2017 performance.
Additionally, as with all other NEOs, Mr. Jacobs did not receive an additional equity award for performance in 2017.

In reviewing the CEO’s recommendations and approving the NEOs’ annual short-term incentive awards for 2017, the Committee
considered the overall performance of the company, the company’s achievement of its strategic objectives, the importance of
each NEO’s position in relation to the holistic operation of the company, and the CEO’s assessment of each NEO’s performance
and contributions to the company. Below are highlights of the NEO achievements for 2017:

NEO

2017 ACHIEVEMENTS

TROY A. COOPER
Chief Operating Officer

As Chief Operating Officer and, for the first half of 2017, Chief Operating Officer and Chief
Executive Officer for Europe, Mr. Cooper:

STI Outcome vs. Target: 120%

JOHN J. HARDIG
Chief Financial Officer

STI Outcome vs. Target: 116%

SCOTT B. MALAT
Chief Strategy Officer

STI Outcome vs. Target: 115%

■

Focused on accelerating the growth and momentum of the company and its transportation segment.
This required a particular emphasis on driving sales organizational change and effectiveness in small
freight shipping, Europe and the global strategic account management organization

Oversaw operations, resulting in strong returns and record earnings, particularly across the
company’s transportation segment, including:

• Full-year revenue increase of 4%, to $9.8 billion;

• Adjusted EBITDA* increase of 10%, to $1.028 billion; and

•

Operating income increase of 23%, to $538.8 million for full year and increase of 58%, to
$132.8 million for the fourth quarter

Expanded the company’s position as the largest e-commerce fulfillment provider in Europe and the
largest last mile provider for heavy goods in North America, leading to 21% North American revenue
growth in last mile in the fourth quarter and the launch of last mile operations in Europe

Accomplished numerous key strategic initiatives, including harmonizing the company’s
North America transport businesses under one management structure and upgrading the
sales organization across North America and Europe

* As defined in Annex A

As Chief Financial Officer, Mr. Hardig has led the company’s cost management initiatives and
identified long-term cost management opportunities throughout the organization, resulting in
significant savings. In 2017, Mr. Hardig:

■

Presided over an increase in the company’s cash flow from operations and free cash flow to
record levels

Renegotiated the terms of outstanding loans to reflect the company’s significant growth in size,
financial stability and free cash flow

Actively managed the company’s real estate portfolio

Established a shared services model for the company’s financial operations with lower-cost
locations throughout the United States, Europe and Asia

Streamlined the company’s financial operations through the implementation of more efficient
systems and processes

Achieved an annual run rate of over $120 million in procurement savings

Evaluated multiple acquisition opportunities to ensure that any impending transaction is optimal for
the company’s business model and long-term earnings potential

As Chief Strategy Officer, Mr. Malat:

■

Engaged with important customers to strengthen company relationships as the key transportation
and logistics provider

Took a leading role in the execution of our equity fundraising transaction in July 2017

Conducted research and analysis in connection with the company’s efforts to identify, refine and
evaluate potential acquisition opportunities

Held over 700 discussions with stockholders throughout 2017 to promote transparency and
dialogue surrounding the company’s business strategy, plans for future growth, and its commitment
to demonstrating a high regard for all stakeholders

MARIO A. HARIK
Chief Information Officer

STI Outcome vs. Target: 115%

As Chief Information Officer, Mr. Harik:

■

Led the strategy to build and adopt cutting-edge technological solutions for the company’s internal
operations to deliver end-to-end logistics solutions to customers

Implemented efficient technological solutions that kept the company under the allotted budget for
technology in 2017

Furthered the company’s scientific data analysis and data protection initiatives by hiring a new Chief
Information Security Officer, IT leads for infrastructure and business units, and over 100 big data
scientists

Implemented an industry-first approach to transportation management, supporting customer
visibility of all lines of business through a single, unified technology platform

Launched Drive XPO, a mobile app for carriers that streamlines the experience of locating, bidding
on, securing and transporting loads

Facilitated the implementation of more than 14,000 handheld devices and inspection tablets
for small freight drivers and dock workers, enhancing productivity and revenue collection from
accessorial services

Launched a new less-than-truckload interface for customers, including tools for delivery
management, pick-up management, planning and budgeting

Executive Compensation Outcomes for 2017

■

Base Salary: No change was made to our NEO base salaries in 2017. NEO base salaries have remained the same since they
were increased in 2016 in connection with the renewal of our NEO employment agreements.

AnnualShort-TermIncentive: Our company’s strong financial performance and TSR, and the Committee’s assessment of
both company and individual performance during 2017 led to above-target annual short-term incentive payouts for the NEOs,
as shown in the tables below.

Long-TermIncentive: NEOs earned the second of four tranches of the 2016 PRSU awards because our company’s actual
2017 adjusted cash flow per share exceeded the goal of $3.96. No additional long-term incentive grants have been made to
our NEOs since 2016. The impact of the 2016 PRSU grant on each NEO’s total direct compensation (which we sometimes
refer to as “total reward”) is shown in the column titled “Total Direct Compensation / Total Reward” in the tables below. A
recapitulation of the key features and original grant amounts of the 2016 PRSU program is also delineated under the heading
“Long-Term Incentive Program”.

NEO Total Compensation

The tables below show the Committee’s compensation decisions for 2017 for the NEOs, and differ from the SEC required
disclosure in the “Summary Compensation Table”, which does not capture previously awarded long-term incentive compensation
that is considered by the Committee in its view of total reward value for the NEOs.

As a result of the above-described key factors and performance assessments, and taking into account the indicated total cash
compensation payable to each NEO, the Committee approved the cash incentive award amounts shown immediately below to our
NEOs for 2017. The subsequent table shows the impact of these cash bonus decisions on the total direct incentive compensation,
or total reward, for each NEO.

We believe this offers a fulsome view of the total compensation value of each executive role and portrays the mix of pay that the
Committee believes is appropriate for the NEOs. The PRSU figures represented below reflect the annualized grant value of the
cash-settled PRSUs awarded in 2016, one quarter of which vests annually over the four-year period from the initial grant date.

ANNUAL CASH COMPENSATION FOR 2017 PERFORMANCE YEAR

NEO

Annual Base
Salary

Target STI Award
(% of Salary)

Target STI Award
in Dollars

Earned STI
in Dollars

Total Target Annual
Cash Compensation

Total Earned Cash
Compensation

Bradley S. Jacobs

$625,000

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

$537,500

$515,000

$500,000

$425,000

100%

$750,000

$645,000

$595,000

$575,000

$490,000

$1,250,000

$1,375,000

$1,075,000

$1,182,500

$1,030,000

$1,110,000

$1,000,000

$1,075,000

$850,000

$915,000

$625,000

$537,500

$515,000

$500,000

$425,000

Bradley S. Jacobs

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

ANNUAL TOTAL DIRECT COMPENSATION

Total Earned Cash
Compensation for 2017

Annualized Target PRSU
Award at Grant Value

Total Direct
Compensation / Total Reward

$1,375,000

$1,182,500

$1,110,000

$1,075,000

$915,000

$5,000,000

$1,125,000

$1,000,000

$812,500

$6,375,000

$2,307,500

$2,110,000

$2,075,000

$1,727,500

NEO

Original 2016-2019
Target PRSU Award

Annualized Target Award

Bradley S. Jacobs

$20,000,000

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

$4,500,000

$4,000,000

$3,250,000

$5,000,000

$1,125,000

$1,000,000

$812,500

Long-Term Incentive Program

No long-term incentive awards were made to our NEOs in 2017, in light of the continuing effectiveness of the multi-year award
granted in 2016 to incentivize superior performance and retention. In 2016, the Committee determined that it would be advisable
to make PRSU awards to our leadership team to maximize retention and incentivize a unified focus on execution of our long-term
strategy. The Committee designed our 2016 long-term equity incentive awards to align the interests of our executives with those
of our stockholders by tying a substantial portion of our executives’ compensation to XPO’s stock price over time. The PRSU
awards have high-growth adjusted cash flow per share targets and payment requires significant achievement in the company’s
financial performance every single year from 2016 to 2019. The Committee considered these awards as grants that would cover a
multi-year period, and no additional grants have been made since 2016.

KEY FEATURES OF THE PRSU PROGRAM

■

The PRSUs, granted in February 2016, will vest 25% annually over four years only if the pre-determined performance goals for
adjusted cash flow per share are achieved.

•

The first and second tranches vested upon the company exceeding adjusted cash flow per share targets of $2.93 for 2016
and $3.96 for 2017, with certification by the Committee in February 2017 and February 2018, respectively.

Based on XPO’s stock price on the vesting dates, Messrs. Jacobs, Cooper, Hardig, Malat and Harik received cash payments
specified by the terms of the awards.

The targets for the remaining two years are rigorous, with high double-digit growth rates expected for adjusted cash flow per
share over the next two years:

2016: $2.93

2017: $3.96

2018: $5.38

2019: $6.39

+35%

+36%

+19%

■

Using multiple one-year performance periods reinforces the
incentive to put forth steady and strong annual performance.

This structure also mitigates the risk that our NEOs
under-perform for several years and “make up” the goal
achievement in the final stretch, as could happen with a
single multi-year measurement period.

■

Adjusted cash flow per share, for the purposes of the PRSU awards, means (i) adjusted EBITDA (determined in accordance with the
company’s monthly operating reports and for external reporting purposes and adjusted for the impact of stock and phantom stock
compensation) less any capital expenditures and interest divided by (ii) diluted shares outstanding.

The adjusted cash flow per share metric was selected to align with the company’s strategy of driving efficiency as we continue to
scale up in size and scope.

3 ■

The targeted annual award values were determined with reference to each NEO’s contributions to our company as of the grant date,
their anticipated contribution to the achievement of our strategic objectives and TSR performance in the future, and prior equity-
based awards granted to the NEO. No particular weighting was assigned to any of these considerations.

■

In granting the PRSUs, the Committee also determined that the structure of the award, with achievement of the final adjusted cash
flow per share performance goal not possible until after the end of 2019, provided an important retentive element and increased
long-term focus for our NEOs.

■

The PRSUs were intended to cover a multi-year period, and no additional grants have been made since 2016.

4 ■

5 ■

6 ■

7 ■

There is zero payout if the established financial targets are not attained (i.e., no minimum achievement threshold upon which any
portion of the award would be earned).

There is no upside leverage if the target is exceeded in any given year; the maximum achievement is the target itself (100%).

Payouts are tied directly to stock price performance, in direct alignment with stockholder interests. If our stock price increases
from grant date to vesting date, the award will pay out at a higher amount than the original grant. Conversely, if the stock price
declines in that same period, the original grant will decline in value at the same rate as the stock price.

Going forward, we are aiming for our NEOs to lead a 17% year-over-year increase in adjusted EBITDA in 2018, well beyond
the forecast for the industry, with cash generation growing at a faster pace than EBITDA and expected to reach a targeted
approximately $625 million over the course of 2018.

■

These high-growth targets demonstrate management’s and the Committee’s confidence that the company is well-positioned to
demonstrate continued progress.

8 ■

Awards are subject to clawback both during the vesting period and after payout based on the circumstances as specified
by the terms of the awards.

Other Compensation-Related Items

Equity Granting Policy

All equity grants to NEOs are approved by the Committee with a grant date determined at the time of the approval. The Committee
does not target a specific time during the year to make equity grants, but equity grant dates are always on or after the date of
Committee approval and in full compliance with applicable laws.

Benefits

Our NEOs are provided with the same benefits as are generally offered to other eligible employees, including participation in the
XPO Logistics, Inc. 401(k) Plan and insurance benefit programs. Our NEOs receive minimal perquisites, as shown in the “All Other
Compensation Table” below.

Employment Agreements

We believe that it is in the best interests of our company to enter into multi-year employment agreements with our NEOs
because the agreements promote long-term retention while allowing the Committee to exercise discretion in designing incentive
compensation programs. The material compensation-related terms of these agreements are described under the heading
“Employment Agreements with NEOs” and the tables that follow this Compensation Discussion and Analysis.

Effective February 9, 2016, the company entered into new employment agreements with each of the NEOs. Each of these 2016
employment agreements has a term through February 9, 2020, and expires at the end of the term without automatic renewal. The
2016 employment agreements contain comprehensive restrictive covenants which are described under the heading “Employment
Agreements with NEOs—Restrictive Covenants”.

Section 162(m) of the Internal Revenue Code has historically disallowed a federal income tax deduction to public companies
for compensation greater than $1 million paid in any tax year to covered executive officers unless the compensation meets
the requirements of the “qualified performance-based compensation” exemption under that section. In 2017 and in prior years,
certain of our compensation plans were designed to permit us to grant awards that may qualify for the “qualified performance-
based compensation” exemption. However, this exemption was eliminated by recent tax legislation, effective for taxable years
beginning after December 31, 2017. The legislation also expanded the group of executives covered by Section 162(m). Therefore,
we expect that compensation awarded to our covered executive officers in excess of $1 million in 2018 and later tax years will
not be deductible by the company unless it qualifies for limited transition relief that applies to certain arrangements in place as
of November 2, 2017. Because of uncertainties in the application and interpretation of Section 162(m), and the absence at this
juncture of regulatory guidance on the scope of the transition relief, no assurance can be given that awards paid in 2018 and
later years that were originally intended to qualify for the “qualified performance-based compensation” exemption, or that were
otherwise expected to be deductible prior to the recent tax legislation, will in fact be deductible.

We believe that the tax deduction limitation imposed by Section 162(m) should not compromise the company’s ability to design
and maintain executive compensation arrangements that will attract and retain executive talent. Accordingly, the Committee and
our Board will take into consideration a multitude of factors in making executive compensation decisions and may approve and
authorize executive compensation that is not tax deductible.

Risk Assessment

The Committee, in consultation with Semler Brossy, have assessed the risks that could arise from our employee compensation
policies and do not believe that such policies are reasonably likely to have a materially adverse effect on our company.

Compensation Committee Report

The following statement made by our Committee does not constitute soliciting material and should not be deemed filed or
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent
that we specifically incorporate such statement by reference.

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K as set forth above. Based on such review and discussions, the Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into
the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Committee:

Adrian P. Kingshott (Committee Chair)
Michael G. Jesselson
Jason D. Papastavrou

Summary Compensation Table

The following table sets forth information concerning the total compensation awarded to, earned by, or paid to our NEOs for the
year ended December 31, 2017.

Name and Principal
Position

Bradley S. Jacobs(5)
Chairman and
Chief Executive Officer

Troy A. Cooper
Chief Operating Officer

John J. Hardig
Chief Financial Officer

Scott B. Malat
Chief Strategy Officer

Mario A. Harik
Chief Information Officer

Year

Salary ($)

Bonus(1) ($)

2017
2016
2015

$625,000
$607,000
$495,000

$537,500
$511,539
$350,000

$515,000
$498,385
$395,000

$500,000
$472,308
$300,000

—
$1,375,000
—

—
$1,075,000
—

—
$915,000
$200,000

—
$500,000
$200,000

Stock
Awards(2) ($)

—
$19,999,992(6)
$2,948,108

—
$4,499,998(6)
$491,361

—
$3,999,998(6)
$491,361

2017

$425,000

—

Option
Awards(2)
($)

Non-Equity
Incentive Plan
Compensation(3) ($)

All Other
Compensation(4) ($)

—
—
—

—

$750,000
—

$2,325,000

$645,000
—

$1,850,000

$595,000
—

$1,650,000

$575,000
—

$1,650,000

$490,000

$9,021
$2,456
$3,614

$9,021
$2,337
$3,760

$9,021
$2,512
$32,982

$9,021
$2,317
$3,916

$9,021

Total ($)

$1,384,021
$21,984,448
$5,771,722

$1,191,521
$6,088,874
$2,695,121

$1,119,021
$5,415,895
$2,769,343

$1,084,021
$4,974,623
$2,645,277

$924,021

(1) The amounts reflected in this column for 2015 represent a $200,000 one-time discretionary cash incentive award paid on June 30, 2015, to each of Messrs. Hardig
and Malat in recognition of their contributions in connection with the company’s acquisition of Norbert Dentressangle SA and the related financing transactions.
(2) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance
with ASC 718. For a further discussion of the assumptions used in the calculation of the grant date fair values for each year, please see “Notes to Consolidated
Financial Statements—Note 13. Stock-Based Compensation” of our company’s Annual Report on Form 10-K for the year ended December 31, 2017. Cash-settled
PRSU awards are measured at fair value initially based on the closing price of the Company’s common stock at the date of grant and are re-measured to fair
value at each reporting date until settlement.

(3) The amounts reflected in this column for 2017 represent an annual cash bonus award earned in respect of 2017, which is described in more detail under the heading

“Executive Compensation Outcomes for 2017—NEO Total Compensation.”

(4) The components of “All Other Compensation” for 2017 are detailed below in the “All Other Compensation” table.
(5) Mr. Jacobs did not receive any additional compensation for his services as a director.
(6) This amount:

•

Reflects the aggregate grant date fair value of the PRSUs granted in 2016—the amount of the PRSU payout in each year is dependent on the company’s stock
price at the time the award is settled;

• Assumes the achievement of the applicable performance goals at the target level—there is no payout under these awards if the relevant annual financial target is

not met; and

• Reflects full vesting of the award—only 25% of each PRSU award will vest annually if the relevant adjusted cash flow per share goal in each year of the four-year

vesting period is achieved.

We compensate our NEOs pursuant to the terms of their respective employment agreements, and the information reported in
the Summary Compensation Table reflects the terms of such agreements. For more information about our NEOs’ employment
agreements, see the discussion in this proxy statement under the heading “Employment Agreements with NEOs.”

All Other Compensation Table

The following table outlines the amounts included in the “All Other Compensation” column in the “Summary Compensation” table
for our NEOs in 2017.

Name

Bradley S. Jacobs

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

Matching Contributions to
401(k) Plan ($)(1)

Company-Paid Life Insurance
Premiums ($)(2)

Perquisites and Other
Personal Benefits ($)

$8,100

$921

—

Total
($)

$9,021

(1) Amounts in this column represent matching contributions made by XPO to the company’s 401(k) plan. Only amounts contributed directly by our NEOs
are eligible for matching contributions, and our NEOs are eligible for matching contributions on the same basis as all other eligible employees of our
company. The 2017 401(k) matching amounts are larger than in previous years due to the increase in the 401(k) company match percentage for all eligible
participants in the XPO Logistics, Inc. 401(k) Plan.

(2) Amounts in this column represent the company-paid premiums for basic life insurance and accidental death and dismemberment (AD&D) insurance.

Grants of Plan-Based Awards

The following table provides additional detail regarding grants of equity and non-equity plan-based awards.
No equity awards were made to NEOs during 2017.

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts
Under Equity Incentive Plan Awards(2)

Threshold ($)

Target ($) Maximum ($)

Threshold (#)

Target (#) Maximum (#)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant Date
Fair
Value of
Stock and
Option
Awards(2)

—

625,000

537,500

515,000

500,000

425,000

—

Name

Bradley S. Jacobs

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

Grant
Date

n/a

(1)

Amounts represent the target award for each NEO. For actual payout information, see “Executive Compensation Outcomes for 2017—NEO Total Compensation.”

(2) No equity grants were made to any of the NEOs in 2017.

Additional information relevant to the awards that are shown in the above table (including a discussion of the applicable
performance criteria and the actual payouts under such awards) is included in the “Compensation Discussion and Analysis”
section of this proxy statement.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2017.

Option Awards

Stock Awards

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Equity Incentive
Plan Awards:
Number of Securities
Underlying
Unexercised
Unearned Options (#)

Option
Exercise
Price ($)

Option
Expiration Date

Number of
Shares or
Units of Stock
That Have
Not Vested (#)

Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)(1)

Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units or
Other Rights That
Have Not Vested (#)

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested ($)(1)

Name

Bradley S. Jacobs

250,000

Troy A. Cooper

John J. Hardig

25,000

50,000

Scott B. Malat

48,000

Mario A. Harik

135,000

—

$9.28

11/21/2021

471,179(2)

$43,155,285(2)

436,300(3)

$39,960,717(3)

$11.46

1/16/2022

136,208(4) $12,475,291(4)

$14.09

2/13/2022

105,560(6)

$9,668,240(6)

98,168(5)

87,260(7)

$8,991,207(5)

$7,992,143(7)

$10.65
$18.07

10/21/2021
3/5/2022

124,091(8) $11,365,495(8)

87,260(9)

$7,992,143(9)

$9.79

11/14/2021

70,420(10)

$6,449,768(10)

70,899(11)

$6,493,639(11)

Note: Vesting of all outstanding equity awards is subject to continued employment by the NEO on the applicable vesting date, subject to certain exceptions in
connection with a qualifying termination of employment.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

The values reflected in this column were calculated using $91.59, the closing price of a company share on the NYSE on December 29, 2017, the last trading day
of our fiscal year 2017.

Consists of 218,150 cash-settled PRSUs which vested on February 9, 2018, and 253,029 PRSUs which vested on February 19, 2018, upon Committee
certification of the achievement of the applicable performance criteria.

Consists of 436,300 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain
performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.

Consists of 49,084 cash-settled PRSUs which vested on February 9, 2018, 5,000 PRSUs which vested on February 15, 2018, and 82,124 PRSUs which vested on
February 19, 2018, upon Committee certification of the achievement of the applicable performance criteria.

Consists of 98,168 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain
performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.

Consists of 43,630 cash-settled PRSUs which vested on February 9, 2018, and 61,930 PRSUs which vested on February 19, 2018, upon Committee certification
of the achievement of the applicable performance criteria.

Consists of 87,260 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain
performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.

Consists of 43,630 cash-settled PRSUs which vested on February 9, 2018, 5,714 PRSUs which vested on February 15, 2018, and 74,747 PRSUs which vested on
February 19, 2018, upon Committee certification of the achievement of the applicable performance criteria.

(10) Consists of 35,450 cash-settled PRSUs which vested on February 9, 2018, and 34,970 PRSUs which vested on February 19, 2018, upon Committee certification

of the achievement of the applicable performance criteria.

(11) Consists of 70,899 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain

performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.

The following table sets forth the RSUs that vested for our NEOs during 2017. There were no stock option exercises by our
NEOs during 2017.

Option Awards

Stock Awards

Name

Bradley S. Jacobs

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

Number of Shares
Acquired on Exercise (#)

Value Realized on
Exercise ($)

—

Number of Shares
Acquired on
Vesting (#)

218,150

54,083

43,630

49,344

35,449

Value Realized on
Vesting ($)(1)

10,737,343

2,668,315

2,147,469

2,435,968

1,744,800

(1) The values reflected in this column were calculated by multiplying the number of shares that vested in 2017 by the closing price of a company share on the

NYSE on each applicable vesting or settlement date.

Potential Payments Upon Termination or Change of Control

The following table reflects the amounts of compensation that would be due to each of our NEOs pursuant to their
respective employment agreements upon the termination events as summarized below, as if each such event had occurred
on December 31, 2017. The amounts shown below are estimates of the payments that each NEO would receive in certain
instances. The actual amounts payable will only be determined upon the actual occurrence of any such event.

Event

Bradley S. Jacobs

Troy A. Cooper

John J. Hardig

Scott B. Malat

Mario A. Harik

Termination without Cause:

Cash severance(1)(2)(3)(4)

$312,500

$268,750

$257,500

$250,000

Acceleration of equity-based awards(5)

$39,416,856

$11,491,523

$8,862,706

$10,487,788

Continuation of medical / dental benefits(6)

$9,660

$6,899

$9,660

$212,500

$5,891,069

$9,479

Total

39,739,016

$11,767,171

$9,129,866

$10,747,448

$6,113,048

Voluntary Termination with Good Reason:

Cash severance(1)(2)(4)

—

Acceleration of equity-based awards(5)

$21,571,368

$7,018,359

$5,293,627

$6,395,363

$2,991,146

Continuation of medical / dental benefits

—

Total

$21,571,368

$7,018,359

$5,293,627

$6,395,363

$2,991,146

Termination for Cause or Voluntary Termination without Good Reason:

Cash severance(1)(2)(4)

Acceleration of equity-based awards

Continuation of medical / dental benefits

Total

Disability:

Cash severance(1)(2)(4)

Acceleration of equity-based awards(5)

Continuation of medical / dental benefits

Total

Death:

Cash severance(2)

—

$457,950

—

$457,950

—

$523,345

—

$523,345

—

Acceleration of equity-based awards(5)

$83,116,002

$21,466,498

$17,660,384

$19,357,638

$12,943,407

Continuation of medical / dental benefits

—

Total

$83,116,002

$21,466,498

$17,660,384

$19,357,638

$12,943,407

Change of Control and No Termination:

Cash severance(2)

—

Acceleration of equity-based awards(5)

$83,116,002

$21,466,498

$17,660,384

$19,357,638

$12,943,407

Continuation of medical / dental benefits

—

Total

$83,116,002

$21,466,498

$17,660,384

$19,357,638

$12,943,407

Change of Control and Termination without Cause or for Good Reason:

Cash severance(2)

$3,125,000

$2,687,500

$2,575,000

$2,500,000

$2,125,000

Acceleration of equity-based awards(5)

$83,116,002

$21,466,498

$17,660,384

$19,357,638

$12,943,407

Continuation of medical / dental benefits(6)

$38,640

$27,594

$38,640

$37,917

Total

$86,279,642

$24,181,592

$20,274,024

$21,896,279

$15,106,324

(1) Upon a termination of employment for any reason (other than death), whether with or without Cause, within two years after the payment date, a portion of

the NEO’s 2015 and 2016 cash bonuses must be reimbursed to the company. This repayment obligation is not reflected in the amounts shown in this table.
The repayment obligation does not apply after a Change of Control.

(2) Amounts shown do not include any payments for accrued and unpaid salary, bonuses or vacation.

(3) In the event of a termination by our company without Cause, cash severance payable to the NEO will be reduced, dollar for dollar, by other income earned by

such NEO. The calculations of severance pay in the above table use the NEO’s base salary effective as of December 31, 2017.

©2018 XPO Logistics, Inc.(4) In the event of a termination for any reason, our company has the right to extend the period during which the applicable NEO is bound by the non-competition
covenant in his employment agreement for up to 12 additional months, which would extend the non-compete period from two years to three years following
termination. During the period the non-compete is extended, the NEO would be entitled to receive cash compensation equal to his monthly base salary as in
effect on the date his employment terminated, reduced dollar for dollar by any other income earned at the time by the NEO. Fully extending the non-compete
provision would increase the amounts shown as “Cash Severance” by up to $625,000 for Mr. Jacobs, $537,500 for Mr. Cooper, $515,000 for Mr. Hardig,
$500,000 for Mr. Malat, and $425,000 for Mr. Harik. This extended non-compete provision does not apply after a Change of Control.

(5) The values reflected in this column were calculated using $91.59, the closing price of a company share on the NYSE on December 29, 2017, the last trading
day of our fiscal year 2017. The amounts shown for PRSUs have been estimated assuming that the applicable performance goals are met at target levels.
Although the PRSUs would no longer be subject to a continued service requirement upon the occurrence of a termination by our company without Cause,
payment of such award would remain subject to the actual achievement of the applicable performance goals. As of December 31, 2017, none of the NEOs
had any unvested RSUs or stock options.

(6) The amounts of continued medical and dental benefits shown in the table (i) have been calculated based upon our current actual costs of providing the

benefits through COBRA and (ii) have not been discounted for the time value of money. In the event of a termination without Cause, continued medical and
dental benefits would cease when the NEO commences employment with a new employer.

Each NEO’s employment agreement, which is described in detail in this proxy statement under the heading “Employment
Agreements with NEOs,” generally provides that, in the event of a termination without Cause (as defined below) either prior to
a Change of Control (as defined below) or more than two years following a Change of Control, cash severance payments and
continued benefits will be made ratably over the six-month period following the executive’s termination (subject to any delays
required pursuant to Section 409A of the Code). The employment agreements generally do not provide for payments other than
accrued benefits if employment is terminated due to death or disability. Generally, in the event of a termination upon or within
two years following a Change of Control, cash severance payments will be made in one lump sum (subject to any delays required
pursuant to Section 409A of the Code). The equity-based awards granted to our NEOs will generally accelerate vesting in the event
of a termination due to disability or death or upon a Change of Control, except that the 2014 and 2015 PRSU award agreements
do not specifically address vesting in the event that the termination of employment is due to disability and for purposes of these
calculations we have assumed no accelerated vesting. The severance payments set forth in the table are generally subject to and
conditioned upon the NEO signing an irrevocable waiver and release and continued compliance with certain restrictive covenants.

For more information regarding the payments and benefits to which our NEOs are entitled upon certain termination events or
upon a Change of Control, see the discussion in this proxy statement under the heading “Employment Agreements with NEOs.”

CEO Pay Ratio Disclosure

As required by SEC rules, we are providing the following information about the relationship of the annual total compensation
of our CEO to that of our median employee. The pay ratio and annual total compensation amount disclosed in this section are
reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.

Median Employee Determination

We identified our median employee by calculating the 2017 cash compensation for all employees, excluding the CEO, who
were employed by us on December 31, 2017. This included 88,891 employees globally, and included all full-time, part-time
and seasonal employees. The calculation included employees who were active on December 31, 2017 but not employed for
all of 2017 and the calculation did not annualize their compensation. Although the SEC allows companies to exclude up to 5%
of their non-U.S. employees, we chose to include all employees globally to ensure that all countries had representation in the
calculation. Cash compensation included all earnings paid to each employee during the calendar year, including base salary
and wages, bonuses, commissions, overtime and holiday or PTO pay. Compensation was converted into U.S. dollars using
currency conversion rates as of December 31, 2017.

Annual Compensation of Median Employee Using Summary Compensation Table Methodology

After identifying the median employee as described above, we calculated annual total compensation for this employee using
the same methodology we use for our CEO in the 2017 Summary Compensation Table. This compensation calculation
includes base salary and wages, bonuses, commissions, overtime, holiday or PTO pay, equity awards, 401(k) company match,
and company-paid life insurance premiums as applicable. The compensation for our median employee was $36,885 and the
compensation for the CEO was $1,384,021.

2017 Pay Ratio

Based on the above information, the ratio of the annual total compensation of our CEO to the median employee is 38:1. The
pay ratio reported by other companies may not be comparable to the pay ratio reported above, due to variances in business
mix, proportion of seasonal and part-time employees and distribution of employees across geographies. In comparison to
peer firms, XPO has a unique business mix with approximately 50% of our employee population working in our supply chain
business; in addition, XPO operates globally with approximately 50% of our population located outside of the United States.
We seek to attract, incentivize and retain our employees through a combination of competitive base pay, bonus opportunities,
401(k) contributions, the opportunity to participate in our employee stock purchase plan and other benefits.

Effective as of February 9, 2016, we entered into employment agreements with each of the NEOs (the “2016 Employment
Agreements”), which replace and supersede the prior employment agreements with our NEOs that were originally scheduled
to expire on September 2, 2016. The primary purposes of the 2016 Employment Agreements are to: (i) incentivize the NEOs
to be aligned with our corporate goals and stockholders’ interests, (ii) provide financial incentives for the NEOs to increase
stockholder value and focus on the integration of recent acquisitions, and (iii) strengthen the linkage between pay and
performance in our executive compensation program.

Term. Each 2016 Employment Agreement provides for the NEO’s employment from the effective date of February 9, 2016, until
February 9, 2020.

Lock-up Restrictions. Pursuant to the 2016 Employment Agreements, any shares of our common stock issued to a NEO
upon exercise or vesting of any equity compensation award (whether before, on or after the date of the 2016 Employment
Agreement) will be subject to a lock-up until the earliest of September 2, 2018, a Change of Control or the NEO’s death. Under
the prior employment agreements, such shares were subject to lock-up until September 2, 2016.

Benefits and Business Expense Reimbursement. Under the 2016 Employment Agreements, each of our NEOs is eligible to
participate in our benefit plans and programs that are generally available to other members of our senior executive team and is
eligible for reimbursement of all reasonable and necessary business expenses incurred in the performance of duties during the
term of the 2016 Employment Agreement.

Termination Events. The severance payments pursuant to the 2016 Employment Agreements described below are generally
subject to and conditioned upon the NEO signing an irrevocable waiver and general release and also complying with the
restrictive covenants contained in his 2016 Employment Agreement (as described below).

In the event that any of our NEOs dies during the term of the 2016 Employment Agreement, or if we terminate the NEO’s
employment without Cause, either prior to a Change of Control or more than two years following a Change of Control, such
NEO will be entitled to:

•

Accrued and unpaid salary, vacation benefits and unreimbursed business expenses;

Solely in the case of a termination by the company without Cause: six (6) months’ base salary, at the level in effect on
the date of termination, which will be paid in equal installments over the 6 months following the date of termination
(subject to any delay required by Section 409A of the Code), and which generally will be reduced, dollar-for-dollar, by
other earned income, plus any annual bonus that the company has notified the employee in writing that the employee
has earned prior to the date of termination, but is unpaid as of the date of termination; and

Solely in the case of a termination by the company without Cause: medical and dental coverage for a period of six (6)
months from the date of termination, or, if earlier, until the NEO secures other employment.

The 2016 Employment Agreements do not provide for accelerated vesting of equity, equity-based or other long term incentive
compensation awards other than as set forth in the applicable award agreements. The 2016 Employment Agreements modified
the terms of PRSUs granted to the NEOs during 2014 and 2015. Specifically, the 2016 Employment Agreements provide that,
notwithstanding the original award agreements for PRSUs granted during 2014 and 2015, in the event an NEO is terminated without
Cause, a prorated portion of the PRSU award will vest only if the applicable performance goal is achieved. The original award
agreements with respect to PRSUs granted during 2014 and 2015 to the NEOs provided that, upon a termination without Cause prior
to April 2, 2018, such PRSUs would vest on a prorated basis without regard to whether the applicable performance goal was satisfied.

Definitions of Cause and Good Reason.

“Cause,” for the purpose of the 2016 Employment Agreements, generally means the NEO’s:

•

Gross negligence or willful failure to perform his duties;

Abuse or dependency on alcohol or drugs that adversely affects the NEO’s performance of duties;

Commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other
assets of our company;

Breach of any term of the NEO’s 2016 Employment Agreement or any agreement governing any equity-based awards
or breach of his fiduciary duties;

Any willful act, or failure to act, in bad faith to the detriment of our company;

Willful failure to cooperate in good faith with a governmental or internal investigation if such cooperation is requested;

•

Failure to follow our company’s code of conduct or ethics policies; and

Conviction of, or plea of nolo contendere to, a felony or any serious crime;

provided that, in cases where cure is possible, the NEO has a cure period of 15 days before he or she can be terminated for Cause.

The 2016 Employment Agreements allow a NEO to terminate employment for Good Reason only upon or during the two-year
period following a Change of Control. “Good Reason,” for purposes of the 2016 Employment Agreements, generally means,
without first obtaining the NEO’s written consent:

•

Our material breach of the terms of the NEO’s 2016 Employment Agreement or a reduction in base salary or target bonus;

Our material diminishment of the NEO’s title, duties, authorities, reporting relationships, responsibilities or position;

Our requirement that the NEO be based in a location that is more than 50 miles from his initial work location
immediately prior to the Change of Control; or

With regard to Mr. Jacobs, our requirement that he no longer reports directly to the Board; and with regard to each
of Messrs. Cooper, Hardig, Malat, and Harik, our requirement that he reports to someone other than the Chief
Executive Officer.

In each case, the NEO’s Good Reason right is subject to our company’s 30-day cure period.

Change of Control. In the event that, upon or within two years following a Change of Control, Messrs. Jacobs’, Cooper’s, Hardig’s,
Malat’s, or Harik’s employment is terminated by our company without Cause or such NEO resigns for Good Reason, he will receive:

•

Accrued and unpaid salary, vacation benefits and unreimbursed business expenses;

A lump-sum cash payment equal to two times the sum of his annual base salary and target annual bonus each at the
level in effect on the date of termination (subject to any delay required by Section 409A of the Code);

A prorated target bonus for the year of termination; and

Medical and dental coverage for a period of 24 months from the date of termination.

In the event that any amounts payable to the NEO in connection with a Change of Control constitute “parachute payments”
within the meaning of Section 280G of the Code, then any such amounts will be reduced to avoid triggering the excise tax
imposed by Section 4999 of the Code, if it would be more favorable to the NEO on a net after-tax basis. The NEO is not entitled
to a gross-up payment for excise taxes imposed by Section 4999 of the Code on “excess parachute payments,” as defined in
Section 280G of the Code.

Clawbacks. Under the 2016 Employment Agreements, each of our NEOs is subject to equity and annual bonus clawback
provisions in the event of: (1) a breach of the restrictive covenants, (2) termination of his employment by our company for
Cause, or (3) his engagement in fraud or willful misconduct that contributes materially to any financial restatement or material
loss to our company or its affiliates. If any such event occurs, we generally may terminate or cancel any awards granted
to such NEO by our company (whether vested or unvested), and require him to forfeit or remit to our company any amount
payable (or the net after-tax amount paid or received by such NEO) in respect of any such awards. Furthermore, under the 2016
Employment Agreements, in the event that an NEO engages in fraud or other willful misconduct that contributes materially to
any financial restatement or material loss to our company, our company may generally require such NEO to repay any annual
bonus (net of any taxes paid by him) previously paid to him, cancel any earned but unpaid annual bonus or adjust any future
compensation such that he will only retain the amount that would have been payable to him after giving effect to the financial
restatement or material loss. In addition, in the event that the NEO breaches any restrictive covenant, such NEO will be required,
upon written notice from us, to forfeit or repay to our company his severance payments. In certain circumstances, the breach
or fraudulent conduct must have occurred within a certain period in order for us to be able to clawback the equity-based
awards, annual bonus or severance payments. In addition, the NEO shall be subject to any other clawback or recoupment policy
of the company as may be in effect from time to time or any clawback or recoupment as may be required by applicable law.

Restrictive Covenants. Under the 2016 Employment Agreements, each of our NEOs is generally subject to the following
restrictive covenants: employee and customer non-solicitation during his employment and for a period of three years thereafter;
confidentiality and non-disparagement during his employment and thereafter; and non-competition during his employment and
for a period of two years following his termination for any reason. In addition, we have the option to extend the non-competition
period for up to an additional year following a termination for any reason, provided that we continue to pay the NEO’s base
salary as in effect on the date of termination during the extended non-competition period.

Equity Compensation Plan Information

The following table gives information as of December 31, 2017, with respect to the company’s compensation plans under which
equity securities are authorized for issuance.

Plan Category

Equity compensation plans
approved by security holders

Equity compensation plans not
approved by security holders

Total

Number of Securities to be Issued
Upon Exercise of Outstanding
Options, Warrants and Rights
(a)

Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights(1)
(b)

Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans (Excluding
Securities Reflected in Column (a))
(c)

3,681,354(2)

50,000(4)

3,731,354

$13.15

$14.09

$13.21

4,460,289(3)

4,460,289

(1) The weighted average exercise price is based solely on the outstanding options.

(2)

(3)

(4)

Includes 735,355 stock options outstanding under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan, 41,937
stock options outstanding under the Segmentz, Inc. 2001 Stock Option Plan, and 24,281 stock options outstanding under the Con-way Inc. 2006 Equity and
Incentive Plan. Also includes an aggregate of 935,807 RSUs and PRSUs granted under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan,
1,790,623 RSUs and PRSUs granted under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan and 153,351 RSUs
and PRSUs granted under the Con-way Inc. 2012 Equity and Incentive Plan.

Includes 2,460,289 securities available for issuance under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan and 2,000,000 securities
available for issuance under the XPO Logistics, Inc. Employee Stock Purchase Plan.

These securities were granted to our Chief Financial Officer in February 2012 outside the security holder-approved plan as employee inducement grants.
These securities represent 50,000 stock options.

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent
of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers,
directors and greater-than-ten-percent stockholders are required by SEC regulations to furnish us with copies of all Section
16(a) forms they file. Based solely on a review of the copies of such forms furnished to us, or written representations from
our directors and executive officers, we believe that during 2017, our executive officers, directors and greater than ten-percent
beneficial owners complied with all applicable Section 16(a) filing requirements.

Report of the Audit Committee

The following statement made by our Audit Committee does not constitute soliciting material and should not be deemed filed
or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically
incorporate such statement by reference.

The Audit Committee (“we” in this Report of the Audit Committee) currently consists of Mr. Shaffer (Chair), Mr. Kingshott and Dr.
Papastavrou.

The Board of Directors has determined that each current member of the Audit Committee has the requisite independence and
other qualifications for audit committee membership under SEC rules, the listing standards of NYSE, our Audit Committee
Charter, and the independence standards set forth in the XPO Logistics, Inc. Corporate Governance Guidelines. The Board
of Directors has also determined that Mr. Shaffer and Dr. Papastavrou each qualify as an “audit committee financial expert”
as defined under Item 407(d)(5) of Regulation S-K under the Exchange Act. As more fully described below, in carrying out its
responsibilities, the Audit Committee relies on management and XPO’s independent registered public accounting firm (the
“outside auditors”). The Audit Committee members are not professionally engaged in the practice of accounting or auditing. The
Audit Committee operates under a written charter that is reviewed annually and is available at www.xpo.com.

In accordance with our charter, the Audit Committee assists the Board of Directors in fulfilling its responsibilities in a number
of areas. These responsibilities include, among others, oversight of: (i) XPO’s accounting and financial reporting processes,
including XPO’s systems of internal controls over financial reporting and disclosure controls, (ii) the integrity of XPO’s financial
statements, (iii) XPO’s compliance with legal and regulatory requirements, (iv) the qualifications and independence of XPO’s
outside auditors, and (v) the performance of XPO’s outside auditors and internal audit function. Management is responsible for
XPO’s financial statements and the financial reporting process, including the system of internal control over financial reporting.
We are solely responsible for selecting and reviewing the performance of XPO’s outside auditors and, if we deem appropriate
in our sole discretion, terminating and replacing the outside auditors. We also are responsible for reviewing and approving the
terms of the annual engagement of XPO’s outside auditors, including the scope of audit and non-audit services to be provided
by the outside auditors and the fees to be paid for such services, and discussing with the outside auditors any relationships or
services that may impact the objectivity and independence of the outside auditors.

In fulfilling our oversight role, we met and held discussions, both together and separately, with the company’s management
and KPMG. Management advised us that the company’s consolidated financial statements were prepared in accordance
with generally accepted accounting principles, and we reviewed and discussed the consolidated financial statements and key
accounting and reporting issues with management and KPMG, both together and separately, in advance of the public release of
operating results and filing of annual and quarterly reports with the SEC. We discussed with KPMG the matters required to be
discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit
Committees, and reviewed a letter from KPMG disclosing such matters.

KPMG also provided us with the written disclosures required by applicable requirements of the Public Company Accounting
Oversight Board regarding the outside auditors’ communications with the Audit Committee concerning independence, and
we discussed with KPMG matters relating to their independence and considered whether their provision of certain non-audit
services is compatible with maintaining their independence. KPMG has confirmed its independence, and we determined that
KPMG’s provision of non-audit services to XPO is compatible with maintaining its independence. We also reviewed a report by
KPMG describing the firm’s internal quality-control procedures and any material issues raised in the most recent internal quality-
control review or external peer review or inspection performed by the Public Company Accounting Oversight Board.

Based on our review with management and KPMG of XPO’s audited consolidated financial statements and KPMG’s report on
such financial statements, and based on the discussions and written disclosures described above and our business judgment,
we recommended to the Board of Directors, and the Board approved, that the audited consolidated financial statements be
included in XPO’s Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the SEC.

