Cover Page
| Cover Page - shares | 3 Months Ended | |
| Mar. 31, 2020 | Apr. 27, 2020 | |
| Cover [Abstract] | ||
| Document Type | 10-Q | |
| Document Quarterly Report | true | |
| Document Period End Date | Mar. 31, 2020 | |
| 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 $0.001 per share | |
| Trading Symbol | XPO | |
| Security Exchange Name | NYSE | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Large Accelerated Filer | |
| Small Business Entity | false | |
| Emerging Growth Company | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 91,126,364 | |
| Amendment Flag | false | |
| Document Fiscal Year Focus | 2020 | |
| Document Fiscal Period Focus | Q1 | |
| Entity Central Index Key | 0001166003 | |
| Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
| Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
| Current assets: | ||
| Cash and cash equivalents | $ 1,127 | $ 377 |
| Accounts receivable, net of allowances of $63 and $58, respectively | 2,415 | 2,500 |
| Other current assets | 464 | 465 |
| Total current assets | 4,006 | 3,342 |
| Property and equipment, net of $2,138 and $2,054 in accumulated depreciation, respectively | 2,632 | 2,704 |
| Operating lease assets | 2,143 | 2,245 |
| Goodwill | 4,395 | 4,450 |
| Identifiable intangible assets, net of $825 and $850 in accumulated amortization, respectively | 1,046 | 1,092 |
| Other long-term assets | 340 | 295 |
| Total long-term assets | 10,556 | 10,786 |
| Total assets | 14,562 | 14,128 |
| Current liabilities: | ||
| Accounts payable | 1,057 | 1,157 |
| Accrued expenses | 1,446 | 1,414 |
| Short-term borrowings and current maturities of long-term debt | 260 | 84 |
| Short-term operating lease liabilities | 456 | 468 |
| Other current liabilities | 166 | 135 |
| Total current liabilities | 3,385 | 3,258 |
| Long-term debt | 5,766 | 5,182 |
| Deferred tax liability | 505 | 495 |
| Employee benefit obligations | 152 | 157 |
| Long-term operating lease liabilities | 1,689 | 1,776 |
| Other long-term liabilities | 337 | 364 |
| Total long-term liabilities | 8,449 | 7,974 |
| Stockholders’ equity: | ||
| Convertible perpetual preferred stock, $0.001 par value; 10 shares authorized; 0.07 of Series A shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 41 | 41 |
| Common stock, $0.001 par value; 300 shares authorized; 91 and 92 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 0 | 0 |
| Additional paid-in capital | 1,943 | 2,061 |
| Retained earnings | 804 | 786 |
| Accumulated other comprehensive loss | (210) | (145) |
| Total stockholders’ equity before noncontrolling interests | 2,578 | 2,743 |
| Noncontrolling interests | 150 | 153 |
| Total equity | 2,728 | 2,896 |
| Total liabilities and equity | $ 14,562 | $ 14,128 |
Condensed Consolidated Balanc_2
| Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
| Statement of Financial Position [Abstract] | ||
| Accounts receivable, allowances | $ 63 | $ 58 |
| Property and equipment, accumulated depreciation | 2,138 | 2,054 |
| Identifiable intangible assets, accumulated amortization | $ 825 | $ 850 |
| 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) | 91,000,000 | 92,000,000 |
| Common stock, shares outstanding (in shares) | 91,000,000 | 92,000,000 |
Condensed Consolidated Statemen
| Condensed Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Income Statement [Abstract] | ||
| Revenue | $ 3,864 | $ 4,120 |
| Operating expenses | ||
| Cost of transportation and services | 1,898 | 2,096 |
| Direct operating expense | 1,360 | 1,406 |
| Sales, general and administrative expense | 525 | 486 |
| Total operating expenses | 3,783 | 3,988 |
| Operating income | 81 | 132 |
| Other expense (income) | (18) | (17) |
| Foreign currency (gain) loss | (8) | 2 |
| Debt extinguishment loss | 0 | 5 |
| Interest expense | 72 | 71 |
| Income before income tax provision | 35 | 71 |
| Income tax provision | 10 | 19 |
| Net income | 25 | 52 |
| Net income attributable to noncontrolling interests | (2) | (5) |
| Net income attributable to XPO | 23 | 47 |
| Earnings per share data: | ||
| Net income attributable to common shareholders | $ 21 | $ 43 |
| Basic earnings per share (in dollars per share) | $ 0.23 | $ 0.40 |
| Diluted earnings per share (in dollars per share) | $ 0.20 | $ 0.37 |
| Weighted-average common shares outstanding | ||
| Basic weighted-average common shares outstanding (in shares) | 92 | 107 |
| Diluted weighted-average common shares outstanding (in shares) | 103 | 117 |
Condensed Consolidated Statem_2
| Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Statement of Comprehensive Income [Abstract] | ||
| Net income | $ 25 | $ 52 |
| Other comprehensive loss, net of tax | ||
| Foreign currency translation loss, net of tax effect of $(11) and $(6) | (65) | (1) |
| Unrealized loss on financial assets/liabilities designated as hedging instruments, net of tax effect of $— and $1 | 0 | (3) |
| Defined benefit plans adjustments, net of tax effect of $2 and $— | (5) | 0 |
| Other comprehensive loss | (70) | (4) |
| Comprehensive (loss) income | (45) | 48 |
| Less: Comprehensive loss attributable to noncontrolling interests | (3) | 0 |
| Comprehensive (loss) income attributable to XPO | $ (42) | $ 48 |
Condensed Consolidated Statem_3
| Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Statement of Comprehensive Income [Abstract] | ||
| Foreign currency translation (loss) gain, tax | $ (11) | $ (6) |
| Unrealized (loss) gain on financial assets/liabilities designated as hedging instruments, tax effect | 0 | 1 |
| Defined benefit plans adjustment, tax | $ 2 | $ 0 |
Condensed Consolidated Statem_4
| Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Operating activities | ||
| Net income | $ 25 | $ 52 |
| Adjustments to reconcile net income to net cash from operating activities | ||
| Depreciation, amortization and net lease activity | 183 | 180 |
| Stock compensation expense | 18 | 13 |
| Accretion of debt | 4 | 5 |
| Deferred tax benefit | (2) | (5) |
| Debt extinguishment loss | 0 | 5 |
| Unrealized (gain) loss on foreign currency option and forward contracts | (4) | 2 |
| Gains on sales of property and equipment | (27) | (21) |
| Other | 5 | 13 |
| Changes in assets and liabilities: | ||
| Accounts receivable | 44 | (246) |
| Other assets | (16) | (30) |
| Accounts payable | (69) | (57) |
| Accrued expenses and other liabilities | 19 | (7) |
| Net cash provided by (used in) operating activities | 180 | (96) |
| Investing activities | ||
| Payment for purchases of property and equipment | (139) | (118) |
| Proceeds from sale of property and equipment | 54 | 47 |
| Cash collected on deferred purchase price receivable | 0 | 71 |
| Other | 6 | 0 |
| Net cash used in investing activities | (79) | 0 |
| Financing activities | ||
| Proceeds from borrowings related to securitization program | 182 | 0 |
| Proceeds from issuance of debt | 0 | 1,751 |
| Proceeds from borrowings on ABL facility | 620 | 1,075 |
| Repayment of borrowings on ABL facility | (20) | (1,075) |
| Repayment of debt and finance leases | (25) | (534) |
| Payment for debt issuance costs | 0 | (24) |
| Repurchase of common stock | (114) | (1,227) |
| Change in bank overdrafts | 42 | 6 |
| Payment for tax withholdings for restricted shares | (16) | (2) |
| Other | (1) | 1 |
| Net cash provided by (used in) financing activities | 668 | (29) |
| Effect of exchange rates on cash, cash equivalents and restricted cash | (19) | 0 |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 750 | (125) |
| Cash, cash equivalents and restricted cash, beginning of period | 387 | 514 |
| Cash, cash equivalents and restricted cash, end of period | 1,137 | 389 |
| Supplemental disclosure of cash flow information: | ||
| Leased assets obtained in exchange for new operating lease liabilities | 156 | 175 |
| Leased assets obtained in exchange for new finance lease liabilities | 8 | 13 |
| Cash paid for interest | 76 | 49 |
| Cash paid for income taxes | $ 7 | $ 8 |
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, 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 | 52 | 47 | 47 | 5 | ||||
| Other comprehensive income (loss) | (4) | 1 | 1 | (5) | ||||
| Exercise and vesting of stock compensation awards (in shares) | 94 | |||||||
| Exercise and vesting of stock compensation awards | 0 | 0 | ||||||
| Tax withholdings related to vesting of stock compensation awards | (2) | (2) | (2) | |||||
| Retirement of common stock (in shares) | (22,570) | |||||||
| Retirement of common stock | (1,195) | (1,195) | (1,195) | |||||
| Dividend declared | (1) | (1) | (1) | |||||
| Stock compensation expense | 8 | 8 | 8 | |||||
| Adoption of new accounting standard and other | 5 | 5 | 5 | |||||
| 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, 2019 | 92,342 | 72 | ||||||
| Balance at beginning of period at Dec. 31, 2019 | 2,896 | $ 0 | 2,061 | 786 | (145) | 2,743 | 153 | $ 41 |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net income | 25 | 23 | 23 | 2 | ||||
| Other comprehensive income (loss) | (70) | (65) | (65) | (5) | ||||
| Exercise and vesting of stock compensation awards (in shares) | 417 | |||||||
| Exercise and vesting of stock compensation awards | 0 | 0 | ||||||
| Tax withholdings related to vesting of stock compensation awards | (16) | (16) | (16) | |||||
| Retirement of common stock (in shares) | (1,715) | |||||||
| Retirement of common stock | (114) | (114) | (114) | |||||
| Dividend declared | (1) | (1) | (1) | |||||
