0001166003-21-000058 | 10-Q | XBRL Viewer

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2021

Selected Financial Data for Each Operating Segment

Selected financial data for our segments is as follows:


(In millions)	Transportation		Logistics		Corporate		Eliminations/Other		Total










Three months ended March 31, 2021
Revenue	$	2,989	$	1,818	$	—	$	(33)	$	4,774
Operating income (loss) (1)	209		68		(75)		—		202
Depreciation and amortization	115		74		3		—		192

Three months ended March 31, 2020
Revenue	$	2,459	$	1,437	$	—	$	(32)	$	3,864
Operating income (loss) (2)	120		38		(77)		—		81
Depreciation and amortization	110		69		4		—		183

(1)Consolidated operating income for the three months ended March 31, 2021 includes $18 million of transaction and integration costs and $4 million of restructuring expense. $1 million of the transaction and integration costs relate to our Transportation segment, $5 million relate to our Logistics segment and $12 million relate to Corporate.

(2)Consolidated operating income for the three months ended March 31, 2020 includes $44 million of transaction and integration costs and $3 million of restructuring expense. $7 million of the transaction and integration costs relate to our Transportation segment, $7 million relate to our Logistics segment and $30 million relate to Corporate.

Debt - Senior Notes (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
Debt - Senior Notes (Details) - USD ($) $ in Millions	Jan. 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Debt Instrument [Line Items]
Debt extinguishment loss		$ 8	$ 0
6.50% Senior notes due 2022
Debt Instrument [Line Items]
Stated interest rate		6.50%
Redemption price (percentage)	100.00%
Debt extinguishment loss	$ 5

Debt - Fair Value of Debt (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Fair value of debt	$ 5,590	$ 7,094
Level 1
Debt Instrument [Line Items]
Fair value of debt	3,190	4,431
Level 2
Debt Instrument [Line Items]
Fair value of debt	$ 2,400	$ 2,663

Organization, Description of Business and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Trade Receivables Securitization and Factoring Programs	Trade Receivables Securitization and Factoring Programs We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. We also sell trade accounts receivable under a securitization program described below. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. XPO Logistics Europe SA (“XPO Logistics Europe”), one of our majority-owned subsidiaries, participates in a trade receivables securitization program co-arranged by three European banks (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO Logistics Europe sells trade receivables that originate with wholly-owned subsidiaries of XPO Logistics Europe in the United Kingdom and France to unaffiliated entities managed by the Purchasers. The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities. We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Condensed Consolidated Balance Sheets at the date of transfer. In the securitization and factoring arrangements, our continuing involvement is limited to servicing the receivables. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Condensed Consolidated Balance Sheets. We had no such borrowings outstanding as of March 31, 2021 and had borrowings of €41 million ($50 million) as of December 31, 2020. See Note 7—Debt for additional information on these borrowings. The maximum amount of net cash proceeds available at any one time under the securitization program, inclusive of any unsecured borrowings, is €400 million (approximately $469 million as of March 31, 2021). As of March 31, 2021, €82 million (approximately $96 million) was available to us, subject to having sufficient receivables available to sell to the Purchasers. The weighted average interest rate was 0.58% as of March 31, 2021. Charges for commitment fees, which are based on a percentage of available amounts, and charges for administrative fees were not material to our results of operations for the three months ended March 31, 2021 and 2020.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are: •Level 1—Quoted prices for identical instruments in active markets; •Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and •Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates. We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of March 31, 2021 and December 31, 2020 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets. For information on the fair value hierarchy of our derivative instruments, see Note 6—Derivative Instruments and for information on financial liabilities, see Note 7—Debt.
Adoption of New Accounting Standards and Accounting Pronouncements Issued but Not Yet Effective	Adoption of New Accounting Standard In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. We adopted this standard on January 1, 2021 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements. Accounting Pronouncement Issued but Not Yet Effective In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance through December 31, 2022. We are currently evaluating the impact of the new guidance.
Segment Reporting	Segment Reporting We are organized into two reportable segments: Transportation and Logistics. We evaluate our performance in large part based on the various financial measures of our two reporting segments. In our Transportation segment, we provide multiple services to facilitate the movement of raw materials, parts and finished goods. We accomplish this by using our proprietary technology, third-party independent carriers and our transportation assets and service centers. Our transportation services include LTL, truck brokerage services and other transportation services. In our Logistics segment, which we sometimes refer to as supply chain, we provide a wide range of services differentiated by our proprietary technology and our ability to customize solutions for individual customers. Our services include value-added warehousing and distribution, e-commerce and omnichannel fulfillment, cold-chain logistics, packaging and labeling, factory support, aftermarket support, inventory management, order personalization and supply chain optimization, such as product flow management. In addition, our Logistics segment provides reverse logistics, which is also called returns management. Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results. Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reporting segments. Our chief operating decision maker (“CODM”) regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, in segment results reported to the CODM. We do not provide asset information by segment to the CODM.
Revenue Recognition	. As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. On March 31, 2021, the fixed consideration component of our remaining performance obligation was approximately $2.1 billion, and we expect to recognize approximately 66% of that amount over the next three years and the remainder thereafter. The remaining performance obligation at March 31, 2021 includes contracts related to the Kuehne + Nagel acquisition. The majority of the remaining performance obligation relates to our Logistics reportable segment. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations.
Earnings Per Share	Earnings per ShareWe compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities in 2020 consisted of our Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Losses are not allocated to the preferred shares. As discussed in Note 8—Stockholders’ Equity, we recorded a preferred stock conversion charge in December 2020 in connection with the conversion of our Series A preferred stock.

- 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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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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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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-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

+ Details

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Revenue Recognition - Performance Obligations (Details) $ in Billions	Mar. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 2.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	66.00%
Performance obligations expected to be satisfied, expected timing	3 years

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Mar. 31, 2021
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Series A Convertible Perpetual Preferred Stock and Warrants In 2011, we issued 75,000 shares of the Series A Preferred Stock with an initial liquidation preference of $1,000 per share which are convertible into shares of our common stock at a conversion price of $7.00 per common share (subject to customary anti-dilution adjustments). We also issued warrants exercisable for shares of our common stock at an initial exercise price of $7.00 per common share (subject to customary anti-dilution adjustments). Our preferred stock pays quarterly cash dividends equal to the greater of: (i) the “as-converted” dividends on our underlying common stock for the relevant quarter and (ii) 4% of the then-applicable liquidation preference per annum. In December 2020, some holders of our convertible preferred stock exchanged their holdings for a combination of our common stock, based on the stated conversion price, and a lump-sum payment that represents an approximation of the net present value of the future dividends payable on the preferred stock. Additionally, some holders of our warrants exchanged (or committed to exchange subject to the satisfaction of certain customary closing conditions) their holdings, including Jacobs Private Equity, LLC, an entity controlled by the Company’s chairman and chief executive officer, for a number of shares of our common stock equal to the number of shares of common stock that such holder would be entitled to receive upon an exercise of the warrants less the number of shares of common stock that have an approximate value equal to the exercise price of the warrants. With respect to the preferred stock, through December 31, 2020, 69,445 shares were exchanged, and we issued 9.9 million shares of common stock and paid $22 million of cash. With respect to the warrants, through December 31, 2020, 0.3 million warrants were exchanged, and we issued 0.3 million shares of common stock. In the first quarter of 2021, 975 preferred shares were exchanged, and we issued 0.1 million shares of common stock. With respect to the warrants, in the first quarter of 2021, 9.8 million warrants were exchanged, and we issued 9.2 million shares of common stock. These exchanges are intended to simplify our equity capital structure, including in contemplation of our previously announced plan to pursue a spin-off of our Logistics segment. As of March 31, 2021, 40 shares of preferred stock remain outstanding, which are convertible into 5,714 shares of our common stock, and no warrants are outstanding. Share Repurchases In February 2019, our Board of Directors authorized additional repurchases of up to $1.5 billion of our common stock. Our share repurchase authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business conditions, market conditions, alternative investment opportunities and funding considerations. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. In the first quarter of 2020, we purchased and retired 2 million shares at an aggregate value of $114 million. The share purchases were funded by our available cash and proceeds from our 2019 debt offerings. There were no share purchases in the first quarter of 2021. Our remaining share repurchase authorization was $503 million as of March 31, 2021.

