0001852244-22-000010 | 10-K | XBRL Viewer

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue	$ 7,940	$ 6,195	$ 6,094
Direct operating expense	6,637	5,169	5,112
Selling, general and administrative expense	714	611	514
Depreciation and amortization expense	335	323	302
Transaction and integration costs	99	47	1
Restructuring costs	4	29	15
Operating income	151	16	150
Other income, net	23	2	1
Interest expense	(21)	(24)	(33)
Income (loss) before income taxes	153	(6)	118
Income tax (expense) benefit	8	(16)	(37)
Net income (loss)	161	(22)	81
Less: Net income attributable to noncontrolling interests	(8)	(9)	(21)
Net income (loss) attributable to GXO	$ 153	$ (31)	$ 60
Earnings (loss) per share data
Basic earnings (loss) per share (in dollars per share)	$ 1.33	$ (0.27)	$ 0.52
Diluted earnings (loss) per share (in dollars per share)	$ 1.32	$ (0.27)	$ 0.52
Weighted-average common shares outstanding
Basic weighted-average common shares outstanding (in shares)	114,632	114,626	114,626
Diluted weighted-average common shares outstanding (in shares)	115,597	114,626	114,626

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 161	$ (22)	$ 81
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax expense (benefit) of $(3), $(3) and $3, respectively	(46)	129	(13)
Unrealized gain on hedging instruments, net of tax expense (benefit) of $—, $— and $—, respectively	0	2	0
Defined benefit plans adjustment, net of tax expense (benefit) of $(2), $— and $—, respectively	7	1	1
Other comprehensive income (loss)	(39)	132	(12)
Comprehensive income	122	110	69
Less: Comprehensive income attributable to noncontrolling interests	7	17	23
Comprehensive income attributable to GXO	$ 115	$ 93	$ 46

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Foreign currency translation gain (loss), tax	$ (3)	$ (3)	$ 3
Unrealized gain [(loss)] on financial assets/liabilities designated as hedging instruments, tax	0	0	0
Defined benefit plans adjustment, tax	$ (2)	$ 0	$ 0

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 333	$ 328
Accounts receivable, net of allowances of $13 and $18, respectively	1,507	1,224
Other current assets	259	284
Total current assets	2,099	1,836
Long-term assets
Property and equipment, net of $1,128 and $922 in accumulated depreciation, respectively	863	770
Operating lease assets	1,772	1,434
Goodwill	2,017	2,063
Intangible assets, net of $407 and $373 in accumulated amortization, respectively	257	299
Other long-term assets	263	146
Total long-term assets	5,172	4,712
Total assets	7,271	6,548
Current liabilities
Accounts payable	624	415
Accrued expenses	998	784
Less: Short-term borrowings and obligations under finance leases	34	58
Current operating lease liabilities	453	332
Other current liabilities	220	149
Total current liabilities	2,329	1,738
Long-term liabilities
Long-term debt and obligations under finance leases	927	615
Long-term operating lease liabilities	1,391	1,099
Other long-term liabilities	234	148
Total long-term liabilities	2,552	1,862
Commitments and Contingencies
Stockholders’ equity
Common Stock, $0.01 par value per share, 300,000 shares authorized, 114,659 shares issued and outstanding, as of December 31, 2021	1	0
Preferred Stock, $0.01 par value per share, 10,000 shares authorized, 0 shares issued and outstanding, as of December 31, 2021	0	0
Additional paid-in capital	2,354	0
Retained earnings	126	0
XPO investment	0	2,765
Accumulated other comprehensive income (loss)	(130)	58
Total stockholders’ equity before noncontrolling interests	2,351	2,823
Noncontrolling interests	39	125
Total equity	2,390	2,948
Total liabilities and equity	$ 7,271	$ 6,548

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 13	$ 18
Property and equipment, accumulated depreciation	1,128	922
Intangible assets, accumulated amortization	$ 407	$ 373
Common stock, par value (in dollars per share)	$ 0.01
Common stock, shares authorized (in shares)	300,000,000
Common stock, shares outstanding (in shares)	114,659,000
Common stock, shares issued (in shares)	114,659,000
Preferred stock, par value (in dollars per share)	$ 0.01
Preferred stock, authorized (in shares)	10,000,000
Preferred stock, issued (in shares)	0
Preferred stock, outstanding (in shares)	0

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ 161	$ (22)	$ 81
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization expense	335	323	302
Stock-based compensation expense	28	25	23
Deferred tax benefit	(62)	(27)	(2)
Other	(10)	0	17
Changes in operating assets and liabilities
Accounts receivable	(243)	(122)	(173)
Other assets	(57)	4	51
Accounts payable	114	(13)	(41)
Accrued expenses and other liabilities	189	165	(113)
Net cash provided by operating activities	455	333	145
Cash flows from investing activities:
Capital expenditures	(250)	(222)	(222)
Proceeds from sale of property and equipment	11	12	15
Cash collected on deferred purchase price receivables	0	0	112
Purchase and sale of affiliate trade receivables, net	0	(40)	(52)
Acquisition of business, net of cash acquired	32	(30)	0
Net cash used in investing activities	(207)	(280)	(147)
Cash flows from financing activities:
Proceeds from issuance of debt, net	794	0	0
Repayment of debt and finance leases	(72)	(123)	(376)
Proceeds (repayment) related to trade securitization program	(26)	24	0
Purchase of noncontrolling interests	(128)	(21)	(258)
Net proceeds related to secured borrowing activity on prior securitization program	0	0	261
Net transfers (to) from XPO	(774)	168	278
Other	(35)	19	(7)
Net cash provided by (used in) financing activities	(241)	67	(102)
Effect of exchange rates on cash and cash equivalents	(2)	8	3
Net increase (decrease) in cash and cash equivalents	5	128	(101)
Cash and cash equivalents, beginning of year	328	200	301
Cash and cash equivalents, end of year	333	328	200
Supplemental disclosure of cash flow information:
Cash paid for interest	22	32	29
Cash paid for income taxes	75	27	40
Non-cash settlement of related party debt due to the Separation	$ 437	$ 0	$ 0

Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	XPO Investment	Accumulated Other Comprehensive Income (Loss)	Total GXO Stockholders’ Equity	Noncontrolling Interests
Beginning balance at Dec. 31, 2018	$ 2,574	$ 0	$ 0	$ 0	$ 2,312	$ (52)	$ 2,260	$ 314
Beginning balance (in shares) at Dec. 31, 2018		0
Changes in Stockholders' Equity
Net income (loss)	81				60		60	21
Other comprehensive income (loss)	(12)					(14)	(14)	2
Purchase of noncontrolling interests	(258)				(3)		(3)	(255)
Net transfers from XPO	321				271		271	50
Other	(9)				(7)		(7)	(2)
Ending balance (in shares) at Dec. 31, 2019		0
Ending balance at Dec. 31, 2019	2,697	$ 0	0	0	2,633	(66)	2,567	130
Changes in Stockholders' Equity
Net income (loss)	(22)				(31)		(31)	9
Other comprehensive income (loss)	132					124	124	8
Purchase of noncontrolling interests	(21)				(1)		(1)	(20)
Net transfers from XPO	162				164		164	(2)
Ending balance (in shares) at Dec. 31, 2020		0
Ending balance at Dec. 31, 2020	2,948	$ 0	0	0	2,765	58	2,823	125
Changes in Stockholders' Equity
Net income (loss)	161			126	27		153	8
Other comprehensive income (loss)	(39)					(38)	(38)	(1)
Share-based compensation	$ 11		11				11
Exercise and vesting of stock compensation awards (in shares)	0	33
Tax withholding related to vesting of stock compensation awards	$ (1)		(1)				(1)
Purchase of noncontrolling interests	(128)							(128)
Net transfers from XPO	(557)				(447)	(150)	(597)	40
Issuance of common stock and reclassification of XPO investment (in shares)		114,626
Issuance of common stock and reclassification of XPO investment		$ 1	2,344		(2,345)
Other	(5)							(5)
Ending balance (in shares) at Dec. 31, 2021		114,659
Ending balance at Dec. 31, 2021	$ 2,390	$ 1	$ 2,354	$ 126	$ 0	$ (130)	$ 2,351	$ 39

Organization	12 Months Ended
Organization	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	1. Organization Nature of Operations GXO Logistics, Inc., together with its subsidiaries (“GXO” or the “Company”), is the largest pure-play contract logistics provider in the world and the foremost innovator in the logistics industry. The Company provides high-value-add warehousing and distribution, order fulfillment and other supply chain services differentiated by its industry-leading ability to deliver technology-enabled, customized solutions. In addition, the Company is a major provider of reverse logistics or returns management. The Company serves a broad range of customers across a range of industries, such as e-commerce, omnichannel retail, consumer technology, food and beverage, industrial and manufacturing, and consumer packaged goods. The Company presents its operations in the consolidated financial statements as one reportable segment. On August 2, 2021, the Company completed the separation from XPO Logistics, Inc. (“XPO”) (the “Separation”). The Separation was accomplished by the distribution of 100 percent of the outstanding common stock of GXO to XPO stockholders as of the close of business on July 23, 2021, the record date for the distribution. XPO stockholders received one share of GXO common stock for every share of XPO common stock held at the close of business on the record date. GXO is now a standalone publicly-traded company. On August 2, 2021, regular-way trading of GXO’s common stock commenced on the New York Stock Exchange under the ticker symbol “GXO.” GXO was incorporated as a Delaware corporation in February 2021. The Separation was completed under a Separation and Distribution Agreement and various other agreements that govern aspects of the Company’s relationship with XPO. See Note — 3 The Separation for additional information of the agreements executed in connection with the Separation.

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

Prior to the Separation, the Company’s financial statements were prepared on a standalone combined basis and were derived from the consolidated financial statements and accounting records of XPO (the “historical financial statements”). On August 2, 2021, the Company became a standalone publicly-traded company, and its financial statements post-Separation are prepared on a consolidated basis. The combined consolidated financial statements for all periods presented prior to the Separation are now also referred to as “Consolidated Financial Statements,” and have been prepared under the U.S. generally accepted accounting principles (“GAAP”).

Prior to the Separation, the Company’s historical assets and liabilities presented were wholly owned by XPO and were reflected on a historical cost basis. In connection with the Separation, the Company’s assets and liabilities were transferred to the Company on a carry-over basis.

Prior to the Separation, the historical results of operations included allocations of XPO costs and expenses including XPO’s corporate function which incurred a variety of expenses including, but not limited to, information technology, human resources, accounting, sales and sales operations, procurement, executive services, legal, corporate finance and communications. An allocation of these expenses is included to burden all business units comprising XPO’s historical results of operations, including GXO. The charges reflected have been either specifically identified or allocated using drivers including proportionally adjusted earnings before interest, taxes, depreciation and amortization, which includes adjustments for transaction and integration costs, as well as restructuring costs and other adjustments, or headcount. The Company believes the assumptions regarding allocations of XPO corporate expenses are reasonable. Nevertheless, the consolidated financial statements may not reflect the results of operations, financial position and cash flows had the Company been a standalone entity during

the periods presented. The majority of these allocated costs are recorded within Selling, general and administrative expense; Depreciation and amortization expense; and Transaction and integration costs in the Consolidated Statements of Operations. All charges and allocations for facilities, functions and services performed by XPO organizations have been deemed settled in cash by GXO to XPO in the year in which the cost was recorded in the Consolidated Statements of Operations.

For the periods ended before the Separation, the Company was a member of the XPO consolidated group, and its U.S. taxable income was included in XPO’s consolidated U.S. federal income tax return as well as in the tax returns filed by XPO with certain state and local taxing jurisdictions. For the periods ended after the Separation, the Company will file a consolidated U.S. federal income tax return as well as state and local income tax returns. The Company’s foreign income tax returns are filed on a full-year basis.

The Company’s consolidated financial statements include the accounts of GXO Logistics, Inc. and its majority-owned subsidiaries and variable interest entities where the Company is the primary beneficiary. The Company has eliminated intercompany accounts and transactions.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical information and on various other assumptions that it believes are reasonable under the circumstances. GAAP requires the Company to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, income taxes, loss contingencies, valuation of long-lived assets including goodwill and intangible assets and their associated estimated useful lives, collectability of accounts receivable and the fair value of financial instruments. Actual results may vary from those estimates.

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the logistics business, and adversely impact the Company’s estimates, particularly those that require consideration of forecasted financial information. The business and economic uncertainty resulting from the COVID-19 pandemic has made calculating estimates and assumptions more difficult.

Significant Accounting Policies

Reclassifications

Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. Bank overdraft positions occur when total outstanding issued checks exceed available cash balances at a single financial institution. The Company had no bank overdrafts as of December 31, 2021 and $27 million as of December 31, 2020, recorded within Other current liabilities in the Consolidated Balance Sheets.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable represents the Company’s unconditional right to receive consideration from its customers. The Company records accounts receivable at the contractual amount and records an allowance for doubtful accounts for the amount it estimates it may not collect. In determining the allowance for doubtful accounts, the Company considers historical collection experience, the age of the accounts receivable balances, the credit quality and risk of its customers, any specific customer collection issues, current economic conditions and other factors that may impact its customers’ ability to pay. The Company writes off accounts receivable balances once the receivables are no longer deemed collectible.

The rollforward of the allowance for doubtful accounts was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Beginning balance	$	18	$	20	$	11
Provisions charged to expense	4		8		13
Write-offs, less recoveries, and other adjustments	(9)		(10)		(4)
Ending balance	$	13	$	18	$	20

Trade Receivables Securitization and Factoring Programs

Property and Equipment

Property and equipment, which includes assets recorded under finance leases, are stated at cost less accumulated depreciation or, in the case of acquired property and equipment, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expenses as incurred.

For computer software developed, all costs incurred during the planning and evaluation stages are expensed as incurred. Software development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter. Land and assets held within construction in progress are not depreciated.

The estimated useful lives of property and equipment are described below:


						Estimated Useful Life
Buildings						40 years
Leasehold improvements						Shorter of useful life or term of lease
Technology and automated systems						3 to 15 years
Warehouse equipment and other						3 to 15 years
Computer, software and equipment						1 to 5 years

Lease Obligations

The Company has operating leases primarily for real estate, warehouse equipment, trucks, trailers, containers and material handling equipment and finance leases for equipment. The Company determines if an arrangement is a lease at inception. For leases with terms greater than 12 months, the Company recognizes lease assets and liabilities at the lease commencement date based on the estimated present value of the lease payments over the lease term. Amounts received from a landlord are classified as a lease incentive and included as a reduction to the lease asset. Lease incentives received are included within operating activities on the Consolidated Statement of Cash Flows. For most of the Company’s leases, the implicit rate cannot be readily determined and, as a result, the Company uses the incremental borrowing rates at commencement date to determine the present value of future lease payments.

For leases that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), the Company generally includes both the lease costs and non-lease costs as a single lease component in the measurement of the lease asset and liability. The Company excludes variable lease payments (such as payments based on an index) from its initial measurement of the lease liability. The Company includes options to extend or terminate a lease in the lease term when the Company is reasonably certain to exercise such options.

Segment Reporting

The Company is comprised of two operating segments based on the operating results regularly reviewed by the chief operating decision-maker (“CODM”) to make decisions about resource allocation and the performance of the business. These two operating segments have been aggregated into a single reporting segment.

