Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 26, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-32172 | |
Entity Registrant Name | XPO Logistics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 03-0450326 | |
Entity Address, Address Line One | Five American Lane | |
Entity Address, City or Town | Greenwich, | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06831 | |
City Area Code | 855 | |
Local Phone Number | 976-6951 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | XPO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Small Business Entity | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 92,181,297 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001166003 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 497 | $ 502 |
Accounts receivable, net of allowances of $57 and $52, respectively | 2,723 | 2,596 |
Other current assets | 570 | 590 |
Total current assets | 3,790 | 3,688 |
Property and equipment, net of $1,855 and $1,585 in accumulated depreciation, respectively | 2,551 | 2,605 |
Operating lease assets | 2,074 | |
Goodwill | 4,451 | 4,467 |
Identifiable intangible assets, net of $775 and $706 in accumulated amortization, respectively | 1,168 | 1,253 |
Other long-term assets | 280 | 257 |
Total long-term assets | 10,524 | 8,582 |
Total assets | 14,314 | 12,270 |
Current liabilities: | ||
Accounts payable | 1,176 | 1,258 |
Accrued expenses | 1,491 | 1,480 |
Short-term borrowings and current maturities of long-term debt | 340 | 367 |
Short-term operating lease liabilities | 481 | |
Other current liabilities | 183 | 208 |
Total current liabilities | 3,671 | 3,313 |
Long-term debt | 5,134 | 3,902 |
Deferred tax liability | 463 | 444 |
Employee benefit obligations | 145 | 153 |
Operating lease liabilities | 1,611 | |
Other long-term liabilities | 378 | 488 |
Total long-term liabilities | 7,731 | 4,987 |
Stockholders’ equity: | ||
Convertible perpetual preferred stock, $0.001 par value; 10 shares authorized; 0.07 of Series A shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 41 | 41 |
Common stock, $0.001 par value; 300 shares authorized; 92 and 116 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 0 | 0 |
Additional paid-in capital | 2,054 | 3,311 |
Retained earnings | 563 | 377 |
Accumulated other comprehensive loss | (153) | (154) |
Total stockholders’ equity before noncontrolling interests | 2,505 | 3,575 |
Noncontrolling interests | 407 | 395 |
Total equity | 2,912 | 3,970 |
Total liabilities and equity | $ 14,314 | $ 12,270 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 57 | $ 52 |
Property and equipment, accumulated depreciation | 1,855 | 1,585 |
Identifiable intangible assets, accumulated amortization | $ 775 | $ 706 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 70,000 | 70,000 |
Preferred stock, shares outstanding (in shares) | 70,000 | 70,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 92,000,000 | 116,000,000 |
Common stock, shares outstanding (in shares) | 92,000,000 | 116,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,238 | $ 4,363 | $ 8,358 | $ 8,555 |
Operating expenses | ||||
Cost of transportation and services | 2,108 | 2,274 | 4,204 | 4,499 |
Direct operating expense | 1,417 | 1,406 | 2,823 | 2,782 |
Sales, general and administrative expense | 455 | 455 | 941 | 905 |
Total operating expenses | 3,980 | 4,135 | 7,968 | 8,186 |
Operating income | 258 | 228 | 390 | 369 |
Other expense (income) | (13) | (30) | (30) | (49) |
Foreign currency loss (gain) | 8 | (10) | 10 | 2 |
Debt extinguishment loss | 0 | 0 | 5 | 10 |
Interest expense | 72 | 55 | 143 | 114 |
Income before income tax provision | 191 | 213 | 262 | 292 |
Income tax provision | 46 | 54 | 65 | 54 |
Net income | 145 | 159 | 197 | 238 |
Net income attributable to noncontrolling interests | (10) | (10) | (15) | (16) |
Net income attributable to XPO | 135 | 149 | 182 | 222 |
Earnings per share data: | ||||
Net income attributable to common shareholders | $ 122 | $ 138 | $ 165 | $ 205 |
Basic earnings per share (in dollars per share) | $ 1.32 | $ 1.14 | $ 1.66 | $ 1.70 |
Diluted earnings per share (in dollars per share) | $ 1.19 | $ 1.03 | $ 1.51 | $ 1.53 |
Weighted-average common shares outstanding | ||||
Basic weighted-average common shares outstanding (in shares) | 92 | 121 | 100 | 120 |
Diluted weighted-average common shares outstanding (in shares) | 102 | 134 | 110 | 134 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 145 | $ 159 | $ 197 | $ 238 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation loss, net of tax effect of $-, $13, $(6) and $32 | (1) | (114) | (2) | (69) |
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $(1), $3, $- and $(1) | 4 | (8) | 1 | (8) |
Defined benefit plans adjustments, net of tax effect of $- in all periods | 0 | (1) | 0 | (1) |
Other comprehensive income (loss) | 3 | (123) | (1) | (78) |
Comprehensive income | 148 | 36 | 196 | 160 |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 13 | (15) | 13 | 3 |
Comprehensive income attributable to XPO | $ 135 | $ 51 | $ 183 | $ 157 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation (loss) gain, tax | $ 0 | $ 13 | $ (6) | $ 32 |
Unrealized (loss) gain on financial assets/liabilities designated as hedging instruments, tax effect | (1) | 3 | 0 | (1) |
Defined benefit plans adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities | ||
Net income | $ 197 | $ 238 |
Adjustments to reconcile net income to net cash from operating activities | ||
Depreciation and amortization | 360 | 348 |
Stock compensation expense | 31 | 45 |
Accretion of debt | 9 | 8 |
Deferred tax expense | 12 | 8 |
Debt extinguishment loss | 5 | 10 |
Unrealized loss (gain) on foreign currency option and forward contracts | 9 | (12) |
Gains on sale of property and equipment | (40) | (2) |
Other | 23 | (42) |
Changes in assets and liabilities: | ||
Accounts receivable | (289) | (179) |
Other assets | (23) | (103) |
Accounts payable | (81) | (44) |
Accrued expenses and other liabilities | (49) | (27) |
Net cash provided by operating activities | 164 | 248 |
Investing activities | ||
Payment for purchases of property and equipment | (236) | (268) |
Proceeds from sale of property and equipment | 85 | 62 |
Cash collected on deferred purchase price receivable | 137 | 0 |
Other | 0 | 10 |
Net cash used in investing activities | (14) | (196) |
Financing activities | ||
Proceeds from issuance of debt | 1,758 | 894 |
Repurchase of debt | 0 | (812) |
Proceeds from borrowings on ABL facility | 1,355 | 680 |
Repayment of borrowings on ABL facility | (1,355) | (780) |
Repayment of debt and capital leases | (565) | (59) |
Payment for debt issuance costs | (27) | (6) |
Repurchase of common stock | (1,347) | 0 |
Change in bank overdrafts | 30 | 8 |
Payment for tax withholdings for restricted shares | (5) | (46) |
Dividends paid | (2) | (2) |
Other | 5 | 4 |
Net cash used in financing activities | (153) | (119) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (2) | (7) |
Net decrease in cash, cash equivalents and restricted cash | (5) | (74) |
Cash, cash equivalents and restricted cash, beginning of period | 514 | 449 |
Cash, cash equivalents and restricted cash, end of period | 509 | 375 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 125 | 125 |
Cash paid for income taxes | $ 58 | $ 27 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total XPO Stockholders' Equity | Non-controlling Interests | Series A Preferred StockPreferred Stock |
Balance at beginning of period (in shares) at Dec. 31, 2017 | 119,920 | 72 | ||||||
Balance at beginning of period at Dec. 31, 2017 | $ 4,010 | $ 0 | $ 3,590 | $ (43) | $ 16 | $ 3,604 | $ 406 | $ 41 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 159 | 149 | 149 | 10 | ||||
Other comprehensive income (loss) | (123) | (98) | (98) | (25) | ||||
Exercise and vesting of stock compensation awards (in shares) | 194 | |||||||
Tax withholdings related to vesting of stock compensation awards | (5) | (5) | (5) | |||||
Dividend declared | (1) | (1) | ||||||
Stock compensation expense | 9 | 9 | 9 | |||||
Other (in shares) | 57 | |||||||
Other | (4) | (4) | (4) | |||||
Balance at end of period (in shares) at Mar. 31, 2018 | 120,598 | 72 | ||||||
Balance at end of period at Mar. 31, 2018 | 4,105 | $ 0 | 3,558 | 33 | 49 | 3,681 | 424 | $ 41 |
Balance at beginning of period (in shares) at Dec. 31, 2017 | 119,920 | 72 | ||||||
Balance at beginning of period at Dec. 31, 2017 | 4,010 | $ 0 | 3,590 | (43) | 16 | 3,604 | 406 | $ 41 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 238 | 222 | 222 | 16 | ||||
Other comprehensive income (loss) | (78) | (65) | (65) | (13) | ||||
Exercise and vesting of stock compensation awards (in shares) | 872 | |||||||
Exercise and vesting of stock compensation awards | 1 | 1 | 1 | |||||
Tax withholdings related to vesting of stock compensation awards | (45) | (45) | (45) | |||||
Dividend declared | (2) | (1) | (1) | (1) | ||||
Stock compensation expense | 16 | 16 | 16 | |||||
Other (in shares) | 57 | |||||||
Balance at end of period (in shares) at Jun. 30, 2018 | 120,849 | 72 | ||||||
Balance at end of period at Jun. 30, 2018 | 4,140 | $ 0 | 3,562 | 178 | (49) | 3,732 | 408 | $ 41 |
Balance at beginning of period (in shares) at Mar. 31, 2018 | 120,598 | 72 | ||||||
Balance at beginning of period at Mar. 31, 2018 | 4,105 | $ 0 | 3,558 | 33 | 49 | 3,681 | 424 | $ 41 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 159 | |||||||
Other comprehensive income (loss) | (123) | |||||||
Balance at end of period (in shares) at Jun. 30, 2018 | 120,849 | 72 | ||||||
Balance at end of period at Jun. 30, 2018 | 4,140 | $ 0 | 3,562 | 178 | (49) | 3,732 | 408 | $ 41 |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 115,683 | 72 | ||||||
Balance at beginning of period at Dec. 31, 2018 | 3,970 | $ 0 | 3,311 | 377 | (154) | 3,575 | 395 | $ 41 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 145 | 135 | 135 | 10 | ||||
Other comprehensive income (loss) | 3 | 3 | ||||||
Exercise and vesting of stock compensation awards (in shares) | 87 | |||||||
Tax withholdings related to vesting of stock compensation awards | (2) | (2) | (2) | |||||
Retirement of common stock (in shares) | (1,362) | |||||||
Retirement of common stock | (80) | (80) | (80) | |||||
Dividend declared | (1) | (1) | ||||||
Stock compensation expense | 11 | 11 | 11 | |||||
Other (in shares) | 60 | |||||||
Other | 3 | 3 | 3 | |||||
Balance at end of period (in shares) at Mar. 31, 2019 | 93,207 | 72 | ||||||
Balance at end of period at Mar. 31, 2019 | 2,833 | $ 0 | 2,122 | 428 | (153) | 2,438 | 395 | $ 41 |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 115,683 | 72 | ||||||
Balance at beginning of period at Dec. 31, 2018 | 3,970 | $ 0 | 3,311 | 377 | (154) | 3,575 | 395 | $ 41 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 197 | 182 | 182 | 15 | ||||
Other comprehensive income (loss) | (1) | 1 | 1 | (2) | ||||
Exercise and vesting of stock compensation awards (in shares) | 181 | |||||||
Tax withholdings related to vesting of stock compensation awards | (4) | (4) | (4) | |||||
Retirement of common stock (in shares) | (23,932) | |||||||
Retirement of common stock | (1,275) | (1,275) | (1,275) | |||||
Dividend declared | (2) | (1) | (1) | (1) | ||||
Stock compensation expense | 19 | 19 | 19 | |||||
Other (in shares) | 60 | |||||||
Other | 2 | 3 | (1) | 2 | ||||
Balance at end of period (in shares) at Jun. 30, 2019 | 91,992 | 72 | ||||||
Balance at end of period at Jun. 30, 2019 | 2,912 | $ 0 | 2,054 | 563 | (153) | 2,505 | 407 | $ 41 |
Balance at beginning of period (in shares) at Mar. 31, 2019 | 93,207 | 72 | ||||||
Balance at beginning of period at Mar. 31, 2019 | 2,833 | $ 0 | 2,122 | 428 | (153) | 2,438 | 395 | $ 41 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 145 | |||||||
Other comprehensive income (loss) | 3 | |||||||
Balance at end of period (in shares) at Jun. 30, 2019 | 91,992 | 72 | ||||||
Balance at end of period at Jun. 30, 2019 | $ 2,912 | $ 0 | $ 2,054 | $ 563 | $ (153) | $ 2,505 | $ 407 | $ 41 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared, price per share (in dollars per share) | $ 10 | $ 10 |
Organization, Description of Bu
