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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2020	Jul. 27, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2020
Document Transition Report	false
Entity File Number	001-32172
Entity Registrant Name	XPO Logistics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	03-0450326
Entity Address, Address Line One	Five American Lane
Entity Address, City or Town	Greenwich,
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	855
Local Phone Number	976-6951
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	XPO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Emerging Growth Company	false
Small Business Entity	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		91,325,643
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001166003
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 2,285	$ 377
Accounts receivable, net of allowances of $79 and $58, respectively	2,244	2,500
Other current assets	501	465
Total current assets	5,030	3,342
Long-term assets
Property and equipment, net of $2,291 and $2,054 in accumulated depreciation, respectively	2,597	2,704
Operating lease assets	2,226	2,245
Goodwill	4,422	4,450
Identifiable intangible assets, net of $864 and $850 in accumulated amortization, respectively	1,015	1,092
Other long-term assets	351	295
Total long-term assets	10,611	10,786
Total assets	15,641	14,128
Current liabilities
Accounts payable	840	1,157
Accrued expenses	1,673	1,414
Short-term borrowings and current maturities of long-term debt	198	84
Short-term operating lease liabilities	460	468
Other current liabilities	158	135
Total current liabilities	3,329	3,258
Long-term debt	6,939	5,182
Deferred tax liability	507	495
Employee benefit obligations	155	157
Long-term operating lease liabilities	1,770	1,776
Other long-term liabilities	307	364
Total long-term liabilities	9,678	7,974
Stockholders’ equity
Convertible perpetual preferred stock, $0.001 par value; 10 shares authorized; 0.07 of Series A shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	41	41
Common stock, $0.001 par value; 300 shares authorized; 91 and 92 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	0	0
Additional paid-in capital	1,963	2,061
Retained earnings	672	786
Accumulated other comprehensive loss	(192)	(145)
Total stockholders’ equity before noncontrolling interests	2,484	2,743
Noncontrolling interests	150	153
Total equity	2,634	2,896
Total liabilities and equity	$ 15,641	$ 14,128

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 79	$ 58
Property and equipment, accumulated depreciation	2,291	2,054
Identifiable intangible assets, accumulated amortization	$ 864	$ 850
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	70,000.00	70,000.00
Preferred stock, shares outstanding (in shares)	70,000.00	70,000.00
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	91,000,000	92,000,000
Common stock, shares outstanding (in shares)	91,000,000	92,000,000

Condensed Consolidated Statements of (Loss) Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Revenue	$ 3,502	$ 4,238	$ 7,366	$ 8,358
Operating expenses
Cost of transportation and services	1,641	2,108	3,539	4,204
Direct operating expense	1,370	1,417	2,730	2,823
Sales, general and administrative expense	632	455	1,157	941
Total operating expenses	3,643	3,980	7,426	7,968
Operating (loss) income	(141)	258	(60)	390
Other expense (income)	(21)	(13)	(39)	(30)
Foreign currency loss (gain)	3	8	(5)	10
Debt extinguishment loss	0	0	0	5
Interest expense	82	72	154	143
(Loss) income before income tax (benefit) provision	(205)	191	(170)	262
Income tax (benefit) provision	(71)	46	(61)	65
Net (loss) income	(134)	145	(109)	197
Net loss (income) attributable to noncontrolling interests	3	(10)	1	(15)
Net (loss) income attributable to XPO	(131)	135	(108)	182
Earnings (loss) per share data
Net (loss) income attributable to common shareholders	$ (132)	$ 122	$ (110)	$ 165
Basic (loss) earnings per share (in dollars per share)	$ (1.45)	$ 1.32	$ (1.20)	$ 1.66
Diluted (loss) earnings per share (in dollars per share)	$ (1.45)	$ 1.19	$ (1.20)	$ 1.51
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding (in shares)	91	92	92	100
Diluted weighted-average common shares outstanding (in shares)	91	102	92	110

Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (134)	$ 145	$ (109)	$ 197
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $4, $—, $(7) and $(6)	21	(1)	(44)	(2)
Unrealized gain on financial assets/liabilities designated as hedging instruments, net of tax effect of $—, $(1), $— and $—	0	4	0	1
Defined benefit plans adjustments, net of tax effect of $—, $—, $2 and $—	0	0	(5)	0
Other comprehensive income (loss)	21	3	(49)	(1)
Comprehensive (loss) income	(113)	148	(158)	196
Less: Comprehensive income (loss) attributable to noncontrolling interests	0	13	(3)	13
Comprehensive (loss) income attributable to XPO	$ (113)	$ 135	$ (155)	$ 183

Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement of Comprehensive Income [Abstract]
Foreign currency translation (loss) gain, tax	$ 4	$ 0	$ (7)	$ (6)
Unrealized (loss) gain on financial assets/liabilities designated as hedging instruments, tax effect	0	(1)	0	0
Defined benefit plans adjustment, tax	$ 0	$ 0	$ 2	$ 0

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Operating activities
Net (loss) income	$ (109)	$ 197
Adjustments to reconcile net (loss) income to net cash from operating activities
Depreciation, amortization and net lease activity	379	360
Stock compensation expense	39	31
Accretion of debt	8	9
Deferred tax expense	3	12
Debt extinguishment loss	0	5
Unrealized (gain) loss on foreign currency option and forward contracts	(1)	9
Gains on sales of property and equipment	(39)	(40)
Other	42	23
Changes in assets and liabilities
Accounts receivable	186	(289)
Other assets	(84)	(23)
Accounts payable	(277)	(81)
Accrued expenses and other liabilities	247	(49)
Net cash provided by operating activities	394	164
Investing activities
Payment for purchases of property and equipment	(255)	(236)
Proceeds from sale of property and equipment	77	85
Cash collected on deferred purchase price receivable	0	137
Other	6	0
Net cash used in investing activities	(172)	(14)
Financing activities
Proceeds from issuance of debt	1,161	1,758
Proceeds from borrowings related to securitization program	109	0
Proceeds from borrowings on ABL facility	620	1,355
Repayment of borrowings on ABL facility	(20)	(1,355)
Repayment of debt and finance leases	(40)	(565)
Payment for debt issuance costs	(21)	(27)
Repurchase of common stock	(114)	(1,347)
Change in bank overdrafts	23	30
Payment for tax withholdings for restricted shares	(18)	(5)
Other	1	3
Net cash provided by (used in) financing activities	1,701	(153)
Effect of exchange rates on cash, cash equivalents and restricted cash	(15)	(2)
Net increase (decrease) in cash, cash equivalents and restricted cash	1,908	(5)
Cash, cash equivalents and restricted cash, beginning of period	387	514
Cash, cash equivalents and restricted cash, end of period	2,295	509
Supplemental disclosure of cash flow information
Leased assets obtained in exchange for new operating lease liabilities	371	327
Leased assets obtained in exchange for new finance lease liabilities	17	30
Cash paid for interest	149	125
Cash paid for income taxes	$ 10	$ 58

Condensed Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Total XPO Stockholders' Equity	Non-controlling Interests	Series A Preferred Stock Preferred Stock
Balance at beginning of period (in shares) at Dec. 31, 2018		115,683						72
Balance at beginning of period at Dec. 31, 2018	$ 3,970	$ 0	$ 3,311	$ 377	$ (154)	$ 3,575	$ 395	$ 41
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	197			182		182	15
Other comprehensive income (loss)	(1)				1	1	(2)
Exercise and vesting of stock compensation awards (in shares)		181
Exercise and vesting of stock compensation awards	0					0
Tax withholdings related to vesting of stock compensation awards	(4)		(4)			(4)
Retirement of common stock (in shares)		(23,932)
Retirement of common stock	(1,275)		(1,275)			(1,275)
Dividend declared	(2)			(1)		(1)	(1)
Stock compensation expense	19		19			19
Adoption of new accounting standard and other (in shares)		60
Adoption of new accounting standard and other	8		3	5		8
Balance at end of period (in shares) at Jun. 30, 2019		91,992						72
Balance at end of period at Jun. 30, 2019	2,912	$ 0	2,054	563	(153)	2,505	407	$ 41
Balance at beginning of period (in shares) at Mar. 31, 2019		93,207						72
Balance at beginning of period at Mar. 31, 2019	2,833	$ 0	2,122	428	(153)	2,438	395	$ 41
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	145			135		135	10
Other comprehensive income (loss)	3				0	0	3
Exercise and vesting of stock compensation awards (in shares)		87
Exercise and vesting of stock compensation awards	0					0
Tax withholdings related to vesting of stock compensation awards	(2)		(2)			(2)
Retirement of common stock (in shares)		(1,362)
Retirement of common stock	(80)		(80)			(80)
Dividend declared	(1)					0	(1)
Stock compensation expense	11		11			11
Adoption of new accounting standard and other (in shares)		60
Adoption of new accounting standard and other	3		3			3
Balance at end of period (in shares) at Jun. 30, 2019		91,992						72
Balance at end of period at Jun. 30, 2019	2,912	$ 0	2,054	563	(153)	2,505	407	$ 41
Balance at beginning of period (in shares) at Dec. 31, 2019		92,342						72
Balance at beginning of period at Dec. 31, 2019	2,896	$ 0	2,061	786	(145)	2,743	153	$ 41
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(109)			(108)		(108)	(1)
Other comprehensive income (loss)	(49)				(47)	(47)	(2)
Exercise and vesting of stock compensation awards (in shares)		633
Exercise and vesting of stock compensation awards	0					0
Tax withholdings related to vesting of stock compensation awards	(18)		(18)			(18)
Retirement of common stock (in shares)		(1,715)
Retirement of common stock	(114)		(114)			(114)
Dividend declared	(2)			(2)		(2)
Stock compensation expense	32		32			32
Adoption of new accounting standard and other (in shares)		62
Adoption of new accounting standard and other	(2)		2	(4)		(2)
Balance at end of period (in shares) at Jun. 30, 2020		91,322						72
Balance at end of period at Jun. 30, 2020	2,634	$ 0	1,963	672	(192)	2,484	150	$ 41
Balance at beginning of period (in shares) at Mar. 31, 2020		91,044						72
Balance at beginning of period at Mar. 31, 2020	2,728	$ 0	1,943	804	(210)	2,578	150	$ 41
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(134)			(131)		(131)	(3)
Other comprehensive income (loss)	21				18	18	3
Exercise and vesting of stock compensation awards (in shares)		216
Exercise and vesting of stock compensation awards	0					0
Tax withholdings related to vesting of stock compensation awards	(2)		(2)			(2)
Dividend declared	(1)			(1)		(1)
Stock compensation expense	20		20			20
Adoption of new accounting standard and other (in shares)		62
Adoption of new accounting standard and other	2		2			2
Balance at end of period (in shares) at Jun. 30, 2020		91,322						72
Balance at end of period at Jun. 30, 2020	$ 2,634	$ 0	$ 1,963	$ 672	$ (192)	$ 2,484	$ 150	$ 41

Organization, Description of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Description of Business and Basis of Presentation

XPO Logistics, Inc., together with its subsidiaries (“XPO” or “we”), is a top ten global provider of cutting-edge supply chain solutions to the most successful companies in the world. We use our integrated network of people, technology and physical assets to help customers manage their goods most efficiently throughout their supply chains. Our customers are multinational, national, mid-size and small enterprises. We run our business on a global basis, with two reportable segments: Transportation and Logistics. See Note 2—Segment Reporting for further information on our operations.

We prepared our Condensed Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and on the same basis as the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”), except for the effects of adopting Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” as of January 1, 2020, as described below. The interim reporting requirements of Form 10-Q allow certain information and note disclosures normally included in annual consolidated financial statements to be condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the 2019 Form 10-K.

The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020, particularly in light of the outbreak of a strain of coronavirus, COVID-19, in the first quarter of 2020. The rapid escalation of COVID-19 into a pandemic in the first quarter of 2020 has affected, and will continue to affect, economic activity broadly and customer sectors served by our industry. COVID-19 has had, and we expect will continue to have, significant effects on economic activity, on demand for our services, and on our results of operations in 2020.

Restricted Cash

As of June 30, 2020 and December 31, 2019, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $10 million.

Accounts Receivable and Allowance for Doubtful Accounts

We record accounts receivable at the contractual amount and we record an allowance for doubtful accounts for the amount we estimate we may not collect. In determining the allowance for doubtful accounts, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. Commencing in the first quarter of 2020 and in accordance with ASU 2016-13, we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for doubtful accounts. We write off accounts receivable balances once the receivables are no longer deemed collectible.

Trade Receivables Securitization and Factoring Programs

We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program described below. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers.

XPO Logistics Europe SA (“XPO Logistics Europe”), one of our majority-owned subsidiaries, participates in a trade receivables securitization program co-arranged by Crédit Agricole, BNP Paribas and HSBC (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO Logistics Europe sells trade receivables that originate with wholly-owned subsidiaries of XPO Logistics Europe in the United Kingdom and France to unaffiliated entities managed by the Purchasers. The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities.

We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Condensed Consolidated Balance Sheets at the date of transfer. In the securitization and factoring arrangements, any continuing involvement with the receivables is limited to servicing the receivables. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Condensed Consolidated Balance Sheets. These borrowings amounted to €98 million ($110 million) as of June 30, 2020. See Note 6—Debt for additional information on these borrowings.

Under a securitization program that was terminated in July 2019, if transfers were accounted for as sales, the consideration received included a simultaneous cash payment and a deferred purchase price receivable. The deferred purchase price receivable was not a trade receivable and was recorded based on its fair value and reported within Other current assets on our Condensed Consolidated Balance Sheets. The cash payment which we received on the date of the transfer was reflected within Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows. As we received cash payments on the deferred purchase price receivable, it was reflected as an investing activity. The new program does not include a deferred purchase price mechanism.

The maximum amount of net cash proceeds available at any one time under the current securitization program is €400 million (approximately $449 million as of June 30, 2020), and this amount includes any unsecured borrowings related to the program. As of June 30, 2020, €161 million (approximately $181 million) was available to us based on the level of receivables sold and outstanding as of that date. The weighted average interest rate was 0.73% as of June 30, 2020. Charges for commitment fees, which are based on a percentage of available amounts, and charges for administrative fees were not material to our results of operations for the three and six months ended June 30, 2020 and 2019. The securitization program expires in July 2022 and contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio.

Information related to the trade receivables sold was as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2020		2019		2020		2019
Securitization programs
Receivables sold in period	$	598	$	338	$	1,289	$	661
Cash consideration	598		269		1,289		529
Deferred purchase price	—		69		—		132

Factoring programs
Receivables sold in period	$	199	$	235	$	463	$	419
Cash consideration	199		234		462		417

In addition to the cash considerations referenced above, we received $66 million and $137 million in the three and six months ended June 30, 2019, respectively, for the realization of cash on the deferred purchase price receivable for our prior securitization program.

Acquisition

In March 2020, XPO Logistics Europe announced that it has entered into a definitive agreement to acquire the majority of Kuehne + Nagel’s contract logistics operations in the United Kingdom. The operations provide a range

of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management, and generated annual revenues in 2019 of approximately £500 million ($639 million). The transaction is subject to customary closing conditions, including regulatory approvals. The transaction, which is expected to close in the second half of 2020, is not expected to be material to our 2020 operating results.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are:

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

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

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

We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of June 30, 2020 and December 31, 2019 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents included money market funds valued using quoted prices in active markets. The Level 2 cash equivalents include short-term investments valued using published interest rates for instruments with similar terms and maturities. For information on the fair value hierarchy of our derivative instruments, see Note 5—Derivative Instruments and for information on financial liabilities, see Note 6—Debt.

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1		Level 2
June 30, 2020	$	1,900	$	1,900	$	1,900	$	—
December 31, 2019	144		144		127		17

Cash equivalents at June 30, 2020 include the majority of the net proceeds from the issuance of senior notes due 2025 (the “Senior Notes due 2025”) which were invested in money market funds. For further information, see Note 6—Debt.

Adoption of New Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU, as subsequently modified, amends the incurred losses impairment method with a method that reflects expected credit losses on certain types of financial instruments, including trade receivables. We adopted this standard on January 1, 2020 and recorded an immaterial adjustment to total equity for the cumulative impact of adoption.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Under the guidance, any capitalized implementation costs would be included in prepaid expenses, amortized over the term of the hosting arrangement on a straight-line basis and presented in the same line items in the Consolidated Statement of Income as the expense for fees of the associated hosting arrangements. We adopted this standard on January 1, 2020 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Effective

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848)—“Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance through December 31, 2022. We are currently evaluating the impact of the new guidance.

Segment Reporting

6 Months Ended

Jun. 30, 2020

Segment Reporting [Abstract]

Segment Reporting

We are organized into two reportable segments: Transportation and Logistics. We evaluate our performance in large part based on the various financial measures of our two reporting segments.

In our Transportation segment, we provide multiple services to facilitate the movement of raw materials, parts and finished goods. We accomplish this by using our proprietary technology, third-party independent carriers and our transportation assets and service centers. Our transportation services include truck brokerage and expedite; truckload; less-than-truckload (“LTL”); last mile; intermodal and drayage; managed transportation; and global forwarding. Freight brokerage, last mile, global forwarding and managed transportation are non-asset or asset-light businesses while LTL and truckload are primarily asset-based operations.

In our Logistics segment, which we also refer to as supply chain or contract logistics, we provide a wide range of services differentiated by our proprietary technology and our ability to customize solutions for individual customers. Our services include value-added warehousing and distribution, e-commerce and omnichannel fulfillment, cold-chain solutions, reverse logistics, packaging and labeling, factory support, aftermarket support, inventory management, order personalization and supply chain optimization. In addition, our Logistics segment provides engineered solutions for supply chain optimization, such as production flow management.

Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results.

Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reporting segments.

Our chief operating decision maker (“CODM”) regularly reviews financial information at the reporting segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM. We do not provide asset information by segment to the CODM, as the majority of our assets are managed at the corporate level.

Selected financial data for our segments is as follows:


(In millions)	Transportation		Logistics		Corporate		Eliminations/Other		Total
Three months ended June 30, 2020
Revenue	$	2,127	$	1,404	$	—	$	(29)	$	3,502
Operating loss ⁽¹⁾	(15)		(43)		(83)		—		(141)
Depreciation and amortization	113		80		3		—		196

Three months ended June 30, 2019
Revenue	$	2,747	$	1,526	$	—	$	(35)	$	4,238
Operating income (loss) ⁽²⁾	243		61		(46)		—		258
Depreciation and amortization	108		67		5		—		180

Six months ended June 30, 2020
Revenue	$	4,586	$	2,841	$	—	$	(61)	$	7,366
Operating income (loss) ⁽³⁾	105		(5)		(160)		—		(60)
Depreciation and amortization	223		149		7		—		379

Six months ended June 30, 2019
Revenue	$	5,406	$	3,020	$	—	$	(68)	$	8,358
Operating income (loss) ⁽⁴⁾	371		107		(88)		—		390
Depreciation and amortization	224		128		8		—		360

(1)Consolidated operating loss for the three months ended June 30, 2020 includes $50 million of restructuring expense and $46 million of transaction and integration costs.

(2)Consolidated operating income for the three months ended June 30, 2019 includes $4 million of restructuring expense and $1 million of transaction and integration costs.

(3)Consolidated operating loss for the six months ended June 30, 2020 includes $90 million of transaction and integration costs and $53 million of restructuring expense.

(4)Consolidated operating income for the six months ended June 30, 2019 includes $17 million of restructuring expense and $2 million of transaction and integration costs.

The transaction and integration costs for the second quarter and first six months of 2020 are primarily related to our previously announced exploration of strategic alternatives. The review of strategic alternatives was terminated in March 2020, but certain of these costs continued into the second quarter of 2020. For further information on our restructuring actions, see Note 4—Restructuring Charges. We also incurred in the second quarter and first six months of 2020, net incremental and direct costs as a result of the COVID-19 pandemic, including costs for personal protective equipment, site cleanings and enhanced employee benefits, such as appreciation pay.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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+ Details

Revenue Recognition

6 Months Ended

Jun. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregation of Revenues

We disaggregate our revenue by geographic area and service offering. Our revenue disaggregated by geographical area, based on sales office location, was as follows:


	Three Months Ended June 30, 2020
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	1,505	$	509	$	(10)	$	2,004
North America (excluding United States)	71		10		—		81
France	255		142		(3)		394
United Kingdom	125		338		(11)		452
Europe (excluding France and United Kingdom)	146		383		(4)		525
Other	25		22		(1)		46
Total	$	2,127	$	1,404	$	(29)	$	3,502


	Three Months Ended June 30, 2019
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	1,924	$	570	$	(7)	$	2,487
North America (excluding United States)	73		15		—		88
France	351		172		(6)		517
United Kingdom	186		350		(18)		518
Europe (excluding France and United Kingdom)	207		397		(4)		600
Other	6		22		—		28
Total	$	2,747	$	1,526	$	(35)	$	4,238


	Six Months Ended June 30, 2020
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	3,207	$	1,045	$	(19)	$	4,233
North America (excluding United States)	142		24		—		166
France	566		292		(6)		852
United Kingdom	307		667		(27)		947
Europe (excluding France and United Kingdom)	334		769		(7)		1,096
Other	30		44		(2)		72
Total	$	4,586	$	2,841	$	(61)	$	7,366


	Six Months Ended June 30, 2019
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	3,760	$	1,127	$	(12)	$	4,875
North America (excluding United States)	140		33		—		173
France	715		341		(11)		1,045
United Kingdom	374		685		(36)		1,023
Europe (excluding France and United Kingdom)	408		789		(8)		1,189
Other	9		45		(1)		53
Total	$	5,406	$	3,020	$	(68)	$	8,358

Our revenue disaggregated by service offering was as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2020		2019		2020		2019
Transportation segment
Freight brokerage and truckload	$	818	$	1,094	$	1,841	$	2,186
LTL	979		1,261		2,114		2,440
Last mile⁽¹⁾	218		212		419		436
Managed transportation	74		142		157		266
Global forwarding	76		78		137		155
Transportation eliminations	(38)		(40)		(82)		(77)
Total Transportation segment revenue	2,127		2,747		4,586		5,406
Total Logistics segment revenue	1,404		1,526		2,841		3,020
Intersegment eliminations	(29)		(35)		(61)		(68)
Total revenue	$	3,502	$	4,238	$	7,366	$	8,358

(1) Comprised of our North American last mile operations.

Performance Obligations

Remaining performance obligations represent firm contracts for which services have not been performed and future revenue recognition is expected. As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. On June 30, 2020, the fixed consideration component of our remaining performance obligation was approximately $1.6 billion, and we expect to recognize approximately 75% of that amount over the next three years and the remainder thereafter. The majority of the remaining performance obligation relates to our Logistics reportable segment. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Restructuring Charges

6 Months Ended

Jun. 30, 2020

Restructuring and Related Activities [Abstract]

Restructuring Charges

Restructuring ChargesWe engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure, including actions in response to COVID-19. These actions generally include severance and facility-related costs, including impairment of right-of-use assets, and are intended to improve our efficiency and profitability.

Restructuring charges were recorded on our Condensed Consolidated Statements of (Loss) Income as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2020		2019		2020		2019
Cost of transportation and services	$	1	$	—	$	1	$	3
Direct operating expense	6		—		6		—
Sales, general and administrative expense	43		4		46		14
Total	$	50	$	4	$	53	$	17

Our restructuring-related activity was as follows:


			Six Months Ended June 30, 2020
(In millions)	Reserve Balance as of December 31, 2019		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of June 30, 2020
Severance
Transportation	$	12	$	18	$	(11)	$	(1)	$	18
Logistics	11		21		(7)		1		26
Corporate	2		8		(4)		—		6
Total severance	25		47		(22)		—		50
Facilities
Transportation	—		6		—		(1)		5
Total	$	25	$	53	$	(22)	$	(1)	$	55

We expect to incur additional restructuring charges during the remainder of fiscal 2020 of approximately $15 million under previously approved restructuring actions. We expect the majority of the cash outlays related to the charges incurred in 2020 will be complete within twelve months.

Derivative Instruments

6 Months Ended

Jun. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

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

The fair value of our derivative instruments and the related notional amounts was as follows:


	June 30, 2020
			Derivative Assets				Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	135	Other current assets	$	—	Other current liabilities	$	(5)
Cross-currency swap agreements	1,074		Other long-term assets	13		Other long-term liabilities	(2)
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	(5)
Derivatives not designated as hedges
Foreign currency option contracts	212		Other current assets	1		Other current liabilities	—
Total				$	14		$	(12)


	December 31, 2019
			Derivative Assets				Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	1,233	Other long-term assets	$	—	Other long-term liabilities	$	(18)
Interest rate swap	2,003		Other current assets	—		Other current liabilities	(7)
Derivatives not designated as hedges
Foreign currency option contracts	365		Other current assets	1		Other current liabilities	—
Total				$	1		$	(25)

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

The effect of derivative and nonderivative instruments designated as hedges on our Condensed Consolidated Statements of (Loss) Income was as follows:


	Amount of (Loss) Gain Recognized in Other Comprehensive Income on Derivatives						Amount of Loss Reclassified from AOCI into Net (Loss) Income						Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended June 30,
(In millions)	2020		2019		2020		2019		2020		2019
Derivatives designated as cash flow hedges
Cross-currency swap agreements	$	(3)	$	(1)	$	(3)	$	(3)	$	—	$	—
Interest rate swaps	—		5		—		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(19)		(7)		—		—		—		3
Total	$	(22)	$	(3)	$	(3)	$	(3)	$	—	$	3


	Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives						Amount of Gain Reclassified from AOCI into Net (Loss) Income						Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Six Months Ended June 30,
(In millions)	2020		2019		2020		2019		2020		2019
Derivatives designated as cash flow hedges
Cross-currency swap agreements	$	5	$	5	$	—	$	2	$	—	$	—
Interest rate swaps	(5)		(1)		—		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	19		28		—		—		4		5
Total	$	19	$	32	$	—	$	2	$	4	$	5

The pre-tax gain (loss) recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments was a loss of $2 million and a gain of $2 million for the three and six months ended June 30, 2020, respectively, and losses of $8 million and $10 million for the three and six months ended June 30, 2019, respectively. These amounts are recorded in Foreign currency loss (gain) on our Condensed Consolidated Statements of (Loss) Income.

Cross-Currency Swap Agreements

We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate U.S. Dollar (“USD”)-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt. The risk management objective of

these transactions is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of this debt.

During the term of the swap contracts, we will receive interest, either on a quarterly or semi-annual basis, from the counterparties based on USD fixed interest rates, and we will pay interest, also on a quarterly or semi-annual basis, to the counterparties based on EUR fixed interest rates. At maturity, we will repay the original principal amount in EUR and receive the principal amount in USD. These agreements expire at various dates through 2024.

We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in Accumulated other comprehensive income (“AOCI”). The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. For net investment hedges that were de-designated prior to their maturity, the amounts in AOCI will remain in AOCI until the subsidiary is sold or substantially liquidated. Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Operating activities on our Condensed Consolidated Statements of Cash Flows.

We also enter into cross-currency swap agreements to manage the related foreign currency exposure from intercompany loans. We designated these cross-currency swaps as qualifying hedging instruments and account for them as cash flow hedges. Gains and losses resulting from the change in the fair value of the cross-currency swaps are initially recognized in AOCI and reclassified to Foreign currency loss (gain) to offset the foreign exchange impact in earnings created by the intercompany loans. Cash flows related to these cash flow hedges are included in Operating activities on our Condensed Consolidated Statements of Cash Flows.

Interest Rate Hedging

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Senior Secured Term Loan Credit Agreement (the “Term Loan Credit Agreement”). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges. The interest rate swaps mature on various dates through 2020.

We record gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps in AOCI and reclassify them to Interest expense on the dates that interest payments accrue. Cash flows related to the interest rate swaps are included in Operating activities on our Condensed Consolidated Statements of Cash Flows.

Foreign Currency Option and Forward Contracts

We use foreign currency option contracts to mitigate the risk of a reduction in the value of earnings from our operations that use the EUR or the British pound sterling as their functional currency. Additionally, we use foreign currency forward contracts to mitigate exposure from intercompany loans that are not designated as permanent and can create volatility in earnings. The foreign currency contracts (both option and forward contracts) were not designated as qualifying hedging instruments as of June 30, 2020. The contracts are used to manage our exposure to foreign currency exchange rate fluctuations and are not speculative. The contracts generally expire in 12 months or less. Gains or losses on the contracts are recorded in Foreign currency loss (gain) on our Condensed Consolidated Statements of (Loss) Income. Cash flows related to the foreign currency contracts are included in Investing activities on our Condensed Consolidated Statements of Cash Flows, consistent with the nature and purpose for which these derivatives were acquired.

Debt

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Debt


	June 30, 2020						December 31, 2019
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
ABL facility	$	600	$	600	$	—	$	—
Term loan facility	2,003		1,971		2,003		1,969
6.50% Senior notes due 2022	1,200		1,194		1,200		1,192
6.125% Senior notes due 2023	535		531		535		530
6.75% Senior notes due 2024	1,000		988		1,000		987
6.25% Senior notes due 2025	1,150		1,137		—		—
6.70% Senior debentures due 2034	300		209		300		208
Borrowings related to securitization program	110		110		—		—
Finance leases, asset financing and other	397		397		380		380
Total debt	7,295		7,137		5,418		5,266
Short-term borrowings and current maturities of long-term debt	198		198		84		84
Long-term debt	$	7,097	$	6,939	$	5,334	$	5,182

The fair value of our debt and classification in the fair value hierarchy was as follows:


(In millions)	Fair Value		Level 1		Level 2
June 30, 2020	$	7,421	$	4,354	$	3,067
December 31, 2019	5,580		3,190		2,390

We valued Level 1 debt using quoted prices in active markets. We valued Level 2 debt using bid evaluation pricing models or quoted prices of securities with similar characteristics. The fair value of the asset financing arrangements approximates carrying value as the debt is primarily issued at a floating rate, the debt may be prepaid at any time at par without penalty, and the remaining life of the debt is short-term in nature.

ABL Facility

As of June 30, 2020, we had a borrowing base of $969 million and availability under our revolving loan credit agreement (the “ABL Facility”) of $354 million after considering outstanding letters of credit on the ABL Facility of $15 million. The average interest rate on outstanding borrowings as of June 30, 2020 was 1.44%. As of June 30, 2020, we were in compliance with the ABL Facility’s financial covenants.

Secured Debt

In April 2020, we entered into a Senior Secured Term Loan Credit Agreement, comprised of a $150 million committed secured term loan facility and a $200 million uncommitted secured evergreen letter of credit facility. The term loan facility is available to be drawn upon, subject to customary conditions, in multiple borrowings within six months of the closing date. Any term loans thereunder will bear interest at a rate equal to LIBOR or base rate, at our election, plus an applicable margin of 3.00% to 4.50%, for LIBOR loans, or 2.00% to 3.50%, for base rate loans, in each case depending upon the time elapsed since the closing date. The term loan facility matures in April 2021.

Letters of credit under the letter of credit facility shall expire within one year of issuance and may contain automatic one-year renewals until the letter of credit facility terminates. As of June 30, 2020, we have issued $199 million in aggregate face amount of letters of credit, which replaced letters of credit outstanding under our ABL Facility, and have not drawn on the term loan commitments. The credit agreement governing the term loan and letter of credit facilities contains representations and warranties and affirmative and negative covenants customary for financings of this type as well as customary events of default.

Term Loan Facility

In March 2019, we entered into an amendment to our Term Loan Credit Agreement and borrowed an additional $500 million of incremental loans under a new tranche of term loans (the “Incremental Term Loan Facility”), increasing our total borrowing under the Term Loan Facility to $2.0 billion. Proceeds from borrowings under the Incremental Term Loan Facility were used: (i) for general corporate purposes, including to fund purchases of our equity interests described in Note 7—Stockholders’ Equity; and (ii) to pay fees and expenses relating to, or in connection with, the transactions contemplated by the amendment. The incremental loans under the Incremental Term Loan Facility were issued at a price of 99.50% of par.

The interest rates on the Term Loan Facility and the Incremental Term Loan Facility were 2.18% and 2.69%, respectively, as of June 30, 2020.

Senior Notes due 2025

In the second quarter of 2020, we completed private placements of $1.15 billion aggregate principal amount of Senior Notes due 2025. The Senior Notes due 2025 mature on May 1, 2025 and bear interest at a rate of 6.25% per annum. Interest on the notes is paid semi-annually. $850 million of the notes were issued at par, and $300 million of the notes were issued subsequently at 101.75% of face value. Net proceeds from the notes have been invested in cash and cash equivalents.

The Senior Notes due 2025 are guaranteed by each of our direct and indirect wholly-owned restricted subsidiaries (other than some excluded subsidiaries) that are obligors under, or guarantee obligations under, our ABL Facility or existing term loan facility or guarantee certain of our other indebtedness. The Senior Notes due 2025 and the related guarantees are unsecured, unsubordinated indebtedness for us and our guarantors. The Senior Notes due 2025 contain covenants customary for notes of this nature.

Senior Notes due 2024

In February 2019, we completed a private placement of $1.0 billion aggregate principal amount of senior notes (“Senior Notes due 2024”), which bear interest at a rate of 6.75% per annum. Proceeds from the Senior Notes due 2024 were used to repay our outstanding obligation under an unsecured credit facility and to finance a portion of our share repurchases described in Note 7—Stockholders’ Equity.

Borrowings related to Securitization Program

Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables. These borrowings are owed to the program’s Purchasers and are included in short-term debt until they are repaid in the following month’s settlement. The securitization program expires in July 2022 and contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. For additional information on the securitization program, see Note 1—Organization, Description of Business and Basis of Presentation.

Stockholders' Equity

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Share Repurchases

In December 2018, our Board of Directors authorized the repurchase of up to $1 billion of our common stock (the “2018 Program”), which was completed in the first quarter of 2019. The share repurchases under the 2018 Program were funded by an unsecured credit facility and our available cash.

In February 2019, our Board of Directors authorized additional repurchases of up to $1.5 billion of our common stock (the “2019 Program”). The 2019 authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business conditions, market conditions, alternative investment opportunities and funding considerations. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. The share purchases under the 2019 Program were funded by our available cash and proceeds from our 2019 debt offerings.

Information regarding our shares repurchased, based on settlement date, is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2020		2019		2020		2019
	2019 Program		2019 Program		2019 Program		2019 Program		2018 Program
Shares purchased and retired	—		2		2		17		8
Aggregate value	$	—	$	120	$	114	$	883	$	464
Average price per share	$	—	$	56.78	$	66.58	$	50.70	$	59.47
Remaining authorization	$	503	$	617	$	503	$	617	$	—

Dividends

The Series A Convertible Perpetual Preferred Stock pays quarterly cash dividends equal to the greater of: (i) the “as-converted” dividends on our underlying common stock for the relevant quarter; and (ii) 4% of the then-applicable liquidation preference per annum.

Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2020

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Earnings (Loss) per Share

We compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities consist of our Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Losses are not allocated to the preferred shares.

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


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2020		2019		2020		2019
Basic (loss) earnings per common share
Net (loss) income attributable to XPO	$	(131)	$	135	$	(108)	$	182
Series A preferred stock dividends	(1)		—		(2)		(1)
Non-cash allocation of undistributed loss (earnings)	—		(13)		—		(16)
Net (loss) income attributable to common shares, basic	$	(132)	$	122	$	(110)	$	165

Basic weighted-average common shares	91		92		92		100
Basic (loss) earnings per share	$	(1.45)	$	1.32	$	(1.20)	$	1.66

Diluted (loss) earnings per common share
Net (loss) income attributable to common shares, diluted	$	(132)	$	122	$	(110)	$	165

Basic weighted-average common shares	91		92		92		100
Dilutive effect of non-participating stock-based awards	—		10		—		10
Diluted weighted-average common shares	91		102		92		110

Diluted (loss) earnings per share	$	(1.45)	$	1.19	$	(1.20)	$	1.51

Potential common shares excluded	20		10		21		10

Certain shares were not included in the computation of Diluted (loss) earnings per share because the effect was anti-dilutive.

Legal and Regulatory Matters	6 Months Ended
Legal and Regulatory Matters	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Legal and Regulatory Matters	Legal and Regulatory Matters We are involved, and will continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include claims for property damage or personal injury incurred in connection with the transportation of freight, claims regarding anti-competitive practices, and employment-related claims, including claims involving asserted breaches of employee restrictive covenants. These matters also include numerous putative class action, multi-plaintiff and individual lawsuits, and administrative proceedings that claim either that our owner-operators or contract carriers should be treated as employees, rather than independent contractors, or that some of our drivers were not paid for all compensable time or were not provided with required meal or rest breaks. These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest periods, unreimbursed business expenses and other items), injunctive relief, or both. We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We review and adjust accruals for loss contingencies quarterly and as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on our assessment, together with legal counsel, regarding the ultimate outcome of the matter. We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation and logistics company. The liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this note. In the event we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our financial condition, results of operations or cash flows could be negatively impacted.

Organization, Description of Business and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts We record accounts receivable at the contractual amount and we record an allowance for doubtful accounts for the amount we estimate we may not collect. In determining the allowance for doubtful accounts, we consider historical collection experience, the age of the accounts receivable balances, the credit quality and risk of our customers, any specific customer collection issues, current economic conditions, and other factors that may impact our customers’ ability to pay. Commencing in the first quarter of 2020 and in accordance with ASU 2016-13, we also consider reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining our allowance for doubtful accounts. We write off accounts receivable balances once the receivables are no longer deemed collectible.
Trade Receivables Securitization and Factoring Programs	Trade Receivables Securitization and Factoring Programs We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program described below. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. XPO Logistics Europe SA (“XPO Logistics Europe”), one of our majority-owned subsidiaries, participates in a trade receivables securitization program co-arranged by Crédit Agricole, BNP Paribas and HSBC (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO Logistics Europe sells trade receivables that originate with wholly-owned subsidiaries of XPO Logistics Europe in the United Kingdom and France to unaffiliated entities managed by the Purchasers. The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities. We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Condensed Consolidated Balance Sheets at the date of transfer. In the securitization and factoring arrangements, any continuing involvement with the receivables is limited to servicing the receivables. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Condensed Consolidated Balance Sheets. These borrowings amounted to €98 million ($110 million) as of June 30, 2020. See Note 6—Debt for additional information on these borrowings. Under a securitization program that was terminated in July 2019, if transfers were accounted for as sales, the consideration received included a simultaneous cash payment and a deferred purchase price receivable. The deferred purchase price receivable was not a trade receivable and was recorded based on its fair value and reported within Other current assets on our Condensed Consolidated Balance Sheets. The cash payment which we received on the date of the transfer was reflected within Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows. As we received cash payments on the deferred purchase price receivable, it was reflected as an investing activity. The new program does not include a deferred purchase price mechanism. The maximum amount of net cash proceeds available at any one time under the current securitization program is €400 million (approximately $449 million as of June 30, 2020), and this amount includes any unsecured borrowings related to the program. As of June 30, 2020, €161 million (approximately $181 million) was available to us based on the level of receivables sold and outstanding as of that date. The weighted average interest rate was 0.73% as of June 30, 2020. Charges for commitment fees, which are based on a percentage of available amounts, and charges for administrative fees were not material to our results of operations for the three and six months ended June 30, 2020 and 2019. The securitization program expires in July 2022 and contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio.
Acquisition	Acquisition In March 2020, XPO Logistics Europe announced that it has entered into a definitive agreement to acquire the majority of Kuehne + Nagel’s contract logistics operations in the United Kingdom. The operations provide a range of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management, and generated annual revenues in 2019 of approximately £500 million ($639 million). The transaction is subject to customary closing conditions, including regulatory approvals. The transaction, which is expected to close in the second half of 2020, is not expected to be material to our 2020 operating results.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are: •Level 1—Quoted prices for identical instruments in active markets; •Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and •Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates. We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of June 30, 2020 and December 31, 2019 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents included money market funds valued using quoted prices in active markets. The Level 2 cash equivalents include short-term investments valued using published interest rates for instruments with similar terms and maturities. For information on the fair value hierarchy of our derivative instruments, see Note 5—Derivative Instruments and for information on financial liabilities, see Note 6—Debt.
Adoption of New Accounting Standards and Accounting Pronouncements Issued but Not Yet Effective	Adoption of New Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU, as subsequently modified, amends the incurred losses impairment method with a method that reflects expected credit losses on certain types of financial instruments, including trade receivables. We adopted this standard on January 1, 2020 and recorded an immaterial adjustment to total equity for the cumulative impact of adoption. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Under the guidance, any capitalized implementation costs would be included in prepaid expenses, amortized over the term of the hosting arrangement on a straight-line basis and presented in the same line items in the Consolidated Statement of Income as the expense for fees of the associated hosting arrangements. We adopted this standard on January 1, 2020 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements. Accounting Pronouncements Issued but Not Yet Effective In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848)—“Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance through December 31, 2022. We are currently evaluating the impact of the new guidance.
Segment Reporting	Segment Reporting We are organized into two reportable segments: Transportation and Logistics. We evaluate our performance in large part based on the various financial measures of our two reporting segments. In our Transportation segment, we provide multiple services to facilitate the movement of raw materials, parts and finished goods. We accomplish this by using our proprietary technology, third-party independent carriers and our transportation assets and service centers. Our transportation services include truck brokerage and expedite; truckload; less-than-truckload (“LTL”); last mile; intermodal and drayage; managed transportation; and global forwarding. Freight brokerage, last mile, global forwarding and managed transportation are non-asset or asset-light businesses while LTL and truckload are primarily asset-based operations. In our Logistics segment, which we also refer to as supply chain or contract logistics, we provide a wide range of services differentiated by our proprietary technology and our ability to customize solutions for individual customers. Our services include value-added warehousing and distribution, e-commerce and omnichannel fulfillment, cold-chain solutions, reverse logistics, packaging and labeling, factory support, aftermarket support, inventory management, order personalization and supply chain optimization. In addition, our Logistics segment provides engineered solutions for supply chain optimization, such as production flow management. Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results. Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reporting segments. Our chief operating decision maker (“CODM”) regularly reviews financial information at the reporting segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM. We do not provide asset information by segment to the CODM, as the majority of our assets are managed at the corporate level.
Revenue Recognition	. As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. On June 30, 2020, the fixed consideration component of our remaining performance obligation was approximately $1.6 billion, and we expect to recognize approximately 75% of that amount over the next three years and the remainder thereafter. The majority of the remaining performance obligation relates to our Logistics reportable segment. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations.
Earnings Per Share	Earnings (Loss) per ShareWe compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities consist of our Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Losses are not allocated to the preferred shares.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (d)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (c)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 18
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 4
-Subparagraph (e)
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-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

+ Details

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Organization, Description of Business and Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable Securitization and Factoring Programs

Information related to the trade receivables sold was as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2020		2019		2020		2019
Securitization programs
Receivables sold in period	$	598	$	338	$	1,289	$	661
Cash consideration	598		269		1,289		529
Deferred purchase price	—		69		—		132

Factoring programs
Receivables sold in period	$	199	$	235	$	463	$	419
Cash consideration	199		234		462		417

Summary of Carrying Value and Valuation of Financial Instruments Within the Fair-Value Hierarchy

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1		Level 2
June 30, 2020	$	1,900	$	1,900	$	1,900	$	—
December 31, 2019	144		144		127		17

The fair value of our debt and classification in the fair value hierarchy was as follows:


(In millions)	Fair Value		Level 1		Level 2
June 30, 2020	$	7,421	$	4,354	$	3,067
December 31, 2019	5,580		3,190		2,390

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2020

Segment Reporting [Abstract]

Selected Financial Data for Each Operating Segment

Selected financial data for our segments is as follows:


(In millions)	Transportation		Logistics		Corporate		Eliminations/Other		Total
Three months ended June 30, 2020
Revenue	$	2,127	$	1,404	$	—	$	(29)	$	3,502
Operating loss ⁽¹⁾	(15)		(43)		(83)		—		(141)
Depreciation and amortization	113		80		3		—		196

Three months ended June 30, 2019
Revenue	$	2,747	$	1,526	$	—	$	(35)	$	4,238
Operating income (loss) ⁽²⁾	243		61		(46)		—		258
Depreciation and amortization	108		67		5		—		180

Six months ended June 30, 2020
Revenue	$	4,586	$	2,841	$	—	$	(61)	$	7,366
Operating income (loss) ⁽³⁾	105		(5)		(160)		—		(60)
Depreciation and amortization	223		149		7		—		379

Six months ended June 30, 2019
Revenue	$	5,406	$	3,020	$	—	$	(68)	$	8,358
Operating income (loss) ⁽⁴⁾	371		107		(88)		—		390
Depreciation and amortization	224		128		8		—		360

(1)Consolidated operating loss for the three months ended June 30, 2020 includes $50 million of restructuring expense and $46 million of transaction and integration costs.

(2)Consolidated operating income for the three months ended June 30, 2019 includes $4 million of restructuring expense and $1 million of transaction and integration costs.

(3)Consolidated operating loss for the six months ended June 30, 2020 includes $90 million of transaction and integration costs and $53 million of restructuring expense.

(4)Consolidated operating income for the six months ended June 30, 2019 includes $17 million of restructuring expense and $2 million of transaction and integration costs.

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2020

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenues

We disaggregate our revenue by geographic area and service offering. Our revenue disaggregated by geographical area, based on sales office location, was as follows:


	Three Months Ended June 30, 2020
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	1,505	$	509	$	(10)	$	2,004
North America (excluding United States)	71		10		—		81
France	255		142		(3)		394
United Kingdom	125		338		(11)		452
Europe (excluding France and United Kingdom)	146		383		(4)		525
Other	25		22		(1)		46
Total	$	2,127	$	1,404	$	(29)	$	3,502


	Three Months Ended June 30, 2019
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	1,924	$	570	$	(7)	$	2,487
North America (excluding United States)	73		15		—		88
France	351		172		(6)		517
United Kingdom	186		350		(18)		518
Europe (excluding France and United Kingdom)	207		397		(4)		600
Other	6		22		—		28
Total	$	2,747	$	1,526	$	(35)	$	4,238


	Six Months Ended June 30, 2020
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	3,207	$	1,045	$	(19)	$	4,233
North America (excluding United States)	142		24		—		166
France	566		292		(6)		852
United Kingdom	307		667		(27)		947
Europe (excluding France and United Kingdom)	334		769		(7)		1,096
Other	30		44		(2)		72
Total	$	4,586	$	2,841	$	(61)	$	7,366


	Six Months Ended June 30, 2019
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	3,760	$	1,127	$	(12)	$	4,875
North America (excluding United States)	140		33		—		173
France	715		341		(11)		1,045
United Kingdom	374		685		(36)		1,023
Europe (excluding France and United Kingdom)	408		789		(8)		1,189
Other	9		45		(1)		53
Total	$	5,406	$	3,020	$	(68)	$	8,358

Our revenue disaggregated by service offering was as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2020		2019		2020		2019
Transportation segment
Freight brokerage and truckload	$	818	$	1,094	$	1,841	$	2,186
LTL	979		1,261		2,114		2,440
Last mile⁽¹⁾	218		212		419		436
Managed transportation	74		142		157		266
Global forwarding	76		78		137		155
Transportation eliminations	(38)		(40)		(82)		(77)
Total Transportation segment revenue	2,127		2,747		4,586		5,406
Total Logistics segment revenue	1,404		1,526		2,841		3,020
Intersegment eliminations	(29)		(35)		(61)		(68)
Total revenue	$	3,502	$	4,238	$	7,366	$	8,358

(1) Comprised of our North American last mile operations.

Restructuring Charges (Tables)

6 Months Ended

Jun. 30, 2020

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Related Activity

Restructuring charges were recorded on our Condensed Consolidated Statements of (Loss) Income as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2020		2019		2020		2019
Cost of transportation and services	$	1	$	—	$	1	$	3
Direct operating expense	6		—		6		—
Sales, general and administrative expense	43		4		46		14
Total	$	50	$	4	$	53	$	17

Our restructuring-related activity was as follows:


			Six Months Ended June 30, 2020
(In millions)	Reserve Balance as of December 31, 2019		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of June 30, 2020
Severance
Transportation	$	12	$	18	$	(11)	$	(1)	$	18
Logistics	11		21		(7)		1		26
Corporate	2		8		(4)		—		6
Total severance	25		47		(22)		—		50
Facilities
Transportation	—		6		—		(1)		5
Total	$	25	$	53	$	(22)	$	(1)	$	55

Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position

The fair value of our derivative instruments and the related notional amounts was as follows:


	June 30, 2020
			Derivative Assets				Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	135	Other current assets	$	—	Other current liabilities	$	(5)
Cross-currency swap agreements	1,074		Other long-term assets	13		Other long-term liabilities	(2)
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	(5)
Derivatives not designated as hedges
Foreign currency option contracts	212		Other current assets	1		Other current liabilities	—
Total				$	14		$	(12)


	December 31, 2019
			Derivative Assets				Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	1,233	Other long-term assets	$	—	Other long-term liabilities	$	(18)
Interest rate swap	2,003		Other current assets	—		Other current liabilities	(7)
Derivatives not designated as hedges
Foreign currency option contracts	365		Other current assets	1		Other current liabilities	—
Total				$	1		$	(25)

Schedule of Gains and Losses Recognized on the Balance Sheet for Derivative Instruments

The effect of derivative and nonderivative instruments designated as hedges on our Condensed Consolidated Statements of (Loss) Income was as follows:


	Amount of (Loss) Gain Recognized in Other Comprehensive Income on Derivatives						Amount of Loss Reclassified from AOCI into Net (Loss) Income						Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended June 30,
(In millions)	2020		2019		2020		2019		2020		2019
Derivatives designated as cash flow hedges
Cross-currency swap agreements	$	(3)	$	(1)	$	(3)	$	(3)	$	—	$	—
Interest rate swaps	—		5		—		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	(19)		(7)		—		—		—		3
Total	$	(22)	$	(3)	$	(3)	$	(3)	$	—	$	3


	Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivatives						Amount of Gain Reclassified from AOCI into Net (Loss) Income						Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Six Months Ended June 30,
(In millions)	2020		2019		2020		2019		2020		2019
Derivatives designated as cash flow hedges
Cross-currency swap agreements	$	5	$	5	$	—	$	2	$	—	$	—
Interest rate swaps	(5)		(1)		—		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	19		28		—		—		4		5
Total	$	19	$	32	$	—	$	2	$	4	$	5

Debt (Tables)

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Schedule of Debt


	June 30, 2020						December 31, 2019
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
ABL facility	$	600	$	600	$	—	$	—
Term loan facility	2,003		1,971		2,003		1,969
6.50% Senior notes due 2022	1,200		1,194		1,200		1,192
6.125% Senior notes due 2023	535		531		535		530
6.75% Senior notes due 2024	1,000		988		1,000		987
6.25% Senior notes due 2025	1,150		1,137		—		—
6.70% Senior debentures due 2034	300		209		300		208
Borrowings related to securitization program	110		110		—		—
Finance leases, asset financing and other	397		397		380		380
Total debt	7,295		7,137		5,418		5,266
Short-term borrowings and current maturities of long-term debt	198		198		84		84
Long-term debt	$	7,097	$	6,939	$	5,334	$	5,182

Schedule of Fair Value of Debt

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1		Level 2
June 30, 2020	$	1,900	$	1,900	$	1,900	$	—
December 31, 2019	144		144		127		17

The fair value of our debt and classification in the fair value hierarchy was as follows:


(In millions)	Fair Value		Level 1		Level 2
June 30, 2020	$	7,421	$	4,354	$	3,067
December 31, 2019	5,580		3,190		2,390

- 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.

