View Filing Data

Print Document View Excel Document

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Dec. 31, 2018	Feb. 08, 2019	Jun. 30, 2018
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Trading Symbol	XPO
Entity Registrant Name	XPO Logistics, Inc.
Entity Central Index Key	0001166003
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Emerging Growth Company	false
Smaller Reporting Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		109,194,970
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 12.0

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 502	$ 397
Accounts receivable, net of allowances of $52 and $42, respectively	2,596	2,725
Other current assets	590	466
Total current assets	3,688	3,588
Property and equipment, net of $1,585 and $1,110 in accumulated depreciation, respectively	2,605	2,664
Goodwill	4,467	4,564
Identifiable intangible assets, net of $706 and $560 in accumulated amortization, respectively	1,253	1,435
Other long-term assets	257	351
Total long-term assets	8,582	9,014
Total assets	12,270	12,602
Current liabilities:
Accounts payable	1,258	1,251
Accrued expenses	1,480	1,526
Short-term borrowings and current maturities of long-term debt	367	104
Other current liabilities	208	116
Total current liabilities	3,313	2,997
Long-term debt	3,902	4,418
Deferred tax liability	444	419
Employee benefit obligations	153	162
Other long-term liabilities	488	596
Total long-term liabilities	4,987	5,595
Stockholders’ equity:
Convertible perpetual preferred stock, $0.001 par value; 10 shares authorized; 0.07 of Series A shares issued and outstanding as of December 31, 2018 and 2017, respectively	41	41
Common stock, $0.001 par value; 300 shares authorized; 116 and 120 shares issued and outstanding as of December 31, 2018 and 2017, respectively	0	0
Additional paid-in capital	3,311	3,590
Retained earnings (accumulated deficit)	377	(43)
Accumulated other comprehensive (loss) income	(154)	16
Total stockholders’ equity before noncontrolling interests	3,575	3,604
Noncontrolling interests	395	406
Total equity	3,970	4,010
Total liabilities and equity	$ 12,270	$ 12,602

Consolidated Balance Sheets - (Parenthetical) - USD ($) shares in Thousands, $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Accounts receivable allowances	$ 52	$ 42
Property and equipment, accumulated depreciation	1,585	1,110
Identifiable intangible assets, accumulated amortization	$ 706	$ 560
Preferred stock, par value (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000	10,000
Preferred stock, shares issued (in shares)	70	70
Preferred stock, shares outstanding (in shares)	70	70
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	300,000	300,000
Common stock, shares issued (in shares)	116,000	120,000
Common stock, shares outstanding (in shares)	116,000	120,000

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenue	$ 17,279	$ 15,381	$ 14,619
Operating expenses
Cost of transportation and services	9,013	8,132	7,887
Direct operating expense	5,725	5,006	4,616
Sales, general and administrative expense	1,837	1,661	1,652
Total operating expenses	16,575	14,799	14,155
Operating income	704	582	464
Other expense (income)	(109)	(57)	(34)
Foreign currency loss (gain)	3	58	(40)
Debt extinguishment loss	27	36	70
Interest expense	217	284	361
Income before income tax provision (benefit)	566	261	107
Income tax provision (benefit)	122	(99)	22
Net income	444	360	85
Net income attributable to noncontrolling interests	(22)	(20)	(16)
Net income attributable to XPO	422	340	69
Earnings per share data (Note 16):
Net income attributable to common shareholders	$ 390	$ 312	$ 63
Basic earnings per share (in usd per share)	$ 3.17	$ 2.72	$ 0.57
Diluted earnings per share (in usd per share)	$ 2.88	$ 2.45	$ 0.53
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding (in shares)	123	115	110
Diluted weighted-average common shares outstanding (in shares)	135	128	123

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 444	$ 360	$ 85
Other comprehensive (loss) income, net of tax
Foreign currency translation (loss) gain, net of tax effect of $(6), $47 and $-	(100)	180	(138)
Unrealized (loss) gain on financial assets/liabilities designated as hedging instruments, net of tax effect of $(1), $(1) and $-	(6)	5	(7)
Defined benefit plans adjustment, net of tax effect of $23, $(29) and $(4)	(91)	90	4
Other comprehensive (loss) income	(197)	275	(141)
Comprehensive income (loss)	247	635	(56)
Less: Comprehensive (loss) income attributable to noncontrolling interests	(5)	72	(3)
Comprehensive income (loss) attributable to XPO	$ 252	$ 563	$ (53)

Consolidated Statements of Comprehensive Income (Loss) - (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
Foreign currency translation gain (loss) tax effect	$ (6)	$ 47	$ 0
Unrealized gain (loss) on financial assets/liabilities designated as hedging instrument, tax effect	(1)	(1)	0
Defined benefit plans adjustment, tax effect	$ 23	$ (29)	$ (4)

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating activities
Net income	$ 444	$ 360	$ 85
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization	716	658	643
Stock compensation expense	49	79	55
Accretion of debt	15	19	17
Deferred tax expense (benefit)	45	(158)	(21)
Debt extinguishment loss	27	36	70
Unrealized (gain) loss on foreign currency option and forward contracts	(20)	49	(40)
Gain on sale of equity investment	(24)	0	0
Other	0	13	8
Changes in assets and liabilities:
Accounts receivable	(13)	(320)	(154)
Other assets	(49)	(92)	13
Accounts payable	35	140	2
Accrued expenses and other liabilities	(123)	1	(56)
Net cash provided by operating activities	1,102	785	622
Investing activities
Payment for purchases of property and equipment	(551)	(504)	(483)
Proceeds from sale of assets	143	118	69
Proceeds from sale of business, net of $11 cash divested	0	0	548
Other	8	0	8
Net cash (used in) provided by investing activities	(400)	(386)	142
Financing activities
Proceeds from issuance of debt	1,074	819	1,378
Repurchase of debt	(1,225)	(1,387)	(1,889)
Proceeds from borrowings on ABL facility	1,355	995	360
Repayment of borrowings on ABL facility	(1,455)	(925)	(330)
Repayment of long-term debt and capital leases	(119)	(106)	(151)
Payment of debt issuance costs	(10)	(17)	(26)
Proceeds from forward sale settlement	349	0	0
Proceeds from common stock offerings	0	288	0
Repurchase of common stock	(536)	0	0
Change in bank overdrafts	0	(3)	(17)
Payment for tax withholdings for restricted shares	(53)	(17)	(11)
Dividends paid	(8)	(7)	(5)
Other	8	(6)	10
Net cash used in financing activities	(620)	(366)	(681)
Effect of exchange rates on cash, cash equivalents and restricted cash	(17)	16	(4)
Net increase in cash, cash equivalents and restricted cash	65	49	79
Cash, cash equivalents and restricted cash, beginning of year	449	400	321
Cash, cash equivalents and restricted cash, end of year	514	449	400
Supplemental disclosure of cash flow information:
Cash paid for interest	233	274	363
Cash paid for income taxes	$ 70	$ 79	$ 41

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement of Cash Flows [Abstract]
Cash divested	$ 0	$ 0	$ 11

Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Total Stockholders’ Equity	Non-controlling Interests	Series A Preferred Stock Preferred Stock	Series A Preferred Stock Common Stock	Series A Preferred Stock Additional Paid-In Capital
Balance at beginning of period (in shares) at Dec. 31, 2015		109,523						73
Balance at beginning of period at Dec. 31, 2015	$ 3,061	$ 0	$ 3,212	$ (465)	$ (72)	$ 2,717	$ 344	$ 42
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	85			69		69	16
Other comprehensive (loss) income	(141)				(122)	(122)	(19)
Repurchase of noncontrolling interest	3		3			3
Exercise and vesting of stock compensation awards (in shares)		1,298
Exercise and vesting of stock compensation awards	10		10			10
Tax withholdings related to vesting of stock compensation awards (in shares)		0
Tax withholdings related to vesting of stock compensation awards	(11)		(11)			(11)
Conversion of Series A preferred stock to common stock (in shares)								(1)	93
Issuance of common stock upon conversion of convertible senior notes, net of tax (in shares)		173
Issuance of common stock upon conversion of convertible senior notes, net of tax	3		3			3
Dividend paid	(6)			(3)		(3)	(3)
Adoption of stock compensation standard	7		1	6		7
Stock compensation expense	27		27			27
Balance at end of period (in shares) at Dec. 31, 2016		111,087						72
Balance at end of period at Dec. 31, 2016	3,038	$ 0	3,245	(393)	(194)	2,700	338	$ 42
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	360			340		340	20
Other comprehensive (loss) income	275				223	223	52
Exercise and vesting of stock compensation awards (in shares)		728
Exercise and vesting of stock compensation awards	1		1			1
Tax withholdings related to vesting of stock compensation awards (in shares)		0
Tax withholdings related to vesting of stock compensation awards	(17)		(17)			(17)
Issuance of common stock from offering (in shares)		5,000
Issuance of common stock from offering	288		288			288
Conversion of Series A preferred stock to common stock (in shares)									103
Conversion of Series A preferred stock to common stock								$ (1)		$ 1
Issuance of common stock upon conversion of convertible senior notes, net of tax (in shares)		3,002
Issuance of common stock upon conversion of convertible senior notes, net of tax	49		49			49
Dividend paid	(7)			(3)		(3)	(4)
Impact of tax reform act				13	(13)
Stock compensation expense	23		23			23
Balance at end of period (in shares) at Dec. 31, 2017		119,920						72
Balance at end of period at Dec. 31, 2017	4,010	$ 0	3,590	(43)	16	3,604	406	$ 41
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	444			422		422	22
Other comprehensive (loss) income	(197)				(170)	(170)	(27)
Exercise and vesting of stock compensation awards (in shares)		995
Exercise and vesting of stock compensation awards	1		1			1
Tax withholdings related to vesting of stock compensation awards	(53)		(53)			(53)
Issuance of common stock from offering (in shares)		6,000
Issuance of common stock from offering	349		349			349
Retirement of common stock (in shares)		(11,314)
Retirement of common stock	(608)		(608)			(608)
Dividend paid	(9)			(3)		(3)	(6)
Stock compensation expense	30		30			30
Other (in shares)		82
Other	3		2	1		3
Balance at end of period (in shares) at Dec. 31, 2018		115,683						72
Balance at end of period at Dec. 31, 2018	$ 3,970	$ 0	$ 3,311	$ 377	$ (154)	$ 3,575	$ 395	$ 41

Organization	12 Months Ended
Organization	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Nature of Operations XPO Logistics, Inc. and its subsidiaries (“XPO” or the “Company”) uses an integrated network of people, technology and physical assets to help customers manage their goods most efficiently through their supply chains. The Company’s customers are multinational, national, mid-size and small enterprises. XPO runs its business on a global basis, with two reportable segments: Transportation and Logistics. See Note 4—Segment Reporting and Geographic Information to our consolidated financial statements for further information on the Company’s segments.

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenue and expense during the reporting period. Estimates have been prepared on the basis of the most current and best available information, but actual results could differ materially from those estimates. Certain reclassifications have been made to prior year amounts to conform to the current year’s presentation.

Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. Intercompany accounts and transactions have been eliminated in the consolidated financial statements.

If the Company determines that it has a variable interest in a VIE, the Company then evaluates if it is the primary beneficiary of the VIE. The evaluation assesses whether the Company has the power to direct the activities that significantly affect the VIE’s economic performance, including having operational control over each VIE and operating the VIEs under the XPO brand or policies. When changes occur to the design of an entity, the Company reconsiders whether it is subject to the VIE model. The Company continuously evaluates whether it has a controlling financial interest in a VIE. Investors in these entities only have recourse to the assets owned by the entity and not to the Company’s general credit. The Company does not have implicit support arrangements with any VIE. Other than the special purpose entity which the Company consolidates related to the European Trade Securitization Program discussed in Note 11—Debt, assets and liabilities of VIEs for which the Company is the primary beneficiary are not significant to the Company’s consolidated financial statements.

The Company has a controlling financial interest in other entities where it currently holds, directly or indirectly, more than 50% of the voting rights or where it exercises control through substantive participating rights or as a general partner. Where the Company is a general partner, it considers substantive removal rights held by other partners in determining if it holds a controlling financial interest. The Company reevaluates whether it has a controlling financial interest in these entities when its voting or substantive participating rights change. Income or loss attributable to noncontrolling interests is deducted from net income/loss to determine net income/loss attributable to XPO. The noncontrolling interests reflected in our consolidated financial statements primarily relate to the 13.75% minority interest in Norbert Dentressangle SA (“ND”).

Recast of Financial Information Due to Adoption of New Accounting Guidance

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Compensation - Retirement Benefits (Topic 715): “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The ASU changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of the benefits in the Consolidated Statements of Income. This cost, commonly referred to as the “net periodic benefit cost,” is comprised of several components that reflect different aspects of the arrangement with the employee, including the effect of the related funding. Previously, the Company aggregated the various components of the net periodic benefit cost (including interest cost and the expected return on plan assets) for presentation purposes and had included these costs within Operating income in the Consolidated Statements of Income. Under the new guidance, these costs are presented below Operating income. The Company adopted the standard on January 1, 2018 and recast prior periods to reflect the new presentation. The adoption of the standard had no impact on Net income. The amount of net periodic pension income included in Other expense (income) was $72 million, $42 million and $24 million for the years ended December 31, 2018, 2017 and 2016, respectively.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash.” The ASU requires that the statement of cash flows reconcile the change during the period in the total of cash, cash equivalents and restricted cash. The Company adopted this standard on January 1, 2018 and applied its provisions retrospectively. The adoption of this standard reduced cash flows provided by operating activities by $14 million and $3 million for the years ended December 31, 2017 and 2016, respectively, and reduced cash flows used by investing activities by $39 million on the Consolidated Statements of Cash Flows for the year ended December 31, 2017.

Significant Accounting Policies

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange 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 and is the unit of account in Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following is a description of the Company’s performance obligations for the transportation and logistics reportable segments.

Transportation

The Company’s transportation segment generates revenue from providing freight brokerage and other transportation services for its customers. Certain accessorial services may be provided to customers under their transportation contracts, such as 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. Transportation revenue is recognized proportionally as a shipment moves from origin to destination and the related costs are recognized as incurred. Some of the customer contracts contain a promise to stand ready, as the Company is obligated to provide transportation services for the customer. For these contracts, the Company recognizes revenue on a straight-line basis over the term of the contract because the pattern of benefit to the customer, as well as the Company’s efforts to fulfill the contract, are generally distributed evenly throughout the period. Performance obligations are short-term, with transit days less than one week. Generally, customers are billed either upon shipment of the freight or on a monthly basis, and remit payment according to approved payment terms. The Company recognizes revenue on a net basis when the Company does not control the specific services.

Logistics

The Company’s logistics segment generates revenue from providing supply chain services for its customers, including warehousing, distribution, order fulfillment, packaging, reverse logistics and inventory management contracts ranging from a few months to a few years. The Company’s performance obligations are satisfied over time as customers simultaneously receive and consume the benefits of the Company’s services. The contracts contain a single performance obligation, as the distinct services provided remain substantially the same over time and possess the same pattern of transfer. The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement, per-unit pricing or time and materials pricing and is determined based on the costs, units or hours of services provided, respectively, and is recognized over time based on the level of activity.

Generally, the Company’s contracts contain provisions for adjustments to pricing based on 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 either 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 remit payment according to approved payment terms.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less as of the date of purchase to be cash equivalents. As of December 31, 2018, 2017 and 2016, the total amount of restricted cash included in Other long-term assets on the Consolidated Balance Sheets was $12 million, $52 million and $26 million, respectively. Restricted cash as of December 31, 2017 was primarily comprised of tax-deferred proceeds from a property sale in 2017; this amount was reclassified in 2018. As discussed above, in accordance with the adoption of ASU 2016-18, restricted cash was included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the contractual amount. In determining the allowance for doubtful accounts, the Company considers historical collection experience, the age of the accounts receivable balances, the credit quality of the Company’s customers, any specific customer collection issues that have been identified, current economic conditions, and other factors that may affect customers’ ability to pay. The Company writes off accounts receivable balances once the receivables are no longer deemed collectible.

The roll-forward of the allowance for doubtful accounts is as follows:



	Years Ended December 31,
(In millions)	2018			2017			2016
Beginning balance	$	42		$	26		$	17
Provision charged to expense	36			24			15
Write-offs, less recoveries, and other adjustments	(26		)	(8		)	(6		)
Ending balance	$	52		$	42		$	26

Receivables securitization and factoring

The Company uses trade accounts receivables securitization and factoring programs in the normal course of business as part of managing its cash flows. The Company accounts for transfers under its factoring arrangements as sales because the Company sells full title and ownership in the underlying receivables and has met the criteria for control of the receivables to be considered transferred. The Company accounts for transfers under its securitization program as either sales or secured borrowings based on an evaluation of whether it has transferred control. In instances where the Company does not meet the criteria for surrender of control, the transaction is accounted for as a secured borrowing. For these transactions, the receivables remain on the Consolidated Balance Sheets of the Company and the notes are reflected within debt, see Note 11—Debt for additional information related to the Company’s receivables securitization secured borrowing program. For transfers in the securitization program where the Company has surrendered control, the transactions are accounted for as sales and the receivables are derecognized from the Consolidated Balance Sheets at the date of transfer. In the securitization and factoring arrangements, any continuing involvement is limited to servicing the receivables. The fair value of any servicing assets and liabilities is immaterial.

For transfers under the securitization program which are accounted for as sales, the consideration received includes a simultaneous cash payment and a deferred purchase price receivable. The deferred purchase price receivable is not a trade receivable and it is recorded based on its fair value and reported within Other current assets in the Company’s Consolidated Balance Sheets. The cash payment which the Company receives on the date of the transfer is reflected within Net cash provided by operating activities. As the Company receives cash payments on the deferred purchase price receivable, it is reflected as an investing activity. As of December 31, 2018, the balance of deferred purchase price receivable reflected within Other current assets was $52 million. There was no deferred purchase price receivable balance as of December 31, 2017.

As of December 31, 2018, in connection with the securitization program, the Company sold receivables of $231 million and received cash of $179 million and a deferred purchase price receivable of $52 million. For the Company’s factoring programs, as of December 31, 2018, the Company sold receivables of $248 million and received cash of $246 million. As of December 31, 2017, for the Company’s factoring programs, the Company sold receivables of $119 million and received cash of $119 million. The cost of participating in these programs was immaterial to the Company’s results of operations for the years ended December 31, 2018, 2017 and 2016.

Property and Equipment

Property and equipment are generally recorded at cost, or in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expense as incurred. For internally-developed 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.

Depreciation is computed 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 14 years
Rail cars and chassis		15 to 30 years
Machinery and equipment		3 to 10 years
Computer software and equipment		1 to 6 years

Asset Retirement Obligations

A liability for an asset retirement obligation (“ARO”) is recorded in the period in which it is incurred. When an ARO liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset.

Goodwill

Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill is evaluated for impairment annually, or more frequently if events or circumstances indicate an impairment. Under ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): “Simplifying the Accounting for Goodwill Impairment,” which the Company adopted in connection with its annual goodwill impairment test as of August 31, 2017, goodwill impairment, if any, is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

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 the quantitative analysis. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and overall financial performance, among other factors.

For the 2018 goodwill assessment, the Company performed a step-zero qualitative analysis for all six reporting units. For the 2017 goodwill assessment, the Company performed a step-zero qualitative analysis for five of its reporting units and elected to proceed directly to a step one quantitative analysis for one reporting unit. Based on the qualitative assessments performed each year, the Company concluded that it is not more likely than not that the fair value of the reporting units was less than their carrying amounts, and therefore, further quantitative analysis was not performed. For the years ended December 31, 2018 and 2017, the Company did not recognize any goodwill impairment.

The Company determines fair values for each of the reporting units using an income approach. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for the business.

Intangible Assets

The Company’s intangible assets subject to amortization consist of customer relationships and non-compete agreements. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. For the periods presented, the Company did not recognize any impairment of the identified intangible assets. Intangible assets are amortized on a straight-line basis or on a basis consistent with the pattern in which the economic benefits are realized. The range of estimated useful lives by type are as follows:



Classification		Estimated Useful Life
Customer relationships		5 to 16 years
Non-compete agreements		Term of agreement

Accrued Expenses

Accrued expenses include the following components:



	As of December 31,
(In millions)	2018		2017
Accrued salaries and wages	$	539	$	581
Accrued transportation and facility charges	462		438
Accrued value-added tax and other taxes	172		176
Other accrued expenses	307		331
Total accrued expenses	$	1,480	$	1,526

Self-Insurance

The Company uses a combination of self-insurance programs and large-deductible purchased insurance to provide for the costs of medical, casualty, liability, vehicular, cargo and workers’ compensation claims. The Company periodically evaluates its level of insurance coverage and adjusts its insurance levels based on risk tolerance and premium expense.

The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. These methods provide estimates of the undiscounted liability associated with claims incurred as of the balance sheet date, including estimates of claims incurred but not reported. Changes in these assumptions and factors can affect actual costs paid to settle the claims and those amounts may be different than estimates.

Advertising Costs

Advertising costs are expensed as incurred.

Stockholders’ Equity

The Company has a share repurchase program under which shares purchased are retired and returned to authorized and unissued status. Any excess of cost over par value is charged to Additional paid-in capital to the extent that 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

The components of and changes in accumulated other comprehensive income (“AOCI”), net of tax for the years ended December 31, 2018 and 2017, are as follows:



(In millions)	Foreign Currency Translation Adjustments			Derivative Hedges			Defined Benefit Plans Liability			Less: AOCI Attributable to Noncontrolling Interests			AOCI Attributable to the Company
As of December 31, 2016	$	(206	)	$	—		$	(13	)	$	25		$	(194	)
Other comprehensive income	180			10			92			(52		)	230
Amounts reclassified from AOCI	—			(5		)	(2		)	—			(7		)
Net current period other comprehensive income	180			5			90			(52		)	223
Impact of tax reform act	(17		)	2			2			—			(13		)
As of December 31, 2017	(43		)	7			79			(27		)	16
Other comprehensive (loss) income	(96		)	12			(89		)	27			(146		)
Amounts reclassified from AOCI	(4		)	(18		)	(2		)	—			(24		)
Net current period other comprehensive loss	(100		)	(6		)	(91		)	27			(170		)
As of December 31, 2018	$	(143	)	$	1		$	(12	)	$	—		$	(154	)

Income Taxes

The Company accounts for income taxes in accordance with FASB Accounting Standards Codification (“ASC”) Topic 740: “Income Taxes.” Income taxes and effective tax rates are calculated on a legal entity and jurisdictional basis relying on several factors, including pre-tax earnings, differences between tax laws and accounting rules, statutory tax rates, tax credits, uncertain tax positions, and valuation allowances. The Company uses judgment and estimates in evaluating its tax positions.

Under ASC 740, deferred income taxes arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Valuation allowances are established when, in management’s judgment, it is more likely than not that its deferred tax assets will not be realized. In assessing the need for a valuation allowance, management weighs the available positive and negative evidence, including limitations on the use of tax losses and other carryforwards due to changes in ownership, historic information, and projections of future taxable income that include and exclude future reversals of taxable temporary differences. The Company has elected to record Global Intangible Low-Taxed Income as a period cost.

The Company’s tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold with measurement attributes for income tax positions taken or expected to be taken on a tax return. Under ASC 740, the impact of an uncertain tax position taken or expected to be taken on an income tax return must be recognized in the financial statements at the largest amount estimated to be sustained under the more likely than not principle. An uncertain income tax position will not be recognized in the financial statements if it does not meet the stated criteria. The Company adjusts these tax liabilities, including related interest and penalties, based on the current facts and circumstances. Recently enacted tax law changes, published rulings, court cases, and outcomes of tax audits are all considered. While the Company does not expect material changes, it is possible that its actual tax liability will differ from its established tax liabilities for unrecognized tax benefits which may impact its effective tax rate. While it is often difficult to predict the outcome of any particular tax position, the Company believes that its tax provisions reflect the more likely than not outcome of known tax contingencies. The Company reports tax-related interest and penalties as a component of income tax expense.

Foreign Currency Translation and Transactions

The assets and liabilities of foreign subsidiaries that use the local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCI on the Consolidated Balance Sheets. The assets and liabilities of foreign subsidiaries whose local currency is not their functional currency are remeasured from their local currency to their functional currency and then translated to USD. The results of operations of the Company’s foreign subsidiaries are translated to USD using average exchange rates prevailing for each period presented.

Foreign currency transactions recognized in the Consolidated Statements of Income are converted to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Foreign currency loss (gain) in the Consolidated Statements of Income.

Foreign currency loss (gain) included in the Consolidated Statements of Income consisted of the following:



	Years Ended December 31,
(In millions)	2018			2017			2016
Unrealized foreign currency option and forward contracts (gains) losses	$	(20	)	$	49		$	(40	)
Realized foreign currency option and forward contracts losses (gains)	16			15			(3		)
Foreign currency transaction and remeasurement losses (gains)	7			(6		)	3
Total foreign currency loss (gain)	$	3		$	58		$	(40	)

Fair Value Measurements

ASC Topic 820: “Fair Value Measurements and Disclosures” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy:


•	Level 1—Quoted prices for identical instruments in active markets;


•	Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and


•	Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

The fair value estimates are based upon certain market assumptions and information available to management. The carrying value of the following financial instruments approximated their fair values as of December 31, 2018 and 2017: cash and cash equivalents, accounts receivable, deferred purchase price related to accounts receivable sold, accounts payable, accrued expenses and current maturities of long-term debt. Fair values approximate carrying values for these financial instruments, as they are short-term in nature and/or are receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets. The Level 2 cash equivalents include short-term investments valued using published interest rates for instruments with similar terms and maturities. For information regarding the fair value hierarchy of the Company’s derivative instruments and financial liabilities, refer to Note 10—Derivative Instruments and Note 11—Debt, respectively.