Revenue Recognition - Disaggregation of Revenue by Geographical Area (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 4,774	$ 3,864
United States
Disaggregation of Revenue [Line Items]
Revenue	2,693	2,229
North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	104	85
France
Disaggregation of Revenue [Line Items]
Revenue	519	458
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	746	495
Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	673	571
Other
Disaggregation of Revenue [Line Items]
Revenue	39	26
Eliminations
Disaggregation of Revenue [Line Items]
Revenue	(33)	(32)
Eliminations \| United States
Disaggregation of Revenue [Line Items]
Revenue	(9)	(9)
Eliminations \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	0	0
Eliminations \| France
Disaggregation of Revenue [Line Items]
Revenue	(3)	(3)
Eliminations \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	(15)	(16)
Eliminations \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	(5)	(3)
Eliminations \| Other
Disaggregation of Revenue [Line Items]
Revenue	(1)	(1)
Transportation \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue	2,989	2,459
Transportation \| Operating Segments \| United States
Disaggregation of Revenue [Line Items]
Revenue	2,118	1,702
Transportation \| Operating Segments \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	90	71
Transportation \| Operating Segments \| France
Disaggregation of Revenue [Line Items]
Revenue	342	311
Transportation \| Operating Segments \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	209	182
Transportation \| Operating Segments \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	213	188
Transportation \| Operating Segments \| Other
Disaggregation of Revenue [Line Items]
Revenue	17	5
Transportation \| Eliminations
Disaggregation of Revenue [Line Items]
Revenue	(59)	(44)
Logistics \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue	1,818	1,437
Logistics \| Operating Segments \| United States
Disaggregation of Revenue [Line Items]
Revenue	584	536
Logistics \| Operating Segments \| North America (excluding United States)
Disaggregation of Revenue [Line Items]
Revenue	14	14
Logistics \| Operating Segments \| France
Disaggregation of Revenue [Line Items]
Revenue	180	150
Logistics \| Operating Segments \| United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	552	329
Logistics \| Operating Segments \| Europe (excluding France and United Kingdom)
Disaggregation of Revenue [Line Items]
Revenue	465	386
Logistics \| Operating Segments \| Other
Disaggregation of Revenue [Line Items]
Revenue	$ 23	$ 22

Restructuring Charges

3 Months Ended

Mar. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring Charges

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

We recorded restructuring charges of $4 million and $3 million in Sales, general and administrative expense on our Condensed Consolidated Statements of Income for the first three months of 2021 and 2020, respectively.

Our restructuring-related activity was as follows:


			Three Months Ended March 31, 2021
(In millions)	Reserve Balance as of December 31, 2020		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of March 31, 2021
Severance
Transportation	$	7	$	1	$	(4)	$	—	$	4
Logistics	19		—		(4)		(1)		14
Corporate	2		3		(1)		—		4
Total severance	28		4		(9)		(1)		22
Facilities
Transportation	5		—		—		—		5

Total facilities	5		—		—		—		5
Total	$	33	$	4	$	(9)	$	(1)	$	27

We expect the majority of the cash outlays related to the charges incurred in the first quarter of 2021 will be complete within twelve months.

Organization, Description of Business and Basis of Presentation - Narrative (Details)	1 Months Ended	3 Months Ended
	Dec. 31, 2020 USD ($)	Mar. 31, 2021 USD ($) segment bank	Mar. 31, 2021 EUR (€)	Dec. 31, 2020 EUR (€)
Variable Interest Entity [Line Items]
Number of reportable segments \| segment		2
Number of banks \| bank		3
Long-term debt	$ 5,369,000,000	$ 5,162,000,000
Logistics
Variable Interest Entity [Line Items]
Spin-off percentage of segment	1
Carrying Value
Variable Interest Entity [Line Items]
Long-term debt	$ 5,369,000,000	5,162,000,000
Other long-term assets
Variable Interest Entity [Line Items]
Restricted cash included in other long-term assets	11,000,000	11,000,000
Affiliated Entity \| XPO Collections Designated Activity Company Limited \| Trade Receivables Securitization Program Two
Variable Interest Entity [Line Items]
Aggregate maximum borrowing capacity		469,000,000	€ 400,000,000
Remaining borrowing availability		$ 96,000,000	€ 82,000,000
Weighted average interest rate		0.58%	0.58%
Trade Receivables Securitization \| Carrying Value
Variable Interest Entity [Line Items]
Long-term debt	$ 50,000,000	$ 0		€ 41,000,000

Debt - Term Loan Facility (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
Debt - Term Loan Facility (Details) - USD ($) $ in Millions	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Debt extinguishment loss	$ 8	$ 0
Term Loan Facility
Debt Instrument [Line Items]
Annual effective interest rate	1.86%
Debt extinguishment loss	$ 3
Term Loan Facility \| First Tranche
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 2,003		$ 1,503
Term Loan Facility \| Second Tranche
Debt Instrument [Line Items]
Long-term debt, principal balance			$ 500
Term Loan Facility \| Base Rate \| First Tranche
Debt Instrument [Line Items]
Variable rate on credit facilities	0.75%		1.00%
Term Loan Facility \| Base Rate \| Second Tranche
Debt Instrument [Line Items]
Variable rate on credit facilities			1.50%
Term Loan Facility \| LIBOR \| First Tranche
Debt Instrument [Line Items]
Variable rate on credit facilities	1.75%		2.00%
Term Loan Facility \| LIBOR \| Second Tranche
Debt Instrument [Line Items]
Variable rate on credit facilities			2.50%

Acquisition	3 Months Ended
Acquisition	Mar. 31, 2021
Business Combinations [Abstract]
Acquisition	AcquisitionIn January 2021, our XPO Logistics Europe subsidiary acquired the majority of Kuehne + Nagel’s contract logistics operations in the United Kingdom and Ireland, which generated annual revenues in 2020 of approximately £450 million ($585 million). The operations, which provide a range of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management, are included in our Logistics segment from the acquisition date. Pro forma results of operations for this acquisition have not been presented as it is not material to the condensed consolidated results of operations.