AuditCommittee:

Oren G. Shaffer (Committee Chair)

Adrian P. Kingshott

Jason D. Papastavrou

The Audit Committee’s charter requires review and pre-approval by the Audit Committee of all audit services provided by our
outside auditors and, subject to the de minimis exception under applicable SEC rules, all permissible non-audit services provided
by our outside auditors. The Audit Committee has delegated to its chair the authority to approve, within guidelines and limits
established by the Audit Committee, specific services to be provided by our outside auditors and the fees to be paid. Any such
approval must be reported to the Audit Committee at the next scheduled meeting. As required by Section 10A of the Exchange
Act, the Audit Committee pre-approved all audit and non-audit services provided by our outside auditors during 2017 and 2016,
and the fees paid for such services.

Services Provided by the Outside Auditors

As described above, the Audit Committee is responsible for the appointment, compensation, oversight, evaluation and
termination of our outside auditors. Accordingly, the Audit Committee retained KPMG to serve as our independent registered
public accounting firm for fiscal year 2017 on April 12, 2017.

The following table shows the fees for audit and other services provided by KPMG for fiscal years 2017 and 2016.

Fee Category

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Total Fees

2017

$6,400,000

300,000

1,700,000

—

$8,400,000

2016

$7,300,000

400,000

200,000

—

$7,900,000

Audit Fees. This category includes fees for professional services rendered by KPMG for 2017 and 2016 for the audits of our
financial statements included in our Annual Report on Form 10-K, and reviews of the financial statements included in our
Quarterly Reports on Form 10-Q.

Audit-Related Fees. The 2016 fees include financial due diligence services provided by KPMG in connection with dispositions
during 2016. The 2017 fees include accounting consultation related to new accounting standards.

Tax Fees. This category includes fees billed for professional services rendered by KPMG in connection with tax consultation and
tax compliance services in 2017 and 2016, respectively.

All Other Fees. This category represents fees for all other services or products provided that are not covered by the categories
above. There were no such fees for 2017 and 2016.

Proposal 1: Election of Directors

Our Board of Directors has nominated for election at the annual meeting each of the following persons to serve until the 2019
annual meeting of stockholders or until their successors are duly elected and qualified:

Bradley S. Jacobs
Gena L. Ashe
AnnaMaria DeSalva
Michael G. Jesselson
Adrian P. Kingshott
Jason D. Papastavrou
Oren G. Shaffer

Except for Ms. DeSalva, all of the nominees for directors listed above were elected by our stockholders at our 2017 annual
meeting of stockholders. Bradley Jacobs, our Chairman and Chief Executive Officer, identified Ms. DeSalva as a director nominee
and presented such nomination to the Nominating and Corporate Governance Committee as a highly qualified candidate who
brings relevant experience and diverse perspectives to the Board. Information about the nominees is set forth above under the
heading “Board of Directors and Corporate Governance—Directors.”

In the event that any of these nominees is unable or declines to serve as a director at the time of the annual meeting, the proxies
voting for his or her election will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy. As of
the date of this proxy statement, we are not aware that any of the nominees is unable or will decline to serve as a director if elected.

Required Vote

The election of the seven (7) director nominees named in this proxy statement requires the affirmative vote of a majority of
the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such
nominee) by holders of shares of our common stock (including those that would be issued if all of our outstanding Series A
Preferred Stock had converted into shares of our common stock as of the Record Date). If any incumbent director standing for
election receives a greater number of votes “against” his or her election than votes “for” his or her election, our bylaws require that
such person must promptly tender his or her resignation to the Board of Directors.

Recommendation

OurBoardofDirectorsrecommendsavote“FOR”theelectionofeachofthenomineeslistedabovetoourBoardofDirectors.

©2018 XPO Logistics, Inc.Proposal2:RatificationoftheAppointmentofKPMG LLPasourIndependentRegisteredPublicAccounting
FirmforFiscalYear2018

The Audit Committee of our Board of Directors has appointed KPMG LLP to serve as our independent registered public
accounting firm for the year ending December 31, 2018. KPMG has served in this capacity since 2011.

We are asking our stockholders to ratify the appointment of KPMG as our independent registered public accounting firm for
the year ending December 31, 2018. Although ratification is not required by our bylaws or otherwise, our Board of Directors
is submitting the appointment of KPMG to our stockholders for ratification as a matter of good corporate governance. If our
stockholders fail to ratify the appointment of KPMG, the Audit Committee will consider whether it is appropriate and advisable to
appoint a different independent registered public accounting firm. Even if our stockholders ratify the appointment of KPMG, the
Audit Committee in its discretion may appoint a different registered public accounting firm at any time if it determines that such
a change would be in the best interests of our company and our stockholders.

Representatives of KPMG are expected to be present at the annual meeting and will have an opportunity to make a statement
and to respond to appropriate questions.

Required Vote

Ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31,
2018 requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “for” such proposal must
exceed the number of shares voted “against” such proposal) by holders of shares of our common stock (including those that
would be issued if all our outstanding Series A Preferred Stock had converted into shares of our common stock as of the Record
Date) at the annual meeting at which a quorum is present.

Recommendation

OurBoardofDirectorsrecommendsavote“FOR”theratificationoftheappointmentofKPMGasourindependentregistered
publicaccountingfirmforfiscalyear2018.

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, and Section 14A of the Securities
Exchange Act of 1934, require that we provide our stockholders with the opportunity to vote to approve, on a non-binding,
advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the compensation
disclosure rules of the SEC. Accordingly, we are asking our stockholders to approve the following advisory resolution:

“RESOLVED, that the stockholders of XPO Logistics, Inc. (the “Company”) hereby approve, on an advisory basis, the
compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the
Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement for the
Company’s 2018 Annual Meeting of Stockholders.”

We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables and the related
narrative disclosures included in this proxy statement. As described in detail under the heading “Executive Compensation—
Compensation Discussion and Analysis,” we believe that our compensation programs appropriately reward executive
performance and align the interests of our NEOs and key employees with the long-term interests of our stockholders, while also
enabling us to attract and retain talented executives.

This resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on our Board of Directors. Although non-
binding, our Board of Directors and the Compensation Committee will review and consider the voting results when making future
decisions regarding our executive compensation program.

At the 2012 annual meeting of stockholders, our stockholders voted to approve an annual holding of the advisory vote on
executive compensation. Pursuant to the SEC rules, public companies are required to hold a “say-on-frequency” vote every
six years to give stockholders the opportunity to determine whether a “say-on-pay” vote to approve executive compensation
should be held every year, every two years or every three years. The company is holding the “say-on-frequency” vote this year.
Accordingly, based on the results of the non-binding, advisory “say-on-frequency” vote, the Board of Directors will determine
when we will hold future, non-binding, advisory votes on executive compensation. This frequency will continue until the next
required non-binding, advisory vote is held on the frequency of advisory votes on executive compensation.

Required Vote

Approval of this resolution, commonly referred to as a “say-on-pay” resolution, requires the affirmative vote of a majority of the
votes cast (meaning the number of shares voted “for” such proposal must exceed the number of shares voted “against” such
proposal) by holders of shares of our common stock (including those that would be issued if all our outstanding Series A Preferred
Stock had converted into shares of our common stock as of the Record Date) at the annual meeting at which a quorum is present.

Recommendation

OurBoardofDirectorsrecommendsavote“FOR”approvaloftheadvisoryresolutiontoapproveexecutivecompensationset
forthabove.

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act provide
that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how
frequently we should seek future advisory votes on the compensation of our NEOs as disclosed in accordance with the SEC’s
compensation disclosure rules, which we refer to as an advisory vote to approve executive compensation. By voting with respect
to this Proposal 4, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive
compensation once every one, two or three years. Stockholders may, if they wish, abstain from casting a vote on Proposal 4. At
the 2012 annual meeting of stockholders, our stockholders voted to approve an annual holding of the advisory vote on executive
compensation. Pursuant to the SEC rules, public companies are required to hold a “say-on-frequency” vote every six years to give
stockholders the opportunity to determine whether a “say-on-pay” vote to approve executive compensation should be held every
year, every two years, or every three years. The company is holding the ‘”say-on-frequency” vote this year; therefore, the next “say-
on-frequency” vote will take place at the 2024 annual meeting.

After careful consideration, our Board has determined that holding an advisory vote to approve executive compensation every
year is the most appropriate policy for our company at this time, and recommends that stockholders vote that future advisory
votes to approve executive compensation should occur every year. While our company’s executive compensation programs are
designed to promote a long-term connection between pay and performance, our Board recognizes that executive compensation
disclosures are made annually and that holding an annual advisory vote to approve executive compensation will provide us with
more direct and immediate feedback on our compensation disclosures. However, stockholders should note that because the
advisory vote to approve executive compensation occurs well after the beginning of the compensation year, and because the
different elements of our executive compensation programs are designed to operate in an integrated manner and to complement
one another, in many cases it may not be appropriate or feasible to change executive compensation programs in consideration
of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.

Required Vote

Pursuant to this advisory vote on the frequency of future advisory votes to approve executive compensation, stockholders
will be able to specify one of four choices for this proposal on the proxy card or voting instruction: one year, two years,
three years or abstain. Stockholders are not voting to approve or disapprove the recommendation of our Board. The voting
frequency option that receives the highest number of votes cast by stockholders at the annual meeting or any adjournment or
postponement of the annual meeting will be the frequency for the advisory vote to approve executive compensation that has
been selected by stockholders. However, the vote is not binding on our Board and the Compensation Committee. Although
non-binding, our Board and the Compensation Committee will carefully review the voting results. Notwithstanding our Board’s
recommendation and the outcome of the stockholder vote, our Board may in the future decide to conduct advisory votes
on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the
adoption of material changes to compensation programs.

Recommendation

OurBoardunanimouslyrecommendsavotefortheoptionofevery“ONEYEAR”asthepreferredfrequencyforfuture
advisoryvotestoapproveexecutivecompensation.

We have been notified that a stockholder proponent expects to introduce and support the following proposal at the annual
meeting. This stockholder proponent has provided certification indicating that, as of December 11, 2017, it was the beneficial
owner of 160 shares of the company’s common stock, or approximately 0.0001%, and that it intends to maintain such ownership
through the date of the annual meeting. Information regarding the stockholder proponent’s identity will be made available to
requesting stockholders following oral or written request.

Proposal

RESOLVED: Shareholders request XPO Logistics, Inc. (“XPO”), issue an annual sustainability report describing the Company’s
responses to Environmental, Social and Governance (“ESG”) related issues affecting the Company. The report should be
prepared at reasonable cost, omitting proprietary information, and be available to shareholders by December 2018.

It should address relevant policies, practices, and metrics on topic, such as human capital management and greenhouse gas
emissions, and provide objective quantitative indicators and goals relating to each issue, where feasible.

We recommend using the Global Reporting Initiative’s Sustainability Reporting Guidelines to prepare the report. The
Guidelines cover environmental impacts, human rights and labor practices and provide a flexible reporting system that allows
omission of content irrelevant to company operations.

SUPPORTING STATEMENT: A global, third-party logistics company providing transportation and logistics services, XPO’s ESG
exposure involves a complex set of processes and relationships, including:

• Meeting the ESG expectations of its clients, which market major consumer brands; many of whom are increasingly

concerned with the social and environmental performance of their supply chains.

• Monitoring the ESG performance of its supply chain partners, which provide many of the trucking and freight services

XPO offers, including approximately 11,000 trucks contracted via independent owner operators and more than 1 million
brokered trucks.

• Managing the ESG performance of its own operations, which include, as of November 2017; 16,000 tractors, 39,000 trailers,

91,000 employees, and 767 contract logistics facilities, and operations in 32 countries.

In its Sustainability Yearbook 2017, RobecoSAM highlights climate change, human capital and occupational health and safety
as among the sustainability issues facing transportation companies.

According to the 2016 Third-Party Logistics Study by C. John Langley, Jr., Ph.D., and Capgemini Consulting, the sector faces
unprecedented labor shortages, bringing challenges and opportunities to human capital management. How companies
handle human capital management issues, including media and regulatory attention on the classification of independent
owner-operators, will help determine competitiveness in the industry, as the Sustainable Accounting Standards Board
concluded in its 2014 Air Freight & Logistics Industry Brief. (http://www.sasb.org/wp-content/uploads/2014/09/TR0202_
AirFreightLogistics_Industry_Brief.pdf).

XPO’s human capital management practices in the port drayage industry are of particular importance to shareholders
following a year-long investigation by USA Today into the treatment of independent contractors – including those contracted
by XPO – in the ports of Los Angeles and Long Beach. The report, which prompted four U.S. Senators to write to leading
U.S. retailers about their knowledge of labor violations in the port trucking industry, called conditions in the sector “modern
day indentured serv[itude].” (See https://www.usatoday.com/pages/interactives/news/rigged-forced-into-debt-work-past-
exhaustion-left-with-nothing/.)

XPO’s sustainability practices are particularly important to shareholders in light of its rapid expansion. From FY-end 2013 to
FY-end 2016, XPO spent over $6.5 billion on acquisitions and witnessed a twenty-fold increase in revenue.

Although XPO’s website provides some information related to ESG, reporting falls short of a comprehensive sustainability
report. Competitors, such as Deutsche Post/DHL and UPS, provide disclosure of strategies, goals and performance around
human capital and climate change initiatives.

XPO is committed to operating in a sustainable way with regard to the environment, human capital management and
governance. This stockholder proposal is virtually identical to the one proffered last year by the same proponent. At that time,
our response was that the preparation of a comprehensive sustainability report was unnecessary in light of the Company’s
demonstrable track record on Environmental, Social and Governance (“ESG”) matters.

As we stated last year, we recognize the value in providing public disclosure regarding the Company’s sustainability focus. We
also recognize the importance of meaningful benchmarks and goals that reflect actual ESG-related achievements resulting
from our business practices. We further stated last year that creating a sustainability report at that time would be a “premature,
expensive and time-consuming exercise…especially in light of our continued focus on these topics and the information already
available….” We did, however, create a special section on our corporate website dedicated to sustainability matters, the intention
of which is to provide transparency about our efforts to continually improve the Company’s practices related to ESG matters.

Because of the Company’s multi-year effort to enhance its reporting on ESG matters, we believe now that the Company
is ready to begin the process required to create a comprehensive sustainability report (“ESG Report”). However,
we recommend that stockholders vote “AGAINST” this proposal. If affirmed, it would: 1) prevent the Company from
completing due diligence to determine the most appropriate reporting framework; 2) require the Company to rush the
reporting timeline; 3) place unnecessary financial and operational burdens on the Company; and 4) compromise the
thoroughness of the end result.

• The proposal, if affirmed, would require the company to create its ESG Report using the reporting framework mandated within
the Global Reporting Initiative’s (“GRI”) Sustainability Reporting Guidelines. We agree with the proponent’s assertion that the
GRI Guidelines take a comprehensive approach to evaluating “environmental impacts, human rights and labor practices.”
However, we are not able to conclude, as the proponent has, that GRI provides a “flexible reporting system that allows
omission of content irrelevant to company operations,” since the Company is still evaluating the merits of several reporting
frameworks, including those issued by the Sustainability Accounting Standards Board. After a thorough evaluation by XPO
management, the Company may ultimately determine that GRI indeed provides the best reporting framework; however,
XPO must be able to complete a proper evaluation of the reporting frameworks available to it across all credible providers.
We therefore recommend a vote “AGAINST” this stockholder proposal so that XPO is able to determine the most
appropriate framework for its ESG Report.

• The proposal would require that XPO’s ESG Report be published and available to stockholders by December 2018.

This deadline represents an unreasonable burden and, we believe, is not possible to meet without significant expense.
Following last year’s annual meeting, XPO management initiated internal planning processes and external discussions
with organizations that provide evaluation services designed for ESG reporting. In addition, XPO management met with
several stockholders to discuss their interest in receiving additional ESG reporting and the manner and form in which they
would most like to see this information. At present, XPO management is finalizing its internal decision-making to ultimately
select the most appropriate manner and form in which to commence its ESG reporting on a global basis. Any diligent work
plan following from a final decision will take many months, if not over a year, to implement. A December 2018 deadline
would prove onerous on the Company; would result in added and unnecessary costs to stockholders; and would cause the
end-product ESG report to be of significantly lower quality. We therefore recommend a vote “AGAINST” this stockholder
proposal so that XPO is able to determine a reasonable timeline for publishing its ESG Report.

Recommendation

OurBoardofDirectorsrecommendsavote“AGAINST”thisstockholderproposal.

We have been notified that the Service Employees International Union Pension Plans Master Trust, 1800 Massachusetts Ave.,
NW Washington DC 20036 expects to introduce and support the following proposal at the Annual Meeting. This stockholder
proponent has provided certification indicating that, as of December 15, 2017, it was the beneficial owner of 3,765 shares of
the company’s common stock, or approximately $301,576.50, and that it intends to hold at least 160 shares of the company’s
common stock through the date of the annual meeting.

Proposal

RESOLVED: Shareholders of XPO Logistics, Inc. (the “Company”) urge the Board of Directors’ Compensation Committee to
amend the company’s clawback policy, as applied to senior executives, to add that the Committee will review and determine
whether to seek recoupment of incentive compensation paid, granted or awarded to a senior executive if, in the Committee’s
judgment, certain conduct resulted in a violation of law or Company policy and caused financial or reputation harm to the
Company, and if a senior executive either engaged in the conduct or failed in his or her responsibility to manage or monitor
the conduct or risks, with the Company to disclose to shareholders the circumstances of any recoupment or decision not to
pursue recoupment in these situations.

“Recoupment” includes both recovery of compensation already paid and forfeiture, recapture, reduction or cancellation of
amounts awarded or granted over which the Company retains control. This policy should operate prospectively and be
implemented so as not to violate any contract, compensation plan, law or regulation.

SUPPORTING STATEMENT: As long-term shareholders, we believe that compensation policies should promote sustainable
value creation. We agree with former GE general counsel Ben Heineman Jr. that recoupment policies are “a powerful
mechanism for holding senior leadership accountable to the fundamental mission of the corporation: proper risk taking
balanced with proper risk management and the robust fusion of high performance with high integrity.” (http//:blogs.law.
harvard.edu/corpgov/2010/08/13/making-sense-out-of-clawbacks/)

The Company’s current clawback policy allows recoupment of certain incentive pay from a corporate officer if he or she
engaged in fraud or other willful misconduct that contributes materially to any significant financial restatements or material
loss to the Company or any of its affiliates.

In our view, a recoupment policy that is limited to accounting and financial reporting noncompliance or an undefined “material
loss” is too narrow.

We view recoupment as an important remedy for other kinds of conduct that may not lead to a restatement, but may
nonetheless harm the Company’s reputation and prospects, as well as its shareholders. We also believe a clawback policy
should apply without regard to “materiality,” an element of the current policy.

The reason for a strong policy is illustrated by the political and reputational risks XPO incurred when it found itself in a
political and media firestorm based on allegations of sweatshop-like conditions at a warehouse that XPO operated in the
United Kingdom for ASOS, a fashion retailer. (See http://www.bbc.com/news/business-37483334). XPO’s human capital
management practices in the port drayage industry have also come into sharp relief for investors following a year-long
investigation by USA Today into the treatment of independent contractors – including those contracted by XPO – in the ports
of Los Angeles and Long Beach. (https://www.usatoday.com/pages/interactives/news/rigged-forced-into-debt-worked-part-
exhaustion-left-with-nothing/). The report, which prompted four U.S. Senators to write to leading U.S. retailers about their
knowledge of labor violations in the port trucking industry, called conditions in the sector “modern day indentured serv[itude].”

StatementinOppositionbyOurBoardofDirectors

XPO’s Board of Directors regularly evaluates the Company’s compensation policies and programs, including its clawback
policies, to align the short- and long-term interests of our stockholders and to respond to changing market practices and legal
and regulatory requirements. We believe our current compensation structure strikes an appropriate balance in motivating
senior executives to deliver long-term results for our stockholders, while simultaneously holding our senior leadership
team accountable and discouraging unreasonable risk-taking. Accordingly, XPO’s Board of Directors recommends that
stockholders vote AGAINST this stockholder proposal for the reasons outlined below.

Our clawback policies are already sufficiently robust and promote long-term, sustainable value creation for our stockholders.
XPO’s “clawback” policies go beyond only reaching situations where our financials are restated. We have a policy in place that,
as a general matter, allows all cash and stock-based awards granted under our 2016 Omnibus Incentive Compensation Plan
(the “Omnibus Plan”) to be subject to recoupment both with respect to covered financial restatement situations (e.g., “if the
Company’s financial statements are required to be restated due to noncompliance with any financial reporting requirement
under the Federal securities laws”) as well as other situations as “otherwise determined” by the Compensation Committee
of XPO’s Board of Directors (the “Compensation Committee”). To provide more specificity around potential triggers for
pursuing recoupment, currently, all equity incentive compensation awards granted under the Omnibus Plan to our Named
Executive Officers (“NEOs”) and other policy-making executive officers contain provisions specifically designed to require
recoupment in the event that the NEO or other officer has engaged in “fraud or other willful misconduct that contributes

©2018 XPO Logistics, Inc.materially to any significant financial restatements or material loss to the company or any of its affiliates.” These awards
also require recoupment in the event the officer’s employment is terminated with cause or if the officer breaches his or
her noncompetition or other restrictive covenants during the periods in which such covenants apply. Where fraud or willful
misconduct is present, reputational harm to the Company would potentially be a basis for recoupment too if such actions
contributed to loss experienced by the Company and the materiality standards are met. As noted above, a restatement of our
financial statements is not required in all cases in order for clawbacks to be initiated.

Additionally, in order to further align the interests of our senior executives with those of our stockholders, the Compensation
Committee made a significant portion of certain executives’ 2016 cash incentive awards subject to repayment if the
executive’s employment with us terminates for any reason within two years immediately following the payment.

XPO’s Board of Directors believes that the combination of all of the foregoing recoupment provisions imposes the appropriate
level of cautionary scrutiny, while still maintaining a competitive compensation structure that allows the Company to recruit,
incentivize and retain our top talent and encourages our executives to take reasonable risks that maximize stockholder value.

The proposed clawback policy is overly prescriptive and would inhibit our ability to attract and retain talented executive
officers. We believe that the absence of any “materiality” threshold analysis would require our Compensation Committee to
apply an undefined, ambiguous and arbitrary clawback policy every time a senior executive is alleged to have possibly violated
a Company policy, however minor, or possibly failing to monitor a risk, regardless of the materiality of the financial harm. Such
terms and conditions also would place us at a competitive disadvantage in comparison to our peer companies, whose publicly
disclosed policies do not subject executives or their compensation to such expansive recoupment and disclosure policies. We
believe the adoption of the proposed clawback policy would therefore inhibit our ability to attract and retain talented executive
officers, which would be directly detrimental to our long-term business objectives and therefore, ultimately, our stockholders.

The proposed disclosure policy extends beyond what is required under existing and pending legal requirements, is vague in
application and could have the result of causing the Company to violate applicable laws. The proposal requires the Company
to “disclose to shareholders the circumstances of any recoupment or decision not to pursue recoupment.” We believe this
proposal would have the practical effect of requiring the Company to make public any deliberations by the Company, and
information used in such deliberations, regarding any decision relating to a potential clawback situation. Such a broad
disclosure requirement could result in the violation of privacy or other laws or otherwise require disclosure of confidential
information. The proposal also fails to provide any clear guidelines as to proposed timing, detail or method of disclosure.

The SEC has set forth clear guidelines regarding required disclosure in our annual proxy statement as to when, and how much,
compensation has been recouped from a listed company’s CEO, CFO or other NEO. When the Company has a legal obligation
to disclose any such information, the Company will use its best efforts to meet such obligations. Moreover, when necessary
to understanding our compensation policies and compensation decisions regarding our NEOs, we must further disclose in our
annual proxy statement the reasons for recoupment and how we determined the amount to be recovered.

Our Board of Directors takes decisions regarding public disclosure very seriously, including taking into account applicable legal
requirements and its duties relating to the accuracy of disclosure and protection of confidential information, and so believes
this disclosure proposal would cause harm to the Company and its shareholders due to its overly broad and vague nature.

Recommendation

OurBoardofDirectorsrecommendsavote“AGAINST”thisstockholderproposal.

We do not expect that any matter other than the foregoing proposals will be brought before the 2018 annual meeting. If,
however, such a matter is properly presented at the annual meeting or any adjournment or postponement of the annual
meeting, the persons appointed as proxies will vote as recommended by our Board of Directors or, if no recommendation is
given, in accordance with their judgment.

AvailabilityofAnnualReportandProxyStatement

If you would like to receive a copy of our 2017 Annual Report or this proxy statement, please contact us at: Investor Relations,
XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831 or by telephone at (855) 976-6951, and we will send a
copy to you without charge.

ANoteaboutOurWebsite

Although we include references to our website (www.xpo.com) throughout this proxy statement, information that is included on
our website is not incorporated by reference into, and is not a part of, this proxy statement. Our website address is included as
an inactive textual reference only.

We use our website as one means of disclosing material non-public information and for complying with our disclosure
obligations under the SEC’s Regulation FD. Such disclosures typically will be included within the Investor Relations section of
our website. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our
press releases, SEC filings and public conference calls and webcasts.

Consolidated Net Income to Adjusted EBITDA ex. Truckload
(in millions)

Net income attributable to common shareholders

Distributed and undistributed net income

Noncontrolling interests

Net income

Loss on conversion of convertible senior notes

Loss on debt extinguishment

Other interest expense

Income tax (benefit) provision

Depreciation & amortization expense

Unrealized loss (gain) on foreign currency option and forward contracts

EBITDA

Transaction & integration costs

Rebranding costs

Adjusted EBITDA

Adjusted EBITDA divested NA Truckload business

Adjusted EBITDA ex. Truckload

Note: Adjusted EBITDA was prepared assuming 100% ownership of XPO Logistics Europe.

Consolidated GAAP Net Income and Net Income Per Share to
Adjusted Net Income and Adjusted Net Income Per Share
(in millions, except per share data)

GAAP net income attributable to common shareholders

Loss on conversion of convertible senior notes

Loss on debt extinguishment

Unrealized loss (gain) on foreign currency option and forward contracts

Depreciation & amortization from updated purchase price allocation of acquired assets

Transaction & integration costs

Rebranding costs

Income tax associated with the adjustments above

Impact of tax reform act

Other tax-related adjustments

Impact of noncontrolling interests on above adjustments

Allocation of undistributed earnings

Adjusted net income attributable to common shareholders

Adjusted basic earnings per share

Adjusted diluted earnings per share

Weighted-average common shares outstanding
Basic weighted-average common shares outstanding
Diluted weighted-average common shares outstanding

Twelve Months Ended December 31,

2017

$ 312.4

27.8

20.0

360.2

0.5

36.0

283.8

(99.5)

658.4

49.4

2016

$63.1

5.9

15.5

84.5

0.2

69.7

360.9

22.3

643.4

(36.0)

$ 1,288.8

$ 1,145.0

59.9

18.4

$ 1,367.1

—

$ 1,367.1

73.1

30.1

$ 1,248.2

80.1

$ 1,168.1

Twelve Months Ended December 31,

2017

$312.4

0.5

36.0

49.4

59.9

18.4

(55.1)

(173.1)

(2.3)

(3.3)

5.7

2016

$63.1

0.2

69.7

(36.0)

(5.8)

73.1

30.1

(49.8)

(15.7)

(2.0)

(5.4)

$248.5

$121.5

$2.16

$1.95

114.9
127.8

$1.10

$1.00

110.2
122.8

Continued from page 59

Consolidated Cash Flows Provided by Operating Activities to Free Cash Flow
(in millions)

Twelve Months Ended December 31,

Cash flows provided by operating activities

Payment for purchases of property and equipment

Proceeds from sales of assets

Free Cash Flow

2017

$798.6

(503.8)

79.1

$373.9

2016

$625.4

(483.4)

68.9

$210.9

Consolidated Revenue to Total Organic Revenue
(in millions)

Three Months Ended December 31,

Twelve Months Ended December 31,

Revenue

North American Truckload

Fuel

Foreign Exchange Rates

Total Organic Revenue

Organic Revenue Growth

2017

2016

2017

2016

$4,193.9

$3,676.6

$15,380.8

$14,619.4

—

(414.0)

(117.3)

(37.9)

(321.3)

—

(1,441.0)

(10.0)

(431.9)

(1,197.8)

—

$3,662.5

$3,317.4

$13,929.8

$12,989.7

10.4%

7.2%

Transportation Operating Income to Adjusted EBITDA
(in millions)

Twelve Months Ended December 31,

Operating income

Total depreciation & amortization

EBITDA

Transaction & integration costs

Rebranding costs

Adjusted EBITDA

Consolidated Net Debt to Adjusted EBITDA Ratio
(in millions)

Total debt

Less: Cash and cash equivalents

Less: Potential proceeds from forward sale agreements

Net Debt

Adjusted EBITDA

Net Debt to Adjusted EBITDA ratio

2017

$538.8

439.4

$978.2

33.0

17.2

$1,028.4

2016

$ 438.0

449.1

887.1

23.1

26.9

$ 937.1

December 31, 2017

$4,521.2

(396.9)

(350.0)

$3,774.3

$1,367.1

2.76

This document contains certain non-GAAP financial measures as defined under the rules of the SEC, including adjusted
earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) for the twelve-month periods ended
December 31, 2017 and 2016 on a consolidated basis and for our transportation segment free cash flow for the twelve-
month periods ended December 31, 2017 and 2016; adjusted net income attributable to common shareholders and adjusted
earnings per share (basic and diluted) (“adjusted EPS”) for the twelve-month periods ended December 31, 2017 and 2016;
total organic revenue for the three and twelve-month periods ended December 31, 2017 and 2016; and net debt as of
December 31, 2017.

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. In particular,
adjusted EBITDA, adjusted net income attributable to common shareholders and adjusted EPS include adjustments for
acquisition costs and related integration, transformation and rebranding initiatives as well as other adjustments that
management has determined are not reflective of its business segments’ core operating activities. Transaction and integration
adjustments are generally incremental costs that result from an acquisition and include transaction costs, restructuring costs,
acquisition and integration consulting fees, 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. Rebranding
adjustments relate primarily to the rebranding of the XPO Logistics name on our truck fleet and buildings. These adjustments
are consistent with how management views our businesses. Management uses these non-GAAP financial measures in
making financial, operating and planning decisions and evaluating XPO’s and each business segment’s ongoing performance.

We believe that free cash flow is an important measure of our ability to repay maturing debt or fund other uses of capital that
we believe will enhance stockholder value. We believe that adjusted EBITDA improves 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
normalized operating activities.

We believe that adjusted net income attributable to common shareholders and 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. We believe that total organic revenue is an important measure because it
excludes the impact of the following items: foreign currency exchange rate fluctuations, acquisitions and divestitures, and
fuel surcharges. Specifically, our total organic revenue reflects adjustments to (i) exclude revenue from our North American
truckload unit, which was sold in October 2016, (ii) exclude the estimated revenue attributable to fuel, and (iii) apply a constant
foreign exchange rate to both periods (based on average rates during the monthly periods). We believe that net debt is an
important measure because it account for the impact of cash and cash equivalents as well as the potential proceeds from our
forward sale agreements.

Other companies may calculate adjusted EBITDA differently, and therefore our measure may not be comparable to similarly
titled measures of other companies. Free cash flow, adjusted EBITDA, adjusted net income attributable to common
shareholders, adjusted EPS, total organic revenue and net debt are not measures of financial performance or liquidity under
United States generally accepted accounting principles ("GAAP") and should not be considered in isolation or as an alternative
to revenue, net income, cash flows provided (used) by operating activities, total debt and other measures determined in
accordance with GAAP. Items excluded from adjusted EBITDA are significant and necessary components of the operations of
our business, and, therefore, adjusted EBITDA should only be used as a supplemental measure of our operating performance.

As required by SEC rules, we provide reconciliations of these historical measures to the most directly comparable measure
under GAAP, which are set forth in the financial tables attached to this document. With respect to our 2018 financial targets of
adjusted EBITDA, our 2017-2018 cumulative target for free cash flow and our expected organic revenue growth each of which
is a non-GAAP measure, a reconciliation of the non-GAAP measure to the corresponding GAAP measure is not available
without unreasonable effort due to the variability and complexity of the reconciling items described below that we exclude
from the non-GAAP target measure. The variability of these items may have a significant impact on our future GAAP financial
results and, as a result, we are unable to prepare the forward-looking balance sheet, statement of income and statement of
cash flow, prepared in accordance with GAAP that would be required to produce such a reconciliation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Fiscal Year Ended December 31, 2017

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-32172

XPO Logistics, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

03-0450326
(I.R.S. Employer
Identification No.)

Five American Lane

Greenwich, Connecticut 06831

(Address of principal executive offices)

(855) 976-6951

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:
Common Stock, par value $.001 per share

Name of Each Exchange on Which Registered:
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None
__________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the

Securities Act. Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of

the Act. Yes

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website,

if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of
this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Act). Yes

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $7.2

billion as of June 30, 2017, based upon the closing price of the common stock on that date.

As of February 7, 2018, there were 119,933,200 shares of the registrant’s common stock, par value $0.001 per

share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange
Commission pursuant to Regulation 14A in connection with the registrant’s 2018 Annual Meeting of Stockholders
(the “Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K. Except
with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not
deemed to be filed as part hereof.

XPO LOGISTICS, INC.

FORM 10-K—FOR THE YEAR ENDED DECEMBER 31, 2017

TABLE OF CONTENTS

Item 1 Business
Item 1A Risk Factors
Item 1B Unresolved Staff Comments
Item 2
Item 3
Item 4 Mine Safety Disclosures

Properties
Legal Proceedings

PART I

PART II

Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities
Selected Financial Data

Item 6
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Item 8
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A Controls and Procedures
Item 9B Other Information

Financial Statements and Supplementary Data

PART III

Item 10 Directors, Executive Officers and Corporate Governance
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

Item 13 Certain Relationships and Related Transactions, and Director Independence
Item 14 Principal Accounting Fees and Services

Item 15 Exhibits, Financial Statement Schedules
Item 16 Form 10-K Summary
Signatures

PART IV

Page No.
2
13
25
25
25
25

26
28
30
42
43
43
43
44

45
45

45
45
45

46
51
52

Cautionary Statement Regarding Forward-Looking Statements

PART I

This Annual Report on Form 10-K and other written reports and oral statements we make from time to time contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All
statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some
cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,”
“estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,”
“expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” or the negative
of these terms or other comparable terms. However, the absence of these words does not mean that the statements
are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by
the Company in light of its experience and its perception of historical trends, current conditions and expected future
developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or
contribute to a material difference include, but are not limited to, those discussed below and the risks discussed in
the Company’s other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking
statements set forth in this Annual Report are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequence to or effects on the Company or its business or
operations. The following discussion should be read in conjunction with the Company’s audited Consolidated
Financial Statements and related Notes thereto included elsewhere in this Annual Report. Forward-looking
statements set forth in this Annual Report speak only as of the date hereof, and we do not undertake any obligation
to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the
occurrence of unanticipated events, except as required by law.

ITEM 1.

BUSINESS

Company Overview

XPO Logistics, Inc., a Delaware corporation, together with its subsidiaries (“XPO,” the “Company,” “we” or “our”),
is a top ten global provider of cutting-edge supply chain solutions to the most successful companies in the world.
The Company operates as a highly integrated network of people, technology and physical assets. We use our
network to help our customers manage their goods more efficiently throughout their supply chains. As of
December 31, 2017, we served more than 50,000 customers and operated with over 95,000 employees and 1,455
locations in 32 countries. For full year 2017, our global revenue profile was approximately 60% United States, 13%
France, 12% United Kingdom, 4% Spain and 11% other geographies, primarily across Europe and Asia.

We run our business on a global basis, with two segments: Transportation and Logistics. Within each segment, we
have built robust service offerings that are positioned to capitalize on fast-growing areas of customer demand.
Substantially all of our businesses operate under the single brand of XPO Logistics.

Transportation Segment

We offer customers an unmatched network of multiple modes, flexible capacity and route density that transports
freight quickly and cost effectively from origin to destination. Our scale is a significant advantage — both for XPO,
as a competitive advantage, and for our customers, who depend on us to provide reliable capacity under all market
conditions. We are the second largest freight brokerage provider globally, and we hold industry-leading positions in
North America and Europe. In North America, we are the largest provider of last mile logistics for heavy goods; the
largest manager of expedite shipments; the second largest provider of less-than-truckload (“LTL”) transportation;
and the third largest provider of intermodal services, including a national drayage network; as well as a global
freight forwarder with a large network of ocean, air, ground and cross-border services.

In Europe, we have the largest owned road transportation fleet. We offer full truckload transportation in Europe as
dedicated, non-dedicated and brokered services; last mile logistics services; and LTL transportation through one of
the largest LTL networks in Western Europe. Our total lane density in Europe covers the regions that produce
approximately 90% of the eurozone’s gross domestic product.

Our Transportation segment uses a blended model of owned, contracted and brokered capacity. This gives us the
flexibility to provide solutions that best serve the interests of our customers and the Company. As of December 31,
2017, globally, we had approximately 11,000 independent owner operators under contract to provide drayage,
expedite, last mile and LTL services to our customers, and more than 50,000 independent brokered carriers
representing over 1,000,000 trucks on the road.

We employ professional drivers that transport goods for customers using our fleet of owned and leased trucks and
trailers. Globally, our road fleet encompasses approximately 16,000 tractors and 39,000 trailers, primarily related to
our LTL and full truckload operations. These assets also provide capacity for our freight brokerage operations as
needed. Our company overall is asset-light, with the revenue generated by activities directly associated with our
owned assets accounting for just under a third of our revenue in 2017.

Logistics Segment

In our Logistics segment, which we sometimes refer to as supply chain or contract logistics, we provide a range of
differentiated and data-intensive services, including highly engineered and customized solutions, value-added
warehousing and distribution, cold chain distribution and other inventory management solutions. We perform e-
commerce fulfillment, reverse logistics, recycling, storage, factory support, aftermarket support, manufacturing,
distribution, packaging and labeling, and a range of customized solutions such as order personalization. In addition,
we provide supply chain optimization services such as production flow management and transportation
management. Once we secure a logistics contract, the average tenure is approximately five years and the relationship
can lead to a wider use of our services, such as inbound and outbound logistics.

Globally, XPO operates approximately 170 million square feet (15.8 million square meters) of contract logistics
facility space, making us the second largest contract logistics provider worldwide. Approximately 83.7 million
square feet (7.8 million square meters) of that space is in the United States, where we are a market leader in logistics
capacity. This expansive, global footprint makes XPO particularly attractive to large customers with multinational
operations. Our logistics customers include the preeminent names in retail and e-commerce, food and beverage,
technology, aerospace, wireless, industrial and manufacturing, chemical, agribusiness, life sciences and healthcare.

We also benefit from a strong presence in the high-growth e-commerce sector. E-commerce is predicted to continue
to grow globally at a double-digit rate through at least 2020 and, increasingly, order fulfillment is being outsourced.
Demand in the e-commerce sector is characterized by strong seasonal surges in activity; typically, the fourth quarter
peak is the most dramatic, when holiday orders are placed online.

We are the largest outsourced e-fulfillment provider in Europe, and we have a major platform for e-fulfillment in
North America, where we provide highly customized solutions that include reverse logistics and omnichannel
services. Our experience with fast-growing e-commerce categories such as mobile electronics makes us a valuable
partner to our customers in areas such as product returns, testing, refurbishment, warranty management, order
personalization and other value-added services. These global capabilities, together with our last mile leadership in
heavy goods in North America, provide our e-commerce customers with superior in-house control, flexible
warehousing options and labor pools, advanced automation, and a national network of home delivery hubs —
shortening the time between sourcing and doorstep and generating industry-leading consumer satisfaction levels.

Operating Philosophy

We believe that our ability to provide customers with integrated, end-to-end supply chain solutions gives us a
competitive advantage. Many customers, particularly large companies, are moving to large, single-source
relationships with multi-modal providers to handle their supply chain requirements. We have built XPO to capitalize
on this trend, as well as the trend toward outsourcing in transportation and logistics, the boom in e-commerce, and
the adoption of just-in-time inventory practices.

Two hallmarks of our operations worldwide are technology and sustainability.

We place massive importance on innovation because we believe that great technology in the hands of well-trained
employees is the ultimate competitive advantage in our industry. We view our technology as being critical to
continuously improving customer service, controlling costs and leveraging our scale. Our annual investment in
technology of more than $450 million is among the highest in our industry.

We concentrate our efforts in the following areas of innovation: automation and robotics; big data; visibility and
customer service; and digital freight marketplace. We have built a highly scalable and integrated system on a cloud-
based platform that speeds up both the development process and the time-to-launch. Our global team of
approximately 1,700 technology professionals can deploy proprietary software very rapidly.

Our focus is on developing proprietary innovations that differentiate our services and create tangible value for our
customers and investors. For example, we have the ability to share data with our customers in real time, including
visibility of orders moving through fulfillment and shipments in transit, on-demand availability of full truckload.
Internally, our technology gives us a birds-eye view of real-time market conditions and pricing for truckload,
intermodal and LTL, and facilitates load assignments with our independent contractors, all of which greatly
enhances customer service.

In addition, XPO has a strong, global commitment to sustainability. We own the largest natural gas truck fleet in
Europe, and we launched government-approved mega-trucks in Spain, both of which reduce our carbon footprint.
Our Company has been awarded the label “Objectif CO2” for outstanding environmental performance of transport
operations in Europe by the French Ministry of the Environment and the French Environment and Energy Agency.

Many of our logistics facilities globally are ISO 14001-certified, which ensures environmental and other regulatory
compliances. We monitor fuel emissions from forklifts, with protocols in place to take immediate corrective action if
needed. Company packaging engineers ensure that the optimal carton size is used for each product slated for
distribution and, as a byproduct of reverse logistics, we recycle millions of electronic components and batteries each
year. These are just a few of the many initiatives that reflect our commitment to operating in a progressive and
environmentally sound manner, with the greatest efficiency and least waste possible.

Transportation Services

The Company’s Transportation segment includes five service lines: freight brokerage, last mile, LTL, full truckload
and global forwarding. These service lines are led by highly experienced operators that know how to deliver results.

Freight Brokerage

Our freight brokerage operations encompass truck brokerage globally, as well as intermodal, drayage and expedite
services in North America.

Our truck brokerage operations are non-asset-based: we place shippers’ freight with qualified carriers, primarily
trucking companies. Customers offer loads to us via electronic data interchange, email, telephone and the internet on
a daily basis. These services are priced on either a spot market or contract basis for shippers. We collect payments
from our customers and pay the carriers for transporting customer loads. Our proprietary, cloud-based brokerage
platform, Freight Optimizer, gives us real-time visibility into truckload supply and demand.

Our intermodal operations are asset-light: we provide customers with container capacity, brokered rail
transportation, drayage transportation via independent contractors, and on-site operational services. We lease or own
approximately 10,000 53-ft. containers and 5,000 chassis, and we use this equipment to fill some of our customers’
capacity requirements.

We have sophisticated infrastructure in place to work with the railroads in providing the long-haul portion of freight
shipments in containers, and we contract with trucking companies for local pickup and delivery. We also provide
customized electronic tracking and analysis of market prices and negotiated rail, truck and intermodal rates through
our proprietary intermodal technology, Rail Optimizer, which enables us to determine the optimal configurations.

We offer our door-to-door intermodal services to a wide range of customers in North America, including large
industrial and retail shippers, transportation intermediaries such as intermodal marketing companies, and steamship
lines. As of December 31, 2017, XPO was the third largest provider of intermodal services in North America, with

one of the largest U.S. drayage networks, and a leading provider of intermodal services in the cross-border Mexico
sector.

Our expedite operations are predominantly non-asset-based: substantially all of the ground transportation equipment
is provided by third-party truck carriers. In addition, we facilitate expedite air charter service for customer freight
using the Company’s relationships with third-party air carriers and our proprietary, web-based sourcing technology.

Our expedite services can be characterized as time-critical, time-sensitive or high priority freight shipments, many of
which have special handling needs. Urgent needs for expedited transportation typically arise due to tight tolerances
in a customer’s supply chain, or an interruption or a failure in the supply chain.