Organization, Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business and Basis of Presentation | Organization, Description of Business and Basis of Presentation XPO Logistics, Inc., together with its subsidiaries (“XPO,” “XPO Logistics” or the “Company”), is a top ten global provider of cutting-edge supply chain solutions to the most successful companies in the world. XPO uses its integrated network of people, technology and physical assets to help customers manage their goods most efficiently throughout their supply chains. The Company has two reportable segments: Transportation and Logistics. Within each segment, the Company has robust service offerings that are positioned to capitalize on fast-growing areas of customer demand . See Note 2 —Segment Reporting for further information on the Company’s operations. The Company has prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with the accounting policies described in its annual report on Form 10-K for the year ended December 31, 2018 (the “ 2018 Form 10-K”), except as described herein, and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the 2018 Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented, have been made. Interim results of operations are not necessarily indicative of full year results. Restricted Cash As of June 30, 2019 , and December 31, 2018 , the total amount of restricted cash included in Other long-term assets on the Condensed Consolidated Balance Sheets was $12 million , in both cases. Receivables Securitization and Factoring The Company uses trade accounts receivables securitization and factoring programs in the normal course of business to help manage its cash flows. The following table provides information related to the Company’s receivables securitization and factoring programs: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2018 2019 2018 Securitization program Receivables sold $ 338 $ — $ 661 $ — Cash consideration 269 — 529 — Deferred purchase price 69 — 132 — Factoring programs Receivables sold 235 128 419 269 Cash consideration 234 128 417 269 In addition to the cash consideration referenced above, the Company received $66 million and $137 million , respectively, in the three and six months ended June 30, 2019 , for the realization of cash on a deferred purchase price receivable related to the securitization program. These amounts are reflected as cash collected on deferred purchase price receivable within Net cash used in investing activities . See Note 7 —Debt for additional information related to the Company’s receivables securitization borrowing program. Fair Value Measurements Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 on certain market assumptions and information available to management. The carrying values of cash and cash equivalents, accounts receivable, deferred purchase price related to accounts receivables sold, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of June 30, 2019 and December 31, 2018 due to their short-term nature or because they were 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 derivative instruments and financial liabilities , refer to Note 6 —Derivative Instruments and Note 7 —Debt , respectively. The following table summarizes the fair value hierarchy of cash equivalents: (In millions) Carrying Value Fair Value Level 1 Level 2 June 30, 2019 $ 135 $ 135 $ 118 $ 17 December 31, 2018 237 237 236 1 Adoption of New Accounting Standards In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize on its Condensed Consolidated Balance Sheets the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee recognizes on the balance sheet the right-of-use asset, representing the right to use the underlying asset, and the lease liability, representing the present value of future lease payments. The Company utilized a comprehensive approach to assess the impact of Topic 842 on its financial statements and related disclosures. In particular, the Company completed a comprehensive review of its lease portfolio and enhanced its internal controls, including those related to the identification, measurement and disclosure of its lease portfolio. In addition, the Company implemented a new software solution to facilitate compliance with the new guidance. For further information on the Company’s leases, refer to Note 5 —Leases . Accounting Pronouncements Issued but Not Yet Effective In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” as modified by subsequently issued ASUs. The ASU amends the current incurred losses impairment method with a method that reflects expected credit losses on certain types of financial instruments, including trade receivables. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period; however, early adoption is permitted. While the Company is currently evaluating the impact of this standard on its consolidated financial statements, it believes it may impact the allowance for doubtful accounts on trade accounts receivable as credit losses may be recognized earlier under the expected loss model. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Under the guidance, any capitalized implementation costs would be included in prepaid expenses, amortized over the term of the hosting arrangement on a straight-line basis and presented in the same line items in the Consolidated Statement of Income as the expense for fees of the associated hosting arrangements. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period, however, early adoption is permitted. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statement s. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company is organized into two reportable segments: Transportation and Logistics. In the Transportation segment, the Company provides multiple services to facilitate movements of raw materials, parts and finished goods. The Company accomplishes this by using its proprietary technology, third-party independent carriers and Company-owned transportation assets and service centers. XPO’s transportation services include: freight brokerage, last mile, less-than-truckload (“LTL”), full truckload, global forwarding and managed transportation. Freight brokerage, last mile, global forwarding and managed transportation are non-asset or asset-light operations; LTL and full truckload are primarily asset-based operations. The Logistics segment, which the Company also refers to as supply chain, provides differentiated contract logistics services. These services are facilitated by the Company’s proprietary technology and include value-added warehousing and distribution, inventory management, omnichannel and e-commerce fulfillment, cold chain solutions, reverse logistics, packaging and labeling, factory support, aftermarket support and order personalization services. In addition, the Logistics segment provides highly engineered, customized solutions and supply chain optimization services, such as advanced automation and predictive volume flow management. Certain of the Company’s operating units provide services to other Company operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenue 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. Corporate costs and credits include 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 and credits are not allocated to the business segments. The Company’s 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 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 its two reporting segments. The following table shows select financial data for the three and six months ended June 30, 2019 and 2018 : (In millions) Transportation Logistics Corporate Eliminations Total Three months ended June 30, 2019 Revenue $ 2,747 $ 1,526 $ — $ (35 ) $ 4,238 Operating income (loss) 243 61 (46 ) — 258 Depreciation and amortization 108 67 5 — 180 Three months ended June 30, 2018 Revenue $ 2,888 $ 1,508 $ — $ (33 ) $ 4,363 Operating income (loss) 205 67 (44 ) — 228 Depreciation and amortization 116 58 3 — 177 Six months ended June 30, 2019 Revenue $ 5,406 $ 3,020 $ — $ (68 ) $ 8,358 Operating income (loss) 371 107 (88 ) — 390 Depreciation and amortization 224 128 8 — 360 Six months ended June 30, 2018 Revenue $ 5,662 $ 2,956 $ — $ (63 ) $ 8,555 Operating income (loss) 344 115 (90 ) — 369 Depreciation and amortization 230 113 5 — 348 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenues The Company disaggregates its revenue by geographic area and service offering. The following tables present the Company’s revenue disaggregated by geographic area based on sales office location: Three Months Ended June 30, 2019 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 1,924 $ 570 $ (7 ) $ 2,487 North America (excluding United States) 73 15 — 88 France 351 172 (6 ) 517 United Kingdom 186 350 (18 ) 518 Europe (excluding France and United Kingdom) 207 397 (4 ) 600 Other 6 22 — 28 Total $ 2,747 $ 1,526 $ (35 ) $ 4,238 Three Months Ended June 30, 2018 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 2,046 $ 533 $ (5 ) $ 2,574 North America (excluding United States) 67 16 — 83 France 385 177 (5 ) 557 United Kingdom 181 357 (18 ) 520 Europe (excluding France and United Kingdom) 203 400 (5 ) 598 Other 6 25 — 31 Total $ 2,888 $ 1,508 $ (33 ) $ 4,363 Six Months Ended June 30, 2019 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 3,760 $ 1,127 $ (12 ) $ 4,875 North America (excluding United States) 140 33 — 173 France 715 341 (11 ) 1,045 United Kingdom 374 685 (36 ) 1,023 Europe (excluding France and United Kingdom) 408 789 (8 ) 1,189 Other 9 45 (1 ) 53 Total $ 5,406 $ 3,020 $ (68 ) $ 8,358 Six Months Ended June 30, 2018 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 4,000 $ 1,035 $ (10 ) $ 5,025 North America (excluding United States) 129 29 — 158 France 774 356 (9 ) 1,121 United Kingdom 351 696 (34 ) 1,013 Europe (excluding France and United Kingdom) 399 790 (9 ) 1,180 Other 9 50 (1 ) 58 Total $ 5,662 $ 2,956 $ (63 ) $ 8,555 The following table presents the Company’s revenue disaggregated by service offering: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2018 2019 2018 Transportation segment: Freight brokerage and truckload $ 1,094 $ 1,211 $ 2,186 $ 2,390 LTL 1,261 1,247 2,440 2,420 Last mile (1) 212 269 436 507 Managed transportation 142 114 266 251 Global forwarding 78 85 155 167 Transportation eliminations (40 ) (38 ) (77 ) (73 ) Total Transportation segment revenue 2,747 2,888 5,406 5,662 Total Logistics segment revenue 1,526 1,508 3,020 2,956 Intersegment eliminations (35 ) (33 ) (68 ) (63 ) Total revenue $ 4,238 $ 4,363 $ 8,358 $ 8,555 (1) Comprised of the Company’s North American last mile operations. Transaction Price Allocated to Remaining Performance Obligation The Company’s remaining performance obligation represents the aggregate amount of transaction price yet to be recognized as of the end of the reporting period. As permitted in determining the remaining performance obligation, the Company omits obligations that either: (i) have original expected durations of one year or less, or (ii) contain variable consideration. On June 30, 2019 , the fixed consideration component of the Company’s remaining performance obligation was approximately $1.5 billion , of which the Company expects to recognize approximately 80% over the next three years and the remainder thereafter. The majority of the remaining performance obligation relates to the Logistics reportable segment. Remaining performance obligations are based on estimates made at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates, contract revisions or terminations. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges The Company engages in restructuring actions as part of its ongoing efforts to best utilize its resources and infrastructure. In 2019 , management approved restructuring plans that included severance and facility-related costs. A portion of the charge recorded under these plans related to the Company’s largest customer downsizing its business with the Company. The following table sets forth the restructuring-related activity: Six Months Ended June 30, 2019 (In millions) Reserve Balance as of December 31, 2018 Charges Incurred Payments Reserve Balance as of June 30, 2019 Severance: Transportation $ 9 $ 11 $ (15 ) $ 5 Logistics 5 2 (4 ) 3 Corporate 2 1 (2 ) 1 Total severance 16 14 (21 ) 9 Facilities: Transportation — 3 — 3 Total $ 16 $ 17 $ (21 ) $ 12 With respect to the $17 million charge taken in the first six months of 2019 , $3 million was recorded in Cost of transportation and services and $14 million was recorded in Sales, general and administrative expense in the Condensed Consolidated Statements of Income . The Company expects that the majority of the cash payments related to this charge will be made within 12 months. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases Adoption of Topic 842, “Leases” On January 1, 2019, the Company adopted Topic 842 prospectively through a cumulative-effect adjustment with no restatement of prior period financial statements. Upon adoption, the Company elected the package of practical expedients to retain the lease identification, classification and initial direct costs for existing leases. Additionally, the Company elected to not recognize on the Consolidated Balance Sheets any lease with an initial term of 12 months or less and to not separate lease and non-lease components within a contract. Adoption of this new standard as of January 1, 2019 resulted in the recognition of $2.1 billion of Operating lease assets and liabilities on the Condensed Consolidated Balance Sheets , as well as an increase to Retained earnings of $6 million related to a deferred gain from a prior sale-leaseback transaction. The adoption of Topic 842 did not have a material impact on the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Cash Flows . Nature of Leases Most of the Company’s leases are comprised of real estate leases. In addition, the Company leases trucks, trailers, containers and material handling equipment. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, incremental borrowing rates were used based on the Company’s outstanding debt to determine the present value of future lease payments. The Company includes options to extend or terminate a lease in the lease term when the Company is reasonably certain to exercise such options. The Company excludes variable lease payments (such as payments based on an index or reimbursements of lessor costs) from its initial measurement of lease liability. The components of lease expense and gain realized on sale-leaseback transactions were as follows: (In millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost $ 178 $ 353 Short-term lease cost 31 77 Variable lease cost 18 36 Total operating lease cost $ 227 $ 466 Finance lease cost: Amortization of leased assets $ 14 $ 25 Interest on lease liabilities 1 3 Total finance lease cost $ 15 $ 28 Total lease cost $ 242 $ 494 Gain recognized on sale-leaseback transactions $ 17 $ 36 Supplemental balance sheet information related to leases was as follows: (In millions) June 30, 2019 Operating leases: Operating lease assets $ 2,074 Short-term operating lease liabilities 481 Operating lease liabilities 1,611 Total operating lease liabilities $ 2,092 Finance leases: Property and equipment, gross $ 413 Accumulated depreciation (111 ) Property and equipment, net $ 302 Short-term borrowings and current maturities of long-term debt 55 Long-term debt 232 Total finance lease liabilities $ 287 Weighted-average remaining lease term Operating leases 7 years Finance leases 6 years Weighted-average discount rate Operating leases 5.12 % Finance leases 2.53 % Supplemental cash flow information related to leases was as follows: (In millions) Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 347 Operating cash flows for finance leases 3 Financing cash flows for finance leases 30 Leased assets obtained in exchange for new lease obligations: Operating leases 327 Finance leases 30 Maturities of lease liabilities as of June 30, 2019 were as follows: (In millions) Finance Leases Operating Leases Remainder of 2019 $ 47 $ 275 2020 59 548 2021 58 429 2022 55 332 2023 45 253 Thereafter 42 648 Total lease payments $ 306 $ 2,485 Less: interest (19 ) (393 ) Present value of lease liabilities $ 287 $ 2,092 Disclosures Related to Topic 840 Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows: (In millions) Capital Leases Operating Leases Year ending December 31: 2019 $ 61 $ 577 2020 60 460 2021 55 367 2022 52 288 2023 43 221 Thereafter 39 523 Total minimum lease payments $ 310 $ 2,436 Amount representing interest (21 ) Present value of minimum lease payments $ 289 |
Leases | Leases Adoption of Topic 842, “Leases” On January 1, 2019, the Company adopted Topic 842 prospectively through a cumulative-effect adjustment with no restatement of prior period financial statements. Upon adoption, the Company elected the package of practical expedients to retain the lease identification, classification and initial direct costs for existing leases. Additionally, the Company elected to not recognize on the Consolidated Balance Sheets any lease with an initial term of 12 months or less and to not separate lease and non-lease components within a contract. Adoption of this new standard as of January 1, 2019 resulted in the recognition of $2.1 billion of Operating lease assets and liabilities on the Condensed Consolidated Balance Sheets , as well as an increase to Retained earnings of $6 million related to a deferred gain from a prior sale-leaseback transaction. The adoption of Topic 842 did not have a material impact on the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Cash Flows . Nature of Leases Most of the Company’s leases are comprised of real estate leases. In addition, the Company leases trucks, trailers, containers and material handling equipment. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, incremental borrowing rates were used based on the Company’s outstanding debt to determine the present value of future lease payments. The Company includes options to extend or terminate a lease in the lease term when the Company is reasonably certain to exercise such options. The Company excludes variable lease payments (such as payments based on an index or reimbursements of lessor costs) from its initial measurement of lease liability. The components of lease expense and gain realized on sale-leaseback transactions were as follows: (In millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost $ 178 $ 353 Short-term lease cost 31 77 Variable lease cost 18 36 Total operating lease cost $ 227 $ 466 Finance lease cost: Amortization of leased assets $ 14 $ 25 Interest on lease liabilities 1 3 Total finance lease cost $ 15 $ 28 Total lease cost $ 242 $ 494 Gain recognized on sale-leaseback transactions $ 17 $ 36 Supplemental balance sheet information related to leases was as follows: (In millions) June 30, 2019 Operating leases: Operating lease assets $ 2,074 Short-term operating lease liabilities 481 Operating lease liabilities 1,611 Total operating lease liabilities $ 2,092 Finance leases: Property and equipment, gross $ 413 Accumulated depreciation (111 ) Property and equipment, net $ 302 Short-term borrowings and current maturities of long-term debt 55 Long-term debt 232 Total finance lease liabilities $ 287 Weighted-average remaining lease term Operating leases 7 years Finance leases 6 years Weighted-average discount rate Operating leases 5.12 % Finance leases 2.53 % Supplemental cash flow information related to leases was as follows: (In millions) Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 347 Operating cash flows for finance leases 3 Financing cash flows for finance leases 30 Leased assets obtained in exchange for new lease obligations: Operating leases 327 Finance leases 30 Maturities of lease liabilities as of June 30, 2019 were as follows: (In millions) Finance Leases Operating Leases Remainder of 2019 $ 47 $ 275 2020 59 548 2021 58 429 2022 55 332 2023 45 253 Thereafter 42 648 Total lease payments $ 306 $ 2,485 Less: interest (19 ) (393 ) Present value of lease liabilities $ 287 $ 2,092 Disclosures Related to Topic 840 Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows: (In millions) Capital Leases Operating Leases Year ending December 31: 2019 $ 61 $ 577 2020 60 460 2021 55 367 2022 52 288 2023 43 221 Thereafter 39 523 Total minimum lease payments $ 310 $ 2,436 Amount representing interest (21 ) Present value of minimum lease payments $ 289 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 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 these exposures, 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. Historically, the Company has not 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 the cash flows of the 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 Condensed Consolidated Balance Sheets in which the Company’s derivative instruments have been recognized and the related notional amounts and fair values: June 30, 2019 Derivative Assets Derivative Liabilities (In millions) Notional Amount Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Derivatives designated as hedges: Cross-currency swap agreements $ 1,261 Other long-term assets $ — Other long-term liabilities $ (47 ) Interest rate swap 2,003 Other current assets — Other current liabilities (12 ) Derivatives not designated as hedges: Foreign currency option contracts 500 Other current assets 2 Accrued expenses (5 ) Total $ 2 $ (64 ) December 31, 2018 Derivative Assets Derivative Liabilities (In millions) Notional Amount Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Derivatives designated as hedges: Cross-currency swap agreements $ 1,270 Other long-term assets $ — Other long-term liabilities $ (81 ) Derivatives not designated as hedges: Foreign currency option contracts 473 Other current assets 7 Other current liabilities — Total $ 7 $ (81 ) The derivatives are classified as Level 2 within the fair value hierarchy. The derivatives are valued using inputs other than quoted prices, such as foreign exchange rates and yield curves. The effect of derivative instruments designated as hedges in the Condensed Consolidated Statements of Income are as follows: Amount of (Loss) Gain Recognized in Other Comprehensive Income on Derivative Amount of (Loss) Gain Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Three Months Ended June 30, (In millions) 2019 2018 2019 2018 2019 2018 Derivatives designated as cash flow hedges: Cross-currency swap agreements $ (1 ) $ 17 $ (3 ) $ 15 $ — $ — Interest rate swaps 5 (1 ) — — — — Derivatives designated as net investment hedges: Cross-currency swap agreements (7 ) 67 — — 3 2 Total $ (3 ) $ 83 $ (3 ) $ 15 $ 3 $ 2 Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Amount of Gain Reclassified from AOCI into Net Income Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Six Months Ended June 30, (In millions) 2019 2018 2019 2018 2019 2018 Derivatives designated as cash flow hedges: Cross-currency swap agreements $ 5 $ 6 $ 2 $ 13 $ — $ — Interest rate swaps (1 ) (1 ) — — — — Derivatives designated as net investment hedges: Cross-currency swap agreements 28 20 — — 5 (1 ) Total $ 32 $ 25 $ 2 $ 13 $ 5 $ (1 ) The amounts excluded from effectiveness testing for the cross-currency swap agreements were $2 million and $3 million of loss in Accumulated other comprehensive loss (“ AOCI ”) for derivatives designated as cash flow hedges as of June 30, 2019 and 2018 , respectively; and $28 million and $37 million of loss in AOCI for derivatives designated as net investment hedges as of June 30, 2019 and 2018 , respectively. The pre-tax (loss) gain recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments was losses of $8 million and $10 million for the three and six months ended June 30, 2019 , respectively; and gains of $16 million and $4 million for the three and six months ended June 30, 2018 , respectively. These amounts are recorded in Foreign currency loss (gain) in the Condensed Consolidated Statements of Income . Cross-Currency Swap Agreements The Company enters into cross-currency swap agreements that manage the foreign currency exchange risk related to the Company’s international operations by effectively converting its fixed-rate U.S. Dollar (“USD”)-denominated debt, including the associated interest payments, to fixed-rate, euro (“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 this debt. During the term of the swap contracts, the Company will receive interest payments, either on a quarterly or semi-annually basis, from the counterparties based on USD fixed interest rates, and the Company will make interest payments, also on a quarterly or semi-annual basis, 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 Company applies the simplified 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 change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. For net investment hedges that were de-designated prior to their maturity, the amounts in AOCI will remain in AOCI until the subsidiary is sold or substantially liquidated. Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Operating activities on the Condensed Consolidated Statements of Cash Flows . Additionally, the Company has cross-currency swap agreements accounted for as a cash flow hedge. This cash flow hedge was entered into to manage the related foreign currency exposure from intercompany loans. For the cash flow hedge, the Company reclassifies a portion of AOCI to Foreign currency loss (gain) to offset the foreign exchange impact in earnings created by the intercompany loans. The Company also amortizes a portion of AOCI to Interest expense related to the initial portion of a loss excluded from the assessment of effectiveness of the cash flow hedge. Cash flows related to this cash flow hedge are included in Financing activities on the Condensed Consolidated Statements of Cash Flows . Interest Rate Hedging In March 2019, the Company executed short-term interest rate swaps to mitigate variability in forecasted interest payments on the Company’s senior secured term loan credit agreement, as amended (the “ Term Loan Facility ”). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. The company designated the interest rate swaps as qualifying hedging instruments and accounted for these derivatives as cash flow hedges. The interest rate swaps mature on various dates within 2019. In 2018, the Company utilized a short-term interest rate swap to mitigate variability in forecasted interest payments on the Company’s Term Loan Facility. Gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps are recorded in AOCI and reclassified to Interest expense on the dates that interest payments accrue. Cash flows related to the interest rate swaps are included in Operating activities on the Condensed Consolidated Statements of Cash Flows . Foreign Currency Option and Forward Contracts In order to mitigate the risk of a reduction in the value of earnings from the Company’s operations that use the EUR or the British pound sterling as their functional currency, the Company uses foreign currency option contracts. Additionally, the Company uses foreign currency forward contracts to mitigate exposure from intercompany loans that are not designated as permanent and thus create volatility in earnings. These foreign currency contracts (both option and forward contracts) were not designated as qualifying hedging instruments as of June 30, 2019 . The contracts are not speculative; rather, they are used to economically hedge the Company’s exposure to 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 Condensed Consolidated Statements of Income . In the third quarter of 2018, the Company changed its policy related to the cash flow presentation of foreign currency option contracts, as the Company believes cash receipts and payments related to economic hedges should be classified based on the nature and purpose for which these derivatives were acquired and, given that the Company did not elect to apply hedge accounting to these derivatives, the Company believes it is preferable to reflect these cash flows as Investing activities . Prior to this change, these cash flows were reflected within Operating activities . Net cash provided by operating activities for the six months ended June 30, 2018 included $13 million of cash usage related to these foreign currency option contracts. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the Company’s debt: June 30, 2019 December 31, 2018 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ — $ — $ — $ — Term loan facility 2,003 1,966 1,503 1,474 6.125% Senior notes due 2023 535 530 535 529 6.50% Senior notes due 2022 1,200 1,191 1,200 1,190 6.70% Senior debentures due 2034 300 206 300 205 6.75% Senior notes due 2024 1,000 986 — — Trade securitization program 261 259 283 281 Unsecured credit facility — — 250 246 Finance leases 287 287 289 289 Asset financing and other 48 49 55 55 Total debt 5,634 5,474 4,415 4,269 Short-term borrowings and current maturities of long-term debt 340 340 371 367 Long-term debt $ 5,294 $ 5,134 $ 4,044 $ 3,902 The following table summarizes the fair value of the Company’s debt: (In millions) Fair Value Level 1 Level 2 June 30, 2019 $ 5,718 $ 3,145 $ 2,573 December 31, 2018 4,305 2,020 2,285 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 as the debt: (i) is primarily issued at a floating rate; (ii) may be prepaid at any time at par without penalty; and (iii) the remaining life of the debt is short-term in nature. ABL Facility In April 2019, the Company entered into Amendment No. 3 (the “ Amendment ”) to the Second Amended and Restated Revolving Loan Credit Agreement (the “ ABL Facility ”), by and among the Company , certain subsidiaries signatory thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., in its capacity as agent. The Amendment amends the ABL Facility to, among other things: (i) extend the maturity date thereof to April 30, 2024 (subject, in certain circumstances, to a springing maturity if more than $200 million of the Company’s 6.50% senior notes due 2022 , 6.125% senior notes due 2023 or certain refinancings thereof remain outstanding 91 days prior to their respective maturity); (ii) increase the aggregate principal amount of the commitments thereunder to $1.1 billion ; (iii) reduce the interest rate margin and commitment fees thereunder; and (iv) make certain other changes to the covenants and other provisions therein. Loans under the ABL Facility are secured on a first lien basis by the assets of the credit parties which constitute ABL Priority Collateral (as defined therein), and on a second lien basis by certain other assets. Loans under the ABL Facility will bear interest at a rate equal to London Interbank Offered Rate (“LIBOR”) or base rate plus an applicable margin of 1.25% to 1.50% , in the case of LIBOR loans, and 0.25% to 0.50% , in the case of base rate loans. As of June 30, 2019 , the Company had a borrowing base of $1,046 million and availability under the ABL Facility of $838 million after considering outstanding letters of credit on the ABL Facility of $208 million . As of June 30, 2019 , the Company was in compliance with the ABL Facility ’s financial covenants. Term Loan Facility 2019 Amendments In March 2019, the Company entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment”), which permits the Company to incur up to $500 million of incremental term loans under the existing credit agreement on or prior to June 5, 2019 without adjusting the interest rate margin applicable to existing loans outstanding, as long as the yield on the incremental term loan does not exceed the yield on the existing loans by 0.75% . Also in March 2019, the Company entered into an Incremental Amendment (Amendment No. 5 to Credit Agreement) (the “ Fifth Amendment ”), by and among the Company , its subsidiaries signatory thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., in its capacity as administrative agent, amending the Senior Secured Term Loan Credit Agreement dated as of October 30, 2015 (as previously amended, amended and restated, supplemented or otherwise modified, the “ Term Loan Credit Agreement ”). Pursuant to the Fifth Amendment , the Company borrowed an additional $500 million of incremental loans under a new tranche of term loans (the “ Incremental Term Loan Facility ”). The terms of the loans under the Incremental Term Loan Facility are substantially similar to the terms relating to the loans outstanding under the Term Loan Credit Agreement prior to giving effect to the amendment, except with respect to issue price, the interest rate applicable to the Company’s borrowings under the Incremental Term Loan Facility , prepayment premiums in connection with certain voluntary prepayments thereof, and certain other provisions. The interest rate margin applicable to the Incremental Term Loan Facility is 1.50% , in the case of base rate loans, and 2.50% , in the case of LIBOR loans. Proceeds from borrowings under the Incremental Term Loan Facility will be used: (i) for general corporate purposes, including to fund purchases of equity interests of the Company described in Note 8 —Stockholders’ Equity ; and (ii) to pay fees and expenses relating to, or in connection with, the transactions contemplated by the amendment. The incremental loans under the Incremental Term Loan Facility were issued at a price of 99.50% of par. The interest rates on the Term Loan Facility and the Incremental Term Loan Facility were 4.40% and 4.88% , respectively, as of June 30, 2019 . 2018 Amendments In February 2018, the Company amended the Term Loan Facility , which reduced the interest rate under the facility and extended the maturity date to February 23, 2025 . The refinancing resulted in a debt extinguishment charge of $10 million in the first quarter of 2018. Senior Notes due 2024 In February 2019, the Company completed its private placement of $1.0 billion aggregate principal amount of senior notes (“ Senior Notes due 2024 ”). The Senior Notes due 2024 bear interest at a rate of 6.75% per annum, payable semiannually in cash in arrears, commencing August 15, 2019. The Senior Notes due 2024 will mature on August 15, 2024. The Senior Notes due 2024 are guaranteed by each of the Company’s direct and indirect wholly owned restricted subsidiaries (other than certain excluded subsidiaries) that guarantees or is or becomes a borrower under the Company’s ABL Facility or existing secured term loan facility (or certain replacements thereof) or that guarantees certain capital markets indebtedness of the Company or any guarantor of the Senior Notes due 2024 . The Senior Notes due 2024 and the guarantees thereof are unsecured, unsubordinated indebtedness of the Company and the guarantors. Proceeds from the Senior Notes due 2024 were used to repay the Company’s outstanding obligation under the Unsecured Credit Facility described below and to finance a portion of its share repurchases described in Note 8 —Stockholders’ Equity . 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 trade receivables securitization program for a term of three years co-arranged by Crédit Agricole and HSBC. The aggregate maximum amount available under the program is €350 million (approximately $398 million as of June 30, 2019 ). As of June 30, 2019 , the remaining borrowing capacity, which considers receivables that are collateral and receivables that have been sold, was €24 million ( approximately $27 million ) and the weighted-average interest rate was 1.10% . Charges for administrative fees and commitment fees, the latter of which is based on a percentage of the unused amounts available, were not material to the Company’s results of operations for the six months ended June 30, 2019 and 2018 . In July 2019, XPO Logistics Europe terminated the above described trade receivables securitization program and entered into a new trade receivables securitization program for a term of three years co-arranged by Crédit Agricole, BNP Paribas and HSBC. Under the terms of the new program, a wholly-owned bankruptcy remote special purpose entity of XPO Logistics Europe incorporated in Ireland will sell the trade receivables originated by the wholly-owned subsidiaries of XPO Logistics Europe in the United Kingdom and France to unaffiliated entities being managed by Crédit Agricole, BNP Paribas and HSBC. Under this new program, the maximum amount of net cash proceeds that will be available at any one time will be €400 million (approximately $450 million as of July 1, 2019 ). In this new program, there will be no deferred purchase price mechanism which had existed in the prior program. Unsecured Credit Facility In December 2018, the Company entered into a $500 million unsecured credit agreement (“ Unsecured Credit Agreement ”) with Citibank, N.A., with a maturity date of December 23, 2019. As of December 31, 2018, the Company had borrowed $250 million under the Unsecured Credit Agreement and made a second borrowing of $250 million in January 2019. The proceeds of both borrowings were used to finance a portion of its share repurchases described in Note 8 —Stockholders’ Equity . In connection with the issuance of the Senior Notes due 2024 described above, the Company repaid its outstanding obligations under the Unsecured Credit Agreement and terminated the facility in February 2019. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders ’ Equity Share Repurchases On December 14, 2018, the Company’s Board of Directors authorized the repurchase of up to $1 billion of the Company’s common stock (the “2018 Repurchase Program”). Through December 31, 2018, based on the settlement date, the Company purchased and retired 10 million shares of its common stock having an aggregate value of $536 million at an average price of $53.46 per share. In the first quarter of 2019, based on the settlement date, the Company purchased and retired 8 million shares of its common stock having an aggregate value of $464 million at an average price of $59.47 per share, which completed the 2018 Repurchase Program. The share purchases were funded by the Unsecured Credit Facility and available cash. On February 13, 2019, the Company’s Board of Directors authorized additional repurchases of up to $1.5 billion of the Company’s common stock (the “2019 Repurchase Program”). The authorization permits the Company to purchase shares in both open market and private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business conditions, market conditions, alternative investment opportunities and funding considerations. In the second quarter of 2019 , based on the settlement date, the Company purchased and retired 2 million shares of its common stock having an aggregate value of $120 million at an average price of $56.78 per share under the 2019 Repurchase Program. In the first six months of 2019 , based on the settlement date, the Company purchased and retired 17 million shares of its common stock having an aggregate value of $883 million at an average price of $50.70 per share, under the 2019 Repurchase Program. The share purchases were funded by available cash and proceeds from new debt offerings. As of June 30, 2019 , $617 million remained available to be used for share purchases under the 2019 Repurchase Program. However, the Company is not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. Dividends The Series A Convertible Perpetual 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. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings 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. The computations of basic and diluted earnings per share are as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions, except per share data) 2019 2018 2019 2018 Basic earnings per common share Net income attributable to XPO $ 135 $ 149 $ 182 $ 222 Series A preferred stock dividends — — (1 ) (1 ) Non-cash allocation of undistributed earnings (13 ) (11 ) (16 ) (16 ) Net income attributable to common shares, basic $ 122 $ 138 $ 165 $ 205 Basic weighted-average common shares 92 121 100 120 Basic earnings per share $ 1.32 $ 1.14 $ 1.66 $ 1.70 Diluted earnings per common share Net income attributable to common shares, diluted $ 122 $ 138 $ 165 $ 205 Basic weighted-average common shares 92 121 100 120 Dilutive effect of non-participating stock-based awards and equity forward 10 13 10 14 Diluted weighted-average common shares 102 134 110 134 Diluted earnings per share $ 1.19 $ 1.03 $ 1.51 $ 1.53 Potential common shares excluded 10 10 10 10 Certain shares were not included in the computation of diluted earnings per share because the effect was anti-dilutive. |
