0001852244-23-000039 | 10-Q | XBRL Viewer

Revenue Recognition

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

2. Revenue Recognition

Revenue disaggregated by geographical area was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
United Kingdom	$	958	$	890	$	2,695	$	2,371
United States	711		709		2,117		2,075
France	207		171		626		530
Netherlands	216		175		610		508
Spain	133		117		396		360
Italy	97		81		279		243
Other	149		144		465		439
Total	$	2,471	$	2,287	$	7,188	$	6,526

The Company’s revenue can also be disaggregated by the customer’s primary industry. Revenue disaggregated by industry was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Omnichannel retail	$	1,051	$	919	$	3,041	$	2,618
Technology and consumer electronics	360		338		1,081		963
Food and beverage	362		335		1,004		1,009
Industrial and manufacturing	263		275		803		807
Consumer packaged goods	231		227		689		663
Other	204		193		570		466
Total	$	2,471	$	2,287	$	7,188	$	6,526

Contract Assets and Liabilities

Contract assets consist of two components, customer acquisition costs and costs to fulfill a contract. Contract assets are amortized to Direct operating expense in the Condensed Consolidated Statements of Operations over the contract term. Contract liabilities 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.

The contract asset and contract liability balances from contracts with customers were as follows:


	September 30,		December 31,
(In millions)	2023		2022
Contract assets included in:
Other current assets	$	13	$	25
Other long-term assets	161		165
Total contract assets	$	174	$	190
Contract liabilities included in:
Other current liabilities	$	183	$	154
Other long-term liabilities	114		134
Total contract liabilities	$	297	$	288

Revenue included the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Amounts included in the beginning-of-year contract liability balance	$	11	$	12	$	109	$	83

Remaining Performance Obligations

As of September 30, 2023, the fixed consideration component of the Company’s remaining performance obligation was approximately $3.4 billion, and the Company expects to recognize approximately 72% 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
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Foreign Plan
Defined Benefit Plan Disclosure
Defined contribution plans	$ 15	$ 12	$ 47	$ 40

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Operating leases:
Operating lease assets	$ 2,133	$ 2,227
Current operating lease liabilities	561	560
Long-term operating lease liabilities	1,800	1,853
Total operating lease liabilities	2,361	2,413
Finance leases:
Property and equipment, net	111	123
Current debt	26	35
Long-term debt	91	97
Total finance lease liabilities	$ 117	$ 132
Finance lease, right-of-use asset, statement of financial position	Property and equipment, net of accumulated depreciation of $1,463 and $1,297	Property and equipment, net of accumulated depreciation of $1,463 and $1,297
Finance lease, liability, current, statement of financial position	Current debt	Current debt
Finance lease, liability, noncurrent, statement of financial position	Long-term debt	Long-term debt

Debt and Financing Arrangements

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt and Financing Arrangements

4. Debt and Financing Arrangements

The following table summarizes the carrying value of debt:


			September 30,		December 31,
(In millions)	Rate (1)		2023		2022
1.65% Unsecured notes due 2026 (2)	1.65	%	$	398	$	397
2.65% Unsecured notes due 2031 (3)	2.65	%	397		397
Two-Year Term Loan due 2024 (4)	—	%	—		115
Three-Year Term Loan due 2025 (5)	6.54	%	235		234
Five-Year Term Loan due 2027 (6)	6.67	%	499		499
Finance leases and other	Various		118		164
Total debt			1,647		1,806
Less: Current debt			26		67
Total Long-term debt			$	1,621	$	1,739

(1) Interest rate as of September 30, 2023.

(2) Net of unamortized debt issuance costs of $2 million as of September 30, 2023, and $3 million as of December 31, 2022.

(3) Net of unamortized debt issuance costs of $3 million as of September 30, 2023 and December 31, 2022.

(4) Repaid in the second quarter of 2023.

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

(6) Net of unamortized debt issuance costs of $1 million as of September 30, 2023 and December 31, 2022.

Factoring Programs

The Company sells certain of its trade receivables on a non-recourse basis to third-party financial institutions under various factoring agreements. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

Information related to the trade receivables sold was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Receivables sold in period	$	288	$	259	$	820	$	716
Cash consideration	286		258		815		714
Net cash provided by operating cash flows (1)	27		18		27		16

(1) The nine months ended September 30, 2022, includes $134 million of cash provided by factoring program, reduced by $118 million of cash used in the securitization program that was terminated in the first quarter of 2022.

Covenants and Compliance

The covenants in the unsecured notes, term loans and 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 September 30, 2023, the Company was in compliance 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	1. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of GXO Logistics, Inc. (“GXO” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Company’s Condensed Consolidated Financial Statements include the accounts of GXO and its majority-owned subsidiaries and variable interest entities of which the Company is the primary beneficiary. The Company has eliminated intercompany accounts and transactions. The accompanying unaudited Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Certain amounts reported for prior periods have been reclassified to conform to the current period’s presentation. The Company presents its operations as one reportable segment. Recently Adopted Accounting Pronouncements In 2020, the Financial Accounting Standards Board (“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 ASU applies 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 2021, the FASB expanded the scope of the guidance to include derivatives. On March 9, 2023, the Company entered into Amendment No. 1 to its revolving credit facility replacing LIBOR-based benchmark rates with SOFR-based benchmark rates and other conforming changes (the “Revolving Credit Facility”). The Company has transitioned its existing contracts to a replacement index. ASU 2020-04 and its amendments did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

Leases - Supplemental Cash Flows (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Lessor, Lease, Description [Line Items]
Leased assets obtained in exchange for new operating lease liabilities, including $207 from an acquisition in 2022	$ 389	$ 911
Leased assets obtained in exchange for new finance lease liabilities, including $16 from an acquisition in 2022	$ 8	$ 18
Clipper
Lessor, Lease, Description [Line Items]
Leased assets obtained in exchange for new operating lease liabilities, including $207 from an acquisition in 2022			$ 207
Leased assets obtained in exchange for new finance lease liabilities, including $16 from an acquisition in 2022			$ 16

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 18	$ 12
Property and equipment, accumulated depreciation	1,463	1,297
Identifiable intangible assets, accumulated amortization	$ 507	$ 456
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	300,000	300,000
Common stock, shares issued (in shares)	118,951	118,728
Common stock, shares outstanding (in shares)	118,951	118,728
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	10,000	10,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

3. Leases

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

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


	September 30,		December 31,
(In millions)	2023		2022
Operating leases:
Operating lease assets	$	2,133	$	2,227

Current operating lease liabilities	$	561	$	560
Long-term operating lease liabilities	1,800		1,853
Total operating lease liabilities	$	2,361	$	2,413

Finance leases:
Property and equipment, net	$	111	$	123

Current debt	$	26	$	35
Long-term debt	91		97
Total finance lease liabilities	$	117	$	132

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Operating leases:
Operating lease cost	$	163	$	187	$	561	$	527
Short-term lease cost	78		24		170		69
Variable lease cost	36		31		93		73
Total operating lease cost (1)	$	277	$	242	$	824	$	669
Finance leases:
Amortization of leases	$	10	$	5	$	23	$	23
Interest expense on lease liabilities	1		1		3		4
Total finance lease cost	$	11	$	6	$	26	$	27
Total operating and finance lease cost	$	288	$	248	$	850	$	696

(1) Operating lease cost is primarily included in Direct operating expense in the Condensed Consolidated Statements of Operations.