Expedite customers most often request our services on a per-load transactional basis through our offices or via our
proprietary online portals. Only a small percentage of loads are scheduled for future delivery dates. We operate an
ISO 9001:2008-certified call center that gives our customers on-demand status updates related to their expedited
shipments. As of December 31, 2017, XPO was the largest manager of expedited freight shipments in North
America.

Last Mile Logistics

Our last mile services are predominantly asset-light: we utilize independent contractors to perform transportation
and over-the-threshold deliveries and installations. In North America, these services are facilitated through a large
network of XPO last mile hubs. As of December 31, 2017, we had 55 hubs operating in North America. By year-end
2018, we expect to grow this network to 85 hubs, extending our footprint to within 90% of the U.S. population and
further reducing transit times for our customers.

Last mile comprises the final stage of the delivery from a local distribution center or retail store to the end-
consumer’s home or business, where additional services are often required. It is a fast-growing industry sector that
serves blue chip retailers, e-commerce companies and smaller retailers with limited in-house capabilities for
deliveries and installations. Important aspects of last mile service are responsiveness to seasonal demand, economies
of scale and an ability to maintain a consistently high quality of customer experience.

The last mile process often requires incremental services such as pre-scheduled delivery times, unpacking, assembly,
utility connection, installation and testing, as well as the removal of an old product. These additional services are
commonly referred to as white-glove services. We use our proprietary technology platform to collect customer
feedback, monitor carrier performance, manage capacity and communicate during narrow windows of service to
ensure consumer satisfaction and protect the brands of our customers.

Our last mile operations in North America and Europe specialize in heavy goods, including appliances, furniture,
large electronics and other goods that are larger-than-parcel. As of December 31, 2017, XPO was the largest
provider of last mile services for heavy goods in North America.

Less-Than-Truckload (LTL)

In North America, our LTL operations are asset-based: we utilize employee drivers, our own fleet of tractors and
trailers for line-haul, pick-up and delivery, and a network of terminals. We provide our customers with critical
density and day-definite regional, inter-regional and transcontinental LTL freight services. As of December 31, 2017,
XPO was the second largest provider of LTL services in North America, offering more than 75,000 next-day and
two-day lanes. Our coverage area in North America encompasses approximately 99% of all U.S. zip codes, with
service in Canada.

In Europe, our LTL operations utilize a blend of asset-based and asset-light capacity — both company fleet and
contracted carriers, with a network of terminals. We provide LTL services domestically in France, the United
Kingdom and Spain. We also offer international LTL distribution throughout Europe.

Full Truckload

Our full truckload operations are asset-based and operate almost entirely in Europe. For many customers, we operate
as a dedicated contract carrier, providing truckload capacity by utilizing our fleet of tractors and trailers. In addition,
we provide transactional transportation of packaged goods, high cube products and bulk goods. We provide full
truckload services domestically in France, the United Kingdom, Spain, Poland, Romania, Italy, Portugal and

Slovakia, and internationally throughout Europe. As of December 31, 2017, XPO was a leading provider of full
truckload transportation in Europe.

Global Forwarding

Our global forwarding operations are asset-light: we provide logistics services for domestic, cross-border and
international shipments through our relationships with ground, air and ocean carriers and a network of Company and
agent-owned offices. Our freight forwarding capabilities are not restricted by size, weight, mode or location, and
therefore are potentially attractive to a wide market base.

As part of our global forwarding network, we operate a subsidiary as a non-vessel-operating common carrier
(“NVOCC”) to transport our customers’ freight by contracting with vessel operators. We are also a customs broker
licensed by the U.S. Customs and Border Protection Service. This enables us to provide customs brokerage services
to direct domestic importers, other freight forwarders and NVOCCs, and vessel-operating common carriers.

Logistics Services

The Company’s Logistics segment, which we also refer to as supply chain or contract logistics, encompasses a range
of services, including highly engineered and customized solutions, temperature-controlled warehousing,
omnichannel logistics e-fulfillment and transportation management. The segment is led by seasoned executives in
North America and Europe that collaborate on multinational opportunities. As of December 31, 2017, XPO was the
second largest global provider of contract logistics based on square footage, with one of the largest e-fulfillment
platforms in Europe.

We provide our logistics customers with integrated services such as dedicated and shared warehousing, e-fulfillment
order processing and personalization, reverse logistics, storage, factory support, aftermarket support, manufacturing,
packaging, labeling and distribution. In addition, we utilize our technology and expertise to solve complex supply
chain challenges and create transformative solutions for our customers, while reducing their operating costs and
improving production flow management.

Our logistics customers primarily operate in industries with high-growth outsourcing opportunities, such as retail
and e-commerce, food and beverage, technology, aerospace, wireless, industrial and manufacturing, chemical,
agribusiness, life sciences and healthcare. These customers have demanding requirements for quality standards, real-
time data visibility, special handling, security, the management of large numbers of stock-keeping units (“SKUs”),
time-assured deliveries and volume fluctuations, with seasonal surges in certain sectors such as retail and e-
commerce.

The Company is a top five global provider of managed transportation based on the value of freight under
management. Our managed transportation offering includes a range of services provided to shippers who want to
outsource some or all of their transportation modes, together with associated activities. These activities can include
freight handling such as consolidation and deconsolidation, labor planning, the facilitation of inbound and outbound
shipments, cross-border management, claims processing, and third-party supplier management, as well as other
services.

Our Strategy

Our strategy is to use our highly integrated network of people, technology and physical assets to help customers
manage their goods more efficiently throughout their supply chains. We deliver value to customers in the form of
cost and risk reductions, process efficiencies, consistently reliable outcomes, technological innovations and
customer service that is both highly responsive and proactive.

We continue to optimize our existing operations by growing our sales force, implementing advanced information
technology, cross-selling our services and leveraging our Company-wide capacity. In addition, we maintain a
disciplined and comprehensive set of processes related to the recruiting, training and mentoring of employees, and
for marketing to the hundreds of thousands of prospective customers that can use our services. Most important to our
growth, we have instilled a culture of collaboration that focuses our efforts on delivering the results that matter to
our customers and the Company.

We will continue to grow the business in a disciplined manner, and with a compelling value proposition: XPO can
provide integrated, innovative solutions for any company, of any size, with any combination of supply chain needs.

Management’s growth and optimization strategy for the Transportation segment is to:

• Market our diversified, multi-modal offering to customers of all sizes, both new and existing accounts;

• Cross-sell our Transportation segment solutions to customers of our Logistics segment;

•

Provide world-class service and solutions that satisfy our customers’ transportation-related supply chain
goals;

• Recruit and retain quality drivers, and best utilize our driver and equipment capacities;

• Attract and retain quality independent owner-operators and independent brokered carriers for our carrier

network;

• Recruit and retain quality sales and customer service representatives, and continuously improve employee

productivity with state-of-the-art training and technology;

• Continue to develop cutting-edge transportation applications for our proprietary technology platform; and

•

Integrate industry-best practices with a focus on utilizing our advantages of scale to serve our customers
efficiently and lower our administrative overhead.

Management’s growth and optimization strategy for the Logistics segment is to:

• Develop additional business in verticals where the Company already has deep logistics expertise and a

strong track record of successful relationships;

• Capture more share of spend with existing customers that potentially could use XPO for more of their

logistics and/or broader supply chain needs;

• Expand our relationships with existing customers that have business interests in both North America,

Europe and Asia;

• Cross-sell contract logistics and managed transportation solutions to customers of our Transportation

segment;

• Market the advantages of XPO’s proprietary technology and global network of logistics facilities;

•

Provide world-class service and solutions that satisfy our customers’ logistics-related supply chain goals;
and

Integrate industry-best practices with a focus on utilizing our advantages of scale to serve our customers
efficiently and lower our administrative overhead.

Technology and Intellectual Property

One of the ways in which we empower our employees to deliver superior service is through our information
technology. We believe that technology is a compelling differentiator in our industry. Technology represents one of
the Company’s largest categories of capital investment, reflecting our belief that the continual enhancement of our
cloud-based platform is critical to our success. We have a world-class technology team that focuses on innovating
customer service and advancing the effectiveness of our software.

In our Transportation segment, our proprietary Freight Optimizer software for truck brokerage provides dynamic
pricing information, automated carrier matching and digital track and trace capabilities. Our DriveXPO mobile
application interacts with Freight Optimizer to create a digital brokerage marketplace by automating key brokerage
functions for carriers. Carriers use this app to bid on loads and reduce empty miles. It also serves as a geo-locator
and supports voice-to-text communications.

Our proprietary Rail Optimizer software manages all aspects of intermodal operations, including shipment tracking,
capacity flow and asset management, market-based pricing, and the contracting of transportation services with rail

providers. Rail Optimizer has enabled us to raise intermodal service levels, reduce empty miles and increase
visibility across the network.

In expedite, we utilize satellite tracking and communication units on the independently contracted vehicles that
transport goods for our customers, thus enabling real-time electronic updates. A significant component of our
expedite operations is our proprietary bidding platform, which awards loads electronically based on carriers’ online
bids and manages the transportation process almost entirely through technology.

In last mile logistics, our proprietary, web-based technology has been instrumental in ensuring superior consumer
satisfaction ratings by gathering actionable, real-time feedback post-delivery to help our customers build loyalty. In
addition, our software supports tighter delivery windows, facilitates complex home installations, and gives
consumers digital tools to track their order in real time, set personalized alerts and reschedule delivery times
electronically.

In our LTL operations, we rolled out 14,000 handhelds and inspection tablets for drivers and dockworkers to
enhance productivity and revenue collection from accessorials and ancillary services. We also developed new RFP
and pricing systems for LTL, with robust algorithms and profitability monitoring. These have improved the business
intelligence we use for LTL pricing, workforce planning and network optimization.

In our Logistics segment, we have developed proprietary technology for the design and implementation of
sophisticated contract logistics solutions for our customers. These solutions are most often utilized by large,
multinational and medium-sized corporations and by government agencies with complex supply chain requirements.
Our warehouses are becoming high-tech hubs: we have robots working side-by-side with our people, and drones
helping out with inventory management. We use smart glasses for order picking, and numerous other technologies,
some of which are purpose-built for individual customers.

The logistics space is wide open for the development of exciting technologies. For example, we have developed
predictive analytics that use machine learning to forecast demand — we use this information to collaborate with our
customers and allocate resources for changes in volumes. By predicting the flow of goods and future returns, we are
able to help our customers plan for inventory, capacity and labor levels. These capabilities are particularly valuable
to e-commerce customers.

Our position as the industry’s leading champion of technology continues to lead to important new benefits for our
customers. In early 2018, we plan to roll out our next-generation, proprietary warehouse management system. This
system can dramatically reduce ramp-up time on customer projects. It operates on tablets and other mobile devices
and integrates very quickly with other technologies, such as robotics, through a state-of-the-art interface.

XPO relies on a combination of trademarks, copyrights, trade secrets, nondisclosure agreements and non-
competition agreements to establish and protect its intellectual property and proprietary technology. We have
numerous registered trademarks, trade names and logos in the United States and international jurisdictions.

Customers, Sales and Marketing

Our Company provides services to a variety of customers, ranging in size from small, entrepreneurial organizations
to Fortune 500 companies and global industry leaders. We have a diversified customer base that minimizes our
concentration risk: in 2017, approximately 10% of our revenue was attributable to our top five customers.

Our customers are engaged in a wide range of industries, including retail, e-commerce, food and beverage,
manufacturing, technology and telecommunications, aerospace and defense, life sciences, healthcare, medical
equipment, and agriculture. In 2017, retail and e-commerce accounted for the largest portion of our global revenue at
29%, compared with 26% in 2016; followed by food and beverage at 16% in 2017, compared with 14% in 2016.

XPO is not reliant on the economy of any one country, region or industry. Our transportation services are primarily
marketed in North America and Europe, whereas our logistics and global forwarding networks serve global markets
with concentrations in North America, Europe and Asia.

Competition

The transportation and logistics industry is highly competitive, with thousands of companies competing in domestic
and international markets. XPO competes on service, reliability, scope and scale of operations, technological

capabilities and price. Our competitors include local, regional, national and international companies that offer the
same services we provide — some with larger customer bases, significantly more resources and more experience
than we have. In some cases, our customers have internal resources that can handle some of the same services we
offer. Due in part to the fragmented nature of the industry, we must strive daily to retain existing business
relationships and forge new relationships.

The health of the transportation and logistics industry will continue to be a function of domestic and global
economic growth. However, we believe that we have positioned the Company to derive additional benefits from the
growth of e-commerce, and from a long-term outsourcing trend that should continue to help a number of our service
sectors grow faster than the macro environment.

Regulation

Our operations are regulated and licensed by various governmental agencies in the United States and in the other
countries where we conduct business. These regulations impact us directly and indirectly by regulating third-party
transportation providers we use to transport freight for our customers.

Regulation Affecting Motor Carriers, Owner Operators and Transportation Brokers. In the United States, our
subsidiaries that operate as motor carriers have licenses to operate as motor carriers issued by the Federal Motor
Carrier Safety Administration (“FMCSA”) of the U.S. Department of Transportation (“DOT”). In addition, our
subsidiaries acting as property brokers have property broker licenses issued by the FMCSA. Our motor carrier
subsidiaries and the third-party motor carriers we engage in the United States must comply with the safety and
fitness regulations of the DOT, including those relating to drug- and alcohol-testing, hours-of-service, records
retention, vehicle inspection, driver qualification and minimum insurance requirements. Weight and equipment
dimensions also are subject to government regulations. We also may become subject to new or more restrictive
regulations relating to emissions, drivers’ hours-of-service, independent contractor eligibility requirements, onboard
reporting of operations, air cargo security and other matters affecting safety or operating methods. Other agencies,
such as the U.S. Environmental Protection Agency (“EPA”), the Food and Drug Administration (“FDA”), the
California Air Resources Board, and the U.S. Department of Homeland Security (“DHS”), also regulate our
equipment, operations and independent contractor drivers. Like our third-party support carriers, we are also subject
to a variety of vehicle registration and licensing requirements in various states and local jurisdictions where we
operate. In other foreign jurisdictions in which we operate, our operations are regulated, where necessary, by the
appropriate governmental authorities.

In 2010, the FMCSA introduced the Compliance Safety Accountability program (“CSA”), which uses a Safety
Management System (“SMS”) to rank motor carriers on seven categories of safety-related data, known as
Behavioral Analysis and Safety Improvement Categories, or “BASICs,” which data, it is anticipated, will eventually
be used for determining a carrier’s DOT safety rating under revisions to existing Safety Fitness Determination
(“SFD”) regulations. In December 2015, the Fixing America’s Surface Transportation Act (“FAST Act”) was signed
into law, and requires the FMCSA to review the CSA program to ensure that it provides the most reliable analysis
possible. During this review period, the FAST Act requires the FMCSA to remove a property carrier’s CSA scores
from public view.

Although the CSA scores are not currently publicly available, this development is likely to be temporary. As a result,
once the program has been revamped, our fleet could be ranked worse or better than our competitors, and the safety
ratings of our motor carrier operations could be impacted. Our network of third-party transportation providers may
experience a similar result. A reduction in safety and fitness ratings may result in difficulty attracting and retaining
qualified independent contractors and could cause our customers to direct their business away from XPO and to
carriers with more favorable CSA scores, which would adversely affect our results of operations.

In the past, the subsidiaries through which we operate our expedited and intermodal drayage operations have
exceeded the established intervention threshold in certain of the BASICs, and we may exceed those thresholds in the
future. Depending on our ratings, we may be prioritized for an intervention action or roadside inspection, either of
which could adversely affect our results of operations, or customers may be less likely to assign loads to us. We
cannot predict the extent to which CSA requirements or safety and fitness ratings under SMS or SFD could
adversely affect our business, operations or ability to retain compliant drivers, or those of our subsidiaries,
independent contractors or third-party transportation providers.

New regulations effective December 2017 require nearly all carriers and drivers that are required to maintain records
of duty status, including certain of XPO’s motor carrier subsidiaries and drivers, to install and use electronic logging
devices (“ELDs”). ELD installation and use may increase costs for independent contractors and other third-party
support carriers who provide services to XPO, and may impact driver recruitment.

Regulations Affecting our Subsidiaries Providing Ocean and Air Transportation. XPO Customs Clearance
Solutions, Inc. (“XCCS”) and XPO GF America, Inc. (“XGFA”), two of the Company’s subsidiaries, are licensed as
customs brokers by U.S. Customs and Border Protection (“CBP”) of DHS in each United States customs district in
which they do business. All United States customs brokers are required to maintain prescribed records and are
subject to periodic audits by CBP. In other jurisdictions in which we perform customs brokerage services, our
operations are licensed, where necessary, by the appropriate governmental authority.

Our subsidiaries offering expedited air charter transportation are subject to regulation by the Transportation Security
Administration (“TSA”) of DHS regarding air cargo security for all loads, regardless of origin and destination. XPO
Global Forwarding, Inc. (“XGF”), XGFA and XPO Air Charter also are regulated as “indirect air carriers” by the
DHS and TSA. These agencies provide requirements, guidance and, in some cases, administer licensing
requirements and processes applicable to the freight forwarding industry. We must actively monitor our compliance
with such agency requirements to ensure that we have satisfactorily completed the security requirements and
qualifications and implemented the required policies and procedures. These agencies generally require companies to
fulfill these qualifications prior to transacting various types of business. Failure to do so could result in penalties and
fines. The air cargo industry is also subject to regulatory and legislative actions that could affect economic
conditions within the industry by requiring changes to operating practices or by influencing the demand for and the
costs of providing services to customers. We cannot predict the extent to which any such regulatory or legislative
actions could adversely affect our business, but we strive to comply with all agency requirements.

Regarding our international operations, XGF, XGFA and XCCS are members of the International Air Transportation
Association (“IATA”), a voluntary association of airlines and freight forwarders that outlines operating procedures
for forwarders acting as agents or third-party intermediaries for IATA members. A substantial portion of XPO’s
international air freight business is transacted with other IATA members.

Additionally, XGF, XGFA and XPO Ocean Lines, Inc. (“XOL”) are each registered as an Ocean Transportation
Intermediary (“OTI”) by the U.S. Federal Maritime Commission (“FMC”), which establishes the qualifications,
regulations and bonding requirements to operate as an OTI for businesses originating and terminating in the United
States. XGL and XOL are also licensed NVOCCs and ocean freight forwarders.

Our international freight forwarding operations make us subject to regulations of the U.S. Department of State, the
U.S. Department of Commerce and the U.S. Department of Treasury, and to various laws and regulations of the
other countries where we operate. These regulations cover matters such as what commodities may be shipped to
what destinations and to what end-users, unfair international trade practices, and limitations on entities with which
we may conduct business.

Other Regulations. The Company is subject to a variety of other U.S. and foreign laws and regulations, including
but not limited to, the Foreign Corrupt Practices Act and other similar anti-bribery and anti-corruption statutes.

Classification of Independent Contractors. Tax and other federal and state regulatory authorities, as well as private
litigants, continue to assert that independent contractor drivers in the trucking industry are employees rather than
independent contractors. Federal legislators have introduced legislation in the past to make it easier for tax and other
authorities to reclassify independent contractors as employees, including legislation to increase the recordkeeping
requirements and heighten the penalties for companies who misclassify workers and are found to have violated
overtime and/or wage requirements. Additionally, federal legislators have sought to abolish the current safe harbor
allowing taxpayers that meet certain criteria to treat individuals as independent contractors if they are following a
longstanding, recognized practice. Federal legislators also sought to expand the Fair Labor Standards Act to cover
“non-employees” who perform labor or services for businesses, even if the “non-employees” are properly classified
as independent contractors; require taxpayers to provide written notice to workers based upon their classification as
either an “employee” or a “non-employee”; and impose penalties and fines for violations of the notice requirements
or “employee” or “non-employee” misclassifications. Some states have launched initiatives to increase revenues
from items such as unemployment, workers’ compensation and income taxes, and the reclassification of independent

contractors as employees could help states with those initiatives. Taxing and other regulatory authorities and courts
apply a variety of standards in their determinations of independent contractor status. If XPO’s independent
contractor drivers are determined to be employees, we would incur additional exposure under some or all of the
following: federal and state tax, workers’ compensation, unemployment benefits, and labor, employment and tort
laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.

Environmental Regulations. Our facilities and operations and our independent contractors are subject to various
environmental laws and regulations dealing with the hauling, handling and disposal of hazardous materials,
emissions from vehicles, engine-idling, fuel tanks and related fuel spillage and seepage, discharge and retention of
storm water, and other environmental matters that involve inherent environmental risks. Similar laws and regulations
may apply in many of the foreign jurisdictions in which we operate. We have instituted programs to monitor and
control environmental risks and maintain compliance with applicable environmental laws and regulations. We may
be responsible for the cleanup of any spill or other incident involving hazardous materials caused by our operations
or business. In the past, we have been responsible for the costs of cleanup of diesel fuel spills caused by traffic
accidents or other events, and none of these incidents materially affected our business or operations. We generally
transport only hazardous materials rated as low-to-medium-risk, and a small percentage of our total shipments
contain hazardous materials. We believe that our operations are in substantial compliance with current laws and
regulations and we do not know of any existing environmental condition that reasonably would be expected to have
a material adverse effect on our business or operating results. We also do not expect to incur material capital
expenditures for environmental controls in 2018. Future changes in environmental regulations or liabilities from
newly discovered environmental conditions or violations (and any associated fines and penalties) could have a
material adverse effect on our business, competitive position, results of operations, financial condition or cash flows.
U.S. federal and state governments, as well as governments in certain foreign jurisdictions where we operate, have
also proposed environmental legislation that could, among other things, potentially limit carbon, exhaust and
greenhouse gas emissions. If enacted, such legislation could result in higher new tractor and trailer costs, reduced
productivity and efficiency, and increased operating expenses, all of which could adversely affect our results of
operations.

Risk Management and Insurance

We maintain insurance for commercial automobile liability, truckers’ commercial automobile liability, commercial
general liability, cargo/warehouse legal liability, workers’ compensation and employers’ liability, and umbrella and
excess umbrella liability, with coverage limits, deductibles and self-insured retention levels that we believe are
reasonable given the varying historical frequency, severity and timing of claims. Certain actuarial assumptions and
management judgments are made for insurance reserves and are subject to a high degree of variability.

Seasonality

Our revenue and profitability are typically lower for the first quarter of the calendar year relative to the other
quarters. We believe this is due in part to the post-holiday reduction in demand experienced by many of our
customers, which leads to more capacity in the non-expedited and service-critical markets and, in turn, less demand
for expedited and premium shipping services. In addition, the productivity of our tractors and trailers, independent
contractors and transportation providers generally decreases during the winter season because inclement weather
impedes operations. It is not possible to predict whether the Company’s historical revenue and profitability trends
will continue to occur in future periods.

Employees

As of December 31, 2017, we had approximately 95,000 full-time and part-time employees. Our employee base is
one of our most critical resources, and we view the recruitment, training and retention of qualified employees as
being essential to our ongoing success. We believe that we have good relations with our employees, with strong
programs in place for communication and professional development.

Executive Officers of the Registrant

We provide below information regarding each of our executive officers.

Name
Bradley S. Jacobs
Troy A. Cooper
John J. Hardig
Scott B. Malat
Mario A. Harik

Age
61
48
53
41
37

Position

Chairman of the Board and Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Chief Strategy Officer
Chief Information Officer

Bradley Jacobs has served as XPO’s chief executive officer and chairman of the board of directors since September
2011. Mr. Jacobs is also the managing director of Jacobs Private Equity, LLC, which is the Company’s second
largest stockholder. Prior to XPO, he led two public companies: United Rentals, Inc. (NYSE: URI), which he co-
founded in 1997, and United Waste Systems, Inc., which he founded in 1989. Mr. Jacobs served as chairman and
chief executive officer of United Rentals for its first six years, and as executive chairman for an additional four
years. With United Waste Systems, he served eight years as chairman and chief executive officer. Previously,
Mr. Jacobs founded Hamilton Resources (UK) Ltd. and served as its chairman and chief operating officer. This
followed the co-founding of his first venture, Amerex Oil Associates, Inc., where he was chief executive officer.

Troy Cooper has served as XPO’s chief operating officer since May 2014. From September 2015 until September
2017 he also served as chief executive officer and chairman of XPO Logistics Europe. Mr. Cooper joined the
Company in September 2011 as vice president of finance. Prior to XPO, Mr. Cooper served as vice president-group
controller with United Rentals, Inc., where he was responsible for field finance functions and helped to integrate
over 200 acquisitions in the United States, Canada and Mexico. Earlier, he held controller positions with United
Waste Systems, Inc. and OSI Specialties, Inc. (formerly a division of Union Carbide, Inc.). He began his career in
public accounting with Arthur Andersen and Co. and has a degree in accounting from Marietta College.

John Hardig has served as XPO’s chief financial officer since February 2012. Prior to XPO, Mr. Hardig served as
managing director for the Transportation & Logistics investment banking group of Stifel Nicolaus Weisel from 2003
to 2012. Previously, Mr. Hardig was an investment banker in the Transportation and Telecom groups at Alex.
Brown & Sons (now Deutsche Bank), and earlier worked as a design engineer with Ford Motor Company.
Mr. Hardig holds a master’s degree in business administration from the University of Michigan Business School and
a bachelor’s degree from the U.S. Naval Academy.

Scott Malat has served as XPO’s chief strategy officer since July 2012, after joining the Company in October 2011
as senior vice president of strategic planning. Prior to XPO, Mr. Malat was a senior equity research analyst covering
the air, rail, trucking and shipping sectors for Goldman Sachs Group, Inc. Earlier, he served as an equity research
analyst with UBS and a strategy manager with JPMorgan Chase & Co. Mr. Malat is a CFA® charterholder and has a
degree in statistics with a concentration in business management from Cornell University.

Mario Harik has served as XPO’s chief information officer since November 2011 with responsibility for the
Company’s global technology ecosystem. Mr. Harik has built comprehensive IT organizations, overseen the
implementation of extensive proprietary platforms, and consulted to Fortune 100 companies. His prior positions
include chief information officer and senior vice president of research and development with Oakleaf Waste
Management; chief technology officer with Tallan, Inc.; co-founder of G3 Analyst, where he served as chief
architect of web and voice applications; and architect and consultant with Adea Solutions. Mr. Harik holds a
master’s of engineering degree in information technology from Massachusetts Institute of Technology, and a degree
in engineering, computer and communications from the American University of Beirut, Lebanon.

Corporate Information and Availability of Reports

XPO Logistics, Inc. was incorporated in Delaware on May 8, 2000. Our executive office is located in the United
States at Five American Lane, Greenwich, Connecticut 06831. Our telephone number is (855) 976-6951. Our stock
is listed on the New York Stock Exchange (“NYSE”) under the symbol XPO.

Our corporate website is www.xpo.com. We make available on this website, free of charge, access to our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on
Schedule 14A and amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we
electronically submit such material to the SEC. We also make available on our website copies of materials regarding
our corporate governance policies and practices, including the XPO Logistics, Inc. Corporate Governance
Guidelines, Code of Business Ethics and the charters relating to the committees of our board of directors. You also
may obtain a printed copy of the foregoing materials by sending a written request to: Investor Relations, XPO
Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831. The public may read and copy any materials
that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by calling the SEC at (800)
SEC-0330. In addition, the SEC’s website is www.sec.gov. The SEC makes available on this website, free of charge,
reports, proxy and information statements and other information regarding issuers, such as us, that file electronically
with the SEC. Information on our website or the SEC’s website is not part of this document. We are currently
classified as a “large accelerated filer” for purposes of filings with the SEC.

Item 1A.

Risk Factors

The following are important factors that could affect our financial performance and could cause actual results for
future periods to differ materially from our anticipated results or other expectations, including those expressed in
any forward-looking statements made in this Annual Report on Form 10-K or our other filings with the SEC or in
oral presentations such as telephone conferences and webcasts open to the public. You should carefully consider the
following factors and consider these in conjunction with “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in Item 7 and our Consolidated Financial Statements and related Notes in Item
8.

Economic recessions and other factors that reduce freight volumes, both in North America and Europe, could
have a material adverse impact on our business.

The transportation industry in North America and Europe historically has experienced cyclical fluctuations in
financial results due to economic recession, downturns in the business cycles of our customers, increases in the
prices charged by third-party carriers, interest rate fluctuations and other U.S. and global economic factors beyond
our control. During economic downturns, reduced overall demand for transportation services will likely reduce
demand for our services and exert downward pressures on our rates and margins. In periods of strong economic
growth, demand for limited transportation resources can result in increased network congestion and operating
inefficiencies. In addition, any deterioration in the economic environment subjects our business to various risks that
may have a material impact on our operating results and future prospects. These risks may include the following:

• A reduction in overall freight volumes reduces our opportunities for growth. In addition, if a downturn in

our customers’ business cycles causes a reduction in the volume of freight shipped by those customers, our
operating results could be adversely affected.

•

Some of our customers may face economic difficulties and may not be able to pay us, and some may go out
of business. In addition, some customers may not pay us as quickly as they have in the past, causing our
working capital needs to increase.

• A significant number of our transportation providers may go out of business and we may be unable to
secure sufficient equipment or other transportation services to meet our commitments to our customers.

• We may not be able to appropriately adjust our expenses to changing market demands. In order to maintain
high variability in our business model, it is necessary to adjust staffing levels to changing market demands.
In periods of rapid change, it is more difficult to match our staffing levels to our business needs. In addition,
we have other primarily variable expenses that are fixed for a period of time and certain significant fixed
expenses, and we may not be able to adequately adjust them in a period of rapid change in market demand.

We operate in a highly competitive industry and, if we are unable to adequately address factors that may
adversely affect our revenue and costs, our business could suffer.

Competition in the transportation services industry is intense. Increased competition may lead to a reduction in
revenues, reduced profit margins, or a loss of market share, any one of which could harm our business. There are
many factors that could impair our profitability, including the following:

• Competition from other transportation services companies, some of which offer different services or have a
broader coverage network, more fully developed information technology systems and greater capital
resources than we do.

• A reduction in the rates charged by our competitors to gain business, especially during times of declining
economic growth. Such reductions may limit our ability to maintain or increase our rates, maintain our
operating margins or achieve significant growth in our business.

•

Shippers soliciting bids from multiple transportation providers for their shipping needs, which may result in
the depression of freight rates or loss of business to competitors.

• The establishment by our competitors of cooperative relationships to increase their ability to address

shipper needs.

• Our current or prospective customers may decide to develop or expand internal capabilities for some of the

services that we provide.

• The development of new technologies or business models, which could result in our disintermediation in

certain businesses, such as freight brokerage.

Our profitability may be materially adversely impacted if our investments in equipment, service centers and
warehouses do not match customer demand for these resources or if there is a decline in the availability of
funding sources for these investments.

Our LTL and full truckload operations require significant investments in equipment and freight service centers. The
amount and timing of our capital investments depend on various factors, including anticipated freight volume levels
and the price and availability of appropriate property for service centers and newly-manufactured tractors. If our
anticipated service center and/or fleet requirements differ materially from actual usage, our capital-intensive
business units, specifically LTL and full truckload, may have too much or too little capacity. We attempt to mitigate
the risk associated with too much or too little capacity by adjusting our capital expenditures and by utilizing short-
term equipment rentals and sub-contracted operators in order to match capacity with business volumes. Our
investments in equipment and service centers depend on our ability to generate cash flow from operations and our
access to credit, debt and equity capital markets. A decline in the availability of these funding sources could
adversely affect us.

Our contract logistics operations can require a significant commitment of capital in the form of shelving, racking
and other warehousing systems that may be required to implement warehouse-management services for our
customers. In the event that we are not able to fully amortize the associated cost of capital across the term of the
related customer agreement, or to the extent that the customer defaults on its obligations under the agreement, we
could be forced to take a significant loss on the unrecovered portion of this capital cost.

Anticipated synergies from any acquisitions that we have undertaken may not materialize in the expected
timeframe or at all.

Our financial targets are dependent on our ability to realize significant ongoing synergies with respect to our
acquisitions, in particular the Norbert Dentressangle SA (“ND”) and Con-way Inc. (“Con-way”) acquisitions we
completed in 2015. In addition, we anticipate creating value through synergy opportunities in future acquisitions that
we may undertake. We may not realize all synergies we anticipate from past and potential future acquisitions.
Among the synergies that we currently expect are cross-selling opportunities to our existing customers, network
synergies and other operational synergies. Our estimated synergies from the acquisitions that we have undertaken
are, and synergies we may announce related to potential future acquisitions, if any, will be subject to a number of
assumptions about the timing, execution and costs associated with realizing such synergies as well as the capacity of

our information technology systems and other infrastructure to accommodate the demands of our new acquisitions.
Such assumptions are inherently uncertain and are subject to a wide variety of significant business, economic,
competition and execution risks and uncertainties. There can be no assurance that such assumptions will turn out to
be correct and, as a result, the amount of synergies that we will actually realize and/or the timing of any such
realization may differ significantly (and may be significantly lower) from the ones that we estimate, and we may
incur significant costs in reaching the estimated synergies.

Our past acquisitions, as well as any acquisitions that we may complete in the future, may be unsuccessful or
result in other risks or developments that adversely affect our financial condition and results.

While we intend for our acquisitions to improve our competitiveness and profitability, we cannot be certain that our
past or future acquisitions will be accretive to earnings or otherwise meet our operational or strategic expectations.
Acquisitions involve special risks, including accounting, regulatory, compliance, information technology or human
resources issues that could arise in connection with, or as a result of, the acquisition of the acquired company, the
assumption of unanticipated liabilities and contingencies, difficulties in integrating acquired businesses, possible
management distraction, and the inability of acquired businesses to achieve the levels of revenue, profit,
productivity or synergies we anticipate or otherwise perform as we expect on the timeline contemplated. We are
unable to predict all of the risks that could arise as a result of our acquisitions.

If the performance of our reporting units or an acquired business varies from our projections or assumptions, or
estimates about the future profitability of our reporting units or an acquired business change, our revenues, earnings
or other aspects of our financial condition could be adversely affected. We may also experience difficulties in
connection with integrating any acquired companies into our existing businesses and operations, including our
existing infrastructure and information technology systems. The infrastructure and information technology systems
of acquired businesses could present issues which we were not able to identify prior to the acquisition that could
adversely affect our financial condition and results, and we have experienced challenges of this nature relating to the
infrastructure and systems of our businesses that we recently acquired. Any of these events could adversely affect
our financial condition and results of operations.

We may not successfully manage our growth.

We have grown rapidly and substantially over prior years, including by expanding our internal resources, making
acquisitions, in particular in 2015, and entering into new markets, and we intend to continue to focus on rapid
growth, including organic growth and additional acquisitions. We may experience difficulties and higher-than-
expected expenses in executing this strategy as a result of unfamiliarity with new markets, changes in revenue and
business models, entering into new geographic areas and increased pressure on our existing infrastructure and
information technology systems.

Our growth will place a significant strain on our management, operational, financial and information technology
resources. We will need to continually improve existing procedures and controls as well as implement new
transaction processing, operational and financial systems, and procedures and controls to expand, train and manage
our employee base. Our working capital needs will continue to increase as our operations grow. Failure to manage
our growth effectively, or obtain necessary working capital, could have a material adverse effect on our business,
results of operations, cash flows, stock price and financial condition.

Our business will be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect and
integrate our information technology systems, including those systems of any businesses that we acquire.

We rely heavily on our information technology systems to efficiently run our business, and they are a key
component of our customer-facing and internal growth strategy. In general, we expect our customers to continue to
demand more sophisticated, fully integrated information systems from their transportation and logistics providers.
To keep pace with changing technologies and customer demands, we must correctly interpret and address market
trends and enhance the features and functionality of our proprietary technology platform in response to these trends.
This process of continuous enhancement may lead to significant ongoing software development costs which will
continue to increase if we pursue new acquisitions of companies and their current systems. In addition, we may fail
to accurately determine the needs of our customers or trends in the transportation services and logistics industries or
we may fail to design and implement the appropriate responsive features and functionality for our technology

platform in a timely and cost-effective manner. Any such failures could result in decreased demand for our services
and a corresponding decrease in our revenues.

We must maintain and enhance the reliability and speed of our information technology systems to remain
competitive and effectively handle higher volumes of freight through our network and the various service modes we
offer. If our information technology systems are unable to manage additional volume for our operations as our
business grows, or if such systems are not suited to manage the various service modes we offer, our service levels
and operating efficiency could decline. In addition, if we fail to hire and retain qualified personnel to implement,
protect and maintain our information technology systems or if we fail to upgrade our systems to meet our customers’
demands, our business and results of operations could be seriously harmed. This could result in a loss of customers
or a decline in the volume of freight we receive from customers.

We are developing proprietary information technology for all of our business segments. Our technology may not be
successful or may not achieve the desired results and we may require additional training or different personnel to
successfully implement this technology. Our technology development process may be subject to cost overruns or
delays in obtaining the expected results, which may result in disruptions to our operations.

A failure of our information technology infrastructure or a breach of our information security systems, networks
or processes may materially adversely affect our business.

The efficient operation of our business depends on our information technology systems. We rely on our information
technology systems to effectively manage our sales and marketing, accounting and financial and legal and
compliance functions, engineering and product development tasks, research and development data, communications,
supply chain, order entry and fulfillment and other business processes. We also rely on third parties and virtualized
infrastructure to operate and support our information technology systems. Despite testing, external and internal risks,
such as malware, insecure coding, “Acts of God,” data leakage and human error pose a direct threat to the stability
or effectiveness of our information technology systems and operations. The failure of our information technology
systems to perform as we anticipate has in the past, and could in the future, adversely affect our business through
transaction errors, billing and invoicing errors, internal recordkeeping and reporting errors, processing inefficiencies
and loss of sales, receivables collection and customers, in each case, which could result in harm to our reputation
and have an ongoing adverse impact on our business, results of operations and financial condition, including after
the underlying failures have been remedied.

We may also be subject to cybersecurity attacks and other intentional hacking. Any failure to identify and address
such defects or errors or prevent a cyber-attack could result in service interruptions, operational difficulties, loss of
revenues or market share, liability to our customers or others, the diversion of corporate resources, injury to our
reputation and increased service and maintenance costs. Addressing such issues could prove to be impossible or very
costly and responding to resulting claims or liability could similarly involve substantial cost. In addition, recently,
there has also been heightened regulatory and enforcement focus on data protection in the U.S. and abroad
(particularly in the European Union), and failure to comply with applicable U.S. or foreign data protection
regulations or other data protection standards may expose us to litigation, fines, sanctions or other penalties, which
could harm our reputation and adversely impact our business, results of operations and financial condition.

Our substantial indebtedness could adversely affect our financial condition.

We have substantial outstanding indebtedness, which could:

•

negatively affect our ability to pay principal and interest on our debt or dividends on our Series A Preferred
Stock;

increase our vulnerability to general adverse economic and industry conditions;

limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or
development activities, or to otherwise realize the value of our assets and opportunities fully because of the
need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal
or to comply with any restrictive terms of our debt;

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate;

•

impair our ability to obtain additional financing or to refinance our indebtedness in the future; and

place us at a competitive disadvantage compared to our competitors that may have proportionately less
debt.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on
commercially reasonable terms or at all, could materially and adversely affect our financial position and results of
operations. Further, failure to comply with the covenants under our indebtedness may have a material adverse
impact on our operations. If we fail to comply with the covenants under any of our indebtedness, and are unable to
obtain a waiver or amendment, such failure may result in an event of default under our indebtedness. We may not
have sufficient liquidity to repay or refinance our indebtedness if such indebtedness were accelerated upon an event
of default.

Under the terms of our outstanding indebtedness, we may not be able to incur substantial additional indebtedness in
the future, which could further exacerbate the risks described above.

The execution of our strategy could depend on our ability to raise capital in the future, and our inability to do so
could prevent us from achieving our growth objectives.

We may in the future be required to raise capital through public or private financing or other arrangements in order
to pursue our growth strategy or operate our businesses. Such financing may not be available on acceptable terms, or
at all, and our failure to raise capital when needed could harm our business or ability to execute our strategy. Further
debt financing may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on
acceptable terms, we may not be able to grow our business or respond to competitive pressures.

We depend on third-parties in the operation of our business.

In our global forwarding, last mile, intermodal and freight brokerage operations, we do not own or control the
transportation assets that deliver our customers’ freight, and we do not employ the people directly involved in
delivering this freight. In addition, in our freight brokerage businesses (particularly our last mile delivery logistics
operations, our over-the-road expedite operations and our intermodal drayage operations), we engage independent
contractors who own and operate their own equipment. Accordingly, we are dependent on third-parties to provide
truck, rail, ocean, air and other transportation services and to report certain events to us, including delivery
information and cargo claims. This reliance on third-parties could cause delays in reporting certain events, including
our ability to recognize revenue and claims in a timely manner.

Our inability to maintain positive relationships with independent transportation providers could significantly limit
our ability to serve our customers on competitive terms. If we are unable to secure sufficient equipment or other
transportation services to meet our commitments to our customers or provide our services on competitive terms, our
operating results could be materially and adversely affected and our customers could shift their business to our
competitors temporarily or permanently. Our ability to secure sufficient equipment or other transportation services to
meet our commitments to our customers or provide our services on competitive terms is subject to inherent risks,
many of which are beyond our control, including the following:

• Equipment shortages in the transportation industry, particularly among contracted truckload carriers and

railroads;

•

Interruptions in service or stoppages in transportation as a result of labor disputes, seaport strikes, network
congestion, weather-related issues, “Acts of God,” or acts of terrorism;

• Changes in regulations impacting transportation;

•

Increases in operating expenses for carriers, such as fuel costs, insurance premiums and licensing expenses,
that result in a reduction in available carriers; and

• Changes in transportation rates.

Increases in driver compensation and difficulties attracting and retaining drivers could adversely affect our
revenues and profitability.

Our LTL and full truckload operations are conducted primarily with employee drivers. Recently, there has been
intense competition for qualified drivers in the transportation industry due to a shortage of drivers. The availability
of qualified drivers may be affected from time to time by changing workforce demographics, competition from other
transportation companies and industries for employees, the availability and affordability of driver training schools,
changing industry regulations, and the demand for drivers in the labor market. If the industry-wide shortage of
qualified drivers continues, these business lines will likely continue to experience difficulty in attracting and
retaining enough qualified drivers to fully satisfy customer demands. As a result of the current highly-competitive
labor market for drivers, our LTL and full truckload operations may be required to increase driver compensation and
benefits in the future, or face difficulty meeting customer demands, all of which could adversely affect our
profitability. Additionally, a shortage of drivers could result in the underutilization of our truck fleet, lost revenue,
increased costs for purchased transportation or increased costs for driver recruitment.

Increases in independent contractor driver compensation or other difficulties attracting and retaining qualified
independent contractor drivers could adversely affect our profitability and ability to maintain or grow our
independent contractor driver fleet.

Our freight brokerage and intermodal businesses operate through fleets of vehicles that are owned and operated by
independent contractors. Our last mile business also operates through a fleet of independent contract carriers that
supply their own vehicles, drivers and helpers. These independent contractors are responsible for maintaining and
operating their own equipment and paying their own fuel, insurance, licenses and other operating costs. Turnover
and bankruptcy among independent contractor drivers often limit the pool of qualified independent contractor
drivers and increase competition for their services. In addition, regulations such as the FMCSA Compliance Safety
Accountability program may further reduce the pool of qualified independent contractor drivers. Thus, our continued
reliance on independent contractor drivers could limit our ability to grow our ground transportation fleet.

We are currently experiencing, and expect to continue to experience from time to time in the future, difficulty in
attracting and retaining sufficient numbers of qualified independent contractor drivers. Additionally, our agreements
with independent contractor drivers are terminable by either party upon short notice and without penalty.
Consequently, we regularly need to recruit new qualified independent contractor drivers to replace those who have
left our fleet. If we are unable to retain our existing independent contractor drivers or recruit new independent
contractor drivers, our business and results of operations could be adversely affected.

