0001852244-23-000009 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Feb. 13, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40470
Entity Registrant Name	GXO Logistics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2098312
Entity Address, Address Line One	Two American Lane
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	203
Local Phone Number	489-1287
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	GXO
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 4,800
Entity Common Stock, Shares Outstanding		118,775,811
Documents Incorporated by Reference	Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof.
Entity Central Index Key	0001852244
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Stamford, CT
Auditor Firm ID	185

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 8,993	$ 7,940	$ 6,195
Direct operating expense	7,443	6,637	5,169
Selling, general and administrative expense	886	714	611
Depreciation and amortization expense	329	335	323
Transaction and integration costs	61	99	47
Restructuring costs and other	32	4	29
Operating income	242	151	16
Other income, net	51	23	2
Interest expense, net	(29)	(21)	(24)
Income (loss) before income taxes	264	153	(6)
Income tax (expense) benefit	(64)	8	(16)
Net income (loss)	200	161	(22)
Net income attributable to noncontrolling interests	(3)	(8)	(9)
Net income (loss) attributable to GXO	$ 197	$ 153	$ (31)
Earnings (loss) per share data
Basic (in dollars per share)	$ 1.68	$ 1.33	$ (0.27)
Diluted (in dollars per share)	$ 1.67	$ 1.32	$ (0.27)
Weighted-average common shares outstanding
Basic (in shares)	117,050	114,632	114,626
Diluted (in shares)	117,616	115,597	114,626

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 200	$ 161	$ (22)
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax of $(8), $(3) and $(3), respectively	(98)	(46)	129
Unrealized gain on cash flow hedges, net of tax of $(2), $— and $—, respectively	7	0	2
Unrealized gain (loss) on defined benefit plans, net of tax of $13, $(2) and $—, respectively	(36)	7	1
Other comprehensive income (loss), net of tax	(127)	(39)	132
Comprehensive income	73	122	110
Less: Comprehensive income attributable to noncontrolling interests	2	7	17
Comprehensive income attributable to GXO	$ 71	$ 115	$ 93

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Foreign currency translation gain (loss), tax	$ (8)	$ (3)	$ (3)
Unrealized gain [(loss)] on financial assets/liabilities designated as hedging instruments, tax	(2)	0	0
Defined benefit plans adjustment, tax	$ 13	$ (2)	$ 0

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 495	$ 333
Accounts receivable, net of allowances of $12 and $13, respectively	1,647	1,507
Other current assets	286	259
Total current assets	2,428	2,099
Long-term assets
Property and equipment, net of $1,297 and $1,128 in accumulated depreciation, respectively	960	863
Operating lease assets	2,227	1,772
Goodwill	2,728	2,017
Intangible assets, net of $456 and $407 in accumulated amortization, respectively	570	257
Other long-term assets	306	263
Total long-term assets	6,791	5,172
Total assets	9,219	7,271
Current liabilities
Accounts payable	717	624
Accrued expenses	995	998
Less: Short-term borrowings and obligations under finance leases	67	34
Current operating lease liabilities	560	453
Other current liabilities	193	220
Total current liabilities	2,532	2,329
Long-term liabilities
Long-term debt and obligations under finance leases	1,739	927
Long-term operating lease liabilities	1,853	1,391
Other long-term liabilities	417	234
Total long-term liabilities	4,009	2,552
Commitments and Contingencies (Note 18)
Stockholders’ equity
Common Stock, $0.01 par value per share, 300,000 shares authorized, 118,728 and 114,659 shares issued and outstanding, as of December 31, 2022 and 2021, respectively	1	1
Preferred Stock, $0.01 par value per share, 10,000 shares authorized, 0 shares issued and outstanding, as of December 31, 2022 and 2021	0	0
Additional paid-in capital	2,575	2,354
Retained earnings	323	126
Accumulated other comprehensive loss	(254)	(130)
Total stockholders’ equity before noncontrolling interests	2,645	2,351
Noncontrolling interests	33	39
Total equity	2,678	2,390
Total liabilities and equity	$ 9,219	$ 7,271

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 12	$ 13
Property and equipment, accumulated depreciation	1,297	1,128
Intangible assets, accumulated amortization	$ 456	$ 407
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares outstanding (in shares)	114,659,000	114,659,000
Common stock, shares issued (in shares)	118,728,000	118,728,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income (loss)	$ 200	$ 161	$ (22)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization expense	329	335	323
Stock-based compensation expense	33	28	25
Deferred tax benefit	(10)	(62)	(27)
Other	(14)	(10)	0
Changes in operating assets and liabilities
Accounts receivable	(71)	(243)	(122)
Other assets	24	(57)	4
Accounts payable	45	114	(13)
Accrued expenses and other liabilities	6	189	165
Net cash provided by operating activities	542	455	333
Cash flows from investing activities:
Capital expenditures	(342)	(250)	(222)
Proceeds from sale of property and equipment	40	11	12
Acquisition of business, net of cash acquired	(876)	32	(30)
Net proceeds from cross-currency swap agreements	21	0	0
Purchase and sale of affiliate trade receivables, net	0	0	(40)
Other	8	0	0
Net cash used in investing activities	(1,149)	(207)	(280)
Cash flows from financing activities:
Proceeds from debt, net	917	794	0
Repayments of debt and finance leases	(115)	(72)	(123)
Taxes paid related to net share settlement of equity awards	(16)	(1)	0
Proceeds (repayments) related to trade securitization program	0	(26)	24
Purchase of noncontrolling interests	0	(128)	(21)
Net transfers (to) from XPO	0	(774)	168
Other	1	(34)	19
Net cash provided by (used in) financing activities	787	(241)	67
Effect of exchange rates on cash and cash equivalents	(18)	(2)	8
Net increase (decrease) in cash and cash equivalents	162	5	128
Cash and cash equivalents, beginning of year	333	328	200
Cash and cash equivalents, end of year	495	333	328
Supplemental cash flow information:
Cash paid for interest, net	34	22	32
Cash paid for income taxes, net	111	75	27
Noncash investing and financing activities:
Common stock issued for acquisition	204	0	0
Settlement of related party debt due to the Separation	$ 0	$ 437	$ 0

Consolidated Statements of Changes in Equity - USD ($) $ in Millions	Total	Equity Before Noncontrolling Interest	Common Stock	XPO, Inc. Investment	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2019			0
Beginning balance at Dec. 31, 2019	$ 2,697	$ 2,567	$ 0	$ 2,633	$ 0	$ 0	$ (66)	$ 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 (to) XPO, including separation adjustments	162	164		164				(2)
Ending balance (in shares) at Dec. 31, 2020			0
Ending balance at Dec. 31, 2020	2,948	2,823	$ 0	2,765	0	0	58	125
Changes in Stockholders' Equity
Net income (loss)	161	153		27		126		8
Other comprehensive income (loss)	(39)	(38)					(38)	(1)
Stock-based compensation	11	11			11
Exercise and vesting of stock compensation awards (in shares)			33,000
Tax withholding related to vesting of stock compensation awards	(1)	(1)			(1)
Purchase of noncontrolling interests	(128)							(128)
Net transfers from (to) XPO, including separation adjustments	(557)	(597)		(447)			(150)	40
Issuance of common stock and reclassification of XPO investment (in shares)			114,626,000
Issuance of common stock and reclassification of XPO investment			$ 1	(2,345)	2,344
Other	(5)							(5)
Ending balance (in shares) at Dec. 31, 2021			114,659,000
Ending balance at Dec. 31, 2021	2,390	2,351	$ 1	0	2,354	126	(130)	39
Changes in Stockholders' Equity
Net income (loss)	200	197				197		3
Other comprehensive income (loss)	(127)	(126)					(126)	(1)
Stock-based compensation	$ 33	33			33
Exercise and vesting of stock compensation awards (in shares)	0		557,000
Tax withholding on vesting of stock compensation awards (in shares)			(246,000)
Tax withholding related to vesting of stock compensation awards	$ (16)	(16)			(16)
Other							2
Common stock issued for acquisition (in shares)			3,758,000
Common stock issued for acquisition	204	204			204
Other	(6)	2					2	(8)
Ending balance (in shares) at Dec. 31, 2022			118,728,000
Ending balance at Dec. 31, 2022	$ 2,678	$ 2,645	$ 1	$ 0	$ 2,575	$ 323	$ (254)	$ 33

Organization	12 Months Ended
Organization	Dec. 31, 2022
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 its customers with high-value-add warehousing and distribution, order fulfillment, e-commerce, reverse logistics and other supply chain services differentiated by its ability to deliver technology-enabled, customized solutions at scale. The Company serves a broad range of customers across a range of industries, such as e-commerce, omnichannel retail, technology and consumer electronics, food and beverage, industrial and manufacturing, and consumer packaged goods, among others. The Company presents its operations in the consolidated financial statements as one reportable segment. On August 2, 2021, the Company completed the separation (the “Separation”) from XPO, Inc. (“XPO”). The Separation was accomplished by the distribution of 100 % 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. On August 2, 2021, GXO became a standalone publicly-traded company and 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.

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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 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 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.

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 and Russia’s invasion of Ukraine 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 and Russia’s invasion of Ukraine has made calculating estimates and assumptions more difficult.

Significant Accounting Policies

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.

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)	2022		2021		2020
Beginning balance	$	13	$	18	$	20
Provisions charged to expense	5		4		8
Write-offs, less recoveries, and other adjustments	(6)		(9)		(10)
Ending balance	$	12	$	13	$	18

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 are capitalized 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, material handling equipment, trucks, trailers, and containers 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 present value of the lease payments over the lease term.

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.

Lease agreements may contain rent escalation clauses, renewal or termination options, rent holidays or certain landlord incentives, including tenant improvement allowances. Amounts received from a landlord are included as a reduction to the lease asset and are included within operating activities on the Consolidated Statement of Cash Flows.

Segment Reporting

The Company is comprised of three 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 three 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 three reporting units: i) Americas and Asia-Pacific; ii) United Kingdom and Ireland and iii) Continental Europe. The Company measures goodwill impairment, if any, as the amount by which the carrying amount of the reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.

As a result of the change in our operating segments and reporting units, we elected to change our annual goodwill impairment test date from August 31 to November 1 to align with the Company’s budgeting process. We performed

an annual goodwill impairment test on August 31, 2022 and on November 1, 2022. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach.

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. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

The Company’s intangible assets consist of customer relationships and trade names 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 intangible assets 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, property, general liability, vehicular, cargo, cyber-attacks 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 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 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 customers.

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, technology 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 based on the costs incurred, per-unit pricing is determined based on units provided, and time and materials pricing is 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. 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. Stock compensation expense is recognized using the straight-line method, based on the grant date fair value, over the requisite service period of the award, which is generally the vesting term. 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 grants of RSUs subject to market-based vesting conditions (“PRSUs”) and 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 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.

If the Company considers that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, presuming an examination by a taxing authority with full knowledge of all relevant information, the Company recognizes all or a portion of the benefit. 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 uses judgments and estimates in evaluating its tax positions. The Company’s tax returns are subject to examination by U.S. Federal, state and local, 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 upon audit. 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 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. 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 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 if certain criteria are met. 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. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope” to expand the scope of this guidance to include derivatives. In December 2022, the FASB issued ASU 2022-06, “Reference rate reform (Topic 848): Deferral of the sunset date of Topic 848” which defers the expiration date for Topic 848 from December 31, 2022 until December 31, 2024. 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.

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

3. Revenue Recognition

Revenue disaggregated by geographical area was as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
United Kingdom	$	3,293	$	2,634	$	1,526
United States	2,861		2,469		2,221
France	729		734		643
Netherlands	699		651		499
Spain	488		479		422
Italy	331		339		318
Other	592		634		566
Total	$	8,993	$	7,940	$	6,195

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


	Year Ended December 31,
(In millions)	2022		2021		2020
Omnichannel retail	$	3,649	$	3,116	$	2,495
Technology and consumer electronics	1,337		1,075		763
Food and beverage	1,327		1,328		908
Industrial and manufacturing	1,076		994		920
Consumer packaged goods	915		832		627
Other	689		595		482
Total	$	8,993	$	7,940	$	6,195

Contract Balances


	December 31,
(In millions)	2022		2021
Contract assets (1)	$	190	$	147
Contract liabilities (2)	288		220

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

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

Revenue recognized included the following:


	Year Ended December 31,
(In millions)	2022		2021
Amounts included in the beginning of year contract liability balance	$	93	$	68

Remaining 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.