Supplemental cash flow information was as follows:


	Nine Months Ended September 30,
(In millions)	2023		2022
Leased assets obtained in exchange for new operating lease liabilities, including $207 from an acquisition in 2022	$	389	$	911
Leased assets obtained in exchange for new finance lease liabilities, including $16 from an acquisition in 2022	8		18

Leases

3. Leases

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


	September 30,		December 31,
(In millions)	2023		2022
Operating leases:
Operating lease assets	$	2,133	$	2,227

Current operating lease liabilities	$	561	$	560
Long-term operating lease liabilities	1,800		1,853
Total operating lease liabilities	$	2,361	$	2,413

Finance leases:
Property and equipment, net	$	111	$	123

Current debt	$	26	$	35
Long-term debt	91		97
Total finance lease liabilities	$	117	$	132

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Operating leases:
Operating lease cost	$	163	$	187	$	561	$	527
Short-term lease cost	78		24		170		69
Variable lease cost	36		31		93		73
Total operating lease cost (1)	$	277	$	242	$	824	$	669
Finance leases:
Amortization of leases	$	10	$	5	$	23	$	23
Interest expense on lease liabilities	1		1		3		4
Total finance lease cost	$	11	$	6	$	26	$	27
Total operating and finance lease cost	$	288	$	248	$	850	$	696

(1) Operating lease cost is primarily included in Direct operating expense in the Condensed Consolidated Statements of Operations.

Supplemental cash flow information was as follows:


	Nine Months Ended September 30,
(In millions)	2023		2022
Leased assets obtained in exchange for new operating lease liabilities, including $207 from an acquisition in 2022	$	389	$	911
Leased assets obtained in exchange for new finance lease liabilities, including $16 from an acquisition in 2022	8		18

Fair Value Measurements and Financial Instruments

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements and Financial Instruments

5. 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 September 30, 2023, and December 31, 2022, due to their short-term nature.

Debt

The fair value of debt was as follows:


		September 30, 2023				December 31, 2022
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
1.65% Unsecured notes due 2026	2	$	353	$	398	$	342	$	397
2.65% Unsecured notes due 2031	2	303		397		294		397
Two-Year Term Loan due 2024	2	—		—		115		115
Three-Year Term Loan due 2025	2	233		235		234		234
Five-Year Term Loan due 2027	2	495		499		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.

The fair value of the Company’s derivative instruments and the related notional amounts was as follows:


	September 30, 2023
(In millions)	Notional		Derivative Assets (1)		Derivative Liabilities (2)
Designated as hedges:
Cross-currency swap agreements	$	1,337	$	26	$	14
Interest rate swaps (3)	250		9		—
Not designated as hedges:
Foreign currency option contracts	$	424	$	16	$	—
Foreign currency forward contracts	58		—		—

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

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

(3) In June 2023, the Company amended one interest rate swap, with a notional amount of $125 million, scheduled to mature in 2027 to 2024.


	December 31, 2022
(In millions)	Notional		Derivative Assets (1)		Derivative Liabilities (2)
Designated as hedges:
Cross-currency swap agreements	$	1,337	$	22	$	13
Interest rate swaps	250		9		—
Not designated as hedges:
Foreign currency option contracts	$	354	$	—	$	5
Foreign currency forward contracts	3		—		—

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

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

As of September 30, 2023 and December 31, 2022, the derivatives were classified as Level 2 within the fair value hierarchy.

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


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing) (1)		Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges:
Cross-currency swap agreements	$	36	$	(3)	$	1	$	2	$	(3)	$	2
Derivatives designated as cash flow hedges:
Interest rate swaps	$	1	$	—	$	—	$	2	$	—	$	—

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


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing) (1)		Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges:
Cross-currency swap agreements	$	90	$	—	$	1	$	136	$	2	$	3
Derivatives designated as cash flow hedges:
Interest rate swaps	$	12	$	—	$	—	$	11	$	—	$	—

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

Derivatives Not Designated as Hedges

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


	Three Months Ended September 30,				Nine Months Ended September 30,

(In millions)	2023		2022		2023		2022
Realized foreign currency contracts gain (loss)	$	(3)	$	10	$	(9)	$	19
Unrealized foreign currency contracts gain (loss)	8		(1)		12		14
Total foreign currency gain recognized in net income	$	5	$	9	$	3	$	33

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 68	$ 64	$ 160	$ 154
Other comprehensive income (loss), net of tax
Foreign currency translation loss, net of tax expense of $(9), $(22), $0 and $(32)	(69)	(43)	(39)	(163)
Net unrealized gain on cash flow hedges, net of tax expense of $(1), $(2), $(1) and $(2)	0	9	1	9
Defined benefit plans, amortization of net loss, net of tax of $0, $0, $0 and $0	1	0	2	0
Other comprehensive loss, net of tax	(68)	(34)	(36)	(154)
Comprehensive income	0	30	124	0
Less: Comprehensive income (loss) attributable to noncontrolling interest	0	(1)	3	(1)
Comprehensive income attributable to GXO	$ 0	$ 31	$ 121	$ 1

Goodwill (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table presents the changes in Goodwill for the nine months ended September 30, 2023:


(In millions)
Balance as of December 31, 2022	$	2,728
Acquisition (1)	44
Impact of foreign exchange translation (2)	(38)
Balance as of September 30, 2023	$	2,734

(1) Represents the finalization of the purchase price allocation for the Clipper acquisition. See Note 11 — Acquisition for additional information.

