SEC Filing | GXO Logistics, Inc.

View:

Download DOC

Download PDF

Download XLS

Download XBRL

gxo-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40470

_______________________________________________________

GXO Logistics, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________________________________


Delaware						86-2098312
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
Two American Lane
Greenwich, Connecticut						06831
(Address of principal executive offices)						(Zip Code)

(203) 489-1287

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

GXO

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 1, 2022, there were 118,615,116 shares of the registrant’s common stock, par value $0.01 per share, outstanding.


GXO Logistics, Inc.
Form 10-Q
For the Quarterly Period Ended June 30, 2022
Table of Contents
						Page
Part I—Financial Information
Item 1. Financial Statements (Unaudited)						2
Condensed Consolidated Statements of Operations						2
Condensed Consolidated Statements of Comprehensive Income (Loss)						3
Condensed Consolidated Balance Sheets						4
Condensed Consolidated Statements of Cash Flows						5
Condensed Consolidated Statements of Changes in Equity						6
Notes to Condensed Consolidated Financial Statements						8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						21
Item 3. Quantitative and Qualitative Disclosures About Market Risk						29
Item 4. Controls and Procedures						29
Part II—Other Information
Item 1. Legal Proceedings						31
Item 1A. Risk Factors						31

Item 6. Exhibits						32
Signatures						33

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GXO Logistics, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in millions, shares in thousands, except per share amounts)	2022		2021		2022		2021
Revenue	$	2,156	$	1,882	$	4,239	$	3,704
Direct operating expense	1,775		1,554		3,523		3,074
Selling, general and administrative expense	220		177		410		348
Depreciation and amortization expense	77		95		153		174
Transaction and integration costs	24		35		43		53
Restructuring costs (credits) and other	1		(1)		14		3
Operating income	59		22		96		52
Other income (expense), net	23		(1)		39		—
Interest expense, net	(9)		(6)		(13)		(11)
Income before income taxes	73		15		122		41
Income tax expense	(21)		(1)		(32)		(10)
Net income	52		14		90		31
Less: Net income attributable to noncontrolling interests	(1)		(3)		(2)		(6)
Net income attributable to GXO	$	51	$	11	$	88	$	25

Earnings per share data
Basic earnings per share	$	0.44	$	0.10	$	0.76	$	0.22
Diluted earnings per share	$	0.44	$	0.10	$	0.76	$	0.22

Weighted-average common shares outstanding
Basic weighted-average common shares outstanding	116,131		114,626		115,435		114,626
Diluted weighted-average common shares outstanding	116,646		114,626		116,111		114,626

See accompanying notes to condensed consolidated financial statements.

GXO Logistics, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2022		2021		2022		2021
Net income	$	52	$	14	$	90	$	31

Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax (expense) benefit of $(10), $(1), $(10), and $2, respectively	(75)		19		(120)		(26)


Unrealized gain (loss) on hedging instruments, net of tax (expense) benefit of $—, $—, $—, and $(1), respectively	—		—		—		(1)
Comprehensive income (loss)	$	(23)	$	33	(30)		4
Less: Comprehensive income (loss) attributable to noncontrolling interest	—		(1)		—		(2)
Comprehensive income (loss) attributable to GXO	$	(23)	$	34	$	(30)	$	6

See accompanying notes to condensed consolidated financial statements.

GXO Logistics, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(Dollars in millions, shares in thousands, except per share amounts)	June 30, 2022		December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	384	$	333
Accounts receivable, net of allowances of $13 and $13, respectively	1,560		1,507
Other current assets	312		259
Total current assets	2,256		2,099
Long-term assets
Property and equipment, net of $1,172 and $1,128 in accumulated depreciation, respectively	905		863
Operating lease assets	1,900		1,772
Goodwill	2,769		2,017
Intangible assets, net of $413 and $407 in accumulated amortization, respectively	557		257
Other long-term assets	319		263
Total long-term assets	6,450		5,172
Total assets	$	8,706	$	7,271
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	592	$	624
Accrued expenses	1,012		998
Short-term borrowings and obligations under finance leases	84		34
Current operating lease liabilities	490		453
Other current liabilities	186		220
Total current liabilities	2,364		2,329
Long-term liabilities
Long-term debt and obligations under finance leases	1,801		927
Long-term operating lease liabilities	1,570		1,391
Other long-term liabilities	410		234
Total long-term liabilities	3,781		2,552
Commitments and contingencies (Note 11)
Stockholders’ Equity
Common Stock, $0.01 par value per share; 300,000 shares authorized, 118,610 and 114,659 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	1		1
Preferred Stock, $0.01 par value per share; 10,000 shares authorized, 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	—		—
Additional paid-in capital	2,561		2,354
Retained earnings	214		126
Accumulated other comprehensive loss	(246)		(130)
Total stockholders’ equity before noncontrolling interests	2,530		2,351
Noncontrolling interests	31		39
Total equity	2,561		2,390
Total liabilities and equity	$	8,706	$	7,271

See accompanying notes to condensed consolidated financial statements.

