Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 12.9 | ||
Entity Common Stock, Shares Outstanding | 114,793,197 | ||
Documents Incorporated by Reference | Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2022 Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001166003 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Stamford, CT |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 260 | $ 1,731 |
Accounts receivable, net of allowances of $47 and $46, respectively | 2,105 | 1,680 |
Other current assets | 286 | 303 |
Current assets of discontinued operations | 26 | 1,664 |
Total current assets | 2,677 | 5,378 |
Long-term assets | ||
Property and equipment, net of $1,828 and $1,646 in accumulated depreciation, respectively | 1,808 | 1,891 |
Operating lease assets | 908 | 844 |
Goodwill | 2,479 | 2,536 |
Identifiable intangible assets, net of $612 and $536 in accumulated amortization, respectively | 580 | 675 |
Other long-term assets | 255 | 187 |
Long-term assets of discontinued operations | 0 | 4,666 |
Total long-term assets | 6,030 | 10,799 |
Total assets | 8,707 | 16,177 |
Current liabilities | ||
Accounts payable | 1,110 | 854 |
Accrued expenses | 1,107 | 1,044 |
Short-term borrowings and current maturities of long-term debt | 58 | 1,281 |
Short-term operating lease liabilities | 170 | 152 |
Other current liabilities | 69 | 102 |
Current liabilities of discontinued operations | 24 | 1,728 |
Total current liabilities | 2,538 | 5,161 |
Long-term liabilities | ||
Long-term debt | 3,514 | 5,240 |
Deferred tax liability | 316 | 286 |
Employee benefit obligations | 122 | 131 |
Long-term operating lease liabilities | 752 | 696 |
Other long-term liabilities | 327 | 384 |
Long-term liabilities of discontinued operations | 0 | 1,430 |
Total long-term liabilities | 5,031 | 8,167 |
Stockholders’ equity | ||
Convertible perpetual preferred stock, value | 0 | 1 |
Common stock, $0.001 par value; 300 shares authorized; 115 and 102 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 |
Additional paid-in capital | 1,179 | 1,998 |
Retained earnings | 43 | 868 |
Accumulated other comprehensive loss | (84) | (158) |
Total stockholders’ equity before noncontrolling interests | 1,138 | 2,709 |
Noncontrolling interests | 0 | 140 |
Total equity | 1,138 | 2,849 |
Total liabilities and equity | $ 8,707 | $ 16,177 |
Consolidated Balance Sheets - (
Consolidated Balance Sheets - (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 47 | $ 46 |
Property and equipment, accumulated depreciation | 1,828 | 1,646 |
Identifiable intangible assets, accumulated amortization | $ 612 | $ 536 |
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) | 115,000,000 | 102,000,000 |
Common stock, shares outstanding (in shares) | 115,000,000 | 102,000,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 12,806 | $ 10,199 | $ 10,681 |
Cost of transportation and services (exclusive of depreciation and amortization) | 8,945 | 6,950 | 7,359 |
Direct operating expense (exclusive of depreciation and amortization) | 1,391 | 1,235 | 1,186 |
Sales, general and administrative expense | 1,322 | 1,210 | 1,068 |
Depreciation and amortization expense | 476 | 470 | 467 |
Transaction and integration costs | 37 | 75 | 5 |
Restructuring costs | 19 | 31 | 35 |
Operating income | 616 | 228 | 561 |
Other income | (57) | (41) | (23) |
Foreign currency (gain) loss | (2) | (3) | 10 |
Debt extinguishment loss | 54 | 0 | 5 |
Interest expense | 211 | 307 | 268 |
Income (loss) from continuing operations before income tax provision (benefit) | 410 | (35) | 301 |
Income tax provision (benefit) | 87 | (22) | 60 |
Income (loss) from continuing operations | 323 | (13) | 241 |
Income from discontinued operations, net of taxes | 18 | 130 | 199 |
Net income | 341 | 117 | 440 |
Net loss from continuing operations attributable to noncontrolling interests | 0 | 3 | 0 |
Net income from discontinued operations attributable to noncontrolling interests | (5) | (10) | (21) |
Net income attributable to XPO | 336 | 110 | 419 |
Net income (loss) attributable to common shareholders | |||
Continuing operations, basic | 323 | (41) | 201 |
Discontinued operations, basic | 13 | 120 | 178 |
Net income (loss) attributable to common shareholders, basic | 336 | 79 | 379 |
Continuing operations, diluted | 323 | (41) | 201 |
Discontinued operations, diluted | 13 | 120 | 178 |
Net income (loss) attributable to common shareholders, diluted | $ 336 | $ 79 | $ 379 |
Earnings (loss) per share data | |||
Basic earnings (loss) per share from continuing operations (usd per share) | $ 2.88 | $ (0.45) | $ 2.09 |
Basic earnings per share from discontinued operations (usd per share) | 0.11 | 1.32 | 1.86 |
Basic earnings per share attributable to common shareholders (usd per share) | 2.99 | 0.87 | 3.95 |
Diluted earnings (loss) per share from continuing operations (usd per share) | 2.82 | (0.45) | 1.89 |
Diluted earnings per share from discontinued operations (usd per share) | 0.11 | 1.32 | 1.68 |
Diluted earnings per share attributable to common shareholders (usd per share) | $ 2.93 | $ 0.87 | $ 3.57 |
Weighted-average common shares outstanding | |||
Basic weighted-average common shares outstanding (in shares) | 112 | 92 | 96 |
Diluted weighted-average common shares outstanding (in shares) | 114 | 92 | 106 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 341 | $ 117 | $ 440 |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation gain (loss), net of tax effect of $—, $17 and $(7) | (85) | 112 | 23 |
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $1, $— and $(1) | (3) | (2) | 4 |
Defined benefit plans adjustment, net of tax effect of $(11), $30 and $1 | 34 | (117) | (19) |
Other comprehensive income (loss) | (54) | (7) | 8 |
Comprehensive income | 287 | 110 | 448 |
Less: Comprehensive income attributable to noncontrolling interests | 3 | 13 | 20 |
Comprehensive income attributable to XPO | $ 284 | $ 97 | $ 428 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income - (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation (loss) gain, tax | $ 0 | $ 17 | $ (7) |
Unrealized (loss) gain on financial assets/liabilities designated as hedging instruments, tax effect | 1 | 0 | (1) |
Defined benefit plans adjustment, tax | $ (11) | $ 30 | $ 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities of continuing operations | |||
Net income | $ 341 | $ 117 | $ 440 |
Income (loss) from continuing operations | 323 | (13) | 241 |
Adjustments to reconcile income (loss) from continuing operations to net cash from operating activities | |||
Depreciation, amortization and net lease activity | 476 | 470 | 467 |
Stock compensation expense | 37 | 41 | 56 |
Accretion of debt | 18 | 20 | 16 |
Deferred tax expense (benefit) | 5 | (75) | 40 |
Debt extinguishment loss | 54 | 0 | 5 |
Unrealized (gain) loss on foreign currency option and forward contracts | 1 | (1) | 9 |
Gains on sales of property and equipment | (73) | (91) | (101) |
Other | 4 | 49 | (8) |
Changes in assets and liabilities | |||
Accounts receivable | (502) | (265) | 101 |
Other assets | (1) | (41) | 82 |
Accounts payable | 240 | 96 | (99) |
Accrued expenses and other liabilities | 74 | 198 | (180) |
Net cash provided by operating activities from continuing operations | 656 | 388 | 629 |
Cash flows from investing activities of continuing operations | |||
Payment for purchases of property and equipment | (313) | (303) | (379) |
Proceeds from sale of property and equipment | 132 | 183 | 237 |
Cash collected on deferred purchase price receivable | 0 | 0 | 75 |
Other | (3) | 4 | 0 |
Net cash used in investing activities from continuing operations | (184) | (116) | (67) |
Cash flows from financing activities of continuing operations | |||
Proceeds from issuance of debt | 0 | 1,155 | 1,752 |
Proceeds from (repayment of) borrowings related to securitization program | (24) | 23 | 0 |
Repurchase of debt | (2,769) | 0 | 0 |
Proceeds from borrowings on ABL facility | 0 | 1,020 | 1,935 |
Repayment of borrowings on ABL facility | (200) | (820) | (1,935) |
Repayment of debt and finance leases | (80) | (65) | (569) |
Payment of debt issuance costs | (5) | (22) | (28) |
Cash paid in connection with preferred stock conversion | 0 | (22) | 0 |
Issuance (repurchase) of common stock | 384 | (114) | (1,347) |
Change in bank overdrafts | 0 | 21 | (3) |
Payment for tax withholdings for restricted shares | (28) | (26) | (14) |
Distribution from GXO | 794 | 0 | 0 |
Other | (4) | 4 | 8 |
Net cash provided by (used in) financing activities from continuing operations | (1,932) | 1,154 | (201) |
Cash flows from discontinued operations | |||
Operating activities of discontinued operations | 65 | 497 | 162 |
Investing activities of discontinued operations | (93) | (241) | (94) |
Financing activities of discontinued operations | (302) | (18) | (558) |
Net cash provided by (used in) discontinued operations | (330) | 238 | (490) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (2) | 14 | 2 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (1,792) | 1,678 | (127) |
Cash, cash equivalents and restricted cash, beginning of year | 2,065 | 387 | 514 |
Cash, cash equivalents and restricted cash, end of year | 273 | 2,065 | 387 |
Less: Cash, cash equivalents and restricted cash of discontinued operations, end of year | 3 | 323 | 195 |
Cash, cash equivalents and restricted cash of continuing operations, end of year | 270 | 1,742 | 192 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 253 | 314 | 281 |
Cash paid for income taxes | $ 84 | $ 40 | $ 82 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions | Total | Total XPO Stockholders’ Equity | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interests | Series A Preferred StockPreferred Stock |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 115,683 | 72 | ||||||
Balance at beginning of period at Dec. 31, 2018 | $ 3,970 | $ 3,575 | $ 0 | $ 3,311 | $ 377 | $ (154) | $ 395 | $ 41 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 440 | 419 | 419 | 21 | ||||
Other comprehensive income (loss) | 8 | 9 | 9 | (1) | ||||
Exercise and vesting of stock compensation awards (in shares) | 489 | |||||||
Exercise and vesting of stock compensation awards | 1 | 1 | 1 | |||||
Tax withholdings related to vesting of stock compensation awards | (14) | (14) | (14) | |||||
Purchase of noncontrolling interests | (258) | (3) | (3) | (255) | ||||
Retirement of common stock (in shares) | (23,932) | |||||||
Retirement of common stock | (1,275) | (1,275) | (1,275) | |||||
Dividend declared | (8) | (3) | (3) | (5) | ||||
Stock compensation expense | 36 | 36 | 36 | |||||
Adoption of new accounting standard and other (in shares) | 102 | |||||||
Adoption of new accounting standard and other | (4) | (2) | 5 | (7) | (2) | |||
Balance at end of period (in shares) at Dec. 31, 2019 | 92,342 | 72 | ||||||
Balance at end 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 | 117 | 110 | 110 | 7 | ||||
Other comprehensive income (loss) | (7) | (13) | (13) | 6 | ||||
Exercise and vesting of stock compensation awards (in shares) | 1,411 | |||||||
Exercise and vesting of stock compensation awards | 0 | |||||||
Tax withholdings related to vesting of stock compensation awards | (47) | (47) | (47) | |||||
Conversion of preferred stock to common stock (in shares) | (10,014) | 71 | ||||||
Conversion of preferred stock to common stock | 0 | (40) | $ 40 | |||||
Purchase of noncontrolling interests | (21) | (1) | (1) | (20) | ||||
Preferred stock conversion | (22) | (22) | (22) | |||||
Retirement of common stock (in shares) | (1,715) | |||||||
Retirement of common stock | (114) | (114) | (114) | |||||
Dividend declared | (8) | (2) | (2) | (6) | ||||
Stock compensation expense | 52 | 52 | 52 | |||||
Adoption of new accounting standard and other | 3 | 3 | 7 | (4) | ||||
Balance at end of period (in shares) at Dec. 31, 2020 | 102,052 | 1 | ||||||
Balance at end 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 | 341 | 336 | 336 | 5 | ||||
Other comprehensive income (loss) | (54) | (52) | (52) | (2) | ||||
Spin-off of GXO | (2,274) | (2,234) | (1,199) | (1,161) | 126 | (40) | ||
Exercise and vesting of stock compensation awards (in shares) | 392 | |||||||
Exercise and vesting of stock compensation awards | 2 | 2 | 2 | |||||
Tax withholdings related to vesting of stock compensation awards | (28) | (28) | (28) | |||||
Issuance of common stock (in shares) | 2,875 | |||||||
Issuance of common stock | 384 | 384 | 384 | |||||
Conversion of preferred stock to common stock (in shares) | (145) | (1) | ||||||
Conversion of preferred stock to common stock | 0 | (1) | $ (1) | |||||
Purchase of noncontrolling interests | (134) | (34) | (34) | (100) | ||||
Dividend declared | (3) | (3) | ||||||
Exercise of warrants (in shares) | 9,215 | |||||||
Stock compensation expense | 52 | 52 | 52 | |||||
Other (in shares) | 58 | |||||||
Other | 3 | 3 | 3 | |||||
Balance at end of period (in shares) at Dec. 31, 2021 | 114,737 | 0 | ||||||
Balance at end of period at Dec. 31, 2021 | $ 1,138 | $ 1,138 | $ 0 | $ 1,179 | $ 43 | $ (84) | $ 0 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Nature of Operations XPO Logistics, Inc., together with its subsidiaries (“XPO” or “we”), is a leading provider of freight transportation services. We use our proprietary technology to move goods efficiently through our customers’ supply chains, primarily by providing less-than-truckload (“LTL”) and truck brokerage services. See Note 4—Segment Reporting and Geographic Information for additional information on our operations. On August 2, 2021, we completed the previously announced spin-off of our Logistics segment in a transaction intended to qualify as tax-free to XPO and our stockholders for U.S. federal income tax purposes, which was accomplished by the distribution of 100% of the outstanding common stock of GXO Logistics, Inc. (“GXO”) to XPO stockholders. XPO stockholders received one share of GXO common stock for every share of XPO common stock held at the close of business on July 23, 2021, the record date for the distribution. XPO does not beneficially own any shares of GXO’s common stock following the spin-off. GXO is an independent public company trading under the symbol “GXO” on the New York Stock Exchange. The historical results of operations and the financial position of our Logistics segment for periods prior to the spin-off are presented as discontinued operations in these consolidated financial statements. For information on our discontinued operations, see Note 3—Discontinued Operations. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Following the spin-off, we adopted a new format for our Consolidated Statements of Income to separately present depreciation and amortization expense, transaction and integration costs and restructuring costs from other operating expenses. We have recast prior year amounts to conform to the current year’s presentation. Consolidation Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have eliminated intercompany accounts and transactions. To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and whether we can operate the VIE under our brand or policies. Investors in the VIE only have recourse to the assets owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We consolidate the VIE, which is comprised of the special purpose entity related to the European Trade Securitization Program discussed below in this Note and in Note 12—Debt. We have a controlling financial interest in entities generally when we own a majority of the voting interest. The noncontrolling interests reflected in our consolidated financial statements primarily related to a minority interest in XPO Logistics Europe SA (“XPO Logistics Europe”), a business we acquired majority ownership of in 2015. In 2021, we completed a buy-out offer and squeeze-out for the remaining 3% of XPO Logistics Europe that we did not already own at a cost of $128 million plus expenses. Previously, in 2020 and 2019, we purchased shareholders’ noncontrolling interests in XPO Logistics Europe for €17 million (approximately $21 million) and €234 million (approximately $258 million), respectively. Significant Accounting Policies Revenue Recognition We recognize revenue when we transfer control of promised products or services to customers in an amount equal to the consideration we expect to receive for those products or services. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. We generate revenue by providing less-than-truckload, truck brokerage and other transportation services for our customers. Additional services may be provided to our customers under their transportation contracts, including unloading and other incidental services. The transaction price is based on the consideration specified in the customer’s contract. A performance obligation is created when a customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit times usually less than one week. Generally, customers are billed on shipment of the freight or on a monthly basis and make payment according to approved payment terms. When we do not control the specific services, we recognize revenue as the difference between the amount the customer pays us for the service less the amount we are charged by third parties who provide the service. Generally, we can adjust our pricing based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms. Contract Costs We expense the incremental costs of obtaining contracts when incurred if the amortization period of the assets is one year or less. These costs are included in Direct operating expense (exclusive of depreciation and amortization). Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. As of December 31, 2021, 2020 and 2019, our restricted cash included in Other long-term assets on our Consolidated Balance Sheets was $10 million, $11 million and $10 million, respectively. Accounts Receivable and Allowance for Credit Losses We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. Commencing in 2020 and in accordance with Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. We write off accounts receivable balances once the receivables are no longer deemed collectible. The roll-forward of the allowance for credit losses was as follows: Years Ended December 31, (In millions) 2021 2020 2019 Beginning balance $ 46 $ 38 $ 41 Provision charged to expense 28 45 20 Write-offs, less recoveries, and other adjustments (27) (41) (23) Cumulative effect adjustment for adoption of ASU 2016-13 — 4 — Ending balance $ 47 $ 46 $ 38 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 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. Our European business participates in a trade receivables securitization program co-arranged by two European banks (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO sells trade receivables that originate with wholly-owned subsidiaries 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. The program expires in July 2024. 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 Consolidated Balance Sheets at the date of transfer. 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 Consolidated Balance Sheets. See Note 12—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 €200 million (approximately $227 million as of December 31, 2021). Prior to July 2021, when the securitization program was amended in connection with the spin-off, the maximum amount available was €400 million. As of December 31, 2021, the maximum amount available under the program was utilized. The weighted average interest rate was 0.50% as of December 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 years ended December 31, 2021, 2020 and 2019. Information related to the trade receivables sold was as follows: Years Ended December 31, (In millions) 2021 (1) 2020 (1) 2019 (1) Securitization programs Receivables sold in period $ 1,726 $ 1,377 $ 1,217 Cash consideration 1,726 1,377 1,161 Deferred purchase price — — 57 Factoring programs Receivables sold in period 72 76 64 Cash consideration 72 75 65 (1) Information for the years ended December 31, 2021, 2020 and 2019 exclude the impact of the Logistics segment. In addition to the cash considerations referenced above, we received $75 million in the year ended December 31, 2019, for the realization of cash on the deferred purchase price receivable for our prior securitization program. Property and Equipment We generally record property and equipment at cost, or in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internally-developed technology. We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows: Classification Estimated Useful Life Buildings and leasehold improvements Term of lease to 40 years Vehicles, containers, tractors, trailers and tankers 3 to 15 years Rail cars and chassis 15 to 30 years Machinery and equipment 3 to 10 years Computer software and equipment 1 to 6 years Leases We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use incremental borrowing rates based on the information available at commencement date to determine the present value of future lease payments. This rate is determined from a hypothetical yield curve that takes into consideration market yield levels of our relevant debt outstanding as well as the index that matches our credit rating, and then adjusts as if the borrowings were collateralized. We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. For additional information on our leases, see Note 8—Leases. Asset Retirement Obligations A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset retirement obligation liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset. Goodwill We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management. Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the entity does not need to perform a quantitative analysis for that reporting unit. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and overall financial performance, among other factors. For our 2021 goodwill assessment, we performed a step-zero qualitative analysis for our three reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our 2020 goodwill assessment, we performed a quantitative analysis for the five reporting units that existed at the time of the assessment using a combination of income and market approaches with the assistance of a third-party valuation appraiser. As of August 31, 2020, we completed our annual impairment test for goodwill with all of our reporting units having fair values in excess of their carrying values, resulting in no impairment of goodwill. Our number of reporting units decreased from five in 2020 to three in 2021 as a result of the spin-off and other organizational changes. The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our business. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry. Intangible Assets Our intangible assets subject to amortization consist primarily of customer relationships. We review long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate comparable with the risks associated with the recovery of the asset. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. The estimated useful life for customer relationships is 5 to 16 years. Accrued Expenses The components of accrued expenses as of December 31, 2021 and 2020 are as follows: As of December 31, (In millions) 2021 2020 Accrued salaries and wages $ 375 $ 392 Accrued transportation and facility charges 390 303 Other accrued expenses 342 349 Total accrued expenses $ 1,107 $ 1,044 Self-Insurance We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate our level of insurance coverage and adjust our insurance levels based on risk tolerance and premium expense. Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than estimates. Advertising Costs Advertising costs are expensed as incurred. Stockholders’ Equity We retire shares purchased under our share repurchase program and return them to authorized and unissued status. We charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings. Accumulated Other Comprehensive Income (Loss) The components of and changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the years ended December 31, 2021 and 2020, are as follows: (In millions) Foreign Currency Translation Adjustments Derivative Hedges Defined Benefit Plans Liability Less: AOCI Attributable to Noncontrolling Interests AOCI Attributable to XPO As of December 31, 2019 $ (120) $ 5 $ (31) $ 1 $ (145) Other comprehensive income (loss) 121 (17) (116) (6) (18) Amounts reclassified from AOCI (9) 15 (1) — 5 Net current period other comprehensive income (loss) 112 (2) (117) (6) (13) As of December 31, 2020 (8) 3 (148) (5) (158) Other comprehensive income (loss) (79) 4 34 2 (39) Amounts reclassified from AOCI (6) (7) — — (13) Net current period other comprehensive income (loss) (85) (3) 34 2 (52) Spin-off of GXO 41 — 82 3 126 As of December 31, 2021 $ (52) $ — $ (32) $ — $ (84) Income Taxes We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment and estimates in evaluating our tax positions. Evaluating our tax positions would include but not be limited to our tax positions on internal restructuring transactions as well as the spin-off of GXO. Valuation allowances are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized based on all available evidence. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost. Our tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-related interest and penalties as a component of income tax expense. Foreign Currency Translation and Transactions The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCI on our Consolidated Balance Sheets. The assets and liabilities of our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of our foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented. We convert foreign currency transactions recognized on our Consolidated Statements of Income to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income. 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 December 31, 2021 and 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 and a cash deposit for the securitization program. For information on the fair value hierarchy of our derivative instruments, see Note 11—Derivative Instruments and for information on financial liabilities, see Note 12—Debt. The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 December 31, 2021 $ 181 $ 181 $ 181 December 31, 2020 1,685 1,685 1,685 The decrease in cash equivalents from December 31, 2020 to December 31, 2021 was primarily due to the redemption of our senior notes due 2022, 2023 and 2024 and the repayment of borrowings under our revolving loan credit agreement (the “ABL Facility”) in 2021. For further information, see Note 12—Debt. Derivative Instruments We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated Statements of Income in a systematic manner. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income. Defined Benefit Pension Plans We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent our best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by differences in actual experience or changes in assumptions. The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan. Stock-Based Compensation We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, we establish the fair value based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, we establish the fair value using the Monte Carlo simulation lattice model. We determined the fair value of our stock-based awards based on our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We account for forfeitures as they occur. We recognize the grant date fair value of equity awards as compensation cost over the requisite service period. We recognize expense for our performance-based restricted stock units (“PRSUs”) over the awards’ requisite service period based on the number of awards expected to vest with consideration to the actual and expected financial results. We do not recognize expense until achievement of the performance targets for a PRSU award is considered probable. 