(2) 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/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Revenue Recognition - Revenue Disaggregated by Geographic Area (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue
Revenue	$ 2,471	$ 2,287	$ 7,188	$ 6,526
United Kingdom
Disaggregation of Revenue
Revenue	958	890	2,695	2,371
United States
Disaggregation of Revenue
Revenue	711	709	2,117	2,075
France
Disaggregation of Revenue
Revenue	207	171	626	530
Netherlands
Disaggregation of Revenue
Revenue	216	175	610	508
Spain
Disaggregation of Revenue
Revenue	133	117	396	360
Italy
Disaggregation of Revenue
Revenue	97	81	279	243
Other
Disaggregation of Revenue
Revenue	$ 149	$ 144	$ 465	$ 439

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income	$ 160	$ 154
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization expense	268	242
Stock-based compensation expense	25	24
Deferred tax expense (benefit)	(29)	0
Other	16	(4)
Changes in operating assets and liabilities
Accounts receivable	(23)	(22)
Other assets	(39)	(28)
Accounts payable	(69)	(68)
Accrued expenses and other liabilities	34	18
Net cash provided by operating activities	343	316
Cash flows from investing activities:
Capital expenditures	(205)	(239)
Proceeds from sales of property and equipment	13	22
Acquisition of businesses, net of cash acquired	0	(874)
Net proceeds from cross-currency swap agreements	0	26
Other	0	9
Net cash used in investing activities	(192)	(1,056)
Cash flows from financing activities:
Proceeds from issuance of debt, net	0	898
Repayments of debt, net	(139)	0
Repayments of finance lease obligations	(24)	(23)
Taxes paid related to stock-based compensation awards	(7)	(12)
Net cash provided by (used in) financing activities	(170)	863
Effect of exchange rates on cash, restricted cash and cash equivalents	(2)	(22)
Net (decrease) increase in cash, restricted cash and cash equivalents	(21)	101
Cash, restricted cash and cash equivalents, beginning of period	495	333
Cash, restricted cash and cash equivalents, end of period	474	434
Supplemental Cash Flow Information [Abstract]
Cash and cash equivalents	473	434
Restricted Cash (included in Other long-term assets)	1	0
Total cash, restricted cash and cash equivalents	474	434
Non-cash investing activities:
Common stock issued for acquisition	$ 0	$ 203

Restructuring Costs and Other

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring Costs and Other

8. Restructuring Costs and Other

Restructuring costs and other are primarily related to severance, including projects to optimize finance, human resources and information technology functions, and are not associated with customer attrition.

For the three months ended September 30, 2023, Restructuring costs and other totaled $7 million including $6 million related to severance charges, primarily from the exit of non-core businesses in Asia. For the nine months ended September 30, 2023, Restructuring costs and other totaled $31 million, including $24 million related to severance charges and $7 million related to non-cash impairment charges.

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


(In millions)
Balance as of December 31, 2022	$	13
Charges incurred	24
Payments	(26)
Balance as of September 30, 2023	$	11

The remaining restructuring liability at September 30, 2023 primarily relates to severance payments and is expected to be substantially paid within the next 12 months.

Acquisition (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

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

The following table summarizes the final fair values of identifiable assets acquired and liabilities assumed at the acquisition date:


(In millions)
ASSETS
Current assets
Cash and cash equivalents	$	26
Accounts receivable	143
Other current assets	67
Total current assets	236
Long-term assets
Property and equipment	80
Operating lease assets	219
Intangible assets (1)	392
Other long-term assets	29
Total long-term assets	720
Total assets	$	956
LIABILITIES
Current liabilities
Accounts payable	$	81
Accrued expenses	96
Current debt	55
Current operating lease liabilities	43
Other current liabilities	56
Total current liabilities	331
Long-term liabilities
Long-term debt	10
Long-term operating lease liabilities	176
Other long-term liabilities	173
Total long-term liabilities	359
Total liabilities	$	690
Net assets purchased	$	266
Cash paid	$	902
Common stock issued (2)	204
Purchase price paid	$	1,106
Goodwill recorded (3)	$	840

(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 Company does not expect the goodwill recognized in connection with the Clipper Acquisition to be deductible for income tax purposes.

Revenue Recognition - Revenue Disaggregated by Industry Sector (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue
Revenue	$ 2,471	$ 2,287	$ 7,188	$ 6,526
Omnichannel retail
Disaggregation of Revenue
Revenue	1,051	919	3,041	2,618
Technology and consumer electronics
Disaggregation of Revenue
Revenue	360	338	1,081	963
Food and beverage
Disaggregation of Revenue
Revenue	362	335	1,004	1,009
Industrial and manufacturing
Disaggregation of Revenue
Revenue	263	275	803	807
Consumer packaged goods
Disaggregation of Revenue
Revenue	231	227	689	663
Other
Disaggregation of Revenue
Revenue	$ 204	$ 193	$ 570	$ 466

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 06, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		118,954,910
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001852244
Current Fiscal Year End Date	--12-31

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue from External Customers by Geographic Areas

Revenue disaggregated by geographical area was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
United Kingdom	$	958	$	890	$	2,695	$	2,371
United States	711		709		2,117		2,075
France	207		171		626		530
Netherlands	216		175		610		508
Spain	133		117		396		360
Italy	97		81		279		243
Other	149		144		465		439
Total	$	2,471	$	2,287	$	7,188	$	6,526

Schedule of Disaggregation of Revenue

The Company’s revenue can also be disaggregated by the customer’s primary industry. Revenue disaggregated by industry was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Omnichannel retail	$	1,051	$	919	$	3,041	$	2,618
Technology and consumer electronics	360		338		1,081		963
Food and beverage	362		335		1,004		1,009
Industrial and manufacturing	263		275		803		807
Consumer packaged goods	231		227		689		663
Other	204		193		570		466
Total	$	2,471	$	2,287	$	7,188	$	6,526

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

The contract asset and contract liability balances from contracts with customers were as follows:


	September 30,		December 31,
(In millions)	2023		2022
Contract assets included in:
Other current assets	$	13	$	25
Other long-term assets	161		165
Total contract assets	$	174	$	190
Contract liabilities included in:
Other current liabilities	$	183	$	154
Other long-term liabilities	114		134
Total contract liabilities	$	297	$	288

Revenue included the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Amounts included in the beginning-of-year contract liability balance	$	11	$	12	$	109	$	83

Leases - Lease Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Leases - Lease Costs (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 163	$ 187	$ 561	$ 527
Short-term lease cost	78	24	170	69
Variable lease cost	36	31	93	73
Total operating lease cost	277	242	824	669
Amortization of leases	10	5	23	23
Interest expense on lease liabilities	1	1	3	4
Total finance lease cost	11	6	26	27
Total operating and finance lease cost	$ 288	$ 248	$ 850	$ 696

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes The effective tax rate was 17.9% for the three months ended September 30, 2023, compared with 22.5% for the same period in 2022. The effective tax rate was 19.1% for the nine months ended September 30, 2023, compared with 24.7% for the same period in 2022. The decrease in our effective tax rate for the three months was primarily driven by a tax benefit related to return-to-provision true-up adjustments. The decrease in our effective tax rate for the nine months was primarily driven by a tax benefit related to valuation allowance release. As of September 30, 2023 and December 31, 2022, the Company had valuation allowances of $36 million and $44 million on its deferred income tax asset, respectively.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Acquisition

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition

11. 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 with a value of $204 million.

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 value using valuation techniques including income, cost and market approaches.