| Stock compensation expense | 12 | 12 | 12 | |||||
| Adoption of new accounting standard and other | (4) | (4) | (4) | |||||
| Balance at end of period (in shares) at Mar. 31, 2020 | 91,044 | 72 | ||||||
| Balance at end of period at Mar. 31, 2020 | $ 2,728 | $ 0 | $ 1,943 | $ 804 | $ (210) | $ 2,578 | $ 150 | $ 41 |
Organization, Description of Bu
| Organization, Description of Business and Basis of Presentation | 3 Months Ended |
| Mar. 31, 2020 | |
| 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 ” or “ we ”), is a top ten global provider of cutting-edge supply chain solutions to the most successful companies in the world. We use our integrated network of people, technology and physical assets to help customers manage their goods most efficiently throughout their supply chains. Our customers are multinational, national, mid-size and small enterprises. We run our business on a global basis, with two reportable segments: Transportation and Logistics. See Note 2 —Segment Reporting for further information on our operations. We prepared our Condensed Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“ GAAP ”) and on the same basis as the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2019 (the “ 2019 Form 10-K ”), except for the effects of adopting Accounting Standards Update (“ ASU ”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” as of January 1, 2020, as described below. The interim reporting requirements of Form 10-Q allow certain information and note disclosures normally included in annual consolidated financial statements to be condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the 2019 Form 10-K . The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020 , particularly in light of the outbreak of a new strain of coronavirus, COVID-19, in the first quarter of 2020. The rapid escalation of COVID-19 into a pandemic in the first quarter of 2020 has affected, and will continue to affect, economic activity broadly and customer sectors served by our industry. We expect that COVID-19 will have significant effects on economic activity, on demand for our services, and on our results of operations in 2020. Restricted Cash As of March 31, 2020 and December 31, 2019 , our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $10 million . Accounts Receivable and Allowance for Doubtful Accounts We record accounts receivable at the contractual amount and we record an allowance for doubtful accounts for the amount we estimate we may not collect. In determining the allowance for doubtful accounts, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. Commencing in the first quarter of 2020 and in accordance with ASU 2016-13, we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for doubtful accounts. We write off accounts receivable balances once the receivables are no longer deemed collectible. Trade Receivables Securitization and Factoring Programs We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program described below. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. XPO Logistics Europe SA (“ XPO Logistics Europe ”), one of our majority-owned subsidiaries, participates in a trade receivables securitization program co-arranged by Crédit Agricole, BNP Paribas and HSBC (the “ Purchasers ”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO Logistics Europe sells trade receivables that originate with wholly-owned subsidiaries of XPO Logistics Europe in the United Kingdom a nd France to unaffiliated entities managed by the Purchasers . The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities. We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Condensed Consolidated Balance Sheets at the date of transfer. In the securitization and factoring arrangements, any continuing involvement with the receivables is limited to servicing the receivables. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Condensed Consolidated Balance Sheets . These borrowings amounted to €164 million ( $181 million ) as of March 31, 2020 . See Note 6 —Debt for additional information on these borrowings. Under a securitization program that was terminated in July 2019, if transfers were accounted for as sales, the consideration received included a simultaneous cash payment and a deferred purchase price receivable. The deferred purchase price receivable was not a trade receivable and was recorded based on its fair value and reported within Other current assets on our Condensed Consolidated Balance Sheets . The cash payment which we received on the date of the transfer was reflected within Net cash provided by (used in) operating activities on our Condensed Consolidated Statements of Cash Flows . As we received cash payments on the deferred purchase price receivable, it was reflected as an investing activity. The new program does not include a deferred purchase price mechanism. The maximum amount of net cash proceeds available at any one time under the program is €400 million (approximately $441 million as of March 31, 2020 ) and this amount includes any unsecured borrowings related to the program. As of March 31, 2020 , €88 million (approximately $98 million ) was available to us based on the level of receivables sold and outstanding as of that date. The weighted average interest rate was 0.80% as of March 31, 2020 . Charges for commitment fees, which are based on a percentage of available amounts, and charges for administrative fees were not material to our results of operations for the three months ended March 31, 2020 and 2019 . The securitization program expires in July 2022 and contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. Information related to the trade receivables sold was as follows: Three Months Ended March 31, (In millions) 2020 2019 Securitization programs Receivables sold in period $ 691 $ 323 Cash consideration 691 260 Deferred purchase price — 63 Factoring programs Receivables sold in period 264 184 Cash consideration 263 183 In addition to the cash considerations referenced above, we received $71 million in the three months ended March 31, 2019 , for the realization of cash on the deferred purchase price receivable for our prior securitization program. Fair Value Measurements Fair value is defined 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. The levels of inputs used to measure fair value are: • 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. We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of March 31, 2020 and December 31, 2019 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents included 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 on the fair value hierarchy of our derivative instruments, see Note 5 —Derivative Instruments and for information on financial liabilities, see Note 6 —Debt . The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 Level 2 March 31, 2020 $ 733 $ 733 $ 733 $ — December 31, 2019 144 144 127 17 Adoption of New Accounting Standards In June 2016, the Financial Accounting Standards Board (“ FASB ”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU , as subsequently modified, amends the current incurred losses impairment method with a method that reflects expected credit losses on certain types of financial instruments, including trade receivables. We adopted this standard on January 1, 2020 and recorded an immaterial adjustment to total equity for the cumulative impact of adoption. 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. We adopted this standard on January 1, 2020 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements. Accounting Pronouncements Issued but Not Yet Effective In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) : “Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848)—“Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Inter-bank Offered Rate (“ LIBOR ”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance through December 31, 2022. We are currently evaluating the impact of the new guidance. |
Segment Reporting
| Segment Reporting | 3 Months Ended |
| Mar. 31, 2020 | |
| Segment Reporting [Abstract] | |
| Segment Reporting | Segment Reporting We are organized into two reportable segments: Transportation and Logistics. We evaluate our performance in large part based on the various financial measures of our two reporting segments. In our Transportation segment, we provide multiple services to facilitate the movement of raw materials, parts and finished goods. We accomplish this by using our proprietary technology, third-party independent carriers and our transportation assets and service centers. Our transportation services include truck brokerage and expedite; truckload; less-than-truckload (“ LTL ”); last mile; intermodal and drayage; managed transportation; and global forwarding. Freight brokerage, last mile, global forwarding and managed transportation are non-asset or asset-light businesses while LTL and truckload are primarily asset-based operations. In our Logistics segment, which we also refer to as supply chain or contract logistics, we provide a wide range of services differentiated by our proprietary technology and our ability to customize solutions for individual customers. Our services include value-added warehousing and distribution, e-commerce and omnichannel fulfillment, cold-chain solutions, reverse logistics, packaging and labeling, factory support, aftermarket support, inventory management, order personalization and supply chain optimization. In addition, our Logistics segment provides engineered solutions for supply chain optimization, such as production flow management. Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results. Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reporting segments. Our chief operating decision maker (“ CODM ”) regularly reviews financial information at the reporting segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM . We do not provide asset information by segment to the CODM , as the majority of our assets are managed at the corporate level. Selected financial data for our segments is as follows: (In millions) Transportation Logistics Corporate Eliminations/Other Total Three months ended March 31, 2020 Revenue $ 2,459 $ 1,437 $ — $ (32 ) $ 3,864 Operating income (loss) 120 38 (77 ) — 81 Depreciation and amortization 110 69 4 — 183 Three months ended March 31, 2019 Revenue $ 2,659 $ 1,494 $ — $ (33 ) $ 4,120 Operating income (loss) 128 46 (42 ) — 132 Depreciation and amortization 116 61 3 — 180 |