As of December 31, 2022, the fixed consideration component of the Company’s remaining performance obligations was approximately $3.1 billion, and the Company expects to recognize approximately 75% 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 https://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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

4. 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 $1,106 million, consisting of $902 million in cash and the issuance of 3,757,657 shares of GXO common stock having a value of $204 million. The Clipper Acquisition was subject to review by the CMA. On October 4, 2022, the CMA approved the Clipper Acquisition.

The Company incurred acquisition and integration costs related to the Clipper Acquisition of $46 million for the year ended December 31, 2022. These costs are included within Transaction and integration costs in the 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 Delayed Draw Term Loan; (iii) the Company entered into a Five-Year Term Loan; and (iv) the Company terminated its Bridge Term Loan. For additional information regarding the financing agreements entered into in connection with the Clipper Acquisition, see Note 9. Debt and Financing Arrangements.

The Company included Clipper’s results of operations from the date of acquisition. For the year ended December 31, 2022, the Company recorded $569 million and $4 million of revenue and income before income taxes, respectively.

The Company accounted for the Clipper 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 identifiable 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	67
Total current assets	239
Long-term assets
Property and equipment	80
Operating lease assets	233
Intangible assets (1)	392
Other long-term assets	15
Total long-term assets	720
Total assets	$	959
LIABILITIES
Current liabilities
Accounts payable	$	84
Accrued expenses	96
Short-term borrowings and obligations under finance leases	56
Current operating lease liabilities	50
Other current liabilities	49
Total current liabilities	335
Long-term liabilities
Long-term debt and obligations under finance leases	10
Long-term operating lease liabilities	183
Other long-term liabilities	121
Total long-term liabilities	314
Total liabilities	$	649
Net assets purchased	$	310
Cash paid	$	902
Common stock issued (2)	204
Purchase price paid	$	1,106
Goodwill recorded (3)	$	796

(1) The Company acquired $392 million of intangible assets comprised of customer relationships and trade names, with weighted-average useful lives of 15 years.

(2) Represents the fair value of the Company’s common stock issued.

(3) 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 United Kingdom and Ireland 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 the 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, certain long term liabilities, income taxes and goodwill.

The following unaudited pro forma information presents the Company’s results of operations as if the Clipper Acquisition 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 expenses 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 if the acquisition had been completed on January 1, 2021.


	Year Ended December 31,
(In millions)	2022		2021
Revenue	$	9,449	$	9,074
Income before income taxes	295		155

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 income before income taxes 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 $281 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 they are not material to the Consolidated Financial Statements.

Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

5. Goodwill

The following tables present the changes in goodwill for the years ended December 31, 2022 and 2021.


(In millions)
Goodwill as of December 31, 2020	$	2,063
Acquisition (1)	16
Impact of foreign exchange translation	(62)
Goodwill as of December 31, 2021	2,017
Acquisition (1)	796
Impact of foreign exchange translation	(85)
Goodwill as of December 31, 2022	$	2,728

(1) Changes to goodwill amounts resulting from foreign currency translation after the acquisition date are presented as the impact of foreign exchange translation.

As of December 31, 2022 and 2021, there were no accumulated goodwill impairment losses.

Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

6. Intangible Assets

The following table summarizes identifiable intangible assets:


	December 31, 2022						December 31, 2021
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Customer relationships	$	978	$	(451)	$	527	$	664	$	(407)	$	257
Trade names	48		(5)		43		—		—		—
Total	$	1,026	$	(456)	$	570	$	664	$	(407)	$	257

For the years ended December 31, 2022, 2021 and 2020, there were no intangible assets impairment losses.

Intangible asset amortization expense was $68 million, $61 million and $61 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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


(In millions)	2023		2024		2025		2026		2027		Thereafter
Estimated amortization expense	$	66	$	63	$	60	$	57	$	54	$	270

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

7. Property and Equipment

The following table summarizes property and equipment:


	December 31,
(In millions)	2022		2021
Land	$	—	$	7
Buildings and leasehold improvements	364		326
Warehouse equipment and other	958		832
Computer, software and equipment (1)	588		550
Technology and automated systems	347		276
Total property and equipment, gross	2,257		1,991
Less: accumulated depreciation and amortization	(1,297)		(1,128)
Total property and equipment, net	$	960	$	863

(1) Includes internally developed software of $223 million and $214 million as of December 31, 2022 and 2021, respectively.

Depreciation of property and equipment was $261 million, $274 million and $262 million for the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022 and 2021, the Company held long-lived tangible assets outside the U.S. of $475 million and $428 million, respectively.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

8. Leases

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


	December 31,
(In millions)	2022		2021
Operating leases:
Operating lease assets	$	2,227	$	1,772

Current operating lease liabilities	$	560	$	453
Long-term operating lease liabilities	1,853		1,391
Total operating lease liabilities	$	2,413	$	1,844

Finance leases:


Property and equipment, net	$	123	$	155

Short-term borrowings and obligations under finance leases	$	35	$	34
Long-term debt and obligations under finance leases	97		133
Total finance lease liabilities	$	132	$	167

Supplemental weighted-average information for leases was as follows:


	December 31,
	2022		2021
Weighted-average remaining lease term
Operating leases	5.9 years		5.3 years
Finance leases	10.4 years		11.6 years
Weighted-average discount rate
Operating leases	4.0	%	3.5	%
Finance leases	3.4	%	3.8	%

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
Operating leases:
Operating lease cost	$	697	$	657	$	532
Short-term lease cost	118		80		55
Variable lease cost	106		75		65
Total operating lease cost	$	921	$	812	$	652
Finance leases:
Amortization of leased assets	$	30	$	32	$	24
Interest expense on lease liabilities	5		6		4
Total finance lease cost	$	35	$	38	$	28
Total lease cost	$	956	$	850	$	680

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	576	$	578	$	556
Operating cash flows for finance leases	5		6		4
Financing cash flows for finance leases	33		25		17
Leased assets obtained in exchange for new lease obligations:
Operating leases, including $233 and $281 from an acquisition in 2022 and 2021, respectively	$	1,154	$	932	$	392
Finance leases, including $16 and $23 from an acquisition in 2022 and 2021, respectively	20		39		38

Maturities of lease liabilities as of December 31, 2022 were as follows:


(In millions)	Finance Leases		Operating Leases
2023	$	50	$	638
2024	26		539
2025	20		432
2026	12		331
2027	9		242
Thereafter	31		571
Total lease payments	148		2,753
Less: Interest	(16)		(340)
Present value of lease liabilities	$	132	$	2,413

As of December 31, 2022, the Company had additional operating leases that have not yet commenced with future undiscounted lease payments of approximately $15 million. These operating leases will begin in 2023, with initial lease terms ranging from 5 to 6 years.

Leases

8. Leases

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


	December 31,
(In millions)	2022		2021
Operating leases:
Operating lease assets	$	2,227	$	1,772

Current operating lease liabilities	$	560	$	453
Long-term operating lease liabilities	1,853		1,391
Total operating lease liabilities	$	2,413	$	1,844

Finance leases:


Property and equipment, net	$	123	$	155

Short-term borrowings and obligations under finance leases	$	35	$	34
Long-term debt and obligations under finance leases	97		133
Total finance lease liabilities	$	132	$	167

Supplemental weighted-average information for leases was as follows:


	December 31,
	2022		2021
Weighted-average remaining lease term
Operating leases	5.9 years		5.3 years
Finance leases	10.4 years		11.6 years
Weighted-average discount rate
Operating leases	4.0	%	3.5	%
Finance leases	3.4	%	3.8	%

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
Operating leases:
Operating lease cost	$	697	$	657	$	532
Short-term lease cost	118		80		55
Variable lease cost	106		75		65
Total operating lease cost	$	921	$	812	$	652
Finance leases:
Amortization of leased assets	$	30	$	32	$	24
Interest expense on lease liabilities	5		6		4
Total finance lease cost	$	35	$	38	$	28
Total lease cost	$	956	$	850	$	680

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	576	$	578	$	556
Operating cash flows for finance leases	5		6		4
Financing cash flows for finance leases	33		25		17
Leased assets obtained in exchange for new lease obligations:
Operating leases, including $233 and $281 from an acquisition in 2022 and 2021, respectively	$	1,154	$	932	$	392
Finance leases, including $16 and $23 from an acquisition in 2022 and 2021, respectively	20		39		38

Maturities of lease liabilities as of December 31, 2022 were as follows:


(In millions)	Finance Leases		Operating Leases
2023	$	50	$	638
2024	26		539
2025	20		432
2026	12		331
2027	9		242
Thereafter	31		571
Total lease payments	148		2,753
Less: Interest	(16)		(340)
Present value of lease liabilities	$	132	$	2,413

Debt and Financing Arrangements

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt and Financing Arrangements

9. Debt and Financing Arrangements

The following table summarizes the carrying value of our debt:


		December 31,
(In millions)	Rate (1)	2022		2021
1.65% Unsecured notes due 2026 (2)	1.65%	$	397	$	397
2.65% Unsecured notes due 2031 (3)	2.65%	397		396
Two-Year Term Loan due 2024	5.77%	115		—
Three-Year Term Loan due 2025 (4)	5.77%	234		—
Five-Year Term Loan due 2027 (4)	5.89%	499		—
Finance leases and other debt	Various	164		168
Total debt and obligations under finance leases		1,806		961
Less: Short-term borrowings and obligations under finance leases		67		34
Total long-term debt and obligations under finance leases		$	1,739	$	927

(1) Interest rate as of December 31, 2022.

(2) Net of unamortized debt issuance costs and discount of $3 million as of December 31, 2022 and 2021.

(3) Net of unamortized debt issuance costs and discount of $3 million and $4 million as of December 31, 2022 and 2021, respectively.

(4) Net of unamortized debt issuance costs of $1 million as of December 31, 2022.

Five-Year Term Loan

On May 25, 2022, the Company entered into a five-year unsecured Term Loan (the “Five-Year Term Loan”) that provided a $500 million unsecured term loan facility to fund the Clipper Acquisition. On May 26, 2022, the Company borrowed $500 million that will mature on May 26, 2027. The loan bears interest at a fluctuating rate per annum equal to, at the Company’s option, the alternate base rate or the adjusted Secured Overnight Financing Rate (SOFR), plus an applicable margin based on the Company’s credit ratings.

Delayed Draw Term Loan

On March 22, 2022, the Company entered into an unsecured delayed draw Term Loan (the “Delayed Draw Term Loan”) that provided a £375 million unsecured term loan facility to fund the Clipper Acquisition. The loan was available to the Company in U.S. dollars or British pounds sterling. On May 26, 2022, the Company borrowed, in U.S. dollars, a $165 million two-year term loan tranche (the “Two-Year Term Loan”) and a $235 million three-year term loan tranche (the “Three-Year Term Loan”) that will mature on May 26, 2024 and May 26, 2025, respectively. The Two-Year Term Loan and Three-Year Term Loan bear interest at a fluctuating rate per annum equal to, at the Company’s option, the alternate base rate or the adjusted SOFR, plus an applicable margin based on the Company’s credit ratings. In December 2022, the Company repaid $50 million against the Two-Year Term Loan.

Bridge Term Loan

On February 28, 2022, the Company entered into an unsecured Bridge Term Loan (the “Bridge Term Loan”) that provided a £745 million unsecured term loan facility to fund the Clipper Acquisition. The commitments under the Bridge Term Loan were terminated with the effectiveness of the Five-Year Term Loan and the Delayed Draw Term Loan. No amounts were drawn under the Bridge Term Loan.

Unsecured Notes

In July 2021, prior to the Separation, 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”). 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.

Revolving Credit Facilities

In June 2021, prior to the Separation, the Company entered into a five-year unsecured multi-currency Revolving Credit Facility (the “Revolving Credit Facility”). 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 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. No amounts were outstanding under the Revolving Credit Facility as of December 31, 2022 or December 31, 2021.

In addition, pursuant to the Clipper Acquisition, the Company assumed a revolving credit facility agreement under which it may borrow up to approximately £45 million ($54 million as of December 31, 2022) in aggregate at any time, expiring in November 2023. As of December 31, 2022, the Company had $18 million of borrowings outstanding under this agreement.

Amounts drawn and repaid in 90 days or less under the revolving credit facilities are presented net in the Consolidated Statement of Cash Flows.

Factoring Programs and Trade Receivables Securitization

The Company sells certain of its trade accounts receivables on a non-recourse basis to third-party financial institutions under various factoring agreements. The Company also sold certain European trade accounts receivables under a securitization program that was terminated in the first quarter of 2022. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows.

The Company accounts for these transactions 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.

Information related to trade receivables sold was as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
Factoring agreements
Receivables sold in period	$	992	$	450	$	612
Cash consideration	988		449		611
Securitization program
Receivables sold in period	$	—	$	1,850	$	1,491
Cash consideration	—		1,850		1,491
Deferred purchase price	—		—		80

Covenants and Compliance

The covenants in the Five-Year Term Loan, the Delayed Draw Term Loan, the Unsecured Notes, and the Revolving Credit Facilities, 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 facilities require the Company to maintain a consolidated leverage ratio below a specified maximum.

As of December 31, 2022, the Company complied with the covenants contained in its debt and financing arrangements.

- 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
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: 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(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Fair Value Measurements and Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements and Financial Instruments

10. 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, 2022 and 2021, due to their short-term nature.

Debt

The fair value of debt was as follows:


		December 31, 2022				December 31, 2021
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
1.65% Unsecured notes due 2026	2	$	342	$	397	$	391	$	397
2.65% Unsecured notes due 2031	2	294		397		394		396
Two-Year Term Loan due 2024	2	115		115		—		—
Three-Year Term Loan due 2025	2	234		234		—		—
Five-Year Term Loan due 2027	2	499		499		—		—

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 and interest rates. 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.

Net Investment Hedges

The Company uses fixed-to-fixed or variable-to-variable cross-currency swap agreements to hedge its net investments in foreign operations against future volatility in the exchange rates between the U.S. dollar and the associated foreign currencies. The Company designated these cross-currency swap agreements as qualifying hedging instruments and accounts for them as net investment hedges.

In the first quarter of 2022, the Company extended certain fixed-to-fixed cross-currency swap agreements scheduled to mature between 2022 to 2027, with an aggregate notional amount of $322 million. In the second quarter of 2022, the Company extended a fixed-to-fixed cross-currency swap agreement scheduled to mature in 2026 to 2027, with an aggregate notional amount of $165 million. Additionally, in the second quarter of 2022, the Company entered into multiple cross-currency swap agreements with maturity dates ranging from 2023 to 2027, with an aggregate notional amount of $900 million, of which $250 million and $165 million were amended during the second and third quarters of 2022, respectively. In the fourth quarter of 2022, the Company amended certain fixed-to-fixed cross-currency swap agreements scheduled to mature in 2027 to 2026, with aggregate notional amounts of $322 million, these amendments were not material to the Consolidated Financial Statements. Concurrent with the $50 million Two-Year Term Loan repayment, $50 million of a variable-to-variable cross-currency swap agreement notional amount was reduced.

In connection with the extensions, amendments and reduction, the Company received net cash of $21 million representing the fair value of the swap plus interest accrued through the date of termination for the year ended December 31, 2022.

Interest Rate Swap Agreements

The Company uses interest rate swap agreements to hedge the variability of cash flows resulting from floating interest rate borrowings. The Company designated these interest rate swap agreements as qualifying hedging instruments and accounts for them as cash flow hedges. When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge, the changes in the fair value are recorded in equity as a component of AOCI and are reclassified into Interest expense, net over the life of the underlying debt, as interest on the Company’s floating rate debt is accrued. In the second quarter of 2022, the Company entered into multiple interest rate swap agreements with an aggregate notional amount of $250 million.

Foreign Currency Exchange Rate Risk

The Company is exposed to certain risks relating to its ongoing business operations, including foreign currency exchange rate risk. The Company uses foreign currency option contracts to mitigate the risk of a reduction in the value of earnings from its operations that use the Euro or British pound sterling as their functional currency. Additionally, the Company uses foreign currency forward contracts to mitigate exposure from variability of cash flows related to the forecasted interest and principal payments on intercompany loans. The foreign currency forward contracts generally expire within 12 months. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the requirements to be accounted for as hedging instruments.

Derivatives

The gross notional and fair value of derivative instruments were as follows:


	December 31,
	2022				2021
(In millions)	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Location
Derivatives designated as hedges
Assets:
Cross-currency swap agreements	$	1,222	$	22	$	—	$	—	Other long-term assets
Interest rate swaps	250		9		—		—		Other long-term assets
Liabilities:
Cross-currency swap agreements	$	115	$	13	$	328	$	4	Other current liabilities
Cross-currency swap agreements	—		—		165		4		Other long-term liabilities

Derivatives not designated as hedges
Assets:
Foreign currency option contracts	$	—	$	—	$	368	$	11	Other current assets
Foreign currency option contracts	—		—		37		1		Other long-term assets
Liabilities:
Foreign currency option contracts	$	354	$	5	$	—	$	—	Other current liabilities
Foreign currency forward contracts	3		—		—		—		Other current liabilities

As of December 31, 2022 and 2021, the derivatives were 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 hedges on AOCI and in the Consolidated Statements of Operations was as follows:


	Year Ended December 31, 2022						Year Ended December 31, 2021
(In millions)	Amount of Gain Recognized in Other Comprehensive Income on Derivatives		Gain Reclassified from AOCI into Net Income (1)		Gain Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)		Amount of Loss Recognized in Other Comprehensive Income on Derivatives		Gain Reclassified from AOCI into Net Income (1)		Gain Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges
Cross-currency swap agreements	$	36	$	4	$	3	$	(17)	$	1	$	2
Derivatives designated as cash flow hedges
Interest rate swaps	$	9	$	—	$	—	$	—	$	—	$	—

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

Derivatives not designated as hedges

Gains and losses recognized in Other income, net in the Consolidated Statements of Operations for foreign currency options and forward contracts were as follows:


	Year Ended December 31,
(In millions)	2022		2021
Realized gain	$	29	$	1
Unrealized gain (loss)	(11)		1
Total gain recognized in net income	$	18	$	2

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

11. Accrued Expenses

The components of accrued expenses were as follows:


	December 31,
(In millions)	2022		2021
Facility and transportation charges	$	360	$	387
Salaries and wages	350		367
Value-added tax and other taxes	135		135
Other	150		109
Total accrued expenses	$	995	$	998

Earnings per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings per Share

12. 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.

Diluted earnings per share was computed by giving effect to all potentially dilutive stock awards that were 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.

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)	2022		2021		2020
Net income (loss) attributable to common shares	$	197	$	153	$	(31)

Basic weighted-average common shares	117,050		114,632		114,626
Diluted effect of stock-based awards	566		965		—
Diluted weighted-average common shares	117,616		115,597		114,626

Basic earnings (loss) per share	$	1.68	$	1.33	$	(0.27)
Diluted earnings (loss) per share	$	1.67	$	1.32	$	(0.27)

Antidilutive shares excluded from diluted weighted-average common shares	2,049		88		—

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

13. Stockholders’ Equity

The following table summarizes the changes in AOCI by component:


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plans		Less: AOCI attributable to noncontrolling interest		AOCI attributable to GXO
As of December 31, 2020	$	61	$	—	$	(1)	$	(2)	$	58

Foreign currency translation loss	(47)		—		—		1		(46)
Unrealized gain on defined benefit plans, net of tax	—		—		7		—		7
Amounts reclassified from AOCI to net income	1		—		—		—		1
Other comprehensive income (loss), net of tax	(46)		—		7		1		(38)
Transfers from XPO, net of tax	(68)		—		(82)		—		(150)

As of December 31, 2021	$	(53)	$	—	$	(76)	$	(1)	$	(130)

Foreign currency translation loss	(120)		—		—		1		(119)
Unrealized gain on hedges, net of tax	29		7		—		—		36
Unrealized loss on defined benefit plans, net of tax	—		—		(36)		—		(36)
Amounts reclassified from AOCI to net income	(7)		—		—		—		(7)
Other comprehensive income (loss), net of tax	(98)		7		(36)		1		(126)
Other	2		—		—		—		2
As of December 31, 2022	$	(149)	$	7	$	(112)	$	—	$	(254)

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

14. 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 Employee Matters Agreement (“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 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, 2022, 8.2 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 included 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)	2022		2021		2020
Restricted stock and restricted stock units	$	21	$	20	$	23
Performance-based restricted stock units	7		5		2
Stock options	5		3		—
Total stock-based compensation expense	$	33	$	28	$	25
Tax expense (benefit) on stock-based compensation	$	(1)	$	1	$	1

Stock Options

The Company’s stock options vest over five years after the grant date, and have a 10-year contractual term with an exercise price equal to the stock price on the grant date. For awards issued prior to the Separation, the exercise price was converted in accordance with the EMA. The Black-Scholes option-pricing model was used to estimate the fair value of the share-based awards granted in 2021. The Black-Scholes option-pricing model incorporates various subjective assumptions, including expected terms and expected volatility. Assumptions used in the Black-Scholes option-pricing model for the estimated fair value were as follows: weighted-average risk-free rate of interest of 1.2%, expected volatility of 30%, weighted-average expected award life of 6.7 years and weighted-average fair value of $22.66.

No options were granted, exercised or forfeited during the year ended December 31, 2022.

Stock option awards as of December 31, 2022 and 2021, are presented in the following table:


	Stock Options
	Number of Stock Options (in thousands)	Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Term (years)
Outstanding as of December 31, 2021	1,170	$	64.72	9 years



Outstanding as of December 31, 2022	1,170	$	64.72	8 years
Options exercisable as of December 31, 2022	123	$	62.28	8 years

There was no intrinsic value for options outstanding and exercisable at December 31, 2022.

As of December 31, 2022, unrecognized compensation cost related to options of $18 million is anticipated to be recognized over a weighted-average period of approximately 3 years.

Restricted Stock Units and Performance-Based Restricted Stock Units

The Company grants RSUs and PRSUs to its key employees, officers and directors with various vesting requirements. 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. RSUs generally vest based on the passage of time (service conditions), typically four years, and PRSUs generally vest based on achieving certain predefined performance objectives. For PRSUs the number of shares may be increased to the maximum or reduced to the minimum threshold based on the results of these performance metrics in accordance with the terms established at the time of the award.

In 2022, the Company granted PRSUs subject to market-based vesting conditions. The Company determines the fair value of PRSUs subject to market-based vesting conditions using a Monte Carlo simulation lattice model that incorporates the probability of the performance conditions being met as of the grant date. Assumptions used in the Monte Carlo simulation lattice model for the estimated fair value were as follows: weighted-average risk free rate of interest of 2.5% and expected volatility of the Company’s stock of 37%.

A summary of RSU and PRSU award activity for the year ended December 31, 2022 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, 2021	1,263	$	42.31	247	$	53.91
Granted	481	67.32		120	80.75
Vested (1)	(441)	37.17		(116)	54.72
Forfeited and canceled	(106)	51.09		(16)	41.98
Outstanding as of December 31, 2022	1,197	$	53.46	235	$	67.96

(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 2022 and 2021 was $30 million and $17 million, respectively. The total fair value of PRSUs that vested during 2022 was $5 million and was immaterial for 2021. As of December 31, 2022, unrecognized compensation cost related to RSUs and PRSUs of $58 million is anticipated to be recognized over a weighted-average period of approximately 3 years.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plans

15. 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. 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 was as follows:


	December 31,
(In millions)	2022		2021
Projected benefit obligation at beginning of year	$	1,400	$	—
Liabilities assumed from XPO	—		1,408

Interest cost	21		11
Actuarial (gain) loss	(442)		39
Foreign currency exchange rate changes	(139)		(31)
Benefits paid	(52)		(27)

Projected benefit obligation at end of year	$	788	$	1,400

Actuarial gains were primarily a result of an increase in the discount rate.

The change in the fair value of the plan assets was as follows:


	December 31,
(In millions)	2022		2021
Fair value of plan assets at beginning of year	$	1,460	$	—
Assets transferred from XPO	—		1,444
Actual return on plan assets	(438)		75
Foreign currency exchange rate changes	(145)		(32)
Contributions by the employer	1		—
Benefits paid	(52)		(27)

Fair value of plan assets at end of year	$	826	$	1,460
Funded status of the plan assets at end of year (1)	$	38	$	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 were as follows:


	December 31,
(In millions)	2022		2021 (1)
Actuarial loss	$	(151)	$	(113)
Prior-service credit	14		16
Net amount recognized in AOCI	$	(137)	$	(97)

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

The components of net benefit cost recognized were as follows:


	Year Ended December 31,
(In millions)	2022		2021
Interest cost component	$	(21)	$	(11)
Expected return on plan assets for the period	54		30

Net benefit cost recognized (1)	$	33	$	19

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

The amount recognized in other comprehensive income was as follows:


	Year Ended December 31,
(In millions)	2022		2021
Actuarial gain (loss)	$	(51)	$	6

Other comprehensive income	$	(51)	$	6

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


	Year Ended December 31,
	2022		2021
Weighted average assumptions used to determine benefit obligation at December 31:
Discount rate	5.03	%	1.82	%
Rate of compensation increase (1)	—	%	—	%
Weighted average assumptions used to determine net periodic costs for the year ended December 31:
Discount rate	1.82	%	1.87	%
Rate of compensation increase (1)	—	%	—	%
Expected long-term rate of return on plan assets	4.13	%	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 a trustee, which include representatives of the Company, to meet the U.K. Retirement Plan’s projected future pension liabilities. The trustee’s 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 80% of the liability interest rate sensitivity and 80% of the liability inflation sensitivity were hedged as of December 31, 2022.

The fair values of investments held in the pension plans by major asset category were as follows:


		December 31,
(In millions)	Level	2022		2021
Cash and cash equivalents	Level 1	$	59	$	60
Government Securities	Level 2	409		904
Corporate Bonds	Level 2	163		269
Derivatives	Level 2	(137)		(381)
Total assets in fair value hierarchy		$	494	$	852
Commingled funds (1)		332		506
Derivatives (1)		—		102
Investments, at fair value		$	826	$	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.

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


(In millions)	2023		2024		2025		2026		2027		2028-2031
Expected payment	$	49	$	48	$	52	$	49	$	55	$	273

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 $1 million to the U.K. Retirement Plan in 2023 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 in the U.S. The Company matches up to 4% of employees’ pre-tax contributions, after completing one year of service. The Company’s costs for the defined contribution plan were $17 million, $16 million and $14 million for the years ended December 31, 2022, 2021 and 2020, respectively, and were primarily included in Direct operating expenses.

The Company also has various defined contribution plans for its international employees. The Company’s contributions to these benefit plans were $37 million, $29 million and $15 million for the years ended December 31, 2022, 2021 and 2020, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Restructuring Charges and Other

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring Charges and Other

16. Restructuring Charges 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, including impairment of operating lease assets, and are intended to improve efficiency and profitability.

The restructuring liability rollforward, which is included in Other current liabilities in the Consolidated Balance Sheets was as follows:


(In millions)
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
Charges incurred	24
Payments	(14)

Balance as of December 31, 2022	$	13

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

The remaining restructuring liability at December 31, 2022 primarily relates to severance payments and is expected to be substantially paid within 12 months.

Other

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

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

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 has filed and 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.

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


	Year Ended December 31,
(In millions)	2022		2021		2020
U.S.	$	105	$	(25)	$	(82)
Foreign	159		178		76
Income (loss) before income taxes	$	264	$	153	$	(6)

The components of income tax expense (benefit) for 2022, 2021 and 2020 are presented in the following table:


	Year Ended December 31,
(In millions)	2022		2021		2020
Current:
U.S. federal	$	40	$	12	$	(2)
U.S state and local	2		2		(1)
Foreign	29		26		45
Total current income tax expense	$	71	$	40	$	42
Deferred:
U.S. federal	$	(9)	$	(13)	$	(16)
U.S state and local	(3)		(12)		(5)
Foreign	5		(23)		(5)
Total deferred income tax benefit	$	(7)	$	(48)	$	(26)
Total income tax expense (benefit)	$	64	$	(8)	$	16

Income tax expense (benefit) for 2022, 2021, and 2020 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% for 2022, 2021 and 2020. 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 2022, 2021 and 2020 is presented in the following table:


	Year Ended December 31,
(In millions)	2022		2021		2020
Tax expense at U.S. federal statutory tax rate	$	55	$	32	$	(1)
State taxes, net of U.S. federal benefit	(1)		(8)		(5)
Foreign rate differential	(10)		(2)		(3)
Foreign operations (1)	11		5		20
Contribution- and margin-based taxes	5		4		6
Valuation allowances	(3)		1		—
Changes in prior period unrecognized tax benefits, including interest	—		—		1
Stock-based compensation	(1)		1		1
Intangible assets (2)	—		(42)		—
Transaction costs	5		—		—
Other	3		1		(3)
Total income tax expense (benefit)	$	64	$	(8)	$	16

(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 gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are presented in the following table:


	Year Ended December 31,
(In millions)	2022		2021
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	71	$	74
Accrued expenses	54		45

Other	15		16
Gross deferred tax assets	140		135
Valuation allowances	(44)		(45)
Total deferred tax assets, net of valuation allowance	96		90
Deferred tax liabilities
Intangible assets	(128)		(45)
Property and equipment	(70)		(50)
Pension and other retirement obligations	(1)		(6)
Other	(14)		(12)
Gross deferred tax liabilities	(213)		(113)
Net deferred tax liability	$	(117)	$	(23)

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


	December 31,
(In millions)	2022		2021
Other long-term assets	$	43	$	48
Other long-term liabilities	(160)		(71)
Net deferred tax liability	$	(117)	$	(23)

Investments in Foreign Subsidiaries

As of December 31, 2022, the Company maintained a partial assertion for all post 2017 undistributed historical earnings and record a deferred tax liability for historical earnings that are not considered to be permanently reinvested. The Company asserts indefinite reversal exception for not recording deferred taxes resulting from the Clipper Acquisition.

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)	2022		2021
Federal net operating losses for all U.S. operations	2033	$	17	$	20
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2027	2		3
Federal tax credit carryforwards	Various times starting in 2032	5		5
State tax credit carryforwards	Various times starting in 2023	6		6
Foreign net operating losses available to offset future taxable income	Various times starting in 2023	235		240

(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
2022	$	45	3	(4)	$	44
2021	$	73	1	(29)	$	45
2020	$	56	17	—	$	73

(1) In 2021, due to the Separation, $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)	2022		2021		2020
Beginning balance	$	3	$	3	$	3
Increases related to positions taken during prior years	1		1		1

Reduction due to expiration of statutes of limitations	(1)		(1)		(1)
Ending balance	3		3		3
Interest and penalties	—		—		1
Gross unrecognized tax benefits	$	3	$	3	$	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 approximately $3 million over the next 12 months due to statutes of limitations expirations 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, 2022, the Company is not under examination by the IRS or U.S. state and local taxing authorities. Various non-U.S. tax returns for years after 2009 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 https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

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

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	18. 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 believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. Management 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.

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Consolidation

Use of Estimates

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

an annual goodwill impairment test on August 31, 2022 and on November 1, 2022. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach.

Impairment of Long-lived assets

Insurance liabilities

Revenue Recognition

Contract Assets

Contract Liabilities

Derivative Instruments

Stock-Based Compensation

Defined Benefit Plan

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, 2022

Accounting Policies [Abstract]

Schedule of Allowance for Doubtful Accounts

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


	Year Ended December 31,
(In millions)	2022		2021		2020
Beginning balance	$	13	$	18	$	20
Provisions charged to expense	5		4		8
Write-offs, less recoveries, and other adjustments	(6)		(9)		(10)
Ending balance	$	12	$	13	$	18

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)	2022		2021
Land	$	—	$	7
Buildings and leasehold improvements	364		326
Warehouse equipment and other	958		832
Computer, software and equipment (1)	588		550
Technology and automated systems	347		276
Total property and equipment, gross	2,257		1,991
Less: accumulated depreciation and amortization	(1,297)		(1,128)
Total property and equipment, net	$	960	$	863

(1) Includes internally developed software of $223 million and $214 million as of December 31, 2022 and 2021, respectively.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue from External Customers by Geographic Areas

Revenue disaggregated by geographical area was as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
United Kingdom	$	3,293	$	2,634	$	1,526
United States	2,861		2,469		2,221
France	729		734		643
Netherlands	699		651		499
Spain	488		479		422
Italy	331		339		318
Other	592		634		566
Total	$	8,993	$	7,940	$	6,195

Schedule of Disaggregation of Revenue

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


	Year Ended December 31,
(In millions)	2022		2021		2020
Omnichannel retail	$	3,649	$	3,116	$	2,495
Technology and consumer electronics	1,337		1,075		763
Food and beverage	1,327		1,328		908
Industrial and manufacturing	1,076		994		920
Consumer packaged goods	915		832		627
Other	689		595		482
Total	$	8,993	$	7,940	$	6,195

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

Contract Balances


	December 31,
(In millions)	2022		2021
Contract assets (1)	$	190	$	147
Contract liabilities (2)	288		220

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

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

Revenue recognized included the following:


	Year Ended December 31,
(In millions)	2022		2021
Amounts included in the beginning of year contract liability balance	$	93	$	68

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Fair Value of Assets Acquired and Liabilities Assumed at Acquisition Date

The following table summarizes the estimated fair value of identifiable 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	67
Total current assets	239
Long-term assets
Property and equipment	80
Operating lease assets	233
Intangible assets (1)	392
Other long-term assets	15
Total long-term assets	720
Total assets	$	959
LIABILITIES
Current liabilities
Accounts payable	$	84
Accrued expenses	96
Short-term borrowings and obligations under finance leases	56
Current operating lease liabilities	50
Other current liabilities	49
Total current liabilities	335
Long-term liabilities
Long-term debt and obligations under finance leases	10
Long-term operating lease liabilities	183
Other long-term liabilities	121
Total long-term liabilities	314
Total liabilities	$	649
Net assets purchased	$	310
Cash paid	$	902
Common stock issued (2)	204
Purchase price paid	$	1,106
Goodwill recorded (3)	$	796

(1) The Company acquired $392 million of intangible assets comprised of customer relationships and trade names, with weighted-average useful lives of 15 years.

(2) Represents the fair value of the Company’s common stock issued.

Schedule of Unaudited Pro Forma Information


	Year Ended December 31,
(In millions)	2022		2021
Revenue	$	9,449	$	9,074
Income before income taxes	295		155

Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following tables present the changes in goodwill for the years ended December 31, 2022 and 2021.


(In millions)
Goodwill as of December 31, 2020	$	2,063
Acquisition (1)	16
Impact of foreign exchange translation	(62)
Goodwill as of December 31, 2021	2,017
Acquisition (1)	796
Impact of foreign exchange translation	(85)
Goodwill as of December 31, 2022	$	2,728

(1) Changes to goodwill amounts resulting from foreign currency translation after the acquisition date are presented as the impact of foreign exchange translation.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The following table summarizes identifiable intangible assets:


	December 31, 2022						December 31, 2021
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Customer relationships	$	978	$	(451)	$	527	$	664	$	(407)	$	257
Trade names	48		(5)		43		—		—		—
Total	$	1,026	$	(456)	$	570	$	664	$	(407)	$	257

Schedule of Future Amortization Expense

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


(In millions)	2023		2024		2025		2026		2027		Thereafter
Estimated amortization expense	$	66	$	63	$	60	$	57	$	54	$	270

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

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)	2022		2021
Land	$	—	$	7
Buildings and leasehold improvements	364		326
Warehouse equipment and other	958		832
Computer, software and equipment (1)	588		550
Technology and automated systems	347		276
Total property and equipment, gross	2,257		1,991
Less: accumulated depreciation and amortization	(1,297)		(1,128)
Total property and equipment, net	$	960	$	863

(1) Includes internally developed software of $223 million and $214 million as of December 31, 2022 and 2021, respectively.

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

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


	December 31,
(In millions)	2022		2021
Operating leases:
Operating lease assets	$	2,227	$	1,772

Current operating lease liabilities	$	560	$	453
Long-term operating lease liabilities	1,853		1,391
Total operating lease liabilities	$	2,413	$	1,844

Finance leases:


Property and equipment, net	$	123	$	155

Short-term borrowings and obligations under finance leases	$	35	$	34
Long-term debt and obligations under finance leases	97		133
Total finance lease liabilities	$	132	$	167

Schedule of Weighted Average Remaining Lease Term and Discount Rate

Supplemental weighted-average information for leases was as follows:


	December 31,
	2022		2021
Weighted-average remaining lease term
Operating leases	5.9 years		5.3 years
Finance leases	10.4 years		11.6 years
Weighted-average discount rate
Operating leases	4.0	%	3.5	%
Finance leases	3.4	%	3.8	%

Schedule of Lease Expenses and Supplemental Cash Flows

The components of lease expense were as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
Operating leases:
Operating lease cost	$	697	$	657	$	532
Short-term lease cost	118		80		55
Variable lease cost	106		75		65
Total operating lease cost	$	921	$	812	$	652
Finance leases:
Amortization of leased assets	$	30	$	32	$	24
Interest expense on lease liabilities	5		6		4
Total finance lease cost	$	35	$	38	$	28
Total lease cost	$	956	$	850	$	680

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	576	$	578	$	556
Operating cash flows for finance leases	5		6		4
Financing cash flows for finance leases	33		25		17
Leased assets obtained in exchange for new lease obligations:
Operating leases, including $233 and $281 from an acquisition in 2022 and 2021, respectively	$	1,154	$	932	$	392
Finance leases, including $16 and $23 from an acquisition in 2022 and 2021, respectively	20		39		38

Schedule of Operating Lease Maturity

Maturities of lease liabilities as of December 31, 2022 were as follows:


(In millions)	Finance Leases		Operating Leases
2023	$	50	$	638
2024	26		539
2025	20		432
2026	12		331
2027	9		242
Thereafter	31		571
Total lease payments	148		2,753
Less: Interest	(16)		(340)
Present value of lease liabilities	$	132	$	2,413

Schedule of Finance Leases Maturity

Maturities of lease liabilities as of December 31, 2022 were as follows:


(In millions)	Finance Leases		Operating Leases
2023	$	50	$	638
2024	26		539
2025	20		432
2026	12		331
2027	9		242
Thereafter	31		571
Total lease payments	148		2,753
Less: Interest	(16)		(340)
Present value of lease liabilities	$	132	$	2,413

Debt and Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The following table summarizes the carrying value of our debt:


		December 31,
(In millions)	Rate (1)	2022		2021
1.65% Unsecured notes due 2026 (2)	1.65%	$	397	$	397
2.65% Unsecured notes due 2031 (3)	2.65%	397		396
Two-Year Term Loan due 2024	5.77%	115		—
Three-Year Term Loan due 2025 (4)	5.77%	234		—
Five-Year Term Loan due 2027 (4)	5.89%	499		—
Finance leases and other debt	Various	164		168
Total debt and obligations under finance leases		1,806		961
Less: Short-term borrowings and obligations under finance leases		67		34
Total long-term debt and obligations under finance leases		$	1,739	$	927

(1) Interest rate as of December 31, 2022.

(2) Net of unamortized debt issuance costs and discount of $3 million as of December 31, 2022 and 2021.

(3) Net of unamortized debt issuance costs and discount of $3 million and $4 million as of December 31, 2022 and 2021, respectively.

(4) Net of unamortized debt issuance costs of $1 million as of December 31, 2022.

Schedule of Accounts Receivable Securitization and Factoring Programs

Information related to trade receivables sold was as follows:


	Year Ended December 31,
(In millions)	2022		2021		2020
Factoring agreements
Receivables sold in period	$	992	$	450	$	612
Cash consideration	988		449		611
Securitization program
Receivables sold in period	$	—	$	1,850	$	1,491
Cash consideration	—		1,850		1,491
Deferred purchase price	—		—		80

Fair Value Measurements and Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Debt Fair Values

The fair value of debt was as follows:


		December 31, 2022				December 31, 2021
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
1.65% Unsecured notes due 2026	2	$	342	$	397	$	391	$	397
2.65% Unsecured notes due 2031	2	294		397		394		396
Two-Year Term Loan due 2024	2	115		115		—		—
Three-Year Term Loan due 2025	2	234		234		—		—
Five-Year Term Loan due 2027	2	499		499		—		—

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

The gross notional and fair value of derivative instruments were as follows:


	December 31,
	2022				2021
(In millions)	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Location
Derivatives designated as hedges
Assets:
Cross-currency swap agreements	$	1,222	$	22	$	—	$	—	Other long-term assets
Interest rate swaps	250		9		—		—		Other long-term assets
Liabilities:
Cross-currency swap agreements	$	115	$	13	$	328	$	4	Other current liabilities
Cross-currency swap agreements	—		—		165		4		Other long-term liabilities

Derivatives not designated as hedges
Assets:
Foreign currency option contracts	$	—	$	—	$	368	$	11	Other current assets
Foreign currency option contracts	—		—		37		1		Other long-term assets
Liabilities:
Foreign currency option contracts	$	354	$	5	$	—	$	—	Other current liabilities
Foreign currency forward contracts	3		—		—		—		Other current liabilities

Schedule of Derivative Instruments, Gain (Loss)

The effect of hedges on AOCI and in the Consolidated Statements of Operations was as follows:


	Year Ended December 31, 2022						Year Ended December 31, 2021
(In millions)	Amount of Gain Recognized in Other Comprehensive Income on Derivatives		Gain Reclassified from AOCI into Net Income (1)		Gain Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)		Amount of Loss Recognized in Other Comprehensive Income on Derivatives		Gain Reclassified from AOCI into Net Income (1)		Gain Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges
Cross-currency swap agreements	$	36	$	4	$	3	$	(17)	$	1	$	2
Derivatives designated as cash flow hedges
Interest rate swaps	$	9	$	—	$	—	$	—	$	—	$	—

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

Gains and losses recognized in Other income, net in the Consolidated Statements of Operations for foreign currency options and forward contracts were as follows:


	Year Ended December 31,
(In millions)	2022		2021
Realized gain	$	29	$	1
Unrealized gain (loss)	(11)		1
Total gain recognized in net income	$	18	$	2

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

The components of accrued expenses were as follows:


	December 31,
(In millions)	2022		2021
Facility and transportation charges	$	360	$	387
Salaries and wages	350		367
Value-added tax and other taxes	135		135
Other	150		109
Total accrued expenses	$	995	$	998

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

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)	2022		2021		2020
Net income (loss) attributable to common shares	$	197	$	153	$	(31)

Basic weighted-average common shares	117,050		114,632		114,626
Diluted effect of stock-based awards	566		965		—
Diluted weighted-average common shares	117,616		115,597		114,626

Basic earnings (loss) per share	$	1.68	$	1.33	$	(0.27)
Diluted earnings (loss) per share	$	1.67	$	1.32	$	(0.27)

Antidilutive shares excluded from diluted weighted-average common shares	2,049		88		—

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

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		Cash Flow Hedges		Defined Benefit Plans		Less: AOCI attributable to noncontrolling interest		AOCI attributable to GXO
As of December 31, 2020	$	61	$	—	$	(1)	$	(2)	$	58

Foreign currency translation loss	(47)		—		—		1		(46)
Unrealized gain on defined benefit plans, net of tax	—		—		7		—		7
Amounts reclassified from AOCI to net income	1		—		—		—		1
Other comprehensive income (loss), net of tax	(46)		—		7		1		(38)
Transfers from XPO, net of tax	(68)		—		(82)		—		(150)

As of December 31, 2021	$	(53)	$	—	$	(76)	$	(1)	$	(130)

Foreign currency translation loss	(120)		—		—		1		(119)
Unrealized gain on hedges, net of tax	29		7		—		—		36
Unrealized loss on defined benefit plans, net of tax	—		—		(36)		—		(36)
Amounts reclassified from AOCI to net income	(7)		—		—		—		(7)
Other comprehensive income (loss), net of tax	(98)		7		(36)		1		(126)
Other	2		—		—		—		2
As of December 31, 2022	$	(149)	$	7	$	(112)	$	—	$	(254)

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of 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)	2022		2021		2020
Restricted stock and restricted stock units	$	21	$	20	$	23
Performance-based restricted stock units	7		5		2
Stock options	5		3		—
Total stock-based compensation expense	$	33	$	28	$	25
Tax expense (benefit) on stock-based compensation	$	(1)	$	1	$	1

Schedule of Stock Option Activity

Stock option awards as of December 31, 2022 and 2021, are presented in the following table:


	Stock Options
	Number of Stock Options (in thousands)	Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Term (years)
Outstanding as of December 31, 2021	1,170	$	64.72	9 years



Outstanding as of December 31, 2022	1,170	$	64.72	8 years
Options exercisable as of December 31, 2022	123	$	62.28	8 years

Schedule of Restricted Stock Unit Activity

A summary of RSU and PRSU award activity for the year ended December 31, 2022 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, 2021	1,263	$	42.31	247	$	53.91
Granted	481	67.32		120	80.75
Vested (1)	(441)	37.17		(116)	54.72
Forfeited and canceled	(106)	51.09		(16)	41.98
Outstanding as of December 31, 2022	1,197	$	53.46	235	$	67.96

(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.

Schedule of Performance Stock Activity

A summary of RSU and PRSU award activity for the year ended December 31, 2022 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, 2021	1,263	$	42.31	247	$	53.91
Granted	481	67.32		120	80.75
Vested (1)	(441)	37.17		(116)	54.72
Forfeited and canceled	(106)	51.09		(16)	41.98
Outstanding as of December 31, 2022	1,197	$	53.46	235	$	67.96

(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.

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Schedule of Changes in Projected Benefit Obligations

The change in the projected benefit obligation of the plan was as follows:


	December 31,
(In millions)	2022		2021
Projected benefit obligation at beginning of year	$	1,400	$	—
Liabilities assumed from XPO	—		1,408

Interest cost	21		11
Actuarial (gain) loss	(442)		39
Foreign currency exchange rate changes	(139)		(31)
Benefits paid	(52)		(27)

Projected benefit obligation at end of year	$	788	$	1,400

Schedule of Changes in Fair Value of Plan Assets

The change in the fair value of the plan assets was as follows:


	December 31,
(In millions)	2022		2021
Fair value of plan assets at beginning of year	$	1,460	$	—
Assets transferred from XPO	—		1,444
Actual return on plan assets	(438)		75
Foreign currency exchange rate changes	(145)		(32)
Contributions by the employer	1		—
Benefits paid	(52)		(27)

Fair value of plan assets at end of year	$	826	$	1,460
Funded status of the plan assets at end of year (1)	$	38	$	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 were as follows:


	December 31,
(In millions)	2022		2021 (1)
Actuarial loss	$	(151)	$	(113)
Prior-service credit	14		16
Net amount recognized in AOCI	$	(137)	$	(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 benefit cost recognized were as follows:


	Year Ended December 31,
(In millions)	2022		2021
Interest cost component	$	(21)	$	(11)
Expected return on plan assets for the period	54		30

Net benefit cost recognized (1)	$	33	$	19

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

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

The amount recognized in other comprehensive income was as follows:


	Year Ended December 31,
(In millions)	2022		2021
Actuarial gain (loss)	$	(51)	$	6

Other comprehensive income	$	(51)	$	6

Weighted-Average Assumptions Used

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


	Year Ended December 31,
	2022		2021
Weighted average assumptions used to determine benefit obligation at December 31:
Discount rate	5.03	%	1.82	%
Rate of compensation increase (1)	—	%	—	%
Weighted average assumptions used to determine net periodic costs for the year ended December 31:
Discount rate	1.82	%	1.87	%
Rate of compensation increase (1)	—	%	—	%
Expected long-term rate of return on plan assets	4.13	%	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 were as follows:


		December 31,
(In millions)	Level	2022		2021
Cash and cash equivalents	Level 1	$	59	$	60
Government Securities	Level 2	409		904
Corporate Bonds	Level 2	163		269
Derivatives	Level 2	(137)		(381)
Total assets in fair value hierarchy		$	494	$	852
Commingled funds (1)		332		506
Derivatives (1)		—		102
Investments, at fair value		$	826	$	1,460

Schedule of Expected benefit payments


(In millions)	2023		2024		2025		2026		2027		2028-2031
Expected payment	$	49	$	48	$	52	$	49	$	55	$	273

Restructuring Charges and Other (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The restructuring liability rollforward, which is included in Other current liabilities in the Consolidated Balance Sheets was as follows:


(In millions)
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
Charges incurred	24
Payments	(14)

Balance as of December 31, 2022	$	13

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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

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)	2022		2021		2020
U.S.	$	105	$	(25)	$	(82)
Foreign	159		178		76
Income (loss) before income taxes	$	264	$	153	$	(6)

Schedule of Components of Income Tax Expense (Benefit)

The components of income tax expense (benefit) for 2022, 2021 and 2020 are presented in the following table:


	Year Ended December 31,
(In millions)	2022		2021		2020
Current:
U.S. federal	$	40	$	12	$	(2)
U.S state and local	2		2		(1)
Foreign	29		26		45
Total current income tax expense	$	71	$	40	$	42
Deferred:
U.S. federal	$	(9)	$	(13)	$	(16)
U.S state and local	(3)		(12)		(5)
Foreign	5		(23)		(5)
Total deferred income tax benefit	$	(7)	$	(48)	$	(26)
Total income tax expense (benefit)	$	64	$	(8)	$	16

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 2022, 2021 and 2020 is presented in the following table:


	Year Ended December 31,
(In millions)	2022		2021		2020
Tax expense at U.S. federal statutory tax rate	$	55	$	32	$	(1)
State taxes, net of U.S. federal benefit	(1)		(8)		(5)
Foreign rate differential	(10)		(2)		(3)
Foreign operations (1)	11		5		20
Contribution- and margin-based taxes	5		4		6
Valuation allowances	(3)		1		—
Changes in prior period unrecognized tax benefits, including interest	—		—		1
Stock-based compensation	(1)		1		1
Intangible assets (2)	—		(42)		—
Transaction costs	5		—		—
Other	3		1		(3)
Total income tax expense (benefit)	$	64	$	(8)	$	16

Schedule of the Deferred Tax Assets and Deferred Tax Liabilities


	Year Ended December 31,
(In millions)	2022		2021
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	71	$	74
Accrued expenses	54		45

Other	15		16
Gross deferred tax assets	140		135
Valuation allowances	(44)		(45)
Total deferred tax assets, net of valuation allowance	96		90
Deferred tax liabilities
Intangible assets	(128)		(45)
Property and equipment	(70)		(50)
Pension and other retirement obligations	(1)		(6)
Other	(14)		(12)
Gross deferred tax liabilities	(213)		(113)
Net deferred tax liability	$	(117)	$	(23)

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)	2022		2021
Other long-term assets	$	43	$	48
Other long-term liabilities	(160)		(71)
Net deferred tax liability	$	(117)	$	(23)

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)	2022		2021
Federal net operating losses for all U.S. operations	2033	$	17	$	20
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2027	2		3
Federal tax credit carryforwards	Various times starting in 2032	5		5
State tax credit carryforwards	Various times starting in 2023	6		6
Foreign net operating losses available to offset future taxable income	Various times starting in 2023	235		240

(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
2022	$	45	3	(4)	$	44
2021	$	73	1	(29)	$	45
2020	$	56	17	—	$	73

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)	2022		2021		2020
Beginning balance	$	3	$	3	$	3
Increases related to positions taken during prior years	1		1		1

Reduction due to expiration of statutes of limitations	(1)		(1)		(1)
Ending balance	3		3		3
Interest and penalties	—		—		1
Gross unrecognized tax benefits	$	3	$	3	$	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

Organization (Details)		12 Months Ended
Organization (Details)	Jul. 23, 2021	Dec. 31, 2022 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 distribution ratio	1
XPO Logistics, Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock, share issuance ratio	1

Basis of Presentation and Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 13	$ 18	$ 20
Provisions charged to expense	5	4	8
Write-offs, less recoveries, and other adjustments	(6)	(9)	(10)
Ending balance	$ 12	$ 13	$ 18

Basis of Presentation and Significant Accounting Policies - Useful Lives (Details)	12 Months Ended
	Dec. 31, 2022
Buildings
Property, Plant and Equipment [Line Items]
Estimated Useful Life	40 years
Technology and automated systems \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Technology and automated systems \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	15 years
Warehouse equipment and other \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Warehouse equipment and other \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	15 years
Computer, software and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	1 year
Computer, software and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years

Basis of Presentation and Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 segment reporting_unit
Accounting Policies [Abstract]
Number of operating segments \| segment	3
Number of reporting units \| reporting_unit	3

Revenue Recognition - Revenue Disaggregated by Geographic Area (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 8,993	$ 7,940	$ 6,195
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	3,293	2,634	1,526
United States
Disaggregation of Revenue [Line Items]
Revenue	2,861	2,469	2,221
France
Disaggregation of Revenue [Line Items]
Revenue	729	734	643
Netherlands
Disaggregation of Revenue [Line Items]
Revenue	699	651	499
Spain
Disaggregation of Revenue [Line Items]
Revenue	488	479	422
Italy
Disaggregation of Revenue [Line Items]
Revenue	331	339	318
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 592	$ 634	$ 566

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://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, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 8,993	$ 7,940	$ 6,195
Omnichannel retail
Disaggregation of Revenue [Line Items]
Revenue	3,649	3,116	2,495
Technology and consumer electronics
Disaggregation of Revenue [Line Items]
Revenue	1,337	1,075	763
Food and beverage
Disaggregation of Revenue [Line Items]
Revenue	1,327	1,328	908
Industrial and manufacturing
Disaggregation of Revenue [Line Items]
Revenue	1,076	994	920
Consumer packaged goods
Disaggregation of Revenue [Line Items]
Revenue	915	832	627
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 689	$ 595	$ 482

- Definition

+ References

+ Details

Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	$ 190	$ 147
Contract liabilities	288	220
Amounts included in the beginning of year contract liability balance	$ 93	$ 68

Revenue Recognition - Narrative (Details) $ in Billions	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 3.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation percentage	75.00%
Performance obligations expected to be satisfied, expected timing	3 years

Acquisitions - Narrative (Details) - USD ($) $ in Millions			1 Months Ended	12 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Millions	May 25, 2022	May 24, 2022	Jan. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition
Goodwill recorded				$ 2,728	$ 2,017	$ 2,063
Kuehne + Nagel
Business Acquisition
Revenues			$ 604
Five Year Term Loan \| Unsecured Debt
Business Acquisition
Debt term (in years)	5 years			5 years
Clipper Logistics Plc
Business Acquisition
Consideration transferred		$ 1,106
Cash paid		$ 902
Common stock issued (in shares)		3,757,657
Common stock issued		$ 204
Acquisition costs				$ 46
Revenue recorded				569
Income before income taxes recorded				$ 4
Weighted-average amortization period (in years)		15 years
Goodwill recorded		$ 796
Clipper Logistics Plc \| Five Year Term Loan \| Unsecured Debt
Business Acquisition
Debt term (in years)	5 years
Kuehne + Nagel
Business Acquisition
Operating and finance lease, liability			281
Operating and finance lease, right-of-use asset			281
Finite-lived intangible assets acquired			$ 26
Weighted-average amortization period (in years)			9 years
Goodwill recorded			$ 16

Acquisitions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed at Acquisition Date (Details) - USD ($) $ in Millions	May 24, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Long-term liabilities
Goodwill recorded		$ 2,728	$ 2,017	$ 2,063
Clipper Logistics Plc
Current assets
Cash and cash equivalents	$ 26
Accounts receivable	146
Other current assets	67
Total current assets	239
Long-term assets
Property and equipment	80
Operating lease assets	233
Intangible assets	392
Other long-term assets	15
Total long-term assets	720
Total assets	959
Current liabilities
Accounts payable	84
Accrued expenses	96
Short-term borrowings and obligations under finance leases	56
Current operating lease liabilities	50
Other current liabilities	49
Total current liabilities	335
Long-term liabilities
Long-term debt and obligations under finance leases	10
Long-term operating lease liabilities	183
Other long-term liabilities	121
Total long-term liabilities	314
Total liabilities	649
Net assets purchased	310
Cash paid	902
Common stock issued	204
Purchase price paid	1,106
Goodwill recorded	$ 796
Weighted-average amortization period (in years)	15 years

Acquisitions - Schedule of Unaudited Pro Forma Information (Details) - Clipper Logistics Plc - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition
Business Acquisition, Pro Forma Revenue	$ 9,449	$ 9,074
Business Acquisition, Pro Forma Income (Loss) From Continuing Operations, Before Tax	$ 295	$ 155

Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
Goodwill (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 2,017	$ 2,063
Acquisition	796	16
Impact of foreign exchange translation	(85)	(62)
Goodwill, Ending Balance	2,728	2,017
Goodwill, accumulated impairment loss	$ 0	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,026	$ 664
Accumulated Amortization	(456)	(407)
Net Value	570	257
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	978	664
Accumulated Amortization	(451)	(407)
Net Value	527	257
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	48	0
Accumulated Amortization	(5)	0
Net Value	$ 43	$ 0

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets, indefinite-lived (excluding goodwill)	$ 0	$ 0	$ 0
Amortization of Intangible Assets	$ 68	$ 61	$ 61

Intangible Assets - Summary of Future Amortization Expense for Intangible Assets (Details) $ in Millions	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 66
2024	63
2025	60
2026	57
2027	54
Thereafter	$ 270

Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 2,257	$ 1,991
Less: accumulated depreciation and amortization	(1,297)	(1,128)
Total property and equipment, net	960	863
Land
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	0	7
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	364	326
Warehouse equipment and other
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	958	832
Computer, software and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	588	550
Technology and automated systems
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	347	276
Internally developed software
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 223	$ 214

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Depreciation and amortization of property and equipment	$ 261	$ 274	$ 262
Non-US
Property, Plant and Equipment [Line Items]
Total property and equipment, net	$ 475	$ 428

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Operating leases:
Operating lease assets	$ 2,227	$ 1,772
Current operating lease liabilities	560	453
Long-term operating lease liabilities	1,853	1,391
Total operating lease liabilities	2,413	1,844
Finance leases:
Property and equipment, net	$ 123	$ 155
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net of $1,297 and $1,128 in accumulated depreciation, respectively	Property and equipment, net of $1,297 and $1,128 in accumulated depreciation, respectively
Short-term borrowings and obligations under finance leases	$ 35	$ 34
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Less: Short-term borrowings and obligations under finance leases	Less: Short-term borrowings and obligations under finance leases
Long-term debt and obligations under finance leases	$ 97	$ 133
Long-term debt and obligations under finance leases	Long-term debt and obligations under finance leases	Long-term debt and obligations under finance leases
Total finance lease liabilities	$ 132	$ 167

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease, weighted average remaining lease term	5 years 10 months 24 days	5 years 3 months 18 days
Finance lease, weighted average remaining lease term	10 years 4 months 24 days	11 years 7 months 6 days
Operating lease, weighted average discount rate percent	4.00%	3.50%
Finance lease, weighted average discount rate percent	3.40%	3.80%

Leases - Lease Expenses (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Lease Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease cost	$ 697	$ 657	$ 532
Short-term lease cost	118	80	55
Variable lease cost	106	75	65
Total operating lease cost	921	812	652
Amortization of leased assets	30	32	24
Interest expense on lease liabilities	5	6	4
Total finance lease cost	35	38	28
Total lease cost	$ 956	$ 850	$ 680

Leases - Supplemental Cash Flows (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Operating cash flows for operating leases	$ 576	$ 578	$ 556
Operating cash flows for finance leases	5	6	4
Financing cash flows for finance leases	33	25	17
Operating leases	1,154	932	392
Finance leases	20	39	$ 38
Clipper Logistics Plc
Lessee, Lease, Description [Line Items]
Operating leases	233
Finance leases	$ 16
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, 2022	Dec. 31, 2021
Finance Leases
2023	$ 50
2024	26
2025	20
2026	12
2027	9
Thereafter	31
Total lease payments	148
Less: Interest	(16)
Present value of lease liabilities	132	$ 167
Operating Leases
2023	638
2024	539
2025	432
2026	331
2027	242
Thereafter	571
Total lease payments	2,753
Less: Interest	(340)
Present value of lease liabilities	$ 2,413	$ 1,844

Leases - Narrative (Details) $ in Millions	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Future undiscounted lease payments under leases	$ 15
Minimum
Lessee, Lease, Description [Line Items]
Terms of operating leases	5 years
Maximum
Lessee, Lease, Description [Line Items]
Terms of operating leases	6 years

Debt and Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Millions			12 Months Ended
	May 26, 2022	May 25, 2022	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2021
Debt Instrument [Line Items]
Total debt and obligations under finance leases			$ 1,806	$ 961
Less: Short-term borrowings and obligations under finance leases			67	34
Total long-term debt and obligations under finance leases			1,739	927
Finance Leases And Other
Debt Instrument [Line Items]
Total debt and obligations under finance leases			$ 164	168
Unsecured Debt \| Unsecured Notes Due 2026
Debt Instrument [Line Items]
Interest rate (as a percent)			1.65%		1.65%
Unamortized discount (premium) and debt issuance costs, net			$ 3	3
Unsecured Debt \| Unsecured Notes Due 2026 \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt			$ 397	397
Unsecured Debt \| Unsecured Notes Due 2031
Debt Instrument [Line Items]
Interest rate (as a percent)			2.65%		2.65%
Unamortized discount (premium) and debt issuance costs, net			$ 3	4
Unsecured Debt \| Unsecured Notes Due 2031 \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt			$ 397	396
Unsecured Debt \| Two-Year Term Loan
Debt Instrument [Line Items]
Interest rate (as a percent)			5.77%
Debt term (in years)	2 years		2 years
Unsecured Debt \| Two-Year Term Loan \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt			$ 115	0
Unsecured Debt \| Three-Year Term Loan
Debt Instrument [Line Items]
Interest rate (as a percent)			5.77%
Debt term (in years)	3 years		3 years
Unamortized discount (premium) and debt issuance costs, net			$ 1
Unsecured Debt \| Three-Year Term Loan \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt			$ 234	0
Unsecured Debt \| Five Year Term Loan
Debt Instrument [Line Items]
Interest rate (as a percent)			5.89%
Debt term (in years)		5 years	5 years
Unsecured Debt \| Five Year Term Loan \| Level 2 \| Carrying Value
Debt Instrument [Line Items]
Fair value of debt			$ 499	$ 0

Debt and Financing Arrangements - Narrative (Details) £ in Millions				1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 28, 2022 USD ($)	May 26, 2022 USD ($)	May 25, 2022 USD ($)	Jun. 30, 2021 USD ($)	May 25, 2022 GBP (£)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 GBP (£)	Mar. 22, 2022 GBP (£)	Feb. 28, 2022 GBP (£)	Dec. 31, 2021 USD ($)	Jul. 31, 2021 USD ($)
Debt Instrument [Line Items]
Face amount											$ 800,000,000
Proceeds from lines of credit \| £					£ 0
Revolving Credit Facility
Debt Instrument [Line Items]
Debt term (in years)				5 years
Maximum borrowing capacity				$ 800,000,000
Line of credit facility, unused capacity, commitment fee (as a percent)						0.15%
Long-term line of credit						$ 0				$ 0
Revolving Credit Facility \| Clipper Logistics Plc
Debt Instrument [Line Items]
Maximum borrowing capacity						54,000,000	£ 45
Long-term line of credit						$ 18,000,000
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 60,000,000
Five Year Term Loan
Debt Instrument [Line Items]
Face amount		$ 500,000,000
Five Year Term Loan \| Unsecured Debt
Debt Instrument [Line Items]
Debt term (in years)			5 years			5 years
Face amount			$ 500,000,000
Interest rate (as a percent)						5.89%	5.89%
Five Year Term Loan \| Unsecured Debt \| Clipper Logistics Plc
Debt Instrument [Line Items]
Debt term (in years)			5 years
Delayed Draw Term Loan \| Unsecured Debt
Debt Instrument [Line Items]
Face amount \| £								£ 375
Two-Year Term Loan \| Unsecured Debt
Debt Instrument [Line Items]
Debt term (in years)		2 years				2 years
Face amount		$ 165,000,000
Prepayment of loans	$ 50,000,000
Interest rate (as a percent)						5.77%	5.77%
Three-Year Term Loan \| Unsecured Debt
Debt Instrument [Line Items]
Debt term (in years)		3 years				3 years
Face amount		$ 235,000,000
Interest rate (as a percent)						5.77%	5.77%
Bridge Term Loan \| Unsecured Debt
Debt Instrument [Line Items]
Face amount \| £									£ 745
Unsecured Notes Due 2026 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount											$ 400,000,000
Interest rate (as a percent)						1.65%	1.65%				1.65%
Unsecured Notes Due 2031 \| Unsecured Debt
Debt Instrument [Line Items]
Face amount											$ 400,000,000
Interest rate (as a percent)						2.65%	2.65%				2.65%

Debt and Financing Arrangements - Trade Receivables Sold (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Factoring agreements
Receivables sold in period	$ 992	$ 450	$ 612
Cash consideration	988	449	611
Securitization program
Receivables sold in period	0	1,850	1,491
Cash consideration	0	1,850	1,491
Deferred purchase price	$ 0	$ 0	$ 80

Fair Value Measurements and Financial Instruments - Fair Value of Debt (Details) - Unsecured Debt - USD ($) $ in Millions			12 Months Ended
	May 26, 2022	May 25, 2022	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2021
1.65% Unsecured notes due 2026
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Interest rate (as a percent)			1.65%		1.65%
Unsecured Notes Due 2031
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Interest rate (as a percent)			2.65%		2.65%
Two-Year Term Loan
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Interest rate (as a percent)			5.77%
Debt term (in years)	2 years		2 years
Three-Year Term Loan
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Interest rate (as a percent)			5.77%
Debt term (in years)	3 years		3 years
Five Year Term Loan
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Interest rate (as a percent)			5.89%
Debt term (in years)		5 years	5 years
Fair Value \| 1.65% Unsecured notes due 2026 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			$ 342	$ 391
Fair Value \| Unsecured Notes Due 2031 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			294	394
Fair Value \| Two-Year Term Loan \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			115	0
Fair Value \| Three-Year Term Loan \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			234	0
Fair Value \| Five Year Term Loan \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			499	0
Carrying Value \| 1.65% Unsecured notes due 2026 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			397	397
Carrying Value \| Unsecured Notes Due 2031 \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			397	396
Carrying Value \| Two-Year Term Loan \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			115	0
Carrying Value \| Three-Year Term Loan \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			234	0
Carrying Value \| Five Year Term Loan \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of debt			$ 499	$ 0

Fair Value Measurements and Financial Instruments - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	May 26, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Net proceeds from cross-currency swap agreements		$ 21	$ 0	$ 0
Two-Year Term Loan \| Unsecured Debt
Derivative Instruments, Gain (Loss) [Line Items]
Debt term (in years)	2 years	2 years
Cross-currency swap agreements
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount	$ 50
Foreign Exchange Forward
Derivative Instruments, Gain (Loss) [Line Items]
Contract expiration period (in months)		12 months
Derivative Period One \| Cross-currency swap agreements \| Derivatives designated as net investment hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount		$ 322					$ 322
Derivative Period Two \| Cross-currency swap agreements \| Derivatives designated as net investment hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount						$ 165
Derivative Period Three \| Cross-currency swap agreements \| Derivatives designated as net investment hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount						900
Derivative Period Three \| Interest rate swaps \| Derivatives designated as net investment hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount						250
Derivative Period Four \| Cross-currency swap agreements \| Derivatives designated as net investment hedges
Derivative Instruments, Gain (Loss) [Line Items]
Notional Amount					$ 165	$ 250

Fair Value Measurements and Financial Instruments - Fair Value by Balance Sheet Location (Details) - USD ($) $ in Millions	Dec. 31, 2022	May 26, 2022	Dec. 31, 2021
Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Notional Amount		$ 50
Other current liabilities \| Derivatives designated as hedges \| Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Notional Amount	$ 115		$ 328
Derivative liability, fair value	13		4
Other current liabilities \| Derivatives not designated as hedges \| Foreign currency option contracts
Derivatives, Fair Value [Line Items]
Notional Amount	354		0
Derivative liability, fair value	5		0
Other current liabilities \| Derivatives not designated as hedges \| Foreign Exchange Forward
Derivatives, Fair Value [Line Items]
Notional Amount	3		0
Derivative liability, fair value	0		0
Other long-term liabilities \| Derivatives designated as hedges \| Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Notional Amount	0		165
Derivative liability, fair value	0		4
Other current assets \| Derivatives not designated as hedges \| Foreign currency option contracts
Derivatives, Fair Value [Line Items]
Notional Amount	0		368
Derivative asset, fair value	0		11
Other long-term assets \| Derivatives designated as hedges \| Cross-currency swap agreements
Derivatives, Fair Value [Line Items]
Notional Amount	1,222		0
Derivative asset, fair value	22		0
Other long-term assets \| Derivatives designated as hedges \| Interest rate swaps
Derivatives, Fair Value [Line Items]
Notional Amount	250		0
Derivative asset, fair value	9		0
Other long-term assets \| Derivatives not designated as hedges \| Foreign currency option contracts
Derivatives, Fair Value [Line Items]
Notional Amount	0		37
Derivative asset, fair value	$ 0		$ 1

Fair Value Measurements and Financial Instruments - Derivative and Nonderivative Instruments Designated as Hedges (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cross-currency swap agreements \| Derivatives designated as net investment hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Other Comprehensive Income on Derivatives	$ 36	$ (17)
Gain Reclassified from AOCI into Net Income	4	1
Gain Recognized in Net Income on Derivatives (Excluded from effectiveness testing)	3	2
Interest rate swaps \| Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in Other Comprehensive Income on Derivatives	9	0
Gain Reclassified from AOCI into Net Income	0	0
Gain Recognized in Net Income on Derivatives (Excluded from effectiveness testing)	0	0
Foreign Exchange Contract \| Derivatives not designated as hedges
Derivative Instruments, Gain (Loss) [Line Items]
Realized gain	29	1
Unrealized gain (loss)	(11)	1
Total gain recognized in net income	$ 18	$ 2

Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Facility and transportation charges	$ 360	$ 387
Salaries and wages	350	367
Value-added tax and other taxes	135	135
Other	150	109
Total accrued expenses	$ 995	$ 998

Earnings per Share - Narrative (Details) - shares		12 Months Ended
Earnings per Share - Narrative (Details) - shares	Aug. 02, 2021	Dec. 31, 2021
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, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income (loss) attributable to common shares	$ 197	$ 153	$ (31)
Net income (loss) attributable to common shares, diluted	$ 197	$ 153	$ (31)
Basic weighted-average common shares (in shares)	117,050	114,632	114,626
Diluted effect of stock-based awards and warrants (in shares)	566	965	0
Diluted common shares outstanding (in shares)	117,616	115,597	114,626
Basic earnings (loss) per share (in dollars per share)	$ 1.68	$ 1.33	$ (0.27)
Diluted earnings (loss) per share (in dollars per share)	$ 1.67	$ 1.32	$ (0.27)
Antidilutive securities excluded from computation of earnings per share (in shares)	2,049	88	0

- 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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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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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

- Definition

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.

+ References + Details

Stockholders' Equity (Details) - USD ($) $ in Millions	12 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	$ 2,390	$ 2,948	$ 2,697
Unrealized loss on defined benefit plans, net of tax	(36)	7	1
Other comprehensive income (loss), net of tax	(127)	(39)	132
Other		(5)
Ending balance	2,678	2,390	2,948
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(53)	61
Foreign currency translation loss	(120)	(47)
Unrealized gain on hedges, net of tax	29
Unrealized loss on defined benefit plans, net of tax	0	0
Amounts reclassified from AOCI to net income	(7)	1
Transfers from XPO, net of tax		(68)
Other comprehensive income (loss), net of tax	(98)	(46)
Other	2
Ending balance	(149)	(53)	61
Cash Flow Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	0	0
Foreign currency translation loss	0	0
Unrealized gain on hedges, net of tax	7
Unrealized loss on defined benefit plans, net of tax	0	0
Amounts reclassified from AOCI to net income	0	0
Transfers from XPO, net of tax		0
Other comprehensive income (loss), net of tax	7	0
Other	0
Ending balance	7	0	0
Defined Benefit Plans
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(76)	(1)
Foreign currency translation loss	0	0
Unrealized gain on hedges, net of tax	0
Unrealized loss on defined benefit plans, net of tax	(36)	7
Amounts reclassified from AOCI to net income	0	0
Transfers from XPO, net of tax		(82)
Other comprehensive income (loss), net of tax	(36)	7
Other	0
Ending balance	(112)	(76)	(1)
Less: AOCI attributable to noncontrolling interest
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(1)	(2)
Foreign currency translation loss	1	1
Unrealized gain on hedges, net of tax	0
Unrealized loss on defined benefit plans, net of tax	0	0
Amounts reclassified from AOCI to net income	0	0
Transfers from XPO, net of tax		0
Other comprehensive income (loss), net of tax	1	1
Other	0
Ending balance	0	(1)	(2)
AOCI attributable to GXO
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(130)	58	(66)
Foreign currency translation loss	(119)	(46)
Unrealized gain on hedges, net of tax	36
Unrealized loss on defined benefit plans, net of tax	(36)	7
Amounts reclassified from AOCI to net income	(7)	1
Transfers from XPO, net of tax		(150)
Other comprehensive income (loss), net of tax	(126)	(38)	124
Other	2
Ending balance	$ (254)	$ (130)	$ 58

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	0
Exercise and vesting of stock compensation awards (in shares)	0
Forfeited (in shares)	0
Intrinsic value, outstanding	$ 0
Intrinsic value, exercisable	0
Unrecognized compensation cost	$ 18
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	5 years
Contractual term (in years)	10 years
Weighted average risk free interest rate (as a percent)		1.20%
Volatility rate (as a percent)		30.00%
Weighted average expected term (in years)		6 years 8 months 12 days
Weighted-average fair value (in dollars per share)		$ 22.66
Recognition period (in years)	3 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Vested amount	$ 30	$ 17
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested amount	$ 5	$ 0
RSUs and PSRUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average risk free interest rate (as a percent)	2.50%
Volatility rate (as a percent)	37.00%
Recognition period (in years)	3 years
Unrecognized compensation cost related to share-based payments	$ 58
2021 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issuable under stock plans (in shares)		11,600,000
Shares available for grant under stock plans (in shares)	8,200,000

Stock-Based Compensation - Summarizes stock-based compensation expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 33	$ 28	$ 25
Tax expense (benefit) on stock-based compensation	(1)	1	1
Restricted stock and restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	21	20	23
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	7	5	2
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 5	$ 3	$ 0

Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Stock Options
Beginning balance (in shares)	1,170
Ending balance (in shares)	1,170	1,170
Exercisable (in shares)	123
Weighted Average Exercise Price
Beginning of year (in dollars per share)	$ 64.72	$ 64.72
Ending balance (in dollars per share)	64.72	$ 64.72
Exercisable (in dollars per share)	$ 62.28
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted-Average Remaining Term (years)	8 years	9 years
Exercisable (in years)	8 years

Stock-Based Compensation - Summary of RSU and PRSU award activity (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2022 $ / shares shares
RSUs
Number of Outstanding
Outstanding, beginning of period (in shares) \| shares	1,263
Granted (in shares) \| shares	481
Vested (in shares) \| shares	(441)
Forfeited and canceled (in shares) \| shares	(106)
Outstanding, ending of period (in shares) \| shares	1,197
Weighted- Average Grant Date Fair Value Per Share
Outstanding, beginning weighted average grant date fair value (in dollars per share) \| $ / shares	$ 42.31
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares	67.32
Vested, weighted average grant date fair value (in dollars per share) \| $ / shares	37.17
RSUs forfeited and canceled, weighted average grant date fair value (in dollars per share) \| $ / shares	51.09
Outstanding, ending weighted average grant date fair value (in dollars per share) \| $ / shares	$ 53.46
PRSUs
Number of Outstanding
Outstanding, beginning of period (in shares) \| shares	247
Granted (in shares) \| shares	120
Vested (in shares) \| shares	(116)
Forfeited and canceled (in shares) \| shares	(16)
Outstanding, ending of period (in shares) \| shares	235
Weighted- Average Grant Date Fair Value Per Share
Outstanding, beginning weighted average grant date fair value (in dollars per share) \| $ / shares	$ 53.91
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares	80.75
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	41.98
Outstanding, ending weighted average grant date fair value (in dollars per share) \| $ / shares	$ 67.96

Employee Benefit Plans - Schedule of projected benefit obligations (Details) - Pension Plan - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation at beginning of year	$ 1,400	$ 0
Liabilities assumed from XPO	0	1,408
Interest cost	21	11
Actuarial (gain) loss	(442)	39
Foreign currency exchange rate changes	(139)	(31)
Benefits paid	(52)	(27)
Projected benefit obligation at end of year	788	1,400
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year	1,460	0
Assets transferred from XPO	0	1,444
Actual return on plan assets	(438)	75
Foreign currency exchange rate changes	(145)	(32)
Contributions by the employer	1	0
Benefits paid	(52)	(27)
Fair value of plan assets at end of year	826	1,460
Funded status at the end of the year	$ 38	$ 60

Employee Benefit Plans - Schedule of funded status recognized in the consolidated balance sheets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
XPO Logistics, Inc.
Defined Benefit Plan Disclosure [Line Items]
Net amount recognized in AOCI		$ (103)
Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Actuarial loss	$ (151)	(113)
Prior-service credit	14	16
Net amount recognized in AOCI	$ (137)	$ (97)

Employee Benefit Plans - Schedule of pre-tax amounts in accumulated other comprehensive (income) loss (Details) - Pension Plan - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Other comprehensive income (loss)
Interest cost component	$ (21)	$ (11)
Expected return on plan assets for the period	54	30
Net benefit cost recognized	33	19
Operating income
Actuarial gain (loss)	(51)	6
Other comprehensive income	$ (51)	$ 6

Employee Benefit Plans - Weighted-Average Assumptions Used (Details) - Pension Plan	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Weighted average assumptions used to determine benefit obligation at December 31:
Discount rate	5.03%	1.82%
Rate of compensation increase	0.00%	0.00%
Weighted average assumptions used to determine net periodic costs for the year ended December 31:
Discount rate	1.82%	1.87%
Rate of compensation increase	0.00%	0.00%
Expected long-term rate of return on plan assets	4.13%	4.25%

Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
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	$ 17	$ 16	$ 14
Foreign Plan
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan	37	$ 29	$ 15
United Kingdom
Defined Benefit Plan Disclosure [Line Items]
Estimate of company contribution	$ 1
U.K. Retirement Plan \| United Kingdom \| Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Liability interest rate sensitivity	80.00%
Discount rate	80.00%
Defined Benefit Plan, Gilts And Cash \| U.K. Retirement Plan \| United Kingdom \| Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Target strategic asset allocation	40.00%
Defined Benefit Plan, Growth And Income Assets \| U.K. Retirement Plan \| United Kingdom \| Pension 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, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	$ 826	$ 1,460	$ 0
Fair Value Hierarchy
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	494	852
Cash and cash equivalents \| Level 1
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	59	60
Government Securities \| Level 2
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	409	904
Corporate Bonds \| Level 2
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	163	269
Derivatives \| Level 2
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	(137)	(381)
Derivatives \| Net Asset Value Per Share
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	0	102
Commingled funds \| Net Asset Value Per Share
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Total assets in fair value hierarchy	$ 332	$ 506

Employee Benefit Plans - Expected benefit payments (Details) - Pension Plan $ in Millions	Dec. 31, 2022 USD ($)
Defined Benefit Plan Disclosure [Line Items]
2023	$ 49
2024	48
2025	52
2026	49
2027	55
2028-2031	$ 273

Restructuring Charges and Other - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Charges incurred	$ 32	$ 4	$ 29
Restructuring Actions
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	3	20
Charges incurred	24	4
Payments	(14)	(14)
Foreign exchange and other		(7)
Restructuring reserve, ending balance	$ 13	$ 3	$ 20

Restructuring Charges and Other - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring costs and other		$ 32	$ 4	$ 29
Deconsolidation Actions
Restructuring Cost and Reserve [Line Items]
Ownership percent prior to deconsolidation (as a percent)		50.00%
Restructuring costs and other	$ 8

Income Taxes - Income (Loss) Before Taxes Related to the Company’s Domestic and Foreign Operations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S.	$ 105	$ (25)	$ (82)
Foreign	159	178	76
Income (loss) before income taxes	$ 264	$ 153	$ (6)

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
U.S. federal	$ 40	$ 12	$ (2)
U.S state and local	2	2	(1)
Foreign	29	26	45
Total current income tax expense	71	40	42
Deferred:
U.S. federal	(9)	(13)	(16)
U.S state and local	(3)	(12)	(5)
Foreign	5	(23)	(5)
Total deferred income tax benefit	(7)	(48)	(26)
Total income tax expense (benefit)	$ 64	$ (8)	$ 16

Income Taxes - Reconciliation of the Expected U.S. Federal Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax expense at U.S. federal statutory tax rate	$ 55	$ 32	$ (1)
State taxes, net of U.S. federal benefit	(1)	(8)	(5)
Foreign rate differential	(10)	(2)	(3)
Foreign operations	11	5	20
Contribution- and margin-based taxes	5	4	6
Valuation allowances	(3)	1	0
Changes in prior period unrecognized tax benefits, including interest	0	0	1
Stock-based compensation	(1)	1	1
Intangible assets	0	(42)	0
Transaction costs	5	0	0
Other	3	1	(3)
Total income tax expense (benefit)	$ 64	$ (8)	$ 16

Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$ 71	$ 74
Accrued expenses	54	45
Other	15	16
Gross deferred tax assets	140	135
Valuation allowances	(44)	(45)
Total deferred tax assets, net of valuation allowance	96	90
Deferred tax liabilities
Intangible assets	(128)	(45)
Property and equipment	(70)	(50)
Pension and other retirement obligations	(1)	(6)
Other	(14)	(12)
Gross deferred tax liabilities	(213)	(113)
Net deferred tax liability	$ (117)	$ (23)

Income Taxes - Deferred Tax Asset And Deferred Tax Liability (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Other long-term assets	$ 43	$ 48
Other long-term liabilities	(160)	(71)
Net deferred tax liability	$ (117)	$ (23)

Income Taxes - Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Tax effect (before federal benefit) of state net operating losses	$ 2	$ 3
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	17	20
Federal tax credit carryforwards	5	5
State
Operating Loss Carryforwards [Line Items]
Federal tax credit carryforwards	6	6
Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 235	$ 240

Income Taxes - Valuation Allowances (Details) - Valuation Allowance, Deferred Tax Asset - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Beginning Balance	$ 45	$ 73	$ 56
Additions	3	1	17
Reductions	(4)	(29)	0
Ending Balance	$ 44	$ 45	$ 73

Income Taxes - Reconciliation of the Beginning Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
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	1
Reduction due to expiration of statutes of limitations	(1)	(1)	(1)
Ending balance	3	3	3
Interest and penalties	0	0	1
Gross unrecognized tax benefits	3	3	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 - Narrative (Details) $ in Millions	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Reduction to unrecognized tax benefits	$ 3