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 Pronouncements Issued but Not Yet Effective In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” The ASU increases the transparency surrounding government assistance by requiring disclosure of (i) the types of assistance received, (ii) an entity’s accounting for the assistance and (iii) the effect of the assistance on the entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. We are currently evaluating the impact of the new guidance, which is limited to financial statement disclosures. 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. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations As discussed above, on August 2, 2021, we completed the spin-off of our Logistics segment. In July 2021, GXO completed a debt offering and used the net proceeds to fund a cash payment from GXO to XPO of $794 million, which we used to repay a portion of our outstanding borrowings. For further information, see Note 12—Debt. During the year ended December 31, 2021, we incurred approximately $125 million of costs related to the spin-off, of which $101 million are reflected within income from discontinued operations in our Consolidated Statements of Income. The following table summarizes the financial results from discontinued operations of GXO: Years Ended December 31, (In millions) 2021 2020 2019 Revenue $ 4,350 $ 6,182 $ 6,087 Direct operating expense (exclusive of depreciation and amortization) 3,614 5,156 5,120 Sales, general and administrative expense 364 517 421 Depreciation and amortization expense 185 296 272 Transaction and other operating costs 105 50 14 Operating income 82 163 260 Other income (27) (38) (31) Interest expense 12 18 23 Income from discontinued operations before income tax provision 97 183 268 Income tax provision 79 53 69 Net income from discontinued operations, net of taxes 18 130 199 Net income from discontinued operations attributable to noncontrolling interests (5) (10) (21) Net income from discontinued operations attributable to GXO $ 13 $ 120 $ 178 The following table summarizes the assets and liabilities from discontinued operations of GXO: December 31, (In millions) 2020 Cash and cash equivalents $ 323 Accounts receivable, net 1,212 Other current assets 129 Total current assets of discontinued operations 1,664 Property and equipment, net 770 Operating lease assets 1,434 Goodwill 2,063 Identifiable intangible assets, net 299 Other long-term assets 100 Total long-term assets of discontinued operations 4,666 Accounts payable 408 Accrued expenses 770 Short-term borrowings and current finance lease liabilities 57 Short-term operating lease liabilities 332 Other current liabilities 161 Total current liabilities of discontinued operations 1,728 Long-term debt and finance lease liabilities 129 Deferred tax liability 85 Long-term operating lease liabilities 1,099 Other long-term liabilities 117 Total long-term liabilities of discontinued operations $ 1,430 Prior to the spin-off of GXO, the U.K. pension plan was sold to a GXO entity. For further information, see Note 13—Employee Benefit Plans. In connection with the spin-off, we entered into a separation and distribution agreement as well as various other agreements with GXO that provide a framework for the relationships between the parties going forward, including, among others, an employee matters agreement (“EMA”), a tax matters agreement, an intellectual property license agreement and a transition services agreement, through which XPO will continue to provide certain services for a period of time specified in the applicable agreement to GXO following the spin-off. The impact of these services on the consolidated financial statements was immaterial. Additionally, in accordance with these agreements, GXO has agreed to indemnify XPO for certain payments XPO makes with respect to certain self-insurance matters that were incurred by GXO prior to the spin-off and remain obligations of XPO. The receivable and reserve for these matters was approximately $23 million and $21 million, respectively, as of December 31, 2021. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | Segment Reporting and Geographic Information In connection with the spin-off, we revised our reportable segments to reflect how our chief operating decision maker (“CODM”) makes decisions related to resource allocation and segment performance. Prior to the spin-off, we had two reportable segments: Transportation and Logistics. Following the spin-off, we have two reportable segments: (i) North American LTL and (ii) Brokerage and Other Services. In our North American LTL segment, we provide our customers with geographic density and day-definite regional, inter-regional and transcontinental LTL freight services. Our services include cross-border U.S. service to and from Mexico and Canada, as well as intra-Canada service. In our Brokerage and Other Services segment, shippers create the truckload demand and we place their freight with qualified carriers, pricing our service on either a spot or contract basis. Our Brokerage and Other Services segment also includes last mile logistics for heavy goods sold through e-commerce, omnichannel retail and direct-to-consumer channels. Several other non-core brokered freight transportation modes are included in our Brokerage and Other Services segment, as well as our European transportation offerings. 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 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. During the third quarter of 2021, our CODM began evaluating segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which we define as income (loss) from continuing operations before debt extinguishment loss, interest expense, income tax, depreciation and amortization expense, litigation settlements for significant matters, transaction and integration costs, restructuring costs and other adjustments. Prior to the change in our reporting segments in the third quarter of 2021, our CODM used operating income as the measure of segment profit (loss). Prior period segment disclosures have been recast to conform to the current period presentation. Selected financial data for our segments is as follows: Years Ended December 31, (in millions) 2021 2020 2019 Revenue North American LTL $ 4,118 $ 3,539 $ 3,791 Brokerage and Other Services 8,907 6,800 7,041 Eliminations (219) (140) (151) Total $ 12,806 $ 10,199 $ 10,681 Adjusted EBITDA North American LTL $ 904 $ 764 $ 851 Brokerage and Other Services 547 284 406 Corporate (212) (201) (167) Total adjusted EBITDA 1,239 847 1,090 Less: Debt extinguishment loss 54 — 5 Interest expense 211 307 268 Income tax provision (benefit) 87 (22) 60 Depreciation and amortization expense 476 470 467 Unrealized (gain) loss on foreign currency option and forward contracts 1 (1) 9 Litigation settlements 31 — — Transaction and integration costs (1) 37 75 5 Restructuring costs (2) 19 31 35 Income (loss) from continuing operations $ 323 $ (13) $ 241 Depreciation and amortization expense North American LTL $ 226 $ 224 $ 227 Brokerage and Other Services 240 229 220 Corporate 10 17 20 Total $ 476 $ 470 $ 467 (1) Transaction and integration costs for 2021 and 2020 are primarily comprised of third-party professional fees related to strategic initiatives, including the spin-off of the Logistics segment, as well as retention awards paid to certain employees. Additionally, transaction and integration costs for 2020 included professional fees related to our previously announced exploration of strategic alternatives that was terminated in March 2020. Transaction and integration costs for 2021 and 2020 include $1 million and $5 million, respectively, related to our North American LTL segment; $16 million and $16 million, respectively, related to our Brokerage and Other Services segment and $20 million and $54 million, respectively, related to Corporate. (2) See Note 6— Restructuring Charges for further information on our restructuring actions. As of December 31, 2021 and 2020, we held long-lived tangible assets outside of the U.S. of $422 million and $465 million, respectively. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 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: Year Ended December 31, 2021 (In millions) North Brokerage and Other Services Eliminations Total Revenue United States $ 4,029 $ 5,387 $ (219) $ 9,197 North America (excluding United States) 89 311 — 400 France — 1,354 — 1,354 United Kingdom — 879 — 879 Europe (excluding France and United Kingdom) — 843 — 843 Other — 133 — 133 Total $ 4,118 $ 8,907 $ (219) $ 12,806 Year Ended December 31, 2020 (In millions) North Brokerage and Other Services Eliminations Total Revenue United States $ 3,461 $ 3,899 $ (140) $ 7,220 North America (excluding United States) 78 233 — 311 France — 1,205 — 1,205 United Kingdom — 677 — 677 Europe (excluding France and United Kingdom) — 739 — 739 Other — 47 — 47 Total $ 3,539 $ 6,800 $ (140) $ 10,199 Year Ended December 31, 2019 (In millions) North Brokerage and Other Services Eliminations Total Revenue United States $ 3,702 $ 3,902 $ (151) $ 7,453 North America (excluding United States) 89 196 — 285 France — 1,358 — 1,358 United Kingdom — 760 — 760 Europe (excluding France and United Kingdom) — 805 — 805 Other — 20 — 20 Total $ 3,791 $ 7,041 $ (151) $ 10,681 Our revenue disaggregated by service offering was as follows: Years Ended December 31, (In millions) 2021 2020 2019 North America: LTL (1) $ 4,192 $ 3,575 $ 3,841 Truck brokerage 2,749 1,684 1,372 Last mile 1,016 908 873 Other brokerage (2) 2,025 1,564 1,853 Total North America 9,982 7,731 7,939 Europe 3,077 2,622 2,923 Eliminations (253) (154) (181) Total $ 12,806 $ 10,199 $ 10,681 (1) Less-Than-Truckload revenue is before intercompany eliminations and includes revenue from the Company’s trailer manufacturing business. (2) Other brokerage includes intermodal and drayage, expedite, freight forwarding and managed transportation services. Freight forwarding includes operations conducted outside of North America but managed by our North American entities. 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 December 31, 2021, the fixed consideration component of our remaining performance obligation was approximately $124 million, and we expect approximately 86% of that amount to be recognized over the next three years and the remainder thereafter. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 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, including actions in connection with the spin-off and in response to COVID-19. 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. Our restructuring-related activity was as follows: Year Ended December 31, 2021 (In millions) Reserve Balance Charges Incurred Payments Foreign Exchange and Other Reserve Balance Severance Brokerage and Other Services $ 7 $ 10 $ (12) $ 1 $ 6 Corporate 1 9 (2) (1) 7 Total severance 8 19 (14) — 13 Facilities Brokerage and Other Services 5 — (3) — 2 Total facilities 5 — (3) — 2 Total $ 13 $ 19 $ (17) $ — $ 15 We expect the majority of the cash outlays related to the charges incurred in 2021 will be complete within twelve months. Year Ended December 31, 2020 (In millions) Reserve Balance Charges Incurred Payments Foreign Exchange and Other Reserve Balance Severance North American LTL $ 1 $ 4 $ (5) $ — $ — Brokerage and Other Services 11 13 (17) — 7 Corporate 3 8 (9) (1) 1 Total severance 15 25 (31) (1) 8 Facilities Brokerage and Other Services — 6 — (1) 5 Total facilities — 6 — (1) 5 Total $ 15 $ 31 $ (31) $ (2) $ 13 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment December 31, (In millions) 2021 2020 Property and equipment Land $ 276 $ 297 Buildings and leasehold improvements 380 375 Vehicles, tractors, trailers and tankers 1,825 1,791 Machinery and equipment 270 264 Computer software and equipment 885 810 3,636 3,537 Less: accumulated depreciation and amortization (1,828) (1,646) Total property and equipment, net $ 1,808 $ 1,891 Net book value of capitalized internally-developed software included in property and equipment, net $ 230 $ 248 Depreciation of property and equipment and amortization of computer software was $388 million, $382 million and $370 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Most of our leases are real estate leases. In addition, we lease trucks, trailers, containers and material handling equipment. The components of our lease expense and gain realized on sale-leaseback transactions were as follows: Years Ended December 31, (In millions) 2021 2020 2019 Operating lease cost $ 235 $ 221 $ 197 Short-term lease cost 150 86 88 Variable lease cost 32 29 25 Total operating lease cost $ 417 $ 336 $ 310 Finance lease cost: Amortization of leased assets $ 53 $ 43 $ 43 Interest on lease liabilities 5 5 5 Total finance lease cost $ 58 $ 48 $ 48 Total lease cost $ 475 $ 384 $ 358 Gain recognized on sale-leaseback transactions (1) $ 69 $ 84 $ 93 (1) For the years ended December 31, 2021, 2020 and 2019, we completed multiple sale-leaseback transactions for land and buildings, including a sale and partial leaseback of our shared-services center in Portland, Oregon in 2019. We received aggregate cash proceeds of $96 million, $143 million and $199 million in 2021, 2020 and 2019, respectively. Gains on sale-leaseback transactions are included in Direct operating expense (exclusive of depreciation and amortization) in our Consolidated Statements of Income. Supplemental balance sheet information related to leases was as follows: December 31, (In millions) 2021 2020 Operating leases: Operating lease assets $ 908 $ 844 Short-term operating lease liabilities $ 170 $ 152 Operating lease liabilities 752 696 Total operating lease liabilities $ 922 $ 848 Finance leases: Property and equipment, gross $ 403 $ 392 Accumulated depreciation (156) (135) Property and equipment, net $ 247 $ 257 Short-term borrowings and current maturities of long-term debt $ 57 $ 59 Long-term debt 180 193 Total finance lease liabilities $ 237 $ 252 Weighted-average remaining lease term: Operating leases 8 years 7 years Finance leases 6 years 6 years Weighted-average discount rate: Operating leases 4.86 % 5.26 % Finance leases 1.98 % 2.33 % Supplemental cash flow information related to leases was as follows: Years Ended December 31, (In millions) 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 224 $ 223 $ 201 Operating cash flows for finance leases 5 5 5 Financing cash flows for finance leases 75 59 51 Leased assets obtained in exchange for new lease obligations: Operating leases 271 268 344 Finance leases 71 46 53 Net operating lease activity, including the reduction of the operating lease asset and the accretion of the operating lease liability, are reflected in Depreciation, amortization and net lease activity on our Consolidated Statements of Cash Flows. Maturities of lease liabilities as of December 31, 2021 were as follows: (In millions) Finance Leases Operating Leases 2022 $ 61 $ 206 2023 56 189 2024 49 151 2025 34 113 2026 18 88 Thereafter 37 373 Total lease payments 255 1,120 Less: interest (18) (198) Present value of lease liabilities $ 237 $ 922 As of December 31, 2021, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $11 million. These operating leases will commence in 2022 with initial lease terms of 3 years to 7 years. |
Leases | Leases Most of our leases are real estate leases. In addition, we lease trucks, trailers, containers and material handling equipment. The components of our lease expense and gain realized on sale-leaseback transactions were as follows: Years Ended December 31, (In millions) 2021 2020 2019 Operating lease cost $ 235 $ 221 $ 197 Short-term lease cost 150 86 88 Variable lease cost 32 29 25 Total operating lease cost $ 417 $ 336 $ 310 Finance lease cost: Amortization of leased assets $ 53 $ 43 $ 43 Interest on lease liabilities 5 5 5 Total finance lease cost $ 58 $ 48 $ 48 Total lease cost $ 475 $ 384 $ 358 Gain recognized on sale-leaseback transactions (1) $ 69 $ 84 $ 93 (1) For the years ended December 31, 2021, 2020 and 2019, we completed multiple sale-leaseback transactions for land and buildings, including a sale and partial leaseback of our shared-services center in Portland, Oregon in 2019. We received aggregate cash proceeds of $96 million, $143 million and $199 million in 2021, 2020 and 2019, respectively. Gains on sale-leaseback transactions are included in Direct operating expense (exclusive of depreciation and amortization) in our Consolidated Statements of Income. Supplemental balance sheet information related to leases was as follows: December 31, (In millions) 2021 2020 Operating leases: Operating lease assets $ 908 $ 844 Short-term operating lease liabilities $ 170 $ 152 Operating lease liabilities 752 696 Total operating lease liabilities $ 922 $ 848 Finance leases: Property and equipment, gross $ 403 $ 392 Accumulated depreciation (156) (135) Property and equipment, net $ 247 $ 257 Short-term borrowings and current maturities of long-term debt $ 57 $ 59 Long-term debt 180 193 Total finance lease liabilities $ 237 $ 252 Weighted-average remaining lease term: Operating leases 8 years 7 years Finance leases 6 years 6 years Weighted-average discount rate: Operating leases 4.86 % 5.26 % Finance leases 1.98 % 2.33 % Supplemental cash flow information related to leases was as follows: Years Ended December 31, (In millions) 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 224 $ 223 $ 201 Operating cash flows for finance leases 5 5 5 Financing cash flows for finance leases 75 59 51 Leased assets obtained in exchange for new lease obligations: Operating leases 271 268 344 Finance leases 71 46 53 Net operating lease activity, including the reduction of the operating lease asset and the accretion of the operating lease liability, are reflected in Depreciation, amortization and net lease activity on our Consolidated Statements of Cash Flows. Maturities of lease liabilities as of December 31, 2021 were as follows: (In millions) Finance Leases Operating Leases 2022 $ 61 $ 206 2023 56 189 2024 49 151 2025 34 113 2026 18 88 Thereafter 37 373 Total lease payments 255 1,120 Less: interest (18) (198) Present value of lease liabilities $ 237 $ 922 As of December 31, 2021, we had additional operating leases that have not yet commenced with future undiscounted lease payments of $11 million. These operating leases will commence in 2022 with initial lease terms of 3 years to 7 years. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill (In millions) North American LTL Brokerage and Other Services Total Goodwill as of December 31, 2019 $ 722 $ 1,752 $ 2,474 Impact of foreign exchange translation and other — 62 62 Goodwill as of December 31, 2020 722 1,814 2,536 Impact of foreign exchange translation and other — (57) (57) Goodwill as of December 31, 2021 $ 722 $ 1,757 $ 2,479 There were no cumulative goodwill impairments as of December 31, 2021. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets December 31, 2021 December 31, 2020 (In millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangibles Customer relationships $ 1,192 $ 612 $ 1,211 $ 536 We did not recognize any impairment of our identified intangible assets in 2021 and 2020. We recorded a non-cash, pre-tax charge of $6 million in 2019 related to the impairment of customer relationships intangibles associated with exiting our direct postal injection business. Estimated future amortization expense for amortizable intangible assets for the next five years is as follows: (In millions) 2022 2023 2024 2025 2026 Thereafter Estimated amortization expense $ 75 $ 65 $ 64 $ 62 $ 62 $ 252 Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, future impairment of intangible assets, accelerated amortization of intangible assets and other events. Intangible asset amortization expense was $86 million, $87 million and $96 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 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: December 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 $ 362 Other current assets $ — Other current liabilities $ (4) Cross-currency swap agreements 110 Other long-term assets — Other long-term liabilities — Interest rate swaps 2,003 Other current assets — Other current liabilities — Total $ — $ (4) 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 Consolidated Statements of Income was as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain (Loss) Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Years Ended December 31, (In millions) 2021 2020 2019 2021 2020 2019 2021 2020 2019 Derivatives designated as cash flow hedges Cross-currency swap agreements $ 4 $ (12) $ 7 $ 7 $ (15) $ 5 $ — $ — $ 1 Interest rate swaps — (5) 5 — — — — — — Derivatives designated as net investment hedges Cross-currency swap agreements 84 (81) 55 — — — 6 9 10 Total $ 88 $ (98) $ 67 $ 7 $ (15) $ 5 $ 6 $ 9 $ 11 The pre-tax gain (loss) recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments was a loss of $1 million, a gain of $1 million and a loss of $9 million for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are recorded in Foreign currency (gain) loss on our 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. In 2021, in preparation for the spin-off, we novated (or transferred) cross-currency swaps that were recorded as a liability with a fair value of approximately $28 million to GXO, as well as the associated amounts in AOCI. 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 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 Cash flows from operating activities of continuing operations on our Consolidated Statements of Cash Flows. Prior to the spin-off, we entered 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 accounted for them as cash flow hedges. Gains and losses resulting from the change in the fair value of the cross-currency swaps was initially recognized in AOCI and reclassified to Foreign currency (gain) loss to offset the foreign exchange impact in earnings created by settling intercompany loans. Cash flows related to these cash flow hedges was included in Cash flows from operating activities of continuing operations on our 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 outstanding interest rate swaps mature in 2022. 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 Cash flows from operating activities of continuing operations on our Consolidated Statements of Cash Flows. Foreign Currency Option and Forward Contracts We periodically 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 periodically use foreign currency forward contracts to mitigate exposure from intercompany loans that are not designated as permanent and can create volatility in earnings. Generally, the foreign currency contracts (both option and forward contracts) are not designated as qualifying hedging instruments. 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. We had no outstanding contracts as of December 31, 2021 and December 31, 2020. Gains or losses on the contracts are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income. Cash flows related to the foreign currency contracts are included in Cash flows from investing activities of continuing operations on our Consolidated Statements of Cash Flows, consistent with the nature and purpose for which these derivatives were acquired. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt December 31, 2021 December 31, 2020 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ — $ — $ 200 $ 200 Term loan facilities 2,003 1,977 2,003 1,974 6.50% Senior notes due 2022 — — 1,200 1,195 6.125% Senior notes due 2023 — — 535 531 6.75% Senior notes due 2024 — — 1,000 989 6.25% Senior notes due 2025 1,150 1,141 1,150 1,138 6.70% Senior debentures due 2034 300 214 300 210 Borrowings related to securitization program — — 24 24 Finance leases, asset financing and other 240 240 260 260 Total debt 3,693 3,572 6,672 6,521 Short-term borrowings and current maturities of long-term debt 58 58 1,286 1,281 Long-term debt $ 3,635 $ 3,514 $ 5,386 $ 5,240 The fair value of our debt and classification in the fair value hierarchy was as follows: (In millions) Fair Value Level 1 Level 2 December 31, 2021 $ 3,811 $ 1,571 $ 2,240 December 31, 2020 6,908 4,429 2,479 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. Our principal payment obligations on debt (excluding finance leases) for the next five years and thereafter was as follows: (In millions) 2022 2023 2024 2025 2026 Thereafter Principal payments on debt $ — $ — $ 1 $ 3,153 $ 1 $ 301 ABL Facility In 2015, we entered into the ABL Facility that provided commitments of up to $1.0 billion with a maturity date of October 30, 2020. In April 2019, we amended the ABL Facility including: (i) increasing the commitments to $1.1 billion, (ii) extending the maturity date to April 30, 2024, subject to springing maturity if some of our senior notes reach specified levels set in the credit agreement and (iii) reducing the interest rate margin. In July 2021, we amended the ABL Facility to reduce the commitments from $1.1 billion to $1.0 billion. There were no other significant changes made to the terms of the facility. We can issue up to $350 million of letters of credit under the ABL Facility. Our availability under the ABL Facility is equal to the borrowing base less advances and outstanding letters of credit. Our borrowing base includes a fixed percentage of: (i) our eligible U.S. and Canadian accounts receivable; plus (ii) any of our eligible U.S. and Canadian rolling stock and equipment. A maximum of 20% of our borrowing base can be equipment and rolling stock in the aggregate. As of December 31, 2021, our borrowing base was $1.0 billion and our availability was $995 million after considering outstanding letters of credit of $5 million. As of December 31, 2021, we were in compliance with the ABL Facility’s financial covenants. Our loans under the ABL Facility bear interest at a rate equal to: LIBOR or base rate plus (i) an applicable margin of 1.25% to 1.50% for LIBOR loans or (ii) 0.25% to 0.50%, for base rate loans. The ABL Facility is secured on a first lien basis by the assets of the credit parties as priority collateral and on a second lien basis by certain other assets. The priority collateral consists primarily of our U.S. and Canadian accounts receivable and any of our U.S. and Canadian rolling stock and equipment included in our borrowing base. The ABL Facility contains representations and warranties, affirmative and negative covenants, and events of default customary for agreements of this nature. The covenants in the ABL Facility can limit our ability to incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. We may also be required to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Facility) of not less than 1.00 if availability under the ABL Facility is below certain thresholds. As of December 31, 2021, we were compliant with this financial covenant. Letters of Credit Facility In 2020, we entered into a $200 million uncommitted secured evergreen letter of credit facility. The letter of credit facility had an initial one-year term, which automatically renewed for an additional year, and may automatically renew with one-year terms until the letter of credit facility terminates. As of December 31, 2021, we have issued $198 million in aggregate face amount of letters of credit under the facility. Term Loan Facilities In 2015, we entered into a Term Loan Credit Agreement that provided for a single borrowing of $1.6 billion. We amended the Term Loan Credit Agreement in 2019 to include a new tranche of term loans (the “Incremental Term Loan Facility”), to reduce the interest rates and to extend the maturity dates. Net proceeds from borrowings under the Incremental Term Loan Facility were used for general corporate purposes, including to fund purchases of our common stock described in Note 14—Stockholders’ Equity. The loans under the Incremental Term Loan Facility were issued at a price of 99.50% of par. In 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, as amended, are as follows: December 31, 2020 (In millions) December 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 2021 due to this amendment. The interest rate on our term loan facility was 1.85% as of December 31, 2021. We must prepay an aggregate principal amount of the term loan facility equal to (a) 50% of any Excess Cash Flow, as defined in the agreement, for the most recent fiscal year ended, minus (b) the sum of (i) all voluntary prepayments of loans during the fiscal year and (ii) all voluntary prepayments of loans under the ABL Facility or any other revolving credit facilities during the fiscal year if accompanied by a corresponding permanent reduction in the commitments under the credit agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), if such prepayments are funded with internally generated cash flow, as defined in the agreement. If our Consolidated Secured Net Leverage Ratio, as defined in the agreement, for the fiscal year was less than or equal to 3.00:1.00 and greater than 2.50:1.00, the Excess Cash Flow percentage will be 25%. If our Consolidated Secured Net Leverage Ratio for the fiscal year was less than or equal to 2.50:1.00, the Excess Cash Flow percentage will be 0%. The remaining principal is due at maturity. As of December 31, 2021, our Consolidated Secured Net Leverage Ratio was less than 2.50:1.00, and no excess cash payment was required. Senior Notes In the third quarter of 2021, we redeemed our outstanding 6.125% senior notes due 2023 (“Senior Notes due 2023”) and our outstanding 6.75% senior notes due 2024 (“Senior Notes due 2024”). The Senior Notes due 2024 were originally issued in 2019 and the proceeds were used to repay our outstanding obligation under the Unsecured Credit Facility described below and to finance a portion of our share repurchases described in Note 14—Stockholders’ Equity. The redemption price for the Senior Notes due 2023 was 100.0% of the principal amount, plus accrued and unpaid interest and the redemption price for the Senior Notes due 2024 was 103.375% of the principle amount, plus accrued and unpaid interest. We paid for the redemption using cash received from GXO of approximately $794 million, proceeds from an equity offering described in Note 14—Stockholders’ Equity and available cash. We recorded debt extinguishment losses of $3 million and $43 million in 2021 related to the redemption of the Senior Notes due 2023 and Senior Notes due 2024, respectively. In January 2021, we redeemed our outstanding 6.50% senior notes due 2022 (“Senior Notes due 2022”) that were originally issued in 2015. 