The following table summarizes the final fair values of identifiable assets acquired and liabilities assumed at the acquisition date:


(In millions)
ASSETS
Current assets
Cash and cash equivalents	$	26
Accounts receivable	143
Other current assets	67
Total current assets	236
Long-term assets
Property and equipment	80
Operating lease assets	219
Intangible assets (1)	392
Other long-term assets	29
Total long-term assets	720
Total assets	$	956
LIABILITIES
Current liabilities
Accounts payable	$	81
Accrued expenses	96
Current debt	55
Current operating lease liabilities	43
Other current liabilities	56
Total current liabilities	331
Long-term liabilities
Long-term debt	10
Long-term operating lease liabilities	176
Other long-term liabilities	173
Total long-term liabilities	359
Total liabilities	$	690
Net assets purchased	$	266
Cash paid	$	902
Common stock issued (2)	204
Purchase price paid	$	1,106
Goodwill recorded (3)	$	840

(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.

Basis of Presentation and Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2023 segment
Accounting Policies [Abstract]
Number of reportable segments	1

Debt and Financing Arrangements (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The following table summarizes the carrying value of debt:


			September 30,		December 31,
(In millions)	Rate (1)		2023		2022
1.65% Unsecured notes due 2026 (2)	1.65	%	$	398	$	397
2.65% Unsecured notes due 2031 (3)	2.65	%	397		397
Two-Year Term Loan due 2024 (4)	—	%	—		115
Three-Year Term Loan due 2025 (5)	6.54	%	235		234
Five-Year Term Loan due 2027 (6)	6.67	%	499		499
Finance leases and other	Various		118		164
Total debt			1,647		1,806
Less: Current debt			26		67
Total Long-term debt			$	1,621	$	1,739

(1) Interest rate as of September 30, 2023.

(2) Net of unamortized debt issuance costs of $2 million as of September 30, 2023, and $3 million as of December 31, 2022.

(3) Net of unamortized debt issuance costs of $3 million as of September 30, 2023 and December 31, 2022.

(4) Repaid in the second quarter of 2023.

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

(6) Net of unamortized debt issuance costs of $1 million as of September 30, 2023 and December 31, 2022.

Schedule of Trade Receivables Sold

Information related to the trade receivables sold was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Receivables sold in period	$	288	$	259	$	820	$	716
Cash consideration	286		258		815		714
Net cash provided by operating cash flows (1)	27		18		27		16

Fair Value Measurements and Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Debt Fair Values

The fair value of debt was as follows:


		September 30, 2023				December 31, 2022
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
1.65% Unsecured notes due 2026	2	$	353	$	398	$	342	$	397
2.65% Unsecured notes due 2031	2	303		397		294		397
Two-Year Term Loan due 2024	2	—		—		115		115
Three-Year Term Loan due 2025	2	233		235		234		234
Five-Year Term Loan due 2027	2	495		499		499		499

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

The fair value of the Company’s derivative instruments and the related notional amounts was as follows:


	September 30, 2023
(In millions)	Notional		Derivative Assets (1)		Derivative Liabilities (2)
Designated as hedges:
Cross-currency swap agreements	$	1,337	$	26	$	14
Interest rate swaps (3)	250		9		—
Not designated as hedges:
Foreign currency option contracts	$	424	$	16	$	—
Foreign currency forward contracts	58		—		—

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

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

(3) In June 2023, the Company amended one interest rate swap, with a notional amount of $125 million, scheduled to mature in 2027 to 2024.


	December 31, 2022
(In millions)	Notional		Derivative Assets (1)		Derivative Liabilities (2)
Designated as hedges:
Cross-currency swap agreements	$	1,337	$	22	$	13
Interest rate swaps	250		9		—
Not designated as hedges:
Foreign currency option contracts	$	354	$	—	$	5
Foreign currency forward contracts	3		—		—

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

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

Schedule of Derivative Instruments, Gain (Loss)

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


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing) (1)		Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges:
Cross-currency swap agreements	$	36	$	(3)	$	1	$	2	$	(3)	$	2
Derivatives designated as cash flow hedges:
Interest rate swaps	$	1	$	—	$	—	$	2	$	—	$	—

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


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing) (1)		Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges:
Cross-currency swap agreements	$	90	$	—	$	1	$	136	$	2	$	3
Derivatives designated as cash flow hedges:
Interest rate swaps	$	12	$	—	$	—	$	11	$	—	$	—

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

Derivatives Not Designated as Hedges

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


	Three Months Ended September 30,				Nine Months Ended September 30,

(In millions)	2023		2022		2023		2022
Realized foreign currency contracts gain (loss)	$	(3)	$	10	$	(9)	$	19
Unrealized foreign currency contracts gain (loss)	8		(1)		12		14
Total foreign currency gain recognized in net income	$	5	$	9	$	3	$	33

Employee Benefit Plans

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

7. Employee Benefit Plans

Defined Benefit Plans

The Company sponsors a retirement plan in the U.K. (the “U.K. Retirement Plan”). Components of the net periodic benefit cost recognized under the U.K. Retirement Plan were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Interest cost	$	(11)	$	(5)	$	(30)	$	(16)
Expected return on plan assets	14		12		38		41
Amortization of net loss	(1)		—		(2)		—
Net periodic pension income (1)	$	2	$	7	$	6	$	25

(1) Net periodic pension income is recorded in Other income, net in the Condensed Consolidated Statements of Operations.

The Company also maintains defined benefit pension plans for some of its foreign subsidiaries that are excluded from the disclosure due to their immateriality.