Organization, Description of Business and Basis of Presentation - Schedule of Financial Instruments Within the Fair Value Hierarchy (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 249	$ 1,738
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	249	1,738
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 249	$ 1,738

Segment Reporting - Selected Financial Data for Each of Operating Segments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting Information [Line Items]
Revenue	$ 4,774	$ 3,864
Operating income (loss)	202	81
Depreciation and amortization	192	183
Transaction and integration costs	18	44
Restructuring expense	4	3
Operating Segments \| Transportation
Segment Reporting Information [Line Items]
Revenue	2,989	2,459
Operating income (loss)	209	120
Depreciation and amortization	115	110
Transaction and integration costs	1	7
Operating Segments \| Logistics
Segment Reporting Information [Line Items]
Revenue	1,818	1,437
Operating income (loss)	68	38
Depreciation and amortization	74	69
Transaction and integration costs	5	7
Corporate
Segment Reporting Information [Line Items]
Revenue	0	0
Operating income (loss)	(75)	(77)
Depreciation and amortization	3	4
Transaction and integration costs	12	30
Eliminations
Segment Reporting Information [Line Items]
Revenue	(33)	(32)
Operating income (loss)	0	0
Depreciation and amortization	$ 0	$ 0

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt


	March 31, 2021				December 31, 2020
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
ABL facility	$	—	$	—	$	200	$	200
Term loan facilities	2,003		1,971		2,003		1,974
6.50% Senior notes due 2022	—		—		1,200		1,195
6.125% Senior notes due 2023	535		532		535		531
6.75% Senior notes due 2024	1,000		990		1,000		989
6.25% Senior notes due 2025	1,150		1,139		1,150		1,138
6.70% Senior debentures due 2034	300		211		300		210
Borrowings related to securitization program	—		—		50		50
Finance leases, asset financing and other	407		407		420		420
Total debt	5,395		5,250		6,858		6,707
Short-term borrowings and current maturities of long-term debt	88		88		1,343		1,338
Long-term debt	$	5,307	$	5,162	$	5,515	$	5,369

Schedule of Fair Value of Debt

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
March 31, 2021	$	249	$	249	$	249
December 31, 2020	1,738		1,738		1,738

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


(In millions)	Fair Value		Level 1		Level 2
March 31, 2021	$	5,590	$	3,190	$	2,400
December 31, 2020	7,094		4,431		2,663

Schedule of Debt

The applicable terms of the Term Loan Credit Agreement are as follows:


				December 31, 2020
(In millions)	March 31, 2021			First Tranche			Second Tranche
Principal balance	$	2,003		$	1,503		$	500
Interest spread:
Base rate loans	0.75		%	1.00		%	1.50		%
LIBOR loans	1.75		%	2.00		%	2.50		%
Maturity date	February 2025			February 2025			February 2025

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
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-Topic 835
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-Section 45
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Organization, Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Description of Business and Basis of Presentation

XPO Logistics, Inc., together with its subsidiaries (“XPO” or “we”), provides cutting-edge supply chain solutions to the most successful companies in the world. We use our integrated network of people, technology and physical assets to help customers manage their goods most efficiently throughout their supply chains. Our customers are multinational, national, mid-size and small enterprises. We run our business on a global basis, with two reportable segments: Transportation and Logistics. See Note 3—Segment Reporting for additional information on our operations.

In December 2020, we announced that our Board of Directors unanimously approved a plan to pursue a spin-off of 100% of our Logistics segment as a separate publicly traded company. The spin-off, which we intend to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes to XPO shareholders, would result in XPO shareholders owning stock in both companies.

If completed, the spin-off will result in separate public companies with clearly delineated service offerings. XPO will be a global provider of primarily less-than-truckload (“LTL”) transportation and truck brokerage services, and GXO Logistics, Inc. (“GXO”), the planned spin-off, will be a global provider of contract logistics services. Both companies’ stocks are expected to trade on the New York Stock Exchange, and we plan to consider a dual listing on the London Stock Exchange for GXO in due course.

The transaction is currently expected to be completed in the second half of 2021, subject to various conditions, including the approval of XPO’s board of directors. There can be no assurance that the spin-off will occur or, if it does occur, of its terms or timing.

We prepared our Condensed Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and on the same basis as the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). The interim reporting requirements of Form 10-Q allow certain information and note disclosures normally included in annual consolidated financial statements to be condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the 2020 Form 10-K.

The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Restricted Cash

As of March 31, 2021 and December 31, 2020, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $11 million.

Trade Receivables Securitization and Factoring Programs

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

XPO Logistics Europe SA (“XPO Logistics Europe”), one of our majority-owned subsidiaries, participates in a trade receivables securitization program co-arranged by three European banks (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special purpose entity of XPO Logistics Europe sells trade receivables that

originate with wholly-owned subsidiaries of XPO Logistics Europe in the United Kingdom and France to unaffiliated entities managed by the Purchasers. The special purpose entity is a variable interest entity and is consolidated by XPO based on our control of the entity’s activities.

We account for transfers under our securitization and factoring arrangements as sales because we sell full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from our Condensed Consolidated Balance Sheets at the date of transfer. In the securitization and factoring arrangements, our continuing involvement is limited to servicing the receivables. The fair value of any servicing assets and liabilities is immaterial. Our trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables, which we report within short-term debt on our Condensed Consolidated Balance Sheets. We had no such borrowings outstanding as of March 31, 2021 and had borrowings of €41 million ($50 million) as of December 31, 2020. See Note 7—Debt for additional information on these borrowings.

The maximum amount of net cash proceeds available at any one time under the securitization program, inclusive of any unsecured borrowings, is €400 million (approximately $469 million as of March 31, 2021). As of March 31, 2021, €82 million (approximately $96 million) was available to us, subject to having sufficient receivables available to sell to the Purchasers. The weighted average interest rate was 0.58% as of March 31, 2021. Charges for commitment fees, which are based on a percentage of available amounts, and charges for administrative fees were not material to our results of operations for the three months ended March 31, 2021 and 2020.

Information related to the trade receivables sold was as follows:


	Three Months Ended March 31,
(In millions)		2021		2020
Securitization programs
Receivables sold in period		$	775	$	691
Cash consideration		775		691

Factoring programs
Receivables sold in period		$	116	$	264
Cash consideration		116		263

Fair Value Measurements

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

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

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

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

We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of March 31, 2021 and December 31, 2020 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets. For information on the fair value hierarchy of our derivative instruments, see Note 6—Derivative Instruments and for information on financial liabilities, see Note 7—Debt.

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
March 31, 2021	$	249	$	249	$	249
December 31, 2020	1,738		1,738		1,738

The decrease in cash equivalents from December 31, 2020 was primarily due to the redemption of our senior notes due 2022 and the repayment of borrowings under our revolving loan credit agreement (the “ABL Facility”). For further information, See Note 7—Debt for further information.