The following table summarizes the fair value hierarchy of cash equivalents:



	As of December 31, 2018
(In millions)	Carrying Value		Fair Value		Level 1		Level 2
Cash equivalents	$	237	$	237	$	236	$	1

	As of December 31, 2017
(In millions)	Carrying Value		Fair Value		Level 1		Level 2
Cash equivalents	$	90	$	90	$	74	$	16

Derivative Instruments

The Company records all derivative instruments on the Consolidated Balance Sheets as assets or liabilities at fair value. The Company’s accounting treatment for changes in the fair value of derivative instruments depends on whether the instruments have been designated and qualify as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the derivative based upon the exposure being hedged. The gain or loss resulting from fair value adjustments on cash flow hedges are recorded in AOCI on the Consolidated Balance Sheets until the hedged item is recognized in earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The gains and losses on the net investment hedges are recorded as cumulative translation adjustments in AOCI to the extent that the instruments are effective in hedging the designated risk. Gains and losses on cash flow hedges and net investment hedges representing hedge components excluded from the assessment of effectiveness will be amortized into Interest expense in the Consolidated Statements of 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 loss (gain) in the Consolidated Statements of Income.

Defined Benefit Pension Plans

Defined benefit pension plan obligations are calculated using various actuarial assumptions and methodologies. Assumptions include discount rates, inflation rates, expected long-term rate of return on plan assets, mortality rates, and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent the Company’s best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. Differences in actual experience or changes in assumptions could materially impact the Company’s obligation and future expense amounts.

The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCI and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Unamortized gains and losses are amortized only to the extent they exceed 10% of the higher of the fair value of plan assets or the projected benefit obligation of the respective plan.

Stock-Based Compensation

The Company accounts for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, the fair value is established based on the market price on the date of the grant. For grants of RSUs subject to market-based vesting conditions, the fair value is established using the Monte Carlo simulation lattice model. For grants of options and stock appreciation rights (“SARs”), the Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based payment awards. The determination of the fair value of stock-based awards is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company accounts for forfeitures as they occur.

The weighted-average fair value of each stock option is amortized over the requisite service period. For options with graded vesting, we recognize compensation cost on a straight-line basis over the requisite service period of the entire award; however, the amount of compensation cost recognized at any date will at least equal the portion of the grant date value of the award that is vested as of that date. For the Company’s performance-based restricted stock units (“PRSUs”), the Company recognizes expense over the awards’ requisite service period based on the number of awards expected to vest with consideration to the actual and expected financial results. If achievement of the performance targets for a PRSU award is not considered probable, then no expense is recognized until achievement of such targets becomes probable.

Adoption of New Accounting Standards

Refer to Recast of Financial Information Due to Adoption of New Accounting Guidance above for a discussion of ASUs 2017-07 and 2016-18.

In May 2014, the FASB issued ASU 2014-09, Revenue (Topic 606): “Revenue from Contracts with Customers.” Topic 606 includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As discussed further in Note 5—Revenue Recognition, the Company adopted Topic 606 on January 1, 2018.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): “Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).” This ASU addresses eight specific cash flow classification issues with the objective of reducing diversity in practice. Under the new standard, cash payments for debt prepayments or debt extinguishment costs should be classified as outflows for financing activities. Additional cash flow issues covered under the standard include: settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The Company adopted this standard on January 1, 2018. Adoption was on a prospective basis and did not have a material effect on the Company’s Consolidated Statements of Cash Flows.

In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): “Scope of Modification Accounting.” This ASU provides guidance about the changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting. Under the new standard, modification accounting applies unless all of the following conditions are met: (i) the fair value of the modified award is the same as the fair value of the original award immediately before the modification; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the modification; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. Generally speaking, modification accounting requires an entity to calculate and recognize the incremental fair value of the modified award as compensation cost on the date of modification (for a vested award) or over the remaining service period (for an unvested award). The impact of this guidance, which was applied prospectively on January 1, 2018, is dependent on future modifications, if any, to the Company’s share-based payment awards.

In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): “Amendments to Securities and Exchange Commission (“SEC”) Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.” The ASU amends ASC 740 to provide further guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) and allows for the recognition of provisional amounts in the event that a company does not have the necessary information available, prepared or analyzed to finalize its accounting under ASC 740. ASU 2018-05 allows for adjustments to provisional amounts in multiple reporting periods during the allowable one-year measurement period from the Tax Act enactment date. This standard was adopted upon issuance. The reduction in the U.S. corporate federal statutory tax rate from 35% to 21% required a one-time revaluation of our net deferred tax liabilities resulting in the Company recording a tax benefit of $173 million as of December 31, 2017. No modifications were required during 2018.

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): “Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans.” The ASU includes the removal of the requirement to disclose the amounts in AOCI expected to be recognized in expense over the next fiscal year and the effects of a one-percentage point change in assumed healthcare cost trend rates. Additionally, it requires the disclosure of an explanation of the reasons for significant gains/losses related to a change in the benefit obligation. The Company early-adopted ASU 2018-14 in the fourth quarter of 2018. The adoption, which is limited to disclosures only, will not have a material impact on the Company’s consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Effective

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize on its Consolidated Balance Sheets the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the balance sheet a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, which clarified certain aspects of ASU 2016-02. Also, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): “Targeted Improvements,” which provides an optional transition method to allow entities, on adoption of ASU 2016-02, to report prior periods under previous lease accounting guidance. The Company will adopt Topic 842 effective January 1, 2019 using the transition method provided by ASU 2018-11, and the Company estimates the adoption will result in the recognition of a right-of-use asset and corresponding lease liability for operating leases of approximately $2 billion on the Consolidated Balance Sheets. The Company will elect the package of practical expedients on adoption, which will retain the lease identification, classification and initial direct costs for leases that commenced prior to the adoption date. Additionally, the Company will elect the recognition exemption which allows the Company to not recognize lease assets and lease liabilities on the Consolidated Balance Sheet for leases with an initial term of 12 months or less and to not separate associated lease and non-lease components within a contract as permitted by the standards.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period; however, early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Divestitures	12 Months Ended
Divestitures	Dec. 31, 2018
Business Combinations [Abstract]
Divestitures	Divestitures North American Truckload Operation In October 2016, pursuant to a Stock Purchase Agreement between the Company and a subsidiary of TransForce Inc. (“TransForce”), the Company divested its North American Truckload operation (formerly known as Con-way Truckload) for a $558 million cash consideration, subject to certain adjustments. For the period from January 1, 2016 through October 26, 2016, these North American Truckload operation generated revenue of $432 million (prior to intercompany eliminations) and operating income of $32 million. The North American Truckload operation was included in the Company’s Transportation segment through the date of sale. As the proceeds from the sale equaled the carrying value (inclusive of goodwill), there was no gain or loss recognized in connection with this divestiture.

Segment Reporting and Geographic Information

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment Reporting and Geographic Information

The Company is organized into two reportable segments: Transportation and Logistics.

In the Transportation segment, the Company provides multiple services to facilitate movements of raw materials, parts and finished goods. The Company accomplishes this by using its proprietary technology, third-party independent carriers and Company-owned transportation assets and service centers. XPO’s transportation services include: freight brokerage, last mile, less-than-truckload (“LTL”), full truckload, global forwarding and managed transportation. Freight brokerage, last mile, global forwarding and managed transportation are all non-asset or asset-light businesses; the LTL and full truckload operations are primarily asset-based.

In the Logistics segment, which we also refer to as supply chain, the Company provides differentiated and data-intensive contract logistics services for customers, including value-added warehousing and distribution, e-commerce fulfillment, cold chain solutions, reverse logistics, packaging and labeling, factory support, aftermarket support, inventory management and personalization services, such as laser etching. In addition, the Logistics segment provides highly engineered, customized solutions and supply chain optimization services, such as volume flow management, predictive analytics and advanced automation.

Certain of the Company’s operating units provide services to other Company operating units outside of their reportable segment. Billings for such services are based on negotiated rates, which approximates fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time based on market conditions. Such intersegment revenues and expenses are eliminated in the Company’s consolidated results.

Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, as well as certain other costs and credits not attributed to the Company’s core business. These costs are not allocated to the business segments.

The Company’s chief operating decision maker (“CODM”) regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. Segment results that are reported to the CODM include items directly attributable to a segment, as well as those that can be allocated on a reasonable basis. Asset information by segment is not provided to the Company’s CODM, as the majority of the Company’s assets are managed at the corporate level.

The Company evaluates performance based on the various financial measures of its two reporting segments. The following table identifies selected financial data for the years ended December 31, 2018, 2017 and 2016:



(In millions)	Transportation		Logistics		Corporate			Eliminations			Total
Year Ended December 31, 2018 ⁽¹⁾
Revenue	$	11,343	$	6,065	$	—		$	(129	)	$	17,279
Operating income (loss)	646		216		(158		)	—			704
Depreciation and amortization	461		244		11			—			716
Year Ended December 31, 2017 ⁽¹⁾
Revenue	$	10,276	$	5,229	$	—		$	(124	)	$	15,381
Operating income (loss)	547		202		(167		)	—			582
Depreciation and amortization	447		203		8			—			658
Year Ended December 31, 2016 ⁽¹⁾
Revenue	$	9,976	$	4,761	$	—		$	(118	)	$	14,619
Operating income (loss)	459		165		(160		)	—			464
Depreciation and amortization	456		185		2			—			643


(1)	Certain minor organizational changes were made in 2018 related to the Company’s managed transportation business. Managed transportation previously had been included in the Logistics segment; as of January 1, 2018, it is reflected in the Transportation segment. Prior period information was recast to conform to the current year presentation.

For information regarding revenues generated by geographical area, refer to Note 5—Revenue Recognition.

As of December 31, 2018 and 2017, the Company held long-lived tangible assets outside of the United States of $776 million and $848 million, respectively.

Revenue Recognition

12 Months Ended

Dec. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Adoption of Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts that were not completed as of the adoption date. The Company recorded an immaterial adjustment to opening Retained earnings as of January 1, 2018 for the cumulative impact of adoption related to the recognition of in-transit revenue in its Transportation segment. Results for 2018 are presented under Topic 606, while prior periods were not adjusted and are reported under Topic 605 “Revenue Recognition.” The adoption of Topic 606 did not have a material impact on the Consolidated Financial Statements as of the adoption date or for the year ended December 31, 2018. Under Topic 605, for the Company’s Transportation segment, with the exception of the LTL business, revenue was recognized at the point in time when delivery was complete and the shipping terms of the contract were satisfied.

Disaggregation of Revenues

The Company disaggregates its revenue by geographic area and service offering. The following tables present the Company’s revenue disaggregated by geographical area based on sales office location:



	Year Ended December 31, 2018
(In millions)	Transportation		Logistics		Eliminations			Total
Revenue
United States	$	8,055	$	2,196	$	(19	)	$	10,232
North America (excluding United States)	274		67		—			341
France	1,496		687		(18		)	2,165
United Kingdom	704		1,436		(70		)	2,070
Europe (excluding France and United Kingdom)	793		1,584		(18		)	2,359
Other	21		95		(4		)	112
Total	$	11,343	$	6,065	$	(129	)	$	17,279



	Year Ended December 31,
(In millions)	2017		2016
Revenue
United States	$	9,163	$	8,758
North America (excluding United States)	298		322
France	2,006		1,903
United Kingdom	1,799		1,701
Europe (excluding France and United Kingdom)	1,930		1,644
Other	185		291
Total	$	15,381	$	14,619

The following table presents the Company’s revenue disaggregated by service offering:



(In millions)	Year Ended December 31, 2018
Transportation:
Freight brokerage and truckload	$	4,784
LTL	4,839
Last mile⁽¹⁾	1,065
Managed transportation	462
Global forwarding	338
Transportation eliminations	(145		)
Total Transportation segment revenue	11,343
Total Logistics segment revenue	6,065
Intersegment eliminations	(129		)
Total revenue	$	17,279


(1)	Comprised of the Company’s North American last mile operations.

Contract Balances and Costs

The Company did not have material contract assets, liabilities or costs associated with arrangements with its customers as of December 31, 2018 or December 31, 2017. The Company did not recognize a material amount of revenue during the year ended December 31, 2018 that was deferred as of December 31, 2017. The Company applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense when incurred, if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in Direct operating expense.

Transaction Price Allocated to Remaining Performance Obligation

On December 31, 2018, the fixed consideration component of the Company’s remaining performance obligation was approximately $1.5 billion, of which the Company expects to recognize approximately 80% over the next three years and the remainder thereafter. Most of the remaining performance obligation relates to the Logistics reportable segment. The Company applies the disclosure exemption in Topic 606 that permits the omission of remaining performance obligations that either: (i) have original expected durations of one year or less, or (ii) contain variable consideration. The Company’s remaining performance obligations related to variable consideration will be satisfied over the remaining tenure of contracts based on the volume of services provided. Remaining performance obligations are estimates made at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions and terminations.

Restructuring Charges

12 Months Ended

Dec. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring Charges

In 2018, management approved a restructuring plan to leverage its resources and existing infrastructure to further streamline its organization. Exit costs primarily consisting of severance were recorded as part of this global initiative. The initiatives are intended to improve the Company’s efficiency and profitability. The following table sets forth the restructuring-related activity:



	Year ended December 31, 2018
(In millions)	Charges Incurred		Payments			Reserve Balance as of December 31, 2018
Severance
Transportation	$	12	$	(3	)	$	9
Logistics	6		(1		)	5
Corporate	3		(1		)	2
Total	$	21	$	(5	)	$	16

Restructuring charges in 2018 were $21 million, of which $19 million was recorded in the fourth quarter of 2018. With respect to the $21 million charge, $1 million was recorded in Direct operating expenses and $20 million in SG&A in the Consolidated Statements of Income. The Company expects the majority of the cash outlays under the 2018 approved plan will be substantially complete by the end of 2019.

Prior to 2018, in conjunction with various acquisitions, the Company had initiated severance programs to reduce headcount and improve the Company’s efficiency and profitability. As of December 31, 2017, the reserves remaining under these severance programs were $14 million for the Transportation segment, $5 million for the Logistics segment and $1 million for Corporate. The cash outlays related to the 2017 reserve balance were substantially complete by the end of 2018 with no adjustments to the reserves.

Property and Equipment

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

The following table outlines the Company’s property and equipment:



	December 31,
(In millions)	2018			2017
Property and equipment
Land	$	356		$	410
Buildings and leasehold improvements	555			558
Vehicles, tractors, trailers and tankers	1,561			1,464
Machinery and equipment	809			648
Computer software and equipment	909			694
	4,190			3,774
Less: accumulated depreciation and amortization	(1,585		)	(1,110		)
Total property and equipment, net	$	2,605		$	2,664

Depreciation of property and equipment and amortization of computer software was $546 million, $488 million and $466 million for the years ended December 31, 2018, 2017 and 2016, respectively. Assets represented by capital leases, net of accumulated depreciation, were $296 million and $244 million as of December 31, 2018 and 2017, respectively, and are included primarily in vehicles, tractors, trailers and tankers. Property and equipment acquired through capital leases was $111 million, $145 million and $71 million in 2018, 2017 and 2016, respectively. The net book value of capitalized internally-developed software totaled $263 million and $206 million as of December 31, 2018 and 2017, respectively.

Goodwill

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following is a summary of the changes in the gross carrying amounts of goodwill by segment:



(In millions)	Transportation			Logistics			Total
Goodwill as of December 31, 2016 ⁽¹⁾	$	2,420		$	1,906		$	4,326
Impact of foreign exchange translation	107			131			238
Goodwill as of December 31, 2017	2,527			2,037			4,564
Impact of foreign exchange translation	(7		)	(90		)	(97		)
Goodwill as of December 31, 2018	$	2,520		$	1,947		$	4,467

(1)

Certain minor organizational changes were made in 2018 related to the Company’s managed transportation business. Managed transportation’s goodwill previously had been included in the Logistics segment; as of January 1, 2018, it is reflected in the Transportation segment. Prior period information was recast to conform to the current year presentation. This resulted in $69 million of goodwill being reflected in the Transportation segment as of December 31, 2016, previously reflected in the Logistics segment.

Intangible Assets

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The following table outlines the Company’s identifiable intangible assets:



	December 31, 2018				December 31, 2017
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived intangibles
Customer relationships	$	1,891	$	640	$	1,924	$	494
Trade name	52		52		54		52
Non-compete agreements	16		14		17		14
	$	1,959	$	706	$	1,995	$	560

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:



(In millions)	2019		2020		2021		2022		2023		Thereafter
Estimated amortization expense	$	151	$	145	$	138	$	128	$	111	$	580

Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events.

Intangible asset amortization expense recorded in SG&A was $159 million, $164 million and $174 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Derivative Instruments

12 Months Ended

Dec. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. To manage the volatility related to these exposures, the Company uses derivative instruments. The objective of these derivative instruments is to reduce fluctuations in the Company’s earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These financial instruments are not used for trading or other speculative purposes. Historically, the Company has not incurred, and does not expect to incur in the future, any losses as a result of counterparty default.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively.

The following table presents the account on the Consolidated Balance Sheets in which the Company’s derivative instruments have been recognized and the related notional amounts and fair values:



	December 31, 2018
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges:
Cross-currency swap agreements	$	1,270	Other long-term assets	$	—	Other long-term liabilities	$	(81	)
Derivatives not designated as hedges:
Foreign currency option contracts	473		Other current assets	7		Other current liabilities	—
Total				$	7		$	(81	)



	December 31, 2017
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges:
Cross-currency swap agreements	$	1,304	Other long-term assets	$	—	Other long-term liabilities	$	(146	)
Derivatives not designated as hedges:
Foreign currency option and forward contracts	1,038		Other current assets	2		Other current liabilities	(16		)
Total				$	2		$	(162	)

The derivatives are classified as Level 2 within the fair value hierarchy. The derivatives are valued using inputs other than quoted prices, such as foreign exchange rates and yield curves.

The effect of derivative instruments designated as hedges and nonderivatives designated as hedges in the Consolidated Statements of Income for the years ended December 31, 2018, 2017, and 2016 are as follows:



	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative								Amount of Gain (Loss) Reclassified from AOCI into Net Income					Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
(In millions)	2018		2017			2016			2018		2017			2018		2017
Derivatives designated as cash flow hedges:
Cross-currency swap agreements	$	13	$	(21	)	$	—		$	17	$	(3	)	$	1	$	—
Interest rate swaps	—		2			5			—		—			—		—
Derivatives designated as net investment hedges:
Cross-currency swap agreements	52		(100		)	15			—		—			4		8
Nonderivatives designated as hedges:
Foreign currency denominated notes	—		8			(27		)	—		—			—		—
Total	$	65	$	(111	)	$	(7	)	$	17	$	(3	)	$	5	$	8

The amounts excluded from effectiveness testing for the cross-currency swap agreements were $2 million and $3 million of loss in AOCI for derivatives designated as cash flow hedges as of December 31, 2018 and 2017, respectively, and $32 million and $44 million of loss in AOCI for derivatives designated as net investment hedges as of December 31, 2018 and 2017, respectively. There were no gains (losses) reclassified out of AOCI into Net income for the year ended December 31, 2016.

The pre-tax gain (loss) recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments was $4 million, $(64) million and $43 million for the years ended December 31, 2018, 2017 and 2016, respectively. These amounts are recorded in Foreign currency loss (gain) in the Consolidated Statements of Income.

Cross-Currency Swap Agreements

In May 2017, the Company entered into certain cross-currency swap agreements to manage the foreign currency exchange risk related to the Company’s international operations by effectively converting the fixed-rate U.S. Dollar (“USD”)-denominated 6.125% senior notes due 2023 (“Senior Notes due 2023”) (see Note 11—Debt), including the associated semi-annual 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 the Senior Notes due 2023.

During the term of the swap contracts, the Company will receive quarterly interest payments in March, June, September and December of each year from the counterparties based on USD fixed interest rates, and the Company will make quarterly interest payments in March, June, September and December of each year to the counterparties based on EUR fixed interest rates. At maturity, the Company will repay the original principal amount in EUR and receive the principal amount in USD.

In 2015, in connection with the issuance of the 6.50% senior notes due 2022 (“Senior Notes due 2022”), the Company entered into certain cross-currency swap agreements to manage the foreign currency exchange risk related to the Company’s international operations by effectively converting a portion of the fixed-rate USD-denominated Senior Notes due 2022, including the associated semi-annual interest payments, to fixed-rate, EUR-denominated debt. The risk management objective of the agreements is to manage the Company’s foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows for a portion of the Senior Notes due 2022. During the term of the swap contracts, the Company will receive semi-annual interest payments in June and December of each year from the counterparties based on USD fixed interest rates, and the Company will make semi-annual interest payments in June and December of each year to the counterparties based on EUR fixed interest rates. At maturity, the Company will repay the original principal amount in EUR and receive the principal amount in USD.

The Company has designated the cross-currency swap agreements as qualifying hedging instruments and is accounting for these as net investment hedges. In the fourth quarter of 2017, and in accordance with the guidance in ASU 2017-12, the Company applied the simplified method of assessing the effectiveness of its net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in AOCI. The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Operating activities on the Consolidated Statements of Cash Flows.

Additionally, in the fourth quarter of 2017, a portion of the cross-currency swap that hedges the Senior Notes due 2023 was de-designated as a net investment hedge and re-designated with a larger notional amount as a cash flow hedge. This cash flow hedge was entered into to manage the related foreign currency exposure from intercompany loans. The amounts in AOCI related to the net investment hedge at the date of de-designation were recognized as cumulative translation adjustments and will remain in AOCI until the subsidiary is sold or substantially liquidated. For the cash flow hedge, the Company reclassifies a portion of AOCI to Foreign currency loss (gain) to offset the foreign exchange impact in earnings created by the intercompany loans. The Company also amortizes a portion of AOCI to Interest expense related to the initial portion of a loss excluded from the assessment of effectiveness of the cash flow hedge. Cash flows related to this cash flow hedge are included in Financing activities on the Consolidated Statements of Cash Flows.

Hedge of Net Investments in Foreign Operations

In addition to the cross-currency swaps, the Company periodically uses foreign currency denominated notes as nonderivative hedging instruments of its net investments in foreign operations. Prior to their redemption in 2017, the Company had designated the 5.75% senior notes due 2021 (“Senior Notes due 2021”) as a net investment hedge and the gains and losses resulting from the exchange rate adjustments to the designated portion of the foreign currency denominated notes were recorded in AOCI to the extent that the foreign currency denominated notes are effective in hedging the designated risk. As of December 31, 2018 and 2017, there is no amount of Long-term debt on the Consolidated Balance Sheets that is designated as a net investment hedge of its investments in international subsidiaries that use the EUR as their functional currency. The amount recognized in AOCI during the period that the Senior Notes due 2021 were designated as a net investment hedge remains in AOCI as of December 31, 2018 and will remain in AOCI until the subsidiary is sold or substantially liquidated. The Company does not expect amounts that are currently deferred in AOCI to be reclassified to income over the next 12 months.

Interest Rate Hedging

In 2018, the Company utilized a short-term interest rate swap to mitigate variability in forecasted interest payments on the Company’s Term loan facility. The interest rate swap converted a floating rate interest payment into a fixed rate interest payment. The Company designated the interest rate swap as a qualifying hedging instrument and accounted for this derivative as a cash flow hedge. The interest rate swap matured in August 2018.

In 2017, the Company utilized interest rate swaps to mitigate variability in forecasted interest payments on the Company’s EUR-denominated asset financings that are based on benchmark interest rates (e.g., Euribor). The objective was for the cash flows of the interest rate swaps to offset any changes in cash flows of the forecasted interest payments attributable to changes in the benchmark interest rate. The interest rate swaps converted floating rate interest payments into fixed rate interest payments. The Company designated the interest rate swaps as qualifying hedging instruments and accounted for these as cash flow hedges of the forecasted obligations. The Company hedged its exposure to the variability in future cash flows for forecasted interest payments through the maturity date of the swap in December 2017.

Gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps are recorded in AOCI and reclassified to Interest expense on the dates that interest payments accrued. Cash flows related to the interest rate swaps are included in Operating activities on the Consolidated Statements of Cash Flows.

Foreign Currency Option and Forward Contracts

In order to mitigate the currency translation risk that results from converting the financial statements of the Company’s international operations, which primarily use the EUR and British pound sterling (“GBP”) as their functional currency, the Company uses foreign currency option and forward contracts. Additionally, the Company may use foreign currency forward contracts to mitigate the foreign currency exposure from intercompany loans. The foreign currency contracts were not designated as qualifying hedging instruments as of December 31, 2018 or 2017. The contracts are not speculative; rather, they are used to manage the Company’s exposure to foreign currency exchange rate fluctuations. The contracts expire in 12 months or less. Gains or losses on the contracts are recorded in Foreign currency loss (gain) in the Consolidated Statements of Income. In 2018, the Company changed its policy related to the cash flow presentation of foreign currency option contracts, as the Company believes cash receipts and payments related to economic hedges should be classified based on the nature and purpose for which those derivatives were acquired and, given that the Company did not elect to apply hedge accounting to these derivatives, the Company believes it is preferable to reflect these cash flows as Investing activities. Previously, these cash flows were reflected within Operating activities. Net cash used by investing activities for the year ended December 31, 2018 included $21 million of cash usage related to these foreign currency option contracts. Prior years’ impacts were not material. With this change in presentation, all cash flows related to the foreign currency contracts are included in Investing activities on the Consolidated Statements of Cash Flows.

Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

The following table summarizes the Company’s debt:



	December 31, 2018				December 31, 2017

(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
ABL facility	$	—	$	—	$	100	$	100
Term loan facility	1,503		1,474		1,494		1,456
6.125% Senior Notes due 2023	535		529		535		528
6.50% Senior Notes due 2022	1,200		1,190		1,600		1,583
6.70% Senior Debentures due 2034	300		205		300		203
Trade securitization program	283		281		303		299
Unsecured credit facility	250		246		—		—
Asset financing and other	55		55		104		105
Capital leases for equipment	289		289		248		248
Total debt	4,415		4,269		4,684		4,522
Short-term borrowings and current maturities of long-term debt	371		367		104		104
Long-term debt	$	4,044	$	3,902	$	4,580	$	4,418

The fair value of the debt as of December 31, 2018 was $4,305 million, of which $2,020 million was classified as Level 1 and $2,285 million was classified as Level 2 in the fair value hierarchy. The fair value of the debt as of December 31, 2017 was $4,816 million, of which $2,647 million was classified as Level 1 and $2,169 million was classified as Level 2. The Level 1 debt was valued using quoted prices in active markets. The Level 2 debt was valued using bid evaluation pricing models or quoted prices of securities with similar characteristics. The fair value of the asset financing arrangements approximates carrying value, since the debt is primarily issued at a floating rate, may be prepaid any time at par without penalty, and the remaining life is short-term in nature.

The following table outlines the Company’s principal payment obligations on debt (excluding capital leases) for the next five years and thereafter:



(In millions)	2019		2020		2021		2022		2023		Thereafter
Principal payments on debt	$	322	$	259	$	3	$	1,201	$	536	$	1,805

ABL Facility

In October 2015, the Company entered into the Second Amended and Restated Revolving Loan Credit Agreement (the “ABL Facility”) among XPO and certain of XPO’s U.S. and Canadian wholly owned subsidiaries, as borrowers, the other credit parties from time to time party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc. (“MSSF”), as agent for such lenders. The ABL Facility, which replaced XPO’s then-existing Amended Credit Agreement, provides commitments of up to $1.0 billion and matures on October 30, 2020. Up to $350 million of the ABL Facility is available for issuance of letters of credit, and up to $50 million of the ABL Facility is available for swing line loans. Total unamortized debt issuance costs related to the ABL Facility classified in Other long-term assets as of December 31, 2018 and 2017 were $4 million and $6 million, respectively.

Availability on the ABL Facility is equal to the borrowing base less advances and outstanding letters of credit. The borrowing base includes a fixed percentage of: (i) eligible U.S. and Canadian accounts receivable; plus (ii) any eligible U.S. and Canadian rolling stock and equipment. As of December 31, 2018, the borrowing base was $934 million and availability was $704 million, after considering outstanding letters of credit of $230 million. A maximum of 20% of the borrowing base can be attributable to the equipment and rolling stock in the aggregate. As of December 31, 2018, the Company was in compliance with the ABL Facility’s financial covenants.

The ABL Facility is secured on a first lien basis by the assets of the credit parties which constitute ABL Facility priority collateral and on a second lien basis by certain other assets. ABL Facility priority collateral consists primarily of U.S. and Canadian accounts receivable, as well as any U.S. and Canadian rolling stock and equipment included by XPO in the borrowing base. The Company’s borrowings under the ABL Facility will bear interest at a rate equal to the London Interbank Offered Rate (“LIBOR”) or a Base Rate, as defined in the agreement, plus an applicable margin of 1.50% to 2.00%, in the case of LIBOR loans, and 0.50% to 1.00%, in the case of Base Rate loans. The ABL Facility contains representations and warranties, affirmative and negative covenants and events of default customary for agreements of this nature.

Among other things, the covenants in the ABL Facility limit the Company’s ability to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. In certain circumstances, such as if availability is below certain thresholds, the ABL Facility also requires the Company to maintain a Fixed Charge Coverage Ratio (as defined in the ABL Facility) of not less than 1.00. As of December 31, 2018, the Company was compliant with this financial covenant. If the Company defaults on one or more covenants under the ABL Facility and continues to default, the commitments may be terminated and the principal amount outstanding, together with all accrued unpaid interest and other amounts owed, may be declared immediately due and payable. Certain subsidiaries acquired by the Company in the future may be excluded from some of the covenant restrictions.

Term Loan Facility

In October 2015, XPO entered into a Senior Secured Term Loan Credit Agreement (the “Term Loan Credit Agreement”) that provided for a single borrowing of $1.6 billion. The Term Loan Credit Agreement was issued at an original issue discount of $32 million.

In February 2018, the Company entered into a Refinancing Amendment (Amendment No. 3 to the Credit Agreement) (the “Third Amendment”), by and among XPO, its subsidiaries signatory thereto, as guarantors, the lenders party thereto and MSSF, in its capacity as administrative agent, amending that certain Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as amended, amended and restated, supplemented or otherwise modified, including by that certain Incremental and Refinancing Amendment (Amendment No. 1 to the Credit Agreement), dated as of August 25, 2016, and by that certain Refinancing Amendment (Amendment No. 2 to the Credit Agreement), dated March 10, 2017, the “Term Loan Credit Agreement”).

Pursuant to the Third Amendment, the outstanding $1,494 million principal amount of term loans under the Term Loan Credit Agreement (the “Former Term Loans”) were replaced with $1,503 million in aggregate principal amount of new term loans (the “Present Term Loans”). The Present Term Loans have substantially similar terms as the Former Term Loans, except with respect to the interest rate and maturity date applicable to the Present Term Loans, prepayment premiums in connection with certain voluntary prepayments and certain other amendments to the restrictive covenants. Proceeds from the Present Term Loans were used to refinance the Former Term Loans and to pay interest, fees and expenses in connection therewith.

The interest rate margin applicable to the Present Term Loans was reduced from 1.25% to 1.00%, in the case of base rate loans, and from 2.25% to 2.00%, in the case of LIBOR loans (with the LIBOR floor remaining at 0.0%). The interest rate on the Present Term Loans was 4.51% as of December 31, 2018. The Present Term Loans will mature on February 23, 2025. The refinancing resulted in a debt extinguishment charge of $10 million, which was recognized in 2018.

In March 2017, the Company entered into a Refinancing Amendment (Amendment No. 2 to the Credit Agreement) (the “Second Amendment”), by and among XPO, its subsidiaries signatory thereto, as guarantors, the lenders party thereto and MSSF, in its capacity as administrative agent (the “Administrative Agent”), amending the Senior Secured Term Loan Credit Agreement dated as of October 30, 2015 (as amended, amended and restated, supplemented or otherwise modified, including by the Incremental and Refinancing Amendment (Amendment No. 1 to the Credit Agreement) (the “First Amendment”), dated as of August 25, 2016, the “Term Loan Credit Agreement.)”

Pursuant to the Second Amendment, the outstanding $1,482 million principal amount of term loans under the Term Loan Credit Agreement (the “Existing Term Loans”) were replaced with $1,494 million in aggregate principal amount of new term loans (the “Current Term Loans”). The Current Term Loans have substantially similar terms as the Existing Term Loans, other than the applicable interest rate and prepayment premiums in respect to certain voluntary prepayments. Proceeds from the Current Term Loans were used primarily to refinance the Existing Term Loans and to pay interest, fees and expenses in connection therewith.

The interest rate margin applicable to the Current Term Loans was reduced from 2.25% to 1.25%, in the case of base rate loans, and from 3.25% to 2.25%, in the case of LIBOR loans and the LIBOR floor was reduced from 1.0% to 0%. The refinancing resulted in a debt extinguishment charge of $8 million in 2017.

In August 2016, the Company entered into a Refinancing Amendment (the “First Amendment”), pursuant to which the outstanding $1,592 million principal amount of term loans under the Term Loan Credit Agreement (the “Old Term Loans”) were replaced with a like aggregate principal amount of new term loans (the “New Term Loans”). The New Term Loans have substantially similar terms as the Old Term Loans, other than the applicable interest rate and prepayment premiums in respect to certain voluntary prepayments. Of the $1,592 million of term loans that were refinanced, $1,197 million were exchanged and represent a non-cash financing activity. The interest rate margin applicable to the New Term Loans was reduced from 3.50% to 2.25%, in the case of base rate loans, and from 4.50% to 3.25%, in the case of LIBOR loans. In connection with this refinancing, various lenders exited the syndicate and the Company recognized a debt extinguishment loss of $18 million in 2016.

In addition, pursuant to the First Amendment, the Company borrowed $400 million of Incremental Term B-1 Loans (the “Incremental Term B-1 Loans”) and an additional $50 million of Incremental Term B-2 Loans (the “Incremental Term B-2 Loans”). The New Term Loans, Incremental Term B-1 Loans and Incremental Term B-2 Loans all have identical terms, other than with respect to the original issue discounts, and will mature on October 30, 2021.

Commencing with the fiscal year ending December 31, 2016, the Company must prepay an aggregate principal amount of the Term Loan Facility equal to (a) 50% of Excess Cash Flow, as defined in the agreement, if any, for the most recent fiscal year ended, minus (b) the sum of (i) all voluntary prepayments of loans during such fiscal year and (ii) all voluntary prepayments of loans under the ABL Facility or any other revolving credit facilities during such fiscal year to the extent accompanied by a corresponding permanent reduction in the commitments under the credit agreement or any other revolving credit facilities in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are funded with internally generated cash flow, as defined in the agreement; provided, further, that (x) the Excess Cash Flow percentage shall be 25% if the Consolidated Secured Net Leverage Ratio of Borrower, as defined in the agreement, for the fiscal year was less than or equal to 3.00:1.00 and greater than 2.50:1.00, and (y) the Excess Cash Flow percentage shall be 0% if the Company’s Consolidated Secured Net Leverage Ratio for the fiscal year was less than or equal to 2.50:1.00. The remaining principal is due at maturity. As of December 31, 2018, the Company’s Consolidated Secured Net Leverage Ratio was less than 2.50:1.00; therefore, no excess cash payment was required.

Senior Notes

In July 2018, the Company redeemed $400 million of the then $1.6 billion outstanding Senior Notes due 2022 that were originally issued in 2015. The redemption price for the Senior Notes due 2022 was 103.25% of the principal amount, plus accrued and unpaid interest up to, but excluding, the date of redemption. The redemption was primarily funded using proceeds from the settlement of the forward sale agreements, described in Note 13—Stockholders’ Equity. In connection with the redemption, we recognized a loss on debt extinguishment of $17 million in 2018.

In December 2017, the Company redeemed all of its outstanding senior notes due June 2021 (the “Senior Notes due 2021”) that were originally issued in 2015. The redemption price for the Senior Notes due 2021 was 102.875% of the principal amount, plus accrued and unpaid interest up to, but excluding, the date of redemption. The redemption was funded using cash on hand at the date of the redemption. The loss on debt extinguishment of $23 million was recognized in 2017.

In August 2017, the Company redeemed all of its outstanding 7.25% senior notes due 2018 (“Senior Notes due 2018”). The Senior Notes due 2018 were assumed in connection with the Company’s 2015 acquisition of Con-way, Inc. (“Con-way”). The redemption price for the Senior Notes due 2018 was 102.168% of the principal amount, plus accrued and unpaid interest up to, but excluding, the date of redemption. The redemption was funded using cash on hand at the date of the redemption. The loss on debt extinguishment of $5 million was recognized in 2017.

The Senior Notes bear interest payable semiannually, in cash in arrears. The Senior Notes due 2023 mature on September 1, 2023. The Senior Notes due 2022 mature on June 15, 2022.

The Senior Notes are guaranteed by each of the Company’s direct and indirect wholly-owned restricted subsidiaries (other than certain excluded subsidiaries) that are obligors under, or guarantee obligations under, the Company’s ABL Facility (or certain replacements thereof) or guarantee certain capital markets indebtedness of the Company or any guarantor of the Senior Notes. The Senior Notes and the guarantees thereof are unsecured, unsubordinated indebtedness of the Company and the guarantors. Among other things, the covenants of the Senior Notes limit the Company’s ability to, with certain exceptions: incur indebtedness or issue disqualified stock; grant liens; pay dividends or make distributions in respect of capital stock; make certain investments or other restricted payments; prepay or repurchase subordinated debt; sell or transfer assets; engage in certain mergers, consolidations, acquisitions and dispositions; and enter into certain transactions with affiliates.

Senior Debentures

In conjunction with the Company’s acquisition of Con-way, the Company assumed Con-way’s 6.70% Senior Debentures due 2034 (the “Senior Debentures”) with an aggregate principal amount of $300 million. The Senior Debentures bear interest payable semiannually, in cash in arrears, and mature on May 1, 2034. In accordance with ASC 805 “Business Combinations,” the Senior Debentures were recorded at fair value on the acquisition date, resulting in a fair value discount of $101 million on October 30, 2015. Including amortization of the fair value adjustment, interest expense on the Senior Debentures is recognized at an annual effective interest rate of 10.96%.

Convertible Senior Notes

The Convertible Senior Notes bore interest payable semi-annually, in cash in arrears, and matured on October 1, 2017.

During the year ended December 31, 2017, the Company issued an aggregate of approximately three million shares of the Company’s common stock to certain holders of the Convertible Senior Notes in connection with the conversion of the Convertible Senior Notes. The conversions were allocated to long-term debt and equity in the amounts of $49 million and $50 million, respectively. A loss on conversion of $1 million was recorded as part of these transactions. Certain of these transactions represented induced conversions pursuant to which the Company paid the holder a market-based premium in cash. The negotiated market-based premiums, in addition to the difference between the current fair value and the book value of the Convertible Senior Notes, were reflected in interest expense.

Trade Securitization Program

In October 2017, XPO Logistics Europe SA (“XPO Logistics Europe”), in which the Company holds an 86.25% controlling interest, entered into a European trade receivables securitization program for a term of three years co-arranged by Crédit Agricole and HSBC. Under the terms of the program, XPO Logistics Europe, or one of its wholly-owned subsidiaries in the United Kingdom or France, sells trade receivables to XPO Collections Designated Activity Company Limited (“XCDAL”), a wholly-owned bankruptcy remote special purpose entity of XPO Logistics Europe. The receivables are funded by senior variable funding notes denominated in the same currency as the corresponding receivables. XCDAL is considered a variable interest entity and it is consolidated by XPO Logistics Europe based on its control of the entity’s activities. The receivables balance under this program are reported as Accounts receivable in the Company’s Consolidated Balance Sheets and the related notes are included in the Company’s Long-term debt.

The receivables securitization program provides additional liquidity to fund XPO Logistics Europe’s operations. The receivables securitization program contains representations and warranties, affirmative and negative covenants, termination events, events of default, indemnities and other obligations on the part of XPO Logistics Europe, certain of its subsidiaries and XCDAL, which are customary for transactions of this nature.

In the first quarter of 2018, the aggregate maximum amount available under the program was increased from €270 million to €350 million (approximately $401 million as of December 31, 2018). The weighted-average interest rate as of December 31, 2018 was 1.09%. Charges for administrative fees and commitment fees, the latter of which is based on a percentage of the unused amounts available, were not material to the Company’s results of operations for the years ended December 31, 2018 and 2017. Additionally, in the fourth quarter of 2018, the program was amended and a portion of the receivables transferred from XCDAL are now accounted for as sales, see Note 2—Basis of Presentation and Significant Accounting Policies. As of December 31, 2018, the remaining borrowing capacity, which considers receivables that are collateral for the notes as well as receivables which have been sold, was $0.

Unsecured Credit Facility

In December 2018, the Company entered into a $500 million unsecured credit agreement (“Unsecured Credit Agreement”) with Citibank, N.A., which matures on December 23, 2019. As of December 31, 2018, the Company had borrowed $250 million under the Unsecured Credit Agreement. The Company made a second borrowing of $250 million in January 2019. The Company used the proceeds of both borrowings to finance a portion of its share repurchases as described in Note 13—Stockholders’ Equity. The Company’s borrowings under the Unsecured Credit Agreement will initially bear interest at a rate equal to LIBOR or Alternate Base Rate (“ABR”) plus an applicable margin of 3.50%, in the case of LIBOR loans, and 2.50% in the case of ABR loans. The margin is subject to two increases, of 50 basis points each, if any amounts remain outstanding under the Unsecured Credit Agreement on certain dates. The interest rate on outstanding borrowings as of December 31, 2018 was 6.01%.

Asset Financing

The asset financing arrangements are unsecured and are used to purchase trucks in Europe. The financing arrangements are denominated in USD, EUR, GBP and Romanian New Lei, with primarily floating interest rates. As of December 31, 2018, interest rates on asset financing range from 0.53% to 4.97%, with a weighted average interest rate of 1.47%, and initial terms range from five years to 10 years.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2018

Retirement Benefits [Abstract]

Employee Benefit Plans

Defined Benefit Pension Plans

The Company maintains defined benefit pension plans for certain employees in the United States. These pension plans include qualified plans (the “U.S. Qualified Plans”) that are eligible for certain beneficial treatment under the Internal Revenue Code (“IRC”), as well as non-qualified plans that do not meet the IRC criteria. The Company’s non-qualified defined benefit pension plans (collectively, the “U.S. Non-Qualified Pension Plans” and together with the U.S. Qualified Plans, the “U.S. Plans”) consist mostly of a primary non-qualified supplemental defined benefit pension plan and provide additional benefits for certain employees who are affected by IRC limitations on compensation eligible for benefits available under the qualified plans. Additionally, the Company maintains a separate defined benefit pension plan for certain employees in the United Kingdom (the “U.K. Plan”).

The Company also maintains defined benefit pension plans for certain of its foreign subsidiaries. These international defined benefit pension plans are excluded from the disclosures below due to their immateriality. Both the U.S. Plans and U.K. Plan do not allow for new plan participants or additional benefit accruals.

During 2017, the Company offered eligible former employees who had not yet commenced receiving their pension benefit an opportunity to receive a lump sum payout of their vested pension benefit. On December 1, 2017, in connection with this offer, one of the Company’s pension plans paid $142 million from pension plan assets to those who accepted this offer, thereby reducing its pension benefit obligations. The transaction had no cash impact on the Company but did result in a non-cash pre-tax pension settlement gain of $1 million. As a result of the lump sum payout, the Company re-measured the funded status of its pension plan as of the settlement date. To calculate this pension settlement gain, the Company utilized a discount rate of 4.35% through the measurement date and 3.83% thereafter.

Defined benefit pension plan obligations are measured based on the present value of projected future benefit payments for all participants for services rendered to date. The projected benefit obligation is a measure of benefits attributed to service to date, assuming that the plan continues in effect and that estimated future events (including turnover and mortality) occur. The net periodic benefit costs are determined using assumptions regarding the projected benefit obligation and the fair value of plan assets as of the beginning of the year. Net periodic benefit costs are recorded in Other expense (income) in the Consolidated Statements of Income. The funded status of the defined benefit pension plans, which represents the difference between the projected benefit obligation and the fair value of plan assets, is calculated on a plan-by-plan basis.

Funded Status of Defined Benefit Pension Plans

The following tables provide a reconciliation of the changes in the plans’ projected benefit obligations as of December 31:



	U.S. Qualified Plans						U.S. Non-Qualified Plans						U.K. Plan
(In millions)	2018			2017			2018			2017			2018			2017
Projected benefit obligation at beginning of year	$	1,743		$	1,745		$	78		$	74		$	1,305		$	1,235
Interest cost	57			74			2			3			28			34
Plan amendment	—			—			—			—			19			—
Actuarial (gain) loss	(142		)	128			(5		)	6			(62		)	(23		)
Benefits paid	(69		)	(62		)	(5		)	(5		)	(56		)	(60		)
Settlement	—			(142		)	—			—			—			—
Foreign currency exchange rate changes	—			—			—			—			(70		)	119
Projected benefit obligation at end of year ⁽¹⁾	$	1,589		$	1,743		$	70		$	78		$	1,164		$	1,305


(1)	At the end of each year presented, the accumulated benefit obligations for the plans are equal to the projected benefit obligations.

The U.S. Qualified Plans and U.K. Plan realized actuarial gains of $142 million and $62 million, respectively, in 2018. In the U.S. Qualified Plans, the gain was a result of assumption changes, including an increase in the discount rate based on a December 31, 2018 reference yield curve and the use of an updated mortality projection scale for plan participants. In the U.K. Plan, the gain was a result of changes in actuarial assumptions, including an increase in the discount rate based on a December 31, 2018 reference yield curve, an increase in inflation assumptions and the use of an updated mortality projection scale for plan participants.

The following tables provide a reconciliation of the changes in the fair value of plan assets as of December 31:



	U.S. Qualified Plans						U.S. Non-Qualified Plans						U.K. Plan
(In millions)	2018			2017			2018			2017			2018			2017
Fair value of plan assets at beginning of year	$	1,764		$	1,700		$	—		$	—		$	1,390		$	1,207
Actual return on plan assets	(113		)	268			—			—			(35		)	109
Employer contributions	—			—			5			5			3			13
Benefits paid	(69		)	(62		)	(5		)	(5		)	(56		)	(60		)
Settlement	—			(142		)	—			—			—			—
Foreign currency exchange rate changes	—			—			—			—			(75		)	121
Fair value of plan assets at end of year	$	1,582		$	1,764		$	—		$	—		$	1,227		$	1,390

The following table provides the funded status of the plans as of December 31:



	U.S. Qualified Plans					U.S. Non-Qualified Plans						U.K. Plan
(In millions)	2018			2017		2018			2017			2018		2017
Funded status:
Funded status at end of year	$	(7	)	$	21	$	(70	)	$	(78	)	$	63	$	85
Funded status recognized in balance sheet:
Long-term assets	$	—		$	21	$	—		$	—		$	63	$	85
Current liabilities	—			—		(5		)	(6		)	—		—
Long-term liabilities	(7		)	—		(65		)	(72		)	—		—
Net amount recognized	$	(7	)	$	21	$	(70	)	$	(78	)	$	63	$	85
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	$	1,589		$	—	$	70		$	78		$	—	$	—
Fair value of plan assets	1,582			—		—			—			—		—

The following table provides amounts included in AOCI that have not yet been recognized in net periodic benefit expense as of December 31:



	U.S. Qualified Plans					U.S. Non-Qualified Plans						U.K. Plan
(In millions)	2018			2017		2018			2017			2018		2017
Actuarial (loss) gain	$	(50	)	$	13	$	(3	)	$	(8	)	$	5	$	44
Prior-service credit	—			—		—			—			19		39
AOCI	$	(50	)	$	13	$	(3	)	$	(8	)	$	24	$	83

The following table sets forth the amount of net periodic benefit cost and amounts recognized in Other comprehensive (loss) income for the years ended December 31:



	U.S. Qualified Plans									U.S. Non-Qualified Plans							U.K. Plan
(In millions)	2018			2017			2016			2018			2017		2016		2018			2017			2016
Net periodic benefit (income) expense:
Interest cost	$	57		$	74		$	76		$	2		$	3	$	3	$	28		$	34		$	41
Expected return on plan assets	(92		)	(93		)	(88		)	—			—		—		(67		)	(60		)	(59		)
Amortization of prior-service credit	—			—			—			—			—		—		(2		)	(1		)	(1		)
Recognized AOCI loss due to settlements	—			(1		)	—			—			—		—		—			—			—
Net periodic benefit (income) expense	$	(35	)	$	(20	)	$	(12	)	$	2		$	3	$	3	$	(41	)	$	(27	)	$	(19	)
Amounts recognized in Other comprehensive (loss) income
Actuarial loss (gain)	$	63		$	(47	)	$	11		$	(5	)	$	6	$	3	$	40		$	(72	)	$	29
Prior-service cost	—			—			—			—			—		—		19			—			(42		)
Reclassification of recognized AOCI gain due to settlements	—			1			—			—			—		—		—			—			—
Reclassification of prior-service credit to net periodic benefit (income) expense	—			—			—			—			—		—		2			1			1
Loss (gain) recognized in Other comprehensive (loss) income	$	63		$	(46	)	$	11		$	(5	)	$	6	$	3	$	61		$	(71	)	$	(12	)

The following table outlines the weighted-average assumptions used to determine the net periodic benefit costs and benefit obligations for the year ended December 31:



	U.S. Qualified Plans				U.S. Non-Qualified Plans					U.K. Plan
	2018	2017	2016		2018	2017		2016		2018		2017		2016
Discount rate - net periodic benefit costs	3.14% - 3.38%	3.83% - 4.35%	4.65	%	2.84% - 3.21%	4.35	%	4.65	%	2.21	%	2.70	%	3.75	%
Discount rate - benefit obligations	4.18% - 4.39%	3.55% - 3.71%	4.35	%	3.93% - 4.28%	3.21% - 3.60%		4.35	%	2.85	%	2.53	%	2.70	%
Expected long-term rate of return on plan assets	3.00% - 5.40%	2.35% - 5.65%	5.58	%	N/A	N/A		N/A		4.95	%	5.00	%	5.40	%

No rate of compensation increase was assumed as the plans are frozen to additional participant benefit accruals.