Defined Contribution Plans

The Company has defined contribution retirement plans for its U.S. employees and employees of certain foreign subsidiaries. The Company’s contributions for the three months ended September 30, 2023 and 2022, were $15 million and $12 million, respectively, and for the nine months ended September 30, 2023 and 2022 were $47 million and $40 million, respectively. Defined contribution costs were primarily recorded in Direct operating expense in the Condensed Consolidated Statements of Operations.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions	Total	Equity Before Noncontrolling Interests	Common Stock	Additional Paid-In Capital	Retained Earnings	AOCIL	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2021			114,659
Beginning balance at Dec. 31, 2021	$ 2,390	$ 2,351	$ 1	$ 2,354	$ 126	$ (130)	$ 39
Increase (Decrease) in Stockholders' Equity
Net income	154	151			151		3
Other comprehensive loss	(154)	(150)				(150)	(4)
Stock-based compensation	24	24		24
Vesting of stock-based compensation awards (in shares)			374
Tax withholding on vesting of stock compensation awards (in shares)			(153)
Tax withholding on vesting of stock-based compensation awards	(12)	(12)		(12)
Dividends	(3)						(3)
Common stock issued for acquisition (in shares)			3,749
Common stock issued for acquisition	203	203		203
Deconsolidation of variable interest entity	(3)	2				2	(5)
Ending balance (in shares) at Sep. 30, 2022			118,629
Ending balance at Sep. 30, 2022	2,599	2,569	$ 1	2,569	277	(278)	30
Beginning balance (in shares) at Jun. 30, 2022			118,610
Beginning balance at Jun. 30, 2022	2,561	2,530	$ 1	2,561	214	(246)	31
Increase (Decrease) in Stockholders' Equity
Net income	64	63			63		1
Other comprehensive loss	(34)	(32)				(32)	(2)
Stock-based compensation	8	8		8
Vesting of stock-based compensation awards (in shares)			33
Tax withholding on vesting of stock compensation awards (in shares)			(14)
Ending balance (in shares) at Sep. 30, 2022			118,629
Ending balance at Sep. 30, 2022	$ 2,599	2,569	$ 1	2,569	277	(278)	30
Beginning balance (in shares) at Dec. 31, 2022	118,728		118,728
Beginning balance at Dec. 31, 2022	$ 2,678	2,645	$ 1	2,575	323	(254)	33
Increase (Decrease) in Stockholders' Equity
Net income	160	156			156		4
Other comprehensive loss	(36)	(35)				(35)	(1)
Stock-based compensation	25	25		25
Vesting of stock-based compensation awards (in shares)			366
Tax withholding on vesting of stock compensation awards (in shares)			(143)
Tax withholding on vesting of stock-based compensation awards	(7)	(7)		(7)
Dividends	$ (3)						(3)
Ending balance (in shares) at Sep. 30, 2023	118,951		118,951
Ending balance at Sep. 30, 2023	$ 2,817	2,784	$ 1	2,593	479	(289)	33
Beginning balance (in shares) at Jun. 30, 2023			118,932
Beginning balance at Jun. 30, 2023	2,811	2,778	$ 1	2,587	413	(223)	33
Increase (Decrease) in Stockholders' Equity
Net income	68	66			66		2
Other comprehensive loss	(68)	(66)				(66)	(2)
Stock-based compensation	7	7		7
Vesting of stock-based compensation awards (in shares)			30
Tax withholding on vesting of stock compensation awards (in shares)			(11)
Tax withholding on vesting of stock-based compensation awards	$ (1)	(1)		(1)
Ending balance (in shares) at Sep. 30, 2023	118,951		118,951
Ending balance at Sep. 30, 2023	$ 2,817	$ 2,784	$ 1	$ 2,593	$ 479	$ (289)	$ 33

Goodwill (Details) - USD ($) $ in Millions	9 Months Ended
Goodwill (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Goodwill
Goodwill, Beginning Balance	$ 2,728
Acquisition	44
Impact of foreign exchange translation	(38)
Goodwill, Ending Balance	2,734
Accumulated goodwill 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

Fair Value Measurements and Financial Instruments - Fair Value by Balance Sheet Location (Details) - USD ($) $ in Millions	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Designated as hedges: \| Cross-currency swap agreements
Derivatives, Fair Value
Notional	$ 1,337		$ 1,337
Derivative Assets	26		22
Derivative Liabilities	14		13
Designated as hedges: \| Interest rate swaps
Derivatives, Fair Value
Notional	250		250
Derivative Assets	9		9
Derivative Liabilities	0		0
Designated as hedges: \| Interest Rate Swap, Amended
Derivatives, Fair Value
Notional		$ 125
Not designated as hedges: \| Foreign currency option contracts
Derivatives, Fair Value
Notional	424		354
Derivative Assets	16		0
Derivative Liabilities	0		5
Not designated as hedges: \| Foreign currency forward contracts
Derivatives, Fair Value
Notional	58		3
Derivative Assets	0		0
Derivative Liabilities	$ 0		$ 0

Debt and Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument
Total debt	$ 1,647	$ 1,806
Less: Current debt	26	67
Total Long-term debt	$ 1,621	1,739
Unsecured Debt \| Unsecured Notes Due 2026
Debt Instrument
Interest rate (as a percent)	1.65%
Unamortized discount (premium) and debt issuance costs, net	$ 2	3
Unsecured Debt \| Unsecured Notes Due 2026 \| Fair Value, Inputs, Level 2 \| Carrying Value
Debt Instrument
Fair value of debt	$ 398	397
Unsecured Debt \| Unsecured Notes Due 2031
Debt Instrument
Interest rate (as a percent)	2.65%
Unamortized discount (premium) and debt issuance costs, net	$ 3	3
Unsecured Debt \| Unsecured Notes Due 2031 \| Fair Value, Inputs, Level 2 \| Carrying Value
Debt Instrument
Fair value of debt	$ 397	397
Unsecured Debt \| Two Year Term Loan Due 2024
Debt Instrument
Interest rate (as a percent)	0.00%
Debt term (in years)	2 years
Unsecured Debt \| Two Year Term Loan Due 2024 \| Fair Value, Inputs, Level 2 \| Carrying Value
Debt Instrument
Fair value of debt	$ 0	115
Unsecured Debt \| Three Year Term Loan Due 2025
Debt Instrument
Interest rate (as a percent)	6.54%
Debt term (in years)	3 years
Unamortized discount (premium) and debt issuance costs, net		1
Unsecured Debt \| Three Year Term Loan Due 2025 \| Fair Value, Inputs, Level 2 \| Carrying Value
Debt Instrument
Fair value of debt	$ 235	234
Unsecured Debt \| Five Year Term Loan Due 2027
Debt Instrument
Interest rate (as a percent)	6.67%
Debt term (in years)	5 years
Unamortized discount (premium) and debt issuance costs, net	$ 1	1
Unsecured Debt \| Five Year Term Loan Due 2027 \| Fair Value, Inputs, Level 2 \| Carrying Value
Debt Instrument
Fair value of debt	499	499
Unsecured Debt \| Finance leases and other
Debt Instrument
Total debt	$ 118	$ 164

Restructuring Costs and Other - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve
Restructuring costs and other	$ 7	$ 0	$ 31	$ 14
Employee Severance
Restructuring Cost and Reserve
Restructuring costs and other	$ 6		24
Facility Closing
Restructuring Cost and Reserve
Restructuring costs and other			$ 7

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Restructuring Costs and Other - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Reserve
Charges incurred	$ 7	$ 0	$ 31	$ 14
Employee Severance
Restructuring Reserve
Charges incurred	6		24
Restructuring Actions
Restructuring Reserve
Restructuring reserve, beginning balance			13
Payments			(26)
Restructuring reserve, ending balance	$ 11		$ 11