Legal and Regulatory Matters
Legal and Regulatory Matters | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Regulatory Matters | Legal and Regulatory Matters 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 contracts. These matters also include numerous purported class action, multi-plaintiff and individual lawsuits, and 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. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued therefor, 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 determination as to whether a loss can reasonably be considered to be 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 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. 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. Decisions were rendered in June 2015 by a DLSE hearing officer with respect to claims of five plaintiffs, resulting in awards in an aggregate amount of approximately $1 million , following which the Company appealed the decisions in the U.S. District Court for the Central District of California (“Central District Court”). On May 16, 2017, the Central District Court issued judgment finding that the five claimants were employees rather than independent contractors and awarding an aggregate of approximately $1 million plus post-judgment interest and attorneys’ fees to the claimants. The Company appealed this judgment, but on February 20, 2019, the United States Court of Appeals for the Ninth Circuit declined to consider the appeal on technical grounds. 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 $1 million , which the Company has appealed to the California Superior Court, Long Beach. The remaining DLSE claims (the “Pending DLSE Claims”) were transferred to California Superior Court in three separate actions involving approximately 170 claimants, including the claimants mentioned above who originally filed claims in 2012. The Company has reached an agreement to settle the majority of the Pending DLSE Claims, the settlement payment has been made, and the settled claims have been dismissed. In addition, certain of the Company’s intermodal drayage subsidiaries are party to putative class action litigations and other administrative claims in California brought by independent contract carriers who contracted with these subsidiaries. In these litigations, the contract carriers assert that they should be classified as employees, rather than independent contractors. 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 these litigations, the contract carriers, and in some cases the contract carriers’ employees, 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. The cases include four related matters 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. (“Carter”) , filed in March 2016; Ramon Garcia v. Macy’s and XPO Logistics Inc. (“Garcia”) , filed in July 2016; Kevin Kramer v. XPO Logistics Inc. (“Kramer”) , filed in September 2016; and Hector Ibanez v. XPO Last Mile, Inc. (“Ibanez”) , filed in May 2017. The Company has reached agreements to settle the Carter, Garcia, Kramer and Ibanez matters and has accrued the full amount of the settlements. The settlements will require court approval. With respect to other pending claims, the Company believes that it has adequately accrued for the potential impact of loss contingencies 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, 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. Shareholder Litigation On December 14, 2018, two putative class actions were filed in the U.S. District Court for the District of Connecticut and the U.S. District Court for the Southern District of New York against the Company and certain of its current and former executives, alleging violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, as well as Section 20(a) of the Exchange Act, based on alleged material misstatements and omissions in the Company’s public filings with the U.S. Securities and Exchange Commission. On January 7, 2019, the plaintiff in one of the class actions, Leeman v. XPO Logistics, Inc. et al. , No. 1:18-cv-11741 (S.D.N.Y.), voluntarily dismissed the action without prejudice. In the other putative class action, Labul v. XPO Logistics, Inc. et al. , No. 3:18-cv-02062 (D. Conn.), which is pending in the U.S. District Court for the District of Connecticut, on April 2, 2019, the court appointed Local 817 IBT Pension Fund, Local 272 Labor-Management Pension Fund, and Local 282 Pension Trust Fund and Local 282 Welfare Trust Fund (together, the “Pension Funds”) as lead plaintiffs. On June 3, 2019, the Pension Funds, with additional plaintiff Norfolk County Retirement System, filed a consolidated class action complaint against the Company and certain of its current and former executives, alleging violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 20(a) of the Exchange Act, and Sections 11 and 15 of the Securities Act, based on alleged material misstatements and omissions in the Company’s public filings with the U.S. Securities and Exchange Commission. Defendants’ motions to dismiss are due on August 2, 2019. In addition, on May 13, 2019, Adriana Jez filed a purported shareholder derivative action captioned Jez v. Jacobs, et al. , No. 19-cv-889-RGA (D. Del.), in the U.S. District Court for the District of Delaware, alleging breaches of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of the Exchange Act against certain current and former directors and officers of the Company, with the Company as a nominal defendant. On May 24, 2019, Erin Candler filed a purported shareholder derivative action with substantially similar claims and allegations against the same parties, captioned Candler v. Jacobs, et al. , No. 19-cv-959-CFC (D. Del.), also in the U.S. District Court for the District of Delaware. On June 14, 2019, the two actions were consolidated for all purposes. The Company believes these suits are without merit and intends to defend itself vigorously against the allegations. The Company is unable at this time to determine the amount of the possible loss or range of loss, if any, that it may incur as a result of these matters. |
Organization, Description of _2
Organization, Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 on certain market assumptions and information available to management. The carrying values of cash and cash equivalents, accounts receivable, deferred purchase price related to accounts receivables sold, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of June 30, 2019 and December 31, 2018 due to their short-term nature or because they were 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. |
Adoption of New Accounting Standards and Accounting Pronouncements Issued but Not Yet Effective | Adoption of New Accounting Standards In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize on its Condensed Consolidated Balance Sheets the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee recognizes on the balance sheet the right-of-use asset, representing the right to use the underlying asset, and the lease liability, representing the present value of future lease payments. The Company utilized a comprehensive approach to assess the impact of Topic 842 on its financial statements and related disclosures. In particular, the Company completed a comprehensive review of its lease portfolio and enhanced its internal controls, including those related to the identification, measurement and disclosure of its lease portfolio. In addition, the Company implemented a new software solution to facilitate compliance with the new guidance. For further information on the Company’s leases, refer to Note 5 —Leases . Accounting Pronouncements Issued but Not Yet Effective In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” as modified by subsequently issued ASUs. The ASU amends the current incurred losses impairment method with a method that reflects expected credit losses on certain types of financial instruments, including trade receivables. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period; however, early adoption is permitted. While the Company is currently evaluating the impact of this standard on its consolidated financial statements, it believes it may impact the allowance for doubtful accounts on trade accounts receivable as credit losses may be recognized earlier under the expected loss model. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Under the guidance, any capitalized implementation costs would be included in prepaid expenses, amortized over the term of the hosting arrangement on a straight-line basis and presented in the same line items in the Consolidated Statement of Income as the expense for fees of the associated hosting arrangements. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period, however, early adoption is permitted. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statement s. |
Segment Reporting | Segment Reporting The Company is organized into two reportable segments: Transportation and Logistics. In the Transportation segment, the Company provides multiple services to facilitate movements of raw materials, parts and finished goods. The Company accomplishes this by using its proprietary technology, third-party independent carriers and Company-owned transportation assets and service centers. XPO’s transportation services include: freight brokerage, last mile, less-than-truckload (“LTL”), full truckload, global forwarding and managed transportation. Freight brokerage, last mile, global forwarding and managed transportation are non-asset or asset-light operations; LTL and full truckload are primarily asset-based operations. The Logistics segment, which the Company also refers to as supply chain, provides differentiated contract logistics services. These services are facilitated by the Company’s proprietary technology and include value-added warehousing and distribution, inventory management, omnichannel and e-commerce fulfillment, cold chain solutions, reverse logistics, packaging and labeling, factory support, aftermarket support and order personalization services. In addition, the Logistics segment provides highly engineered, customized solutions and supply chain optimization services, such as advanced automation and predictive volume flow management. Certain of the Company’s operating units provide services to other Company operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenue 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. Corporate costs and credits include 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 and credits are not allocated to the business segments. The Company’s 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 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. |
Revenue Recognition | The Company’s remaining performance obligation represents the aggregate amount of transaction price yet to be recognized as of the end of the reporting period. As permitted in determining the remaining performance obligation, the Company omits obligations that either: (i) have original expected durations of one year or less, or (ii) contain variable consideration. On June 30, 2019 , the fixed consideration component of the Company’s remaining performance obligation was approximately $1.5 billion , of which the Company expects to recognize approximately 80% over the next three years and the remainder thereafter. The majority of the remaining performance obligation relates to the Logistics reportable segment. Remaining performance obligations are based on estimates made at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates, contract revisions or terminations. |
Earnings Per Share | Earnings per Share Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings 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. |
Organization, Description of _3
Organization, Description of Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable Securitization and Factoring Programs | The following table provides information related to the Company’s receivables securitization and factoring programs: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2018 2019 2018 Securitization program Receivables sold $ 338 $ — $ 661 $ — Cash consideration 269 — 529 — Deferred purchase price 69 — 132 — Factoring programs Receivables sold 235 128 419 269 Cash consideration 234 128 417 269 |
Summary of Carrying Value and Valuation of Financial Instruments Within the Fair-Value Hierarchy | The following table summarizes the fair value hierarchy of cash equivalents: (In millions) Carrying Value Fair Value Level 1 Level 2 June 30, 2019 $ 135 $ 135 $ 118 $ 17 December 31, 2018 237 237 236 1 The following table summarizes the fair value of the Company’s debt: (In millions) Fair Value Level 1 Level 2 June 30, 2019 $ 5,718 $ 3,145 $ 2,573 December 31, 2018 4,305 2,020 2,285 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Selected Financial Data for Each Operating Segment | The following table shows select financial data for the three and six months ended June 30, 2019 and 2018 : (In millions) Transportation Logistics Corporate Eliminations Total Three months ended June 30, 2019 Revenue $ 2,747 $ 1,526 $ — $ (35 ) $ 4,238 Operating income (loss) 243 61 (46 ) — 258 Depreciation and amortization 108 67 5 — 180 Three months ended June 30, 2018 Revenue $ 2,888 $ 1,508 $ — $ (33 ) $ 4,363 Operating income (loss) 205 67 (44 ) — 228 Depreciation and amortization 116 58 3 — 177 Six months ended June 30, 2019 Revenue $ 5,406 $ 3,020 $ — $ (68 ) $ 8,358 Operating income (loss) 371 107 (88 ) — 390 Depreciation and amortization 224 128 8 — 360 Six months ended June 30, 2018 Revenue $ 5,662 $ 2,956 $ — $ (63 ) $ 8,555 Operating income (loss) 344 115 (90 ) — 369 Depreciation and amortization 230 113 5 — 348 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenues | The following tables present the Company’s revenue disaggregated by geographic area based on sales office location: Three Months Ended June 30, 2019 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 1,924 $ 570 $ (7 ) $ 2,487 North America (excluding United States) 73 15 — 88 France 351 172 (6 ) 517 United Kingdom 186 350 (18 ) 518 Europe (excluding France and United Kingdom) 207 397 (4 ) 600 Other 6 22 — 28 Total $ 2,747 $ 1,526 $ (35 ) $ 4,238 Three Months Ended June 30, 2018 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 2,046 $ 533 $ (5 ) $ 2,574 North America (excluding United States) 67 16 — 83 France 385 177 (5 ) 557 United Kingdom 181 357 (18 ) 520 Europe (excluding France and United Kingdom) 203 400 (5 ) 598 Other 6 25 — 31 Total $ 2,888 $ 1,508 $ (33 ) $ 4,363 Six Months Ended June 30, 2019 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 3,760 $ 1,127 $ (12 ) $ 4,875 North America (excluding United States) 140 33 — 173 France 715 341 (11 ) 1,045 United Kingdom 374 685 (36 ) 1,023 Europe (excluding France and United Kingdom) 408 789 (8 ) 1,189 Other 9 45 (1 ) 53 Total $ 5,406 $ 3,020 $ (68 ) $ 8,358 Six Months Ended June 30, 2018 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 4,000 $ 1,035 $ (10 ) $ 5,025 North America (excluding United States) 129 29 — 158 France 774 356 (9 ) 1,121 United Kingdom 351 696 (34 ) 1,013 Europe (excluding France and United Kingdom) 399 790 (9 ) 1,180 Other 9 50 (1 ) 58 Total $ 5,662 $ 2,956 $ (63 ) $ 8,555 The following table presents the Company’s revenue disaggregated by service offering: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2018 2019 2018 Transportation segment: Freight brokerage and truckload $ 1,094 $ 1,211 $ 2,186 $ 2,390 LTL 1,261 1,247 2,440 2,420 Last mile (1) 212 269 436 507 Managed transportation 142 114 266 251 Global forwarding 78 85 155 167 Transportation eliminations (40 ) (38 ) (77 ) (73 ) Total Transportation segment revenue 2,747 2,888 5,406 5,662 Total Logistics segment revenue 1,526 1,508 3,020 2,956 Intersegment eliminations (35 ) (33 ) (68 ) (63 ) Total revenue $ 4,238 $ 4,363 $ 8,358 $ 8,555 (1) Comprised of the Company’s North American last mile operations. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Related Activity | The following table sets forth the restructuring-related activity: Six Months Ended June 30, 2019 (In millions) Reserve Balance as of December 31, 2018 Charges Incurred Payments Reserve Balance as of June 30, 2019 Severance: Transportation $ 9 $ 11 $ (15 ) $ 5 Logistics 5 2 (4 ) 3 Corporate 2 1 (2 ) 1 Total severance 16 14 (21 ) 9 Facilities: Transportation — 3 — 3 Total $ 16 $ 17 $ (21 ) $ 12 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense and Gain Realized on Sales Leaseback Transactions | The components of lease expense and gain realized on sale-leaseback transactions were as follows: (In millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost $ 178 $ 353 Short-term lease cost 31 77 Variable lease cost 18 36 Total operating lease cost $ 227 $ 466 Finance lease cost: Amortization of leased assets $ 14 $ 25 Interest on lease liabilities 1 3 Total finance lease cost $ 15 $ 28 Total lease cost $ 242 $ 494 Gain recognized on sale-leaseback transactions $ 17 $ 36 Supplemental cash flow information related to leases was as follows: (In millions) Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 347 Operating cash flows for finance leases 3 Financing cash flows for finance leases 30 Leased assets obtained in exchange for new lease obligations: Operating leases 327 Finance leases 30 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: (In millions) June 30, 2019 Operating leases: Operating lease assets $ 2,074 Short-term operating lease liabilities 481 Operating lease liabilities 1,611 Total operating lease liabilities $ 2,092 Finance leases: Property and equipment, gross $ 413 Accumulated depreciation (111 ) Property and equipment, net $ 302 Short-term borrowings and current maturities of long-term debt 55 Long-term debt 232 Total finance lease liabilities $ 287 Weighted-average remaining lease term Operating leases 7 years Finance leases 6 years Weighted-average discount rate Operating leases 5.12 % Finance leases 2.53 % |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities as of June 30, 2019 were as follows: (In millions) Finance Leases Operating Leases Remainder of 2019 $ 47 $ 275 2020 59 548 2021 58 429 2022 55 332 2023 45 253 Thereafter 42 648 Total lease payments $ 306 $ 2,485 Less: interest (19 ) (393 ) Present value of lease liabilities $ 287 $ 2,092 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of June 30, 2019 were as follows: (In millions) Finance Leases Operating Leases Remainder of 2019 $ 47 $ 275 2020 59 548 2021 58 429 2022 55 332 2023 45 253 Thereafter 42 648 Total lease payments $ 306 $ 2,485 Less: interest (19 ) (393 ) Present value of lease liabilities $ 287 $ 2,092 |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows: (In millions) Capital Leases Operating Leases Year ending December 31: 2019 $ 61 $ 577 2020 60 460 2021 55 367 2022 52 288 2023 43 221 Thereafter 39 523 Total minimum lease payments $ 310 $ 2,436 Amount representing interest (21 ) Present value of minimum lease payments $ 289 |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows: (In millions) Capital Leases Operating Leases Year ending December 31: 2019 $ 61 $ 577 2020 60 460 2021 55 367 2022 52 288 2023 43 221 Thereafter 39 523 Total minimum lease payments $ 310 $ 2,436 Amount representing interest (21 ) Present value of minimum lease payments $ 289 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position | The following table presents the account on the Condensed Consolidated Balance Sheets in which the Company’s derivative instruments have been recognized and the related notional amounts and fair values: June 30, 2019 Derivative Assets Derivative Liabilities (In millions) Notional Amount Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Derivatives designated as hedges: Cross-currency swap agreements $ 1,261 Other long-term assets $ — Other long-term liabilities $ (47 ) Interest rate swap 2,003 Other current assets — Other current liabilities (12 ) Derivatives not designated as hedges: Foreign currency option contracts 500 Other current assets 2 Accrued expenses (5 ) Total $ 2 $ (64 ) December 31, 2018 Derivative Assets Derivative Liabilities (In millions) Notional Amount Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Derivatives designated as hedges: Cross-currency swap agreements $ 1,270 Other long-term assets $ — Other long-term liabilities $ (81 ) Derivatives not designated as hedges: Foreign currency option contracts 473 Other current assets 7 Other current liabilities — Total $ 7 $ (81 ) |
Schedule of Gains and Losses Recognized on the Balance Sheet for Derivative Instruments | The effect of derivative instruments designated as hedges in the Condensed Consolidated Statements of Income are as follows: Amount of (Loss) Gain Recognized in Other Comprehensive Income on Derivative Amount of (Loss) Gain Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Three Months Ended June 30, (In millions) 2019 2018 2019 2018 2019 2018 Derivatives designated as cash flow hedges: Cross-currency swap agreements $ (1 ) $ 17 $ (3 ) $ 15 $ — $ — Interest rate swaps 5 (1 ) — — — — Derivatives designated as net investment hedges: Cross-currency swap agreements (7 ) 67 — — 3 2 Total $ (3 ) $ 83 $ (3 ) $ 15 $ 3 $ 2 Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Amount of Gain Reclassified from AOCI into Net Income Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Six Months Ended June 30, (In millions) 2019 2018 2019 2018 2019 2018 Derivatives designated as cash flow hedges: Cross-currency swap agreements $ 5 $ 6 $ 2 $ 13 $ — $ — Interest rate swaps (1 ) (1 ) — — — — Derivatives designated as net investment hedges: Cross-currency swap agreements 28 20 — — 5 (1 ) Total $ 32 $ 25 $ 2 $ 13 $ 5 $ (1 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the Company’s debt: June 30, 2019 December 31, 2018 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ — $ — $ — $ — Term loan facility 2,003 1,966 1,503 1,474 6.125% Senior notes due 2023 535 530 535 529 6.50% Senior notes due 2022 1,200 1,191 1,200 1,190 6.70% Senior debentures due 2034 300 206 300 205 6.75% Senior notes due 2024 1,000 986 — — Trade securitization program 261 259 283 281 Unsecured credit facility — — 250 246 Finance leases 287 287 289 289 Asset financing and other 48 49 55 55 Total debt 5,634 5,474 4,415 4,269 Short-term borrowings and current maturities of long-term debt 340 340 371 367 Long-term debt $ 5,294 $ 5,134 $ 4,044 $ 3,902 |
Schedule of Fair Value of Debt | The following table summarizes the fair value hierarchy of cash equivalents: (In millions) Carrying Value Fair Value Level 1 Level 2 June 30, 2019 $ 135 $ 135 $ 118 $ 17 December 31, 2018 237 237 236 1 The following table summarizes the fair value of the Company’s debt: (In millions) Fair Value Level 1 Level 2 June 30, 2019 $ 5,718 $ 3,145 $ 2,573 December 31, 2018 4,305 2,020 2,285 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | In periods of loss, no allocation is made to the preferred shares. The computations of basic and diluted earnings per share are as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions, except per share data) 2019 2018 2019 2018 Basic earnings per common share Net income attributable to XPO $ 135 $ 149 $ 182 $ 222 Series A preferred stock dividends — — (1 ) (1 ) Non-cash allocation of undistributed earnings (13 ) (11 ) (16 ) (16 ) Net income attributable to common shares, basic $ 122 $ 138 $ 165 $ 205 Basic weighted-average common shares 92 121 100 120 Basic earnings per share $ 1.32 $ 1.14 $ 1.66 $ 1.70 Diluted earnings per common share Net income attributable to common shares, diluted $ 122 $ 138 $ 165 $ 205 Basic weighted-average common shares 92 121 100 120 Dilutive effect of non-participating stock-based awards and equity forward 10 13 10 14 Diluted weighted-average common shares 102 134 110 134 Diluted earnings per share $ 1.19 $ 1.03 $ 1.51 $ 1.53 Potential common shares excluded 10 10 10 10 |