GXO Logistics, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,
(In millions)	2022		2021
Cash flows from operating activities:
Net income	$	90	$	31
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization expense	153		174
Stock-based compensation expense	16		13
Deferred tax benefit	3		3
Other	1		(6)
Changes in operating assets and liabilities
Accounts receivable	(20)		(9)
Other assets	(30)		(73)
Accounts payable	(56)		(40)
Accrued expenses and other liabilities	43		53
Net cash provided by operating activities	200		146
Cash flows from investing activities:
Capital expenditures	(154)		(119)
Proceeds from sales of property and equipment	6		2
Purchase and sale of affiliate trade receivables, net	—		12
Acquisition of businesses, net of cash acquired	(874)		34

Other	19		—
Net cash used in investing activities	(1,003)		(71)
Cash flows from financing activities
Proceeds from issuance of debt, net	898		—

Repayment of debt related to securitization transactions and other	—		(25)
Repayment of debt and finance leases	(15)		(56)
Purchase of noncontrolling interests	—		(128)
Net transfers from XPO Logistics, Inc.	—		116
Taxes paid related to net share settlement of equity awards	(12)		—
Other	(2)		15
Net cash provided by (used in) financing activities	869		(78)
Effect of exchange rates on cash and cash equivalents	(15)		1
Net increase (decrease) in cash and cash equivalents	51		(2)
Cash and cash equivalents, beginning of period	333		328
Cash and cash equivalents, end of period	$	384	$	326
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued for acquisition	$	203	$	—

See accompanying notes to condensed consolidated financial statements.

GXO Logistics, Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock			XPO Logistics, Inc. Investment		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Equity Before Noncontrolling Interests		Noncontrolling Interests		Total Equity
(Shares in thousands, dollars in millions)	Shares	Amount
Balance as of March 31, 2022	114,840	$	1	$	—	$	2,349	$	163	$	(172)	$	2,341	$	34	$	2,375
Net income	—	—		—		—		51		—		51		1		52
Other comprehensive (loss)	—	—		—		—		—		(74)		(74)		(1)		(75)
Stock-based compensation	—	—		—		10		—		—		10		—		10
Vesting of stock compensation awards	21	—		—		—		—		—		—		—		—
Tax withholding on vesting of stock compensation awards	—	—		—		(1)		—		—		(1)		—		(1)
Common stock issued for acquisition	3,749	—		—		203		—		—		203		—		203
Dividends	—	—		—		—		—		—		—		(3)		(3)
Balance as of June 30, 2022	118,610	$	1	$	—	$	2,561	$	214	$	(246)	$	2,530	$	31	$	2,561


	Common Stock			XPO Logistics, Inc. Investment		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Equity Before Noncontrolling Interests		Noncontrolling Interests		Total Equity
(Shares in thousands, dollars in millions)	Shares	Amount
Balance as of December 31, 2021	114,659	$	1	$	—	$	2,354	$	126	$	(130)	$	2,351	$	39	$	2,390
Net income	—	—		—		—		88		—		88		2		90
Other comprehensive (loss)	—	—		—		—		—		(118)		(118)		(2)		(120)
Stock-based compensation	—	—		—		16		—		—		16		—		16
Vesting of stock compensation awards	202	—		—		—		—		—		—		—		—
Tax withholding on vesting of stock compensation awards	—	—		—		(12)		—		—		(12)		—		(12)
Common stock issued for acquisition	3,749	—		—		203		—		—		203		—		203
Deconsolidation of variable interest entity	—	—		—		—		—		2		2		(5)		(3)
Dividends	—	—		—		—		—		—		—		(3)		(3)
Balance as of June 30, 2022	118,610	$	1	$	—	$	2,561	$	214	$	(246)	$	2,530	$	31	$	2,561

GXO Logistics, Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock			XPO Logistics, Inc. Investment		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Equity Before Noncontrolling Interests		Noncontrolling Interests		Total Equity
(Shares in thousands, dollars in millions)	Shares	Amount
Balance as of March 31, 2021	—	$	—	$	2,903	$	—	$	—	$	16	$	2,919	$	124	$	3,043
Net income	—	—		11		—		—		—		11		3		14
Other comprehensive income (loss)	—	—		—		—		—		23		23		(4)		19
Purchase of noncontrolling interest	—	—		—		—		—		—		—		(128)		(128)
Net transfers from (to) XPO Logistics, Inc.	—	—		(79)		—		—		—		(79)		40		(39)
Other	—	—		—		—		—		—		—		5		5
Balance as of June 30, 2021	—	$	—	$	2,835	$	—	$	—	$	39	$	2,874	$	40	$	2,914