Revenue Recognition
| Revenue Recognition | 3 Months Ended |
| Mar. 31, 2020 | |
| Revenue from Contract with Customer [Abstract] | |
| Revenue Recognition | Revenue Recognition Disaggregation of Revenues We disaggregate our revenue by geographic area and service offering. Our revenue disaggregated by geographical area, based on sales office location, was as follows: Three Months Ended March 31, 2020 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 1,702 $ 536 $ (9 ) $ 2,229 North America (excluding United States) 71 14 — 85 France 311 150 (3 ) 458 United Kingdom 182 329 (16 ) 495 Europe (excluding France and United Kingdom) 188 386 (3 ) 571 Other 5 22 (1 ) 26 Total $ 2,459 $ 1,437 $ (32 ) $ 3,864 Three Months Ended March 31, 2019 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 1,836 $ 557 $ (5 ) $ 2,388 North America (excluding United States) 67 18 — 85 France 364 169 (5 ) 528 United Kingdom 188 335 (18 ) 505 Europe (excluding France and United Kingdom) 201 392 (4 ) 589 Other 3 23 (1 ) 25 Total $ 2,659 $ 1,494 $ (33 ) $ 4,120 Our revenue disaggregated by service offering was as follows: Three Months Ended March 31, (In millions) 2020 2019 Transportation segment: Freight brokerage and truckload $ 1,023 $ 1,092 LTL 1,135 1,179 Last mile (1) 201 224 Managed transportation 83 124 Global forwarding 61 77 Transportation eliminations (44 ) (37 ) Total Transportation segment revenue 2,459 2,659 Total Logistics segment revenue 1,437 1,494 Intersegment eliminations (32 ) (33 ) Total revenue $ 3,864 $ 4,120 (1) Comprised of our North American last mile operations. Performance Obligations Remaining performance obligations represent firm contracts for which services have not been performed and future revenue recognition is expected. As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. On March 31, 2020 , the fixed consideration component of our remaining performance obligation was approximately $1.7 billion , and we expect to recognize approximately 70% of that amount over the next three years and the remainder thereafter. The majority of the remaining performance obligation relates to our Logistics reportable segment. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations. |
Restructuring Charges
| Restructuring Charges | 3 Months Ended |
| Mar. 31, 2020 | |
| Restructuring and Related Activities [Abstract] | |
| Restructuring Charges | Restructuring Charges We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. These actions generally include severance and facility-related costs and are intended to improve our efficiency and profitability. Restructuring charges were recorded on our Condensed Consolidated Statements of Income as follows: Three Months Ended March 31, (In millions) 2020 2019 Cost of transportation and services $ — $ 3 Sales, general and administrative expense 3 10 Total $ 3 $ 13 Our restructuring-related activity was as follows: Three Months Ended March 31, 2020 (In millions) Reserve Balance as of December 31, 2019 Charges Incurred Payments Reserve Balance as of March 31, 2020 Severance: Transportation $ 12 $ 3 $ (6 ) $ 9 Logistics 11 — (3 ) 8 Corporate 2 — (1 ) 1 Total $ 25 $ 3 $ (10 ) $ 18 We expect the majority of the cash outlays related to the charges incurred in the first quarter of 2020 will be complete within twelve months. |
Derivative Instruments
| Derivative Instruments | 3 Months Ended |
| Mar. 31, 2020 | |
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
| Derivative Instruments | Derivative Instruments In the normal course of business, we are exposed to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. We use derivative instruments to manage the volatility related to these exposures. The objective of these derivative instruments is to reduce fluctuations in our 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, we have not incurred, and do not expect to incur in the future, any losses as a result of counterparty default. The fair value of our derivative instruments and the related notional amounts were as follows: March 31, 2020 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 $ 135 Other current assets $ — Other current liabilities $ (2 ) Cross-currency swap agreements 1,083 Other long-term assets 30 Other long-term liabilities — Derivatives not designated as hedges: Foreign currency option contracts 312 Other current assets 4 Other current liabilities — Total $ 34 $ (2 ) December 31, 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 $ 1,233 Other long-term assets $ — Other long-term liabilities $ (18 ) Interest rate swap 2,003 Other current assets — Other current liabilities (7 ) Derivatives not designated as hedges: Foreign currency option contracts 365 Other current assets 1 Other current liabilities — Total $ 1 $ (25 ) 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 and nonderivative instruments designated as hedges on our Condensed Consolidated Statements of Income were as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Amount of Gain Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Three Months Ended March 31, (In millions) 2020 2019 2020 2019 2020 2019 Derivatives designated as cash flow hedges: Cross-currency swap agreements $ 8 $ 6 $ 3 $ 5 $ — $ — Interest rate swap (5 ) (6 ) — — — — Derivatives designated as net investment hedges: Cross-currency swap agreements 38 35 — — 4 2 Total $ 41 $ 35 $ 3 $ 5 $ 4 $ 2 The pre-tax gain (loss) recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments was a gain of $4 million and a loss of $2 million for the three months ended March 31, 2020 and 2019 , respectively . These amounts are recorded in Foreign currency (gain) loss on our Condensed Consolidated Statements of Income . Cross-Currency Swap Agreements We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our 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, we will receive interest, either on a quarterly or semi-annual basis, from the counterparties based on USD fixed interest rates, and we will pay interest, also on a quarterly or semi-annual basis, to the counterparties based on EUR fixed interest rates. At maturity, we will repay the original principal amount in EUR and receive the principal amount in USD . These agreements expire at various dates through 2024. We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps are initially recognized in Accumulated other comprehensive income (“ 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 our Condensed Consolidated Statements of Cash Flows . We also enter into cross-currency swap agreements to manage the related foreign currency exposure from intercompany loans. We designated these cross-currency swaps as qualifying hedging instruments and account for them as cash flow hedges. Gains and losses resulting from the change in the fair value of the cross-currency swaps are initially recognized in AOCI and reclassified to Foreign currency (gain) loss to offset the foreign exchange impact in earnings created by the intercompany loans. Cash flows related to these cash flow hedges are included in Operating activities on our Condensed Consolidated Statements of Cash Flows . Interest Rate Hedging We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Senior Secured Term Loan Credit Agreement (the “ Term Loan Credit Agreement ”). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges. The interest rate swaps matured in the first quarter of 2020. We record gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps in AOCI and reclassify them to Interest expense on the dates that interest payments accrue. Cash flows related to the interest rate swaps are included in Operating activities on our Condensed Consolidated Statements of Cash Flows . Foreign Currency Option and Forward Contracts We use foreign currency option contracts to mitigate the risk of a reduction in the value of earnings from our operations that use the EUR or the British pound sterling as their functional currency. Additionally, we use foreign currency forward contracts to mitigate exposure from intercompany loans that are not designated as permanent and can create volatility in earnings. The foreign currency contracts (both option and forward contracts) were not designated as qualifying hedging instruments as of March 31, 2020 . The contracts are used to manage our exposure to foreign currency exchange rate fluctuations and are not speculative. The contracts generally expire in 12 months or less. Gains or losses on the contracts are recorded in Foreign currency (gain) loss on our Condensed Consolidated Statements of Income . Cash flows related to the foreign currency contracts are included in Investing activities on our Condensed Consolidated Statements of Cash Flows , consistent with the nature and purpose for which these derivatives were acquired. |