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 2,471	$ 2,287	$ 7,188	$ 6,526
Direct operating expense	2,012	1,885	5,875	5,408
Selling, general and administrative expense	258	227	761	637
Depreciation and amortization expense	101	89	268	242
Transaction and integration costs	3	14	22	57
Restructuring costs and other	7	0	31	14
Operating income	90	72	231	168
Other income, net	7	17	8	56
Interest expense, net	(14)	(6)	(41)	(19)
Income before income taxes	83	83	198	205
Income tax expense	(15)	(19)	(38)	(51)
Net income	68	64	160	154
Net income attributable to noncontrolling interests	(2)	(1)	(4)	(3)
Net income attributable to GXO	$ 66	$ 63	$ 156	$ 151
Earnings per share
Basic (in dollars per share)	$ 0.55	$ 0.53	$ 1.31	$ 1.30
Diluted (in dollars per share)	$ 0.55	$ 0.53	$ 1.31	$ 1.29
Weighted-average common shares outstanding
Basic (in shares)	118,941	118,621	118,883	116,508
Diluted (in shares)	119,645	119,065	119,430	117,107

Fair Value Measurements and Financial Instruments - Fair Value of Debt (Details) - Unsecured Debt - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
1.65% Unsecured notes due 2026
Fair Value Measurement Inputs and Valuation Techniques
Interest rate (as a percent)	1.65%
2.65% Unsecured notes due 2031
Fair Value Measurement Inputs and Valuation Techniques
Interest rate (as a percent)	2.65%
Two Year Term Loan Due 2024
Fair Value Measurement Inputs and Valuation Techniques
Interest rate (as a percent)	0.00%
Debt term (in years)	2 years
Three Year Term Loan Due 2025
Fair Value Measurement Inputs and Valuation Techniques
Interest rate (as a percent)	6.54%
Debt term (in years)	3 years
Five Year Term Loan Due 2027
Fair Value Measurement Inputs and Valuation Techniques
Interest rate (as a percent)	6.67%
Debt term (in years)	5 years
Fair Value \| 1.65% Unsecured notes due 2026 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	$ 353	$ 342
Fair Value \| 2.65% Unsecured notes due 2031 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	303	294
Fair Value \| Two Year Term Loan Due 2024 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	0	115
Fair Value \| Three Year Term Loan Due 2025 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	233	234
Fair Value \| Five Year Term Loan Due 2027 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	495	499
Carrying Value \| 1.65% Unsecured notes due 2026 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	398	397
Carrying Value \| 2.65% Unsecured notes due 2031 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	397	397
Carrying Value \| Two Year Term Loan Due 2024 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	0	115
Carrying Value \| Three Year Term Loan Due 2025 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	235	234
Carrying Value \| Five Year Term Loan Due 2027 \| Fair Value, Inputs, Level 2
Fair Value Measurement Inputs and Valuation Techniques
Fair value of debt	$ 499	$ 499

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events Financial Instruments - Net Investment Hedges In October 2023, the Company terminated a hedge with a notional amount of $115 million. Also, the Company amended a $235 million hedge to extend its maturity from 2024 to 2025. Additionally, the Company entered into various hedges for an aggregate notional amount of $313 million that will mature from 2025 to 2028. Acquisition On September 13, 2023, the Company entered into an Agreement and Plan of Merger to acquire PFSweb, Inc., a Delaware corporation headquartered in Irving, Texas (“PFS”), and on October 23, 2023, the Company completed its acquisition of PFS. PFS provides e-commerce order fulfillment services. The Company acquired the shares of PFSweb at a price per share of $7.50 in cash, totaling approximately $181 million.

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 473	$ 495
Accounts receivable, net of allowance of $18 and $12	1,661	1,647
Other current assets	332	286
Total current assets	2,466	2,428
Long-term assets
Property and equipment, net of accumulated depreciation of $1,463 and $1,297	923	960
Operating lease assets	2,133	2,227
Goodwill	2,734	2,728
Intangible assets, net of accumulated amortization of $507 and $456	507	570
Other long-term assets	328	306
Total long-term assets	6,625	6,791
Total assets	9,091	9,219
Current liabilities
Accounts payable	597	717
Accrued expenses	975	995
Current debt	26	67
Current operating lease liabilities	561	560
Other current liabilities	275	193
Total current liabilities	2,434	2,532
Long-term liabilities
Long-term debt	1,621	1,739
Long-term operating lease liabilities	1,800	1,853
Other long-term liabilities	419	417
Total long-term liabilities	3,840	4,009
Commitments and contingencies (Note 12)
Stockholders’ Equity
Common Stock, $0.01 par value per share; 300,000 shares authorized, 118,951 and 118,728 issued and outstanding	1	1
Preferred Stock, $0.01 par value per share; 10,000 shares authorized, none issued and outstanding	0	0
Additional paid-in capital	2,593	2,575
Retained earnings	479	323
Accumulated Other Comprehensive Income (Loss) (“AOCIL”)	(289)	(254)
Total stockholders’ equity before noncontrolling interests	2,784	2,645
Noncontrolling interests	33	33
Total equity	2,817	2,678
Total liabilities and equity	$ 9,091	$ 9,219

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. 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 a loss exists in excess of the amount accrued, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss if it is material and an estimate can be made, or discloses that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on management’s assessment, together with legal counsel, regarding the ultimate outcome of the matter. Management of the Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. Management of the Company does not believe that the ultimate resolution of any matters to which the Company is presently a party will have a material adverse effect on its results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal costs related to these matters are expensed as they are 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.

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	17.90%	22.50%	19.10%	24.70%
Valuation allowance for deferred tax assets	$ 36		$ 36		$ 44

Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of GXO Logistics, Inc. (“GXO” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Company’s Condensed Consolidated Financial Statements include the accounts of GXO and its majority-owned subsidiaries and variable interest entities of which the Company is the primary beneficiary. The Company has eliminated intercompany accounts and transactions. The accompanying unaudited Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”).
Reclassifications	Certain amounts reported for prior periods have been reclassified to conform to the current period’s presentation.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In 2020, the Financial Accounting Standards Board (“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 ASU applies 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 2021, the FASB expanded the scope of the guidance to include derivatives. On March 9, 2023, the Company entered into Amendment No. 1 to its revolving credit facility replacing LIBOR-based benchmark rates with SOFR-based benchmark rates and other conforming changes (the “Revolving Credit Facility”). The Company has transitioned its existing contracts to a replacement index. ASU 2020-04 and its amendments did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

Restructuring Costs and Other (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

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


(In millions)
Balance as of December 31, 2022	$	13
Charges incurred	24
Payments	(26)
Balance as of September 30, 2023	$	11

Goodwill

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

10. Goodwill

The following table presents the changes in Goodwill for the nine months ended September 30, 2023:


(In millions)
Balance as of December 31, 2022	$	2,728
Acquisition (1)	44
Impact of foreign exchange translation (2)	(38)
Balance as of September 30, 2023	$	2,734

(1) Represents the finalization of the purchase price allocation for the Clipper acquisition. See Note 11 — Acquisition for additional information.

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

As of September 30, 2023, and December 31, 2022, there were no accumulated goodwill impairment losses.