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, including the net proceeds from the issuance of our 6.25% senior notes due 2025 (“Senior Notes due 2025”) as described below. We recorded a debt extinguishment loss of $5 million in 2021 due to this redemption. In 2020, we completed private placements of $1.15 billion aggregate principal amount of Senior Notes due 2025. The Senior Notes due 2025 mature on May 1, 2025 and bear interest at a rate of 6.25% per annum. Interest on the notes is paid semi-annually. A total of $850 million of the notes were issued at par, and $300 million of the notes were issued subsequently at 101.75% of face value. Net proceeds from the notes were initially invested in cash and cash equivalents and were subsequently used in 2021 to redeem our outstanding Senior Notes due 2022 as described above. The senior notes are guaranteed by each of our direct and indirect wholly-owned restricted subsidiaries (other than some excluded subsidiaries) that are obligors under, or guarantee obligations under, our ABL Facility or existing Term Loan facility or guarantee certain of our capital markets indebtedness or any guarantor of the senior notes. The senior notes and its guarantees are unsecured, unsubordinated indebtedness for us and our guarantors. The senior notes contain covenants customary for notes of this nature. Senior Debentures We assumed in conjunction with an acquisition 6.70% Senior Debentures due 2034 (the “Senior Debentures”) with an aggregate principal amount of $300 million. The Senior Debentures bear interest payable semiannually, in cash in arrears, and mature on May 1, 2034. Including amortization of the fair value adjustment recorded on the acquisition date, interest expense on the Senior Debentures is recognized at an annual effective interest rate of 10.96%. Trade Securitization Program As discussed in Note 2—Basis of Presentation and Significant Accounting Policies, our European business participates in a trade receivables securitization program. The program contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables. These borrowings are owed to the program’s Purchasers and are included in short-term debt until they are repaid in the following month’s settlement. We had no such borrowings outstanding as of December 31, 2021 and had borrowings of €20 million ($24 million) as of December 31, 2020. Unsecured Credit Facility In December 2018, we entered into a $500 million unsecured credit facility (“Unsecured Credit Facility”). As of December 31, 2018, we had borrowed $250 million under the Unsecured Credit Facility. We borrowed an additional $250 million in January 2019. We used the proceeds of both borrowings to finance a portion of our share repurchases described in Note 14—Stockholders’ Equity. In connection with the issuance of the Senior Notes due 2024 described above, we repaid our outstanding obligations under the Unsecured Credit Facility and terminated it in February 2019. We recorded a debt extinguishment loss of $5 million in 2019 in connection with this repayment. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Benefit Pension Plans We sponsor both funded and unfunded defined benefit pension plans for some employees in the U.S. These pension plans include qualified plans that are eligible for beneficial treatment under the Internal Revenue Code and non-qualified plans that provide additional benefits for employees who are impacted by limitations on compensation eligible for benefits available under the qualified plans. Prior to the spin-off of GXO, the pension plan for some employees in the United Kingdom was sold to a GXO entity and GXO paid approximately £26 million (approximately $34 million) to XPO, which represented the value of the net assets at the date of the sale. In connection with this transaction, approximately $82 million of accumulated other comprehensive income, net of tax, was transferred to GXO. We also maintain defined benefit pension plans for some of our foreign subsidiaries that are excluded from the disclosures below due to their immateriality. The information below excludes the results of the pension plan that was sold to GXO. We measure defined benefit pension plan obligations based on the present value of projected future benefit payments for all participants for services rendered to date. The projected benefit obligation is a measure of benefits attributed to service to date, assuming that the plan continues in effect and that estimated future events (including turnover and mortality) occur. We determine the net periodic benefit costs using assumptions regarding the projected benefit obligation and the fair value of plan assets as of the beginning of the year. Net periodic benefit costs are recorded in Other income on our Consolidated Statements of Income. We calculate the funded status of the defined benefit pension plans, which represents the difference between the projected benefit obligation and the fair value of plan assets, on a plan-by-plan basis. Funded Status of Defined Benefit Pension Plans The reconciliation of the changes in the plans’ projected benefit obligations as of December 31 was as follows: (In millions) 2021 2020 Projected benefit obligation at beginning of year $ 2,052 $ 1,862 Interest cost 39 54 Actuarial (gain) loss (82) 216 Benefits paid (84) (80) Projected benefit obligation at end of year $ 1,925 $ 2,052 The actuarial gain in 2021 was a result of assumption changes, including an increase in the discount rate, updated mortality projection scales and other assumptions for plan participants. The reconciliation of the changes in the fair value of plan assets as of December 31 was as follows: (In millions) 2021 2020 Fair value of plan assets at beginning of year $ 2,062 $ 1,863 Actual return on plan assets 25 274 Employer contributions 6 5 Benefits paid (84) (80) Fair value of plan assets at end of year $ 2,009 $ 2,062 The funded status of the plans as of December 31 was as follows: (In millions) 2021 2020 Funded status at end of year $ 84 $ 10 Amount recognized in balance sheet: Long-term assets $ 156 $ 88 Current liabilities (5) (5) Long-term liabilities (67) (73) Net pension asset recognized $ 84 $ 10 Plans with projected and accumulated benefit obligation in excess of plan assets: Projected and accumulated benefit obligation (1) $ 72 $ 78 (1) Relates to our non-qualified plans which are unfunded. The funded status of our qualified plans and non-qualified plans was $156 million and $(72) million, respectively, as of December 31, 2021. The actuarial loss included in AOCI that has not yet been recognized in net periodic benefit expense was $43 million and $50 million, respectively, as of December 31, 2021 and 2020. The net periodic benefit cost and amounts recognized in Other comprehensive income (loss) for the years ended December 31 was as follows: (In millions) 2021 2020 2019 Net periodic benefit (income) expense: Interest cost $ 39 $ 54 $ 66 Expected return on plan assets (101) (102) (90) Amortization of actuarial loss 1 — — Net periodic benefit income $ (61) $ (48) $ (24) Amounts recognized in Other comprehensive income (loss): Actuarial (gain) loss $ (7) $ 45 $ (49) Reclassification of recognized AOCI gain due to settlements — — — (Gain) loss recognized in Other comprehensive income (loss) $ (7) $ 45 $ (49) The weighted-average assumptions used to determine the net periodic benefit costs and benefit obligations for the year ended December 31 were as follows: Qualified Plans Non-Qualified Plans 2021 2020 2019 2021 2020 2019 Discount rate - net periodic benefit costs 1.96 % 2.96 % 4.08% 1.11% - 1.71% 2.40% - 2.78% 3.65% - 3.95% Discount rate - benefit obligations 2.84 % 2.48 % 3.35% 2.19% - 2.72% 1.62% - 2.30% 2.72% - 3.20% Expected long-term rate of return on plan assets 5.00 % 5.60 % 5.80% No rate of compensation increase was assumed as the plans are frozen to additional participant benefit accruals. We use a full yield curve approach to estimate the interest cost component of net periodic benefit cost by applying specific spot rates along the yield curve used to determine the benefit obligation to each of the underlying projected cash flows based on time until payment. Expected benefit payments for the defined benefit pension plans for the years ended December 31 are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates. (In millions) 2022 2023 2024 2025 2026 2027-2030 Expected benefit payments $ 94 $ 97 $ 100 $ 102 $ 104 $ 532 Plan Assets We manage the assets in the U.S. plans using a long-term liability-driven investment strategy that seeks to mitigate the funded status volatility by increasing participation in fixed income investments as the plan’s funded status increases. We developed this strategy by analyzing a variety of diversified asset-class combinations with the projected liabilities. Our current investment strategy is to achieve an investment mix of approximately 88% in fixed income securities and 12% of investments in equity securities. The fixed income allocation consists primarily of domestic fixed income securities and targets to hedge more than 95% of domestic projected liabilities. The target allocations for equity securities includes approximately 50% in U.S. equities and approximately 50% in non-U.S. equities. Investments in equity and fixed income securities consist of individual securities held in managed separate accounts and commingled investment funds. Generally, our investment strategy does not include an allocation to cash and cash equivalents, but a cash allocation may arise periodically in response to timing considerations regarding contributions, investments, and the payment of benefits and eligible plan expenses. We periodically evaluate our defined benefit plans’ asset portfolios for significant concentrations of risk. Types of investment concentration risks that are evaluated include concentrations in a single issuer, specific security, asset class, credit rating, duration, industry/sector, currency, foreign country or individual fund manager. As of December 31, 2021, our defined benefit plan assets had no significant concentrations of risk. Our investment policy does not allow investment managers to use market-timing strategies or financial derivative instruments for speculative purposes but financial derivative instruments are used to manage risk and achieve stated investment objectives for duration, yield curve, credit, foreign exchange and equity exposures. Generally, our investment managers are prohibited from short selling, trading on margin, and trading commodities, warrants or other options, except when acquired as a result of the purchase of another security, or in the case of options, when sold as part of a covered position. The assumption of 5.00% for the overall expected long-term rate of return on plan assets in 2021 was developed using asset allocation and return expectations. The return expectations are created using long-term historical and expected returns for the various asset classes and current market expectations for inflation, interest rates and economic growth. The fair values of investments held in the qualified pension plans by major asset category as of December 31, 2021 and 2020, and the percentage that each asset category comprises of total plan assets were as follows: (Dollars in millions) Level 1 Level 2 Not Subject to Leveling (1) Total Percentage of Plan Assets December 31, 2021 Cash and cash equivalents: Short-term investment fund $ — $ — $ 34 $ 34 1.7 % Equity: U.S. large companies — — 107 107 5.3 % U.S. small companies — — 17 17 0.8 % International 47 — 82 129 6.4 % Fixed income securities 406 1,310 6 1,722 85.8 % Total plan assets $ 453 $ 1,310 $ 246 $ 2,009 100.0 % December 31, 2020 Cash and cash equivalents: Short-term investment fund $ — $ — $ 37 $ 37 1.8 % Equity: U.S. large companies — — 136 136 6.6 % U.S. small companies — — 33 33 1.6 % International 53 — 102 155 7.5 % Fixed income securities 425 1,274 1 1,700 82.5 % Derivatives — 1 — 1 — % Total plan assets $ 478 $ 1,275 $ 309 $ 2,062 100.0 % (1) Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total defined benefit pension plan assets. For the periods ended December 31, 2021 and 2020, we had no investments held in the pension plans within Level 3 of the fair value hierarchy. Our common stock was not a plan asset as of December 31, 2021 or 2020. The non-qualified plans are unfunded. Funding Our funding practice is to evaluate our tax and cash position, and the funded status of our plans, in determining our planned contributions. We estimate that we will contribute $5 million to our non-qualified plans in 2022 but this could change based on variations in interest rates, asset returns and other factors. Defined Contribution Retirement Plans Our costs for defined contribution retirement plans were $60 million, $57 million and $57 million for the years ended December 31, 2021, 2020 and 2019, respectively. Postretirement Medical Plan We provide health benefits through a postretirement medical plan for eligible employees hired before 1993 (the “Postretirement Plan”). Funded Status of Postretirement Medical Plan The reconciliation of the changes in the plan’s benefit obligation and the determination of the amounts recognized on our Consolidated Balance Sheets were as follows: As of December 31, (In millions) 2021 2020 Projected benefit obligation at beginning of year $ 44 $ 41 Interest cost on projected benefit obligation 1 1 Actuarial loss — 4 Participant contributions 1 1 Benefits paid (5) (3) Projected and accumulated benefit obligation at end of year $ 41 $ 44 Funded status of the plan $ (41) $ (44) Amounts recognized in the balance sheet consist of: Current liabilities $ (3) $ (3) Long-term liabilities (38) (41) Net amount recognized $ (41) $ (44) Discount rate assumption as of December 31 2.67 % 2.20 % The amounts included in AOCI that have not yet been recognized in net periodic benefit income (expense) and the net periodic benefit income (expense) for the postretirement plan were not material in any of the periods presented. The discount rates assumptions used to calculate the interest cost were 1.56% - 2.34%, 2.66% - 3.22% and 3.87% - 4.36% for the years ended December 31, 2021, 2020 and 2019, respectively. Expected benefit payments, which reflect expected future service, as appropriate, for the years ended December 31 are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates. (In millions) 2022 2023 2024 2025 2026 2027-2030 Expected benefit payments $ 3 $ 3 $ 3 $ 4 $ 3 $ 14 |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholders’ Equity Our Board of Directors is authorized to establish one or more series of preferred stock. 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 were 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 ranked senior to our common stock with respect to dividend and liquidation rights. Our preferred stock paid 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. Our preferred stock was not redeemable. 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 (“JPE”), 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. The $22 million was reflected as a preferred stock conversion charge in 2020 in the accompanying consolidated financial statements. 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 2021, the remaining 1,015 preferred shares were exchanged, and we issued 0.1 million shares of common stock. With respect to the warrants, in 2021, 9.8 million warrants were exchanged, and we issued 9.2 million shares of common stock. These exchanges were intended to simplify our equity capital structure, including in contemplation of the spin-off of our Logistics segment. As of December 31, 2021, there were no shares of preferred stock or warrants outstanding. Share Issuance In July 2021, we completed a registered underwritten offering of 5.0 million shares of our common stock at a public offering price of $138.00 per share, plus an additional 750,000 shares of our common stock through an option granted to underwriters. Of the 5.0 million shares, we offered 2.5 million shares directly and 2.5 million shares were offered by JPE. The additional 750,000 purchased shares were also split equally between us and JPE. We received approximately $384 million of proceeds, net of fees and expenses, from the sale of the shares and used them to repay a portion of our outstanding borrowings and for general corporate purposes. XPO did not receive any proceeds from the sale of shares by JPE. Share Repurchases In December 2018, our Board of Directors authorized the repurchase of up to $1 billion of our common stock, which was completed in the first quarter of 2019. The share repurchases were funded by our Unsecured Credit Facility and available cash. In February 2019, our Board of Directors authorized additional repurchases of up to $1.5 billion of our common stock. The 2019 authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business conditions, market conditions, alternative investment opportunities and funding considerations. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. The share purchases under this program have been funded by our available cash and proceeds from our 2019 debt offerings. There were no share repurchases in 2021. Our remaining share repurchase authorization as of December 31, 2021 is $503 million. Information regarding our shares repurchased, based on settlement date, in 2020 and 2019 were as follows: Years Ended December 31, (In millions, except per share data) 2020 2019 Shares purchased and retired 2 25 Aggregate value $ 114 $ 1,347 Average price per share $ 66.58 $ 53.41 Remaining authorization $ 503 $ 617 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We grant various types of stock-based compensation awards to directors, officers and key employees under our 2016 incentive plan. These awards include stock options, restricted stock, restricted stock units, performance-based units, cash incentive awards and other equity-related awards (collectively, “Awards”). As a result of the spin-off and in accordance with plan rules, the shares remaining for future issuance under the 2016 plan were equitably adjusted. With this adjustment, up to 7.2 million shares of our common stock have been authorized for issuance as Awards. Shares awarded may consist of authorized and unissued shares or treasury shares. The 2016 plan will terminate on May 15, 2029, unless terminated earlier by our Board of Directors. As of December 31, 2021, 1.7 million shares of our common stock were available for the grant of Awards under the 2016 plan. In connection with the spin-off, stock-based compensation awards that were previously granted to GXO’s employees and directors under XPO’s incentive plan were converted to awards issued under GXO’s incentive plan. Additionally, in order to preserve the value of the awards held by employees continuing with XPO following the spin-off, the number of outstanding shares underlying the awards were adjusted using the ratio and methodology outlined in the EMA. The ratio was based on the closing price per share of XPO common stock on July 30, 2021 compared to the closing price per share of XPO common stock on August 2, 2021. The strike prices of options were similarly adjusted as outlined in the EMA. The impact of these adjustments on the number of awards outstanding is included in the effect of spin-off activity in the tables below. The modification of these awards in connection with the spin-off did not result in incremental compensation cost. Our employee stock purchase plan offers eligible employees, excluding our executive officers and directors, the right to purchase our common stock up to 10% of each employee’s compensation. Shares are purchased at 5% below fair market value on the last trading day of each six-month offering period. The plan authorizes the purchase of up to two million shares of our common stock. The plan will terminate in October 2027, unless terminated earlier by our Board of Directors. We do not recognize stock-based compensation expense as the plan is non-compensatory. At December 31, 2021, two million shares of our common stock were available for purchase under the plan. Our stock-based compensation expense is recorded in SG&A on our Consolidated Statements of Income: Years ended December 31, (In millions) 2021 2020 2019 Restricted stock and restricted stock units $ 28 $ 32 $ 24 Performance-based restricted stock units 9 2 5 Cash-settled performance-based restricted stock units — 7 27 Total stock-based compensation expense $ 37 $ 41 $ 56 Tax benefit on stock-based compensation $ (5) $ (13) $ (2) Stock Options Our stock options typically vest over three A summary of stock option award activity for the year ended December 31, 2021 is presented below: Stock Options Number of Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Term Outstanding as of December 31, 2020 (1) 42,755 $ 21.01 3.36 Granted (2) — — Exercised (51,783) 14.62 Forfeited — — Effect of spin-off (3) 15,636 NM Outstanding as of December 31, 2021 6,608 $ 9.80 0.93 Options exercisable as of December 31, 2021 6,608 $ 9.80 0.93 NM - Not meaningful (1) Outstanding awards at December 31, 2020 includes awards that were subsequently converted to awards issued under GXO’s incentive plan. (2) The above table excludes stock option awards that were granted in 2021 that subsequently converted to awards issued under GXO’s incentive plan. (3) Represents the net impact of (i) adjustments made to preserve the value of awards immediately before and after the spin-off, and (ii) the conversion of certain awards to awards issued under GXO’s incentive plan. The intrinsic value of options outstanding and exercisable as of December 31, 2021 was less than $1 million. The total intrinsic value of options exercised during 2021, 2020 and 2019 was $4 million, $56 million and $6 million, respectively. The total cash received from options exercised during 2021, 2020 and 2019 was $2 million, less than $1 million and $1 million, respectively. Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units We grant RSUs and PRSUs to our key employees, officers and directors with various vesting requirements. RSUs generally vest based on the passage of time (service conditions) and PRSUs generally vest based on the achievement of our financial targets (performance conditions). PRSUs may also be subject to stock price (market conditions), employment conditions and other non-financial conditions. The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until the shares are issued and delivered in settlement of the awards. The number of RSUs and PRSUs vested includes shares of our common stock that we withheld on behalf of our employees to satisfy the minimum tax withholdings. We estimate the fair value of PRSUs subject to market-based vesting conditions using a Monte Carlo simulation lattice model. A summary of RSU and PRSU award activity for the year ended December 31, 2021 is presented below: RSUs PRSUs Number of Weighted-Average Grant Date Fair Value Number of PRSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2020 (1) 1,615,812 $ 67.43 1,856,561 $ 45.39 Granted 839,372 87.13 70,954 80.67 Vested (578,216) 68.31 (22,617) 75.00 Forfeited and canceled (337,312) 105.04 (597,739) 44.19 Effect of spin-off (2) (78,046) NM 699,076 NM Outstanding as of December 31, 2021 1,461,610 $ 54.81 2,006,235 $ 46.19 NM - Not meaningful (1) Outstanding awards at December 31, 2020 includes awards that were subsequently converted to awards issued under GXO’s incentive plan. (2) Represents the net impact of (i) adjustments made to preserve the value of awards immediately before and after the spin-off, and (ii) the conversion of certain awards to awards issued under GXO’s incentive plan. The total fair value of RSUs that vested during 2021, 2020 and 2019 was $69 million, $64 million and $13 million, respectively. All of the outstanding RSUs as of December 31, 2021 vest subject to service conditions. The total fair value of PRSUs that vested during 2021, 2020 and 2019 was $2 million, $8 million and $23 million, respectively. Of the outstanding PRSUs as of December 31, 2021, 1,700,480 vest subject to service and a combination of market and performance conditions, 283,764 vest subject to service and performance conditions and 21,991 vest subject to service and market conditions. As of December 31, 2021, unrecognized compensation cost related to non-vested RSUs and PRSUs of $69 million is anticipated to be recognized over a weighted-average period of approximately 2.64 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) from continuing operations before taxes related to our U.S. and foreign operations was as follows: Years Ended December 31, (In millions) 2021 2020 2019 U.S. $ 420 $ 45 $ 286 Foreign (10) (80) 15 Income (loss) from continuing operations before income tax provision (benefit) $ 410 $ (35) $ 301 The income tax provision (benefit) is comprised of the following: Years Ended December 31, (In millions) 2021 2020 2019 Current: U.S. Federal $ 56 $ 30 $ (3) State 13 7 1 Foreign 13 16 22 Total current income tax provision $ 82 $ 53 $ 20 Deferred: U.S. Federal $ (10) $ (40) $ 52 State (7) (3) 4 Foreign 22 (32) (16) Total deferred income tax provision (benefit) 5 (75) 40 Total income tax provision (benefit) $ 87 $ (22) $ 60 The effective tax rate reconciliations were as follows: Years Ended December 31, 2021 2020 2019 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of U.S. federal benefit 2.4 (7.4) 1.2 Foreign operations (1) 10.3 16.9 (1.1) Contribution- and margin-based taxes 1.2 (22.4) 2.8 Changes in uncertain tax positions (2.1) (10.8) (1.6) Non-deductible compensation 1.8 (0.4) 0.1 Provision to return adjustments 1.2 11.4 (1.4) Effect of law changes (1.0) (3.9) 0.8 Stock-based compensation (1.4) 42.0 (0.9) Long-term capital loss (11.0) — — Other (2) (1.1) 17.0 (1.2) Effective tax rate 21.3 % 63.4 % 19.7 % (1) Foreign operations include the net impact of changes to valuation allowances, the cost of inclusion of foreign income in the U.S. net of foreign taxes, the impact of foreign tax rate differences from the U.S. Federal rate and permanent items related to foreign operations. (2) In the year ended December 31, 2020, the impact of “Other” on the effective tax rate was disproportionately high compared to 2019 and 2021 due to the low income (loss) from continuing operations before income tax provision (benefit) in 2020. For 2020, “Other” is primarily comprised of 7.7% of U.S. Federal tax credits, 6.5% of U.S. Federal tax permanent adjustments, and 2.7% of changes in valuations allowance. Components of the Net Deferred Tax Asset or Liability The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred tax liability were as follows: Years Ended December 31, (In millions) 2021 2020 Deferred tax asset Net operating loss and other tax attribute carryforwards $ 77 $ 72 Accrued expenses 60 87 Pension and other retirement obligations — 21 Other 46 69 Total deferred tax asset 183 249 Valuation allowance (37) (40) Total deferred tax asset, net 146 209 Deferred tax liability Intangible assets (172) (194) Property and equipment (252) (256) Pension and other retirement obligations (6) — Other (24) (38) Total deferred tax liability (454) (488) Net deferred tax liability $ (308) $ (279) The deferred tax asset and deferred tax liability above are reflected on our Consolidated Balance Sheets as follows: December 31, (In millions) 2021 2020 Other long-term assets $ 8 $ 7 Deferred tax liability (316) (286) Net deferred tax liability $ (308) $ (279) Operating Loss and Tax Credit Carryforwards Our operating loss and tax credit carryforwards were as follows: December 31, (In millions) Expiration Date 2021 2020 Federal net operating losses for all U.S. operations (including those of minority owned subsidiaries) 2033 - 2037 (1) $ 14 $ 22 Federal long-term capital loss carryforwards 2027 126 — Tax effect (before federal benefit) of state net operating losses Various times starting in 2022 (1) 24 26 Federal tax credit carryforwards Various times starting in 2032 1 — State tax credit carryforward Various times starting in 2022 (1) 3 4 Foreign net operating losses available to offset future taxable income Various times starting in 2022 (1) 93 189 (1) Some credits and losses have unlimited carryforward periods. Valuation Allowance We established a valuation allowance for some of our deferred tax assets, as it is more likely than not that these assets will not be realized in the foreseeable future. We concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets. The balances and activity related to our valuation allowance were as follows: (In millions) Beginning Balance Additions Reductions Ending Balance Year Ended December 31, 2021 $ 40 $ 43 $ (46) $ 37 Year Ended December 31, 2020 33 8 (1) 40 Year Ended December 31, 2019 38 3 (8) 33 Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, (In millions) 2021 2020 2019 Beginning balance $ 17 $ 15 $ 20 Additions for tax positions of the current period — — — Additions for tax positions of prior years — 5 3 Reductions for tax positions of prior years (1) (1) (7) Settlements with tax authorities (1) (1) (1) Reductions due to the statute of limitations (7) (1) — Currency translation adjustment — — — Ending balance $ 8 $ 17 $ 15 Interest and penalties 5 6 6 Gross unrecognized tax benefits $ 13 $ 23 $ 21 Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year $ 8 $ 17 $ 15 We could reflect a reduction to unrecognized tax benefits of up to $1 million over the next 12 months due to the statute of limitations lapsing on positions or because tax positions are sustained on audit. We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2021, we have no tax years under examination by the IRS. We have various U.S. state and local examinations and non-U.S. examinations in process. The U.S. federal tax returns after 2008, state and local returns after 2013, and non-U.S. returns after 2010 are open under relevant statutes of limitations and are subject to audit. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
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 and 2019 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 14—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: Years Ended December 31, (In millions, except per share data) 2021 2020 2019 Basic earnings (loss) per common share Income (loss) from continuing operations $ 323 $ (13) $ 241 Net loss from continuing operations attributable to noncontrolling interests — 3 — Net income (loss) from continuing operations attributable to XPO 323 (10) 241 Preferred stock conversion charge — (22) — Series A preferred stock dividends — (3) (3) Non-cash allocation of undistributed earnings — (6) (37) Net income (loss) from continuing operations attributable to common shares $ 323 $ (41) $ 201 Income from discontinued operations, net of taxes $ 18 $ 130 $ 199 Net income from discontinued operations attributable to noncontrolling interests (5) (10) (21) Net income from discontinued operations attributable to common shares $ 13 $ 120 $ 178 Net income (loss) from continuing operations attributable to common shares, basic $ 323 $ (41) $ 201 Net income from discontinued operations attributable to common shares, basic 13 120 178 Net income attributable to common shares, basic $ 336 $ 79 $ 379 Basic weighted-average common shares 112 92 96 Basic earnings (loss) from continuing operations per share $ 2.88 $ (0.45) $ 2.09 Basic earnings from discontinued operations per share 0.11 1.32 1.86 Basic earnings per share $ 2.99 $ 0.87 $ 3.95 Diluted earnings (loss) per common share Net income (loss) from continuing operations attributable to common shares, diluted $ 323 $ (41) $ 201 Net income from discontinued operations attributable to common shares, diluted 13 120 178 Net income attributable to common shares, diluted $ 336 $ 79 $ 379 Basic weighted-average common shares 112 92 96 Dilutive effect of stock-based awards and warrants 2 — 10 Diluted weighted-average common shares 114 92 106 Diluted earnings (loss) from continuing operations per share $ 2.82 $ (0.45) $ 1.89 Diluted earnings from discontinued operations per share 0.11 1.32 1.68 Diluted earnings per share $ 2.93 $ 0.87 $ 3.57 Potential common shares excluded — 20 10 Certain shares were not included in the computation of diluted earnings (loss) per share because the effect was anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 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. Intermodal Drayage Classification Claims Certain of our intermodal drayage subsidiaries are defendants in class action litigations brought by independent contract carriers in California who contracted with these subsidiaries. In these cases, the contract carriers assert that they should be classified as employees, rather than independent contractors. In two related cases pending in Federal District Court in Los Angeles , Alvarez v. XPO Logistics Cartage, LLC and Arrellano v. XPO Port Services, Inc. , the Court has certified classes beginning in April 2016 and March 2013, respectively. Plaintiffs allege that defendants exercised an impermissible degree of control over plaintiffs’ operations through the terms of the parties’ contracts and defendants’ policies, including enforcement of requirements imposed on motor carriers by state and federal law. The particular claims asserted vary from case to case but generally include claims that, should the contract carriers be determined to be employees, they would be entitled to reimbursement for unpaid wages and/or minimum wage, unpaid wages for missed meal and rest periods, reimbursement of certain of the contract carriers’ business expenses (including fuel and insurance related costs), Labor Code penalties under California’s Private Attorneys General Act, and attorneys’ fees and costs associated with bringing the action. Defendants mounted a vigorous defense on the merits of plaintiffs’ claims, including as to whether the plaintiffs met the applicable test for the threshold issue of employment classification. Trial in both cases was scheduled to begin September 7, 2021. In August 2021, the parties held a mediation at which a tentative settlement was reached in both actions. Subject to the Court’s approval, we have agreed to pay the plaintiff class in the Alvarez case a total of $20 million, which includes all attorneys’ fees and other costs. We have agreed to pay the plaintiff class in the Arrellano case a total of $9.5 million, which includes all attorneys’ fees and other costs. We accrued for both settlements in the third quarter of 2021. Under the terms of both settlement agreements, we do not have to reclassify our contractors as employees and the plaintiff classes have agreed to release us from all liability from the inception of each respective class period through December 31, 2021. All parties involved have agreed to dismiss all claims and counterclaims with prejudice, and the settlement agreements do not contain any admission of liability, wrongdoing or responsibility by any of the parties. The Court granted preliminary approval of the settlements on October 8, 2021, and pursuant to the settlement agreements, the company provided the settlement funds to the third-party class administrators in December 2021. On January 10, 2022, following a hearing, the Court granted final approval of the settlements. Plaintiffs’ motions for attorneys’ fees and incentive awards have been taken under submission, so final judgment has not yet been entered, but the company currently expects distribution of funds to class members to occur in the first half of 2022. Shareholder Litigation On December 14, 2018, a putative class action captioned Labul v. XPO Logistics, Inc. et al. , was filed in the U.S. District Court for the District of Connecticut against us and some of our current and former executives, alleging violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 20(a) of the Exchange Act, based on alleged material misstatements and omissions in our public filings with the U.S. Securities and Exchange Commission. On June 3, 2019, lead plaintiffs Local 817 IBT Pension Fund, Local 272 Labor-Management Pension Fund, and Local 282 Pension Trust Fund and Local 282 Welfare Trust Fund (together, the “Pension Funds”) filed a consolidated class action complaint. Defendants moved to dismiss the consolidated class action complaint on August 2, 2019. On November 4, 2019, the Court dismissed the consolidated class action complaint without prejudice to the filing of an amended complaint. The Pension Funds, on January 3, 2020, filed a first amended consolidated class action complaint against us and a current executive. Defendants moved to dismiss the first amended consolidated class action complaint on March 3, 2020. On March 19, 2021, the Court dismissed the first amended consolidated class action complaint with prejudice and closed the case. On April 29, 2021, the Pension Funds filed a notice of appeal, and the appellate process is ongoing. Also, on May 13, 2019, Adriana Jez filed a purported shareholder derivative action captioned Jez v. Jacobs, et al. , (the “Jez complaint”) in the U.S. District Court for the District of Delaware, alleging breaches of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of the Exchange Act against some of our current and former directors and officers, with the company as a nominal defendant. The Jez complaint was later consolidated with similar derivative complaints filed by purported shareholders Erin Candler and Kevin Rose under the caption In re XPO Logistics, Inc. Derivative Litigation. On December 12, 2019, the Court ordered plaintiffs to designate an operative complaint or file an amended complaint within 45 days. On January 27, 2020, plaintiffs designated the Jez complaint as the operative complaint in the consolidated cases. Defendants moved to dismiss the operative complaint on February 26, 2020. Rather than file a brief in opposition, on March 27, 2020, plaintiffs moved for leave to file a further amended complaint and to stay briefing on defendants’ motions to dismiss. The Court granted plaintiffs’ motion on July 6, 2020. On April 14, 2021, the Court issued an order staying proceedings pending resolution of an appeal in the Labul action. Plaintiffs stipulated that they will dismiss the shareholder derivative action with prejudice if the Labul dismissal is affirmed on appeal. We believe these suits are without merit and we intend to defend the company vigorously. We are unable at this time to determine the amount of the possible loss or range of loss, if any, that we may incur as a result of these matters. Insurance Contribution Litigation In April 2012, Allianz Global Risks US Insurance Company sued eighteen insurance companies in a case captioned Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al., Multnomah County Circuit Court (Case No. 1204-04552). Allianz sought contribution on environmental and product liability claims that Allianz agreed to defend and indemnify on behalf of its insured, Daimler Trucks North America (“DTNA”). Defendants had insured Freightliner’s assets, which DTNA acquired in 1981. Con-way, Freightliner’s former parent company, intervened. We acquired Con-way in 2015. Con-way and Freightliner had self-insured under fronting agreements with defendant insurers ACE, Westport, and General. Under those agreements, Con-way agreed to indemnify the fronting carriers for damages assessed under the fronting policies. Con-way’s captive insurer, Centron, was also a |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Our unaudited results of operations for each of the quarters in the years ended December 31, 2021 and 2020 are summarized below: (In millions, except per share data) First Second Quarter Third Quarter (2) Fourth Quarter 2021 Revenue $ 2,989 $ 3,186 $ 3,270 $ 3,361 Operating income 139 191 112 174 Income from continuing operations 63 113 21 126 Income (loss) from discontinued operations, net of taxes 55 45 (78) (4) Net income (loss) 118 158 (57) 122 Net income (loss) attributable to common shareholders: (1) Continuing operations 63 113 21 126 Discontinued operations 52 43 (78) (4) Net income (loss) attributable to common shareholders 115 156 (57) 122 Basic earnings (loss) per share: (1) Continuing operations 0.59 1.01 0.19 1.09 Discontinued operations 0.49 0.38 (0.69) (0.03) Basic earnings (loss) per share attributable to common shareholders 1.08 1.39 (0.50) 1.06 Diluted earnings (loss) per share: (1) Continuing operations 0.56 1.00 0.19 1.08 Discontinued operations 0.46 0.38 (0.68) (0.03) Diluted earnings (loss) per share attributable to common shareholders 1.02 1.38 (0.49) 1.05 (1) The sum of the quarterly Net income (loss) attributable to common shareholders and earnings (loss) per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective periods and because losses are not allocated to the Series A Preferred Stock in calculating earnings (loss) per share. (2) The third quarter of 2021 included a litigation settlement charge of $29 million. (In millions, except per share data) First Quarter (2) Second Quarter (3) Third Quarter Fourth Quarter (4) 2020 Revenue $ 2,459 $ 2,127 $ 2,675 $ 2,938 Operating income (loss) 38 (101) 138 153 Income (loss) from continuing operations (9) (107) 37 66 Income (loss) from discontinued operations, net of taxes 34 (27) 61 62 Net income (loss) 25 (134) 98 128 Net income (loss) attributable to common shareholders: (1) Continuing operations (11) (105) 28 34 Discontinued operations 32 (27) 56 59 Net income (loss) attributable to common shareholders 21 (132) 84 93 Basic earnings (loss) per share: (1) Continuing operations (0.11) (1.16) 0.30 0.37 Discontinued operations 0.34 (0.29) 0.63 0.64 Basic earnings (loss) per share attributable to common shareholders 0.23 (1.45) 0.93 1.01 Diluted earnings (loss) per share: (1) Continuing operations (0.11) (1.16) 0.27 0.33 Discontinued operations 0.34 (0.29) 0.56 0.58 Diluted earnings (loss) per share attributable to common shareholders 0.23 (1.45) 0.83 0.91 (1) The sum of the quarterly Net income (loss) attributable to common shareholders and earnings (loss) per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective periods and because losses are not allocated to the Series A Preferred Stock in calculating earnings (loss) per share. (2) The first quarter of 2020 included transaction and integration costs of $37 million. (3) The second quarter of 2020 included transaction and integration costs of $29 million and restructuring costs of $28 million. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires us to make estimates and assumptions that impact the amounts reported and disclosed in our consolidated financial statements and the accompanying notes. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Following the spin-off, we adopted a new format for our Consolidated Statements of Income to separately present depreciation and amortization expense, transaction and integration costs and restructuring costs from other operating expenses. We have recast prior year amounts to conform to the current year’s presentation. |
Consolidation | Consolidation Our consolidated financial statements include the accounts of XPO, our wholly-owned subsidiaries, and our majority-owned subsidiaries and variable interest entity (“VIE”) where we are the primary beneficiary. We have eliminated intercompany accounts and transactions. To determine if we are a primary beneficiary of a VIE, we evaluate whether we are able to direct the activities that significantly impact the VIE’s economic performance, including whether we control the operations of each VIE and whether we can operate the VIE under our brand or policies. Investors in the VIE only have recourse to the assets owned by the VIE and not to our general credit. We do not have implicit support arrangements with the VIE. We consolidate the VIE, which is comprised of the special purpose entity related to the European Trade Securitization Program discussed below in this Note and in Note 12—Debt. |
Revenue Recognition | Revenue Recognition We recognize revenue when we transfer control of promised products or services to customers in an amount equal to the consideration we expect to receive for those products or services. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. We generate revenue by providing less-than-truckload, truck brokerage and other transportation services for our customers. Additional services may be provided to our customers under their transportation contracts, including unloading and other incidental services. The transaction price is based on the consideration specified in the customer’s contract. A performance obligation is created when a customer under a transportation contract submits a bill of lading for the transport of goods from origin to destination. These performance obligations are satisfied as the shipments move from origin to destination. We recognize transportation revenue proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of our customer contracts contain our promise to stand ready to provide transportation services. For these contracts, we recognize revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, and our efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are generally short-term, with transit times usually less than one week. Generally, customers are billed on shipment of the freight or on a monthly basis and make payment according to approved payment terms. When we do not control the specific services, we recognize revenue as the difference between the amount the customer pays us for the service less the amount we are charged by third parties who provide the service. Generally, we can adjust our pricing based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms. |
Contract Costs | Contract Costs We expense the incremental costs of obtaining contracts when incurred if the amortization period of the assets is one year or less. These costs are included in Direct operating expense (exclusive of depreciation and amortization). |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. As of December 31, 2021, 2020 and 2019, our restricted cash included in Other long-term assets on our Consolidated Balance Sheets was $10 million, $11 million and $10 million, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Credit Losses We record accounts receivable at the contractual amount and we record an allowance for credit losses for the amount we estimate we may not collect. In determining the allowance for credit losses, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. Commencing in 2020 and in accordance with Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for credit losses. We write off accounts receivable balances once the receivables are no longer deemed collectible. |
Trade Receivables Securitization and Factoring Programs | Trade Receivables Securitization and Factoring Programs We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the 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. Our European business participates in a trade receivables securitization program co-arranged by two European banks (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO sells trade receivables that originate with wholly-owned subsidiaries 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. The program expires in July 2024. |
Property and Equipment | Property and Equipment We generally record property and equipment at cost, or in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. For internally-developed computer software, all costs incurred during planning and evaluation are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes the fair value of acquired internally-developed technology. |
Leases | Leases We determine if an arrangement is a lease at inception. We recognize operating lease right-of-use assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use incremental borrowing rates based on the information available at commencement date to determine the present value of future lease payments. This rate is determined from a hypothetical yield curve that takes into consideration market yield levels of our relevant debt outstanding as well as the index that matches our credit rating, and then adjusts as if the borrowings were collateralized. We include options to extend or terminate a lease in the lease term when we are reasonably certain to exercise such options. We exclude variable lease payments (such as payments based on an index or reimbursements of lessor costs) from our initial measurement of the lease liability. We recognize leases with an initial term of 12 months or less as lease expense over the lease term and those leases are not recorded on our Consolidated Balance Sheets. We account for lease and non-lease components within a contract as a single lease component for our real estate leases. For additional information on our leases, see Note 8—Leases. |
Asset Retirement Obligations | Asset Retirement Obligations A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset retirement obligation liability is initially recorded, we capitalize the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset. |
Goodwill | Goodwill We measure goodwill as the excess of consideration transferred over the fair value of net assets acquired in business combinations. We allocate goodwill to our reporting units for the purpose of impairment testing. We evaluate goodwill for impairment annually, or more frequently if an event or circumstance indicates an impairment loss may have been incurred. We measure goodwill impairment, if any, at the amount a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Our reporting units are our operating segments or one level below our operating segments for which discrete financial information is prepared and regularly reviewed by segment management. Accounting guidance allows entities to perform a qualitative assessment (a “step-zero” test) before performing a quantitative analysis. If an entity determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the entity does not need to perform a quantitative analysis for that reporting unit. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and overall financial performance, among other factors. For our 2021 goodwill assessment, we performed a step-zero qualitative analysis for our three reporting units. Based on the qualitative assessments performed, we concluded that it was not more-likely-than-not that the fair value of each of our reporting units was less than their carrying amounts and, therefore, further quantitative analysis was not performed, and we did not recognize any goodwill impairment. For our 2020 goodwill assessment, we performed a quantitative analysis for the five reporting units that existed at the time of the assessment using a combination of income and market approaches with the assistance of a third-party valuation appraiser. As of August 31, 2020, we completed our annual impairment test for goodwill with all of our reporting units having fair values in excess of their carrying values, resulting in no impairment of goodwill. Our number of reporting units decreased from five in 2020 to three in 2021 as a result of the spin-off and other organizational changes. The income approach of determining fair value is based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for our business. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry. |
Intangible Assets | Intangible AssetsOur intangible assets subject to amortization consist primarily of customer relationships. We review long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset is considered to be impaired if the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. We estimate fair value using the expected future cash flows discounted at a rate comparable with the risks associated with the recovery of the asset. We amortize intangible assets on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. |
Self-Insurance | Self-Insurance We use a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo, workers’ compensation, cyber risk and property claims. We periodically evaluate our level of insurance coverage and adjust our insurance levels based on risk tolerance and premium expense. Liabilities for the risks we retain, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than estimates. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. |
Stockholders' Equity | Stockholders’ Equity We retire shares purchased under our share repurchase program and return them to authorized and unissued status. We charge any excess of cost over par value to Additional paid-in capital if a balance is present. If Additional paid-in capital is fully depleted, any remaining excess of cost over par value will be charged to Retained earnings. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. Our calculation relies on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. We use judgment and estimates in evaluating our tax positions. Evaluating our tax positions would include but not be limited to our tax positions on internal restructuring transactions as well as the spin-off of GXO. Valuation allowances are established when, in our judgment, it is more likely than not that our deferred tax assets will not be realized based on all available evidence. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost. Our tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. We adjust these tax liabilities, including related interest and penalties, based on the current facts and circumstances. We report tax-related interest and penalties as a component of income tax expense. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The assets and liabilities of our foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCI on our Consolidated Balance Sheets. The assets and liabilities of our foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of our foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented. We convert foreign currency transactions recognized on our Consolidated Statements of Income to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income. |
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. |
Estimated Fair Value of Financial Instruments | 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 December 31, 2021 and 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 and a cash deposit for the securitization program. |
Derivative Instruments | Derivative Instruments We record all derivative instruments on our Consolidated Balance Sheets as assets or liabilities at fair value. Our accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the derivative based on the exposure being hedged and assess, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments are highly effective in offsetting changes in earnings and cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively. We link cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on our Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense on our Consolidated Statements of Income in a systematic manner. Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings and are recorded in Foreign currency (gain) loss on our Consolidated Statements of Income. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans We calculate defined benefit pension plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent our best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Our obligation and future expense amounts could be materially impacted by differences in actual experience or changes in assumptions. The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, we establish the fair value based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, we establish the fair value using the Monte Carlo simulation lattice model. We determined the fair value of our stock-based awards based on our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We account for forfeitures as they occur. We recognize the grant date fair value of equity awards as compensation cost over the requisite service period. We recognize expense for our performance-based restricted stock units (“PRSUs”) over the awards’ requisite service period based on the number of awards expected to vest with consideration to the actual and expected financial results. We do not recognize expense until achievement of the performance targets for a PRSU award is considered probable. |
Adoption of New Accounting Standard 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 Pronouncements Issued but Not Yet Effective In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” The ASU increases the transparency surrounding government assistance by requiring disclosure of (i) the types of assistance received, (ii) an entity’s accounting for the assistance and (iii) the effect of the assistance on the entity’s financial statements. This ASU is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. We are currently evaluating the impact of the new guidance, which is limited to financial statement disclosures. 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 and Geographical Information | Segment Reporting and Geographic Information In connection with the spin-off, we revised our reportable segments to reflect how our chief operating decision maker (“CODM”) makes decisions related to resource allocation and segment performance. Prior to the spin-off, we had two reportable segments: Transportation and Logistics. Following the spin-off, we have two reportable segments: (i) North American LTL and (ii) Brokerage and Other Services. In our North American LTL segment, we provide our customers with geographic density and day-definite regional, inter-regional and transcontinental LTL freight services. Our services include cross-border U.S. service to and from Mexico and Canada, as well as intra-Canada service. In our Brokerage and Other Services segment, shippers create the truckload demand and we place their freight with qualified carriers, pricing our service on either a spot or contract basis. Our Brokerage and Other Services segment also includes last mile logistics for heavy goods sold through e-commerce, omnichannel retail and direct-to-consumer channels. Several other non-core brokered freight transportation modes are included in our Brokerage and Other Services segment, as well as our European transportation offerings. 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 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. During the third quarter of 2021, our CODM began evaluating segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which we define as income (loss) from continuing operations before debt extinguishment loss, interest expense, income tax, depreciation and amortization expense, litigation settlements for significant matters, transaction and integration costs, restructuring costs and other adjustments. Prior to the change in our reporting segments in the third quarter of 2021, our CODM used operating income as the measure of segment profit (loss). Prior period segment disclosures have been recast to conform to the current period presentation. |
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 and 2019 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 14—Stockholders’ Equity, we recorded a preferred stock conversion charge in December 2020 in connection with the conversion of our Series A preferred stock. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Allowance for Doubtful Accounts Rollforward | The roll-forward of the allowance for credit losses was as follows: Years Ended December 31, (In millions) 2021 2020 2019 Beginning balance $ 46 $ 38 $ 41 Provision charged to expense 28 45 20 Write-offs, less recoveries, and other adjustments (27) (41) (23) Cumulative effect adjustment for adoption of ASU 2016-13 — 4 — Ending balance $ 47 $ 46 $ 38 |
Schedule of Accounts Receivable Securitization and Factoring Programs | Information related to the trade receivables sold was as follows: Years Ended December 31, (In millions) 2021 (1) 2020 (1) 2019 (1) Securitization programs Receivables sold in period $ 1,726 $ 1,377 $ 1,217 Cash consideration 1,726 1,377 1,161 Deferred purchase price — — 57 Factoring programs Receivables sold in period 72 76 64 Cash consideration 72 75 65 (1) Information for the years ended December 31, 2021, 2020 and 2019 exclude the impact of the Logistics segment. |
Summary of Property and Equipment | We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows: Classification Estimated Useful Life Buildings and leasehold improvements Term of lease to 40 years Vehicles, containers, tractors, trailers and tankers 3 to 15 years Rail cars and chassis 15 to 30 years Machinery and equipment 3 to 10 years Computer software and equipment 1 to 6 years December 31, (In millions) 2021 2020 Property and equipment Land $ 276 $ 297 Buildings and leasehold improvements 380 375 Vehicles, tractors, trailers and tankers 1,825 1,791 Machinery and equipment 270 264 Computer software and equipment 885 810 3,636 3,537 Less: accumulated depreciation and amortization (1,828) (1,646) Total property and equipment, net $ 1,808 $ 1,891 Net book value of capitalized internally-developed software included in property and equipment, net $ 230 $ 248 |
Schedule of Accrued Expenses | The components of accrued expenses as of December 31, 2021 and 2020 are as follows: As of December 31, (In millions) 2021 2020 Accrued salaries and wages $ 375 $ 392 Accrued transportation and facility charges 390 303 Other accrued expenses 342 349 Total accrued expenses $ 1,107 $ 1,044 |
Schedule of Accumulated Other Comprehensive Income | The components of and changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, for the years ended December 31, 2021 and 2020, are as follows: (In millions) Foreign Currency Translation Adjustments Derivative Hedges Defined Benefit Plans Liability Less: AOCI Attributable to Noncontrolling Interests AOCI Attributable to XPO As of December 31, 2019 $ (120) $ 5 $ (31) $ 1 $ (145) Other comprehensive income (loss) 121 (17) (116) (6) (18) Amounts reclassified from AOCI (9) 15 (1) — 5 Net current period other comprehensive income (loss) 112 (2) (117) (6) (13) As of December 31, 2020 (8) 3 (148) (5) (158) Other comprehensive income (loss) (79) 4 34 2 (39) Amounts reclassified from AOCI (6) (7) — — (13) Net current period other comprehensive income (loss) (85) (3) 34 2 (52) Spin-off of GXO 41 — 82 3 126 As of December 31, 2021 $ (52) $ — $ (32) $ — $ (84) |
Summary of Fair Value Hierarchy of Cash Equivalents | The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 December 31, 2021 $ 181 $ 181 $ 181 December 31, 2020 1,685 1,685 1,685 The fair value of our debt and classification in the fair value hierarchy was as follows: (In millions) Fair Value Level 1 Level 2 December 31, 2021 $ 3,811 $ 1,571 $ 2,240 December 31, 2020 6,908 4,429 2,479 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and Liabilities from Discontinued Operations | The following table summarizes the financial results from discontinued operations of GXO: Years Ended December 31, (In millions) 2021 2020 2019 Revenue $ 4,350 $ 6,182 $ 6,087 Direct operating expense (exclusive of depreciation and amortization) 3,614 5,156 5,120 Sales, general and administrative expense 364 517 421 Depreciation and amortization expense 185 296 272 Transaction and other operating costs 105 50 14 Operating income 82 163 260 Other income (27) (38) (31) Interest expense 12 18 23 Income from discontinued operations before income tax provision 97 183 268 Income tax provision 79 53 69 Net income from discontinued operations, net of taxes 18 130 199 Net income from discontinued operations attributable to noncontrolling interests (5) (10) (21) Net income from discontinued operations attributable to GXO $ 13 $ 120 $ 178 The following table summarizes the assets and liabilities from discontinued operations of GXO: December 31, (In millions) 2020 Cash and cash equivalents $ 323 Accounts receivable, net 1,212 Other current assets 129 Total current assets of discontinued operations 1,664 Property and equipment, net 770 Operating lease assets 1,434 Goodwill 2,063 Identifiable intangible assets, net 299 Other long-term assets 100 Total long-term assets of discontinued operations 4,666 Accounts payable 408 Accrued expenses 770 Short-term borrowings and current finance lease liabilities 57 Short-term operating lease liabilities 332 Other current liabilities 161 Total current liabilities of discontinued operations 1,728 Long-term debt and finance lease liabilities 129 Deferred tax liability 85 Long-term operating lease liabilities 1,099 Other long-term liabilities 117 Total long-term liabilities of discontinued operations $ 1,430 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Selected Financial Data for Each Reportable Segment | Selected financial data for our segments is as follows: Years Ended December 31, (in millions) 2021 2020 2019 Revenue North American LTL $ 4,118 $ 3,539 $ 3,791 Brokerage and Other Services 8,907 6,800 7,041 Eliminations (219) (140) (151) Total $ 12,806 $ 10,199 $ 10,681 Adjusted EBITDA North American LTL $ 904 $ 764 $ 851 Brokerage and Other Services 547 284 406 Corporate (212) (201) (167) Total adjusted EBITDA 1,239 847 1,090 Less: Debt extinguishment loss 54 — 5 Interest expense 211 307 268 Income tax provision (benefit) 87 (22) 60 Depreciation and amortization expense 476 470 467 Unrealized (gain) loss on foreign currency option and forward contracts 1 (1) 9 Litigation settlements 31 — — Transaction and integration costs (1) 37 75 5 Restructuring costs (2) 19 31 35 Income (loss) from continuing operations $ 323 $ (13) $ 241 Depreciation and amortization expense North American LTL $ 226 $ 224 $ 227 Brokerage and Other Services 240 229 220 Corporate 10 17 20 Total $ 476 $ 470 $ 467 (1) Transaction and integration costs for 2021 and 2020 are primarily comprised of third-party professional fees related to strategic initiatives, including the spin-off of the Logistics segment, as well as retention awards paid to certain employees. Additionally, transaction and integration costs for 2020 included professional fees related to our previously announced exploration of strategic alternatives that was terminated in March 2020. Transaction and integration costs for 2021 and 2020 include $1 million and $5 million, respectively, related to our North American LTL segment; $16 million and $16 million, respectively, related to our Brokerage and Other Services segment and $20 million and $54 million, respectively, related to Corporate. (2) See Note 6— Restructuring Charges for further information on our restructuring actions. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenues | Our revenue disaggregated by geographical area, based on sales office location, was as follows: Year Ended December 31, 2021 (In millions) North Brokerage and Other Services Eliminations Total Revenue United States $ 4,029 $ 5,387 $ (219) $ 9,197 North America (excluding United States) 89 311 — 400 France — 1,354 — 1,354 United Kingdom — 879 — 879 Europe (excluding France and United Kingdom) — 843 — 843 Other — 133 — 133 Total $ 4,118 $ 8,907 $ (219) $ 12,806 Year Ended December 31, 2020 (In millions) North Brokerage and Other Services Eliminations Total Revenue United States $ 3,461 $ 3,899 $ (140) $ 7,220 North America (excluding United States) 78 233 — 311 France — 1,205 — 1,205 United Kingdom — 677 — 677 Europe (excluding France and United Kingdom) — 739 — 739 Other — 47 — 47 Total $ 3,539 $ 6,800 $ (140) $ 10,199 Year Ended December 31, 2019 (In millions) North Brokerage and Other Services Eliminations Total Revenue United States $ 3,702 $ 3,902 $ (151) $ 7,453 North America (excluding United States) 89 196 — 285 France — 1,358 — 1,358 United Kingdom — 760 — 760 Europe (excluding France and United Kingdom) — 805 — 805 Other — 20 — 20 Total $ 3,791 $ 7,041 $ (151) $ 10,681 Our revenue disaggregated by service offering was as follows: Years Ended December 31, (In millions) 2021 2020 2019 North America: LTL (1) $ 4,192 $ 3,575 $ 3,841 Truck brokerage 2,749 1,684 1,372 Last mile 1,016 908 873 Other brokerage (2) 2,025 1,564 1,853 Total North America 9,982 7,731 7,939 Europe 3,077 2,622 2,923 Eliminations (253) (154) (181) Total $ 12,806 $ 10,199 $ 10,681 (1) Less-Than-Truckload revenue is before intercompany eliminations and includes revenue from the Company’s trailer manufacturing business. (2) Other brokerage includes intermodal and drayage, expedite, freight forwarding and managed transportation services. Freight forwarding includes operations conducted outside of North America but managed by our North American entities. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring-Related Activity | Our restructuring-related activity was as follows: Year Ended December 31, 2021 (In millions) Reserve Balance Charges Incurred Payments Foreign Exchange and Other Reserve Balance Severance Brokerage and Other Services $ 7 $ 10 $ (12) $ 1 $ 6 Corporate 1 9 (2) (1) 7 Total severance 8 19 (14) — 13 Facilities Brokerage and Other Services 5 — (3) — 2 Total facilities 5 — (3) — 2 Total $ 13 $ 19 $ (17) $ — $ 15 We expect the majority of the cash outlays related to the charges incurred in 2021 will be complete within twelve months. Year Ended December 31, 2020 (In millions) Reserve Balance Charges Incurred Payments Foreign Exchange and Other Reserve Balance Severance North American LTL $ 1 $ 4 $ (5) $ — $ — Brokerage and Other Services 11 13 (17) — 7 Corporate 3 8 (9) (1) 1 Total severance 15 25 (31) (1) 8 Facilities Brokerage and Other Services — 6 — (1) 5 Total facilities — 6 — (1) 5 Total $ 15 $ 31 $ (31) $ (2) $ 13 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | We compute depreciation expense on a straight-line basis over the estimated useful lives of the assets as follows: Classification Estimated Useful Life Buildings and leasehold improvements Term of lease to 40 years Vehicles, containers, tractors, trailers and tankers 3 to 15 years Rail cars and chassis 15 to 30 years Machinery and equipment 3 to 10 years Computer software and equipment 1 to 6 years December 31, (In millions) 2021 2020 Property and equipment Land $ 276 $ 297 Buildings and leasehold improvements 380 375 Vehicles, tractors, trailers and tankers 1,825 1,791 Machinery and equipment 270 264 Computer software and equipment 885 810 3,636 3,537 Less: accumulated depreciation and amortization (1,828) (1,646) Total property and equipment, net $ 1,808 $ 1,891 Net book value of capitalized internally-developed software included in property and equipment, net $ 230 $ 248 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense and Gain Realized on Sales Leaseback Transactions | The components of our lease expense and gain realized on sale-leaseback transactions were as follows: Years Ended December 31, (In millions) 2021 2020 2019 Operating lease cost $ 235 $ 221 $ 197 Short-term lease cost 150 86 88 Variable lease cost 32 29 25 Total operating lease cost $ 417 $ 336 $ 310 Finance lease cost: Amortization of leased assets $ 53 $ 43 $ 43 Interest on lease liabilities 5 5 5 Total finance lease cost $ 58 $ 48 $ 48 Total lease cost $ 475 $ 384 $ 358 Gain recognized on sale-leaseback transactions (1) $ 69 $ 84 $ 93 (1) For the years ended December 31, 2021, 2020 and 2019, we completed multiple sale-leaseback transactions for land and buildings, including a sale and partial leaseback of our shared-services center in Portland, Oregon in 2019. We received aggregate cash proceeds of $96 million, $143 million and $199 million in 2021, 2020 and 2019, respectively. Gains on sale-leaseback transactions are included in Direct operating expense (exclusive of depreciation and amortization) in our Consolidated Statements of Income. Supplemental cash flow information related to leases was as follows: Years Ended December 31, (In millions) 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 224 $ 223 $ 201 Operating cash flows for finance leases 5 5 5 Financing cash flows for finance leases 75 59 51 Leased assets obtained in exchange for new lease obligations: Operating leases 271 268 344 Finance leases 71 46 53 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: December 31, (In millions) 2021 2020 Operating leases: Operating lease assets $ 908 $ 844 Short-term operating lease liabilities $ 170 $ 152 Operating lease liabilities 752 696 Total operating lease liabilities $ 922 $ 848 Finance leases: Property and equipment, gross $ 403 $ 392 Accumulated depreciation (156) (135) Property and equipment, net $ 247 $ 257 Short-term borrowings and current maturities of long-term debt $ 57 $ 59 Long-term debt 180 193 Total finance lease liabilities $ 237 $ 252 Weighted-average remaining lease term: Operating leases 8 years 7 years Finance leases 6 years 6 years Weighted-average discount rate: Operating leases 4.86 % 5.26 % Finance leases 1.98 % 2.33 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of December 31, 2021 were as follows: (In millions) Finance Leases Operating Leases 2022 $ 61 $ 206 2023 56 189 2024 49 151 2025 34 113 2026 18 88 Thereafter 37 373 Total lease payments 255 1,120 Less: interest (18) (198) Present value of lease liabilities $ 237 $ 922 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities as of December 31, 2021 were as follows: (In millions) Finance Leases Operating Leases 2022 $ 61 $ 206 2023 56 189 2024 49 151 2025 34 113 2026 18 88 Thereafter 37 373 Total lease payments 255 1,120 Less: interest (18) (198) Present value of lease liabilities $ 237 $ 922 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | (In millions) North American LTL Brokerage and Other Services Total Goodwill as of December 31, 2019 $ 722 $ 1,752 $ 2,474 Impact of foreign exchange translation and other — 62 62 Goodwill as of December 31, 2020 722 1,814 2,536 Impact of foreign exchange translation and other — (57) (57) Goodwill as of December 31, 2021 $ 722 $ 1,757 $ 2,479 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets | December 31, 2021 December 31, 2020 (In millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangibles Customer relationships $ 1,192 $ 612 $ 1,211 $ 536 |
Estimated Future Amortization Expense for Amortizable Intangible Assets | Estimated future amortization expense for amortizable intangible assets for the next five years is as follows: (In millions) 2022 2023 2024 2025 2026 Thereafter Estimated amortization expense $ 75 $ 65 $ 64 $ 62 $ 62 $ 252 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet | The fair value of our derivative instruments and the related notional amounts were as follows: December 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 $ 362 Other current assets $ — Other current liabilities $ (4) Cross-currency swap agreements 110 Other long-term assets — Other long-term liabilities — Interest rate swaps 2,003 Other current assets — Other current liabilities — Total $ — $ (4) 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 Consolidated Statements of Operations for Derivative Instruments | The effect of derivative and nonderivative instruments designated as hedges on our Consolidated Statements of Income was as follows: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain (Loss) Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) Years Ended December 31, (In millions) 2021 2020 2019 2021 2020 2019 2021 2020 2019 Derivatives designated as cash flow hedges Cross-currency swap agreements $ 4 $ (12) $ 7 $ 7 $ (15) $ 5 $ — $ — $ 1 Interest rate swaps — (5) 5 — — — — — — Derivatives designated as net investment hedges Cross-currency swap agreements 84 (81) 55 — — — 6 9 10 Total $ 88 $ (98) $ 67 $ 7 $ (15) $ 5 $ 6 $ 9 $ 11 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | December 31, 2021 December 31, 2020 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value ABL facility $ — $ — $ 200 $ 200 Term loan facilities 2,003 1,977 2,003 1,974 6.50% Senior notes due 2022 — — 1,200 1,195 6.125% Senior notes due 2023 — — 535 531 6.75% Senior notes due 2024 — — 1,000 989 6.25% Senior notes due 2025 1,150 1,141 1,150 1,138 6.70% Senior debentures due 2034 300 214 300 210 Borrowings related to securitization program — — 24 24 Finance leases, asset financing and other 240 240 260 260 Total debt 3,693 3,572 6,672 6,521 Short-term borrowings and current maturities of long-term debt 58 58 1,286 1,281 Long-term debt $ 3,635 $ 3,514 $ 5,386 $ 5,240 December 31, 2020 (In millions) December 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 |
Schedule of Fair Value of Debt | The fair value hierarchy of cash equivalents was as follows: (In millions) Carrying Value Fair Value Level 1 December 31, 2021 $ 181 $ 181 $ 181 December 31, 2020 1,685 1,685 1,685 The fair value of our debt and classification in the fair value hierarchy was as follows: (In millions) Fair Value Level 1 Level 2 December 31, 2021 $ 3,811 $ 1,571 $ 2,240 December 31, 2020 6,908 4,429 2,479 |
Schedule of Maturities of Long-term Debt | Our principal payment obligations on debt (excluding finance leases) for the next five years and thereafter was as follows: (In millions) 2022 2023 2024 2025 2026 Thereafter Principal payments on debt $ — $ — $ 1 $ 3,153 $ 1 $ 301 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Reconciliation of the Changes in the Plans' Projected Benefit Obligations | The reconciliation of the changes in the plans’ projected benefit obligations as of December 31 was as follows: (In millions) 2021 2020 Projected benefit obligation at beginning of year $ 2,052 $ 1,862 Interest cost 39 54 Actuarial (gain) loss (82) 216 Benefits paid (84) (80) Projected benefit obligation at end of year $ 1,925 $ 2,052 The reconciliation of the changes in the plan’s benefit obligation and the determination of the amounts recognized on our Consolidated Balance Sheets were as follows: As of December 31, (In millions) 2021 2020 Projected benefit obligation at beginning of year $ 44 $ 41 Interest cost on projected benefit obligation 1 1 Actuarial loss — 4 Participant contributions 1 1 Benefits paid (5) (3) Projected and accumulated benefit obligation at end of year $ 41 $ 44 Funded status of the plan $ (41) $ (44) Amounts recognized in the balance sheet consist of: Current liabilities $ (3) $ (3) Long-term liabilities (38) (41) Net amount recognized $ (41) $ (44) Discount rate assumption as of December 31 2.67 % 2.20 % |
Schedule of Reconciliation of the Changes in the Plans' Fair Value of Plan Assets | The reconciliation of the changes in the fair value of plan assets as of December 31 was as follows: (In millions) 2021 2020 Fair value of plan assets at beginning of year $ 2,062 $ 1,863 Actual return on plan assets 25 274 Employer contributions 6 5 Benefits paid (84) (80) Fair value of plan assets at end of year $ 2,009 $ 2,062 |
Schedule of the Funded Status of the Plans | The funded status of the plans as of December 31 was as follows: (In millions) 2021 2020 Funded status at end of year $ 84 $ 10 Amount recognized in balance sheet: Long-term assets $ 156 $ 88 Current liabilities (5) (5) Long-term liabilities (67) (73) Net pension asset recognized $ 84 $ 10 Plans with projected and accumulated benefit obligation in excess of plan assets: Projected and accumulated benefit obligation (1) $ 72 $ 78 (1) Relates to our non-qualified plans which are unfunded. |
Schedule of Accumulated Other Comprehensive Loss Not Yet Recognized in Net Periodic Benefit Expense | The actuarial loss included in AOCI that has not yet been recognized in net periodic benefit expense was $43 million and $50 million, respectively, as of December 31, 2021 and 2020. |
Schedule of Net Periodic Benefit Costs | The net periodic benefit cost and amounts recognized in Other comprehensive income (loss) for the years ended December 31 was as follows: (In millions) 2021 2020 2019 Net periodic benefit (income) expense: Interest cost $ 39 $ 54 $ 66 Expected return on plan assets (101) (102) (90) Amortization of actuarial loss 1 — — Net periodic benefit income $ (61) $ (48) $ (24) Amounts recognized in Other comprehensive income (loss): Actuarial (gain) loss $ (7) $ 45 $ (49) Reclassification of recognized AOCI gain due to settlements — — — (Gain) loss recognized in Other comprehensive income (loss) $ (7) $ 45 $ (49) |
Schedule of Assumptions Used to Determine the Projected Benefit Obligation and Net Periodic Benefit Cost | The weighted-average assumptions used to determine the net periodic benefit costs and benefit obligations for the year ended December 31 were as follows: Qualified Plans Non-Qualified Plans 2021 2020 2019 2021 2020 2019 Discount rate - net periodic benefit costs 1.96 % 2.96 % 4.08% 1.11% - 1.71% 2.40% - 2.78% 3.65% - 3.95% Discount rate - benefit obligations 2.84 % 2.48 % 3.35% 2.19% - 2.72% 1.62% - 2.30% 2.72% - 3.20% Expected long-term rate of return on plan assets 5.00 % 5.60 % 5.80% |
Schedule of Expected Benefit Payments | Expected benefit payments for the defined benefit pension plans for the years ended December 31 are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates. (In millions) 2022 2023 2024 2025 2026 2027-2030 Expected benefit payments $ 94 $ 97 $ 100 $ 102 $ 104 $ 532 Expected benefit payments, which reflect expected future service, as appropriate, for the years ended December 31 are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates. (In millions) 2022 2023 2024 2025 2026 2027-2030 Expected benefit payments $ 3 $ 3 $ 3 $ 4 $ 3 $ 14 |
Schedule of Fair Values of Investments Held in Pension Plans by Major Asset Category | The fair values of investments held in the qualified pension plans by major asset category as of December 31, 2021 and 2020, and the percentage that each asset category comprises of total plan assets were as follows: (Dollars in millions) Level 1 Level 2 Not Subject to Leveling (1) Total Percentage of Plan Assets December 31, 2021 Cash and cash equivalents: Short-term investment fund $ — $ — $ 34 $ 34 1.7 % Equity: U.S. large companies — — 107 107 5.3 % U.S. small companies — — 17 17 0.8 % International 47 — 82 129 6.4 % Fixed income securities 406 1,310 6 1,722 85.8 % Total plan assets $ 453 $ 1,310 $ 246 $ 2,009 100.0 % December 31, 2020 Cash and cash equivalents: Short-term investment fund $ — $ — $ 37 $ 37 1.8 % Equity: U.S. large companies — — 136 136 6.6 % U.S. small companies — — 33 33 1.6 % International 53 — 102 155 7.5 % Fixed income securities 425 1,274 1 1,700 82.5 % Derivatives — 1 — 1 — % Total plan assets $ 478 $ 1,275 $ 309 $ 2,062 100.0 % (1) Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total defined benefit pension plan assets. |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Shares Repurchased | There were no share repurchases in 2021. Our remaining share repurchase authorization as of December 31, 2021 is $503 million. Information regarding our shares repurchased, based on settlement date, in 2020 and 2019 were as follows: Years Ended December 31, (In millions, except per share data) 2020 2019 Shares purchased and retired 2 25 Aggregate value $ 114 $ 1,347 Average price per share $ 66.58 $ 53.41 Remaining authorization $ 503 $ 617 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Allocated Share-based Compensation Expense | Our stock-based compensation expense is recorded in SG&A on our Consolidated Statements of Income: Years ended December 31, (In millions) 2021 2020 2019 Restricted stock and restricted stock units $ 28 $ 32 $ 24 Performance-based restricted stock units 9 2 5 Cash-settled performance-based restricted stock units — 7 27 Total stock-based compensation expense $ 37 $ 41 $ 56 Tax benefit on stock-based compensation $ (5) $ (13) $ (2) |
Equity Awards Outstanding and Exercisable | A summary of stock option award activity for the year ended December 31, 2021 is presented below: Stock Options Number of Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Term Outstanding as of December 31, 2020 (1) 42,755 $ 21.01 3.36 Granted (2) — — Exercised (51,783) 14.62 Forfeited — — Effect of spin-off (3) 15,636 NM Outstanding as of December 31, 2021 6,608 $ 9.80 0.93 Options exercisable as of December 31, 2021 6,608 $ 9.80 0.93 NM - Not meaningful (1) Outstanding awards at December 31, 2020 includes awards that were subsequently converted to awards issued under GXO’s incentive plan. (2) The above table excludes stock option awards that were granted in 2021 that subsequently converted to awards issued under GXO’s incentive plan. (3) Represents the net impact of (i) adjustments made to preserve the value of awards immediately before and after the spin-off, and (ii) the conversion of certain awards to awards issued under GXO’s incentive plan. A summary of RSU and PRSU award activity for the year ended December 31, 2021 is presented below: RSUs PRSUs Number of Weighted-Average Grant Date Fair Value Number of PRSUs Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2020 (1) 1,615,812 $ 67.43 1,856,561 $ 45.39 Granted 839,372 87.13 70,954 80.67 Vested (578,216) 68.31 (22,617) 75.00 Forfeited and canceled (337,312) 105.04 (597,739) 44.19 Effect of spin-off (2) (78,046) NM 699,076 NM Outstanding as of December 31, 2021 1,461,610 $ 54.81 2,006,235 $ 46.19 NM - Not meaningful (1) Outstanding awards at December 31, 2020 includes awards that were subsequently converted to awards issued under GXO’s incentive plan. (2) Represents the net impact of (i) adjustments made to preserve the value of awards immediately before and after the spin-off, and (ii) the conversion of certain awards to awards issued under GXO’s incentive plan. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) From Continuing Operations before Income Tax, Related to Domestic and Foreign | Income (loss) from continuing operations before taxes related to our U.S. and foreign operations was as follows: Years Ended December 31, (In millions) 2021 2020 2019 U.S. $ 420 $ 45 $ 286 Foreign (10) (80) 15 Income (loss) from continuing operations before income tax provision (benefit) $ 410 $ (35) $ 301 |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision (benefit) is comprised of the following: Years Ended December 31, (In millions) 2021 2020 2019 Current: U.S. Federal $ 56 $ 30 $ (3) State 13 7 1 Foreign 13 16 22 Total current income tax provision $ 82 $ 53 $ 20 Deferred: U.S. Federal $ (10) $ (40) $ 52 State (7) (3) 4 Foreign 22 (32) (16) Total deferred income tax provision (benefit) 5 (75) 40 Total income tax provision (benefit) $ 87 $ (22) $ 60 |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate reconciliations were as follows: Years Ended December 31, 2021 2020 2019 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of U.S. federal benefit 2.4 (7.4) 1.2 Foreign operations (1) 10.3 16.9 (1.1) Contribution- and margin-based taxes 1.2 (22.4) 2.8 Changes in uncertain tax positions (2.1) (10.8) (1.6) Non-deductible compensation 1.8 (0.4) 0.1 Provision to return adjustments 1.2 11.4 (1.4) Effect of law changes (1.0) (3.9) 0.8 Stock-based compensation (1.4) 42.0 (0.9) Long-term capital loss (11.0) — — Other (2) (1.1) 17.0 (1.2) Effective tax rate 21.3 % 63.4 % 19.7 % (1) Foreign operations include the net impact of changes to valuation allowances, the cost of inclusion of foreign income in the U.S. net of foreign taxes, the impact of foreign tax rate differences from the U.S. Federal rate and permanent items related to foreign operations. (2) In the year ended December 31, 2020, the impact of “Other” on the effective tax rate was disproportionately high compared to 2019 and 2021 due to the low income (loss) from continuing operations before income tax provision (benefit) in 2020. For 2020, “Other” is primarily comprised of 7.7% of U.S. Federal tax credits, 6.5% of U.S. Federal tax permanent adjustments, and 2.7% of changes in valuations allowance. |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred tax liability were as follows: Years Ended December 31, (In millions) 2021 2020 Deferred tax asset Net operating loss and other tax attribute carryforwards $ 77 $ 72 Accrued expenses 60 87 Pension and other retirement obligations — 21 Other 46 69 Total deferred tax asset 183 249 Valuation allowance (37) (40) Total deferred tax asset, net 146 209 Deferred tax liability Intangible assets (172) (194) Property and equipment (252) (256) Pension and other retirement obligations (6) — Other (24) (38) Total deferred tax liability (454) (488) Net deferred tax liability $ (308) $ (279) The deferred tax asset and deferred tax liability above are reflected on our Consolidated Balance Sheets as follows: December 31, (In millions) 2021 2020 Other long-term assets $ 8 $ 7 Deferred tax liability (316) (286) Net deferred tax liability $ (308) $ (279) The balances and activity related to our valuation allowance were as follows: (In millions) Beginning Balance Additions Reductions Ending Balance Year Ended December 31, 2021 $ 40 $ 43 $ (46) $ 37 Year Ended December 31, 2020 33 8 (1) 40 Year Ended December 31, 2019 38 3 (8) 33 |
Schedule of Tax Credit Carryforwards | Our operating loss and tax credit carryforwards were as follows: December 31, (In millions) Expiration Date 2021 2020 Federal net operating losses for all U.S. operations (including those of minority owned subsidiaries) 2033 - 2037 (1) $ 14 $ 22 Federal long-term capital loss carryforwards 2027 126 — Tax effect (before federal benefit) of state net operating losses Various times starting in 2022 (1) 24 26 Federal tax credit carryforwards Various times starting in 2032 1 — State tax credit carryforward Various times starting in 2022 (1) 3 4 Foreign net operating losses available to offset future taxable income Various times starting in 2022 (1) 93 189 |
Schedule of Operating Loss Carryforwards | Our operating loss and tax credit carryforwards were as follows: December 31, (In millions) Expiration Date 2021 2020 Federal net operating losses for all U.S. operations (including those of minority owned subsidiaries) 2033 - 2037 (1) $ 14 $ 22 Federal long-term capital loss carryforwards 2027 126 — Tax effect (before federal benefit) of state net operating losses Various times starting in 2022 (1) 24 26 Federal tax credit carryforwards Various times starting in 2032 1 — State tax credit carryforward Various times starting in 2022 (1) 3 4 Foreign net operating losses available to offset future taxable income Various times starting in 2022 (1) 93 189 (1) Some credits and losses have unlimited carryforward periods. |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, (In millions) 2021 2020 2019 Beginning balance $ 17 $ 15 $ 20 Additions for tax positions of the current period — — — Additions for tax positions of prior years — 5 3 Reductions for tax positions of prior years (1) (1) (7) Settlements with tax authorities (1) (1) (1) Reductions due to the statute of limitations (7) (1) — Currency translation adjustment — — — Ending balance $ 8 $ 17 $ 15 Interest and penalties 5 6 6 Gross unrecognized tax benefits $ 13 $ 23 $ 21 Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year $ 8 $ 17 $ 15 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 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: Years Ended December 31, (In millions, except per share data) 2021 2020 2019 Basic earnings (loss) per common share Income (loss) from continuing operations $ 323 $ (13) $ 241 Net loss from continuing operations attributable to noncontrolling interests — 3 — Net income (loss) from continuing operations attributable to XPO 323 (10) 241 Preferred stock conversion charge — (22) — Series A preferred stock dividends — (3) (3) Non-cash allocation of undistributed earnings — (6) (37) Net income (loss) from continuing operations attributable to common shares $ 323 $ (41) $ 201 Income from discontinued operations, net of taxes $ 18 $ 130 $ 199 Net income from discontinued operations attributable to noncontrolling interests (5) (10) (21) Net income from discontinued operations attributable to common shares $ 13 $ 120 $ 178 Net income (loss) from continuing operations attributable to common shares, basic $ 323 $ (41) $ 201 Net income from discontinued operations attributable to common shares, basic 13 120 178 Net income attributable to common shares, basic $ 336 $ 79 $ 379 Basic weighted-average common shares 112 92 96 Basic earnings (loss) from continuing operations per share $ 2.88 $ (0.45) $ 2.09 Basic earnings from discontinued operations per share 0.11 1.32 1.86 Basic earnings per share $ 2.99 $ 0.87 $ 3.95 Diluted earnings (loss) per common share Net income (loss) from continuing operations attributable to common shares, diluted $ 323 $ (41) $ 201 Net income from discontinued operations attributable to common shares, diluted 13 120 178 Net income attributable to common shares, diluted $ 336 $ 79 $ 379 Basic weighted-average common shares 112 92 96 Dilutive effect of stock-based awards and warrants 2 — 10 Diluted weighted-average common shares 114 92 106 Diluted earnings (loss) from continuing operations per share $ 2.82 $ (0.45) $ 1.89 Diluted earnings from discontinued operations per share 0.11 1.32 1.68 Diluted earnings per share $ 2.93 $ 0.87 $ 3.57 Potential common shares excluded — 20 10 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Our unaudited results of operations for each of the quarters in the years ended December 31, 2021 and 2020 are summarized below: (In millions, except per share data) First Second Quarter Third Quarter (2) Fourth Quarter 2021 Revenue $ 2,989 $ 3,186 $ 3,270 $ 3,361 Operating income 139 191 112 174 Income from continuing operations 63 113 21 126 Income (loss) from discontinued operations, net of taxes 55 45 (78) (4) Net income (loss) 118 158 (57) 122 Net income (loss) attributable to common shareholders: (1) Continuing operations 63 113 21 126 Discontinued operations 52 43 (78) (4) Net income (loss) attributable to common shareholders 115 156 (57) 122 Basic earnings (loss) per share: (1) Continuing operations 0.59 1.01 0.19 1.09 Discontinued operations 0.49 0.38 (0.69) (0.03) Basic earnings (loss) per share attributable to common shareholders 1.08 1.39 (0.50) 1.06 Diluted earnings (loss) per share: (1) Continuing operations 0.56 1.00 0.19 1.08 Discontinued operations 0.46 0.38 (0.68) (0.03) Diluted earnings (loss) per share attributable to common shareholders 1.02 1.38 (0.49) 1.05 (1) The sum of the quarterly Net income (loss) attributable to common shareholders and earnings (loss) per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective periods and because losses are not allocated to the Series A Preferred Stock in calculating earnings (loss) per share. (2) The third quarter of 2021 included a litigation settlement charge of $29 million. (In millions, except per share data) First Quarter (2) Second Quarter (3) Third Quarter Fourth Quarter (4) 2020 Revenue $ 2,459 $ 2,127 $ 2,675 $ 2,938 Operating income (loss) 38 (101) 138 153 Income (loss) from continuing operations (9) (107) 37 66 Income (loss) from discontinued operations, net of taxes 34 (27) 61 62 Net income (loss) 25 (134) 98 128 Net income (loss) attributable to common shareholders: (1) Continuing operations (11) (105) 28 34 Discontinued operations 32 (27) 56 59 Net income (loss) attributable to common shareholders 21 (132) 84 93 Basic earnings (loss) per share: (1) Continuing operations (0.11) (1.16) 0.30 0.37 Discontinued operations 0.34 (0.29) 0.63 0.64 Basic earnings (loss) per share attributable to common shareholders 0.23 (1.45) 0.93 1.01 Diluted earnings (loss) per share: (1) Continuing operations (0.11) (1.16) 0.27 0.33 Discontinued operations 0.34 (0.29) 0.56 0.58 Diluted earnings (loss) per share attributable to common shareholders 0.23 (1.45) 0.83 0.91 (1) The sum of the quarterly Net income (loss) attributable to common shareholders and earnings (loss) per share may not equal annual amounts due to differences in the weighted-average number of shares outstanding during the respective periods and because losses are not allocated to the Series A Preferred Stock in calculating earnings (loss) per share. (2) The first quarter of 2020 included transaction and integration costs of $37 million. (3) The second quarter of 2020 included transaction and integration costs of $29 million and restructuring costs of $28 million. |
Organization (Details)
Organization (Details) - GXO Logistics | Aug. 02, 2021 |
Variable Interest Entity [Line Items] | |
Spin-off percentage | 100.00% |
Stockholders received shares of common stock (in shares) | 1 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||||||
Dec. 31, 2021USD ($)segmentbank | Dec. 31, 2020USD ($)segment | Dec. 31, 2020EUR (€)segment | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2021EUR (€) | Jun. 30, 2021EUR (€) | |
Noncontrolling Interest [Line Items] | |||||||
Number of banks, trade receivable securitization program | bank | 2 | ||||||
Cash collected on deferred purchase price receivable | $ 0 | $ 0 | $ 75,000,000 | ||||
Number of reporting units | segment | 3 | 5 | 5 | ||||
Goodwill impairment | $ 0 | $ 0 | |||||
XPO Collections Designated Activity Company Limited | Trade Receivables Securitization Program Two | Affiliated Entity | |||||||
Noncontrolling Interest [Line Items] | |||||||
Secured revolving loan credit agreement amount | $ 227,000,000 | € 200,000,000 | |||||
Accounts receivable from securitization | € | € 400,000,000 | ||||||
Weighted average interest rate | 0.50% | 0.50% | |||||
XPO Logistics Europe | |||||||
Noncontrolling Interest [Line Items] | |||||||
Buy-out offer and squeeze-out remaining percentage | 3.00% | 3.00% | |||||
Payments to acquire additional noncontrolling Interests | $ 128,000,000 | $ 21,000,000 | € 17,000,000 | $ 258,000,000 | € 234,000,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other long-term assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Restricted cash, noncurrent | $ 10 | $ 11 | $ 10 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 46 | $ 38 | $ 41 |
Provision charged to expense | 28 | 45 | 20 |
Write-offs, less recoveries, and other adjustments | (27) | (41) | (23) |
Ending balance | 47 | 46 | 38 |
Cumulative Effect, Period of Adoption, Adjustment | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 0 | 4 | 0 |
Ending balance | $ 0 | $ 4 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Accounts Receivable Securitization and Factoring Programs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Securitization programs | |||
Receivables sold in period | $ 1,726 | $ 1,377 | $ 1,217 |
Cash consideration | 1,726 | 1,377 | 1,161 |
Deferred purchase price | 0 | 0 | 57 |
Factoring Programs [Abstract] | |||
Receivables sold in period | 72 | 76 | 64 |
Cash consideration | $ 72 | $ 75 | $ 65 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Vehicles, containers, tractors, trailers and tankers | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Vehicles, containers, tractors, trailers and tankers | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Rail cars, containers and chassis | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Rail cars, containers and chassis | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 30 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Computer software and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Computer software and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Intangible Assets (Details) - Customer relationships | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Finite Lived Intangible Asset Useful Life [Line Items] | |
Estimated useful life | 5 years |
Maximum | |
Finite Lived Intangible Asset Useful Life [Line Items] | |
Estimated useful life | 16 years |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accrued salaries and wages | $ 375 | $ 392 |
Accrued transportation and facility charges | 390 | 303 |
Other accrued expenses | 342 | 349 |
Total accrued expenses | $ 1,107 | $ 1,044 |
Basis of Presentation and Si_11
Basis of Presentation and Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 2,849 | $ 2,896 |
Other comprehensive income (loss) | (39) | (18) |
Amounts reclassified from AOCI | (13) | 5 |
Other comprehensive income (loss) | (52) | (13) |
Spin-off of GXO | 126 | |
Balance at end of period | 1,138 | 2,849 |
AOCI Attributable to XPO | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (158) | (145) |
Balance at end of period | (84) | (158) |
Foreign Currency Translation Adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (8) | (120) |
Other comprehensive income (loss) | (79) | 121 |
Amounts reclassified from AOCI | (6) | (9) |
Other comprehensive income (loss) | (85) | 112 |
Spin-off of GXO | 41 | |
Balance at end of period | (52) | (8) |
Derivative Hedges | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 3 | 5 |
Other comprehensive income (loss) | 4 | (17) |
Amounts reclassified from AOCI | (7) | 15 |
Other comprehensive income (loss) | (3) | (2) |
Spin-off of GXO | 0 | |
Balance at end of period | 0 | 3 |
Defined Benefit Plans Liability | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (148) | (31) |
Other comprehensive income (loss) | 34 | (116) |
Amounts reclassified from AOCI | 0 | (1) |
Other comprehensive income (loss) | 34 | (117) |
Spin-off of GXO | 82 | |
Balance at end of period | (32) | (148) |
Less: AOCI Attributable to Noncontrolling Interests | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (5) | 1 |
Other comprehensive income (loss) | 2 | (6) |
Amounts reclassified from AOCI | 0 | 0 |
Other comprehensive income (loss) | 2 | (6) |
Spin-off of GXO | 3 | |
Balance at end of period | $ 0 | $ (5) |
Basis of Presentation and Si_12
Basis of Presentation and Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 181 | $ 1,685 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 181 | 1,685 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 181 | $ 1,685 |
Discontinued Operations and Dis
Discontinued Operations and Disposal Groups - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Income from discontinued operations, net of taxes | $ (4) | $ (78) | $ 45 | $ 55 | $ 62 | $ 61 | $ (27) | $ 34 | $ 18 | $ 130 | $ 199 | |
Spinoff | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Incurred cost | 125 | |||||||||||
Income from discontinued operations, net of taxes | 101 | |||||||||||
GXO | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Net proceeds to fund a cash payment | $ 794 | |||||||||||
GXO | Separation And Distribution Agreements | Affiliated Entity | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Due from related parties | 23 | 23 | ||||||||||
Self insurance reserve | $ 21 | $ 21 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results from Discontinued Operations of GXO (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||
Revenue | $ 4,350 | $ 6,182 | $ 6,087 | ||||||||
Direct operating expense (exclusive of depreciation and amortization) | 3,614 | 5,156 | 5,120 | ||||||||
Sales, general and administrative expense | 364 | 517 | 421 | ||||||||
Depreciation and amortization expense | 185 | 296 | 272 | ||||||||
Transaction and other operating costs | 105 | 50 | 14 | ||||||||
Operating income | 82 | 163 | 260 | ||||||||
Other income | (27) | (38) | (31) | ||||||||
Interest expense | 12 | 18 | 23 | ||||||||
Income from discontinued operations before income tax provision | 97 | 183 | 268 | ||||||||
Income tax provision | 79 | 53 | 69 | ||||||||
Net income from discontinued operations, net of taxes | $ (4) | $ (78) | $ 45 | $ 55 | $ 62 | $ 61 | $ (27) | $ 34 | 18 | 130 | 199 |
Net income from discontinued operations attributable to noncontrolling interests | (5) | (10) | (21) | ||||||||
Net income from discontinued operations attributable to GXO | $ (4) | $ (78) | $ 43 | $ 52 | $ 59 | $ 56 | $ (27) | $ 32 | $ 13 | $ 120 | $ 178 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities from Discontinued Operations of GXO (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash and cash equivalents | $ 323 | |
Accounts receivable, net | 1,212 | |
Other current assets | 129 | |
Total current assets of discontinued operations | $ 26 | 1,664 |
Property and equipment, net | 770 | |
Operating lease assets | 1,434 | |
Goodwill | 2,063 | |
Identifiable intangible assets, net | 299 | |
Other long-term assets | 100 | |
Total long-term assets of discontinued operations | 0 | 4,666 |
Accounts payable | 408 | |
Accrued expenses | 770 | |
Short-term borrowings and current finance lease liabilities | 57 | |
Short-term operating lease liabilities | 332 | |
Other current liabilities | 161 | |
Total current liabilities of discontinued operations | 24 | 1,728 |
Long-term debt and finance lease liabilities | 129 | |
Deferred tax liability | 85 | |
Long-term operating lease liabilities | 1,099 | |
Other long-term liabilities | 117 | |
Total long-term liabilities of discontinued operations | $ 0 | $ 1,430 |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Narrative (Details) $ in Millions | 5 Months Ended | 7 Months Ended | |
Dec. 31, 2021USD ($)segment | Aug. 02, 2021segment | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | |||
Number of reporting segments | segment | 2 | 2 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived tangible assets | $ 1,808 | $ 1,891 | |
Foreign Countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived tangible assets | $ 422 | $ 465 |
Segment Reporting and Geograp_4
Segment Reporting and Geographic Information - Selected Financial Data for Each Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 12,806 | $ 10,199 | $ 10,681 | ||||||||
Total adjusted EBITDA | 1,239 | 847 | 1,090 | ||||||||
Debt extinguishment loss | (54) | 0 | (5) | ||||||||
Interest expense | 211 | 307 | 268 | ||||||||
Income tax provision (benefit) | 87 | (22) | 60 | ||||||||
Depreciation and amortization expense | 476 | 470 | 467 | ||||||||
Unrealized (gain) loss on foreign currency option and forward contracts | 1 | (1) | 9 | ||||||||
Litigation settlements | $ 29 | 31 | 0 | 0 | |||||||
Transaction and integration costs | $ 29 | $ 37 | 37 | 75 | 5 | ||||||
Restructuring costs | 28 | 19 | 31 | 35 | |||||||
Income (loss) from continuing operations | $ 126 | $ 21 | $ 113 | $ 63 | $ 66 | $ 37 | $ (107) | $ (9) | 323 | (13) | 241 |
Operating Segments | North American LTL | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 4,118 | 3,539 | 3,791 | ||||||||
Total adjusted EBITDA | 904 | 764 | 851 | ||||||||
Depreciation and amortization expense | 226 | 224 | 227 | ||||||||
Transaction and integration costs | 1 | 5 | |||||||||
Operating Segments | Brokerage and Other Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 8,907 | 6,800 | 7,041 | ||||||||
Total adjusted EBITDA | 547 | 284 | 406 | ||||||||
Depreciation and amortization expense | 240 | 229 | 220 | ||||||||
Transaction and integration costs | 16 | 16 | |||||||||
Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | (219) | (140) | (151) | ||||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total adjusted EBITDA | (212) | (201) | (167) | ||||||||
Depreciation and amortization expense | 10 | 17 | $ 20 | ||||||||
Transaction and integration costs | $ 20 | $ 54 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue by Geographical Area (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 3,361 | $ 3,270 | $ 3,186 | $ 2,989 | $ 2,938 | $ 2,675 | $ 2,127 | $ 2,459 | $ 12,806 | $ 10,199 | $ 10,681 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 9,197 | 7,220 | 7,453 | ||||||||
North America (excluding United States) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 400 | 311 | 285 | ||||||||
France | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,354 | 1,205 | 1,358 | ||||||||
United Kingdom | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 879 | 677 | 760 | ||||||||
Europe (excluding France and United Kingdom) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 843 | 739 | 805 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 133 | 47 | 20 | ||||||||
Eliminations | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | (219) | (140) | (151) | ||||||||
Eliminations | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | (219) | (140) | (151) | ||||||||
Eliminations | North America (excluding United States) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Eliminations | France | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Eliminations | United Kingdom | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Eliminations | Europe (excluding France and United Kingdom) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Eliminations | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
North American LTL | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 4,118 | 3,539 | 3,791 | ||||||||
North American LTL | Operating Segments | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 4,029 | 3,461 | 3,702 | ||||||||
North American LTL | Operating Segments | North America (excluding United States) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 89 | 78 | 89 | ||||||||
North American LTL | Operating Segments | France | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
North American LTL | Operating Segments | United Kingdom | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
North American LTL | Operating Segments | Europe (excluding France and United Kingdom) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
North American LTL | Operating Segments | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Brokerage and Other Services | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 8,907 | 6,800 | 7,041 | ||||||||
Brokerage and Other Services | Operating Segments | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 5,387 | 3,899 | 3,902 | ||||||||
Brokerage and Other Services | Operating Segments | North America (excluding United States) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 311 | 233 | 196 | ||||||||
Brokerage and Other Services | Operating Segments | France | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,354 | 1,205 | 1,358 | ||||||||
Brokerage and Other Services | Operating Segments | United Kingdom | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 879 | 677 | 760 | ||||||||
Brokerage and Other Services | Operating Segments | Europe (excluding France and United Kingdom) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 843 | 739 | 805 | ||||||||
Brokerage and Other Services | Operating Segments | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 133 | $ 47 | $ 20 |
Revenue Recognition - Disaggr_2
Revenue Recognition - Disaggregation of Revenue by Products and Services (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 3,361 | $ 3,270 | $ 3,186 | $ 2,989 | $ 2,938 | $ 2,675 | $ 2,127 | $ 2,459 | $ 12,806 | $ 10,199 | $ 10,681 |
Eliminations | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | (253) | (154) | (181) | ||||||||
LTL | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 4,118 | 3,539 | 3,791 | ||||||||
Truck brokerage | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 8,907 | 6,800 | 7,041 | ||||||||
North America | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 9,982 | 7,731 | 7,939 | ||||||||
North America | LTL | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 4,192 | 3,575 | 3,841 | ||||||||
North America | Truck brokerage | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 2,749 | 1,684 | 1,372 | ||||||||
North America | Last mile | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,016 | 908 | 873 | ||||||||
North America | Other brokerage | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 2,025 | 1,564 | 1,853 | ||||||||
Europe | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 3,077 | $ 2,622 | $ 2,923 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 124 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 86.00% |
Performance obligations expected to be satisfied, expected timing | 3 years |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring-Related Activity (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | $ 13 | $ 15 |
Charges Incurred | 19 | 31 |
Payments | (17) | (31) |
Foreign Exchange and Other | 0 | (2) |
Restructuring reserve, ending balance | 15 | 13 |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 8 | 15 |
Charges Incurred | 19 | 25 |
Payments | (14) | (31) |
Foreign Exchange and Other | 0 | (1) |
Restructuring reserve, ending balance | 13 | 8 |
Facilities | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 5 | 0 |
Charges Incurred | 0 | 6 |
Payments | (3) | 0 |
Foreign Exchange and Other | 0 | (1) |
Restructuring reserve, ending balance | 2 | 5 |
Corporate | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 1 | 3 |
Charges Incurred | 9 | 8 |
Payments | (2) | (9) |
Foreign Exchange and Other | (1) | (1) |
Restructuring reserve, ending balance | 7 | 1 |
North American LTL | Operating Segments | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 0 | 1 |
Charges Incurred | 4 | |
Payments | (5) | |
Foreign Exchange and Other | 0 | |
Restructuring reserve, ending balance | 0 | |
Brokerage and Other Services | Operating Segments | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 7 | 11 |
Charges Incurred | 10 | 13 |
Payments | (12) | (17) |
Foreign Exchange and Other | 1 | 0 |
Restructuring reserve, ending balance | 6 | 7 |
Brokerage and Other Services | Operating Segments | Facilities | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve, beginning balance | 5 | 0 |
Charges Incurred | 0 | 6 |
Payments | (3) | 0 |
Foreign Exchange and Other | 0 | (1) |
Restructuring reserve, ending balance | $ 2 | $ 5 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,636 | $ 3,537 |
Less: accumulated depreciation and amortization | (1,828) | (1,646) |
Total property and equipment, net | 1,808 | 1,891 |
Net book value of capitalized internally-developed software included in property and equipment, net | 230 | 248 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 276 | 297 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 380 | 375 |
Vehicles, tractors, trailers and tankers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,825 | 1,791 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 270 | 264 |
Computer software and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 885 | $ 810 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation of property and equipment and amortization of computer software | $ 388 | $ 382 | $ 370 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Gain Realized on Sales Leaseback Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 235 | $ 221 | $ 197 |
Short-term lease cost | 150 | 86 | 88 |
Variable lease cost | 32 | 29 | 25 |
Total operating lease cost | 417 | 336 | 310 |
Amortization of leased assets | 53 | 43 | 43 |
Interest on lease liabilities | 5 | 5 | 5 |
Total finance lease cost | 58 | 48 | 48 |
Total lease cost | 475 | 384 | 358 |
Gain recognized on sale-leaseback transactions | 69 | 84 | 93 |
Cash proceeds from sale-leaseback transactions | $ 96 | $ 143 | $ 199 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases: | ||
Operating lease assets | $ 908 | $ 844 |
Short-term operating lease liabilities | 170 | 152 |
Operating lease liabilities | 752 | 696 |
Total operating lease liabilities | 922 | 848 |
Finance leases: | ||
Property and equipment, gross | 403 | 392 |
Accumulated depreciation | (156) | (135) |
Property and equipment, net | 247 | 257 |
Short-term borrowings and current maturities of long-term debt | 57 | 59 |
Long-term debt | 180 | 193 |
Total finance lease liabilities | $ 237 | $ 252 |
Weighted-average remaining lease term: | ||
Operating leases | 8 years | 7 years |
Finance leases | 6 years | 6 years |
Weighted-average discount rate: | ||
Operating leases | 4.86% | 5.26% |
Finance leases | 1.98% | 2.33% |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Short-term borrowings and current maturities of long-term debt | Short-term borrowings and current maturities of long-term debt |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-term debt | Long-term debt |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating cash flows for operating leases | $ 224 | $ 223 | $ 201 |
Operating cash flows for finance leases | 5 | 5 | 5 |
Financing cash flows for finance leases | 75 | 59 | 51 |
Leased assets obtained in exchange for new lease obligations: | |||
Operating leases | 271 | 268 | 344 |
Finance leases | $ 71 | $ 46 | $ 53 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Dec. 31, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
Operating leases that have not yet commenced, undiscounted lease payments | $ 11 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating leases that have not yet commenced, term (in years) | 3 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating leases that have not yet commenced, term (in years) | 7 years |
Leases - Maturities of Financin
Leases - Maturities of Financing and Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finance Leases | ||
2022 | $ 61 | |
2023 | 56 | |
2024 | 49 | |
2025 | 34 | |
2026 | 18 | |
Thereafter | 37 | |
Total lease payments | 255 | |
Less: interest | (18) | |
Present value of lease liabilities | 237 | $ 252 |
Operating Leases | ||
2022 | 206 | |
2023 | 189 | |
2024 | 151 | |
2025 | 113 | |
2026 | 88 | |
Thereafter | 373 | |
Total lease payments | 1,120 | |
Less: interest | (198) | |
Present value of lease liabilities | $ 922 | $ 848 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill at beginning of period | $ 2,536,000,000 | $ 2,474,000,000 |
Impact of foreign exchange translation and other | (57,000,000) | 62,000,000 |
Goodwill at end of period | 2,479,000,000 | 2,536,000,000 |
Cumulative goodwill impairments | 0 | |
North American LTL | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of period | 722,000,000 | 722,000,000 |
Impact of foreign exchange translation and other | 0 | 0 |
Goodwill at end of period | 722,000,000 | 722,000,000 |
Brokerage and Other Services | ||
Goodwill [Roll Forward] | ||
Goodwill at beginning of period | 1,814,000,000 | 1,752,000,000 |
Impact of foreign exchange translation and other | (57,000,000) | 62,000,000 |
Goodwill at end of period | $ 1,757,000,000 | $ 1,814,000,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Definite-lived intangibles | ||
Accumulated Amortization | $ 612 | $ 536 |
Customer relationships | ||
Definite-lived intangibles | ||
Gross Carrying Amount | 1,192 | 1,211 |
Accumulated Amortization | $ 612 | $ 536 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment of intangible assets | $ 6 | ||
Amortization expense on intangible assets | $ 86 | $ 87 | $ 96 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense for Amortizable Intangible Assets (Details) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 75 |
2023 | 65 |
2024 | 64 |
2025 | 62 |
2026 | 62 |
Thereafter | $ 252 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Fair Value | $ 0 | $ 0 |
Fair Value | (4) | (113) |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other Current Assets and Other Current Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 362 | 450 |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | 0 | 0 |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | (4) | (44) |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other Long Term Assets and Other Long Term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 110 | 740 |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | 0 | 0 |
Level 2 | Derivatives designated as hedges | Cross-currency swap agreements | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | 0 | (65) |
Level 2 | 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 |
Level 2 | Derivatives designated as hedges | Interest rate swaps | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | 0 | 0 |
Level 2 | Derivatives designated as hedges | Interest rate swaps | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | $ 0 | $ (4) |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Gains and Losses Recognized on Consolidated Statements of Operations for Derivative Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | $ 88 | $ (98) | $ 67 |
Amount of Gain (Loss) Reclassified from AOCI into Net Income | 7 | (15) | 5 |
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 6 | 9 | 11 |
Derivatives designated as cash flow hedges | Cross-currency swap agreements | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | 4 | (12) | 7 |
Amount of Gain (Loss) Reclassified from AOCI into Net Income | 7 | (15) | 5 |
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 0 | 0 | 1 |
Derivatives designated as cash flow hedges | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | 0 | (5) | 5 |
Amount of Gain (Loss) Reclassified from AOCI into Net Income | 0 | 0 | 0 |
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | 0 | 0 | 0 |
Derivatives designated as cash flow hedges | Cross-currency swap agreements | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | 84 | (81) | 55 |
Amount of Gain (Loss) Reclassified from AOCI into Net Income | 0 | 0 | 0 |
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing) | $ 6 | $ 9 | $ 10 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)contract | Dec. 31, 2020USD ($)contract | Dec. 31, 2019USD ($) | |
Derivatives not designated as hedges | |||
Derivative [Line Items] | |||
Pre-tax gain (loss) recognized in earnings | $ (1) | $ 1 | $ (9) |
Foreign currency forward contracts | Derivatives not designated as hedges | |||
Derivative [Line Items] | |||
Number of contracts outstanding | contract | 0 | 0 | |
Foreign currency forward contracts | Derivatives not designated as hedges | Maximum | |||
Derivative [Line Items] | |||
Derivative, term of contract (in months) | 12 months | ||
Cross-currency swap agreements | GXO | |||
Derivative [Line Items] | |||
Currency swaps with a fair value | $ (28) |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) € in Millions | Dec. 31, 2021USD ($) | Aug. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Total debt, principal balance | $ 3,693,000,000 | $ 6,672,000,000 | ||||
Short-term borrowings and current maturities of long-term debt, principal balance | 58,000,000 | 1,286,000,000 | ||||
Long-term debt, excluding short-term borrowings and current maturities principal balance | 3,635,000,000 | 5,386,000,000 | ||||
Long-term debt, carrying value | 3,514,000,000 | 5,240,000,000 | ||||
Carrying Value | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, carrying value | 3,514,000,000 | 5,240,000,000 | ||||
Total debt, carrying value | 3,572,000,000 | 6,521,000,000 | ||||
Short-term debt and current maturities of long-term debt, carrying value | 58,000,000 | 1,281,000,000 | ||||
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 | $ 1,977,000,000 | 1,974,000,000 | ||||
6.50% Senior notes due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 6.50% | 6.50% | ||||
Long-term debt, principal balance | $ 0 | 1,200,000,000 | ||||
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] | ||||||
Interest rate, stated percentage | 6.125% | 6.125% | ||||
Long-term debt, principal balance | $ 0 | 535,000,000 | ||||
6.125% Senior notes due 2023 | Carrying Value | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, carrying value | $ 0 | 531,000,000 | ||||
6.75% Senior notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 6.75% | 6.75% | ||||
Long-term debt, principal balance | $ 0 | 1,000,000,000 | ||||
6.75% Senior notes due 2024 | Carrying Value | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, carrying value | $ 0 | $ 989,000,000 | ||||
6.25% Senior notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 6.25% | 6.25% | 6.25% | 6.25% | ||
Long-term debt, principal balance | $ 1,150,000,000 | $ 1,150,000,000 | ||||
6.25% Senior notes due 2025 | Carrying Value | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, carrying value | 1,141,000,000 | 1,138,000,000 | ||||
6.70% Senior debentures due 2034 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 6.70% | |||||
Long-term debt, principal balance | 300,000,000 | 300,000,000 | ||||
6.70% Senior debentures due 2034 | Carrying Value | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, carrying value | 214,000,000 | 210,000,000 | ||||
Finance leases, asset financing and other | ||||||
Debt Instrument [Line Items] | ||||||
Finance leases, asset financing and other | 240,000,000 | 260,000,000 | ||||
Finance leases, asset financing and other | Carrying Value | ||||||
Debt Instrument [Line Items] | ||||||
Finance leases, asset financing and other | 240,000,000 | 260,000,000 | ||||
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 | 24,000,000 | ||||
Borrowings related to securitization program | Carrying Value | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, carrying value | $ 0 | $ 24,000,000 | € 20 |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Fair value of debt | $ 3,811 | $ 6,908 |
Level 1 | ||
Debt Instrument [Line Items] | ||
Fair value of debt | 1,571 | 4,429 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Fair value of debt | $ 2,240 | $ 2,479 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturity (Details) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 0 |
2024 | 1 |
2025 | 3,153 |
2026 | 1 |
Thereafter | $ 301 |
Debt - ABL Facility (Details)
Debt - ABL Facility (Details) - ABL facility - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Apr. 30, 2019 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||
Secured revolving loan credit agreement amount | $ 1,100,000,000 | $ 1,000,000,000 | |||
Line of credit facility, borrowing base | $ 1,000,000,000 | $ 1,100,000,000 | $ 1,000,000,000 | ||
Letter of credit available for issuance (up to) | $ 350,000,000 | ||||
Percentage of maximum portion of borrowing base attributable to equipment and rolling stock | 20.00% | ||||
Remaining borrowing availability | $ 995,000,000 | ||||
Outstanding letters of credit | $ 5,000,000 | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio (not less than) | 1 | ||||
LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.25% | ||||
LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Percent added to reference rate in effect from time to time to set the interest rate | 1.50% | ||||
Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Percent added to reference rate in effect from time to time to set the interest rate | 0.25% | ||||
Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Percent added to reference rate in effect from time to time to set the interest rate | 0.50% |
Debt - Letters of Credit Facili
Debt - Letters of Credit Facility (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Uncommitted Secured Letter Of Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Secured revolving loan credit agreement amount | $ 198,000,000 | $ 200,000,000 |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Term of debt instrument (years) | 1 year | |
Renewal term (years) | 1 year |
Debt - Term Loan Facilities (De
Debt - Term Loan Facilities (Details) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2015 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||
Debt extinguishment loss | $ 54,000,000 | $ 0 | $ 5,000,000 | ||
Term loan facilities | |||||
Debt Instrument [Line Items] | |||||
Secured revolving loan credit agreement amount | $ 1,600,000,000 | ||||
Debt extinguishment loss | $ 3,000,000 | ||||
Annual effective interest rate | 1.85% | ||||
Prepayment as percentage of excess cash flow | 50.00% | ||||
Required leverage ratio (less than or equal to) | 2.50 | ||||
Incremental loan facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance price as percentage of par value | 99.50% | ||||
Term Loan Facility, Scenario 1 | |||||
Debt Instrument [Line Items] | |||||
Prepayment as percentage of excess cash flow | 25.00% | ||||
Term Loan Facility, Scenario 1 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Required leverage ratio (less than or equal to) | 2.50 | ||||
Term Loan Facility, Scenario 1 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Required leverage ratio (less than or equal to) | 3 | ||||
Term Loan Facility, Scenario 2 | |||||
Debt Instrument [Line Items] | |||||
Prepayment as percentage of excess cash flow | 0.00% | ||||
Term Loan Facility, Scenario 2 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Required leverage ratio (less than or equal to) | 2.50 |
Debt - Schedule of Term Loan Fa
Debt - Schedule of Term Loan Facility (Details) - Term Loan Facility - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,003 | |
First Tranche | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,503 | |
Second Tranche | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500 | |
Interest spread Base rate loans | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.75% | |
Interest spread Base rate loans | First Tranche | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
Interest spread Base rate loans | Second Tranche | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.50% | |
Interest spread LIBOR loans | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.75% | |
Interest spread LIBOR loans | First Tranche | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.00% | |
Interest spread LIBOR loans | Second Tranche | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.50% |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt extinguishment loss | $ 54,000,000 | $ 0 | $ 5,000,000 | |||
6.125% Senior notes due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 6.125% | 6.125% | ||||
Redemption price (percentage) | 100.00% | |||||
Debt instrument redemption amount received | $ 794,000,000 | |||||
Debt extinguishment loss | $ 3,000,000 | |||||
Long-term debt | $ 0 | 535,000,000 | ||||
6.75% Senior notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 6.75% | 6.75% | ||||
Redemption price (percentage) | 103.375% | |||||
Debt extinguishment loss | $ 43,000,000 | |||||
Long-term debt | $ 0 | 1,000,000,000 | ||||
6.50% Senior notes due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 6.50% | 6.50% | ||||
Redemption price (percentage) | 100.00% | |||||
Long-term debt | $ 0 | $ 1,200,000,000 | ||||
6.25% Senior notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, stated percentage | 6.25% | 6.25% | 6.25% | |||
Debt extinguishment loss | $ 5,000,000 | |||||
Long-term debt | $ 1,150,000,000 | $ 1,150,000,000 | ||||
Senior Notes | 6.25% Senior notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 1,150,000,000 | |||||
Face amount | 850,000,000 | |||||
Debt instrument amount issued as percentage | $ 300,000,000 | |||||
Debt issuance price as percentage of par value | 101.75% |
Debt - Senior Debentures (Detai
Debt - Senior Debentures (Details) - 6.70% Senior debentures due 2034 - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 6.70% | |
Debt acquired in an acquisition | $ 300 | |
Annual effective interest rate | 10.96% |
Debt - Trade Securitization Pro
Debt - Trade Securitization Program (Details) € in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) |
Debt Instrument [Line Items] | |||
Long-term debt | $ 3,514,000,000 | $ 5,240,000,000 | |
Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt | 3,514,000,000 | 5,240,000,000 | |
Borrowings related to securitization program | Carrying Value | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 24,000,000 | € 20 |
Debt - Unsecured Credit Facilit
Debt - Unsecured Credit Facility (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | |||||
Debt extinguishment loss | $ 54,000,000 | $ 0 | $ 5,000,000 | ||
Unsecured Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Face amount | $ 500,000,000 | ||||
Short-term borrowing | $ 250,000,000 | $ 250,000,000 | |||
Debt extinguishment loss | $ 5,000,000 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) £ in Millions, $ in Millions | 7 Months Ended | 12 Months Ended | |||
Aug. 01, 2021USD ($) | Aug. 01, 2021GBP (£) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Accumulated other comprehensive loss | $ (84) | $ (158) | |||
Funded (unfunded) status of the plan | 84 | 10 | |||
Defined benefit plan, net periodic benefit expense | 43 | 50 | |||
Cost for defined contribution retirement plans | $ 60 | 57 | $ 57 | ||
Pension Plan | Affiliated Entity | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Transaction amount | $ 34 | £ 26 | |||
Pension Plan | Affiliated Entity | GXO | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Accumulated other comprehensive loss | $ 82 | ||||
Fixed income securities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation percentage | 88.00% | ||||
Defined benefit plan, target allocation percentage to hedge projected liabilities | 95.00% | ||||
Equity securities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation percentage | 12.00% | ||||
U.S. equities | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation within equity securities | 50.00% | ||||
Non-US Equity | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined benefit plan, target allocation within equity securities | 50.00% | ||||
Postretirement Medical Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Funded (unfunded) status of the plan | $ (41) | $ (44) | |||
Qualified Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Funded (unfunded) status of the plan | $ 156 | ||||
Expected long-term rate of return on plan assets | 5.00% | 5.60% | |||
Discount rate - net periodic benefit costs | 1.96% | 2.96% | |||
Non-Qualified Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Funded (unfunded) status of the plan | $ (72) | ||||
Employer contributions | $ 5 | ||||
Minimum | Postretirement Medical Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Discount rate - net periodic benefit costs | 1.56% | 2.66% | 3.87% | ||
Minimum | Qualified Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Expected long-term rate of return on plan assets | 5.80% | ||||
Discount rate - net periodic benefit costs | 4.08% | ||||
Minimum | Non-Qualified Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Discount rate - net periodic benefit costs | 1.11% | 2.40% | 3.65% | ||