Debt
| Debt | 3 Months Ended |
| Mar. 31, 2020 | |
| Debt Disclosure [Abstract] | |
| Debt | Debt March 31, 2020 December 31, 2019 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ 600 $ 600 $ — $ — Term loan facility 2,003 1,969 2,003 1,969 6.125% Senior notes due 2023 535 530 535 530 6.50% Senior notes due 2022 1,200 1,193 1,200 1,192 6.70% Senior debentures due 2034 300 208 300 208 6.75% Senior notes due 2024 1,000 987 1,000 987 Borrowings related to securitization program 181 181 — — Finance leases, asset financing and other 356 358 380 380 Total debt 6,175 6,026 5,418 5,266 Short-term borrowings and current maturities of long-term debt 260 260 84 84 Long-term debt $ 5,915 $ 5,766 $ 5,334 $ 5,182 The fair value of our debt and classification in the fair value hierarchy was as follows: (In millions) Fair Value Level 1 Level 2 March 31, 2020 $ 6,052 $ 2,981 $ 3,071 December 31, 2019 5,580 3,190 2,390 We valued Level 1 debt using quoted prices in active markets. We valued Level 2 debt 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 is primarily issued at a floating rate, the debt may be prepaid at any time at par without penalty, and the remaining life of the debt is short-term in nature. ABL Facility As of March 31, 2020 , we had a borrowing base of $1.0 billion and availability under our revolving loan credit agreement (the “ ABL Facility ”) of $186 million after considering outstanding letters of credit on the ABL Facility of $214 million . The average interest rate on borrowings at March 31, 2020 was 2.30% . As of March 31, 2020 , we were in compliance with the ABL Facility ’s financial covenants. Term Loan Facility In March 2019, we entered into an amendment to our Term Loan Credit Agreement and borrowed an additional $500 million of incremental loans under a new tranche of term loans (the “ Incremental Term Loan Facility ”), increasing our total borrowing under the Term Loan Facility to $2.0 billion . Proceeds from borrowings under the Incremental Term Loan Facility were used: (i) for general corporate purposes, including to fund purchases of our equity interests described in Note 7 —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 3.61% and 4.19% , respectively, as of March 31, 2020 . Senior Notes due 2024 In February 2019, we completed a private placement of $1.0 billion aggregate principal amount of senior notes (“ Senior Notes due 2024 ”), which bear interest at a rate of 6.75% per annum. Proceeds from the Senior Notes due 2024 were used to repay our outstanding obligation under an unsecured credit facility and to finance a portion of our share repurchases described in Note 7 —Stockholders’ Equity . Borrowings related to Securitization Program Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables. These borrowings are owed to the program’s Purchasers and are included in short-term debt until they are repaid in the following month’s settlement. The securitization program expires in July 2022 and contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. For additional information on the securitization program, see Note 1 —Organization, Description of Business and Basis of Presentation . |
Stockholders' Equity
| Stockholders' Equity | 3 Months Ended |
| Mar. 31, 2020 | |
| Equity [Abstract] | |
| Stockholders' Equity | Stockholders ’ Equity Share Repurchases In December 2018, our Board of Directors authorized the repurchase of up to $1 billion of our common stock (the “ 2018 Program ”), which was completed in the first quarter of 2019. The share repurchases were funded by an unsecured credit facility and our available cash. In February 2019, our Board of Directors authorized additional repurchases of up to $1.5 billion of our common stock (the “ 2019 Program ”). The 2019 authorization permits us to purchase shares in both the open market and in 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. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. The share purchases under the 2019 Program were funded by our available cash and proceeds from our 2019 debt offerings. Information regarding our shares repurchased, based on settlement date, were as follows: (In millions, except per share data) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 2019 Program 2019 Program 2018 Program Shares purchased and retired 2 15 8 Aggregate value $ 114 $ 763 $ 464 Average price per share $ 66.58 $ 49.86 $ 59.47 Remaining authorization $ 503 $ 737 $ — Dividends The Series A Convertible Perpetual Preferred Stock pays quarterly cash dividends equal to the greater of: (i) the “as-converted” dividends on our underlying common stock for the relevant quarter; and (ii) 4% of the then-applicable liquidation preference per annum. |
Earnings Per Share
| Earnings Per Share | 3 Months Ended |
| Mar. 31, 2020 | |
| Earnings Per Share [Abstract] | |
| Earnings Per Share | Earnings per Share We compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities consist of our 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. Losses are not allocated to the preferred shares. The computations of basic and diluted earnings per share were as follows: Three Months Ended March 31, (In millions, except per share data) 2020 2019 Basic earnings per common share Net income attributable to XPO $ 23 $ 47 Series A preferred stock dividends (1 ) (1 ) Non-cash allocation of undistributed earnings (1 ) (3 ) Net income attributable to common shares, basic $ 21 $ 43 Basic weighted-average common shares 92 107 Basic earnings per share $ 0.23 $ 0.40 Diluted earnings per common share Net income attributable to common shares, diluted $ 21 $ 43 Basic weighted-average common shares 92 107 Dilutive effect of non-participating stock-based awards and equity forward 11 10 Diluted weighted-average common shares 103 117 Diluted earnings per share $ 0.20 $ 0.37 Potential common shares excluded 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 | 3 Months Ended |
| Mar. 31, 2020 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Legal and Regulatory Matters | Legal and Regulatory Matters We are involved, and will continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include 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. These matters also include numerous putative class action, multi-plaintiff and individual lawsuits, and administrative proceedings that claim either that our owner-operators or contract carriers should be treated as employees, rather than independent contractors, or that some of our drivers were not paid for all compensable time or were not provided with required meal or rest breaks. These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both. We establish 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. We review and adjust accruals for loss contingencies quarterly and 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, we assess 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, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose 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 our assessment, together with legal counsel, regarding the ultimate outcome of the matter. We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims arising in the normal course of conducting our 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 we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our financial condition, results of operations or cash flows could be negatively impacted. |
Subsequent Events
| Subsequent Events | 3 Months Ended |
| Mar. 31, 2020 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Acquisition In March 2020, XPO Logistics Europe announced that it has entered into a definitive agreement to acquire the majority of Kuehne + Nagel’s contract logistics operations in the United Kingdom. The operations provide a range of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management and generated revenues in 2019 of approximately £500 million ( $639 million ) . The transaction is subject to customary closing conditions, including regulatory approvals. The transaction, which is expected to close in the second half of 2020, is not expected to be material to our operating results. Secured Debt In April 2020, we and certain of our subsidiaries entered into a Senior Secured Term Loan Credit Agreement ( the “ Bilateral Credit Agreement ”) , comprised of a $150 million committed secured term loan facility and a $200 million uncommitted secured evergreen letter of credit facility. The term loan facility is available to be drawn upon, subject to customary conditions, in multiple borrowings within six months of the closing date. Any term loans thereunder will bear interest at a rate equal to LIBOR or base rate, at our election, plus an applicable margin of 3.00% to 4.50% , for LIBOR loans, or 2.00% to 3.50% , for base rate loans, in each case depending upon the time elapsed since the closing date. The term loan facility matures in April 2021. Letters of credit under the letter of credit facility shall expire within one year of issuance and may contain automatic one -year renewals until the letter of credit facility