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The following tables summarize the changes in AOCIL by component:


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plan		Less: AOCIL attributable to noncontrolling interest		AOCIL attributable to GXO
As of June 30, 2023	$	(119)	$	8	$	(111)	$	(1)	$	(223)
Foreign currency translation loss	(98)		—		—		2		(96)
Unrealized gain on hedges, net of tax	27		—		—		—		27
Amounts reclassified from AOCIL to net income	2		—		1		—		3
Other comprehensive income (loss), net of tax	(69)		—		1		2		(66)
As of September 30, 2023	$	(188)	$	8	$	(110)	$	1	$	(289)


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plan		Less: AOCIL attributable to noncontrolling interest		AOCIL attributable to GXO
As of December 31, 2022	$	(149)	$	7	$	(112)	$	—	$	(254)
Foreign currency translation loss	(41)		—		—		1		(40)
Unrealized gain on hedges, net of tax	1		1		—		—		2
Amounts reclassified from AOCIL to net income	1		—		2		—		3
Other comprehensive income (loss), net of tax	(39)		1		2		1		(35)

As of September 30, 2023	$	(188)	$	8	$	(110)	$	1	$	(289)


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plan		Less: AOCIL attributable to noncontrolling interest		AOCIL attributable to GXO
As of June 30, 2022	$	(169)	$	—	$	(76)	$	(1)	$	(246)
Foreign currency translation loss	(111)		—		—		2		(109)
Unrealized gain on hedges, net of tax	69		9		—		—		78
Amounts reclassified from AOCIL to net income	(1)		—		—		—		(1)
Other comprehensive income (loss), net of tax	(43)		9		—		2		(32)
As of September 30, 2022	$	(212)	$	9	$	(76)	$	1	$	(278)


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plan		Less: AOCIL attributable to noncontrolling interest		AOCIL attributable to GXO
As of December 31, 2021	$	(53)	$	—	$	(76)	$	(1)	$	(130)
Foreign currency translation loss	(260)		—		—		4		(256)
Unrealized gain on hedges, net of tax	102		9		—		—		111
Amounts reclassified from AOCIL to net income	(5)		—		—		—		(5)
Other comprehensive income (loss), net of tax	(163)		9		—		4		(150)
Deconsolidation of variable interest entity	4		—		—		(2)		2
As of September 30, 2022	$	(212)	$	9	$	(76)	$	1	$	(278)

Stockholders' Equity (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	$ 2,811	$ 2,561	$ 2,678	$ 2,390
Deconsolidation of variable interest entity				(3)
Ending balance	2,817	2,599	2,817	2,599
Foreign Currency Translation Adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(119)	(169)	(149)	(53)
Foreign currency translation loss	(98)	(111)	(41)	(260)
Unrealized gain on hedges, net of tax	27	69	1	102
Amounts reclassified from AOCIL to net income	2	(1)	1	(5)
Other comprehensive income (loss), net of tax	(69)	(43)	(39)	(163)
Deconsolidation of variable interest entity				4
Ending balance	(188)	(212)	(188)	(212)
Cash Flow Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	8	0	7	0
Foreign currency translation loss	0	0	0	0
Unrealized gain on hedges, net of tax	0	9	1	9
Amounts reclassified from AOCIL to net income	0	0	0	0
Other comprehensive income (loss), net of tax	0	9	1	9
Deconsolidation of variable interest entity				0
Ending balance	8	9	8	9
Defined Benefit Plan
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(111)	(76)	(112)	(76)
Foreign currency translation loss	0	0	0	0
Unrealized gain on hedges, net of tax	0	0	0	0
Amounts reclassified from AOCIL to net income	1	0	2	0
Other comprehensive income (loss), net of tax	1	0	2	0
Deconsolidation of variable interest entity				0
Ending balance	(110)	(76)	(110)	(76)
Less: AOCIL attributable to noncontrolling interest
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(1)	(1)	0	(1)
Foreign currency translation loss	2	2	1	4
Unrealized gain on hedges, net of tax	0	0	0	0
Amounts reclassified from AOCIL to net income	0	0	0	0
Other comprehensive income (loss), net of tax	2	2	1	4
Deconsolidation of variable interest entity				(2)
Ending balance	1	1	1	1
AOCIL attributable to GXO
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(223)	(246)	(254)	(130)
Foreign currency translation loss	(96)	(109)	(40)	(256)
Unrealized gain on hedges, net of tax	27	78	2	111
Amounts reclassified from AOCIL to net income	3	(1)	3	(5)
Other comprehensive income (loss), net of tax	(66)	(32)	(35)	(150)
Deconsolidation of variable interest entity				2
Ending balance	$ (289)	$ (278)	$ (289)	$ (278)

Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Schedule of Projected Benefit Obligations

The Company sponsors a retirement plan in the U.K. (the “U.K. Retirement Plan”). Components of the net periodic benefit cost recognized under the U.K. Retirement Plan were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Interest cost	$	(11)	$	(5)	$	(30)	$	(16)
Expected return on plan assets	14		12		38		41
Amortization of net loss	(1)		—		(2)		—
Net periodic pension income (1)	$	2	$	7	$	6	$	25

(1) Net periodic pension income is recorded in Other income, net in the Condensed Consolidated Statements of Operations.

Acquisition - Schedule of Fair Value of Assets Acquired and Liabilities Assumed at Acquisition Date (Details) - USD ($) $ in Millions	May 24, 2022	Sep. 30, 2023	Dec. 31, 2022
Long-term liabilities
Goodwill recorded		$ 2,734	$ 2,728
Clipper
Current assets
Cash and cash equivalents	$ 26
Accounts receivable	143
Other current assets	67
Total current assets	236
Long-term assets
Property and equipment	80
Operating lease assets	219
Intangible assets	392
Other long-term assets	29
Total long-term assets	720
Total assets	956
Current liabilities
Accounts payable	81
Accrued expenses	96
Current debt	55
Current operating lease liabilities	43
Other current liabilities	56
Total current liabilities	331
Long-term liabilities
Long-term debt	10
Long-term operating lease liabilities	176
Other long-term liabilities	173
Total long-term liabilities	359
Total liabilities	690
Net assets purchased	266
Cash paid	902
Common stock issued	204
Purchase price paid	1,106
Goodwill recorded	$ 840
Weighted-average amortization period (in years)	15 years

Revenue Recognition - Narrative (Details) $ in Billions	Sep. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Remaining performance obligation	$ 3.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Remaining performance obligation percentage	72.00%
Performance obligations expected to be satisfied, expected timing	3 years

Subsequent Events (Details) - Subsequent Event - USD ($)	Oct. 23, 2023	Oct. 31, 2023
PFSweb, Inc
Subsequent Event [Line Items]
Price per share (in dollar par share)	$ 7.50
Cash paid	$ 181,000,000
Cross-currency swap agreements \| Derivative Period One
Subsequent Event [Line Items]
Notional		$ 115,000,000
Cross-currency swap agreements \| Derivative Period Two
Subsequent Event [Line Items]
Notional		235,000,000
Cross-currency swap agreements \| Derivative Period Three
Subsequent Event [Line Items]
Notional		$ 313,000,000