The compensation we offer our independent contractor drivers is subject to market conditions and we may find it
necessary to continue to increase independent contractor drivers’ compensation in future periods. If we are unable to
continue to attract and retain a sufficient number of independent contractor drivers, we could be required to increase
our mileage rates and accessorial pay or operate with fewer trucks and face difficulty meeting shipper demands, all
of which would adversely affect our profitability and ability to maintain our size or to pursue our growth strategy.

Our business may be materially adversely affected by labor disputes.

Our business in the past has been and in the future could be adversely affected by strikes and labor negotiations
affecting seaports, labor disputes between railroads and their union employees, or by a work stoppage at one or more
railroads or local trucking companies servicing rail or port terminals, including work disruptions involving owner
operators under contract with our local trucking operations. Port shutdowns and similar disruptions to major points
in national or international transportation networks, most of which are beyond our control, could result in terminal
embargoes, disrupt equipment and freight flows, depress volumes and revenues, increase costs and have other
negative effects on our operations and financial results.

Labor disputes involving our customers could affect our operations. If our customers are unable to negotiate new
labor contracts and our clients’ plants experience slowdowns or closures as a result, our revenue and profitability
could be negatively impacted. In particular, our Logistics segment derives a substantial portion of its revenue from
the operation and management of operating facilities, which are often located in close proximity to a client’s
manufacturing plant and are integrated into the client’s production line process. We may experience significant
revenue loss and shut-down costs, including costs related to early termination of leases, causing our business to

suffer if clients are affected by strikes or other labor disputes, close their plants or significantly modify their capacity
or supply chains at a plant that our Logistics segment services.

XPO Logistics Europe’s business activities require a significant amount of labor, which represents one of its most
significant costs, and it is essential that we maintain good relations with employees, trade unions and other staff
representative institutions. A deteriorating economic environment may result in tensions in industrial relations,
which may lead to industrial action within our European operations that could have a direct impact on our business
operations. Generally, any deterioration in industrial relations in our European operations could have an adverse
effect on our revenues, earnings, financial position, and outlook.

Efforts by labor organizations to organize employees at certain locations in North America, if successful, may
result in increased costs and decreased efficiencies at those locations.

Since 2014, in the United States, the International Brotherhood of Teamsters (“Teamsters”) has attempted to
organize employees at several of the Company’s LTL locations and one supply chain location. Additionally, the
International Association of Machinists (“Machinists”) has attempted to organize a small number of mechanics at
two LTL maintenance shops. The majority of employees involved in those organizing efforts rejected union
representation. As of January 31, 2018, approximately 135 employees at three LTL locations have voted for
Teamsters representation and the results of those three elections have been certified by the National Labor Relations
Board. At one LTL location, the parties have been in negotiations for an initial contract since February 2015. At the
remaining two locations, the parties began negotiations during the course of 2017. In addition, as of January 31,
2018, an aggregate of approximately 77 employees at three additional LTL locations have voted for Teamsters
representation, and approximately 8 employees at one LTL location have voted for Machinists representation. We
are contesting the results of these four elections. Also, in October 2017, a majority of the employees of the
Company’s supply chain location that had previously voted for Teamsters representation petitioned the Company to
withdraw recognition of the Teamsters as the employees’ representative and the Company withdrew this recognition.
We cannot predict with certainty whether further organizing efforts may result in the unionization of any additional
locations domestically. If successful, these efforts may result in increased costs and decreased efficiencies at the
specific locations where representation is elected. We do not expect the impact, if any, to extend to our larger
organization or the service of our customer base.

Certain of our businesses rely on owner-operators and contract carriers to conduct their operations, and the
status of these parties as independent contractors, rather than employees, is being challenged.

We are involved in numerous lawsuits, including putative class action lawsuits, multi-plaintiff and individual
lawsuits, and state tax and other administrative proceedings that claim that our contract carriers or owner-operators
or their drivers should be treated as our employees, rather than independent contractors, or that certain of our drivers
were not paid for all compensable time or were not provided with required meal or rest breaks. These lawsuits and
proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to
provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both. In
addition, we incur certain costs, including legal fees, in defending the status of these parties as independent
contractors.

While we believe that our contract carriers and owner-operators and their drivers are properly classified as
independent contractors rather than as employees, adverse decisions have been rendered recently in certain cases
pending against us, including with respect to class certification of certain contract carriers and determinations that
certain of our contract carriers and owner-operators are improperly classified. Certain of these decisions are subject
to appeal, but we cannot provide assurance that we will determine to pursue any appeal or that any such appeal will
be successful. Adverse final outcomes in these matters could, among other things, entitle certain of our contract
carriers and owner-operators and their drivers to reimbursement with respect to certain expenses and to the benefit
of wage-and-hour laws and result in employment and withholding tax and benefit liability for us, and could result in
changes to the independent contractor status of our contract carriers and owner-operators. Changes to state laws
governing the definition of independent contractors could also impact the status of our contract carriers and owner-
operators. Adverse final outcomes in these matters or changes to state laws could cause us to change our business
model, which could have a material adverse effect on our business strategies, financial condition, results of
operations or cash flows. These claims involve potentially significant classes that could involve thousands of

claimants and, accordingly, significant potential damages and litigation costs, and could lead others to bring similar
claims.

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.

Our overseas operations subject us to various operational and financial risks which could adversely affect our
business.

The services we provide outside of the United States subject us to risks resulting from changes in tariffs, trade
restrictions, trade agreements, tax policies, difficulties in managing or overseeing foreign operations and agents,
different liability standards, issues related to compliance with anti-corruption laws such as the Foreign Corrupt
Practices Act and the U.K. Bribery Act, data protection, trade compliance, and intellectual property laws of countries
which do not protect our rights in our intellectual property, including our proprietary information systems, to the
same extent as the laws of the United States. The occurrence or consequences of any of these factors may restrict our
ability to operate in the affected region and/or decrease the profitability of our operations in that region. As we
expand our business in foreign countries, we will also be exposed to increased risk of loss from foreign currency
fluctuations and exchange controls.

Our European business heavily relies on subcontracting and we use a large number of temporary employees in
these operations. Any failure to properly manage our subcontractors or temporary employees in Europe could
have a material adverse impact on XPO Logistics Europe’s revenues, earnings, financial position and outlook.

We operate in Europe through our majority-owned subsidiary, XPO Logistics Europe SA. Subcontracting plays a
key role in our European operations and we subcontract approximately 40% of our transport operations in the
region. As a result, we are exposed to various risks related to managing our subcontractors, such as the risk that they
do not fulfill their assignments in a satisfactory manner or within the specified deadlines. Such failures could
compromise our ability to fulfill our commitments to our customers, comply with applicable regulations or
otherwise meet our customers’ expectations. In some situations, the poor execution of services by our subcontractors
could result in a customer terminating a contract. Such failures by our subcontractors could harm our reputation and
ability to win new business and could lead to our being liable for contractual damages. Furthermore, in the event of
a failure by our subcontractors to fulfill their assignments in a satisfactory manner, we could be required to perform
unplanned work or additional services in line with the contracted service, without receiving any additional
compensation. Lastly, some of our subcontractors in Europe may not be insured, or may not have sufficient
resources available to handle any claims from customers resulting from potential damage and losses relating to their
performance of services on our behalf. As a result, the non-compliance by our subcontractors with their contractual
or legal obligations may have a material adverse effect on our business and financial condition.

XPO Logistics Europe also makes significant use of temporary staff. We cannot guarantee that temporary employees
are as well-trained as our other employees. Specifically, we may be exposed to the risk that temporary employees
may not perform their assignments in a satisfactory manner or may not comply with our safety rules in an
appropriate manner, whether as a result of their lack of experience or otherwise. If such risks materialize, they could
have a material adverse effect on our business and financial condition.

We are involved in multiple lawsuits and are subject to various claims that could result in significant
expenditures and impact our operations.

The nature of our business exposes us to the potential for various types of claims and litigation. In addition to the
matters described in the risk factor “Certain of our businesses rely on owner-operators and contract carriers to
conduct their operations, and the status of these parties as independent contractors, rather than employees, is being
challenged,” we are subject to claims and litigation related to labor and employment, personal injury, traffic
accidents, cargo and other property damage, business practices, environmental liability and other matters, including
with respect to claims asserted under various theories of agency and employer liability notwithstanding our
independent contractor relationships with our transportation providers. Claims against us may exceed the amount of
insurance coverage that we have, or may not be covered by insurance at all. Businesses that we acquire also increase
our exposure to litigation. A material increase in the frequency or severity of accidents, liability claims, or workers’
compensation claims, or the unfavorable resolution of claims, or our failure to recover, in full or in part, under

indemnity provisions with transportation providers could materially and adversely affect our operating results. In
addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims
could reduce our profitability.

An increase in the number and/or severity of self-insured claims or an increase in insurance premiums could
have an adverse effect on us.

We use a combination of self-insurance programs and large-deductible purchased insurance to provide for the costs
of employee medical, vehicular, cargo and workers’ compensation claims. Our estimated liability for self-retained
insurance claims reflects certain actuarial assumptions and judgments, which are subject to a high degree of
variability. We periodically evaluate the level of insurance coverage and adjust insurance levels based on targeted
risk tolerance and premium expense. An increase in the number and/or severity of self-insured claims or an increase
in insurance premiums could have an adverse effect on us. In addition, the cost of providing benefits under our
medical plans is dependent on a variety of factors, including governmental laws and regulations, health care cost
trends, claims experience and health care decisions by plan participants. As a result, we are unable to predict how
the cost of providing benefits under medical plans will affect our financial condition, results of operations or cash
flows.

We are subject to risks associated with defined benefit plans for our current and former employees, which could
have a material adverse effect on our earnings and financial position.

Following our acquisitions of ND and Con-way, we now maintain defined benefit pension plans and a
postretirement medical plan. Our defined benefit pension plans include funded and unfunded plans in the United
States and the United Kingdom. A decline in interest rates and/or lower returns on funded plan assets may cause
increases in the expense and funding requirements for these defined benefit pension plans and for our postretirement
medical plan. Despite past amendments that froze our defined benefit pension plans to new participants and curtailed
benefits, these pension plans remain subject to volatility associated with interest rates, inflation, returns on plan
assets, other actuarial assumptions and statutory funding requirements. In addition to being subject to volatility
associated with interest rates, our postretirement medical plan remains subject to volatility associated with actuarial
assumptions and trends in healthcare costs. Any of the aforementioned factors could lead to a significant increase in
the expense of these plans and a deterioration in the solvency of these plans, which could significantly increase the
Company’s contribution requirements. As a result, we are unable to predict the effect on our financial statements
associated with our defined benefit pension plans and our postretirement medical plan.

Because of our floating rate credit facilities, we may be adversely affected by interest rate changes.

Both the Second Amended and Restated Revolving Loan Credit Agreement, as amended (the “ABL Facility”), and
the senior secured term loan credit agreement, as amended (the “Term Loan Facility”), provide for an interest rate
based on London Interbank Offered Rate (“LIBOR”) or a Base Rate, as defined in the agreements, plus an
applicable margin. Our European trade receivables securitization program (the “Receivables Securitization
Program”) provides for an interest rate at lenders’ cost of funds plus an applicable margin. Our financial position
may be affected by fluctuations in interest rates since the ABL Facility, Term Loan Facility and Receivables
Securitization Program are subject to floating interest rates. Refer to Item 7A. Quantitative and Qualitative
Disclosures about Market Risk for the impact on interest expense of a hypothetical 100 basis point increase in the
interest rate. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic
and international economic and political conditions and other factors beyond our control. A significant increase in
interest rates could have an adverse effect on our financial position and results of operations.

We are exposed to currency exchange rate fluctuations because a significant proportion of our assets, liabilities
and earnings are denominated in foreign currencies.

We present our financial statements in U.S. dollars but we have a significant proportion of our net assets and income
in non-U.S. dollar currencies, primarily the euro and pounds sterling (“GBP”). Consequently, a depreciation of non-
U.S. dollar currencies relative to the U.S. dollar could have an adverse impact on our financial results as further
discussed below under Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The economic uncertainties relating to eurozone monetary policies may cause the value of the euro to fluctuate
against other currencies. Currency volatility contributes to variations in our sales of products and services in
impacted jurisdictions. For example, in the event that one or more European countries were to replace the euro with
another currency, our sales into such countries, or in Europe generally, would likely be adversely affected until
stable exchange rates are established. Accordingly, fluctuations in currency exchange rates could adversely affect
our business and financial condition and the business of the combined company.

The United Kingdom’s expected exit from the European Union could have a material adverse effect on our
business and results of operations.

Following a referendum in June 2016 in which voters in the United Kingdom (“U.K.”) approved an exit from the
European Union (“EU”), the U.K. government has initiated a process to leave the EU (often referred to as “Brexit”)
and has begun negotiating the terms of the U.K.’s future relationship with the EU. The likely exit of the U.K. from
the EU will have uncertain impacts on our transportation and logistics operations in Europe. In 2017, we derived
approximately 37% of our revenue in Europe, including 12% in the U.K. Any adverse consequences of Brexit, such
as a deterioration in the U.K.’s and/or EU’s economic condition, currency exchange rates, bilateral trade agreements
or regulation of trade, including the potential imposition of tariffs, could reduce demand for our services in the U.K.
and/or the EU, or otherwise have a negative impact on our operations, financial condition and results of operations.

We may not be able to successfully execute our growth strategy through acquisitions.

We intend to continue to expand through acquisitions to take advantage of market opportunities we perceive in the
transportation and logistics industries, as well as new markets that we may enter. While we intend to make
acquisitions in the future, we may experience delays or be unable to make the acquisitions we desire for a number of
reasons. Suitable acquisition candidates may not be available at purchase prices that are attractive to us or on terms
that are acceptable to us. In pursuing acquisition opportunities, we will compete with other companies, some of
which have greater financial and other resources than we do.

We are unable to predict the size, timing and number of acquisitions we may complete and may not complete any
acquisitions at all. In addition, we may incur expenses associated with sourcing, evaluating and negotiating
acquisitions (including those that are not completed), and we also may pay fees and expenses associated with
obtaining financing for acquisitions and with investment banks and others finding acquisitions for us. Any of these
amounts may be substantial, and together with the size, timing and number of acquisitions we pursue, may
negatively impact us and cause significant volatility in our financial results.

Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price
of our common stock.

We may fund any future acquisitions or our capital requirements from time to time, in whole or part, through sales or
issuances of our common stock or equity-based securities, subject to prevailing market conditions and our financing
needs. Future equity financing will dilute the interests of our then-existing stockholders, and future sales or
issuances of a substantial number of shares of our common stock or other equity-related securities may adversely
affect the market price of our common stock.

We do not own, and may not acquire, all of the outstanding shares of XPO Logistics Europe SA, the majority-
owned subsidiary through which we conduct our European operations.

We currently own 86.25% of the outstanding shares of XPO Logistics Europe, the majority-owned subsidiary
through which we conduct our European operations. We may not acquire the remaining shares of XPO Logistics
Europe. French law only permits “squeeze out” mergers when a holder owns more than 95% of the outstanding
shares. If we do not wholly-own XPO Logistics Europe, we will not have access to all of its cash flow to service our
debt, as we will only receive a prorated portion of any dividend based on our ownership percentage. In addition, we
will be subject to limitations on our ability to enter into transactions with XPO Logistics Europe that are not on
arms-length terms, which could limit synergies that we could otherwise achieve between our North American and
European operations. We also may not be able to consolidate XPO Logistics Europe with XPO Logistics France
SAS, XPO’s 100% owned French holding company, for tax purposes. Moreover, XPO Logistics Europe would be
forced to continue as a listed public company in France, thereby incurring certain recurring costs.

Volatility in fuel prices impacts our fuel surcharge revenues and may impact our profitability.

We are subject to risks associated with the availability and price of fuel, which are subject to political, economic and
market factors that are outside of our control.

Fuel expense constitutes one of the greatest costs to our LTL and full truckload carrier operations, as well as to our
fleet of independent contractor drivers and third-party transportation providers who complete the physical movement
of freight arranged by our other business operations. Accordingly, we may be adversely affected by the timing and
degree of fluctuations and volatility in fuel prices. As is customary in our industry, most of our customer contracts
include fuel-surcharge revenue programs or cost-recovery mechanisms to mitigate the effect of the fuel price
increase over base amounts established in the contract. However, these fuel surcharge mechanisms may not capture
the entire amount of the increase in fuel prices, and they also feature a lag between the payment for fuel and
collection of the surcharge revenue. Market pressures may limit our ability to assess fuel surcharges in the future.
The extent to which we are able to recover in full for fuel cost changes may also vary depending on the degree to
which we are not compensated due to empty and out-of-route miles or from engine idling during cold or warm
weather.

Decreases in fuel prices reduce the cost of transportation services and accordingly, will reduce our revenues and may
reduce margins for certain lines of business. Significant changes in the price or availability of fuel in future periods,
or significant changes in our ability to mitigate fuel price increases through the use of fuel surcharges, could have a
material adverse impact on our operations, fleet capacity and ability to generate both revenues and profits.

Extreme or unusual weather conditions can disrupt our operations, impact freight volumes, and increase our
costs, all of which could have a material adverse effect on our business results.

Certain weather conditions such as floods, ice and snow can disrupt our operations. Increases in the cost of our
operations, such as snow removal at our locations, towing and other maintenance activities, frequently occur during
the winter months. Natural disasters such as hurricanes and flooding can also impact freight volumes and increase
our costs.

Issues related to the intellectual property rights on which our business depends, whether related to our failure to
enforce our own rights or infringement claims brought by others, could have a material adverse effect on our
business, financial condition and results of operations.

We use both internally developed and purchased technology in conducting our business. Whether internally
developed or purchased, it is possible that the user of these technologies could be claimed to infringe upon or violate
the intellectual property rights of third parties. In the event that a claim is made against us by a third party for the
infringement of intellectual property rights, any settlement or adverse judgment against us either in the form of
increased costs of licensing or a cease and desist order in using the technology could have an adverse effect on us
and our results of operations.

We also rely on a combination of intellectual property rights, including copyrights, trademarks, domain names, trade
secrets, intellectual property licenses and other contractual rights, to establish and protect our intellectual property
and technology. Any of our owned or licensed intellectual property rights could be challenged, invalidated,
circumvented, infringed or misappropriated; our trade secrets and other confidential information could be disclosed
in an unauthorized manner to third-parties or we may fail to secure the rights to intellectual property developed by
our employees, contractors and others. Efforts to enforce our intellectual property rights may be time consuming and
costly, distract management’s attention and resources and ultimately be unsuccessful. Moreover, our failure to
develop and properly manage new intellectual property could adversely affect our market positions and business
opportunities.

Our failure to obtain, maintain and enforce our intellectual property rights could therefore have a material adverse
effect on our business, financial condition and results of operations.

We are subject to regulation, which could negatively impact our business.

Our operations are regulated and licensed by various governmental agencies in the United States and in foreign
countries in which we operate. These regulatory agencies have authority and oversight of domestic and international
transportation services and related activities, licensure, motor carrier operations, safety and security and other

matters. We must comply with various insurance and surety bond requirements to act in the capacities for which we
are licensed. Our subsidiaries and independent contractors must also comply with applicable regulations and
requirements of various agencies. Through our subsidiaries and business units, we hold various licenses required to
carry out our domestic and international services. These licenses permit us to provide services as a motor carrier,
property broker, indirect air carrier, OTI, NVOCC, freight forwarder, air freight forwarder, and ocean freight
forwarder. We also are subject to regulations and requirements promulgated by, among others, the DOT, FMCSA,
DHS, CBP, TSA, FMC, IATA, the Canada Border Services Agency and various other international, domestic, state,
and local agencies and port authorities. Certain of our businesses engage in the transportation of hazardous
materials, which subjects us to regulations with respect to transportation of such materials and environmental
regulations in the case of any accidents that occur during the transportation of materials and result in discharge of
such materials. Our failure to maintain our required licenses, or to comply with applicable regulations, could have a
material adverse impact on our business and results of operations. See the “Regulation” section of this Annual
Report on Form 10-K under the caption titled “Business” for more information.

In December 2010, the FMSCA established the CSA motor carrier oversight program under which drivers and fleets
are evaluated based on certain safety-related standards. Carriers’ safety and fitness ratings under CSA include the
on-road safety performance of the carriers’ drivers. The FMSCA has also implemented changes to the hours of
service regulations which govern the work hours of commercial drivers and recently adopted a rule that requires
commercial drivers who currently use paper log books to maintain hours-of-service records with ELDs by December
2017 and commercial drivers who use automatic on-board recording devices to adopt ELDs by December 2019. In
addition, FMCSA has issued a final rule that mandates the use of ELDs in certain over-the-road commercial motor
vehicles effective December 18, 2017. It is difficult to predict which and in what form CSA, the ELD mandate or
any other FMCSA regulations may be modified or enforced and what impact any such regulation may have on
motor carrier operations or the aggregate number of trucks that provide hauling capacity to the Company.

Future laws and regulations may be more stringent and require changes in our operating practices that influence the
demand for transportation services or require us to incur significant additional costs. We are unable to predict the
impact that recently enacted and future regulations may have on our businesses. Higher costs incurred by us, or
incurred by our independent contractors or third-party transportation providers who pass the increased costs on to us,
as a result of future new regulations could adversely affect our results of operations to the extent we are unable to
obtain a corresponding increase in price from our customers.

Failure to comply with trade compliance laws and regulations applicable to our operations may subject us to
liability and result in mandatory or voluntary disclosures to government agencies of transactions or dealings
involving sanctioned countries, entities or individuals.

As a result of our acquisition activities, we acquired companies with business operations outside the U.S., some of
which were not previously subject to certain U.S. laws and regulations, including trade sanctions administered by
the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”). In the course of implementing our
compliance processes with respect to the operations of these acquired companies, we have identified a number of
transactions or dealings involving countries and entities that are subject to U.S. economic sanctions. As disclosed in
our reports filed with the SEC, we filed initial voluntary disclosure of such matters with OFAC in August 2016. We
are continuing to investigate and intend to cooperate with regulatory authorities regarding these matters. We may, in
the future, identify additional transactions or dealings involving sanctioned countries, entities, or individuals. The
transactions or dealings that we have identified to date, or other transactions or dealings that we may identify in the
future, could result in negative consequences to us, including government investigations, penalties and reputational
harm.

Our Chairman and Chief Executive Officer controls a large portion of our stock and has substantial control over
us, which could limit other stockholders’ ability to influence the outcome of key transactions, including changes
of control.

Under applicable SEC rules, our Chairman and Chief Executive Officer, Mr. Bradley S. Jacobs, beneficially owns
approximately 15% of our outstanding common stock as of December 31, 2017. This concentration of share
ownership may adversely affect the trading price for our common stock because investors may perceive
disadvantages in owning stock in companies with concentrated stockholders. Our preferred stock votes together with

our common stock on an “as-converted” basis on all matters, except as otherwise required by law, and separately as
a class with respect to certain matters implicating the rights of holders of shares of the preferred stock. Accordingly,
Mr. Jacobs can exert substantial influence over our management and affairs and matters requiring stockholder
approval, including the election of directors and the approval of significant corporate transactions, such as mergers,
consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have
the effect of delaying or preventing a change of control, including a merger, consolidation, or other business
combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to
obtain control, even if that change of control would benefit our other stockholders. Additionally, significant
fluctuations in the levels of ownership of our largest stockholders, including shares beneficially owned by Mr.
Jacobs, could impact the volume of trading, liquidity and market price of our common stock.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

As of December 31, 2017, XPO and its subsidiaries operated approximately 1,455 locations, primarily in North
America and Europe, including approximately 200 locations owned or leased by our customers. These facilities are
located in all 48 states of the contiguous United States as well as globally.

We lease our current executive office located in Greenwich, Connecticut, as well as our national operations center in
Charlotte, North Carolina. As of December 31, 2017, we owned a shared-services center in Portland, Oregon and the
facility at which we conduct a portion of our expedited transportation operations in Buchanan, Michigan. In
addition, we owned 142 freight service centers for our LTL business and 42 properties throughout Europe. We
believe that our facilities are sufficient for our current needs and are in good condition in all material respects.

ITEM 3.

LEGAL PROCEEDINGS

We are involved, and will continue to be involved, in numerous legal proceedings arising out of the conduct of our
business. These proceedings may include, among other matters, 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 and
tortious interference with contract. These proceedings also include numerous purported class-action lawsuits, multi-
plaintiff and individual lawsuits and state tax and other administrative proceedings that claim either that our owner
operators or contract carriers should be treated as employees, rather than independent contractors, or that certain of
our drivers were not paid for all compensable time or were not provided with required meal or rest breaks. We are
currently engaged in several alleged independent contractor misclassification claims or other wage and hour claims
involving certain companies that we have acquired in our last mile, LTL, and intermodal businesses. These lawsuits
and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to
provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both. For
additional information about these matters, please refer to Note 16—Commitments and Contingencies of Item 8,
“Financial Statements and Supplementary Data.”

We do not believe that the ultimate resolution of any matters to which we are presently 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.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

Price Range of Common Stock

Our common stock is listed on the NYSE under the symbol “XPO.” The table below provides the high and low
closing sales prices for our common stock for the quarters included within 2017 and 2016.

High

Low

High

Low

2017

First

Second

Third

Fourth

52.54

64.76

67.78

42.71

44.99

54.99

92.17

64.64

2016

First

Second

Third

Fourth

32.01

33.89

37.22

19.56

23.30

24.43

49.35

32.17

As of February 7, 2018, there were approximately 201 record holders of our common stock, based upon data
available to us from our transfer agent. We have never paid, and have no immediate plans to pay, cash dividends on
our common stock. We currently plan to retain future earnings, if any, for use in the development of our business and
to enhance stockholder value through growth and continued focus on improving profitability. In addition, our current
credit agreement imposes, and we expect that any future credit agreement we enter into will impose, restrictions on
our ability to pay cash dividends on our common stock. Accordingly, we do not anticipate paying any cash dividends
on our common stock in the near future.

Stock Performance Graph

The graph below compares the cumulative 5-year total return of holders of our common stock with the cumulative
total returns, including reinvestment of any dividends, of the Russell 2000 Index and the Dow Jones Transportation
Average Index. The graph tracks the performance of a $100 investment in our common stock and in each index from
December 31, 2012 to December 31, 2017.

12/31/12

12/31/13

12/31/14

12/31/15

12/31/16

12/31/17

$
XPO Logistics, Inc.
Russell 2000
$
Dow Jones Transportation Average $

100.00
100.00
100.00

$
$
$

151.27
138.82
141.38

$
$
$

235.21
145.62
176.82

$
$
$

156.79
139.19
147.19

$
$
$

248.33
168.85
180.05

$
$
$

526.99
193.58
214.30

Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not have any unregistered sales of equity securities during the year ended December 31, 2017,
except as previously disclosed in its Quarterly Reports on Form 10-Q.

ITEM 6.

SELECTED FINANCIAL DATA

The following tables set forth our selected historical and quarterly consolidated financial data. During the periods
presented, we made a number of acquisitions, including the 2015 acquisitions of Con-way and ND, and have
included the results of operations of the acquired businesses from the date of acquisition. Additionally, we divested
our North American Truckload operations in the fourth quarter of 2016. As a result, our period to period results of
operations vary depending on the dates and sizes of these acquisitions and divestitures. Accordingly, this selected
financial data is not necessarily comparable or indicative of our future results. This financial data should be read
together with our Consolidated Financial Statements and related notes, Management’s Discussion and Analysis of
Financial Condition and Results of Operations, and other financial data appearing elsewhere in this Annual Report.

(In millions, except per share data)
Operating Results:

Revenue

Operating income (loss)
Income (loss) before income taxes
Net income (loss)(1)
Net income (loss) attributable to common
shareholders(2)
Per Share Data:

Basic earnings (loss) per share

Diluted earnings (loss) per share

Weighted-average common shares
outstanding

As of or For the Years Ended December 31,

2017

2016

2015

2014

2013

$ 15,380.8

$ 14,619.4

623.2
260.7

360.2

312.4

488.1
106.8

84.5

7,623.2
(28.6)
(282.5)
(191.6)

2,356.6
(40.9)
(89.7)
(63.6)

702.3
(52.3)
(71.0)
(48.5)

63.1

(245.9)

(107.4)

(51.5)

2.72

2.45

0.57

0.53

(2.65) $
(2.65)

(2.00) $
(2.00)

(2.26)
(2.26)

Basic
Diluted

Financial Position:

Total assets

Long-term debt, less current portion

Preferred stock

Total equity

114.9
127.8

110.2

122.8

92.8

53.6

$ 12,601.6

$ 11,698.4

$ 12,643.2

2,749.4

4,417.5

41.2

4,010.0

4,731.5

41.6

3,037.6

5,272.6

42.0

3,060.8

580.3

42.2

1,655.1

22.8

777.1

178.6

42.7

455.9

(1) As discussed further in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” our net income for 2017 included a $173.1 million benefit related to the revaluation of our
net deferred tax liabilities as a result of the “H.R.1”, formally known as the Tax Cuts and Jobs Act (the
“Act”).

(2) Net loss attributable to common shareholders for the years ended December 31, 2015 and December 31,
2014 reflect beneficial conversion charges of $52.0 million on the Series C Preferred Stock and $40.9
million on the Series B Preferred Stock, respectively, that were recorded as deemed distributions during the
third quarter of 2015 and the fourth quarter of 2014, respectively.

The Company’s unaudited results of operations for each of the quarters in the years ended December 31, 2017 and
2016 are summarized below:

(In millions, except per share data)
2017
Revenue

Operating income

Net income
Net income attributable to common shareholders(1)
Basic earnings per share(1)
Diluted earnings per share(1)
2016
Revenue

Operating income

Net income (loss)
Net income (loss) attributable to common shareholders(1)
Basic earnings (loss) per share(1)
Diluted earnings (loss) per share(1)

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter(2)(3)

$ 3,539.5

$ 3,760.3

$ 3,887.1

$ 4,193.9

113.6
24.9

19.5

0.18

0.16

185.0

186.8

57.2

47.6

0.43

0.38

71.0

57.5

0.49

0.44

137.8

207.1

188.5

1.57

1.42

$ 3,545.7

$ 3,683.3

$ 3,713.8

$ 3,676.6

62.4
(19.3)
(23.2)
(0.21)
(0.21)

170.3

168.8

50.4

42.6

0.39

0.35

21.3

13.8

0.13
0.11

86.6

32.1

27.3

0.25
0.22

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

(2) The fourth quarter of 2017 included a debt extinguishment loss of $22.4 million and a tax benefit of $173.1

million resulting from the enactment of the Act.

(3) The fourth quarter of 2016 included a debt extinguishment loss of $16.5 million.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The Company is organized into two reportable segments: Transportation and Logistics. The Transportation segment
provides freight brokerage, last mile, less-than-truckload (“LTL”), full truckload, and global forwarding services.
The Logistics segment provides a range of contract logistics services, including highly engineered and customized
solutions, value-added warehousing and distribution, cold chain logistics and other inventory solutions.

The Company’s chief executive officer, who is the chief operating decision maker (“CODM”), regularly reviews
financial information at the reporting segment level in order to make decisions about resources to be allocated to the
segments and to assess their performance. Segment results that are reported to the CODM include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis.

XPO Logistics, Inc.

Consolidated Summary Financial Table

For the Years Ended December 31,

(Dollars in millions)

Revenue

Cost of transportation and services

Direct operating expense

SG&A expense

Operating income (loss)

Other expense (income)

Foreign currency loss (gain)

Debt extinguishment loss

Interest expense

Income (loss) before income tax provision
(benefit)

Income tax provision (benefit)

2017

2016

2015

2017

2016

2015

$ 15,380.8

$ 14,619.4

$ 7,623.2

100.0 %

Percent of Revenue

8,128.8

4,972.3

1,656.5

7,886.0

4,594.1

1,651.2

4,171.4

2,367.0

1,113.4

(28.6)

(7.6)

44.8

—

216.7

(282.5)

(90.9)

(191.6)

52.9 %

32.3 %

10.8 %

4.0 %

(0.1)%

0.4 %

0.2 %

1.8 %

1.7 %

(0.6)%

2.3 %

53.9 %

31.4 %

11.3 %

3.4 %

(0.1)%

(0.3)%

0.5 %

2.5 %

0.8 %

0.2 %

0.6 %

54.7 %

31.0 %

14.6 %

(0.3)%

(0.1)%

0.6 %

— %

2.8 %

(3.6)%

(1.2)%

(2.4)%

488.1

(9.2)

(40.3)

69.7

361.1

106.8

22.3

84.5

623.2

(15.4)

57.6

36.0

284.3

260.7

(99.5)

Net income (loss)

360.2

Consolidated Results

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Our consolidated revenue for 2017 increased 5.2% to $15,380.8 million from $14,619.4 million in 2016. This
increase was primarily driven by growth in our European contract logistics business, improvement in LTL weight
per day, and growth in North American truck brokerage and Last Mile operations. These items were partially offset
by the October 2016 divestiture of our North American truckload operation, which had revenue of $431.9 million in
2016.

The cost of transportation and services increased by 3.1% in 2017 to $8,128.8 million from $7,886.0 million in
2016. As a percentage of revenue, cost of transportation and services decreased to 52.9% in 2017 compared to
53.9% in 2016. The reduction as a percentage of revenue was primarily driven by a lower mix of managed
transportation revenue in North American Supply Chain as well as a higher mix of contract logistics revenue in
Europe, partially offset by higher third-party transportation costs in freight brokerage and Last Mile operations. Cost
of transportation and services includes the cost of providing or procuring freight transportation services for XPO
customers, salaries paid to employee drivers in our full truckload and LTL businesses, and commissions paid to
independent station owners in our global forwarding business.

Direct operating expense for 2017 was $4,972.3 million, or 32.3% of revenue, compared to $4,594.1 million, or
31.4% of revenue, for 2016. The increase as a percentage of revenue was primarily driven by higher payroll and
temporary labor expense to support growth in our contract logistics business as well as the sale of the truckload
business. This was partially offset by the implementation of cost savings initiatives and improved dock efficiency in
our U.S. LTL business. Direct operating expenses are both fixed and variable expenses and consist of operating costs
related to our contract logistics facilities, last mile warehousing facilities, LTL service centers and European LTL
network. Direct operating costs consist mainly of personnel costs, facility and equipment expenses such as rent,
equipment maintenance and repair expenses, costs of materials and supplies, information technology expenses,
depreciation expense and utilities and other facility related costs.

Sales, general and administrative expense (“SG&A”) was $1,656.5 million in 2017, or 10.8% of revenue, compared
to $1,651.2 million, or 11.3% of revenue, in 2016. The improvement in SG&A as a percentage of revenue for 2017
primarily reflects savings from shared services, centralized procurement initiatives, lower professional services and
consulting costs, and technology-enabled labor efficiencies in our North American brokerage and intermodal
operations. SG&A consists of costs relating to customer acquisition, carrier procurement, billing, customer service,
salaries and related expenses of the executive and administrative staff, acquisition-related costs, office expenses,
technology services, professional fees and other purchased services relating to the aforementioned functions, and
depreciation and amortization expense.

Foreign currency loss was $57.6 million in 2017 compared to foreign currency gain of $40.3 million in 2016. The
loss in 2017 was primarily due to a $49.4 million loss on unrealized foreign currency option and forward contracts
due to the strengthening of the Euro and the British Pound relative to the U.S. dollar. The gain in 2016 was primarily
due to a $39.7 million gain on unrealized foreign currency option and forward contracts.

The debt extinguishment loss was $36.0 million in 2017 compared to $69.7 million in 2016. The loss in 2017
includes $8.3 million for the refinancing of the Company’s Term Loan facility, $22.4 million for the redemption of
the Senior Notes due 2021 and $5.3 million for the redemption of the Senior Notes due 2018. The loss in 2016
includes $35.2 million from the redemption of the Senior Notes due 2019, $18.0 million from the refinancing of the
Term Loan, and $16.5 million from the repurchase of Term Loan debt.

Interest expense for 2017 decreased 21.3% to $284.3 million from $361.1 million in 2016. The decrease in interest
expense reflects the reduction in average total indebtedness and the lower rates attributable to our recent
refinancings. The reduction in average total indebtedness reflects the benefit of utilizing the proceeds from the sale
of our North American Truckload operation in October 2016 to repurchase $555.0 million of outstanding
indebtedness.

The Company’s consolidated income before income tax for 2017 was $260.7 million, compared to $106.8 million
for 2016. The increase compared to the prior year was driven by significantly higher operating income at both our
Transportation and our Logistics segments, primarily due to revenue growth, cost saving initiatives and technology-
enabled labor efficiencies, and reduced interest expense, partially offset by foreign currency losses. With respect to
our U.S. operations, income before taxes increased by $348.0 million in comparison to the prior year reflecting a
$126.9 million increase in foreign exchange gains, a $109.7 million decrease in borrowing costs, a $100.5 million
increase in operating income, and a $10.9 million increase in other income. The income before tax of non-U.S.
operations decreased by $194.1 million reflecting a $207.8 million increase in foreign exchange losses, which were
partially offset by the gains in the U.S. due to our hedging strategies and naturally offsetting positions of
intercompany loans between the U.S. and non-U.S. entities. The significant difference between U.S. income before
tax of $278.2 million and non-U.S. loss before tax of $17.5 million reflects the fact that foreign exchange
movements benefited our U.S. operations and negatively impacted our non-U.S. operations in 2017, however, the
net effects to the total company were partially negated.

Our effective income tax rates in 2017 and 2016 were (38.2)% and 20.9%, respectively. The 2017 effective tax rate
was impacted primarily by a $173.1 million tax benefit related to the Act, $17.5 million tax benefit due to
differences between foreign tax rates and the U.S. tax rate, $13.3 million of incremental tax expense due to changes
in uncertain tax positions, $9.8 million tax benefit due to the revaluation of deferred tax liabilities resulting from
enacted tax law changes in France and Belgium that lowered the statutory tax rates, and $8.6 million of excess tax
benefit from stock-based compensation. The 2016 effective tax rate was impacted primarily by a $13.1 million tax

benefit due to the revaluation of deferred tax liabilities resulting from an enacted tax law change in France that
lowered the statutory tax rate and a $5.0 million tax benefit from stock-based compensation.

On December 22, 2017, the Act was signed and enacted into law. The Act provides for significant changes to the
U.S. Internal Revenue Code of 1986, as amended (the “IRC”). The Act is generally applicable to corporations
beginning January 1, 2018.

While the Company anticipates further regulatory guidance to be issued that may require additional detailed analysis
to assess the actual impact of the Act, the Company has evaluated and analyzed the impact of various provisions in
the Act on its operations and financial statements and has reached the following preliminary conclusions:

• The reduction in the U.S. corporate federal statutory tax rate from 35% to 21% requires a one-time

revaluation of our net deferred tax liabilities to reflect the benefit of the lower tax rate.

• The Company expects the benefit from applying the lower federal statutory tax rate to future U.S. earnings

to be a material improvement to earnings per share and cash flow.

• The Act requires a one-time tax on the “mandatory deemed repatriation” of accumulated foreign earnings

as of December 31, 2017. The Company does not expect to incur a tax liability on the mandatory
repatriation.

• The Company does not expect to incur material U.S. tax liabilities from other Act provisions related to

future foreign earnings such as the Base Erosion and Anti-Abuse Tax (“BEAT”) or the Global Intangible
Low-Taxed Income (“GILTI”) provisions.

• The Act repealed the corporate alternative minimum tax (“AMT”) and allows a refund of existing AMT

carryovers during the years 2018 through 2021. The Company has $6.2 million of AMT carryover of which
$5.1 million is expected to be utilized against future regular income tax liabilities and the remaining $1.1
million is expected to be refunded.

• The Company expects to benefit from the provision in the Act that allows 100% expensing of qualified

personal tangible property acquired through the year 2022.

• The Act contains many other complex provisions, such as limitations on the deductibility of interest

expense and certain executive compensation. The Company does not expect these provisions to materially
impact its financial results.

The ultimate impact of the Act may differ from these preliminary conclusions due to changes in interpretations and
assumptions made by the Company as well as additional regulatory guidance that may be issued. At this time, the
Company believes all preliminary conclusions reported are reasonably estimated but may adjust them over time as
more information becomes available. Future adjustments, if any, will be disclosed in its financial statements.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Our consolidated revenue for 2016 increased 91.8% to $14,619.4 million from $7,623.2 million in 2015. This
increase was driven by the 2015 acquisitions of ND, Con-way, Bridge Terminal Transport Services, Inc. (“BTT”)
and UX Specialized Logistics, LLC (“UX”), as well as organic growth. On October 30, 2015, XPO acquired Con-
way, a leading provider of LTL and logistics services in the U.S., Europe and Asia. On June 8, 2015, XPO acquired a
majority interest in ND, a leading provider of transportation and logistics services in Western Europe.

The increase in cost of transportation and services of 89.0% from 2015 to 2016 was primarily the result of the
acquisitions of ND, Con-way and BTT. As a percentage of revenue, cost of transportation and services decreased to
53.9% in 2016 compared to 54.7% in 2015, primarily as a result of a shift in the mix of our business with a more
significant component of our revenue being attributable to the LTL and European transportation service offerings
following the acquisitions of ND and Con-way.

Direct operating expense for 2016 was $4,594.1 million, or 31.4% as a percentage of revenue, compared to $2,367.0
million, or 31.0% as a percentage of revenue, for 2015. Direct operating expense increased primarily due to the
acquisitions of ND and Con-way and growth to support the last mile business.

SG&A increased to $1,651.2 million in 2016 from $1,113.4 million in 2015 primarily due to SG&A associated with
acquisitions. SG&A as a percentage of revenue decreased to 11.3% in 2016 as compared to 14.6% in 2015. The
decrease is attributable to a reduction in acquisition-related costs, a change in the mix of the Company’s business
operations resulting from the acquisition of Con-way, and the cost saving measures being implemented as part of the
integration of acquired businesses, particularly in our LTL service offering.

Foreign currency gain was $40.3 million in 2016 compared to foreign currency loss of $44.8 million in 2015. The
gain in 2016 was primarily due to a $39.7 million gain on unrealized foreign currency option and forward contracts.
The loss in 2015 was primarily due to $31.7 million foreign currency transaction and remeasurement losses on the
cash held to purchase ND and a $9.7 million loss on the forward contract related to the ND acquisition.

The debt extinguishment loss of $69.7 million in 2016 includes $35.2 million from the redemption of the Senior
Notes due 2019, $18.0 million from the refinancing of the Term Loan, and $16.5 million from the repurchase of
Term Loan debt.

Interest expense for 2016 increased 66.6% to $361.1 million from $216.7 million in 2015. The increase in interest
expense was primarily attributable to the increased indebtedness incurred by the Company in order to fund the 2015
acquisitions of Con-way and ND. Average total indebtedness increased approximately 72% from 2015 to 2016,
consistent with the increase in interest expense.

The Company’s consolidated income before income tax provision for 2016 was income of $106.8 million, compared
to a loss of $282.5 million for 2015. The increase compared to the prior year was driven by significantly higher
operating income at both our Transportation and our Logistics segments, primarily due to our 2015 acquisitions of
ND in June 2015 and Con-way in October 2015 and foreign currency gains, partially offset by higher interest
expense and the 2016 debt extinguishment loss. With respect to our U.S. operations, loss before taxes decreased by
$235.9 million in comparison to the prior year reflecting the full year impact of our acquisition of Con-way, partially
offset by increased interest expense due to higher average debt balances. Our non-U.S. operations’ income before
tax increased by $153.4 million reflecting the full year impact of our acquisition of ND. The significant difference
between our U.S. loss before tax of $69.8 million and non-U.S. income before income tax of $176.6 million reflects
the fact that substantially all of the financing costs associated with debt we have issued to finance our operations and
fund acquisitions is reflected within our U.S. results.