terminates. As of the date of this Report on Form 10-Q, we have issued $200 million in aggregate face amount of letters of credit, which replaced letters of credit outstanding under our ABL Facility , and have not drawn upon the term loan commitments. The credit agreement governing the term loan and letter of credit facilities contains representations and warranties and affirmative and negative covenants customary for financings of this type as well as customary events of default. Senior Notes Also in April 2020, we completed a private placement of $850 million aggregate principal amount of 6.25% senior notes due 2025 (the “ Notes ”). We intend to use the net proceeds from the issuance of the Notes for general corporate purposes, which may include the repayment of amounts outstanding under our existing ABL Facility , the repayment and/or redemption of our 6.50% senior notes due 2022 and/or the repayment of other existing indebtedness. Interest on the debt is paid semi-annually in arrears. The Notes mature on May 1, 2025. The net proceeds from the offering, after deducting debt issuance costs, were approximately $837 million . The Notes are guaranteed by each of our direct and indirect wholly-owned restricted subsidiaries (other than some excluded subsidiaries) that are obligors under, or guarantee obligations under, our ABL Facility or existing term loan facility (or certain of its replacements) or guarantee certain of our other indebtedness. The Notes and its guarantees are unsecured, unsubordinated indebtedness for us and our guarantors. The Notes contain covenants customary for notes of this nature. |
Organization, Description of _2
| Organization, Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
| Mar. 31, 2020 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts We record accounts receivable at the contractual amount and we record an allowance for doubtful accounts for the amount we estimate we may not collect. In determining the allowance for doubtful accounts, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. Commencing in the first quarter of 2020 and in accordance with ASU 2016-13, we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for doubtful accounts. We write off accounts receivable balances once the receivables are no longer deemed collectible. |
| Trade Receivables Securitization and Factoring Programs | Trade Receivables Securitization and Factoring Programs We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program described below. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. XPO Logistics Europe SA (“ XPO Logistics Europe ”), one of our majority-owned subsidiaries, participates in a trade receivables securitization program co-arranged by Crédit Agricole, BNP Paribas and HSBC (the “ Purchasers ”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO Logistics Europe sells trade receivables that originate with wholly-owned subsidiaries of XPO Logistics Europe in the United Kingdom a nd France to unaffiliated entities managed by the Purchasers . The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities. We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Condensed Consolidated Balance Sheets at the date of transfer. In the securitization and factoring arrangements, any continuing involvement with the receivables is limited to servicing the receivables. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Condensed Consolidated Balance Sheets . These borrowings amounted to €164 million ( $181 million ) as of March 31, 2020 . See Note 6 —Debt for additional information on these borrowings. Under a securitization program that was terminated in July 2019, if transfers were accounted for as sales, the consideration received included a simultaneous cash payment and a deferred purchase price receivable. The deferred purchase price receivable was not a trade receivable and was recorded based on its fair value and reported within Other current assets on our Condensed Consolidated Balance Sheets . The cash payment which we received on the date of the transfer was reflected within Net cash provided by (used in) operating activities on our Condensed Consolidated Statements of Cash Flows . As we received cash payments on the deferred purchase price receivable, it was reflected as an investing activity. The new program does not include a deferred purchase price mechanism. |
| Fair Value Measurements | Fair Value Measurements Fair value is defined 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. The levels of inputs used to measure fair value are: • 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. We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of March 31, 2020 and December 31, 2019 |
| Adoption of New Accounting Standards and Accounting Pronouncements Issued but Not Yet Effective | Adoption of New Accounting Standards In June 2016, the Financial Accounting Standards Board (“ FASB ”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU , as subsequently modified, amends the current incurred losses impairment method with a method that reflects expected credit losses on certain types of financial instruments, including trade receivables. We adopted this standard on January 1, 2020 and recorded an immaterial adjustment to total equity for the cumulative impact of adoption. 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. We adopted this standard on January 1, 2020 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements. Accounting Pronouncements Issued but Not Yet Effective In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) : “Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848)—“Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Inter-bank Offered Rate (“ LIBOR ”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance through December 31, 2022. We are currently evaluating the impact of the new guidance. |
| Segment Reporting | Segment Reporting We are organized into two reportable segments: Transportation and Logistics. We evaluate our performance in large part based on the various financial measures of our two reporting segments. In our Transportation segment, we provide multiple services to facilitate the movement of raw materials, parts and finished goods. We accomplish this by using our proprietary technology, third-party independent carriers and our transportation assets and service centers. Our transportation services include truck brokerage and expedite; truckload; less-than-truckload (“ LTL ”); last mile; intermodal and drayage; managed transportation; and global forwarding. Freight brokerage, last mile, global forwarding and managed transportation are non-asset or asset-light businesses while LTL and truckload are primarily asset-based operations. In our Logistics segment, which we also refer to as supply chain or contract logistics, we provide a wide range of services differentiated by our proprietary technology and our ability to customize solutions for individual customers. Our services include value-added warehousing and distribution, e-commerce and omnichannel fulfillment, cold-chain solutions, reverse logistics, packaging and labeling, factory support, aftermarket support, inventory management, order personalization and supply chain optimization. In addition, our Logistics segment provides engineered solutions for supply chain optimization, such as production flow management. Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results. Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reporting segments. Our chief operating decision maker (“ CODM ”) regularly reviews financial information at the reporting segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM . We do not provide asset information by segment to the CODM , as the majority of our assets are managed at the corporate level. |
| Revenue Recognition | . As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. On March 31, 2020 , the fixed consideration component of our remaining performance obligation was approximately $1.7 billion , and we expect to recognize approximately 70% of that amount over the next three years and the remainder thereafter. The majority of the remaining performance obligation relates to our Logistics reportable segment. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations. |
| Earnings Per Share | Earnings per Share We compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities consist of our 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. Losses are not allocated to the preferred shares. |
Organization, Description of _3
| Organization, Description of Business and Basis of Presentation (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Schedule of Accounts Receivable Securitization and Factoring Programs | Information related to the trade receivables sold was as follows: Three Months Ended March 31, (In millions) 2020 2019 Securitization programs Receivables sold in period $ 691 $ 323 Cash consideration 691 260 Deferred purchase price — 63 Factoring programs Receivables sold in period 264 184 Cash consideration 263 183 |
| Summary of Carrying Value and Valuation of Financial Instruments Within the Fair-Value Hierarchy | The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 Level 2 March 31, 2020 $ 733 $ 733 $ 733 $ — December 31, 2019 144 144 127 17 The fair value of our debt and classification in the fair value hierarchy was as follows: (In millions) Fair Value Level 1 Level 2 March 31, 2020 $ 6,052 $ 2,981 $ 3,071 December 31, 2019 5,580 3,190 2,390 |