Adoption of New Accounting Standard

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to enhance consistency and comparability among reporting entities. We adopted this standard on January 1, 2021 on a prospective basis. The adoption did not have a material effect on our consolidated financial statements.

Accounting Pronouncement Issued but Not Yet Effective

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

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

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable Securitization and Factoring Programs

Information related to the trade receivables sold was as follows:


	Three Months Ended March 31,
(In millions)		2021		2020
Securitization programs
Receivables sold in period		$	775	$	691
Cash consideration		775		691

Factoring programs
Receivables sold in period		$	116	$	264
Cash consideration		116		263

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

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
March 31, 2021	$	249	$	249	$	249
December 31, 2020	1,738		1,738		1,738

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


(In millions)	Fair Value		Level 1		Level 2
March 31, 2021	$	5,590	$	3,190	$	2,400
December 31, 2020	7,094		4,431		2,663

Restructuring Charges - Schedule of Restructuring Related Activity (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	$ 33
Charges Incurred	4
Payments	(9)
Foreign Exchange and Other	(1)
Reserve, ending balance	27
Sales, general and administrative expense
Restructuring Reserve [Roll Forward]
Charges Incurred	4	$ 3
Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	28
Charges Incurred	4
Payments	(9)
Foreign Exchange and Other	(1)
Reserve, ending balance	22
Facilities
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	5
Charges Incurred	0
Payments	0
Foreign Exchange and Other	0
Reserve, ending balance	5
Operating Segments \| Transportation \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	7
Charges Incurred	1
Payments	(4)
Foreign Exchange and Other	0
Reserve, ending balance	4
Operating Segments \| Transportation \| Facilities
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	5
Charges Incurred	0
Payments	0
Foreign Exchange and Other	0
Reserve, ending balance	5
Operating Segments \| Logistics \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	19
Charges Incurred	0
Payments	(4)
Foreign Exchange and Other	(1)
Reserve, ending balance	14
Corporate \| Severance
Restructuring Reserve [Roll Forward]
Reserve, beginning balance	2
Charges Incurred	3
Payments	(1)
Foreign Exchange and Other	0
Reserve, ending balance	$ 4

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 629	$ 2,054
Accounts receivable, net of allowances of $60 and $65, respectively	3,137	2,886
Other current assets	505	430
Total current assets	4,271	5,370
Long-term assets
Property and equipment, net of $2,653 and $2,568 in accumulated depreciation, respectively	2,651	2,661
Operating lease assets	2,602	2,278
Goodwill	4,554	4,599
Identifiable intangible assets, net of $944 and $909 in accumulated amortization, respectively	955	974
Other long-term assets	336	287
Total long-term assets	11,098	10,799
Total assets	15,369	16,169
Current liabilities
Accounts payable	1,329	1,255
Accrued expenses	1,966	1,814
Short-term borrowings and current maturities of long-term debt	88	1,338
Short-term operating lease liabilities	533	483
Other current liabilities	260	263
Total current liabilities	4,176	5,153
Long-term debt	5,162	5,369
Deferred tax liability	378	371
Employee benefit obligations	178	192
Long-term operating lease liabilities	2,086	1,795
Other long-term liabilities	475	440
Total long-term liabilities	8,279	8,167
Stockholders’ equity
Convertible perpetual preferred stock, $0.001 par value; 10 shares authorized; — and 0.001 of Series A shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	0	1
Common stock, $0.001 par value; 300 shares authorized; 112 and 102 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	0	0
Additional paid-in capital	1,988	1,998
Retained earnings	983	868
Accumulated other comprehensive loss	(195)	(158)
Total stockholders’ equity before noncontrolling interests	2,776	2,709
Noncontrolling interests	138	140
Total equity	2,914	2,849
Total liabilities and equity	$ 15,369	$ 16,169

Derivative Instruments - Schedule of Derivative Instruments Measured at Fair Value in Statement of Financial Position (Details) - Level 2 - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Derivatives, Fair Value [Line Items]
Derivative Assets	$ 3	$ 0
Derivative Liabilities	(54)	(113)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	450	450
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0	0
Derivatives designated as hedges \| Cross-currency swap agreements \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(25)	(44)
Derivatives designated as hedges \| Cross-currency swap agreements \| Other Long Term Assets and Other Long Term Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	730	740
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0	0
Derivatives designated as hedges \| Cross-currency swap agreements \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	(29)	(65)
Derivatives designated as hedges \| Interest rate swaps \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	2,003	2,003
Derivatives designated as hedges \| Interest rate swaps \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0	0
Derivatives designated as hedges \| Interest rate swaps \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	0	$ (4)
Derivatives not designated as hedges \| Foreign currency option contracts \| Other Current Assets and Other Current Liabilities
Derivatives, Fair Value [Line Items]
Notional Amount	178
Derivatives not designated as hedges \| Foreign currency option contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	3
Derivatives not designated as hedges \| Foreign currency option contracts \| Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ 0

Segment Reporting - Narrative (Details)	3 Months Ended
Segment Reporting - Narrative (Details)	Mar. 31, 2021 segment
Segment Reporting [Abstract]
Number of reportable segments	2

Subsequent Event	3 Months Ended
Subsequent Event	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventOn April 6, 2021, the Company announced a buy-out offer to be followed by a squeeze-out for the remaining 3% of XPO Logistics Europe that it does not already own, at a price of €315 per share for 341,887 shares. It is expected that the total cash consideration to be paid in connection with this offer will be approximately €108 million (approximately $128 million). The offer will be subject to review by the Supervisory Board of XPO Logistics Europe, as well as regulatory bodies, and is expected to close in the second quarter of 2021.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 118	$ 25
Other comprehensive income (loss), net of tax
Foreign currency translation loss, net of tax effect of $(6) and $(11)	(42)	(65)
Defined benefit plans adjustments, net of tax effect of $— and $2	0	(5)
Other comprehensive loss	(42)	(70)
Comprehensive income (loss)	76	(45)
Less: Comprehensive loss attributable to noncontrolling interests	(2)	(3)
Comprehensive income (loss) attributable to XPO	$ 78	$ (42)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

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Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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-Paragraph 19
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
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-Section 50
-Paragraph 3
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-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 20: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

Debt - Schedule of Long-term Debt (Details) € in Millions	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 EUR (€)
Debt Instrument [Line Items]
Total debt, principal balance	$ 5,395,000,000	$ 6,858,000,000
Short-term debt and current maturities of long-term debt, principal balance	88,000,000	1,343,000,000
Long-term debt excluding current maturities, principal balance	5,307,000,000	5,515,000,000
Long-term debt, carrying value	5,162,000,000	5,369,000,000
Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	5,162,000,000	5,369,000,000
Total debt, carrying value	5,250,000,000	6,707,000,000
Short-term debt and current maturities of long-term debt, carrying value	88,000,000	1,338,000,000
Term loan facilities
Debt Instrument [Line Items]
Long-term debt, principal balance	2,003,000,000	2,003,000,000
Term loan facilities \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	1,971,000,000	1,974,000,000
6.50% Senior notes due 2022
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 0	1,200,000,000
Stated interest rate	6.50%
6.50% Senior notes due 2022 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 0	1,195,000,000
6.125% Senior notes due 2023
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 535,000,000	535,000,000
Stated interest rate	6.125%
6.125% Senior notes due 2023 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 532,000,000	531,000,000
6.75% Senior notes due 2024
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 1,000,000,000	1,000,000,000
Stated interest rate	6.75%
6.75% Senior notes due 2024 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 990,000,000	989,000,000
6.25% Senior notes due 2025
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 1,150,000,000	1,150,000,000
Stated interest rate	6.25%
6.25% Senior notes due 2025 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 1,139,000,000	1,138,000,000
6.70% Senior debentures due 2034
Debt Instrument [Line Items]
Long-term debt, principal balance	$ 300,000,000	300,000,000
Stated interest rate	6.70%
6.70% Senior debentures due 2034 \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 211,000,000	210,000,000
Finance leases, asset financing and other
Debt Instrument [Line Items]
Finance leases, asset financing and other	407,000,000	420,000,000
Finance leases, asset financing and other \| Carrying Value
Debt Instrument [Line Items]
Finance leases, asset financing and other	407,000,000	420,000,000
ABL facility
Debt Instrument [Line Items]
Long-term debt, principal balance	0	200,000,000
ABL facility \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	0	200,000,000
Borrowings related to securitization program
Debt Instrument [Line Items]
Long-term debt, principal balance	0	50,000,000
Borrowings related to securitization program \| Carrying Value
Debt Instrument [Line Items]
Long-term debt, carrying value	$ 0	$ 50,000,000	€ 41

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 60	$ 65
Property and equipment, accumulated depreciation	2,653	2,568
Identifiable intangible assets, accumulated amortization	$ 944	$ 909
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	1,000.000
Preferred stock, shares outstanding (in shares)	0	1,000.000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	112,000,000	102,000,000
Common stock, shares outstanding (in shares)	112,000,000	102,000,000

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	Apr. 27, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-32172
Entity Registrant Name	XPO Logistics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	03-0450326
Entity Address, Address Line One	Five American Lane
Entity Address, City or Town	Greenwich,
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	855
Local Phone Number	976-6951
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	XPO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Small Business Entity	false
Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		111,710,560
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001166003
Current Fiscal Year End Date	--12-31

Subsequent Event (Details) - Apr. 06, 2021 - Subsequent Event € in Millions, $ in Millions	USD ($) Rate shares	EUR (€) Rate shares
XPO Logistics Europe
Subsequent Event [Line Items]
Ownership percentage by noncontrolling owners	3.00%	3.00%
XPO Logistics Europe
Subsequent Event [Line Items]
Remaining interest to be purchased (Euro per share) \| Rate	31500.00%	31500.00%
Remaining interest to be purchased (shares) \| shares	341,887	341,887
Purchase of noncontrolling interests	$ 128	€ 108

Revenue Recognition

3 Months Ended

Mar. 31, 2021

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 March 31, 2021
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	2,118	$	584	$	(9)	$	2,693
North America (excluding United States)	90		14		—		104
France	342		180		(3)		519
United Kingdom	209		552		(15)		746
Europe (excluding France and United Kingdom)	213		465		(5)		673
Other	17		23		(1)		39
Total	$	2,989	$	1,818	$	(33)	$	4,774


	Three Months Ended March 31, 2020
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	1,702	$	536	$	(9)	$	2,229
North America (excluding United States)	71		14		—		85
France	311		150		(3)		458
United Kingdom	182		329		(16)		495
Europe (excluding France and United Kingdom)	188		386		(3)		571
Other	5		22		(1)		26
Total	$	2,459	$	1,437	$	(32)	$	3,864

Our revenue disaggregated by service offering was as follows:


	Three Months Ended March 31,
(In millions)		2021		2020
Transportation segment:
LTL		$	1,221	$	1,135
Freight brokerage and truckload		1,384		1,023
Last mile (1)		246		201
Managed transportation		97		83
Global forwarding		100		61
Transportation eliminations		(59)		(44)
Total Transportation segment revenue		2,989		2,459
Total Logistics segment revenue		1,818		1,437
Intersegment eliminations		(33)		(32)
Total revenue		$	4,774	$	3,864

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

Performance Obligations

Remaining performance obligations represent firm contracts for which services have not been performed and future revenue recognition is expected. As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. On March 31, 2021, the fixed consideration component of our remaining performance obligation was approximately $2.1 billion, and we expect to recognize approximately 66% of that amount over the next three years and the

remainder thereafter. The remaining performance obligation at March 31, 2021 includes contracts related to the Kuehne + Nagel acquisition. The majority of the remaining performance obligation relates to our Logistics reportable segment. We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to changes in foreign currency exchange rates and contract revisions or terminations.

- 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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 12
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Organization, Description of Business and Basis of Presentation - Schedule of Accounts Receivable Securitization and Factoring Programs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Securitization programs
Receivables sold in period	$ 775	$ 691
Cash consideration	775	691
Factoring programs
Receivables sold in period	116	264
Cash consideration	$ 116	$ 263

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt


	March 31, 2021				December 31, 2020
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value
ABL facility	$	—	$	—	$	200	$	200
Term loan facilities	2,003		1,971		2,003		1,974
6.50% Senior notes due 2022	—		—		1,200		1,195
6.125% Senior notes due 2023	535		532		535		531
6.75% Senior notes due 2024	1,000		990		1,000		989
6.25% Senior notes due 2025	1,150		1,139		1,150		1,138
6.70% Senior debentures due 2034	300		211		300		210
Borrowings related to securitization program	—		—		50		50
Finance leases, asset financing and other	407		407		420		420
Total debt	5,395		5,250		6,858		6,707
Short-term borrowings and current maturities of long-term debt	88		88		1,343		1,338
Long-term debt	$	5,307	$	5,162	$	5,515	$	5,369

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


(In millions)	Fair Value		Level 1		Level 2
March 31, 2021	$	5,590	$	3,190	$	2,400
December 31, 2020	7,094		4,431		2,663

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

ABL Facility

As of March 31, 2021, our borrowing base was $1.1 billion and our availability under our ABL Facility was $1.084 billion after considering outstanding letters of credit on the ABL Facility of $16 million. As of March 31, 2021, we were in compliance with the ABL Facility’s financial covenants.

Secured Debt

Under our Senior Secured Term Loan Credit Agreement, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we have issued $198 million in aggregate face amount of letters of credit as of March 31, 2021. As of March 31, 2021, we were in compliance with the financial covenants in the Senior Secured Term Loan Agreement.

Term Loan Facilities

In the first quarter of 2021, we amended the Term Loan Credit Agreement to consolidate our tranches and lower the interest rate. The applicable terms of the Term Loan Credit Agreement are as follows:


				December 31, 2020
(In millions)	March 31, 2021			First Tranche			Second Tranche
Principal balance	$	2,003		$	1,503		$	500
Interest spread:
Base rate loans	0.75		%	1.00		%	1.50		%
LIBOR loans	1.75		%	2.00		%	2.50		%
Maturity date	February 2025			February 2025			February 2025

We recorded a debt extinguishment loss of $3 million in the first quarter of 2021 due to this amendment.

The interest rate on our term loan facility was 1.86% as of March 31, 2021.

Senior Notes due 2022

In January 2021, we redeemed our outstanding 6.50% senior notes due 2022. The redemption price for the notes was 100.0% of the principal amount, plus accrued and unpaid interest. We paid for the redemption with available cash. We recorded a debt extinguishment loss of $5 million in our first quarter 2021 results of operations due to this redemption.

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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

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


	March 31, 2021
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	450	Other current assets	$	—	Other current liabilities	$	(25)
Cross-currency swap agreements	730		Other long-term assets	—		Other long-term liabilities	(29)
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	—
Derivatives not designated as hedges
Foreign currency option contracts	178		Other current assets	3		Other current liabilities	—
Total				$	3		$	(54)


	December 31, 2020
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	450	Other current assets	$	—	Other current liabilities	$	(44)
Cross-currency swap agreements	740		Other long-term assets	—		Other long-term liabilities	(65)
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	(4)


Total				$	—		$	(113)

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

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


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives				Amount of Gain Reclassified from AOCI into Net Income				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended March 31,
(In millions)	2021		2020		2021		2020		2021		2020
Derivatives designated as cash flow hedges
Cross-currency swap agreements	$	6	$	8	$	6	$	3	$	—	$	—
Interest rate swaps	—		(5)		—		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	48		38		—		—		3		4
Total	$	54	$	41	$	6	$	3	$	3	$	4

Legal and Regulatory Matters	3 Months Ended
Legal and Regulatory Matters	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Legal and Regulatory Matters	Legal and Regulatory Matters We are involved, and will continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include claims for property damage or personal injury incurred in connection with the transportation of freight, claims regarding anti-competitive practices, and employment-related claims, including claims involving asserted breaches of employee restrictive covenants. These matters also include numerous putative class action, multi-plaintiff and individual lawsuits, and administrative proceedings involving claims that our owner-operators or contract carriers should be treated as employees, rather than independent contractors (“misclassification claims”). These lawsuits and proceedings may seek substantial monetary damages (including claims for unpaid wages, overtime, failure to provide meal and rest breaks, unreimbursed business expenses, penalties and other items), injunctive relief, or both. We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We review and adjust accruals for loss contingencies quarterly and as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on our assessment, together with legal counsel, regarding the ultimate outcome of the matter. We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation and logistics company. The liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this note. In the event we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our financial condition, results of operations or cash flows could be negatively impacted.

Restructuring Charges (Tables)

3 Months Ended

Mar. 31, 2021

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Related Activity

Our restructuring-related activity was as follows:


			Three Months Ended March 31, 2021
(In millions)	Reserve Balance as of December 31, 2020		Charges Incurred		Payments		Foreign Exchange and Other		Reserve Balance as of March 31, 2021
Severance
Transportation	$	7	$	1	$	(4)	$	—	$	4
Logistics	19		—		(4)		(1)		14
Corporate	2		3		(1)		—		4
Total severance	28		4		(9)		(1)		22
Facilities
Transportation	5		—		—		—		5

Total facilities	5		—		—		—		5
Total	$	33	$	4	$	(9)	$	(1)	$	27

Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenue	$ 4,774	$ 3,864
Cost of transportation and services	2,328	1,898
Direct operating expense	1,656	1,360
Sales, general and administrative expense	588	525
Operating income	202	81
Other income	(26)	(18)
Foreign currency gain	(2)	(8)
Debt extinguishment loss	8	0
Interest expense	69	72
Income before income tax provision	153	35
Income tax provision	35	10
Net income	118	25
Net income attributable to noncontrolling interests	(3)	(2)
Net income attributable to XPO	115	23
Net income attributable to common shareholders	$ 115	$ 21
Earnings per share data
Basic earnings per share (in dollars per share)	$ 1.08	$ 0.23
Diluted earnings per share (in dollars per share)	$ 1.02	$ 0.20
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding (in shares)	106	92
Diluted weighted-average common shares outstanding (in shares)	112	103

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities
Net income	$ 118	$ 25
Adjustments to reconcile net income to net cash from operating activities
Depreciation, amortization and net lease activity	192	183
Stock compensation expense	10	18
Accretion of debt	5	4
Deferred tax benefit	(4)	(2)
Debt extinguishment loss	8	0
Unrealized gain on foreign currency option and forward contracts	(1)	(4)
Gains on sales of property and equipment	(24)	(27)
Other	(2)	5
Changes in assets and liabilities
Accounts receivable	(196)	44
Other assets	(21)	(16)
Accounts payable	12	(69)
Accrued expenses and other liabilities	76	19
Net cash provided by operating activities	173	180
Investing activities
Payment for purchases of property and equipment	(140)	(139)
Proceeds from sale of property and equipment	36	54
Other	9	6
Net cash used in investing activities	(95)	(79)
Financing activities
Proceeds from (repayment of) borrowings related to securitization program	(49)	182
Repurchase of debt	(1,200)	0
Proceeds from borrowings on ABL facility	0	620
Repayment of borrowings on ABL facility	(200)	(20)
Repayment of debt and finance leases	(29)	(25)
Payment for debt issuance costs	(5)	0
Repurchase of common stock	0	(114)
Change in bank overdrafts	1	42
Payment for tax withholdings for restricted shares	(21)	(16)
Other	2	(1)
Net cash provided by (used in) financing activities	(1,501)	668
Effect of exchange rates on cash, cash equivalents and restricted cash	(2)	(19)
Net increase (decrease) in cash, cash equivalents and restricted cash	(1,425)	750
Cash, cash equivalents and restricted cash, beginning of period	2,065	387
Cash, cash equivalents and restricted cash, end of period	640	1,137
Supplemental disclosure of cash flow information
Leased assets obtained in exchange for new operating lease liabilities, including $306 million related an acquisition	513	156
Leased assets obtained in exchange for new finance lease liabilities	23	8
Cash paid for interest	76	76
Cash paid for income taxes	$ 7	$ 7

Stockholders' Equity - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
Stockholders' Equity - Narrative (Details) - USD ($)	Dec. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2011	Feb. 28, 2019
Class of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights (in usd per share)				$ 7.00
Common Stock
Class of Stock [Line Items]
Conversion of preferred stock to common stock (in shares)	300,000	9,200,000
Warrant
Class of Stock [Line Items]
Conversion of preferred stock and warrants, amount converted (shares)	300,000	9,800,000
Number of shares remaining to be converted (in shares)		0
Convertible Preferred Stock
Class of Stock [Line Items]
Proceeds from issuance of preferred stock, net of issuance costs (in shares)				75,000
Temporary equity, liquidation preference (in usd per share)				$ 1,000
Class of warrant or right, exercise price of warrants or rights (in usd per share)				$ 7.00
Preferred stock, liquidation preference, percentage				4.00%
Convertible Preferred Stock \| Preferred Stock
Class of Stock [Line Items]
Conversion of preferred stock and warrants, amount converted (shares)	69,445	975
Cash paid in connection with preferred stock conversion	$ 22,000,000
Number of shares remaining to be converted (in shares)		40
Convertible Preferred Stock \| Common Stock
Class of Stock [Line Items]
Conversion of preferred stock to common stock (in shares)	9,900,000	100,000
Number of common shares that will be issued upon conversion of remaining shares (shares)		5,714
2019 Share Repurchase Program
Class of Stock [Line Items]
Stock repurchase program authorized amount					$ 1,500,000,000
Shares repurchased and retired (in shares)		0	2,000,000
Shares repurchased, aggregate value			$ 114,000,000
Shares repurchased, remaining authorization amount		$ 503,000,000

Derivative Instruments - Narrative (Details) - Derivatives not designated as hedges - Foreign currency option and forward contracts - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Derivative [Line Items]
Pre-tax gain (loss) recognized in earnings	$ 1	$ 4
Maximum
Derivative [Line Items]
Derivative, term of contract (in months)	12 months

Segment Reporting

3 Months Ended

Mar. 31, 2021

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 LTL, truck brokerage services and other transportation services.

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

Some of our operating units provide services to our other operating units outside of their reportable segment. Billings for such services are based on negotiated rates and are reflected as revenues of the billing segment. We

adjust these rates from time to time based on market conditions. We eliminate intersegment revenues and expenses in our consolidated results.

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

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

Selected financial data for our segments is as follows:


(In millions)	Transportation		Logistics		Corporate		Eliminations/Other		Total










Three months ended March 31, 2021
Revenue	$	2,989	$	1,818	$	—	$	(33)	$	4,774
Operating income (loss) (1)	209		68		(75)		—		202
Depreciation and amortization	115		74		3		—		192

Three months ended March 31, 2020
Revenue	$	2,459	$	1,437	$	—	$	(32)	$	3,864
Operating income (loss) (2)	120		38		(77)		—		81
Depreciation and amortization	110		69		4		—		183

The transaction and integration costs for the first three months of 2021 are primarily related to the planned spin-off of the Logistics segment and our acquisition of the Kuehne + Nagel business. The transaction and integration costs for the first three months of 2020 are primarily related to our previously announced exploration of strategic alternatives that was terminated in March 2020. For further information on our restructuring actions, see Note 5—Restructuring Charges. We also incurred in the first three months of 2021 and 2020, net incremental and direct costs as a result of the COVID-19 pandemic, including costs for personal protective equipment, site cleanings and enhanced employee benefits, such as appreciation pay.

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions	Total	Total XPO Stockholders' Equity	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Non-controlling Interests	Series A Preferred Stock Preferred Stock
Balance at beginning of period (in shares) at Dec. 31, 2019			92,342					72
Balance at beginning of period at Dec. 31, 2019	$ 2,896	$ 2,743	$ 0	$ 2,061	$ 786	$ (145)	$ 153	$ 41
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	25	23			23		2
Other comprehensive loss	(70)	(65)				(65)	(5)
Exercise and vesting of stock compensation awards (in shares)			417
Tax withholdings related to vesting of stock compensation awards	(16)	(16)		(16)
Retirement of common stock (in shares)			(1,715)
Retirement of common stock	(114)	(114)		(114)
Dividend declared	(1)	(1)			(1)
Stock compensation expense	12	12		12
Adoption of new accounting standard and other	(4)	(4)			(4)
Balance at end of period (in shares) at Mar. 31, 2020			91,044					72
Balance at end of period at Mar. 31, 2020	2,728	2,578	$ 0	1,943	804	(210)	150	$ 41
Balance at beginning of period (in shares) at Dec. 31, 2020			102,052					1
Balance at beginning of period at Dec. 31, 2020	2,849	2,709	$ 0	1,998	868	(158)	140	$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	118	115			115		3
Other comprehensive loss	(42)	(37)				(37)	(5)
Exercise and vesting of stock compensation awards (in shares)			270
Tax withholdings related to vesting of stock compensation awards	(21)	(21)		(21)
Conversion of preferred stock to common stock (in shares)			139					(1)
Conversion of preferred stock to common stock	0			1				$ (1)
Exercise of warrants (in shares)			9,215
Stock compensation expense	10	10		10
Balance at end of period (in shares) at Mar. 31, 2021			111,676					0
Balance at end of period at Mar. 31, 2021	$ 2,914	$ 2,776	$ 0	$ 1,988	$ 983	$ (195)	$ 138	$ 0

Derivative Instruments

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

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

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


	March 31, 2021
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	450	Other current assets	$	—	Other current liabilities	$	(25)
Cross-currency swap agreements	730		Other long-term assets	—		Other long-term liabilities	(29)
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	—
Derivatives not designated as hedges
Foreign currency option contracts	178		Other current assets	3		Other current liabilities	—
Total				$	3		$	(54)


	December 31, 2020
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	450	Other current assets	$	—	Other current liabilities	$	(44)
Cross-currency swap agreements	740		Other long-term assets	—		Other long-term liabilities	(65)
Interest rate swaps	2,003		Other current assets	—		Other current liabilities	(4)


Total				$	—		$	(113)

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

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


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives				Amount of Gain Reclassified from AOCI into Net Income				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended March 31,
(In millions)	2021		2020		2021		2020		2021		2020
Derivatives designated as cash flow hedges
Cross-currency swap agreements	$	6	$	8	$	6	$	3	$	—	$	—
Interest rate swaps	—		(5)		—		—		—		—
Derivatives designated as net investment hedges
Cross-currency swap agreements	48		38		—		—		3		4
Total	$	54	$	41	$	6	$	3	$	3	$	4

The pre-tax gain recognized in earnings for foreign currency option and forward contracts not designated as hedging instruments were gains of $1 million and $4 million for the three months ended March 31, 2021 and 2020, respectively. These amounts are recorded in Foreign currency gain on our Condensed Consolidated Statements of Income.

Cross-Currency Swap Agreements

We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt. The risk management objective of these transactions is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of this debt.

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

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

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

Interest Rate Hedging

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Senior Secured Term Loan Credit Agreement (the “Term Loan Credit Agreement”). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges. The interest rate swaps mature on various dates through 2021.

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

Foreign Currency Option and Forward Contracts

We use foreign currency option contracts to mitigate the risk of a reduction in the value of earnings from our operations that use the EUR or the British pound sterling as their functional currency. Additionally, we use foreign currency forward contracts to mitigate exposure from intercompany loans that are not designated as permanent and can create volatility in earnings. The foreign currency contracts (both option and forward contracts) were not designated as qualifying hedging instruments as of March 31, 2021. The contracts are used to manage our exposure to foreign currency exchange rate fluctuations and are not speculative. The contracts generally expire in 12 months or less. Gains or losses on the contracts are recorded in Foreign currency gain on our Condensed Consolidated Statements of Income. Cash flows related to the foreign currency contracts are included in Investing activities on our Condensed Consolidated Statements of Cash Flows, consistent with the nature and purpose for which these derivatives were acquired.