In 2018, the Company changed how it estimates the interest cost component of net periodic cost for its U.S. and U.K. pension benefit plans. Previously, the Company estimated the interest cost component utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation. The new estimate utilizes a full yield curve approach in the estimation of this component by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to each of the underlying projected cash flows based on time until payment. The new estimate provides a more precise measurement of interest costs by improving the correlation between projected benefit cash flows and their corresponding spot rates. The change does not affect the measurement of the Company’s U.S. and U.K. pension benefit obligation and has been accounted for as a change in accounting estimate and thus applied prospectively.

Expected benefit payments for the defined benefit pension plans are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.



(In millions)	U.S. Qualified Plans		U.S. Non-Qualified Plans		U.K. Plan
Year ending December 31:
2019	$	80	$	5	$	40
2020	83		5		41
2021	87		5		43
2022	89		5		45
2023	92		5		46
2024-2028	492		25		257

Plan Assets

U.S. Qualified Plans

Assets of the U.S. Qualified Plans are segregated from those of the Company and are managed pursuant to a long-term liability-driven asset allocation strategy that seeks to mitigate the funded status volatility by increasing exposure to fixed income investments over time. This strategy was developed by analyzing a variety of diversified asset-class combinations in conjunction with the projected liabilities.

The current investment strategy is to achieve an investment mix of approximately 82% in fixed income securities and 18% of investments in equity securities. The current fixed income allocation consists primarily of domestic fixed income and targets to hedge 90% of domestic projected liabilities. The target allocations for equity securities include 56% in U.S. equities and 44% in non-U.S. equities. Investments in equity and fixed income securities consist of individual securities held in managed separate accounts, as well as commingled investment funds. The investment strategy does not include a meaningful long-term investment allocation to cash and cash equivalents; however, the cash allocation may rise periodically in response to timing considerations regarding contributions, investments, and the payment of benefits and eligible plan expenses. The Company periodically evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk. Types of investment concentration risks that are evaluated include, but are not limited to, concentrations in a single entity, industry, foreign country or individual fund manager. As of December 31, 2018, there were no significant concentrations of risk in the Company’s defined benefit plan assets.

The investment policy does not allow investment managers to use market-timing strategies or financial derivative instruments for speculative purposes. However, financial derivative instruments are used to manage risk and achieve stated investment objectives regarding duration, yield curve, credit, foreign exchange and equity exposures. Generally, the investment managers are prohibited from short selling, trading on margin, and trading commodities, warrants or other options, except when acquired as a result of the purchase of another security, or in the case of options, when sold as part of a covered position.

The assumption of between 3.00% and 5.40% for the overall expected long-term rate of return on plan assets in 2018 was developed using asset allocation and return expectations. The return expectations are created using long-term historical and expected returns and current market expectations for inflation, interest rates and economic growth.

U.K. Plan

The U.K. Plan’s assets are segregated from those of the Company and invested by trustees, which include Company representatives, with the goal of meeting the U.K. Plan’s projected future pension liabilities. The trustees’ investment objectives are to meet the performance target set in the deficit recovery plan of the U.K. Plan in a risk-controlled framework. The actual asset allocations of the U.K. Plan are in line with the target asset allocations. The implied target asset allocation of the U.K. Plan consists of 56% matching assets (U.K. gilts and cash) and 44% growth assets (consisting of a range of pooled funds investing in structured equities, illiquid credit, dynamic asset allocation, high yield bonds, multi-asset credit and asset-backed securities). The target asset allocations of the U.K. Plan include acceptable ranges for each asset class.

The dynamic asset allocation and multi-asset credit funds invest dynamically across multiple asset classes with the aim of providing a diversified exposure to markets. Collateral consist of U.K. fixed-interest gilts, index-linked gilts and cash, which are used to back derivative positions that hedge the sensitivity of the liabilities to changes in interest rates and inflation. On the U.K. Plan Actuary’s Technical Provisions funding basis, approximately 95% of the liability interest rate sensitivity and 112% of the liability inflation sensitivity were hedged as of December 31, 2018. The expected long-term rate of return on plan assets in 2018 was 4.95%. The approach to determine the expected long-term rate of return on plan assets is consistent with the one used for the U.S. Plans.

The following tables set forth the fair values of investments held in the pension plans by major asset category as of December 31, 2018 and 2017, as well as the percentage that each asset category comprises of total plan assets:



(Dollars in millions)	December 31, 2018
Asset category (U.S. Qualified Plans)	Level 1		Level 2			Not Subject to Leveling⁽¹⁾		Total		Percentage of Plan Assets
Cash and cash equivalents
Short-term investment fund	$	—	$	—		$	37	$	37	2.3	%
Equity:
U.S. large companies	—		—			107		107		6.8	%
U.S. small companies	25		—			—		25		1.6	%
International	59		—			60		119		7.5	%
Fixed income securities:
Global long-term debt instruments	223		1,063			8		1,294		81.8	%
Derivatives	1		(1		)	—		—		—	%
Total U.S. Plan assets	$	308	$	1,062		$	212	$	1,582	100.0	%

Asset category (U.K. Plan)
Cash and cash equivalents	$	57	$	—		$	—	$	57	4.6	%
Fixed income securities	—		615			363		978		79.7	%
Derivatives	—		5			26		31		2.6	%
Hedge funds⁽²⁾	—		—			38		38		3.1	%
Diversified multi-asset funds:
Dynamic asset allocation	—		—			123		123		10.0	%
Total U.K. Plan assets	$	57	$	620		$	550	$	1,227	100.0	%

(1)

In accordance with ASU 2015-07, Fair Value Measurement (Topic 820), certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total defined benefit pension plan assets.


(2)	The fair value of the fund is based on the fair value of the underlying assets, substantially all of which is invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on anniversary of investment with 60 days’ prior notice.



(Dollars in millions)	December 31, 2017
Asset category (U.S. Qualified Plans)	Level 1		Level 2		Not Subject to Leveling⁽¹⁾		Total		Percentage of Plan Assets
Cash and cash equivalents
Short-term investment fund	$	—	$	—	$	25	$	25	1.4	%
Equity:
U.S. large companies	189		49		101		339		19.2	%
U.S. small companies	37		—		—		37		2.1	%
International	79		—		82		161		9.1	%
Fixed income securities:
Global long-term debt instruments	171		940		87		1,198		68.0	%
Derivatives	1		3		—		4		0.2	%
Total U.S. Plan assets	$	477	$	992	$	295	$	1,764	100.0	%

Asset category (U.K. Plan)
Cash and cash equivalents	$	65	$	—	$	—	$	65	4.6	%
Fixed income securities	—		371		293		664		47.8	%
Derivatives	—		13		54		67		4.9	%
Hedge funds⁽²⁾	—		—		42		42		3.0	%
Diversified multi-asset funds:
Risk parity	—		—		275		275		19.8	%
Dynamic asset allocation	—		—		277		277		19.9	%
Total U.K. Plan assets	$	65	$	384	$	941	$	1,390	100.0	%

(1)


(2)	The fair value of the fund is based on the fair value of the underlying assets, substantially all of which is invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on anniversary of investment with 60 days’ prior notice.

For the periods ended December 31, 2018 and 2017, the Company had no investments held in the pension plans within Level 3 of the fair value hierarchy. There was no XPO common stock held in plan assets as of December 31, 2018 or 2017. The U.S. Non-Qualified Pension Plans are unfunded.

Funding

The Company’s funding practice is to evaluate its tax and cash position, as well as the funded status of its plans, in determining its planned contributions. The Company estimates that it will contribute $5 million to its U.S. Non-Qualified Plans and $3 million to its U.K. Plan in 2019; however, this could change based on variations in interest rates, asset returns and other factors.

Defined Contribution Retirement Plans

The Company’s cost for defined contribution retirement plans in 2018, 2017 and 2016 was $66 million, $62 million and $59 million, respectively.

Postretirement Medical Plan

The Company sponsors a postretirement medical plan that provides health benefits to certain non-contractual employees who are at least 55 years of age with at least 10 years of service (the “Postretirement Plan”). The Postretirement Plan does not provide employer-subsidized retiree medical benefits for employees hired on or after January 1, 1993.

Funded Status of Postretirement Medical Plan

The following sets forth the changes in the benefit obligation and the determination of the amounts recognized on the Consolidated Balance Sheets for the Postretirement Plan:



	As of December 31,
(In millions)	2018			2017
Projected benefit obligation at beginning of year	$	40		$	51
Interest cost on projected benefit obligation	1			2
Actuarial gain	(5		)	(9		)
Participant contributions	2			2
Benefits paid	(4		)	(6		)
Projected and accumulated benefit obligation at end of year	$	34		$	40
Funded status of the plan	$	(34	)	$	(40	)
Amounts recognized in the balance sheet consist of :
Current liabilities	$	(3	)	$	(3	)
Long-term liabilities	(31		)	(37		)
Net amount recognized	$	(34	)	$	(40	)
Discount rate assumption as of December 31	4.21		%	3.52		%

The following table provides amounts included in AOCI that have not yet been recognized in net periodic benefit expense as of December 31:



(In millions)	2018		2017
Actuarial gain (loss)	$	12	$	8
AOCI	$	12	$	8

Net Periodic Benefit Expense for Postretirement Medical Plan

Net periodic benefit expense includes the following components:



	Years Ended December 31,
(In millions, except discount rate)	2018			2017			2016
Net periodic benefit expense:
Service cost - benefits earned during the year	$	1		$	—		$	1
Interest cost on projected benefit obligation	1			2			2
Amortization of actuarial gain	(1		)	—			—
Net periodic benefit expense	$	1		$	2		$	3
Discount rate assumption used to calculate interest cost	3.11% - 3.67%			3.90		%	4.20		%

Expected benefit payments, which reflect expected future service, as appropriate, are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.



(In millions)	Benefit Payments
Year ending December 31:
2019	$	3
2020	3
2021	3
2022	3
2023	3
2024-2028	14

Stockholder's Equity	12 Months Ended
Stockholder's Equity	Dec. 31, 2018
Equity [Abstract]
Stockholder's Equity	Stockholders’ Equity Pursuant to the Company’s Certificate of Incorporation, the Board of Directors may establish one or more series of preferred stock. Other than the Series A Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), no shares of preferred stock are currently outstanding. Series A Convertible Perpetual Preferred Stock and Warrants In 2011, the Company issued to certain investors, for $75 million in cash: (i) an aggregate of 75,000 shares of the Series A Preferred Stock with an initial liquidation preference of $1,000 per share, which are convertible into shares of Company common stock at a conversion price of $7.00 per common share (subject to customary anti-dilution adjustments), and (ii) warrants exercisable for shares of Company common stock at an initial exercise price of $7.00 per common share (subject to customary anti-dilution adjustments) (the “Warrants”). As of December 31, 2018, the outstanding Series A Preferred Stock is convertible into 10 million shares of Company common stock and there are outstanding Warrants exercisable for an aggregate of 10 million shares of Company common stock. The Series A Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, winding-up or dissolution of the Company, senior to the Company’s common stock and to each other class or series of stock of the Company (including any series of preferred stock) the terms of which do not expressly provide that such class or series ranks senior to or pari passu with the Series A Preferred Stock. The Series A Preferred Stock pays quarterly cash dividends equal to the greater of: (i) the “as-converted” dividends on the underlying Company common stock for the relevant quarter, and: (ii) 4% of the then-applicable liquidation preference per annum. The Series A Preferred Stock is not redeemable or subject to any required offer to purchase and votes together with the Company’s common stock on an “as-converted” basis on all matters, except as otherwise required by law, and separately as a class with respect to certain matters implicating the rights of holders of shares of Series A Preferred Stock. Equity Offering and Forward Sale Agreements In July 2017, the Company completed a registered underwritten offering of 11 million shares of its common stock at a public offering price of $60.50 per share (the “Offering”). Of the 11 million shares of common stock, five million shares were offered directly by the Company and six million shares were offered in connection with forward sale agreements (the “Forward Sale Agreements”) described below. The Offering closed on July 25, 2017. The Company received proceeds of $290 million ($288 million net of fees and expenses) from the sale of five million shares of common stock in the Offering. The Company used the net proceeds of the shares issued and sold by the Company in the Offering for general corporate purposes. In connection with the Offering, the Company entered into separate Forward Sale Agreements with Morgan Stanley & Co. LLC and JPMorgan Chase Bank, National Association, London Branch (the “Forward Counterparties”) pursuant to which the Company agreed to sell, and each Forward Counterparty agreed to purchase, three million shares of the Company’s common stock (or six million shares of the Company common stock in the aggregate) subject to the terms and conditions of the Forward Sale Agreements, including the Company’s right to elect cash settlement or net share settlement. The initial forward price under each of the Forward Sale Agreements is $58.08 per share (which was the public offering price of the Company’s common stock for the primary offering of the five million shares described above, less the underwriting discount) and was subject to certain adjustments pursuant to the terms of the Forward Sale Agreements. Consistent with the Company’s strategy to grow its business in part through acquisitions, the Company entered into the Forward Sale Agreements to provide additional available cash for such acquisitions, among other general corporate purposes. In July 2018, the Company physically settled the forwards in full by delivering six million shares of common stock to the Forward Counterparties for net cash proceeds to the Company of $349 million. As a part of its ordinary course treasury management activities, the Company applied these net cash proceeds to the repayment of the Senior Notes due 2022 as described above. Share Repurchases On December 14, 2018, the Company’s Board of Directors authorized share repurchases of up to $1 billion of the Company’s common stock. The repurchase authorization permits the Company to repurchase shares in both open market and private repurchase transactions, with the timing and number of shares repurchased dependent on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. Through December 31, 2018, based on the settlement date, the Company purchased and retired 10 million shares of its common stock having an aggregate value of $536 million at an average price of $53.46 per share. In January and February 2019, based on the settlement date, the Company purchased and retired 8 million shares of its common stock having an aggregate value of $464 million at an average price of $59.47 per share, which completed the authorized repurchase program. The share repurchases were funded by the unsecured credit facility and available cash.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

In 2016, the Company’s stockholders approved the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”). The 2016 Plan replaces the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan (the “2011 Plan”) and the Con-way Inc. 2012 Equity and Incentive Plan (the “Con-way Plan”), the latter of which was assumed by the Company in connection with the acquisition of Con-way in 2015. Any awards granted under the 2011 Plan and the Con-way Plan will remain in effect pursuant to their respective terms.

Under the terms of the 2016 Plan, the Company grants various types of stock-based compensation awards to directors, officers and key employees. The 2016 Plan provides for awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred share units, performance compensation awards, performance units, cash incentive awards and other equity-based or equity-related awards (collectively, “Awards”) that the Compensation Committee of the Board of Directors (the “Committee”) determines are consistent with the purpose of the 2016 Plan and the interests of the Company.

The maximum aggregate number of shares of common stock that may be delivered pursuant to Awards under the 2016 Plan is 3.4 million shares. Awards that are settled in cash would not reduce the number of shares available for delivery under the 2016 Plan. In the event of any extraordinary dividend or other extraordinary distribution, recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee shall equitably adjust any or all of the number of shares of the Company with respect to which Awards may be granted, including 2011 Plan share limits, the terms of any outstanding Award, the number of shares subject to outstanding Awards, and the exercise price of any Award, if applicable. Any shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued shares or of treasury shares.

The 2016 Plan will continue in effect until December 20, 2026, unless terminated earlier by the Board of Directors. As of December 31, 2018, there were 1.7 million shares available for issuance under the 2016 Plan.

In December 2017, the Company’s stockholders approved the XPO Logistics, Inc. Employee Stock Purchase Plan (the “ESPP”). Under the terms of the ESPP, all eligible employees in the U.S. can purchase common stock through payroll deductions (which cannot exceed 10% of each employee’s compensation) at 5% below fair market value on the last trading day at the end of each six-month purchase period during two offering periods per year, beginning on April 1 and October 1. Under the ESPP, employees must hold the stock they purchase for a minimum of three months from the date of purchase. Subject to adjustment for changes in the Company’s capitalization, the number of shares to be granted under the ESPP is not to exceed two million shares. The first offering period occurred in 2018. The ESPP will be in effect until October 2027, unless terminated earlier at the discretion of the Board of Directors. The plan is deemed non-compensatory, and therefore no stock-based compensation expense will be recognized. Executive officers and directors of the Company are not eligible to participate in the ESPP. There were two million shares available to be granted under the ESPP as of December 31, 2018.

The Company recognized the following stock-based compensation expense in SG&A in the Consolidated Statements of Income:



	Years ended December 31,
(In millions)	2018			2017			2016
Stock options	$	—		$	1		$	1
Stock appreciation rights	—			1			1
Restricted stock units	21			12			13
Performance-based restricted stock units	9			10			13
Cash-settled performance-based restricted stock units	19			55			27
Total stock-based compensation expense	$	49		$	79		$	55
Tax benefit on stock-based compensation	(22		)	(8		)	(6		)

Stock Options

For employees and officers, stock options typically vest over three to five years after the grant date, have a 10-year contractual term, and an exercise price equal to the Company’s stock price on the grant date. For grants to members of the Company’s Board of Directors, stock options vest one year after the grant date, have a 10-year contractual term, and an exercise price equal to the Company’s stock price on the grant date.

The following is a summary of the weighted-average assumptions used to calculate the 2016 grant-date fair value using the Black-Scholes option pricing model. There were no stock options granted during 2018 and 2017.



	2016
Weighted-average risk-free interest rate	1.8	%
Weighted-average volatility	50.0	%
Weighted-average dividend yield	—
Weighted-average expected option term (in years)	6.44

The expected term of options granted has been derived based on the Company’s history of actual exercise behavior and represents the period of time that options granted are expected to be outstanding. The expected volatility is based on the Company’s historical market price at consistent points in a period equal to the expected life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve with a term equal to the expected term of the option in effect at the time of grant.

A summary of stock option award activity for the year ended December 31, 2018 is presented below:



	Stock Options
	Number of Stock Options		Weighted-Average Exercise Price		Weighted-Average Remaining Term
Outstanding as of December 31, 2017	851,573		$	13.21	4.44
Granted	—		—
Exercised	(148,255	)	15.52
Forfeited	(1,000	)	23.31
Outstanding as of December 31, 2018	702,318		$	12.70	3.05
Options exercisable as of December 31, 2018	697,818		$	12.63	3.03

The weighted-average grant date fair value of options granted during 2016 was $11.37. The intrinsic value of options outstanding and exercisable as of December 31, 2018 was $31 million, respectively. As of December 31, 2018, the Company had an immaterial amount of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of one year.

The total intrinsic value of options exercised during 2018, 2017 and 2016 was $11 million, $9 million and $12 million, respectively. The total cash received from options exercised during 2018, 2017 and 2016 was $1 million, $1 million and $13 million, respectively.

Restricted Stock Units and Performance-Based Restricted Stock Units

The Company has granted RSUs and PRSUs to certain key employees, officers and directors of the Company with various vesting requirements as established by the Committee. The RSUs vest based on the passage of time. The vesting of certain RSU awards may also be subject to the price of the Company’s common stock exceeding a specified per share price for a designated period of time and continued employment by the grantee at the Company as of the vesting date. The PRSUs granted will vest based on the achievement of certain targets with respect to the Company’s overall financial performance for specified periods. The vesting of certain PRSUs is also subject to the price of the Company’s common stock exceeding a specified per share price for a designated period of time and generally require continued employment by the grantee at the Company as of the vesting date.

The RSUs and PRSUs may vest in whole or in part before the applicable vesting date if the grantee’s employment is terminated by the Company without cause or by the grantee with good reason (as defined in the grant agreement), upon death or disability of the grantee or in the event of a change in control of the Company. Upon vesting, the RSUs and PRSUs result in the issuance of shares of XPO common stock after required minimum tax withholdings. The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until certificates representing shares are issued and delivered in settlement of the awards. The fair value of all grants of RSUs and PRSUs subject to market-based vesting conditions was estimated using the Monte Carlo simulation lattice model.

A summary of RSU and PRSU award activity for the year ended December 31, 2018 is presented below:



	RSUs				PRSUs
	Number of RSUs		Weighted-Average Grant Date Fair Value		Number of PRSUs		Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2017	1,041,554		$	41.96	1,838,227		$	24.37
Granted	532,537		97.85		470,251		58.49
Vested	(305,542	)	39.01		(1,085,748	)	18.86
Forfeited and canceled	(182,921	)	53.62		(185,805	)	36.10
Outstanding as of December 31, 2018	1,085,628		$	68.24	1,036,925		$	43.51

The total fair value of RSUs that vested during 2018, 2017 and 2016 was $30 million, $23 million and $27 million, respectively. All of the outstanding RSUs as of December 31, 2018 vest subject to service conditions.

The total fair value of PRSUs that vested during 2018, 2017 and 2016 was $96 million, $8 million and $7 million, respectively. Of the outstanding PRSUs as of December 31, 2018, 444,959 vest subject to service and a combination of market and performance conditions and 591,966 vest subject to service and performance conditions.

As of December 31, 2018, the Company had $69 million of unrecognized compensation cost related to non-vested RSU and PRSU compensation that is anticipated to be recognized over a weighted-average period of approximately 3.31 years.

Cash-Settled Performance-Based Restricted Stock Units

In February 2016, the Company entered into employment agreements with its executive officers. Pursuant to these agreements, on February 9, 2016, the Company granted cash-settled PRSUs under the 2011 Plan to certain executive officers. Twenty-five percent of the PRSUs vest and are settled in cash on each of the first four anniversaries of the grant, subject to the grantee’s continued employment through the applicable anniversary and achievement of certain performance targets for each tranche. Cash-settled PRSU awards are measured at fair value initially based on the closing price of the Company’s common stock at the date of grant and are required to be re-measured to fair value at each reporting date until settlement. Compensation expense for cash-settled PRSUs is recognized over the applicable performance periods based on the probability of achieving the performance conditions and the closing price of the Company’s common stock at each balance sheet date. The Company records as a liability (until settlement) the cost of a cash-settled PRSU award for which achievement of the performance condition is deemed probable. As of December 31, 2018 and 2017, the Company had recognized accrued liabilities of $18 million and $52 million, respectively, using a fair value per PRSU of $57.04 and $91.59, respectively.

A summary of cash-settled PRSU award activity for the year ended December 31, 2018 is presented below:



	Number of Cash-Settled PRSUs
Outstanding as of December 31, 2017	1,693,394
Granted	15,385
Vested	(564,465	)
Forfeited and canceled	(391,038	)
Outstanding as of December 31, 2018	753,276

As of December 31, 2018, the Company had $24 million of unrecognized compensation cost related to non-vested cash-settled PRSU compensation that is anticipated to be recognized over a weighted-average period of approximately one year; this will vary based on changes in the Company’s common stock price and the probability of achieving performance targets in future periods.

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

A summary of income (loss) before taxes related to U.S. and foreign operations are as follows:



	Years Ended December 31,
(In millions)	2018		2017			2016
U.S.	$	319	$	278		$	(70	)
Foreign	247		(17		)	177
Income before income tax provision (benefit)	$	566	$	261		$	107

The components of the income tax provision (benefit) consist of the following:



	Years Ended December 31,
(In millions)	2018			2017			2016
Current:
U.S. Federal	$	2		$	2		$	(11	)
State	6			(3		)	6
Foreign	69			59			48
Total current income tax provision	$	77		$	58		$	43
Deferred:
U.S. Federal⁽¹⁾	$	57		$	(134	)	$	1
State	2			(2		)	(2		)
Foreign ⁽²⁾	(14		)	(21		)	(20		)
Total deferred income tax provision (benefit)	45			(157		)	(21		)
Total income tax provision (benefit)	$	122		$	(99	)	$	22

(1)

On December 22, 2017, the Tax Act was signed into law. The Tax Act includes numerous changes to existing U.S. tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%. The rate reduction became effective January 1, 2018. As a result, the Company recorded a tax benefit of $173 million in the fourth quarter of 2017 related to the revaluation of its net deferred tax liabilities. The Company did not record any changes during the measurement period.

(2)

On December 31, 2017, a law was published in France enacting a rate reduction from 34.43% to 25.83% to be phased in over five years starting in 2018. On December 29, 2017, a law was published in Belgium enacting a tax rate reduction from 33.99% to 25% to be phased in over three years starting in 2018. Consequently, the Company recorded a tax benefit of $10 million in the fourth quarter of 2017 related to the revaluation of its net deferred tax liabilities.

The effective tax rate reconciliations are as follows:



	Years Ended December 31,
	2018		2017		2016
U.S. federal statutory tax rate	21.0	%	35.0	%	35.0	%
State taxes, net of U.S. federal benefit	1.2		(1.2	)	4.8
Foreign rate differential	(1.1	)	(6.7	)	(13.2	)
Foreign operations ⁽¹⁾	8.3		(0.1	)	2.4
Valuation allowance	(3.7	)	0.8		11.2
Changes in uncertain tax positions	—		5.1		(0.1	)
Effect of law changes ⁽²⁾	—		(70.2	)	(12.3	)
Stock-based compensation	(3.8	)	(3.3	)	(4.7	)
Other	(0.3	)	2.4		(2.2	)
Effective tax rate	21.6	%	(38.2	)%	20.9	%


(1)	Foreign operations include the net impact of the changes to foreign valuation allowances, the cost of foreign inclusion net of foreign tax credits, and permanent items related to foreign operations.


(2)	2017 U.S., France and Belgium tax rate changes; 2016 France tax rate change.

Components of the Net Deferred Tax Asset or Liability

The tax effects of temporary differences that give rise to significant portions of the deferred tax asset and deferred tax liability are as follows:



	Years Ended December 31,
(In millions)	2018			2017
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$	154		$	191
Accrued expenses	60			65
Pension and other retirement obligations	25			26
Other	62			64
Total deferred tax asset	301			346
Valuation allowance	(73		)	(93		)
Total deferred tax asset, net	228			253
Deferred tax liability
Intangible assets	(330		)	(371		)
Property and equipment	(299		)	(255		)
Other	(35		)	(38		)
Total deferred tax liability	(664		)	(664		)
Net deferred tax liability	$	(436	)	$	(411	)

The deferred tax asset and deferred tax liability above are reflected in the Consolidated Balance Sheets as follows:



	December 31,
(In millions)	2018			2017
Other long-term assets	$	8		$	8
Deferred tax liability	(444		)	(419		)
Net deferred tax liability	$	(436	)	$	(411	)

Investments in Foreign Subsidiaries

As a result of the Tax Act, the Company has decided to apply a partial indefinite reversal assertion to pre-2018 earnings and profits that have been invested back into the foreign businesses. The Company has also decided not to apply an indefinite reversal assertion on all 2018 and future years’ earnings and profits. The Company has recorded federal, state and withholding taxes in the amount of $2 million related to the change in assertion.

Operating Loss and Tax Credit Carryforwards

As of December 31, 2018 and 2017, the Company had federal net operating losses for all U.S. operations (including those of minority owned subsidiaries) of $82 million and $188 million, respectively, expiring at various times between 2028 and 2038. As of December 31, 2018 and 2017, the tax effect (before federal benefit) of the Company’s state net operating losses was $26 million and $33 million, respectively, expiring at various times between 2019 and 2038.

As of December 31, 2018 and 2017, the Company had federal tax credit carryforwards of $16 million and $34 million, respectively, expiring at various times starting in 2032 with certain credits having an unlimited carryforward period. As of December 31, 2018 and 2017, the Company had state tax credit carryforwards of $8 million and $10 million, respectively, expiring at various times between 2019 and 2030.

As of December 31, 2018 and 2017, the Company’s foreign net operating losses available to offset future taxable income were $382 million and $332 million, respectively. These foreign loss carryforwards will expire at various times beginning in 2019, with some losses having an unlimited carryforward period.

Valuation Allowance

The Company has evaluated the available positive and negative evidence and concluded that, for some of its deferred tax assets, it is more likely than not that these assets will not be realized in the foreseeable future. Based on the Company’s assessment, as of December 31, 2018, total valuation allowances of $73 million were recorded against deferred tax assets. Although realization is not assured, the Company has concluded that it is more likely than not that the remaining deferred tax assets will be realized and as such no valuation allowance has been provided on these assets. The Company’s valuation allowance decreased by $20 million during the year ended December 31, 2018.

The following table presents a roll-forward of the valuation allowance for the years ended December 31, 2018, 2017 and 2016, respectively:



(In millions)	Balance at Beginning of Year		Additions		Reductions/ Charges			Balance at End of Year
Valuation allowance
Year Ended December 31, 2018	$	93	$	—	$	(20	)	$	73
Year Ended December 31, 2017	83		29		(19		)	93
Year Ended December 31, 2016	68		15		—			83

Unrecognized Tax Benefits (UTB)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:



	Years Ended December 31,
(In millions)	2018			2017			2016
Beginning balance	$	25		$	15		$	12
Additions for tax positions of the current period	1			2			—
Additions for tax positions from acquisitions	—			—			10
Additions for tax positions of prior years	2			17			1
Reductions for tax positions of prior years	(3		)	—			—
Settlements with tax authorities	—			(3		)	—
Reductions due to the statute of limitations	(1		)	(6		)	(8		)
Currency translation adjustment	(1		)	—			—
Ending balance	$	23		$	25		$	15
Interest and penalties	6			5			4
Gross unrecognized tax benefits	$	29		$	30		$	19

Total UTB that, if recognized, would impact the effective income tax rate as of the end of the year	$	22		$	23		$	11

During the next 12 months, it is reasonably possible that the Company could reflect a reduction to unrecognized tax benefits of $4 million due to the statute of limitations lapsing on positions or because tax positions are sustained on audit.

The Company is subject to taxation in the United States, various states and various foreign jurisdictions. As of December 31, 2018, the Company has no tax years under examination by the Internal Revenue Service (“IRS”). The Company has 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 2009, and non-U.S. returns after 2007 are open under relevant statutes of limitations and are subject to audit.

Earnings per Share

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Earnings per Share

Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. The participating securities consist of the Company’s Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. In periods of loss, no allocation is made to the preferred shares.

The computations of basic and diluted earnings per share are as follows:



	Years Ended December 31,
(In millions, except per share data)	2018			2017			2016
Basic earnings per common share
Net income attributable to XPO	$	422		$	340		$	69
Convertible preferred dividends	(3		)	(3		)	(3		)
Non-cash allocation of undistributed earnings	(29		)	(25		)	(3		)
Net income allocable to common shares, basic	$	390		$	312		$	63

Basic weighted-average common shares	123			115			110
Basic earnings per share	$	3.17		$	2.72		$	0.57

Diluted earnings per common share
Net income allocable to common shares, basic	$	390		$	312		$	63
Interest from Convertible Senior Notes	—			1			2
Net income allocable to common shares, diluted	$	390		$	313		$	65

Basic weighted-average common shares	123			115			110
Dilutive effect of Convertible Senior Notes	—			2			3
Dilutive effect of non-participating stock-based awards and equity forward	12			11			10
Diluted weighted-average common shares	135			128			123

Diluted earnings per share	$	2.88		$	2.45		$	0.53

Potential common shares excluded	10			10			12

Certain shares were not included in the computation of diluted earnings per share because the effect was anti-dilutive.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Lease Commitments

Under operating leases, the Company is required to make payments for various real estate, double-stack railcars, containers, chassis, tractors, data processing equipment, transportation and office equipment that have an initial or remaining non-cancelable lease term. Certain leases also contain provisions that allow the Company to extend the leases for various renewal periods.

Under certain capital lease agreements, the Company guarantees the residual value of tractors at the end of the lease term. The stated amounts of the residual-value guarantees have been included in the minimum lease payments below.

Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows:



(In millions)	Capital Leases			Operating Leases
Year ending December 31:
2019	$	61		$	577
2020	60			460
2021	55			367
2022	52			288
2023	43			221
Thereafter	39			523
Total minimum lease payments	$	310		$	2,436
Amount representing interest	(21		)
Present value of minimum lease payments	$	289

Rent expense was $820 million, $716 million and $677 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Litigation

The Company is involved, and will continue to be involved, in numerous proceedings arising out of the conduct of its business. These proceedings may include, among other matters, claims for property damage or personal injury incurred in connection with the transportation of freight, claims regarding anti-competitive practices, and employment-related claims, including claims involving asserted breaches of employee restrictive covenants and tortious interference with contracts. These matters also include numerous purported class action, multi-plaintiff and individual lawsuits, and administrative proceedings that claim either that the Company’s owner-operators or contract carriers should be treated as employees, rather than independent contractors, or that certain of the Company’s drivers were not paid for all compensable time or were not provided with required meal or rest breaks. These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both.

The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued therefor, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or states that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on the Company’s assessment, in conjunction with legal counsel, regarding the ultimate outcome of the matter.

The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which the Company is presently a party will have a material adverse effect on its results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred.

The Company carries liability and excess umbrella insurance policies that it deems sufficient to cover potential legal claims arising in the normal course of conducting its operations as a transportation and logistics company. The liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this note. In the event the Company is required to satisfy a legal claim outside the scope of the coverage provided by insurance, the Company’s financial condition, results of operations or cash flows could be negatively impacted.

Intermodal Drayage Classification Claims

Certain of the Company’s intermodal drayage subsidiaries received notices from the California Labor Commissioner, Division of Labor Standards Enforcement (the “DLSE”), that a total of approximately 150 owner-operators contracted with these subsidiaries filed claims in 2012 with the DLSE in which they assert that they should be classified as employees, rather than independent contractors. These claims seek reimbursement for the owner-operators’ business expenses, including fuel, tractor maintenance and tractor lease payments. After a decision was rendered by a DLSE hearing officer in seven of these claims, in 2014, the Company appealed the decision to the California Superior Court, San Diego, where a de novo trial was held on the merits of those claims. On July 17, 2015, the court issued a final statement of decision finding that the seven claimants were employees rather than independent contractors and awarding an aggregate of $3 million plus post-judgment interest and attorneys’ fees to the claimants. The Company exhausted its appeals in this matter and the Superior Court entered final judgment against the Company in January 2018 and that judgment has been paid. Separate decisions were rendered in June 2015 by a DLSE hearing officer in claims involving five additional plaintiffs, resulting in an award for the plaintiffs in an aggregate amount of approximately $1 million, following which the Company appealed the decisions in the U.S. District Court for the Central District of California (“Central District Court”). On May 16, 2017, the Central District Court issued judgment finding that the five claimants were employees rather than independent contractors and awarding an aggregate of approximately $1 million plus post-judgment interest and attorneys’ fees to the claimants. The Company has appealed this judgment but cannot provide assurance that such appeal will be successful. In addition, separate decisions were rendered in April 2017 by a DLSE hearing officer in claims involving four additional plaintiffs, resulting in an award for the plaintiffs in an aggregate amount of approximately $1 million, which the Company has appealed to the California Superior Court, Long Beach. The remaining DLSE claims (the “Pending DLSE Claims”) have been transferred to California Superior Court in three separate actions involving approximately 170 claimants, including the claimants mentioned above who originally filed claims in 2012. The Company has reached an agreement to settle the majority of the Pending DLSE Claims and has accrued the full amount of the settlement. The settlement will require court approval. In addition, certain of the Company’s intermodal drayage subsidiaries are party to putative class action litigations and other administrative claims in California brought by independent contract carriers who contracted with these subsidiaries. In these litigations, the contract carriers assert that they should be classified as employees, rather than independent contractors. The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable relating to the claims referenced above. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of these claims given, among other reasons, that the range of potential loss could be impacted substantially by future rulings by the courts involved, including on the merits of the claims.

Last Mile Logistics Classification Claims

Certain of the Company’s last mile logistics subsidiaries are party to several putative class action litigations brought by independent contract carriers who contracted with these subsidiaries. In these litigations, the contract carriers, and in some cases the contract carriers’ employees, assert that they should be classified as employees, rather than independent contractors. The particular claims asserted vary from case to case, but the claims generally allege unpaid wages, unpaid overtime, or failure to provide meal and rest periods, and seek reimbursement of the contract carriers’ business expenses. The cases include four related matters pending in the Federal District Court, Northern District of California: Ron Carter, Juan Estrada, Jerry Green, Burl Malmgren, Bill McDonald and Joel Morales v. XPO Logistics, Inc. (“Carter”), filed in March 2016; Ramon Garcia v. Macy’s and XPO Logistics Inc. (“Garcia”), filed in July 2016; Kevin Kramer v. XPO Logistics Inc. (“Kramer”), filed in September 2016; and Hector Ibanez v. XPO Last Mile, Inc. (“Ibanez”), filed in May 2017. The Company has reached agreements to settle the Carter, Garcia, Kramer and Ibanez matters and has accrued the full amount of the settlements. The settlements will require court approval. With respect to other pending claims, the Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company is unable at this time to estimate the amount of the possible loss or range of loss, if any, in excess of its accrued liability that it may incur as a result of these claims given, among other reasons, that the number and identities of plaintiffs in these lawsuits are uncertain and the range of potential loss could be impacted substantially by future rulings by the courts involved, including on the merits of the claims.

Last Mile TCPA Claims

The Company is a party to a putative class action litigation (Leung v. XPO Logistics, Inc., filed in May 2015 in the U.S. District Court, Illinois (“Illinois Court”)) alleging violations of the Telephone Consumer Protection Act (“TCPA”) related to an automated customer call system used by a last mile logistics business that the Company acquired. The Company has reached an agreement to resolve the Leung case, and the Illinois Court has approved the settlement and entered final judgment. The Company has accrued the full amount of the approved settlement. Distribution of the settlement funds began in September 2018.

Shareholder Litigation

On December 14, 2018, two putative class actions were filed in the U.S. District Court for the District of Connecticut and the U.S. District Court for the Southern District of New York against the Company and certain of its current and former executives, alleging violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, as well as Section 20(a) of the Exchange Act, based on alleged material misstatements and omissions in the Company’s public filings with the U.S. Securities and Exchange Commission. On January 7, 2019, the plaintiff in one of the actions, Leeman v. XPO Logistics, Inc. et al., No. 1:18-cv-11741 (S.D.N.Y.), voluntarily dismissed the action without prejudice. In the other action, Labul v. XPO Logistics, Inc. et al., No. 3:18-cv-02062 (D. Conn.), which remains pending, the complaint has not yet been served. The Company intends to defend itself vigorously against the allegations. The Company is unable at this time to determine the amount of the possible loss or range of loss, if any, that it may incur as a result of these matters.

Subsequent Event	12 Months Ended
Subsequent Event	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event On February 13, 2019, the Company’s Board of Directors authorized a new share repurchase of up to $1.5 billion of the Company’s common stock. The Company is not obligated to repurchase any specific number of shares, and may suspend or discontinue the program at any time.

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

Consolidation

Revenue Recognition

Performance Obligations

Transportation

Logistics

Cash, Cash Equivalents and Restricted Cash

Accounts Receivable and Allowance for Doubtful Accounts

Receivables Securitization and Factoring

Receivables securitization and factoring

Property and Equipment

Depreciation is computed 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 14 years
Rail cars and chassis		15 to 30 years
Machinery and equipment		3 to 10 years
Computer software and equipment		1 to 6 years

Asset Retirement Obligations

Goodwill

Intangible Assets



Classification		Estimated Useful Life
Customer relationships		5 to 16 years
Non-compete agreements		Term of agreement

Self-Insurance

Advertising Costs

Advertising costs are expensed as incurred.

Stockholders' Equity

Stockholders’ Equity

Accumul

Income Taxes

Foreign Currency Translation and Transactions

Fair Value Measurements


•	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

Derivative Instruments

Defined Benefit Pension Plans

Stock-Based Compensation

New Accounting Standards

Adoption of New Accounting Standards

Refer to Recast of Financial Information Due to Adoption of New Accounting Guidance above for a discussion of ASUs 2017-07 and 2016-18.

Accounting Pronouncements Issued but Not Yet Effective

Segment Reporting

The Company is organized into two reportable segments: Transportation and Logistics.

Earnings per Share

Litigation

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Allowance for Doubtful Accounts Rollforward

The roll-forward of the allowance for doubtful accounts is as follows:



	Years Ended December 31,
(In millions)	2018			2017			2016
Beginning balance	$	42		$	26		$	17
Provision charged to expense	36			24			15
Write-offs, less recoveries, and other adjustments	(26		)	(8		)	(6		)
Ending balance	$	52		$	42		$	26

Estimated Useful Lives of Assets

Depreciation is computed 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 14 years
Rail cars and chassis		15 to 30 years
Machinery and equipment		3 to 10 years
Computer software and equipment		1 to 6 years

Schedule of Estimated Useful Lives of Intangible Assets

The range of estimated useful lives by type are as follows:



Classification		Estimated Useful Life
Customer relationships		5 to 16 years
Non-compete agreements		Term of agreement

Schedule of Accrued Expenses

Accrued expenses include the following components:



	As of December 31,
(In millions)	2018		2017
Accrued salaries and wages	$	539	$	581
Accrued transportation and facility charges	462		438
Accrued value-added tax and other taxes	172		176
Other accrued expenses	307		331
Total accrued expenses	$	1,480	$	1,526

Schedule of Accumulated Other Comprehensive Income

The components of and changes in accumulated other comprehensive income (“AOCI”), net of tax for the years ended December 31, 2018 and 2017, are as follows:



(In millions)	Foreign Currency Translation Adjustments			Derivative Hedges			Defined Benefit Plans Liability			Less: AOCI Attributable to Noncontrolling Interests			AOCI Attributable to the Company
As of December 31, 2016	$	(206	)	$	—		$	(13	)	$	25		$	(194	)
Other comprehensive income	180			10			92			(52		)	230
Amounts reclassified from AOCI	—			(5		)	(2		)	—			(7		)
Net current period other comprehensive income	180			5			90			(52		)	223
Impact of tax reform act	(17		)	2			2			—			(13		)
As of December 31, 2017	(43		)	7			79			(27		)	16
Other comprehensive (loss) income	(96		)	12			(89		)	27			(146		)
Amounts reclassified from AOCI	(4		)	(18		)	(2		)	—			(24		)
Net current period other comprehensive loss	(100		)	(6		)	(91		)	27			(170		)
As of December 31, 2018	$	(143	)	$	1		$	(12	)	$	—		$	(154	)

Schedule of Foreign Exchange Contracts, Statement of Operations

Foreign currency loss (gain) included in the Consolidated Statements of Income consisted of the following:



	Years Ended December 31,
(In millions)	2018			2017			2016
Unrealized foreign currency option and forward contracts (gains) losses	$	(20	)	$	49		$	(40	)
Realized foreign currency option and forward contracts losses (gains)	16			15			(3		)
Foreign currency transaction and remeasurement losses (gains)	7			(6		)	3
Total foreign currency loss (gain)	$	3		$	58		$	(40	)

Summary of Fair Value Hierarchy of Cash Equivalents

The following table summarizes the fair value hierarchy of cash equivalents:



	As of December 31, 2018
(In millions)	Carrying Value		Fair Value		Level 1		Level 2
Cash equivalents	$	237	$	237	$	236	$	1

	As of December 31, 2017
(In millions)	Carrying Value		Fair Value		Level 1		Level 2
Cash equivalents	$	90	$	90	$	74	$	16

Segment Reporting and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Selected Financial Data for Each Reportable Segment

The following table identifies selected financial data for the years ended December 31, 2018, 2017 and 2016:



(In millions)	Transportation		Logistics		Corporate			Eliminations			Total
Year Ended December 31, 2018 ⁽¹⁾
Revenue	$	11,343	$	6,065	$	—		$	(129	)	$	17,279
Operating income (loss)	646		216		(158		)	—			704
Depreciation and amortization	461		244		11			—			716
Year Ended December 31, 2017 ⁽¹⁾
Revenue	$	10,276	$	5,229	$	—		$	(124	)	$	15,381
Operating income (loss)	547		202		(167		)	—			582
Depreciation and amortization	447		203		8			—			658
Year Ended December 31, 2016 ⁽¹⁾
Revenue	$	9,976	$	4,761	$	—		$	(118	)	$	14,619
Operating income (loss)	459		165		(160		)	—			464
Depreciation and amortization	456		185		2			—			643


(1)	Certain minor organizational changes were made in 2018 related to the Company’s managed transportation business. Managed transportation previously had been included in the Logistics segment; as of January 1, 2018, it is reflected in the Transportation segment. Prior period information was recast to conform to the current year presentation.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2018

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenues

The following tables present the Company’s revenue disaggregated by geographical area based on sales office location:



	Year Ended December 31, 2018
(In millions)	Transportation		Logistics		Eliminations			Total
Revenue
United States	$	8,055	$	2,196	$	(19	)	$	10,232
North America (excluding United States)	274		67		—			341
France	1,496		687		(18		)	2,165
United Kingdom	704		1,436		(70		)	2,070
Europe (excluding France and United Kingdom)	793		1,584		(18		)	2,359
Other	21		95		(4		)	112
Total	$	11,343	$	6,065	$	(129	)	$	17,279



	Year Ended December 31,
(In millions)	2017		2016
Revenue
United States	$	9,163	$	8,758
North America (excluding United States)	298		322
France	2,006		1,903
United Kingdom	1,799		1,701
Europe (excluding France and United Kingdom)	1,930		1,644
Other	185		291
Total	$	15,381	$	14,619

The following table presents the Company’s revenue disaggregated by service offering:



(In millions)	Year Ended December 31, 2018
Transportation:
Freight brokerage and truckload	$	4,784
LTL	4,839
Last mile⁽¹⁾	1,065
Managed transportation	462
Global forwarding	338
Transportation eliminations	(145		)
Total Transportation segment revenue	11,343
Total Logistics segment revenue	6,065
Intersegment eliminations	(129		)
Total revenue	$	17,279


(1)	Comprised of the Company’s North American last mile operations.

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2018

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Related Activity

The following table sets forth the restructuring-related activity:



	Year ended December 31, 2018
(In millions)	Charges Incurred		Payments			Reserve Balance as of December 31, 2018
Severance
Transportation	$	12	$	(3	)	$	9
Logistics	6		(1		)	5
Corporate	3		(1		)	2
Total	$	21	$	(5	)	$	16

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

The following table outlines the Company’s property and equipment:



	December 31,
(In millions)	2018			2017
Property and equipment
Land	$	356		$	410
Buildings and leasehold improvements	555			558
Vehicles, tractors, trailers and tankers	1,561			1,464
Machinery and equipment	809			648
Computer software and equipment	909			694
	4,190			3,774
Less: accumulated depreciation and amortization	(1,585		)	(1,110		)
Total property and equipment, net	$	2,605		$	2,664

Goodwill (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following is a summary of the changes in the gross carrying amounts of goodwill by segment:



(In millions)	Transportation			Logistics			Total
Goodwill as of December 31, 2016 ⁽¹⁾	$	2,420		$	1,906		$	4,326
Impact of foreign exchange translation	107			131			238
Goodwill as of December 31, 2017	2,527			2,037			4,564
Impact of foreign exchange translation	(7		)	(90		)	(97		)
Goodwill as of December 31, 2018	$	2,520		$	1,947		$	4,467

(1)

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Identifiable Intangible Assets

The following table outlines the Company’s identifiable intangible assets:



	December 31, 2018				December 31, 2017
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Definite-lived intangibles
Customer relationships	$	1,891	$	640	$	1,924	$	494
Trade name	52		52		54		52
Non-compete agreements	16		14		17		14
	$	1,959	$	706	$	1,995	$	560

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)	2019		2020		2021		2022		2023		Thereafter
Estimated amortization expense	$	151	$	145	$	138	$	128	$	111	$	580

Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet

The following table presents the account on the Consolidated Balance Sheets in which the Company’s derivative instruments have been recognized and the related notional amounts and fair values:



	December 31, 2018
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges:
Cross-currency swap agreements	$	1,270	Other long-term assets	$	—	Other long-term liabilities	$	(81	)
Derivatives not designated as hedges:
Foreign currency option contracts	473		Other current assets	7		Other current liabilities	—
Total				$	7		$	(81	)



	December 31, 2017
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges:
Cross-currency swap agreements	$	1,304	Other long-term assets	$	—	Other long-term liabilities	$	(146	)
Derivatives not designated as hedges:
Foreign currency option and forward contracts	1,038		Other current assets	2		Other current liabilities	(16		)
Total				$	2		$	(162	)

Schedule of Gains and Losses Recognized on Consolidated Statements of Operations for Derivative Instruments



	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative								Amount of Gain (Loss) Reclassified from AOCI into Net Income					Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
(In millions)	2018		2017			2016			2018		2017			2018		2017
Derivatives designated as cash flow hedges:
Cross-currency swap agreements	$	13	$	(21	)	$	—		$	17	$	(3	)	$	1	$	—
Interest rate swaps	—		2			5			—		—			—		—
Derivatives designated as net investment hedges:
Cross-currency swap agreements	52		(100		)	15			—		—			4		8
Nonderivatives designated as hedges:
Foreign currency denominated notes	—		8			(27		)	—		—			—		—
Total	$	65	$	(111	)	$	(7	)	$	17	$	(3	)	$	5	$	8

Debt (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Schedule of Long-term Debt

The following table summarizes the Company’s debt:



	December 31, 2018				December 31, 2017

(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
ABL facility	$	—	$	—	$	100	$	100
Term loan facility	1,503		1,474		1,494		1,456
6.125% Senior Notes due 2023	535		529		535		528
6.50% Senior Notes due 2022	1,200		1,190		1,600		1,583
6.70% Senior Debentures due 2034	300		205		300		203
Trade securitization program	283		281		303		299
Unsecured credit facility	250		246		—		—
Asset financing and other	55		55		104		105
Capital leases for equipment	289		289		248		248
Total debt	4,415		4,269		4,684		4,522
Short-term borrowings and current maturities of long-term debt	371		367		104		104
Long-term debt	$	4,044	$	3,902	$	4,580	$	4,418

Schedule of Maturities of Long-term Debt

The following table outlines the Company’s principal payment obligations on debt (excluding capital leases) for the next five years and thereafter:



(In millions)	2019		2020		2021		2022		2023		Thereafter
Principal payments on debt	$	322	$	259	$	3	$	1,201	$	536	$	1,805

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2018

Retirement Benefits [Abstract]

Schedule of Reconciliation of the Changes in the Plans' Projected Benefit Obligations

The following tables provide a reconciliation of the changes in the plans’ projected benefit obligations as of December 31:



	U.S. Qualified Plans						U.S. Non-Qualified Plans						U.K. Plan
(In millions)	2018			2017			2018			2017			2018			2017
Projected benefit obligation at beginning of year	$	1,743		$	1,745		$	78		$	74		$	1,305		$	1,235
Interest cost	57			74			2			3			28			34
Plan amendment	—			—			—			—			19			—
Actuarial (gain) loss	(142		)	128			(5		)	6			(62		)	(23		)
Benefits paid	(69		)	(62		)	(5		)	(5		)	(56		)	(60		)
Settlement	—			(142		)	—			—			—			—
Foreign currency exchange rate changes	—			—			—			—			(70		)	119
Projected benefit obligation at end of year ⁽¹⁾	$	1,589		$	1,743		$	70		$	78		$	1,164		$	1,305


(1)	At the end of each year presented, the accumulated benefit obligations for the plans are equal to the projected benefit obligations.

The following sets forth the changes in the benefit obligation and the determination of the amounts recognized on the Consolidated Balance Sheets for the Postretirement Plan:



	As of December 31,
(In millions)	2018			2017
Projected benefit obligation at beginning of year	$	40		$	51
Interest cost on projected benefit obligation	1			2
Actuarial gain	(5		)	(9		)
Participant contributions	2			2
Benefits paid	(4		)	(6		)
Projected and accumulated benefit obligation at end of year	$	34		$	40
Funded status of the plan	$	(34	)	$	(40	)
Amounts recognized in the balance sheet consist of :
Current liabilities	$	(3	)	$	(3	)
Long-term liabilities	(31		)	(37		)
Net amount recognized	$	(34	)	$	(40	)
Discount rate assumption as of December 31	4.21		%	3.52		%

Schedule of Reconciliation of the Changes in the Plans' Fair Value of Plan Assets

The following tables provide a reconciliation of the changes in the fair value of plan assets as of December 31:



	U.S. Qualified Plans						U.S. Non-Qualified Plans						U.K. Plan
(In millions)	2018			2017			2018			2017			2018			2017
Fair value of plan assets at beginning of year	$	1,764		$	1,700		$	—		$	—		$	1,390		$	1,207
Actual return on plan assets	(113		)	268			—			—			(35		)	109
Employer contributions	—			—			5			5			3			13
Benefits paid	(69		)	(62		)	(5		)	(5		)	(56		)	(60		)
Settlement	—			(142		)	—			—			—			—
Foreign currency exchange rate changes	—			—			—			—			(75		)	121
Fair value of plan assets at end of year	$	1,582		$	1,764		$	—		$	—		$	1,227		$	1,390

Schedule of the Funded Status of the Plans

The following table provides the funded status of the plans as of December 31:



	U.S. Qualified Plans					U.S. Non-Qualified Plans						U.K. Plan
(In millions)	2018			2017		2018			2017			2018		2017
Funded status:
Funded status at end of year	$	(7	)	$	21	$	(70	)	$	(78	)	$	63	$	85
Funded status recognized in balance sheet:
Long-term assets	$	—		$	21	$	—		$	—		$	63	$	85
Current liabilities	—			—		(5		)	(6		)	—		—
Long-term liabilities	(7		)	—		(65		)	(72		)	—		—
Net amount recognized	$	(7	)	$	21	$	(70	)	$	(78	)	$	63	$	85
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	$	1,589		$	—	$	70		$	78		$	—	$	—
Fair value of plan assets	1,582			—		—			—			—		—

Schedule of Accumulated Other Comprehensive Loss Not Yet Recognized in Net Periodic Benefit Expense

The following table provides amounts included in AOCI that have not yet been recognized in net periodic benefit expense as of December 31:



	U.S. Qualified Plans					U.S. Non-Qualified Plans						U.K. Plan
(In millions)	2018			2017		2018			2017			2018		2017
Actuarial (loss) gain	$	(50	)	$	13	$	(3	)	$	(8	)	$	5	$	44
Prior-service credit	—			—		—			—			19		39
AOCI	$	(50	)	$	13	$	(3	)	$	(8	)	$	24	$	83

The following table provides amounts included in AOCI that have not yet been recognized in net periodic benefit expense as of December 31:



(In millions)	2018		2017
Actuarial gain (loss)	$	12	$	8
AOCI	$	12	$	8

Schedule of Net Periodic Benefit Costs

The following table sets forth the amount of net periodic benefit cost and amounts recognized in Other comprehensive (loss) income for the years ended December 31:



	U.S. Qualified Plans									U.S. Non-Qualified Plans							U.K. Plan
(In millions)	2018			2017			2016			2018			2017		2016		2018			2017			2016
Net periodic benefit (income) expense:
Interest cost	$	57		$	74		$	76		$	2		$	3	$	3	$	28		$	34		$	41
Expected return on plan assets	(92		)	(93		)	(88		)	—			—		—		(67		)	(60		)	(59		)
Amortization of prior-service credit	—			—			—			—			—		—		(2		)	(1		)	(1		)
Recognized AOCI loss due to settlements	—			(1		)	—			—			—		—		—			—			—
Net periodic benefit (income) expense	$	(35	)	$	(20	)	$	(12	)	$	2		$	3	$	3	$	(41	)	$	(27	)	$	(19	)
Amounts recognized in Other comprehensive (loss) income
Actuarial loss (gain)	$	63		$	(47	)	$	11		$	(5	)	$	6	$	3	$	40		$	(72	)	$	29
Prior-service cost	—			—			—			—			—		—		19			—			(42		)
Reclassification of recognized AOCI gain due to settlements	—			1			—			—			—		—		—			—			—
Reclassification of prior-service credit to net periodic benefit (income) expense	—			—			—			—			—		—		2			1			1
Loss (gain) recognized in Other comprehensive (loss) income	$	63		$	(46	)	$	11		$	(5	)	$	6	$	3	$	61		$	(71	)	$	(12	)

Net periodic benefit expense includes the following components:



	Years Ended December 31,
(In millions, except discount rate)	2018			2017			2016
Net periodic benefit expense:
Service cost - benefits earned during the year	$	1		$	—		$	1
Interest cost on projected benefit obligation	1			2			2
Amortization of actuarial gain	(1		)	—			—
Net periodic benefit expense	$	1		$	2		$	3
Discount rate assumption used to calculate interest cost	3.11% - 3.67%			3.90		%	4.20		%

Schedule of Assumptions Used to Determine the Projected Benefit Obligation and Net Periodic Benefit Cost

The following table outlines the weighted-average assumptions used to determine the net periodic benefit costs and benefit obligations for the year ended December 31:



	U.S. Qualified Plans				U.S. Non-Qualified Plans					U.K. Plan
	2018	2017	2016		2018	2017		2016		2018		2017		2016
Discount rate - net periodic benefit costs	3.14% - 3.38%	3.83% - 4.35%	4.65	%	2.84% - 3.21%	4.35	%	4.65	%	2.21	%	2.70	%	3.75	%
Discount rate - benefit obligations	4.18% - 4.39%	3.55% - 3.71%	4.35	%	3.93% - 4.28%	3.21% - 3.60%		4.35	%	2.85	%	2.53	%	2.70	%
Expected long-term rate of return on plan assets	3.00% - 5.40%	2.35% - 5.65%	5.58	%	N/A	N/A		N/A		4.95	%	5.00	%	5.40	%

Schedule of Expected Benefit Payments



(In millions)	U.S. Qualified Plans		U.S. Non-Qualified Plans		U.K. Plan
Year ending December 31:
2019	$	80	$	5	$	40
2020	83		5		41
2021	87		5		43
2022	89		5		45
2023	92		5		46
2024-2028	492		25		257



(In millions)	Benefit Payments
Year ending December 31:
2019	$	3
2020	3
2021	3
2022	3
2023	3
2024-2028	14

Schedule of Fair Values of Investments Held in Pension Plans by Major Asset Category



(Dollars in millions)	December 31, 2018
Asset category (U.S. Qualified Plans)	Level 1		Level 2			Not Subject to Leveling⁽¹⁾		Total		Percentage of Plan Assets
Cash and cash equivalents
Short-term investment fund	$	—	$	—		$	37	$	37	2.3	%
Equity:
U.S. large companies	—		—			107		107		6.8	%
U.S. small companies	25		—			—		25		1.6	%
International	59		—			60		119		7.5	%
Fixed income securities:
Global long-term debt instruments	223		1,063			8		1,294		81.8	%
Derivatives	1		(1		)	—		—		—	%
Total U.S. Plan assets	$	308	$	1,062		$	212	$	1,582	100.0	%

Asset category (U.K. Plan)
Cash and cash equivalents	$	57	$	—		$	—	$	57	4.6	%
Fixed income securities	—		615			363		978		79.7	%
Derivatives	—		5			26		31		2.6	%
Hedge funds⁽²⁾	—		—			38		38		3.1	%
Diversified multi-asset funds:
Dynamic asset allocation	—		—			123		123		10.0	%
Total U.K. Plan assets	$	57	$	620		$	550	$	1,227	100.0	%

(1)


(2)	The fair value of the fund is based on the fair value of the underlying assets, substantially all of which is invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on anniversary of investment with 60 days’ prior notice.



(Dollars in millions)	December 31, 2017
Asset category (U.S. Qualified Plans)	Level 1		Level 2		Not Subject to Leveling⁽¹⁾		Total		Percentage of Plan Assets
Cash and cash equivalents
Short-term investment fund	$	—	$	—	$	25	$	25	1.4	%
Equity:
U.S. large companies	189		49		101		339		19.2	%
U.S. small companies	37		—		—		37		2.1	%
International	79		—		82		161		9.1	%
Fixed income securities:
Global long-term debt instruments	171		940		87		1,198		68.0	%
Derivatives	1		3		—		4		0.2	%
Total U.S. Plan assets	$	477	$	992	$	295	$	1,764	100.0	%

Asset category (U.K. Plan)
Cash and cash equivalents	$	65	$	—	$	—	$	65	4.6	%
Fixed income securities	—		371		293		664		47.8	%
Derivatives	—		13		54		67		4.9	%
Hedge funds⁽²⁾	—		—		42		42		3.0	%
Diversified multi-asset funds:
Risk parity	—		—		275		275		19.8	%
Dynamic asset allocation	—		—		277		277		19.9	%
Total U.K. Plan assets	$	65	$	384	$	941	$	1,390	100.0	%

(1)


(2)	The fair value of the fund is based on the fair value of the underlying assets, substantially all of which is invested in the York Credit Opportunities Master Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. The fund offers very limited liquidity with redemption only allowed on anniversary of investment with 60 days’ prior notice.

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Allocated Share-based Compensation Expense

The Company recognized the following stock-based compensation expense in SG&A in the Consolidated Statements of Income:



	Years ended December 31,
(In millions)	2018			2017			2016
Stock options	$	—		$	1		$	1
Stock appreciation rights	—			1			1
Restricted stock units	21			12			13
Performance-based restricted stock units	9			10			13
Cash-settled performance-based restricted stock units	19			55			27
Total stock-based compensation expense	$	49		$	79		$	55
Tax benefit on stock-based compensation	(22		)	(8		)	(6		)

Schedule of Valuation Assumptions



	2016
Weighted-average risk-free interest rate	1.8	%
Weighted-average volatility	50.0	%
Weighted-average dividend yield	—
Weighted-average expected option term (in years)	6.44

Equity Awards Outstanding and Exercisable

A summary of stock option award activity for the year ended December 31, 2018 is presented below:



	Stock Options
	Number of Stock Options		Weighted-Average Exercise Price		Weighted-Average Remaining Term
Outstanding as of December 31, 2017	851,573		$	13.21	4.44
Granted	—		—
Exercised	(148,255	)	15.52
Forfeited	(1,000	)	23.31
Outstanding as of December 31, 2018	702,318		$	12.70	3.05
Options exercisable as of December 31, 2018	697,818		$	12.63	3.03

A summary of RSU and PRSU award activity for the year ended December 31, 2018 is presented below:



	RSUs				PRSUs
	Number of RSUs		Weighted-Average Grant Date Fair Value		Number of PRSUs		Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2017	1,041,554		$	41.96	1,838,227		$	24.37
Granted	532,537		97.85		470,251		58.49
Vested	(305,542	)	39.01		(1,085,748	)	18.86
Forfeited and canceled	(182,921	)	53.62		(185,805	)	36.10
Outstanding as of December 31, 2018	1,085,628		$	68.24	1,036,925		$	43.51

A summary of cash-settled PRSU award activity for the year ended December 31, 2018 is presented below:



	Number of Cash-Settled PRSUs
Outstanding as of December 31, 2017	1,693,394
Granted	15,385
Vested	(564,465	)
Forfeited and canceled	(391,038	)
Outstanding as of December 31, 2018	753,276

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Related to Domestic and Foreign

A summary of income (loss) before taxes related to U.S. and foreign operations are as follows:



	Years Ended December 31,
(In millions)	2018		2017			2016
U.S.	$	319	$	278		$	(70	)
Foreign	247		(17		)	177
Income before income tax provision (benefit)	$	566	$	261		$	107

Schedule of Components of Income Tax Expense (Benefit)

The components of the income tax provision (benefit) consist of the following:



	Years Ended December 31,
(In millions)	2018			2017			2016
Current:
U.S. Federal	$	2		$	2		$	(11	)
State	6			(3		)	6
Foreign	69			59			48
Total current income tax provision	$	77		$	58		$	43
Deferred:
U.S. Federal⁽¹⁾	$	57		$	(134	)	$	1
State	2			(2		)	(2		)
Foreign ⁽²⁾	(14		)	(21		)	(20		)
Total deferred income tax provision (benefit)	45			(157		)	(21		)
Total income tax provision (benefit)	$	122		$	(99	)	$	22

(1)

(2)

Schedule of Effective Income Tax Rate Reconciliation

The effective tax rate reconciliations are as follows:



	Years Ended December 31,
	2018		2017		2016
U.S. federal statutory tax rate	21.0	%	35.0	%	35.0	%
State taxes, net of U.S. federal benefit	1.2		(1.2	)	4.8
Foreign rate differential	(1.1	)	(6.7	)	(13.2	)
Foreign operations ⁽¹⁾	8.3		(0.1	)	2.4
Valuation allowance	(3.7	)	0.8		11.2
Changes in uncertain tax positions	—		5.1		(0.1	)
Effect of law changes ⁽²⁾	—		(70.2	)	(12.3	)
Stock-based compensation	(3.8	)	(3.3	)	(4.7	)
Other	(0.3	)	2.4		(2.2	)
Effective tax rate	21.6	%	(38.2	)%	20.9	%


(1)	Foreign operations include the net impact of the changes to foreign valuation allowances, the cost of foreign inclusion net of foreign tax credits, and permanent items related to foreign operations.


(2)	2017 U.S., France and Belgium tax rate changes; 2016 France tax rate change.

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 are as follows:



	Years Ended December 31,
(In millions)	2018			2017
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$	154		$	191
Accrued expenses	60			65
Pension and other retirement obligations	25			26
Other	62			64
Total deferred tax asset	301			346
Valuation allowance	(73		)	(93		)
Total deferred tax asset, net	228			253
Deferred tax liability
Intangible assets	(330		)	(371		)
Property and equipment	(299		)	(255		)
Other	(35		)	(38		)
Total deferred tax liability	(664		)	(664		)
Net deferred tax liability	$	(436	)	$	(411	)

The deferred tax asset and deferred tax liability above are reflected in the Consolidated Balance Sheets as follows:



	December 31,
(In millions)	2018			2017
Other long-term assets	$	8		$	8
Deferred tax liability	(444		)	(419		)
Net deferred tax liability	$	(436	)	$	(411	)

The following table presents a roll-forward of the valuation allowance for the years ended December 31, 2018, 2017 and 2016, respectively:



(In millions)	Balance at Beginning of Year		Additions		Reductions/ Charges			Balance at End of Year
Valuation allowance
Year Ended December 31, 2018	$	93	$	—	$	(20	)	$	73
Year Ended December 31, 2017	83		29		(19		)	93
Year Ended December 31, 2016	68		15		—			83

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)	2018			2017			2016
Beginning balance	$	25		$	15		$	12
Additions for tax positions of the current period	1			2			—
Additions for tax positions from acquisitions	—			—			10
Additions for tax positions of prior years	2			17			1
Reductions for tax positions of prior years	(3		)	—			—
Settlements with tax authorities	—			(3		)	—
Reductions due to the statute of limitations	(1		)	(6		)	(8		)
Currency translation adjustment	(1		)	—			—
Ending balance	$	23		$	25		$	15
Interest and penalties	6			5			4
Gross unrecognized tax benefits	$	29		$	30		$	19

Total UTB that, if recognized, would impact the effective income tax rate as of the end of the year	$	22		$	23		$	11

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Schedule of Earnings per Share, Basic and Diluted

The computations of basic and diluted earnings per share are as follows:



	Years Ended December 31,
(In millions, except per share data)	2018			2017			2016
Basic earnings per common share
Net income attributable to XPO	$	422		$	340		$	69
Convertible preferred dividends	(3		)	(3		)	(3		)
Non-cash allocation of undistributed earnings	(29		)	(25		)	(3		)
Net income allocable to common shares, basic	$	390		$	312		$	63

Basic weighted-average common shares	123			115			110
Basic earnings per share	$	3.17		$	2.72		$	0.57

Diluted earnings per common share
Net income allocable to common shares, basic	$	390		$	312		$	63
Interest from Convertible Senior Notes	—			1			2
Net income allocable to common shares, diluted	$	390		$	313		$	65

Basic weighted-average common shares	123			115			110
Dilutive effect of Convertible Senior Notes	—			2			3
Dilutive effect of non-participating stock-based awards and equity forward	12			11			10
Diluted weighted-average common shares	135			128			123

Diluted earnings per share	$	2.88		$	2.45		$	0.53

Potential common shares excluded	10			10			12

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments For Capital Leases

Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows:



(In millions)	Capital Leases			Operating Leases
Year ending December 31:
2019	$	61		$	577
2020	60			460
2021	55			367
2022	52			288
2023	43			221
Thereafter	39			523
Total minimum lease payments	$	310		$	2,436
Amount representing interest	(21		)
Present value of minimum lease payments	$	289

Schedule of Future Minimum Rental Payments For Operating Leases

Future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows:



(In millions)	Capital Leases			Operating Leases
Year ending December 31:
2019	$	61		$	577
2020	60			460
2021	55			367
2022	52			288
2023	43			221
Thereafter	39			523
Total minimum lease payments	$	310		$	2,436
Amount representing interest	(21		)
Present value of minimum lease payments	$	289

Organization - Narrative (Details)	12 Months Ended
Organization - Narrative (Details)	Dec. 31, 2018 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reporting segments	2

Basis of Presentation and Significant Accounting Policies - Consolidation (Details)	Dec. 31, 2018
Norbert Dentressangle SA
Noncontrolling Interest [Line Items]
Noncontrolling interest percent	13.75%

Basis of Presentation and Significant Accounting Policies - Recast of Financial Information Due to Adoption of New Accounting Guidance (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase (decrease) in cash provided by operating activities	$ (1,102)	$ (785)	$ (622)
Decrease in cash used by investing activities	400	386	(142)
Accounting Standards Update 2017-07
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net periodic pension income included in other expense (income)	$ (72)	(42)	(24)
Accounting Standards Update 2016-18
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase (decrease) in cash provided by operating activities		14	$ 3
Decrease in cash used by investing activities		$ 39

Basis of Presentation and Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Other long-term assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Restricted cash, noncurrent	$ 12	$ 52	$ 26

Basis of Presentation and Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance	$ 42	$ 26	$ 17
Provision charged to expense	36	24	15
Write-offs, less recoveries, and other adjustments	(26)	(8)	(6)
Ending balance	$ 52	$ 42	$ 26

Basis of Presentation and Significant Accounting Policies - Accounts Receivable Securitization and Factoring (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Deferred purchase price receivable	$ 52	$ 0
Accounts receivable sold in securitization program	231
Proceeds from accounts receivable securitization program	179
Accounts receivable sold in factoring program	248	119
Proceeds from accounts receivable factoring program	$ 246	$ 119

Basis of Presentation and Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2018
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	14 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 Significant Accounting Policies - Goodwill (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Accounting Policies [Abstract]
Number of reporting units	6
Goodwill impairment	$ 0	$ 0

Basis of Presentation and Significant Accounting Policies - Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Impairment of identified intangible assets	$ 0	$ 0	$ 0
Minimum \| Customer relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	5 years
Maximum \| Customer relationships
Finite Lived Intangible Asset Useful Life [Line Items]
Estimated Useful Life	16 years

Basis of Presentation and Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Accrued salaries and wages	$ 539	$ 581
Accrued transportation and facility charges	462	438
Accrued value-added tax and other taxes	172	176
Other accrued expenses	307	331
Total accrued expenses	$ 1,480	$ 1,526

Basis of Presentation and Significant Accounting Policies - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	$ 3,970	$ 4,010	$ 3,038	$ 3,061
Other comprehensive (loss) income	(197)	275	(141)
Balance at end of period	3,970	4,010	3,038
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(143)	(43)	(206)
Other comprehensive income	(96)	180
Amounts reclassified from AOCI	(4)	0
Impact of tax reform act		(17)
Other comprehensive (loss) income	(100)	180
Balance at end of period	(143)	(43)	(206)
Derivative Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	1	7	0
Other comprehensive income	12	10
Amounts reclassified from AOCI	(18)	(5)
Impact of tax reform act		2
Other comprehensive (loss) income	(6)	5
Balance at end of period	1	7	0
Defined Benefit Plans Liability
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(12)	79	(13)
Other comprehensive income	(89)	92
Amounts reclassified from AOCI	(2)	(2)
Impact of tax reform act		2
Other comprehensive (loss) income	(91)	90
Balance at end of period	(12)	79	(13)
Less: AOCI Attributable to Noncontrolling Interests
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	0	(27)	25
Other comprehensive income	27	(52)
Amounts reclassified from AOCI	0	0
Impact of tax reform act		0
Other comprehensive (loss) income	27	(52)
Balance at end of period	0	(27)	25
AOCI Attributable to the Company
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance at beginning of period	(154)	16	(194)	$ (72)
Other comprehensive income	(146)	230
Amounts reclassified from AOCI	(24)	(7)
Impact of tax reform act		(13)
Other comprehensive (loss) income	(170)	223	(122)
Balance at end of period	$ (154)	$ 16	$ (194)

Basis of Presentation and Significant Accounting Policies - Foreign Currency Translation and Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total foreign currency loss (gain)	$ 3	$ 58	$ (40)
Unrealized foreign currency option and forward contracts (gains) losses
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total foreign currency loss (gain)	(20)	49	(40)
Realized foreign currency option and forward contracts losses (gains)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total foreign currency loss (gain)	16	15	(3)
Foreign currency transaction and remeasurement losses (gains)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total foreign currency loss (gain)	$ 7	$ (6)	$ 3

Basis of Presentation and Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 237	$ 90
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	236	74
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	1	16
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 237	$ 90

Basis of Presentation and Significant Accounting Policies - Adoption of New Accounting Pronouncements and Accounting Pronouncements Issued but Not Yet Effective (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2017	Jan. 01, 2019
Accounting Policies [Abstract]
Tax cuts and jobs act of 2017, provisional amount income tax benefit	$ 173	$ 173
Accounting Standards Update 2016-02 \| Scenario, Forecast
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset			$ 2,000
Operating lease liability			$ 2,000

Divestitures - Narrative (Details) - North American Truckload Operations - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Millions	10 Months Ended
	Oct. 26, 2016	Oct. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration for disposal		$ 558
Disposal group, revenue	$ 432
Disposal group, operating income	$ 32

Segment Reporting and Geographic Information - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($) segment	Dec. 31, 2017 USD ($)
Segment Reporting [Abstract]
Number of reporting segments \| segment	2
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	$ 2,605	$ 2,664
Foreign Countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived tangible assets	$ 776	$ 848

Segment Reporting and Geographic Information - Selected Financial Data for Each Reportable Segment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Revenue	$ 17,279	$ 15,381	$ 14,619
Operating income (loss)	704	582	464
Depreciation and amortization	716	658	643
Operating Segments \| Transportation
Segment Reporting Information [Line Items]
Revenue	11,343	10,276	9,976
Operating income (loss)	646	547	459
Depreciation and amortization	461	447	456
Operating Segments \| Logistics
Segment Reporting Information [Line Items]
Revenue	6,065	5,229	4,761
Operating income (loss)	216	202	165
Depreciation and amortization	244	203	185
Corporate
Segment Reporting Information [Line Items]
Revenue	0	0	0
Operating income (loss)	(158)	(167)	(160)
Depreciation and amortization	11	8	2
Eliminations
Segment Reporting Information [Line Items]
Revenue	(129)	(124)	(118)
Operating income (loss)	0	0	0
Depreciation and amortization	$ 0	$ 0	$ 0

Revenue Recognition - Disaggregation of Revenue by Geographical Area (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disaggregation of Revenue [Line Items]
Revenue	$ 17,279	$ 15,381	$ 14,619
United States
Disaggregation of Revenue [Line Items]
Revenue	10,232	9,163	8,758
North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	341	298	322
France
Disaggregation of Revenue [Line Items]
Revenue	2,165	2,006	1,903
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	2,070	1,799	1,701
Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	2,359	1,930	1,644
Other
Disaggregation of Revenue [Line Items]
Revenue	112	$ 185	$ 291
Eliminations
Disaggregation of Revenue [Line Items]
Revenue	(129)
Eliminations \| United States
Disaggregation of Revenue [Line Items]
Revenue	(19)
Eliminations \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	0
Eliminations \| France
Disaggregation of Revenue [Line Items]
Revenue	(18)
Eliminations \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	(70)
Eliminations \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	(18)
Eliminations \| Other
Disaggregation of Revenue [Line Items]
Revenue	(4)
Transportation
Disaggregation of Revenue [Line Items]
Revenue	11,343
Transportation \| United States
Disaggregation of Revenue [Line Items]
Revenue	8,055
Transportation \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	274
Transportation \| France
Disaggregation of Revenue [Line Items]
Revenue	1,496
Transportation \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	704
Transportation \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	793
Transportation \| Other
Disaggregation of Revenue [Line Items]
Revenue	21
Transportation \| Eliminations
Disaggregation of Revenue [Line Items]
Revenue	(145)
Logistics
Disaggregation of Revenue [Line Items]
Revenue	6,065
Logistics \| United States
Disaggregation of Revenue [Line Items]
Revenue	2,196
Logistics \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	67
Logistics \| France
Disaggregation of Revenue [Line Items]
Revenue	687
Logistics \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	1,436
Logistics \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	1,584
Logistics \| Other
Disaggregation of Revenue [Line Items]
Revenue	$ 95

Revenue Recognition - Disaggregation of Revenue by Products and Services (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	$ 17,279	$ 15,381	$ 14,619
Total revenue	17,279	15,381	14,619
Eliminations
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	(129)
Total revenue	(129)	$ (124)	$ (118)
Transportation
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	11,343
Total revenue	11,343
Transportation \| Freight brokerage and truckload
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	4,784
Transportation \| LTL
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	4,839
Transportation \| Last mile
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	1,065
Transportation \| Managed transportation
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	462
Transportation \| Global forwarding
Disaggregation of Revenue [Line Items]
Revenue, including assessed taxes	338
Transportation \| Eliminations
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	(145)
Logistics
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	$ 6,065

Revenue Recognition - Performance Obligations (Details) $ in Billions	Dec. 31, 2018 USD ($)
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	$ 1.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	80.00%
Performance obligations expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied, expected timing	1 year

Restructuring Charges - Schedule of Restructuring Related Activity (Details) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Restructuring Cost and Reserve [Line Items]
Charges Incurred	$ 19	$ 21
Payments		(5)
Reserve Balance as of December 31, 2018	16	16
Transportation
Restructuring Cost and Reserve [Line Items]
Charges Incurred		12
Payments		(3)
Reserve Balance as of December 31, 2018	9	9
Logistics
Restructuring Cost and Reserve [Line Items]
Charges Incurred		6
Payments		(1)
Reserve Balance as of December 31, 2018	5	5
Corporate
Restructuring Cost and Reserve [Line Items]
Charges Incurred		3
Payments		(1)
Reserve Balance as of December 31, 2018	$ 2	$ 2

Restructuring Charges - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 19	$ 21
Reserve Balance as of December 31, 2018	16	16
Transportation
Restructuring Cost and Reserve [Line Items]
Restructuring charges		12
Reserve Balance as of December 31, 2018	9	9
Transportation \| Employee Severance
Restructuring Cost and Reserve [Line Items]
Reserve Balance as of December 31, 2018			$ 14
Logistics
Restructuring Cost and Reserve [Line Items]
Restructuring charges		6
Reserve Balance as of December 31, 2018	5	5
Logistics \| Employee Severance
Restructuring Cost and Reserve [Line Items]
Reserve Balance as of December 31, 2018			5
Corporate
Restructuring Cost and Reserve [Line Items]
Restructuring charges		3
Reserve Balance as of December 31, 2018	$ 2	2
Corporate \| Employee Severance
Restructuring Cost and Reserve [Line Items]
Reserve Balance as of December 31, 2018			$ 1
Direct Operating Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring charges		1
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 20

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment	$ 4,190	$ 3,774
Less: accumulated depreciation and amortization	(1,585)	(1,110)
Total property and equipment, net	2,605	2,664
Land
Property, Plant and Equipment [Line Items]
Property and equipment	356	410
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	555	558
Vehicles, tractors, trailers and tankers
Property, Plant and Equipment [Line Items]
Property and equipment	1,561	1,464
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	809	648
Computer software and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	$ 909	$ 694

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment and amortization of computer software	$ 546	$ 488	$ 466
Capital leases, net of accumulated depreciation	296	244
Property and equipment acquired through capital leases	111	145	$ 71
Capitalized internally-developed software	2,605	2,664
Software Development
Property, Plant and Equipment [Line Items]
Capitalized internally-developed software	$ 263	$ 206

Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Goodwill [Roll Forward]
Goodwill at beginning of period	$ 4,564	$ 4,326
Impact of foreign exchange translation	(97)	238
Goodwill at end of period	4,467	4,564
Transportation
Goodwill [Roll Forward]
Goodwill at beginning of period	2,527	2,420
Impact of foreign exchange translation	(7)	107
Goodwill at end of period	2,520	2,527
Logistics
Goodwill [Roll Forward]
Goodwill at beginning of period	2,037	1,906
Impact of foreign exchange translation	(90)	131
Goodwill at end of period	$ 1,947	$ 2,037

Goodwill - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Goodwill [Line Items]
Goodwill	$ 4,467	$ 4,564	$ 4,326
Transportation
Goodwill [Line Items]
Goodwill	2,520	2,527	2,420
Logistics
Goodwill [Line Items]
Goodwill	$ 1,947	$ 2,037	1,906
Restatement Adjustment \| Transportation
Goodwill [Line Items]
Goodwill			69
Restatement Adjustment \| Logistics
Goodwill [Line Items]
Goodwill			$ (69)

Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Definite-lived intangibles
Gross Carrying Amount	$ 1,959	$ 1,995
Accumulated Amortization	706	560
Customer relationships
Definite-lived intangibles
Gross Carrying Amount	1,891	1,924
Accumulated Amortization	640	494
Trade names
Definite-lived intangibles
Gross Carrying Amount	52	54
Accumulated Amortization	52	52
Non-compete agreements
Definite-lived intangibles
Gross Carrying Amount	16	17
Accumulated Amortization	$ 14	$ 14

Intangible Assets - Estimated Future Amortization Expense for Amortizable Intangible Assets (Details) $ in Millions	Dec. 31, 2018 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2019	$ 151
2020	145
2021	138
2022	128
2023	111
Thereafter	$ 580

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense on intangible assets	$ 159	$ 164	$ 174

Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Consolidated Balance Sheet (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Derivative Assets
Fair Value	$ 7	$ 2
Derivative Liabilities
Fair Value	(81)	(162)
Level 2 \| Cross-currency swap agreements \| Derivatives designated as hedges: \| Other Long Term Assets and Other Long Term Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	1,270	1,304
Level 2 \| Cross-currency swap agreements \| Derivatives designated as hedges: \| Other long-term assets
Derivative Assets
Fair Value	0	0
Level 2 \| Cross-currency swap agreements \| Derivatives designated as hedges: \| Other long-term liabilities
Derivative Liabilities
Fair Value	(81)	(146)
Level 2 \| Foreign currency option and forward contracts \| Derivatives not designated as hedges: \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	473	1,038
Level 2 \| Foreign currency option and forward contracts \| Derivatives not designated as hedges: \| Other current assets
Derivative Assets
Fair Value	7	2
Level 2 \| Foreign currency option and forward contracts \| Derivatives not designated as hedges: \| Other current liabilities
Derivative Liabilities
Fair Value	$ 0	$ (16)

Derivative Instruments - Schedule of Gains and Losses Recognized on Consolidated Statements of Operations for Derivative Instruments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative	$ 65,000,000	$ (111,000,000)	$ (7,000,000)
Amount of Gain (Loss) Reclassified from AOCI into Net Income	17,000,000	(3,000,000)	0
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	5,000,000	8,000,000
Derivatives designated as net investment hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Pre-tax gain (loss) recognized in earnings	4,000,000	(64,000,000)	43,000,000
Cross-currency swap agreements \| Derivatives designated as cash flow hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative	13,000,000	(21,000,000)	0
Amount of Gain (Loss) Reclassified from AOCI into Net Income	17,000,000	(3,000,000)
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	1,000,000	0
Pre-tax gain (loss) recognized in earnings	(2,000,000)	(3,000,000)
Cross-currency swap agreements \| Derivatives designated as net investment hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative	52,000,000	(100,000,000)	15,000,000
Amount of Gain (Loss) Reclassified from AOCI into Net Income	0	0
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	4,000,000	8,000,000
Pre-tax gain (loss) recognized in earnings	32,000,000	44,000,000
Interest rate swaps \| Derivatives designated as cash flow hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative	0	2,000,000	5,000,000
Amount of Gain (Loss) Reclassified from AOCI into Net Income	0	0
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	0
Foreign currency denominated notes \| Derivatives designated as net investment hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative	0	8,000,000	$ (27,000,000)
Amount of Gain (Loss) Reclassified from AOCI into Net Income	0	0
Amount of Gain (Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	$ 0	$ 0

Derivative Instruments - Narrative (Details) - USD ($)	12 Months Ended
Derivative Instruments - Narrative (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Aug. 31, 2016	Aug. 25, 2016	Dec. 31, 2015	Jun. 04, 2015
Derivative [Line Items]
Net cash used by investing activities related to foreign currency contracts	$ (8,000,000)	$ 0	$ (8,000,000)
6.125% Senior Notes due 2023
Derivative [Line Items]
Interest rate, stated percentage					6.125%
6.50% Senior Notes due 2022
Derivative [Line Items]
Interest rate, stated percentage							6.50%
Senior Notes \| 6.125% Senior Notes due 2023
Derivative [Line Items]
Interest rate, stated percentage				6.125%
Senior Notes \| 6.50% Senior Notes due 2022
Derivative [Line Items]
Interest rate, stated percentage						6.50%
Senior Notes \| 5.75% Senior Notes due 2021
Derivative [Line Items]
Interest rate, stated percentage							5.75%
Cross-currency swap agreements \| Derivatives designated as hedges: \| Net Investment Hedge
Derivative [Line Items]
Nonderivatives designated as hedges, notional amount	0	$ 0
Foreign currency forward contracts
Derivative [Line Items]
Net cash used by investing activities related to foreign currency contracts	$ 21,000,000
Foreign currency forward contracts \| Derivatives not designated as hedges: \| Maximum
Derivative [Line Items]
Derivative, term of contract	12 months

Debt - Schedule of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Aug. 25, 2016	Sep. 09, 2015	Jun. 04, 2015
Debt Instrument [Line Items]
Total debt, principal balance	$ 4,415	$ 4,684
Short-term debt and current maturities of long-term debt, principal balance	371	104
Total debt, carrying value	4,305	4,816
Long-term debt principal balance	4,044	4,580
Long-term debt, carrying value	3,902	4,418
Term loan facility
Debt Instrument [Line Items]
Long-term debt	1,503	1,494
6.125% Senior Notes due 2023
Debt Instrument [Line Items]
Long-term debt	535	535
Interest rate, stated percentage			6.125%
6.50% Senior Notes due 2022
Debt Instrument [Line Items]
Long-term debt	1,200	1,600
Interest rate, stated percentage					6.50%
6.70% Senior Debentures due 2034
Debt Instrument [Line Items]
Long-term debt	300	300
Interest rate, stated percentage				6.70%
Trade securitization program
Debt Instrument [Line Items]
Long-term debt	283	303
Asset financing and other
Debt Instrument [Line Items]
Long-term debt	55	104
ABL facility
Debt Instrument [Line Items]
Long-term debt	0	100
Unsecured credit facility
Debt Instrument [Line Items]
Short-term borrowing	$ 250	0
Interest rate, stated percentage	6.01%
Carrying Value
Debt Instrument [Line Items]
Total debt, carrying value	$ 4,269	4,522
Short-term debt and current maturities of long-term debt, carrying value	367	104
Long-term debt, carrying value	3,902	4,418
Carrying Value \| Term loan facility
Debt Instrument [Line Items]
Total debt, carrying value	1,474	1,456
Carrying Value \| 6.125% Senior Notes due 2023
Debt Instrument [Line Items]
Total debt, carrying value	529	528
Carrying Value \| 6.50% Senior Notes due 2022
Debt Instrument [Line Items]
Total debt, carrying value	1,190	1,583
Carrying Value \| 6.70% Senior Debentures due 2034
Debt Instrument [Line Items]
Total debt, carrying value	205	203
Carrying Value \| Trade securitization program
Debt Instrument [Line Items]
Total debt, carrying value	281	299
Carrying Value \| Asset financing and other
Debt Instrument [Line Items]
Total debt, carrying value	55	105
Carrying Value \| ABL facility
Debt Instrument [Line Items]
Total debt, carrying value	0	100
Carrying Value \| Unsecured credit facility
Debt Instrument [Line Items]
Short-term debt, carrying value	246	0
Capital Lease Obligations
Debt Instrument [Line Items]
Long-term debt	289	248
Capital Lease Obligations \| Carrying Value
Debt Instrument [Line Items]
Total debt, carrying value	$ 289	$ 248

Debt - Fair Value of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Fair value of debt	$ 4,305	$ 4,816
Level 1
Debt Instrument [Line Items]
Fair value of debt	2,020	2,647
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 2,285	$ 2,169

Debt - Schedule of Debt Maturity (Details) $ in Millions	Dec. 31, 2018 USD ($)
Debt Disclosure [Abstract]
2019	$ 322
2020	259
2021	3
2022	1,201
2023	536
Thereafter	$ 1,805

Debt - ABL Facility (Details) - ABL facility	1 Months Ended
Debt - ABL Facility (Details) - ABL facility	Oct. 31, 2015 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Debt Instrument [Line Items]
Secured revolving loan credit agreement amount	$ 1,000,000,000
Letter of credit available for issuance (up to)	350,000,000
Swing line loans available for issuance (up to)	$ 50,000,000
Total unamortized debt issuance costs		$ 4,000,000	$ 6,000,000
Line of credit facility, borrowing base		934,000,000
Remaining borrowing availability		704,000,000
Line of credit facility, amount drawn		$ 230,000,000
Percentage of maximum portion of borrowing base attributable to equipment and rolling stock	20.00%
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	1.50%
LIBOR \| Maximum
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	2.00%
Base Rate \| Minimum
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	0.50%
Base Rate \| Maximum
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	1.00%

Debt - Term Loan Facility (Details)		1 Months Ended				12 Months Ended
Debt - Term Loan Facility (Details)	Mar. 10, 2017	Feb. 28, 2018 USD ($)	Mar. 31, 2017 USD ($)	Aug. 31, 2016 USD ($)	Oct. 31, 2015 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Debt Instrument [Line Items]
Debt extinguishment loss						$ 27,000,000	$ 36,000,000	$ 70,000,000
Secured Debt \| Amendment No. 2 to Credit Agreement
Debt Instrument [Line Items]
Long-term debt			$ 1,494,000,000
Secured Debt \| Amendment No. 3 to Credit Agreement
Debt Instrument [Line Items]
Long-term debt		$ 1,503,000,000
Secured Debt \| Amendment No. 1 to Credit Agreement
Debt Instrument [Line Items]
Long-term debt			$ 1,482,000,000
Term loan facility
Debt Instrument [Line Items]
Secured revolving loan credit agreement amount					$ 1,600,000,000
Original issue discount					$ 32,000,000
Long-term debt				$ 1,592,000,000
Debt extinguishment loss						$ 10,000,000
Amount of debt exchanged during period				1,197,000,000
Prepayment as percentage of excess cash flow					50.00%
Required leverage ratio (less than or equal to)						2.5
Term loan facility \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate					3.50%
Term loan facility \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate					4.50%
Term loan facility \| Minimum \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	0.00%
Term loan facility \| Amendment No. 2 to Credit Agreement \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate			1.25%
Term loan facility \| Amendment No. 2 to Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate	0.00%		2.25%
Term loan facility \| Amendment No. 3 to Credit Agreement \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate		1.00%
Term loan facility \| Amendment No. 3 to Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate		2.00%
Term loan facility \| Amendment No. 1 to Credit Agreement
Debt Instrument [Line Items]
Long-term debt				1,592,000,000
Debt extinguishment loss				$ 18,000,000
Term loan facility \| Amendment No. 1 to Credit Agreement \| Base Rate
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate				2.25%
Term loan facility \| Amendment No. 1 to Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Percent added to reference rate in effect from time to time to set the interest rate				3.25%	1.00%
Term loan facility \| Incremental Term B1 Loans
Debt Instrument [Line Items]
Face amount				$ 400,000,000
Term loan facility \| Incremental Term B2 Loans
Debt Instrument [Line Items]
Face amount				$ 50,000,000
Term loan facility \| Secured Debt
Debt Instrument [Line Items]
Annual effective interest rate						4.51%
Term loan facility \| Secured Debt \| Amendment No. 2 to Credit Agreement
Debt Instrument [Line Items]
Debt extinguishment loss						$ 8,000,000
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)					2.5
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)					2.5

Debt - Senior Notes (Details) - USD ($)	1 Months Ended			12 Months Ended
Debt - Senior Notes (Details) - USD ($)	Jul. 31, 2018	Dec. 31, 2017	Aug. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Jun. 04, 2015
Debt Instrument [Line Items]
Debt extinguishment loss				$ 27,000,000	$ 36,000,000	$ 70,000,000
6.50% Senior Notes due 2022
Debt Instrument [Line Items]
Long-term debt		$ 1,600,000,000		1,200,000,000	1,600,000,000
Interest rate, stated percentage								6.50%
Senior Notes \| 6.50% Senior Notes due 2022
Debt Instrument [Line Items]
Repurchase amount	$ 400,000,000
Long-term debt	$ 1,600,000,000
Redemption price	103.25%
Interest rate, stated percentage							6.50%
Senior Notes \| 5.75% Senior Notes due 2021
Debt Instrument [Line Items]
Redemption price		102.875%
Debt extinguishment loss				$ 17,000,000	$ 23,000,000
Interest rate, stated percentage								5.75%
Senior Notes \| 7.25% Senior Notes due 2018
Debt Instrument [Line Items]
Redemption price			102.168%
Debt extinguishment loss			$ 5,000,000
Interest rate, stated percentage			7.25%

Debt - Senior Debentures (Details) - 6.70% Senior Debentures due 2034 - USD ($) $ in Millions	Oct. 30, 2015	Sep. 09, 2015
Debt Instrument [Line Items]
Interest rate, stated percentage		6.70%
Debt acquired in an acquisition		$ 300
Fair value discount	$ 101
Annual effective interest rate	10.96%

Debt - Convertible Senior Notes (Details) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) shares
Debt Instrument [Line Items]
Shares of common stock issued (in shares) \| shares	3
Loss on conversion	$ 1
Long-term Debt
Debt Instrument [Line Items]
Conversion of aggregate principal amount	49
Equity
Debt Instrument [Line Items]
Conversion of aggregate principal amount	$ 50

Debt - Trade Securitization Program (Details) € in Millions	1 Months Ended
Debt - Trade Securitization Program (Details) € in Millions	Oct. 31, 2017 USD ($)	Dec. 31, 2018 USD ($)	Mar. 31, 2018 EUR (€)
XPO Logistics Europe SA
Debt Instrument [Line Items]
Controlling interest percentage in subsidiary	86.25%
XPO Collections Designated Activity Company Limited \| Affiliated Entity \| European Trade Receivables Securitization Program
Debt Instrument [Line Items]
Trade securitization program, term	3 years
Maximum borrowing capacity	$ 270,000,000	$ 401,000,000	€ 350
Trade receivables securitization program remaining borrowing capacity		$ 0
Weighted average interest rate		1.09%

Debt - Unsecured Credit Facility (Details) - Unsecured credit facility - USD ($)	1 Months Ended
	Dec. 31, 2018	Jan. 31, 2019	Dec. 31, 2017
Line of Credit Facility [Line Items]
Face amount	$ 500,000,000
Short-term borrowing	$ 250,000,000		$ 0
Number of increases to margin	2
Percentage increase to margin	0.50%
Interest rate on outstanding borrowings	6.01%
LIBOR
Line of Credit Facility [Line Items]
Applicable margin on variable rate	3.50%
Base Rate
Line of Credit Facility [Line Items]
Applicable margin on variable rate	2.50%
Subsequent Event
Line of Credit Facility [Line Items]
Short-term borrowing		$ 250,000,000

Debt - Asset Financing (Details) - Unsecured Debt - Asset financing and other	12 Months Ended
	Dec. 31, 2018
Debt Instrument [Line Items]
Weighted average interest rate	1.47%
Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage	0.53%
Term of debt instrument	5 years
Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage	4.97%
Term of debt instrument	10 years

Employee Benefit Plans - Narrative (Details) $ in Millions		12 Months Ended
Employee Benefit Plans - Narrative (Details) $ in Millions	Dec. 01, 2017 USD ($)	Dec. 31, 2018 USD ($) year	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Nov. 30, 2017
Defined Benefit Plan Disclosure [Line Items]
Cost for defined contribution retirement plans		$ 66	$ 62	$ 59
Postretirement Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Discount rate used to calculate pension settlement charges		4.21%	3.52%
Requisite employees age \| year		55
Requisite period of service		10 years
United Kingdom
Defined Benefit Plan Disclosure [Line Items]
Lump sum pension plan payments to employees		$ 0	$ 0
Non-cash pre-tax pension settlement charge	$ 1
Discount rate used to calculate pension settlement charges	3.83%	2.85%	2.53%	2.70%	4.35%
Expected long-term rate of return on plan assets		4.95%	5.00%	5.40%
Liability interest rate sensitivity		95.00%
Liability inflation rate sensitivity		112.00%
Employer contributions		$ 3
United Kingdom \| Matching Assets
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation percentage		56.00%
United Kingdom \| Growth Assets
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation percentage		44.00%
Qualified Plan \| United States
Defined Benefit Plan Disclosure [Line Items]
Lump sum pension plan payments to employees	$ 142	$ 0	$ 142
Discount rate used to calculate pension settlement charges				4.35%
Expected long-term rate of return on plan assets				5.58%
Qualified Plan \| United States \| Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation percentage		82.00%
Defined benefit plan, target allocation percentage to hedge projected liabilities		90.00%
Qualified Plan \| United States \| Equity securities
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation percentage		18.00%
Qualified Plan \| United States \| U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation within equity securities		56.00%
Qualified Plan \| United States \| Non-US Equity
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, target allocation within equity securities		44.00%
Nonqualified Plan \| United States
Defined Benefit Plan Disclosure [Line Items]
Lump sum pension plan payments to employees		$ 0	$ 0
Discount rate used to calculate pension settlement charges				4.35%
Employer contributions		$ 5
Minimum \| Qualified Plan \| United States
Defined Benefit Plan Disclosure [Line Items]
Discount rate used to calculate pension settlement charges		4.18%	3.55%
Expected long-term rate of return on plan assets		3.00%	2.35%
Minimum \| Nonqualified Plan \| United States
Defined Benefit Plan Disclosure [Line Items]
Discount rate used to calculate pension settlement charges		3.93%	3.21%
Maximum \| Qualified Plan \| United States
Defined Benefit Plan Disclosure [Line Items]
Discount rate used to calculate pension settlement charges		4.39%	3.71%
Expected long-term rate of return on plan assets		5.40%	5.65%
Maximum \| Nonqualified Plan \| United States
Defined Benefit Plan Disclosure [Line Items]
Discount rate used to calculate pension settlement charges		4.28%	3.60%

Employee Benefit Plans - Change in Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Millions		12 Months Ended
	Dec. 01, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
United Kingdom
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year		$ 1,305	$ 1,235
Interest cost		28	34	$ 41
Plan amendment		19	0
Actuarial (gain) loss		(62)	(23)
Benefits paid		(56)	(60)
Settlement		0	0
Foreign currency exchange rate changes		(70)	119
Projected benefit obligation at end of year		1,164	1,305	1,235
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year		1,390	1,207
Actual return on plan assets		(35)	109
Employer contributions		3	13
Benefits paid		(56)	(60)
Settlement		0	0
Foreign currency exchange rate changes		(75)	121
Fair value of plan assets at end of year		1,227	1,390	1,207
Qualified Plan \| United States
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year		1,743	1,745
Interest cost		57	74	76
Plan amendment		0	0
Actuarial (gain) loss		(142)	128
Benefits paid		(69)	(62)
Settlement		0	(142)
Foreign currency exchange rate changes		0	0
Projected benefit obligation at end of year		1,589	1,743	1,745
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year		1,764	1,700
Actual return on plan assets		(113)	268
Employer contributions		0	0
Benefits paid		(69)	(62)
Settlement	$ (142)	0	(142)
Foreign currency exchange rate changes		0	0
Fair value of plan assets at end of year		1,582	1,764	1,700
Nonqualified Plan \| United States
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year		78	74
Interest cost		2	3	3
Plan amendment		0	0
Actuarial (gain) loss		(5)	6
Benefits paid		(5)	(5)
Settlement		0	0
Foreign currency exchange rate changes		0	0
Projected benefit obligation at end of year		70	78	74
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year		0	0
Actual return on plan assets		0	0
Employer contributions		5	5
Benefits paid		(5)	(5)
Settlement		0	0
Foreign currency exchange rate changes		0	0
Fair value of plan assets at end of year		$ 0	$ 0	$ 0