(Shares in thousands, dollars in millions)	Common Stock			XPO Logistics, Inc. Investment		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Equity Before Noncontrolling Interests		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2020	—	$	—	$	2,765	$	—	$	—	$	58	$	2,823	$	125	$	2,948
Net income	—	—		25		—		—		—		25		6		31
Other comprehensive loss	—	—		—		—		—		(19)		(19)		(8)		(27)
Purchase of noncontrolling interests	—	—		—		—		—		—		—		(128)		(128)
Net transfers from XPO Logistics, Inc.	—	—		45		—		—		—		45		40		85
Other	—	—		—		—		—				—		5		5
Balance as of June 30, 2021	—	$	—	$	2,835	$	—	$	—	$	39	$	2,874	$	40	$	2,914

See accompanying notes to condensed consolidated financial statements.

GXO Logistics, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of GXO Logistics, Inc. (“GXO” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”).

In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

On August 2, 2021, the Company completed the separation from XPO Logistics, Inc. (“XPO”) (the “Separation”). 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. 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 “condensed consolidated financial statements” and have been prepared under 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 carryover 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 proportional adjusted earnings before interest, taxes, depreciation and amortization, which include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments, or headcount. The majority of these allocated costs is recorded within Selling, general and administrative expense; Depreciation and amortization expense; and Transaction and integration costs in the Condensed Consolidated Statements of Operations.

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

The Company presents its operations as one reportable segment.

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“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. On January 1, 2022, the Company adopted the guidance. The adoption of this new standard did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting Pronouncements 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 Company’s consolidated financial statements.

2. Revenue Recognition

Revenue disaggregated by geographical area was as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2022		2021		2022		2021
United Kingdom	$	777	$	615	$	1,481	$	1,167
United States	685		551		1,366		1,135
France	183		190		359		370
Netherlands	163		157		333		305
Spain	123		122		243		241
Other	225		247		457		486
Total	$	2,156	$	1,882	$	4,239	$	3,704

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:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2022		2021		2022		2021
E-commerce, omnichannel retail and consumer technology	$	1,194	$	999	$	2,324	$	1,950
Food and beverage	336		312		674		611
Industrial and manufacturing	269		251		532		499
Consumer packaged goods	223		184		436		370
Other	134		136		273		274
Total	$	2,156	$	1,882	$	4,239	$	3,704

Contract Balances


(In millions)	June 30, 2022		December 31, 2021
Contract assets(1)	$	174	$	147
Contract liabilities(2)	284		220

(1) Contract assets are included within Other current assets and Other long-term assets in the Condensed Consolidated Balance Sheets.

(2) Contract liabilities are included within Other current liabilities and Other long-term liabilities in the Condensed Consolidated Balance Sheets.

Revenue recognized included the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2022		2021		2022		2021
Amounts included in the beginning of year contract liability balance	$	8	$	5	$	71	$	65

Remaining Performance Obligations

As of June 30, 2022, the fixed consideration component of the Company’s remaining performance obligation was approximately $2.6 billion, and the Company expects to recognize approximately 71% 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.

3. Acquisitions

Clipper Acquisition

On May 24, 2022, the Company completed the acquisition of Clipper Logistics plc (“Clipper”), an omnichannel retail logistics specialist based in Leeds, England (the “Clipper Acquisition”). The Company acquired Clipper for $1,103 million, consisting of $900 million in cash and the issuance of 3,749,266 shares of GXO common stock having a value of $203 million. The Competition and Markets Authority (the “CMA”) in the U.K. is currently reviewing the Clipper Acquisition. The Company estimates that the CMA’s review of the acquisition will be completed during the second half of 2022.

The Company incurred transaction and financing costs related to the Clipper Acquisition of $20 million and $34 million for the three and six months ended June 30, 2022, respectively, which are included in Transaction and integration costs in the Condensed Consolidated Statements of Operations.

In connection with the Clipper Acquisition, (i) the Company and Clipper entered into a Cooperation Agreement; (ii) the Company entered into a Term Loan; (iii) the Company entered into a Five-Year Term Loan; and (iv) the Company terminated its Bridge Term Loan agreement. For additional information regarding the financing agreements entered in connection with the Clipper Acquisition, see Note 6—Debt and Financing Arrangements.

Clipper’s results of operations are included in our consolidated financial statements from the date of acquisition. The Company recorded $80 million and $1 million of revenue and income before income taxes for both the three and six months ended June 30, 2022, respectively.

The Company accounted for the acquisition as a business combination using the acquisition method of accounting. The fair value of assets acquired and liabilities assumed was based on management’s estimate of the fair values of the assets acquired and liabilities assumed using valuation techniques including income, cost and market approaches.