Segment Reporting (Tables)
| Segment Reporting (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Segment Reporting [Abstract] | |
| Selected Financial Data for Each Operating Segment | Selected financial data for our segments is as follows: (In millions) Transportation Logistics Corporate Eliminations/Other Total Three months ended March 31, 2020 Revenue $ 2,459 $ 1,437 $ — $ (32 ) $ 3,864 Operating income (loss) 120 38 (77 ) — 81 Depreciation and amortization 110 69 4 — 183 Three months ended March 31, 2019 Revenue $ 2,659 $ 1,494 $ — $ (33 ) $ 4,120 Operating income (loss) 128 46 (42 ) — 132 Depreciation and amortization 116 61 3 — 180 |
Revenue Recognition (Tables)
| Revenue Recognition (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Revenue from Contract with Customer [Abstract] | |
| Summary of Disaggregation of Revenues | We disaggregate our revenue by geographic area and service offering. Our revenue disaggregated by geographical area, based on sales office location, was as follows: Three Months Ended March 31, 2020 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 1,702 $ 536 $ (9 ) $ 2,229 North America (excluding United States) 71 14 — 85 France 311 150 (3 ) 458 United Kingdom 182 329 (16 ) 495 Europe (excluding France and United Kingdom) 188 386 (3 ) 571 Other 5 22 (1 ) 26 Total $ 2,459 $ 1,437 $ (32 ) $ 3,864 Three Months Ended March 31, 2019 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 1,836 $ 557 $ (5 ) $ 2,388 North America (excluding United States) 67 18 — 85 France 364 169 (5 ) 528 United Kingdom 188 335 (18 ) 505 Europe (excluding France and United Kingdom) 201 392 (4 ) 589 Other 3 23 (1 ) 25 Total $ 2,659 $ 1,494 $ (33 ) $ 4,120 Our revenue disaggregated by service offering was as follows: Three Months Ended March 31, (In millions) 2020 2019 Transportation segment: Freight brokerage and truckload $ 1,023 $ 1,092 LTL 1,135 1,179 Last mile (1) 201 224 Managed transportation 83 124 Global forwarding 61 77 Transportation eliminations (44 ) (37 ) Total Transportation segment revenue 2,459 2,659 Total Logistics segment revenue 1,437 1,494 Intersegment eliminations (32 ) (33 ) Total revenue $ 3,864 $ 4,120 (1) Comprised of our North American last mile operations. |
Restructuring Charges (Tables)
| Restructuring Charges (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Restructuring and Related Activities [Abstract] | |
| Schedule of Restructuring Related Activity | Restructuring charges were recorded on our Condensed Consolidated Statements of Income as follows: Three Months Ended March 31, (In millions) 2020 2019 Cost of transportation and services $ — $ 3 Sales, general and administrative expense 3 10 Total $ 3 $ 13 Our restructuring-related activity was as follows: Three Months Ended March 31, 2020 (In millions) Reserve Balance as of December 31, 2019 Charges Incurred Payments Reserve Balance as of March 31, 2020 Severance: Transportation $ 12 $ 3 $ (6 ) $ 9 Logistics 11 — (3 ) 8 Corporate 2 — (1 ) 1 Total $ 25 $ 3 $ (10 ) $ 18 |
Derivative Instruments (Tables)
| Derivative Instruments (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
| Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position | The fair value of our derivative instruments and the related notional amounts were as follows: March 31, 2020 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 $ 135 Other current assets $ — Other current liabilities $ (2 ) Cross-currency swap agreements 1,083 Other long-term assets 30 Other long-term liabilities — Derivatives not designated as hedges: Foreign currency option contracts 312 Other current assets 4 Other current liabilities — Total $ 34 $ (2 ) December 31, 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 $ 1,233 Other long-term assets $ — Other long-term liabilities $ (18 ) Interest rate swap 2,003 Other current assets — Other current liabilities (7 ) Derivatives not designated as hedges: Foreign currency option contracts 365 Other current assets 1 Other current liabilities — Total $ 1 $ (25 ) |
| Schedule of Gains and Losses Recognized on the Balance Sheet for Derivative Instruments | The effect of derivative and nonderivative instruments designated as hedges on our Condensed Consolidated Statements of Income were as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Amount of Gain Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Three Months Ended March 31, (In millions) 2020 2019 2020 2019 2020 2019 Derivatives designated as cash flow hedges: Cross-currency swap agreements $ 8 $ 6 $ 3 $ 5 $ — $ — Interest rate swap (5 ) (6 ) — — — — Derivatives designated as net investment hedges: Cross-currency swap agreements 38 35 — — 4 2 Total $ 41 $ 35 $ 3 $ 5 $ 4 $ 2 |
Debt (Tables)
| Debt (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Debt Disclosure [Abstract] | |
| Schedule of Debt | March 31, 2020 December 31, 2019 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ 600 $ 600 $ — $ — Term loan facility 2,003 1,969 2,003 1,969 6.125% Senior notes due 2023 535 530 535 530 6.50% Senior notes due 2022 1,200 1,193 1,200 1,192 6.70% Senior debentures due 2034 300 208 300 208 6.75% Senior notes due 2024 1,000 987 1,000 987 Borrowings related to securitization program 181 181 — — Finance leases, asset financing and other 356 358 380 380 Total debt 6,175 6,026 5,418 5,266 Short-term borrowings and current maturities of long-term debt 260 260 84 84 Long-term debt $ 5,915 $ 5,766 $ 5,334 $ 5,182 |
| Schedule of Fair Value of Debt | The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 Level 2 March 31, 2020 $ 733 $ 733 $ 733 $ — December 31, 2019 144 144 127 17 The fair value of our debt and classification in the fair value hierarchy was as follows: (In millions) Fair Value Level 1 Level 2 March 31, 2020 $ 6,052 $ 2,981 $ 3,071 December 31, 2019 5,580 3,190 2,390 |
Stockholders' Equity (Tables)
| Stockholders' Equity (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Equity [Abstract] | |
| Schedule of Shares Repurchased | Information regarding our shares repurchased, based on settlement date, were as follows: (In millions, except per share data) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 2019 Program 2019 Program 2018 Program Shares purchased and retired 2 15 8 Aggregate value $ 114 $ 763 $ 464 Average price per share $ 66.58 $ 49.86 $ 59.47 Remaining authorization $ 503 $ 737 $ — |
Earnings Per Share (Tables)
| Earnings Per Share (Tables) | 3 Months Ended |
| Mar. 31, 2020 | |
| Earnings Per Share [Abstract] | |
| Schedule of Earnings Per Share, Basic and Diluted | The computations of basic and diluted earnings per share were as follows: Three Months Ended March 31, (In millions, except per share data) 2020 2019 Basic earnings per common share Net income attributable to XPO $ 23 $ 47 Series A preferred stock dividends (1 ) (1 ) Non-cash allocation of undistributed earnings (1 ) (3 ) Net income attributable to common shares, basic $ 21 $ 43 Basic weighted-average common shares 92 107 Basic earnings per share $ 0.23 $ 0.40 Diluted earnings per common share Net income attributable to common shares, diluted $ 21 $ 43 Basic weighted-average common shares 92 107 Dilutive effect of non-participating stock-based awards and equity forward 11 10 Diluted weighted-average common shares 103 117 Diluted earnings per share $ 0.20 $ 0.37 Potential common shares excluded 10 10 |
Organization, Description of _4
| Organization, Description of Business and Basis of Presentation - Narrative (Details) | 3 Months Ended | |||
| Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | |
| Variable Interest Entity [Line Items] | ||||
| Number of reportable segments | segment | 2 | |||
| Realization of cash on deferred purchase price receivable | $ 0 | $ 71,000,000 | ||
| Other long-term assets | ||||
| Variable Interest Entity [Line Items] | ||||
| Restricted cash included in other long-term assets | 10,000,000 | $ 10,000,000 | ||
| Affiliated Entity | XPO Collections Designated Activity Company Limited | Trade Receivables Securitization Program Two | ||||
| Variable Interest Entity [Line Items] | ||||
| Aggregate maximum borrowing capacity | 441,000,000 | € 400,000,000 | ||
| Remaining borrowing availability | $ 98,000,000 | € 88,000,000 | ||
| Weighted average interest rate | 0.80% | 0.80% | ||
| Trade Receivables Securitization | ||||
| Variable Interest Entity [Line Items] | ||||
| Long-term debt, principal balance | $ 181,000,000 | € 164,000,000 | $ 0 | |
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 | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Securitization programs | ||
| Receivables sold in period | $ 691 | $ 323 |
| Cash consideration | 691 | 260 |
| Deferred purchase price | 0 | 63 |
| Factoring programs | ||
| Receivables sold in period | 264 | 184 |
| Cash consideration | $ 263 | $ 183 |
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 | Mar. 31, 2020 | Dec. 31, 2019 |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Cash equivalents | $ 733 | $ 144 |
| Carrying Value | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Cash equivalents | 733 | 144 |
| Level 1 | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Cash equivalents | 733 | 127 |
| Level 2 | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Cash equivalents | $ 0 | $ 17 |
Segment Reporting - Narrative (
| Segment Reporting - Narrative (Details) | 3 Months Ended |
| Mar. 31, 2020segment | |