Organization, Description of _4
Organization, Description of Business and Basis of Presentation - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Realization of cash on deferred purchase price receivable | $ 66 | $ 137 | $ 0 | |
Other long-term assets | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Restricted cash included in other long-term assets | $ 12 | $ 12 | $ 12 |
Organization, Description of _5
Organization, Description of Business and Basis of Presentation - Schedule of Accounts Receivable Securitization and Factoring Programs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Securitization program | ||||
Receivables sold | $ 338 | $ 0 | $ 661 | $ 0 |
Cash consideration | 269 | 0 | 529 | 0 |
Deferred purchase price | 69 | 0 | 132 | 0 |
Factoring programs | ||||
Receivables sold | 235 | 128 | 419 | 269 |
Cash consideration | $ 234 | $ 128 | $ 417 | $ 269 |
Organization, Description of _6
Organization, Description of Business and Basis of Presentation - Schedule of Financial Instruments Within the Fair Value Hierarchy (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 135 | $ 237 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 135 | 237 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 118 | 236 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 17 | $ 1 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Selected Fi
Segment Reporting - Selected Financial Data for Each of Operating Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 4,238 | $ 4,363 | $ 8,358 | $ 8,555 |
Operating income (loss) | 258 | 228 | 390 | 369 |
Depreciation and amortization | 180 | 177 | 360 | 348 |
Operating Segments | Transportation | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,747 | 2,888 | 5,406 | 5,662 |
Operating income (loss) | 243 | 205 | 371 | 344 |
Depreciation and amortization | 108 | 116 | 224 | 230 |
Operating Segments | Logistics | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,526 | 1,508 | 3,020 | 2,956 |
Operating income (loss) | 61 | 67 | 107 | 115 |
Depreciation and amortization | 67 | 58 | 128 | 113 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Operating income (loss) | (46) | (44) | (88) | (90) |
Depreciation and amortization | 5 | 3 | 8 | 5 |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (35) | (33) | (68) | (63) |
Operating income (loss) | 0 | 0 | 0 | 0 |
Depreciation and amortization | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue by Geographical Area (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,238 | $ 4,363 | $ 8,358 | $ 8,555 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,487 | 2,574 | 4,875 | 5,025 |
North America (excluding United States) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 88 | 83 | 173 | 158 |
France | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 517 | 557 | 1,045 | 1,121 |
United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 518 | 520 | 1,023 | 1,013 |
Europe (excluding France and United Kingdom) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 600 | 598 | 1,189 | 1,180 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 28 | 31 | 53 | 58 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (35) | (33) | (68) | (63) |
Eliminations | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (7) | (5) | (12) | (10) |
Eliminations | North America (excluding United States) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Eliminations | France | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (6) | (5) | (11) | (9) |
Eliminations | United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (18) | (18) | (36) | (34) |
Eliminations | Europe (excluding France and United Kingdom) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (4) | (5) | (8) | (9) |
Eliminations | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | (1) | (1) |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,747 | 2,888 | 5,406 | 5,662 |
Transportation | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,924 | 2,046 | 3,760 | 4,000 |
Transportation | North America (excluding United States) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 73 | 67 | 140 | 129 |
Transportation | France | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 351 | 385 | 715 | 774 |
Transportation | United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 186 | 181 | 374 | 351 |
Transportation | Europe (excluding France and United Kingdom) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 207 | 203 | 408 | 399 |
Transportation | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6 | 6 | 9 | 9 |
Transportation | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (40) | (38) | (77) | (73) |
Logistics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,526 | 1,508 | 3,020 | 2,956 |
Logistics | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 570 | 533 | 1,127 | 1,035 |
Logistics | North America (excluding United States) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15 | 16 | 33 | 29 |
Logistics | France | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 172 | 177 | 341 | 356 |
Logistics | United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 350 | 357 | 685 | 696 |
Logistics | Europe (excluding France and United Kingdom) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 397 | 400 | 789 | 790 |
Logistics | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 22 | $ 25 | $ 45 | $ 50 |
Revenue Recognition - Disaggr_2
Revenue Recognition - Disaggregation of Revenue by Products and Services (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | $ 4,238 | $ 4,363 | $ 8,358 | $ 8,555 |
Total revenue | 4,238 | 4,363 | 8,358 | 8,555 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | (35) | (33) | (68) | (63) |
Total revenue | (35) | (33) | (68) | (63) |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | 2,747 | 2,888 | 5,406 | 5,662 |
Transportation | Freight brokerage and truckload | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | 1,094 | 1,211 | 2,186 | 2,390 |
Transportation | LTL | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | 1,261 | 1,247 | 2,440 | 2,420 |
Transportation | Last mile | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | 212 | 269 | 436 | 507 |
Transportation | Managed transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | 142 | 114 | 266 | 251 |
Transportation | Global forwarding | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, including assessed taxes | 78 | 85 | 155 | 167 |
Transportation | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | (40) | (38) | (77) | (73) |
Logistics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, excluding assessed taxes | $ 1,526 | $ 1,508 | $ 3,020 | $ 2,956 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) $ in Billions | Jun. 30, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 1.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 80.00% |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 1 year |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring Related Activity (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Reserve Balance as of December 31, 2018 | $ 16 |
Charges Incurred | 17 |
Payments | (21) |
Reserve Balance as of June 30, 2019 | 12 |
Severance | |
Restructuring Reserve [Roll Forward] | |
Reserve Balance as of December 31, 2018 | 16 |
Charges Incurred | 14 |
Payments | (21) |
Reserve Balance as of June 30, 2019 | 9 |
Operating Segments | Transportation | Severance | |
Restructuring Reserve [Roll Forward] | |
Reserve Balance as of December 31, 2018 | 9 |
Charges Incurred | 11 |
Payments | (15) |
Reserve Balance as of June 30, 2019 | 5 |
Operating Segments | Transportation | Facilities | |
Restructuring Reserve [Roll Forward] | |
Reserve Balance as of December 31, 2018 | 0 |
Charges Incurred | 3 |
Payments | 0 |
Reserve Balance as of June 30, 2019 | 3 |
Operating Segments | Logistics | Severance | |
Restructuring Reserve [Roll Forward] | |
Reserve Balance as of December 31, 2018 | 5 |
Charges Incurred | 2 |
Payments | (4) |
Reserve Balance as of June 30, 2019 | 3 |
Corporate | Severance | |
Restructuring Reserve [Roll Forward] | |
Reserve Balance as of December 31, 2018 | 2 |
Charges Incurred | 1 |
Payments | (2) |
Reserve Balance as of June 30, 2019 | $ 1 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 17 |
Cost of transportation and services | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 3 |
Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 14 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Jun. 30, 2019 | Jun. 30, 2019 |
Lessee, Lease, Description [Line Items] | |||
Operating lease assets | $ 2,074 | $ 2,074 | |
Operating lease liability | 2,092 | 2,092 | |
Increase in retained earnings related to deferred gain on sale leaseback transaction | $ 17 | $ 36 | |
Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease assets | $ 2,100 | ||
Operating lease liability | 2,100 | ||
Retained Earnings | Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Increase in retained earnings related to deferred gain on sale leaseback transaction | $ 6 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Gain Realized on Sales Leaseback Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 178 | $ 353 |
Short-term lease cost | 31 | 77 |
Variable lease cost | 18 | 36 |
Total operating lease cost | 227 | 466 |
Amortization of leased assets | 14 | 25 |
Interest on lease liabilities | 1 | 3 |
Total finance lease cost | 15 | 28 |
Total lease cost | 242 | 494 |
Gain recognized on sale-leaseback transactions | $ 17 | $ 36 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) $ in Millions | Jun. 30, 2019USD ($) |
Operating leases: | |
Operating lease assets | $ 2,074 |
Short-term operating lease liabilities | 481 |
Operating lease liabilities | 1,611 |
Total operating lease liabilities | 2,092 |
Finance leases: | |
Property and equipment, gross | 413 |
Accumulated depreciation | (111) |
Property and equipment, net | 302 |
Short-term borrowings and current maturities of long-term debt | 55 |
Long-term debt | 232 |
Total finance lease liabilities | $ 287 |
Weighted-average remaining lease term | |
Operating leases | 7 years |
Finance leases | 6 years |
Weighted-average discount rate | |
Operating leases | 5.12% |
Finance leases | 2.53% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows for operating leases | $ 347 |
Operating cash flows for finance leases | 3 |
Financing cash flows for finance leases | 30 |
Leased assets obtained in exchange for new lease obligations: | |
Operating leases | 327 |
Finance leases | $ 30 |
Leases - Maturities of Financin
Leases - Maturities of Financing and Operating Lease Liabilities (Details) $ in Millions | Jun. 30, 2019USD ($) |
Finance Leases | |
Remainder of 2019 | $ 47 |
2020 | 59 |
2021 | 58 |
2022 | 55 |
2023 | 45 |
Thereafter | 42 |
Total lease payments | 306 |
Less: interest | (19) |
Present value of lease liabilities | 287 |
Operating Leases | |
Remainder of 2019 | 275 |
2020 | 548 |
2021 | 429 |
2022 | 332 |
2023 | 253 |
Thereafter | 648 |
Total lease payments | 2,485 |
Less: interest | (393) |
Present value of lease liabilities | $ 2,092 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Topic 840 (Details) $ in Millions | Dec. 31, 2018USD ($) |
Capital Leases | |
2019 | $ 61 |
2020 | 60 |
2021 | 55 |
2022 | 52 |
2023 | 43 |
Thereafter | 39 |
Total minimum lease payments | 310 |
Amount representing interest | (21) |
Present value of minimum lease payments | 289 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | 577 |
2020 | 460 |
2021 | 367 |
2022 | 288 |
2023 | 221 |
Thereafter | 523 |
Total minimum lease payments | $ 2,436 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 2 | $ 7 |
Derivative Liabilities | (64) | (81) |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other Long Term Assets and Other Long Term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 1,261 | 1,270 |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | (47) | (81) |
Level 2 | Derivatives designated as hedges | Interest rate swap | Other Current Assets and Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 2,003 | |
Level 2 | Derivatives designated as hedges | Interest rate swap | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | |
Level 2 | Derivatives designated as hedges | Interest rate swap | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | (12) | |
Level 2 | Derivatives not designated as hedges | Foreign currency option contracts | Other Current Assets and Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 500 | 473 |
Level 2 | Derivatives not designated as hedges | Foreign currency option contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 2 | 7 |