Employee Benefit Plans - Funded Status of Plan (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
United Kingdom
Funded status:
Funded status at end of year	$ 63	$ 85
Funded status recognized in balance sheet:
Long-term assets	63	85
Current liabilities	0	0
Long-term liabilities	0	0
Net amount recognized	63	85
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	0	0
Fair value of plan assets	0	0
Qualified Plan \| United States
Funded status:
Funded status at end of year	(7)	21
Funded status recognized in balance sheet:
Long-term assets	0	21
Current liabilities	0	0
Long-term liabilities	(7)	0
Net amount recognized	(7)	21
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	1,589	0
Fair value of plan assets	1,582	0
Nonqualified Plan \| United States
Funded status:
Funded status at end of year	(70)	(78)
Funded status recognized in balance sheet:
Long-term assets	0	0
Current liabilities	(5)	(6)
Long-term liabilities	(65)	(72)
Net amount recognized	(70)	(78)
Plans with projected and accumulated benefit obligation in excess of plan assets:
Projected and accumulated benefit obligation	70	78
Fair value of plan assets	$ 0	$ 0

Employee Benefit Plans - Accumulated Other Comprehensive Income and Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 01, 2017	Nov. 30, 2017
Postretirement Medical Plan
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax [Abstract]
Actuarial (loss) gain	$ (12)	$ (8)
AOCI	(12)	(8)
Net periodic benefit (income) expense:
Service cost - benefits earned during the year	1	0	$ 1
Interest cost	1	2	2
Amortization of actuarial gain	(1)	0	0
Net periodic benefit (income) expense	$ 1	$ 2	$ 3
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs		3.90%	4.20%
Discount rate - benefit obligations	4.21%	3.52%
Minimum \| Postretirement Medical Plan
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs	3.11%
Maximum \| Postretirement Medical Plan
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs	3.67%
United Kingdom
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax [Abstract]
Actuarial (loss) gain	$ 5	$ 44
Prior-service credit	19	39
AOCI	24	83
Net periodic benefit (income) expense:
Interest cost	28	34	$ 41
Expected return on plan assets	(67)	(60)	(59)
Amortization of prior-service credit	(2)	(1)	(1)
Recognized AOCI loss due to settlements	0	0	0
Net periodic benefit (income) expense	(41)	(27)	(19)
Amounts recognized in Other comprehensive (loss) income
Actuarial loss (gain)	40	(72)	29
Prior-service cost	19	0	(42)
Reclassification of recognized AOCI gain due to settlements	0	0	0
Reclassification of prior-service credit to net periodic benefit (income) expense	2	1	1
Loss (gain) recognized in Other comprehensive (loss) income	$ 61	$ (71)	$ (12)
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs	2.21%	2.70%	3.75%
Discount rate - benefit obligations	2.85%	2.53%	2.70%	3.83%	4.35%
Expected long-term rate of return on plan assets	4.95%	5.00%	5.40%
Qualified Plan \| United States
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax [Abstract]
Actuarial (loss) gain	$ (50)	$ 13
Prior-service credit	0	0
AOCI	(50)	13
Net periodic benefit (income) expense:
Interest cost	57	74	$ 76
Expected return on plan assets	(92)	(93)	(88)
Amortization of prior-service credit	0	0	0
Recognized AOCI loss due to settlements	0	(1)	0
Net periodic benefit (income) expense	(35)	(20)	(12)
Amounts recognized in Other comprehensive (loss) income
Actuarial loss (gain)	63	(47)	11
Prior-service cost	0	0	0
Reclassification of recognized AOCI gain due to settlements	0	1	0
Reclassification of prior-service credit to net periodic benefit (income) expense	0	0	0
Loss (gain) recognized in Other comprehensive (loss) income	$ 63	$ (46)	$ 11
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs			4.65%
Discount rate - benefit obligations			4.35%
Expected long-term rate of return on plan assets			5.58%
Qualified Plan \| United States \| Minimum
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs	3.14%	3.83%
Discount rate - benefit obligations	4.18%	3.55%
Expected long-term rate of return on plan assets	3.00%	2.35%
Qualified Plan \| United States \| Maximum
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs	3.38%	4.35%
Discount rate - benefit obligations	4.39%	3.71%
Expected long-term rate of return on plan assets	5.40%	5.65%
Nonqualified Plan \| United States
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax [Abstract]
Actuarial (loss) gain	$ (3)	$ (8)
Prior-service credit	0	0
AOCI	(3)	(8)
Net periodic benefit (income) expense:
Interest cost	2	3	$ 3
Expected return on plan assets	0	0	0
Amortization of prior-service credit	0	0	0
Recognized AOCI loss due to settlements	0	0	0
Net periodic benefit (income) expense	2	3	3
Amounts recognized in Other comprehensive (loss) income
Actuarial loss (gain)	(5)	6	3
Prior-service cost	0	0	0
Reclassification of recognized AOCI gain due to settlements	0	0	0
Reclassification of prior-service credit to net periodic benefit (income) expense	0	0	0
Loss (gain) recognized in Other comprehensive (loss) income	$ (5)	$ 6	$ 3
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs		4.35%	4.65%
Discount rate - benefit obligations			4.35%
Nonqualified Plan \| United States \| Minimum
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs		2.84%
Discount rate - benefit obligations	3.93%	3.21%
Nonqualified Plan \| United States \| Maximum
Defined Benefit Plan, Assumptions Used in Calculations [Abstract]
Discount rate - net periodic benefit costs		3.21%
Discount rate - benefit obligations	4.28%	3.60%

Employee Benefit Plans - Expected Payments (Details) $ in Millions	Dec. 31, 2018 USD ($)
Postretirement Medical Plan
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]
2019	$ 3
2020	3
2021	3
2022	3
2023	3
2024-2028	14
United Kingdom
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]
2019	40
2020	41
2021	43
2022	45
2023	46
2024-2028	257
Qualified Plan \| United States
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]
2019	80
2020	83
2021	87
2022	89
2023	92
2024-2028	492
Nonqualified Plan \| United States
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]
2019	5
2020	5
2021	5
2022	5
2023	5
2024-2028	$ 25

Employee Benefit Plans - Fair Value of Investment Categories (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
U.K. Plan
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 1,227	$ 1,390	$ 1,207
Not Subject to Leveling	$ 550	$ 941
Percentage of Plan Assets	100.00%	100.00%
Investment redemption notice period	60 days	60 days
U.K. Plan \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 57	$ 65
U.K. Plan \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	620	384
U.K. Plan \| Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	57	65
Not Subject to Leveling	$ 0	$ 0
Percentage of Plan Assets	4.60%	4.60%
U.K. Plan \| Cash and cash equivalents \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 57	$ 65
U.K. Plan \| Cash and cash equivalents \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	0	0
U.K. Plan \| Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	978	664
Not Subject to Leveling	$ 363	$ 293
Percentage of Plan Assets	79.70%	47.80%
U.K. Plan \| Fixed income securities \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 0	$ 0
U.K. Plan \| Fixed income securities \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	615	371
U.K. Plan \| Derivatives
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	31	67
Not Subject to Leveling	$ 26	$ 54
Percentage of Plan Assets	2.60%	4.90%
U.K. Plan \| Derivatives \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 0	$ 0
U.K. Plan \| Derivatives \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	5	13
U.K. Plan \| Hedge funds
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	38	42
Not Subject to Leveling	$ 38	$ 42
Percentage of Plan Assets	3.10%	3.00%
U.K. Plan \| Hedge funds \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 0	$ 0
U.K. Plan \| Hedge funds \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	0	0
U.K. Plan \| Diversified multi-asset funds - risk parity
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets		275
Not Subject to Leveling		$ 275
Percentage of Plan Assets		19.80%
U.K. Plan \| Diversified multi-asset funds - risk parity \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets		$ 0
U.K. Plan \| Diversified multi-asset funds - risk parity \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets		0
U.K. Plan \| Diversified multi-asset funds - dynamic asset allocation
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	123	277
Not Subject to Leveling	$ 123	$ 277
Percentage of Plan Assets	10.00%	19.90%
U.K. Plan \| Diversified multi-asset funds - dynamic asset allocation \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 0	$ 0
U.K. Plan \| Diversified multi-asset funds - dynamic asset allocation \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	0	0
Qualified Plan \| United States
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	1,582	1,764	$ 1,700
Not Subject to Leveling	$ 212	$ 295
Percentage of Plan Assets	100.00%	100.00%
Qualified Plan \| United States \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 308	$ 477
Qualified Plan \| United States \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	1,062	992
Qualified Plan \| United States \| Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	37	25
Not Subject to Leveling	$ 37	$ 25
Percentage of Plan Assets	2.30%	1.40%
Qualified Plan \| United States \| Cash and cash equivalents \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 0	$ 0
Qualified Plan \| United States \| Cash and cash equivalents \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	0	0
Qualified Plan \| United States \| U.S. large companies
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	107	339
Not Subject to Leveling	$ 107	$ 101
Percentage of Plan Assets	6.80%	19.20%
Qualified Plan \| United States \| U.S. large companies \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 0	$ 189
Qualified Plan \| United States \| U.S. large companies \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	0	49
Qualified Plan \| United States \| U.S. small companies
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	25	37
Not Subject to Leveling	$ 0	$ 0
Percentage of Plan Assets	1.60%	2.10%
Qualified Plan \| United States \| U.S. small companies \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 25	$ 37
Qualified Plan \| United States \| U.S. small companies \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	0	0
Qualified Plan \| United States \| International
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	119	161
Not Subject to Leveling	$ 60	$ 82
Percentage of Plan Assets	7.50%	9.10%
Qualified Plan \| United States \| International \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 59	$ 79
Qualified Plan \| United States \| International \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	0	0
Qualified Plan \| United States \| Fixed income securities, global long-term debt instruments
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	1,294	1,198
Not Subject to Leveling	$ 8	$ 87
Percentage of Plan Assets	81.80%	68.00%
Qualified Plan \| United States \| Fixed income securities, global long-term debt instruments \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 223	$ 171
Qualified Plan \| United States \| Fixed income securities, global long-term debt instruments \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	1,063	940
Qualified Plan \| United States \| Derivatives
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	0	4
Not Subject to Leveling	$ 0	$ 0
Percentage of Plan Assets	0.00%	0.20%
Qualified Plan \| United States \| Derivatives \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ 1	$ 1
Qualified Plan \| United States \| Derivatives \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Total Plan Assets	$ (1)	$ 3

Employee Benefit Plans - Benefit Obligations and Funded Status for Medical Plan (Details) - Postretirement Medical Plan - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 40	$ 51
Service cost - benefits earned during the year	1	0	$ 1
Interest cost on projected benefit obligation	1	2	2
Actuarial gain	5	9
Participant contributions	2	2
Benefits paid	(4)	(6)
Projected benefit obligation at end of year	34	40	$ 51
Funded status of the plan	(34)	(40)
Amounts recognized in the balance sheet consist of :
Current liabilities	(3)	(3)
Long-term liabilities	(31)	(37)
Net amount recognized	$ (34)	$ (40)
Discount rate assumption as of December 31	4.21%	3.52%

Stockholder's Equity - Narrative (Details) - USD ($)	1 Months Ended			2 Months Ended	12 Months Ended
Stockholder's Equity - Narrative (Details) - USD ($)	Dec. 31, 2018	Jul. 31, 2018	Jul. 31, 2017	Feb. 14, 2019	Dec. 31, 2011	Feb. 13, 2019	Dec. 14, 2018	Dec. 31, 2017
Stockholders Equity [Line Items]
Preferred stock, par value (in usd per share)	$ 0.001							$ 0.001
Preferred stock, shares outstanding (in shares)	70,000							70,000
Class of warrant or right, exercise price of warrants or rights (in usd per share)					$ 7
Class of warrant or right, number of securities called by warrants or rights (in shares)	10,000,000
Number of shares issued in transaction (in shares)			11,000,000
Stock repurchase program authorized amount							$ 1,000,000,000
Shares repurchased and retired (in shares)	10,000,000
Aggregate value of shares repurchased and retired	$ 536,000,000
Shares repurchased, average price per share (in usd per share)	$ 53.46
Subsequent Event
Stockholders Equity [Line Items]
Stock repurchase program authorized amount						$ 1,500,000,000.0
Shares repurchased and retired (in shares)				8,000,000
Aggregate value of shares repurchased and retired				$ 464,000,000
Shares repurchased, average price per share (in usd per share)				$ 59.47
Convertible Preferred Stock
Stockholders Equity [Line Items]
Preferred stock, par value (in usd per share)	$ 0.001
Preferred stock, shares outstanding (in shares)	0
Proceeds from issuance of preferred stock					$ 75,000,000
Proceeds from issuance of preferred stock, net of issuance costs (in shares)					75,000
Temporary equity, liquidation preference (in usd per share)					$ 1,000
Class of warrant or right, exercise price of warrants or rights (in usd per share)					$ 7
Class of warrant or right, number of securities called by warrants or rights (in shares)	10,000,000
Preferred stock, liquidation preference, percentage					4.00%
Offered Directly By The Company
Stockholders Equity [Line Items]
Number of shares issued in transaction (in shares)			5,000,000
Sale of stock, price per share (in usd per share)			$ 60.50
Gross proceeds received			$ 290,000,000
Gross proceeds received net of fees and expenses		$ 349,000,000	$ 288,000,000
Offered In Connection With Forward Sale Agreements
Stockholders Equity [Line Items]
Number of shares issued in transaction (in shares)		6,000,000	6,000,000
Sale of stock, price per share (in usd per share)			$ 58.08
Offered In Connection With Forward Sale Agreements \| Morgan Stanley & Co. LLC
Stockholders Equity [Line Items]
Number of shares issued in transaction (in shares)			3,000,000

Stock-Based Compensation - Narrative (Details) - USD ($)			12 Months Ended
	Dec. 20, 2017	Feb. 09, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 20, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
ESPP, minimum holding period	3 months
ESPP, number of shares authorized for issuance (in shares)	2,000,000
Stock-based compensation expense			$ 49,000,000	$ 79,000,000	$ 55,000,000
Number of shares available to be granted under ESPP			2,000,000
Employee Stock
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-based compensation expense			$ 0
Restricted Stock Units and Performance-based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, period for recognition			3 years 3 months 22 days
Unrecognized compensation cost			$ 69,000,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 0	$ 1,000,000	$ 1,000,000
Options, granted (in shares)			0	0
Weighted average grant date fair value, options granted in period (USD per share)					$ 11.37
Options, outstanding, intrinsic value			$ 31,000,000
Unrecognized compensation cost, period for recognition			1 year
Options, exercised, intrinsic value			$ 11,000,000	$ 9,000,000	$ 12,000,000
Proceeds from stock options exercised			$ 1,000,000	1,000,000	13,000,000
Stock options \| Employee and Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term of options			10 years
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
Contractual term of options			10 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 21,000,000	12,000,000	13,000,000
Restricted stock units, vested, fair value			$ 30,000,000	$ 23,000,000	27,000,000
Outstanding (in shares)			1,085,628	1,041,554
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 9,000,000	$ 10,000,000	13,000,000
Restricted stock units, vested, fair value			$ 96,000,000	$ 8,000,000	7,000,000
Outstanding (in shares)			1,036,925	1,838,227
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)			444,959
Performance-based Restricted Stock Units Subject To Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding (in shares)			591,966
Cash-settled performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 19,000,000	$ 55,000,000	$ 27,000,000
Options, award vesting period		4 years
Unrecognized compensation cost, period for recognition			1 year
Outstanding (in shares)			753,276	1,693,394
Unrecognized compensation cost			$ 24,000,000
Annual vesting percentage		25.00%
Liability for settlement			$ 18,000,000	$ 52,000,000
Weighted average fair value (in usd per share)			$ 57.04	$ 91.59
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)						3,400,000.0
Shares available for issuance (in shares)			1,700,000

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 49	$ 79	$ 55
Tax benefit on stock-based compensation	(22)	(8)	(6)
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	0	1	1
Stock appreciation rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	0	1	1
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	21	12	13
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	9	10	13
Cash-settled performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 19	$ 55	$ 27

Stock-Based Compensation - Schedule of Valuation Assumptions (Details) - Stock options	12 Months Ended
	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate	1.80%
Weighted-average volatility	50.00%
Weighted-average dividend yield	0.00%
Weighted-average term (in years)	6 years 5 months 8 days

Stock-Based Compensation - Equity Awards Outstanding and Exercisable (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Stock options
Number of Stock Options
Options, outstanding at beginning of period (in shares)	851,573
Options, granted (in shares)	0	0
Options, exercised (in shares)	(148,255)
Options, forfeited (in shares)	(1,000)
Options, outstanding at end of period (in shares)	702,318	851,573
Options, exercisable (in shares)	697,818
Weighted-Average Exercise Price
Options, weighted average exercise price, beginning of period (in usd per share)	$ 13.21
Options, weighted average exercise price, granted (in usd per share)	0.00
Options, weighted average exercise price, exercised (in usd per share)	15.52
Options, weighted average exercise price, forfeited (in usd per share)	23.31
Options, weighted average exercise price, end of period (in usd per share)	12.70	$ 13.21
Options, weighted average exercise price, exercisable (in usd per share)	$ 12.63
Weighted-Average Remaining Term
Options, outstanding, weighted average remaining term	3 years 19 days	4 years 5 months 8 days
Options, exercisable, weighted average remaining term	3 years 11 days
Restricted stock units
Shares
Outstanding at beginning of period (in shares)	1,041,554
Granted (in shares)	532,537
Vested (in shares)	(305,542)
Forfeited and canceled (in shares)	(182,921)
Outstanding at end of period (in shares)	1,085,628	1,041,554
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 41.96
Granted (in usd per share)	97.85
Vested (in usd per share)	39.01
Forfeited and canceled (in usd per share)	53.62
Outstanding at end of period (in usd per share)	$ 68.24	$ 41.96
Performance-based restricted stock units
Shares
Outstanding at beginning of period (in shares)	1,838,227
Granted (in shares)	470,251
Vested (in shares)	(1,085,748)
Forfeited and canceled (in shares)	(185,805)
Outstanding at end of period (in shares)	1,036,925	1,838,227
Weighted-Average Grant Date Fair Value
Outstanding at beginning of period (in usd per share)	$ 24.37
Granted (in usd per share)	58.49
Vested (in usd per share)	18.86
Forfeited and canceled (in usd per share)	36.10
Outstanding at end of period (in usd per share)	$ 43.51	$ 24.37
Cash-settled performance-based restricted stock units
Shares
Outstanding at beginning of period (in shares)	1,693,394
Granted (in shares)	15,385
Vested (in shares)	(564,465)
Forfeited and canceled (in shares)	(391,038)
Outstanding at end of period (in shares)	753,276	1,693,394

Income Taxes - Schedule of Income before Income Tax, Related to Domestic and Foreign (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
U.S.	$ 319	$ 278	$ (70)
Foreign	247	(17)	177
Income before income tax provision (benefit)	$ 566	$ 261	$ 107

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Current:
U.S. Federal		$ 2	$ 2	$ (11)
State		6	(3)	6
Foreign		69	59	48
Total current income tax provision		77	58	43
Deferred:
U.S. Federal		57	(134)	1
State		2	(2)	(2)
Foreign		(14)	(21)	(20)
Total deferred income tax provision (benefit)		45	(157)	(21)
Total income tax provision (benefit)		$ 122	(99)	$ 22
Tax cuts and jobs act of 2017, provisional amount income tax benefit	$ 173		$ 173
Tax benefit related to the revaluation of its net deferred tax liabilities	$ 10

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	35.00%	35.00%
State taxes, net of U.S. federal benefit	1.20%	(1.20%)	4.80%
Foreign rate differential	(1.10%)	(6.70%)	(13.20%)
Foreign operations	8.30%	(0.10%)	2.40%
Valuation allowance	(3.70%)	0.80%	11.20%
Changes in uncertain tax positions	0.00%	5.10%	(0.10%)
Effect of law changes	0.00%	(70.20%)	(12.30%)
Stock-based compensation	(3.80%)	(3.30%)	(4.70%)
Other	(0.30%)	2.40%	(2.20%)
Effective tax rate	21.60%	(38.20%)	20.90%

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Deferred tax asset
Net operating loss and other tax attribute carryforwards	$ 154	$ 191
Accrued expenses	60	65
Pension and other retirement obligations	25	26
Other	62	64
Total deferred tax asset	301	346
Valuation allowance	(73)	(93)
Total deferred tax asset, net	228	253
Deferred tax liability
Intangible assets	(330)	(371)
Property and equipment	(299)	(255)
Other	(35)	(38)
Total deferred tax liability	(664)	(664)
Other long-term assets	8	8
Deferred tax liability	(444)	(419)
Net deferred tax liability	$ (436)	$ (411)

Income Taxes - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Income Tax Contingency [Line Items]
Federal, state and withholding taxes related to partial indefinite reversal assertion	$ 2
Deferred tax assets, valuation allowance	73	$ 93
Decrease in valuation allowance	20
Reduction to unrecognized tax benefits	4
Internal Revenue Service (IRS)
Income Tax Contingency [Line Items]
Operating loss carryforwards	82	188
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards	26	33
Tax credit carryforwards	8	10
Domestic Tax Authority
Income Tax Contingency [Line Items]
Tax credit carryforwards	16	34
Deferred tax assets, valuation allowance	73
Foreign Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards	$ 382	$ 332

Income Taxes - Change in Deferred Tax Asset Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 93	$ 83	$ 68
Additions	0	29	15
Reductions/ Charges	(20)	(19)	0
Balance at End of Year	$ 73	$ 93	$ 83

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 25	$ 15	$ 12
Additions for tax positions of the current period	1	2	0
Additions for tax positions from acquisitions	0	0	10
Additions for tax positions of prior years	2	17	1
Reductions for tax positions of prior years	(3)	0	0
Settlements with tax authorities	0	(3)	0
Reductions due to the statute of limitations	(1)	(6)	(8)
Currency translation adjustment	(1)	0	0
Ending balance	23	25	15
Interest and penalties	6	5	4
Gross unrecognized tax benefits	29	30	19
Total UTB that, if recognized, would impact the effective income tax rate as of the end of the year	$ 22	$ 23	$ 11

Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Basic earnings per common share
Net income attributable to XPO	$ 422	$ 340	$ 69
Convertible preferred dividends	(3)	(3)	(3)
Non-cash allocation of undistributed earnings	(29)	(25)	(3)
Net income allocable to common shares, basic	$ 390	$ 312	$ 63
Basic weighted-average common shares outstanding (in shares)	123	115	110
Basic earnings per share (in usd per share)	$ 3.17	$ 2.72	$ 0.57
Diluted earnings per common share
Interest from Convertible Senior Notes	$ 0	$ 1	$ 2
Net income allocable to common shares, diluted	$ 390	$ 313	$ 65
Dilutive effect of Convertible Senior Notes (in shares)	0	2	3
Dilutive effect of non-participating stock-based awards and equity forward (in shares)	12	11	10
Diluted weighted-average common shares (in shares)	135	128	123
Diluted earnings per share (in usd per share)	$ 2.88	$ 2.45	$ 0.53
Potential common shares excluded (in shares)	10	10	12

Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Millions	Dec. 31, 2018 USD ($)
Capital Leases
2019	$ 61
2020	60
2021	55
2022	52
2023	43
Thereafter	39
Total minimum lease payments	310
Amount representing interest	(21)
Present value of minimum lease payments	289
Operating Leases
2019	577
2020	460
2021	367
2022	288
2023	221
Thereafter	523
Total minimum lease payments	$ 2,436

Commitments and Contingencies - Narrative (Details) $ in Millions				1 Months Ended		12 Months Ended
	May 16, 2017 USD ($) claimant	Jul. 17, 2015 USD ($) claimant	Mar. 06, 2015 class_action claimant	Apr. 30, 2017 USD ($) claimant	Jun. 30, 2015 USD ($) claimant	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2014 claimant	Dec. 31, 2012 operator	Dec. 14, 2018 class_action	May 31, 2018 class_action
Commitments and Contingencies Disclosure [Abstract]
Rent expense \| $						$ 820	$ 716	$ 677
Pacer International
Loss Contingencies [Line Items]
Number of owner operators \| operator										150
Number of claims heard by court \| claimant		7	170		5				7
Amount claimed \| $		$ 3			$ 1
Number of class actions related to remaining claimants \| class_action			3
California Labor Commission
Loss Contingencies [Line Items]
Number of claims heard by court \| claimant	5			4
Settlement amount awarded to other party \| $	$ 1			$ 1
Last Mile Logistics Classifications Claims
Loss Contingencies [Line Items]
Number of class actions related to remaining claimants \| class_action												4
Shareholder Litigation
Loss Contingencies [Line Items]
Number of class actions related to remaining claimants \| class_action											2

Subsequent Event (Details) - USD ($)	Feb. 13, 2019	Dec. 14, 2018
Subsequent Event [Line Items]
Stock repurchase program authorized amount		$ 1,000,000,000
Subsequent Event
Subsequent Event [Line Items]
Stock repurchase program authorized amount	$ 1,500,000,000.0