Fair Value Measurements and Financial Instruments - Derivative and Nonderivative Instruments Designated as Hedges (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Interest rate swaps
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative, cash flow hedges	$ 1	$ 12	$ 2	$ 11
Gain (Loss) Reclassified from AOCL into Net Income, cash flow hedges	0	0	0	0
Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing)	0	0	0	0
Foreign Exchange Contract \| Not designated as hedges:
Derivative Instruments, Gain (Loss)
Realized foreign currency contracts gain (loss)	(3)	10	(9)	19
Unrealized foreign currency contracts gain (loss)	8	(1)	12	14
Total foreign currency gain recognized in net income	5	9	3	33
Cross-currency swap agreements \| Cross-currency swap agreements
Derivative Instruments, Gain (Loss)
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative, net investment hedges	36	90	2	136
Gain (Loss) Reclassified from AOCL into Net Income, net investment hedges	(3)	0	(3)	2
Gain (Loss) Recognized in Net Income on Derivative (Excluded from effectiveness testing)	$ 1	$ 1	$ 2	$ 3

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

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


	September 30,		December 31,
(In millions)	2023		2022
Operating leases:
Operating lease assets	$	2,133	$	2,227

Current operating lease liabilities	$	561	$	560
Long-term operating lease liabilities	1,800		1,853
Total operating lease liabilities	$	2,361	$	2,413

Finance leases:
Property and equipment, net	$	111	$	123

Current debt	$	26	$	35
Long-term debt	91		97
Total finance lease liabilities	$	117	$	132

Schedule of Lease Expenses and Supplemental Cash Flows

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2023		2022		2023		2022
Operating leases:
Operating lease cost	$	163	$	187	$	561	$	527
Short-term lease cost	78		24		170		69
Variable lease cost	36		31		93		73
Total operating lease cost (1)	$	277	$	242	$	824	$	669
Finance leases:
Amortization of leases	$	10	$	5	$	23	$	23
Interest expense on lease liabilities	1		1		3		4
Total finance lease cost	$	11	$	6	$	26	$	27
Total operating and finance lease cost	$	288	$	248	$	850	$	696

(1) Operating lease cost is primarily included in Direct operating expense in the Condensed Consolidated Statements of Operations.

Supplemental cash flow information was as follows:


	Nine Months Ended September 30,
(In millions)	2023		2022
Leased assets obtained in exchange for new operating lease liabilities, including $207 from an acquisition in 2022	$	389	$	911
Leased assets obtained in exchange for new finance lease liabilities, including $16 from an acquisition in 2022	8		18

Employee Benefit Plans - Schedule of Projected Benefit Obligations (Details) - Pension Plan - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure
Interest cost	$ (11)	$ (5)	$ (30)	$ (16)
Expected return on plan assets	14	12	38	41
Amortization of net loss	(1)	0	(2)	0
Net periodic pension income	$ 2	$ 7	$ 6	$ 25

Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Foreign currency translation gain (loss), tax	$ (9)	$ (22)	$ 0	$ (32)
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, tax	(1)	(2)	(1)	(2)
Defined benefit plans, amortization of net loss, tax	$ 0	$ 0	$ 0	$ 0

Debt and Financing Arrangements - Schedule of Trade Receivables Sold (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
Receivables sold in period	$ 288	$ 259	$ 820	$ 716
Cash consideration	286	258	815	714
Net cash provided by operating cash flows	$ 27	$ 18	$ 27	16
Cash provided from factoring programs				134
Cash used in the securitization program				$ 118

Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders' Equity

6. Stockholders’ Equity

The following tables summarize the changes in AOCIL by component:


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plan		Less: AOCIL attributable to noncontrolling interest		AOCIL attributable to GXO
As of June 30, 2023	$	(119)	$	8	$	(111)	$	(1)	$	(223)
Foreign currency translation loss	(98)		—		—		2		(96)
Unrealized gain on hedges, net of tax	27		—		—		—		27
Amounts reclassified from AOCIL to net income	2		—		1		—		3
Other comprehensive income (loss), net of tax	(69)		—		1		2		(66)
As of September 30, 2023	$	(188)	$	8	$	(110)	$	1	$	(289)


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plan		Less: AOCIL attributable to noncontrolling interest		AOCIL attributable to GXO
As of December 31, 2022	$	(149)	$	7	$	(112)	$	—	$	(254)
Foreign currency translation loss	(41)		—		—		1		(40)
Unrealized gain on hedges, net of tax	1		1		—		—		2
Amounts reclassified from AOCIL to net income	1		—		2		—		3
Other comprehensive income (loss), net of tax	(39)		1		2		1		(35)

As of September 30, 2023	$	(188)	$	8	$	(110)	$	1	$	(289)


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plan		Less: AOCIL attributable to noncontrolling interest		AOCIL attributable to GXO
As of June 30, 2022	$	(169)	$	—	$	(76)	$	(1)	$	(246)
Foreign currency translation loss	(111)		—		—		2		(109)
Unrealized gain on hedges, net of tax	69		9		—		—		78
Amounts reclassified from AOCIL to net income	(1)		—		—		—		(1)
Other comprehensive income (loss), net of tax	(43)		9		—		2		(32)
As of September 30, 2022	$	(212)	$	9	$	(76)	$	1	$	(278)


(In millions)	Foreign Currency Translation Adjustments		Cash Flow Hedges		Defined Benefit Plan		Less: AOCIL attributable to noncontrolling interest		AOCIL attributable to GXO
As of December 31, 2021	$	(53)	$	—	$	(76)	$	(1)	$	(130)
Foreign currency translation loss	(260)		—		—		4		(256)
Unrealized gain on hedges, net of tax	102		9		—		—		111
Amounts reclassified from AOCIL to net income	(5)		—		—		—		(5)
Other comprehensive income (loss), net of tax	(163)		9		—		4		(150)
Deconsolidation of variable interest entity	4		—		—		(2)		2
As of September 30, 2022	$	(212)	$	9	$	(76)	$	1	$	(278)

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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+ Details

Revenue Recognition - Contract Liability (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Contract assets included in:
Other current assets	$ 13		$ 13		$ 25
Other long-term assets	161		161		165
Total contract assets	174		174		190
Contract liabilities included in:
Other current liabilities	183		183		154
Other long-term liabilities	114		114		134
Total contract liabilities	297		297		$ 288
Amounts included in the beginning-of-year contract liability balance	$ 11	$ 12	$ 109	$ 83

Acquisition - Narrative (Details) - Clipper $ in Millions	May 24, 2022 USD ($) shares
Business Acquisition
Purchase price paid	$ 1,106
Cash paid	$ 902
Common stock issued (in shares) \| shares	3,757,657
Common stock issued	$ 204