Level 2 | Derivatives not designated as hedges | Foreign currency option contracts | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ (5) | $ 0 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Gains and Losses Recognized on the Statements of Income for Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | $ (3) | $ 83 | $ 32 | $ 25 |
Amount of Gain Reclassified from AOCI into Net Income | (3) | 15 | 2 | 13 |
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 3 | 2 | 5 | (1) |
Cross-currency swap agreements | Derivatives designated as hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | (1) | 17 | 5 | 6 |
Amount of Gain Reclassified from AOCI into Net Income | (3) | 15 | 2 | 13 |
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 0 | 0 | 0 | 0 |
Cross-currency swap agreements | Derivatives not designated as hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | (7) | 67 | 28 | 20 |
Amount of Gain Reclassified from AOCI into Net Income | 0 | 0 | 0 | 0 |
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 3 | 2 | 5 | (1) |
Interest rate swap | Derivatives designated as hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | 5 | (1) | (1) | (1) |
Amount of Gain Reclassified from AOCI into Net Income | 0 | 0 | 0 | 0 |
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | $ 0 | $ 0 | $ 0 | $ 0 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative [Line Items] | ||||
Reclassification of cash from operating activities to investing activities | $ 0 | $ (10) | ||
Foreign currency option and forward contracts | ||||
Derivative [Line Items] | ||||
Reclassification of cash from operating activities to investing activities | 13 | |||
Derivatives designated as hedges | Cross-currency swap agreements | ||||
Derivative [Line Items] | ||||
Pre-tax gain (loss) recognized in earnings | (2) | 3 | ||
Derivatives not designated as hedges | Cross-currency swap agreements | ||||
Derivative [Line Items] | ||||
Pre-tax gain (loss) recognized in earnings | (28) | (37) | ||
Derivatives not designated as hedges | Foreign currency option and forward contracts | ||||
Derivative [Line Items] | ||||
Pre-tax gain (loss) recognized in earnings | $ (8) | $ 16 | $ (10) | $ 4 |
Maximum | Derivatives not designated as hedges | Foreign currency option and forward contracts | ||||
Derivative [Line Items] | ||||
Derivative, term of contract | 12 months |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Total debt, principal balance | $ 5,634 | $ 4,415 | ||
Short-term debt and current maturities of long-term debt, principal balance | 340 | 371 | ||
Long-term debt excluding current maturities, principal balance | 5,294 | 4,044 | ||
Total debt, carrying value | 5,718 | 4,305 | ||
Long-term debt, carrying value | 5,134 | 3,902 | ||
Finance leases | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | 287 | 289 | ||
Term loan facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | 2,003 | 1,503 | ||
6.125% Senior notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | $ 535 | 535 | ||
Stated interest rate | 6.125% | |||
6.50% Senior notes due 2022 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | $ 1,200 | 1,200 | ||
Stated interest rate | 6.50% | |||
6.70% Senior debentures due 2034 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | $ 300 | 300 | ||
Stated interest rate | 6.70% | |||
6.75% Senior notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | $ 1,000 | 0 | ||
Stated interest rate | 6.75% | 6.75% | ||
Trade securitization program | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | $ 261 | 283 | ||
Asset financing and other | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | 48 | 55 | ||
Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 5,474 | 4,269 | ||
Short-term debt and current maturities of long-term debt, carrying value | 340 | 367 | ||
Long-term debt, carrying value | 5,134 | 3,902 | ||
Carrying Value | Finance leases | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 287 | 289 | ||
Carrying Value | Term loan facility | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 1,966 | 1,474 | ||
Carrying Value | 6.125% Senior notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 530 | 529 | ||
Carrying Value | 6.50% Senior notes due 2022 | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 1,191 | 1,190 | ||
Carrying Value | 6.70% Senior debentures due 2034 | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 206 | 205 | ||
Carrying Value | 6.75% Senior notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 986 | 0 | ||
Carrying Value | Trade securitization program | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 259 | 281 | ||
Carrying Value | Asset financing and other | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 49 | 55 | ||
ABL facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, principal balance | 0 | 0 | ||
ABL facility | 6.125% Senior notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.125% | |||
ABL facility | 6.50% Senior notes due 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.50% | |||
ABL facility | Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Total debt, carrying value | 0 | 0 | ||
Unsecured credit facility | ||||
Debt Instrument [Line Items] | ||||
Short-term borrowing, principal balance | 0 | 250 | ||
Unsecured credit facility | Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Short-term borrowing, carrying value | $ 0 | $ 246 |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Fair value of debt | $ 5,718 | $ 4,305 |
Level 1 | ||
Debt Instrument [Line Items] | ||
Fair value of debt | 3,145 | 2,020 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Fair value of debt | $ 2,573 | $ 2,285 |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - USD ($) | Apr. 30, 2019 | Jun. 30, 2019 |
ABL facility | ||
Debt Instrument [Line Items] | ||
Debt covenant, threshold amount outstanding triggering maturity date extension | $ 200,000,000 | |
Aggregate maximum borrowing capacity | $ 1,100,000,000 | |
Line of credit facility, borrowing base | $ 1,046,000,000 | |
Remaining borrowing availability | 838,000,000 | |
Line of credit facility, amount drawn | $ 208,000,000 | |
6.50% Senior notes due 2022 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.50% | |
6.50% Senior notes due 2022 | ABL facility | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.50% | |
6.125% Senior notes due 2023 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.125% | |
6.125% Senior notes due 2023 | ABL facility | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.125% | |
Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 1.25% | |
Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 0.25% | |
Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 1.50% | |
Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 0.50% |
Debt - Term Loan Facility (Deta
Debt - Term Loan Facility (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Debt Instrument [Line Items] | ||||||
Debt extinguishment loss | $ 0 | $ 0 | $ 10,000,000 | $ 5,000,000 | $ 10,000,000 | |
Incremental Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt issued as a percentage of par value | 99.50% | 99.50% | ||||
Incremental Loan Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate margin | 1.50% | |||||
Incremental Loan Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate margin | 2.50% | |||||
Amendment No. 5 to Credit Agreement | Incremental Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 500,000,000 | |||||
Secured Debt | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Annual effective interest rate | 4.40% | 4.40% | ||||
Secured Debt | Incremental Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Annual effective interest rate | 4.88% | 4.88% | ||||
Secured Debt | Amendment No. 4 to Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 500,000,000 | $ 500,000,000 | ||||
Percentage of yield on incremental term loan in excess of yield on existing loans | 0.75% | 0.75% |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - 6.75% Senior notes due 2024 - USD ($) | Jun. 30, 2019 | Feb. 28, 2019 |
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 1,000,000,000 | |
Stated interest rate | 6.75% | 6.75% |
Debt - Trade Securitization Pro
Debt - Trade Securitization Program (Details) | 1 Months Ended | ||||
Jul. 31, 2019EUR (€) | Oct. 31, 2017 | Jul. 01, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | |
Trade Receivables Securitization Program One | XPO Collections Designated Activity Company Limited | Affiliated Entity | |||||
Debt Instrument [Line Items] | |||||
Trade securitization program, term | 3 years | ||||
Aggregate maximum borrowing capacity | $ 398,000,000 | € 350,000,000 | |||
Remaining borrowing availability | $ 27,000,000 | € 24,000,000 | |||
Weighted average interest rate | 1.10% | 1.10% | |||
XPO Logistics Europe SA | |||||
Debt Instrument [Line Items] | |||||
Controlling interest percentage in subsidiary | 86.25% | 86.25% | |||
Subsequent Event | Trade Receivables Securitization Program Two | XPO Collections Designated Activity Company Limited | Affiliated Entity | |||||
Debt Instrument [Line Items] | |||||
Trade securitization program, term | 3 years | ||||
Aggregate maximum borrowing capacity | € 400,000,000 | $ 450,000,000 |
Debt - Unsecured Credit Facilit
Debt - Unsecured Credit Facility (Details) - Unsecured Credit Facility - USD ($) | 1 Months Ended | |
Jan. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 500,000,000 | |
Proceeds from debt | $ 250,000,000 | $ 250,000,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Feb. 13, 2019 | Dec. 14, 2018 | |
Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock liquidation preference percentage | 4.00% | 4.00% | |||
2018 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program authorized amount | $ 1,000,000,000 | ||||
Shares repurchased and retired (in shares) | 10 | 8 | |||
Aggregate value of shares repurchased and retired | $ 536,000,000 | $ 464,000,000 | |||
Shares repurchased, average price per share (in usd per share) | $ 53.46 | $ 59.47 | |||
2019 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program authorized amount | $ 1,500,000,000 | ||||
Shares repurchased and retired (in shares) | 2 | 17 | |||
Aggregate value of shares repurchased and retired | $ 120,000,000 | $ 883,000,000 | |||
Shares repurchased, average price per share (in usd per share) | $ 56.78 | $ 50.70 | |||
Remaining value of shares available for repurchase | $ 617,000,000 | $ 617,000,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Basic earnings per common share | ||||
Net income attributable to XPO | $ 135 | $ 149 | $ 182 | $ 222 |
Series A preferred stock dividends | 0 | 0 | (1) | (1) |
Non-cash allocation of undistributed earnings | (13) | (11) | (16) | (16) |
Net income attributable to common shares, basic | $ 122 | $ 138 | $ 165 | $ 205 |
Basic weighted-average common shares (in shares) | 92 | 121 | 100 | 120 |
Basic earnings per share (in dollars per share) | $ 1.32 | $ 1.14 | $ 1.66 | $ 1.70 |
Diluted earnings per common share | ||||
Net income attributable to common shares, diluted | $ 122 | $ 138 | $ 165 | $ 205 |
Basic weighted-average common shares (in shares) | 92 | 121 | 100 | 120 |
Dilutive effect of non-participating stock-based awards and equity forward (in shares) | 10 | 13 | 10 | 14 |
Diluted weighted-average common shares (in shares) | 102 | 134 | 110 | 134 |
Diluted earnings per share (in dollars per share) | $ 1.19 | $ 1.03 | $ 1.51 | $ 1.53 |
Potential common shares excluded (in shares) | 10 | 10 | 10 | 10 |
Legal and Regulatory Matters -
Legal and Regulatory Matters - Narrative (Details) $ in Millions | May 16, 2017USD ($) | Mar. 06, 2015class_actionclaimant | Apr. 30, 2017USD ($)claimant | Jun. 30, 2015USD ($)claimant | Dec. 31, 2012operator | May 31, 2018class_action |
California Labor Commission | ||||||
Loss Contingencies [Line Items] | ||||||
Number of owner operators (in operators) | operator | 150 | |||||
Number of claims heard by court (in claimants) | claimant | 170 | 4 | 5 | |||
Amount claimed | $ | $ 1 | |||||
Settlement amount awarded to other party | $ | $ 1 | $ 1 | ||||
Number of class actions related to remaining claimants (in class actions) | class_action | 3 | |||||
Last Mile Logistics Classifications Claims | ||||||
Loss Contingencies [Line Items] | ||||||
Number of class actions related to remaining claimants (in class actions) | class_action | 4 |
Uncategorized Items - xpo2019q2
Label | Element | Value |
Accounting Standards Update 2016-02 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 6,000,000 |
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 6,000,000 |
Accounting Standards Update 2016-02 [Member] | Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 6,000,000 |