Maximum | Postretirement Medical Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Discount rate - net periodic benefit costs | 2.34% | 3.22% | 4.36% | ||
Maximum | Non-Qualified Plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Discount rate - net periodic benefit costs | 1.71% | 2.78% | 3.95% |
Employee Benefit Plans - Change
Employee Benefit Plans - Change in Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of year | $ 2,052 | $ 1,862 | |
Interest cost | 39 | 54 | $ 66 |
Actuarial (gain) loss | (82) | 216 | |
Benefits paid | (84) | (80) | |
Projected benefit obligation at end of year | 1,925 | 2,052 | 1,862 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 2,062 | 1,863 | |
Actual return on plan assets | 25 | 274 | |
Employer contributions | 6 | 5 | |
Benefits paid | (84) | (80) | |
Fair value of plan assets at end of year | $ 2,009 | $ 2,062 | $ 1,863 |
Employee Benefit Plans - Funded
Employee Benefit Plans - Funded Status of Plan (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Funded status at end of year | $ 84 | $ 10 |
Amount recognized in balance sheet: | ||
Long-term assets | 156 | 88 |
Current liabilities | (5) | (5) |
Long-term liabilities | (67) | (73) |
Net pension asset recognized | 84 | 10 |
Plans with projected and accumulated benefit obligation in excess of plan assets: | ||
Projected and accumulated benefit obligation | 72 | $ 78 |
Qualified Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded status at end of year | $ 156 |
Employee Benefit Plans - Accumu
Employee Benefit Plans - Accumulated Other Comprehensive Income and Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net periodic benefit (income) expense: | |||
Interest cost | $ 39 | $ 54 | $ 66 |
Expected return on plan assets | (101) | (102) | (90) |
Amortization of actuarial loss | 1 | 0 | 0 |
Net periodic benefit income | (61) | (48) | (24) |
Amounts recognized in Other comprehensive income (loss): | |||
Actuarial (gain) loss | (7) | 45 | (49) |
Reclassification of recognized AOCI gain due to settlements | 0 | 0 | 0 |
(Gain) loss recognized in Other comprehensive income (loss) | $ (7) | $ 45 | $ (49) |
Qualified Plans | |||
Defined Benefit Plan, Assumptions Used in Calculations | |||
Discount rate - net periodic benefit costs | 1.96% | 2.96% | |
Discount rate - benefit obligations | 2.84% | 2.48% | |
Expected long-term rate of return on plan assets | 5.00% | 5.60% | |
Qualified Plans | Minimum | |||
Defined Benefit Plan, Assumptions Used in Calculations | |||
Discount rate - net periodic benefit costs | 4.08% | ||
Discount rate - benefit obligations | 3.35% | ||
Expected long-term rate of return on plan assets | 5.80% | ||
Non-Qualified Plans | Minimum | |||
Defined Benefit Plan, Assumptions Used in Calculations | |||
Discount rate - net periodic benefit costs | 1.11% | 2.40% | 3.65% |
Discount rate - benefit obligations | 2.19% | 1.62% | 2.72% |
Non-Qualified Plans | Maximum | |||
Defined Benefit Plan, Assumptions Used in Calculations | |||
Discount rate - net periodic benefit costs | 1.71% | 2.78% | 3.95% |
Discount rate - benefit obligations | 2.72% | 2.30% | 3.20% |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected Payments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Expected benefit payments | |
2022 | $ 94 |
2023 | 97 |
2024 | 100 |
2025 | 102 |
2026 | 104 |
2027-2030 | 532 |
Postretirement Medical Plan | |
Expected benefit payments | |
2022 | 3 |
2023 | 3 |
2024 | 3 |
2025 | 4 |
2026 | 3 |
2027-2030 | $ 14 |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Value of Investment Categories (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 2,009 | $ 2,062 | $ 1,863 |
Qualified Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 2,009 | 2,062 | |
Not Subject to Leveling | $ 246 | $ 309 | |
Percentage of Plan Assets | 100.00% | 100.00% | |
Qualified Plans | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 453 | $ 478 | |
Qualified Plans | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 1,310 | 1,275 | |
Qualified Plans | Cash and cash equivalents: | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 34 | 37 | |
Not Subject to Leveling | $ 34 | $ 37 | |
Percentage of Plan Assets | 1.70% | 1.80% | |
Qualified Plans | Cash and cash equivalents: | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 0 | $ 0 | |
Qualified Plans | Cash and cash equivalents: | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 0 | 0 | |
Qualified Plans | U.S. large companies | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 107 | 136 | |
Not Subject to Leveling | $ 107 | $ 136 | |
Percentage of Plan Assets | 5.30% | 6.60% | |
Qualified Plans | U.S. large companies | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 0 | $ 0 | |
Qualified Plans | U.S. large companies | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 0 | 0 | |
Qualified Plans | U.S. small companies | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 17 | 33 | |
Not Subject to Leveling | $ 17 | $ 33 | |
Percentage of Plan Assets | 0.80% | 1.60% | |
Qualified Plans | U.S. small companies | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 0 | $ 0 | |
Qualified Plans | U.S. small companies | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 0 | 0 | |
Qualified Plans | International | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 129 | 155 | |
Not Subject to Leveling | $ 82 | $ 102 | |
Percentage of Plan Assets | 6.40% | 7.50% | |
Qualified Plans | International | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 47 | $ 53 | |
Qualified Plans | International | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 0 | 0 | |
Qualified Plans | Fixed income securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 1,722 | 1,700 | |
Not Subject to Leveling | $ 6 | $ 1 | |
Percentage of Plan Assets | 85.80% | 82.50% | |
Qualified Plans | Fixed income securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 406 | $ 425 | |
Qualified Plans | Fixed income securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 1,310 | 1,274 | |
Qualified Plans | Derivatives | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | 1 | ||
Not Subject to Leveling | $ 0 | ||
Percentage of Plan Assets | 0.00% | ||
Qualified Plans | Derivatives | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 0 | ||
Qualified Plans | Derivatives | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total plan assets | $ 1 |
Employee Benefit Plans - Benefi
Employee Benefit Plans - Benefit Obligations and Funded Status for Medical Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of year | $ 2,052 | $ 1,862 | |
Interest cost on projected benefit obligation | 39 | 54 | $ 66 |
Actuarial loss | (82) | 216 | |
Benefits paid | (84) | (80) | |
Projected benefit obligation at end of year | 1,925 | 2,052 | 1,862 |
Funded status of the plan | 84 | 10 | |
Amounts recognized in the balance sheet consist of: | |||
Current liabilities | (5) | (5) | |
Long-term liabilities | (67) | (73) | |
Net pension asset recognized | 84 | 10 | |
Postretirement Medical Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of year | 44 | 41 | |
Interest cost on projected benefit obligation | 1 | 1 | |
Actuarial loss | 0 | (4) | |
Participant contributions | 1 | 1 | |
Benefits paid | (5) | (3) | |
Projected benefit obligation at end of year | 41 | 44 | $ 41 |
Funded status of the plan | (41) | (44) | |
Amounts recognized in the balance sheet consist of: | |||
Current liabilities | (3) | (3) | |
Long-term liabilities | (38) | (41) | |
Net pension asset recognized | $ (41) | $ (44) | |
Discount rate assumption as of December 31 | 2.67% | 2.20% | |
Postretirement Medical Plan | Minimum | |||
Amounts recognized in the balance sheet consist of: | |||
Discount rate - net periodic benefit costs | 1.56% | 2.66% | 3.87% |
Postretirement Medical Plan | Maximum | |||
Amounts recognized in the balance sheet consist of: | |||
Discount rate - net periodic benefit costs | 2.34% | 3.22% | 4.36% |
Stockholder's Equity - Narrativ
Stockholder's Equity - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)seriesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2011$ / sharesshares | Mar. 31, 2019USD ($) | Feb. 28, 2019USD ($) | |
Stockholders Equity [Line Items] | ||||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ / shares | $ 7 | |||||||
Preferred stock, shares outstanding (in shares) | 1,000 | 0 | 1,000 | |||||
Warrants outstanding (in shares) | 0 | |||||||
Cash paid in connection with preferred stock conversion | $ | $ 0 | $ 22,000,000 | $ 0 | |||||
Minimum | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of preferred stock board of directors is authorized to establish (one or more) | series | 1 | |||||||
Common Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Issuance of common stock upon conversion of preferred stock and warrants (in shares) | 300,000 | 145,000 | 10,014,000 | |||||
Exercise of warrants (in shares) | 9,215,000 | |||||||
Warrant | ||||||||
Stockholders Equity [Line Items] | ||||||||
Conversion of preferred stock and warrants, amount converted (shares) | 300,000 | 9,800,000 | ||||||
2018 Program | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock repurchase program authorized amount | $ | $ 1,000,000,000 | |||||||
2019 Program | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock repurchase program authorized amount | $ | $ 1,500,000,000 | |||||||
Remaining authorization | $ | $ 617,000,000 | |||||||
2021 Program | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock repurchased during period (in shares) | 0 | |||||||
Remaining authorization | $ | $ 503,000,000 | |||||||
Convertible Preferred Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Proceeds from issuance of preferred stock, net of issuance costs (in shares) | 75,000 | |||||||
Liquidation preference (usd per share) | $ / shares | $ 1,000 | |||||||
Class of warrant or right, exercise price of warrants or rights (in usd per share) | $ / shares | $ 7 | |||||||
Preferred stock, liquidation preference, percentage | 4.00% | |||||||
Convertible Preferred Stock | Preferred Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Conversion of preferred stock and warrants, amount converted (shares) | 69,445 | 1,015 | ||||||
Cash paid in connection with preferred stock conversion | $ | $ 22,000,000 | |||||||
Convertible Preferred Stock | Common Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Issuance of common stock upon conversion of preferred stock and warrants (in shares) | 9,900,000 | 100,000 | ||||||
Over-Allotment Option | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 5,000,000 | |||||||
Gross proceeds received net of fees and expenses | $ | $ 384,000,000 | |||||||
Over-Allotment Option | XPO | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 2,500,000 | |||||||
Over-Allotment Option | JPE | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 2,500,000 | |||||||
Underwriters | ||||||||
Stockholders Equity [Line Items] | ||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 138 | |||||||
Options, granted (in shares) | 750,000 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Shares Repurchased (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
2020 Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Shares repurchased and retired (in shares) | 2 | |
Aggregate value | $ 114 | |
Average price per share (in usd per share) | $ 66.58 | |
Remaining authorization | $ 503 | |
2019 Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Shares repurchased and retired (in shares) | 25 | |
Aggregate value | $ 1,347 | |
Average price per share (in usd per share) | $ 53.41 | |
Remaining authorization | $ 617 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, number of shares authorized for issuance (in shares) | 2,000,000,000,000 | ||
Number of shares available for purchase (in shares) | 2,000,000,000,000 | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum employee contribution percentage into ESPP | 10.00% | ||
ESPP discount percentage from market price on last trading day at end of purchase period | 5.00% | ||
ESPP offering period | 6 months | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term of options | 10 years | ||
Options, granted (in shares) | 0 | ||
Options, outstanding, intrinsic value (less than) | $ 1 | ||
Options, exercised, intrinsic value | 4 | $ 56 | $ 6 |
Proceeds from stock options exercised | $ 2 | 1 | 1 |
Stock Options | Employee and Officer | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, award vesting period | 3 years | ||
Stock Options | Employee and Officer | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, award vesting period | 5 years | ||
Stock Options | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, award vesting period | 1 year | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units, vested, fair value | $ 69 | $ 64 | 13 |
Outstanding (in shares) | 1,461,610 | 1,615,812 | |
Performance Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units, vested, fair value | $ 2 | $ 8 | $ 23 |
Outstanding (in shares) | 2,006,235 | 1,856,561 | |
Performance-based Restricted Stock Units Subject To Service, Market and Performance Based Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding (in shares) | 1,700,480 | ||
Performance-based Restricted Stock Units Subject To Service Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding (in shares) | 283,764 | ||
Restricted Stock Units Subject To Service and Market Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding (in shares) | 21,991 | ||
Restricted Stock Units and Performance-based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 69 | ||
Unrecognized compensation cost, period for recognition | 2 years 7 months 20 days | ||
2016 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized (in shares) | 7,200,000 | ||
Shares available for issuance (in shares) | 1,700,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 37 | $ 41 | $ 56 |
Tax benefit on stock-based compensation | (5) | (13) | (2) |
Restricted stock and restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 28 | 32 | 24 |
Performance-based restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 9 | 2 | 5 |
Cash-settled performance-based restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 0 | $ 7 | $ 27 |
Stock-Based Compensation - Equi
Stock-Based Compensation - Equity Awards Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | ||
Number of Stock Options | ||
Options, outstanding at beginning of period (in shares) | 42,755 | |
Options, granted (in shares) | 0 | |
Options, exercised (in shares) | (51,783) | |
Options, forfeited (in shares) | 0 | |
Effect of spin-off (in shares) | 15,636 | |
Options, outstanding at end of period (in shares) | 6,608 | 42,755 |
Options, exercisable (in shares) | 6,608 | |
Weighted-Average Exercise Price | ||
Options, weighted average exercise price, beginning of period (in usd per share) | $ 21.01 | |
Options, weighted average exercise price, granted (in usd per share) | 0 | |
Options, weighted average exercise price, exercised (in usd per share) | 14.62 | |
Options, weighted average exercise price, forfeited (in usd per share) | 0 | |
Options, weighted average exercise price, end of period (in usd per share) | 9.80 | $ 21.01 |
Options, weighted average exercise price, exercisable (in usd per share) | $ 9.80 | |
Weighted-Average Remaining Term | ||
Options, outstanding, weighted average remaining term | 11 months 4 days | 3 years 4 months 9 days |
Options, exercisable, weighted average remaining term | 11 months 4 days | |
Restricted stock and restricted stock units | ||
Shares | ||
Outstanding at beginning of period (in shares) | 1,615,812 | |
Granted (in shares) | 839,372 | |
Vested (in shares) | (578,216) | |
Forfeited and canceled (in shares) | (337,312) | |
Effect of spin-off of GXO (in shares) | (78,046) | |
Outstanding at end of period (in shares) | 1,461,610 | 1,615,812 |
Weighted-Average Grant Date Fair Value | ||
Outstanding at beginning of period (in usd per share) | $ 67.43 | |
Granted (in usd per share) | 87.13 | |
Vested (in usd per share) | 68.31 | |
Forfeited and canceled (in usd per share) | 105.04 | |
Outstanding at end of period (in usd per share) | $ 54.81 | $ 67.43 |
Performance-based restricted stock units | ||
Shares | ||
Outstanding at beginning of period (in shares) | 1,856,561 | |
Granted (in shares) | 70,954 | |
Vested (in shares) | (22,617) | |
Forfeited and canceled (in shares) | (597,739) | |
Effect of spin-off of GXO (in shares) | 699,076 | |
Outstanding at end of period (in shares) | 2,006,235 | 1,856,561 |
Weighted-Average Grant Date Fair Value | ||
Outstanding at beginning of period (in usd per share) | $ 45.39 | |
Granted (in usd per share) | 80.67 | |
Vested (in usd per share) | 75 | |
Forfeited and canceled (in usd per share) | 44.19 | |
Outstanding at end of period (in usd per share) | $ 46.19 | $ 45.39 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Related to Domestic and Foreign (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 420 | $ 45 | $ 286 |
Foreign | (10) | (80) | 15 |
Income (loss) from continuing operations before income tax provision (benefit) | $ 410 | $ (35) | $ 301 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
U.S. Federal | $ 56 | $ 30 | $ (3) |
State | 13 | 7 | 1 |
Foreign | 13 | 16 | 22 |
Total current income tax provision | 82 | 53 | 20 |
Deferred: | |||
U.S. Federal | (10) | (40) | 52 |
State | (7) | (3) | 4 |
Foreign | 22 | (32) | (16) |
Total deferred income tax provision (benefit) | 5 | (75) | 40 |
Total income tax provision (benefit) | $ 87 | $ (22) | $ 60 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory tax rate | 21.00% | 21.00% | 21.00% |
State taxes, net of U.S. federal benefit | 2.40% | (7.40%) | 1.20% |
Foreign operations | 10.30% | 16.90% | (1.10%) |
Contribution- and margin-based taxes | 0.012 | (0.224) | 0.028 |
Changes in uncertain tax positions | (2.10%) | (10.80%) | (1.60%) |
Non-deductible compensation | 1.80% | (0.40%) | 0.10% |
Provision to return adjustments | 1.20% | 11.40% | (1.40%) |
Effect of law changes | (1.00%) | (3.90%) | 0.80% |
Stock-based compensation | (1.40%) | 42.00% | (0.90%) |
Long-term capital loss | (11.00%) | 0.00% | 0.00% |
Other | (1.10%) | 17.00% | (1.20%) |
Effective tax rate | 21.30% | 63.40% | 19.70% |
U.S. Federal tax credits | 7.70% | ||
U.S. Federal tax permanent adjustments | 6.50% | ||
Change in valuation allowance | 2.70% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Net operating loss and other tax attribute carryforwards | $ 77 | $ 72 |
Accrued expenses | 60 | 87 |
Pension and other retirement obligations | 0 | 21 |
Other | 46 | 69 |
Total deferred tax asset | 183 | 249 |
Valuation allowance | (37) | (40) |
Total deferred tax asset, net | 146 | 209 |
Deferred tax liability | ||
Intangible assets | (172) | (194) |
Property and equipment | (252) | (256) |
Pension and other retirement obligations | (6) | 0 |
Other | (24) | (38) |
Total deferred tax liability | (454) | (488) |
Other long-term assets | 8 | 7 |
Deferred tax liability | (316) | (286) |
Net deferred tax liability | $ (308) | $ (279) |
Income Taxes - Schedule of Oper
Income Taxes - Schedule of Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 24 | $ 26 |
Tax credit carryforwards | 3 | 4 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 14 | 22 |
Federal long-term capital loss carryforwards | 126 | 0 |
Tax credit carryforwards | 1 | 0 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 93 | $ 189 |
Income Taxes - Change in Deferr
Income Taxes - Change in Deferred Tax Asset Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 40 | $ 33 | $ 38 |
Additions | 43 | 8 | 3 |
Reductions | (46) | (1) | (8) |
Ending Balance | $ 37 | $ 40 | $ 33 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 17 | $ 15 | $ 20 |
Additions for tax positions of the current period | 0 | 0 | 0 |
Additions for tax positions of prior years | 0 | 5 | 3 |
Reductions for tax positions of prior years | (1) | (1) | (7) |
Settlements with tax authorities | (1) | (1) | (1) |
Reductions due to the statute of limitations | (7) | (1) | 0 |
Currency translation adjustment | 0 | 0 | 0 |
Ending balance | 8 | 17 | 15 |
Interest and penalties | 5 | 6 | 6 |
Gross unrecognized tax benefits | 13 | 23 | 21 |
Gross unrecognized tax benefits | $ 8 | $ 17 | $ 15 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Reduction to unrecognized tax benefits | $ 1 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic earnings (loss) per common share | |||||||||||
Income (loss) from continuing operations | $ 126 | $ 21 | $ 113 | $ 63 | $ 66 | $ 37 | $ (107) | $ (9) | $ 323 | $ (13) | $ 241 |
Net loss from continuing operations attributable to noncontrolling interests | 0 | 3 | 0 | ||||||||
Net income (loss) from continuing operations attributable to XPO | 323 | (10) | 241 | ||||||||
Preferred stock conversion charge | 0 | (22) | 0 | ||||||||
Series A preferred stock dividends | 0 | (3) | (3) | ||||||||
Non-cash allocation of undistributed earnings | 0 | (6) | (37) | ||||||||
Net income (loss) from continuing operations attributable to common shares, basic | 126 | 21 | 113 | 63 | 34 | 28 | (105) | (11) | 323 | (41) | 201 |
Income from discontinued operations, net of taxes | (4) | (78) | 45 | 55 | 62 | 61 | (27) | 34 | 18 | 130 | 199 |
Net income from discontinued operations attributable to noncontrolling interests | (5) | (10) | (21) | ||||||||
Net income from discontinued operations attributable to GXO | (4) | (78) | 43 | 52 | 59 | 56 | (27) | 32 | 13 | 120 | 178 |
Net income (loss) from continuing operations attributable to common shares, basic | 126 | 21 | 113 | 63 | 34 | 28 | (105) | (11) | 323 | (41) | 201 |
Net income from discontinued operations attributable to common shares, basic | (4) | (78) | 43 | 52 | 59 | 56 | (27) | 32 | 13 | 120 | 178 |
Net income (loss) attributable to common shareholders, basic | $ 122 | $ (57) | $ 156 | $ 115 | $ 93 | $ 84 | $ (132) | $ 21 | $ 336 | $ 79 | $ 379 |
Basic weighted-average common shares (in shares) | 112 | 92 | 96 | ||||||||
Continuing operations, basic (in dollars per share) | $ 1.09 | $ 0.19 | $ 1.01 | $ 0.59 | $ 0.37 | $ 0.30 | $ (1.16) | $ (0.11) | $ 2.88 | $ (0.45) | $ 2.09 |
Basic earnings from discontinued operations per share (in dollars per share) | (0.03) | (0.69) | 0.38 | 0.49 | 0.64 | 0.63 | (0.29) | 0.34 | 0.11 | 1.32 | 1.86 |
Basic earnings per share attributable to common shareholders (usd per share) | $ 1.06 | $ (0.50) | $ 1.39 | $ 1.08 | $ 1.01 | $ 0.93 | $ (1.45) | $ 0.23 | $ 2.99 | $ 0.87 | $ 3.95 |
Diluted earnings (loss) per common share | |||||||||||
Net income (loss) from continuing operations attributable to common shares, diluted | $ 126 | $ 21 | $ 113 | $ 63 | $ 34 | $ 28 | $ (105) | $ (11) | $ 323 | $ (41) | $ 201 |
Net income from discontinued operations attributable to common shares, diluted | (4) | (78) | 43 | 52 | 59 | 56 | (27) | 32 | 13 | 120 | 178 |
Net income (loss) attributable to common shareholders, diluted | $ 122 | $ (57) | $ 156 | $ 115 | $ 93 | $ 84 | $ (132) | $ 21 | $ 336 | $ 79 | $ 379 |
Basic weighted-average common shares (in shares) | 112 | 92 | 96 | ||||||||
Dilutive effect of stock-based awards and warrants (in shares) | 2 | 0 | 10 | ||||||||
Diluted weighted-average common shares (in shares) | 114 | 92 | 106 | ||||||||
Diluted earnings (loss) from continuing operations per share (in dollars per share) | $ 1.08 | $ 0.19 | $ 1 | $ 0.56 | $ 0.33 | $ 0.27 | $ (1.16) | $ (0.11) | $ 2.82 | $ (0.45) | $ 1.89 |
Diluted earnings from discontinued operations per share (in dollars per share) | (0.03) | (0.68) | 0.38 | 0.46 | 0.58 | 0.56 | (0.29) | 0.34 | 0.11 | 1.32 | 1.68 |
Diluted earnings per share attributable to common shareholders (usd per share) | $ 1.05 | $ (0.49) | $ 1.38 | $ 1.02 | $ 0.91 | $ 0.83 | $ (1.45) | $ 0.23 | $ 2.93 | $ 0.87 | $ 3.57 |
Potential common shares excluded (in shares) | 0 | 20 | 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2012claimant | Sep. 30, 2021USD ($) | |
Alvarez Case | ||
Loss Contingencies [Line Items] | ||
Settlement amount awarded to other party | $ 20 | |
Arrellano Case | ||
Loss Contingencies [Line Items] | ||
Settlement amount awarded to other party | $ 9.5 | |
Insurance Contribution Litigation | ||
Loss Contingencies [Line Items] | ||
Number of insurance companies | claimant | 18 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information [Line Items] | |||||||||||
Revenue | $ 3,361 | $ 3,270 | $ 3,186 | $ 2,989 | $ 2,938 | $ 2,675 | $ 2,127 | $ 2,459 | $ 12,806 | $ 10,199 | $ 10,681 |
Operating income (loss) | 174 | 112 | 191 | 139 | 153 | 138 | (101) | 38 | 616 | 228 | 561 |
Income (loss) from continuing operations | 126 | 21 | 113 | 63 | 66 | 37 | (107) | (9) | 323 | (13) | 241 |
Income from discontinued operations, net of taxes | (4) | (78) | 45 | 55 | 62 | 61 | (27) | 34 | 18 | 130 | 199 |
Net income (loss) | 122 | (57) | 158 | 118 | 128 | 98 | (134) | 25 | 341 | 117 | 440 |
Net income (loss) attributable to common shareholders | |||||||||||
Continuing operations, basic | 126 | 21 | 113 | 63 | 34 | 28 | (105) | (11) | 323 | (41) | 201 |
Discontinued operations, basic | (4) | (78) | 43 | 52 | 59 | 56 | (27) | 32 | 13 | 120 | 178 |
Net income (loss) attributable to common shareholders, basic | 122 | (57) | 156 | 115 | 93 | 84 | (132) | 21 | 336 | 79 | 379 |
Continuing operations, diluted | 126 | 21 | 113 | 63 | 34 | 28 | (105) | (11) | 323 | (41) | 201 |
Discontinued operations, diluted | (4) | (78) | 43 | 52 | 59 | 56 | (27) | 32 | 13 | 120 | 178 |
Net income (loss) attributable to common shareholders, diluted | $ 122 | $ (57) | $ 156 | $ 115 | $ 93 | $ 84 | $ (132) | $ 21 | $ 336 | $ 79 | $ 379 |
Basic earnings (loss) per share: | |||||||||||
Continuing operations, basic (in dollars per share) | $ 1.09 | $ 0.19 | $ 1.01 | $ 0.59 | $ 0.37 | $ 0.30 | $ (1.16) | $ (0.11) | $ 2.88 | $ (0.45) | $ 2.09 |
Discontinued operations, basic (in dollars per share) | (0.03) | (0.69) | 0.38 | 0.49 | 0.64 | 0.63 | (0.29) | 0.34 | 0.11 | 1.32 | 1.86 |
Basic earnings per share attributable to common shareholders (usd per share) | 1.06 | (0.50) | 1.39 | 1.08 | 1.01 | 0.93 | (1.45) | 0.23 | 2.99 | 0.87 | 3.95 |
Diluted earnings (loss) per common share | |||||||||||
Continuing operations, diluted (usd per share) | 1.08 | 0.19 | 1 | 0.56 | 0.33 | 0.27 | (1.16) | (0.11) | 2.82 | (0.45) | 1.89 |
Discontinued operations, diluted (usd per share) | (0.03) | (0.68) | 0.38 | 0.46 | 0.58 | 0.56 | (0.29) | 0.34 | 0.11 | 1.32 | 1.68 |
Diluted earnings per share attributable to common shareholders (usd per share) | $ 1.05 | $ (0.49) | $ 1.38 | $ 1.02 | $ 0.91 | $ 0.83 | $ (1.45) | $ 0.23 | $ 2.93 | $ 0.87 | $ 3.57 |
Litigation settlements | $ 29 | $ 31 | $ 0 | $ 0 | |||||||
Transaction and integration costs | $ 29 | $ 37 | 37 | 75 | 5 | ||||||
Restructuring costs | 28 | 19 | 31 | 35 | |||||||
Continuing operations, diluted | $ 126 | $ 21 | $ 113 | $ 63 | $ 34 | $ 28 | $ (105) | $ (11) | $ 323 | $ (41) | $ 201 |
Diluted earnings per share from discontinued operations (usd per share) | $ (0.03) | $ (0.68) | $ 0.38 | $ 0.46 | $ 0.58 | $ 0.56 | $ (0.29) | $ 0.34 | $ 0.11 | $ 1.32 | $ 1.68 |
Preferred Stock Conversion | |||||||||||
Net income (loss) attributable to common shareholders | |||||||||||
Continuing operations, diluted | $ 22 | ||||||||||
Diluted earnings (loss) per common share | |||||||||||
Discontinued operations, diluted (usd per share) | $ 0.22 | ||||||||||
Continuing operations, diluted | $ 22 | ||||||||||
Diluted earnings per share from discontinued operations (usd per share) | $ 0.22 |