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+ Details

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Schedule of Shares Repurchased

Information regarding our shares repurchased, based on settlement date, is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2020		2019		2020		2019
	2019 Program		2019 Program		2019 Program		2019 Program		2018 Program
Shares purchased and retired	—		2		2		17		8
Aggregate value	$	—	$	120	$	114	$	883	$	464
Average price per share	$	—	$	56.78	$	66.58	$	50.70	$	59.47
Remaining authorization	$	503	$	617	$	503	$	617	$	—

Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2020		2019		2020		2019
Basic (loss) earnings per common share
Net (loss) income attributable to XPO	$	(131)	$	135	$	(108)	$	182
Series A preferred stock dividends	(1)		—		(2)		(1)
Non-cash allocation of undistributed loss (earnings)	—		(13)		—		(16)
Net (loss) income attributable to common shares, basic	$	(132)	$	122	$	(110)	$	165

Basic weighted-average common shares	91		92		92		100
Basic (loss) earnings per share	$	(1.45)	$	1.32	$	(1.20)	$	1.66

Diluted (loss) earnings per common share
Net (loss) income attributable to common shares, diluted	$	(132)	$	122	$	(110)	$	165

Basic weighted-average common shares	91		92		92		100
Dilutive effect of non-participating stock-based awards	—		10		—		10
Diluted weighted-average common shares	91		102		92		110

Diluted (loss) earnings per share	$	(1.45)	$	1.19	$	(1.20)	$	1.51

Potential common shares excluded	20		10		21		10

Organization, Description of Business and Basis of Presentation - Narrative (Details) £ in Millions	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2020 USD ($) segment	Jun. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 GBP (£)	Jun. 30, 2020 EUR (€)
Variable Interest Entity [Line Items]
Number of reportable segments \| segment		2
Long-term debt		$ 6,939,000,000		$ 5,182,000,000
Realization of cash on deferred purchase price receivable	$ 66,000,000	0	$ 137,000,000
Carrying Value
Variable Interest Entity [Line Items]
Long-term debt		6,939,000,000		5,182,000,000
Kuehne and Nagel Contract Logistics Operations \| XPO Logistics Europe
Variable Interest Entity [Line Items]
Actual revenues recorded by acquired company				639,000,000	£ 500
Other long-term assets
Variable Interest Entity [Line Items]
Restricted cash included in other long-term assets		10,000,000		10,000,000
Affiliated Entity \| XPO Collections Designated Activity Company Limited \| Trade Receivables Securitization Program Two
Variable Interest Entity [Line Items]
Aggregate maximum borrowing capacity		449,000,000				€ 400,000,000
Remaining borrowing availability		$ 181,000,000				€ 161,000,000
Weighted average interest rate		0.73%				0.73%
Trade Receivables Securitization \| Carrying Value
Variable Interest Entity [Line Items]
Long-term debt		$ 110,000,000		$ 0		€ 98,000,000

Organization, Description of Business and Basis of Presentation - Schedule of Accounts Receivable Securitization and Factoring Programs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Securitization programs
Receivables sold in period	$ 598	$ 338	$ 1,289	$ 661
Cash consideration	598	269	1,289	529
Deferred purchase price	0	69	0	132
Factoring programs
Receivables sold in period	199	235	463	419
Cash consideration	$ 199	$ 234	$ 462	$ 417

Organization, Description of Business and Basis of Presentation - Schedule of Financial Instruments Within the Fair Value Hierarchy (Details) - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 1,900	$ 144
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	1,900	144
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	1,900	127
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 17

Segment Reporting - Narrative (Details) $ in Millions	3 Months Ended		6 Months Ended
Segment Reporting - Narrative (Details) $ in Millions	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 USD ($) segment	Jun. 30, 2019 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| segment			2
Restructuring expense	$ 50	$ 4	$ 53	$ 17
Transaction and integration costs	$ 46	$ 1	$ 90	$ 2

Segment Reporting - Selected Financial Data for Each of Operating Segments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Segment Reporting Information [Line Items]
Revenue	$ 3,502	$ 4,238	$ 7,366	$ 8,358
Operating income (loss)	(141)	258	(60)	390
Depreciation and amortization	196	180	379	360
Operating Segments \| Transportation
Segment Reporting Information [Line Items]
Revenue	2,127	2,747	4,586	5,406
Operating income (loss)	(15)	243	105	371
Depreciation and amortization	113	108	223	224
Operating Segments \| Logistics
Segment Reporting Information [Line Items]
Revenue	1,404	1,526	2,841	3,020
Operating income (loss)	(43)	61	(5)	107
Depreciation and amortization	80	67	149	128
Corporate
Segment Reporting Information [Line Items]
Revenue	0	0	0	0
Operating income (loss)	(83)	(46)	(160)	(88)
Depreciation and amortization	3	5	7	8
Eliminations/Other
Segment Reporting Information [Line Items]
Revenue	(29)	(35)	(61)	(68)
Operating income (loss)	0	0	0	0
Depreciation and amortization	$ 0	$ 0	$ 0	$ 0

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Revenue Recognition - Disaggregation of Revenue by Geographical Area (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 3,502	$ 4,238	$ 7,366	$ 8,358
United States
Disaggregation of Revenue [Line Items]
Revenue	2,004	2,487	4,233	4,875
North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	81	88	166	173
France
Disaggregation of Revenue [Line Items]
Revenue	394	517	852	1,045
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	452	518	947	1,023
Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	525	600	1,096	1,189
Other
Disaggregation of Revenue [Line Items]
Revenue	46	28	72	53
Eliminations/Other
Disaggregation of Revenue [Line Items]
Revenue	(29)	(35)	(61)	(68)
Eliminations/Other \| United States
Disaggregation of Revenue [Line Items]
Revenue	(10)	(7)	(19)	(12)
Eliminations/Other \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Eliminations/Other \| France
Disaggregation of Revenue [Line Items]
Revenue	(3)	(6)	(6)	(11)
Eliminations/Other \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	(11)	(18)	(27)	(36)
Eliminations/Other \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	(4)	(4)	(7)	(8)
Eliminations/Other \| Other
Disaggregation of Revenue [Line Items]
Revenue	(1)	0	(2)	(1)
Transportation
Disaggregation of Revenue [Line Items]
Revenue	2,127	2,747	4,586	5,406
Transportation \| United States
Disaggregation of Revenue [Line Items]
Revenue	1,505	1,924	3,207	3,760
Transportation \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	71	73	142	140
Transportation \| France
Disaggregation of Revenue [Line Items]
Revenue	255	351	566	715
Transportation \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	125	186	307	374
Transportation \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	146	207	334	408
Transportation \| Other
Disaggregation of Revenue [Line Items]
Revenue	25	6	30	9
Transportation \| Eliminations/Other
Disaggregation of Revenue [Line Items]
Revenue	(38)	(40)	(82)	(77)
Logistics
Disaggregation of Revenue [Line Items]
Revenue	1,404	1,526	2,841	3,020
Logistics \| United States
Disaggregation of Revenue [Line Items]
Revenue	509	570	1,045	1,127
Logistics \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	10	15	24	33
Logistics \| France
Disaggregation of Revenue [Line Items]
Revenue	142	172	292	341
Logistics \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	338	350	667	685
Logistics \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	383	397	769	789
Logistics \| Other
Disaggregation of Revenue [Line Items]
Revenue	$ 22	$ 22	$ 44	$ 45

Revenue Recognition - Disaggregation of Revenue by Products and Services (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	$ 3,502	$ 4,238	$ 7,366	$ 8,358
Total revenue	3,502	4,238	7,366	8,358
Eliminations/Other
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	(29)	(35)	(61)	(68)
Total revenue	(29)	(35)	(61)	(68)
Transportation
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	2,127	2,747	4,586	5,406
Transportation \| Freight brokerage and truckload
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	818	1,094	1,841	2,186
Transportation \| LTL
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	979	1,261	2,114	2,440
Transportation \| Last mile
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	218	212	419	436
Transportation \| Managed transportation
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	74	142	157	266
Transportation \| Global forwarding
Disaggregation of Revenue [Line Items]
Revenue, including assessed taxes	76	78	137	155
Transportation \| Eliminations/Other
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	(38)	(40)	(82)	(77)
Logistics
Disaggregation of Revenue [Line Items]
Revenue, excluding assessed taxes	$ 1,404	$ 1,526	$ 2,841	$ 3,020

Revenue Recognition - Performance Obligations (Details) $ in Billions	Jun. 30, 2020 USD ($)
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	$ 1.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	75.00%
Performance obligations expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
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 Charges Recorded on Statements of Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 50	$ 4	$ 53	$ 17
Cost of transportation and services
Restructuring Cost and Reserve [Line Items]
Restructuring charges	1	0	1	3
Direct operating expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges	6	0	6	0
Sales, general and administrative expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 43	$ 4	$ 46	$ 14

Restructuring Charges - Schedule of Restructuring Related Activity (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Restructuring Reserve [Roll Forward]
Reserve, beginning balance			$ 25
Charges Incurred	$ 50	$ 4	53	$ 17
Payments			(22)
Foreign Exchange and Other			(1)
Reserve, ending balance	55		55
Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance			25
Charges Incurred			47
Payments			(22)
Foreign Exchange and Other			0
Reserve, ending balance	50		50
Transportation
Restructuring Reserve [Roll Forward]
Reserve, beginning balance			0
Charges Incurred			6
Payments			0
Foreign Exchange and Other			(1)
Reserve, ending balance	5		5
Operating Segments \| Transportation \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance			12
Charges Incurred			18
Payments			(11)
Foreign Exchange and Other			(1)
Reserve, ending balance	18		18
Operating Segments \| Logistics \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance			11
Charges Incurred			21
Payments			(7)
Foreign Exchange and Other			1
Reserve, ending balance	26		26
Corporate \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance			2
Charges Incurred			8
Payments			(4)
Foreign Exchange and Other			0
Reserve, ending balance	$ 6		$ 6

Restructuring Charges - Narrative (Details) $ in Millions	Dec. 31, 2020 USD ($)
Minimum \| Forecast [Member]
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs	$ 15

Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position (Details) - Level 2 - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Derivatives, Fair Value [Line Items]
Derivative Assets	$ 14	$ 1
Derivative Liabilities	(12)	(25)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	135
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(5)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Long Term Assets and Other Long Term Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	1,074	1,233
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative Assets	13	0
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(2)	(18)
Derivatives designated as hedges \| Interest rate swap \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	2,003	2,003
Derivatives designated as hedges \| Interest rate swap \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0	0
Derivatives designated as hedges \| Interest rate swap \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(5)	(7)
Derivatives not designated as hedges \| Foreign currency option contracts \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	212	365
Derivatives not designated as hedges \| Foreign currency option contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	1	1
Derivatives not designated as hedges \| Foreign currency option contracts \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ 0	$ 0

Derivative Instruments - Schedule of Gains and Losses Recognized on the Statements of Income for Derivative Instruments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	$ (22)	$ (3)	$ 19	$ 32
Amount of Gain (Loss) Reclassified from AOCI into Net (Loss) Income	(3)	(3)	0	2
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	3	4	5
Cross-currency swap agreements \| Derivatives designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	(3)	(1)	5	5
Amount of Gain (Loss) Reclassified from AOCI into Net (Loss) Income	(3)	(3)	0	2
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	0	0	0
Cross-currency swap agreements \| Derivatives not designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	(19)	(7)	19	28
Amount of Gain (Loss) Reclassified from AOCI into Net (Loss) Income	0	0	0	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	3	4	5
Interest rate swap \| Derivatives designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	0	5	(5)	(1)
Amount of Gain (Loss) Reclassified from AOCI into Net (Loss) Income	0	0	0	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	$ 0	$ 0	$ 0	$ 0

Derivative Instruments - Narrative (Details) - Derivatives not designated as hedges - Foreign currency option and forward contracts - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Derivative [Line Items]
Pre-tax gain (loss) recognized in earnings	$ (2)	$ (8)	$ 2	$ (10)
Maximum
Derivative [Line Items]
Derivative, term of contract			12 months

Debt - Schedule of Long-term Debt (Details) € in Millions, $ in Millions	Jun. 30, 2020 USD ($)	Jun. 30, 2020 EUR (€)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Total debt, principal balance	$ 7,295		$ 5,418
Short-term debt and current maturities of long-term debt, principal balance	198		84
Long-term debt excluding current maturities, principal balance	7,097		5,334
Long-term debt, carrying value	6,939		5,182
Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	6,939		5,182
Total debt, carrying value	7,137		5,266
Short-term debt and current maturities of long-term debt, carrying value	198		84
Term loan facility
Debt Instrument [Line Items]
Long-term debt, principal balance	2,003		2,003
Term loan facility \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	1,971		1,969
6.50% Senior notes due 2022
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 1,200		1,200
Stated interest rate	6.50%	6.50%
6.50% Senior notes due 2022 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 1,194		1,192
6.125% Senior notes due 2023
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 535		535
Stated interest rate	6.125%	6.125%
6.125% Senior notes due 2023 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 531		530
6.75% Senior notes due 2024
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 1,000		1,000
Stated interest rate	6.75%	6.75%
6.75% Senior notes due 2024 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 988		987
6.25% Senior notes due 2025
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 1,150		0
Stated interest rate	6.25%	6.25%
6.25% Senior notes due 2025 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 1,137		0
6.70% Senior debentures due 2034
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 300		300
Stated interest rate	6.70%	6.70%
6.70% Senior debentures due 2034 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 209		208
Finance leases, asset financing and other
Debt Instrument [Line Items]
Finance leases, asset financing and other	397		380
Finance leases, asset financing and other \| Carrying Value
Debt Instrument [Line Items]
Finance leases, asset financing and other	397		380
ABL facility
Debt Instrument [Line Items]
Long-term debt, principal balance	600		0
ABL facility \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	600		0
Borrowings related to securitization program
Debt Instrument [Line Items]
Long-term debt, principal balance	110		0
Borrowings related to securitization program \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 110	€ 98	$ 0

Debt - Fair Value of Debt (Details) - USD ($) $ in Millions	Jun. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Fair value of debt	$ 7,421	$ 5,580
Level 1
Debt Instrument [Line Items]
Fair value of debt	4,354	3,190
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 3,067	$ 2,390

Debt - ABL Facility (Details) - ABL facility	6 Months Ended
Debt - ABL Facility (Details) - ABL facility	Jun. 30, 2020 USD ($)
Debt Instrument [Line Items]
Line of credit facility, borrowing base	$ 969,000,000
Remaining borrowing availability	354,000,000
Line of credit facility, amount drawn	$ 15,000,000
Average interest rate on outstanding borrowings	1.44%

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Debt - Secured Debt (Details) - USD ($)	Apr. 03, 2020	Jun. 30, 2020
Secured Term Loan Facility
Debt Instrument [Line Items]
Aggregate maximum borrowing capacity	$ 150,000,000
Uncommitted Secured Letter of Credit Facility
Debt Instrument [Line Items]
Aggregate maximum borrowing capacity	$ 200,000,000	$ 199,000,000
LIBOR \| Minimum \| Secured Term Loan Facility
Debt Instrument [Line Items]
Variable rate on credit facilities	3.00%
LIBOR \| Maximum \| Secured Term Loan Facility
Debt Instrument [Line Items]
Variable rate on credit facilities	4.50%
Base Rate \| Minimum \| Secured Term Loan Facility
Debt Instrument [Line Items]
Variable rate on credit facilities	2.00%
Base Rate \| Maximum \| Secured Term Loan Facility
Debt Instrument [Line Items]
Variable rate on credit facilities	3.50%

Debt - Term Loan Facility (Details) - USD ($)	1 Months Ended
Debt - Term Loan Facility (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2020	Dec. 31, 2019
Incremental Loan Facility
Debt Instrument [Line Items]
Proceeds from issuance of debt	$ 500,000,000
Debt issued as a percentage of par value		99.50%
Annual effective interest rate		2.69%
Term Loan Facility
Debt Instrument [Line Items]
Annual effective interest rate		2.18%
Term Loan Facility
Debt Instrument [Line Items]
Long-term debt, principal balance		$ 2,003,000,000	$ 2,003,000,000

Debt - Senior Notes (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Feb. 28, 2019
6.25% Senior notes due 2025
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 1,150,000,000	$ 0
Stated interest rate	6.25%
6.75% Senior notes due 2024
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 1,000,000,000	$ 1,000,000,000
Stated interest rate	6.75%
Senior Notes \| 6.25% Senior notes due 2025
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 1,150,000,000
Debt instrument face amount	850,000,000
Amount of debt issued as a percentage of par	$ 300,000,000
Debt issued as a percentage of par value	101.75%
Senior Notes \| 6.75% Senior notes due 2024
Debt Instrument [Line Items]
Debt instrument face amount			$ 1,000,000,000.0
Stated interest rate			6.75%

Stockholders' Equity - Narrative (Details) - USD ($)	Jun. 30, 2020	Feb. 28, 2019	Dec. 31, 2018
Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock liquidation preference percentage	4.00%
2019 Program
Class of Stock [Line Items]
Stock repurchase program authorized amount		$ 1,500,000,000
2018 Program
Class of Stock [Line Items]
Stock repurchase program authorized amount			$ 1,000,000,000

Stockholders' Equity - Schedule of Shares Repurchased (Details) - USD ($) $ / shares in Units, shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
2019 Program
Equity, Class of Treasury Stock [Line Items]
Shares repurchased and retired (in shares)	0	2	2	17
Aggregate value	$ 0	$ 120,000,000	$ 114,000,000	$ 883,000,000
Average price per share (in usd per share)	$ 0	$ 56.78	$ 66.58	$ 50.70
Remaining authorization	$ 503,000,000	$ 617,000,000	$ 503,000,000	$ 617,000,000
2018 Program
Equity, Class of Treasury Stock [Line Items]
Shares repurchased and retired (in shares)				8
Aggregate value				$ 464,000,000
Average price per share (in usd per share)				$ 59.47
Remaining authorization		$ 0		$ 0

Earnings (Loss) Per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Basic (loss) earnings per common share
Net (loss) income attributable to XPO	$ (131)	$ 135	$ (108)	$ 182
Series A preferred stock dividends	(1)	0	(2)	(1)
Non-cash allocation of undistributed loss (earnings)	0	(13)	0	(16)
Net (loss) income attributable to common shares, basic	$ (132)	$ 122	$ (110)	$ 165
Basic weighted-average common shares (in shares)	91	92	92	100
Basic (loss) earnings per share (in dollars per share)	$ (1.45)	$ 1.32	$ (1.20)	$ 1.66
Diluted (loss) earnings per common share
Net (loss) income attributable to common shares, diluted	$ (132)	$ 122	$ (110)	$ 165
Basic weighted-average common shares (in shares)	91	92	92	100
Dilutive effect of non-participating stock-based awards and equity forward (in shares)	0	10	0	10
Diluted weighted-average common shares (in shares)	91	102	92	110
Diluted (loss) earnings per share (in dollars per share)	$ (1.45)	$ 1.19	$ (1.20)	$ 1.51
Potential common shares excluded (in shares)	20	10	21	10