The following table summarizes the estimated fair value of assets acquired and liabilities assumed at the acquisition date:


(In millions)
ASSETS
Current assets
Cash and cash equivalents	$	26
Accounts receivable	146
Other current assets	63
Total current assets	235
Long-term assets
Property and equipment	83
Operating lease assets	235
Intangible assets	340
Other long-term assets	25
Total long-term assets	683
Total assets	$	918
LIABILITIES
Current liabilities
Accounts payable	$	87
Accrued expenses	104
Short-term borrowings and obligations under finance leases	54
Current operating lease liabilities	37
Other current liabilities	45
Total current liabilities	327
Long-term liabilities
Long-term debt and obligations under finance leases	10
Long-term operating lease liabilities	221
Other long-term liabilities	105
Total long-term liabilities	336
Total liabilities	$	663
Net assets purchased	$	255
Cash paid	$	900
Common stock issued(1)	203
Purchase price paid	$	1,103
Goodwill recorded(2)	$	848

(1) Represents the fair value of the Company’s common stock on the acquisition date.

(2) Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. Goodwill acquired was recorded in the European reporting unit and was primarily attributed to anticipated synergies.

The fair values of the assets acquired and liabilities assumed are considered preliminary and subject to adjustment as additional information is obtained and reviewed. The final allocation of the purchase price may differ from the preliminary allocation based on completion of the valuation. The Company expects to finalize purchase price allocation within the measurement period, which will not exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to lease assets and liabilities, intangible assets and goodwill.

The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Clipper occurred on January 1, 2021. The pro forma results reflect the impact of incremental interest expense, net of hedging instruments, to finance the acquisition and amortization expense on acquired intangible assets. Adjustments have also been made to remove transaction related costs. The unaudited pro forma information is not necessarily indicative of what the results of operations of the combined company would have been had the acquisition been completed as of January 1, 2021.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2022		2021		2022		2021
Revenue	$	2,334	$	2,146	$	4,695	$	4,236
Income before income taxes	91		15		154		40

Kuehne + Nagel Acquisition

In January 2021, the Company acquired the majority of Kuehne + Nagel’s contract logistics operations in the U.K. Kuehne + Nagel’s operations provide a range of logistics services, including inbound and outbound distribution, reverse logistics management and inventory management. The Company recorded assets and liabilities at fair value. Operating and finance lease assets and liabilities, goodwill and intangible assets acquired were approximately $300 million, $16 million and $26 million, respectively.

4. Restructuring and Other

Restructuring

The Company engages in restructuring actions as part of its ongoing efforts to best use its resources and infrastructure. These actions generally include severance and facility-related costs and are intended to improve efficiency and profitability.

The following is a rollforward of the restructuring liability, which is included in Other current liabilities in the Condensed Consolidated Balance Sheets:


(In millions)
Balance as of December 31, 2021	$	3
Charges incurred	6
Payments	(6)

Balance as of June 30, 2022	$	3

The remaining restructuring liability at June 30, 2022 is primarily related to severance payments and is expected to be substantially paid within the next twelve months.

Other

In the first quarter of 2022, the Company deconsolidated a 50% owned joint venture. The deconsolidation resulted in an $8 million charge recorded in the first quarter of 2022.

5. Leases

The Company has operating and finance leases primarily for real estate, warehouse equipment, trucks, trailers, containers and material handling equipment.

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


(In millions)	June 30, 2022		December 31, 2021
Operating leases:
Operating lease assets	$	1,900	$	1,772

Current operating lease liabilities	$	490	$	453
Long-term operating lease liabilities	1,570		1,391
Total operating lease liabilities	$	2,060	$	1,844

Finance leases:


Property and equipment, net	$	145	$	155

Short-term borrowings and obligations under finance leases	$	37	$	34
Long-term debt and obligations under finance leases	110		133
Total finance lease liabilities	$	147	$	167

The components of lease expense recorded in the Condensed Consolidated Statements of Operations were as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2022		2021		2022		2021
Operating leases:
Operating lease cost	$	171	$	165	$	340	$	329
Short-term lease cost	23		18		45		37
Variable lease cost	22		18		42		37
Total operating lease cost	$	216	$	201	$	427	$	403
Finance leases:
Amortization of leased assets	$	11	$	13	$	18	$	17
Interest expense on lease liabilities	2		1		3		2
Total finance lease cost	$	13	$	14	$	21	$	19
Total operating and finance lease cost	$	229	$	215	$	448	$	422

Supplemental cash flow information was as follows:


	Six Months Ended June 30,
(In millions)	2022		2021
Leased assets obtained in exchange for new operating lease liabilities, including $249 and $281 from an acquisition in 2022 and 2021, respectively	$	559	$	576
Leased assets obtained in exchange for new finance lease liabilities, including $14 and $23 from an acquisition in 2022 and 2021, respectively	16		33

6. Debt and Financing Arrangements

The following table summarizes the carrying value of debt: