Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 27, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 $0.001 per share | |
Trading Symbol | XPO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Small Business Entity | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 111,710,560 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001166003 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 629 | $ 2,054 |
Accounts receivable, net of allowances of $60 and $65, respectively | 3,137 | 2,886 |
Other current assets | 505 | 430 |
Total current assets | 4,271 | 5,370 |
Long-term assets | ||
Property and equipment, net of $2,653 and $2,568 in accumulated depreciation, respectively | 2,651 | 2,661 |
Operating lease assets | 2,602 | 2,278 |
Goodwill | 4,554 | 4,599 |
Identifiable intangible assets, net of $944 and $909 in accumulated amortization, respectively | 955 | 974 |
Other long-term assets | 336 | 287 |
Total long-term assets | 11,098 | 10,799 |
Total assets | 15,369 | 16,169 |
Current liabilities | ||
Accounts payable | 1,329 | 1,255 |
Accrued expenses | 1,966 | 1,814 |
Short-term borrowings and current maturities of long-term debt | 88 | 1,338 |
Short-term operating lease liabilities | 533 | 483 |
Other current liabilities | 260 | 263 |
Total current liabilities | 4,176 | 5,153 |
Long-term debt | 5,162 | 5,369 |
Deferred tax liability | 378 | 371 |
Employee benefit obligations | 178 | 192 |
Long-term operating lease liabilities | 2,086 | 1,795 |
Other long-term liabilities | 475 | 440 |
Total long-term liabilities | 8,279 | 8,167 |
Stockholders’ equity | ||
Convertible perpetual preferred stock, $0.001 par value; 10 shares authorized; — and 0.001 of Series A shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 0 | 1 |
Common stock, $0.001 par value; 300 shares authorized; 112 and 102 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 1,988 | 1,998 |
Retained earnings | 983 | 868 |
Accumulated other comprehensive loss | (195) | (158) |
Total stockholders’ equity before noncontrolling interests | 2,776 | 2,709 |
Noncontrolling interests | 138 | 140 |
Total equity | 2,914 | 2,849 |
Total liabilities and equity | $ 15,369 | $ 16,169 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 60 | $ 65 |
Property and equipment, accumulated depreciation | 2,653 | 2,568 |
Identifiable intangible assets, accumulated amortization | $ 944 | $ 909 |
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) | 0 | 1,000 |
Preferred stock, shares outstanding (in shares) | 0 | 1,000 |
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) | 112,000,000 | 102,000,000 |
Common stock, shares outstanding (in shares) | 112,000,000 | 102,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 4,774 | $ 3,864 |
Cost of transportation and services | 2,328 | 1,898 |
Direct operating expense | 1,656 | 1,360 |
Sales, general and administrative expense | 588 | 525 |
Operating income | 202 | 81 |
Other income | (26) | (18) |
Foreign currency gain | (2) | (8) |
Debt extinguishment loss | 8 | 0 |
Interest expense | 69 | 72 |
Income before income tax provision | 153 | 35 |
Income tax provision | 35 | 10 |
Net income | 118 | 25 |
Net income attributable to noncontrolling interests | (3) | (2) |
Net income attributable to XPO | 115 | 23 |
Net income attributable to common shareholders | $ 115 | $ 21 |
Earnings per share data | ||
Basic earnings per share (in dollars per share) | $ 1.08 | $ 0.23 |
Diluted earnings per share (in dollars per share) | $ 1.02 | $ 0.20 |
Weighted-average common shares outstanding | ||
Basic weighted-average common shares outstanding (in shares) | 106 | 92 |
Diluted weighted-average common shares outstanding (in shares) | 112 | 103 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 118 | $ 25 |
Other comprehensive income (loss), net of tax | ||
Foreign currency translation loss, net of tax effect of $(6) and $(11) | (42) | (65) |
Defined benefit plans adjustments, net of tax effect of $— and $2 | 0 | (5) |
Other comprehensive loss | (42) | (70) |
Comprehensive income (loss) | 76 | (45) |
Less: Comprehensive loss attributable to noncontrolling interests | (2) | (3) |
Comprehensive income (loss) attributable to XPO | $ 78 | $ (42) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation loss, tax | $ (6) | $ (11) |
Defined benefit plans adjustment, tax | $ 0 | $ 2 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net income | $ 118 | $ 25 |
Adjustments to reconcile net income to net cash from operating activities | ||
Depreciation, amortization and net lease activity | 192 | 183 |
Stock compensation expense | 10 | 18 |
Accretion of debt | 5 | 4 |
Deferred tax benefit | (4) | (2) |
Debt extinguishment loss | 8 | 0 |
Unrealized gain on foreign currency option and forward contracts | (1) | (4) |
Gains on sales of property and equipment | (24) | (27) |
Other | (2) | 5 |
Changes in assets and liabilities | ||
Accounts receivable | (196) | 44 |
Other assets | (21) | (16) |
Accounts payable | 12 | (69) |
Accrued expenses and other liabilities | 76 | 19 |
Net cash provided by operating activities | 173 | 180 |
Investing activities | ||
Payment for purchases of property and equipment | (140) | (139) |
Proceeds from sale of property and equipment | 36 | 54 |
Other | 9 | 6 |
Net cash used in investing activities | (95) | (79) |
Financing activities | ||
Proceeds from (repayment of) borrowings related to securitization program | (49) | 182 |
Repurchase of debt | (1,200) | 0 |
Proceeds from borrowings on ABL facility | 0 | 620 |
Repayment of borrowings on ABL facility | (200) | (20) |
Repayment of debt and finance leases | (29) | (25) |
Payment for debt issuance costs | (5) | 0 |
Repurchase of common stock | 0 | (114) |
Change in bank overdrafts | 1 | 42 |
Payment for tax withholdings for restricted shares | (21) | (16) |
Other | 2 | (1) |
Net cash provided by (used in) financing activities | (1,501) | 668 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (2) | (19) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (1,425) | 750 |
Cash, cash equivalents and restricted cash, beginning of period | 2,065 | 387 |
Cash, cash equivalents and restricted cash, end of period | 640 | 1,137 |
Supplemental disclosure of cash flow information | ||
Leased assets obtained in exchange for new operating lease liabilities, including $306 million related an acquisition | 513 | 156 |
Leased assets obtained in exchange for new finance lease liabilities | 23 | 8 |
Cash paid for interest | 76 | 76 |
Cash paid for income taxes | $ 7 | $ 7 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Total XPO Stockholders' Equity | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Non-controlling Interests | Series A Preferred StockPreferred Stock |
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 | $ 2,743 | $ 0 | $ 2,061 | $ 786 | $ (145) | $ 153 | $ 41 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 25 | 23 | 23 | 2 | ||||
Other comprehensive loss | (70) | (65) | (65) | (5) | ||||
Exercise and vesting of stock compensation awards (in shares) | 417 | |||||||
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 | 2,578 | $ 0 | 1,943 | 804 | (210) | 150 | $ 41 |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 102,052 | 1 | ||||||
Balance at beginning of period at Dec. 31, 2020 | 2,849 | 2,709 | $ 0 | 1,998 | 868 | (158) | 140 | $ 1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 118 | 115 | 115 | 3 | ||||
Other comprehensive loss | (42) | (37) | (37) | (5) | ||||
Exercise and vesting of stock compensation awards (in shares) | 270 | |||||||
Tax withholdings related to vesting of stock compensation awards | (21) | (21) | (21) | |||||
Conversion of preferred stock to common stock (in shares) | 139 | (1) | ||||||
Conversion of preferred stock to common stock | 0 | 1 | $ (1) | |||||
Exercise of warrants (in shares) | 9,215 | |||||||
Stock compensation expense | 10 | 10 | 10 | |||||
Balance at end of period (in shares) at Mar. 31, 2021 | 111,676 | 0 | ||||||
Balance at end of period at Mar. 31, 2021 | $ 2,914 | $ 2,776 | $ 0 | $ 1,988 | $ 983 | $ (195) | $ 138 | $ 0 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Leased assets obtained in exchange for new operating lease liabilities, including $306 million related an acquisition | $ 513 |
Kuehne and Nagel Contract Logistics Operations | |
Leased assets obtained in exchange for new operating lease liabilities, including $306 million related an acquisition | $ 306 |
Organization, Description of Bu
Organization, Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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”), provides 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 3—Segment Reporting for additional information on our operations. In December 2020, we announced that our Board of Directors unanimously approved a plan to pursue a spin-off of 100% of our Logistics segment as a separate publicly traded company. The spin-off, which we intend to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes to XPO shareholders, would result in XPO shareholders owning stock in both companies. If completed, the spin-off will result in separate public companies with clearly delineated service offerings. XPO will be a global provider of primarily less-than-truckload (“LTL”) transportation and truck brokerage services, and GXO Logistics, Inc. (“GXO”), the planned spin-off, will be a global provider of contract logistics services. Both companies’ stocks are expected to trade on the New York Stock Exchange, and we plan to consider a dual listing on the London Stock Exchange for GXO in due course. The transaction is currently expected to be completed in the second half of 2021, subject to various conditions, including the approval of XPO’s board of directors. There can be no assurance that the spin-off will occur or, if it does occur, of its terms or timing. 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, 2020 (the “2020 Form 10-K”). 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 2020 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Restricted Cash As of March 31, 2021 and December 31, 2020, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $11 million. 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 three European banks (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 and 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, our continuing involvement 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. We had no such borrowings outstanding as of March 31, 2021 and had borrowings of €41 million ($50 million) as of December 31, 2020. See Note 7—Debt for additional information on these borrowings. The maximum amount of net cash proceeds available at any one time under the securitization program, inclusive of any unsecured borrowings, is €400 million (approximately $469 million as of March 31, 2021). As of March 31, 2021, €82 million (approximately $96 million) was available to us, subject to having sufficient receivables available to sell to the Purchasers. The weighted average interest rate was 0.58% as of March 31, 2021. 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, 2021 and 2020. Information related to the trade receivables sold was as follows: Three Months Ended March 31, (In millions) 2021 2020 Securitization programs Receivables sold in period $ 775 $ 691 Cash consideration 775 691 Factoring programs Receivables sold in period $ 116 $ 264 Cash consideration 116 263 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, 2021 and December 31, 2020 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets. For information on the fair value hierarchy of our derivative instruments, see Note 6—Derivative Instruments and for information on financial liabilities, see Note 7—Debt. The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 March 31, 2021 $ 249 $ 249 $ 249 December 31, 2020 1,738 1,738 1,738 The decrease in cash equivalents from December 31, 2020 was primarily due to the redemption of our senior notes due 2022 and the repayment of borrowings under our revolving loan credit agreement (the “ABL Facility”). For further information, See Note 7—Debt for further information. Adoption of New Accounting Standard In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We adopted this standard on January 1, 2021 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements. Accounting Pronouncement Issued but Not Yet Effective 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 Interbank 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. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition | AcquisitionIn January 2021, our XPO Logistics Europe subsidiary acquired the majority of Kuehne + Nagel’s contract logistics operations in the United Kingdom and Ireland, which generated annual revenues in 2020 of approximately £450 million ($585 million). The operations, which provide a range of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management, are included in our Logistics segment from the acquisition date. Pro forma results of operations for this acquisition have not been presented as it is not material to the condensed consolidated results of operations. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
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 LTL, truck brokerage services and other transportation services. In our Logistics segment, which we sometimes refer to as supply chain, 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 logistics, packaging and labeling, factory support, aftermarket support, inventory management, order personalization and supply chain optimization, such as product flow management. In addition, our Logistics segment provides reverse logistics, which is also called returns 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 operating 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. Selected financial data for our segments is as follows: (In millions) Transportation Logistics Corporate Eliminations/Other Total Three months ended March 31, 2021 Revenue $ 2,989 $ 1,818 $ — $ (33) $ 4,774 Operating income (loss) (1) 209 68 (75) — 202 Depreciation and amortization 115 74 3 — 192 Three months ended March 31, 2020 Revenue $ 2,459 $ 1,437 $ — $ (32) $ 3,864 Operating income (loss) (2) 120 38 (77) — 81 Depreciation and amortization 110 69 4 — 183 (1) Consolidated operating income for the three months ended March 31, 2021 includes $18 million of transaction and integration costs and $4 million of restructuring expense. $1 million of the transaction and integration costs relate to our Transportation segment, $5 million relate to our Logistics segment and $12 million relate to Corporate. (2) Consolidated operating income for the three months ended March 31, 2020 includes $44 million of transaction and integration costs and $3 million of restructuring expense. $7 million of the transaction and integration costs relate to our Transportation segment, $7 million relate to our Logistics segment and $30 million relate to Corporate. The transaction and integration costs for the first three months of 2021 are primarily related to the planned spin-off of the Logistics segment and our acquisition of the Kuehne + Nagel business. The transaction and integration costs for the first three months of 2020 are primarily related to our previously announced exploration of strategic alternatives that was terminated in March 2020. For further information on our restructuring actions, see Note 5—Restructuring Charges. We also incurred in the first three months of 2021 and 2020, net incremental and direct costs as a result of the COVID-19 pandemic, including costs for personal protective equipment, site cleanings and enhanced employee benefits, such as appreciation pay. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 2,118 $ 584 $ (9) $ 2,693 North America (excluding United States) 90 14 — 104 France 342 180 (3) 519 United Kingdom 209 552 (15) 746 Europe (excluding France and United Kingdom) 213 465 (5) 673 Other 17 23 (1) 39 Total $ 2,989 $ 1,818 $ (33) $ 4,774 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 Our revenue disaggregated by service offering was as follows: Three Months Ended March 31, (In millions) 2021 2020 Transportation segment: LTL $ 1,221 $ 1,135 Freight brokerage and truckload 1,384 1,023 Last mile (1) 246 201 Managed transportation 97 83 Global forwarding 100 61 Transportation eliminations (59) (44) Total Transportation segment revenue 2,989 2,459 Total Logistics segment revenue 1,818 1,437 Intersegment eliminations (33) (32) Total revenue $ 4,774 $ 3,864 (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, 2021, the fixed consideration component of our remaining performance obligation was approximately $2.1 billion, and we expect to recognize approximately 66% of that amount over the next three years and the |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2021 | |
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, including impairment of right-of-use assets, and are intended to improve our efficiency and profitability. We recorded restructuring charges of $4 million and $3 million in Sales, general and administrative expense on our Condensed Consolidated Statements of Income for the first three months of 2021 and 2020, respectively. Our restructuring-related activity was as follows: Three Months Ended March 31, 2021 (In millions) Reserve Balance as of December 31, 2020 Charges Incurred Payments Foreign Exchange and Other Reserve Balance as of March 31, 2021 Severance Transportation $ 7 $ 1 $ (4) $ — $ 4 Logistics 19 — (4) (1) 14 Corporate 2 3 (1) — 4 Total severance 28 4 (9) (1) 22 Facilities Transportation 5 — — — 5 Total facilities 5 — — — 5 Total $ 33 $ 4 $ (9) $ (1) $ 27 We expect the majority of the cash outlays related to the charges incurred in the first quarter of 2021 will be complete within twelve months. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 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 $ 450 Other current assets $ — Other current liabilities $ (25) Cross-currency swap agreements 730 Other long-term assets — Other long-term liabilities (29) Interest rate swaps 2,003 Other current assets — Other current liabilities — Derivatives not designated as hedges Foreign currency option contracts 178 Other current assets 3 Other current liabilities — Total $ 3 $ (54) December 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 $ 450 Other current assets $ — Other current liabilities $ (44) Cross-currency swap agreements 740 Other long-term assets — Other long-term liabilities (65) Interest rate swaps 2,003 Other current assets — Other current liabilities (4) Total $ — $ (113) 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 was as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) 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) 2021 2020 2021 2020 2021 2020 Derivatives designated as cash flow hedges Cross-currency swap agreements $ 6 $ 8 $ 6 $ 3 $ — $ — Interest rate swaps — (5) — — — — Derivatives designated as net investment hedges Cross-currency swap agreements 48 38 — — 3 4 Total $ 54 $ 41 $ 6 $ 3 $ 3 $ 4 The pre-tax gain recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments were gains of $1 million and $4 million for the three months ended March 31, 2021 and 2020, respectively. These amounts are recorded in Foreign currency gain 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 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 is 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 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 mature on various dates through 2021. 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, 2021. 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 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, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt March 31, 2021 December 31, 2020 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ — $ — $ 200 $ 200 Term loan facilities 2,003 1,971 2,003 1,974 6.50% Senior notes due 2022 — — 1,200 1,195 6.125% Senior notes due 2023 535 532 535 531 6.75% Senior notes due 2024 1,000 990 1,000 989 6.25% Senior notes due 2025 1,150 1,139 1,150 1,138 6.70% Senior debentures due 2034 300 211 300 210 Borrowings related to securitization program — — 50 50 Finance leases, asset financing and other 407 407 420 420 Total debt 5,395 5,250 6,858 6,707 Short-term borrowings and current maturities of long-term debt 88 88 1,343 1,338 Long-term debt $ 5,307 $ 5,162 $ 5,515 $ 5,369 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, 2021 $ 5,590 $ 3,190 $ 2,400 December 31, 2020 7,094 4,431 2,663 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, 2021, our borrowing base was $1.1 billion and our availability under our ABL Facility was $1.084 billion after considering outstanding letters of credit on the ABL Facility of $16 million. As of March 31, 2021, we were in compliance with the ABL Facility’s financial covenants. Secured Debt Under our Senior Secured Term Loan Credit Agreement, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we have issued $198 million in aggregate face amount of letters of credit as of March 31, 2021. As of March 31, 2021, we were in compliance with the financial covenants in the Senior Secured Term Loan Agreement. Term Loan Facilities In the first quarter of 2021, we amended the Term Loan Credit Agreement to consolidate our tranches and lower the interest rate. The applicable terms of the Term Loan Credit Agreement are as follows: December 31, 2020 (In millions) March 31, 2021 First Tranche Second Tranche Principal balance $ 2,003 $ 1,503 $ 500 Interest spread: Base rate loans 0.75 % 1.00 % 1.50 % LIBOR loans 1.75 % 2.00 % 2.50 % Maturity date February 2025 February 2025 February 2025 We recorded a debt extinguishment loss of $3 million in the first quarter of 2021 due to this amendment. The interest rate on our term loan facility was 1.86% as of March 31, 2021. Senior Notes due 2022 In January 2021, we redeemed our outstanding 6.50% senior notes due 2022. The redemption price for the notes was 100.0% of the principal amount, plus accrued and unpaid interest. We paid for the redemption with available cash. We recorded a debt extinguishment loss of $5 million in our first quarter 2021 results of operations due to this redemption. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Series A Convertible Perpetual Preferred Stock and Warrants In 2011, we issued 75,000 shares of the Series A Preferred Stock with an initial liquidation preference of $1,000 per share which are convertible into shares of our common stock at a conversion price of $7.00 per common share (subject to customary anti-dilution adjustments). We also issued warrants exercisable for shares of our common stock at an initial exercise price of $7.00 per common share (subject to customary anti-dilution adjustments). Our 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. In December 2020, some holders of our convertible preferred stock exchanged their holdings for a combination of our common stock, based on the stated conversion price, and a lump-sum payment that represents an approximation of the net present value of the future dividends payable on the preferred stock. Additionally, some holders of our warrants exchanged (or committed to exchange subject to the satisfaction of certain customary closing conditions) their holdings, including Jacobs Private Equity, LLC, an entity controlled by the Company’s chairman and chief executive officer, for a number of shares of our common stock equal to the number of shares of common stock that such holder would be entitled to receive upon an exercise of the warrants less the number of shares of common stock that have an approximate value equal to the exercise price of the warrants. With respect to the preferred stock, through December 31, 2020, 69,445 shares were exchanged, and we issued 9.9 million shares of common stock and paid $22 million of cash. With respect to the warrants, through December 31, 2020, 0.3 million warrants were exchanged, and we issued 0.3 million shares of common stock. In the first quarter of 2021, 975 preferred shares were exchanged, and we issued 0.1 million shares of common stock. With respect to the warrants, in the first quarter of 2021, 9.8 million warrants were exchanged, and we issued 9.2 million shares of common stock. These exchanges are intended to simplify our equity capital structure, including in contemplation of our previously announced plan to pursue a spin-off of our Logistics segment. As of March 31, 2021, 40 shares of preferred stock remain outstanding, which are convertible into 5,714 shares of our common stock, and no warrants are outstanding. Share Repurchases In February 2019, our Board of Directors authorized additional repurchases of up to $1.5 billion of our common stock. Our share repurchase 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. In the first quarter of 2020, we purchased and retired 2 million shares at an aggregate value of $114 million. The share purchases were funded by our available cash and proceeds from our 2019 debt offerings. There were no share purchases in the first quarter of 2021. Our remaining share repurchase authorization was $503 million as of March 31, 2021. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2021 | |
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 in 2020 consisted 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. As discussed in Note 8—Stockholders’ Equity, we recorded a preferred stock conversion charge in December 2020 in connection with the conversion of our Series A preferred stock. The computations of basic and diluted earnings per share were as follows: Three Months Ended March 31, (In millions, except per share data) 2021 2020 Basic earnings per common share Net income attributable to XPO $ 115 $ 23 Series A preferred stock dividends — (1) Non-cash allocation of undistributed earnings — (1) Net income attributable to common shares, basic $ 115 $ 21 Basic weighted-average common shares 106 92 Basic earnings per share $ 1.08 $ 0.23 Diluted earnings per common share Net income attributable to common shares, diluted $ 115 $ 21 Basic weighted-average common shares 106 92 Dilutive effect of stock-based awards and warrants 6 11 Diluted weighted-average common shares 112 103 Diluted earnings per share $ 1.02 $ 0.20 Potential common shares excluded — 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, 2021 | |
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 involving claims that our owner-operators or contract carriers should be treated as employees, rather than independent contractors (“misclassification claims”). These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest breaks, unreimbursed business expenses, penalties 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 Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn April 6, 2021, the Company announced a buy-out offer to be followed by a squeeze-out for the remaining 3% of XPO Logistics Europe that it does not already own, at a price of €315 per share for 341,887 shares. It is expected that the total cash consideration to be paid in connection with this offer will be approximately €108 million (approximately $128 million). The offer will be subject to review by the Supervisory Board of XPO Logistics Europe, as well as regulatory bodies, and is expected to close in the second quarter of 2021. |
Organization, Description of _2
Organization, Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 three European banks (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 and 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, our continuing involvement 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. We had no such borrowings outstanding as of March 31, 2021 and had borrowings of €41 million ($50 million) as of December 31, 2020. See Note 7—Debt for additional information on these borrowings. The maximum amount of net cash proceeds available at any one time under the securitization program, inclusive of any unsecured borrowings, is €400 million (approximately $469 million as of March 31, 2021). As of March 31, 2021, €82 million (approximately $96 million) was available to us, subject to having sufficient receivables available to sell to the Purchasers. The weighted average interest rate was 0.58% as of March 31, 2021. 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, 2021 and 2020. |
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, 2021 and December 31, 2020 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets. For information on the fair value hierarchy of our derivative instruments, see Note 6—Derivative Instruments and for information on financial liabilities, see Note 7—Debt. |
Adoption of New Accounting Standards and Accounting Pronouncements Issued but Not Yet Effective | Adoption of New Accounting Standard In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We adopted this standard on January 1, 2021 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements. Accounting Pronouncement Issued but Not Yet Effective 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 Interbank 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 LTL, truck brokerage services and other transportation services. In our Logistics segment, which we sometimes refer to as supply chain, 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 logistics, packaging and labeling, factory support, aftermarket support, inventory management, order personalization and supply chain optimization, such as product flow management. In addition, our Logistics segment provides reverse logistics, which is also called returns 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 operating 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. |
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, 2021, the fixed consideration component of our remaining performance obligation was approximately $2.1 billion, and we expect to recognize approximately 66% of that amount over the next three years and the remainder thereafter. The remaining performance obligation at March 31, 2021 includes contracts related to the Kuehne + Nagel acquisition. 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 ShareWe compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities in 2020 consisted 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. As discussed in Note 8—Stockholders’ Equity, we recorded a preferred stock conversion charge in December 2020 in connection with the conversion of our Series A preferred stock. |
Organization, Description of _3
Organization, Description of Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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) 2021 2020 Securitization programs Receivables sold in period $ 775 $ 691 Cash consideration 775 691 Factoring programs Receivables sold in period $ 116 $ 264 Cash consideration 116 263 |
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 March 31, 2021 $ 249 $ 249 $ 249 December 31, 2020 1,738 1,738 1,738 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, 2021 $ 5,590 $ 3,190 $ 2,400 December 31, 2020 7,094 4,431 2,663 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 Revenue $ 2,989 $ 1,818 $ — $ (33) $ 4,774 Operating income (loss) (1) 209 68 (75) — 202 Depreciation and amortization 115 74 3 — 192 Three months ended March 31, 2020 Revenue $ 2,459 $ 1,437 $ — $ (32) $ 3,864 Operating income (loss) (2) 120 38 (77) — 81 Depreciation and amortization 110 69 4 — 183 (1) Consolidated operating income for the three months ended March 31, 2021 includes $18 million of transaction and integration costs and $4 million of restructuring expense. $1 million of the transaction and integration costs relate to our Transportation segment, $5 million relate to our Logistics segment and $12 million relate to Corporate. (2) Consolidated operating income for the three months ended March 31, 2020 includes $44 million of transaction and integration costs and $3 million of restructuring expense. $7 million of the transaction and integration costs relate to our Transportation segment, $7 million relate to our Logistics segment and $30 million relate to Corporate. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 (In millions) Transportation Logistics Eliminations Total Revenue United States $ 2,118 $ 584 $ (9) $ 2,693 North America (excluding United States) 90 14 — 104 France 342 180 (3) 519 United Kingdom 209 552 (15) 746 Europe (excluding France and United Kingdom) 213 465 (5) 673 Other 17 23 (1) 39 Total $ 2,989 $ 1,818 $ (33) $ 4,774 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 Our revenue disaggregated by service offering was as follows: Three Months Ended March 31, (In millions) 2021 2020 Transportation segment: LTL $ 1,221 $ 1,135 Freight brokerage and truckload 1,384 1,023 Last mile (1) 246 201 Managed transportation 97 83 Global forwarding 100 61 Transportation eliminations (59) (44) Total Transportation segment revenue 2,989 2,459 Total Logistics segment revenue 1,818 1,437 Intersegment eliminations (33) (32) Total revenue $ 4,774 $ 3,864 (1) Comprised of our North American last mile operations. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Related Activity | Our restructuring-related activity was as follows: Three Months Ended March 31, 2021 (In millions) Reserve Balance as of December 31, 2020 Charges Incurred Payments Foreign Exchange and Other Reserve Balance as of March 31, 2021 Severance Transportation $ 7 $ 1 $ (4) $ — $ 4 Logistics 19 — (4) (1) 14 Corporate 2 3 (1) — 4 Total severance 28 4 (9) (1) 22 Facilities Transportation 5 — — — 5 Total facilities 5 — — — 5 Total $ 33 $ 4 $ (9) $ (1) $ 27 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 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 $ 450 Other current assets $ — Other current liabilities $ (25) Cross-currency swap agreements 730 Other long-term assets — Other long-term liabilities (29) Interest rate swaps 2,003 Other current assets — Other current liabilities — Derivatives not designated as hedges Foreign currency option contracts 178 Other current assets 3 Other current liabilities — Total $ 3 $ (54) December 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 $ 450 Other current assets $ — Other current liabilities $ (44) Cross-currency swap agreements 740 Other long-term assets — Other long-term liabilities (65) Interest rate swaps 2,003 Other current assets — Other current liabilities (4) Total $ — $ (113) |
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 was as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) 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) 2021 2020 2021 2020 2021 2020 Derivatives designated as cash flow hedges Cross-currency swap agreements $ 6 $ 8 $ 6 $ 3 $ — $ — Interest rate swaps — (5) — — — — Derivatives designated as net investment hedges Cross-currency swap agreements 48 38 — — 3 4 Total $ 54 $ 41 $ 6 $ 3 $ 3 $ 4 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | March 31, 2021 December 31, 2020 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ — $ — $ 200 $ 200 Term loan facilities 2,003 1,971 2,003 1,974 6.50% Senior notes due 2022 — — 1,200 1,195 6.125% Senior notes due 2023 535 532 535 531 6.75% Senior notes due 2024 1,000 990 1,000 989 6.25% Senior notes due 2025 1,150 1,139 1,150 1,138 6.70% Senior debentures due 2034 300 211 300 210 Borrowings related to securitization program — — 50 50 Finance leases, asset financing and other 407 407 420 420 Total debt 5,395 5,250 6,858 6,707 Short-term borrowings and current maturities of long-term debt 88 88 1,343 1,338 Long-term debt $ 5,307 $ 5,162 $ 5,515 $ 5,369 |
Schedule of Fair Value of Debt | The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 March 31, 2021 $ 249 $ 249 $ 249 December 31, 2020 1,738 1,738 1,738 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, 2021 $ 5,590 $ 3,190 $ 2,400 December 31, 2020 7,094 4,431 2,663 |
Schedule of Debt | The applicable terms of the Term Loan Credit Agreement are as follows: December 31, 2020 (In millions) March 31, 2021 First Tranche Second Tranche Principal balance $ 2,003 $ 1,503 $ 500 Interest spread: Base rate loans 0.75 % 1.00 % 1.50 % LIBOR loans 1.75 % 2.00 % 2.50 % Maturity date February 2025 February 2025 February 2025 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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) 2021 2020 Basic earnings per common share Net income attributable to XPO $ 115 $ 23 Series A preferred stock dividends — (1) Non-cash allocation of undistributed earnings — (1) Net income attributable to common shares, basic $ 115 $ 21 Basic weighted-average common shares 106 92 Basic earnings per share $ 1.08 $ 0.23 Diluted earnings per common share Net income attributable to common shares, diluted $ 115 $ 21 Basic weighted-average common shares 106 92 Dilutive effect of stock-based awards and warrants 6 11 Diluted weighted-average common shares 112 103 Diluted earnings per share $ 1.02 $ 0.20 Potential common shares excluded — 10 |
Organization, Description of _4
Organization, Description of Business and Basis of Presentation - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($)banksegment | Mar. 31, 2021EUR (€) | Dec. 31, 2020EUR (€) | |
Variable Interest Entity [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Number of banks | bank | 3 | |||
Long-term debt | $ 5,369,000,000 | $ 5,162,000,000 | ||
Logistics | ||||
Variable Interest Entity [Line Items] | ||||
Spin-off percentage of segment | 1 | |||
Carrying Value | ||||
Variable Interest Entity [Line Items] | ||||
Long-term debt | $ 5,369,000,000 | 5,162,000,000 | ||
Other long-term assets | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash included in other long-term assets | 11,000,000 | 11,000,000 | ||
Affiliated Entity | XPO Collections Designated Activity Company Limited | Trade Receivables Securitization Program Two | ||||
Variable Interest Entity [Line Items] | ||||
Aggregate maximum borrowing capacity | 469,000,000 | € 400,000,000 | ||
Remaining borrowing availability | $ 96,000,000 | € 82,000,000 | ||
Weighted average interest rate | 0.58% | 0.58% | ||
Trade Receivables Securitization | Carrying Value | ||||
Variable Interest Entity [Line Items] | ||||
Long-term debt | $ 50,000,000 | $ 0 | € 41,000,000 |
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, 2021 | Mar. 31, 2020 | |
Securitization programs | ||
Receivables sold in period | $ 775 | $ 691 |
Cash consideration | 775 | 691 |
Factoring programs | ||
Receivables sold in period | 116 | 264 |
Cash consideration | $ 116 | $ 263 |
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, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 249 | $ 1,738 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 249 | 1,738 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 249 | $ 1,738 |
Acquisition (Details)
Acquisition (Details) £ in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | ||||
Revenue | $ 4,774 | $ 3,864 | ||
Kuehne and Nagel Contract Logistics Operations | ||||
Business Acquisition [Line Items] | ||||
Revenue | £ 450 | $ 585 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
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, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 4,774 | $ 3,864 |
Operating income (loss) | 202 | 81 |
Depreciation and amortization | 192 | 183 |
Transaction and integration costs | 18 | 44 |
Restructuring expense | 4 | 3 |
Operating Segments | Transportation | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,989 | 2,459 |
Operating income (loss) | 209 | 120 |
Depreciation and amortization | 115 | 110 |
Transaction and integration costs | 1 | 7 |
Operating Segments | Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,818 | 1,437 |
Operating income (loss) | 68 | 38 |
Depreciation and amortization | 74 | 69 |
Transaction and integration costs | 5 | 7 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Operating income (loss) | (75) | (77) |
Depreciation and amortization | 3 | 4 |
Transaction and integration costs | 12 | 30 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | (33) | (32) |
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, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,774 | $ 3,864 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,693 | 2,229 |
North America (excluding United States) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 104 | 85 |
France | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 519 | 458 |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 746 | 495 |
Europe (excluding France and United Kingdom) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 673 | 571 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 39 | 26 |
Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (33) | (32) |
Eliminations | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (9) | (9) |
Eliminations | North America (excluding United States) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Eliminations | France | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (3) | (3) |
Eliminations | United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (15) | (16) |
Eliminations | Europe (excluding France and United Kingdom) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (5) | (3) |
Eliminations | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (1) | (1) |
Transportation | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,989 | 2,459 |
Transportation | Operating Segments | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,118 | 1,702 |
Transportation | Operating Segments | North America (excluding United States) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 90 | 71 |
Transportation | Operating Segments | France | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 342 | 311 |
Transportation | Operating Segments | United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 209 | 182 |
Transportation | Operating Segments | Europe (excluding France and United Kingdom) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 213 | 188 |
Transportation | Operating Segments | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 17 | 5 |
Transportation | Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (59) | (44) |
Logistics | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,818 | 1,437 |
Logistics | Operating Segments | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 584 | 536 |
Logistics | Operating Segments | North America (excluding United States) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 14 | 14 |
Logistics | Operating Segments | France | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 180 | 150 |
Logistics | Operating Segments | United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 552 | 329 |
Logistics | Operating Segments | Europe (excluding France and United Kingdom) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 465 | 386 |
Logistics | Operating Segments | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 23 | $ 22 |
Revenue Recognition - Disaggr_2
Revenue Recognition - Disaggregation of Revenue by Products and Services (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,774 | $ 3,864 |
Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (33) | (32) |
Transportation | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,989 | 2,459 |
Transportation | Operating Segments | LTL | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,221 | 1,135 |
Transportation | Operating Segments | Freight brokerage and truckload | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,384 | 1,023 |
Transportation | Operating Segments | Last mile | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 246 | 201 |
Transportation | Operating Segments | Managed transportation | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 97 | 83 |
Transportation | Operating Segments | Global forwarding | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 100 | 61 |
Transportation | Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (59) | (44) |
Logistics | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,818 | $ 1,437 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) $ in Billions | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 2.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 66.00% |
Performance obligations expected to be satisfied, expected timing | 3 years |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring Related Activity (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Reserve, beginning balance | $ 33 | |
Charges Incurred | 4 | |
Payments | (9) | |
Foreign Exchange and Other | (1) | |
Reserve, ending balance | 27 | |
Sales, general and administrative expense | ||
Restructuring Reserve [Roll Forward] | ||
Charges Incurred | 4 | $ 3 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Reserve, beginning balance | 28 | |
Charges Incurred | 4 | |
Payments | (9) | |
Foreign Exchange and Other | (1) | |
Reserve, ending balance | 22 | |
Facilities | ||
Restructuring Reserve [Roll Forward] | ||
Reserve, beginning balance | 5 | |
Charges Incurred | 0 | |
Payments | 0 | |
Foreign Exchange and Other | 0 | |
Reserve, ending balance | 5 | |
Operating Segments | Transportation | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Reserve, beginning balance | 7 | |
Charges Incurred | 1 | |
Payments | (4) | |
Foreign Exchange and Other | 0 | |
Reserve, ending balance | 4 | |
Operating Segments | Transportation | Facilities | ||
Restructuring Reserve [Roll Forward] | ||
Reserve, beginning balance | 5 | |
Charges Incurred | 0 | |
Payments | 0 | |
Foreign Exchange and Other | 0 | |
Reserve, ending balance | 5 | |
Operating Segments | Logistics | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Reserve, beginning balance | 19 | |
Charges Incurred | 0 | |
Payments | (4) | |
Foreign Exchange and Other | (1) | |
Reserve, ending balance | 14 | |
Corporate | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Reserve, beginning balance | 2 | |
Charges Incurred | 3 | |
Payments | (1) | |
Foreign Exchange and Other | 0 | |
Reserve, ending balance | $ 4 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position (Details) - Level 2 - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 3 | $ 0 |
Derivative Liabilities | (54) | (113) |
Derivatives designated as hedges | Cross-currency swap agreements | Other Current Assets and Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 450 | 450 |
Derivatives designated as hedges | Cross-currency swap agreements | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivatives designated as hedges | Cross-currency swap agreements | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | (25) | (44) |
Derivatives designated as hedges | Cross-currency swap agreements | Other Long Term Assets and Other Long Term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 730 | 740 |
Derivatives designated as hedges | Cross-currency swap agreements | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivatives designated as hedges | Cross-currency swap agreements | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | (29) | (65) |
Derivatives designated as hedges | Interest rate swaps | Other Current Assets and Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 2,003 | 2,003 |
Derivatives designated as hedges | Interest rate swaps | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivatives designated as hedges | Interest rate swaps | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 0 | $ (4) |
Derivatives not designated as hedges | Foreign currency option contracts | Other Current Assets and Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 178 | |
Derivatives not designated as hedges | Foreign currency option contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 3 | |
Derivatives not designated as hedges | Foreign currency option contracts | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 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, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | $ 54 | $ 41 |
Amount of Gain Reclassified from AOCI into Net Income | 6 | 3 |
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 3 | 4 |
Cross-currency swap agreements | Derivatives designated as hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | 6 | 8 |
Amount of Gain Reclassified from AOCI into Net Income | 6 | 3 |
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 (Loss) on Derivatives | 48 | 38 |
Amount of Gain Reclassified from AOCI into Net Income | 0 | 0 |
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 3 | 4 |
Interest rate swaps | Derivatives designated as hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | 0 | (5) |
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, 2021 | Mar. 31, 2020 | |
Derivative [Line Items] | ||
Pre-tax gain (loss) recognized in earnings | $ 1 | $ 4 |
Maximum | ||
Derivative [Line Items] | ||
Derivative, term of contract (in months) | 12 months |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) € in Millions | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) |
Debt Instrument [Line Items] | |||
Total debt, principal balance | $ 5,395,000,000 | $ 6,858,000,000 | |
Short-term debt and current maturities of long-term debt, principal balance | 88,000,000 | 1,343,000,000 | |
Long-term debt excluding current maturities, principal balance | 5,307,000,000 | 5,515,000,000 | |
Long-term debt, carrying value | 5,162,000,000 | 5,369,000,000 | |
Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | 5,162,000,000 | 5,369,000,000 | |
Total debt, carrying value | 5,250,000,000 | 6,707,000,000 | |
Short-term debt and current maturities of long-term debt, carrying value | 88,000,000 | 1,338,000,000 | |
Term loan facilities | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | 2,003,000,000 | 2,003,000,000 | |
Term loan facilities | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | 1,971,000,000 | 1,974,000,000 | |
6.50% Senior notes due 2022 | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | $ 0 | 1,200,000,000 | |
Stated interest rate | 6.50% | ||
6.50% Senior notes due 2022 | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | $ 0 | 1,195,000,000 | |
6.125% Senior notes due 2023 | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | $ 535,000,000 | 535,000,000 | |
Stated interest rate | 6.125% | ||
6.125% Senior notes due 2023 | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | $ 532,000,000 | 531,000,000 | |
6.75% Senior notes due 2024 | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | $ 1,000,000,000 | 1,000,000,000 | |
Stated interest rate | 6.75% | ||
6.75% Senior notes due 2024 | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | $ 990,000,000 | 989,000,000 | |
6.25% Senior notes due 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | $ 1,150,000,000 | 1,150,000,000 | |
Stated interest rate | 6.25% | ||
6.25% Senior notes due 2025 | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | $ 1,139,000,000 | 1,138,000,000 | |
6.70% Senior debentures due 2034 | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | $ 300,000,000 | 300,000,000 | |
Stated interest rate | 6.70% | ||
6.70% Senior debentures due 2034 | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | $ 211,000,000 | 210,000,000 | |
Finance leases, asset financing and other | |||
Debt Instrument [Line Items] | |||
Finance leases, asset financing and other | 407,000,000 | 420,000,000 | |
Finance leases, asset financing and other | Carrying Value | |||
Debt Instrument [Line Items] | |||
Finance leases, asset financing and other | 407,000,000 | 420,000,000 | |
ABL facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | 0 | 200,000,000 | |
ABL facility | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | 0 | 200,000,000 | |
Borrowings related to securitization program | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | 0 | 50,000,000 | |
Borrowings related to securitization program | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt, carrying value | $ 0 | $ 50,000,000 | € 41 |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Fair value of debt | $ 5,590 | $ 7,094 |
Level 1 | ||
Debt Instrument [Line Items] | ||
Fair value of debt | 3,190 | 4,431 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Fair value of debt | $ 2,400 | $ 2,663 |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - ABL facility | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
Line of credit facility, borrowing base | $ 1,100,000,000 |
Remaining borrowing availability | 1,084,000,000 |
Letters of credit outstanding, amount | $ 16,000,000 |
Debt - Secured Debt (Details)
Debt - Secured Debt (Details) | Mar. 31, 2021USD ($) |
Secured Term Loan Facility | |
Debt Instrument [Line Items] | |
Aggregate maximum borrowing capacity | $ 200,000,000 |
Uncommitted Secured Letter of Credit Facility | |
Debt Instrument [Line Items] | |
Aggregate maximum borrowing capacity | $ 198,000,000 |
Debt - Term Loan Facility (Deta
Debt - Term Loan Facility (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Debt extinguishment loss | $ 8 | $ 0 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Annual effective interest rate | 1.86% | ||
Debt extinguishment loss | $ 3 | ||
Term Loan Facility | First Tranche | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | $ 2,003 | $ 1,503 | |
Term Loan Facility | Second Tranche | |||
Debt Instrument [Line Items] | |||
Long-term debt, principal balance | $ 500 | ||
Term Loan Facility | Base Rate | First Tranche | |||
Debt Instrument [Line Items] | |||
Variable rate on credit facilities | 0.75% | 1.00% | |
Term Loan Facility | Base Rate | Second Tranche | |||
Debt Instrument [Line Items] | |||
Variable rate on credit facilities | 1.50% | ||
Term Loan Facility | LIBOR | First Tranche | |||
Debt Instrument [Line Items] | |||
Variable rate on credit facilities | 1.75% | 2.00% | |
Term Loan Facility | LIBOR | Second Tranche | |||
Debt Instrument [Line Items] | |||
Variable rate on credit facilities | 2.50% |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | |||
Debt extinguishment loss | $ 8 | $ 0 | |
6.50% Senior notes due 2022 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 6.50% | ||
Redemption price (percentage) | 100.00% | ||
Debt extinguishment loss | $ 5 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2011 | Feb. 28, 2019 | |
Class of Stock [Line Items] | |||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 7 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of preferred stock to common stock (in shares) | 300,000 | 9,200,000 | |||
Warrant | |||||
Class of Stock [Line Items] | |||||
Conversion of preferred stock and warrants, amount converted (shares) | 300,000 | 9,800,000 | |||
Number of shares remaining to be converted (in shares) | 0 | ||||
Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Proceeds from issuance of preferred stock, net of issuance costs (in shares) | 75,000 | ||||
Temporary equity, liquidation preference (in usd per share) | $ 1,000 | ||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ 7 | ||||
Preferred stock, liquidation preference, percentage | 4.00% | ||||
Convertible Preferred Stock | Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of preferred stock and warrants, amount converted (shares) | 69,445 | 975 | |||
Cash paid in connection with preferred stock conversion | $ 22,000,000 | ||||
Number of shares remaining to be converted (in shares) | 40 | ||||
Convertible Preferred Stock | Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of preferred stock to common stock (in shares) | 9,900,000 | 100,000 | |||
Number of common shares that will be issued upon conversion of remaining shares (shares) | 5,714 | ||||
2019 Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program authorized amount | $ 1,500,000,000 | ||||
Shares repurchased and retired (in shares) | 0 | 2,000,000 | |||
Shares repurchased, aggregate value | $ 114,000,000 | ||||
Shares repurchased, remaining authorization amount | $ 503,000,000 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic earnings per common share | ||
Net income attributable to XPO | $ 115 | $ 23 |
Series A preferred stock dividends | 0 | (1) |
Non-cash allocation of undistributed earnings | 0 | (1) |
Net income attributable to common shares, basic | $ 115 | $ 21 |
Basic weighted-average common shares (in shares) | 106 | 92 |
Basic earnings per share (in dollars per share) | $ 1.08 | $ 0.23 |
Diluted earnings per common share | ||
Net income attributable to common shares, diluted | $ 115 | $ 21 |
Basic weighted-average common shares (in shares) | 106 | 92 |
Dilutive effect of stock-based awards and warrants (in shares) | 6 | 11 |
Diluted weighted-average common shares (in shares) | 112 | 103 |
Diluted earnings per share (in dollars per share) | $ 1.02 | $ 0.20 |
Potential common shares excluded (in shares) | 0 | 10 |
Subsequent Event (Details)
Subsequent Event (Details) - Apr. 06, 2021 - Subsequent Event € in Millions, $ in Millions | EUR (€)Rateshares | USD ($)Rateshares |
XPO Logistics Europe | ||
Subsequent Event [Line Items] | ||
Ownership percentage by noncontrolling owners | 3.00% | 3.00% |
XPO Logistics Europe | ||
Subsequent Event [Line Items] | ||
Remaining interest to be purchased (Euro per share) | Rate | 31500.00% | 31500.00% |
Remaining interest to be purchased (shares) | shares | 341,887 | 341,887 |
Purchase of noncontrolling interests | € 108 | $ 128 |