| 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 | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Segment Reporting Information [Line Items] | ||
| Revenue | $ 3,864 | $ 4,120 |
| Operating income (loss) | 81 | 132 |
| Depreciation and amortization | 183 | 180 |
| Operating Segments | Transportation | ||
| Segment Reporting Information [Line Items] | ||
| Revenue | 2,459 | 2,659 |
| Operating income (loss) | 120 | 128 |
| Depreciation and amortization | 110 | 116 |
| Operating Segments | Logistics | ||
| Segment Reporting Information [Line Items] | ||
| Revenue | 1,437 | 1,494 |
| Operating income (loss) | 38 | 46 |
| Depreciation and amortization | 69 | 61 |
| Corporate | ||
| Segment Reporting Information [Line Items] | ||
| Revenue | 0 | 0 |
| Operating income (loss) | (77) | (42) |
| Depreciation and amortization | 4 | 3 |
| Eliminations/Other | ||
| Segment Reporting Information [Line Items] | ||
| Revenue | (32) | (33) |
| Operating income (loss) | 0 | 0 |
| Depreciation and amortization | $ 0 | $ 0 |
Revenue Recognition - Disaggreg
| Revenue Recognition - Disaggregation of Revenue by Geographical Area (Details) - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Disaggregation of Revenue [Line Items] | ||
| Revenue | $ 3,864 | $ 4,120 |
| United States | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 2,229 | 2,388 |
| North America (excluding United States) | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 85 | 85 |
| France | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 458 | 528 |
| United Kingdom | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 495 | 505 |
| Europe (excluding France and United Kingdom) | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 571 | 589 |
| Other | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 26 | 25 |
| Eliminations/Other | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | (32) | (33) |
| Eliminations/Other | United States | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | (9) | (5) |
| Eliminations/Other | North America (excluding United States) | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 0 | 0 |
| Eliminations/Other | France | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | (3) | (5) |
| Eliminations/Other | United Kingdom | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | (16) | (18) |
| Eliminations/Other | Europe (excluding France and United Kingdom) | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | (3) | (4) |
| Eliminations/Other | Other | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | (1) | (1) |
| Transportation | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 2,459 | 2,659 |
| Transportation | United States | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 1,702 | 1,836 |
| Transportation | North America (excluding United States) | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 71 | 67 |
| Transportation | France | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 311 | 364 |
| Transportation | United Kingdom | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 182 | 188 |
| Transportation | Europe (excluding France and United Kingdom) | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 188 | 201 |
| Transportation | Other | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 5 | 3 |
| Transportation | Eliminations/Other | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | (44) | (37) |
| Logistics | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 1,437 | 1,494 |
| Logistics | United States | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 536 | 557 |
| Logistics | North America (excluding United States) | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 14 | 18 |
| Logistics | France | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 150 | 169 |
| Logistics | United Kingdom | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 329 | 335 |
| Logistics | Europe (excluding France and United Kingdom) | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | 386 | 392 |
| Logistics | Other | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue | $ 22 | $ 23 |
Revenue Recognition - Disaggr_2
| Revenue Recognition - Disaggregation of Revenue by Products and Services (Details) - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | $ 3,864 | $ 4,120 |
| Total revenue | 3,864 | 4,120 |
| Eliminations/Other | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | (32) | (33) |
| Total revenue | (32) | (33) |
| Transportation | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | 2,459 | 2,659 |
| Transportation | Freight brokerage and truckload | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | 1,023 | 1,092 |
| Transportation | LTL | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | 1,135 | 1,179 |
| Transportation | Last mile | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | 201 | 224 |
| Transportation | Managed transportation | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | 83 | 124 |
| Transportation | Global forwarding | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, including assessed taxes | 61 | 77 |
| Transportation | Eliminations/Other | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | (44) | (37) |
| Logistics | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenue, excluding assessed taxes | $ 1,437 | $ 1,494 |
Revenue Recognition - Performan
| Revenue Recognition - Performance Obligations (Details) $ in Billions | Mar. 31, 2020USD ($) |
| Revenue from Contract with Customer [Abstract] | |
| Performance obligations expected to be satisfied | $ 1.7 |
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
| Remaining performance obligation, percentage | 70.00% |
| Performance obligations expected to be satisfied, expected timing | 1 year |
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
| 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 Charges Recorded on Statements of Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Restructuring Cost and Reserve [Line Items] | ||
| Restructuring charges | $ 3 | $ 13 |
| Cost of transportation and services | ||
| Restructuring Cost and Reserve [Line Items] | ||
| Restructuring charges | 0 | 3 |
| Sales, general and administrative expense | ||
| Restructuring Cost and Reserve [Line Items] | ||
| Restructuring charges | $ 3 | $ 10 |
Restructuring Charges - Sched_2
| Restructuring Charges - Schedule of Restructuring Related Activity (Details) - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Restructuring Reserve [Roll Forward] | ||
| Beginning reserve balance | $ 25 | |
| Charges Incurred | 3 | $ 13 |
| Payments | (10) | |
| Ending reserve balance | 18 | |
| Operating Segments | Transportation | Severance | ||
| Restructuring Reserve [Roll Forward] | ||
| Beginning reserve balance | 12 | |
| Charges Incurred | 3 | |
| Payments | (6) | |
| Ending reserve balance | 9 | |
| Operating Segments | Logistics | Severance | ||
| Restructuring Reserve [Roll Forward] | ||
| Beginning reserve balance | 11 | |
| Charges Incurred | 0 | |
| Payments | (3) | |
| Ending reserve balance | 8 | |
| Corporate | Severance | ||
| Restructuring Reserve [Roll Forward] | ||
| Beginning reserve balance | 2 | |
| Charges Incurred | 0 | |
| Payments | (1) | |
| Ending reserve balance | $ 1 | |
Derivative Instruments - Schedu
| Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
| Derivatives, Fair Value [Line Items] | ||
| Derivative Assets | $ 34 | $ 1 |
| Derivative Liabilities | (2) | (25) |
| Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other Current Assets and Other Current Liabilities | ||
| Derivatives, Fair Value [Line Items] | ||
| Notional Amount | 135 | |
| Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other current assets | ||
| Derivatives, Fair Value [Line Items] | ||
| Derivative Assets | 0 | |
| Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other current liabilities | ||
| Derivatives, Fair Value [Line Items] | ||
| Derivative Liabilities | (2) | |
| 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 | 1,083 | 1,233 |
| Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other long-term assets | ||
| Derivatives, Fair Value [Line Items] | ||
| Derivative Assets | 30 | 0 |
| Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other long-term liabilities | ||
| Derivatives, Fair Value [Line Items] | ||
| Derivative Liabilities | 0 | (18) |
| 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 | Other current liabilities | ||
| Derivatives, Fair Value [Line Items] | ||
| Derivative Liabilities | (7) | |
| 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 | 312 | 365 |
| Level 2 | Derivatives not designated as hedges | Foreign currency option contracts | Other current assets | ||
| Derivatives, Fair Value [Line Items] | ||
| Derivative Assets | 4 | 1 |
| Level 2 | Derivatives not designated as hedges | Foreign currency option contracts | Other current liabilities | ||
| Derivatives, Fair Value [Line Items] | ||
| Derivative Liabilities | $ 0 | $ 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 | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Derivative Instruments, Gain (Loss) [Line Items] | ||
| Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | $ 41 | $ 35 |
| Amount of Gain Reclassified from AOCI into Net Income | 3 | 5 |
| Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 4 | 2 |
| 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 | 8 | 6 |
| Amount of Gain Reclassified from AOCI into Net Income | 3 | 5 |
| Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 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 | 38 | 35 |
| Amount of Gain Reclassified from AOCI into Net Income | 0 | 0 |
| Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 4 | 2 |
| 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) | (6) |
| Amount of Gain Reclassified from AOCI into Net Income | 0 | 0 |
| Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | $ 0 | $ 0 |
Derivative Instruments - Narrat
| Derivative Instruments - Narrative (Details) - Derivatives not designated as hedges - Foreign currency option and forward contracts - USD ($) $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Derivative [Line Items] | ||
| Pre-tax gain (loss) recognized in earnings | $ 4 | $ (2) |
| Maximum | ||
| Derivative [Line Items] | ||
| Derivative, term of contract | 12 months | |
Debt - Schedule of Long-term De
| Debt - Schedule of Long-term Debt (Details) € in Millions, $ in Millions | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | Dec. 31, 2019USD ($) |
| Debt Instrument [Line Items] | |||
| Total debt, principal balance | $ 6,175 | $ 5,418 | |
| Short-term debt and current maturities of long-term debt, principal balance | 260 | 84 | |
| Long-term debt excluding current maturities, principal balance | 5,915 | 5,334 | |
| Long-term debt, carrying value | 5,766 | 5,182 | |
| Term loan facility | |||
| Debt Instrument [Line Items] | |||
| Long-term debt, principal balance | 2,003 | 2,003 | |
| 6.125% Senior notes due 2023 | |||
| Debt Instrument [Line Items] | |||
| Long-term debt, principal balance | $ 535 | 535 | |
| Stated interest rate | 6.125% | 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% | 6.50% | |
| 6.70% Senior debentures due 2034 | |||
| Debt Instrument [Line Items] | |||
| Long-term debt, principal balance | $ 300 | 300 | |
| Stated interest rate | 6.70% | 6.70% | |
| 6.75% Senior notes due 2024 | |||
| Debt Instrument [Line Items] | |||
| Long-term debt, principal balance | $ 1,000 | 1,000 | |
| Stated interest rate | 6.75% | 6.75% | |
| Finance leases, asset financing and other | |||
| Debt Instrument [Line Items] | |||
| Finance leases, asset financing and other | $ 356 | 380 | |
| Carrying Value | |||
| Debt Instrument [Line Items] | |||
| Total debt, carrying value | 6,026 | 5,266 | |
| Short-term debt and current maturities of long-term debt, carrying value | 260 | 84 | |
| Long-term debt, carrying value | 5,766 | 5,182 | |
| Carrying Value | Term loan facility | |||
| Debt Instrument [Line Items] | |||
| Total debt, carrying value | 1,969 | 1,969 | |
| Carrying Value | 6.125% Senior notes due 2023 | |||
| Debt Instrument [Line Items] | |||
| Total debt, carrying value | 530 | 530 | |
| Carrying Value | 6.50% Senior notes due 2022 | |||
| Debt Instrument [Line Items] | |||
| Total debt, carrying value | 1,193 | 1,192 | |
| Carrying Value | 6.70% Senior debentures due 2034 | |||
| Debt Instrument [Line Items] | |||
| Total debt, carrying value | 208 | 208 | |
| Carrying Value | 6.75% Senior notes due 2024 | |||
| Debt Instrument [Line Items] | |||
| Total debt, carrying value | 987 | 987 | |
| Carrying Value | Finance leases, asset financing and other | |||
| Debt Instrument [Line Items] | |||
| Finance leases, asset financing and other | 358 | 380 | |
| ABL facility | |||
| Debt Instrument [Line Items] | |||
| Long-term debt, principal balance | 600 | 0 | |
| ABL facility | Carrying Value | |||
| Debt Instrument [Line Items] | |||
| Total debt, carrying value | 600 | 0 | |
| Borrowings related to securitization program | |||
| Debt Instrument [Line Items] | |||
| Long-term debt, principal balance | $ 181 | € 164 | 0 |
| Borrowings related to securitization program | Carrying Value | |||
| Debt Instrument [Line Items] | |||
| Total debt, carrying value | $ 0 |
Debt - Fair Value of Debt (Deta
| Debt - Fair Value of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
| Debt Instrument [Line Items] | ||
| Fair value of debt | $ 6,052 | $ 5,580 |
| Level 1 | ||
| Debt Instrument [Line Items] | ||
| Fair value of debt | 2,981 | 3,190 |
| Level 2 | ||
| Debt Instrument [Line Items] | ||
| Fair value of debt | $ 3,071 | $ 2,390 |
Debt - ABL Facility (Details)
| Debt - ABL Facility (Details) - ABL facility | 3 Months Ended |
| Mar. 31, 2020USD ($) | |
| Debt Instrument [Line Items] | |
| Line of credit facility, borrowing base | $ 1,000,000,000 |
| Remaining borrowing availability | 186,000,000 |
| Line of credit facility, amount drawn | $ 214,000,000 |
| Average interest rate on outstanding borrowings | 2.30% |
Debt - Term Loan Facility (Deta
| Debt - Term Loan Facility (Details) - USD ($) | 1 Months Ended | ||
| Mar. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
| Incremental Loan Facility | |||
| Debt Instrument [Line Items] | |||
| Proceeds from issuance of debt | $ 500,000,000 | ||
| Debt issued as a percentage of par value | 99.50% | ||
| Annual effective interest rate | 4.19% | ||
| Term Loan Facility | |||
| Debt Instrument [Line Items] | |||
| Annual effective interest rate | 3.61% | ||
| Term Loan Facility | |||
| Debt Instrument [Line Items] | |||
| Long-term debt, principal balance | $ 2,003,000,000 | $ 2,003,000,000 |
Debt - Senior Notes (Details)
| Debt - Senior Notes (Details) - 6.75% Senior notes due 2024 - USD ($) | Mar. 31, 2020 | Feb. 28, 2019 |
| Debt Instrument [Line Items] | ||
| Stated interest rate | 6.75% | |
| Senior Notes | ||
| Debt Instrument [Line Items] | ||
| Debt instrument face amount | $ 1,000,000,000 | |
| Stated interest rate | 6.75% |
Stockholders' Equity - Narrativ
| Stockholders' Equity - Narrative (Details) - USD ($) | Mar. 31, 2020 | Feb. 28, 2019 | Dec. 31, 2018 |
| Convertible Preferred Stock | |||
| Class of Stock [Line Items] | |||
| Preferred stock liquidation preference percentage | 4.00% | ||
| 2018 Program | |||
| Class of Stock [Line Items] | |||
| Stock repurchase program authorized amount | $ 1,000,000,000 | ||
| 2019 Program | |||
| Class of Stock [Line Items] | |||
| Stock repurchase program authorized amount | $ 1,500,000,000 |
Stockholders' Equity - Schedule
| Stockholders' Equity - Schedule of Shares Repurchased (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| 2019 Program | ||
| Equity, Class of Treasury Stock [Line Items] | ||
| Shares repurchased and retired (in shares) | 2 | 15 |
| Aggregate value | $ 114 | $ 763 |
| Average price per share (in usd per share) | $ 66.58 | $ 49.86 |
| Remaining authorization | $ 503 | $ 737 |
| 2018 Program | ||
| Equity, Class of Treasury Stock [Line Items] | ||
| Shares repurchased and retired (in shares) | 8 | |
| Aggregate value | $ 464 | |
| Average price per share (in usd per share) | $ 59.47 | |
| Remaining authorization | $ 0 | |
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 | |
| Mar. 31, 2020 | Mar. 31, 2019 | |
| Basic earnings per common share | ||
| Net income attributable to XPO | $ 23 | $ 47 |
| Series A preferred stock dividends | (1) | (1) |
| Non-cash allocation of undistributed earnings | (1) | (3) |
| Net income attributable to common shares, basic | $ 21 | $ 43 |
| Basic weighted-average common shares (in shares) | 92 | 107 |
| Basic earnings per share (in dollars per share) | $ 0.23 | $ 0.40 |
| Diluted earnings per common share | ||
| Net income attributable to common shares, diluted | $ 21 | $ 43 |
| Basic weighted-average common shares (in shares) | 92 | 107 |
| Dilutive effect of non-participating stock-based awards and equity forward (in shares) | 11 | 10 |
| Diluted weighted-average common shares (in shares) | 103 | 117 |
| Diluted earnings per share (in dollars per share) | $ 0.20 | $ 0.37 |
| Potential common shares excluded (in shares) | 10 | 10 |
Subsequent Events (Details)
| Subsequent Events (Details) £ in Millions | Apr. 03, 2020USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020GBP (£) |
| Secured Term Loan Facility | Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Aggregate maximum borrowing capacity | $ 150,000,000 | |||
| Uncommitted Secured Letter of Credit Facility | Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Aggregate maximum borrowing capacity | $ 200,000,000 | |||
| LIBOR | Minimum | Secured Term Loan Facility | Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Variable rate on credit facilities | 3.00% | |||
| LIBOR | Maximum | Secured Term Loan Facility | Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Variable rate on credit facilities | 4.50% | |||
| Base Rate | Minimum | Secured Term Loan Facility | Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Variable rate on credit facilities | 2.00% | |||
| Base Rate | Maximum | Secured Term Loan Facility | Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Variable rate on credit facilities | 3.50% | |||
| XPO Logistics Europe | Kuehne and Nagel Contract Logistics Operations | ||||
| Subsequent Event [Line Items] | ||||
| Actual revenues recorded by acquired company | $ 639,000,000 | £ 500 | ||
| Senior Notes Due 2022 | ||||
| Subsequent Event [Line Items] | ||||
| Stated interest rate | 6.50% | 6.50% | ||
| Senior Notes | Senior Notes Due 2025 | Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Debt instrument face amount | $ 850,000,000 | |||
| Stated interest rate | 6.25% | |||
| Proceeds from issuance of debt | $ 837,000,000 | |||
| Senior Notes | Senior Notes Due 2022 | Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Stated interest rate | 6.50% |