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Leased assets obtained in exchange for new operating lease liabilities, including $306 million related an acquisition	$ 513
Kuehne and Nagel Contract Logistics Operations
Leased assets obtained in exchange for new operating lease liabilities, including $306 million related an acquisition	$ 306

Derivative Instruments - Schedule of Gains and Losses Recognized on the Statements of Income for Derivative Instruments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	$ 54	$ 41
Amount of Gain Reclassified from AOCI into Net Income	6	3
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	3	4
Cross-currency swap agreements \| Derivatives designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	6	8
Amount of Gain Reclassified from AOCI into Net Income	6	3
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	0	0
Cross-currency swap agreements \| Derivatives not designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	48	38
Amount of Gain Reclassified from AOCI into Net Income	0	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	3	4
Interest rate swaps \| Derivatives designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	0	(5)
Amount of Gain Reclassified from AOCI into Net Income	0	0
Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)	$ 0	$ 0

Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Basic earnings per common share
Net income attributable to XPO	$ 115	$ 23
Series A preferred stock dividends	0	(1)
Non-cash allocation of undistributed earnings	0	(1)
Net income attributable to common shares, basic	$ 115	$ 21
Basic weighted-average common shares (in shares)	106	92
Basic earnings per share (in dollars per share)	$ 1.08	$ 0.23
Diluted earnings per common share
Net income attributable to common shares, diluted	$ 115	$ 21
Basic weighted-average common shares (in shares)	106	92
Dilutive effect of stock-based awards and warrants (in shares)	6	11
Diluted weighted-average common shares (in shares)	112	103
Diluted earnings per share (in dollars per share)	$ 1.02	$ 0.20
Potential common shares excluded (in shares)	0	10

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Foreign currency translation loss, tax	$ (6)	$ (11)
Defined benefit plans adjustment, tax	$ 0	$ 2

Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Three Months Ended March 31,
(In millions, except per share data)		2021		2020
Basic earnings per common share
Net income attributable to XPO		$	115	$	23
Series A preferred stock dividends		—		(1)
Non-cash allocation of undistributed earnings		—		(1)
Net income attributable to common shares, basic		$	115	$	21

Basic weighted-average common shares		106		92
Basic earnings per share		$	1.08	$	0.23

Diluted earnings per common share
Net income attributable to common shares, diluted		$	115	$	21

Basic weighted-average common shares		106		92
Dilutive effect of stock-based awards and warrants		6		11
Diluted weighted-average common shares		112		103

Diluted earnings per share		$	1.02	$	0.20

Potential common shares excluded		—		10

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenues

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


	Three Months Ended March 31, 2021
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	2,118	$	584	$	(9)	$	2,693
North America (excluding United States)	90		14		—		104
France	342		180		(3)		519
United Kingdom	209		552		(15)		746
Europe (excluding France and United Kingdom)	213		465		(5)		673
Other	17		23		(1)		39
Total	$	2,989	$	1,818	$	(33)	$	4,774


	Three Months Ended March 31, 2020
(In millions)	Transportation		Logistics		Eliminations		Total
Revenue
United States	$	1,702	$	536	$	(9)	$	2,229
North America (excluding United States)	71		14		—		85
France	311		150		(3)		458
United Kingdom	182		329		(16)		495
Europe (excluding France and United Kingdom)	188		386		(3)		571
Other	5		22		(1)		26
Total	$	2,459	$	1,437	$	(32)	$	3,864

Our revenue disaggregated by service offering was as follows:


	Three Months Ended March 31,
(In millions)		2021		2020
Transportation segment:
LTL		$	1,221	$	1,135
Freight brokerage and truckload		1,384		1,023
Last mile (1)		246		201
Managed transportation		97		83
Global forwarding		100		61
Transportation eliminations		(59)		(44)
Total Transportation segment revenue		2,989		2,459
Total Logistics segment revenue		1,818		1,437
Intersegment eliminations		(33)		(32)
Total revenue		$	4,774	$	3,864

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

Debt - ABL Facility (Details) - ABL facility	Mar. 31, 2021 USD ($)
Debt Instrument [Line Items]
Line of credit facility, borrowing base	$ 1,100,000,000
Remaining borrowing availability	1,084,000,000.000
Letters of credit outstanding, amount	$ 16,000,000

Debt - Secured Debt (Details)	Mar. 31, 2021 USD ($)
Secured Term Loan Facility
Debt Instrument [Line Items]
Aggregate maximum borrowing capacity	$ 200,000,000
Uncommitted Secured Letter of Credit Facility
Debt Instrument [Line Items]
Aggregate maximum borrowing capacity	$ 198,000,000

Earnings per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Earnings per Share

We compute basic and diluted earnings per share using the two-class method, which allocates earnings to participating securities. The participating securities in 2020 consisted of our Series A Convertible Perpetual Preferred Stock. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Losses are not allocated to the preferred shares. As discussed in Note 8—Stockholders’ Equity, we recorded a preferred stock conversion charge in December 2020 in connection with the conversion of our Series A preferred stock.

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


	Three Months Ended March 31,
(In millions, except per share data)		2021		2020
Basic earnings per common share
Net income attributable to XPO		$	115	$	23
Series A preferred stock dividends		—		(1)
Non-cash allocation of undistributed earnings		—		(1)
Net income attributable to common shares, basic		$	115	$	21

Basic weighted-average common shares		106		92
Basic earnings per share		$	1.08	$	0.23

Diluted earnings per common share
Net income attributable to common shares, diluted		$	115	$	21

Basic weighted-average common shares		106		92
Dilutive effect of stock-based awards and warrants		6		11
Diluted weighted-average common shares		112		103

Diluted earnings per share		$	1.02	$	0.20

Potential common shares excluded		—		10

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

Acquisition (Details) £ in Millions, $ in Millions	3 Months Ended		12 Months Ended
Acquisition (Details) £ in Millions, $ in Millions	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 GBP (£)
Business Acquisition [Line Items]
Revenue	$ 4,774	$ 3,864
Kuehne and Nagel Contract Logistics Operations
Business Acquisition [Line Items]
Revenue			$ 585	£ 450

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Revenue Recognition - Disaggregation of Revenue by Products and Services (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 4,774	$ 3,864
Eliminations
Disaggregation of Revenue [Line Items]
Revenue	(33)	(32)
Transportation \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue	2,989	2,459
Transportation \| Operating Segments \| LTL
Disaggregation of Revenue [Line Items]
Revenue	1,221	1,135
Transportation \| Operating Segments \| Freight brokerage and truckload
Disaggregation of Revenue [Line Items]
Revenue	1,384	1,023
Transportation \| Operating Segments \| Last mile
Disaggregation of Revenue [Line Items]
Revenue	246	201
Transportation \| Operating Segments \| Managed transportation
Disaggregation of Revenue [Line Items]
Revenue	97	83
Transportation \| Operating Segments \| Global forwarding
Disaggregation of Revenue [Line Items]
Revenue	100	61
Transportation \| Eliminations
Disaggregation of Revenue [Line Items]
Revenue	(59)	(44)
Logistics \| Operating Segments
Disaggregation of Revenue [Line Items]
Revenue	$ 1,818	$ 1,437