Our effective income tax rates in 2016 and 2015 were 20.9% and 32.2%, respectively. The 2016 effective tax rate
was impacted primarily by a revaluation of deferred tax liabilities resulting from an enacted tax law change in
France that lowered the statutory tax rate and tax benefits from stock-based compensation. The 2015 effective tax
rate was impacted primarily by a pretax book loss and changes in the geographic earnings mix. For both periods, the
effective income tax rates reflect the Company’s intention to permanently reinvest earnings of its foreign
subsidiaries.

Transportation

Summary Financial Table

For the Years Ended December 31,

(Dollars in millions)
Revenue

Operating income

2017

2016

2015

2017

2016

2015

$ 9,820.5

$ 9,457.3

$ 4,924.4

100.0%

538.8

438.0

51.6

5.5%

4.6%

1.1%

Percent of Revenue

Note: Total depreciation and amortization for the Transportation segment included in cost of transportation and
services, direct operating expense and SG&A was $439.4 million, $449.1 million and $226.5 million for the years
ended December 31, 2017, 2016, and 2015, respectively.

Transportation

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Revenue in our Transportation segment increased by 3.8% to $9,820.5 million in 2017 compared to $9,457.3 million
in 2016. The increase was primarily driven by 16.6% revenue growth in our U.S. last mile service offering; 16.8%
growth in U.S. freight brokerage; and a 5.1% increase in weight per day within our U.S. LTL business. The impact
of these items was partially offset by the divestiture of our North American truckload operations, which had revenue
of $431.9 million in 2016, and lower revenue in global forwarding.

Operating income increased in 2017 to $538.8 million, compared to $438.0 million in 2016. The improvement was
driven primarily by: strong revenue growth; a reduction in direct operating expenses due to the implementation of
cost savings initiatives and improved dock efficiency in the U.S. LTL business; and lower SG&A from centralized
support functions in the European transportation business and technology-enabled labor efficiencies in our North
American brokerage and intermodal operations. This was partially offset by the sale of the North American
truckload operations.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Revenue in our Transportation segment increased by 92.0% to $9,457.3 million in 2016 compared to $4,924.4
million in 2015. This increase was driven largely by the acquisitions of ND, Con-way, BTT and UX, as well as
organic growth led by the last mile business.

Operating income increased in 2016 to $438.0 million, compared to $51.6 million in 2015. The improvement was
driven by revenue growth, partially offset by an increase in direct operating expense due to acquisitions and growth
to support the last mile business and an increase in SG&A associated with new acquisitions and transaction and
integration costs.

Logistics

Summary Financial Table

For the Years Ended December 31,

(Dollars in millions)
Revenue

Operating income

2017

2016

2015

2017

2016

2015

$ 5,722.7

$ 5,323.9

$ 2,768.4

100.0%

249.2

209.5

81.6

4.5%

4.0%

3.0%

Percent of Revenue

Note: Total depreciation and amortization for the Logistics segment included in cost of transportation and services,
direct operating expense and SG&A was $211.0 million, $192.3 million and $136.9 million for the years ended
December 31, 2017, 2016 and 2015, respectively.

Logistics

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Revenue in our Logistics segment increased by 7.5% to $5,722.7 million in 2017 compared to $5,323.9 million in
2016. The increase in revenue was driven by strong demand for contract logistics in both Europe and North
America, partially offset by a decline in managed transportation revenue. European logistics revenue growth
reflected a significant benefit from new contract starts with e-commerce and cold chain customers in the United
Kingdom, Italy and the Netherlands. In North America, the largest gains came from the e-commerce, industrial, and
consumer packaged goods sectors.

Operating income increased in 2017 to $249.2 million, compared to $209.5 million in 2016. The improvement was
driven by strong revenue growth, partially offset by an increase in direct operating expense and SG&A driven by
new contract startups that resulted in higher temporary labor costs and payroll expenses.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Revenue in our Logistics segment increased by 92.3% to $5,323.9 million in 2016 compared to $2,768.4 million in
2015. This increase was driven by the acquisitions of ND and Con-way.

Operating income increased in 2016 to $209.5 million, compared to $81.6 million in 2015. The improvement was
driven by revenue growth, partially offset by increases in direct operating expense and SG&A due to acquisitions.

Liquidity and Capital Resources

Our principal existing sources of cash are cash generated from operations and borrowings available under the
Second Amended and Restated Revolving Loan Credit Agreement (the “ABL Facility”). Availability under the ABL
Facility is based on a borrowing base of $1.0 billion, taking into account outstanding letters of credit of $244.6
million. As of December 31, 2017, we had availability under the ABL Facility of $655.4 million. As of
December 31, 2017, we had $590.8 million of working capital, including cash and cash equivalents of $396.9
million, compared to working capital of $342.0 million, including cash and cash equivalents of $373.4 million, as of
December 31, 2016. This increase of $248.8 million in working capital during the period was mainly due to higher
sales that resulted in increased accounts receivable, partially offset by an increase in accrued expenses largely
related to higher performance-based compensation.

We continually evaluate our liquidity requirements, capital needs and the availability of capital resources based on
our operating needs and our planned growth initiatives. We believe that our existing sources of cash will be
sufficient to support our existing operations over the next 12 months.

Redemption of Senior Notes due 2021

In December 2017, the Company redeemed all of its outstanding senior notes due June 2021 (the “2021 Notes”) that
were originally issued in 2015. The redemption price for the 2021 Notes was 102.875% of the principal amount of
the 2021 Notes, plus accrued and unpaid interest to, but excluding, the date of redemption. The redemption was
funded using cash on hand at the date of the redemption. The loss on debt extinguishment was $22.4 million.

European Trade Securitization Program

In October 2017, XPO Logistics Europe SA (“XPO Logistics Europe”), in which the Company holds an 86.25%
controlling interest, entered into a European trade receivables securitization program for an aggregate maximum
amount of €270 million (approximately $324 million as of December 31, 2017) for a term of three years co-arranged
by Crédit Agricole and HSBC. Under the terms of the program, XPO Logistics Europe, or one of its wholly-owned
subsidiaries in the United Kingdom or France, sells trade receivables to XPO Collections Designated Activity
Company Limited (“XCDAL”), a wholly-owned bankruptcy remote special purpose entity of XPO Logistics
Europe. The receivables are funded by senior variable funding notes denominated in the same currency as the
corresponding receivables. XCDAL is considered a variable interest entity and is consolidated by XPO Logistics
Europe based on its control of the entity’s activities. The receivable balances under this program is reported as
accounts receivable on the Company’s consolidated balance sheet and the obligation to return the cash it receives is
included in the Company’s long-term debt. At December 31, 2017, the remaining borrowing capacity was €17.7
million (approximately $21.2 million) and the weighted-average interest rate was 1.06%. In the first quarter of 2018,
the aggregate maximum amount under the program was increased to €350 million (approximately $420 million).

The receivables securitization program provides additional liquidity to fund XPO Logistics Europe’s operations.
Borrowings under the program will bear interest at lenders’ cost of funds plus a margin of 1.05%. The receivables
securitization program contains representations and warranties, affirmative and negative covenants, termination
events, events of default, indemnities and other obligations on the part of XPO Logistics Europe, certain of its
subsidiaries, and XCDAL which are customary for transactions of this nature.

Redemption of Senior Notes due 2018

In August 2017, the Company redeemed all of its outstanding 7.25% senior notes due January 2018 (the “2018
Notes”). The 2018 Notes were assumed in connection with the Company’s acquisition on Con-way. The redemption
price for the 2018 Notes was 102.168% of the principal amount of the 2018 Notes, plus accrued and unpaid interest

to, but excluding, the date of redemption. The redemption was funded using cash on hand at the date of the
redemption. The loss on debt extinguishment was approximately $5.3 million.

Equity Offering

In July 2017, the Company completed a registered underwritten offering of 11 million shares of its common stock at
a public offering price of $60.50 (the “Offering”). Of the 11 million shares of common stock, 5 million shares were
offered directly by the Company and 6 million shares were offered in connection with forward sale agreements (the
“Forward Sale Agreements”) described below. The Offering closed on July 25, 2017.

In connection with the Offering, the Company entered into separate Forward Sale Agreements with Morgan Stanley
& Co. LLC and JPMorgan Chase Bank, National Association, London Branch (the “Forward Counterparties”)
pursuant to which the Company has agreed to sell, and each Forward Counterparty agreed to purchase, 3 million
shares of the Company’s common stock (or 6 million shares of the Company’s common stock in the aggregate)
subject to the terms and conditions of the Forward Sale Agreements, including the Company’s right to elect cash
settlement or net share settlement. The initial forward price under each of the Forward Sale Agreements is $58.08
per share (which was the public offering price of our common stock, less the underwriting discount) and is subject to
certain adjustments pursuant to the terms of the Forward Sale Agreements. Settlement of each of the Forward Sale
Agreements must occur no later than one year after the closing of the Offering but may occur earlier at the option of
the Company or, in certain circumstances described in the Forward Sale Agreements, at the option of the relevant
Forward Counterparty. A Forward Counterparty’s decision to exercise its right to accelerate the Forward Sale
Agreements entered into with it and to require the Company to settle the Forward Sale Agreements will be made
irrespective of the Company’s interests, including the Company’s need for capital. The Company could be required
to issue and deliver the Company’s common stock under the terms of the physical settlement provisions of the
Forward Sale Agreements irrespective of the Company’s capital needs, which would result in dilution to the
Company’s earnings per share and return on equity.

The Company received proceeds of $290.4 million ($287.6 million net of fees and expenses) from the sale of 5
million shares of common stock in the Offering. The Company has not received any proceeds from the sale of shares
of its common stock by the Forward Counterparties pursuant to the Forward Sale Agreements. The Company used
the net proceeds of the shares issued and sold by the Company in the Offering and expects to use any net proceeds
received upon the settlement of the Forward Sale Agreements for general corporate purposes, which may include
strategic acquisitions and the repayment or refinancing of outstanding indebtedness.

Refinancing of Existing Term Loan

In March 2017, the Company entered into a Refinancing Amendment (Amendment No. 2 to Credit Agreement) (the
“Second Amendment”), by and among XPO, its subsidiaries signatory thereto, as guarantors, the lenders party
thereto and Morgan Stanley Senior Funding, Inc., in its capacity as administrative agent (the “Administrative
Agent”), amending that certain Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as
amended, amended and restated, supplemented or otherwise modified, including by that certain Incremental and
Refinancing Amendment (Amendment No. 1 to Credit Agreement) (the “First Amendment”), dated as of August 25,
2016, the “Term Loan Credit Agreement”).

Pursuant to the Second Amendment, the outstanding $1,481.9 million principal amount of term loans under the Term
Loan Credit Agreement (the “Existing Term Loans”) were replaced with $1,494.0 million in aggregate principal
amount of new term loans (the “Current Term Loans”) having substantially similar terms as the Existing Term
Loans, other than with respect to the applicable interest rate and prepayment premiums in respect of certain
voluntary prepayments. Proceeds from the Current Term Loans were used primarily to refinance the Existing Term
Loans and to pay interest, fees and expenses in connection therewith.

The interest rate margin applicable to the Current Term Loans was reduced from 2.25% to 1.25%, in the case of base
rate loans, and from 3.25% to 2.25%, in the case of LIBOR loans and the LIBOR floor was reduced from 1.0% to
0%. The interest rate on the Current Term Loans was 3.60% at December 31, 2017. The Current Term Loans
maturity date remains October 30, 2021. The refinancing resulted in a debt extinguishment charge of $8.3 million
during the twelve months ended December 31, 2017.

In August 2016, the Company entered into the First Amendment, pursuant to which the outstanding $1,592.0 million
principal amount of term loans under the Term Loan Credit Agreement (the “Old Term Loans”) were replaced with a
like aggregate principal amount of new term loans (the “New Term Loans”) having substantially similar terms as the
Old Term Loans, other than with respect to the applicable interest rate and prepayment premiums in respect of
certain voluntary prepayments. Of the $1,592.0 million of term loans which were refinanced, $1,197.2 million were
exchanged and represent a non-cash financing activity. The interest rate margin applicable to the New Term Loans
was reduced from 3.50% to 2.25%, in the case of base rate loans, and from 4.50% to 3.25%, in the case of LIBOR
loans. The interest rate at December 31, 2016 was 4.25%. Debt extinguishment costs related to various lenders
exiting the syndicate were $18.0 million.

In addition, pursuant to the First Amendment, the Company borrowed an additional $400.0 million of Incremental
Term B-1 Loans (the “Incremental Term B-1 Loans”) and an additional $50.0 million of Incremental Term B-2
Loans (the “Incremental Term B-2 Loans”). The New Term Loans, Incremental Term B-1 Loans and Incremental
Term B-2 Loans have identical terms, other than with respect to original issue discount, and will mature on October
30, 2021.

North American Truckload Operations

In October 2016, pursuant to a Stock Purchase Agreement between the Company and a subsidiary of TransForce Inc.
(“TransForce”), the Company divested its North American Truckload operations (formerly known as Con-way
Truckload) for approximately $558.0 million cash consideration, subject to certain adjustments. As the proceeds
from the sale equaled the carrying value (inclusive of goodwill), there was no gain or loss recognized in connection
with this divestiture. In November 2016, the Company used the proceeds from sale of the North American Truckload
operations to repurchase $555.0 million of Term Loan debt at par. The repurchase of debt resulted in a non-cash debt
extinguishment charge of $16.5 million in the fourth quarter of 2016.

Redemption of Senior Notes due 2019

In September 2016, XPO redeemed all of its outstanding 7.875% Senior Notes due 2019. The redemption price for
the Senior Notes due 2019 was 103.938% of the principal amount of the Senior Notes due 2019, plus accrued and
unpaid interest to, but excluding, the date of redemption. Debt extinguishment costs were $35.2 million.

Issuance of Senior Notes Due 2023

In August 2016, the Company completed a private placement of $535.0 million aggregate principal amount of
6.125% senior notes due September 1, 2023 (“Senior Notes due 2023”). The Senior Notes due 2023 bear interest
payable semiannually, in cash in arrears and mature on September 1, 2023.

Loan Covenants and Compliance

As of December 31, 2017, we were in compliance with the covenants and other provisions of our debt agreements.
Any failure to be in compliance with any material provision or covenant of these agreements could have a material
adverse effect on our liquidity and operations.

Sources and Uses of Cash

During 2017, we: (i) generated cash from operating activities of $798.6 million, (ii) generated proceeds from sales
of assets of $79.1 million, (iii) received proceeds from our common stock offering of $287.6 million and (iv)
received proceeds, net of repayments, on our ABL facility of $70.0 million. We used cash during this period
principally to (i) purchase property and equipment of $503.8 million, (ii) make repurchases, net of proceeds, of
$567.4 million on our debt, (iii) make payments on long-term debt and capital leases of $106.4 million, (iv) make
payments for debt issuance costs in connection with the refinancing of our Term Loan facility and issuance of senior
variable funding notes in connection with the European trade securitization program of $16.8 million and (v) make
payments for tax withholdings on restricted shares of $16.6 million.

During 2016, we: (i) generated cash from operating activities of $625.4 million, (ii) generated proceeds from sales
of a business and assets of $616.6 million and (iii) received proceeds, net of repayments, on our ABL facility of
$30.0 million. We used cash during this period principally to (i) purchase property and equipment of $483.4 million,
(ii) make repurchases, net of proceeds, of $511.4 million on our debt, (iii) make payments on long-term debt and

capital leases of $151.4 million, (iv) make payments for debt issuance costs of $25.8 million and (v) make payments
for tax withholdings on restricted shares of $11.1 million.

Cash flows from operating activities for 2017 increased by $173.2 million compared to the prior year due to higher
cash-related net income of $240.6 million, partially offset by net movements in operating assets and liabilities of
$67.4 million. The increase in cash-related net income was primarily due to higher revenues in our transportation
and logistics segments. The changes in the balances of operating assets and liabilities in 2017 compared to 2016
primarily resulted from higher revenues, which led to a higher accounts receivable position on a year-over-year
basis, partially offset by the timing of working capital payments. Additionally, cash flows from operating activities
was favorably impacted by lower cash paid for interest of $88.9 million compared to the prior year due to lower
average debt balances and more favorable interest rates in 2017, primarily from the redemption of our Senior Notes
due 2019 and debt refinancings.

Cash flows from operating activities for 2016 increased by $534.6 million compared to the prior year due to higher
cash-related net income of $689.8 million, partially offset by net movements in operating assets and liabilities of
$155.2 million. The increase in cash-related net income was primarily a result of the full year impact of the ND and
Con-way acquisitions that were completed in 2015. The changes in the balances of operating assets and liabilities in
2016 compared to the prior year was significantly impacted by both the post-acquisition growth of the acquired
companies and organic growth of our legacy business, driving higher revenues and leading to a higher accounts
receivable position on a year-over-year basis. Additionally, cash flows from operating activities was adversely
impacted by higher cash paid for interest of $194.9 million due to increased indebtedness to fund the 2015
acquisitions of Con-way and ND.

Investing activities used $424.7 million of cash in 2017 compared to $142.0 million generated in 2016 and $4,085.4
million used in 2015. During 2017, the Company used $503.8 million of cash to purchase fixed assets and received
$79.1 million from the sale of assets. During 2016, the Company received $547.7 million from the sale of its North
American Truckload operations, used $483.4 million of cash to purchase fixed assets and received $68.9 million
from the sale of assets. During 2015, the Company used $3,887.0 million of cash in acquisitions (net of cash
acquired), $249.0 million to purchase fixed assets and received $60.3 million from the sale of assets.

Financing activities used $366.4 million in 2017 compared to $680.8 million used in 2016 and $3,644.9 million
generated in 2015. The primary use of cash in 2017 was the $1,386.6 million repurchase of debt, consisting of the
refinancing of the term loan and redemptions of the Senior Notes due 2021 and 2018, and the $106.4 million
repayment of debt and capital leases. The main source of cash from financing activities in 2017 was the $802.4
million of net proceeds from the issuance of long-term debt, consisting of the refinancing of the term loan and
amounts received under the senior variable funding notes in connection with our European trade securitization
program, and $287.6 million net proceeds from the issuance of common stock. In 2016, our primary use of cash was
the $1,889.2 million repurchase of debt and the $151.4 million repayment of debt and capital leases. The main
source of cash from financing activities in 2016 was the $1,352.0 million of net proceeds from the issuance of long-
term debt. In 2015, our primary source of cash was the $4,108.9 million of net proceeds from the issuance of long-
term debt and $1,228.1 million of net proceeds from the issuance of preferred and common stock. The primary uses
of cash from financing activities were the repayment of $1,215.6 million of debt and the purchase of the
noncontrolling interest in ND of $459.7 million.

Defined Benefit Pension Plans

We maintain defined benefit plans for certain employees in the U.S. as well as internationally. The largest of these
plans include the funded U.S. plan, the unfunded U.S. plan and the funded U.K. plan, which we refer to as defined
benefit pension plans. We have historically realized income, rather than expense, from these plans. We generated
aggregate income from our U.S. and U.K. plans of $44.4 million in 2017, $27.5 million in 2016 and $8.2 million in
2015. The plans have been generating income due to their funded status and since they do not allow for new plan
participants or additional benefit accruals.

Defined benefit pension plan amounts are calculated using various actuarial assumptions and methodologies.
Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates,
and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets
represent our best estimates based on information available regarding historical experience and factors that may

cause future expectations to differ. Differences in actual experience or changes in assumptions could materially
impact our obligation and future expense or income.

Discount Rate

In determining the appropriate discount rate, we are assisted by actuaries who utilize a yield-curve model based on a
universe of high-grade corporate bonds (rated AA or better by Moody’s, S&P or Fitch rating services). The model
determines a single equivalent discount rate by applying the yield curve to expected future benefit payments.

The discount rates used in determining the net periodic benefit costs and benefit obligations are as follows:

U.S. Qualified Plans

U.S. Non-Qualified Plans

U.K. Plan

2017

2016

2017

2016

2017

2016

Discount rate - net periodic benefit costs

3.83% - 4.35%

4.65%

4.35%

Discount rate - benefit obligations

3.55% - 3.71%

4.35% 3.21% - 3.60%

4.65%

4.35%

2.70%

2.53%

3.75%

2.70%

A 25 basis point increase or decrease in the discount rate would increase or decrease the Company’s 2017 pre-
tax pension income by approximately $2 million each for the U.S. plans and U.K. plan, respectively.

In 2018, the Company will change how it estimates the interest cost component of net periodic cost for its U.S. and
U.K. pension benefit plans. Previously, the Company estimated the interest cost component utilizing a single
weighted-average discount rate derived from the yield curve used to measure the benefit obligation. The new
estimate utilizes a full yield curve approach in the estimation of this component by applying the specific spot rates
along the yield curve used in the determination of the benefit obligation to each of the underlying projected cash
flows based on time until payment. The new estimate provides a more precise measurement of interest costs by
improving the correlation between projected benefit cash flows and their corresponding spot rates. The change does
not affect the measurement of the Company’s U.S. and U.K. pension benefit obligation and it is accounted for as a
change in accounting estimate, which will be applied prospectively.

Rate of Return on Plan Assets

We estimate the expected return on plan assets using current market expectations as well as historical returns. The
expected return on plan assets is based on estimates of long-term expected returns and considers the plans’
anticipated asset allocation over the course of the next year. The plan assets are managed pursuant to a long-term
allocation strategy that seeks to mitigate the plans’ funded status volatility by increasing the plans’ investment in
fixed-income investments over time. This strategy was developed by analyzing a variety of diversified asset-class
combinations in conjunction with the projected liabilities of the plans. For the year ended December 31, 2017, our
expected return on plan assets was $93.2 million for U.S. Plans and $59.9 million for the U.K. Plan, compared to the
actual return on plan assets of $268.6 million for U.S. Plans and $108.9 million for the U.K. Plan. The actual
annualized return on plan assets for the U.S. Plans for the year ended December 31, 2017 was approximately 16%,
which was above the expected return on asset assumption for the year as a result of strong performance of the fixed
income portfolio, which made up over three-fourths of total plan assets during the year, as well as strong equity
performance in the balance of the portfolio. The actual annualized return on plan assets for the U.K. Plan for the
year ended December 31, 2017 was approximately 9%, which was above the expected return on asset assumption
for the year as a result of strong performance across all asset classes. A 25 basis point increase or decrease in the
expected return on plan assets would decrease or increase the Company’s 2017 pre-tax pension income by
approximately $4 million for the U.S. plans and $3 million for the U.K. plan.

Actuarial Gains and Losses

Changes in the discount rate and/or differences between the expected and actual rate of return on plan assets results
in unrecognized actuarial gains or losses. For our defined benefit pension plans, accumulated unrecognized actuarial
gains were $4.5 million for the U.S. Plans and $44.3 million for the U.K. Plan at December 31, 2017. The portion of
the unrecognized actuarial gain/loss that exceeds 10% of the greater of the projected benefit obligation or the fair
value of plan assets at the beginning of the year is amortized and recognized as income/expense over the estimated
average remaining life expectancy of plan participants. We do not expect to recognize any amortization of actuarial
gain or loss in our net periodic benefit expense (income) for 2018.

Lump Sum Payout

During 2017, the Company offered eligible former employees, who had not yet commenced receiving their pension
benefit, an opportunity to receive a lump sum payout of their vested pension benefit. On December 1, 2017, in
connection with this offer, one of the Company’s pension plans paid $142.3 million from pension plan assets to
those who accepted this offer, thereby reducing its pension benefit obligations. The transaction had no cash impact
on the Company but did result in a non-cash pre-tax pension settlement gain of $0.8 million. As a result of the lump
sum payout, the Company re-measured the funded status of its pension plan as of the settlement date. To calculate
this pension settlement charge, the Company utilized a discount rate of 4.35% through the measurement date and
3.83% thereafter.

Effect on Operating Results

The effects of the defined benefit pension plans on our operating results consist primarily of the net effect of the
interest cost on plan obligations for the U.S. Plans and the U.K. Plan, and the expected return on plan assets. We
estimate that the defined benefit pension plans will contribute annual pre-tax income in 2018 of $32.4 million for the
U.S. Plans and $41.4 million for the U.K. Plan.

Funding

In determining the amount and timing of pension contributions for the U.S. Plans, we consider our cash position, the
funded status as measured by the Pension Protection Act of 2006 and generally accepted accounting principles, and
the tax deductibility of contributions, among other factors. We made $5.2 million of contributions to the U.S. Non-
Qualified Plans in 2017 and $5.4 million in 2016. We estimate that we will make $5.4 million of contributions to the
U.S. Non-Qualified Plans in 2018. We made no contributions to the U.S. Qualified Plans in 2017 and 2016. We do
not anticipate making any contributions to the U.S. Qualified Plans in 2018.

For the U.K. Plan, the amount and timing of pension contributions is determined in accordance with U.K. pension
codes and trustee negotiations. We made contributions of $13.3 million and $14.2 million to the U.K. Plan in 2017
and 2016, respectively. We estimate that we will make $13.2 million of contributions to the U.K. Plan in 2018.

For additional information, refer to Note 11—Employee Benefit Plans of Item 8, “Financial Statements and
Supplementary Data.”

Contractual Obligations

The following table reflects our contractual obligations as of December 31, 2017:

(In millions)
Contractual Obligations

Capital leases payable
Operating leases

Purchase commitments

Long-term debt

Interest on long-term debt

Payments Due by Period

Total

2018

2019-2020

2021-2022

Thereafter

263.5

50.0

85.9

74.2

1,978.5

89.0

4,436.0

1,207.3

517.9

47.5

61.0

212.7

676.3

32.5

443.6

428.0

388.5

9.0

3,095.2

302.6

53.4

395.8

—

836.2

264.0

Total contractual cash obligations

7,974.3

889.1

1,666.3

3,869.5

1,549.4

At December 31, 2017, our Consolidated Balance Sheet reflects a long-term liability of $418.8 million for deferred
taxes and approximately $25 million for unrecognized tax benefits reserve. As the timing of future cash outflows for
these liabilities is uncertain, they are excluded from the above table. Actual amounts of contractual cash obligations
may differ from estimated amounts due to changes in foreign currency exchange rates. We anticipate net capital
expenditures to be between $450 million and $475 million in 2018.

Off-Balance Sheet Arrangements

The Company guarantees the lease payments of certain tractor and trailer equipment utilized by subcontractor
carriers. These guarantees continue through the end of the lease of the equipment, which is typically four years. The
maximum amount of the guarantee is limited to the amount of unpaid principal and interest. As of December 31,
2017, the maximum amount of these guarantees was approximately $15.4 million.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles.
A summary of our significant accounting policies is contained in Note 2—Basis of Presentation and Significant
Accounting Policies to our consolidated financial statements. In applying many accounting principles, we make
assumptions, estimates and/or judgments. These assumptions, estimates and/or judgments are often subjective and
may change based on changing circumstances or changes in our analysis. Material changes in these assumptions,
estimates and/or judgments have the potential to materially alter our results of operations. We have identified below
our accounting policies that we believe could potentially produce materially different results if we were to change
underlying assumptions, estimates and/or judgments. Although actual results may differ from those estimates, we
believe the estimates are reasonable and appropriate.

Evaluation of Goodwill

Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill
is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss
may have been incurred. Application of the goodwill impairment test requires judgment, including: the identification
of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units;
and a determination of the fair value of each reporting unit.

As more fully described in Note 2—Basis of Presentation and Significant Accounting Policies, the Company
adopted Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350):
“Simplifying the Accounting for Goodwill Impairment” in connection with its annual impairment test as of August
31, 2017. ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure
goodwill impairment (often referred to as “Step 2”). Goodwill impairment, if any, would be measured at the amount
by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

Prior to the adoption of ASU 2017-04, we reviewed goodwill for impairment utilizing a two-step process. The first
step of the impairment test required a comparison of the fair value of each of our reporting units’ net assets to the
respective carrying value of net assets, consistent with the method described below. If the carrying amount of a
reporting unit’s net assets was higher than its fair value, there is an indication that an impairment may exist and a
second step must be performed. In the second step, if the carrying amount of the reporting unit’s goodwill was
greater than the implied fair value of its goodwill (as if purchase accounting were performed on the testing date), an
impairment loss must be recognized for the excess and charged to operations.

Both prior and subsequent to the adoption of ASU 2017-04, we estimate the fair value of our reporting units using an
income approach based on the present value of estimated future cash flows, discounted at an appropriate risk-
adjusted rate. The discount rates reflect management’s judgment and are based on a risk adjusted weighted-average
cost of capital utilizing industry market data of businesses similar to the reporting units. Inherent in our preparation
of cash flow projections are assumptions and estimates derived from a review of our operating results, business
plans, expected growth rates, cost of capital and tax rates. We also make certain forecasts about future economic
conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the
control of management, and these assumptions and estimates may change in future periods. Changes in assumptions
or estimates could materially affect the estimate of the fair value of a reporting unit, and therefore could affect the
likelihood and amount of potential impairment.

Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a
quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit
is less than its carry amount, the entity would not need to perform the quantitative analysis described above. The
qualitative assessment includes review of macroeconomic conditions, industry and market considerations, internal

cost factors, and overall financial performance, among other areas.

For our 2017 goodwill assessment, we performed a step-zero qualitative analysis for five of our six reporting units.
Based on that qualitative assessment, we concluded that it is not more likely than not that the fair value of those
reporting units was less their carrying amounts and therefore, further quantitative analysis was not performed. For
one reporting unit, we elected to proceed directly to the step one quantitative analysis. Based on the analysis
prepared, the fair value of the reporting unit substantially exceeded the carrying value at the testing date.

Self-Insurance Accruals

The Company uses a combination of self-insurance programs and large-deductible purchased insurance to provide
for the costs of medical, vehicular, cargo and workers’ compensation claims. The Company periodically evaluates
the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense. The
measurement and classification of self-insured costs requires the consideration of historical cost experience,
demographic and severity factors, and judgments about current and expected levels of cost per claim and retention
levels. These methods provide estimates of the undiscounted liability associated with claims incurred as of the
balance sheet date, including estimates of claims incurred but not reported. The Company believes the actuarial
methods are appropriate for measuring these self-insurance accruals. However, based on the number of claims and
the length of time from incurrence of the claims to ultimate settlement, the use of any estimation method is sensitive
to the assumptions and factors described above. Accordingly, changes in these assumptions and factors can affect the
estimated liability and those amounts may be different than the actual costs paid to settle the claims.

Income Taxes

Our annual effective tax rate is based on our income and statutory tax rates in the various jurisdictions in which we
operate. Judgment and estimates are required in determining our tax expense and in evaluating our tax positions,
including evaluating uncertainties. We review our tax positions quarterly and as new information becomes available.
Our effective tax rate in any financial statement period may be materially impacted by changes in the mix and/or
level of earnings by taxing jurisdiction.

Deferred income tax assets represent amounts available to reduce income taxes payable in future years. Such assets
arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well
as from net operating losses and tax credit carryforwards. We evaluate the recoverability of these future tax
deductions and credits by assessing all available evidence, including the reversal of deferred tax liabilities,
carrybacks available, and historical and projected pre-tax profits generated by operations. Valuation allowances are
established when, in management’s judgment, it is more likely than not that its deferred tax assets will not be
realized. In assessing the need for a valuation allowance, management weighs the available positive and negative
evidence, including limitations on the use of tax losses and other carryforwards due to changes in ownership,
historic information, and projections of future sources of taxable income that include and exclude future reversals of
taxable temporary differences.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about our market risk disclosures involves forward-looking statements. Actual results
could differ materially from those projected in such forward-looking statements. We are exposed to market risk
related to changes in interest rates, foreign currency exchange rates and commodity price risk.

Interest Rate Risk

Term Loan Facility. At December 31, 2017, we had outstanding $1,494.0 million aggregate principal amount on our
Term Loan Facility. The interest rate fluctuates based on LIBOR or a Base Rate, as defined in the agreement, plus an
applicable margin of 2.25%, in the case of LIBOR loans, and 1.25%, in the case of Base Rate loans. A hypothetical
1% increase in the interest rate would increase our annual interest expense by approximately $15 million.

ABL Facility. We have exposure to changes in interest rates on our ABL Facility. The interest rates on our ABL
Facility fluctuate based on LIBOR or a Base Rate plus an applicable margin. Assuming our $1.0 billion ABL
Facility was fully drawn at December 31, 2017, a hypothetical 1% change in the interest rate would have increased
our annual interest expense by approximately $10 million.

Asset Financing. At December 31, 2017, we had outstanding $90.0 million aggregate principal amount of Asset
Financing. While most of the Asset Financing has floating interest rates that subjects us to risk resulting from
changes in short-term (primarily Euribor) interest rates, historically we have used interest rate swaps (exchanging a
variable rate for a fixed rate) to manage the fixed and floating interest rate mix of our Asset Financing and limit our
exposure to interest rate risk, however, at December 31, 2017, no interest rate swaps were outstanding.

Foreign Currency Exchange Risk

We have a significant proportion of our net assets and income in non-U.S. dollar (“USD”) currencies, primarily the
Euro (“EUR”) and British Pound Sterling (“GBP”). We are exposed to currency risk from the potential changes in
functional currency values of our foreign currency denominated assets, liabilities and cash flows. Consequently, a
depreciation of the EUR and GBP relative to the USD could have an adverse impact on our financial results.

In connection with the issuance of the Senior Notes due 2022, we entered into certain cross-currency swap
agreements to partially manage the related foreign currency exchange risk by effectively converting a portion of the
fixed-rate USD-denominated Senior Notes due 2022, including the semi-annual interest payments, to fixed-rate,
EUR-denominated debt. The risk management objective is to manage a portion of the foreign currency risk relating
to net investments in subsidiaries denominated in foreign currencies.

In order to mitigate against the risk of a reduction in the value of foreign currency earnings before interest, taxes,
depreciation and amortization (“EBITDA”) from the Company’s international operations with the EUR and GBP as
the functional currency, the Company uses foreign currency option and forward contracts.

As of December 31, 2017, a uniform 10% strengthening in the value of the USD relative to the EUR would have
resulted in a decrease in net assets of approximately $9.1 million. As of December 31, 2017, a uniform 10%
strengthening in the value of the USD relative to the GBP would have resulted in a decrease in net assets of
approximately $48.0 million. These theoretical calculations assume that an instantaneous, parallel shift in exchange
rates occurs, which is not consistent with our actual experience in foreign currency transactions. Fluctuations in
exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ services become
more or less attractive. The sensitivity analysis of the impact of changes in foreign currency exchange rates does not
factor in a potential change in sales levels or local currency prices.

Commodity Price Risk

We are exposed to the impact of market fluctuations in the price of diesel fuel purchased for use in Company-owned
vehicles. During the year ended December 31, 2017, diesel prices varied by 16.1% in France, 11.0% in the United
Kingdom, and 20.6% in the United States. However, the Company includes price adjustment clauses or cost-
recovery mechanisms in many of its customer contracts in the event of a change in the fuel purchase price. The
clauses mean that substantially all fluctuations in the purchase price of diesel, except for short-term economic
fluctuations, can be passed on to customers in the sales price. Therefore, a hypothetical 10% change in the price of
diesel would not be expected to materially alter our financial performance over the long term.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and supplementary data of the Company required by this Item are included
at Part IV, Item 15 of this Annual Report on Form 10-K and are incorporated herein by reference.

ITEM 9.
FINANCIAL DISCLOSURE

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of December 31, 2017, our management, including our Chief Executive Officer (“CEO”) and Chief Financial
Officer (“CFO”), have conducted an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934,
as amended. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures as
of December 31, 2017 were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under the
supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as
of December 31, 2017 based on the framework in Internal Control - Integrated Framework (2013), issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation, we
concluded that our internal control over financial reporting was effective as of December 31, 2017.

KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this
Annual Report on Form 10-K, has issued an audit report, which is included elsewhere within this Form 10-K, on the
effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting during the quarter
ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, its internal
control over financial reporting.

ITEM 9B.

OTHER INFORMATION

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 of Part III of Form 10-K (other than certain information required by Item 401
of Regulation S-K with respect to our executive officers, which is provided under Item 1 of Part I of this Annual
Report on Form 10-K) will be set forth in our definitive Proxy Statement for the 2018 Annual Meeting of
Stockholders and is incorporated herein by reference.

We have adopted a Code of Business Ethics (the “Code”), which is applicable to our principal executive officer,
principal financial officer, principal accounting officer and other senior officers. The Code is available on our
website at www.xpo.com, under the heading “Corporate Governance” within the “Investors” tab. In the event that
we amend or waive any of the provisions of the Code that relate to any element of the code of ethics definition
enumerated in Item 406(b) of Regulation S-K, we intend to disclose the same on our website at the web address
specified above.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by Item 11 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2018
Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12.
AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by Item 12 of Part III of Form 10-K, including information regarding security ownership
of certain beneficial owners and management and information regarding securities authorized for issuance under
equity compensation plans, will be set forth in our Proxy Statement for the 2018 Annual Meeting of Stockholders
and is incorporated herein by reference.

ITEM 13.
INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

The information required by Item 13 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2018
Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2018
Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

Item 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements and Financial Statement Schedules

The list of Consolidated Financial Statements provided in the accompanying Index to Consolidated Financial
Statements is incorporated herein by reference. Such Consolidated Financial Statements are filed as part of this
Annual Report on Form 10-K. All financial statement schedules are omitted because the required information is not
applicable, or because the information required is included in the Consolidated Financial Statements and notes
thereto.

Exhibits

Exhibit
Number

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

3.1

3.2

Description

Investment Agreement, dated as of June 13, 2011, by and among Jacobs Private Equity, LLC (“JPE”),
each of the other investors party thereto and the registrant (incorporated herein by reference to
Exhibit 2.1 to the registrant’s Current Report on Form 8-K dated June 14, 2011).

Stock Purchase Agreement, dated July 12, 2013, by and among 3PD Holding, Inc., Logistics Holding
Company Limited, Mr. Karl Meyer, Karl Frederick Meyer 2008 Irrevocable Trust II, Mr. Randall
Meyer, Mr. Daron Pair, Mr. James J. Martell and XPO Logistics, Inc. (incorporated herein by
reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K dated July 12, 2013).

Amendment No. 1 dated August 14, 2013 to Stock Purchase Agreement dated July 12, 2013 by and
among the Company, 3PD, Logistics Holding Company Limited, Mr. Karl Meyer, Karl Frederick
Meyer 2008 Irrevocable Trust II, Mr. Randall Meyer, Mr. Daron Pair and Mr. James J. Martell
(incorporated herein by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K dated
August 15, 2013).

Agreement and Plan of Merger, dated as of January 5, 2014, by and among Pacer International, Inc.,
XPO Logistics, Inc. and Acquisition Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to
XPO’s Current Report on Form 8-K filed with the SEC on January 6, 2014).

Agreement and Plan of Merger, dated as of July 29, 2014, by and among New Breed Holding
Company, XPO Logistics, Inc., Nexus Merger Sub, Inc. and NB Representative, LLC, in its capacity
as the Representative (incorporated herein by reference to Exhibit 2.1 to XPO’s Current Report on
Form 8-K filed with the SEC on July 30, 2014).

Share Purchase Agreement relating to Norbert Dentressangle SA among Dentressangle Initiatives,
Mr. Norbert Dentressangle, Mrs. Evelyne Dentressangle, Mr. Pierre-Henri Dentressangle, Ms. Marine
Dentressangle and XPO Logistics, Inc., dated as of April 28, 2015 (incorporated herein by reference
to Exhibit 2.1 to XPO’s Current Report on Form 8-K filed with the SEC on April 29, 2015).

Tender Offer Agreement between XPO Logistics, Inc. and Norbert Dentressangle SA, dated as of
April 28, 2015 (incorporated herein by reference to Exhibit 2.2 to XPO’s Current Report on Form 8-
K filed with the SEC on April 29, 2015).

Agreement and Plan of Merger, dated as of September 9, 2015, by and among XPO Logistics, Inc.,
Con-way Inc., Inc. and Canada Merger Corp. (incorporated herein by reference to Exhibit 2.1 to
XPO’s Current Report on Form 8-K filed with the SEC on September 10, 2015).

Amended and Restated Certificate of Incorporation of the registrant, dated May 17, 2005
(incorporated herein by reference to Exhibit 3.1 to the registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2007).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant,
dated May 31, 2006 (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report
on Form 8-K dated June 7, 2006).

Exhibit
Number

Description

3.3

3.4

3.5

3.6

3.7

3.8

3.9

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant,
dated June 20, 2007 (incorporated herein by reference to Exhibit 3(i) to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant,
dated September 1, 2011 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current
Report on Form 8-K dated September 6, 2011 (the “September 2011 Form 8-K”)).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant,
dated May 20, 2015 (incorporated herein by reference to Exhibit 3.1 to XPO’s Current Report on
Form 8-K filed with the SEC on May 21, 2015).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant,
dated September 8, 2015 (incorporated herein by reference to Exhibit 3.1 to XPO’s Current Report on
Form 8-K filed with the SEC on September 8, 2015).

2nd Amended and Restated Bylaws of the registrant, dated August 30, 2007 (incorporated herein by
reference to Exhibit 3(ii) to the registrant’s Current Report on Form 8-K/A dated September 14,
2007).

Text of Amendments to the 2nd Amended and Restated Bylaws of XPO Logistics, Inc. (incorporated
herein by reference to Exhibit 3.2 to XPO’s Current Report on Form 8-K filed with the SEC on May
21, 2015).

Amendment to the 2nd Amended and Restated Bylaws of XPO Logistics, Inc. (incorporated herein
by reference to Exhibit 3.1 to XPO’s Current Report on Form 8-K filed with the SEC on March 17,
2017).

Certificate of Designation of Series A Convertible Perpetual Preferred Stock of the registrant
(incorporated herein by reference to Exhibit 4.1 to the September 2011 Form 8-K).

Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.2 to the September 2011
Form 8-K).

Registration Rights Agreement, dated as of September 2, 2011, by and among JPE, each of the other
holders and designated secured lenders party thereto and the registrant (incorporated herein by
reference to Exhibit 4.3 to the September 2011 Form 8-K).

Senior Indenture dated as of September 26, 2012 between XPO Logistics, Inc. and The Bank of
New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to
the registrant’s Current Report on Form 8-K dated September 26, 2012 (the “September 2012
Form 8-K”).

First Supplemental Indenture dated as of September 26, 2012 between XPO Logistics, Inc. and The
Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the Senior Indenture
dated as of September 26, 2012 (incorporated herein by reference to Exhibit 4.2 to the September
2012 Form 8-K).

Form of Indenture for Senior Debt Securities between the Company and one or more banking
institutions to be qualified as Trustee pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939
(incorporated herein by reference to Exhibit 4.6 to the registrant’s Registration Statement on Form
S-3, registration statement no. 333-188848, filed with the Securities and Exchange Commission on
May 24, 2013 (the “May 2013 Form S-3”)).

Form of Indenture for subordinated Debt Securities between the Company and one or more banking
institutions to be qualified as Trustee pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939
(incorporated herein by reference to Exhibit 4.8 to the registrant’s May 2013 Form S-3).

Investment Agreement, dated as of September 11, 2014, by and among XPO Logistics, Inc. and the
Purchasers set forth on Schedule I thereto (incorporated herein by reference to Exhibit 4.1 to XPO’s
Current Report on Form 8-K filed with the SEC on September 15, 2014).

Exhibit
Number

4.9

4.10

4.11

4.12

4.13

10.1 +

10.2 +

10.3 +

10.4 +

10.5 +

10.6 +

10.7 +

10.8 +

10.9 +

10.10 +

Description

Certificate of Designation of Series B Convertible Perpetual Preferred Stock of XPO Logistics, Inc.,
dated as of September 17, 2014 (incorporated herein by reference to Exhibit 4.1 to XPO’s Current
Report on Form 8-K filed with the SEC on September 18, 2014).

Form of Investment Agreement, dated as of May 29, 2015, by and among XPO Logistics, Inc. and the
Purchasers set forth on Schedule I thereto (incorporated herein by reference to Exhibit 4.1 to XPO’s
Current Report on Form 8-K filed with the SEC on June 1, 2015).

Indenture, dated as of June 9, 2015, between XPO Logistics, Inc. and The Bank of New York Mellon
Trust Company, N.A., as Trustee, The Bank of New York Mellon, London Branch as London Paying
Agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Paying Agent
(incorporated herein by reference to Exhibit 4.1 to XPO’s Current Report on Form 8-K filed with the
SEC on June 15, 2015).

Certificate of Designation of Series C Convertible Perpetual Preferred Stock of XPO Logistics, Inc.,
dated as of June 3, 2015 (incorporated herein by reference to Exhibit 4.2 to XPO’s Amendment No. 1
to Current Report on Form 8-K/A filed with the SEC on June 26, 2015).

Indenture, dated as of August 25, 2016, between XPO Logistics, Inc., the guarantors party thereto and
The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to
Exhibit 4.1 to XPO’s Current Report on Form 8-K filed with the SEC on August 26, 2016).

Amended and Restated 2011 Omnibus Incentive Compensation Plan (incorporated herein by
reference to Exhibit A to XPO Logistics, Inc.’s definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on April 27, 2012).

2001 Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 4.1 to
the registrant’s Registration Statement on Form S-8 dated May 20, 2010).

Form of Restricted Stock Unit Award Agreement (Service-Vesting) (2011 Omnibus Incentive
Compensation Plan) (incorporated herein by reference to Exhibit 10.18 to the registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Fiscal Year 2011 Form 10-
K”)).

Form of Performance-Based Restricted Stock Unit Award Agreement (2011 Omnibus Incentive
Compensation Plan) (incorporated herein by reference to Exhibit 10.19 to the Fiscal Year 2011 Form
10-K).

Form of Option Award Agreement (2011 Omnibus Incentive Compensation Plan) (incorporated
herein by reference to Exhibit 10.20 to the Fiscal Year 2011 Form 10-K).

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2011 Omnibus
Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.21 to the Fiscal Year
2011 Form 10-K).

Form of Option Award Agreement for Non-Employee Directors (2011 Omnibus Incentive
Compensation Plan) (incorporated herein by reference to Exhibit 10.22 to the Fiscal Year 2011 Form
10-K).

Form of Option Award Agreement (2001 Amended and Restated Stock Option Plan) (grants from
June 2011 through September 2011) (incorporated herein by reference to Exhibit 10.23 to the Fiscal
Year 2011 Form 10-K).

Form of Option Award Agreement (2001 Amended and Restated Stock Option Plan) (grants through
May 2011) (incorporated herein by reference to Exhibit 10.24 to the Fiscal Year 2011 Form 10-K).

Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated herein by
reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on March 20,
2014).

10.11 +

Form of Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to
XPO’s Current Report on Form 8-K filed with the SEC on March 20, 2014).

Exhibit
Number

10.12 +

10.13 +

10.14 +

10.15 +

10.16 +

10.17 +

10.18 +

10.19 +

10.20 +

10.21 +

10.22 +

10.23 +

10.24 +

10.25

10.26

10.27

Description

Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated herein by
reference to Exhibit 10.7 to XPO’s Current Report on Form 8-K filed with the SEC on February 11,
2016 (the “February 2016 Form 8-K”)).

Form of Amendment to PRSU Agreements, dated March 7, 2016 (incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2016).

2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Annex A to XPO’s
definitive proxy statement on Schedule 14A filed with the SEC on November 21, 2016).

Form of Restricted Stock Unit Award Agreement (Service-Vesting) (2016 Omnibus Incentive
Compensation Plan) (incorporated herein by reference to Exhibit 10.15 to the registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Fiscal Year 2016 Form 10-
K”)).

Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive
Compensation Plan) (incorporated herein by reference to Exhibit 10.16 to the Fiscal Year 2016 Form
10-K).

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2016 Omnibus
Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.17 to the Fiscal Year
2016 Form 10-K).

Form of Employment Agreement, dated as of February 9, 2016, (incorporated herein by reference to
Exhibit 10.1 to the February 2016 Form 8-K).

Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and
Bradley S. Jacobs, (incorporated herein by reference to Exhibit 10.2 to the February 2016 Form 8-K).

Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and John
J. Hardig, (incorporated herein by reference to Exhibit 10.4 to the February 2016 Form 8-K).

Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and Scott
B. Malat, (incorporated herein by reference to Exhibit 10.6 to the February 2016 Form 8-K).

Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and
Gordon E. Devens (incorporated herein by reference to Exhibit 10.5 to the February 2016 Form 8-K).

Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and Troy
A. Cooper (incorporated herein by reference to Exhibit 10.3 to the February 2016 Form 8-K).

Exhibit A to Employment Agreement, dated as of February 9, 2016, between the registrant and Mario
A. Harik (incorporated herein by reference to Exhibit 10.7 to registrant’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2016).

Amended and Restated Revolving Loan Credit Agreement, dated as of April 1, 2014, by and among
XPO Logistics, Inc. and certain subsidiaries, Morgan Stanley Bank, N.A., Morgan Stanley Senior
Funding, Inc., Credit Suisse AG, Cayman Islands Branch, Deutsche Bank AG New York Branch,
JPMorgan Chase Bank, N.A., Citibank N.A. and KeyBank National Association as Lenders, and
Morgan Stanley Senior Funding, Inc., as Administrative Agent (incorporated herein by reference to
Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on April 4, 2014).

Amendment to Amended and Restated Revolving Loan Credit dated as of August 8, 2014
(incorporated herein by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with
the SEC on August 11, 2014).

Amendment No. 2 to the Amended and Restated Credit Agreement among XPO Logistics, Inc. and
certain of its wholly owned subsidiaries, as borrowers, the lenders party thereto and Morgan Stanley
Senior Funding, Inc., as administrative agent for such lenders (incorporated herein by reference to
Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with the SEC on June 2, 2015).

Exhibit
Number

10.28

10.29

10.30

10.31

Description

Second Amended and Restated Revolving Loan Credit Agreement, dated as of October 30, 2015, by
and among XPO Logistics, Inc. and certain subsidiaries signatory thereto, as borrowers, other credit
parties signatory thereto, Morgan Stanley Senior Funding, Inc., as agent, and the Lenders from time
to time party thereto (incorporated herein by reference to Exhibit 10.1 to XPO’s Current Report on
Form 8-K filed with the SEC on November 2, 2015).

Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015, by and among XPO
Logistics, Inc., certain subsidiaries signatory thereto, Morgan Stanley Senior Funding, Inc., as agent,
and the Lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.2 to
XPO’s Current Report on Form 8-K filed with the SEC on November 2, 2015).

Incremental and Refinancing Amendment (Amendment No. 1 to Credit Agreement), dated as of
August 25, 2016, by and among XPO Logistics, Inc., the subsidiaries signatory thereto, as guarantors,
the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent
(incorporated herein by reference to Exhibit 10.1 to XPO’s Current Report on Form 8-K filed with
the SEC on August 26, 2016).

Refinancing Amendment (Amendment No. 2 to Credit Agreement), dated as of March 10, 2017, by
and among XPO Logistics, Inc., the subsidiaries signatory thereto, as guarantors, the lenders party
thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March
13, 2017).

10.32 +

Separation Agreement between the Company and Gordon E. Devens dated January 27, 2017
(incorporated herein by reference to Exhibit 10.2 to XPO’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2017).

10.33

10.34

10.35

10.36

21 *

23 *

31.1 *

31.2 *

32.1**

32.2**

Forward Sale Agreement, dated July 19, 2017, by and between the Company and Morgan Stanley &
Co. LLC (incorporated herein by reference to Exhibit 1.2 to the Company’s Current Report on Form
8-K filed with the SEC on July 25, 2017).

Forward Sale Agreement, dated July 19, 2017, by and between the Company and JPMorgan Chase
Bank, National Association, London Branch (incorporated herein by reference to Exhibit 1.3 to the
Company’s Current Report on Form 8-K filed with the SEC on July 25, 2017).

Amendment No. 1 to Second Amended and Restated Revolving Loan Credit Agreement, dated as of
July 19, 2017, by and among the Company and certain subsidiaries signatory thereto, Morgan Stanley
Senior Funding, Inc., as agent, and the Lenders party thereto (incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2017).

XPO Logistics, Inc. Employee Stock Purchase Plan (incorporated herein by reference to Annex A to
XPO’s definitive proxy statement on Schedule 14A filed with the SEC on November 20, 2017).

Subsidiaries of the registrant.

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017.

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017.

Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017.

Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017.

Exhibit
Number

Description

101.INS * XBRL Instance Document.

101.SCH * XBRL Taxonomy Extension Schema.

101.CAL * XBRL Taxonomy Extension Calculation Linkbase.

101.DEF * XBRL Taxonomy Extension Definition Linkbase.

101.LAB * XBRL Taxonomy Extension Label Linkbase.

101.PRE * XBRL Taxonomy Extension Presentation Linkbase.

* Filed herewith.

** Furnished herewith.

+ This exhibit is a management contract or compensatory plan or arrangement.

Item 16.

FORM 10-K SUMMARY

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

February 12, 2018

XPO LOGISTICS, INC.

By:

/s/ Bradley S. Jacobs
Bradley S. Jacobs

(Chairman of the Board of Directors and Chief Executive Officer)

/s/ John J. Hardig
John J. Hardig

(Chief Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities on the dates indicated.

Signature

Title

Chairman of the Board of Directors and
Chief Executive Officer (Principal
Executive Officer)

Date

February 12, 2018

/s/ Bradley S. Jacobs
Bradley S. Jacobs

/s/ John J. Hardig
John J. Hardig

/s/ Lance A. Robinson
Lance A. Robinson

/s/ Gena L. Ashe
Gena L. Ashe

/s/ Louis DeJoy

Louis DeJoy

/s/ AnnaMaria DeSalva

AnnaMaria DeSalva

/s/ Michael G. Jesselson
Michael G. Jesselson

/s/ Adrian P. Kingshott
Adrian P. Kingshott

/s/ Jason D. Papastavrou
Jason D. Papastavrou

/s/ Oren G. Shaffer
Oren G. Shaffer

Chief Financial Officer (Principal
Financial Officer)

February 12, 2018

Chief Accounting Officer (Principal
Accounting Officer)

February 12, 2018

Director

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2017 and 2016

Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2017, 2016 and 2015

Notes to Consolidated Financial Statements

Page
No.

Report of Independent Registered Public Accounting Firm

To the shareholders and board of directors
XPO Logistics, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of XPO Logistics, Inc. and subsidiaries (the “Company”)
as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss),
cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2017, and the
related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control
over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for
each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted
accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinion

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

/s/ KPMG LLP

We have served as the Company’s auditor since 2011.

Charlotte, North Carolina
February 12, 2018

XPO Logistics, Inc.

Consolidated Balance Sheets

(In millions, except per share data)

Current assets:

ASSETS

Cash and cash equivalents
Accounts receivable, net of allowances of $42.4 and $26.3, respectively
Other current assets

Total current assets

Property and equipment, net of $1,109.5 and $589.9 in accumulated depreciation, respectively

Goodwill
Identifiable intangible assets, net of $559.5 and $377.1 in accumulated amortization,
respectively

Other long-term assets

Total long-term assets

Total assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable
Accrued expenses
Current maturities of long-term debt
Other current liabilities

Total current liabilities

Long-term debt
Deferred tax liability
Employee benefit obligations
Other long-term liabilities

Total long-term liabilities

Stockholders’ equity:

Convertible perpetual preferred stock, $.001 par value; 10.0 shares authorized; 0.07 of Series
A shares issued and outstanding at December 31, 2017 and 2016, respectively

Common stock, $.001 par value; 300.0 shares authorized; 119.9 and 111.1 shares issued and
outstanding at December 31, 2017 and 2016, respectively

Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive income (loss)

Total stockholders’ equity before noncontrolling interests

Noncontrolling interests
Total equity

Total liabilities and equity

See accompanying notes to consolidated financial statements.

December 31,

2017

2016

396.9
2,725.3
465.7
3,587.9

2,663.7
4,563.6

373.4
2,313.3
386.9
3,073.6

2,537.4
4,325.8

1,435.3
351.1
9,013.7
$ 12,601.6

1,534.7
226.9
8,624.8
$ 11,698.4

1,250.7
1,525.8
103.7
116.9
2,997.1
4,417.5
418.8
162.1
596.1
5,594.5

1,056.3
1,382.1
136.5
156.7
2,731.6
4,731.5
572.4
251.4
373.9
5,929.2

41.2

41.6

0.1
3,590.0
(42.6)
15.7
3,604.4
405.6
4,010.0
$ 12,601.6

0.1
3,244.9
(392.9)
(193.7)
2,700.0
337.6
3,037.6
$ 11,698.4

XPO Logistics, Inc.

Consolidated Statements of Operations

(In millions, except per share data)
Revenue
Operating expenses

Cost of transportation and services
Direct operating expense
Sales, general and administrative expense

Total operating expenses

Operating income (loss)

Other expense (income)
Foreign currency loss (gain)
Debt extinguishment loss
Interest expense

Income (loss) before income tax (benefit) provision

Income tax (benefit) provision

Net income (loss)

Net (income) loss attributable to noncontrolling interests

Net income (loss) attributable to XPO

Earnings per share data (Note 15):

Net income (loss) attributable to common shareholders

Basic earnings (loss) per share
Diluted earnings (loss) per share

Weighted-average common shares outstanding

Basic weighted-average common shares outstanding
Diluted weighted-average common shares outstanding

Years Ended December 31,

2017
$ 15,380.8

2016
$ 14,619.4

2015
7,623.2

8,128.8
4,972.3
1,656.5
14,757.6
623.2
(15.4)
57.6
36.0
284.3
260.7
(99.5)
360.2
(20.0)
340.2

312.4

2.72
2.45

114.9
127.8

$
$

7,886.0
4,594.1
1,651.2
14,131.3
488.1
(9.2)
(40.3)
69.7
361.1
106.8
22.3
84.5
(15.5)
69.0

63.1

0.57
0.53

110.2
122.8

$
$

4,171.4
2,367.0
1,113.4
7,651.8
(28.6)
(7.6)
44.8
—
216.7
(282.5)
(90.9)
(191.6)
0.5
(191.1)

(245.9)

(2.65)
(2.65)

92.8
92.8

See accompanying notes to consolidated financial statements.

XPO Logistics, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In millions)
Net income (loss)

Years Ended December 31,

2017

2016

2015

360.2

84.5

$ (191.6)

Other comprehensive income (loss), net of tax

Foreign currency translation gains (losses), net of tax effect of $46.9, $-
and $-

Unrealized gains (losses) on financial assets/liabilities designated as
hedging instruments, net of tax effect of $(0.8), $0.1 and $2.2

Defined benefit plans adjustment, net of tax benefit of $28.6, $3.7 and $9.8

Other comprehensive income (loss)

Comprehensive income (loss)

Less: Comprehensive (income) loss attributable to noncontrolling interests

Comprehensive income (loss) attributable to XPO

179.9

$ (137.7) $

(68.5)

4.7

89.8

274.4

634.6
(72.0)
562.6

(7.1)
6.9
(17.0)
4.7
(140.1)
(78.6)
(55.6) $ (270.2)
6.8
(52.4) $ (263.4)

3.2

See accompanying notes to consolidated financial statements.

XPO Logistics, Inc.

Consolidated Statements of Cash Flows

(In millions)
Operating activities
Net income (loss)

Adjustments to reconcile net income (loss) to net cash from operating
activities

Depreciation and amortization
Stock compensation expense
Unrealized loss (gain) on foreign currency option and forward contracts
Loss on extinguishment of debt
Accretion of debt
Deferred tax benefit
Other

Changes in assets and liabilities:

Accounts receivable
Other assets
Accounts payable
Accrued expenses and other liabilities

Net cash provided by operating activities
Investing activities

Payment for purchases of property and equipment
Proceeds from sale of assets
Proceeds from sale of business, net of $10.5 cash divested
Acquisition of businesses, net of cash acquired
Loss on forward contract related to acquisition
Other

Net cash (used in) provided by investing activities
Financing activities

Repurchase of debt
Proceeds from issuance of long-term debt
Repayment of long-term debt and capital leases
Proceeds from borrowings on ABL facility
Repayment of borrowings on ABL facility
Payment of debt issuance costs
Payment for tax withholdings for restricted shares
Dividends paid
Change in bank overdrafts
Proceeds from common stock and preferred stock offerings
Purchase of noncontrolling interests
Payment for equity issuance costs
Other

Net cash (used in) provided by financing activities
Effect of exchange rates on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental disclosure of cash flow information:

Cash paid for interest
Cash paid for income taxes

Years Ended December 31,
2016

2015

2017

360.2

84.5

(191.6)

658.4
79.2
49.3
36.1
19.4
(157.7)
11.6

(320.1)
(78.7)
140.1
0.8
798.6

(503.8)
79.1
—
—
—
—
(424.7)

(1,386.6)
819.2
(106.4)
995.0
(925.0)
(16.8)
(16.6)
(6.6)
(2.8)
287.6
—
—
(7.4)
(366.4)
16.0
23.5
373.4
396.9

274.2
78.5

$
$

643.4
54.5
(39.7)
69.7
17.0
(20.9)
7.4

(153.7)
17.2
1.7
(55.7)
625.4

(483.4)
68.9
547.7
—
—
8.8
142.0

(1,889.2)
1,377.8
(151.4)
360.0
(330.0)
(25.8)
(11.1)
(5.4)
(16.5)
—
(1.4)
—
12.2
(680.8)
(3.0)
83.6
289.8
373.4

363.1
40.7

$
$

364.9
27.9
1.0
—
6.4
(91.9)
9.4

7.8
(35.3)
(51.3)
43.5
90.8

(249.0)
60.3
—
(3,887.0)
(9.7)
—
(4,085.4)

—
4,151.8
(1,215.6)
—
—
(42.9)
—
(2.8)
(12.3)
1,260.0
(459.7)
(31.9)
(1.7)
3,644.9
(4.6)
(354.3)
644.1
289.8

168.2
14.5

$
$

See accompanying notes to consolidated financial statements.
59

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1
6

XPO Logistics, Inc.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017, 2016 and 2015

1. Organization

Nature of Operations

XPO Logistics, Inc. and its subsidiaries (“XPO” or the “Company”) use an integrated network of people, technology
and physical assets to help customers manage their goods more efficiently throughout their supply chains. The
Company’s customers are multinational, national, mid-size and small enterprises. XPO runs its business on a global
basis, with two reportable segments: Transportation and Logistics. See Note 4—Segment Reporting and
Geographic Information for further information on the Company’s segments.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts
of revenue and expense during the reporting period. Estimates have been prepared on the basis of the most current
and best available information, but actual results could differ materially from those estimates. The results of
operations of acquired companies are included in the Company’s results from the closing date of the acquisition and
forward.

Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries and
variable interest entities (“VIEs”) for which the Company is the primary beneficiary. Intercompany accounts and
transactions have been eliminated in the consolidated financial statements.

If the Company determines that it has a variable interest in a VIE, the Company then evaluates if it is the primary
beneficiary of the VIE. The evaluation assesses whether the Company has the power to direct the activities that
significantly affect the VIE’s economic performance, including having operational control over each VIE and
operating the VIEs under the XPO brand or policies. When changes occur to the design of an entity, the Company
reconsiders whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling
financial interest in a VIE. Investors in these entities only have recourse to the assets owned by the entity and not to
the Company’s general credit. The Company does not have implicit support arrangements with any VIE. Other than
the special purpose entity which the Company consolidates related to the European Trade Securitization Program
discussed in Note 10—Debt, assets and liabilities of VIEs for which the Company is the primary beneficiary are not
significant to the Company’s consolidated financial statements.

The Company holds a controlling financial interest in other entities where it currently holds, directly or indirectly,
more than 50% of the voting rights or where it exercises control through substantive participating rights or as a
general partner. Where the Company is a general partner, it considers substantive removal rights held by other
partners in determining if it holds a controlling financial interest. The Company reevaluates whether it has a
controlling financial interest in these entities when its voting or substantive participating rights change. Income or
loss attributable to noncontrolling interests is deducted from net income/loss to determine net income/loss
attributable to XPO. The noncontrolling interest reflected in our consolidated financial statements primarily relates
to the 13.75% minority interest of Norbert Dentressangle SA (“ND”).

Significant Accounting Policies

Revenue Recognition

In the Company’s Transportation segment, with the exception of the less-than-truckload (“LTL”) business, revenue
is recognized at the point in time when delivery is complete and the shipping terms of the contract have been
satisfied. Related costs of delivery and service are accrued and expensed in the same period the associated revenue is
recognized. For the Company’s LTL business, revenue is recognized based on relative transit time and expenses are
recognized as incurred.

In the Company’s Logistics segment, revenue is recognized based on specific, objective criteria which, as discussed
below, are identified within the provisions of each contract. Related costs of delivery and service are accrued and
expensed in the same period the associated revenue is recognized. Under certain supply chain contracts, billings in
excess of revenue recognized are recorded as unearned revenue. Unearned revenue is recognized over the remaining
contract period as services are provided. In addition, the Company has deferred certain recoverable direct and
incremental costs related to the setup of logistics operations under long-term contracts. These deferred setup costs
are recognized as expense over the contract term.

The Company’s Logistics segment recognizes a significant portion of its revenue based on objective criteria that do
not require significant estimates or uncertainties. Revenue on cost-reimbursable contracts is recognized by applying
a factor to costs as incurred, such factor being determined by the contract provisions. Revenue on unit-price
contracts is recognized at the contractual selling prices or as work is completed. Revenue on time and material
contracts is recognized at the contractual rates as the labor hours and direct expenses are incurred. Revenue from
fixed-price contracts is recognized as services are provided, unless revenue is earned and obligations fulfilled in a
different pattern. Certain contracts provide for labor handling charges to be billed for both incoming and outgoing
handling of goods at the time the goods are received in a warehouse. For these contracts, revenue is recognized upon
receipt for the amounts representing handling of incoming goods and deferred revenue is recorded for the
performance of services related to the handling of outgoing goods, which is recognized once the related goods leave
the warehouse. Storage revenue is recognized as it is earned based on the length of time the related product is stored
in the warehouse. Generally, the contracts contain provisions for adjustments to future pricing based upon changes
in volumes, services and other market conditions, such as inflation. Revenue relating to such incentive or
contingency payments is recorded when the contingency is satisfied and the Company concludes the amounts are
earned.

For all lines of business (other than the Company’s managed expedited freight business and the Company’s
Logistics segment with respect to those transactions where its contract logistics business is serving as the customer’s
agent in arranging purchased transportation), the Company reports revenue on a gross basis because XPO is the
principal in the transaction. For those lines of business where the Company acts as an agent, revenue is recognized
on a net basis.

The Company’s global forwarding operations collects certain taxes and duties on behalf of their customers as part of
the services offered and arranged for international shipments. The Company presents these collections on a net basis.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as of the date
of purchase to be cash equivalents. Cash and cash equivalents at December 31, 2017 includes $53.3 million of cash
collected on receivables which collateralize borrowings related to the European trade securitization program (see
Note 10—Debt).

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the contractual amount. The Company records its allowance for doubtful
accounts based upon its assessment of various factors. The Company considers historical collection experience, the
age of the accounts receivable balances, credit quality of the Company’s customers, any specific customer collection
issues that have been identified, current economic conditions, and other factors that may affect the customers’ ability
to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts
have been exhausted and the receivables are no longer deemed collectible from the customer.

The rollforward of the allowance for doubtful accounts is as follows:

(In millions)
Beginning balance

Provision, charged to expense

Write-offs, less recoveries, and other adjustments

Ending balance

Property and Equipment

Years Ended December 31,

2017

2016

2015

26.3

16.9

23.9
(7.8)
42.4

15.1
(5.7)
26.3

9.8

12.9
(5.8)
16.9

Property and equipment are generally recorded at cost, or in the case of acquired property and equipment, at fair
value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. For
internally-developed software, all costs incurred in the planning and evaluation stage of internally-developed
computer software are expensed as incurred. Costs incurred during the application development stage are capitalized
and included in property and equipment. Capitalized software also includes the fair value of acquired internally-
developed technology.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:

Classification
Buildings and leasehold improvements
Vehicles, containers, tractors, trailers and tankers
Rail cars and chassis
Machinery and equipment
Office and warehouse equipment
Computer software and equipment

Asset Retirement Obligations

Estimated Useful Life
Term of lease to 40 years
3 to 14 years
15 to 30 years
3 to 10 years
3 to 10 years
1 to 6 years

A liability for an asset retirement obligation (“ARO”) is recorded in the period in which it is incurred. When an ARO
liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-
lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is
depreciated over the useful life of the related asset.

Goodwill

Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. The
Company performs an annual impairment test for goodwill as of August 31 unless events or circumstances indicate
impairment of goodwill may have occurred before that time. The Company adopted Accounting Standards Update
(“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350): “Simplifying the Accounting for Goodwill
Impairment” in connection with its annual impairment test as of August 31, 2017. ASU 2017-04 removes the
requirement to perform a hypothetical purchase price allocation to measure goodwill impairment (often referred to
as “Step 2”). Goodwill impairment, if any, would be measured at the amount by which a reporting unit’s carrying
amount exceeds its fair value, not to exceed the carrying amount of goodwill.

Prior to the adoption of ASU 2017-04, the goodwill at the reporting units was subject to a two-step impairment test.
The first step compared the book value of a reporting unit, including goodwill, with its fair value. If the book value
of a reporting unit exceeds its fair value, the Company completed the second step in order to determine the amount
of goodwill impairment loss that should be recorded. The Company determines fair values for each of the reporting
units using an income approach. For purposes of the income approach, fair value is determined based on the present
value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal
forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most
recent views of the long-term outlook for the business.

For the 2017 goodwill assessment, the Company performed a step-zero qualitative analysis for six of its reporting
units. Based on that qualitative assessment, the Company concluded that it is not more likely than not that the fair
value of those reporting units was less than their carrying amounts and therefore, further quantitative analysis was
not performed. For one reporting unit, the Company elected to proceed directly to the step one quantitative analysis.
For the years ended December 31, 2017 and 2016, the Company did not recognize any goodwill impairment.

Intangible Assets

The Company’s intangible assets subject to amortization consist of customer relationships, trade names, and non-
compete agreements. The Company reviews long-lived assets to be held-and-used for impairment whenever events
or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the
undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its
carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the
carrying amount of the asset group exceeds the fair value of the asset. The Company estimates fair value using the
expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the
asset. For the periods presented, the Company did not recognize any impairment of the identified intangible assets.
Intangible assets are amortized on a straight-line basis or on a basis consistent with the pattern in which the
economic benefits are realized. The range of estimated useful lives and the weighted-average useful lives of the
respective intangible assets by type are as follows:

Classification
Customer relationships
Trade names
Non-compete agreements

Accrued Expenses

Accrued expenses is comprised of the following:

(In millions)
Accrued salaries and wages
Accrued transportation and facility charges
Accrued value-added tax and other taxes
Other accrued expenses

Total Accrued Expenses

Self-Insurance

Estimated Useful Life Weighted-Average Amortization Period

5 to 16 years
3 years
Term of agreement

14 years
3 years
7 years

As of December 31,

2017

2016

580.6
437.7
176.2
331.3
1,525.8

570.9
266.9
145.5
398.8
1,382.1

The Company uses a combination of self-insurance programs and large-deductible purchased insurance to provide
for the costs of medical, casualty, liability, vehicular, cargo and workers’ compensation claims. The Company
periodically evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and
premium expense.

The measurement and classification of self-insured costs requires the consideration of historical cost experience,
demographic and severity factors, and judgments about current and expected levels of cost per claim and retention
levels. These methods provide estimates of the undiscounted liability associated with claims incurred as of the
balance sheet date, including estimates of claims incurred but not reported. Changes in these assumptions and
factors can affect actual costs paid to settle the claims and those amounts may be different than estimates.

Advertising Costs

Advertising costs are expensed as incurred.

Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income (“AOCI”), net of tax at December 31, 2017 and 2016,
are as follows:

(In millions)

Foreign
Currency
Translation
Adjustments

Derivative
Hedges

Defined
Benefit Plans
Liability

Less: AOCI
Attributable to
Noncontrolling
Interests

AOCI
Attributable to
the Company

As of December 31, 2015

(68.5) $

6.9

(17.0) $

6.3

Other comprehensive (loss) income

Amounts reclassified from AOCI

Net current period other
comprehensive (loss) income

As of December 31, 2016

Other comprehensive income (loss)

Amounts reclassified from AOCI

Net current period other
comprehensive income (loss)

Impact of tax reform act

(137.7)

—

(137.7)

(206.2) $

179.9

—

179.9

(16.9)

As of December 31, 2017

(43.2) $

Income Taxes

(7.1)

—

(7.1)

(0.2)

9.6

(4.9)

4.7

2.3

6.8

5.3

(0.6)

4.7

(12.3)

92.2

(2.4)

89.8

1.6

18.7

—

18.7

25.0

(52.0)

—

(52.0)

—

79.1

(27.0) $

(72.3)

(120.8)

(0.6)

(121.4)

(193.7)

229.7

(7.3)

222.4

(13.0)

15.7

The Company accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” Income taxes and effective tax rates are
calculated on a legal entity and jurisdictional basis relying on several factors, including pre-tax earnings, differences
between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation
allowances. The Company uses judgment and estimates in evaluating its tax positions.

Under ASC 740, deferred income taxes arise from temporary differences between the tax basis of assets and
liabilities and their reported amounts in the Consolidated Financial Statements. Valuation allowances are established
when, in management’s judgment, it is more likely than not that its deferred tax assets will not be realized. In
assessing the need for a valuation allowance, management weighs the available positive and negative evidence,
including limitations on the use of tax losses and other carryforwards due to changes in ownership, historic
information, and projections of future taxable income that include and exclude future reversals of taxable temporary
differences.

The Company’s tax returns are subject to examination by U.S. Federal and state and foreign taxing jurisdictions.
ASC 740 clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements
and prescribes a recognition threshold with measurement attributes for income tax positions taken or expected to be
taken on a tax return. Under ASC 740, the impact of an uncertain tax position taken or expected to be taken on an
income tax return must be recognized in the financial statements at the largest amount estimated to be sustained
under the more likely than not principle. An uncertain income tax position will not be recognized in the financial
statements if it does not meet this criteria. The Company adjusts these tax liabilities, including related interest and
penalties, based on the current facts and circumstances. Recently enacted tax law changes, published rulings, court
cases, and outcomes of tax audits are all considered. While the Company does not expect material changes, it is
possible that its actual tax liability will differ from its established tax liabilities for unrecognized tax benefits which
may impact its effective tax rate. While it is often difficult to predict the outcome of any particular tax position, the
Company believes that its tax provisions reflect the more likely than not outcome of known tax contingencies. The
Company reports tax-related interest and penalties as a component of income tax expense.

Foreign Currency Translation and Transactions

The assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated
to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency
translation adjustments recorded in AOCI on the Consolidated Balance Sheets. The assets and liabilities of foreign
subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their
functional currency and then translated to USD. The results of operations of the Company’s foreign subsidiaries are
translated to USD using average exchange rates prevailing for each period presented.

Foreign currency transactions recognized in the Consolidated Statements of Operations are converted to USD by
applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency
transactions and the effects of remeasuring monetary assets and liabilities are recorded in Foreign currency loss
(gain) in the Consolidated Statements of Operations.

Foreign currency loss (gain) included in the Consolidated Statements of Operations consisted of the following:

(In millions)

Years ended December 31,

2017

2016

2015

Unrealized foreign currency option and forward contracts losses (gains)

49.4

Realized foreign currency option and forward contracts losses (gains)

Foreign currency transaction and remeasurement (gains) losses

Remeasurement loss on cash held to purchase ND

Loss on forward contract related to ND acquisition

15.0
(6.8)
—

—

Total foreign currency loss (gain)

57.6

(39.7) $
(3.8)
3.2

—

—
(40.3) $

1.0

—

2.4

31.7

9.7

44.8

Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value 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 and classifies the inputs used to measure fair value into the following hierarchy:

• 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.

The fair value estimates are based upon certain market assumptions and information available to management. The
carrying value of the following financial instruments approximated their fair values as of December 31, 2017 and
2016: cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and current maturities of
long-term debt. Fair values approximate carrying values for these financial instruments as they are short-term in
nature and are receivable or payable on demand. The Level 1 cash equivalents include money market funds valued
using quoted prices in active markets. The Level 2 cash equivalents include short-term investments valued using
published interest rates for instruments with similar terms and maturities. For information regarding the fair value
hierarchy of the Company’s financial liabilities and derivative instruments, refer to Note 9—Derivative
Instruments and Note 10—Debt, respectively.

The following table summarizes the fair value hierarchy of cash equivalents:

(In millions)

Cash equivalents

(In millions)

Cash equivalents

Derivative Instruments

As of December 31, 2017

Carrying Value

Fair Value

Level 1

Level 2

90.0

74.3

15.7

As of December 31, 2016

Carrying Value

Fair Value

Level 1

Level 2

103.5

26.4

77.1

The Company records all derivative instruments on the Consolidated Balance Sheets as assets or liabilities at fair
value. The Company’s accounting treatment for changes in the fair value of derivative instruments depends on
whether the instruments have been designated and qualify as part of a hedging relationship and, further, on the type
of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the
Company must designate the derivative based upon the exposure being hedged. The gain or loss resulting from fair
value adjustments on cash flow hedges are recorded in AOCI on the Consolidated Balance Sheets until the hedged
item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the
hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments
in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow
hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness
will be amortized into Interest expense in the Consolidated Statements of Operations in a systematic manner.
Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are
recorded in Foreign currency loss (gain) in the Consolidated Statements of Operations, depending on the objective
of the derivative.

Defined Benefit Pension Plans

Defined benefit pension plan obligations are calculated using various actuarial assumptions and methodologies.
Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates,
and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets
represent the Company’s best estimates based on information available regarding historical experience and factors
that may cause future expectations to differ. Differences in actual experience or changes in assumptions could
materially impact the Company’s obligation and future expense amounts.

The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI, and are
generally amortized as a component of net periodic benefit cost over the remaining service period of the active
employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the
extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the
respective plan.

Stock-Based Compensation

The Company accounts for stock-based compensation based on the equity instrument’s grant date fair value. For
grants of restricted stock units (“RSUs”) subject to service- or performance-based vesting conditions only, the fair
value is established based on the market price on the date of the grant. For grants of RSUs subject to market-based
vesting conditions, the fair value is established using the Monte Carlo simulation lattice model. For grants of options
and stock appreciation rights (“SARs”), the Company uses the Black-Scholes option pricing model to estimate the
fair value of stock-based payment awards. The determination of the fair value of stock-based awards is affected by
the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free
interest rate and expected dividends. The Company accounts for forfeitures as they occur.

The weighted-average fair value of each stock option is amortized over the requisite service period. For options with
graded vesting, we recognize compensation cost on a straight-line basis over the requisite service period of the entire
award; however, the amount of compensation cost recognized at any date will at least equal the portion of the grant

date value of the award that is vested as of that date. For the Company’s performance-based restricted stock units
(“PRSUs”), the Company recognizes expense over the awards’ requisite service period based on the number of
awards expected to vest with consideration to the actual and expected financial results. If achievement of the
performance targets for a PRSU award is not considered to be probable, then no expense is recognized until
achievement of such targets becomes probable.

New Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue (Topic 606): “Revenue from Contracts with Customers.”
This new standard includes the required steps to achieve the core principle that an entity should recognize revenue to
depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or services. The new standard will be effective for the
Company’s annual and interim periods beginning January 1, 2018, and permits the use of either the retrospective or
cumulative effect transition method. The Company will use the modified retrospective transition method. The main
areas impacted by ASU 2014-09 include the recognition of revenue using proportionate delivery within the
Company’s Transportation segment and gross versus net revenue presentation. On adoption, the Company will
record an immaterial increase to total equity as of January 1, 2018 for the cumulative impact of adoption, primarily
related to the recognition of in-transit revenue in the transportation business. The Company will provide expanded
revenue recognition disclosures based on the new qualitative and quantitative disclosure requirements of the
standard upon adoption.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core principle of this ASU is that a
lessee should recognize the assets and liabilities that arise from leases, including operating leases. Under the new
requirements, a lessee will recognize in the balance sheet a liability to make lease payments (the lease liability) and
the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12
months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to
recognize lease assets and lease liabilities. The standard is effective for fiscal years beginning after December 15,
2018, including interim periods within those fiscal years. The Company is currently evaluating the effects this ASU
will have on its consolidated financial statements and related disclosures. The Company currently discloses
approximately $1,978.5 million in operating leases, refer to Note 16—Commitments and Contingencies, and will
evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting
under the new standard. The Company does not plan to adopt the standard early.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): “Classification of Certain
Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).” This ASU addresses eight
specific cash flow classification issues with the objective of reducing diversity in practice. Under the new standard,
cash payments for debt prepayments or debt extinguishment costs should be classified as outflows for financing
activities. Additional cash flow issues covered under the standard include: settlement of zero-coupon debt
instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective
interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from
the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies,
distributions received from equity method investees, beneficial interests in securitization transactions, and separately
identifiable cash flows and application of the predominance principle. This ASU is effective for public entities for
fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The
Company adopted this standard on January 1, 2018. Adoption was on a prospective basis and is not expected to have
a material effect on the Company’s consolidated statement of cash flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash.” This
ASU requires that the statement of cash flows explain the change during the period in the total of cash, cash
equivalents, and restricted cash. The standard is effective for the Company’s annual and interim periods beginning
January 1, 2018 and requires retrospective adoption. The Company does not expect the adoption of this standard to
have a material effect on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): “Improving the
Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The ASU will change how
employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of the
benefits in the statements of operations. This cost, commonly referred to as the “net periodic benefit cost,” is

comprised of several components that reflect different aspects of the arrangement with the employee, including the
effect of the related funding. Currently, the Company aggregates the various components of the net periodic benefit
cost (including interest cost and the expected return on plan assets) for presentation purposes and includes these
costs within Operating income (loss) in the Consolidated Statements of Operations. Under the new guidance, these
costs will be presented below Operating income (loss). This ASU is effective for fiscal years beginning after
December 15, 2017, including interim periods within that reporting period. The Company will be adopting the
standard for the year ending December 31, 2018. The adoption of the standard will have no impact on net income. In
connection with the adoption of this new standard, prior periods will be recast to reflect the new presentation. The
amount of net periodic benefit cost that will be reclassified below operating income for fiscal years 2017 and 2016
was approximately $42 million and $25 million of income, respectively.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): “Scope of
Modification Accounting.” This ASU provides guidance about which changes to the terms or conditions of a share-
based payment award require an entity to apply modification accounting. Under the new standard, modification
accounting applies unless all the following conditions are met: (i) the fair value of the modified award is the same as
the fair value of the original award immediately before the modification, (ii) the vesting conditions of the modified
award are the same as the vesting conditions of the original award immediately before the modification, and (iii) the
classification of the modified award as an equity instrument or a liability instrument is the same as the classification
the original award immediately before the original award is modified. Generally speaking, modification accounting
requires an entity to calculate and recognize the incremental fair value of the modified award as compensation cost
on the date of modification (for a vested award) or over the remaining service period (for an unvested award). This
ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting
period; however, early adoption is permitted. The impact of this guidance, which was applied prospectively on
January 1, 2018, is dependent on future modifications, if any, to the Company’s share-based payment awards.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): “Targeted Improvements to
Accounting for Hedging Activities.” This ASU is effective for fiscal years beginning after December 15, 2018,
including interim periods within that reporting period; however, early adoption is permitted. The purpose of the
amendments in this ASU is to better align an entity’s risk management activities and financial reporting for hedging
relationships, simplify hedge accounting requirements, and improve the disclosures of hedging arrangements. The
Company early-adopted the standard effective October 1, 2017. The adoption of the standard did not have a material
impact on the Company’s consolidated financial statements. For additional information, refer to Note 9—Derivative
Instruments.

3. Acquisitions and Divestitures

Con-way Inc.

In October 2015, XPO completed its acquisition of Con-way Inc. (“Con-way”), a transportation and logistics
company. The fair value of the total consideration paid by XPO was $2,317.8 million, net of cash acquired of $437.3
million, consisting of $2,706.6 million of cash paid at the time of closing for the purchase of all of Con-way’s
outstanding shares of common stock, par value $0.625 (the “Con-way Shares”), $17.6 million representing the
portion of replacement equity awards attributable to pre-acquisition service, and a $30.9 million liability for the
settlement of certain Con-way stock-based compensation awards.

(In millions)
Cash consideration
Liability for equity award settlement
Portion of replacement equity awards attributable to pre-acquisition service
Cash acquired
Total consideration

2,706.6
30.9
17.6
(437.3)
2,317.8

Norbert Dentressangle SA

In April 2015, XPO entered into (1) a Share Purchase Agreement (the “Share Purchase Agreement”) relating to ND,
a French société anonyme and (2) a Tender Offer Agreement (the “Tender Offer Agreement” and, together with the
Share Purchase Agreement, the “ND Transaction Agreements”) between XPO and ND. The ND Transaction
Agreements provided for the acquisition of a majority stake in ND by XPO, followed by an all-cash simplified
tender offer by XPO to acquire the remaining outstanding ND shares.

In June 2015, pursuant to the terms of the Share Purchase Agreement, XPO purchased approximately 67% of the
share capital of ND and all of the outstanding share subscription warrants granted by ND to employees, directors or
other officers of ND and its affiliates (together, the “Share Purchase”). Total cash consideration paid by XPO for the
Share Purchase was €1,437.0 million, or $1,603.9 million, excluding acquired debt. This cash consideration
reflected only that portion of the fair value of the warrants attributable to service performed by employees, officers,
or directors of ND and its affiliates prior to the acquisition date. The remaining balance of the fair value of the
warrants was recorded as compensation expense in the post-combination period. The Company also agreed to settle
certain ND performance stock awards. Similar to the warrants, the consideration paid by XPO for these stock awards
of €11.8 million, or $13.2 million, included only that portion of the fair value attributable to service performed prior
to the acquisition date with the balance recorded as compensation expense in the post-combination period. The
performance shares were settled in cash with 50% of the awards paid 18 months from the acquisition date and the
remaining 50% paid 36 months from the acquisition date. Further, as a result of the acquisition, the Company repaid
certain ND indebtedness and related interest rate swap liabilities totaling €628.5 million, or $705.0 million.

In June 2015, XPO launched a mandatory simplified cash offer (the “Tender Offer”) to purchase all of the
outstanding ordinary shares of ND (other than the shares already owned by XPO). During the Tender Offer period,
the minority shareholders had the right to sell their shares of ND to the Company and the Company had the
obligation to purchase those shares at the Tender Offer price. Once the Tender Offer closed on July 17, 2015, the
noncontrolling interest is classified as noncontrolling interest in equity in the consolidated balance sheet. The
Company purchased 1,921,553 shares under the Tender Offer and acquired a total of approximately 86.25% of the
share capital of ND. The total fair value of the consideration paid by XPO in connection with the Tender Offer was
€702.5 million, or $784.2 million, which is based on the quoted market price of ND shares on the acquisition date.
The total consideration paid by XPO for ND is summarized in the table below in Euros (“EUR”) and USD:

(In millions)
Cash consideration
Liability for performance share settlement
Repayment of indebtedness
Noncontrolling interests
Cash acquired
Total consideration

Bridge Terminal Transport Services, Inc.

In EUR

In USD

1,437.0
11.8
628.5
702.5
(134.6)
2,645.2

1,603.9
13.2
705.0
784.2
(151.0)
2,955.3

€

In May 2015, the Company acquired all of the outstanding capital stock of Bridge Terminal Transport Services, Inc.
(“BTT”), a leading asset-light drayage provider in the United States. The fair value of the total consideration paid by
XPO under the BTT Stock Purchase Agreement was $103.8 million and consisted of $103.1 million of cash paid at
the time of closing, including an estimate of the working capital adjustment, and $0.7 million of equity.

UX Specialized Logistics

In February 2015, pursuant to an Asset Purchase Agreement between the Company and Earlybird Delivery Systems,
LLC, the Company acquired certain assets of UX Specialized Logistics, LLC (“UX”). The fair value of the total
consideration paid under the UX Asset Purchase Agreement was $58.9 million and consisted of $58.1 million of
cash paid at the time of closing, including an estimate of the working capital adjustment, and $0.8 million of equity.
UX provided last mile logistics and same day delivery services for major retail chains and e-commerce companies.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma consolidated results of operations for the year ended December 31, 2015 present
consolidated information of the Company as if the acquisitions of Con-way and ND had occurred as of January 1,
2015:

(Dollars in millions, except per share data)
Revenue
Operating income
Net loss
Basic loss per share
Diluted loss per share

Pro Forma Year Ended
December 31,

2015

14,833.5
233.3
(174.5)
(2.11)
(2.11)

The unaudited pro forma consolidated results for the year ended December 31, 2015 was prepared using the
acquisition method of accounting and is based on the historical financial information of Con-way, ND, and the
Company. The unaudited pro forma consolidated results incorporate historical financial information for all
significant acquisitions, without effect to the sale of the North American Truckload operations noted below. The
historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly
attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the
combined results. The unaudited pro forma consolidated results are not necessarily indicative of what the
Company’s consolidated results of operations actually would have been had it completed these acquisitions on
January 1, 2015.

Divestitures

North American Truckload Operations

In October 2016, pursuant to a Stock Purchase Agreement between the Company and a subsidiary of TransForce Inc.
(“TransForce”), the Company divested its North American Truckload operations (formerly known as Con-way
Truckload) for approximately $558.0 million cash consideration, subject to certain adjustments. The Company also
agreed to provide certain specified transition services to TransForce following the transaction. For the period from
January 1, 2016 through October 26, 2016, these North American Truckload operations generated revenue of $431.9
million and operating income of $31.9 million. These North American Truckload operations are included in the
Company’s Transportation segment through the date of sale. As the proceeds from the sale equaled the carrying
value (inclusive of goodwill), there was no gain or loss recognized in connection with this divestiture.

4. Segment Reporting and Geographic Information

The Company is organized into two reportable segments: Transportation Services and Logistics Services.

In the Transportation segment, the Company provides multiple services to facilitate the movement of raw materials,
parts and finished goods. The Company accomplishes this by using its proprietary transportation technology, third-
party carriers and Company-owned trucks and service centers. XPO’s transportation services include: freight
brokerage, last mile, LTL, full truckload, and global forwarding services. Freight brokerage, last mile, and global
forwarding are all non-asset or asset-light businesses. LTL and full truckload are asset-based.

In the Logistics segment, referred to as supply chain, the Company provides a range of contract logistics services,
including highly engineered and customized solutions, value-added warehousing and distribution, cold chain
solutions and other inventory management solutions. Additionally, the Company performs e-commerce fulfillment,
order personalization, warehousing, reverse logistics, storage, factory support, aftermarket support, manufacturing,
distribution, packaging and labeling, as well as supply chain optimization services such as production flow
management.

Certain of the Company’s operating companies provide transportation and related services for other companies
outside their reportable segment. Billings for such services are based on negotiated rates, which the Company

believes approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from
time to time based on market conditions. Such intersegment revenues and expenses are eliminated in the Company’s
consolidated results and are not separately identified in the following segment information, because the amounts are
not material.

Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, as
well as certain other costs and credits not attributed to the Company’s core business. These costs are not allocated to
the business segments.

The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), regularly reviews
financial information at the reporting segment level in order to make decisions about resources to be allocated to the
segments and to assess their performance. Segment results that are reported to the CODM include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis. Asset information by segment
is not provided to the Company’s CODM as the majority of the Company’s assets are managed at the corporate
level.

The Company evaluates performance based on the various financial measures of the respective business segments.
The following table presents a reconciliation of reportable segment selected financial data to the consolidated
financial statements totals for the years ended December 31, 2017, 2016 and 2015, respectively:

(In millions)
Year Ended December 31, 2017

Transportation

Logistics

Corporate

Eliminations

Total

Revenue

9,820.5

5,722.7

— $

Operating income (loss)

Depreciation and amortization

Year Ended December 31, 2016

538.8

439.4

249.2

211.0

(164.8)
8.0

Revenue

9,457.3

5,323.9

— $

Operating income (loss)

Depreciation and amortization

Year Ended December 31, 2015

438.0

449.1

209.5

192.3

(159.4)
2.0

(162.4) $
—

—

15,380.8

623.2

658.4

(161.8) $
—

—

14,619.4

488.1

643.4

Revenue

4,924.4

2,768.4

— $

Operating income (loss)

Depreciation and amortization

51.6

226.5

81.6

136.9

(162.0)
1.5

(69.6) $
0.2

—

7,623.2
(28.6)
364.9

For segment reporting purposes by geographic region, revenues are attributed to the sales office location. The
following table presents revenues generated by geographical area:

(In millions)
Revenue

United States

North America (excluding United States)

France

United Kingdom

Europe (excluding France and United Kingdom)

Asia

Other

Total

Years Ended December 31,

2017

2016

2015

9,162.6

8,758.0

297.9

2,006.1

1,798.9

1,930.3

170.3

14.7

322.0

1,902.7

1,700.9

1,644.5

264.3

27.0

4,278.5

166.3

1,018.8

1,063.5

904.6

171.9

19.6

15,380.8

14,619.4

7,623.2

As of December 31, 2017 and 2016, the Company held long-lived tangible and definite-lived intangible assets
outside of the United States of $1,382.5 million and $1,213.3 million, respectively.

5. Restructuring Charges

In conjunction with various acquisitions, the Company has initiated a facility rationalization and severance program
to close facilities and reduce employment. These initiatives are intended to improve the Company’s efficiency and
profitability.

The restructuring charges incurred during the years ended December 31, 2017 and 2016, and included in the
Company’s Consolidated Statements of Operations as Sales, general and administrative expense (“SG&A”), direct
operating expense, and cost of transportation and services, are summarized below.

Year ended December 31, 2017

Reserve Balance at
December 31, 2016

Charges
Incurred

Payments

Foreign
Exchange and
Other

Reserve Balance at
December 31, 2017

(In millions)

Transportation

Contract termination

— $

Facilities

Severance

Total

Logistics

Contract termination

Facilities

Severance

Total

Corporate

Contract termination

Facilities

Severance

Total

1.4

5.8

7.2

0.7

0.5

16.1

17.3

0.3

—

0.4

0.7

0.5

0.2

23.3

24.0

—

6.7

—

2.9

(1.3)
(16.2)
(17.5)

(0.4)
(0.5)
(18.8)
(19.7)

(0.3)
—
(2.0)
(2.3)
(39.5) $

—

0.8

(0.3)
—

1.1

0.8

—

0.5

0.3

13.7

14.5

—

5.1

—

1.3

1.6

20.9

25.2

33.6

Year ended December 31, 2016

Reserve Balance at
December 31, 2015

Charges
Incurred

Payments

Foreign
Exchange and
Other

Reserve Balance at
December 31, 2016

(In millions)

Transportation

Contract termination

Facilities

Severance

Total

Logistics

Contract termination

Facilities

Severance

Total

Corporate

Contract termination

Facilities

Severance

Total

0.1

0.6

26.7

27.4

0.8

—

25.5

26.3

4.0

—

3.5

7.5

1.8

1.7

5.1

8.6

2.2

0.7

14.7

17.6

—

0.1

1.2

1.3

61.2

27.5

6. Property and Equipment

The following table outlines the Company’s property and equipment:

(In millions)

Property and Equipment

Land
Buildings and leasehold improvements
Vehicles, tractors, trailers and tankers
Machinery and equipment
Office and warehouse equipment
Computer software and equipment

Less: Accumulated depreciation and amortization

Total Property and Equipment, net

(1.9) $
(0.9)
(25.9)
(28.7)

(2.3)
(0.2)
(23.5)
(26.0)

(3.7)
(0.1)
(4.3)
(8.1)
(62.8) $

— $

—
(0.1)
(0.1)

—

—
(0.6)
(0.6)

—

—
(0.7) $

—

1.4

5.8

7.2

0.7

0.5

16.1

17.3

0.3

—

0.4

0.7

25.2

December 31,

2017

2016

410.1
557.6
1,463.7
488.7
158.7
694.4
3,773.2
(1,109.5)
2,663.7

442.0
503.8
1,194.2
370.9
113.3
503.1
3,127.3
(589.9)
2,537.4

Depreciation of property and equipment and amortization of computer software was $487.7 million, $466.0 million
and $203.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Assets represented by
capital leases, net of accumulated depreciation, were $243.8 million and $100.1 million at December 31, 2017 and
2016, respectively, and are included primarily in vehicles, tractors, trailers and tankers. Property and equipment
acquired through capital leases was $145.1 million and $70.9 million in 2017 and 2016, respectively. The net book
value of capitalized internally-developed software totaled $205.6 million and $132.1 million as of December 31,
2017 and 2016, respectively.

7. Goodwill

The following is a summary of the changes in the gross carrying amounts of goodwill by segment. The 2016
adjustments are the result of 2015 acquisitions for which the measurement period remained open, as well as the
impact of foreign exchange translation.

(In millions)
Goodwill at December 31, 2015

Divestiture
Property and equipment and intangible asset fair value
adjustments

Other fair value adjustments
Deferred tax and other tax adjustments
Impact of foreign exchange translation

Goodwill at December 31, 2016

Impact of foreign exchange translation

Goodwill at December 31, 2017

Transportation
2,504.7
$
(290.6)

Logistics

Total

2,105.9
—

4,610.6
(290.6)

95.8
140.5
(53.1)
(46.8)
2,350.5
107.6
2,458.1

40.0
(54.6)
(29.6)
(86.4)
1,975.3
130.2
2,105.5

135.8
85.9
(82.7)
(133.2)
4,325.8
237.8
4,563.6

8. Intangible Assets

The following table outlines the Company’s identifiable intangible assets:

(In millions)
Definite-lived intangibles

Customer relationships
Trade name
Non-compete agreements

December 31, 2017

December 31, 2016

Gross Carrying
Amount

Accumulated
Amortization

Gross Carrying
Amount

Accumulated
Amortization

1,924.1
54.1
16.6
1,994.8

494.1
51.8
13.6
559.5

1,848.3
47.5
16.0
1,911.8

326.3
39.9
10.9
377.1

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:

(In millions)
Estimated amortization expense

2018

2019

2020

2021

2022

160.4

154.0

147.9

140.3

130.3

Thereafter
702.4
$

Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency
exchange rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of
intangible assets and other events.

Intangible asset amortization expense recorded in SG&A was $164.0 million, $174.4 million and $160.8 million for
the years ended December 31, 2017, 2016 and 2015, respectively.

9. Derivative Instruments

In the normal course of business, the Company is exposed to certain risks arising from business operations and
economic factors, including fluctuations in interest rates and foreign currencies. To manage the volatility related to
this exposure to fluctuations in interest rates and foreign currencies, the Company uses derivative instruments. The
objective of these derivative instruments is to reduce fluctuations in the Company’s 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. The Company has not historically incurred, and does not expect to
incur in the future, any losses as a result of counterparty default.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the
risk management objective and strategy for undertaking various hedge transactions. This process includes linking
cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The Company also
formally assesses, both at the hedge’s inception and on an ongoing basis, whether the designated derivative
instruments that are used in hedging transactions are highly effective in offsetting changes in cash flow of hedged
items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged
transaction is no longer probable, hedge accounting is discontinued prospectively.

The following table presents the account on the Consolidated Balance Sheets in which the Company’s derivative
instruments have been recognized, the fair value hierarchy level applicable to each type of derivative instrument,
and the related notional amounts and fair values:

(In millions)

Derivatives designated as hedges:

December 31, 2017

Derivative Assets

Derivative Liabilities

Notional
Amount

Balance Sheet
Location

Fair
Value

Balance Sheet Location

Fair
Value

Cross-currency swap agreements

$ 1,303.7 Other long-term assets

— Other long-term liabilities

(146.4)

Derivatives not designated as hedges:

Foreign currency option and forward contracts

1,038.0

Other current assets

Total

2.2

Other current liabilities

(15.5)

(161.9)

(In millions)

Derivatives designated as hedges:

December 31, 2016

Derivative Assets

Derivative Liabilities

Notional
Amount

Balance Sheet
Location

Fair
Value

Balance Sheet Location

Fair
Value

Cross-currency swap agreements

730.9 Other long-term assets

11.9 Other long-term liabilities

(6.9)

Cross-currency swap agreements

3.3

Other current assets

0.1

Other current liabilities

Interest rate swaps

105.4

Other current assets

— Other current liabilities

Derivatives not designated as hedges:

Foreign currency option and forward contracts

552.2

Other current assets

18.8

Other current liabilities

Foreign currency option and forward contracts

742.6 Other long-term assets

26.7 Other long-term liabilities

—

(2.3)

(1.0)

(5.8)

Total

57.5

(16.0)

The fair value of the derivatives is 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 instruments designated as hedges and nonderivatives designated as hedges in the
Consolidated Statements of Operations for the years ended December 31, 2017, 2016, and 2015 are as follows:

Amount of Gain (Loss) Recognized in
Other Comprehensive Income on
Derivative

Amount of Gain
(Loss) Reclassified
from AOCI into
Net Income

Amount of Gain (Loss)
Recognized in Income
on Derivative (Amount
Excluded from
Effectiveness Testing)

(In millions)

2017

2016

2015

2017

Derivatives designated as cash flow
hedges:

Cross-currency swap agreements

(21.0) $

— $

(3.3) $

Interest rate swaps

2.4

4.4

(1.4)

Derivatives designated as net investment
hedges:

Cross-currency swap agreements

(99.8)

15.3

Nonderivatives designated as hedges:

Foreign currency denominated notes

7.9

(26.9)

Total

(110.5) $

(7.2) $

4.9

4.7

8.2

—

(3.3) $

0.4

—

7.8

—

8.2

There were no gains (losses) reclassified out of AOCI into net income for the years ended December 31, 2016 and
2015.

The pre-tax gain (loss) recognized in earnings in the Consolidated Statements of Operations for derivatives not
designated as hedging instruments was as follows:

(In millions)
Interest rate swaps (1)
Foreign currency option and forward contracts (2)
Total

(1) Included in interest expense.

(2) Included in foreign currency (loss) gain.

Cross-Currency Swap Agreements

Years Ended December 31,

2017

2016

2015

— $

(64.3)
(64.3) $

0.7

43.5

44.2

(1.0)
(9.7)
(10.7)

In May 2017, the Company entered into certain cross-currency swap agreements to manage the related foreign
currency exchange risk by effectively converting the fixed-rate USD-denominated Senior Notes due 2023 (see Note
10—Debt), including the semi-annual interest payments, to fixed-rate, EUR-denominated debt. The risk
management objective of these 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 the Senior Notes due 2023.

During the term of the swap contracts, the Company will receive quarterly interest payments in March, June,
September and December of each year from the counterparties based on USD fixed interest rates, and the Company
will make quarterly interest payments in March, June, September and December of each year to the counterparties
based on EUR fixed interest rates. At maturity, the Company will repay the original principal amount in EUR and
receive the principal amount in USD.

In 2015, in connection with the issuance of the Senior Notes due 2022, the Company entered into certain cross-
currency swap agreements to manage the related foreign currency exchange risk by effectively converting a portion
of the fixed-rate USD-denominated Senior Notes due 2022, including the semi-annual interest payments, to fixed-
rate, EUR-denominated debt. The risk management objective 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 a portion of the Senior Notes due 2022. During the term of the swap contracts, the
Company will receive semi-annual interest payments in June and December of each year from the counterparties
based on USD fixed interest rates, and the Company will make semi-annual interest payments in June and December
of each year to the counterparties based on EUR fixed interest rates. At maturity, the Company will repay the
original principal amount in EUR and receive the principal amount in USD.

The Company has designated the cross-currency swap agreements as qualifying hedging instruments and is
accounting for these as net investment hedges. The gains and losses resulting from fair value adjustments to the
cross-currency swap agreements are recorded as cumulative translation adjustments in AOCI to the extent that the
cross-currency swaps are effective in hedging the designated risk. In the fourth quarter of 2017, and in accordance
with the guidance in ASU 2017-12, the Company simplified its method of assessing the effectiveness of its 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 effective portion of the change in the fair value due to
foreign exchange remains in AOCI and the remaining ineffective portion will initially remain in AOCI and then get
reclassified from AOCI to interest expense each period in a systematic manner. Cash flows related to the cross-
currency swaps that are treated as net investment hedges are included in Operating activities on the Consolidated
Statements of Cash Flows.

Additionally, subsequent to the adoption of ASU 2017-12, a portion of the cross currency swap that hedges the
Senior Notes due 2023 was de-designated as a net investment hedge and re-designated with a larger notional amount
as a cash flow hedge. This cash flow hedge was entered into to manage the related foreign currency exposure from
intercompany loans. The amounts in AOCI related to the net investment hedge at the date of de-designation were
recognized as cumulative translation adjustments and will remain in AOCI until the subsidiary is sold or
substantially liquidated. For the new cash flow hedge, the Company will reclassify a portion of AOCI to earnings to
offset the foreign exchange impact in earnings created by the intercompany loans. The Company will also amortize a
portion of the AOCI to earnings related to the initial portion of the loss of $3.0 million excluded from the assessment
of effectiveness of the cash flow hedge. Cash flows related to cash flow hedges containing an other than
insignificant financing element are included in Financing activities on the Consolidated Statements of Cash Flows.

Hedge of Net Investments in Foreign Operations

In addition to the cross-currency swaps, the Company periodically uses foreign currency denominated notes
as nonderivative hedging instruments of its net investments in foreign operations. In 2016 and 2015, the Company
had designated the Senior Notes due 2021 as a net investment hedge and the gains and losses resulting from the
exchange rate adjustments to the designated portion of the foreign currency denominated notes were recorded in
AOCI to the extent that the foreign currency denominated notes are effective in hedging the designated risk. As of
December 31, 2017, there is no amount of Long-term debt on the Consolidated Balance Sheets that is designated as
a net investment hedge of its investments in international subsidiaries that use the EUR as their functional currency.
The amount recognized in AOCI during the period that the Senior Notes due 2021 were designated as a net
investment hedge remains in AOCI as of December 31, 2017 and will remain in AOCI until the subsidiary is sold or
substantially liquidated. From the de-designation date through December 2017, when the 2021 Notes were
redeemed, the gains and losses resulting from exchange rate adjustments to the foreign currency denominated notes
were recorded in the statement of operations in Foreign currency loss (gain). The Company does not expect amounts
that are currently deferred in AOCI to be reclassified to income over the next 12 months.

Interest Rate Hedging

In order to mitigate variability in forecasted interest payments on the Company’s EUR-denominated asset financings
that are based on benchmark interest rates (e.g., Euribor), the Company entered into interest rate swaps. The
objective was for the cash flows of the interest rate swaps to offset any changes in cash flows of the forecasted
interest payments attributable to changes in the benchmark interest rate. The interest rate swaps converted floating
rate interest payments into fixed rate interest payments. The Company designated the interest rate swaps as
qualifying hedging instruments and accounted for these as cash flow hedges of the forecasted obligations. The gains
and losses resulting from fair value adjustments to the designated portion of the interest rate swaps were recorded in
AOCI and will be reclassified from AOCI to interest expense on the dates that interest payments accrue, or when the

hedged item becomes probable not to occur. The Company hedged its exposure to the variability in future cash flows
for forecasted interest payments through the maturity date of the swap in December 2017. During the years ended
December 31, 2017 and 2016, certain interest rate swaps were not designated as hedges. The gains and losses related
to the interest rate swaps not designated as hedges were included in Interest expense in the Consolidated Statements
of Operations. Cash flows related to the interest rate swaps were included in Operating activities on the
Consolidated Statements of Cash Flows.

Foreign Currency Option and Forward Contracts

In order to mitigate the currency translation risk which results from converting the financial statements of the
Company’s international operations, which primarily use the EUR and British Pound Sterling (“GBP”) as their
functional currency, the Company uses foreign currency option and forward contracts. Additionally, the Company
may use foreign currency forward contracts to mitigate the foreign currency exposure from intercompany loans. The
foreign currency contracts were not designated as qualifying hedging instruments as of December 31, 2017 or 2016.
The contracts are not speculative; rather, they are used to manage the Company’s exposure to foreign currency
exchange rate fluctuations. The contracts expire in 12 months or less. Gains or losses on the contracts are recorded
in Foreign currency loss (gain) in the Consolidated Statements of Operations. Cash flows related to the foreign
currency contracts are included in Operating activities on the Consolidated Statements of Cash Flows, except for the
cash flows resulting from forwards designated as hedges of intercompany loans which are included in Financing
activities.

10. Debt

The following table summarizes the primary terms for components of debt:

(In millions)

ABL Facility

Term loan facility

6.125% Senior Notes due 2023

6.50% Senior Notes due 2022

5.75% Senior Notes due 2021

7.25% Senior Notes due 2018

6.70% Senior Debentures due 2034

4.50% Convertible senior notes

4.00% Euro private placement notes due 2020

European Trade Securitization Program

Asset financing

Capital leases for equipment

Total debt

Current maturities of long-term debt

Long-term debt

December 31, 2017

December 31, 2016

Principal
Balance

Carrying
Value

Principal
Balance

Carrying
Value

100.0

30.0

1,494.0

1,455.6

1,481.9

1,439.2

535.0

528.0

535.0

527.1

1,600.0

1,583.0

1,600.0

1,579.9

—

300.0

—

14.4

302.6

90.0

247.9

—

202.8

—

15.3

298.6

90.0

247.9

527.1

265.8

300.0

49.4

12.6

—

145.0

97.4

520.7

267.1

200.8

47.1

13.7

—

145.0

97.4

4,683.9

4,521.2

5,044.2

4,868.0

103.7

138.9

136.5

$ 4,580.2

$ 4,417.5

$ 4,905.3

$ 4,731.5

The fair value of the debt at December 31, 2017 was $4,816.1 million, of which $2,647.4 million was classified as
Level 1 and $2,168.7 million was classified as Level 2 in the fair value hierarchy. The fair value of the debt at
December 31, 2016 was $5,234.7 million, of which $3,586.2 million was classified as Level 1 and $1,648.5 million
was classified as Level 2. The Level 1 debt was valued using quoted prices in active markets. The Level 2 debt was
valued using bid evaluation pricing models or quoted prices of securities with similar characteristics. The fair value

of the asset financing arrangements approximates carrying value since the debt is primarily issued at a floating rate,
may be prepaid any time at par without penalty, and the remaining life is short-term in nature.

The following table outlines the Company’s principal payment obligations on debt (excluding capital leases) for the
next five years:

(In millions)
Principal payments on debt

2018

2019

2020

61.0

22.7

420.9

2021
$ 1,494.6

2022
$ 1,600.6

Thereafter
836.2
$

ABL Facility

In October 2015, the Company entered into the Second Amended and Restated Revolving Loan Credit Agreement
(the “ABL Facility”) among XPO and certain of XPO’s U.S. and Canadian wholly owned subsidiaries (which
include the U.S. subsidiaries of the former Con-way), as borrowers, the other credit parties from time to time party
thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc. (“MSSF”), as agent for such lenders. The
ABL Facility replaced XPO’s then existing Amended Credit Agreement, and, among other things, (i) increased the
commitments under the ABL Facility to $1.0 billion, (ii) permitted the acquisition of Con-way, and the transactions
relating thereto, (iii) reduced the margin on loans under the ABL Facility by 0.25% from that contained in the then
existing Amended Credit Agreement and (iv) matures on October 30, 2020. Up to $350 million of the ABL Facility
is available for issuance of letters of credit, and up to $50 million of the ABL Facility is available for swing line
loans. Total unamortized debt issuance costs related to the ABL Facility classified in other long-term assets at
December 31, 2017 and 2016 were $6.2 million and $8.1 million, respectively.

Availability on the ABL Facility is equal to the borrowing base less advances and outstanding letters of credit. The
borrowing base includes a fixed percentage of (i) eligible U.S. and Canadian accounts receivable plus (ii) any
eligible U.S. and Canadian rolling stock and equipment. At December 31, 2017, the Company had a borrowing base
of $1.0 billion and availability under the ABL Facility of $655.4 million at December 31, 2017 after considering
outstanding letters of credit on the ABL Facility of $244.6 million. XPO may from time to time increase base
availability under the ABL Facility up to $1.0 billion less any then outstanding letters of credit by including into the
borrowing additional rolling stock and equipment. A maximum of 20% of the borrowing base can be attributable to
the equipment and rolling stock in the aggregate. As of December 31, 2017, the Company was in compliance with
the ABL Facility’s financial covenants.

The ABL Facility is secured on a first lien basis by the assets of the credit parties which constitute ABL Facility
priority collateral and on a second lien basis by certain other assets. ABL Facility priority collateral consists
primarily of U.S. and Canadian accounts receivable as well as any U.S. and Canadian rolling stock and equipment
included by XPO in the borrowing base. The Company’s borrowings under the ABL Facility will bear interest at a
rate equal to the London Interbank Offered Rate (“LIBOR”) or a Base Rate, as defined in the agreement, plus an
applicable margin of 1.50% to 2.00%, in the case of LIBOR loans, and 0.50% to 1.00%, in the case of Base Rate
loans. The interest rate on outstanding borrowings at December 31, 2017 was 2.97%. The ABL Facility contains
representations and warranties, affirmative and negative covenants and events of default customary for agreements
of this nature.

Among other things, the covenants in the ABL Facility limit the Company’s ability to, with certain exceptions: incur
indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain
investments and restricted payments; and enter into certain transactions with affiliates. In certain circumstances,
such as if availability is below certain thresholds, the ABL Facility also requires the Company to maintain a Fixed
Charge Coverage Ratio (as defined in the ABL Facility) of not less than 1.00. As of December 31, 2017, the
Company is in compliance with this financial covenant. If an event of default under the ABL Facility shall occur and
be continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder,
together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and
payable. Certain subsidiaries acquired by the Company in the future may be excluded from the restrictions contained
in certain of the foregoing covenants.

Term Loan Facility

In October 2015, XPO entered into a Senior Secured Term Loan Credit Agreement (the “Term Loan Credit
Agreement”) that provided for a single borrowing of $1.6 billion. The Term Loan Credit Agreement was issued at an
original issue discount of $32.0 million.

In March 2017, the Company entered into a Refinancing Amendment (Amendment No. 2 to Credit Agreement) (the
“Second Amendment”), by and among XPO, its subsidiaries signatory thereto, as guarantors, the lenders party
thereto and MSSF, in its capacity as administrative agent (the “Administrative Agent”), amending that certain Senior
Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as amended, amended and restated,
supplemented or otherwise modified, including by that certain Incremental and Refinancing Amendment
(Amendment No. 1 to Credit Agreement) (the “First Amendment”), dated as of August 25, 2016, the “Term Loan
Credit Agreement”).

On November 3, 2016, the Company used the proceeds from sale of the North American Truckload operations to
repurchase $555.0 million of Term Loan debt at par. The repurchase of debt resulted in a non-cash debt
extinguishment charge of $16.5 million in the fourth quarter of 2016.

Commencing with the fiscal year ending December 31, 2016, the Company must prepay an aggregate principal
amount of the Term Loan Facility equal to (a) 50% of Excess Cash Flow, as defined in the agreement, if any, for the
most recent fiscal year ended minus (b) the sum of (i) all voluntary prepayments of loans during such fiscal year and
(ii) all voluntary prepayments of loans under the ABL Facility or any other revolving credit facilities during such
fiscal year to the extent accompanied by a corresponding permanent reduction in the commitments under the credit
agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and
(ii), to the extent such prepayments are funded with internally generated cash flow, as defined in the
agreement; provided, further, that (x) the Excess Cash Flow percentage shall be 25% if the Consolidated Secured
Net Leverage Ratio of Borrower, as defined in the agreement, for the fiscal year was less than or equal to 3.00:1.00
and greater than 2.50:1.00 and (y) the Excess Cash Flow percentage shall be 0% if the Consolidated Secured Net
Leverage Ratio of Borrower for the fiscal year was less than or equal to 2.50:1.00. The remaining principal is due at

maturity. As of December 31, 2017, the Company’s Consolidated Secured Net Leverage Ratio was less than
2.50:1.00; therefore, no excess cash payment was required.

Senior Notes

In August 2017, the Company redeemed all of its outstanding 7.25% senior notes due January 2018 (the “2018
Notes”). The 2018 Notes has been assumed in connection with the Company’s acquisition on Con-way. The
redemption price for the 2018 Notes was 102.168% of the principal amount of the Notes, plus accrued and unpaid
interest to, but excluding, the date of redemption. The redemption was funded using cash on hand at the date of the
redemption. The loss on debt extinguishment was approximately $5.3 million.

In August 2016, the Company completed a private placement of $535.0 million aggregate principal amount of
6.125% senior notes due September 1, 2023 (“Senior Notes due 2023”). In June 2015, the Company completed a
private placement of $1,600.0 million aggregate principal amount of 6.50% Senior Notes due 2022.

The Senior Notes bear interest payable semiannually, in cash in arrears. The Senior Notes due 2023 mature on
September 1, 2023. The Senior Notes due 2022 mature on June 15, 2022.

The Senior Notes are guaranteed by each of the Company’s direct and indirect wholly-owned restricted subsidiaries
(other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, the Company’s
ABL Facility (or certain replacements thereof) or guarantee certain capital markets indebtedness of the Company or
any guarantor of the Senior Notes. The Senior Notes and the guarantees thereof are unsecured, unsubordinated
indebtedness of the Company and the guarantors. Among other things, the covenants of the Senior Notes limit the
Company’s ability to, with certain exceptions: incur indebtedness or issue disqualified stock; grant liens; pay
dividends or make distributions in respect of capital stock; make certain investments or other restricted payments;
prepay or repurchase subordinated debt; sell or transfer assets; engage in certain mergers, consolidations,
acquisitions and dispositions; and enter into certain transactions with affiliates.

Senior Debentures

In conjunction with the Company’s acquisition of Con-way, the Company assumed Con-way’s 6.70% Senior
Debentures due 2034 (the “Senior Debentures”) with an aggregate principal amount of $300.0 million. The Senior
Debentures bear interest payable semiannually, in cash in arrears, and mature on May 1, 2034. In accordance with
ASC 805 “Business Combinations,” the Senior Debentures were recorded at fair value on the Con-way acquisition
date, resulting in a fair value discount of $101.3 million on October 30, 2015. Including amortization of the fair
value adjustment, interest expense on the Senior Debentures is recognized at an annual effective interest rate of
10.96%.

Convertible Senior Notes

The Convertible Senior Notes bore interest payable semi-annually, in cash in arrears, and matured on October 1,
2017.

During the year ended December 31, 2017, the Company issued an aggregate of approximately 3.0 million shares of
the Company’s common stock to certain holders of the Convertible Senior Notes in connection with the conversion
of the Convertible Senior Notes. The Convertible Senior Notes and shares of common stock underlying the
Convertible Senior Notes were registered pursuant to a registration statement on Form S-3. The conversions were
allocated to long-term debt and equity in the amounts of $49.0 million and $49.5 million, respectively. A loss on
conversion of $0.5 million was recorded as part of these transactions. Certain of these transactions represented
induced conversions pursuant to which the Company paid the holder a market-based premium in cash. The

negotiated market-based premiums, in addition to the difference between the current fair value and the book value of
the Convertible Senior Notes, were reflected in interest expense.

Euro Private Placement Notes

The Euro Private Placement Notes due 2020 have €12.0 million EUR-denominated aggregate principal amount
outstanding as of December 31, 2017. The Euro Private Placement Notes due 2020 bear interest payable annually, in
cash in arrears, and mature on December 20, 2020.

The Euro Private Placement Notes are subject to leverage ratio and indebtedness ratio financial covenants, as
defined in the agreements. ND is required to maintain a leverage ratio of less than or equal to 4.50 and an
indebtedness ratio of less than or equal to 2.00 as of each semi-annual testing date. As of December 31, 2017, the
latest semi-annual testing date, ND is in compliance with the financial covenants.

Asset Financing

The asset financing arrangements are unsecured and are used to purchase trucks in Europe. The financing
arrangements are denominated in USD, EUR, GBP and Romanian New Lei, with primarily floating interest rates. As
of December 31, 2017, interest rates on asset financing range from 0.67% to 4.97%, with a weighted average interest
rate of 1.23%, and initial terms range from three years to ten years.

European Trade Securitization Program

11. Employee Benefit Plans

Defined Benefit Pension Plans

The Company maintains defined benefit pension plans for certain employees in the United States. These pension
plans include qualified plans (the “U.S. Qualified Plans”) that are eligible for certain beneficial treatment under the
Internal Revenue Code (“IRC”), as well as non-qualified plans that do not meet the IRC criteria. The Company’s
non-qualified defined benefit pension plans (collectively, the “U.S. Non-Qualified Pension Plans” and together with
the U.S. Qualified Plans, the “U.S. Plans”) consist mostly of a primary non-qualified supplemental defined benefit
pension plan and provide additional benefits for certain employees who are affected by IRC limitations on
compensation eligible for benefits available under the qualified plans.

The Company maintained two separate defined benefit pension plans for certain employees in the United Kingdom.
On November 1, 2016, the U.K. Plans were merged into one plan (the “U.K. Plan”) in order to reduce overhead and
administrative costs, resulting in a $41.7 million prior service credit recognized in AOCI. The amount currently

recognized in AOCI is expected to be recognized as a component of net periodic benefit expense (income) over a
period of approximately 26 years. In conjunction with the plan merger, a one-time settlement offer was made to
certain U.K. Plan participants. On November 30, 2016, the settlement was completed, resulting in a payment of plan
benefits of approximately $22.3 million and a reduction of the pension benefit obligation.

The Company also maintains defined benefit pension plans for certain of its foreign subsidiaries. These international
defined benefit pension plans are excluded from the disclosures below due to their immateriality. Both the U.S.
Plans and U.K. Plan do not allow for new plan participants or additional benefit accruals.

Defined benefit pension plan obligations are measured based on the present value of projected future benefit
payments for all participants for services rendered to date. The projected benefit obligation is a measure of benefits
attributed to service to date assuming that the plan continues in effect and that estimated future events (including
turnover and mortality) occur. The net periodic benefit costs are determined using assumptions regarding the
projected benefit obligation and the fair value of plan assets as of the beginning of the year. Net periodic benefit
costs are recorded in SG&A. The funded status of the defined benefit pension plans, which represents the difference
between the projected benefit obligation and the fair value of plan assets, is calculated on a plan-by-plan basis.

Funded Status of Defined Benefit Pension Plans

The following tables provide a reconciliation of the changes in the plans’ projected benefit obligations as of
December 31:

(In millions)

2017

2016

2017

2016

2017

2016

U.S. Qualified Plans

U.S. Non-Qualified Plans

U.K. Plan

Projected benefit obligation at beginning of
year

Interest cost

Plan amendment

Actuarial loss (gain)

Benefits paid

Settlement

Foreign currency exchange rate changes

$ 1,745.0

$ 1,665.8

73.9

73.0

$ 1,235.2

$ 1,287.7

73.6

—

128.5

(62.1)

(142.3)

—

76.1

—

63.7

(60.6)

—

3.1

—

5.8

(5.2)

—

3.3

—

3.0

(5.4)

—

34.4

—

(23.1)

(60.2)

—

118.7

40.5

(41.7)

262.4

(52.7)

(22.3)

(238.7)

Projected benefit obligation at end of year (a)

$ 1,742.7

$ 1,745.0

77.6

73.9

$ 1,305.0

$ 1,235.2

(a) At the end of each year presented, the accumulated benefit obligations for the plans are equal to the

projected benefit obligations.

The following tables provide a reconciliation of the changes in the plans’ fair value of plan assets as of
December 31:

U.S. Qualified Plans

U.S. Non-Qualified Plans

U.K. Plan

(In millions)

2017

2016

2017

2016

2017

2016

Fair value of plan assets at beginning of year

$ 1,700.1

$ 1,619.9

— $

— $ 1,206.8

$ 1,203.8

Actual return on plan assets

Employer contributions

Benefits paid

Settlement

Foreign currency exchange rate changes

268.6

—

(62.1)

(142.3)

—

140.8

—

(60.6)

—

5.2

(5.2)

—

5.4

(5.4)

—

108.9

13.3

(60.2)

—

121.1

291.4

14.2

(52.7)

(22.3)

(227.6)

Fair value of plan assets at end of year

$ 1,764.3

$ 1,700.1

— $

— $ 1,389.9

$ 1,206.8

The following table provides the funded status of the plans as of December 31:

(In millions)

Funded Status:

Funded status at end of year

Funded Status Recognized in Balance Sheet:

Long-term assets

Current liabilities

Long-term liabilities

Net amount recognized

Plans with projected and accumulated benefit
obligation in excess of plan assets:

Projected and accumulated benefit
obligation

Fair value of plan assets

U.S. Qualified Plans

U.S. Non-Qualified Plans

U.K. Plan

2017

2016

2017

2016

2017

2016

21.6

—

(44.9) $

(77.6) $

(73.9) $

84.9

18.1

— $

84.9

—

(63.0)

(5.4)

(72.2)

(5.4)

(68.5)

—

21.6

(44.9) $

(77.6) $

(73.9) $

84.9

(28.4)

—

(28.4)

— $ 1,725.5

77.6

73.9

— $ 1,235.2

—

1,662.6

—

1,206.8

The following table provides amounts included in AOCI that have not yet been recognized in net periodic benefit
expense as of December 31:

(In millions)

Actuarial gain (loss)

Prior-service credit

AOCI

U.S. Qualified Plans

U.S. Non-Qualified Plans

U.K. Plan

2017

2016

2017

2016

2017

2016

12.6

(33.5) $

(8.1) $

(2.3) $

—

44.3

38.5

(28.9)

41.1

12.2

12.6

(33.5) $

(8.1) $

(2.3) $

82.8

The following table sets forth the amount of net periodic benefit cost and amounts recognized in Other
comprehensive income (loss) for the year ended December 31:

(In millions)

2017

2016

2015

2017

2016

2015

2017

2016

2015

U.S. Qualified Plans

U.S. Non-Qualified Plans

U.K. Plan

Net periodic benefit (income) expense:

Interest cost

$ 73.6

$ 76.1

$ 12.7

3.1

3.3

0.5

$ 34.4

$ 40.5

$ 28.6

Expected return on plan assets

(93.2)

(88.4)

(15.4)

Amortization of prior-service credit

—

Recognized AOCI loss due to
settlements

(0.8)

—

— (59.9)

(58.4)

(34.6)

—

(1.6)

(0.5)

—

(0.1)

—

Net periodic benefit (income)
expense

Amounts recognized in Other
comprehensive income (loss)

Actuarial (gain) loss

Prior-service cost

Reclassification of recognized
AOCI gain due to settlements

Reclassification of prior-service
credit to net periodic benefit
(income) expense

(Gain) loss recognized in Other
comprehensive income (loss)

$ (20.4) $ (12.3) $ (2.7) $

3.1

3.3

0.5

$ (27.1) $ (18.5) $ (6.0)

$ (46.9) $ 11.3

$ 22.2

—

0.8

—

5.8

—

3.0

—

$ (0.7) $ (72.2) $ 29.4

$ (0.5)

—

— (41.7)

—

0.1

1.6

0.5

—

$ (46.1) $ 11.3

$ 22.2

5.8

3.0

$ (0.7) $ (70.6) $ (11.7) $ (0.5)

Approximately $1.6 million of the amount currently recognized in Other comprehensive income (loss) is expected to
be recognized as a component of net periodic benefit expense (income) for the year ended December 31, 2018.

The following table outlines the weighted-average assumptions used to determine the net periodic benefit costs and
benefit obligations at December 31:

Discount rate - net
periodic benefit costs

Discount rate - benefit
obligations

Expected long-term
rate of return on plan
assets

U.S. Qualified Plans

U.S. Non-Qualified Plans

U.K. Plan

2017

2016

2015

2017

2016

2015

2017

2016

2015

3.83% - 4.35%

4.65% 4.55%

4.35% 4.65% 4.55% 2.70% 3.75% 3.60%

3.55% - 3.71%

4.35% 4.65% 3.21% - 3.60%

4.35% 4.65% 2.53% 2.70% 3.75%

2.35% - 5.65%

5.58% 5.57%

N/A

5.00% 5.40% 5.00%

No rate of compensation increase was assumed as the plans are frozen to additional participant benefit accruals. As
of December 31, 2017, the impact of a 25 basis point decrease in the discount rate would increase the projected
benefit obligation by approximately $59.0 million, $1.9 million and $55.8 million for the U.S. Qualified Plans, U.S.
Non-Qualified Plans and U.K. Plan, respectively.

not affect the measurement of the Company’s U.S. and U.K. pension benefit obligation and it is accounted for as a
change in accounting estimate, which will be applied prospectively.

Expected benefit payments for the defined benefit pension plans are summarized below. These estimates are based
on assumptions about future events. Actual benefit payments may vary from these estimates.

(In millions)
Year ending December 31:
2018
2019
2020
2021
2022
2023-2027

Plan Assets

U.S. Qualified Plans

U.S. Qualified
Plans

U.S. Non-
Qualified Plans

U.K. Plan

75.0
78.8
82.5
85.7
89.0
482.9

5.4
5.4
5.4
5.3
5.3
25.0

41.5
43.0
44.3
46.0
47.9
265.1

The U.S. Qualified Plans’ assets are segregated from those of the Company and are managed pursuant to a long-term
liability driven asset allocation strategy that seeks to mitigate the funded status volatility by increasing exposure to
fixed income investments over time. This strategy was developed by analyzing a variety of diversified asset-class
combinations in conjunction with the projected liabilities.

The current investment strategy is to achieve a mix of approximately 80% in fixed income securities and 20% of
investments in equity securities. The target allocations for fixed income securities includes 100% in domestic fixed
income to match domestic projected liabilities. The target allocations for equity securities include 12% in U.S.
companies and 8% in international companies. Investments in equity and fixed income securities consist of
individual securities held in managed separate accounts as well as commingled investment funds. The investment
strategy does not include a meaningful long-term investment allocation to cash and cash equivalents; however, the
cash allocation may rise periodically in response to timing considerations regarding contributions, investments, and
the payment of benefits and eligible plan expenses. The Company evaluates its defined benefit plans’ asset portfolios
for the existence of significant concentrations of risk. Types of investment concentration risks that are evaluated
include, but are not limited to, concentrations in a single entity, industry, foreign country and individual fund
manager. As of December 31, 2017, there were no significant concentrations of risk in the Company’s defined
benefit plan assets.

The investment policy does not allow investment managers to use market-timing strategies or financial derivative
instruments for speculative purposes. However, financial derivative instruments are used to manage risk and achieve
stated investment objectives regarding duration, yield curve, credit and equity exposures. Generally, the investment
managers are prohibited from short selling, trading on margin, and trading commodities, warrants or other options,
except when acquired as a result of the purchase of another security, or in the case of options, when sold as part of a
covered position.

The assumption of between 2.35% and 5.65% for the overall expected long-term rate of return in 2017 was
developed using asset allocation and return expectations. The return expectations are created using long-term
historical returns and current market expectations for inflation, interest rates and economic growth.

U.K. Plan

The U.K. Plan’s assets are segregated from those of the Company and invested by trustees, which include Company
representatives, with the goal of meeting the U.K. Plan’s projected future pension liabilities. The trustees’
investment objectives are to meet the performance target set in the deficit recovery plan of the U.K. Plan in a risk-
controlled framework. The actual asset allocations of the U.K. Plan are in line with the target asset allocations. The
implied target asset allocation of the U.K. Plan consists of 28% matching assets (U.K. gilts and cash) and 72%

growth assets (consisting of government and credit - commingled funds, illiquid credit, hedge funds, dynamic asset
allocation, and risk parity). The target asset allocations of the U.K. Plan includes acceptable ranges for each asset
class, which are typically +/- 10% from the target.

The risk parity and dynamic asset allocation categories include investments in multi-asset funds. These funds are
designed to provide a diversified exposure to markets with less volatility than equities. Collateral assets consist of
U.K. gilts and cash, which are used to back derivative positions that hedge the sensitivity of the liability to changes
in interest rates and inflation. Approximately 90% of the actuarial liability sensitivities were hedged as of
December 31, 2017. The derivative positions are also used to gain a synthetic exposure to equity markets. The
expected return over 2017 was 5.00%. The approach to determine the expected long-term rate of return on plan
assets is consistent with the one used for the U.S. Plans.

The following table sets forth the fair values of investments held in the pension plans by major asset category as of
December 31, 2017 and 2016, as well as the percentage that each asset category comprises of total plan assets:

(Dollars in millions)

December 31, 2017

Asset Category (U.S. Qualified Plans)

Level 1

Level 2

Not Subject
to Leveling

Total

Percentage
of Plan
Assets

Cash and Cash Equivalents

Short-term investment fund

Equity

U.S. large companies

S&P 500 futures

Growth

Value

U.S. Small Companies

Value

International

Growth

Value fund (a)

Fixed Income Securities

— $

24.9

1.4%

45.9

75.9

67.5

37.3

0.4

78.9

48.5

100.7

—

80.3

1.5

195.1

75.9

67.5

11.1%

4.3%

3.8%

37.3

2.1%

80.7

80.4

4.6%

4.5%

Global long-term debt instruments (a)

171.7

943.3

87.5

1,202.5

Total U.S. Plan Assets

477.6

991.8

294.9

$ 1,764.3

68.2%

100.0%

Asset Category (U.K. Plan)

Cash and Cash Equivalents

Fixed Income Securities

Government

Government and credit - commingled funds (a)

Derivatives

Equity (a)

Interest rate

Hedge Funds (a) (b)

Diversified Multi-Asset Funds

Risk parity (a)
Dynamic asset allocation (a)

Total U.K. Plan Assets

64.5

— $

64.5

4.6%

—

—
—

371.2

—

13.1

—

—
—

—

292.5

54.4

—

41.8

275.6
276.8

371.2

292.5

54.4

13.1

41.8

275.6
276.8

26.7%

21.1%

3.9%

1.0%

3.0%

19.8%
19.9%

64.5

384.3

941.1

$ 1,389.9

100.0%

(a) In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are

measured at fair value using the net asset value per share (or its equivalent) practical expedient have not
been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to
permit reconciliation of the fair value hierarchy to the amounts presented for the total defined benefit
pension plan assets.

(b) The fair value of the fund is based on the fair value of the underlying assets, substantially all of which is

invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under
the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on
anniversary of investment with 60 days‘ prior notice.

(Dollars in millions)

December 31, 2016

Asset Category (U.S. Qualified Plans)
Cash and Cash Equivalents

Short-term investment fund

Level 1

Level 2

Not Subject
to Leveling

Total

Percentage
of Plan
Assets

— $

40.7

2.3 %

Equity

U.S. large companies

S&P 500 futures

Growth

Value

U.S. Small Companies

Value

International

Growth

Value fund (a)

Fixed Income Securities

(0.3)
75.0

88.0

31.9

60.7

—

(0.3)
75.0

88.0

— %

4.4 %

5.2 %

31.9

1.9 %

—

65.8

60.7

65.8

3.6 %

3.9 %

Global long-term debt instruments (a)

148.2

893.4

296.7

1,338.3

78.7 %

Total U.S. Plan Assets

403.5

893.4

403.2

$ 1,700.1

100.0 %

Asset Category (U.K. Plans)
Cash and Cash Equivalents

Fixed Income Securities

Government

Government and credit - commingled funds (a)

Illiquid credit (a) (b)

Derivatives

Equity (a)

Interest rate

Currencies

Hedge Funds (a) (c)

Diversified Multi-Asset Funds

Risk parity (a)
Dynamic asset allocation (a)

Total U.K. Plan Assets

63.1

— $

63.1

5.2 %

—

248.1

—

13.3

78.3
(1.0)
—

—

247.2

33.7

21.3

—

34.6

224.2

244.0

248.1

247.2

33.7

34.6

78.3
(1.0)
34.6

20.6 %

20.5 %

2.8 %

2.9 %

6.5 %

(0.1)%

2.9 %

224.2

244.0

18.5 %

20.2 %

63.1

338.7

805.0

$ 1,206.8

100.0 %

(a) In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are

(b) The underlying investments in the fund consist primarily of commercial mortgage-backed securities and

real estate loans.

invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under

the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on
anniversary of investment with 60 days‘ prior notice.

For the periods ended December 31, 2017 and 2016, the Company had no investments held in the pension plans
within Level 3 of the fair value hierarchy. There was no XPO common stock held in plan assets as of December 31,
2017 or 2016. The U.S. Non-Qualified Pension Plans are unfunded.

Funding

The Company’s funding practice is to evaluate its tax and cash position, as well as the funded status of its plans, in
determining its planned contributions. The Company estimates that it will contribute $5.4 million to its U.S. Non-
Qualified Plans and $13.2 million to its U.K. Plan in 2018; however, this could change based on variations in
interest rates, asset returns and other factors.

Defined Contribution Retirement Plans

The Company’s cost for defined contribution retirement plans was $61.7 million in 2017, $59.1 million in 2016 and
$13.0 million in 2015.

Postretirement Medical Plan

The Company sponsors a postretirement medical plan that provides health benefits to certain non-contractual
employees at least 55 years of age with at least 10 years of service (the “Postretirement Plan”). The Postretirement
Plan does not provide employer-subsidized retiree medical benefits for employees hired on or after January 1, 1993.

Funded Status of Postretirement Medical Plan

The following sets forth the changes in the benefit obligation and the determination of the amounts recognized on
the Consolidated Balance Sheets for the Postretirement Plan:

(In millions)

Projected benefit obligation at beginning of year

Service cost – benefits earned during the year

Interest cost on projected benefit obligation

Actuarial gain

Participant contributions

Benefits paid

Projected and accumulated benefit obligation at end of year

Funded status of the plan

Amounts recognized in the balance sheet consist of :

Current liabilities

Long-term liabilities

Net amount recognized

Discount rate assumption as of December 31

As of December 31,

2017

2016

50.6

0.5

1.9
(8.3)
1.7
(6.0)
40.4
(40.4)

(3.2)
(37.2)
(40.4)
3.52%

54.0

0.5

2.2
(2.9)
1.9
(5.1)
50.6
(50.6)

(3.9)
(46.7)
(50.6)
3.90%

The following table provides amounts included in AOCI that have not yet been recognized in net periodic benefit
expense:

(In millions)
Actuarial gain (loss)

2017

2016

8.0

(0.3)
(0.3)

Net Periodic Benefit Expense for Postretirement Medical Plan

Net periodic benefit expense includes the following:

(In millions, except discount rate)
Net periodic benefit expense:

Service cost - benefits earned during the year

Interest cost on projected benefit obligation

Net periodic benefit expense

Discount rate assumption used to calculate interest cost

Years Ended December 31,

2017

2016

2015

0.5

1.9

2.4
3.90%

0.5

2.2

2.7

0.1

0.3

0.4

4.20%

4.10%

Expected benefit payments, which reflect expected future service, as appropriate, are summarized below. These
estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.

(In millions)
Year ending December 31:

2018

2019

2020

2021

2022

2023-2027

Benefit
Payments

3.2

3.0

3.1

3.2

15.4

The assumed health care cost trend rates used to determine the benefit obligation are as follows:

Health care cost trend rate assumed for next year

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

Year that the rate reaches the ultimate trend rate

2017

2016

6.24%

4.50%

2038

6.49%

4.50%

2038

Assumed health care cost trends affect the amounts recognized for the Company’s postretirement benefits. A one-
percentage-point change in the assumed health care cost trend rate would not have a material effect on the service
and interest cost components of net periodic benefit costs or on the accumulated postretirement benefit obligation.

12. Stockholders’ Equity

Pursuant to the Company’s Certificate of Incorporation, the Board of Directors may establish one or more series of
preferred stock. Other than the Series A Convertible Perpetual Preferred Stock, par value $0.001 per share (the
“Series A Preferred Stock”), no shares of preferred stock are currently outstanding

Series A Convertible Perpetual Preferred Stock and Warrants

In 2011, the Company issued to certain investors, for $75.0 million in cash: (i) an aggregate of 75,000 shares of the
Series A Preferred Stock with an initial liquidation preference of $1,000 per share, which are convertible into shares
of Company common stock at a conversion price of $7.00 per common share (subject to customary anti-dilution
adjustments), and (ii) warrants exercisable for shares of Company common stock at an initial exercise price of $7.00
per common share (subject to customary anti-dilution adjustments) (the “Warrants”). As of December 31, 2017, the
outstanding Series A Preferred Stock is convertible into 10.2 million shares of Company common stock and there
are outstanding Warrants exercisable for an aggregate of 10.2 million shares of Company common stock. The Series
A Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, winding-up or dissolution of the

Company, senior to the Company’s common stock and to each other class or series of stock of the Company
(including any series of preferred stock) the terms of which do not expressly provide that such class or series ranks
senior to or pari passu with the Series A Preferred Stock. The Series A Preferred Stock pays quarterly cash dividends
equal to the greater of (i) the “as-converted” dividends on the underlying Company common stock for the relevant
quarter and (ii) 4% of the then-applicable liquidation preference per annum. The Series A Preferred Stock is not
redeemable or subject to any required offer to purchase, and votes together with the Company’s common stock on an
“as-converted” basis on all matters, except as otherwise required by law, and separately as a class with respect to
certain matters implicating the rights of holders of shares of Series A Preferred Stock.

In July 2017, the Company completed a registered underwritten offering of 11 million shares of its common stock at
a public offering price of $60.50 per share (the “Offering”). Of the 11 million shares of common stock, 5 million
shares were offered directly by the Company and 6 million shares were offered in connection with forward sale
agreements (the “Forward Sale Agreements”) described below. The Offering closed on July 25, 2017.

In connection with the Offering, the Company entered into separate Forward Sale Agreements with Morgan Stanley
& Co. LLC and JPMorgan Chase Bank, National Association, London Branch (the “Forward Counterparties”)
pursuant to which the Company has agreed to sell, and each Forward Counterparty agreed to purchase, 3 million
shares of the Company’s common stock (or 6 million shares of the Company common stock in the aggregate)
subject to the terms and conditions of the Forward Sale Agreements, including the Company’s right to elect cash
settlement or net share settlement. The initial forward price under each of the Forward Sale Agreements is $58.08
per share (which is the public offering price of the Company’s common stock, less the underwriting discount) and is
subject to certain adjustments pursuant to the terms of the Forward Sale Agreements. Settlement of each of the
Forward Sale Agreements must occur no later than one year after the closing of the Offering but may occur earlier at
the option of the Company or, in certain circumstances described in the Forward Sale Agreements, at the option of
the relevant Forward Counterparty. A Forward Counterparty’s decision to exercise its right to accelerate the Forward
Sale Agreements entered into with it and to require the Company to settle the Forward Sale Agreements will be
made irrespective of the Company’s interests, including the Company’s need for capital. The Company could be
required to issue and deliver the Company’s common stock under the terms of the physical settlement provisions of
the Forward Sale Agreements irrespective of the Company’s capital needs, which would result in dilution to the
Company’s earnings per share and return on equity. The Forward Sales Agreements are accounted for as equity
instruments with subsequent changes in fair value not recognized as long as the contracts continue to be equity
classified.

Series C Convertible Perpetual Preferred Stock and Common Stock

In May 2015, the Company issued and sold 15.5 million shares (the “2015 Purchased Common Shares”) in the
aggregate of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”), and 0.6
million shares (the “2015 Purchased Preferred Stock” and, together with the 2015 Purchased Common Shares, the
“2015 Purchased Securities”) in the aggregate of the Company’s Series C Convertible Perpetual Preferred Stock, par
value $0.001 per share, in a private placement. The purchase price per 2015 Purchased Common Share was $45.00
(resulting in aggregate gross proceeds to the Company of approximately $697.5 million), and the purchase price per
share of 2015 Purchased Preferred Stock was $1,000 (resulting in aggregate gross proceeds to the Company of
approximately $562.5 million). The Company received net proceeds of $1,228.1 million after equity issuance costs
which was initially allocated between common and preferred stock based on the relative fair values of each
instrument. In September 2015, the 2015 Purchased Preferred Stock was automatically converted into 12.5 million
shares of Company common stock. As the fair value of the Company’s common stock was greater than the
conversion price, the conversion feature was issued “in-the-money” and the Company allocated the beneficial
conversion feature of $52.0 million to additional paid-in capital. The beneficial conversion feature was recognized in
net loss attributable to common shareholders upon receiving stockholder approval in September 2015.

13. Stock-Based Compensation

On December 20, 2016, the Company’s stockholders approved the XPO Logistics, Inc. 2016 Omnibus Incentive
Compensation Plan (the “2016 Plan”). The 2016 Plan replaces the XPO Logistics, Inc. Amended and Restated 2011
Omnibus Incentive Compensation Plan (the “2011 Plan”) and the Con-way Inc. 2012 Equity and Incentive Plan (the
“Con-way Plan”), the latter of which was assumed by the Company in connection with the acquisition of Con-way.
Any awards granted under the 2011 Plan and the Con-way Plan will remain in effect pursuant to their respective
terms.

Under the terms of the 2016 Plan, the Company grants various types of stock-based compensation awards to
directors, officers and key employees. The 2016 Plan provides for awards in the form of stock options, stock
appreciation rights, restricted stock, restricted stock units, deferred share units, performance compensation awards,
performance units, cash incentive awards and other equity-based or equity-related awards (collectively, “Awards”)
that the Compensation Committee of the Board of Directors (the “Committee”) determines are consistent with the
purpose of the 2016 Plan and interests of the Company.

The maximum aggregate number of shares of common stock that may be delivered pursuant to Awards under the
2016 Plan is 3.4 million shares. Awards that are settled in cash would not reduce the number of shares available for
delivery under the 2016 Plan. In the event of any extraordinary dividend or other extraordinary distribution,
recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee shall equitably
adjust any or all of the number of shares of the Company with respect to which Awards may be granted, including
2011 Plan share limits, the terms of any outstanding Award, the number of shares subject to outstanding Awards, and
the exercise price of any Award, if applicable. Any shares delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued shares or of treasury shares.

The 2016 Plan will continue in effect until December 20, 2026, unless terminated earlier by the Board of Directors.
As of December 31, 2017, there were 2.5 million shares available for issuance under the 2016 Plan.

On December 20, 2017, the Company’s stockholders approved the XPO Logistics, Inc. Employee Stock Purchase
Plan (the “ESPP”). Under the terms of the ESPP, all eligible employees in the U.S. can purchase common stock
through payroll deductions (which cannot exceed 10 percent of each employee’s compensation) at 5 percent below
fair market value on the last trading day at the end of each six-month purchase period during two offering periods
per year, beginning on April 1 and October 1. Under the ESPP, employees must hold the stock they purchase for a
minimum of three months from the date of purchase. Subject to adjustment for changes in the Company’s
capitalization, the number of shares to be granted under the ESPP is not to exceed 2 million shares. The first offering
period will occur in 2018 and the ESPP will be in effect until October 2027, unless terminated earlier at the
discretion of the Board of Directors. The plan is deemed non-compensatory and therefore, no stock-based
compensation expense will be recognized. Executive officers and directors of the Company are not eligible to
participate in the ESPP.

The Company recognized the following stock-based compensation expense in Direct operating expense and SG&A
in the Consolidated Statements of Operations:

(In millions)

Stock options

Stock appreciation rights

Restricted stock units

Performance-based restricted stock units

Cash-settled performance-based restricted stock units

Warrants

Total stock-based compensation expense

Tax benefit on stock-based compensation

Years ended December 31,

2017

2016

2015

0.5

0.9

11.8

10.5

55.5

—

1.2

0.6

13.0

12.8

26.9

—

79.2
(7.9)

54.5
(5.6)

1.9

0.4

9.0

17.0

—

8.5

36.8

—

The Company settled the outstanding warrants and certain performance stock awards of ND. The portion of the fair
value of the warrants and performance shares not attributable to service performed prior to the acquisition date was
recorded as stock-based compensation expense in 2015. The amount of stock-based compensation expense related to
the settlement of ND stock awards included in the year ended December 31, 2015 was $18.5 million. The $8.5
million of stock-based compensation related to the warrants was settled in cash during the second quarter of 2015.

The Company settled all outstanding restricted stock awards as well as certain restricted stock units and
performance-stock awards of Con-way. All remaining outstanding Con-way equity awards were assumed by the
Company, as more fully discussed below. The portion of the fair value not attributable to service performed prior to
the acquisition date was recorded as stock-based compensation expense in the post-combination period. The total
value of the cash settlement of Con-way stock-based compensation awards in connection with the acquisition was
$30.9 million, of which $17.8 million and $10.0 million was settled in cash during 2016 and 2015, respectively.

Stock Options

For employees and officers, stock options typically vest over three to five years after the grant date, have a ten year
contractual term, and an exercise price equal to the Company’s stock price on the grant date. For grants to members
of the Company’s Board of Directors, stock options vest one year after the grant date, have a ten year contractual
term, and an exercise price equal to the Company’s stock price on the grant date.

In connection with the Con-way transaction, each outstanding Con-way stock option was converted into an
equivalent intrinsic value of stock options with the same terms and conditions as were applicable prior to the
acquisition, resulting in a total of 883,733 stock options assumed by the Company. All assumed stock options were
fully vested as of the acquisition date.

The following is a summary of the weighted-average assumptions used to calculate the grant-date fair value using
the Black-Scholes option pricing model. There were no stock options granted during 2017.

Weighted-average risk-free interest rate

Weighted-average volatility

Weighted-average dividend yield

Weighted-average expected option term (in years)

2016

2015

1.8%

50.0%

—

6.44

1.6%

60.7%

—

6.61

The expected term of options granted has been derived based upon the Company’s history of actual exercise
behavior and represents the period of time that options granted are expected to be outstanding. The expected
volatility is based upon the Company’s historical market price at consistent points in a period equal to the expected
life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve with a term equal to the
expected term of the option in effect at the time of grant.

A summary of stock option award activity for the year ended December 31, 2017 is presented below:

Outstanding at December 31, 2016

Granted

Exercised

Forfeited

Outstanding at December 31, 2017

Options exercisable at December 31, 2017

Stock Options

Number of Stock
Options

Weighted-Average
Exercise Price

Weighted-Average
Remaining Term

1,080,554

—
(219,961)
(9,020)
851,573

815,022

13.32

—

13.28

25.64

13.21

12.66

5.21

4.44

4.31

The weighted-average grant date fair value of options granted during 2016 and 2015 was $11.37 and $15.71,
respectively. The intrinsic value of options outstanding and exercisable at December 31, 2017 was $66.8 million and

$64.3 million, respectively. As of December 31, 2017, the Company had approximately $0.4 million of
unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-
average period of one year.

The total intrinsic value of options exercised during 2017, 2016 and 2015 was $9.0 million, $11.7 million and $4.1
million, respectively. The total cash received from options exercised during 2017, 2016 and 2015 was $1.0 million,
$13.2 million, and $5.2 million, respectively.

Restricted Stock Units and Performance-based Restricted Stock Units

The Company has granted RSUs and PRSUs to certain key employees, officers and directors of the Company with
various vesting requirements as established by the Compensation Committee of the Board of Directors. The RSUs
vest based on the passage of time. The vesting of certain RSU awards is also subject to the price of the Company’s
common stock exceeding a specified per share price for a designated period of time and continued employment at
the Company by the grantee as of the vesting date. The PRSUs granted will vest based on the achievement of certain
targets with respect to the Company’s overall financial performance for specified periods. The vesting of certain
PRSUs is also subject to the price of the Company’s common stock exceeding a specified per share price for a
designated period of time and generally require continued employment at the Company by the grantee as of the
vesting date.

The RSUs and PRSUs may vest in whole or in part before the applicable vesting date if the grantee’s employment is
terminated by the Company without cause or by the grantee with good reason (as defined in the grant agreement),
upon death or disability of the grantee or in the event of a change in control of the Company. Upon vesting, the
RSUs and PRSUs result in the issuance of shares of XPO common stock after required minimum tax withholdings.
The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until
certificates representing shares are issued and delivered in settlement of the awards. The fair value of all grants of
RSUs and PRSUs subject to market-based vesting conditions was estimated using the Monte Carlo simulation lattice
model.

A summary of RSU and PRSU award activity for the year ended December 31, 2017 is presented below:

RSUs

PRSUs

Number of
RSUs

Weighted-Average
Grant Date Fair Value

Number of
PRSUs

Weighted-Average
Grant Date Fair Value

Outstanding at December 31, 2016

977,820

Granted

Vested

Forfeited and canceled

658,222

(449,583)

(144,905)

Outstanding at December 31, 2017

1,041,554

26.60

51.05

26.49

27.61

41.96

2,266,556

283,887
(155,424)
(556,792)
1,838,227

20.88

51.67

21.40

27.70

24.37

The total fair value of RSUs vested during 2017, 2016 and 2015 was $23.0 million, $26.8 million and $14.3 million,
respectively. Of the 1,041,554 outstanding RSUs, 1,029,840 vest subject to service conditions and 11,714 vest
subject to service and market conditions.

The total fair value of PRSUs that vested during 2017, 2016 and 2015 was $8.4 million, $7.2 million and $0.7
million, respectively. Of the 1,838,227 outstanding PRSUs, 946,522 vest subject to service and a combination of
market and performance conditions and 891,705 vest subject to service and performance conditions.

As of December 31, 2017, the Company had approximately $55.9 million of unrecognized compensation cost
related to non-vested RSU and PRSU compensation that is anticipated to be recognized over a weighted-average
period of approximately 2.21 years.

Cash-settled Performance-based Restricted Stock Units

In February 2016, the Company entered into employment agreements with its executive officers. Pursuant to these
agreements, on February 9, 2016, the Company granted cash-settled PRSUs under the 2011 Plan to certain executive
officers. Twenty-five percent of the PRSUs vest and are settled in cash on each of the first four anniversaries of the

grant, subject to the grantee’s continued employment through the applicable anniversary and achievement of certain
performance targets for each tranche. Cash-settled PRSU awards are measured at fair value initially based on the
closing price of the Company’s common stock at the date of grant and are required to be re-measured to fair value at
each reporting date until settlement. Compensation expense for cash-settled PRSUs is recognized over the applicable
performance periods based on the probability of achieving the performance conditions and the closing price of the
Company’s common stock at each balance sheet date. The Company records as a liability (until settlement) the cost
of a cash-settled PRSU award for which achievement of the performance condition is deemed probable. At
December 31, 2017 and 2016, the Company had recognized accrued liabilities of $51.7 million and $26.9 million,
respectively, using a fair value per PRSU of $91.59 and $43.16, respectively.

A summary of cash-settled PRSU award activity for the year ended December 31, 2017 is presented below:

Outstanding at December 31, 2016

Granted

Vested

Forfeited

Outstanding at December 31, 2017

Number of Cash-
settled PRSUs

2,447,017

—
(622,733)
(130,890)
1,693,394

As of December 31, 2017, the Company had approximately $103.4 million of unrecognized compensation cost
related to non-vested cash-settled PRSU compensation that is anticipated to be recognized over a weighted-average
period of approximately 2.0 years and will vary based on changes in the Company’s common stock price and the
probability of achieving performance targets in future periods.

14. Income Taxes

A summary of income (loss) before taxes related to U.S. and Foreign operations are as follows:

(In millions)
U.S.

Foreign

Income (loss) before income tax (benefit) provision

Years Ended December 31,

2017

2016

2015

278.2
(17.5)
260.7

(69.8) $
176.6

106.8

(305.7)
23.2
(282.5)

The components of the income tax (benefit) provision consist of the following:

(In millions)
Current:

U.S. Federal

State

Foreign

Total current income tax provision
Deferred:

U.S. Federal (1)
State
Foreign (2)

Total deferred income tax (benefit)
Total income tax (benefit) provision

Years Ended December 31,

2017

2016

2015

2.2
(2.9)
58.9

58.2

(134.6) $
(1.9)
(21.2)
(157.7)
(99.5) $

(10.6) $
6.3

47.5

43.2

1.3
(2.5)
(19.7)
(20.9)
22.3

(34.2)
8.8

26.4

1.0

(58.1)
(18.2)
(15.6)
(91.9)
(90.9)

(1) On December 22, 2017, the “H.R.1”, formally known as the Tax Cuts and Jobs Act (the “Act”) was signed
into law. The Act includes numerous changes to existing tax law, including a permanent reduction in the
federal corporate income tax rate from 35% to 21%. The rate reduction is effective January 1, 2018. As a
result, the Company recorded a tax benefit of $173.1 million in the fourth quarter of 2017 related to the
revaluation of its net deferred tax liabilities. At this time, the Company has not made any adjustments
related to potential Global Intangible Low-Taxed Income (“GILTI”) tax in its financial statements and has
not made a policy decision regarding whether to record deferred taxes on GILTI. The Act also requires a
one-time tax on the “mandatory deemed repatriation” of accumulated foreign earnings as of December 31,
2017. Based on provisional calculations, the Company does not expect to incur a tax liability on the
mandatory repatriation. Based on a continued analysis of the estimates and further guidance on the
application of the law, it is anticipated that additional revisions may occur throughout the allowable
measurement period.

(2) On December 31, 2017, a law was published in France enacting a rate reduction from 34.43% to 25.83% to
be phased in over five years starting in 2018. On December 29, 2017, a law was published in Belgium
enacting a tax rate reduction from 33.99% to 25% to be phased in over three years starting in 2018.
Consequently, the Company recorded a tax benefit of $9.8 million in the fourth quarter of 2017 related to
the revaluation of its net deferred tax liabilities.

The effective tax rate reconciliations are as follows:

U.S. Federal statutory tax rate

State taxes, net of U.S. Federal benefit

Foreign rate differential
Foreign operations (1)
Valuation allowance

Changes in uncertain tax positions
Effect of law changes (2)
Stock-based compensation

Other

Effective tax rate

Years Ended December 31,

2017

2016

2015

35.0 %

(1.2)

(6.7)

(0.1)

0.8

5.1

(70.2)

(3.3)

2.4

(38.2)%

35.0%
4.8
(13.2)
2.4

11.2
(0.1)
(12.3)
(4.7)
(2.2)
20.9%

35.0%

2.2

1.9
(5.1)
—

0.2

—

—
(2.0)
32.2%

(1) Foreign operations include the net impact of the changes to foreign valuation allowances, the cost of

foreign inclusion net of foreign tax credits, and permanent items related to foreign operations.

(2) 2017 U.S., France, and Belgium tax rate changes; 2016 France tax rate change.

Components of the Net Deferred Tax Asset or Liability

The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred
tax liability are as follows:

(In millions)
Deferred tax asset

Years Ended December 31,

2017

2016

Net operating loss and other tax attribute carryforwards

191.0

Accrued expenses

Pension and other retirement obligations

Other

Total deferred tax asset

Valuation allowance

Total deferred tax asset, net

Deferred tax liability

Intangible assets

Property & equipment

Other

Total deferred tax liability

Net deferred tax liability

65.4

25.8

63.5

345.7
(92.6)
253.1

(371.3)
(255.0)
(37.9)
(664.2)
(411.1) $

235.1

115.8

59.6

71.9

482.4
(83.1)
399.3

(515.7)
(392.7)
(60.6)
(969.0)
(569.7)

100

The deferred tax asset and liability above are reflected in the Consolidated Balance Sheets as follows:

(In millions)

Deferred tax asset

Deferred tax liability

Net deferred tax liability

Investments in Foreign Subsidiaries

December 31,

2017

2016

7.7
(418.8)
(411.1) $

2.7
(572.4)
(569.7)

The Act includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all
previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to
U.S. tax. We intend to continue to invest all of these earnings, as well as our capital in these subsidiaries, indefinitely
outside of the U.S. and do not expect to incur any significant taxes related to such amounts.

Operating Loss and Tax Credit Carryforwards

At December 31, 2017 and 2016, the Company had federal net operating losses for all U.S. operations (including
those of minority owned subsidiaries) of $188.1 million and $284.4 million, respectively, expiring at various times
between 2024 and 2037. At December 31, 2017 and 2016, the tax effect (before federal benefit) of the Company’s
state net operating losses was $32.9 million and $38.2 million, respectively, expiring at various times between 2018
and 2038.

At December 31, 2017 and 2016, the Company had federal tax credit carryforwards of $34.4 million and $25.3
million, respectively, expiring at various times starting in 2032 with certain credits having an unlimited carryforward
period. At December 31, 2017, the Company had state tax credit carryforwards of $9.6 million expiring at various
times between 2018 and 2031. At December 31, 2016, the Company had state tax credit carryforwards of $4.2
million expiring at various times between 2017 and 2028.

At December 31, 2017 and 2016, the Company’s foreign net operating losses that are available to offset future
taxable income were $332.3 million and $296.5 million, respectively. These foreign loss carryforwards will expire at
various times beginning in 2018 with some losses having an unlimited carryforward period.

Valuation Allowance

The Company has evaluated the available positive and negative evidence and concluded, for some of its deferred tax
assets, it is more likely than not that these assets will not be realized in the foreseeable future. Based on the
Company’s assessment, as of December 31, 2017, total valuation allowances of $92.6 million were recorded against
deferred tax assets. Although realization is not assured, the Company has concluded that it is more likely than not
that the remaining deferred tax assets will be realized and as such no valuation allowance has been provided on these
assets. The Company’s valuation allowance increased by $9.5 million during the year ended December 31, 2017.

The following table presents a rollforward of the valuation allowance for the years ended December 31, 2017, 2016,
and 2015, respectively:

(In millions)

Valuation allowance

Year Ended December 31, 2017

Year Ended December 31, 2016

Year Ended December 31, 2015

Balance at
Beginning of
Year

Additions

Reductions/
Charges

Balance at End
of Year

83.1

67.6

7.1

29.0

15.5

60.5

(19.5) $
—

—

92.6

83.1

67.6

101

Unrecognized Tax Benefits (UTB)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(In millions)
Beginning balance

Additions for tax positions of prior years

Additions for tax positions from acquisitions

Additions for tax positions of the current period

Reductions due to the statute of limitations

Ending balance

Interest and penalties

Gross unrecognized tax benefits

Total UTB that, if recognized, would impact the effective income
tax rate as of the end of the year

Years Ended December 31,

2017

2016

2015

14.6

16.8

—

2.4
(8.8)
25.0

5.2

30.2

11.5

0.6

10.3

0.1
(7.9)
14.6

4.8

19.4

6.2

0.2

6.1

0.5
(1.5)
11.5

4.6

16.1

22.8

11.4

8.1

During the next twelve months, it is reasonably possible that the Company could reflect a reduction to unrecognized
tax benefits of $3.2 million due to the statute of limitations lapsing on positions or because tax positions are
sustained on audit.

The Company is subject to taxation in the United States, various states, and foreign jurisdictions. As of
December 31, 2017, the Company has no tax years under examination by the IRS. The Company has various U.S.
state and local examinations and non-U.S. examinations in process. The U.S. Federal returns after 2010, state and
local returns after 2009, and non-U.S. returns after 2007 are open under relevant statutes of limitations and are
subject to audit.

15. Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are computed using the two-class method, which is an earnings allocation
method that determines earnings (loss) per share for common shares and participating securities. The participating
securities consist of the Company’s 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. In periods of loss, no allocation is made to the preferred shares.

102

(In millions, except per share data)
Basic earnings (loss) per common share

Net income (loss) attributable to XPO

Preferred stock beneficial conversion charge

Convertible preferred dividends

Non-cash allocation of undistributed earnings

Net income (loss) allocable to common shares, basic

Basic weighted-average common shares

Basic earnings (loss) per share

Diluted earnings (loss) per common share

Net income (loss) allocable to common shares, basic

Interest from Convertible Senior Notes

Net income (loss) allocable to common shares, diluted

Basic weighted-average common shares

Dilutive effect of Convertible Senior Notes

Dilutive effect of non-participating stock-based awards

Diluted weighted-average common shares

Years Ended December 31,

2017

2016

2015

340.2

69.0

—
(2.9)
(24.9)
312.4

—
(2.9)
(3.0)
63.1

114.9

110.2

2.72

0.57

312.4

1.0

313.4

63.1

1.4

64.5

114.9
2.0

10.9

127.8

110.2

3.1

9.5

122.8

(191.1)
(52.0)
(2.8)
—
(245.9)

92.8
(2.65)

(245.9)
—
(245.9)

92.8

—

92.8

Diluted earnings (loss) per share

2.45

0.53

(2.65)

Potential common shares excluded

10.2

11.8

25.7

Certain shares were not included in the computation of diluted earnings per share because the effect was anti-
dilutive.

16. Commitments and Contingencies

Lease Commitments

Under operating leases, the Company is required to make payments for various real estate, double-stack railcars,
containers, chassis, tractors, data processing equipment, transportation and office equipment leases that have an
initial or remaining non-cancelable lease term. Certain leases also contain provisions that allow the Company to
extend the leases for various renewal periods.

Under certain capital lease agreements, the Company guarantees the residual value of tractors at the end of the lease
term. The stated amounts of the residual-value guarantees have been included in the minimum lease payments
below.

103

Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year, at
December 31, 2017, were as follows:

(In millions)

Year ending December 31:

2018

2019

2020

2021

2022

Thereafter

Total minimum lease payments

Amount representing interest

Present value of minimum lease payments

Capital Leases

Operating Leases

517.9

385.0

291.3

220.3

168.2

395.8

1,978.5

50.0

44.0

41.9

39.3

34.9

53.4

263.5
(15.3)
248.2

Rent expense was approximately $716.3 million, $677.2 million and $412.1 million for the years ended
December 31, 2017, 2016 and 2015, respectively.

Litigation

The Company is involved, and will continue to be involved, in numerous proceedings arising out of the conduct of
its business. These proceedings may include, among other matters, 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 and
tortious interference with contract. These proceedings also include numerous purported class action lawsuits, multi-
plaintiff and individual lawsuits and state tax and other administrative proceedings that claim either that the
Company’s owner operators or contract carriers should be treated as employees, rather than independent contractors,
or that certain of the Company’s drivers were not paid for all compensable time or were not provided with required
meal or rest breaks. These lawsuits and proceedings may seek substantial monetary damages (including claims for
unpaid wages, overtime, failure to provide meal and rest periods, unreimbursed business expenses and other items),
injunctive relief, or both.

The Company establishes 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. Accruals for loss contingencies are reviewed
quarterly and adjusted as additional information becomes available. In connection with certain acquisitions of
privately-held businesses, the Company has retained purchase price holdbacks or escrows to provide security for a
negotiated duration with respect to damages incurred in connection with pre-acquisition claims and litigation
matters. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the
amount accrued therefor or the applicable purchase price holdback or escrow, the Company assesses 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, the Company discloses the estimate of the possible
loss or range of loss if it is material and an estimate can be made, or states that such an estimate cannot be made. The
evaluation as to whether a loss is reasonably possible or probable is based on the Company’s assessment, in
conjunction with legal counsel, regarding the ultimate outcome of the matter.

The Company believes that it has adequately accrued for, or has adequate purchase price holdbacks or escrows with
respect to, the potential impact of loss contingencies that are probable and reasonably estimable. The Company does
not believe that the ultimate resolution of any matters to which the Company is presently a party will have a material
adverse effect on its 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 the Company’s financial condition, results of operations or cash flows. Legal costs
incurred related to these matters are expensed as incurred.

104

The Company carries liability and excess umbrella insurance policies that it deems sufficient to cover potential legal
claims arising in the normal course of conducting its operations as a transportation and logistics company. The
liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this
Note. In the event the Company is required to satisfy a legal claim outside the scope of the coverage provided by
insurance, the Company’s financial condition, results of operations or cash flows could be negatively impacted.

Intermodal Drayage Classification Claims

Certain of the Company’s intermodal drayage subsidiaries received notices from the California Labor
Commissioner, Division of Labor Standards Enforcement (the “DLSE”), that a total of approximately 150 owner
operators contracted with these subsidiaries filed claims in 2012 with the DLSE in which they assert that they should
be classified as employees, rather than independent contractors. These claims seek reimbursement for the owner
operators’ business expenses, including fuel, tractor maintenance and tractor lease payments. After a decision was
rendered by a DLSE hearing officer in seven of these claims, in 2014, the Company appealed the decision to
California Superior Court, San Diego, where a de novo trial was held on the merits of those claims. On July 17,
2015, the court issued a final statement of decision finding that the seven claimants were employees rather than
independent contractors, and awarding an aggregate of $2.9 million plus post-judgment interest and attorneys’ fees
to the claimants. The Company has exhausted its appeals in this matter and the Superior Court entered final
judgment against the Company in January 2018. Separate decisions were rendered in June 2015 by a DLSE hearing
officer in claims involving five additional plaintiffs, resulting in an award for the plaintiffs in an aggregate amount
of approximately $0.9 million, following which the Company appealed the decisions in the U.S. District Court for
the Central District of California. On May 16, 2017, the Court issued judgment finding that the five claimants were
employees rather than independent contractors, and awarding an aggregate of approximately $1.0 million plus post-
judgment interest and attorneys’ fees to the claimants. The Company has appealed this judgment, but cannot provide
assurance that such appeal will be successful. In addition, separate decisions were rendered in April 2017 by a DLSE
hearing officer in claims involving four additional plaintiffs, resulting in an award for the plaintiffs in an aggregate
amount of approximately $0.9 million, which the Company has appealed to the California Superior Court, Long
Beach. The remaining DLSE claims have been transferred to California Superior Court in three separate actions
involving approximately 200 claimants, including the approximately 150 claimants mentioned above. The Company
believes that it has adequately accrued for the potential impact of loss contingencies that are probable and
reasonably estimable relating to the claims referenced above. The Company is unable at this time to estimate the
amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of
these claims given, among other reasons, that the range of potential loss could be impacted substantially by future
rulings by the courts involved, including on the merits of the claims.

Last Mile Logistics Classification Claims

Certain of the Company’s last mile logistics subsidiaries are party to several putative class action litigations brought
by independent contract carriers who contracted with these subsidiaries in which the contract carriers assert that they
should be classified as employees, rather than independent contractors. The particular claims asserted vary from case
to case, but the claims generally allege unpaid wages, unpaid overtime, or failure to provide meal and rest periods,
and seek reimbursement of the contract carriers’ business expenses. Putative class actions against the Company’s
subsidiaries are pending, or have recently been settled, in California (Fernando Ruiz v. Affinity Logistics Corp., filed
in May 2005, in the Federal District Court, Southern District of California - the Company has reached an agreement
to settle this litigation, the court has granted final approval, and the Company has accrued the full amount of the
settlement; and four related cases all pending in the Federal District Court, Northern District of California: Ron
Carter, Juan Estrada, Jerry Green, Burl Malmgren, Bill McDonald and Joel Morales v. XPO Logistics, Inc., filed in
March 2016; Ramon Garcia v. Macy’s and XPO Logistics Inc., filed in July 2016; Kevin Kramer v. XPO Logistics
Inc., filed in September 2016; and Hector Ibanez v. XPO Last Mile, Inc., filed in May 2017); New Jersey (Leonardo
Alegre v. Atlantic Central Logistics, Simply Logistics, Inc., filed in March 2015 in the Federal District Court, New
Jersey and settled in November 2017); and Connecticut (Carlos Taveras v. XPO Last Mile, Inc., filed in November
2015 in the Federal District Court, Connecticut and settled in August 2017). The Company believes that it has
adequately accrued for the potential impact of loss contingencies relating to the foregoing claims that are probable
and reasonably estimable. The Company is unable at this time to estimate the amount of the possible loss or range of
loss, if any, in excess of its accrued liability that it may incur as a result of these claims given, among other reasons,

105

that the number and identities of plaintiffs in these lawsuits are uncertain and the range of potential loss could be
impacted substantially by future rulings by the courts involved, including on the merits of the claims.

Last Mile TCPA Claims

The Company is a party to a putative class action litigation (Leung v. XPO Logistics, Inc., filed in May 2015 in the
U.S. District Court, Illinois) alleging violations of the Telephone Consumer Protection Act (“TCPA”) related to an
automated customer call system used by a last mile logistics business that the Company acquired. The Company has
reached an agreement to resolve the Leung case and awaits final court approval of the settlement. The Company has
accrued the full amount of the proposed settlement.

Less-Than-Truckload Meal Break Claims

The Company’s LTL subsidiary has been a party to class action litigation alleging violations of the state of
California’s wage and hour laws, including alleged failure to provide its driver employees with required meal breaks
and rest breaks. The primary case is Jose Alberto Fonseca Pina, et al. v. Con-way Freight Inc., et al. and was
initially filed in November 2009 in Monterey County Superior Court and then removed to the U.S. District Court of
California, Northern District. The Pina case was settled in November 2017 and the matter is now resolved.

106

BOARD OF DIRECTORS:*

Bradley S. Jacobs
Chairman and Chief Executive Officer,
XPO Logistics, Inc.

Gena L. Ashe
Former Senior Vice President,
Chief Legal Officer and Corporate Secretary,
Adtalem Global Education Inc.

AnnaMaria DeSalva
Former Chief Communications Officer,
E.I. du Pont Nemours & Co. (DuPont)

Michael G. Jesselson
Lead Independent Director,
XPO Logistics, Inc.
President and Chief Executive Officer,
Jesselson Capital Corporation

Adrian P. Kingshott
Chief Executive Officer,
AdSon LLC

Jason D. Papastavrou
Founder and Chief Investment Officer,
ARIS Capital Management, LLC

Oren G. Shaffer
Former Vice Chairman and
Chief Financial Officer,
Qwest Communications International, Inc.

* Directors standing for election at the 2018 annual meeting of
stockholders are shown here. A complete list of directors and executive
officers as of April 6, 2018 can be found under the heading “Board of
Directors and Corporate Governance” in the proxy statement and under
the heading “Executive Officers of the Registrant” in the Form 10-K,
which are included with this 2017 Annual Report.

FINANCIAL AND OTHER COMPANY INFORMATION:

Copies of XPO Logistics, Inc.’s financial information such
as the Company’s Annual Report on Form 10-K as filed
with the SEC, quarterly reports on Form 10-Q and Proxy
Statement are available at the Company’s website at
www.xpo.com or by contacting Investor Relations at our
corporate executive office address.

ANNUAL MEETING OF STOCKHOLDERS:
The Annual Meeting of Stockholders will be held on
May 17, 2018 at 10:00 a.m. Eastern Daylight Time at
Doral Arrowwood, 975 Anderson Hill Road,
Rye Brook, NY 10573

COMMON STOCK:
The company’s common stock is traded on NYSE
under the symbol “XPO”

CORPORATE EXECUTIVE OFFICE:
Five American Lane
Greenwich, CT 06831
Tel. (855) 976-6951

TRANSFER AGENT:
Computershare Trust Company, N.A.
Tel. (877) 581-5548
www.computershare.com/investor

Mailing address - courier:
462 South 4th Street, Suite 1600
Louisville, KY 40202

Mailing address - regular mail:
P.O. Box 505000
Louisville, KY 40233-5000

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
KPMG LLP, Charlotte, NC

Notice of 2018 Annual Meeting

Proxy Statement | 2017 Annual Report

XPO Logistics, Inc.

Five American Lane

Greenwich, CT 06831 USA