Goodwill and Intangible Assets

The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations. Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. The Company has two reporting units: i) Americas, Asia and Pacific and ii) Europe. The Company measures goodwill impairment, if any, as the amount by which the carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test. In performing the qualitative assessment, the Company considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the Company’s stock price and market capitalization of the Company and macroeconomic conditions. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). The Company uses the income approach and/or a market-based approach to determine the reporting units’ fair values, which are based on discounted cash flows. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and

assumptions. These estimates and assumptions primarily include but are not limited to, the discount rate, terminal growth rates, earnings before depreciation and amortization, and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. The Company evaluates the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting units, as well as the fair values of the corresponding assets and liabilities within the reporting units.

The Company’s intangible assets consist of customer relationships which are amortized on a straight-line basis or over their respective useful life using patterns that reflect the economic benefits of the assets are expected to be realized. The Company reviews its customer relationships for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Impairment of Long-lived assets

The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If an impairment indicator is present, the company evaluates recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group. If the assets are impaired, an impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the asset.

Insurance liabilities

The Company participates in a combination of self-insurance programs and purchased insurance to provide for the costs of medical, casualty, general liability, vehicular, cargo, cyber attack and workers’ compensation claims. The Company estimates insurance liabilities using several factors, primarily based on independent third-party actuary determined amounts, historical claims experience, estimates of incurred but not reported claims, demographic factors and severity factors.

Liabilities for the risks the Company retains, including estimates of claims incurred but not reported, are not discounted and are estimated, in part, by considering historical cost experience, demographic and severity factors, and judgments about current and expected levels of cost per claim and retention levels. Changes in these assumptions and factors can impact actual costs paid to settle the claims and those amounts may be different than estimates.

Revenue Recognition

The Company generates revenue by providing supply chain services for its customers, including warehousing and distribution, order fulfillment, reverse logistics, packaging and labeling, factory and aftermarket support, and inventory management contracts ranging from a few months to a few years. Generally, the Company’s contracts provide the customer an integrated service that includes two or more services, including but not limited to facility and equipment costs, construction, repair and maintenance services and labor.

For these contracts, the Company does not consider the services to be distinct within the context of the contract when the separate scopes of work combine into a single commercial objective or capability for the customer. Accordingly, the Company generally identifies one performance obligation in its contracts, which is a series of distinct services that remain substantially the same over time and possess the same pattern of transfer. Revenue is recognized using the series guidance over the period in which services are provided under the terms of the Company’s contractual relationships with its clients.

The transaction price is based on the amount specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration in a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration is comprised of cost reimbursement determined based on the costs

incurred, per-unit pricing is determined based on units provided, and time and materials pricing is determined based on the hours of services provided. The variable consideration component is recognized over time based on the level of activity.

Generally, pricing can be adjusted based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms.

Contract Assets

Contract assets consist of two components, customer acquisition costs and costs to fulfill a contract. The Company capitalizes direct and incremental costs incurred to obtain and to fulfill a contract in advance of revenue recognition, such as certain labor, third-party service and related product costs. These costs are recognized as an asset if the Company expects to recover them. Costs incurred to obtain a contract with an amortization period of one year or less are expensed as incurred. Contract fulfillment costs are recognized consistent with the transfer of the underlying performance obligations to the customer based on the specific contracts to which they relate. Contract assets are primarily amortized to Direct operating expense in the Consolidated Statements of Operations over the contract term.

Contract Liabilities

Contract liabilities, which are recorded within Other current liabilities and Other long-term liabilities on the Consolidated Balance Sheets, represent the Company’s obligation to transfer services to a customer for which the Company has received consideration or the amount is due from the customer.

Derivative Instruments

The Company records all its derivative financial instruments on the Consolidated Balance Sheets as assets or liabilities measured at fair value. For derivatives designated as a hedge, and effective as part of a hedge transaction, the effective portion of the gain or loss on the hedging derivative instrument is reported as a component of other comprehensive income or as a basis adjustment to the underlying hedged item and reclassified to earnings in the year in which the hedged item affects earnings. The effective portion of the gain or loss on hedges of foreign net investments is generally not reclassified to earnings unless the net investment is disposed of. To the extent derivatives do not qualify or are not designated as hedges, or are ineffective, their changes in fair value are recorded in earnings immediately, which may subject us to increased earnings volatility.

Stock-Based Compensation

The Company accounts for stock-based compensation based on the equity instrument’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based or performance-based vesting conditions only, the Company establishes the fair value based on the market price on the date of the grant. For stock options, the Company determines the fair value based on its stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company recognizes the grant date fair value of equity awards as compensation cost over the requisite service period. The Company accounts for forfeitures as they occur.

Defined Benefit Plan

The Company calculates its employer-sponsored retirement plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, expected long-term rate of return on plan assets, mortality rates and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent the Company’s best estimates based on available information regarding historical experience and factors

that may cause future expectations to differ. The Company’s obligation and future expense amounts could be materially impacted by differences in experience or changes in assumptions.

The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in accumulated other comprehensive income (loss) (“AOCI”) and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Cumulative gains and losses over 10% of the greater of the beginning of year benefit obligation or fair value of the plan assets are amortized over the expected average life expectancy.

Income Taxes

The Company accounts for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which the Company recognizes the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. The calculation of the annual effective tax rate relies on several factors including pre-tax earnings, various jurisdiction statutory tax rates, tax credits, uncertain tax positions, valuation allowances and differences between tax laws and accounting laws. The effective tax rate in any financial statement period may be materially impacted by changes in the blend and/or level of earnings by individual taxing jurisdictions. Valuation allowances are established when it is more likely than not that the Company’s deferred tax assets will not be realized based on all available evidence. The Company records Global Intangible Low-Taxed Income tax as a period cost.

The Company uses judgments and estimates in evaluating its tax positions. The Company’s tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. The Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years. The Company recognizes tax benefits from uncertain tax positions only if based on the technical merits of the position it is more likely than not that the tax positions will be sustained on examination by the tax authority. The Company adjusts these tax liabilities, including related interest and penalties, based on the current facts and circumstances. The Company reports tax-related interest and penalties as a component of income tax expense.

Foreign Currency Translation and Transactions

The assets and liabilities of the Company’s foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCI in the Consolidated Balance Sheets. The Company converts foreign currency transactions recognized in the Consolidated Statements of Operations to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Other income, net in the Consolidated Statements of Operations and were not material for any of the years presented.

Adoption of New Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This guidance 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. The Company adopted this standard on January 1, 2021 on a prospective basis. The adoption did not have a material effect on the consolidated financial statements.

Accounting Pronouncements Issued But Not Yet Adopted

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. The Company intends to apply this guidance when modifications of contracts that include LIBOR occur, which is not expected to have a material impact on the consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. This guidance will be effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements.

The Separation	12 Months Ended
The Separation	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Separation	3. The Separation The Separation was completed under a Separation and Distribution Agreement and various other agreements that govern aspects of the Company’s relationship with XPO, including, but not limited to a Transition Services Agreement (“TSA”), a Tax Matters Agreement (“TMA”), an Employee Matters Agreement (“EMA”) and an Intellectual Property License Agreement (“IPLA”). The Separation and Distribution Agreement contains provisions that, among other things, relate to (i) assets, liabilities and contracts transferred, assumed and assigned to each of GXO and XPO as part of the Separation, (ii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of GXO’s business with GXO and financial responsibility for the obligations and liabilities of XPO’s remaining business with XPO, (iii) the allocation among GXO and XPO of rights and obligations under existing insurance policies for occurrences before completion of the Separation and (iv) procedures governing the resolution of disputes, controversies or claims that may arise between GXO and XPO related to the Separation. Under the TSA, (i) XPO provides GXO and certain of its affiliates, on an interim, transitional basis, various services, and (ii) GXO provides XPO and certain of its affiliates, on an interim, transitional basis, various services. The services provided include treasury administration, employee benefits administration, information technology services, regulatory services, general administrative services and other support services. The services generally commenced on the date of the Separation and will terminate no later than 12 months following the Separation. XPO and GXO also entered into a TMA that governs the parties’ respective rights, responsibilities and obligations for tax matters; including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other tax matters. GXO is generally responsible for federal, state and foreign income taxes (i) imposed on a separate return basis on GXO or any of its subsidiaries or (ii) imposed on a consolidated or combined return basis for audit or other adjustments attributable to GXO or any of its subsidiaries, in each case, for taxable periods, or portions thereof, that ended on or prior to the Separation. The TMA provides special rules that allocate responsibility for tax liabilities arising from a failure of the Separation transactions to qualify for tax-free treatment based on the reasons for such failure. The TMA also imposes restrictions on GXO during the two years following the Separation that are intended to prevent the Separation and certain related transactions from failing to qualify as transactions that are generally tax-free. The EMA allocated assets, liabilities, and responsibilities relating to employee compensation and benefit plans and programs and other employee-related matters in connection with the Separation. Under the EMA, the Company became the plan sponsor for its U.K. defined benefit pension plan (the “U.K. Retirement Plan”) and recognized net assets of $36 million, reflecting the plan assets and projected benefit obligation, and accumulated other comprehensive loss, net of tax of $82 million. See Note — 14 Employee Benefit Plans for additional information. The IPLA provides the parties with reciprocal, non-exclusive licenses under certain intellectual property rights transferred to GXO and certain intellectual property rights retained by XPO to provide the parties freedom to operate their respective businesses. In connection with the Separation, related party debt between GXO and XPO was settled and is no longer reflected in the Consolidated Balance Sheet as of December 31, 2021. In June 2021, the Company entered into a five-year, unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”). Initially, the Revolving Credit Facility provides commitments of up to $800 million, of which $60 million will be available for the issuance of letters of credit. Additionally, in July 2021, the Company completed an offering of $800 million aggregate principal amount of notes, consisting of $400 million of notes due 2026 (the “2026 Notes”) and $400 million of notes due 2031 (the “2031 Notes,” and together with the 2026 Notes, the “Notes”). The net proceeds from the Notes were used to fund a cash payment to XPO of $794 million in connection with the Separation. See Note — 11 Debt and Financing Arrangements for additional information. In July 2021, in connection with the Separation, XPO’s existing trade receivable securitization program was amended; the previous €400 million ($455 million) program is now comprised of two separate €200 million ($227 million) programs, one of which remains with the Company and expires in July 2024. See Note — 11 Debt and Financing Arrangements for additional information. In August 2021, the Company amended certain legal entity structures and transferred assets under a legal entity restructuring plan. In connection with the restructuring, the Company entered into certain agreements to license the right to use trademarks, trade names and other intellectual property related to the GXO brand to its non-U.S. affiliates and recorded a positive income tax adjustment of $42 million along with a corresponding increase to deferred tax asset in the third quarter of 2021. Also, in connection with the legal entity restructuring, the Company made a one-time income tax cash payment of $16 million in the fourth quarter of 2021.

Acquisitions	12 Months Ended
Acquisitions	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Acquisitions	4. Acquisitions European Acquisition In January 2021, the Company acquired the majority of Kuehne + Nagel’s contract logistics operations in the U.K. (the “K + N acquisition”). For the year ended December 31, 2021, the K + N acquisition generated revenues of $604 million, primarily recorded in the food and beverage vertical, and operating income was not material. The operations provide a range of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management. The Company recorded the fair value of assets and liabilities assumed, including approximately $300 million of operating and finance lease assets and liabilities. The Company acquired intangibles of $26 million with a weighted-average amortization period of 9 years. Goodwill acquired in connection with the acquisition was $16 million, recorded in the European reporting unit. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated financial statements. GXO Logistics Europe Purchase In 2020 and 2019, the Company purchased additional noncontrolling interest in GXO Logistics Europe of $21 million and $258 million, respectively. In connection with the Separation, the portion of the noncontrolling interest not attributable to GXO was recorded as a transfer to the XPO investment account. In 2021, the Company completed the purchase of the remaining noncontrolling interest at a cost of approximately $128 million and transferred $40 million to XPO. Following this transaction, the Company owns all of the outstanding shares of GXO Logistics Europe SAS.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

5. Revenue Recognition

Revenue disaggregated by geographical area was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
United Kingdom	$	2,634	$	1,526	$	1,385
United States	2,469		2,221		2,338
France	734		643		652
Netherlands	651		499		467
Spain	479		422		377
Other	973		884		875
Total	$	7,940	$	6,195	$	6,094

The Company’s revenue can also be disaggregated by various verticals, reflecting the customers’ principal industry sector. Revenue disaggregated by industry sector was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
E-commerce, omnichannel retail and consumer technology	$	4,191	$	3,258	$	3,007
Food and beverage	1,328		908		936
Industrial and manufacturing	994		920		952
Consumer packaged goods	832		627		505
Other	595		482		694
Total	$	7,940	$	6,195	$	6,094

Contract Balances


	December 31,
(In millions)	2021		2020
Contract assets (1)	$	147	$	66
Contract liabilities (2)	220		97

(1) Contract assets are included in Other current assets and Other long-term assets.

(2) Contract liabilities are included in Other current liabilities and Other long-term liabilities. For the year ended December 31, 2021, the Company recognized revenues of $68 million that were included in contract liabilities at December 31, 2020. As of December 31, 2021, contract liabilities included $64 million related to the K + N acquisition.

Performance Obligations

The remaining performance obligations relate to firm customer contracts for which services have not been performed and future revenue recognition is expected. As permitted in determining the remaining performance obligation, the Company omits obligations that have original expected durations of one year or less or contain variable consideration. On December 31, 2021, the fixed consideration component of the Company’s remaining performance obligation was approximately $2.1 billion, and the Company expects to recognize approximately 69% of that amount over the next three years and the remainder thereafter. The Company estimates 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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&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=123351226&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=123351226&loc=SL49130554-203045

+ Details

Restructuring Charges

12 Months Ended

Dec. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring Charges

6. Restructuring Charges

The Company engages in restructuring actions as part of its ongoing efforts to best use its resources and infrastructure, including actions in response to COVID-19. These actions generally include severance and facility-related costs, including impairment of operating lease assets, and are intended to improve efficiency and profitability.

The following is a rollforward of the Company’s restructuring liability, which is included in Other current liabilities in the Consolidated Balance Sheet:


(In millions)
Balance as of December 31, 2019	$	11
Charges incurred (1)	29
Payments	(16)
Foreign exchange and other	(4)
Balance as of December 31, 2020	$	20
Charges incurred (1)	4
Payments	(14)
Foreign exchange and other	(7)
Balance as of December 31, 2021	$	3

(1) Charges incurred are net of adjustments to previously recognized liabilities.

The remaining restructuring liability at December 31, 2021 primarily relates to severance payments and is expected to be substantially paid within 12 months.

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

7. Property and Equipment

The following table summarizes property and equipment:


	December 31,
(In millions)	2021		2020
Land	$	7	$	6
Buildings and leasehold improvements	326		273
Warehouse equipment and other	832		700
Computer, software and equipment (1)	550		499
Technology and automated systems	276		214
Total property and equipment, gross	1,991		1,692
Less: accumulated depreciation and amortization	(1,128)		(922)
Total property and equipment, net	$	863	$	770

(1) Includes internally developed software of $214 million and $198 million as of December 31, 2021 and 2020, respectively.

Depreciation and amortization of property and equipment was $274 million, $262 million and $236 million for the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021 and 2020, the Company held long-lived tangible assets outside the U.S. of $428 million and $359 million, respectively.

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

8. Leases

The following amounts were recorded in the Consolidated Balance Sheets related to leases:


	December 31,
(In millions)	2021		2020
Operating leases:
Operating lease assets	$	1,772	$	1,434

Current operating lease liabilities	$	453	$	332
Long-term operating lease liabilities	1,391		1,099
Total operating lease liabilities	$	1,844	$	1,431

Finance leases:
Property and equipment, gross	$	234	$	199
Accumulated depreciation	(79)		(49)
Property and equipment, net	$	155	$	150

Short-term borrowings and obligations under finance leases	$	34	$	31
Long-term debt and obligations under finance leases	133		127
Total finance lease liabilities	$	167	$	158

Supplemental weighted-average information for leases was as follows:


	December 31,
	2021		2020
Weighted-average remaining lease term
Operating leases	5.3 years		5.7 years
Finance leases	11.6 years		11.4 years
Weighted-average discount rate
Operating leases	3.5	%	4.4	%
Finance leases	3.8	%	4.6	%

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Operating leases:
Operating lease cost	$	657	$	532	$	500
Short-term lease cost	80		55		57
Variable lease cost	75		65		65
Total lease cost	$	812	$	652	$	622
Finance leases:
Amortization of leased assets	$	32	$	24	$	12
Interest expense on lease liabilities	6		4		2
Total lease cost	$	38	$	28	$	14
Total operating and finance lease cost	$	850	$	680	$	636

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	578	$	556	$	505
Operating cash flows for finance leases	6		4		2
Financing cash flows for finance leases	25		17		11
Leased assets obtained in exchange for new lease obligations:
Operating leases (1)	$	932	$	392	$	478
Finance leases (2)	39		38		51

(1) Includes $281 million related to the K + N acquisition.

(2) Includes $23 million related to the K + N acquisition.

Maturities of lease liabilities as of December 31, 2021 were as follows:


(In millions)	Finance Leases		Operating Leases
2022	$	38	$	503
2023	34		440
2024	25		332
2025	22		248
2026	12		181
Thereafter	81		329
Total lease payments	212		2,033
Less: interest	(45)		(189)
Present value of lease liabilities	$	167	$	1,844

As of December 31, 2021, the Company had additional operating leases that have not yet commenced with future undiscounted lease payments of approximately $301 million. These operating leases will begin in 2022 and 2023, with initial lease terms ranging from 1 to 15 years.

Leases

8. Leases

The following amounts were recorded in the Consolidated Balance Sheets related to leases:


	December 31,
(In millions)	2021		2020
Operating leases:
Operating lease assets	$	1,772	$	1,434

Current operating lease liabilities	$	453	$	332
Long-term operating lease liabilities	1,391		1,099
Total operating lease liabilities	$	1,844	$	1,431

Finance leases:
Property and equipment, gross	$	234	$	199
Accumulated depreciation	(79)		(49)
Property and equipment, net	$	155	$	150

Short-term borrowings and obligations under finance leases	$	34	$	31
Long-term debt and obligations under finance leases	133		127
Total finance lease liabilities	$	167	$	158

Supplemental weighted-average information for leases was as follows:


	December 31,
	2021		2020
Weighted-average remaining lease term
Operating leases	5.3 years		5.7 years
Finance leases	11.6 years		11.4 years
Weighted-average discount rate
Operating leases	3.5	%	4.4	%
Finance leases	3.8	%	4.6	%

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Operating leases:
Operating lease cost	$	657	$	532	$	500
Short-term lease cost	80		55		57
Variable lease cost	75		65		65
Total lease cost	$	812	$	652	$	622
Finance leases:
Amortization of leased assets	$	32	$	24	$	12
Interest expense on lease liabilities	6		4		2
Total lease cost	$	38	$	28	$	14
Total operating and finance lease cost	$	850	$	680	$	636

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	578	$	556	$	505
Operating cash flows for finance leases	6		4		2
Financing cash flows for finance leases	25		17		11
Leased assets obtained in exchange for new lease obligations:
Operating leases (1)	$	932	$	392	$	478
Finance leases (2)	39		38		51

(1) Includes $281 million related to the K + N acquisition.

(2) Includes $23 million related to the K + N acquisition.

Maturities of lease liabilities as of December 31, 2021 were as follows:


(In millions)	Finance Leases		Operating Leases
2022	$	38	$	503
2023	34		440
2024	25		332
2025	22		248
2026	12		181
Thereafter	81		329
Total lease payments	212		2,033
Less: interest	(45)		(189)
Present value of lease liabilities	$	167	$	1,844

Goodwill

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

9. Goodwill

The following tables present the changes in goodwill for the years ended December 31, 2021 and 2020.


(In millions)
Goodwill as of December 31, 2019	$	1,984
Impact of foreign exchange translation	79
Goodwill as of December 31, 2020	2,063
Acquisition	16
Impact of foreign exchange translation	(62)
Goodwill as of December 31, 2021	$	2,017

As of December 31, 2021 and 2020, there were no accumulated goodwill impairment losses.

Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

10. Intangible Assets

The following table summarizes identifiable intangible assets:


	December 31, 2021						December 31, 2020
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Customer relationships	$	664	$	(407)	$	257	$	672	$	(373)	$	299

For the years ended December 31, 2021, 2020 and 2019, there were no intangible assets impairment losses.

Intangible asset amortization expense was $61 million, $61 million and $65 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows.


(In millions)	2022		2023		2024		2025		2026		Thereafter
Estimated amortization expense	$	48	$	41	$	39	$	35	$	32	$	62

Debt and Financing Arrangements

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt and Financing Arrangements

11. Debt and Financing Arrangements

The following table summarizes the carrying value of debt:


	December 31,
(In millions)	2021		2020
1.65% Unsecured notes due 2026 (1)	$	397	$	—
2.65% Unsecured notes due 2031 (2)	396		—
Finance leases and other	168		161
Borrowings related to trade securitization program	—		26
Related-party debt	—		486
Total debt and obligations under finance leases	961		673
Less: Short-term borrowings and obligations under finance leases	34		58
Total long-term debt and obligations under finance leases	$	927	$	615

(1) The carrying value of the 1.65% Notes due 2026 is presented net of unamortized debt issuance cost and discount of $3 million as of December 31, 2021.

(2) The carrying value of the 2.65% Notes due 2031 is presented net of unamortized debt issuance cost and discount of $4 million as of December 31, 2021.

Unsecured Notes

In July 2021, the Company completed an offering of $800 million aggregate principal amount of notes, consisting of the 2026 Notes and the 2031 Notes.

The 2026 Notes bear interest at a rate of 1.65% per annum payable semiannually in arrears on January 15 and July 15 of each year, beginning January 15, 2022, and maturing on July 15, 2026. The 2031 Notes bear interest at a rate of 2.65% per annum payable semiannually in arrears on January 15 and July 15 of each year, beginning January 15, 2022, and maturing on July 15, 2031. The indentures governing the Notes contain covenants that are customary for financings of this type, including a limitation on liens. At December 31, 2021, the Company was in compliance with the covenants of the indenture governing the Notes.

The Company recognized $6 million of debt discounts and $2 million of debt issuance costs that were recorded as a reduction to the related debt instrument and will be amortized to interest expense over the life of the Notes.

Revolving Credit Facility

In June 2021, prior to the Separation, the Company entered into a five-year unsecured multi-currency Revolving Credit Facility. Initially, the Revolving Credit Facility provides commitments of up to $800 million, of which $60 million will be available for the issuance of letters of credit. Loans under the Revolving Credit Facility will bear interest at a fluctuating rate equal to: (i) with respect to borrowings in dollars, at the Company’s option, the alternate base rate or the reserve-adjusted LIBOR, (ii) with respect to borrowings in Canadian dollars, the reserve-adjusted Canadian Dollar Offered Rate, and (iii) with respect to borrowings in Euros, the reserve-adjusted Euro Interbank Offered Rate, in each case, plus an applicable margin calculated based on the Company’s credit ratings. In addition, the Company is paying a commitment fee of 0.15% per annum on the unused portion of the commitments under the Revolving Credit Facility.

The covenants in the Revolving Credit Facility, which are customary for financings of this type, limit the Company’s ability to incur indebtedness and grant liens, among other restrictions. In addition, the Revolving Credit Facility requires the Company to maintain a consolidated leverage ratio below a specified maximum. At December 31, 2021, the Company was in compliance with the covenants of the credit agreement governing its Revolving Credit Facility.

There were no amounts outstanding under the Revolving Credit Facility as of December 31, 2021. Amounts drawn and repaid within three months are presented as net in the Consolidated Statement of Cash Flows.

Related-Party Debt

The following related-party debt agreements between GXO and XPO were settled pursuant to the Separation and are no longer reflected in the Consolidated Balance Sheet as of December 31, 2021.

•An unsecured loan bearing interest at a rate of 5.625% with a principal amount not exceeding $391 million and maturing in June 2024. As of December 31, 2020, the Company had an outstanding loan payable to XPO of $186 million.

•A €20 million unsecured loan entered into in 2013, bearing interest at a variable rate of twelve-month Euribor plus 1% and maturing in October 2026. As of December 31, 2020, the Company had an outstanding loan payable to XPO of $23 million.

•A £82 million unsecured loan bearing interest at a variable rate of twelve-month LIBOR plus 1% and maturing in October 2026. As of December 31, 2020, the Company had an outstanding loan payable to XPO of $112 million.

•A €335 million loan bearing interest at a fixed rate of 5.625% and maturing in June 2024. As of December 31, 2020, the Company had an outstanding loan payable to XPO of $165 million.

Trade Receivables Securitization and Factoring Programs

The Company sells certain of its trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements. The Company also sells certain European trade accounts receivable under a securitization program that contains financial covenants customary for this type of arrangement, including maintaining a defined average days sales outstanding ratio. The Company accounts for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows. The trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables. The Company uses trade receivables securitization and factoring programs to help manage its cash flows.

Under the securitization program, the Company participates in a trade receivables securitization program co-arranged by two European banks (the “Purchasers”). Under the program, a wholly-owned bankruptcy-remote special

purpose entity of the Company sells trade receivables that originate with wholly-owned subsidiaries to unaffiliated entities managed by the Purchasers. The special purpose entity is a variable interest entity and has been presented within these consolidated financial statements based on the Company’s control of the entity’s activities. In July 2021, in connection with the Separation, XPO’s existing trade receivable securitization program was amended; the previous €400 million ($455 million) program is now comprised of two separate €200 million ($227 million) programs, one of which remains with the Company and expires in July 2024. As of July 2021, the Company’s special purpose entity no longer purchases trade receivables from XPO. As of December 31, 2020, Other current assets include trade receivables purchased from XPO in connection with the Company’s trade receivables securitization program of $105 million. The weighted average interest rate was 0.75% as of December 31, 2021. Charges for commitment fees, which are based on a percentage of available amounts, and charges for administrative fees were not material to the Company’s results of operations for the years ended December 31, 2021, 2020 and 2019.

The Company accounts for transfers under its securitization and factoring arrangements as sales because the Company sells full title and ownership in the underlying receivables and control of the receivables is considered transferred. For these transfers, the receivables are removed from the Consolidated Balance Sheets at the date of transfer. In the securitization and factoring arrangements, the Company’s continuing involvement is limited to servicing the receivables. The fair value of any servicing assets and liabilities is immaterial. The trade receivables securitization program permits us to borrow, on an unsecured basis, cash collected in a servicing capacity on previously sold receivables which are included in short-term borrowings and obligations under finance leases in the Consolidated Balance Sheets until they are repaid in the following month’s settlement.

In January 2022, the Company halted sales of European trade accounts receivable related to the securitization program with the intention to terminate the program in 2022.

Information related to trade receivables sold was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Securitization programs
Receivables sold in period	$	1,850	$	1,491	$	1,023
Cash consideration	1,850		1,491		943
Deferred purchase price	—		—		80

Factoring programs
Receivables sold in period	$	450	$	612	$	794
Cash consideration	449		611		790

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Name Accounting Standards Codification
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+ Details

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

12. Accrued Expenses

The components of accrued expenses are as follows:


	December 31,
(In millions)	2021		2020
Facility and transportation charges	$	387	$	259
Salaries and wages	367		317
Value-added tax and other taxes	135		141
Other	109		67
Total accrued expenses	$	998	$	784

Fair Value Measurements and Financial Instruments

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements and Financial Instruments

13. Fair Value Measurements and Financial Instruments

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.

Assets and liabilities

The Company bases its fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of December 31, 2021 and 2020, due to their short-term nature.

Debt

The fair value of debt was as follows:


		December 31, 2021				December 31, 2020
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
1.65% Unsecured notes due 2026	2	$	391	$	397	$	—	$	—
2.65% Unsecured notes due 2031	2	394		396		—		—
Related-party debt	3	—		—		486		486

Financial Instruments

The Company directly manages its exposure to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. The Company uses derivative instruments to manage the volatility related to these exposures. The objective of these derivative instruments is to reduce fluctuations in earnings and cash flows associated with changes in foreign currency exchange rates. In connection with the Separation, XPO novated certain cross-currency swaps and options to the Company. As a result, the Company recorded accumulated other comprehensive loss, net of tax of $28 million. These financial instruments are not used for trading or other speculative purposes. The Company does not expect to incur any losses as a result of counterparty default.

Derivatives

Cross-Currency Swap Agreements

The Company enters into cross-currency swap agreements to manage the foreign currency exchange risk related to its international operations by effectively converting fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, Euro-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, the Company will receive interest, either on a quarterly or semi-annual basis, from the counterparties based on USD fixed interest rates, and the Company will pay interest, also on a quarterly or

semi-annual basis, to the counterparties based on Euro fixed interest rates. At maturity, the Company will repay the original principal amount in EUR and receive the principal amount in USD. These agreements expire at various dates through 2026.

The Company designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. The Company applies the critical terms match method of assessing the effectiveness of its net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in AOCI. The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. 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 in the Consolidated Statements of Cash Flows.

Foreign Currency Options

The Company uses foreign currency option contracts to mitigate the risk of a reduction in the value of earnings from the operations that use the Euro or the British pound sterling as their functional currency. The foreign currency option contracts were not designated as qualifying hedging instruments as of December 31, 2021. The contracts are used to manage the Company’s 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 Other income, net in the Consolidated Statements of Operations. Cash flows related to the foreign currency contracts are included in investing activities in the Consolidated Statements of Cash Flows, consistent with the nature and purpose for which these derivatives were acquired.

The Company presents the fair value of its derivative assets and liabilities on a gross basis. The fair value of derivative instruments and the related notional amounts were as follows:


	December 31, 2021
(In millions)	Notional Amount		Balance Sheet Location	Fair Value
Derivatives designated as hedges
Liabilities:
Cross-currency swap agreements	$	328	Other current liabilities	$	4
Cross-currency swap agreements	165		Other long-term liabilities	4
Derivatives not designated as hedges
Assets:
Foreign currency option contracts	$	368	Other current assets	$	11
Foreign currency option contracts	37		Other long-term assets	1

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

The effect of derivative instruments designated as hedges in the Consolidated Statements of Operations was as follows:


	Year Ended December 31, 2021
(In millions)	Gain (loss) on Derivatives Recognized in OCI		Gain (loss) Reclassified from AOCI into Net Income (Loss) (1)		Gain (loss) Recognized in Net Income (Loss) on Derivatives (Excluded from effectiveness testing)
Derivatives designated as net investment hedges
Cross-currency swap agreements	$	(17)	$	1	$	2
Total	$	(17)	$	1	$	2

(1) Amounts reclassified to net income are reported within Other income, net in the Consolidated Statements of Operations.

The gain recognized in earnings for foreign currency options not designated as hedging instruments was $2 million for the year ended December 31, 2021, of which $1 million was unrealized. These amounts are recorded in Other income, net in the Consolidated Statements of Operations.

There were no derivative instruments in the consolidated financial statements as of December 31, 2020.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

Employee Benefit Plans

14. Employee Benefit Plans

Defined Benefit Plan

Prior to the Separation, certain eligible employees of XPO participated in XPO’s U.K. Retirement Plan which did not allow for new participants or additional benefit accruals. In connection with the Separation, the Company became the plan sponsor for the U.K. Retirement Plan, and the consolidated financial statements for the year ended December 31, 2021 include the funded status of the plan and periodic benefit costs. The majority of the plan assets transferred to the Company were fixed income securities including government bonds and debt instruments which are primarily classified as Level 2 in the fair value hierarchy. There are no unfunded commitments or redemption restrictions related to these investments. The Company also maintains defined benefit pension plans for some of its foreign subsidiaries that are excluded from the disclosures below due to their immateriality.

The Company determines the net periodic benefit costs using assumptions regarding the projected benefit obligation and the fair value of the plan assets as of the beginning of the year. Net periodic benefit cost is recorded within Other income, net in the Consolidated Statement of Operations. The Company calculates the funded status of the defined benefit pension plan as the difference between the projected benefit obligation and the fair value of the plan assets.

Funded Status of Defined Benefit Plan

The change in the projected benefit obligation of the plan as of December 31, 2021 was as follows:


(In millions)
Projected benefit obligation at beginning of year	$	—
Liabilities assumed from XPO	1,408
Interest cost	11
Actuarial loss	39
Benefits paid	(27)
Foreign currency exchange rate changes	(31)
Projected benefit obligation at end of year (1)	$	1,400

(1) As of December 31, 2021, the accumulated benefit obligation was equal to the projected benefit obligation.

Actuarial losses were a result of assumption changes, including a decrease in the discount rate and an increase in the inflation assumptions.

The change in the fair value of the plan assets as of December 31, 2021 was as follows:


(In millions)
Fair value of plan assets at beginning of year	$	—
Assets transferred from XPO	1,444
Actual return on plan assets	75

Benefits paid	(27)
Foreign currency exchange rate changes	(32)
Fair value of plan assets at end of year	$	1,460

The reconciliation of the funded status of the plan as of December 31, 2021 was as follows:


(In millions)
Fair value of plan assets	$	1,460
Projected benefit obligation	1,400
Funded status at the end of the year (1)	$	60

(1) Funded status is recorded within Other long-term assets.

The amounts included in AOCI that have not yet been recognized in net periodic benefit as of December 31, 2021 were as follows:


(In millions)
Actuarial loss	$	(113)
Prior-service credit	16
Net amount recognized in AOCI (1)	$	(97)

(1) In connection with the Separation, $103 million of accumulated other comprehensive loss was transferred from XPO.

The components of net periodic benefit cost for the year ended December 31, 2021 were as follows:


(In millions)
Interest cost	$	(11)
Expected return on plan assets	30

Net periodic benefit income (1)	$	19

(1) Net periodic benefit income is recorded within Other income, net.

The amounts recognized in other comprehensive income for the year ended December 31, 2021 were as follows:


(In millions)
Actuarial gain	$	6
Other comprehensive income	$	6

The weighted-average assumptions used to determine the projected benefit obligation and the net periodic costs were as follows:


Weighted average assumptions used to determine benefit obligation at December 31, 2021
Discount rate	1.82	%
Rate of compensation increase (1)	—	%
Weighted average assumptions used to determine net periodic costs for the year ended December 31, 2021
Discount rate	1.87	%
Rate of compensation increase (1)	—	%
Expected long-term rate of return on plan assets	4.25	%

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

Plan Assets

The Company’s U.K. Retirement Plan’s assets are separated from its assets and invested by trustees, which include representatives of the Company, to meet the U.K. Retirement Plan’s projected future pension liabilities. The trustees’ investment objectives are to meet the performance target set in the deficit recovery plan of the U.K. Retirement Plan in a risk-controlled framework. The target strategic asset allocation for the U.K. Retirement Plan consists of approximately 40% matching assets (U.K. gilts and cash) and approximately 60% growth and income assets (consisting of a range of pooled funds investing in structured equities, investment grade and high yield bonds and asset-backed securities). The target asset allocations of the U.K. Retirement Plan include acceptable ranges for each asset class. The actual asset allocations of the U.K. Retirement Plan are in line with the target asset allocations.

Collateral assets consist of U.K. fixed-interest gilts, index-linked gilts and cash, which are used to back derivative positions that hedge the sensitivity of the liabilities to changes in interest rates and inflation. On the U.K. Retirement Plan Actuary’s Long Term funding basis, approximately 90% of the liability interest rate sensitivity and 90% of the liability inflation sensitivity were hedged as of December 31, 2021.

The fair values of investments held in the pension plans by major asset category as of December 31, 2021 and the percentage that each asset category comprises of total plan assets were as follows:


	December 31, 2021
(In millions)	Level 1		Level 2		Level 3		Not Subject to Leveling (1)		Total
Asset category
Cash and cash equivalents	$	60	$	—	$	—	$	—	$	60
Fixed income securities	—		1,173		—		506		1,679
Derivatives	—		(381)		—		102		(279)
Total plan assets	$	60	$	792	$	—	$	608	$	1,460

(1) Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total defined benefit pension plan assets.

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


(In millions)	2022		2023		2024		2025		2026		2027-2031
Expected payment	$	50	$	51	$	54	$	54	$	57	$	299

Funding

The Company’s funding practice is to evaluate the tax and cash position, and the funded status of the plan, in determining the planned contributions. The Company estimates that it will contribute approximately $2 million to the U.K. Retirement Plan in 2022 but this could change based on variations in interest rates, asset returns and other factors.

Defined Contribution Plans

The Company sponsors a defined contribution plan that is available to employees whose primary place of employment is the U.S. The Company matches up to a 4% of employees’ pre-tax contributions, after completing one year of service. The Company’s costs for defined contribution plan were $16 million, $14 million and $14 million for the years ended December 31, 2021, 2020 and 2019, respectively, and were primarily included in Direct operating expenses.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

15. Stockholders’ Equity

The following table summarizes the changes in AOCI by component:


(In millions)	Foreign Currency Translation Adjustments		Derivative Hedges		Defined Benefit Plans		Less: AOCI attributable to noncontrolling interest		AOCI attributable to GXO
As of December 31, 2019	$	(68)	$	(2)	$	(2)	$	6	$	(66)
Unrealized gains (losses), net of tax	129		2		1		(8)		124



As of December 31, 2020	$	61	$	—	$	(1)	$	(2)	$	58
Unrealized gains (losses), net of tax	(47)		—		7		1		(39)
Amounts reclassified from AOCI to net income	1		—		—		—		1

Transfers from XPO, net of tax	(68)		—		(82)		—		(150)
Net other comprehensive income, net of tax	$	(114)	$	—	$	(75)	$	1	$	(188)
As of December 31, 2021	$	(53)	$	—	$	(76)	$	(1)	$	(130)

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

16. Stock-Based Compensation

Prior to the Separation, GXO employees participated in XPO’s equity incentive plan, pursuant to which they were granted restricted stock units, performance-based restricted stock units and non-qualified or incentive stock options. All awards granted under these plans related to XPO common shares. In connection with the Separation, and in accordance with the EMA, the Company’s employees with outstanding former XPO stock-based awards received replacement stock-based awards under the Plan at Separation. The value of the replaced stock-based awards was designed to preserve the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value of the award immediately prior to the Separation.

In August 2021, the Company established the 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan authorizes the issuance of up to 11.6 million shares of common stock as Awards. Under the 2021 Incentive Plan, directors, officers and employees may be granted various types of stock-based compensation awards. These awards include stock options, restricted stock, RSUs, performance-based units and cash incentive awards (collectively, “Awards”). As of December 31, 2021, 9.0 million shares of common stock were available for the grant of Awards under the 2021 Incentive Plan.

Prior to the Separation, the stock-based compensation expense recorded by the Company includes the expense associated with the employees historically attributable to the Company’s operations, as well as the expense associated with the allocation of equity-based compensation expense for corporate employees. The amounts presented are not necessarily indicative of future awards and do not necessarily reflect the costs that the Company would have incurred as an independent company for the periods presented.

The following table summarizes stock-based compensation expense recorded in Selling, general and administrative expense in the Consolidated Statements of Income:


	Year Ended December 31,
(In millions)	2021		2020		2019
Restricted stock and restricted stock units	$	20	$	23	$	17
Performance-based restricted stock units	5		2		6
Stock options	3		—		—
Total stock-based compensation expense	$	28	$	25	$	23
Tax benefit on stock-based compensation	$	1	$	1	$	—

Stock Options

The Company’s stock options vest over five years after the grant date, have a 10-year contractual term and an exercise price equal the stock price on the grant date. For awards issued prior to the Separation, the exercise price was converted in accordance with the EMA. A summary of stock option award activity for the year ended December 31, 2021 is presented in the following table:


	Stock Options
	Number of Stock Options (in thousands)	Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Term (years)	Aggregate Intrinsic value(1) (in millions)
Outstanding as of December 31, 2020	—	$	—	0 years
Converted from XPO	1,170	64.72
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding as of December 31, 2021	1,170	$	64.72	9 years	$	31
Options exercisable as of December 31, 2021	6	$	12.12	4 years	$	—

(1) The intrinsic value is calculated as the difference between the market price of the Company’s common stock on the reporting date and the price paid by the options to exercise the option.

The Black-Scholes option-pricing model is used to estimate the fair value of share-based awards. The Black-Scholes option-pricing model incorporates various and subjective assumptions, including expected term and expected volatility. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used:


	Stock Option Plans
	2021			2020			2019
Weighted-average risk free rate of interest	1.2		%	—		%	—		%
Expected volatility	30		%	—		%	—		%
Weighted-average expected award life	6.7 years			0 years			0 years
Dividend yield	—		%	—		%	—		%
Weighted-average fair value	$	22.66		$	—		$	—

As of December 31, 2021, unrecognized compensation cost related to options of $23 million is anticipated to be recognized over a weighted-average period of approximately 4 years.

Restricted Stock, Restricted Stock Units and Performance-Based Restricted Stock Units

The Company grants RSUs and performance RSUs to its key employees, officers and directors with various vesting requirements. RSUs generally vest based on the passage of time (service conditions), typically four years, and performance PRSUs generally vest based on the achievement of other financial conditions. The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until the shares are issued and delivered in settlement of the awards.

A summary of RSU and PRSU award activity for the year ended December 31, 2021 is presented in the following table:


	RSUs			PRSUs
(In thousands, except per share)	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PRSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2020	—	$	—	—	$	—
Converted from XPO	1,214	36.97		256	53.93
Granted	139	87.07		—	—
Vested (1)	(45)	36.54		(7)	54.72
Forfeited and canceled	(45)	42.39		(2)	54.72
Outstanding as of December 31, 2021	1,263	$	42.31	247	$	53.91

(1) The number of RSUs and PRSUs vested includes common stock shares that the Company withheld on behalf of its employees to satisfy the minimum tax withholding.

The total fair value of RSUs that vested during 2021 and 2020 was $17 million and $23 million, respectively. The total fair value of PRSUs that vested during 2021 and 2020 was immaterial.

As of December 31, 2021, unrecognized compensation cost related to RSUs and PRSUs of $46 million is anticipated to be recognized over a weighted-average period of approximately 3 years.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

Income (loss) before taxes related to the Company’s domestic and foreign operations was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
U.S.	$	(25)	$	(82)	$	16
Foreign	178		76		102
Income (loss) before income taxes	$	153	$	(6)	$	118

The components of income tax expense (benefit) for 2021, 2020 and 2019 are presented in the following table:


	Year Ended December 31,
(In millions)	2021		2020		2019
Current:
U.S. federal	$	12	$	(2)	$	2
U.S state and local	2		(1)		1
Foreign	26		45		36
Total current income tax expense	$	40	$	42	$	39
Deferred:
U.S. federal	$	(13)	$	(16)	$	2
U.S state and local	(12)		(5)		(4)
Foreign	(23)		(5)		—
Total deferred income tax benefit	$	(48)	$	(26)	$	(2)
Total income tax expense (benefit)	$	(8)	$	16	$	37

Income tax expense (benefit) for 2021, 2020 and 2019 varied from the amount computed by applying the statutory income tax rate to income (loss) before income taxes. The Company’s U.S. federal statutory tax rate was 21 percent for 2021, 2020 and 2019. A reconciliation of the expected U.S. federal income tax expense (benefit), calculated by applying the federal statutory rate to the Company’s actual income tax expense (benefit) for 2021, 2020 and 2019 is presented in the following table:


	Year Ended December 31,
(In millions)	2021		2020		2019
Tax expense at U.S. federal statutory tax rate	$	32	$	(1)	$	25
State taxes, net of U.S. federal benefit	(8)		(5)		(2)
Foreign rate differential	(2)		(3)		(1)
Foreign operations (1)	5		20		10
Contribution- and margin-based taxes	4		6		6
Valuation allowances	1		—		—
Changes in prior period unrecognized tax benefits, including interest	—		1		—
Stock-based compensation	1		1		—
Intangible assets (2)	(42)		—		—
Other	1		(3)		(1)
Total income tax expense (benefit)	$	(8)	$	16	$	37

(1) Foreign operations include the net impact of changes to valuation allowances, the cost of inclusion of foreign income in the U.S. net of foreign taxes, and permanent items related to foreign operations.

(2) The Company recorded a positive one-time adjustment as a result of agreements by GXO’s non-U.S. affiliates to license the rights to use trademarks, trade names and other intellectual property related to the GXO brand.

Components of the Net Deferred Tax Asset or Liability

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented in the following table:


	Year Ended December 31,
(In millions)	2021		2020
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	74	$	126
Accrued expenses	45		20
Pension and other retirement obligations	—		7
Other	16		2
Gross deferred tax assets	135		155
Valuation allowances	(45)		(73)
Total deferred tax assets, net of valuation allowance	90		82
Deferred tax liabilities
Intangible assets	(45)		(89)
Property and equipment	(50)		(42)
Pension and other retirement obligations	(6)		—
Other	(12)		(5)
Gross deferred tax liabilities	(113)		(136)
Net deferred tax liability	$	(23)	$	(54)

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


	December 31,
(In millions)	2021		2020
Other long-term assets	$	48	$	—
Other long-term liabilities	(71)		(54)
Net deferred tax liability	$	(23)	$	(54)

Investments in Foreign Subsidiaries

Prior to December 31, 2017, U.S. federal income taxes had not been provided on the undistributed earnings of certain non-U.S. subsidiaries, to the extent that such earnings had been reinvested abroad for an indefinite period of time. The Company no longer maintains the indefinite reinvestment assertion on the undistributed earnings of those non-U.S. subsidiaries following the enactment of the Tax Cuts and Jobs Act of 2017.

Operating Loss and Tax Credit Carryforwards

The Company’s operating loss and tax credit carryforwards were as follows:


		December 31,
(In millions)	Expiration Date (1)	2021		2020
Federal net operating losses for all U.S. operations	2033	$	20	$	154
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2027	3		2
Federal tax credit carryforwards	Various times starting in 2032	5		1
State tax credit carryforward	Various times starting in 2022	6		7
Foreign net operating losses available to offset future taxable income	Various times starting in 2022	240		346

(1) Some credits and losses have unlimited carryforward periods.

Valuation Allowances

The Company established valuation allowances for some of its deferred tax assets, as it is more likely than not that these assets will not be realized in the foreseeable future. The Company concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowances have been provided on these assets.

The balances and activity related to the Company’s valuation allowances were as follows:


(In millions)	Beginning Balance		Additions	Reductions (1)	Ending Balance
2021	$	73	1	(29)	$	45
2020	$	56	17	—	$	73
2019	$	45	11	—	$	56

(1) As a result of the Separation, a $29 million decrease in valuation allowances was recorded as the corresponding tax attributes reported by the Company on a combined basis were not transferred to the Company.

Unrecognized Tax Benefits

A reconciliation of the beginning unrecognized tax benefits balance to the ending balance is presented in the following table:


	Year Ended December 31,
(In millions)	2021		2020		2019
Beginning balance	$	3	$	3	$	3
Increases related to positions taken during prior years	1		1		—

Reduction due to expiration of statutes of limitations	(1)		(1)		—
Ending balance	3		3		3
Interest and penalties	—		1		1
Gross unrecognized tax benefits	$	3	$	4	$	4
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$	3	$	3	$	3

The Company could reflect a reduction to unrecognized tax benefits of $3 million over the next 12 months due to the statute of limitations lapsing on positions or because tax positions are sustained on audit.

The Company is subject to taxation in the U.S. and various states and in foreign jurisdictions. As of December 31, 2021, the Company has no income tax years under examination by the IRS nor is the Company under examination by U.S. state and local taxing authorities for income taxes. Various non-U.S. tax returns for years after 2010 are open under relevant statutes of limitations and are subject to audit.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Earnings per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings per Share

18. Earnings per Share

Prior to the Separation, GXO employees participated in XPO’s equity incentive plan, pursuant to which they were granted restricted stock units, performance-based restricted stock units and non-qualified or incentive stock options. All awards granted under these plans were related to XPO common shares. In connection with the Separation, outstanding awards held by GXO employees were converted in accordance with the EMA. Depending on whether the awards held on the Separation date were in an unvested or vested status, GXO employees either received converted awards solely in GXO based shares (unvested status) or a combination of GXO and XPO shares (vested status). The conversion methodology used was calculated in accordance with the EMA and with the purpose of maintaining the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value immediately prior to the Separation.

On August 2, 2021, the date of the Separation, 114,626,250 shares of common stock of GXO were distributed to XPO stockholders of record as of the record date. This share amount is utilized for the calculation of basic and diluted earnings per share for all years presented prior to the Separation. For years prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no equity awards of GXO outstanding prior to the Separation.

For the year ended December 31, 2021, diluted earnings per share is computed by giving effect to all potentially dilutive stock awards that are outstanding. The computation of diluted earnings per share excludes the effect of the potential exercise of stock-based awards when the effect of the potential exercise would be anti-dilutive.

Approximately 88,000 shares are excluded from the calculation of diluted earnings per share for the year ended December 31, 2021, because their inclusion would have been anti-dilutive.

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


	Year Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)	2021		2020		2019
Net income (loss) attributable to common shares	$	153	$	(31)	$	60

Basic weighted-average common shares	114,632		114,626		114,626
Diluted effect of stock-based awards	965		—		—
Diluted weighted-average common shares	115,597		114,626		114,626

Basic earnings (loss) per share	$	1.33	$	(0.27)	$	0.52
Diluted earnings (loss) per share	$	1.32	$	(0.27)	$	0.52

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	19. Commitments and Contingencies The Company is involved, and will continue to be involved, in numerous legal proceedings arising out of the conduct of its business. These proceedings may include personal injury claims arising from the transportation and handling of goods, contractual disputes and employment-related claims, including alleged violations of wage and hour laws. The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company reviews and adjusts 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, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or discloses 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 Management’s assessment, together with legal counsel, regarding the ultimate outcome of the matter. Management of the Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. Management of the Company does not believe that the ultimate resolution of any matters to which the Company is presently a party will have a material adverse effect on its results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred. The Company carries liability and excess umbrella insurance policies that are deemed sufficient to cover potential legal claims arising in the normal course of conducting its operations. In the event the Company is required to satisfy a legal claim outside the scope of the coverage provided by insurance, its financial condition, results of operations or cash flows could be negatively impacted.

Related Party

12 Months Ended

Dec. 31, 2021

Related Party

20. Related Party

Prior to the Separation, the Company did not operate as a standalone business and the consolidated financial statements were derived from the consolidated financial statements and accounting records of XPO. Transactions between the Company and XPO, and other non-GXO subsidiaries of XPO, that occurred prior to the Separation have been classified as related-party transactions. Transactions that originated with XPO prior to the Separation were cash settled or forgiven as of August 2, 2021. For amounts that were forgiven, the amounts have been recorded as an adjustment to XPO Investment.

Allocation of General Corporate Expenses

The Consolidated Statements of Operations include expenses for certain centralized functions and other programs provided and/or administered by XPO that were charged directly to the Company prior to the Separation. In addition, for purposes of preparing these consolidated financial statements, a portion of XPO’s total corporate expenses was allocated to the Company. See Note — 2 Basis of Presentation and Significant Accounting Policies for a discussion of the methodology used to allocate such costs for purposes of preparing these consolidated financial statements.

Prior to the Separation, certain shared costs were allocated to the Company from XPO’s corporate overhead. Costs of $185 million, $223 million and $166 million for the years ended December 31, 2021, 2020 and 2019, respectively, have been reflected in Selling, general and administrative expense; Depreciation and amortization expense; and Transaction and integration costs in the Consolidated Statements of Operations. These amounts may not reflect the costs GXO would have incurred had the Company been a standalone entity during the years presented.

Transactions with XPO and its non-GXO Subsidiaries

Revenue and costs generated from XPO prior to the Separation were as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Revenue	$	8	$	7	$	10
Costs	80		115		148

Balances with XPO and its non-GXO Subsidiaries

In connection with the Separation, GXO related-party amounts in the Consolidated Balance Sheets were cash settled or forgiven as of August 2, 2021.

Assets and liabilities in the Consolidated Balance Sheets included the following related-party amounts:


	December 31,
(In millions)	2021		2020
Amounts due from XPO and its affiliates
Trade receivables (1)	$	—	$	9
Other current assets (2)	—		2
Other long-term assets (3)	—		53
Amounts due to XPO and its affiliates
Trade payables (4)	—		20
Other current liabilities (5)	—		11
Accrued expenses (6)	—		2
Loans payable (7)	—		486

(1) Primarily represents trade receivables generated from revenue with XPO.

(2) Primarily relates to interest receivable from loans receivable from XPO.

(3) Represents loans receivable from XPO.

(4) Represents trade payables due to XPO.

(5) Primarily relates to facility expense and taxes payable due to XPO.

(6) Represents accrued interest on loans due to XPO.

(7) Represents loans due to XPO. See Note — 11 Debt and Financing Arrangements for further information.

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Consolidation

Use of Estimates

Reclassifications

Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation.

Cash and Cash Equivalents

Accounts Receivable and Allowance for Credit Losses

Trade Receivables Securitization and Factoring Programs

Property and Equipment

The estimated useful lives of property and equipment are described below:


						Estimated Useful Life
Buildings						40 years
Leasehold improvements						Shorter of useful life or term of lease
Technology and automated systems						3 to 15 years
Warehouse equipment and other						3 to 15 years
Computer, software and equipment						1 to 5 years

Lease Obligations

Segment Reporting

Goodwill and Intangible Assets

Impairment of Long-lived assets

Insurance liabilities

Revenue Recognition

Contract Assets

Contract Liabilities

Derivative Instruments

Stock-Based Compensation

Defined Benefit Plan

that may cause future expectations to differ. The Company’s obligation and future expense amounts could be materially impacted by differences in experience or changes in assumptions.

Income Taxes

Foreign Currency Translation and Transactions

Adoption of New Accounting Standards and Accounting Pronouncements Issued But Not Yet Adopted

Adoption of New Accounting Standards

Accounting Pronouncements Issued But Not Yet Adopted

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Allowance for Doubtful Accounts

The rollforward of the allowance for doubtful accounts was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Beginning balance	$	18	$	20	$	11
Provisions charged to expense	4		8		13
Write-offs, less recoveries, and other adjustments	(9)		(10)		(4)
Ending balance	$	13	$	18	$	20

Schedule of Property, Plant and Equipment

The estimated useful lives of property and equipment are described below:


						Estimated Useful Life
Buildings						40 years
Leasehold improvements						Shorter of useful life or term of lease
Technology and automated systems						3 to 15 years
Warehouse equipment and other						3 to 15 years
Computer, software and equipment						1 to 5 years

The following table summarizes property and equipment:


	December 31,
(In millions)	2021		2020
Land	$	7	$	6
Buildings and leasehold improvements	326		273
Warehouse equipment and other	832		700
Computer, software and equipment (1)	550		499
Technology and automated systems	276		214
Total property and equipment, gross	1,991		1,692
Less: accumulated depreciation and amortization	(1,128)		(922)
Total property and equipment, net	$	863	$	770

(1) Includes internally developed software of $214 million and $198 million as of December 31, 2021 and 2020, respectively.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue from External Customers by Geographic Areas

Revenue disaggregated by geographical area was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
United Kingdom	$	2,634	$	1,526	$	1,385
United States	2,469		2,221		2,338
France	734		643		652
Netherlands	651		499		467
Spain	479		422		377
Other	973		884		875
Total	$	7,940	$	6,195	$	6,094

Disaggregation of Revenue

The Company’s revenue can also be disaggregated by various verticals, reflecting the customers’ principal industry sector. Revenue disaggregated by industry sector was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
E-commerce, omnichannel retail and consumer technology	$	4,191	$	3,258	$	3,007
Food and beverage	1,328		908		936
Industrial and manufacturing	994		920		952
Consumer packaged goods	832		627		505
Other	595		482		694
Total	$	7,940	$	6,195	$	6,094

Contract with Customer, Contract Asset, Contract Liability, and Receivable

Contract Balances


	December 31,
(In millions)	2021		2020
Contract assets (1)	$	147	$	66
Contract liabilities (2)	220		97

(1) Contract assets are included in Other current assets and Other long-term assets.

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The following is a rollforward of the Company’s restructuring liability, which is included in Other current liabilities in the Consolidated Balance Sheet:


(In millions)
Balance as of December 31, 2019	$	11
Charges incurred (1)	29
Payments	(16)
Foreign exchange and other	(4)
Balance as of December 31, 2020	$	20
Charges incurred (1)	4
Payments	(14)
Foreign exchange and other	(7)
Balance as of December 31, 2021	$	3

(1) Charges incurred are net of adjustments to previously recognized liabilities.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

The estimated useful lives of property and equipment are described below:


						Estimated Useful Life
Buildings						40 years
Leasehold improvements						Shorter of useful life or term of lease
Technology and automated systems						3 to 15 years
Warehouse equipment and other						3 to 15 years
Computer, software and equipment						1 to 5 years

The following table summarizes property and equipment:


	December 31,
(In millions)	2021		2020
Land	$	7	$	6
Buildings and leasehold improvements	326		273
Warehouse equipment and other	832		700
Computer, software and equipment (1)	550		499
Technology and automated systems	276		214
Total property and equipment, gross	1,991		1,692
Less: accumulated depreciation and amortization	(1,128)		(922)
Total property and equipment, net	$	863	$	770

(1) Includes internally developed software of $214 million and $198 million as of December 31, 2021 and 2020, respectively.

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Supplemental Balance Sheet Information

The following amounts were recorded in the Consolidated Balance Sheets related to leases:


	December 31,
(In millions)	2021		2020
Operating leases:
Operating lease assets	$	1,772	$	1,434

Current operating lease liabilities	$	453	$	332
Long-term operating lease liabilities	1,391		1,099
Total operating lease liabilities	$	1,844	$	1,431

Finance leases:
Property and equipment, gross	$	234	$	199
Accumulated depreciation	(79)		(49)
Property and equipment, net	$	155	$	150

Short-term borrowings and obligations under finance leases	$	34	$	31
Long-term debt and obligations under finance leases	133		127
Total finance lease liabilities	$	167	$	158

Schedule of Weighted Average Remaining Lease Term and Discount Rate

Supplemental weighted-average information for leases was as follows:


	December 31,
	2021		2020
Weighted-average remaining lease term
Operating leases	5.3 years		5.7 years
Finance leases	11.6 years		11.4 years
Weighted-average discount rate
Operating leases	3.5	%	4.4	%
Finance leases	3.8	%	4.6	%

Lease Expenses and Supplemental Cash Flows

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Operating leases:
Operating lease cost	$	657	$	532	$	500
Short-term lease cost	80		55		57
Variable lease cost	75		65		65
Total lease cost	$	812	$	652	$	622
Finance leases:
Amortization of leased assets	$	32	$	24	$	12
Interest expense on lease liabilities	6		4		2
Total lease cost	$	38	$	28	$	14
Total operating and finance lease cost	$	850	$	680	$	636

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	578	$	556	$	505
Operating cash flows for finance leases	6		4		2
Financing cash flows for finance leases	25		17		11
Leased assets obtained in exchange for new lease obligations:
Operating leases (1)	$	932	$	392	$	478
Finance leases (2)	39		38		51

(1) Includes $281 million related to the K + N acquisition.

(2) Includes $23 million related to the K + N acquisition.

Operating Lease Maturity

Maturities of lease liabilities as of December 31, 2021 were as follows:


(In millions)	Finance Leases		Operating Leases
2022	$	38	$	503
2023	34		440
2024	25		332
2025	22		248
2026	12		181
Thereafter	81		329
Total lease payments	212		2,033
Less: interest	(45)		(189)
Present value of lease liabilities	$	167	$	1,844

Finance Leases Maturity

Maturities of lease liabilities as of December 31, 2021 were as follows:


(In millions)	Finance Leases		Operating Leases
2022	$	38	$	503
2023	34		440
2024	25		332
2025	22		248
2026	12		181
Thereafter	81		329
Total lease payments	212		2,033
Less: interest	(45)		(189)
Present value of lease liabilities	$	167	$	1,844

Goodwill (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following tables present the changes in goodwill for the years ended December 31, 2021 and 2020.


(In millions)
Goodwill as of December 31, 2019	$	1,984
Impact of foreign exchange translation	79
Goodwill as of December 31, 2020	2,063
Acquisition	16
Impact of foreign exchange translation	(62)
Goodwill as of December 31, 2021	$	2,017

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The following table summarizes identifiable intangible assets:


	December 31, 2021						December 31, 2020
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Customer relationships	$	664	$	(407)	$	257	$	672	$	(373)	$	299

Schedule of Future Amortization Expense

Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows.


(In millions)	2022		2023		2024		2025		2026		Thereafter
Estimated amortization expense	$	48	$	41	$	39	$	35	$	32	$	62

Debt and Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt

The following table summarizes the carrying value of debt:


	December 31,
(In millions)	2021		2020
1.65% Unsecured notes due 2026 (1)	$	397	$	—
2.65% Unsecured notes due 2031 (2)	396		—
Finance leases and other	168		161
Borrowings related to trade securitization program	—		26
Related-party debt	—		486
Total debt and obligations under finance leases	961		673
Less: Short-term borrowings and obligations under finance leases	34		58
Total long-term debt and obligations under finance leases	$	927	$	615

(1) The carrying value of the 1.65% Notes due 2026 is presented net of unamortized debt issuance cost and discount of $3 million as of December 31, 2021.

(2) The carrying value of the 2.65% Notes due 2031 is presented net of unamortized debt issuance cost and discount of $4 million as of December 31, 2021.

Schedule of Accounts Receivable Securitization and Factoring Programs

Information related to trade receivables sold was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Securitization programs
Receivables sold in period	$	1,850	$	1,491	$	1,023
Cash consideration	1,850		1,491		943
Deferred purchase price	—		—		80

Factoring programs
Receivables sold in period	$	450	$	612	$	794
Cash consideration	449		611		790

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

The components of accrued expenses are as follows:


	December 31,
(In millions)	2021		2020
Facility and transportation charges	$	387	$	259
Salaries and wages	367		317
Value-added tax and other taxes	135		141
Other	109		67
Total accrued expenses	$	998	$	784

Fair Value Measurements and Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Debt Fair Values

The fair value of debt was as follows:


		December 31, 2021				December 31, 2020
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
1.65% Unsecured notes due 2026	2	$	391	$	397	$	—	$	—
2.65% Unsecured notes due 2031	2	394		396		—		—
Related-party debt	3	—		—		486		486

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

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


	December 31, 2021
(In millions)	Notional Amount		Balance Sheet Location	Fair Value
Derivatives designated as hedges
Liabilities:
Cross-currency swap agreements	$	328	Other current liabilities	$	4
Cross-currency swap agreements	165		Other long-term liabilities	4
Derivatives not designated as hedges
Assets:
Foreign currency option contracts	$	368	Other current assets	$	11
Foreign currency option contracts	37		Other long-term assets	1

Derivative Instruments, Gain (Loss)

The effect of derivative instruments designated as hedges in the Consolidated Statements of Operations was as follows:


	Year Ended December 31, 2021
(In millions)	Gain (loss) on Derivatives Recognized in OCI		Gain (loss) Reclassified from AOCI into Net Income (Loss) (1)		Gain (loss) Recognized in Net Income (Loss) on Derivatives (Excluded from effectiveness testing)
Derivatives designated as net investment hedges
Cross-currency swap agreements	$	(17)	$	1	$	2
Total	$	(17)	$	1	$	2

(1) Amounts reclassified to net income are reported within Other income, net in the Consolidated Statements of Operations.

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

Schedule of Changes in Projected Benefit Obligations

The change in the projected benefit obligation of the plan as of December 31, 2021 was as follows:


(In millions)
Projected benefit obligation at beginning of year	$	—
Liabilities assumed from XPO	1,408
Interest cost	11
Actuarial loss	39
Benefits paid	(27)
Foreign currency exchange rate changes	(31)
Projected benefit obligation at end of year (1)	$	1,400

(1) As of December 31, 2021, the accumulated benefit obligation was equal to the projected benefit obligation.

Schedule of Changes in Fair Value of Plan Assets

The change in the fair value of the plan assets as of December 31, 2021 was as follows:


(In millions)
Fair value of plan assets at beginning of year	$	—
Assets transferred from XPO	1,444
Actual return on plan assets	75

Benefits paid	(27)
Foreign currency exchange rate changes	(32)
Fair value of plan assets at end of year	$	1,460

Schedule of net funded status

The reconciliation of the funded status of the plan as of December 31, 2021 was as follows:


(In millions)
Fair value of plan assets	$	1,460
Projected benefit obligation	1,400
Funded status at the end of the year (1)	$	60

(1) Funded status is recorded within Other long-term assets.

Schedule of funded status recognized in the consolidated balance sheets

The amounts included in AOCI that have not yet been recognized in net periodic benefit as of December 31, 2021 were as follows:


(In millions)
Actuarial loss	$	(113)
Prior-service credit	16
Net amount recognized in AOCI (1)	$	(97)

(1) In connection with the Separation, $103 million of accumulated other comprehensive loss was transferred from XPO.

Schedule of Projected Benefit Obligations

The components of net periodic benefit cost for the year ended December 31, 2021 were as follows:


(In millions)
Interest cost	$	(11)
Expected return on plan assets	30

Net periodic benefit income (1)	$	19

(1) Net periodic benefit income is recorded within Other income, net.

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

The amounts recognized in other comprehensive income for the year ended December 31, 2021 were as follows:


(In millions)
Actuarial gain	$	6
Other comprehensive income	$	6

Weighted-Average Assumptions Used

The weighted-average assumptions used to determine the projected benefit obligation and the net periodic costs were as follows:


Weighted average assumptions used to determine benefit obligation at December 31, 2021
Discount rate	1.82	%
Rate of compensation increase (1)	—	%
Weighted average assumptions used to determine net periodic costs for the year ended December 31, 2021
Discount rate	1.87	%
Rate of compensation increase (1)	—	%
Expected long-term rate of return on plan assets	4.25	%

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

Schedule of Allocation of Plan Assets

The fair values of investments held in the pension plans by major asset category as of December 31, 2021 and the percentage that each asset category comprises of total plan assets were as follows:


	December 31, 2021
(In millions)	Level 1		Level 2		Level 3		Not Subject to Leveling (1)		Total
Asset category
Cash and cash equivalents	$	60	$	—	$	—	$	—	$	60
Fixed income securities	—		1,173		—		506		1,679
Derivatives	—		(381)		—		102		(279)
Total plan assets	$	60	$	792	$	—	$	608	$	1,460

Expected benefit payments


(In millions)	2022		2023		2024		2025		2026		2027-2031
Expected payment	$	50	$	51	$	54	$	54	$	57	$	299

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI by component:


(In millions)	Foreign Currency Translation Adjustments		Derivative Hedges		Defined Benefit Plans		Less: AOCI attributable to noncontrolling interest		AOCI attributable to GXO
As of December 31, 2019	$	(68)	$	(2)	$	(2)	$	6	$	(66)
Unrealized gains (losses), net of tax	129		2		1		(8)		124



As of December 31, 2020	$	61	$	—	$	(1)	$	(2)	$	58
Unrealized gains (losses), net of tax	(47)		—		7		1		(39)
Amounts reclassified from AOCI to net income	1		—		—		—		1

Transfers from XPO, net of tax	(68)		—		(82)		—		(150)
Net other comprehensive income, net of tax	$	(114)	$	—	$	(75)	$	1	$	(188)
As of December 31, 2021	$	(53)	$	—	$	(76)	$	(1)	$	(130)

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Cost by Plan

The following table summarizes stock-based compensation expense recorded in Selling, general and administrative expense in the Consolidated Statements of Income:


	Year Ended December 31,
(In millions)	2021		2020		2019
Restricted stock and restricted stock units	$	20	$	23	$	17
Performance-based restricted stock units	5		2		6
Stock options	3		—		—
Total stock-based compensation expense	$	28	$	25	$	23
Tax benefit on stock-based compensation	$	1	$	1	$	—

Share-based Payment Arrangement, Option, Activity

A summary of stock option award activity for the year ended December 31, 2021 is presented in the following table:


	Stock Options
	Number of Stock Options (in thousands)	Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Term (years)	Aggregate Intrinsic value(1) (in millions)
Outstanding as of December 31, 2020	—	$	—	0 years
Converted from XPO	1,170	64.72
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding as of December 31, 2021	1,170	$	64.72	9 years	$	31
Options exercisable as of December 31, 2021	6	$	12.12	4 years	$	—

(1) The intrinsic value is calculated as the difference between the market price of the Company’s common stock on the reporting date and the price paid by the options to exercise the option.

Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used:


	Stock Option Plans
	2021			2020			2019
Weighted-average risk free rate of interest	1.2		%	—		%	—		%
Expected volatility	30		%	—		%	—		%
Weighted-average expected award life	6.7 years			0 years			0 years
Dividend yield	—		%	—		%	—		%
Weighted-average fair value	$	22.66		$	—		$	—

Share-based Payment Arrangement, Restricted Stock Unit, Activity

A summary of RSU and PRSU award activity for the year ended December 31, 2021 is presented in the following table:


	RSUs			PRSUs
(In thousands, except per share)	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PRSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2020	—	$	—	—	$	—
Converted from XPO	1,214	36.97		256	53.93
Granted	139	87.07		—	—
Vested (1)	(45)	36.54		(7)	54.72
Forfeited and canceled	(45)	42.39		(2)	54.72
Outstanding as of December 31, 2021	1,263	$	42.31	247	$	53.91

(1) The number of RSUs and PRSUs vested includes common stock shares that the Company withheld on behalf of its employees to satisfy the minimum tax withholding.

Share-based Payment Arrangement, Restricted Stock Unit, Activity

A summary of RSU and PRSU award activity for the year ended December 31, 2021 is presented in the following table:


	RSUs			PRSUs
(In thousands, except per share)	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PRSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2020	—	$	—	—	$	—
Converted from XPO	1,214	36.97		256	53.93
Granted	139	87.07		—	—
Vested (1)	(45)	36.54		(7)	54.72
Forfeited and canceled	(45)	42.39		(2)	54.72
Outstanding as of December 31, 2021	1,263	$	42.31	247	$	53.91

(1) The number of RSUs and PRSUs vested includes common stock shares that the Company withheld on behalf of its employees to satisfy the minimum tax withholding.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) Before Taxes Related to the Company’s Domestic and Foreign Operations

Income (loss) before taxes related to the Company’s domestic and foreign operations was as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
U.S.	$	(25)	$	(82)	$	16
Foreign	178		76		102
Income (loss) before income taxes	$	153	$	(6)	$	118

Schedule of Components of Income Tax Expense (Benefit)

The components of income tax expense (benefit) for 2021, 2020 and 2019 are presented in the following table:


	Year Ended December 31,
(In millions)	2021		2020		2019
Current:
U.S. federal	$	12	$	(2)	$	2
U.S state and local	2		(1)		1
Foreign	26		45		36
Total current income tax expense	$	40	$	42	$	39
Deferred:
U.S. federal	$	(13)	$	(16)	$	2
U.S state and local	(12)		(5)		(4)
Foreign	(23)		(5)		—
Total deferred income tax benefit	$	(48)	$	(26)	$	(2)
Total income tax expense (benefit)	$	(8)	$	16	$	37

Schedule of Reconciliation of the Expected U.S. Federal Income Tax Expense (Benefit)

A reconciliation of the expected U.S. federal income tax expense (benefit), calculated by applying the federal statutory rate to the Company’s actual income tax expense (benefit) for 2021, 2020 and 2019 is presented in the following table:


	Year Ended December 31,
(In millions)	2021		2020		2019
Tax expense at U.S. federal statutory tax rate	$	32	$	(1)	$	25
State taxes, net of U.S. federal benefit	(8)		(5)		(2)
Foreign rate differential	(2)		(3)		(1)
Foreign operations (1)	5		20		10
Contribution- and margin-based taxes	4		6		6
Valuation allowances	1		—		—
Changes in prior period unrecognized tax benefits, including interest	—		1		—
Stock-based compensation	1		1		—
Intangible assets (2)	(42)		—		—
Other	1		(3)		(1)
Total income tax expense (benefit)	$	(8)	$	16	$	37

Schedule of the Deferred Tax Assets and Deferred Tax Liabilities


	Year Ended December 31,
(In millions)	2021		2020
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	74	$	126
Accrued expenses	45		20
Pension and other retirement obligations	—		7
Other	16		2
Gross deferred tax assets	135		155
Valuation allowances	(45)		(73)
Total deferred tax assets, net of valuation allowance	90		82
Deferred tax liabilities
Intangible assets	(45)		(89)
Property and equipment	(50)		(42)
Pension and other retirement obligations	(6)		—
Other	(12)		(5)
Gross deferred tax liabilities	(113)		(136)
Net deferred tax liability	$	(23)	$	(54)

Schedule of Deferred Tax Asset and Deferred Tax Liability

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


	December 31,
(In millions)	2021		2020
Other long-term assets	$	48	$	—
Other long-term liabilities	(71)		(54)
Net deferred tax liability	$	(23)	$	(54)

Schedule of Operating Loss and Tax Credit Carryforwards

The Company’s operating loss and tax credit carryforwards were as follows:


		December 31,
(In millions)	Expiration Date (1)	2021		2020
Federal net operating losses for all U.S. operations	2033	$	20	$	154
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2027	3		2
Federal tax credit carryforwards	Various times starting in 2032	5		1
State tax credit carryforward	Various times starting in 2022	6		7
Foreign net operating losses available to offset future taxable income	Various times starting in 2022	240		346

(1) Some credits and losses have unlimited carryforward periods.

Schedule of Valuation Allowances

The balances and activity related to the Company’s valuation allowances were as follows:


(In millions)	Beginning Balance		Additions	Reductions (1)	Ending Balance
2021	$	73	1	(29)	$	45
2020	$	56	17	—	$	73
2019	$	45	11	—	$	56

Schedule of Reconciliation of the Beginning Unrecognized Tax Benefits

A reconciliation of the beginning unrecognized tax benefits balance to the ending balance is presented in the following table:


	Year Ended December 31,
(In millions)	2021		2020		2019
Beginning balance	$	3	$	3	$	3
Increases related to positions taken during prior years	1		1		—

Reduction due to expiration of statutes of limitations	(1)		(1)		—
Ending balance	3		3		3
Interest and penalties	—		1		1
Gross unrecognized tax benefits	$	3	$	4	$	4
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$	3	$	3	$	3

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Year Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)	2021		2020		2019
Net income (loss) attributable to common shares	$	153	$	(31)	$	60

Basic weighted-average common shares	114,632		114,626		114,626
Diluted effect of stock-based awards	965		—		—
Diluted weighted-average common shares	115,597		114,626		114,626

Basic earnings (loss) per share	$	1.33	$	(0.27)	$	0.52
Diluted earnings (loss) per share	$	1.32	$	(0.27)	$	0.52

Related Party (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Related Party Transactions

Revenue and costs generated from XPO prior to the Separation were as follows:


	Year Ended December 31,
(In millions)	2021		2020		2019
Revenue	$	8	$	7	$	10
Costs	80		115		148

Assets and liabilities in the Consolidated Balance Sheets included the following related-party amounts:


	December 31,
(In millions)	2021		2020
Amounts due from XPO and its affiliates
Trade receivables (1)	$	—	$	9
Other current assets (2)	—		2
Other long-term assets (3)	—		53
Amounts due to XPO and its affiliates
Trade payables (4)	—		20
Other current liabilities (5)	—		11
Accrued expenses (6)	—		2
Loans payable (7)	—		486

(1) Primarily represents trade receivables generated from revenue with XPO.

(2) Primarily relates to interest receivable from loans receivable from XPO.

(3) Represents loans receivable from XPO.

(4) Represents trade payables due to XPO.

(5) Primarily relates to facility expense and taxes payable due to XPO.

(6) Represents accrued interest on loans due to XPO.

(7) Represents loans due to XPO. See Note — 11 Debt and Financing Arrangements for further information.

Organization (Details)		12 Months Ended
Organization (Details)	Jul. 23, 2021	Dec. 31, 2021 segment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of reportable segments		1
Percentage of outstanding common stock distributed (percent)	100.00%
Common stock, share issuance ratio	1
Common stock, share distribution ratio	1

Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) segment reporting_unit	Dec. 31, 2020 USD ($)
Accounting Policies [Abstract]
Bank overdrafts \| $	$ 0	$ 27
Number of operating segments	2
Number of reportable segments	1
Number of reporting units \| reporting_unit	2

Basis of Presentation and Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 18	$ 20	$ 11
Provisions charged to expense	4	8	13
Write-offs, less recoveries, and other adjustments	(9)	(10)	(4)
Ending balance	$ 13	$ 18	$ 20

Basis of Presentation and Significant Accounting Policies - Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021
Buildings
Property, Plant and Equipment [Line Items]
Useful life	40 years
Technology and automated systems \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Technology and automated systems \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	15 years
Warehouse equipment and other \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Warehouse equipment and other \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	15 years
Computer, software and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	1 year
Computer, software and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years

The Separation (Details) € in Millions		1 Months Ended	3 Months Ended	12 Months Ended
The Separation (Details) € in Millions	Aug. 02, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jul. 31, 2021 USD ($)	Jul. 31, 2021 EUR (€)	Jun. 30, 2021 EUR (€)
Debt Instrument [Line Items]
TSA services termination period				12 months
Accumulated other comprehensive loss			$ 130,000,000	$ 130,000,000	$ (58,000,000)
Face amount							$ 800,000,000
Separation and distribution agreement, consideration transferred	$ 794,000,000
Accounts receivable from securitization			455,000,000	455,000,000					€ 400
Cash paid for income taxes			16,000,000	75,000,000	$ 27,000,000	$ 40,000,000
Trade Securitization Program 1
Debt Instrument [Line Items]
Accounts receivable from securitization							227,000,000	€ 200
Trade Securitization Program 2
Debt Instrument [Line Items]
Accounts receivable from securitization							227,000,000	€ 200
Pension Plan
Debt Instrument [Line Items]
Recognized net assets			36,000,000	36,000,000
Accumulated other comprehensive loss			$ 82,000,000	$ 82,000,000
Unsecured Notes Due 2026 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount							400,000,000
Unsecured Notes Due 2030 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount							$ 400,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Debt term		5 years
Maximum borrowing capacity		$ 800,000,000
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 60,000,000

Acquisitions (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
Acquisitions (Details) - USD ($) $ in Millions	Jan. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Revenues	$ 604
Goodwill		$ 2,017	$ 2,063	$ 1,984
Purchase additional interest		128	21	258
Kuehne + Nagel
Business Acquisition [Line Items]
Operating and finance lease, liability	300
Operating and finance lease, right-of-use asset	300
Finite-lived intangible assets acquired	$ 26
Acquired finite-lived intangible assets, weighted average useful life	9 years
Goodwill	$ 16
XPO Logistics Europe
Business Acquisition [Line Items]
Purchase additional interest		128	$ 21	$ 258
Net transfers from XPO		$ 40

Revenue Recognition - Revenue Disaggregated by Geographic Area (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 7,940	$ 6,195	$ 6,094
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	2,634	1,526	1,385
United States
Disaggregation of Revenue [Line Items]
Revenue	2,469	2,221	2,338
France
Disaggregation of Revenue [Line Items]
Revenue	734	643	652
Netherlands
Disaggregation of Revenue [Line Items]
Revenue	651	499	467
Spain
Disaggregation of Revenue [Line Items]
Revenue	479	422	377
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 973	$ 884	$ 875

- 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=123359005&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=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue Recognition - Revenue Disaggregated by Industry Sector (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 7,940	$ 6,195	$ 6,094
E-commerce, omnichannel retail and consumer technology
Disaggregation of Revenue [Line Items]
Revenue	4,191	3,258	3,007
Food and beverage
Disaggregation of Revenue [Line Items]
Revenue	1,328	908	936
Industrial and manufacturing
Disaggregation of Revenue [Line Items]
Revenue	994	920	952
Consumer packaged goods
Disaggregation of Revenue [Line Items]
Revenue	832	627	505
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 595	$ 482	$ 694

- Definition

+ References

+ Details

Revenue Recognition - Contract Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Contract assets	$ 147	$ 66
Contract liabilities	220	$ 97
Contract with customer, liability, revenue recognized	68
Kuehne + Nagel
Disaggregation of Revenue [Line Items]
Contract liabilities	$ 64

Revenue Recognition - Additional Information (Details) $ in Billions	Dec. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 2.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation percentage	69.00%
Performance obligations expected to be satisfied, expected timing	3 years

Restructuring Charges (Details) - USD ($) $ in Millions	12 Months Ended
Restructuring Charges (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 20	$ 11
Charges incurred	4	29	$ 15
Payments	(14)	(16)
Foreign exchange and other	(7)	(4)
Restructuring reserve, ending balance	$ 3	$ 20	$ 11

Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 1,991	$ 1,692
Less: accumulated depreciation and amortization	(1,128)	(922)
Total property and equipment, net	863	770
Land
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	7	6
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	326	273
Warehouse equipment and other
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	832	700
Computer, software and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	550	499
Technology and automated systems
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	276	214
Software Development
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 214	$ 198

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation and amortization of property and equipment	$ 274	$ 262	$ 236
Non-US
Property, Plant and Equipment [Line Items]
Total property and equipment, net	$ 428	$ 359

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Operating leases:
Operating lease assets	$ 1,772	$ 1,434
Current operating lease liabilities	453	332
Long-term operating lease liabilities	1,391	1,099
Total operating lease liabilities	1,844	1,431
Finance leases:
Property and equipment, gross	234	199
Accumulated depreciation	$ (79)	$ (49)
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net of $1,128 and $922 in accumulated depreciation, respectively	Property and equipment, net of $1,128 and $922 in accumulated depreciation, respectively
Property and equipment, net	$ 155	$ 150
Short-term borrowings and obligations under finance leases	Less: Short-term borrowings and obligations under finance leases	Less: Short-term borrowings and obligations under finance leases
Short-term borrowings and obligations under finance leases	$ 34	$ 31
Long-term debt and obligations under finance leases	Long-term debt and obligations under finance leases	Long-term debt and obligations under finance leases
Long-term debt and obligations under finance leases	$ 133	$ 127
Total finance lease liabilities	$ 167	$ 158

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease, weighted average remaining lease term	5 years 3 months 18 days	5 years 8 months 12 days
Finance lease, weighted average remaining lease term	11 years 7 months 6 days	11 years 4 months 24 days
Operating lease, weighted average discount rate percent	3.50%	4.40%
Finance lease, weighted average discount rate percent	3.80%	4.60%

Leases - Lease Expenses (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Lease Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease cost	$ 657	$ 532	$ 500
Short-term lease cost	80	55	57
Variable lease cost	75	65	65
Total lease cost	812	652	622
Amortization of leased assets	32	24	12
Interest expense on lease liabilities	6	4	2
Total lease cost	38	28	14
Total operating and finance lease cost	$ 850	$ 680	$ 636

Leases - Supplemental Cash Flows (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Operating cash flows for operating leases	$ 578	$ 556	$ 505
Operating cash flows for finance leases	6	4	2
Financing cash flows for finance leases	25	17	11
Operating leases	932	392	478
Finance leases	39	$ 38	$ 51
Kuehne + Nagel
Lessee, Lease, Description [Line Items]
Operating leases	281
Finance leases	$ 23

Leases - Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Finance Leases
2022	$ 38
2023	34
2024	25
2025	22
2026	12
Thereafter	81
Total lease payments	212
Less: interest	(45)
Present value of lease liabilities	167	$ 158
Operating Leases
2022	503
2023	440
2024	332
2025	248
2026	181
Thereafter	329
Total lease payments	2,033
Less: interest	(189)
Present value of lease liabilities	$ 1,844	$ 1,431

Leases - Additional Information (Details) $ in Millions	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Future undiscounted lease payments under leases	$ 301
Minimum
Lessee, Lease, Description [Line Items]
Terms of operating leases	1 year
Maximum
Lessee, Lease, Description [Line Items]
Terms of operating leases	15 years

Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
Goodwill (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 2,063	$ 1,984
Acquisition	16
Impact of foreign exchange translation	(62)	79
Goodwill, Ending Balance	2,017	2,063
Goodwill, accumulated impairment loss	$ 0	$ 0

Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (407)	$ (373)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	664	672
Accumulated Amortization	(407)	(373)
Net Value	$ 257	$ 299

Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets, indefinite-lived (excluding goodwill)	$ 0	$ 0	$ 0
Amortization of Intangible Assets	$ 61	$ 61	$ 65

Intangible Assets - Summary of Future Amortization Expense for Intangible Assets (Details) $ in Millions	Dec. 31, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 48
2023	41
2024	39
2025	35
2026	32
Thereafter	$ 62

Debt and Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Finance leases and other	$ 168	$ 161
Total debt and obligations under finance leases	961	673
Less: Short-term borrowings and obligations under finance leases	34	58
Total long-term debt and obligations under finance leases	927	615
Borrowings related to trade securitization program
Debt Instrument [Line Items]
Long-term debt	0	26
Related-party debt
Debt Instrument [Line Items]
Long-term debt	0	486
Unsecured Debt \| Unsecured Notes Due 2026
Debt Instrument [Line Items]
Long-term debt	$ 397	0
Interest rate, stated percentage	1.65%
Unamortized discount (premium) and debt issuance costs, net	$ 3
Unsecured Debt \| Unsecured Notes Due 2030
Debt Instrument [Line Items]
Long-term debt	$ 396	$ 0
Interest rate, stated percentage	2.65%
Unamortized discount (premium) and debt issuance costs, net	$ 4

Debt and Financing Arrangements - Additional Information (Details)		1 Months Ended	12 Months Ended
	Dec. 31, 2020 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) bank program	Jul. 31, 2021 USD ($)	Jul. 31, 2021 EUR (€)	Jun. 30, 2021 EUR (€)	Dec. 31, 2020 EUR (€)	Dec. 31, 2020 GBP (£)
Debt Instrument [Line Items]
Face amount				$ 800,000,000
Debt instrument, unamortized discount			$ 6,000,000
Debt issuance costs, net			$ 2,000,000
Number of European banks \| bank			2
Accounts receivable from securitization			$ 455,000,000			€ 400,000,000
Number of securitization programs \| program			2
Accounts receivable, net of allowances	$ 1,224,000,000		$ 1,507,000,000
Securitization Program
Debt Instrument [Line Items]
Accounts receivable, net of allowances	105,000,000
Debt instrument weighted average interest rate			0.75%
Trade Securitization Program 1
Debt Instrument [Line Items]
Accounts receivable from securitization				227,000,000	€ 200,000,000
Trade Securitization Program 2
Debt Instrument [Line Items]
Accounts receivable from securitization				227,000,000	€ 200,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Debt term		5 years
Maximum borrowing capacity		$ 800,000,000
Line of credit facility, unused capacity, commitment fee percentage			0.15%
Long-term line of credit			$ 0
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 60,000,000
Unsecured Notes Due 2026 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount				400,000,000
Interest rate, stated percentage			1.65%
Unsecured Notes Due 2031 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount				$ 400,000,000
Interest rate, stated percentage			2.65%
Unsecured Loan Maturing June 2024 \| Subsidiaries \| North America
Debt Instrument [Line Items]
Face amount	$ 391,000,000
Interest rate, stated percentage	5.625%						5.625%	5.625%
Loans payable	$ 186,000,000
Unsecured Loan Maturing June 2024 \| Subsidiaries \| Europe
Debt Instrument [Line Items]
Face amount \| €							€ 335,000,000
Interest rate, stated percentage	5.625%						5.625%	5.625%
Loans payable	$ 165,000,000
Unsecured Loan Maturing October 2026, Entered into in 2013 \| Subsidiaries \| Europe
Debt Instrument [Line Items]
Face amount \| €							€ 20,000,000
Loans payable	$ 23,000,000
Unsecured Loan Maturing October 2026, Entered into in 2013 \| Subsidiaries \| Europe \| Eurodollar
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Unsecured Loan Maturing October 2026, Entered into in 2016 \| Subsidiaries \| Europe
Debt Instrument [Line Items]
Face amount \| £								£ 82,000,000
Loans payable	$ 112,000,000
Unsecured Loan Maturing October 2026, Entered into in 2016 \| Subsidiaries \| Europe \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%

Debt and Financing Arrangements - Trade Receivables Sold (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Securitization programs
Receivables sold in period	$ 1,850	$ 1,491	$ 1,023
Proceeds from Accounts Receivable Securitization	1,850	1,491	943
Deferred purchase price	0	0	80
Factoring programs
Receivables sold in period	450	612	794
Cash consideration	$ 449	$ 611	$ 790

Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Facility and transportation charges	$ 387	$ 259
Salaries and wages	367	317
Value-added tax and other taxes	135	141
Other	109	67
Total accrued expenses	$ 998	$ 784

Fair Value Measurements and Financial Instruments -Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Accumulated other comprehensive loss, net of tax	$ 46	$ (129)	$ 13
Foreign currency options
Derivative Instruments, Gain (Loss) [Line Items]
Accumulated other comprehensive loss, net of tax	$ 28
Contract expiration period	12 months
Derivative instruments not designated as hedging instruments, gain (loss), net	$ 2
Unrealized gain (loss) on derivatives	$ 1

Fair Value Measurements and Financial Instruments - Fair Value of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Unsecured Debt \| 1.65% Unsecured notes due 2026
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Interest rate, stated percentage	1.65%
Unsecured Debt \| 2.65% Unsecured notes due 2031
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Interest rate, stated percentage	2.65%
Fair Value \| Unsecured Debt \| 1.65% Unsecured notes due 2026 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt	$ 391	$ 0
Fair Value \| Unsecured Debt \| 2.65% Unsecured notes due 2031 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt	394	0
Fair Value \| Related-party debt \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt	0	486
Carrying Value \| Unsecured Debt \| 1.65% Unsecured notes due 2026 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt	397	0
Carrying Value \| Unsecured Debt \| 2.65% Unsecured notes due 2031 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt	396	0
Carrying Value \| Related-party debt \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt	$ 0	$ 486

Fair Value Measurements and Financial Instruments - Fair Value by Balance Sheet Location (Details) $ in Millions	Dec. 31, 2021 USD ($)
Other current liabilities \| Derivatives designated as hedges \| Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Notional Amount	$ 328
Derivative liability, fair value	4
Other long-term liabilities \| Derivatives designated as hedges \| Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Notional Amount	165
Derivative liability, fair value	4
Other current assets \| Derivatives not designated as hedges \| Foreign currency option contracts
Derivatives, Fair Value [Line Items]
Notional Amount	368
Derivative asset, fair value	11
Other long-term assets \| Derivatives not designated as hedges \| Foreign currency option contracts
Derivatives, Fair Value [Line Items]
Notional Amount	37
Derivative asset, fair value	$ 1

Fair Value Measurements and Financial Instruments - Derivative and Nonderivative Instruments Designated as Hedges (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on Derivatives Recognized in OCI	$ (17)
Gain (loss) Reclassified from AOCI into Net Income (Loss) (1)	1
Gain (loss) Recognized in Net Income (Loss) on Derivatives (Excluded from effectiveness testing)	2
Currency Swap \| Derivatives designated as net investment hedges
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on Derivatives Recognized in OCI	(17)
Gain (loss) Reclassified from AOCI into Net Income (Loss) (1)	1
Gain (loss) Recognized in Net Income (Loss) on Derivatives (Excluded from effectiveness testing)	$ 2

Employee Benefit Plans - Schedule of projected benefit obligations (Details) - Pension Plan $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 0
Liabilities assumed from XPO	1,408
Interest cost	11
Actuarial loss	39
Benefits paid	(27)
Foreign currency exchange rate changes	(31)
Projected benefit obligation at end of year	1,400
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	0
Assets transferred from XPO	1,444
Actual return on plan assets	75
Benefits paid	(27)
Foreign currency exchange rate changes	(32)
Fair value of plan assets at end of year	$ 1,460

Employee Benefit Plans - Schedule of funded status recognized in the consolidated balance sheets (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
XPO Logistics, Inc.
Defined Benefit Plan Disclosure [Line Items]
Net amount recognized in AOCI	$ 103
Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,460	$ 0
Projected benefit obligation	1,400	$ 0
Funded status at the end of the year	60
Actuarial loss	(113)
Prior-service credit	16
Net amount recognized in AOCI	$ (97)

- Definition

Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.

+ References + Details

Employee Benefit Plans - Schedule of pre-tax amounts in accumulated other comprehensive (income) loss (Details) - Pension Plan $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Other comprehensive income (loss)
Interest cost	$ (11)
Expected return on plan assets	30
Net periodic benefit income	19
Operating income
Actuarial gain	6
Other comprehensive income	$ 6

Employee Benefit Plans - Weighted-Average Assumptions Used (Details) - Pension Plan	12 Months Ended
	Dec. 31, 2021
Weighted average assumptions used to determine benefit obligation at December 31, 2021
Discount rate	1.82%
Rate of compensation increase	0.00%
Weighted average assumptions used to determine net periodic costs for the year ended December 31, 2021
Discount rate	1.87%
Rate of compensation increase	0.00%
Expected long-term rate of return on plan assets	4.25%

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, maximum annual contributions per employee, percent	4.00%
Years of service needed to be completed for employer matching contributions	1 year
Defined contribution plan	$ 16	$ 14	$ 14
United Kingdom
Defined Benefit Plan Disclosure [Line Items]
Estimate of company contribution	$ 2
Pension Plan \| United Kingdom \| U.K. Retirement Plan
Defined Benefit Plan Disclosure [Line Items]
Liability interest rate sensitivity	90.00%
Discount rate	90.00%
Pension Plan \| United Kingdom \| Defined Benefit Plan, Gilts And Cash \| U.K. Retirement Plan
Defined Benefit Plan Disclosure [Line Items]
Target strategic asset allocation	40.00%
Pension Plan \| United Kingdom \| Defined Benefit Plan, Growth And Income Assets \| U.K. Retirement Plan
Defined Benefit Plan Disclosure [Line Items]
Target strategic asset allocation	60.00%

Employee Benefit Plans - Schedule of pension plan assets by level within fair value hierarchy (Details) - Pension Plan - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Asset category
Fair value of plan assets	$ 1,460	$ 0
Level 1
Asset category
Fair value of plan assets	60
Level 2
Asset category
Fair value of plan assets	792
Level 3
Asset category
Fair value of plan assets	0
Not Subject to Leveling
Asset category
Fair value of plan assets	608
Cash and cash equivalents
Asset category
Fair value of plan assets	60
Cash and cash equivalents \| Level 1
Asset category
Fair value of plan assets	60
Cash and cash equivalents \| Level 2
Asset category
Fair value of plan assets	0
Cash and cash equivalents \| Level 3
Asset category
Fair value of plan assets	0
Cash and cash equivalents \| Not Subject to Leveling
Asset category
Fair value of plan assets	0
Fixed income securities
Asset category
Fair value of plan assets	1,679
Fixed income securities \| Level 1
Asset category
Fair value of plan assets	0
Fixed income securities \| Level 2
Asset category
Fair value of plan assets	1,173
Fixed income securities \| Level 3
Asset category
Fair value of plan assets	0
Fixed income securities \| Not Subject to Leveling
Asset category
Fair value of plan assets	506
Derivatives
Asset category
Fair value of plan assets	(279)
Derivatives \| Level 1
Asset category
Fair value of plan assets	0
Derivatives \| Level 2
Asset category
Fair value of plan assets	(381)
Derivatives \| Level 3
Asset category
Fair value of plan assets	0
Derivatives \| Not Subject to Leveling
Asset category
Fair value of plan assets	$ 102

Employee Benefit Plans - Expected benefit payments (Details) - Pension Plan $ in Millions	Dec. 31, 2021 USD ($)
Defined Benefit Plan Disclosure [Line Items]
2022	$ 50
2023	51
2024	54
2025	54
2026	57
2027-2031	$ 299

Stockholders' Equity (Details) - USD ($) $ in Millions	12 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Changes in Stockholders' Equity
Beginning balance	$ 2,948	$ 2,697
Ending balance	2,390	2,948
Foreign Currency Translation Adjustments
Changes in Stockholders' Equity
Beginning balance	61	(68)
Unrealized gains (losses), net of tax	(47)	129
Amounts reclassified from AOCI to net income	1
Transfers from XPO, net of tax	(68)
Other comprehensive income (loss)	(114)
Ending balance	(53)	61
Derivative Hedges
Changes in Stockholders' Equity
Beginning balance	0	(2)
Unrealized gains (losses), net of tax	0	2
Amounts reclassified from AOCI to net income	0
Transfers from XPO, net of tax	0
Other comprehensive income (loss)	0
Ending balance	0	0
Defined Benefit Plans
Changes in Stockholders' Equity
Beginning balance	(1)	(2)
Unrealized gains (losses), net of tax	7	1
Amounts reclassified from AOCI to net income	0
Transfers from XPO, net of tax	(82)
Other comprehensive income (loss)	(75)
Ending balance	(76)	(1)
Less: AOCI attributable to noncontrolling interest
Changes in Stockholders' Equity
Beginning balance	(2)	6
Unrealized gains (losses), net of tax	1	(8)
Amounts reclassified from AOCI to net income	0
Transfers from XPO, net of tax	0
Other comprehensive income (loss)	1
Ending balance	(1)	(2)
Accumulated Other Comprehensive Income (Loss)
Changes in Stockholders' Equity
Beginning balance	58	(66)
Unrealized gains (losses), net of tax	(39)	124
Amounts reclassified from AOCI to net income	1
Transfers from XPO, net of tax	(150)
Other comprehensive income (loss)	(188)
Ending balance	$ (130)	$ 58

Stock-Based Compensation - Additional Information (Details) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 23
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issuable under stock plans (in shares)	11.6
Shares available for grant under stock plans (in shares)	9.0
Stock Option Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 years
Contractual term	10 years
Recognition period (in years)	4 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Vested amount	$ 17	$ 23
RSUs and PSRUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognition period (in years)	3 years
Unrecognized compensation cost related to share-based payments	$ 46

Stock-Based Compensation - Summarizes stock-based compensation expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 28	$ 25	$ 23
Tax benefit on stock-based compensation	1	1	0
Restricted stock and restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	20	23	17
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	5	2	6
Stock Option Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3	$ 0	$ 0

Stock -Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Stock Options
Beginning balance (in shares)	0
Converted from XPO (in shares)	1,170
Granted (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	0
Ending balance (in shares)	1,170	0
Exercisable (in shares)	6
Weighted Average Exercise Price
Beginning of year (in dollars per share)	$ 64.72	$ 0
Converted from XPO (in dollars per share)	64.72
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	0
Ending balance (in dollars per share)	64.72	$ 0
Exercisable (in dollars per share)	$ 12.12
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted-Average Remaining Term (years)	9 years	0 years
Exercisable (in years)	4 years
Aggregate Intrinsic value
Beginning balance
Exercised
Ending balance	31
Options exercisable	$ 0

Stock-Based Compensation - Summary of option-pricing model (Details) - Stock Option Plans - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk free rate of interest	1.20%	0.00%	0.00%
Expected volatility	30.00%	0.00%	0.00%
Weighted-average expected award life	6 years 8 months 12 days	0 years	0 years
Dividend yield	0.00%	0.00%	0.00%
Weighted-average fair value	$ 22.66	$ 0	$ 0

Stock-Based Compensation - Summary of RSU and PRSU award activity (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2021 $ / shares shares
RSUs
Number of Outstanding
Outstanding, beginning of period (in shares) \| shares	0
Converted from XPO (in shares) \| shares	1,214
Granted (in shares) \| shares	139
Vested (in shares) \| shares	(45)
Forfeited and canceled (in shares) \| shares	(45)
Outstanding, ending of period (in shares) \| shares	1,263
Weighted- Average Grant Date Fair Value Per Share
Outstanding, beginning weighted average grant date fair value (in dollars per share) \| $ / shares	$ 0
Converted from XPO, weighted average grant date fair value (in dollars per share) \| $ / shares	36.97
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares	87.07
Vested, weighted average grant date fair value (in dollars per share) \| $ / shares	36.54
RSUs forfeited and canceled, weighted average grant date fair value (in dollars per share) \| $ / shares	42.39
Outstanding, ending weighted average grant date fair value (in dollars per share) \| $ / shares	$ 42.31
PRSUs
Number of Outstanding
Outstanding, beginning of period (in shares) \| shares	0
Converted from XPO (in shares) \| shares	256
Granted (in shares) \| shares	0
Vested (in shares) \| shares	(7)
Forfeited and canceled (in shares) \| shares	(2)
Outstanding, ending of period (in shares) \| shares	247
Weighted- Average Grant Date Fair Value Per Share
Outstanding, beginning weighted average grant date fair value (in dollars per share) \| $ / shares	$ 0
Converted from XPO, weighted average grant date fair value (in dollars per share) \| $ / shares	53.93
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares	0
Vested, weighted average grant date fair value (in dollars per share) \| $ / shares	54.72
RSUs forfeited and canceled, weighted average grant date fair value (in dollars per share) \| $ / shares	54.72
Outstanding, ending weighted average grant date fair value (in dollars per share) \| $ / shares	$ 53.91

Income Taxes - Income (Loss) Before Taxes Related to the Company’s Domestic and Foreign Operations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S.	$ (25)	$ (82)	$ 16
Foreign	178	76	102
Income (loss) before income taxes	$ 153	$ (6)	$ 118

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
U.S. federal	$ 12	$ (2)	$ 2
U.S state and local	2	(1)	1
Foreign	26	45	36
Total current income tax expense	40	42	39
Deferred:
U.S. federal	(13)	(16)	2
U.S state and local	(12)	(5)	(4)
Foreign	(23)	(5)	0
Total deferred income tax benefit	(48)	(26)	(2)
Total income tax expense (benefit)	$ (8)	$ 16	$ 37

Income Taxes - Reconciliation of the Expected U.S. Federal Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Tax expense at U.S. federal statutory tax rate	$ 32	$ (1)	$ 25
State taxes, net of U.S. federal benefit	(8)	(5)	(2)
Foreign rate differential	(2)	(3)	(1)
Foreign operations	5	20	10
Contribution- and margin-based taxes	4	6	6
Valuation allowances	1	0	0
Changes in prior period unrecognized tax benefits, including interest	0	1	0
Stock-based compensation	1	1	0
Intangible assets	(42)	0	0
Other	1	(3)	(1)
Total income tax expense (benefit)	$ (8)	$ 16	$ 37

Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$ 74	$ 126
Accrued expenses	45	20
Pension and other retirement obligations	0	7
Other	16	2
Gross deferred tax assets	135	155
Valuation allowances	(45)	(73)
Total deferred tax assets, net of valuation allowance	90	82
Deferred tax liabilities
Intangible assets	(45)	(89)
Property and equipment	(50)	(42)
Pension and other retirement obligations	(6)	0
Other	(12)	(5)
Gross deferred tax liabilities	(113)	(136)
Net deferred tax liability	$ (23)	$ (54)

Income Taxes - Deferred Tax Asset And Deferred Tax Liability (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Other long-term assets	$ 48	$ 0
Other long-term liabilities	(71)	(54)
Net deferred tax liability	$ (23)	$ (54)

Income Taxes - Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Tax effect (before federal benefit) of state net operating losses	$ 3	$ 2
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	20	154
Federal tax credit carryforwards	5	1
Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	240	346
State
Operating Loss Carryforwards [Line Items]
Federal tax credit carryforwards	$ 6	$ 7

Income Taxes - Valuation Allowances (Details) - Valuation Allowance, Deferred Tax Asset - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	$ 73	$ 56	$ 45
Additions	1	17	11
Reductions	(29)	0	0
Ending Balance	$ 45	$ 73	$ 56

Income Taxes - Reconciliation of the Beginning Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 3	$ 3	$ 3
Increases related to positions taken during prior years	1	1	0
Reduction due to expiration of statutes of limitations	(1)	(1)	0
Ending balance	3	3	3
Interest and penalties	0	1	1
Gross unrecognized tax benefits	3	4	4
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year	$ 3	$ 3	$ 3

Income Taxes - Additional Information (Details) $ in Millions	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Reduction to unrecognized tax benefits	$ 3

Earnings per Share - Additional Information (Details) - shares		12 Months Ended
	Aug. 02, 2021	Dec. 31, 2021
Stock Options and Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		88,000
Common Stock
Class of Stock [Line Items]
New stock issued during period (in shares)	114,626,250	114,626,000

Earnings per Share - Computations of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net income (loss) attributable to common shares	$ 153	$ (31)	$ 60
Net income (loss) attributable to common shares, diluted	$ 153	$ (31)	$ 60
Basic weighted-average common shares (in shares)	114,632	114,626	114,626
Diluted effect of stock-based awards and warrants (in shares)	965	0	0
Diluted common shares outstanding (in shares)	115,597	114,626	114,626
Basic earnings (loss) per share (in dollars per share)	$ 1.33	$ (0.27)	$ 0.52
Diluted earnings (loss) per share (in dollars per share)	$ 1.32	$ (0.27)	$ 0.52

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

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Related Party - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Selling, general and administrative expenses from transactions with related party	$ 185	$ 223	$ 166

Related Party - Revenue and Costs Generated from Related Party (Details) - Subsidiaries - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Revenue	$ 8	$ 7	$ 10
Costs	$ 80	$ 115	$ 148

- Definition

Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.

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Related Party - Schedule of Balance Sheet (Details) - Subsidiaries and Affiliates - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Amounts due from XPO and its affiliates
Trade receivables	$ 0	$ 9
Other current assets	0	2
Other long-term assets	0	53
Amounts due to XPO and its affiliates
Trade payables	0	20
Other current liabilities	0	11
Accrued expenses	0	2
Loans payable	$ 0	$ 486